SFC revokes the licence of Amber Hill Capital Limited and bans its senior management for life

The Securities and Futures Commission (SFC) has revoked the licence of Amber Hill Capital Limited (AHCL) for facilitating misappropriation of funds and other dishonest activities related to fund management (Note 1).

The SFC has also banned AHCL’s former senior management, Neo Ng Yu and Simon Ng She Chun, from engaging in all regulated activities for life (Notes 2 to 4).

Facilitation of misappropriation of funds

AHCL served as the manager of a segregated portfolio of a Cayman-incorporated fund (Sub-fund) between 6 October 2017 and 29 September 2021.

The SFC’s investigation found that Neo Ng, along with his connected persons and entities, orchestrated a scheme to misappropriate approximately US$154 million belonging to a client of Nerico Brothers Limited (NBL) through the Sub-fund.  AHCL knowingly facilitated this scheme (Notes 5 and 6).

Specifically, under the scheme, NBL transferred its client’s funds to the Sub-fund for the purported acquisition of “liquidity provider units” from the Sub-fund between January and August 2021 (Note 7).  Although the Sub-fund did not issue or hold any such units, AHCL accepted the funds transferred from NBL.  AHCL then directed the Sub-fund to transfer a significant portion of the proceeds to a corporate vehicle owned by Neo Ng and use most of the remaining proceeds for the Sub-fund’s own purposes.

Provision of false information and fabricated documents regarding the Sub-fund

While serving as the fund manager, AHCL represented to the Sub-fund’s auditors and administrators that NBL was one of the brokers used by the Sub-fund for its trading activities and the majority of the Sub-fund’s cash assets were held in an account maintained with NBL (NBL account).

AHCL also claimed that Neo Ng made three subscriptions totalling US$297 million for the shares of the Sub-fund via a corporate vehicle he controlled and the proceeds from his subscriptions were transferred to this purported NBL account.

However, the SFC investigation revealed that the Sub-fund was not a client of NBL, nor did it maintain any account with NBL.  In the circumstances, the Sub-fund’s cash assets purportedly maintained with NBL did not exist, and the Sub-fund’s cash position was overstated by the purported balance of up to US$451 million at the NBL account between November 2019 and May 2021.

In addition, AHCL provided false information and fabricated documents, including fabricated auditors’ reports, about the Sub-fund’s value and financial position to mislead investors and prospective investors between November 2019 and September 2021.

Senior management responsibility

The SFC considers that the misconduct of AHCL was directly attributed to the actions of Neo Ng and Simon Ng.  Neo Ng was the mastermind and orchestrator of the schemes.  He also personally benefited from the misappropriated funds of NBL’s client and the artificial inflation of the Sub-fund’s value (Note 8).  On the other hand, Simon Ng conspired with Neo Ng in these schemes by processing the misappropriated funds from NBL, authorizing the dissipation of the misappropriated funds to Neo Ng’s corporate vehicle, and playing an active role in providing false information and fabricated documents to the Sub-fund’s auditors and administrators.

All in all, their conduct was profoundly dishonest and fell far below the standards expected of the senior management of a licensed corporation.

In deciding the disciplinary sanctions against AHCL, Neo Ng, and Simon Ng, the SFC took into account that:

• their conduct was egregious and serious, and damaged the confidence of both investors and the public in market integrity;

• their conduct caused significant losses to the client of NBL; and

• they each had an otherwise clean disciplinary record.

End

Notes:

1. AHCL is licensed under the Securities and Futures Ordinance (SFO) to carry on Type 4 (advising on securities) and Type 9 (asset management) regulated activities.  AHCL has ceased business in regulated activities since 31 December 2021.

2. Neo Ng was a director of AHCL from 1 March 2019 to 1 November 2021.  He has also been the ultimate sole shareholder of AHCL since 26 February 2019.

3. Simon Ng, the brother of Neo Ng, was a member of the senior management of AHCL.  Simon Ng served as the manager-in-charge of various core functions of AHCL during different time periods between 28 March 2019 and 20 April 2020.

4. While Neo Ng and Simon Ng were not licensed persons under the SFO during the relevant period, they fall within the definition of a “regulated person” under section 194(7) of the SFO, which includes a person who is, or at the relevant time was, involved in the management of the business of a licensed corporation.

5. Please refer to the SFC’s press release dated 28 August 2025 for the SFC’s related disciplinary actions against NBL and its director, Jerff Lee Cheuk Fung.

6. Neo Ng has been a substantial shareholder of the holding company of NBL’s client since 23 December 2020.  Neo Ng also served as a director of the client from 15 July 2021 to 20 January 2022.

7. According to NBL, its clients were required to purchase “liquidity provider units” issued by a fund in order to trade currency with the issuing fund.

8. Neo Ng was one of the ultimate major shareholders of the Sub-fund since its inception, indirectly holding approximately 75% of its shares as of December 2020.