Exchange’s Disciplinary Action against New Focus Auto Tech Holdings Limited (Stock Code: 360) and Seven Directors

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

CRITICISES:
1. New Focus Auto Tech Holdings Limited (Stock Code: 360) (Company);

IMPOSES A DIRECTOR UNSUITABILITY STATEMENT and CENSURE against:
2. Mr Zhang Xiaoya, former independent non-executive director; and
3. Ms Shi Jing, former independent non-executive director,

CENSURES:
4. Mr Tong Fei, current executive director and chairman;
5. Mr Wang Zhenyu, former non-executive director;
6. Mr Zhang Jianxing, former non-executive director and acting chairman;
7. Mr Lin Lei, former independent non-executive director; and
8. Mr Hu Yuming, former independent non-executive director,

AND FURTHER DIRECTS:

Mr Tong Fei, Mr Wang Zhenyu, Mr Zhang Jianxing, Mr Lin Lei and Mr Hu Yuming to attend training.

The Director Unsuitability Statement is a statement that, in the Exchange’s opinion, Mr Zhang Xiaoya and Ms Shi Jing are unsuitable to occupy a position as director or within senior management of the Company or any of its subsidiaries.

Mr Zhang Xiaoya and Ms Shi Jing failed to cooperate in the Exchange’s investigation into breaches of the Listing Rules relating to certain transactions of the Company and its subsidiaries (Group).

Based on evidence available to the Exchange:

• Between September 2018 and June 2019, Mr Du Jinglei, a former director of the Company, caused the Group to grant loans and enter into equity transactions involving about RMB176 million in total without the approval or knowledge of the Company’s board of directors. One of these transactions constituted a discloseable transaction under Chapter 14 of the Listing Rules. The Company did not disclose the same until October 2022.
• In December 2022 and January 2023, Mr Tong Fei caused a subsidiary to grant two loans of about RMB477 million in total to a borrower. These loans constituted advances to an entity and major transactions under Chapters 13 and 14 of the Listing Rules. Mr Tong did not procure the Company to comply with the relevant disclosure and shareholder approval requirements in a timely manner.
• In September 2024, Mr Tong caused a subsidiary to establish a new company in the PRC with himself and an independent third party. It constituted a discloseable and connected transaction under Chapters 14 and 14A of the Listing Rules. Mr Tong did not report the matter to and seek approval from the board in a timely manner. He mistakenly believed that such reporting and approval were not required as funding was not needed at the time of the establishment of the company.  
• The Company’s internal controls were materially deficient at the time of the above transactions.

The Exchange found that the Company had breached the Listing Rules. In addition, the above directors (except for Ms Shi) had breached the Listing Rules by failing to ensure that the Company had adequate and effective internal controls in place at the material time and to use their best endeavours to procure the Company’s compliance with the Listing Rules.

The Company and the above directors (except for Mr Zhang Xiaoya and Ms Shi) agreed to settle this disciplinary action. They did not contest their respective breaches and accepted the sanctions and directions imposed on them by the Listing Committee.

Ends