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:
Mr Wong Wai Chiu (Mr Wong), former company secretary of Venus Medtech (Hangzhou) Inc. (Stock Code: 2500) (Company);
AND FURTHER DIRECTS Mr Wong to attend training.
Mr Wong did not act in accordance with the expected role and responsibilities of a company secretary and, for this reason, was found liable under Rule 2A.10B(3) for the Company’s breaches of the Listing Rules arising from the provision of unauthorised financial assistance to two directors, as separately admitted in the Company’s announcements published in 2023 and 2024.
In these announcements, the Company disclosed that financial assistance of approximately RMB2.477 billion had been provided to two executive directors without authority between January 2020 and June 2023 and admitted (among other things) non‑compliance with the reporting, announcement, circular and independent shareholders’ approval requirements under Chapters 13, 14 and 14A of the Listing Rules.
The Exchange found that:
- Mr Wong was appointed as joint company secretary on 18 January 2021 and was responsible, among other things, for reviewing the Company’s interim and annual results and reports and providing advice on their contents.
- During the Company’s preparation of its financial statements for the financial years 2021 and 2022, Mr Wong received drafts of such financial statements which contained references to some of the unauthorised financial assistance. However, he did not personally review these drafts.
- After publication of the FY2021 and FY2022 annual results and reports, the two directors obtained additional financial assistance without authority and compliance with the Listing Rules as mentioned in the Company’s announcements.
- Had Mr Wong properly discharged his responsibilities, he should have personally reviewed the draft financial results. He could then have identified and raised possible Listing Rule implications with the board, and provided professional advice to enable the Company to (i) take timely remedial action (including disclosure), (ii) prevent further unauthorised financial assistance and (iii) ensure that further financial assistance would comply with the relevant Listing Rule requirements.
- Instead, Mr Wong, an associate director of a corporate service provider, had delegated his company secretarial functions to a service team from that provider and additionally relied on other professional advisers to alert him to irregularities.
- However, after the delegation, Mr Wong failed to actively supervise the delegated work or maintain sufficient knowledge of the matters to discharge his own responsibilities.
- The involvement of other professional parties did not relieve Mr Wong of his professional obligations as joint company secretary.
Mr Wong did not contest the finding of breach under the Listing Rules and agreed to accept the sanctions and directions imposed.
Key messages:
Company secretaries play a crucial role that goes well beyond administrative functions: they support the issuer’s board by ensuring good information flow within the board and that board policies and procedures are followed, and they are also responsible for advising the board on governance matters.
The appointment as company secretary is personal to the named company secretary. It therefore requires the named company secretary to provide direct and adequate attention to the listed issuer he/she serves and to use his/her personal judgment and regulatory knowledge when discharging his/her responsibilities.
Company secretaries therefore cannot simply delegate all functions assigned to them or rely on the assistance of other professional advisers without exercising adequate supervision and maintaining an active involvement in the delegated matters.
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