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Market Misconduct Tribunal finds Mayer Holdings Limited and its former senior management for late disclosure of inside information

Issue date: 2023-08-09 17:22:28

The Market Misconduct Tribunal (MMT) has found that Mayer Holdings Limited (Mayer) and nine of its former senior executives failed to disclose inside information as soon as reasonably practicable as required under the Securities and Futures Ordinance (SFO) following remitted proceedings after the Court of Appeal allowed appeals by Mayer and its directors against an earlier determination by the MMT (Notes 1 & 2).

In the remitted proceedings, upon assessing the cumulative impact of the undisclosed pieces of specific information regarding suspicious transactions and the resignation of auditors that would have had on the potential buyers and sellers of Mayer shares at the material time, the MMT was satisfied that the undisclosed information would have been likely to have had a material effect on the share price of Mayer and therefore found that the undisclosed specific information constituted inside information (Note 3).

The MMT also found that Mayer had no written guidelines and/or internal control policies on the statutory requirements to disclose inside information which resulted in the breach of the disclosure requirement imposed on it under the SFO.

As regards the other nine former senior executives, the MMT found that they have also breached the disclosure requirement imposed on them under the SFO, in that their intentional, reckless or negligent conduct resulted in the breach of the disclosure requirement by Mayer; and/or that they had not taken all reasonable measures to ensure proper safeguards existed to prevent the breach.

The Executive Director of Enforcement of the Securities and Futures Commission, Mr Christopher Wilson, said: “Senior executives of listed companies are responsible for ensuring appropriate and effective internal controls are in place for compliance with relevant disclosure requirements under the SFO.  This is because timely disclosure of inside information is crucial to the orderly operation of the securities market and the maintenance of a fair and informed market.”

The MMT will determine the sanctions against Mayer and its former senior executives in a later hearing on a date to be fixed.

The MMT first found in 2017 that Mayer and the nine former senior executives failed to disclose inside information as required under the SFO and fined them a total of $10.2 million and imposed disqualification orders ranging from 12 to 20 months against Mayer’s former senior executives (Note 4).

Mayer and eight of the former senior executives appealed against the MMT’s determination and the orders imposed.  In June 2020, the Court of Appeal allowed the appeals and ordered the matter to be remitted to the MMT to re-consider its determination.

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Notes:

1. The MMT’s report is available on its website.
2. The nine former senior executives are: former chairman and executive director, Mr Hsiao Ming Chih; former company secretary and financial controller, Mr Tommy Chan Lai Yin; former executive directors, Mr Lai Yueh Hsing, Mr Chiang Jen Chin and Mr Xue Wenge; former non-executive director, Mr Li Deqiang; former independent non-executive directors, Mr Huang Jui Hsiang, Mr Lin Sheng Bin and Mr Alvin Chiu.
3. The undisclosed information which the MMT found to be inside information include: (i) the resignation of Mayer’s auditors; (ii) the questionable character of a transaction involving a wholly owned subsidiary of Mayer; and (iii) the commercial substance and/or recoverability of prepayments made to suppliers by Mayer’s jointly controlled entities.
4. Please see the SFC’s press releases dated 7 February 2017 and 5 April 2017.

Source: SFC