News release date

Issuer/ directors involved – summary of conduct

18 March 2025

Eight Former Directors of China E-Information Technology Group Limited (Delist, Previous Stock Code: 8055)

• Between March 2018 and March 2019, eight of the former directors caused the listed issuer (as creditor) to enter into a series of transactions of approximately $97 million in total and subsequently extended the relevant obligors’ repayments up to eight times.
• The outstanding sums of the transactions accounted for about 66% of the listed issuer’s total assets as of the trading suspension date of the listed issuer. These transactions were entered into without sufficient due diligence and risk assessments, and were also extended without any legitimate reasons. The listed issuer’s finance department warned against the relevant transactions on multiple occasions, but eight of the former directors proceeded regardless.
• Each of the eight former directors failed to discharge their directors’ duties in the transactions.
• Seven former directors did not respond to the Listing Division’s investigation and reminder letters at all. They failed to cooperate in the investigation.

• Censures were made against eight former executive directors.
• In addition to public censures, Prejudice to Investors' Interests Statements were imposed against a former director.
• A Director Unsuitability Statement was imposed against each of the seven former executive directors.

12 March 2025

A Former Director of Orient Securities International Holdings Limited (Stock Code: 8001)

• The Listing Division conducted an investigation into the discharge of directors’ duties and obligations under the GEM Listing Rules of a former director. She did not respond to the Division’s investigation and reminder letters. She failed to cooperate in the investigation.

• Censure and a Director Unsuitability Statement were imposed against the former director.

11 March 2025

Two Former Directors of Universal Star (Holdings) Limited (Delist, Previous Stock Code: 2346)

• Despite repeated reminders, two of  the former directors had failed to discharge their director’s obligation under the Listing Rules to cooperate in an investigation conducted by the Listing Division

• Censure and a Director Unsuitability Statement were imposed against each of the two former directors.

6 March 2025

Fantasia Holdings Group Co., Limited (Stock Code: 1777), Colour Life Services Group Co., Limited (Stock Code: 1778) and Nine Directors

• This matter concerns the circumvention of Listing Rule requirements by the listed issuers in respect of a very substantial disposal.
• The listed issuers intended to dispose of a subsidiary in order to relieve imminent liquidity concerns. Two days after entering into a share transfer agreement with the purchaser of the subsidiary, one of the listed issuers entered into a short-term (4-day) loan agreement with the purchaser, and used its interest in the subsidiary as security for the loan. Such listed issuer failed to repay the loan when due. The purchaser requested, as it was entitled under the loan agreement, the transfer to it of the subsidiary. In effect, the listed issuers disposed of the subsidiary unbeknownst to their shareholders, and without obtaining shareholders’ approval as required under the Listing Rules.
• One of the former executive directors admitted that he was solely involved in the negotiation and execution of the loan, and the decision to default on the loan by one of the listed issuers. He disregarded the internal control policies of the companies, which led to the listed issuers’ Listing Rule breaches.
• The other directors became aware of the loan and the forced transfer of the subsidiary shortly after the transfer of the subsidiary had taken place. Whilst some members of the boards of the listed issuers (who are not involved in this action) raised concerns, the directors censured in this action did not make any enquiries or seek further information from one of the former executive directors about the transactions or the listed issuers’ Listing Rule compliance, as they considered, amongst others, that the listed issuers required urgent financing at the time.
• They also failed to question one of the former executive directors’ conduct, including why such former executive director kept the loan agreement to himself and ignored the applicable internal control policies.
• Censures were made against the listed issuers and nine directors.
• In addition to public censures, a Prejudice to Investors' Interests Statement was imposed against a former executive director.
• The Exchange further directed eight directors to attend 15 / 18 hours of training (as the case may be) on regulatory and legal topics, including Listing Rules compliance.

4 March 2025

MIE Holdings Corporation (Stock Code: 1555) and One Current Director

• Between 2016 and 2021, a current non-executive director caused a subsidiary of the listed issuer to provide a guarantee to secure his personal loans, after he defaulted in repaying the loans and a lawsuit was brought against him and the subsidiary by the lender.
• The guarantee and subsequent settlement agreements involving the subsidiary constituted notifiable and connected transactions but the listed issuer failed to comply with the requirements under Chapters 14 and 14A of the Listing Rules.
• The listed issuer breached the Listing Rules as the current non-executive director did not timely report the matter and the transactions to the board of directors of the listed issuer.
• Whilst having delegated an internal PRC legal adviser of the listed issuer to handle the matter, the current non-executive director failed to follow up with the personnel to ensure that the matter and the transactions were properly and timely reported to the board and handled in accordance with the listed issuer’s internal control procedures and the Listing Rules. It was not until January 2023 that the matter was uncovered by the listed issuer’s former auditors.
• The listed issuer and the current non-executive director agreed to settle this disciplinary action. They did not contest their respective breaches and accepted sanctions and directions imposed on them by the Listing Committee.

