HKEX Censures Venus Medtech Former Company Secretary for Oversight in RMB2.48 Billion Director Loans

Hong Kong Exchanges and Clearing’s subsidiary, The Stock Exchange of Hong Kong Limited (HKEX), has issued a public censure against Mr Wong Wai Chiu, former joint company secretary of Venus Medtech (Hangzhou) Inc., and ordered him to complete 24 hours of compliance training—including at least three hours on the Corporate Governance Code—within 90 days.

Key points of the disciplinary findings:

1. Scale of Breach • Unauthorised financial assistance totalling approximately RMB2.48 billion was extended to two executive directors between January 2020 and June 2023, primarily in the form of loans. • The transactions breached disclosure, reporting, circular and independent shareholder approval requirements under Chapters 13, 14 and 14A of the Listing Rules, as well as the company’s own Articles of Association, which prohibit loans to directors.

2. Mr Wong’s Conduct • Mr Wong, a certified public accountant with over 30 years’ experience, was appointed joint company secretary on 18 January 2021 and was contractually responsible for Listing Rule compliance and corporate-governance advice. • Draft FY2021 and FY2022 results and reports he received contained references to “advances to related parties” and RMB34.00 million “due from a director,” respectively—indicators of the unauthorised loans eventually disclosed. • He did not personally review these drafts, delegating the work to a service team that offered only clerical input and failed to escalate the issue.

3. Listing Committee Conclusions • Mr Wong’s inaction caused the company’s rule breaches, making him liable under Rule 2A.10B(3). • Delegation to service providers and reliance on external counsel or auditors did not absolve the duty to scrutinise disclosures, advise the board on governance risks and ensure Listing Rule compliance. • Timely scrutiny could have prompted earlier disclosure, shareholder approval and repayment action, potentially preventing further unauthorised assistance.

4. Sanctions • Public censure. • Mandatory completion of 24 hours of regulatory, legal and Listing Rule training, with a minimum of three hours on the Corporate Governance Code, to be finished within 90 days.

The sanctions apply solely to Mr Wong and do not preclude further HKEX investigations into Venus Medtech, its directors or other senior managers.

HKEX released the disciplinary statement on 19 May 2026.