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Cayman Islands listed as “a recognised jurisdiction” on Hong Kong Stock Exchange (HKEx)

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  • At least a simple majority of the outstanding shares entitled to vote is required for any change to the constitutive documents, variation of share class rights, voluntary winding-up, or reduction or alteration of share capital. Only stockholders should have the power to amend the constitutive documents.
  • The company must hold an annual general meeting of stockholders each year no later than 15 months after the last annual meeting. Written consent may not be used in lieu of an annual meeting.
  • The stockholders must approve the appointment, removal and compensation of auditors, and any payment to a director or past director as a compensation for loss of office or retirement from office.
  • Stockholders holding at least 5% of the outstanding shares entitled to vote can require the company to hold an extraordinary general meeting and circulate a proposed resolution.
  • The notice period must be at least 21 days for a meeting approving a special resolution and at least 14 days for any other stockholders' meeting.
  • The election of a director is required to be voted on individually, provided a single resolution electing two or more directors is permitted if there is unanimous stockholder approval.
  • Loans to directors and associates, including quasi-loans and credit transactions, are generally prohibited except where otherwise permitted under Hong Kong law. Companies subject to the U.S. Sarbanes-Oxley Act of 2002 prohibition from making personal loans to officers and directors are considered to be subject to an equivalent requirement.
  • At least a two-thirds majority stockholder approval is required for any change in constitutive documents, variation of share class rights or voluntary winding-up.
  • Stockholders holding at least 10% of the nominal value of the issued shares, i.e., the total par value of the issued shares, may petition the court to cancel the variation of class rights.
  • Any reduction of share capital will be subject to court confirmation.
  • The circumstances under which the company may give financial assistance to a person for the acquisition of the company's own shares or the minority stockholders of the company may be bought out or require an offeror to buy out their interests after a successful takeover or share repurchase.
  • A stockholder approval threshold lower than three-quarters for a change in constitutive documents, variation of share class rights, voluntary winding-up, or reduction in share capital.
  • Any other differences between the stockholder protections that the company will provide and those required under Hong Kong law, and any measures that are expected to be adopted if not unduly burdensome to the company but are not adopted.
  • All jurisdictional and regulatory differences between Delaware and Hong Kong, especially on aspects described in the 2007 Joint Policy Statement (JPS) issued by HKEx and the Hong Kong Securities and Futures Commission.

Published June 6, 2012

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