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. Regal Partners Holdings Limited (formerly known as Morris Home Holdings Limited) (Stock Code: 1575);
IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT and CENSURE against:
2. Mr Zou Gebing, former chairman, chief executive officer and executive director;
3. Mr Wu Yueming, former executive director; and
4. Mr Shen Zhidong, former executive director;
AND FURTHER DIRECTS:
the Company to conduct an independent internal control review.
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 each of the above individuals may cause prejudice to the interests of investors.
Each of Mr Zou Gebing, Mr Wu Yueming and Mr Shen Zhidong was a director and/or senior management of a subsidiary of the Company, Fashion Home. In October 2021, Mr Zou and Mr Wu procured Fashion Home to guarantee a sum of approximately RMB20.8 million owed by Mr Zou’s privately-held company to a third party. Despite the clear conflict of interest, Mr Zou and Mr Wu failed to avoid and/or manage the conflict, and did not procure the Company’s compliance with the Listing Rules applicable to the guarantee.
Mr Shen did not have knowledge of the guarantee. However, he admitted that he was not aware of the Company’s operations and did not monitor Fashion Home’s operations and business decisions. His conduct amounted to a grievous failure to discharge his responsibilities under the Listing Rules.
Key messages:
To fulfil their duties and responsibilities, directors must take an active interest in the listed issuer’s business and affairs.
Directors must also stay alert to any potential or actual conflicts of interest and duty, and take appropriate steps to avoid/manage such conflicts.
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