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SFC sanctions Zuo Ping for breaches of the Takeovers Code

Issue date: 2024-11-15 16:35:12

The Securities and Futures Commission (SFC) publicly censured and imposed a six-year cold shoulder order (Note 1) against Ms Zuo Ping for breaching the mandatory general offer obligation under the Takeovers Code (Note 2).

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. As a result of these transactions, 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. She did not make any general offer for CBK’s shares at that time.

Zuo acknowledged her breach of the Takeovers Code, depriving CBK’s shareholders of the right to receive a general offer for their shares, 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.

Parties wishing to take advantage of the securities markets in Hong Kong should conduct themselves in accordance with the Codes on Takeovers and Mergers and Share Buy-backs. This includes seeking professional advice as needed. If there is any doubt about the application of the Codes, the Executive (Note 3) should be consulted at the earliest opportunity.

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.

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Notes:

1. Zuo (including corporations controlled by her but, for the avoidance of doubt, excluding CBK and CBK’s subsidiaries) will be denied direct or indirect access to the Hong Kong securities market for a period of six years commencing on 15 November 2024 and ending on 14 November 2030.
2. The Code on Takeovers and Mergers.
3. The Executive Director of the SFC’s Corporate Finance Division or his or her delegate.

Source: SFC