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Exchange’s Disciplinary Action against Six Former Directors of National Investments Fund Limited (Stock Code: 1227)

Regulatory
17 Mar 2022

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 Stock Exchange of Hong Kong Limited

IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:

(1) Mr Wong F Danny, former Chairman and executive director of the Company;
(2) Mr Liu Jin, former independent non-executive director of the Company;

CENSURES:

(3) Dr Fong Chi Wah, former executive director of the Company;
(4) Mr Wu Tse Wai Frederick, former executive director of the Company;
(5) Mr Law Tze Lun, former independent non-executive director of the Company; and
(6) Mr Char Shik Ngor, Stephen, former independent non-executive director of the Company.

The statements made in respect of Mr Wong and Mr Liu above are made in addition to a public censure against them.  The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had either of Mr Wong or Mr Liu remained on the board of directors of the Company, the retention of office by him would have been prejudicial to the interests of investors.

AND FURTHER DIRECTS each of Dr Fong, Mr Law and Mr Char to attend training.

 

The Company is an investment company listed under Chapter 21 of the Listing Rules. Its primary investment objective has been to achieve short to medium term capital appreciation by investing in listed and unlisted companies, mainly in Hong Kong and the PRC.  The Board was responsible for approving investment decisions and supervising the investment manager.

From 2011 to 2015, at least $61 million of the Company’s money was used in an unchecked spending spree to acquire various luxury assets, including a yacht ($24.5 million), a diamond ($20 million), furniture (over $3.8 million), seven cars (over $8.48 million), a club membership ($1.8 million), a diamond ring ($230,200), and 57 paintings ($2.2 million).  These acquisitions were not in accordance with the Company’s investment objectives and were made during a period in which the Company’s financial position was significantly deteriorating, including recording losses and incurring net operating and investing cash outflows.

Mr Wong solely approved at least some of the acquisitions. He failed to address his mind to, or did not care about, the suitability, necessity and benefits of the acquired assets for the Company.

The other directors approved monthly announcements of the Company’s net assets value per share.  Notwithstanding the deteriorating financial position and the significant expenditure of monies on the above assets, the other directors failed to take an active interest in the Company’s affairs and follow up anything untoward that came to their attention in respect of the acquisitions. 

Key Messages:

Directors of an investment company listed under Chapter 21 of the Listing Rules play a critical investor protection role in overseeing the investments.  They must provide a check-and-balance to ensure that company funds are used properly.

Directors of Chapter 21 companies must carefully review the company’s monthly financial information with an enquiring mind, and take an active interest in the company’s performance.  They must follow up any untoward matters which come to their attention, including significant expenses which fall outside the company’s objectives and policies.

 
A copy of the Statement of Disciplinary Action is available on the HKEX website. 
 

 

Ends

Updated 19 Dec 2022