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) China Huiyuan Juice Group Limited (delisted, previous Stock Code: 1886)
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(2) Mr Zhu Xinli, former executive director and Chairman of the Company;
CENSURES:
(3) Ms Zhu Shengqin, former executive director;
(4) Mr Cui Xianguo, former executive director and Chief Executive Officer;
(5) Mr Leung Man Kit, former independent non-executive director;
CRITICISES:
(6) Mr Song Quanhou, independent non-executive director;
(7) Mr Wang Wei, former independent non-executive director;
(8) Ms Zhao Yali, former independent non-executive director.
The statement made in respect of Mr Zhu above is made in addition to a public censure against him. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Mr Zhu remained on the board of directors of the Company, his retention of office would have been prejudicial to the interests of investors.
AND FURTHER DIRECTS:
each of the above directors (except Mr Zhu) to attend training.
Between August 2017 and March 2018, the Company provided loans totalling over RMB4 billion to persons related to Mr Zhu. The loans were major and connected transactions but the Company did not comply with the reporting, announcement, circular, and shareholders’ approval requirements.
Further connected transactions with the same borrower were entered into between July 2018 and April 2019, including a transfer of approximately RMB1.7 billion approved by Mr Zhu. Mr Zhu and his daughter, Ms Zhu, failed to avoid potential and/or actual conflicts of interest. All of the above directors failed to discharge their duties to ensure the Company had adequate and effective internal controls.
Key Messages:
Directors must address actual and potential conflicts of interest.
Directors are obliged to adequately supervise the performance of delegated functions. They must ensure that the company operates an adequate and effective internal control system. Any deficiencies identified must be addressed promptly.
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