THE HONG KONG CODE ON TAKEOVERS AND MERGERS Clause Samples

The Hong Kong Code on Takeovers and Mergers is a regulatory framework that governs the conduct of takeovers, mergers, and share buy-backs involving public companies in Hong Kong. It sets out rules and procedures to ensure that all shareholders are treated fairly and are given sufficient information and time to make informed decisions during such transactions. For example, it requires mandatory offers to be made to all shareholders when a certain ownership threshold is crossed and prescribes disclosure obligations for parties involved. The core function of the Code is to promote transparency, fairness, and an orderly market during corporate control transactions, thereby protecting the interests of minority shareholders and maintaining investor confidence.
THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, approximately 36.24% of the issued share capital of the Company was held by Prosper Empire Limited which is wholly-owned by ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇, the chairman of the Company, and his brothers, ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ who are both executive Directors. In addition, ▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ had or were taken or deemed to have an aggregate interest of approximately 1.74% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted at the AGM and assuming no further Shares are issued by the Company, the interest of Prosper Empire Limited in the issued share capital of the Company would be increased from 36.24% to 40.27% thereby triggering an obligation to make a mandatory offer under rule 26 of the Takeover Code. The Directors, however, have no present intention of exercising the Repurchase Mandate to such extent as would result in any mandatory offer. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.
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THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded: Approximate percentage of issued share Bio Garden (1) Beneficial owner 1,118,269,526 (5) 37.70% 41.89% ▇▇. ▇▇▇(2) Founder of trusts 1,118,269,526 (5) 37.70% 41.89% Beneficial owner 2,197,530 (6) 0.07% 0.08% Magic Master Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Master”)(3) corporation Magic Glory Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Glory”)(3) corporation Credit Suisse Trust Trustee 1,118,269,526 (5) 37.70% 41.89% Limited(3) Fiducia Suisse SA (Formerly known as Trustee 1,118,269,526 (5) 37.70% 41.89% KF Suisse SA)(4) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Interest of controlled 1,118,269,526 (5) 37.70% 41.89% ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇(4) corporation ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇ Hill(4) Interest of children under 18 or spouse 1,118,269,526 (5) 37.70% 41.89% Ms. ▇▇▇ ▇▇▇▇(7) Interest of controlled 297,001,627 10.01% 11.13% corporation Atlantis Capital Holdings Limited(7) Interest of controlled corporation 297,001,627 10.01% 11.13% Atlantis Investment Management (Hong Kong) Limited (“Atlantis”)(7) Beneficial owner 297,001,627 10.01% 11.13% Investment manager 181,433,583 6.12% 6.80% Interest of controlled 159,735,105 5.39% 5.98% Riverwood Asset Management (Cayman) Ltd. (“Riverwood”)(7) New Horizon Capital Partners III Limited (“NH Partners”)(8) corporation New Horizon Capital Interest of controlled 159,735,105 5.39% 5.98% III, L.P. (“NH Capital”)(8) corporation Hope Sky Beneficial owner 159,735,105 5.39% 5.98% Investments Limited (“Hope Sky”) (8) (1) Bio Garden is an investment holding company incorporated in the British Virgin Islands (“BVI”). It was wholly-owned by certain discretionary trusts of which ▇▇. ▇▇▇, an executive Director and chairman of the Company, was the founder. ▇▇. ▇▇▇ is a...
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Related to THE HONG KONG CODE ON TAKEOVERS AND MERGERS

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Corrupt Practices Legislation Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

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