Date Company/ Name Breach Conduct Disciplinary Actions
6 July 2018
• Zall Smart Commerce Group Limited (“Company”)

• Mr Yan Zhi, executive director (“ED”) and Chairman

• Mr Cui Jinfeng, ED

• Dr Yu Gang, ED

• Mr Peng Chi, ED and former independent non-executive director (“INED”)

• Mr Wei Zhe, David, ED and former INED

• Mr Wang Chuang, former ED

• Mr Cheung Kai Fai, INED

• Mr Wu Ying, INED

(Collectively, “Directors”)
• MLR13.17

• MLR13.21

• Director’s Undertaking

• The Company breached MLR 13.17 and 13.21 by failing to disclose the charge of shares by a controlling shareholder (“Share Charge”) as soon as reasonably practicable after the Share Charge was executed and in the Company’s interim report (“Interim Report”).

• The Directors breached their respective Undertaking by failing to (a) procure the Company to disclose the Share Charge as soon as reasonably practicable after the Share Charge was executed and in the Interim Report; (b) ensure the final draft of the Interim Report disclosed the Share Charge; (c) ensure there were internal controls regarding the disclosure of the Share Charge; and (d) ensure the risk management system included additional training on disclosures under the Listing Rules.


Compliance with the Exchange Listing Rules’ disclosure requirements is crucial to maintaining an orderly, informed and fair market for the trading of securities in Hong Kong.

Directors are expected to review and approve all of the Company’s announcements. The conduct which gives rise to sanction in this case arose from the Director’s reliance on the Chief Financial Officer to oversee the Company’s compliance with the Exchange Listing Rules and finalisation of the interim report. The Exchange reminds Directors that the delegation of their functions does not absolve them from their responsibilities or from applying the required levels of skill, care and diligence.

Directors are also expected to regularly review the Company’s risk management system to ensure the adequacy of staff qualifications, staff experience and training programmes.


Public Censure of

• Zall Smart Commerce Group Limited

Public Criticism of

• Mr Yan Zhi

• Mr Cui Jinfeng

• Dr Yu Gang

• Mr Peng Chi

• Mr Wei Zhe, David

• Mr Wang Chuang

• Mr Cheung Kai Fai

• Mr Wu Ying