The Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange are taking disciplinary action against two former directors of TOMO HOLDINGS (06928) for failing to cooperate with an investigation.

On August 12, the Securities and Futures Commission of Hong Kong announced that the Hong Kong Exchanges and Clearing Limited took disciplinary action for the first time against a listed company, as both former directors of the company did not cooperate with the investigations by the Securities and Futures Commission and HKEX. This action highlights the strategic cooperation between the Securities and Futures Commission of Hong Kong and HKEX, where HKEX has the disciplinary power under the Listing Rules to enhance the efficiency of investigations and enforcement procedures, and achieve fair regulatory outcomes. In the disciplinary action, HKEX publicly censured TOMO HOLDINGS Limited (06928)'s former executive director Ma Xiaoqiu (female) and former independent non-executive director Jin Lailin (male). HKEX indicated that Ma Xiaoqiu and Jin Lailin are not suitable to hold any director or senior management positions in TOMO HOLDINGS or any of its subsidiaries. Both the Securities and Futures Commission of Hong Kong and HKEX are conducting investigations regarding TOMO HOLDINGS. The Securities and Futures Commission of Hong Kong is conducting investigations into TOMO HOLDINGS and/or individuals related to it for possible violations of the Securities and Futures Ordinance. The Securities and Futures Commission of Hong Kong issued notices to Ma Xiaoqiu and Jin Lailin under section 183 of the Securities and Futures Ordinance, requesting them to provide information and documents related to the investigation, but both did not respond. Therefore, the Securities and Futures Commission of Hong Kong referred the matter to HKEX for appropriate action under the Listing Rules. HKEX's Listing Division is also investigating whether Ma Xiaoqiu and Jin Lailin have fulfilled their duties and responsibilities under the Listing Rules, and both have not responded to the investigation. According to the Listing Rules, each director of a listed issuer is responsible for cooperating with any investigation by the Securities and Futures Commission of Hong Kong or HKEX's Listing Division, even if they are no longer directors of the issuer. After considering the evidence, the Listing Committee ruled that Ma Xiaoqiu and Jin Lailin had violated this rule and committed serious misconduct. Mr. Weihongfu, Executive Director of Enforcement at the Securities and Futures Commission of Hong Kong, stated that directors' failure to cooperate with regulatory investigations weakens regulatory effectiveness and hinders the protection of investors' rights by the Securities and Futures Commission of Hong Kong. This case highlights the serious consequences that directors must bear for neglecting their basic responsibilities. The strategic cooperation between the Securities and Futures Commission of Hong Kong and HKEX continues to produce strong enforcement outcomes, ensuring that those who evade responsibility for regulatory compliance cannot easily escape. The Securities and Futures Commission of Hong Kong will continue to cooperate with HKEX, using comprehensive resources and expertise to maintain the highest standards of market integrity and uphold investor confidence in the Hong Kong financial market. Ms. Yan Yuyu, Head of Listing Regulation and Rule Enforcement at HKEX, stated that the cooperation between issuers and their directors with HKEX and the Securities and Futures Commission of Hong Kong is crucial for maintaining fair and orderly operations of the securities market and ensuring timely and accurate information. HKEX is committed to maintaining the quality of issuers and the market, safeguarding the interests of public investors. HKEX has zero tolerance for non-cooperation with investigations. Failure to cooperate is a serious misconduct, and HKEX will impose appropriate sanctions on uncooperative directors. Issuers and directors are reminded to fully cooperate with HKEX's Listing Division and the Securities and Futures Commission of Hong Kong in investigations and provide timely and accurate information.