Panel Decisions / Statements
Decisions / Statements Date of Decision
Panel Decision - In relation to a referral by the Executive to the Takeovers and Mergers Panel (the “Panel”) for a ruling in relation to statements made by a representative of the Offerors regarding China Gas Holdings Limited (“China Gas”, Stock Code: 384) under the Code on Takeovers and Mergers (“Code”) 12 April 2012

Panel Decision - In relation to a referral by the Takeovers Executive to the Takeovers and Mergers Panel for a ruling as to whether certain parties were acting in concert in relation to Hung Hing Printing Group Limited and related issues under the Codes on Takeovers and Mergers and Share Repurchases

24 May 2011
Panel Decision - In relation to a referral to the Takeovers and Mergers Panel by the Executive for a ruling on whether Husky Energy Inc. should be considered a "public company in Hong Kong" within the meaning of the Codes on Takeovers and Mergers and Share Repurchases 17 May 2011
Panel Decision - In relation to a referral by the Takeovers Executive to the Takeovers and Mergers Panel for a ruling as to whether certain parties were acting in concert in relation to Merdeka Resources Holdings Limited and, if so, whether a mandatory general offer obligation had been incurred under the Hong Kong Takeovers Code 20 December 2010
Panel Decision - In relation to the review by the Panel of the Executive's ruling that it was not prepared to confirm that Rich Legend International Limited, a wholly-owned subsidiary of China Gas Holdings Limited may invoke certain conditions in respect of the conditional voluntary general offers for all the outstanding shares, convertible bonds, and share options of Zhongyu Gas Holdings Limited under Note 2 to Rule 30.1 of the Code on Takeovers and Mergers and accordingly the Offeror should proceed with its Offers 24 May 2010
Panel Decision - In relation to a referral to the Panel by the Executive for a ruling on whether Nam Tai Electronics, Inc. is permitted to extend its offer for the shares in Nam Tai Electronic and Electrical Products Limited not owned by NTEI or parties acting in concert with it, having previously announced that such an offer had lapsed
21 April 2009
Panel Decision - In relation to a referral by the Takeovers Executive to the Takeovers and Mergers Panel for a ruling on whether the mandatory offer obligation which would result from the proposed transfer of an interest in Hong Kong Aircraft Engineering Company Limited by Cathay Pacific Airways Limited to a subsidiary of Swire Pacific Limited should be waived 10 December 2008
Panel Decision – In relation to a referral to the Panel by the Executive for a ruling as to whether proposed acquisitions by the Fung family of a 5% interest and by China Life Insurance Company Limited of a 10% interest in Wing Hang Bank, Limited would give rise to an obligation to make a mandatory general offer for Wing Hang Bank under Rule 26.1 of the Codes on Takeovers and Mergers and Share Repurchases 29 August 2008
Panel Decision - In relation to a referral to the Panel by the Executive for a ruling whether a cash alternative should be required under Rule 23.1(b) of the Codes on Takeovers and Mergers and Share Repurchases as a result of the acquisition of shares in CITIC International Financial Holdings Limited for cash by Lehman Brothers Asia Limited or persons controlling, controlled by or under the same control as Lehman during the offer period 29 July 2008
Panel Decision - In relation to a referral to the Takeovers Panel by the Executive for a ruling as to whether certain parties are acting in concert in relation to China Oriental Group Company Limited and related issues under the Codes on Takeovers and Mergers and Share Repurchases 6 December 2007
Panel Decision - In relation to a referral to the Takeovers Panel by the Executive for a ruling on the comparable offer price to be made for the "H" Shares in Sanmenxia Tianyuan Aluminum Company Limited 6 August 2007
Panel's decisions in relation to Pacific Challenge Holdings Limited 16 July 2007
Takeovers and Mergers Panel Decision Regarding CLP Holdings Limited Application of Rule 32.1 of the Takeovers Code
17 December 2003
Panel Decision - In relation to an application by International Capital Network Holdings Limited ("ICN") for a review of a ruling by the Executive that ICN must comply with the provisions of the Takeovers Code in response to an offer by Koffman Securities Limited. 8 November 2002
Panel Decision re: China Motor Bus Co Ltd ("CMB")as to whether a concert party had been formed 10 July 2002
Takeovers and Mergers Panel Affirms Ruling by the Executive in relation to Symphony Holdings Limited 13 May 2002
Takeovers and Mergers and Panel Disciplinary Decision Sanctions imposed on Mr Anthony Wong Man Shek and Asia Financial (Assets Management) Limited in respect of dealings in the shares of Tack Hsin Holdings Limited 2 April 2002
Panel decision in relation to an application by Charterbase Management Limited for a review of a ruling by the Executive that shares in UDL issued to the Scheme Administrator do not carry voting rights within the meaning of the Hong Kong Code on Takeovers and Mergers 28 September 2001
Decision on preliminary issue in relation to an application by Charterbase Management Limited for a review of a ruling by the Executive - UDL Holdings Limited 4 September 2001
Panel decision in relation to a referral to the Takeovers Panel by the Executive for a ruling as to whether an announcement by Singapore Telecommunications Limited is required 2 June 2000
Panel decision in relation to a referral to the Takeovers Panel by the Executive for a ruling as to whether share repurchases constitute disqualifying transactions in relation to whitewash waiver applications 30 March 2000
Panel decision in relation to an application by Cobra Technologies Corp. for a review of the Executive's ruling of 19 October 1999 that Cobra had triggered a mandatory general offer obligation under Rule 26 of the Code on Takeovers and Mergers as a result of Cobra's acquisition of (i) 10.25% of the shares of Tse Sui Luen Jewellery (International) Limited and (ii) the rights, title and interest of UBS AG in certain financing and security documents 9 November 1999

