Company / Name

Breach Conduct

Disciplinary Actions

13 January 2017

  • Natural Dairy (NZ) Holdings Limited
  • Mr Wu Neng Kun (former executive director and former joint Chairman)
  • Mr Zhang Han Wen (former executive director)
  • Mr Yao Hai Sheng (former executive director)
  • Mr Luo Ji (former executive director)
  • Mr Ng Chun Ming (former executive director)
  • Ms Chan Wai Kay Katherine (former executive director and former Chairman)

  • MLR14.36
  • MLR2.13
  • MLR3.08(f)
  • Director’s Undertaking

  • Company’s failure to (i) announce and obtain shareholders’ approval for a material change in the terms of a very substantial acquisition previously announced and approved by shareholders; and (ii) ensure that announcements issued by the Companyare accurate, complete and not misleading.
  • Former directors’ failure to apply such degree of skill, care and diligence required and expected of them with respect to their failure to

  • (i) understand the intention, meaning and application of the terms of the Placing Agreement and the Acquisition and ensure relevant announcements issued are complete and accurate in all material aspects (Mr Wu, Mr Zhang, Mr Yao, Mr Luo and Ms Chan);
    (ii) consider the application of Rule 14.36 to the material changes to the terms of the Acquisition and ensure proper use of funds under the terms of the Acquisition (Mr Wu, Mr Zhang, Mr Yao and Mr Luo); and
    (iii) act in the best interest of the Company by signing documents he did not understand (Mr Ng).


  • Directors’ failure to comply with Listing Rules to the best of their ability and to use best endeavours to procure the Company’s Rule compliance; in particular Mr Yao’s failure to cooperate with in the investigations of the Listing Department.


THIS DISCIPLINARY ACTION underlines the importance of keeping shareholders and the public fully informed of material changes to previously approved transactions which might affect their interests. Shareholders should not be deprived of their right to receive information and to vote on matters where they are required and/or entitled to do so.

Where announcements are made, they should be clear, accurate and complete in all material respects and not misleading or deceptive to the shareholders and the public.

The decision also highlights the importance of the directors’ responsibility to ensure he/she has access to all the board papers and related materials to acquire a proper and complete understanding of the issuer’s operations and business.            


Public Censure of

  • Natural Dairy (NZ) Holdings Limited
  • Mr Wu Neng Kun
  • Mr Zhang Han Wen
  • Mr Yao Hai Sheng
  • Mr Luo Ji
  • Mr Ng Chun Ming

Public Criticism of

  • Ms Chan Wai Kay Katherine


  • Directors’ training for each of Mr Wu Neng Kun, Mr Zhang Han Wen and Mr Luo Ji above as described in the news release