Hong Kong Exchanges and Clearing’s subsidiary, The Stock Exchange of Hong Kong Limited, has publicly censured RMH Holdings Limited after identifying serious governance and disclosure failures related to securities investments, a 2022 rights issue and a connected-party service agreement. Six former directors were also sanctioned, with the two most senior—Dr Loh Teck Hiong and Mr He Weiqing—subject to a “Prejudice to Investors’ Interests Statement,” signalling that their return to any RMH post could harm shareholders.

Key findings and sanctions

• RMH Holdings was found in breach of GEM Listing Rules 17.56(2), 19.34, 20.33, 20.34, 20.42 and 20.44. • The company is censured; all six former directors are censured; and Dr Loh and Mr He face the additional investor-prejudice statement. • Four former directors—Dr Seow Swee How, Mr Yang Zhangxin, Mr Loke Wai Ming and Ms Wu Xiaoxia—must each complete 15 hours of training on listing compliance and corporate governance.

Problematic transactions

1. Securities investment losses • An investment desk set up in October 2021 deployed HK$15.70 million into listed shares outside RMH’s core business. • Weak controls meant Board members received no transaction updates until a July 2022 margin call revealed breaches of board-set guidelines and the unapproved conversion of a cash account into a margin account. • The portfolio was liquidated after incurring a HK$12.90 million net loss. Required disclosure of a discloseable transaction was delayed until May 2024.

2. 2022 rights issue irregularities • Five individuals—one being connected person Mr Wu Jie—back-stopped an under-subscribed rights issue. • Then chairman/CEO Mr He allowed these subscribers to defer HK$19.40 million in payments (47.2 % of net proceeds) without collateral, interest or Board knowledge. • Rights-issue announcements misstated that all subscribers were independent and omitted the payment deferral; connected-transaction disclosure was made more than two years late. All funds were eventually received in September 2022.

3. Connected service agreement • In May 2022 a subsidiary, without Board approval, prepaid HK$3.00 million to Apple Tree International Holding—controlled by Mr Wu—for financing services that were never delivered. The prepayment was refunded only eight months after contract termination.

Corporate governance lapses

The Exchange identified systemic deficiencies dating back to 2020: absence of formal management reporting, lack of a board-reserved matters list and ineffective transaction-monitoring processes. Annual control reviews were either skipped (2017–2019) or inadequately followed up (2020–2022). Directors failed to exercise sufficient oversight, with misplaced reliance on subordinates after delegating key responsibilities.

Regulatory process

The GEM Listing Committee heard the case on 24 March 2026; Dr Loh’s review application was dismissed by the GEM Listing Review Committee on 23 July 2026. The Exchange’s October 2026 statement confirms that sanctions apply solely to RMH Holdings and the six named former directors; no findings were made against other current or past board members.

Implications

The public censure and investor-prejudice warnings reinforce the Exchange’s focus on director accountability, accurate disclosure and effective internal controls. The mandatory training order for four directors underscores heightened regulatory expectations around governance and compliance for GEM-listed companies.