Hong Kong: To vote or not to vote - Clarity on the interpretation of Rule 2.10 of the Takeovers Code and the Constitution of Court Meetings for a Hong Kong Privatization Scheme of Arrangement

In brief

The Hong Kong court has delivered an important judgment on the interpretation of Rule 2.10 of the Takeovers Code and provided practical guidance on the types of court meeting that may be approved for privatisation of a Hong Kong incorporated company pursuant to a scheme of arrangement under the Companies Ordinance and the Takeovers Code. In view of the pandemic-related travel restrictions, the Court also directed a hybrid court meeting, allowing overseas shareholders to attend physically or online by way of electronic means. Parties which seek to use a scheme of arrangement to privatise a Hong Kong incorporated company should take heed of this decision when preparing the relevant documents.


Contents

Introduction 

  • On 23 September 2021, the High Court of Hong Kong ("Court") sanctioned the scheme of arrangement ("Scheme") for the privatisation of Chong Hing Bank Limited ("Company") by Yue Xiu Enterprises (Holdings) Limited ("Offeror"), by reason that the requirements under sections 673 and 674 of the Companies Ordinance (Cap. 622) (CO) and Rule 2.10 of The Code on Takeovers and Mergers ("Takeovers Code") were satisfied.1
  • This case provided useful guidance and clarification on the interpretation of Rule 2.10 of the Takeovers Code in privatising a Hong Kong incorporated company by way of a scheme of arrangement and the proper constitution of a meeting of the shareholders subject to a scheme of arrangement approving the same at the direction of the Court ("court meeting").
  • This case was also the first time in the context of a scheme of arrangement where the Court directed a hybrid form of a court meeting to allow overseas shareholders an option of attending and voting online through electronic means, ensure that they would not be deprived of the right to attend meetings because of the travel restrictions in Hong Kong due to the pandemic.

1 The reasons for judgment was handed down on 18 October 2021. Baker & McKenzie advised Chong Hing Bank Limited in this case.

Click here to access the full alert.


Copyright © 2024 Baker & McKenzie. All rights reserved. Ownership: This documentation and content (Content) is a proprietary resource owned exclusively by Baker McKenzie (meaning Baker & McKenzie International and its member firms). The Content is protected under international copyright conventions. Use of this Content does not of itself create a contractual relationship, nor any attorney/client relationship, between Baker McKenzie and any person. Non-reliance and exclusion: All Content is for informational purposes only and may not reflect the most current legal and regulatory developments. All summaries of the laws, regulations and practice are subject to change. The Content is not offered as legal or professional advice for any specific matter. It is not intended to be a substitute for reference to (and compliance with) the detailed provisions of applicable laws, rules, regulations or forms. Legal advice should always be sought before taking any action or refraining from taking any action based on any Content. Baker McKenzie and the editors and the contributing authors do not guarantee the accuracy of the Content and expressly disclaim any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the Content. The Content may contain links to external websites and external websites may link to the Content. Baker McKenzie is not responsible for the content or operation of any such external sites and disclaims all liability, howsoever occurring, in respect of the content or operation of any such external websites. Attorney Advertising: This Content may qualify as “Attorney Advertising” requiring notice in some jurisdictions. To the extent that this Content may qualify as Attorney Advertising, PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. Reproduction: Reproduction of reasonable portions of the Content is permitted provided that (i) such reproductions are made available free of charge and for non-commercial purposes, (ii) such reproductions are properly attributed to Baker McKenzie, (iii) the portion of the Content being reproduced is not altered or made available in a manner that modifies the Content or presents the Content being reproduced in a false light and (iv) notice is made to the disclaimers included on the Content. The permission to re-copy does not allow for incorporation of any substantial portion of the Content in any work or publication, whether in hard copy, electronic or any other form or for commercial purposes.