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. TANSH Global Food Group Co., Ltd (Stock Code: 3666)
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
2. Ms Wang Hui Min, former executive director and Chairlady of the Company;
3. Ms Zhu Xiao Xia, former executive director of the Company.
The statement made in respect of Ms Wang and Ms Zhu above is made in addition to a public censure against each of them. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Ms Wang and Ms Zhu remained on the board of directors of the Company, their retention of office would have been prejudicial to the interests of investors.
Between November 2017 and December 2018, the Company made advances which comprised 44 interest-free and collateral-free fund transfers in the total sum of over RMB386.7 million, and carried out procurement transactions which involved its purchase of pre-packed food in an aggregate amount of RMB4.1 million, with parties related to Ms Wang and/or Ms Zhu.
The transactions constituted notifiable and connected transactions but the Company failed to comply with the Listing Rules, including the announcement and/or independent shareholders’ approval requirements.
Ms Wang and Ms Zhu, who approved some or all of the transactions, failed to discharge their directors’ duties, including acting in the Company’s interests as a whole and avoiding actual and/or potential conflicts of interest. They also failed to ensure that the Company had adequate and effective internal controls.
Key Messages:
Directors must act in the best interests of the company in applying the company’s assets, and address actual and potential conflicts of interest.
Directors are expected to consider the Rule implications of transactions before they are entered into, and to take proactive steps to ensure Rule compliance.
|
Ends