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SFC and HKEX collaborate in enforcement action against two former GEM-listed company directors for misconduct

Issue date: 2024-03-05 17:05:32

The Securities and Futures Commission (SFC) and the Stock Exchange of Hong Kong Limited (Exchange) have joined hands in an enforcement action that led to a disciplinary action by the Exchange against two former directors of a GEM-listed company for misconduct (Notes 1 & 2).

This enforcement action highlights the strategic coordination between the SFC and the Exchange for conducting investigations into cases of mutual concern, by leveraging the complementary investigative powers and regulatory tools at their disposal.

Under the Exchange’s disciplinary action, Mr Aris Goh Leong Heng and Ms Anita Chia Hee Mei, the Singapore-residing founders, controlling shareholders and former executive directors of Global Uin Intelligence Holdings Limited (Global Uin Intelligence) were publicly censured.  The Exchange has stated that, in its opinion, both Goh and Chia are unsuitable to occupy positions as directors or within senior management of Global Uin Intelligence or any of its subsidiaries (Note 3).

The Exchange discovered that when Global Uin Intelligence was listed in May 2020, it paid the sum of SGD 1 million to an IPO consultant in Singapore for purported IPO consultancy services.  The payment caused the actual listing expenses to exceed the estimated listing expenses disclosed in the prospectus.  The Exchange then referred the matter to the SFC whose investigation found that the payment was subsequently rerouted by the IPO consultant to a joint bank account held by Goh and Chia in Singapore.  The SFC shared with the Exchange relevant fund tracing and other evidence it obtained regarding the payment.

Having considered all the evidence, the GEM Listing Committee has made findings that Goh and Chia misappropriated Global Uin Intelligence’s assets using the rerouting arrangement.

Although Goh and Chia subsequently procured the refund of the payment from the IPO consultant to Global Uin Intelligence, the GEM Listing Committee found them to have committed serious breaches of their fiduciary duties to the company and the Listing Rules.

The SFC’s Executive Director of Enforcement, Mr Christopher Wilson, said: “Under coordinated investigation, the SFC and the Exchange share information and intelligence in a timely manner so as to better allocate investigative resources to achieve our regulatory objectives.  This case demonstrated the success of this initiative, and we look forward to achieving quicker and more effective regulatory outcomes through coordinated investigations.”

HKEX Head of Enforcement, Mr Jon Witts, said: “The Exchange and the SFC have been working closely together to combat IPO-related misconduct (Note 4).  Our collaboration and sharing of information creates an effective combination of the different powers of the two regulators.  We thank the SFC for their assistance, and look forward to further collaboration in our mission to maintain market quality and investor confidence.”

The SFC and the Exchange expressed their appreciation to the Monetary Authority of Singapore for its assistance in this case.

The SFC’s investigation into the suspected misappropriation by Goh and Chia is still ongoing.

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Notes:

1. The Stock Exchange of Hong Kong Limited is a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX).
2. Under the Listing Rules, the Exchange may take various sanctions against the relevant parties involved in the breach of Listing Rules, including reputational, remedial and ancillary or operational sanctions.
3. The company was listed on GEM on 18 May 2020 as Singapore Food Holdings Limited.  It subsequently changed its name to Global Dining Holdings Limited, then to its current name Global Uin Intelligence Holdings Limited.
4. Please see the joint statement issued by the SFC and the Exchange on 20 May 2021.

News captured as of:2024-03-05 17:05:32

Source: SFC