On 16 February 2026, HK SFC discussed settlement involving liability up to HKD 1.5bn.
- HK SFC announced a settlement with Sino Wealth International Limited and Clear Prosper Global Limited for breaches of the codes on takeovers and mergers and share buy-backs in relation to dealings in shares of Giordano International Limited.
Outline of Settlement
- HK SFC's Takeovers Executive found Chow Tai Fook Nominee Limited (CTFN) and its concert parties acted in concert with two other Giordano shareholders, Best Sincere Limited and Firstrate Enterprises Limited, outside CTFN group.
- The Relevant Concert Group's interest in Giordano shares crossed 30% on 18 May 2016, triggering a mandatory general offer obligation at HKD 3.60 per share; no such offer was made.
- A voluntary general offer (VGO) at HKD 1.88 per share was declared lapsed despite the 50% acceptance condition having been met when Relevant Concert holdings are included.
- Under the settlement, Sino Wealth and Clear Prosper will make cash payments to independent Giordano shareholders as of 18 May 2016 and 13 September 2022, with upper aggregate liability of around HKD 1.5bn, subject to successful claims received.
- Payment per share is determined by comparing the price at which independent shareholders should have had an opportunity to sell under a compliant general offer against benchmark market prices on the relevant dates.
- HK SFC reminds market participants that strict compliance with the codes is required for all takeover, merger, and share buy-back activity in Hong Kong.
