Entire Section

  • Permissible WVR Structures

    • Restriction to share class based WVR structures

      • 8A.07

        Subject to the requirement of rule 8A.24, a WVR structure must attach weighted voting rights only to a class of an issuer's equity securities and confer on a beneficiary enhanced voting power on resolutions tabled at the issuer's general meetings only. In all other respects, the rights attached to a class of equity securities conferring weighted voting rights must otherwise be the same as the rights attached to the issuer's listed ordinary shares.

    • A class of shares with weighted voting rights is ineligible for listing

      • 8A.08

        An issuer must not seek a listing of a class of shares carrying weighted voting rights.

    • Voting power of non-WVR shareholders

      • 8A.09

        Non-WVR shareholders must be entitled to cast at least 10% of the votes that are eligible to be cast on resolutions at the listed issuer's general meetings.

        Note 1: Compliance with this rule means, for example, that an issuer cannot list with a WVR structure that attaches 100% of the right to vote at general meetings to the beneficiaries of weighted voting rights.
        Note 2: A beneficiary of weighted voting rights must not take any action that would result in a non-compliance with this rule.

    • Restriction on voting power

      • 8A.10

        A class of shares conferring weighted voting rights in a listed issuer must not entitle the beneficiary to more than ten times the voting power of ordinary shares, on any resolution tabled at the issuer's general meetings.

    • Beneficiaries of Weighted Voting Rights

      • 8A.11

        At listing, any beneficiaries of weighted voting rights must be members of the applicant's board of directors.

    • Minimum Economic Interest at Listing

      • 8A.12

        The beneficiaries of weighted voting rights must beneficially own collectively at least 10% of the underlying economic interest in the applicant's total issued share capital at the time of its initial listing.

        Note: The Exchange may be prepared to accept a lower minimum shareholding percentage, on a case by case basis, if the lower underlying economic interest still represents a very large amount in absolute dollar terms (for example if the applicant has an expected market capitalisation of over HK$80 billion at the time of its initial listing) taking into account such other factors about the applicant as the Exchange may in its discretion, consider appropriate.