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Takeovers Bulletin

This newsletter helps industry participants better understand the Codes on Takeovers and Mergers and Share Buy-backs. The bulletin also provides updates on Practice Notes and guidance on the Takeovers Executive'spractices.

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Year Issue No.(Publication date) Highlights
 2023 67 (Dec 2023)
  • Submission of documents to the Executive
  • Quarterly update on the activities of Takeovers Team
 2023 66 (Sep 2023)
  • Consultation conclusions on Codes amendments
  • Calculation of acceptances under Rules 2.2 and 2.11
  • Quarterly update on the activities of the Takeovers Team
 2023  65 (Jun 2023)
  • Irrevocable undertakings and financial resources confirmations
  • Public consultation on Codes amendments
  • Quarterly update on the activities of the Takeovers Team
 2023  64 (Mar 2023)
  • Public criticism of Cheung Chi Shing for breaching the Takeovers Code
  • New Practice Note 25
  • Retirement of Mr Stephen Clark from the Panel
  • Appointments and reappointments to takeovers-related committees
  • Quarterly update on the activities of the Takeovers Team
 2022  63 (Dec 2022)
  • Public criticism of Gold Dragon Worldwide Asset Management Limited for breaching dealing disclosure requirements
  • New Practice Note 24
  • Quarterly update on the activities of the Takeovers Team
 2022  62 (Sep 2022)
  • Takeovers Panel’s decision on granting a special waiver from the general offer obligation
  • Takeovers Panel’s decision on the offer price in a mandatory general offer
  • Quarterly update on the activities of the Takeovers Team
2022 61 (Jun 2022)
  • Public criticism of Gao Yunhong and Feng Xuelian for breaching the no frustrating action rules
  • Reminder of ancillary documents requirements
  • Closing announcements and trading suspensions
  • Asia Pacific Takeovers Regulators Virtual Conference 2022
  • Quarterly update on the activities of the Takeovers Team 
2022 60 (Mar 2022)
  • Public censure and cold shoulder order imposed on Chu Hing Tsung for breaching the mandatory general offer obligation
  • Public censure of Wonderful Sky and Liu Tianni and public criticism of Liu Kiki Ching Tung for breaching the Code on Share Buybacks
  • Close of offer period in winding-up proceedings
  • Chairmen in Codes-related shareholders’ meetings
  • Reappointments to the takeovers-related committees
  • Quarterly update on the activities of the Takeovers Team
2021 59 (Dec 2021)
  • Schemes of arrangement and Rule 2.10 of the Takeovers Code
  • Application of the Codes to a Grandfathered Greater China Issuer
  • New Practice Note 23
  • Quarterly update on the activities of the Takeovers Team
2021 58 (Sep 2021)
  • Public censure of BIT Mining for breaching special deal rules
  • Quarterly update on the activities of the Takeovers Team
2021 57 (Jun 2021)
  • Undesirable conduct of practitioners in consultations
  • Proposed enhancements to the competency framework for intermediaries and practitioners (including those undertaking Codes-related work)
  • Quarterly update on the activities of the Takeovers Team
2021 56 (Mar 2021)
  • Takeovers and Mergers Panel: Retirement of Mr Stephen Clark and appointment of Mr Freeman Chan as Chairman
  • Additional disclosure of future intentions for unlisted securities
  • Application of Rule 35.3 on connected exempt principal traders
  • Appointments and reappointments to the takeovers-related committees
  • Quarterly update on the activities of the Takeovers Team
2020 55 (Dec 2020)
  • Identifying all relevant regulatory approvals for completion of offers
  • Additional disclosure in delistings of Mainland issuers under Rule 2.2
  • Public censure and cold shoulder order imposed on Ngai Lai Ha and reminder on the operation of Note 17 to Rule 26.1 
  • Public censure and cold shoulder order imposed on So Yuk Kwan
  • Quarterly update on the activities of the Takeovers Team
 2020 54 (Sep 2020)
  • Reminder about exclusivity agreements
  • Implications of enforcement of security
  • New online DoD submission platform launched
  • Revisions to Practice Note 20
  • Disciplinary proceedings against Ngai Lai Ha for alleged breach of Takeovers Code
  • Quarterly update on the activities of the Takeovers Team
2020

53 (Jun 2020)

  • Application of Rule 35.4 on EPTs
  • Preservation of confidentiality
  • Public censure of Fu Kwan for breaches of dealing restrictions
  • Public criticism of CICC Financial Trading Limited and China International Capital Corporation Limited for dealing disclosure breaches
  • New online DoD submission platform
  • Quarterly update on the activities of the Takeovers Team
2020

