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:
- China Haisheng Juice Holdings Co., Ltd. (Delisted, previous stock code: 359);
- Mr Gao Liang, executive director and chairman;
- Mr Wang Yasen, former executive director;
- Mr Qu Binglian, former executive director;
- Mr Zhao Boxiang, independent non-executive director; and
- Mr Liu Zhongli, independent non-executive director;
AND FURTHER DIRECTS:
each of the above directors to attend training.
On 13 October 2021, the Company announced that its subsidiary had entered into an agreement to dispose of its interest in a company. The Company noted that the disposal would be a major transaction and was therefore subject to requirements under the Listing Rules, including an obligation to obtain shareholders’ approval as a condition precedent to completion.
Nevertheless, just one week later on 20 October 2021, the Company completed the disposal without complying with the Listing Rules.
On 3 November 2021, the Company made a further announcement regarding the steps to be taken to obtain the requisite shareholders’ approval. This announcement was misleading. It did not tell investors that the disposal had already been completed.
On 6 December 2021, the Company announced that the completion had already taken place but that it intended to take remedial steps and seek shareholders’ ratification. This announcement was also misleading. The Company admitted during the Exchange’s investigation that it was at the time experiencing serious financial problems and that it would unlikely be able to take the steps it described.
The directors were involved in the disposal but failed to take action to ensure that the Company complied with the requirements under the Listing Rules. They also failed to use their best endeavours to ensure the accuracy and completeness of the information in the announcements published in November and/or December 2021.
Key messages:
The requirements of the Listing Rules in relation to major transactions must be met: it is no excuse to attribute non-compliance to the company’s financial position.
Directors must ensure that listed issuers provide accurate and complete information in a timely manner. Material facts of an unfavourable nature, such as financial difficulty or an incident of Listing Rule non-compliance, must not be omitted.
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