香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
The Stock Exchange of Hong Kong Limited
CENSURES:
Ms Zhu Ya Ying, former executive director
AND DIRECTS:
Ms Zhu to attend training.
Ms Zhu caused a subsidiary of the Company to enter into a guarantee involving an exposure to the group of RMB137.5 million. She did not report the guarantee to the other directors on the board, even though she was required to do so under the Company’s framework of internal controls.
The guarantee was a discloseable transaction, but Ms Zhu’s failure to report it led to the Company breaching the Listing Rule requirement to announce the guarantee at the time it was entered into.
After ceasing to be a director, Ms Zhu continued to cause the group to enter into a series of transactions which were not known to the board, and which were only discovered by the Company’s auditors in September 2021. The late discovery of these transactions led to a substantial delay in the despatch of the Company’s 2021 interim report, as the report had to be revised to reflect the financial impact of the transactions.
Key messages:
Directors should ensure that material transactions involving significant financial exposure and risk are brought to the attention of the board.
Internal controls should not be bypassed or forgotten. Adhering to an effective internal control framework is an important step towards Listing Rule compliance.
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