52 (Mar 2020)

  • Practice Note 7 (PN 7) revised to take into account treatment of right-of-use assets
  • Public censures of CLSA Limited, CITIC Securities Brokerage (HK) Limited, Beijing Enterprises Holdings Limited and their representatives for Share Buy-backs Code breaches
  • Note 2 on dispensations from Rule 26 of the Takeovers Code
  • Appointments and reappointments to the takeovers-related committees
  • Quarterly update on the activities of the Takeovers Team
2019

51 (Dec 2019)

  • Takeovers Panel’s decision on deducting dividend from offer price
  • Special deal considerations for ordinary course of business transactions
  • Early identification of connected fund managers and connected principal traders
  • Signatories to confirmations under Note 3 to Rule 8.1
  • Quarterly update on the activities of the Takeovers Team
2019

50 (Sep 2019)

  • Takeovers Panel’s decision concerning Maanshan Iron & Steel Company Limited
  • Reminder about offerors' restrictions under Rule 26.4
  • Revisions to Practice Note 19 – Chain principle offer price
  • Public criticism of CM Asset Management (Hongkong) Company Limited for breaching dealing disclosure requirements
  • Quarterly update on the activities of the Takeovers Team
2019

49 (Jun 2019)

  • Public criticism in relation to Hopewell Holdings Limited
  • Reminder to submit Code documents for vetting
  • PN 20 revised to require updates to list of financial advisers after close of offer
  • Quarterly update on the activities of the Takeovers Team
2019

48 (Mar 2019)

  • Disclosure of special deals in Rule 3.5 announcements
  • Presumption of acting in concert
  • Use of email by the Executive
  • Appointments and reappointments to the takeovers-related committees
  • Quarterly update on the activities of the Takeovers Team
2018

47 (Dec 2018)

  • New Practice Note 22
  • Structure of offer price should not be oppressive to offeree shareholders
  • Quarterly update on the activities of the Takeovers Team
2018

46 (Sep 2018)

  • Cold shoulder order imposed on Liang Guosheng for breach of mandatory offer requirement
  • Revision to Practice Note 20
  • Quarterly update on the activities of the Takeovers Team
2018

45 (Jun 2018)

  • Consultation conclusions on Codes amendments and related changes
  • New note to section 4.2 of the Introduction
  • Cold shoulder order imposed on Chan Shing for breach of mandatory offer requirement
  • Quarterly update on the activities of the Takeovers Team
2018

44 (Mar 2018)

  • Nomura Hong Kong publicly criticised for Takeovers Code breaches
  • Publication of full property valuation reports
  • Public consultation on Code amendments
  • Appointments and reappointments to the Takeoversrelated Committees
  • Quarterly update on the activities of the Takeovers Team
2018

43(S) (Jan 2018)

  • Public consultation on proposed Code amendments
2017

43 (Dec 2017)

  • Season’s Greetings
  • Public censure of Zhang Qiang for breaches of dealing restrictions
  • Reminder to submit filing forms for applications
  • Quarterly update on Takeovers Team activities
2017

42 (Sep 2017)

  • Cold shoulder order imposed on Yeung Wing Yee for breach of mandatory offer requirement
  • Public censure of Chen Chi-Te and Kenneth C.M. Lo for breaches of dealing provisions
  • Public censure of China Life Insurance (Overseas) Company Limited for dealing disclosure breaches
  • Scheme of arrangement results announcements
  • Revision to Practice Note 12
  • Review of monthly update announcements
  • Reminder to fund managers on the discontinuation of HKEX’s Portfolio Valuation service
  • Quarterly update on the Takeovers Team’s activities
2017

41 (Jun 2017)

  • Takeovers Panel’s decision concerning TVB
  • Revisions to the Codes to reflect new resolution regime
  • Quarterly update on the Takeovers Team's activities
2017

40 (Mar 2017)

  • Reminder about confidentiality, talks announcements and minimum suspensions
  • Monthly update announcements
  • Appointments and reappointments to the Takeovers and Mergers Panel and the Takeovers Appeal Committee
  • Quarterly update on the activities of the Takeovers Team
2016

39 (Dec 2016)