• Censure was made against the current non-executive director.
• The listed issuer was criticised.

• The Exchange further directed the current non-executive director to attend 21 hours of training.

20 February 2025

Two Former Directors of Xinyuan Property Management Service (Cayman) Ltd. (Stock Code: 1895)

• The Exchange found that in breach of the Listing Rules, two of the former directors failed to respond to the Exchange’s investigation related correspondence and therefore failed to cooperate in the investigation.
• Two of the former directors were involved in two separate investigations conducted by the Exchange in relation to the listed issuer.
• In 2022, after conclusion of an investigation, the Exchange imposed a Prejudice to Investors' Interest Statement and a public censure against each of the two former executive directors for their breach of directors’ duties and obligations under the Listing Rules regarding certain notifiable and connected transactions entered into by the listed issuer. Two of the former executive directors cooperated with the Exchange in this investigation.
• At around the time when the above-mentioned sanctions were imposed, the listed issuer discovered that certain time deposits had been pledged by its subsidiary, and conducted an investigation in the matter.
• In 2023, the Exchange conducted a separate investigation into the discharge of directors’ duties and obligations under the Listing Rules by two of the former executive directors in respect of the pledges.  However, two of the former directors did not cooperate in this investigation.
• Censure and a Director Unsuitability Statement were imposed against each of the two former directors.

11 February 2025

Two Former Directors of Pa Shun International Holdings Limited (Stock Code: 574)

• In 2019, the directors approved the listed issuer’s acquisitions of two target companies (being owners of 49% equity interest in property companies which agreed to purchase property units under construction in Malaysia). The remaining 51% interest was held by a Malaysian investor.
• At the time of the acquisitions, the property companies had not yet fully paid the developer. The vendors assumed 49% of the outstanding payment obligations.
• The listed issuer made full payment upfront by issuing new shares to the vendors with a total value of $64 million. The vendors undertook to indemnify the listed issuer against all demands, losses etc. suffered or incurred by the latter arising from the property agreements. No other controls or restrictions were put in place to ensure that the consideration shares would not be sold without the listed issuer’s prior consent or knowledge.
• The vendors and the Malaysian investor failed to discharge their outstanding payment obligations to the developer. Construction was delayed and only completed in December 2021. In April 2022, the developer terminated the property agreements due to the non-payment, which was only found out by the listed issuer until around the first half of 2022. None of the property units were delivered.
• In breach of the Listing Rules, two former directors (i) failed to conduct due diligence in respect of the financial capability of the vendors. and the due diligence conducted was insufficient, (ii) failed to properly monitor the projects after the acquisitions, including that payments were being made by the vendors as well as the Malaysian investor and the construction was progressing. They failed to ensure receipt of updates in a timely manner, and (iii) did not procure the listed issuer to, and the listed issuer failed to, exercise its right to appoint any directors to the board of the property companies, and take any actions against the vendors and recover the loss and damage suffered by the listed issuer as a result of non-delivery of the property units.
• Censures were made against two former executive directors.
• The Exchange further directed two former executive directors to attend 15 hours of training on regulatory and legal topics and Listing Rules compliance, including at least three hours on each of (a) directors’ duties, and (b) the Corporate Governance Code.

16 January 2025

FingerTango Inc. (Stock Code: 6860) and Eight Former Directors

• Two business days after its IPO listing in July 2018, the listed issuer used 46% of its net listing proceeds to subscribe for an unlisted wealth management product. This was a material deviation of the intended use of the listing proceeds as stated in its prospectus. 
• In breach of the Listing Rules, (i) the listed issuer failed to disclose the intended use of the listing proceeds for such subscription and/or the change in use of the listing proceeds in its prospectus, allotment results announcement and relevant annual and interim reports. It also failed to consult its compliance adviser before entering into the subscription, and (ii) three of the former directors failed to discharge their director’s duties to procure the listed issuer’s compliance with the said requirements under the Listing Rules.
• Between 2018 and 2021, the listed issuer granted and/or extended 22 loans totalling approximately RMB426.5 million. A large majority of the loans were unsecured. There were no adequate and effective internal controls to govern the money lending activities, nor was there proper oversight over such activities at the board level until after a majority of the loans had defaulted.
• The loans were granted in the absence of (i) adequate due diligence and/or credit assessment on the borrowers and/or their guarantors and collateral (if any), and (ii) proper assessment of the enforceability of the security or guarantee provided. Around 84% of the total loan receivables were impaired in the financial statements for the years ended 31 December 2021 and 2022.
• In breach of the Listing Rules, (i) the listed issuer failed to announce a number of loans which constituted discloseable transactions under the Listing Rules, (ii) seven former directors failed to discharge their director’s duties to take sufficient steps to protect the listed issuer’s interests, including putting in place adequate and effective internal controls for the money lending activities and (iii) three of the former directors also failed to exercise reasonable skill, care and diligence in conducting, supervising and/or monitoring the money lending activities and in managing the listed issuer’s funds.  They also failed to use their best endeavours to procure the listed issuer’s compliance with the Listing Rules.
• In addition, four of the former directors were found to have failed to cooperate in the Exchange’s investigation.

