In February 2014, Walter, the chairman of ABC Limited which is a listed company in Hong Kong engaged in property development and investment, had two meetings with Peter, the chief executive of a large US fund on the negotiation for the formation of joint venture company to undertake a property development project in mainland China with capital commitment of USD 200 million. After the meetings, major terms on the joint venture were basically agreed and the lawyers were instructed to prepare the joint venture agreement at the end of February. On 3 March 2014, Philip, one of the directors of the company, resigned immediately after the completion of the joint venture agreement and bought 1 million shares in ABC Limited. However, another director, David believed that the joint venture might not be good news for the company and decided to sell all his shares in ABC Limited to Philip. Philip was happy to purchase all David's shares in ABC Limited. On 5 March 2014, the shares of ABC Limited were suspended for trading and the next day, the company made an announcement on the formation of the joint venture and upon resumption of trading, the shares of the company surged up by 100%. Advise Philip and David as to whether they are liable under SFO