  • Season’s Greetings
  • Performance pledges
  • Case management for Code matters
  • Revised PN 1 in relation to partial offers
  • Cold shoulder order imposed on Zheng Dunmu for breach of mandatory offer requirement
  • Public criticism of Southwest Securities International Investment and related parties
  • Quarterly update on the activities of the Takeovers Team
2016

38 (Sep 2016)

  • New filing form for applications under the Codes
  • Quarterly update on the activities of the Takeovers Team
2016

37 (Jun 2016)

  • Panel rules that Alibaba breached special deal requirements
  • Confidentiality, talks announcements and minimum suspensions
  • Engagement of financial advisers in Code transactions
  • Whitewash waivers and compliance with applicable rules and regulations
  • Executive publicly criticises China New Way and related parties for Takeovers Code breach
  • Executive publicly censures Bank of America Merrill Lynch Group for Takeovers Code breaches
  • Fourth Asia Pacific Takeovers Regulators Conference in Hong Kong
  • Quarterly update on the activities of the Takeovers Team
2016

36 (Mar 2016)

  • Trading suspensions should be kept to a minimum
  • New Practice Note 21–Waivers under Note 6(a) to Rule 26.1
  • Executive publicly censures Goldman Sachs for breaches of Takeovers Code
  • Appointment and reappointments to the Takeovers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
2015

35(Dec 2015)

  • Season’s Greetings
  • Takeovers Panel rules no general offer required for China Oriental
  • Takeovers Panel’s decision in relation to Cross-Harbour
  • Impact of disqualifying transactions
  • Dealing disclosure reminders to associates
  • Quarterly update on the activities of the Takeovers Team
2015

34 (Sep 2015)

  • Takeovers Panel imposes sanctions for breach of mandatory offer requirement
  • Independent vote required for underlying transactions in whitewash cases
  • Update on post-publication review of Schedule compliance
  • Reminder to submit advanced drafts of documents for vetting
  • Early consultation on employee benefit trusts
  • Quarterly update on the activities of the Takeovers Team
2015

33 (Jun 2015)

  • Submission of Code-related announcements and documents for pre-vetting
  • Revisions to Practice Note 20 related to announcements and documents under the Codes
  • Quarterly update on the activities of the Takeovers Team
2015

32 (Mar 2015)

  • Takeovers Panel finds breach of mandatory offer requirement
  • Revisions to Practice Note 2 in relation to profit forecasts
  • Appointments and reappointments to the Takeovers and Mergers Panel and Takeovers Appeal Committee
  • Quarterly update on the activities of the Takeovers Team
2014

31 (Dec 2014)

  • Season’s Greetings
  • Takeovers Panel rules no mandatory general offer obligation triggered for China Oriental
  • Dismissal of judicial review against Takeovers Panel
  • Sanctions imposed for breach of Rule 31.3
  • Quarterly update on the activities of the Takeovers Team
2014

30 (Sep 2014)

  • Dealing disclosures by associates during an offer period
  • Reminder about definition of “Document” and Rule 12.1
  • Confirmation of shareholdings in placing and top-up transactions
  • Communication with the Executive by fax or email
  • Quarterly update on the activities of the Takeovers Team
2014

29(S) (Jun 2014)

  • Takeovers Panel rules the Codes apply to SouthGobi Resources Limited
2014

29 (Jun 2014)

  • Changes to commenting process on Schedule disclosure requirements and revised PN20
  • Rule 22 Dealing Disclosure Online Submission system launched and new electronic dealing disclosure forms
  • Quarterly update on the activities of the Takeovers Team
2014

28(Mar 2014)

  • Codes amended to reflect new Companies Ordinance
  • Update on the post-vetting regime and addition to the Post-Vet List
  • New Practice Note 20 – Guidance note on announcements and documents under the Codes
  • Appointments and reappointments of members to the Takeovers and Mergers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
2013

27 (Dec 2013)

  • Season’s Greetings
  • Disciplinary proceedings against Chow Yei Ching and others for alleged breach of Takeovers Code
  • Disciplinary action against Daqing Dairy and its directors
  • Update on Asia Pacific Takeovers Regulators Forum
  • Quarterly update on the activities of the Takeovers Team
2013

26 (Sep 2013)

  • Disciplinary proceedings against chairman of Pearl Oriental Oil Limited and others for alleged breach of Takeovers Code
  • Dealing disclosures under Rule 22 of the Takeovers Code
  • Application of Rule 10.9 to unaudited quarterly results published during an offer period
  • Quarterly update on the activities of the Takeovers Team
2013

25 (Jun 2013)

