SFC publicly censures Chan Shing and imposes a cold-shoulder order for breach of the Takeovers Code

7 Jun 2018

The Securities and Futures Commission (SFC) has publicly censured and imposed a 24-month cold-shoulder order (Note 1) against Chan Shing for breaching the mandatory general offer obligation of the Takeovers Code (Note 2).

Chan was the chairman and managing director of Burwill Holdings Limited at the time the breach took place. He and his concert parties increased his shareholding in Burwill to 34.45% on 28 April 2014, triggering a mandatory offer obligation under Rule 26.1(d) of the Takeovers Code (Note 3). No offer was made by him. 

Chan told the Executive (Note 4) that he was not familiar with the Takeovers Code and was not aware of the general offer obligation. He accepted that he has breached the Takeovers Code and deprived Burwill’s shareholders of the right to receive a general offer for their shares. Chan agreed to the current disciplinary action against him.

Parties who wish to take advantage of the securities markets in Hong Kong should conduct themselves in matters relating to takeovers, mergers and share buy-backs in accordance with the Takeovers Code. Chan’s conduct fell short of the expected standards and disregarded one of the most fundamental provisions of the Takeovers Code. This merits strong disciplinary action.

The Executive Statement can be found in the "Listings & takeovers – Takeovers and Mergers – Decisions & statements – Executive decisions and statements" of the SFC website.



  1. Chan will be denied direct or indirect access to the Hong Kong securities market for a period of 24 months commencing on 7 June 2018 to 6 June 2020.
  2. The Code on Takeovers and Mergers.
  3. Chan together with his concert parties held a 27.2% interest in Burwill as at 25 May 2018.
  4. The Executive Director of the SFC’s Corporate Finance Division or his delegate.

Page last updated : 7 Jun 2018