香港联合交易所有限公司
(香港交易及结算所有限公司全资附属公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
The GEM Listing Committee of The Stock Exchange of Hong Kong Limited
CENSURES:
(1) My Heart Bodibra Group Limited (Stock Code: 8297);
(2) Mr Chan Lin So Alan, former executive director and compliance officer; and
(3) Mr Yiu Koon Pong, former executive director and chief executive officer of the Company.
AND STATES, by reason of Mr Chan and Mr Yiu’s persistent failure to discharge their responsibilities under the GEM Listing Rules, had they remained in office, their retention of office would have been prejudicial to the interests of investors.
Very shortly after the Company was listed in July 2017, Mr Chan and Mr Yiu each took out from the Company six interest-free and unsecured loans, worth a total of around $10 million, for their own use or as they directed. The loans were not for the proper purposes of the Company, and were not approved by either the board or shareholders. Furthermore, in September 2017, Mr Yiu bypassed internal recruitment procedures and procured a subsidiary of the Company to enter into a number of employment contracts with individuals including his wife and some relatives for no discernible legitimate purpose. The clear conflicts of interest were not addressed.
These matters involved several Rule breaches by the Company, Mr Chan and Mr Yiu. The breaches of Mr Chan and Mr Yiu were serious and placed investors’ interests at risk.
Key messages:
Directors must not treat the funds of a company as if they were their own. Directors owe fiduciary duties to the company, and must exercise their powers conferred upon them for the benefit of the company.
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