  • "Disqualifying transactions" under paragraph 3 of the Whitewash Guidance Note (Schedule VI of the Codes)
  • Application of Rule 20.1(b) to share repurchases by partial offer
  • Quarterly update on the activities of the Takeovers Team
2013

24 (Mar 2013)

  • Takeovers Panel rules chain principle offer triggered for Greenheart
  • Appointments and reappointments to the Takeovers Panel and related committees
  • Quarterly update on the activities of the Takeovers Team
2012

23 (Dec 2012)

  • Season's Greetings
  • Asia Pacific Takeovers Regulators Forum
  • Reconfirmation of financial resources at document stage
  • Vetting of "ancillary" documents
  • Changes to Takeovers-related committee
  • Quarterly update on the activities of the Takeovers Team
2012

22 (Sep 2012)

  • Practice Note 19 – Chain principle offer price
  • "No comment” fax not a confirmation of compliance
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 June 2012
2012

21 (Jun 2012)

  • Takeovers Panel’s decision in relation to China Gas Holdings Limited
  • Disciplinary action againstCapital VC Limited and Yau Chung Hong
  • Addition to the Post-Vet Listand revision of Practice Note 5
  • Quarterly update on theactivities of the TakeoversTeam for the period ended31 March 2012
2012

20 (Mar 2012)

  • Consultation conclusions on takeovers-related amendments
  • Limitation of consultations on a no-name basis
  • Re-appointment of members to the Takeovers and Mergers Panel and related committees
  • Penta Investment Advisers Limited publicly criticised for dealing disclosure breaches
  • Quarterly update on the activities of the Takeovers Team for the period ended 31 December 2011
2011

19 (Dec 2011)

  • Season’s Greetings
  • Reminder to fund managers regarding dealing disclosure obligations
  • “List of Secondary Listed Companies not subject to the Codes” posted on the SFC website
  • Fidelity Worldwide Investment publicly criticised for dealing disclosure breaches
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 September 2011
2011

18 (Sep 2011)

  • Public consultation on proposed Code amendments
  • Timing of disclosure of dealings in the time zones of the United States
  • Update on overseas companies with secondary listings in Hong Kong to which the Codes do not apply
  • Quarterly update on the activities of the Takeovers Team for the period ended 30 June 2011
2011

17 (Jun 2011)

  • Practice Note 1 revised to clarify limitations of using the share register method to make partial offers
  • Practice Note 15 revised to clarify certain issues relating to confirmations of sufficient financial resources
  • Takeovers Panel rules no general offer obligation triggered for Hung Hing Printing Group Ltd
  • Takeovers Panel rules Husky Energy Inc not a public company in Hong Kong
  • Update on the activities of the Takeovers Team in the six months ended 31 March 2011
2011

16 (Mar 2011)

  • Offer Period Tables published
  • Reminder to EFMs and EPTs on timely submission of annual confirmations
  • Withdrawal of Practice Note 3
  • Publication of hyperlinked Codes on Takeovers webpage
  • Appointments and reappointments to the Takeovers and Mergers Panel, the Takeovers Appeal Committee and the Nominations Committee
2010

15£¨Dec 2010£©

  • Reminder that no general offer should be made or triggered during a black out period
  • Update on the post-vetting regime and reminder about directors’ responsibility statements
  • Confirmation of past shareholdings required in placing and top up transactions
  • Takeovers Panel rules no mandatory offer obligation triggered for Merdeka Resources Holdings Limited
  • Templeton Asset Management Ltd. publicly censured for dealings disclosure breaches
  • Update on takeover activities for six months ended 30 September 2010
2010

14 (Sep 2010)

  • Revised Practice Note 9
  • Revised Rule 22 disclosure forms
  • Application of the Codes to companies with secondary listings
  • Meaning of “completion of subscription” under paragraph 3(b) of Whitewash Guidance Note in Schedule VI of the Codes
  • Reminder of importance of compliance with Rule 3.6
2010

13 (Jun 2010)

  • Post-vetting of certain routine announcements implemented
  • Revised Practice Note 5 on post-vetting issued
  • Codes now apply to REITs
  • Takeovers Panel upheld the Executive’s ruling that offers for Zhongyu Gas must proceed
  • Update on the activities of the Takeovers Team
  • Printing tips for Practice Notes and Post-Vet List
2010

12 (Mar 2010)

