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Court sets out buy-out offer details for Sound Global’s former chairman to purchase shares from minority shareholders

Issue date: 2025-06-26 16:59:25

The Court of First Instance has determined the buy-out offer details for former chairman and executive director of Sound Global Ltd. (Sound Global), Mr Wen Yibo, to purchase shares in the company held by minority shareholders. The court decision came after Wen was found to have orchestrated a scheme to falsify Sound Global’s bank balances and fabricate bank statements and balance confirmations (Notes 1 to 3). 

The Court ordered Wen to make an offer to purchase the shares of minority shareholders at $2.98 per share and to pay interest to those accepting the offer, calculated at 1% above prime rate from the last trading date of Sound Global shares until the date of payment (Note 4). The court also required Wen to make an advance payment to the court-appointed administrator for the commencement of the buy-out exercise.

However, Wen has failed to comply with the order by making the advance payment to the court-appointed administrator. Wen also recently proposed postponing the implementation of the buy-out offer, claiming that his assets are presently subject to mandatory enforcement measures in the Mainland (Note 5).

The SFC is considering the proposal and appropriate actions against Wen.

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Notes:

1. The Securities and Futures Commission (SFC) commenced legal proceedings on 14 June 2019 under section 214 of the Securities and Futures Ordinance against Wen. For details of the proceedings, please see the SFC's press release dated 6 October 2022.
2. For details of the terms of the buy-out order, please see the judgment dated 15 May 2025 available on the Judiciary’s website (Court Reference: HCMP 868/2019).
3. On 30 September 2022, the Court of First Instance ordered Wen to purchase shares held by minority shareholders of the company at a price to be determined by the Court. On 26 January 2024, the Court of Appeal dismissed Wen’s appeal against the buy-out order and reduced the period of the disqualification order against Wen from 12 years to 10 years.
4. $2.98 was the last trading price before the trading of Sound Global shares was suspended on 13 April 2016.
5. Wen has referred to Sound Global’s voluntary announcement dated 3 June 2025 in support of his claims.  

Source: SFC