香港证监会指出，卢衍溢的涉嫌失当行为导致LET及凯升的股份被暂停买卖。由于不确定有关股份会否及何时能够恢复买卖，股份回购令将为独立少数股东提供离场机会。香港证监会的法律程序亦包括就卢衍溢对LET及凯升的成员作出的失当行为，寻求法庭对他作出取消资格令。On September 27, the Securities and Futures Commission of Hong Kong initiated legal proceedings in the original court under section 214 of the Securities and Futures Ordinance, seeking a court order for share buybacks to safeguard the rights of independent minority shareholders of LET Group Holdings Limited (01383) and summit ascent Limited (00102), chaired by Lu Yanyi, who is the executive director and controlling shareholder, for alleged misconduct.
According to a report from the Wisdom Financial APP, on September 27, the Securities and Futures Commission of Hong Kong initiated legal proceedings in the original court under section 214 of the Securities and Futures Ordinance, seeking a court order for share buybacks to safeguard the rights of independent minority shareholders of LET Group Holdings Limited (01383) and summit ascent Limited (00102), chaired by Lu Yanyi, who is the executive director and controlling shareholder, for alleged misconduct.
The share buyback order will require Lu Yanyi, LET, and/or summit ascent to make a tender offer to purchase shares from minority shareholders of the two companies independently of Lu Yanyi, at a price and in a manner determined by the court.
The Securities and Futures Commission of Hong Kong pointed out that Lu Yanyi's alleged misconduct has led to the suspension of trading in the shares of LET and summit ascent. Due to uncertainty as to whether these shares will resume trading and when, the share buyback order will provide an opportunity for independent minority shareholders to exit. The legal proceedings of the SFC also include seeking a court order to disqualify him for his misconduct towards LET and summit ascent members.
It is understood that the shares of LET and summit ascent have been listed on the main board of the Hong Kong Stock Exchange (HKEX) since February 22, 2007, and January 10, 1994, respectively. Summit ascent is a subsidiary of LET, with 66.9% of its shares indirectly held by LET.
The Securities and Futures Commission of Hong Kong's investigation found that Lu Yanyi deliberately disregarded the provisions of the Listing Rules and Takeovers Code, resulting in LET and summit ascent entering into an agreement in early 2024 to dispose of their assets in Russia. The planned disposal of Russian assets by the two companies constitutes a very significant disposal as referred to in the Listing Rules.
The Securities and Futures Commission of Hong Kong stated that Lu Yanyi ignored legal advice indicating that the plan did not comply with the Listing Rules and took a position not endorsed by other directors of LET and summit ascent, some of whom later resigned due to the asset disposal plan; leading to the continuation of the disclosure of the asset disposal plan by LET and summit ascent without informing shareholders of the non-compliant matters; disregarding regulatory concerns raised by the SFC and HKEX regarding non-compliance issues, and pushing the two companies to proceed with the plan to dispose of assets, resulting in the suspension of trading in the shares of the two companies under section 8(1) of the Securities and Futures (Stock Market Listing) Rules.
Although the plan to dispose of assets has been terminated, the Securities and Futures Commission of Hong Kong alleges that John Yimm Lee did not disclose all relevant important information to LET, summit ascent, and their shareholders (among other matters), in a reasonable, skillful, cautious, and diligent manner, fulfilling his duties as a director of the two companies and ensuring full compliance with the Listing Rules and Takeover Code.
