SFC censures China Life offshoot for breaching takeover code

China Life Insurance (Overseas) accepts it failed to disclose 2,139 transactions in the shares of Glorious Property between May 9 and August 5 last year

PUBLISHED : Thursday, 03 August, 2017, 6:41pm
UPDATED : Thursday, 03 August, 2017, 9:10pm

The Securities and Futures Commission has publicly censured China Life Insurance (Overseas) Company for breaching the takeover code.

The company, part of the nation’s largest life insurer China Life, failed to disclose 2,139 transactions in the shares of Glorious Property Holdings between May 9 and August 5 last year.

Glorious is a Shanghai-based developer while its shares are listed in Hong Kong.

Best Era International, which is the controlling shareholder of Glorious, on March 4, 2015 announced a possible privatisation of the developer. But the privatisation was called off in November 2016.

The SFC said on Thursday the proposed privatisation meant any transaction related to Glorious by its associate companies needed to be disclosed under rule 22 of the Code on Takeovers and Mergers.

The code – usually referred simply as “the takeover code”, requires disclose of any dealings of securities by the offeror, offeree or any associates, during any takeover offer period.

The SFC said during the period, China Life held more than 5 per cent of Glorious Property’s issued shares and was therefore considered an associate of the company.

“China Life accepts that it failed to comply with the takeover code and has consented to the disciplinary action taken against it. It is implementing a number of remedial measures to ensure future compliance with the code,” the SFC said in a statement.

The watchdog also reminded companies and individuals to pay close attention to the takeover code requirements, which mean associates must report their dealings in an offeree company during an offer period of a takeover.