Date Company/ Name Breach Conduct Disciplinary Actions
16 May 2018

• Boer Power Holdings Limited (“Company”)

• Mr Huang Liang, former executive director (“ED”) (“Mr Huang”)

• Mr Qian Yixiang, ED (“Mr Qian”)

• Mr Qian Zhongming, ED

• Ms Jia Lingxia, ED (“Ms Jia”)

• Mr Zha Saibin, ED (Mr Zha)
           

(Collectively, “Directors”)

• MLR 2.13(2)

• MLR 3.08(c)

• MLR 3.08(f)

• Director’s Undertaking

• The Company breached MLR 2.13(2) by failing to ensure the annual reports for the financial year ending 31 December 2013 and 2014 were accurate and complete in all material respects and not misleading.

• Mr Huang (a) misapplied the Company’s assets with respect to RMB1.226B worth of interest-free and unsecured loans issued to the customers, in breach of MLR 3.08(c); (b) failed to apply such degree of skill, care and diligence in the discharge of his director’s duties, in breach of MLR 3.08(f); and (c) breached obligations under his Undertaking.

• Mr Qian, Mr Qian Zhongming, Ms Jia and Mr Zha (a) failed to apply such degree of skill, care and diligence in the discharge of their director’s duties, in breach of MLR 3.08(f); and (b) breached their obligations under their respective Undertakings.

• Mr Huang and Mr Qian Zhongming also failed to cooperate in the investigation of the Listing Department, in breach of the respective Undertakings.

REGULATORY MESSAGE:
 

The Company must ensure its annual reports are accurate and complete in all material respects and not misleading.
 
It is important to maintain a clear division of responsibilities within the Board and the management of the Company so as to ensure a balance of power and authority and that power is not concentrated in any one individual.
 
Directors are required to ensure the adequacy of the issuer’s resources, staff qualifications and experience, training programs, and other things, for the purpose of maintaining the issuer’s risk management and internal control systems as well as compliance with the Exchange Listing Rules.
 

SANCTIONS:
 

Public Censure of
 

• Boer Power Holdings Limited

• Mr Huang Liang

• Mr Qian Yixiang

• Mr Qian Zhongming

• Ms Jia Lingxia

• Mr Zha Saibin

 
with a statement that Mr Huang’s conduct in this matter will be taken into account in assessing his suitability under Rule 3.09 of the Exchange Listing Rules in the event that he should wish to become a director of any issuer listed or to be listed on the Exchange in the future.
 

DIRECTIONS:
 

• Mr Qian, Mr Qian Zhongming, Ms Jia and Mr Zha to each attend Directors’ training as described in the press release.
 

NEWS RELEASE:
 

http://www.hkex.com.hk/News/News-Release/2018/180516news?sc_lang=en