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
IMPOSES A DIRECTOR UNSUITABILITY STATEMENT against:
(1) Mr Cui Haitao, former independent non-executive director of China Clean Energy Technology Group Limited (Stock Code: 2379);
(2) Mr Liu Jin Lu, former independent non-executive director;
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(3) Mr Chen Jun, former executive director, Chairman and CEO;
CENSURES:
(4) Ms Su Haiqing, former executive director; and
(5) Ms Chan Chak Kwan, former independent non-executive director.
The statements made in respect of Mr Cui, Mr Liu and Mr Chen above are made in addition to a public censure against each of them. The Director Unsuitability Statement is a public statement that, in the Exchange’s opinion, each of Mr Cui and Mr Liu are unsuitable to occupy a position as director or within senior management of the Company or any of its subsidiaries. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Mr Chen remained on the board of directors of the Company, the retention of office by him would have been prejudicial to the interests of investors.
AND FURTHER DIRECTS:
Ms Su and Ms Chan to attend training.
In July 2021, receivers and managers of over 50 per cent of the shares of the Company sought to replace most of the then board of directors of the Company, including Mr Cui, Mr Liu, Mr Chen and Ms Chan.
The Company’s board of directors sought to resist the receivers’ attempts and refused to convene an EGM. As a result, in November 2021, the receivers issued a circular and served a notice on the Company’s shareholders to convene the EGM. The EGM was then held and it was resolved, amongst other things, to remove Mr Cui, Mr Liu, Mr Chen and Ms Chan from the board. However, the Company (controlled by Mr Chen and the directors sitting on the board at the time) refused to accept the EGM poll results.
In June 2022, the Grand Court of the Cayman Islands ordered, amongst other things, that the EGM was validly convened in accordance with the Company’s memorandum and articles of association and the laws of the Cayman Islands.
Despite the Exchange’s repeated requests, the Company did not announce the requisition, publish the circular, or provide the Exchange with certain requested information.
Mr Chen was primarily responsible for the Company’s failures in this matter. The other directors deferred to Mr Chen and were not proactive despite the evident Rule breaches.
Mr Cui and Mr Liu failed to co-operate in the Exchange’s investigation.
The Exchange notes that Mr Chen, Ms Su and Ms Chan have contributed to an expedited resolution of the matter by agreeing to settle the intended disciplinary proceedings against them.
Key messages:
Directors of listed companies should not place their own interests ahead of those of the company and its shareholders.
Directors must be proactive and follow up if they become aware of possible Rule breaches.
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