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:
- Enterprise Development Holdings Limited (Stock Code: 1808);
- Mr Yu Hui, executive director and chief executive officer;
- Ms Li Zhuoyang, executive director;
- Mr Liu Yang, former executive director;
- Mr Cai Jinliang, independent non-executive director;
- Mr Chin Hon Siang, independent non-executive director;
- Mr Chen Kwok Wang, independent non-executive director; and
- Mr Luo Jiaqi, sole director of Enterprise Development (Hong Kong) Holdings Limited (EDHK), indirect wholly-owned subsidiary of the Company.
AND FURTHER DIRECTS each of the above directors and Mr Luo to attend training.
The Company was found to have repeatedly breached the announcement, circular and/or shareholders’ approval requirements under the Listing Rules in respect of EDHK’s securities dealings between June 2023 and October 2025. This was attributed to:
- the failure of the Company’s directors to properly monitor or supervise the securities investment business of EDHK and procure the Company to have in place adequate and effective controls and procedures to ensure that EDHK’s securities dealings were conducted in full compliance with Listing Rules; and
- the failure of Mr Luo, EDHK’s sole director, to report the securities dealings to the Board of the Company in a timely manner, and/or adopt a systematic approach to keep track of all securities dealings.
The securities dealings in question constituted one very substantial disposal, five major transactions and 32 discloseable transactions.
At the material time, EDHK’s securities investment business was material to the Company. The Company’s directors and Mr Luo were aware of the possible Listing Rule requirements applicable to the securities dealings. However, they failed to take adequate action to ensure compliance with the Listing Rules.
The Company has since implemented various remedial measures to address its Rule breaches and to prevent occurrence of similar breaches.
The Company, the Directors and Mr Luo admitted their respective breaches of and/or liabilities under the Listing Rules at an early stage of the Exchange’s investigation and accepted the sanctions and/or directions imposed on them.
Key messages:
Acquisition or disposal of securities and financial assets are subject to Chapter 14 of the Listing Rules with very limited exceptions.
Compliance with Listing Rule obligations in a timely manner is an important element of issuers’ regulatory responsibilities. Issuers must promptly comply with the disclosure and other requirements under the Listing Rules to ensure the market is fully informed.
Directors of issuers engaging in, or contemplating to engage in, securities trading as a business must ensure that the issuers possess the necessary infrastructure and controls, which entail, among others, controls and procedures for:
- robust oversight by directors;
- Listing Rule compliance;
- the keeping of up-to-date and complete records; and
- ongoing training to directors and relevant personnel responsible for transactions which may be subject to the Listing Rules.
The Exchange will continue to take disciplinary action where necessary to enforce compliance with these requirements and duties. Such disciplinary action may cover not only the issuer concerned and its directors, but also senior management member or director of the issuer’s subsidiary found to have caused by action or omission or knowingly participated in a contravention of the Listing Rules.
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