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 Review Committee of The Stock Exchange of Hong Kong Limited

CENSURES:

(1) Longrun Tea Group Company Limited (Stock Code: 2898) (Company); 
(2) Dr Chiu Ka Leung (Dr Chiu), executive director and Chairman;
(3) Mr Jiao Shaoliang (Mr Jiao), executive director;
(4) Ms Yeh Shu Ping (Ms Yeh), executive director, Vice-chairman and Chief Executive Officer;
(5) Dr He William (also known as Lu Pingguo) (Dr He), executive director;
(6) Mr Guo Guoqing (Mr Guo), independent non-executive director;
(7) Mr Kwok Hok Lun (Mr Kwok), independent non-executive director;
(8) Mr Lam Siu Hung (Mr Lam), independent non-executive director;
(9) Dr Liu Zhonghua (Dr Liu), independent non-executive director.

AND FURTHER STATES:

In the Exchange’s opinion, by reason of Dr Chiu’s and Mr Jiao’s persistent and/or wilful failure to discharge their responsibilities under the Listing Rules, the retention of office by Dr Chiu and Mr Jiao is prejudicial to the interests of investors.

The Exchange found that the Company has failed to comply with various disclosure and approval requirements in connection with a loan arrangement, under which over RMB137 million was advanced to a connected entity owned by Dr Chiu and Mr Jiao. Amongst other things, the Exchange also made findings of inaccuracy and delay in relation to the Company’s financial results.

Dr Chiu and Mr Jiao were found to have failed to discharge their director’s duties and undertakings in failing to act honestly and in good faith in the interests of the Company as a whole, act for proper purpose, avoid actual and potential conflicts of interest and duty, disclose fully and fairly their interests in the loan agreement and apply such degree of skill, care and diligence as may reasonably be expected to comply with the Rules to the best of their ability and to use their best endeavours to procure the Company’s compliance with the Rules.

All the above directors have failed to discharge their director’s duties and undertakings to comply with the Rules to the best of their ability and to use their best endeavours to address the Company’s auditors’ concerns and/or avoid the disclaimers and to ensure the Company had adequate and effective internal controls to procure the Company’s compliance with the Rules.

Ends