SFC publicly censures Ngai Lai Ha and imposes a cold-shoulder order for breach of the Takeovers Code

2 Nov 2020

  • Company involved: International Housewares Retail Company Limited
  • People involved: Ms Ngai Lai Ha, the chairperson and executive director of International Housewares Retail Company Limited
  • Penalty: SFC publicly censured and imposed an 18-month cold-shoulder order against Ms Ngai Lai Ha

    Summary:

    The SFC has publicly censured and imposed an 18-month cold-shoulder order against Ms Ngai Lai Ha for breaching the mandatory general offer obligation of the Takeovers Code. Ngai was the chairperson and executive director of International Housewares Retail Company Limited when the breaches took place. On 6 March 2019, Ngai purchased 170,000 of the company’s shares at $2.01 per share. As a result, the shareholding of Ngai and her concert parties (Concert Group) in the company reached 50.50%, representing an increase of more than 2% from the Concert Group’s lowest collective percentage interest of 48.48% in the preceding 12 months. Subsequently, Ngai made 12 additional dealings in the company’s shares during the period from March to May 2019, crossing the 2% creeper each time. Ngai submitted to the Executive that she misunderstood the operation of the 2% creeper provisions under Note 17 to Rule 26.1 of the Takeovers Code which resulted in the breaches. She accepted that she has breached the Takeovers Code and deprived the company’s shareholders of the right to receive a general offer for their shares. Ngai agreed to the current disciplinary action against her.

Read more about this enforcement news here: https://bit.ly/3mekkMq