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
IMPOSES:
A DIRECTOR UNSUITABILITY STATEMENT1 and CENSURE against:
1.Mr Zhu Hongge, former chairman, chief executive officer and executive director of Jiayuan Services Holdings Limited (Stock Code: 1153); and
A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT2 and CENSURE against:
2. Mr Bao Guojun, former executive director; and
3. Mr Pang Bo, former executive director.
In the prolonged period from January 2021 to December 2022, the Company, as directed by its then controlling shareholder, effected 398 unauthorised fund transfers in a total sum of nearly RMB2 billion to various entities controlled by the controlling shareholder.3 These unauthorised fund transfers were made without reporting to or obtaining approval from any of the Company’s directors. The Company could not recover an approximate sum of RMB644 million transferred out at the controlling shareholder’s direction and subsequently wrote off the same, causing a significant financial loss to the Company.
The Exchange found that the above three former directors failed to discharge their directors’ duties under the Listing Rules as follows:
- Mr Zhu was repeatedly put on notice of the fund transfers but he failed to address the matter. The Company’s finance resource centre proposed to inflate the Group’s bank balances and forge bank statements and bank chops, and Mr Zhu signed the form approving the proposal. Such approval of Mr Zhu, albeit his claim that he did not knowingly conceal the fund transfers, amounted to a serious breach of his director's duty regardless.
- Mr Bao and Mr Pang neglected their directors’ duty to monitor the Company’s financial affairs, including its bank balances, thereby failing to enable themselves to identify the unauthorised fund transfers, notwithstanding the prolonged time span and substantial amounts involved.
- All of the three directors also failed to exercise reasonable skill, care and diligence. They overly relied on the Company’s finance team to handle its financial affairs without proper supervision, and failed to ensure the effectiveness of the Company’s internal control system, which was essentially overridden by its controlling shareholder.
Key messages:
Directors must act in the interests of an issuer and its shareholders as whole, as opposed to its controlling shareholders.
To safeguard the issuer’s interests, directors must exercise reasonable skill, care and diligence to properly monitor the issuer’s affairs, and to ensure that the issuer establishes and maintains appropriate and effective risk management and internal control systems.
Whilst delegation is permissible, directors must supervise the discharge of the delegated functions. They must acquire and maintain sufficient knowledge of the delegated matters and follow up on anything untoward that comes to their attention.
The Exchange is committed to holding directors accountable for their failure to discharge these important directors’ duties. Such failure calls into question whether the individual concerned is suitable to be a director of the issuer.
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Notes:
- The Director Unsuitability Statement is a statement that, in the Exchange’s opinion, Mr Zhu is unsuitable to occupy a position as director or within senior management of the Company or any of its subsidiaries.
- 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 Mr Bao and Mr Pang may cause prejudice to the interests of investors.
- On 22 January 2026, the Exchange imposed a Director Unsuitability Statement and censured against Mr Shum Tin Ching (being the Company’s then controlling shareholder and its then listed parent company’s non-executive director) for his failure to cooperate in its investigation. The Statement of Disciplinary Action is available on the HKEX website.
Ends