Three executives were acquitted of charges of defrauding Convoy Global Holdings in Hong Kong, dealing a blow to the financial regulator’s attempt to instil financial discipline and crack down on white-collar malfeasance in the world’s fourth-largest capital market.
District Court Judge Ernest Lin Kam-hung cleared former Convoy director Roy Cho Kwai-chee of one charge of publishing false statements in the company’s 2016 annual report on March 29, 2017.
Two of Cho’s associates, former chief financial officer Christie Chan Lai-yee, 48, and former executive director Byron Tan Ye-kai, 52, were also found not guilty of charges. The three were charged with attempting to defraud HK$89 million from Convoy to buy a company linked to Cho.
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Convoy, one of the largest advisers of Hong Kong’s Mandatory Pension Fund (MPF) is a crucial piece in the so-called Enigma Network of companies, a cluster of interrelated companies with layers of overlapping shareholdings that have resisted regulatory crackdowns. Hong Kong’s financial regulator has mounted a multi-year campaign to bring the network down on suspicions of fraud, market manipulation and corporate malfeasance.
Convoy is one of the largest independent financial advisers in Hong Kong, with more than 100,000 customers. Trading in Convoy‘s shares has been halted since December 2017, and its management has changed after the investigation by the city’s Independent Commission Against Corruption (ICAC) and the Securities and Futures Commission (SFC) went public.
The company had filed a number of civil lawsuits against Cho and his associates in 2017 and 2018 over HK$4 billion (US$516 million) that was allegedly pilfered from Convoy, including a suit seeking HK$715 million in compensation. Those cases are pending.
Cho, 56, was born in India and moved to Hong Kong with his family while in his teens. He undertook medical studies at the University of Hong Kong and eventually qualified as a doctor. Known as “Dr. Cho” by acquaintances and others in the financial industry, he is an active trader of the city’s penny stocks, and was also involved in philanthropic work, including a US$3.2 million donation in 2016 to the Hong Kong University of Education.
During the hearing, an ICAC representative told the court that Cho and his associates colluded to have Convoy spend HK$89 million to acquire True Surplus International, an investment company, in September 2016. With the help of his associates, Cho was able to hide the fact that he was a substantial shareholder in Convoy at the time. He was also able to hide the fact that he had a 55 per cent shareholding in True Surplus. The stock exchange was also not aware of the fact that Cho received HK$57 million from the deal, according to the ICAC.
The prosecutor failed to bring any evidence – such as mobile phone records – to show collusion by the accused to commit a crime, the judge said today in his verdict at District Court in Wan Chai.
“Any problem in Cho not disclosing information of the deal should be the responsibility of the whole board of directors, not just the three [defendants] in this case,” Mr Justice Lin said in his verdict, in Cantonese. “Overall, the prosecutor cannot provide evidence beyond reasonable doubt on the two charges on the three defendants. I rule to acquit all charges.”
The three defendants were on bail before the verdict. They left the court separately after the acquittal. Cho allowed scores of reporters and photographers to take picture but did not answer any question.
“Thank you for all your hard work,” Cho said as he walked out of the court free from three years of investigations and a year of criminal proceedings.
The court adjourned its proceedings for the day, releasing all three defendants from custody, for court fees to be determined on December 7.
“The ICAC will continue to collaborate with relevant regulatory bodies to combat corruption and related crimes in the financial sector so as to uphold the integrity of the market, maintain a level playing field for businesses, and Hong Kong’s status as an international financial centre,” the anti-graft agency’s spokeswoman said in a statement, adding that the ICAC will study the verdict in consultation with Hong Kong’s justice department before deciding whether to appeal.
Today’s acquittal followed a boardroom tussle last week, when Convoy’s second-biggest shareholder Kwok Hui-kwan failed in his second attempt since 2017 to remake the board and management of the company.
Convoy is managed by directors and executives backed by the family of Richard Tsai, who paid HK$1.5 billion for a 29.98 per cent stake in a placement of new shares in October 2015 and became its largest shareholder.
Kwok, 29, is the son of Kwok Ying-shing, founder of Shenzhen-based developer Kaisa Group Holdings. He spent HK$800 million for his 29.91 per cent stake in Convoy in mid-2017, making him the second-largest shareholder, according to sources.
The tussle is the second attempt by Kwok to wrest control of Convoy from the Tsai family when his votes were excluded from a tally. He wants to replace the entire 12-member board with six new candidates including former secretary for financial services and the treasury Frederick Ma Si-hang and legislator Abraham Shek Lai-him.
A shareholders’ meeting at Convoy’s Wan Chai office was stopped 10 minutes on November 26 after proceedings began and before votes could be counted. The company said it would postpone the shareholders meeting until January, according to a stock exchange filing.
The war of words among the two major shareholders continue. Convoy issued an announcement late last Thursday claiming it had suspended the meeting due to the disruption by Kwok’s representative. Kwok hit back in a paid-advertisement in half a dozen of newspaper on Monday, claiming his representative has done nothing wrong.
Convoy has not released its financial statements since the middle of 2017, and has not held any annual meetings among shareholders since then. The stock exchange earlier this year has decided to delist its shares, but the company is appealing against the decision.
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