Giordano International Limited Announces Settlement Payment Plan for Shareholders

Giordano International Limited (Stock Code: 709) has released a significant announcement regarding a settlement payment plan jointly issued by Sino Wealth International Limited and Clear Prosper Global Limited. This follows an investigation by Hong Kong’s Securities and Futures Commission (SFC) into alleged non-compliance with Rule 26.1 and Rule 5 of the Codes on Takeovers and Mergers and Share Buy-backs in May 2016 and September 2022. The settlement could have material implications for shareholders and potentially impact share values.

Key Points of the Announcement

• Sino Wealth and Clear Prosper deny all SFC assertions but have agreed to a settlement, without admitting liability or wrongdoing, following amicable negotiations.
• The settlement is pursuant to paragraph 12.3 of the Takeovers Code and involves a Payment Plan for Relevant Shareholders.
• Payments will be made to shareholders who held shares as at specific dates:
  • 2016 Shareholders: Those who held shares (excluding Sino Wealth, Best Sincere Limited, and Firstrate Enterprises Limited) as at 18 May 2016, will receive HK\$0.996 per share held.
  • 2022 Shareholders: Those who held shares (excluding the same entities as above) as at 13 September 2022, will receive HK\$0.412 per share held.
• The amounts were calculated as the difference between a “trigger price” and the lower of volume-weighted average prices (VWAP) or average closing prices for the relevant periods.
• Shareholders who held shares on both dates can claim payments for both periods, without needing to prove when the shares were acquired.

Important Details for Shareholders

• Claim Process: Shareholders must submit certified evidence of shareholding (such as share certificates, brokerage statements, etc.) and a claim form by 5:00 p.m. on Saturday, 16 May 2026. Forms are available at https://www.quamcap.com/forms/ and must be sent to Quam Capital Limited, the appointed Adjudicator.
• Verification notices will be sent by 16 July 2026. Unsuccessful claimants can appeal by submitting additional evidence by 16 August 2026.
• Final decisions will be made and communicated by 16 October 2026, and payments (cheques) will be dispatched by 30 October 2026.
• Claimants are warned of criminal liability under SFO section 384(3) for providing false or misleading information (fines up to HK\$500,000 and/or six months imprisonment).
• The adjudicator reserves the right to request notarized or additional evidence, especially for overseas shareholders.

Shareholder Eligibility and Proof Requirements

• Shareholders must prove ownership as at the relevant dates—18 May 2016 or 13 September 2022—on a balance of probabilities.
• Due to Hong Kong’s T+2 settlement system, shareholders who sold or lent shares on 17/18 May 2016 or 12/13 September 2022 are eligible. Those who bought or re-acquired shares on these dates are not eligible.
• Certified copies of identity documentation (HKID/passport/certificate of incorporation), board resolutions (for corporate claimants), and proof of signing authority must accompany claims.
• Professional certifiers must be members of recognized legal, accounting, or company secretarial bodies and must include their registration number and contact details.

Timetable of Payment Plan

Potential Impact on Share Price

• This settlement introduces direct cash payments to eligible shareholders, which is a price-sensitive development and could impact Giordano’s share valuation.
• The payment amounts—HK\$0.996 per share for 2016 Shareholders and HK\$0.412 per share for 2022 Shareholders—may represent substantial value, depending on individual holdings.
• The resolution with the SFC removes a source of regulatory uncertainty, which could also positively influence investor sentiment.
• The exclusion of major shareholders (Sino Wealth, Best Sincere Limited, Firstrate Enterprises Limited) from the payment may clarify the distribution of settlement benefits.
• The announcement signals the company’s commitment to resolving regulatory disputes amicably and transparently.

Contact Information

For queries, shareholders can contact the Adjudicator during office hours (Monday to Friday, 9:00 a.m. to 12:00 noon and 2:00 p.m. to 6:00 p.m., excluding public holidays) from 20 February 2026 to 6 November 2026 at (852) 2217 2990.

Disclaimer

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the official documents and seek professional advice before making investment decisions. All information is based on publicly available announcements, and the author does not accept any liability for errors or omissions. The payment plan and its impact on share price may change subject to regulatory, administrative, or market factors.

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