00582.HK announcement that on November 14, 2022, the company received a letter from the Hong Kong Securities and Futures Commission informing the company that the SFC had responded to several respondents and TeamwayInternational Group Holdings Limited (stock code: 1239, a company listed on the main board of the Stock Exchange) on November 8, 2022.The petition commenced proceedings in the Court of first instance of the Hong Kong Special Administrative region, in which Dr Yang Zhi, Chairman of the Board and Executive Director, was listed as one of the respondents in the petition.
The SFC alleges in the petition that the business or affairs of Teamway have been conducted in a manner unfairly prejudicial to the interests of shareholders of Teamway as mentioned in section 214 (1) (a), (b), (c) and (d) of the Securities and Futures Ordinance, and that Dr Yang, as a shadow director of Teamway: (I) has breached his duty of good faith to Teamway in respect of a number of transactions and matters; (ii) failed to urge Teamway to disclose some inside information in violation of its disclosure duties. (iii) conducts certain acts dishonestly for its private purposes and personal interests, contrary to the interests of Teamway and ╱ or for improper purposes; and (iv) fails to act with due and reasonable care, skill and effort as a whole due to failure to properly monitor the affairs of Teamway and its subsidiaries.
On the basis of the petition, the SFC sought an order from the Court of first instance, including: (1) under section 214 (2) (d) of the Securities and Futures Ordinance, Dr Yeung should not (I) act or continue to be a director, liquidator, receiver or property or business manager of Teamway or any other corporation. And (ii) is in any way directly or indirectly involved in or participates in the management of Teamway or any other corporation; and (2) in a compensation order made under section 214 (2) (e) of the Securities and Futures Ordinance, Dr. Yang and other respondents pay compensation to Teamway in the manner stated in the petition (I) in the manner stated in the petition (I) in accordance with the common and individual basis. And (ii) shall pay such compensation to Teamway and on behalf of Teamway to the relevant subsidiary in the event of loss and damage suffered by the subsidiary.
Subject to the outcome of the petition and in order to allay the concerns of shareholders and the public, the Board has resolved to suspend all administrative and executive duties and powers of Dr. Yang as Chairman and Executive Director with effect from 18 November 2022 until further notice by the Board. During the suspension period, the day-to-day business operation and management of the Group is carried out by the other four executive directors of the Group and the senior management team, so the Board considers that the suspension will not affect the day-to-day operation of the Group in any material respect, and the Group business will operate as usual.
After the suspension, the Board is taking action to identify a suitable person to serve as Chairman of the Board and resolved that Ms. MeiSi Chan, an Executive Director, shall be the acting Chairman of the Board with effect from 18 November 2022 until further notice by the Board.