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:
(1) Coolpad Group Limited;
(2) Mr Jia Yue Ting, former executive director and Chairman;
(3) Mr Jiang Chao, former executive director and Chief Financial Officer;
(4) Mr Li Bin, former executive director;
(5) Mr Zhang Wei, former executive director;
(6) Mr Liu Hong, former executive director; and
(7) Mr Liu Jiang Feng, former executive director and Chief Executive Officer;
AND STATES that, in the Exchange’s opinion, had Mr Jia or Mr Jiang remained on the board of directors of the Company, their retention of office would have been prejudicial to the interests of investors.
AND DIRECTS:
All the above former directors (except Mr Jia and Mr Jiang) to undergo training on Listing Rule compliance and director’s duties.
During the period from July 2016 to March 2017, the Company entered into three groups of transactions involving advances and/or financial assistance totalling more than RMB1.3 billion. These sums were for the benefit of a group of companies in which Mr Jia was the controlling shareholder or entities beneficially owned by an acquaintance of Mr Jia and Mr Liu Hong. In breach of the Rules, the Company did not announce these transactions at the appropriate time. The Exchange found that Mr Jia and Mr Jiang failed to act honestly and in good faith in the interests of the Company as a whole, or for proper purpose. The other directors above failed either to discharge their directors’ duties in respect of the transactions or to ensure the Company had implemented adequate internal controls.
Following the conclusion of the Exchange’s disciplinary proceedings, the Company announced that the Securities and Futures Commission has filed a petition in the High Court on the basis that, amongst other things, the business and affairs of the Company were conducted in an unfairly prejudicial manner. The Exchange will continue to provide assistance to the Securities and Futures Commission in its action.
Key Messages:
Directors must, in entering into transactions on behalf of companies, act honestly and in good faith in the interests of the company as a whole, and for proper purpose. They also have clear duties and responsibilities to ensure that appropriate and effective internal control systems are established and maintained.
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