The British Columbia Securities Commission (BCSC) has permanently banned two people from B.C.’s capital markets for illegal distributions and multiple acts of fraud: Siu Mui “Debbie” Wong and Siu Kon “Bonnie” Soo. Wong and Soo are sisters and residents of B.C.

In the same decision, the panel also ordered permanent bans against two joint venture companies for illegal distributions.

In June 2016, Wong, Soo and Wheatland Industrial Park Inc. illegally distributed securities. Wheatland was a joint venture company the sisters created to buy and develop land in Wheatland, Alta.

The panel also found that the sisters committed fraud by transferring 33.5 Wheatland joint venture units to companies owned by their adult children and husbands without consideration and without obtaining investor approval. BCSC determined the sisters also misappropriated investors’ subscription proceeds to fund two related company loans totalling $1,208,000 without the investors’ permission.

The panel found that Soo, Wong, 1300302 Alberta Inc. and D&E Arctic Investments Inc. also illegally distributed securities. Similarly as with Wheatland, the sisters set up 1300302 and D&E Arctic to buy and develop land in Rocky View, Alta.

BCSC found the sisters committed multiple acts of fraud with respect to the Rocky View development project. The sisters inflated the purchase price of the Rocky View lands and lied about the price to investors, and they withheld information from an investor about potential delays in development of the Rocky View lands.

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On the basis of new evidence, the panel revoked its initial finding, made in June 2016, that the sisters had also used mortgage proceeds for purposes other than the development of the Rocky View lands without consent from investors.

The panel found that the sisters were enriched by more than $2 million as a result of their misconduct. Describing the impact of Wong and Soo’s misconduct, the panel wrote, “Investors testified as to their mental anguish and increased financial burdens. They have suffered those harms even if they later recoup their investments (for which there is no evidence to suggest that it is a possibility).”

For their misconduct, the panel has permanently banned Wong and Soo from trading in or purchasing any securities or exchange contracts (with limited exceptions), becoming or acting as directors or officers of any issuer or registrant (with limited exceptions), becoming or acting as promoters, acting as management or consultants in connection with activities in the securities market and engaging in investor relations activities. They have each been ordered to pay administrative penalties of $6 million.

The panel also ordered that 1300302 and D&E Arctic permanently cease trading in, and be permanently prohibited from purchasing, any securities or exchange contracts. The firms were also banned from engaging in investor relations activities.

The panel further ordered that the respondents pay various disgorgement orders totaling $9,857,850 with joint and several liability as follows:

  • 1300302, Wong and Soo are ordered to pay $2,785,000 on a joint and several basis;
  • D&E Arctic, Wong and Soo are ordered to pay $1,105,000 on a joint and several basis; and
  • Wong and Soo are ordered to pay an additional $5,967,850 on a joint and several basis.

The panel declined to make market bans against Wheatland, as the company is no longer directed or controlled by Wong and Soo. The panel stated there is no evidence that the company poses a threat to B.C.’s capital markets.