Three executives of listed companies may face disciplinary action for breaching the takeover code more than a decade ago by helping the late Nina Wang Kung Yu-Sum, once Asia’s richest woman, increase her holdings in a company without making a general offer to small shareholders.
The Securities and Futures Commission on Wednesday said it has asked the takeover panel to decide whether to discipline Chevalier Group founding chairman Chow Yei-ching, his son Oscar Chow Vee-Tsung who is a director of a related listed company Chevalier International, as well as Joseph Leung Wing-kong, chairman of ENM Holding, for breaching the takeover code.
The SFC alleged the trio helped Wang to secretly increase her shareholdings between 2000 and 2002 in ENM without making a general offer to all small shareholders as required by the code. The deal was only revealed when Chow senior brought the matter to the SFC’s attention after receiving a letter in late April last year from the joint administrators of Wang’s estate asking about the ENM shareholdings, which Chow kept for Wang for more than a decade. Wang passed away in 2007.
The panel could impose penalties such as a reprimand or a “cold shoulder order” which would ban the executives from trading in the local markets for sometime.
ENM, formerly known as e-New Media, sells fashion wear, operates resorts and makes investments. In 2000, Wang held 34.64 per cent interest of the company and was the largest shareholder of the company.
Between 2000 and 2002, Chow acquired a total of 160 million shares of ENM, or 9.69 per cent of total issued share capital, on behalf of Wang at her request. Wang reimbursed him via his son and Leung. Chow held the shares via four British Virgin Island (BVI) companies until December 2009 and then split the shares equally to Oscar Chow and one of his daughters to meet the new BVI law requirement.
Since Chow and Wang are considered as persons acting in concert, Chow’s purchase helped Wang to increase her stakes to 44.33 per cent, triggering the then mandatory general offer threshold of 35 per cent. The SFC said Chow’s purchase had acted as “warehousing” for Wang to escape her general offer obligation.
SFC said the trio were closely connected as Wang and Chow were close friends and business partners for 40 years. Leung was also a trusted friend of Wang and since 1987 he has been a director of Chinachem Group, of which Wang was the sole beneficial owner.