Directors reprimanded for failing to disclose shareholding in Nina Wang deal

Directors at two listed companies have been publicly reprimanded by Hong Kong’s securities regulator for failing to disclose a shareholding stake that would have triggered a general offer, even under the more relaxed rules at the time.

Chevalier Group chairman Chow Yei Ching, his son Oscar Chow Vee Tsung, and ENM Holdings chairman Joseph Leung Wing Kong all breached the Takeovers and Mergers and Share Repurchases code, by acting as concert parties with late Chinachem Group chairwoman Nina Wang, “to obtain and consolidate control over ENM Holdings, through the acquisition of voting rights”, the Securities and Futures Commission said.

The SFC did not detail any sanctions in its announcement, issued late last week, but the regulator may be waiting for the full Takeovers Panel report, due out later.

The decade-old transaction only came to light in 2012 when lawyers acting for Wang’s estate contacted Chow about the shareholdings. Chow then “brought the matter to the SFC’s attention”, the regulator said.

The undisclosed share holdings were described as an “oversight rather than a deliberate action”, by an ENM director who spoke to the South China Morning Post on condition of anonymity because he was not authorised to talk to the media.

“It doesn’t affect the company’s management or what goes on,” he said.