Hong Kong's Securities And Futures Commission Publicly Criticises China New Way Investment Limited And Related Parties For Breach Of Takeovers Code

The Securities and Futures Commission (SFC) today publicly criticised China New Way Investment Limited (Offeror), Mr Wei Judong, Mr Zhang Xiaoliang, Ms Yang Weizhi, Mr Wei Lidong and Mr Xu Jianhua (collectively referred to as the Parties) for acquiring shares in China City Construction Group Holdings Limited, formerly known as Chun Wo Development Holdings Limited (Company) within six months after the close of an offer at above the offer price in contravention of the Takeovers Code (Notes 1, 2 & 3).

On 2 January 2015, the Offeror made an unconditional mandatory general offer in cash for the Company’s shares at $1.099 per share. The offer closed on 23 January 2015.

On 6 and 7 July 2015, the Offeror made a series of on-market acquisitions of a total of 2,930,000 shares of the Company at prices ranging from $1.19 to $1.50 per share.

The Parties submitted that the breaches were not intentional but accepted that they have breached the Takeovers Code and agreed to the current disciplinary action taken against them. 

A copy of the Executive Statement and the relevant Takeovers Code provisions can be found in the “Takeovers & Mergers - Executive decisions & statements” section of the SFC website.

Notes:

1. The Offeror is wholly owned by New Way International Investment Holdings Limited which in turn is beneficially owned by Wei Judong, Zhang, Yang and Huinong Financial Holdings Limited (a company indirectly wholly-owned by Wei Lidong), who each holds 25% of its issued shares. At the material time, Xu was the sole director of the Offeror.
2. The Company’s shares are currently listed on the Main Board of The Stock Exchange of Hong Kong Limited. The Company is principally engaged in engineering and construction work, property development and investment, as well as professional services including provision of security and property management services.
3. Rule 31.3 of the Takeovers Code prohibited the Offeror and its concert parties from buying shares at prices higher than the offer price within six months after the end of the offer period except with the consent of the Takeovers Executive.