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SFC obtains court order to disqualify former chief financial officer of Fuguiniao Co., Ltd for two years

Issue date: 2024-02-06 16:58:11

The Securities and Futures Commission (SFC) has obtained a disqualification order in the Court of First Instance against Mr Chan Wai Shing, former chief financial officer (CFO) and company secretary of Fuguiniao Co., Ltd (Fuguiniao) (Notes 1 to 3).

Chan was disqualified from being a director, liquidator, or receiver or manager of the property or business, of Fuguiniao or any corporation in Hong Kong or being involved in the management of Fuguiniao or any listed corporation in Hong Kong, without the leave of the court, for a period of two years.  He was also ordered to pay the SFC’s costs in the proceedings (Notes 4 & 5).

The disqualification order was made after Chan admitted his failures, which showed a serious lack of understanding of his role, responsibilities, and duties as CFO of a listed company.  In its judgment, the court said: “There is no excuse for a man occupying the important position of CFO of a listed company not to have discharged his duties to Fuguiniao so that the interest of the innocent investing public may be safeguarded”.

The SFC’s investigation found that Fuguiniao provided a number of deposit pledges totalling about RMB5.349 billion as security for bank credit facilities extended to a substantial shareholder and other external parties without proper disclosure.  In the end, RMB1.788 billion worth of the deposit pledges were withheld by the banks after defaults on the loans, with the balance released.  The non-disclosed deposit pledges rendered the annual and interim reports of Fuguiniao for the financial years from 2013 to 2015 false and misleading.

The SFC alleged that Chan, in his capacity as Fuguiniao’s CFO and company secretary, had acted in serious dereliction of his duties, while three former directors of the company were also involved in and/or had knowledge of these undisclosed deposit pledges.  Specifically, Chan failed to ascertain whether deposits of Fuguiniao were subject to pledges with banks, monitor the company’s financial affairs (including its material transactions and significant deposit pledges), and follow up the matter even after revelation of the undisclosed deposit pledges by the company’s auditor and forensic investigator.  He also failed to ensure or verify the accuracy of the company’s consolidated financial statements and other corporate announcements, and ensure its proper compliance with the Listing Rules and relevant disclosure requirements.

The SFC’s proceedings against the three former directors of Fuguiniao are ongoing.

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Notes:

1. Fuguiniao was listed on the Main Board of The Stock Exchange of Hong Kong Limited (SEHK) on 20 December 2013 until its listing status was cancelled by the SEHK with effect from 25 November 2019.
2. Chan was the CFO of Fuguiniao from 30 June 2014 to 17 March 2017 and company secretary of Fuguiniao from 13 April 2015 to 6 October 2016.
3. On 20 December 2019, the SFC commenced legal proceedings under section 214 of the Securities and Futures Ordinance seeking disqualification orders against three former directors of the company, namely Mr Lam Wo Ping, Mr Lam Wo Sze and Mr Lam Wing Ho, and Chan, and orders against the three former directors to compensate the company for the loss suffered, including RMB1,788 million pledge deposit forfeited, and outstanding guarantee fees of HK$136 million due from Fuguiniao’s substantial shareholder and other external parties plus interests.
4. The order was made following the Court’s approval that the proceedings against Chan could be disposed of by way of Carecraft procedure where the Court determines the appropriate orders to be made based on an agreed statement of facts and agreed proposed orders.
5. The judgment is available on the Judiciary’s website (Court Reference: HCMP 2328/2019).

Source: SFC