Hong Kong – SFC Sanctions for Takeover Code Violation

Hong Kong – SFC Sanctions for Takeover Code Violation

On 15 November 2024, the Securities and Futures Commission (SFC) publicly censured  Ms Zuo Ping for breaching the mandatory general offer obligation under the Takeovers Code.

Background

  • Publicly censured and imposed a six-year cold shoulder order against Ms Zuo Ping
  • Zuo made a number of acquisitions and disposals of shares in CBK Holdings Limited (CBK) on the market between 2 November 2023 and 20 November 2023
  • Her shareholding interest in CBK increased from 0% to 30.22% of CBK’s then issued share capital on 20 November 2023, triggering a mandatory general offer obligation under Rule 26.1 of the Takeovers Code.
  • Zuo did not make any general offer for CBK’s shares at that time.
  • Zuo acknowledged her breach of the Takeovers Code, and agreed to the disciplinary action
  • Zuo’s conduct falls short of the standards expected of her and amounts to a disregard of one of the most fundamental provisions of the Takeovers Code, which merits strong disciplinary action.

The Executive Statement can be found in the “Regulatory functions – Corporates – Takeovers and mergers – Decisions and statements – Executive decisions and statements” section of the SFC’s website.