SECURITIES AND FUTURES COMMISSION v. LAM WO PING AND OTHERS

SECURITIES AND FUTURES COMMISSION v. LAM WO PING AND OTHERS

On the agreed facts the company’s affairs were conducted in a manner engaging s.214(1)(b),(c) and (d); the 4th respondent as CFO breached duties of care, skill and diligence by failing to verify and disclose extensive deposit pledges, but having regard to his limited role, cooperation, admission of liability, mitigating factors and personal circumstances the appropriate and proportionate remedy was a 2‑year disqualification confined as agreed together with a costs order of HK$500,000 payable on or before 6 March 2024.

Citation
[2024] HKCFI 315
Parties
Petitioner: Securities and Futures Commission; 1st Respondent: Lam Wo Ping; 2nd Respondent: Lam Wo Sze; 3rd Respondent: Lam Wing Ho; 4th Respondent: Chan Wai Shing; 5th Respondent: Fuguiniao Co., Ltd.
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
24 January 2024
Case Number
HCMP2328/2019
Procedural Posture
S.214 Petition Under the Securities and Futures Ordinance / Carecraft Settlement Summary Disposal Hearing
Outcome
Application by SFC for summary disposal by Carecraft procedure in respect of the 4th respondent granted; disqualification order made for 2 years and costs order made
Legal Topics
Director Disqualification, Disclosure Obligations, Breach of Directors' Duties, Listing Rules Compliance, Carecraft Settlement
Source Language
EN
Securities Law Company Law Corporate Governance Banking Law Director Disqualification Disclosure Obligations Breach of Directors' Duties Listing Rules Compliance +1 more

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Parties

Securities and Futures Commission

Petitioner

Lam Wo Ping

1st Respondent

Lam Wo Sze

2nd Respondent

Lam Wing Ho

3rd Respondent

Chan Wai Shing

4th Respondent

Fuguiniao Co., Ltd.

5th Respondent

Procedural Posture

S.214 Petition Under the Securities and Futures Ordinance / Carecraft Settlement Summary Disposal Hearing

Legal Issues

  1. 1 Whether the business and affairs of the company were conducted in a manner falling within s.214(1)(b),(c) and (d) of the SFO
  2. 2 Whether the 4th respondent breached duties of care, skill and diligence as CFO and company secretary
  3. 3 Appropriate length and scope of a disqualification order given the agreed facts and mitigation

Ratio Decidendi

On the agreed facts the company’s affairs were conducted in a manner engaging s.214(1)(b),(c) and (d); the 4th respondent as CFO breached duties of care, skill and diligence by failing to verify and disclose extensive deposit pledges, but having regard to his limited role, cooperation, admission of liability, mitigating factors and personal circumstances the appropriate and proportionate remedy was a 2‑year disqualification confined as agreed together with a costs order of HK$500,000 payable on or before 6 March 2024.

Court Disposition

Application by SFC for summary disposal by Carecraft procedure in respect of the 4th respondent granted; disqualification order made for 2 years and costs order made

Orders

  • 4th respondent disqualified for 2 years from being or continuing to be a director, liquidator, receiver or manager of the property or business of the Company or any of its subsidiaries or affiliates or any other corporation in Hong Kong without the leave of the Court
  • 4th respondent prohibited for 2 years from directly or indirectly being concerned in the management of the Company or any of its subsidiaries or affiliates or any listed corporation or its subsidiaries or affiliates in Hong Kong without the leave of the Court