  • Revised Practice Note 15
  • Reminder of the importance of maintaining proper compliance and monitoring systems
  • Consultation Paper on the proposal to extend the application of the Codes to REITs
  • Reappointments to the Takeovers and Mergers Panel, the Takeovers Appeal Committee, the Nominations Committee and the Disciplinary Chair Committee
2009

11 (Dec 2009)

  • Practice Note 18 - Clarification on application of Rule 31.3
  • Reminder on financial advisers’ or placing agents’ duty to verify and confirm placees’ independence in placing and top-up transactions
  • Reminder to exempt fund managers and exempt principal traders to make timely disclosures
  • Revised Practice Note 5
  • Update on the activities of the Takeovers Team
2009

10 (Sep 2009)

  • Revised Practice Note 2
  • Revised Practice Note 6
  • Reminder on early identification of Code implications
  • Arrangements for closing of offers on days affected by adverse weather
2009

9 (Jun 2009)

  • Panel’s decision on NTEEP and disciplinary action against Mr Koo
  • New Practice Notes 16 and 17
  • The Executive’s clearance of documents does not give immunity
  • Revised Practice Note 3
  • Update on the activities of the Takeovers Team
2009

8 (Mar 2009)

  • Takeovers Panel’s decisions in relation to Wing Hang Bank and HAECO
  • Reminder about importance of early preparation for compliance with Rule 10.4
  • Executive reverts to manuscript comments on documents following six-month trial period for communicating comments by fax
  • New appointments to the Takeovers and Mergers Panel and the Takeovers Appeal Committee
2008

7 (Dec 2008)

  • The Takeovers Panel’s recommendation not to relax the trigger and creeper provisions in the Takeovers Code
  • Practice Note 15 (PN15) - Confirmation of financial resources in cash offers
  • Reminder about importance of highlighting issues to the Executive
  • Revised Practice Notes
  • Update on the activities of the Takeovers Team
2008

6 (Sep 2008)

  • Practice Note 12 (PN12) – Gathering of irrevocable Commitments
  • Practice Note 13 (PN13) – Timing of disclosure of holdings by a group of which an adviser is a member
  • Practice Note 14 (PN14) – Meaning of “reporting on in accordance with Rule 10”
  • Takeovers Panel waived the cash alternative offer requirement in the privatisation of CITIC International Financial Holdings Limited
  • Appointment of members to the Disciplinary Chair Committee
  • Six-month trial period for communicating comments on documents by fax
2008

5 (Jun 2008)

  • Practice Note 10 (PN10) – Reservation of right to waive the whitewash condition
  • Practice Note 11 (PN11) – Application of Rule 12.1 to announcements issued upon trading suspension in compliance with the Listing Rules
  • Reminder about the importance of Rule 25
  • Impending introduction of new Rule 21.7 and the relevance of exempt principal trader (“EPT”) status
  • Update on the activities of the Takeovers Team
2008

4 (Mar 2008)

  • Practice Note 9 (PN9) - Exempt fund manager and exempt principal trader status
  • Importance of compliance with Rule 3.6 and Rule 31.3
  • Conclusions Paper on amendments relating to hearings under the Codes
2007

3 (Dec 2007)

  • Takeovers Panel ruled that mandatory general offer be made for China Oriental Group Company Limited
  • Practice Note 6 – Appropriate offers should be made for convertibles or warrants under Rule 13 even if they are not exercisable within the offer period
  • Practice Note 7 –Treatment of certain assets for the purpose of Rule 11.1(f)
  • Practice Note 8 – Reminder about early consultation with the Executive
  • Consultation Paper on new procedures for hearings under the Codes
2007

2 (Sep 2007)

  • Practice Note 3 – Implementation of Phase 1 of the Electronic Disclosure Project and the application of Rule 19.1 of the Takeovers Code
  • Practice Note 4 – Can the offer price be increased after a “no increase” statement?
  • Practice Note 5 – Executive’s commenting process does not give immunity
  • Takeovers Panel decisions in relation to pacific Challenge Holdings Limited and Sanmenxia Tianyuan Aluminum Company Limited
  • Consultation Paper on proposed amendments to the Codes
2007

1 (May 2007)

  • Welcome Message
  • The Takeovers Executive and the Codes
  • Practice Note 1 – Partial offers
  • Practice Note 2 – Treatment of profit forecasts required by overseas jurisdictions
  • Takeovers Executive publishes a statement on its ruling in relation to PCCW Limited

 

1 The Executive refers to the Executive Director of Corporate Finance Division of the SFC or his delegate.

Last update: 29 Dec 2023

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