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:
- Redco Healthy Living Company Limited (Stock Code: 2370);
- Mr Tang Chengyong, executive director; and
- Ms Wong Yin Man, executive director.
AND FURTHER DIRECTS Mr Tang and Ms Wong to attend training.
In 2022, without the knowledge of the Company’s board of directors, Mr Tang and Ms Wong procured subsidiaries of the Company to enter into a number of transactions and, pursuant to these transactions, provide financial assistance of over RMB190 million, mostly in the form of cash payment, to its parent group and various independent third parties. The Company and its subsidiaries also borrowed bridging loans from the Company’s parent group of approximately RMB102.95 million.
Mr Tang and Ms Wong failed to procure the Company to comply with the Listing Rule requirements applicable to the financial assistance, including consultation with its compliance adviser, publication of announcements and circulars, and obtaining (independent) shareholders’ approval. They also failed to take adequate action to secure the repayment of the financial assistance or otherwise safeguard the Company’s interests. For the bridging loans, Mr Tang failed to procure the Company to maintain proper documentation.
The Exchange found that they breached their director’s duties for failure to exercise reasonable skill, care and diligence, and to use their best endeavours to procure the Company’s compliance with the Listing Rules.
The Exchange noted the Company’s confirmation that the Company and its subsidiaries had recovered the financial assistance provided in full and fully repaid the bridging loans.
Key messages:
The Exchange takes cases involving the provision of financial assistance without proper due diligence or risk assessment very seriously. Directors must, at all times, be mindful of their director’s duties and obligations under the Listing Rules, which include the duty to safeguard the issuer’s assets and interests and procure the issuer’s compliance with the Listing Rules.
Comprehensive record-keeping is an indispensable part of good corporate governance.
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