Date

Company / Name

Breach Conduct

Disciplinary Actions


22 January 2018

  • RCG Holdings Limited (now known as China e-Wallet Payment Group Limited) (the “Company”)
  • Mr Wang Zhong Ling, chief executive officer and executive director of the Company
  • Mr Li Jing Long, managing director and executive director ofthe Company
  • Mr Zhang Li Gong, executive director of the Company
  • Mr Kwan King Wah, independent non-executive director and Chairman of the audit committee of the Company
  • Mr Liu Wen, former independent non-executive director, Chairman of the board of directors and an audit committee member of the Company
  • Mr Tse Chin Pang, former independent non-executive director and an audit committee member of the Company
  •  

  • MLR2.13(2)
  • MLR3.08(f)
  • Director’s Undertaking
  •  

  • Company’s failure to ensure that the information contained in its announcement published on 28 August 2015 (the “Announcement”) was accurate and complete in all material respects and not misleading, in breach of MLR2.13(2).
  • Director’s failure to apply such degree of skill, care and diligence required and expected of them with respect to the AnnouncementbreachingMLR3.08(f).
  • Director’s breach of their Undertakings to comply to the best of their ability with the Exchange Listing Rules and use their best endeavours to procure the Company’s Exchange Listing Rule compliance.


  •  


REGULATORY MESSAGE:

An issuer must maintain adequate and effective internal controls for procuring compliance with the Exchange Listing Rules, including appropriate measures to manage and monitor the reporting of financial information to the issuer’s management.


An adequate and effective internal control system must not allow one individual director to have complete control over one aspect of one of the issuer’s major businesses without a clear framework being established for the regular reporting of those responsibilities to the other members of the board.Mechanics for reporting key financial information which are solely dependent on one individual director without an appropriate back-up were clearly not what is expected of an issuer, with the result that financial information may not be reported accurately to shareholders and the market as in the present case.Appropriate measures must also be in place to ensure the responsibilities of that individual director will be properly managed in the event that he cannot do so for a prolonged period.


A director must exercise such degree of skill, care and diligence as may be reasonably expected under MLR3.08(f). To discharge such duty, directors must, among other things, take steps to implement and maintain adequate and effective internal controls for procuring the issuer’s Exchange Listing Rule compliance, and take an active interest in the affairs of the company and obtain a general understanding of its business, and follow up anything untoward that comes to their attention.Failure to do so may amount to a breach of MLR3.08(f).


SANCTIONS:

Public Censure of

  • RCG Holdings Limited (now known as China e-Wallet Payment Group Limited)
  • Mr Wang Zhong Ling
  • Mr Li Jing Long
  • Mr Zhang Li Gong
  • Mr Kwan King Wah
  • Mr Liu Wen
  • Mr Tse Chin Pang

DIRECTIONS:

  • Directors’ training as described in the press release.
  •  

NEWS RELEASE:

http://www.hkex.com.hk/News/News-Release/2018/180122news?sc_lang=en