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 Wang Wenping, former executive director and chief financial officer of Fosun Tourism Group (Company) (Delisted, Previous Stock Code: 1992); and
- Mr Qian Jiannong, former non-executive director,
AND FURTHER DIRECTS: each of Mr Wang and Mr Qian to attend 15 hours of training.
Mr Wang and Mr Qian were found to have failed to exercise reasonable skill, care and diligence and safeguard the Company’s interests and assets in relation to an investment management agreement entered into shortly after the Company’s listing. At the material time, Mr Wang was the chief financial officer and an executive director, and Mr Qian was the chairman, chief executive officer and an executive director of the Company.
In December 2018, a few days after the Company’s listing on the Main Board, Mr Wang executed a US$50 million-investment management agreement for a term of two years on behalf of the Company without knowledge and approval of the Company’s board of directors. The agreement prescribed a lock-up effect that the agreement would be automatically renewed upon its expiry and the Company was not allowed to terminate the agreement or withdraw the investment sum, unless the investment manager (AMTD) agreed otherwise. AMTD was also one of the joint bookrunners, joint lead managers and underwriters in the Company’s IPO.
Subsequently, Mr Wang and Mr Qian approved management fee payments of about US$3 million to AMTD under the agreement. Mr Qian did not review the agreement or make proper and independent enquiries before approving.
Eventually, the Company considered that it was uncertain to recover the carrying amount of the financial products purchased under the investment management agreement and wrote off the US$50 million-investments in 2021.
Both Mr Wang and Mr Qian did not contest their respective breaches of the Listing Rules and accepted the sanction and direction imposed on them.
Key messages:
Directors of a listed issuer must, at all times, take sufficient proactive steps to safeguard the issuer’s assets and interests. In relation to the issuer’s proposed investment, this duty would include, among others, understanding the nature, the parties’ rights and obligations, and the issuer’s risk associated with the investment. They are expected to bring the proposed investment to the board of directors for consideration and satisfy themselves that the proposed investment is fair, reasonable and in the interest of the Company and its shareholders as a whole. Where appropriate, seek professional advisers’ advice.
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