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We are pleased to present the latest edition of EY Corporate and Commercial Law global update. The articles in this global update reflect the global reach and diversity of EY Law services, from corporate law to civil law and commercial law to regulatory aspects across 37 jurisdictions, covering Western Europe, Latin America, Central and Eastern Europe and Asia-Pacific.
IN THIS ISSUE
HONG KONG (page 22)
Revised Hong Kong listing regime for foreign issuers
The Hong Kong Stock Exchange enacted on 1 January 2022 a revised regime for issuers incorporated in any foreign jurisdictions. Previously, listing applicants had to be incorporated in recognized jurisdictions (Hong Kong, Mainland China, Cayman Islands and Bermuda) or in jurisdictions accepted by the Stock Exchange. The new regime removes the distinction between recognized and acceptable jurisdictions. All issuers now have to meet the core standards of shareholder protection, which cover different aspects including directors, proceedings at shareholders’ general meetings, variation of rights, amendment of constitutional documents, auditor appointment, removal and remuneration, proxies and corporate representatives, inspection of branch register, and voluntary winding up.
Such protections should be set out in the issuer’s constitutional documents unless the relevant domestic laws and regulations provide the same protections. Existing listed issuers must fully comply with the new core standards or make necessary amendments to their constitutional documents by their second annual general meeting following 1 January 2022.The new regime introduces a revised Chapter 19C in the Main Board Listing Rules to consolidate secondary listing requirements for overseas issuers primary listed on a qualifying exchange (i.e., New York Stock Exchange, Nasdaq or Main Market of the London Stock Exchange).
The new Chapter 19C also sets out the eligibility for dual primary listing by a Grandfathered Greater China Issuer (i.e., an overseas issuer with its center of gravity in Greater China primary listed (a) on a qualifying exchange on or before 15 December 2017 or (b) on a qualifying exchange after 15 December 2017 but on or before 30 October 2020, and controlled by corporate beneficiaries as of 30 October 2020 under a weighted voting rights structure) and a Non-Greater China Issuer with a weighted voting rights or variable interest entity structure that does not meet the usual primary listing requirements.
By Rossana Chu and Fai Li
LC Lawyers LLP is an independent law firm. It is a Hong Kong law firm member of the global EY network, in collaboration with other law firm members.
Note: This material has been prepared for general information purposes only and is not intended to be relied upon as professional advice for any cases. Should you need further information or legal advice, please contact us.