• Censures were made against the listed issuer, four former executive directors and a former independent non-executive director.
• In addition to public censures, Prejudice to Investors' Interests Statements were imposed against a former director.
• A Director Unsuitability Statement was imposed against four former executive directors.
• Three of the former directors were criticised.

• The Exchange directed three of the former directors to attend 18 hours of training on regulatory and legal topics and Listing Rules compliance, including at least three hours on each of (a) directors’ duties, (b) the Corporate Governance Code, and (c) the Listing Rule requirements for notifiable transactions.
• The Exchange further directed the listed issuer’s shares be cancelled under Rule 2A.10A(2)(b) of the Listing Rules if two of the former directors continue to occupy a position as director or within senior management of the listed issuer and/or any of its subsidiaries upon the expiry of 14 days from the date of the Statement of Disciplinary Action.

9 January 2025

Regal Partners Holdings Limited (formerly known as Morris Home Holdings Limited) (Stock Code: 1575) and Three Former Directors

• Each of the three former directors was a director and/or senior management of a subsidiary of the listed issuer.
• In October 2021, two former directors procured the subsidiary to guarantee a sum of approximately RMB20.8 million owed by a former director's privately-held company to a third party.
• Despite the clear conflict of interest, two former directors failed to avoid and/or manage the conflict, and did not procure the listed issuer’s compliance with the Listing Rules applicable to the guarantee.
• One of the former directors did not have knowledge of the guarantee. However, he admitted that he was not aware of the listed issuer’s operations and did not monitor the subsidiary’s operations and business decisions. His conduct amounted to a grievous failure to discharge his responsibilities under the Listing Rules.
• Censures were made against the listed issuer and three former directors.
• In addition to public censures, Prejudice to Investors' Interests Statements were imposed against three directors
• The Exchange further directed the listed issuer to conduct an independent internal control review.

Issuer

Description

Guming Holdings Limited

(Stock Code: 1364)

A leading and fast-growing freshly-made beverage company in China. Its retailing offering was over-subscribed by 193.9 times with estimated net proceeds from the IPO of approximately HK$1,721 million. To date, its market capitalisation is approximately HK$39.43 billion.

Chifeng Jilong Gold Mine Co., Ltd. - H Shares

(Stock Code: 6693)

A company that engages in the mining, processing, and sales of gold. Its retail offering was over-subscribed by 8.5 times with estimated net proceeds from the IPO of approximately HK$2,676.3 million. To date, its market capitalisation is approximately HK$3.39 billion.

Blocks Group Limited

(Stock Code: 325)

A leader of assembly character toys in China. Its retailing offering was over-subscribed by 5,999 times with estimated net proceeds from the IPO of approximately HK$1,557 million. To date, its market capitalisation is approximately HK$34.12 billion.

Nanshan Aluminium International Holdings Limited

(Stock Code: 2610)

An alumina manufacturer in Southeast Asia and are committed to continually strengthening our market position in the region. Its retailing offering was over-subscribed by 2.9 times with estimated net proceeds from the IPO of approximately HK$2,220.8 million. To date, its market capitalisation is approximately HK$14.82 billion.

VISEN Pharmaceuticals

(Stock Code: 2561)

A late-stage, near-commercialization biopharmaceutical company focused on providing treatments in selected endocrinology diseases in China (including Hong Kong, Macau and Taiwan). Its retailing offering was over-subscribed by 71.6 times with estimated net proceeds from the IPO of approximately HK$672.3 million. To date, its market capitalisation is approximately HK$6.06 billion.

New Gonow Recreational Vehicles Inc.

(Stock Code: 805)

A recreational vehicle (RV) enterprise with an extensive presence in Australasia that designs, develops, manufactures and sells bespoke towable RVs. Its retailing offering was over-subscribed by 1.5 times with estimated net proceeds from the IPO of approximately HK$253.41 million. To date, its market capitalisation is approximately HK$1.37 billion.