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The Market Misconduct Tribunal (MMT) has found that Yorkey Optical International (Cayman) Limited (Yorkey), its CEO Mr Nagai Michio and Financial Controller Mr Ng Chi Ching failed to disclose inside information as soon as reasonably practicable under the corporate disclosure regime following proceedings brought by the Securities and Futures Commission (SFC) (Notes 1 & 2).
The MMT found that there had been a 13-week delay in Yorkey’s disclosure of its material losses in the second half of 2012 as a result of the reckless conduct of Nagai and Ng, and this had caused investors to suffer a notional loss of approximately $1.5 million (Note 3).
The MMT has ordered that:
- Yorkey and Nagai pay a fine of $1 million each;
- Nagai and Ng be disqualified from, amongst other things, being a director or being involved in the management of any listed corporation in Hong Kong, for 18 and 15 months respectively (Note 4);
- Yorkey, Nagai and Ng pay the SFC’s investigation and legal costs, as well as the costs of the MMT proceedings;
- Yorkey appoint a SFC-approved independent professional adviser to review its procedures for compliance with the corporate disclosure regime; and
- Nagai and Ng attend SFC-approved training programme on corporate disclosure regime, directors’ duties and corporate governance.
Notes:
- Please see the SFC’s press release dated 6 April 2016.
- The statutory corporate disclosure regime under the Securities and Futures Ordinance came into effect on 1 January 2013.
- Yorkey recorded a net profit of US$1.25 million in its unaudited interim results for six months ended 30 June 2012 and a net profit of US$60,000 in its 2012 Final Results. The net profit of US$60,000 for 2012 represented a decline of 99% when compared to the net profit of US$6.685 million in 2011.
- MMT also recommended Hong Kong Institute for Certified Public Accountants to take disciplinary action against Ng.
- The MMT’s report is available on its website (www.mmt.gov.hk).
