Abstract: The dispute settlement clause in the Articles of Association of Companies Listing outside the PRC Mainland – Prerequisite Clauses mandates that all transnational contractual and non-contractual securities disputes involving Chinese companies listed on the HKEx shall be submitted to arbitration, with the PRC law being the applicable law. Such provisions fall beyond the legislative authority of the CSRC, breach the principles of voluntary arbitration and the equal status of the arbitration institutions, and contradict with the pertinent provisions of the Company Law of the PRC and also the original legislative intent of this clause. In order to protect the lawful rights and interests of domestic and overseas investors equally, and assure the legitimacy of the articles of association of overseas listed companies, the above dispute settlement clause should be duly amended and make no provision for the settlement method of transnational securities disputes and the applicable law for non-contractual transnational securities disputes, so as to allow shareholders of overseas listed companies to select the method of dispute settlement independently, and fully respect the party autonomy on the applicable law for contractual transnational securities disputes.
Key words: overseas listing; articles of association; dispute settlement; applicable law