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Exchange’s Disciplinary Action against CR Construction Group Holdings Limited (Stock Code: 1582), Six Directors and Zhejiang State-owned Capital Operation Company Limited

Regulatory
25 May 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

CENSURES:
(1) CR Construction Group Holdings Limited (Stock Code: 1582);
(2) Mr Guan Manyu, executive director and Chairman;
(3) Mr Li Kar Yin, executive director and Chief Executive Officer;
(4) Ms Chu Ping, executive director;
(5) Mr Law Ming Kin, executive director;
(6) Mr Chan Tak Yiu, executive director;
(7) Mr Yang Haojiang, non-executive director;

AND FURTHER CENSURES:
(8) Zhejiang State-owned Capital Operation Company Limited, a controlling shareholder of the Company (ZSC).

AND DIRECTS:
the above directors to attend training.

 

The Company’s listing prospectus published in September 2019 disclosed that, following the Company’s listing, ZSC would be a controlling shareholder of the Company, and was accordingly subject to the relevant restrictions against the disposal of its interest in the Company’s shares.

It later transpired that during the listing application process, ZSC was taking steps to carry out a reorganization which would result in a reduction in ZSC’s effective interest in the Company.  Although the above directors were aware of the reorganization, in breach of their Listing Rule obligations, they did not procure the Company to disclose the reorganization in the listing prospectus, which was therefore inaccurate, incomplete and misleading.

Shortly after the Company’s listing, ZSC carried out a series of transactions to implement the reorganization, and therefore breached its undertaking given to the Exchange and the Listing Rules. 

Key Messages:

Prospective investors of listed issuers have a legitimate entitlement to accurate and complete information. Directors must use their best endeavours to ensure the information contained in listing documents are accurate and complete in all material respects.

Controlling shareholders must comply in full with the disposal restrictions in the Listing Rules.

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

 

Ends

Updated 19 Dec 2022