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Hong Kong to ease rules for secondary listing of U.S., UK-listed firms

[February 23, 2018] By Sumeet Chatterjee and Jennifer Hughes

HONG KONG (Reuters) - Hong Kong Exchanges and Clearing (HKEX) <0388.HK> plans to ease rules for U.S. and UK-listed Chinese and other international companies to consider a secondary listing in Hong Kong.

The plans are part of a broader move to woo big privately owned Chinese tech companies to list in the Asian financial hub, including tech giants such as Alibaba Group Holding <BABA.N> and Baidu <BIDU.O> that are listed in New York.

"The reason we want to have a separated regime for secondary listing is because currently we have many restrictions that makes it difficult for particularly Greater China companies to come to Hong Kong," HKEX Chief Executive Charles Li said on Friday.

Announcing the proposals for allowing such listings, Li said HKEX, the city's exchange operator, would also target overseas companies mainly those from the new technology sectors such as Google-owner Alphabet <GOOGL.O> and Facebook <FB.O>.

On Friday, the exchange published details of the proposed rule changes which are part of a package that will also allow some companies to list in Hong Kong with weighted voting rights that give greater power to founding shareholders.

HKEX will now seek public feedback to the proposals, which ends on March 23, it said.

In spite of Hong Kong's role as the world's biggest equity capital-raising center for four of the last 10 years, it has fallen well behind New York, its arch-rival, in the battle for hot tech stocks and other growth sectors.

Hong Kong is hoping that easing rules for secondary listings and allowing primary listing of companies with dual-class shares will put in on a more even footing with New York.

Under the proposed rule changes for secondary listing, HKEX plans to allow firms in Greater China, which includes Hong Kong, that listed in New York Stock Exchange, Nasdaq or the main board of the London Stock Exchange on or before Dec 15, 2017, to list in Hong Kong with existing weighted voting right structure.

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The name of Hong Kong Exchanges and Clearing Limited is displayed at the entrance in Hong Kong, China January 24, 2018. REUTERS/Bobby Yip/File Photo

DUAL-CLASS SHARES

HKEX on Friday also unveiled proposals for primary listing of companies with dual-class shares, which includes having an expected market value of at least HK$10 billion ($1.28 billion) and a track record of "high business growth."

Allowing dual-class shares is a big shift for Hong Kong whose one-share-one-vote principle has for 30 years blocked efforts by tycoons from Li Ka-shing to Alibaba's Jack Ma to list alternative shareholding structures.

Alibaba held its record $25 billion public float in New York in 2014 after Hong Kong refused to accept its governance structure, where a self-selecting group of senior managers control the majority of board appointments.

Corporate governance activists have, however, argued that the dual-class share structure risks hurting minority investors. HKEX sought to ease those concerns on Friday by proposing a slew of "safeguards".

Those included plans to make it mandatory for shareholders, who benefit from weighted votes, must together own at least 10 percent of the company's economic interest when it lists to ensure their interests are aligned with ordinary shareholders.

Other measures proposed to protect ordinary shareholders include requirements to include warnings in listing documents and enhancing corporate governance committee to review and monitor compliance.

(Reporting by Sumeet Chatterjee and Jennifer Hughes; Editing by Muralikumar Anantharaman/Keith Weir)

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