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. Datang Group Holdings Limited (Delisted, Previous Stock Code: 2117);
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT1 and CENSURE against:
2. Mr Wu Di, executive director and chairman of the Company at the time of the Company’s delisting; and
3. Mr Liu Weiping, senior management and vice president of the Company at the time of the Company’s delisting.
The Company was found to have conducted, via its subsidiaries (Group), a land compensation transaction of RMB1.76 billion with the PRC government, and provided financial assistance in the total sum of RMB1.03 billion to its controlling shareholder and her related entities (CS Group) in 2022, without complying with the major transaction and connected transaction requirements under Chapters 14 and 14A the Listing Rules, respectively.
This was attributed to Mr Wu’s failure to fulfil his fiduciary duties and duties of skill, care and diligence, and use his best endeavours to procure the Company’s compliance with the Rules. In particular, he allowed the Group to execute the relevant transactions without complying with the Rules and the Group’s internal controls and procedures, and without informing the Board of the Company.
Under Mr Wu’s purported authority, Mr Liu procured the Group to provide financial assistance to CS Group without (i) going through the Group’s office automation approval system and reporting mechanisms, and (ii) complying with the Rules. Given this, Mr Liu had caused by action or omission or knowingly participated in the Company’s provision of financial assistance to CS Group in contravention of the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Rules.
Mr Wu and Mr Liu asserted that the financial assistance was provided against the background that the Group had received financial support from CS Group from time to time. They also claimed to be ignorant of the applicable Rule requirements.
The Company, Mr Wu and Mr Liu did not contest their respective breaches of and/or liability under the Rules and accepted the sanctions imposed on them.
Key messages:
Every director must understand and, at all times, be aware of their duties and responsibilities as a director of an issuer under the Listing Rules and applicable laws. In particular, where a transaction or arrangement relating to a connected person is contemplated, each director must ensure full compliance with Chapter 14A of the Rules.
Commercial reason or ignorance of the Rules is no defence to breaches of the Rules.
Senior management plays an important role in the issuer’s compliance with the Rules and corporate governance. The Exchange may sanction any senior management member found to have caused by action or omission or knowingly participated in a contravention of the Rules.
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Note:
- 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 each of Mr Wu and Mr Liu may cause prejudice to the interests of investors.
Ends