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) Beijing Media Corporation Limited (Stock code: 1000)
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(2) Mr Li Xiao Bing, former executive director;
(3) Mr Liu Hong, former non-executive director;
(4) Mr Chow Bing Chuen, former independent non-executive director;
CENSURES:
(5) Mr Ji Chuan Pai, former executive director and Chairman;
(6) Ms Li Xin, former executive director;
(7) Mr Peng Liang, former executive director;
(8) Mr Zhang Yan Ping, former executive director;
CRITICISES:
(9) Mr Shang Da, executive director;
(10) Mr Chen Ji, former independent non-executive director;
(11) Mr Cui En Qing, independent non-executive director;
(12) Mr Wu Chang Qi, former independent non-executive director;
(13) Mr Wu Bin, former executive director;
(14) Ms Yang Wen Jian, former executive director;
(15) Ms He Xiao Na, former executive director;
(16) Ms Zang Fu Rong, former non-executive director;
(17) Mr Xu Xun, former non-executive director;
(18) Mr Wu Tak Lung, former independent non-executive director;
(19) Mr Zhang Zhi Bing, former supervisor;
(20) Mr Zhang Chuan Shui, former supervisor;
(21) Mr Zhao Meng, former supervisor;
(22) Ms Yan Meng Meng, former supervisor; and
(23) Ms Zhang Bo, former supervisor.
The statement made in respect of Mr Li, Mr Liu and Mr Chow above is made in addition to a public censure against them. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Mr Li, Mr Liu and Mr Chow remained on the board of directors of the Company, their retention of office would have been prejudicial to the interests of investors.
AND FURTHER DIRECTS:
each of the above directors (except Mr Li, Mr Liu and Mr Chow) to attend training.
The Company through its subsidiaries provided loans of over RMB550 million to its controlling shareholder and associate, but did not comply with the announcement, circular, shareholders’ approval, written agreement and reporting requirements. The Company’s Listing Rule breaches were, in part, caused by its internal control deficiencies, particularly at the subsidiary level.
Mr Ji, Mr Li, Ms Li, Mr Peng and Mr Zhang were involved in granting and/or aware of some of the loans. However, they failed to procure the Company’s compliance with the Listing Rules. They, as well as the other directors and supervisors, also failed to ensure the Company maintained adequate and effective internal controls.
Mr Li, Mr Liu and Mr Chow breached their Undertakings to cooperate with the Exchange’s investigation.
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The disclosure and shareholder approval requirements of the Listing Rules must be followed to ensure the investing public is protected, particularly if the relevant transactions are major and/or connected.
Listed issuers must ensure that adequate and effective internal controls exist at the subsidiary level, and that those controls are understood, followed and regularly reviewed. Any internal control deficiencies should be promptly identified and addressed.
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Ends