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:
- Bonny International Holding Limited (Stock Code: 1906);
- Mr Jin Guojun, executive director and Chairman; and
- Mr Zhao Hui, executive director.
AND DIRECTS:
Mr Jin and Mr Zhao to undergo training on regulatory and legal topics.
Significant prepayments made by the Company to a connected party pursuant to various procurement agreements amounted, in substance, to the provision of financial assistance to the connected party, and advances to an entity. This triggered various Listing Rule requirements, including the need for disclosure and independent shareholder approval, with which the Company failed to comply. The Company also failed to consult its compliance adviser prior to entering into the procurement agreements.
Mr Jin and Mr Zhao were responsible for the prepayments. The Exchange found that they breached their duties by failing to adequately safeguard the Company’s assets with respect to the prepayments and ensure the Company’s Rule compliance.
The Company, Mr Jin and Mr Zhao reached a settlement with the Listing Division in respect of their Listing Rule breaches.
Key Messages:
It is essential to consider the effect and substance of transactions, rather than just their form, to ensure Listing Rule compliance.
Directors owe fiduciary duties to the company and are expected to safeguard the assets of the company. Directors must be familiar with the provisions of the Listing Rules as they are ultimately responsible for Listing Rule compliance. They should seek professional advice and/or further clarification if required.
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