Exchange’s Disciplinary Action against KWG Group Holdings Limited (Stock Code: 1813), Six Current Directors and a Former Company Secretary

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) KWG Group Holdings Limited (Stock Code: 1813);

CENSURES:
(2) Mr Kong Jianmin, executive director, chairman and former authorised representative (Chairman Kong);
(3) Mr Kong Jiantao, executive director and chief executive officer;
(4) Mr Kong Jiannan, executive director;
(5) Mr Cai Fengjia, executive director;
(6) Mr Tam Chun Fai, independent non-executive director and chairman of the audit committee;
(7) Mr Law Yiu Wing Patrick, independent non-executive director and member of the audit committee; and
(8) Mr Chan Kin Wai, former company secretary and authorised representative (Mr Chan).

(the directors identified at (2) to (7) above are collectively referred to as the Relevant Directors. The Company, the Relevant Directors and Mr Chan are collectively referred to as the Parties.)

AND FURTHER DIRECTS each of the Relevant Directors and Mr Chan to attend 18 hours of training.

This case concerns the Company’s prolonged delay in despatching an information circular for two major transactions completed in August 2023 and persistent failure to respond to the Exchange’s enquiries within the time limit imposed. In particular:

• The Company was granted time extensions and was required to despatch the circular by December 2023. However, despite the Exchange’s repeated reminders, it despatched the information circular only after Listing Enforcement commenced an investigation into the matters and a 16-month delay in late April 2025.
• It failed to respond to four rounds of written enquiries from the Exchange within the time limit imposed.
• It failed to have in place appropriate and effective internal controls to monitor the Company’s compliance with the Listing Rules in respect of the two major transactions and to ensure correspondence and enquiries from the Exchange would be escalated to the Board in a timely manner.

The Exchange found that:

• The Relevant Directors had failed to discharge their directors’ duties. They relied on Mr Chan to arrange for the preparation and despatch of the circular, without monitoring or following up on the progress. Their reliance on Mr Chan was excessive and unreasonable.
• Chairman Kong and Mr Chan, being the Company’s then authorised representatives, had failed to act as the Company’s principal channel of communication with the Exchange. They did not relay the Exchange’s enquiries to the Board’s attention in a timely manner or at all. They even did not review their emails at all or in a timely manner due to their business commitments or when out of office, without alternative arrangements in place to ensure the Company maintained effective communication with the Exchange.
• Mr Chan had failed to inform the Board about the Exchange’s rejection of the Company’s time extension application for the despatch of the circular, the status of the despatch of the circular and the Exchange’s enquiries. Without consulting or informing the Board, he chose not to allocate the Company’s financial resources and manpower necessary for the preparation and despatch of the circular in compliance with the Listing Rules. He was liable under the Listing Rules for his action and omission which caused the Company’s breaches of the Listing Rules.

All Parties admitted their respective breaches of and/or liabilities under the Listing Rules at an early stage of the Exchange’s intended disciplinary action. They proposed a range of remedial measures, which according to the Company have been or would be promptly implemented.  They accepted the sanctions and directions imposed by the Listing Committee. 

Ends