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【锋行链盟】香港上市公司私有化核心要点
Sou Hu Cai Jing· 2025-09-28 16:12
Core Points - The privatization of Hong Kong listed companies involves the process of delisting from the Hong Kong Stock Exchange (HKEX) through share acquisition by controlling shareholders or external investors, adhering to strict regulations under the Listing Rules and the Companies Ordinance [2][3] Group 1: Common Methods of Privatization - Privatization is primarily executed through two legal procedures: Scheme of Arrangement and Takeover Offer [2][3] Group 2: Legal and Regulatory Requirements - The principle of "Fair and Equitable Treatment" is essential, focusing on the protection of minority shareholders' rights, with scrutiny from HKEX and the courts [3] - The role of an Independent Financial Adviser (IFA) is crucial in ensuring the fairness of the proposal to independent shareholders [3] - Information disclosure obligations must be strictly followed, including key milestones in the privatization process [2][3] Group 3: Decision-Making Process and Timeline - The typical process for a Scheme of Arrangement includes preparation and announcement, shareholder circular and meeting, court approval, and delisting implementation [7] - The typical process for a Takeover Offer involves the announcement of the offer, offer period, and potential compulsory acquisition if acceptance reaches 90% [7] Group 4: Key Success Factors - High support rate expectations and reasonable acquisition pricing are critical for successful privatization [5][6] - Clear strategic rationale for privatization must be communicated to shareholders to enhance persuasion [5][6] Group 5: Special Considerations - Additional approvals may be required for H-shares, and complexities in voting rights structures must be addressed in the privatization proposal [6][7] - Legal responsibilities post-privatization include compliance with the Companies Ordinance, with potential litigation risks for minority shareholders if they perceive unfair treatment [6][7]