The Securities and Futures Commission began disciplinary proceedings against the chairperson of International Housewares Retail Company (1373), Ngai Lai-ha, over a breach of the Code on Takeovers and Mergers.
The SFC alleges that in a number of acquisitions of the company's shares Ngai acquired on each occasion more than 2 percent voting rights of IHRC from her lowest collective percentage interest in the preceding 12 months without making a mandatory general offer under the Takeovers Code.
Under the Code, the listed companies' shareholders with holdings of between 30 and 50 percent have to acquire no more than 2 percent of the company stake every 12 months. Otherwise, a mandatory general offer should be made.
Ngai, Peter Lau Pak Fai and their controlled company, Hiluleka, have been "acting in concert" under the Takeovers Code since the incorporation of Hiluleka.
The SFC has identified 13 separate instances during the period from March to May 2019 where Ngai triggered an obligation to make a mandatory general offer. Ngai has not made such an offer, and hence she continues to breach the Takeovers Code in 13 separate instances, said the SFC.
Meanwhile, the SFC has prohibited Fabian Shin Yick, a former responsible officer and chief executive of Yi Shun Da Capital, for 20 months over IPO sponsor failures. The prohibition period is from September 15 to May 14, 2022, for breaching the SFC's Code of Conduct and Sponsor Guidelines.
Shin was a sponsor principal in charge of the supervision of the execution of a listing application in 2017, of which YSD Capital was the sponsor.
The SFC found that Shin failed to discharge his duties as a sponsor principal, a responsible officer and a member of the senior management of YSD Capital, in that he had failed to exercise due skill, care and diligence in handling the listing application; diligently supervise his subordinates to carry out the sponsor work undertaken by YSD Capital; and ensure the maintenance of appropriate standards of conduct by YSD Capital.