GCC Capital

Exchange’s Disciplinary Action against a Former Director of China Aoyuan Group Limited (Stock Code: 3883)

On 11 August 2026, The Stock Exchange of Hong Kong Limited censured Mr Tsui King Fai, former INED and audit committee member of China Aoyuan Group Limited (3883), and ordered him to complete 17 hours of regulatory, legal and Listing Rule compliance training covering Rule 2.13, directors’ duties and the Corporate Governance Code. Mr Tsui failed to exercise reasonable skill, care and diligence or compel the group to implement sufficient internal controls for its decade-long centralised treasury function, which had outdated governing policies and no proper conflict-of-interest safeguards. These flaws allowed the group’s then-listed subsidiary (formerly Aoyuan Healthy Life Group, 3662) to provide RMB3.3 billion in financial assistance to the parent from 2021 to Q1 2022 without the subsidiary’s board approval and in breach of Listing Rule disclosure and shareholder approval obligations. Aware the treasury function was overseen by shared directors of the parent and subsidiary, Mr Tsui made no active enquiries into its operations, policies or risks; he also neglected to assess post-listing regulatory risks and control adequacy for the listed subsidiary before and after its 2019 spin-off, merely passively relying on operational staff, internal audit and external auditors to flag issues. HKEX ruled this passive reliance did not discharge his core oversight duty as an INED to monitor robust, group-wide internal controls protecting assets and ensuring Listing Rule compliance, stressing independent non-executive directors (especially audit committee members) must proactively supervise internal control frameworks rather than defer to third parties, with the full disciplinary statement published on the HKEX website.

Sources: https://www.hkex.com.hk/News/Regulatory-Announcements/2026/260811news?sc_lang=en

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