Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements (full version)

The following is a list of decisions and statements made by the Takeovers and Mergers Panel and The Takeovers Appeal Committee.

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Date	Decision/Statement	Relevant rules under the Codes	News release
7 Sept 2022	Ruling on the appropriate offer price for the mandatory general offer for Suncity Group Holdings Limited (now known as LET Group Holdings Limited)	Rules 26 & 25
30 Aug 2022	Ruling on whether a mandatory general offer obligation would arise as a result of an involuntary disposal of an interest in Jinke Smart Services Group Company Limited, and, if so, whether a waiver may be granted	General Principle 2 and Note 1 to Rule 26.1
2 Oct 2019	Ruling on whether Broadford Global Limited is permitted under the terms of its possible offer for the ‘H’ Shares in Dalian Port (PDA) Company Limited set out in its Rule 3.5 possible offer announcement dated 4th June, 2019 to deduct the dividend paid from the offer price in cash of HK$1.0127 for each ‘H’ Share in the Company	General Principles 6 and Rule 9.1
22 July 2019	Ruling on whether the mandatory general offer obligation that would result from the proposed transfer of an interest in Magang (Group) Holding Company Limited, the controlling shareholder of Maanshan Iron & Steel Company Limited, should be waived, and, if not, the applicable offer price per H share for the purposes of the offer	Note 6(a) Rule 26.1
10 May 2017	Ruling on an application for a waiver of the obligation to make a mandatory general offer for the shares of Television Broadcasts Limited under the Takeovers Code arising from an offer under the Share Buy-backs Code and related matters	General Principles 1 and 5, Note 1 on dispensations from Rule 26, Rule 3 of the Share Buy-backs Code.
7 Oct 2016	Ruling on a review of the decision of the Takeovers Executive that the offer for L&A International Holdings Limited need not be altered pursuant to Rule 24.2 of the Takeovers Code	Rule 24.2
17 May 2016	Ruling on whether certain agreements between Mr Chen Wen Xin and a subsidiary of Alibaba Group Holding Limited constituted a special deal under Rule 25 of the Takeovers Code; and, if they did, whether the whitewash waiver granted was invalidated; and, as a consequence, was a mandatory general offer obligation triggered and, if so, at what price will the mandatory general offer be made	Rule 25
21 Dec 2015	Ruling on whether a general offer obligation will result from the proposed transfer of the controlling shareholding interest in The Cross-Harbour (Holdings) Limited by Y.T. Realty Group Limited to Mr. Cheung Chung Kiu and, if so, whether it should be waived	Note 6(a) Rule 26.1
19 Oct 2015	Ruling on a review of the decision of the Takeovers Executive to waive the mandatory general offer obligation which would otherwise have arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited	Rule 26.1
2 July 2015	Sanctions imposed in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited) (See also Panel’s decision dated 8 April 2015)	Section 12.2 of Introduction
8 Apr 2015	Decision in respect of disciplinary proceedings against certain parties for the breach of mandatory offer requirement in relation to ENM Holdings Limited (formerly known as e-New Media Company Limited)	Definition of "acting in concert" and "control", Rule 26.1
14 Oct 2014	Ruling on a review of the decision of the Takeovers Executive relating to whether a mandatory offer obligaton had arisen for Mittal Steel Holdings AG in relation to the shares of China Oriental Group Company Limited	Rule 26.1
30 Jun 2014	Ruling on whether SouthGobi Resources Limited should be considered a "public company in Hong Kong" within the meaning of the Codes	Sections 4.1 and4.2 of Introduction
1 Feb 2013	Ruling on whether a chain principle offer will be triggered for Greenheart Group Limited upon the implementation of the restructuring of Sino-Forest Corporation	Note 8 to Rule 26.1
12 Apr 2012	Ruling on statements made by a representative of the Offerors regarding China Gas Holdings Limited	Rules 18.1 and 18.3
24 May 2011	Ruling on whether certain parties were acting in concert in relation to Hung Hing Printing Group Limited and related issues	Definition of “acting in concert”, Rule 26.1 and Note 7 to Rule 26.1
