SECURITIES AND FUTURES COMMISSION v. KWOK WING AND OTHERS

SECURITIES AND FUTURES COMMISSION v. KWOK WING AND OTHERS

On the admitted facts the company's affairs were conducted in a manner involving misfeasance or other misconduct under s214 and resulted in members being deprived of information; the 3rd respondent was partly responsible by failing to exercise reasonable care and diligence (including signing retrospective attendance sheets and failing to inquire), and having balanced culpability with mitigating factors the court imposed a six‑year disqualification under s214(2)(d).

Citation
SECURITIES AND FUTURES COMMISSION v. KWOK WING AND OTHERS
Parties
Petitioner: Securities and Futures Commission; 1st Respondent: Kwok Wing; 2nd Respondent: Kwok Choi Ha, Michelle; 3rd Respondent: Ho Yik Kin, Norman; 4th Respondent: Lam Yick Sing; 5th Respondent: Tack Fat Group International Limited (renamed Tack Fiori International Group Limited); 6th Respondent: Key Winner Holdings Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
9 October 2014
Case Number
HCMP3392/2013
Procedural Posture
Section 214 Petition Under the Securities and Futures Ordinance (director Disqualification) / Hearing and Decision in Chambers by Summary Carecraft Procedure (summary Disposal on Agreed Facts)
Outcome
Disqualification order made under section 214(2)(d) of the Securities and Futures Ordinance: the 3rd respondent is disqualified for six years from holding or participating in management positions in Hong Kong companies; costs awarded to the petitioner in the agreed sum; Schedule of agreed facts to be annexed.
Legal Topics
Director Disqualification, Misfeasance, Disclosure Obligations, Connected Transactions, Failure to Maintain Financial Records, Summary Procedure (carecraft)
Source Language
EN
Securities Law Company Law Corporate Governance Director Disqualification Misfeasance Disclosure Obligations Connected Transactions Failure to Maintain Financial Records +1 more

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Parties

Securities and Futures Commission

Petitioner

Kwok Wing

1st Respondent

Kwok Choi Ha, Michelle

2nd Respondent

Ho Yik Kin, Norman

3rd Respondent

Lam Yick Sing

4th Respondent

Tack Fat Group International Limited (renamed Tack Fiori International Group Limited)

5th Respondent

Key Winner Holdings Limited

6th Respondent

Procedural Posture

Section 214 Petition Under the Securities and Futures Ordinance (director Disqualification) / Hearing and Decision in Chambers by Summary Carecraft Procedure (summary Disposal on Agreed Facts)

Legal Issues

  1. 1 Whether the company's business or affairs were conducted involving misfeasance or other misconduct under s214 SFO
  2. 2 Whether the 3rd respondent was partly responsible for that conduct
  3. 3 Whether price-sensitive loans and connected transaction disclosures breached Listing Rules and harmed members

Ratio Decidendi

On the admitted facts the company's affairs were conducted in a manner involving misfeasance or other misconduct under s214 and resulted in members being deprived of information; the 3rd respondent was partly responsible by failing to exercise reasonable care and diligence (including signing retrospective attendance sheets and failing to inquire), and having balanced culpability with mitigating factors the court imposed a six‑year disqualification under s214(2)(d).

Court Disposition

Disqualification order made under section 214(2)(d) of the Securities and Futures Ordinance: the 3rd respondent is disqualified for six years from holding or participating in management positions in Hong Kong companies; costs awarded to the petitioner in the agreed sum; Schedule of agreed facts to be annexed.

Orders

  • The 3rd respondent shall not, for a period of 6 years from the date of this order and without leave of the court, be or continue to be a director, liquidator, receiver or manager of the property or business of any listed or unlisted company in Hong Kong including the company or any of its subsidiaries and affiliates.
  • The 3rd respondent shall not, for a period of 6 years from the date of this order and without leave of the court, in any way, whether directly or indirectly, be concerned in or take part in the management of any listed or unlisted company in Hong Kong including the company or any of its subsidiaries and affiliates.