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Exchange’s Disciplinary Action against China Yu Tian Holdings Limited (Delisted, Previous Stock Code: 8230) and seven directors

Regulatory
30 Mar 2021

香港联合交易所有限公司
(香港交易及结算所有限公司全资附属公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

 

The GEM Listing Committee of The Stock Exchange of Hong Kong Limited

CENSURES:

(1) China Yu Tian Holdings Limited;
(2) Ms Wang Xue Mei, executive director;
(3) Mr Wang Jin Dong, executive director;
(4) Mr Cheng Bo, independent non-executive director;
(5) Mr Wang Zhong Hua, independent non-executive director;
(6) Mr Tang Xi Guang, former executive director;
(7) Mr Zhao Hai Bo, former executive director; and
(8) Mr Huang Zhi Wei, former independent non-executive director,

AND FURTHER STATES that in the Exchange’s opinion, by reason of:

(a) Ms Wang Xue Mei, Mr Wang Jin Dong, Mr Cheng and Mr Wang Zhong Hua’s wilful and/or persistent failure to discharge their responsibilities under the GEM Listing Rules, had the Company remained listed, their retention of office would have been prejudicial to the interests of investors; and

(b) Mr Tang and Mr Zhao’s wilful and/or persistent failure to discharge their responsibilities under the GEM Listing Rules, had they remained on the board of directors of the Company, their retention of office would have been prejudicial to the interests of investors.

The Company and its subsidiary granted interest and collateral-free loans of up to US$3,000,000 and RMB7,500,000 respectively to parties connected to two of the executive directors, Ms Wang Xue Mei and Mr Wang Jin Dong. The loans were neither announced nor approved by the shareholders. The Company submitted that the loans had been repaid and provided documentation in support of that submission, but when enquiries were made as to whether the documentation was fabricated, there was no response.

Despite their conflict of interest, Ms Wang Xue Mei and Mr Wang Jin Dong took an active role in relation to the loans. The other directors approved the loans without proper consideration of the loans, the conflict of interest, or Rule compliance.

Key messages:

Directors must assess potential conflicts of interests, and procure the issuer’s compliance with the GEM Listing Rules.

In respect of connected transactions, the directors must procure the Company’s compliance with the relevant announcement and approval requirements.  A failure to do so deprives investors and shareholders of their rights. 

 

A copy of the Statement of Disciplinary Action is available on the HKEX website.

 

 

Ends

Updated 30 Mar 2021