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Exchange’s Disciplinary Action against KEYNE LTD (Formerly Known as Nine Express Limited) (Stock Code: 9) and Six Directors

Regulatory
09 May 2023

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) Keyne Ltd (formerly known as Nine Express Limited) (Stock Code: 9);
(2) Ms Qian Ling Ling, chairman and executive director;
(3) Mr Zhang Li, executive director and chief executive officer;
(4) Mr Xiang Junjie, executive director;
(5) Mr Tang Ping Sum, independent non-executive director;
(6) Mr Tsui Pui Hung, Walter, independent non-executive director;
(7) Mr Chiu Sin Nang, Kenny, former independent non-executive director.

AND FURTHER DIRECTS:
The above directors to attend training.


The Company inaccurately described a lending arrangement in an announcement and annual report issued in April and May 2020 respectively. There were material omissions in both the announcement and the annual report, including details of the connected nature of the arrangement, which involved the Company’s controlling shareholder. The Company also failed to comply with the procedural requirements for major and connected transactions. This meant that shareholders were deprived of material information relating to their investment in the Company and the risks arising from the lending arrangement, and their right to vote on the arrangement.

The Company’s internal controls in relation to notifiable and connected transactions were deficient. Internal control reviews conducted by the Company had identified these deficiencies. However, the audit committee did not take adequate steps to address them and bring them to the attention of the board. The audit committee meeting minutes simply stated that the audit committee was satisfied with the internal controls, and did not record any discussion of the deficiencies at all.

Key messages:

Disclosures must be accurate and complete in all material respects. This includes ensuring that there are no material omissions. Leaving out relevant information can result in investors being misled.

Directors, and in particular the audit committee, have responsibility for the internal control environment and must proactively address deficiencies or warning signs which come to their attention.

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

 

 

Ends