Page 107 - 《期货和衍生品行业监管动态》（2022年合集）

期货和衍生品行业监管动态

SFC 提醒有意利用香港证券市场的从业者及参与人士，不论立场为何，都应

根据《公司收购、合并及股份回购守则》（两份守则）行事，当中包括在有需要

时征询专业意见。专业顾问应确保其客户明白及遵守两份守则。如对两份守则的

适用范围有任何疑问，应尽早咨询执行人员的意见。

SFC Publicly Criticises Gao Yunhong and Feng Xuelian for Breaches of the

Takeovers Code（2022/4/7）

The Securities and Futures Commission (SFC) has publicly criticised Gao

Yunhong and Feng Xuelian for breaching the no frustrating action rules under the

Takeovers Code.

An offer period commenced for Steering Holdings Limited on 13 May 2021
when an announcement was published by Masterveyor Holdings Limited. Between 27

May 2021 and 1 June 2021, a wholly-owned subsidiary of Steering disposed of
certain listed securities held by it. Given that the disposals when aggregated were a

discloseable transaction under the Listing Rules carried out during an offer period,

they constituted a frustrating action which was subject to the requirements of the

Takeovers Code.

The approval of Steering’s shareholders was not obtained nor was a waiver of

the requirement to obtain shareholders’ approval sought from the Executive. This was

a clear breach of the Takeovers Code requirements.

Gao and Feng, the two directors of Steering who were substantially involved in

the disposals, accepted that they breached the Takeovers Code and agreed to the

disciplinary action against them. They admitted that the breaches arose as a result of

their oversight and misunderstanding of the Takeovers Code requirements.

The SFC reminds practitioners and parties who wish to take advantage of the
securities markets in Hong Kong that they should conduct themselves in accordance

with the Codes on Takeovers and Mergers and Share Buy-backs (the Codes),

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