Date Company/ Name Breach Conduct Disciplinary Actions
18 December 2018

• Golden Meditech Holdings Limited (“Company”)

• Mr Kam Yuen (“Mr Kam”), executive director (“ED”), Chairman and Compliance Officer of the Company

• Mr Kong Kam Yu (“Mr Kong”), ED of the Company

• Mr Lu Tian Long (“Mr Lu”), former ED of the Company

• Ms Zheng Ting (“Ms Zheng”), former ED and current non-executive director (“NED”) of the Company

• Professor Gu Qiao (“Professor Gu”), independent non-executive director (“INED”) of the Company

• Professor Cao Gang (“Professor Cao”), INED of the Company

(Collectively, “Relevant Directors”)



• MLRs 2.13, 14.34, 14.36, 14.38A, 14.40, 14.41, 14.48, 14.49, 14.51 and 14.74

• MLR3.08(f)

• Director’s Undertaking




                       
• Company failed to comply with the disclosure and shareholders’ approval requirements in relation to certain transactions.

• Relevant Directors breached (i) Rule 3.08(f), (ii) their Undertakings for failing to comply with the Exchange Listing Rules to the best of their ability, and (iii) their Undertakings for failing to use their best endeavours to procure the Company’s compliance with the Exchange Listing Rules.

REGULATORY MESSAGE:           

Inaccurate, incomplete, misleading or deceptive disclosure damages the integrity of the market and corrodes investor confidence.

In this case, the Company has committed a number of serious breaches of the Exchange Listing Rules in relation to disclosure and shareholders’ approval requirements. Accurate and timely disclosure and reporting of information in accordance with the Exchange Listing Rules is necessary for the Company’s shareholders and the investing public to appraise the position of the Company. The Exchange takes non-compliance with disclosure obligations seriously and will continue to take action against issuers and directors who breach their disclosure obligations.

A director has responsibility to inform the Board of important information concerning the affairs of an issuer and the protection of the issuer’s investments, particularly where such information triggers Exchange Listing Rule compliance issues.

The board of directors of a listed company is collectively responsible for the management and operations of the company. Directors including INEDs and NEDs have oversight responsibilities which cannot be discharged by delegating to other members of the board or staff of the company. One of the roles of an INED is to provide checks and balance, and to bring an independent judgment to bear on the strategy, affairs and transactions of the company.
           
SANCTIONS:


Public Censure of

• Golden Meditech Holdings Limited

• Mr Kam Yuen

• Mr Kong Kam Yu

 

Public Statement Involving Criticism of

• Mr Lu Tian Long

• Ms Zheng Ting

• Professor Gu Qiao

• Professor Cao Gang

 

DIRECTIONS:

 

• The Company to appoint an independent compliance adviser for two years

• Directors’ training

 

as described in the news release

 

NEWS RELEASE:

https://www.hkex.com.hk/News/News-Release/2018/181218news?sc_lang=en