In yet another case of disqualification of directors due to compliance failures, Hong Kong’s Securities and Futures Commission (SFC) has obtained disqualification orders against former Chairman and Executive Director, Ms Wong Yuen Yee, and three former Executive Directors, namely, Mr Robert Wong Yao Wing, Mr Wong Kwok Sing and Mr Lam Shiu San, of Inno-Tech Holdings Limited.
The disqualification orders were made due to their admission that they were in breach of their duty to exercise due and reasonable skill, care and diligence in the course of acting as directors of Inno-Tech. They failed to:
- carry out adequate investigation into or due diligence prior to the acquisitions of the interests in three Mainland hotels in 2007 and 2008; and
- negotiate the consideration for these acquisitions.
The disqualification orders obtained in the Court of First Instance, disqualifies them from being a director or taking part in the management of any corporation in Hong Kong, without leave of the Court, for a period of three years effective from 3 October 2019. The Honourable Mr Justice Lam noted that there was no dishonesty, bad faith, illicit gain or conflict of interest involved in their conduct and that the three-year disqualification period is appropriate in the circumstances.
Inno-Tech was listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited on 12 August 2002. Wong Yuen Yee, Robert Wong Yao Wing, Wong Kwok Sing and Lam Shiu San were executive directors of Inno-Tech from 1 April 2002 until their resignations on 19 January 2011, 31 January 2011, 23 March 2010 and 1 June 2010 respectively.
The Securities and Futures Ordinance (SFO) commenced proceedings under section 214 against the former chairman and executive directors of Inno-Tech in January 2015. Under section 214 of the SFO, the Court may, among other things, make orders to disqualify a person from being a director or being involved, directly or indirectly, in the management of any corporation for up to 15 years, if the person is found to be wholly or partly responsible for the company’s affairs having been conducted in a manner, amongst others, involving defalcation, fraud, misfeasance or other misconduct towards it or its members.
Date: 7 Oct 2019
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