The Hong Kong Securities and Futures Commission has reached a settlement with Sino Wealth International Limited and Clear Prosper Global Limited over breaches of The Codes on Takeovers and Mergers and Share Buy-backs connected to dealings in Giordano International Limited shares. The settlement requires cash payments to independent Giordano shareholders, with total compensation potentially up to approximately HKD 1.5 billion depending on successful claims. Following an investigation into Giordano’s shareholding structure, the SFC’s Takeovers Executive considered that two other Giordano shareholders, Best Sincere Limited and Firstrate Enterprises Limited, were acting in concert with Chow Tai Fook Nominee Limited and its concert parties, and their holdings and dealings should have been aggregated for Code purposes. On that basis, the Relevant Concert Group’s interest crossed 30% on 18 May 2016, triggering a Rule 26 obligation to make a general offer in cash at HKD 3.60 per share which was not made. The Executive also considered there was a breach of Rule 5 when Clear Prosper’s voluntary general offer announced in June 2022 at HKD 1.88 per share was declared lapsed on 13 September 2022, even though the sole acceptance condition would have been met if the additional shareholders’ holdings had been taken into account. Payments will be made to independent shareholders who held Giordano shares on 18 May 2016 and/or 13 September 2022, with per-share amounts calculated by comparing the price they should have been able to sell at under a compliant offer with benchmark market prices, subject to documentary proof and a claims and verification process administered by an adjudicator. The settlement agreement was signed on 31 October 2025 and took effect after conditions were met, including the appointment of the adjudicator, submission of funding proof and publication of the claims arrangements.
Hong Kong Securities & Futures Commission 2026-02-16
Hong Kong Securities and Futures Commission settles Giordano Takeovers Code case requiring Sino Wealth and Clear Prosper to compensate shareholders up to HKD 1.5 billion
The Hong Kong Securities and Futures Commission settled with Sino Wealth International Limited and Clear Prosper Global Limited over breaches of The Codes on Takeovers and Mergers and Share Buy-backs related to Giordano International Limited shares. The settlement involves cash payments to independent Giordano shareholders, potentially totaling up to HKD 1.5 billion. Breaches included failing to make a general offer when the Relevant Concert Group's interest exceeded 30% and lapsing a voluntary general offer despite meeting acceptance conditions.