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SFC obtains court order to disqualify former directors of DBA Telecommunication (Asia) Holdings Limited

Issue date: 2022-03-09 19:14:56

The Securities and Futures Commission (SFC) has obtained disqualification orders in the Court of First Instance against DBA Telecommunication (Asia) Holdings Limited’s (DBA) former executive director Mr Chan Wai Chuen and former independent non-executive director Mr Yun Lok Ming (Note 1).

Chan and Yun were disqualified from being a director and being involved in the management of any listed or unlisted corporation in Hong Kong, without the leave of the court, for a period of six years and 18 months respectively and were ordered to pay the SFC’s costs in the proceedings (Notes 2 & 3). 

The orders were made after they admitted that they failed to exercise the degree of skill and care as may reasonably be expected of a person of their knowledge and expertise, and breached their duties owed to DBA and under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (Listing Rules). 

The SFC’s investigation revealed that:

• DBA’s financial statements from 31 December 2010 to 31 December 2012 contained various misstatements which depicted the financial position of DBA in a much better shape than it actually was;
• On 28 March 2013, DBA published its results announcement for the year ended 31 December 2012 on the SEHK’s website which had not been agreed by the auditors, as required under the Listing Rules.   In this respect, the SFC had earlier prosecuted DBA and Chan for breach of sections 384 and 390 of the Securities and Futures Ordinance (SFO) (Notes 4 & 5); and
• Chan and Yun permitted or allowed DBA to continue to perpetrate the misrepresentation for almost three months, and had failed to cause DBA to timely correct or clarify the same between 28 March 2013 and 18 June 2013 despite DBA having made three more public announcements during that period. 

The SFC’s proceedings against other former directors of DBA are ongoing.

End

Notes:

1. DBA was listed on the Main Board of the Stock Exchange of Hong Kong Limited (SEHK).  Trading of DBA shares has been suspended since 6 June 2013 and DBA was delisted on 30 November 2020.
2. Two private companies, EM Management (Hong Kong) Limited and Fan, Chan & Co., Limited, are exempted from the disqualification orders made against Chan and Yun respectively.
3. The judgment is available on the Judiciary’s website (Court Reference: HCMP1112/2019).
4. On 28 June 2018, DBA pleaded guilty to one count of offence under section 384 of the SFO.  Please see the SFC’s press release dated 28 June 2018.
5. On 11 April 2019, Chan was convicted for his role in a false or misleading statement in DBA’s announcement.  Please see the SFC’s press release dated 11 April 2019. 
   
   

Source: SFC