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 Listing Committee of The Stock Exchange of Hong Kong Limited
CENSURES:
(1) Coslight Technology International Group Limited (Stock Code: 1043)
(2) Mr Song Dian Quan, executive director
(3) Ms Luo Ming Hua, executive director
(4) Mr Li Ke Xue, executive director
(5) Mr Xing Kai, executive director
(6) Mr Liu Xing Quan, executive director
AND CRITICISES:
(7) Mr Zhang Li Ming, executive director
(8) Dr Gao Yun Zhi, independent non-executive director
(9) Mr Li Zeng Lin, independent non-executive director
(10) Ms Zhu Yan Ling, independent non-executive director
(11) Mr Xiao Jian Min, former independent non-executive director
Between 2017 and 2019, subsidiaries of the Company carried out a number of transactions involving the acquisition and disposal of equity interests. These transactions were notifiable and/or connected, and so subject to requirements under the Listing Rules. However, the Company did not announce the transactions and/or obtain requisite approval from the shareholders. The Company’s internal controls were also found to be deficient.
The directors failed to take adequate steps to ensure the Company’s compliance with the Rules. They also failed to discharge their duties in respect of the Company’s internal controls.
The Company and directors have been sanctioned accordingly. In addition to the sanctions stated above, the Company has been directed both to appoint an independent professional adviser for the purpose of an internal control review and to retain an independent compliance adviser. The directors have been directed to attend training.
Key messages:
Compliance with Rules in respect of notifiable and connected transactions is critical to ensure that shareholders are kept appropriately informed and have the opportunity to exercise their right to vote.
Directors are expected to consider the Rule implications of significant transactions before they are entered into, and to take proactive steps to ensure Rule compliance.
Directors are also under a continuing duty to ensure the company has in place adequate and effective internal controls. Amongst other things, directors must ensure that staff have received adequate training, and are appropriately qualified and experienced to discharge their responsibilities.
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