SFC publicly censures China Life Insurance (Overseas) Company Ltd for breaches of takeovers code

The Hong Kong Securities and Futures Commission (SFC) has publicly censured China Life Insurance (Overseas) Company Limited as a result of its failure to disclose its dealings in the shares of Glorious Property Holdings Limited in contravention of the Code on Takeovers and Mergers.

Between 9 May and 5 August 2016, China Life executed 2,139 trades in Glorious Property’s shares during an offer period and failed to make public disclosures of these dealings as required by Rule 22 of the Takeovers Code. During this time, China Life held more than 5% of Glorious Property’s issued shares and was therefore an associate of the company.

China Life accepts that it failed to comply with the Takeovers Code and consented to the disciplinary action taken against it. It is implementing a number of remedial measures to ensure future compliance with the Takeovers Code.

The SFC wishes to take this opportunity to remind practitioners and parties who wish to take advantage of the securities markets in Hong Kong that they should conduct themselves in matters relating to takeovers and mergers in accordance with the Takeovers Code. In particular, associates must report their dealings in the offeree company (or offeror company in the case of a securities exchange offer) during an offer period in accordance with Rule 22 of the Takeovers Code.

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