Date Company/ Name Breach Conduct Disciplinary Actions
15 October 2018

• NNK Group Limited (“Company”)

• Mr Huang Jun Muo (“Mr Huang”), executive director of the Company

• Mr Yang Hua (“Mr Yang”), executive director of the Company

• Mr Luo Ming Xing (“Mr Luo”), former executive director of the Company

• MLR2.13(2)

• MLR11.07

• MLR3.08(f)

• Director’s Undertaking

• Company failed to make accurate and complete disclosure in the prospectus for the Company’s initial public offering issued on 24 December 2015

• Mr Huang, Mr Yang and Mr Luo failed to (i) apply the degree of skill, care and diligence required and expected of them in the discharge of their directors’ duties; (ii) comply with the Exchange Listing Rules to the best of their ability; and (iii) use their best endeavours to procure the Company’s compliance with Rules 2.13(2) and 11.07 of the Exchange Listing Rules.

The purpose of a prospectus is to help investors assess the risks and returns associated with the shares of an applicant for the initial public offering and make informed investment decisions.

Rules 2.13(2) and 11.07 impose unambiguous disclosure obligations on an applicant for listing to make accurate and complete disclosure in the prospectus, so as to provide the information necessary for investors to appraise the position of the applicant and make an informed decision as to whether to make an investment. In particular, where the applicant and its directors fail to take steps to ensure that there is reasonable basis for making a statement of “no material adverse change” in the applicant’s financial or trading position or prospects since the end of the period reported in the accountant’s report, the disclosure in the prospectus is highly likely to be inaccurate, incomplete and misleading.

Accurate information to investors is of vital importance to the investors’ confidence in the market. Primary responsibility for ensuring compliance with this pivotal obligation rests with the directors.


Public Censures of

• NNK Group Limited

• Mr Huang Jun Muo

• Mr Yang Hua

• Mr Luo Ming Xing