The SFC reached a settlement with Sino Wealth International Limited and Clear Prosper Global Limited for breaches of The Codes on Takeovers and Mergers by their parent company, Chow Tai Fook Nominee Limited ("CTFN"), regarding Giordano International Limited shares. The settlement involves cash payments up to HK$1.5 billion to independent shareholders.
This article was generated using SAMS, an AI technology by Timothy Loh LLP.
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On February 16, 2026, the Securities and Futures Commission ("SFC") concluded a settlement agreement with Sino Wealth International Limited (Sino Wealth) and Clear Prosper Global Limited (Clear Prosper) concerning violations of the Takeovers and Mergers Code and Share Buy-backs Code by Chow Tai Fook Nominee Limited ("CTFN") and its affiliate entities in relation to Giordano International Limited (Giordano) shares.
The SFC determined that two external shareholders, Best Sincere Limited and Firstrate Enterprises Limited, acted in concert with the CTFN group in acquiring or consolidating control over Giordano, and their holdings and transactions should have been reported under the Codes. On May 18, 2016, CTFN's stake in Giordano shares exceeded 30%, which required a mandatory general offer at HK$3.60 per share, but this obligation was not fulfilled.
Furthermore, on September 13, 2022, Clear Prosper's voluntary general offer ("VGO") for Giordano shares was declared lapsed despite meeting the VGO's conditions, resulting in a breach of Rule 5 of the Takeovers Code.
In the settlement, Sino Wealth and Clear Prosper agreed to pay cash to independent shareholders who held Giordano shares at the time of the breaches, with a potential total of approximately HK$1.5 billion in payments depending on the number of successful claims.
The SFC approved the settlement after evaluating past panel decisions, the unique aspects of the case, and the potential time and costs involved in a disciplinary hearing. The settlement underscores the public interest in adhering to the Codes.
The Executive Statement detailing the settlement is available on the SFC's website under the 'Regulatory functions – Corporates – Takeovers and mergers – Decisions and statements – Executive decisions and statements' section.
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