Date

Company / Name

Breach Conduct

Disciplinary Actions


13 April 2018
  • G.A. Holdings Limited (“Company”)
  • Mr Loh Nee Peng (former executive director) (“ED”)
  • Mr Loh Boon Cha (former ED)
  • Mr Wong Jacob (former independent non-executive director) (“INED”)
  • Ms Song Qi Hong (former INED)

(Collectively, “Directors”)

  • GLR19.34
  • GLR19.40
  • GLR20.32
  • GLR20.33
  • GLR20.34
  • GLR20.37
  • GLR20.44
  • GLR20.47
  • GLR20.50
  • GLR20.51
  • GLR20.53
  • GLR20.54
  • GLR20.55 (and the equivalent GLR that were in force before 1 July 2014)
  • GLR5.01(6)
  • GLR5.20
  • Director’s Undertaking
  •  

  • Company’s failure to comply with the announcement, circular and/or shareholders’ approval requirements with respect to the transactions with the connected party.
  • Directors’ breach of GLR5.01(6) by failing to (a) apply such degree of skill, care and diligence required and expected of them in taking reasonable steps to procure the Company to comply with the procedural requirements with respect to the said transactions with the connected party as well as to establish and maintain an effective and appropriate internal control procedure; (b) comply with their Director’s Undertaking; and (c) cooperate in the investigation of the Listing Department.
  • Mr Loh Nee Peng also breached his responsibilities as a Compliance Officer under GLR5.20 by failing to advise and assist the board of directors of the Company in implementing procedures to ensure the Company complied with the GLR.

REGULATORY MESSAGE:

Compliance with the disclosure and shareholder approval requirements is crucial to the integrity and confidence in both the governance of individual listed issuers as well as the wider securities market in Hong Kong.


The ability to comply with these requirements calls for the creation and maintenance of robust internal controls. The conduct which gives rise to sanction in this case took place over a number of years but was not detected notwithstanding the Audit Committee having purported to have conducted annual reviews and made statements confirming the quality of the controls in place to ensure compliance with the GEM Listing Rules. It is clear that the statements did not reflect reality as to the strength of the controls and reviews which allegedly took place.


The GEM Listing Rules create the specific role of Compliance Officer as an additional responsibility for a named Executive Director. The GEM Listing Rules place specific compliance related responsibilities on them which must be taken seriously. Although the obligation is relevant to all directors, it is particularly incumbent on those accepting this role that they equip themselves with the necessary knowledge and take professional advice where appropriate to ensure that they comply with their personal responsibilities.


SANCTIONS:


Public Censures of

  • G.A. Holdings Limited
  • Mr Loh Nee Peng
  • Mr Loh Boon Cha
  • Mr Wong Jacob
  • Ms Song Qi Hong

with a statement that Mr Loh Nee Peng 's, Mr Loh Boon Cha’s, Mr Wong Jacob’s and Ms Song Qi Hong’s conduct will be taken into account in assessing their suitability under GLR5.02 in the event that they wish to become a director of another issuer in the future.


DIRECTIONS:

  • The company to appoint an independent compliance adviser as described in the press release.
  •  

NEWS RELEASE:

http://www.hkex.com.hk/News/News-Release/2018/180413news?sc_lang=en