Date Company/ Name Breach Conduct Disciplinary Actions
14 May 2019

• GT Group Holdings Limited (“Company”)

• Ms Ng Shin Kwan, Christine (“Ms Ng”), executive director (“ED”) of the Company

• Mr Lee Yuk Fat (“Mr YF Lee”), former ED of the Company

• Mr Lee Jalen (“Mr Lee”), former ED of the Company




• MLR 2.12A(2)

• MLR 14.34

• MLR 14.38A

• MLR 14.40

• MLR 3.08(f)

• Director’s Undertaking




                       
• The Company failed to (a) assist the Exchange with its investigation; and (b) comply with the announcement, circular and shareholders’ approval requirements with respect to a transaction.

• Ms Ng failed to (a) discharge her director’s duties of skill, care and diligence, breaching Rule 3.08(f) of the Exchange Listing Rules; (b) use her best endeavours to procure the Company’s Exchange Listing Rule compliance.

• Mr YF Lee and Mr Lee failed to use their best endeavours to procure the Company’s Exchange Listing Rule compliance.

REGULATORY MESSAGE:           

THIS DISCIPLINARY ACTION concerns the Company’s failure to cooperate with the Listing Department’s investigation by failing to provide the percentage ratios with respect to the subject transaction under investigation. A listed company is required to provide to the Exchange as soon as possible any information or explanation that the Exchange may reasonably require for the purpose of investigating a suspected breach of the Exchange Listing Rules.

This decision underlines the importance for directors to properly consider the terms of any transaction to be entered into by the Company to ensure it achieves the intended purpose and investment structure.

This decision also highlights the importance of directors who are common directors of a listed issuer and its subsidiary to take an active interest in the affairs of the subsidiary and to promptly inform the Board of the listed issuer of any events arising from the business and/or operation of the subsidiary that could affect the financial position of the listed issuer.           
                       
SANCTIONS:


Public Censures of

• GT Group Holdings Limited

• Ms Ng Shin Kwan, Christine

• Mr Lee Yuk Fat

• Mr Lee Jalen         

 

DIRECTIONS:

 

• Ms Ng to attend training on Exchange Listing Rule compliance and directors’ duties

• As a pre-requisite of any future appointment as a director of any company listed/to be listed on the Exchange, Mr Lee and Mr YF Lee to attend training        

 

as described in the news release.

 

NEWS RELEASE:

https://www.hkex.com.hk/News/News-Release/2019/190514news?sc_lang=en