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Data as of December 31, 2017

“Shareholders have been noticeably increasing their efforts to influence company agendas by engaging with Hong Kong’s large retail investor base during the past few years. However, due to the fact many Hong Kong companies are still family controlled, activists often seek to apply public pressure on these companies outside of a shareholder vote.”

James Jarman, Senior Director

Country:
Hong Kong

Country: Hong Kong

Average % of insider ownership:

5.42

Activism
Threat Level


To learn more about this country, please click on the tabs below

  1. Country Summary
  2. Disclosure
  3. Shareholder Rights
  4. Company Defense

Retail investors continue to make up a significant portion of Hong Kong’s investor base. Additionally, ownership structures are dominated by families and close groups of relatives, limiting outsider opportunities to influence decision making. Hong Kong shareholder activism is still in its infancy, especially when compared to other jurisdictions.

Shareholders reaching or exceeding the five percent threshold must disclose their voting rights to the listed company and the Hong Kong Stock Exchange within three business days.

A takeover by scheme of arrangement or capital reorganization must be approved by at least 75 percent of the voting rights present and voting at the general meeting, and votes cast against the takeover cannot exceed ten percent of the votes associated with all disinterested shares. Shareholders with a conflict of interest must abstain from voting on the resolution.

Additionally, shareholders with five percent or more of the company’s share capital, or at least two shareholders with ten percent of voting shares can require a general meeting.

Shareholder consent is required to amend senior executive remuneration, put in shareholder rights plans, and to issue shares according to a pre-existing employee share plan.

The Securities and Futures Commission does not allow ‘frustrating actions’ once a bona fide offer has been communicated to the board of a target company. These actions include issuing and redeeming shares, granting rights to subscribe for shares, selling or acquiring an asset of a material amount and entering into contracts outside of the ordinary course of business.


Top Campaigns by Type

1. Removal of CEO or Other Board Member
2. Major Business Fraud
3. Accounting Fraud

Campaigns By Year

Total
Campaigns

83

Notable Invested Activists

• PAG
• Oasis Management Company (Oasis Capital)
• Oceana Glory Limited

Recent activism campaigns

Spring REIT
VS.
 PAG
Convoy Global Holdings Ltd.
VS.
 Oceana Glory Limited
Tian Ge Interactive Holdings Limited
VS.
 Emerson Analytics

Total Active
Campaigns

31

Contact FTI Consulting

Geoff Serednesky

Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com

James Jarman

Senior Director
+852 3768 4545
James.Jarman@fticonsulting.com