Asian Capital Resources (Holdings) Limited (ACR) and its former company secretary Mr Andrew James Chandler were today convicted of providing false or misleading information to the Stock Exchange of Hong Kong Limited (Note 1).
ACR pleaded guilty to five summonses and Chandler to two summonses in a hearing today at the Eastern Magistracy. They were fined $100,000 and $10,000 respectively and ordered to pay the Securities and Futures Commission’s (SFC) investigation costs.
The SFC alleged that between October 2008 and October 2009, ACR issued five different announcements stating that Mr Qiu Yue, an executive director of ACR, held no interest in any shares of ACR or incorrectly stating the level of Qiu’s interests (Note 2).
These statements were false or misleading.
Upon Qiu’s appointment as an executive director of ACR on 24 October 2008, he was taken to be interested in 84,045,413 shares in ACR, amounting to approximately 13% of the issued share capital of ACR, through Lucky Peace Limited (Lucky Peace), a company beneficially owned by Qiu. ACR was aware of Qiu’s interest in these shares through Lucky Peace because ACR was involved in the agreement through which these shares were issued. Chandler signed the agreement as a witness on behalf of ACR.
Accordingly it was false or misleading for ACR to inform the market that Qiu has no interest or incorrectly stated the level of Qiu’s interests in ACR.
Both Lucky Peace and Qiu also failed to disclose their interests in ACR in their capacities as substantial shareholders and as a director of the company as required by the Securities & Futures Ordinance. They pleaded guilty to a total of five summonses and were fined $4,000 and $6,000 respectively as well as ordered to pay the SFC’s investigation costs (Note 3).
Notes:
1. ACR was formerly known as Asian Information Resources (Holdings) Limited until 14 March 2007. Its shares have been listed on the Growth Enterprise Market since 16 December 1999.
2. The dates of the announcements in question were published on 24 October 2008, 10 November 2008, 30 March 2009, 14 August 2009 and 23 October 2009.
3. Lucky Peace failed to disclose its interests by 29 December 2007 and 21 July 2009. Qiu failed to disclose his interests by the same dates and 5 November 2008.
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Hong Kong's Securities And Futures Commission: Asian Capital Resources And Its Former Company Secretary Convicted Of Providing False Or Misleading Information
Date 16/04/2012