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Exchange’s Disciplinary Action against Mingfa Group (International) Company Limited (Stock Code: 846) and Four Former Directors

Regulatory
27 Jun 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) Mingfa Group (International) Company Limited (Stock Code: 846);

IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against: 

(2) Mr Wong Wun Ming, former non-executive director and Chairman; 
(3) Mr Huang Qingzhu, former executive director and Chief Executive Officer;

CENSURES:


(4) Mr Huang Lianchun, former executive director and Chief Operating Officer; and
(5) Mr Huang Li Shui, former executive director.

AND FURTHER DIRECTS:

Mr LC Huang and Mr LS Huang to attend training.

The statement made in respect of Mr Wong and Mr QZ Huang 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 Mr Wong and Mr QZ Huang remained on the board of directors of the Company, the retention of office by them would have been prejudicial to the interests of investors.


 

The Company and the Directors admitted their respective breaches and reached a settlement with the Listing Division in respect of the Listing Rule breaches in this case.

Between 2013 and 2015, Mr Wong caused the Company and its subsidiaries to enter into a number of agreements, involving loans and disposals of assets, which resulted in numerous fund transfers over five years and the late publication of the Company’s financial results. Some of these transactions were discloseable and connected transactions, but Mr Wong did not report them to the board for approval. The Company did not comply with the announcement and/or shareholders’ approval requirements.

Mr QZ Huang, Mr LC Huang and Mr LS Huang were aware of and/or involved in approving some of the agreements / fund transfers. They failed to discharge their directors’ duties in respect of the transactions, to procure the Company’s compliance with the Listing Rules and to ensure adequate and effective internal controls were maintained. 

Key Messages:

Directors must act honestly, for proper purpose and in good faith in the issuer’s interests and must disclose and avoid conflicts of interest. 

Directors must inform the Board of important matters relevant to the affairs of the issuer.  

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

 

Ends

Updated 27 Jun 2022