The Hong Kong Securities and Futures Commission (SFC) has obtained a Court of First Instance order disqualifying Ms Ho Siu Man, a former executive director of First Credit Finance Group Limited, from acting as a director or being involved in the management of any listed or unlisted corporation in Hong Kong, without the court’s leave, for seven years. Ho was also ordered to pay the SFC’s costs. The order follows an SFC investigation that found Mr Cho Kwai Chee acted as a de facto director of First Credit from December 2015 to June 2017 and participated in a share placement organised by the company and, with his brother, subscribed for untaken rights shares in a rights issue. First Credit’s completion announcements for the placing and rights issue incorrectly stated that all placees and subscribers were independent third parties. Ho admitted breaching her fiduciary duties and/or failing to exercise the required care, skill and diligence by not ensuring disclosure of Cho’s role, causing false and/or misleading statements on independence in the relevant announcements, and approving the placing without considering its dilution impact on shareholders. Proceedings under section 214 of the Securities and Futures Ordinance against four other former directors and a former de facto director of First Credit remain ongoing. The court order against Ho was made under a Carecraft procedure based on an agreed statement of facts and proposed orders.

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