Year |
Issue No.(Publication date) |
Highlights |
2024 |
69 (Jun 2024) |
- New Practice Note 26 on treasury shares
- New Practice Note 27 on severe weather arrangements
- Quarterly update on the activities of the Takeovers Team
|
2024 |
68 (Mar 2024) |
- Availability of financial resources until the completion of an offer
- Appointments and reappointments to takeovers-related committees
- Quarterly update on the activities of Takeovers Team
|
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 Â鶹´«Ã½ 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 Â鶹´«Ã½ 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
|