The Securities and Futures Commission (SFC) has suspended Mr Chow Tsz Lam, a former responsible officer (RO) and manager-in-charge of various core functions of the now dissolved Agg. Asset Management Limited (Agg), for 12 months from 2 September 2025 to 1 September 2026 over fund management failures (Notes 1 to 3).

The disciplinary action followed the SFC’s investigation which found that Agg, as the investment manager of a Cayman-incorporated fund, invested up to 100% of the fund’s assets in debentures issued by companies controlled by Mr Ng Ka Shun, who was the sole shareholder, director and the other RO of Agg.  By doing so, Agg failed to avoid conflicts of interest and properly manage the risks of the fund.  Agg also caused the fund to invest in two debentures which appeared to have been constructed for the purpose of inflating the fund’s net asset value. The SFC has taken disciplinary action against Ng who made investment decisions for the fund and was primarily responsible for these failures (Note 4).

The SFC found that Chow failed to discharge his duties as an RO and a member of the senior management of Agg to ensure that the firm act in the best interests of the fund and its investors and comply with applicable regulatory requirements.

In deciding the disciplinary sanction, the SFC took into account all relevant circumstances, including:

• Chow’s cooperation with the SFC in resolving the SFC’s concerns;
• Chow bore a lower level of responsibility within Agg vis-à-vis Ng;
• unlike Ng, there is no finding of dishonesty against Chow;
• Chow made a report to the SFC which triggered the SFC’s investigation; and
• Chow’s otherwise clean disciplinary record.

Notes:

1. Chow was licensed under the Securities and Futures Ordinance (SFO) to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities and was accredited to Agg and approved to act as its RO from 4 May 2017 to 11 April 2019.  In respect of Types 4 and 9 regulated activities, Chow was subject to a non-sole condition, requiring that, in his capacity as RO, when actively participating in or directly supervising the business of these activities, he must do so under the advice of another RO who was accredited to the same corporation and not subject to this condition.  Chow is currently not accredited to any licensed corporation.
2. Between 13 July 2017 and 11 April 2019, Chow was Agg’s Manager-in-Charge of Compliance, Anti-money Laundering and Counter-terrorist Financing, Operational Control and Review, and Risk Management.
3. On 3 April 2020, the SFC issued a restriction notice to Agg prohibiting it from carrying on any business which constituted regulated activities under the SFO. Please refer to the SFC's press release dated 3 April 2020. Agg was struck off the Companies Register and dissolved, according to a Gazette notice published on 5 July 2024. Under section 195 of the SFO, the licence of Agg is deemed to be revoked.
4. The SFC has banned Ng for life and fined him $1.7 million for window-dressing Agg’s financial resources and mismanaging two funds. Please refer to the SFC’s press release dated 23 December 2024 for details of the disciplinary action.