Hong Kong's Securities And Futures Commission Publicly Censures Yeung Wing Yee And Imposes A Cold Shoulder Order For Breach Of The Takeovers Code

The Securities and Futures Commission (SFC) has publicly censured and imposed a 24-month cold shoulder order (Note 1) against Yeung Wing Yee for breaching the mandatory general offer obligation of the Takeovers Code (Note 2).

Yeung became a shareholder of Union Asia Enterprise Holdings Limited (Union Asia) in July 2016. He increased his interest in Union Asia to 31.13% on 1 August 2016, triggering a mandatory general offer obligation under Rule 26.1(a) of the Takeovers Code (Note 3), but no offer was made. He further increased his shareholding to 32.87% on 3 August 2016.

Yeung submitted to the Executive (Note 4) that he had no intention to acquire control of Union Asia and was not aware of the relevant requirements of the Takeovers Code. He accepts that he has breached the Takeovers Code and deprived Union Asia’s shareholders of the right to receive a general offer for their shares. Yeung agreed to the current disciplinary action against him.

“Parties who wish to take advantage of the securities markets in Hong Kong must use the best of their abilities to comply with the Takeovers Code and seek professional advice as and when needed,” said Mr Brian Ho, the SFC’s Executive Director of Corporate Finance. “Yeung disregarded one of the most fundamental provisions of the Takeovers Code and this merits strong disciplinary action.”

The Executive Statement can be found in the “Listings & takeovers – Takeovers and Mergers – Decisions & statements – Executive decisions and statements” of the SFC website.

Notes:

Yeung will be denied direct or indirect access to the Hong Kong securities market for a period of 24 months commencing on 30 August 2017 to 29 August 2019.
The Code on Takeovers and Mergers.
Rule 26.1 of the Takeovers Code provides that subject to the granting of a waiver by the Executive, when any person acquires, whether by a series of transactions over a period of time or not, 30% or more of the voting rights of a company, that person shall extend offers to the holders of each class of equity share capital of the company, whether the class carries voting rights or not.
The Executive Director of the SFC’s Corporate Finance Division or his delegate.