Exchange’s Disciplinary Action against All Nation International Group Limited (Delisted, Previous Stock Code: 8170), Six Former Directors and Chief Operating Officer

Regulatory

04 Nov 2025

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) All Nation International Group Limited (formerly known as China All Nation International Holdings Group Limited) (Delisted, Previous Stock Code: 8170);

IMPOSES:
A DIRECTOR UNSUITABILITY STATEMENT¹ and CENSURE against:
(2) Mr Lin Ye, former chairman and executive director;
(3) Mr Au Siu Chung, former executive director;
(4) Ms Xiao Yi Liao Ge, former executive director;
(5) Mr Yu Hua Chang, former independent non-executive director;

A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT² and CENSURE against:
(6) Ms Guo Liying, former independent non-executive director;

CENSURES:
(7) Ms Kwong Ka Ki, former independent non-executive director; and
(8) Mr Luo Jia Shun, chief operating officer at the time of the Company’s delisting.

AND FURTHER DIRECTS Mr Luo to attend training.

This disciplinary action marks the first case in which the Exchange has disciplined senior management of a listed issuer for causing contravention of the Listing Rules, since the relevant Rule changes in 2021.

The Exchange’s investigation uncovered that between July and October 2022, Mr Lin, then chairman, executive director and substantial shareholder of the Company, procured the Company’s two subsidiaries in the PRC to enter into a purported tenancy agreement and a purported purchase agreement, and to make payments thereunder. These transactions were found to be fictitious, lacking in commercial substance, and/or a fraudulent scheme to disguise the misappropriation of a substantial portion of the Group’s funds.

At the time, the Group’s PRC operations were operated by these two subsidiaries and accounted for more than 97% of the Group’s total revenue. Nevertheless, Mr Lin was the only director of the Company who oversaw the Group’s PRC operations.

As members of the Company’s board, Mr Au, Ms Xiao, Mr Yu, Ms Guo and Ms Kwong failed to take an active interest in the Group’s PRC operations. They allowed the Company to have no or ineffective internal controls on the Group’s PRC operations, including contract approvals and payment authorisation. They allowed Mr Lin to dominate the business and performed no or inadequate oversight. They also failed to identify or take proper follow-up action on multiple red flags arising from the tenancy agreement and/or the purchase agreement.

As senior management of the Company, Mr Luo was responsible for overseeing the Group’s sub-leasing business and providing board members with adequate information to enable them to make informed decisions. In the course of his duties, he discovered that the purported landlord named on the agreement was not the owner of the relevant premises. However, he omitted to report such concerns to the board in a timely manner. As a result, the board was not properly apprised of the matter, and approved an announcement which contained an inaccurate statement about the premises.

The Exchange found, among others:

Mr Lin had breached the GEM Listing Rules for abusing his position as the Company’s director.
Mr Au, Ms Xiao, Mr Yu, Ms Guo and Ms Kwong had breached the GEM Listing Rules for failing to discharge or disregarding their director’s duties and responsibilities. As far as Mr Au is concerned, upon being made aware of the original purchase agreement which did not provide for any prepayment obligations, he procured the Group to enter into a revised purchase agreement to try to justify the problematic prepayments.
Mr Luo, being the responsible senior management, had caused the Company’s contravention of the GEM Listing Rules in respect of its inaccurate announcement.

Mr Lin, Ms Xiao and Mr Yu failed to cooperate with the Exchange’s investigation. On the other hand, Mr Au and Ms Kwong cooperated with the Exchange by not contesting their respective breaches and agreeing to accept the sanctions imposed.

Key messages:

Whilst delegation of their duties is permissible, directors retain a core non-delegable duty to take an active interest in an issuer’s affairs and exercise reasonable skill, care and diligence in the performance of their duties as directors. This requires directors to, among others, supervise the discharge of the delegated functions, by (i) continuing to acquire and maintain sufficient knowledge of the delegated matters and follow up on anything untoward that comes to their attention, and (ii) ensuring the issuer to have in place adequate and effective risk management and internal controls.

Senior management plays an important role in the issuer’s compliance with the Listing Rules and corporate governance. The Exchange may sanction senior management found to have caused by action or omission or knowingly participated in a contravention of the Listing Rules or a requirement imposed by the Listing Division or the Listing Committee.

The Statement of Disciplinary Action is available on the HKEX website.

Notes:

The Director Unsuitability Statement is a statement that, in the Exchange’s opinion, Mr Lin, Mr Au, Ms Xiao and Mr Yu 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, the occupying of the position of director or senior management of the Company or any of its subsidiaries by Ms Guo may cause prejudice to the interests of investors.

Ends

Updated 04 Nov 2025