Fiduciary Duties: A Case Study On The Exchange's Censure Against Ex-Directors Of Global Uin Intelligence

Published date18 March 2024
Subject MatterCorporate/Commercial Law, Directors and Officers, Corporate Governance, Shareholders
Law FirmNorton Rose Fulbright Hong Kong
AuthorPsyche Tai, Rachel Chan, Winnie Chan, Ethan Chen, Vicky Lam, Doris Ng and Harold Tin

The Stock Exchange of Hong Kong Limited (Exchange) issued a public censure and Director Unsuitability Statement on 5 March against two former directors of Global Uin Intelligence Holdings Limited (Global Uin) for violating their fiduciary duties by misappropriating Global Uin's IPO proceeds. They had also failed to cooperate in the investigation.

This enforcement action was jointly investigated by the Exchange and the Securities and Futures Commission (SFC), with the assistance of the Monetary Authority of Singapore. It serves as a real-life reminder on the significance of directors' fiduciary duties, and is the second disciplinary action taken by the Exchange on directors' breach of fiduciary duties in less than a month.1

Content

  • The Case In Brief
  • Key Messages

The Case In Brief

Shortly after the GEM listing, Global Uin made a payment of SGD 1 million for a purported IPO consultancy service in Singapore, which caused the actual listing expenses to materially exceed the estimate disclosed in the prospectus. The payment was procured by Mr Aris Goh Leong Heng and Ms Anita Chia Hee Mei (the founders, controlling shareholders and former executive directors of Global Uin) without proper disclosure or board approval.

During the investigation, the two ex-directors provided incomplete and misleading information in order to conceal their misconducts. It was later revealed by the SFC that the payment was subsequently rerouted to the pair's joint bank account in Singapore for repayment of their debt owing to Global Uin. Their actions amounted to misappropriation of Global Uin's assets.

The GEM Listing Committee found that Mr Goh and Ms Chia committed serious breaches of their fiduciary duties to Global Uin, and their duties of skill, care and diligence under GEM Listing Rues (GLR) 5.01, among other rules and undertakings. The two ex-directors were also found to be in conflict with their positions as directors...

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