17 May 2011	Ruling on whether Husky Energy Inc is a “public company in Hong Kong” within the meaning of the Codes	Sections 4.1 and 4.2 of Introduction
20 Dec 2010	Ruling on whether certain parties were acting in concert in relation to Merdeka Resources Holdings Limited and whether a mandatory general offer obligation had been incurred	Definition of “acting in concert”, Rule 26.1, Notes 1, 6(a) and 7 to Rule 26.1
24 May 2010	Ruling on whether Rich Legend International Limited, a wholly owned subsidiary of China Gas Holdings Limited, may invoke certain conditions in respect of the conditional voluntary general offer for Zhongyu Gas Holdings Limited and the Offeror should proceed with its offers	Rule 5, Note 2 to Rule 30.1
21 Apr 2009	Ruling on whether Nam Tai Electronics, Inc. is permitted to extend its offer for Nam Tai Electronic and Electrical Products Limited having previously announced that such an offer had lapsed	Rules 18.2 and 31.1
10 Dec 2008	Ruling on whether to waive a mandatory general offer obligation which would result from a proposed transfer of an interest in Hong Kong Aircraft Engineering Company Limited by Cathay Pacific Airways Limited to a subsidiary of Swire Pacific Limited	Note 6(a) Rule 26.1
29 Aug 2008	Ruling on whether the proposed acquisition by the Fung family of 5% interest and by China Life Insurance Company Limited of a 10% interest in Wing Hang Bank would give rise to a mandatory general offer obligation under Rule 26.1	Notes 1 and 6(a) to Rule 26.1
29 Jul 2008	Ruling on whether a cash alternative should be required under Rule 23.1(b) as a result of the acquisition of shares in CITIC International Financial Holdings Limited for cash by Lehman Brothers Asia Limited or persons controlling, controlled by or under the same control as Lehman during the offer period	Rule 23.1(b)
6 Dec 2007	Ruling on whether certain parties are acting in concert in relation to China Oriental Group Company Limited and related issues	Definition of “acting in concert”, Rules 25 and 26.1
6 Aug 2007	Ruling on the comparable offer price to be made for the H shares in Sanmenxia Tianyuan Aluminum Company Limited	Rule 14
16 Jul 2007	Decisions in respect of disciplinary proceedings relating to allegations that certain parties were acting in concert in respect of Pacific Challenge Holdings Limited and that their failure to make a general offer was in breach of Rule 26.1	Definition of “acting in concert”, Rule 26.1
17 Dec 2003	Ruling on the application of Rule 32.1 to an on-market share repurchase programme by CLP Holdings Limited	Rule 32.1
8 Nov 2002	Ruling on whether International Capital Network Limited must comply with certain provisions of the Takeovers Code in response to an offer by Koffman 麻豆传媒 Limited	Rules 2.1 and 8.4
10 Jul 2002	Ruling on whether a concert party has been formed in respect of China Motor Bus Co Ltd	Definition of “acting in concert”
13 May 2002	Ruling on whether certain parties are acting in concert in respect of Symphony Holdings Limited	Definition of “acting in concert”	14 May 2002
2 Apr 2002	Cold shoulder order and public censure for the failure to make a mandatory general offer for Tack Hsin Holdings Limited	Rule 26.1
28 Sep 2001	Ruling on whether shares in UDL Holdings Limited issued to the Scheme Administrator carry voting rights within the meaning of the Takeovers Code	Definition of “voting rights”
4 Sep 2001	Decision on whether an application by Chaterbase Management Limited regarding UDL Holdings Limited was an abuse of process or frivolous	Sections 11.1 and 16.1 of Introduction
2 Jun 2000	Ruling on whether a clarification announcement by Singapore Telecommunications Limited is required in connection with Cable & Wireless HKT Limited	Rule 3.1(a)
30 Mar 2000	Ruling on whether share repurchases constitute disqualifying transactions for the purposes of whitewash waiver applications in Regent Pacific Group Limited	Rule 32, paragraph 3 of Schedule VI, Rule 8 (current Rule 6) of the Share Repurchase Code
9 Nov 1999	Ruling on whether Cobra Technologies Corp .has triggered a mandatory general offer obligation under Rule 26 as a result of Cobra’s acquisition of (i) 10.25% of the shares of Tse Sui Luen Jewellery (International) Limited and (ii) the rights, title and interest of UBS AG in certain financing and security documents	Rule 26.1
