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. Agritrade Resources Limited (Delisted, previous stock code: 1131);
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
2. Mr Ashok Kumar Sahoo, former executive director and chief financial officer of the Company;
3. Mr Ng Say Pek, former executive director and Chairman of the Company;
4. Ms Lim Beng Kim Lulu, former executive director of the Company;
5. Mr Cheng Yu, independent non-executive director at the time of delisting;
CENSURES:
6. Mr Ng Xin Wei, former executive director and chief executive officer of the Company.
The statement made in respect of Mr Sahoo, Mr Ng Say Pek, Ms Lim and Mr Cheng 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, the retention of office by these directors is or would have been prejudicial to the interests of investors.
AND FURTHER DIRECTS:
Mr Ng Xin Wei to attend 15 hours of training.
Mr Ashok Sahoo, an executive director and the chief financial officer of the Company, without the knowledge of the other directors of the board, caused a subsidiary of the Company to sell to a private company beneficially owned by him and his wife a number of compulsory convertible debentures which, if converted, would entitle him to a 15 per cent stake in the Company’s power plant in India for a comparatively nominal value. At around the same time, Mr Sahoo took other action which would enable him to appoint directors in and exercise control over the power plant. Before his resignation as director six months later, Mr Sahoo caused the Company’s subsidiary holding the power plant to issue further shares to his private company, thereby increasing his stake in the power plant. These transactions were prejudicial to the commercial interest of the Company.
Mr Ng Xin Wei was appointed to the board of directors of the power plant subsidiary to provide a check and balance over the authority and power of Mr Sahoo. However the evidence showed he did not take an active interest in the power plant’s affairs and operations and had relied wholly on Mr Sahoo.
The transactions effected by Mr Sahoo were subject to Listing Rule requirements on the part of the Company. These requirements were not complied with. The remaining directors failed to cooperate in the Exchange’s investigation.
Key messages:
Directors must act in good faith in the best interests of the company. They must not place their own interests ahead of those of the company.
Checks and balances are an important part of a robust control environment, but they must be actively implemented to be effective. Issuers should be particularly alert to ensure that there is oversight and control over any operating subsidiaries.
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Ends