SECURITIES AND FUTURES COMMISSION v. WANG JIAN HUA AND OTHERS

SECURITIES AND FUTURES COMMISSION v. WANG JIAN HUA AND OTHERS

The court found the 1st respondent engaged in active, serious self‑dealing and concealment warranting a top‑bracket disqualification of 10 years; the 2nd and 3rd respondents committed failures of care and diligence (omissions) warranting middle‑bracket disqualifications of 6 years each; the proper protective scope extends to listed and unlisted companies including subsidiaries and affiliates; the Commission is entitled to costs with a certificate for two counsel.

Citation
SECURITIES AND FUTURES COMMISSION v. WANG JIAN HUA AND OTHERS
Parties
Petitioner: Securities and Futures Commission; 1st Respondent: WANG JIAN HUA; 2nd Respondent: MA JUN LI; 3rd Respondent: ZHANG DA QING; 4th Respondent: CHINA BEST GROUP HOLDING LIMITED
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
30 May 2016
Case Number
HCMP745/2013
Procedural Posture
HCMP 745/2013 Petition Under Section 214 of the Securities and Futures Ordinance / Judgment on Petition (order on Disqualification and Costs)
Outcome
Disqualification orders made: 1st respondent 10 years; 2nd respondent 6 years; 3rd respondent 6 years. Orders extend to listed and unlisted companies in Hong Kong including the 4th respondent and its subsidiaries and affiliates. Costs awarded to the Securities and Futures Commission with a certificate for two counsel.
Legal Topics
Directors' Disqualification, Misfeasance, Conflict of Interest, Section 214 SFO, Costs
Source Language
EN
Company Law Securities Regulation Corporate Governance Directors' Disqualification Misfeasance Conflict of Interest Section 214 SFO Costs

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Parties

Securities and Futures Commission

Petitioner

WANG JIAN HUA

1st Respondent

MA JUN LI

2nd Respondent

ZHANG DA QING

3rd Respondent

CHINA BEST GROUP HOLDING LIMITED

4th Respondent

Procedural Posture

HCMP 745/2013 Petition Under Section 214 of the Securities and Futures Ordinance / Judgment on Petition (order on Disqualification and Costs)

Legal Issues

  1. 1 Appropriate length of disqualification for each respondent
  2. 2 Proper scope of disqualification orders (whether to include unlisted companies and affiliates)
  3. 3 Entitlement to costs and quantum of counsel certificate

Ratio Decidendi

The court found the 1st respondent engaged in active, serious self‑dealing and concealment warranting a top‑bracket disqualification of 10 years; the 2nd and 3rd respondents committed failures of care and diligence (omissions) warranting middle‑bracket disqualifications of 6 years each; the proper protective scope extends to listed and unlisted companies including subsidiaries and affiliates; the Commission is entitled to costs with a certificate for two counsel.

Court Disposition

Disqualification orders made: 1st respondent 10 years; 2nd respondent 6 years; 3rd respondent 6 years. Orders extend to listed and unlisted companies in Hong Kong including the 4th respondent and its subsidiaries and affiliates. Costs awarded to the Securities and Futures Commission with a certificate for two counsel.

Orders

  • 1st respondent (WANG JIAN HUA) is disqualified for 10 years from acting, without the leave of the Court, as a director, liquidator, receiver or manager of the property or business of any listed or unlisted company in Hong Kong including China Best Group Holding Limited or any of its subsidiaries and affiliates.
  • 2nd respondent (MA JUN LI) is disqualified for 6 years from acting, without the leave of the Court, as a director, liquidator, receiver or manager of the property or business of any listed or unlisted company in Hong Kong including China Best Group Holding Limited or any of its subsidiaries and affiliates.