24 Jun 1999	Cold shoulder order and public censure for the failure to make a mandatory general offer for Kong Tai International Holdings Company Limited Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5	Definition of “acting in concert”, Rules 26.1
8 Jun 1999	Decision on proposed disciplinary action for the failure to make a mandatory general offer for South East Group Limited (formerly Benelux International Limited) and subsequent cold shoulder order	Rule 26.1
14 Apr 1999	Ruling on the application of Rule 26.3 on the determination of the offer price in relation to Far East Aluminium (Holdings) Limited	Rule 26.3
25 Mar 1999	Review by the Takeovers Appeal Committee on whether the sanctions imposed by the Takeovers Panel for the failure to make a general offer for Shun Ho Resources Holdings Limited was unfair or excessive (See also Panel’s decision dated 29 November 1995 and Panel’s decision dated 20 December 1993)	--
28 May 1998	Ruling on whether there is a break up of a concert party holding shares in Golden Power International Holdings Limited	Definition of “acting in concert”
1 Mar 1997	Ruling on whether an unconditional mandatory general offer for Kwong Sang Hong International Limited may be made immediately after a privatisation offer has lapsed	Rule 31.1
14 May 1996	Ruling on the application of Rule 13 in relation to a proposed offer for warrants of Asean Resources Holdings Limited	Rule 13	14 May 1996
29 Nov 1995	Cold shoulder order and compensation proposal for the failure to make a mandatory general offer for Shun Ho Resources Holdings Limited (See also Panel’s decision dated 20 December 1993 and Takeovers Appeal Committee decision dated 25 March 1999)	--
18 Aug 1995	Public censure for breaches of Rule 26 in relation to dealings in the shares of Rich City Packaging Holdings Limited	Rule 26	18 Aug 1995
10 Jul 1995	Ruling on whether general offer requirements in connection with a proposed share repurchase by way of general offer for Elec & Eltek International Holdings Limited may be waived	Rule 32, Rule 8 (current Rule 6) of the Share Repurchase Code
3 Jul 1995	Ruling on whether consent should be given under Rule 28 for the making of a partial offer for 51% of Kong Wah Holdings Limited	Rule 28	4 Jul 1995
13 Apr 1995	Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the acquisition of statutory control of The National Mutual Life Association of Australasia	Note 8 to Rule 26.1
10 Oct 1994	Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the conditional cash offer by Emperor (China Concept) Investments Limited for Hong Kong Daily News Holdings Limited	Rule 2
11 Aug 1994	Ruling on the application of the chain principle under Note 8 to Rule 26.1 to the proposed voluntary offer for Seapower International Holdings Limited	Note 8 to Rule 26.1	5 Oct 1994
1 Jul 1994	Ruling on the application of Rule 21.2 in respect of a placing of shares of Unisouth Holdings Limited during an offer	Rule 21.2
20 Dec 1993	Sanctions imposed following the enquiry made in respect of possible breach of Rule 33 in relation to Shun Ho Resources Holdings Limited (See also Panel Statement dated 29 November 1995 and Takeovers Appeal Committee decision dated 25 March 1999)	Rule 33 (current Rule 26)
29 Sep 1993	Press Release regarding Panel’s decision on whether there is a concert party relationship between the Kuok Group and Newscorpin respect of South China Morning Post (Holdings) Limited	Definition of “acting in concert”	29 Sep 1993
12 Jul 1993	Ruling on the suitability of Anglo Chinese Corporate Finance, Limited to act as independent financial adviser in the offer for Lolliman Holdings Limited	Rule 2	12 Jul 1993
13 Jan 1993	Ruling on the suitability of Seapower Corporate Finance Limited to act as independent financial adviser in the offer for Success Holdings Limited	Rule 2	13 Jan 1993
13 Jan 1993	Ruling on (1) the suitability of Internationale Nerderlanden Capital Markets (Hong Kong) Limited to act as independent financial adviser and (2) the offer price under the chain principle under Note 8 to Rule 26.1 in the offers for Pacpo Holdings Limited and Hong Kong Building and Loan Agency Limited	Rule 2, Note 8 to Rule 26.1	13 Jan 1993
10 Oct 1990	Decision of the Committee on Takeovers and Mergers in the matter of Jademan (Holdings) Limited		10 Oct 1990

Note:

In some of these documents, the names of certain individuals have been masked as 10 years have elapsed since the public criticism of them was made.

Last update: 7 Sep 2022