The Securities and Futures Commission (SFC) has obtained a six-year disqualification order in the Court of First Instance against Mr Tian Songlin, a former executive director of National United Resources Holdings Limited (NUR), after he admitted to breaching his fiduciary duties by recklessly involving a subsidiary of NUR in fictitious transactions (Notes 1 to 3).
Tian was disqualified for six years from being a director, liquidator, receiver or manager, or in any way, directly or indirectly, be concerned, or take part in the management, of any listed or unlisted corporation in Hong Kong. He was also ordered to pay the SFC's costs in the proceedings (Notes 4 to 6).
At the heart of the SFC’s legal action was two back-to-back fuel oil supply and sale transactions in 2015 between NUR’s subsidiary, NUR Clean Energy Investment Limited (NUR Clean), and two external parties. The SFC’s case is that these transactions, which amounted to US$75.46 million, were fictitious because in reality the purported supplier and customer were controlled by NUR or persons closely connected to it, and the supporting bills of lading were not genuine. In addition, these fictitious transactions were arranged through various related entities, with funds circulating among several related parties before eventually returning to NUR or its associates.
Specifically, Tian admitted that he:
- failed to take reasonable steps to ensure the transactions were in the interests of NUR or NUR Clean;
- failed to engage in the business of NUR Clean, acting merely as a rubber stamp in matters that required his input or approval;
- provided pre-signed telegraphic transfer application forms to facilitate over HK$302 million in payments for the fictitious transactions without questioning the purpose of the transfers; and
- failed to convene a board meeting to consider the transactions before committing NUR Clean, despite the substantial sums involved.
Tian also admitted to recklessly causing false or misleading statements or representations concerning the transactions to be published in NUR's 2015 annual results and report.
In the same legal proceedings, Mr Li Hui and Mr Feng Yongming, both former executive directors of NUR, and Mr Li Tao, whom the SFC claims was the de facto and/or shadow controller of NUR, are among the former directors and senior management of NUR accused of serious misconduct. The SFC is asking the public to provide information on the whereabouts of these three other respondents as they are currently unlocatable.
Specifically, the SFC’s allegations include:
- Li Hui was involved in binding NUR Clean to the fictitious transactions and approving related payments;
- Feng was involved in approving related payments totalling over HK$302 million; and
- Li Tao orchestrated the fictitious transactions and controlled the entities involved in the related movement of funds.
Li Hui and Li Tao have not been successfully served and, together with Feng, cannot currently be located (Notes 7 to 9). While the SFC is considering the appropriate next steps in the proceedings against these respondents, members of the public who have relevant information about their whereabouts are encouraged to contact the SFC. Further information about the trio is available on the SFC's "Have You Seen These People?" webpage (Note 10).
Notes:
- NUR has been listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 254) since 16 November 1972. At all material times, NUR and its subsidiaries principally operated in three business segments: trading of coking coal, aluminium rod and fuel oil; online platform business; and media and advertising business.
- Tian was an executive director of NUR from 17 July 2015 to 10 November 2017 and a director of NUR Clean from 26 May 2015 to 10 November 2017.
- The SFC commenced proceedings under section 214 of the Securities and Futures Ordinance in July 2022.
- The orders against Tian were made following the Court’s approval for the proceedings against him to be disposed of by way of the Carecraft procedure, under which the Court determines the appropriate orders on the basis of an agreed statement of facts and agreed proposed orders.
- The judgment against Tian is available on the Judiciary’s website (Case No.: HCMP 896/2022).
- In November 2025, the SFC obtained a three-year disqualification order in the same proceedings against Mr Lo Ka Wai, a former executive director of NUR. Please see the SFC’s press release dated 14 January 2026.
- Li Hui was an executive director of NUR from 17 July 2015 to 19 September 2016 and a director of NUR Clean from 8 May 2015 to 2 August 2016.
- Feng was an executive director of NUR from 1 September 2014 to 19 May 2017.
- The SFC alleges that, at all material times, Li Tao was NUR's de facto and/or shadow controller and formed part of its senior management. The SFC further alleges that he regularly gave instructions to the staff and employees of NUR and its subsidiaries.
- The SFC's "Have You Seen These People?" webpage contains details of individuals who are the subject of arrest warrants or whom the SFC believes may have important information relevant to its enforcement inquiries. Li Hui, Feng and Li Tao are on the list of Person of Interest. Anyone who knows where Li Hui, Feng and/or Li Tao are, or has information concerning their whereabouts, should contact the SFC at (852) 2231 1000 or submit the information through the SFC’s designated reporting channel.
