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 Stock Exchange of Hong Kong Limited
CENSURES:
(1) Enterprise Development Holdings Limited (Stock Code:1808); and
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(2) Ms Mao Jun Jie, former executive director of the Company.
The statement made in respect of Ms Mao above is made in additional to a public censure against her. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Ms Mao remained on the board of directors of the Company, the retention of office by her would have been prejudicial to the interests of investors.
On 3 January 2021, the Company announced the appointment of Ms Mao as an executive director, on terms that she was entitled to remuneration of $300,000 per month. The Company cited Ms Mao’s extensive financial experience. However, significant parts of the biographical information in relation to Ms Mao were unsubstantiated and misleading.
Ms Mao had provided the Company with inaccurate, incorrect and/or misleading information about her experience. The Company had not conducted due diligence on the information provided by Ms Mao, and neither her appointment nor her remuneration had been considered by the Nomination Committee and Remuneration Committee.
The Exchange notes that the relevant parties agreed to settle this matter at an early stage.
Key Messages:
Listed issuers must properly consider the appointment of a director in accordance with both the Corporate Governance Code and the terms of reference applicable to its Nomination and Remuneration Committees.
The issuer is expected to conduct due diligence to ensure that proposed directors have the requisite character, experience, integrity and competence. In determining a director’s remuneration, the Remuneration Committee should consider what is fair and reasonable in the circumstances.
Both the Nomination and Remuneration Committees play pivotal roles in the appointment of directors to the board of a listed issuer. Members of these committees need to ensure that their recommendations are made in the best interests of the listed issuer and its shareholders.
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