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) Prosper One International Holdings Company Limited;
(2) Mr Meng Guang Yin, Chairman, Chief Executive Officer, executive director and controlling shareholder;
(3) Mr Liu Guo Qing, executive director;
(4) Mr Liu Jia Qiang, executive director;
(5) Mr Liao Pin Tsung Benson, former executive director;
(6) Mr Tian Zhi Yuan, independent non-executive director;
CRITICISES:
(7) Mr Lee Chun Keung, independent non-executive director;
(8) Mr Wang Lu Ping, independent non-executive director;
(9) Mr Hu Jin Rui, former independent non-executive director; and
(10) Mr Chan Yee Ping Michael, former independent non-executive director.
AND FURTHER DIRECTS the Company to review its internal controls, and each of the above directors to attend training.
The Company underwent a change in control in 2017. The board of directors was replaced, and a new business segment was introduced. Despite the changes, the internal controls were neither reviewed nor updated.
In the following three financial years, the Company failed to comply with the Listing Rule requirements governing notifiable and connected transactions in respect of transactions worth over $800 million, the majority of which were in the new business segment. In July 2019, the Company belatedly announced many of these transactions, and admitted its failure to comply with the relevant Listing Rule requirements. However, further transactions involving similar breaches occurred thereafter.
The board, including both executive directors and independent non-executive directors, were responsible for failures to ensure that the Company maintained adequate and effective internal controls which were appropriate for the new business. The directors also failed to take steps to procure the Company’s compliance with the Listing Rules.
One of the directors considered that his role was to act as the Company’s representative or liaison officer and that, accordingly, he was not involved in the Company’s operations or regularly provided with management or financial information. He was found to have failed to take an active interest in the Company.
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Directors must take steps to ensure that the company’s internal control system is kept up-to-date and effective. An annual review is a minimum. Significant changes in the company, including the commencement of new business, should prompt an immediate review. The audit committee has a particular role to play, but all directors have a responsibility in this regard.
Appointment as a director of any nature involves the acceptance of legal and regulatory obligations. A director should not treat his/her appointment as honorary or “in name only”. All directors must be aware of the need to discharge their duties, and the principle of collective and individual responsibility. Directors who consider their role to be primarily for relationship or representative matters should understand this does not limit the duties to which they are subject at law and under the Listing Rules.
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Ends