HONG KONG: SFC Imposes a Cold-Shoulder Order for Breach of the Takeovers Code

Wednesday August 1 2018

The Securities and Futures Commission (SFC) has publicly censured and imposed a 24-month cold-shoulder order against Liang Guosheng for breaching the mandatory general offer obligation of the Takeovers Code.

At the time of the breach Liang held senior positions in three principal subsidiaries and four partnerships of Silver Base Group Holdings Limited (Silver Base).

As at 23 July 2017, Liang did not hold any interest in Silver Base whilst his brother and his brother’s family trust, being Liang’s concert parties, held in aggregate 43.83%. Liang acquired shares in Silver Base on-market and by 31 July 2017 his own and his concert parties’ shareholding in Silver Base increased from 43.83% to 45.87%, triggering a mandatory offer obligation under Rule 26.1(d) of the Takeovers Code.

However, a mandatory offer was not subsequently made as required.

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