1555) and One Current Director

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香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
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

CRITICISES:
1. MIE Holdings Corporation (Stock Code: 1555) (Company); and

CENSURES:
2. Mr Zhang Ruilin, non-executive director and chairman,

AND FURTHER DIRECTS:
Mr Zhang to attend training.

 

Between 2016 and 2021, Mr Zhang caused a subsidiary of the Company 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 Company failed to comply with the requirements under Chapters 14 and 14A of the Listing Rules.

The Company breached the Listing Rules as Mr Zhang did not timely report the matter and the transactions to the board of directors of the Company (Board). Whilst having delegated an internal PRC legal adviser of the Company to handle the matter, Mr Zhang 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 Company’s internal control procedures and the Listing Rules. It was not until January 2023 that the matter was uncovered by the Company’s former auditors.

The Company and Mr Zhang 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.

Key messages:

When directors conduct transactions on behalf of the company or its subsidiaries, they must act in accordance with the company’s internal control policies and procedures, and procure the company to comply with the Listing Rules. Directors may delegate their functions but it does not absolve them from their responsibilities or from applying the required level of skill, care and diligence.

 

 

Ends

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