The Securities and Futures Commission (SFC) has prohibited Mr Tsap Wai Ping from re-entering the industry for two years from 19 May 2017 to 18 May 2019 for fitness and properness concerns (Note 1).
The SFC found that between June and September 2012, Tsap caused invitations to subscribe for the shares in Yinfu Gold Corporation (Yinfu) to be issued to the investing public without authorization from the SFC. At the material time, Tsap was the President, CEO and Sole Director of Yinfu, whose shares were traded on the OTC Pink Marketplace in the United States. A total of 140 share subscriptions were made by 65 Hong Kong subscribers involving 13 million of Yinfu shares and US$1.3 million of subscription proceeds (Notes 2 & 3).
In the circumstances, the SFC considers Tsap’s conduct casted serious doubts on his fitness and properness to be a licensed person.
Notes:
- Tsap was licensed under the Securities and Futures Ordinance (SFO) to carry on Type 1 (dealing in securities) regulated activities and was accredited to Chinawide Securities Limited until July 2012. He is not currently licensed by the SFC.
- At the material time, Yinfu was a company registered in the state of Wyoming in the United States.
- Referring to the legislative provisions in force during the material period, under section 103(1) of the SFO, it is unlawful for any person to issue an invitation which contains an invitation to the public to enter into an agreement to subscribe for securities unless the issue is authorized by the SFC. In addition, under section 342(3) of the Companies Ordinance (CO), it is unlawful to issue to any person in Hong Kong a form of application for shares of a company incorporated outside Hong Kong unless the form is issued with a prospectus that complies with the requirements specified in the Third Schedule to the CO. Yinfu did not issue a prospectus with the form of application for the shares.
A copy of the Statement of Disciplinary Action is available on the SFC’s website
