Date Company/ Name Breach Conduct Disciplinary Actions
11 December 2018

• L & A International Holdings Limited (the “Company”)

• Mr Ng Ka Ho (“Mr Ng”), chairman, executive director (“ED”) and Compliance Officer of the Company

• Mr Wong Chiu Po (“Mr Wong”), former non-executive director (“NED”) of the Company

• Mr Ma Chi Ming (“Mr Ma”), independent non-executive director (“INED”) of the Company

• Mr Chan Ming Sun Jonathan (“Mr Chan”), former INED of the Company

• Mr Kwong Lun Kei (“Mr Kwong”), former INED of the Company

(Collectively, “Relevant Directors”)



• GLRs 23.05, 23.06A, 17.27A, 17.27B, 17.56(2) and 6A.23(1)

• GLR5.01(1), (2) and (6)

• GLR5.20(1)

• Director’s Undertaking




                       
• Company breached GLRs 23.05, 23.06A, 17.27A, 17.27B, 17.56(2) and 6A.23(1) for (a) granting share options (“Options”) under its share option scheme during black-out period, (b) failing to timely announce the Options granted, (c) failing to timely publish a Next Day Return regarding exercise of the Options and allotment of shares issued, (d) failing to ensure the information contained in some of its announcements and corporate communications was accurate and complete in all material respects and not misleading or deceptive, and (e) failing to timely consult and seek advice from its Compliance Adviser before publishing regulatory announcement.

• The Relevant Directors failed to use their best endeavours to procure the Company’s GLR compliance and breached GLRs 5.01(1), (2) and (6). Mr. Ng also breached GLR5.20(1). They therefore also breached their obligations under the Director’s Undertaking.

REGULATORY MESSAGE:

GLR23.05 restricts issuers to grant share options during black-out periods as prescribed under that rule or when the issuers possess inside information. Breaching this rule raises regulatory concerns regarding the fair treatment of the existing shareholders and an orderly market for securities trading.

Issuers should also maintain regular contact with their Compliance Adviser and keep it appraised of developments and proposed corporate actions during the fixed period as defined by GLR 6A.01(4). They should also proactively discuss and seek confirmation from their Compliance Adviser in a timely manner on whether a proposed corporate action is subject to a GLR obligation.

Consultation with their legal or financial advisers does not exonerate an issuer from its obligation to consult its Compliance Adviser on a timely basis in the circumstances specified in GLR 6A.23. If they have any doubt as to the relevant GLR requirements, the issuer and its directors should consult the Exchange.

Failure to timely disclose accurate, complete and not misleading information prejudices the interests of the issuer’s shareholders and public investors, and destroys transparency, trust and confidence in the market, and may warrant public sanctions to be imposed on those responsible for the conduct.

Directors must, in the performance of their duties as directors, act in good faith in the interests of the issuer as a whole, act for proper purpose and apply such degree of skill, care and diligence as may reasonably be expected of persons of their knowledge and experience and holding their office within the issuer. This includes where directors grant share options to participants as incentives or rewards under a share option scheme. Failure to do so would be in breach of their duties to the issuer as required under GLR 5.01. Directors must also take immediate steps to procure that the issuer complies with the GLRs as soon as possible after any non-compliance is discovered.

SANCTIONS:


Public Censures of

• L & A International Holdings Limited

• Mr Ng Ka Ho

• Mr Wong Chiu Po

• Mr Ma Chi Ming

• Mr Chan Ming Sun Jonathan

• Mr Kwong Lun Kei

DIRECTIONS:

• The Company to appoint an independent Compliance Adviser

• Mr Ng, Mr Ma and Mr Chan to attend training

• As a pre-requisite of any future appointment as a director of any company listed on the Exchange, Mr Wong and Mr Kwong to attend training

as described in the news release.

NEWS RELEASE:

https://www.hkex.com.hk/News/News-Release/2018/181211news?sc_lang=en