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香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
The Stock Exchange of Hong Kong Limited
IMPOSES A DIRECTOR UNSUITABILITY STATEMENT1 and CENSURE against Mr Lo Kai Bong, executive director and Chairman2 of LET Group Holdings Limited (delisted, previous stock code: 1383) (LET) and Summit Ascent Holdings Limited (delisted, previous stock code: 102) (SA) (together, Companies).
AND FURTHER DIRECTS:3
- the listing of LET’s shares be cancelled under Rule 2A.10A(2)(b) if Mr Lo continues to occupy a position as director or within senior management of LET or any of its subsidiaries4 upon the expiry of 14 days from the date of publication of the statement of disciplinary action; and
- the listing of SA’s shares be cancelled under Rule 2A.10A(2)(b) if Mr Lo continues to occupy a position as director or within senior management of SA or any of its subsidiaries upon the expiry of 14 days from the date of publication of the statement of disciplinary action.
In May 2022, Mr Lo became the controlling shareholder of LET, which in turn held approximately 69.7% of the issued shares of SA.
Mr Lo was found to have blatantly or recklessly disregarded his responsibilities under the Listing Rules regarding a proposed disposal of a hotel and gaming business in Russia by an indirect subsidiary of the Companies (ORL), of which he was a director at the material time.
In December 2023, Mr Lo procured ORL to proceed with the proposed disposal which constituted a very substantial disposal under Chapter 14 of the Listing Rules despite:
- Numerous reminders and warnings given by the Exchange, the Securities and Futures Commission and the Companies’ legal advisers about the serious consequences of proceeding with the proposed disposal, including the following:
- The Company would breach the respective shareholders’ approval requirements under the Listing Rules and the Code on Takeovers and Mergers.
- Trading in the Companies’ shares would be suspended because the proposed disposal would result in the Companies’ failure to comply with the sufficiency of operation and assets requirement under Rule 13.24.
- Trading in LET’s shares would also be suspended because the proposed disposal was restricted under Rule 14.06E, as it would represent a disposal of a material part of LET’s existing business within 36 months after its change in control in May 2022 and the remaining group of LET would be unable to meet the new listing requirements under Rule 8.05.
- Disapproval by all other directors of the Companies.
Mr Lo had asserted that he had acted in the best interests of ORL and its shareholders (including the Companies) in procuring ORL to proceed with the proposed disposal given the commercial reasons for the proposal disposal, including reduction in the Companies’ risk exposure in Russia and the disposal being priced at a 30% premium. The Exchange did not consider that these reasons could justify his actions which would cause the serious consequences described above.
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The Listing Rules are designed to maintain an orderly, informed and fair market for the trading of securities and protect shareholders and investors. Every director is required to comply to the best of his/her ability with the Listing Rules, and use his/her best endeavours to procure the issuer to comply with them. The Exchange has zero tolerance for any director who knowingly or recklessly disregards Listing Rule requirements and/or his/ her director’s duties. This constitutes serious misconduct and can result in the most severe sanction against the director. For the avoidance of doubt, commercial reasons do not override the obligations of issuers and their directors to comply with the Listing Rules. In case of doubt, issuers are encouraged to consult the Exchange. |
Notes:
1. The Director Unsuitability Statement is a statement that, in the Exchange’s opinion, Mr Lo is unsuitable to occupy a position as director or within senior management of each of the Companies or any of their subsidiaries.
2. Mr Lo remained as ED and Chairman of the Companies up to the date of delisting of each of the Companies.
3. After the Listing Committee’s decision to impose the above sanctions and directions, the Companies’ shares were cancelled on 1 September 2025 under Rule 6.01A(1) as the Company had failed to fully satisfy the Exchange’s resumption guidance and resume trading of their shares by their resumption deadlines of 10 July 2025. The follow-on actions would have remained effective had the Companies’ shares not been cancelled.
4. Including SA and its subsidiaries.
Ends
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