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ARTICLE · 14 OCTOBER 2012

Super Voting Right and Its Reception for Chinese Overseas Listings

To list in Hong Kong or Singapore, class B common shares need to be converted to all other common shares to qualify.

ChinaFinance and Banking

Mark Zuckerberg had his Facebook listing in May 2012. Upon completion, Mr. Zuckerberg held 57% of the listed company’s voting rights, while owning merely 18% of the company’s shares. 1 The tool to achieve this high degree of control surviving five rounds of pre-IPO investment over 1.8 billion U.S. dollars and an IPO worth 16 billion U.S. dollars 2 is Facebook’s dual class share structure. It allowed the visionary founder to avoid possible interference in his management of the company. An outside shareholder will have numerical disadvantage torpedoing his decision or choice of board members through a normal internal procedure of the company.

Under the dual-class share structure, Mark Zuckerberg and certain others were issued certain Class B Common Shares, endowed with 10 votes per share, 10 times the voting power that of Class A Common Shares. The arrangement, commonly known as super voting right, has certainly drawn attention.

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