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Exchange’s Disciplinary Action against Raffles Interior Limited (Stock Code: 1376) and Three Current and Former Executive Directors

Regulatory
12 Dec 2022

香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
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

CENSURES:
(1) Raffles Interior Limited (Stock Code: 1376);

IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(2) Mr Chua Boon Par, former executive director, Chairman and CEO;

CENSURES:
(3) Mr Ding Hing Hui, executive director;
(4) Mr Leong Wai Kit, executive director;

AND FURTHER DIRECTS:
Mr Ding and Mr Leong to attend training.

The statement made in respect of Mr Chua above is made in additional to a public censure against him. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Mr Chua remained on the board of directors of the Company, the retention of office by him would have been prejudicial to the interests of investors.

 

The Company entered into a number of agreements for professional and consultancy services around the time of its listing, together with a discretionary investment management agreement.  The service fees paid to the service providers amounted to roughly 40 per cent of its net IPO proceeds. There was no disclosure of the Company’s intention to enter into such agreements in its prospectus.

Mr Chua took a lead role in the decision to engage the relevant service providers. The service providers were all referred to Mr Chua by his friends or parties connected with the Company’s listing, and no comparisons with other service providers were made.

The commercial rationale of the service agreements and the investment management agreement was doubtful, particularly as the fees charged by the service providers were excessive, the services provided under the agreements were limited and/or dubious, and the entire sum under the investment management agreement was used to invest in the shares of a private company trading in antique jewellery.

Key messages:

The Exchange will closely scrutinize service agreements or investments made prior to or shortly after listing, particularly where parties related to the listing are involved as counterparties or intermediaries.

Potential issuers and directors must ensure that the prospectus contains accurate and complete disclosure of any intended development or expansion plans after listing, as this information is necessary to enable investors to make an informed assessment of the issuer. This includes the use of the issuer’s funds to enter into agreements with service providers or the making of investments.

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

 

 

Ends