Why Overseas Shareholders are Treated Differently

Momentum, the Official Magazine of the Chamber of Hong Kong Listed Companies, Winter 2012

4 Pages Posted: 5 Feb 2013

Date Written: February 4, 2013

Abstract

It is a fundamental principle, and is enshrined in Rule 2.03(4) of Hong Kong Listing Rules, that “all holders of listed securities are treated fairly and equally”. It is also the first general principle under Hong Kong Takeovers Code that “all shareholders … are to be treated similarly”.

It is premised on this fundamental principle that local shareholders and overseas shareholders are pari passu and treated equally in all respects. Overseas shareholders are therefore entitled to all papers and reports, to vote and to all distributions by a listed company in the same way as local shareholders, except for their entitlement to securities that are distributed or offered by a listed company.

This article seeks to examine why overseas shareholders are treated differently from local shareholders using a scrip dividend scheme as an example, and whether the current regime is appropriate.

Keywords: Securities Law, Corporate Finance, Corporate Governance, Listing Rules

Suggested Citation

Kwan, Vincent P. C., Why Overseas Shareholders are Treated Differently (February 4, 2013). Momentum, the Official Magazine of the Chamber of Hong Kong Listed Companies, Winter 2012, Available at SSRN: https://ssrn.com/abstract=2211871

Vincent P. C. Kwan (Contact Author)

LCP Lawyers ( email )

Suite 1203, 12th Floor
71 Des Voeux Road
Central
Hong Kong
852-25253128 (Phone)
852-25261377 (Fax)

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