Takeovers and Mergers Panel Disciplinary Decision
Kong Tai International Holdings Company Limited
Mr David Wong "cold shouldered" unless and until arrangements are made to compensate shareholders

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Appendix 5

24 June 1999

Panel decision in relation to an application by the Executive for proposed disciplinary action as a result of a failure to make a general offer for the South East Group Limited (formerly Benelux International Limited)

8 June 1999
Panel decision regarding application of Rule 26.3 of the Takeovers Code in relation to Far East Aluminium (Holdings) Limited 14 April 1999

Decision of Takeover Appeal Committee in the Appeal of Danny Chan and Jim Wong relating to Shun Ho Resources Holdings Limited
(See also Panel decision dated 20 December 1993 and Panel statement dated 29 November 1995)

25 March 1999
Panel decision in relation to the review of the Executive's ruling regarding the break up of a concert party holding shares in Golden Power International Holdings Limited 28 May 1998
Panel decision regarding application of Rule 31.1(a)(i) of the Takeovers Code in relation to The Kwong Sang Hong International Limited March 1997
Panel decision regarding application of Rule 13 of the Takeovers Code in relation to a proposed offer for warrants of Asean Resources Holdings Limited 14 May 1996

Panel's statement regarding Mr. William Cheng Kai Man
(See also Panel decision dated 20 December 1993 and Appeal Committee decision dated 25 March 1999)

29 November 1995
Panel decision regarding Rich City Packaging Holdings Limited 18 August 1995
Panel decision regarding proposed general offer share repurchase for Elec & Eltek International Holdings Limited 10 July 1995
Panel decision regarding proposed partial offer of or Kong Wah Holdings Limited 3 July 1995
Panel decision regarding application of the chain principle under Note 8 to Rule 26.1 and related matters regarding the proposed acquisition of statutory control of The National Mutual Life Association of Australasia 13 April 1995
Panel decision regarding independence of financial adviser:
Anglo Chinese Corporate Finance, Limited in respect of the conditional cash offer by Emperor (China Concept) Investments Limited for Hong Kong Daily News Holdings Limited
10 October 1994
Panel decision regarding application of the chain principle under Note 8 to rule 26.1 in respect of proposed voluntary offer for Seapower International Holdings Limited 11 August 1994
Panel decision regarding placing of shares of Unisouth Holdings Limited in respect of Dynamic Business Group Limited's offer for Unisouth Holdings Limited 1 July 1994
Panel decision in relation to Shun Ho Resources Holdings Limited
(See also Panel statement dated 29 November 1995 and Appeal Committee decision dated 25 March 1999)
20 December 1993
Press Release regarding Panel's decision on the relationship between the Kuok Group and Newscorp
Re : South China Morning Post (Holdings) Limited
29 September 1993
Panel decision regarding independence of financial adviser:
Anglo Chinese Corporate Finance, Limited, in respect of the conditional cash offer by Continental Mariner Investment Company Limited for Lolliman Holdings Limited
12 July 1993
Panel decision regarding independence of financial adviser:
Seapower Corporate Finance Limited, in respect of Walsin Hong Kong Corporation Limited's offer for Success Holdings Limited
13 January 1993
Panel decision regarding :
(1) Independence of financial adviser:
Internationale Nederlanden Capital Markets (Hong Kong) Limited and
(2) Chain principle offer price under Note 8 to rule 26.1 for Hong Kong Building and Loan Agency Limited in respect of China Strategic Investment Limited's offers for Pacpo Holdings Limited and Hong Kong Building and Loan Agency Limited
13 January 1993