SECURITIES AND FUTURES COMMISSION v. KWOK WING AND OTHERS

SECURITIES AND FUTURES COMMISSION v. KWOK WING AND OTHERS

On the agreed facts the Company’s affairs were conducted with misfeasance and by withholding material information from members, and the 2nd respondent, by signing documents, attendance sheets and approving transactions without independent enquiry, was partly responsible; her conduct was serious incompetence and dereliction placing her in the middle sentencing bracket, so a disqualification order for six years and an order that she pay the SFC's costs are appropriate.

Citation
[2019] HKCFI 2322
Parties
Petitioner: Securities and Futures Commission; 1st Respondent (discontinued): Kwok Wing; 2nd Respondent: Kwok Choi Ha, Michelle; 3rd Respondent: Ho Yik Kin, Norman; 4th Respondent: Lam Yick Sing; 5th Respondent (discontinued): Tack Fat Group International Limited (renamed Tack Fiori International Group Limited and Life Healthcare Group Limited); 6th Respondent (discontinued): Key Winner Holdings Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
17 September 2019
Case Number
HCMP3392/2013
Procedural Posture
Section 214 Securities and Futures Ordinance Disqualification Proceedings / Carecraft Summary Procedure; Consent Disposal and Final Order
Outcome
Disqualification order made against 2nd Respondent (Kwok Choi Ha, Michelle) under s.214 SFO for 6 years; 2nd Respondent to pay SFC’s costs, to be taxed if not agreed.
Legal Topics
Director Disqualification, Misfeasance, Failure to Disclose Price Sensitive Information, Breach of Listing Rules, Connected Transactions, Fiduciary Duties, Corporate Financial Controls
Source Language
EN
Securities Law Company Law Corporate Governance Director Disqualification Misfeasance Failure to Disclose Price Sensitive Information Breach of Listing Rules Connected Transactions +2 more

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Parties

Securities and Futures Commission

Petitioner

Kwok Wing

1st Respondent (discontinued)

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 and Life Healthcare Group Limited)

5th Respondent (discontinued)

Key Winner Holdings Limited

6th Respondent (discontinued)

Procedural Posture

Section 214 Securities and Futures Ordinance Disqualification Proceedings / Carecraft Summary Procedure; Consent Disposal and Final Order

Legal Issues

  1. 1 Whether the company’s affairs were conducted in a manner falling within s.214(1)(b) and (c) SFO
  2. 2 Whether the 2nd respondent was partly responsible for that conduct
  3. 3 Appropriate period of director disqualification and costs

Ratio Decidendi

On the agreed facts the Company’s affairs were conducted with misfeasance and by withholding material information from members, and the 2nd respondent, by signing documents, attendance sheets and approving transactions without independent enquiry, was partly responsible; her conduct was serious incompetence and dereliction placing her in the middle sentencing bracket, so a disqualification order for six years and an order that she pay the SFC's costs are appropriate.

Court Disposition

Disqualification order made against 2nd Respondent (Kwok Choi Ha, Michelle) under s.214 SFO for 6 years; 2nd Respondent to pay SFC’s costs, to be taxed if not agreed.

Orders

  • Disqualify Kwok Choi Ha, Michelle from being or acting as a director, liquidator, receiver or manager of any Hong Kong company and from participating in company management for a period of 6 years from date of order, without leave of the Court
  • Order that the 2nd Respondent pay the Petitioner’s costs, to be taxed if not agreed