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Exchange’s Disciplinary Action against Samson Holding Ltd. (Stock Code: 531) and Ms Liu Yi-Mei, Executive Director and Deputy Chairman

Regulatory
10 Jan 2022

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

CRITICISES:

  1. Samson Holding Ltd. (Stock Code: 531); and
  2. Ms Liu Yi-Mei, Executive Director and Deputy Chairman of the Company.

AND DIRECTS:

The Company to conduct an internal control review.

                  

 

The Company failed to comply with the announcement, circular and shareholders’ approval requirements when entering into a US$150 million investment in July 2018 which amounted to a major transaction, and as a result received a guidance letter from the Exchange emphasising the importance of Rule compliance. The Company disposed of the investment in December 2019 – which was another major transaction – but again failed to comply with the same Listing Rule requirements.  

Ms Liu was responsible for both the investment and the disposal. Although she had been alerted to the Rule compliance issues relating to the investment, she failed to escalate the disposal to the Board for its information and consideration of Rule compliance, circulate the guidance letter to the Board, or to seek professional advice on the Rule implications of the disposal.

The Exchange notes that the Company and Ms Liu have contributed to an expedited resolution of the matter by agreeing to settle the disciplinary proceedings.

Key Messages:

Repeated breaches of the Listing Rules are a hallmark of a poor compliance environment, and bring an increased likelihood of disciplinary action and public sanction. Receipt of a regulatory letter from the Exchange should result in a proactive and meaningful response by the Board, including any necessary remedial action. 

Shareholders are entitled to information about, and if applicable vote on, material transactions carried out by a listed issuer. To safeguard the interest of the investing public, it is of paramount importance that listed issuers comply with the procedural requirements in the Listing Rules.

 
A copy of the Statement of Disciplinary Action is available on the HKEX website.
 

 

Ends

Updated 10 Jan 2022