Hong Kong Exchange (HKEX) Takes Disciplinary Actions Against ex-Directors of Previously Hong Kong-Listed Universal Star (Holdings) Limited Lu Qingxing & Lyu Zhufeng (Father & Son) for Failure to Disclose $6.8 Million (CNY 49 Million) in 13 Loans Involving a Subsidiary from 2017 to 2019 Without Authorisation, Both Lu Qingxing & Lyu Zhufeng Had Resigned as Directors in 2021 & 2023 Respectively
25th October | Hong Kong
Hong Kong Exchange (HKEX) has taken disciplinary actions against ex-Directors of previously Hong Kong-listed Universal Star (Holdings) Limited Lu Qingxing & Lyu Zhufeng (Father & son) for failure to disclose $6.8 million (CNY 49 million) in 13 loans involving a subsidiary from 2017 to 2019 without authorisation. Both Lu Qingxing & Lyu Zhufeng had resigned as Directors in 2021 & 2023 respectively. Hong Kong Securities & Futures Commission (23/10/25): “The Securities and Futures Commission (SFC) and the Stock Exchange of Hong Kong Limited (Exchange) have collaborated in an enforcement action that led to a disciplinary action against Mr Lu Qingxing, former non-executive director, and his son, Mr Lyu Zhufeng, former executive director, of Universal Star (Holdings) Limited (Universal Star) for their failure to procure the disclosure of material information in the company’s prospectus (Notes 1 to 3). The outcome stemmed from the SFC’s investigation which focused on, among other things, the failure of the pair to disclose 13 outstanding loans involving a subsidiary of Universal Star (as co-borrower or guarantor) to the sponsor or the other directors of Universal Star at the time of its listing (IPO) in May 2019. The loans – totalling approximately RMB49 million – were taken out by the father between April 2017 and April 2019 of which at least approximately RMB44 million were found to have been paid to him. The loans, which remained outstanding as of August 2020, constituted material financial liabilities but were not disclosed in Universal Star’s prospectus. Furthermore, the pair pledged a property of the subsidiary of Universal Star to secure the loans after the IPO without the knowledge or approval of other directors, or independent shareholders as required by the Listing Rules. They had also failed to manage conflicts of interest properly given that the father personally benefited from the loans and the pledge – an obvious breach of their fiduciary duties and caused significant prejudice to investors’ interests. The SFC referred the matters to and shared with the Exchange its investigation findings, including evidence of the loans, the pledge and payment records of the loan proceeds. The Exchange subsequently imposed a disciplinary action of “Prejudice to Investors’ Interests Statement” (PII Statement) and censure against the pair, who had resigned from their positions as directors in 2021 and 2023, respectively (Note 4). In the Exchange’s opinion, the interests of investors would have been prejudiced had the pair remained on the board of directors of Universal Star.”
“ Hong Kong Exchange (HKEX) Takes Disciplinary Actions Against ex-Directors of Previously Hong Kong-Listed Universal Star (Holdings) Limited Lu Qingxing & Lyu Zhufeng (Father & Son) for Failure to Disclose $6.8 Million (CNY 49 Million) in 13 Loans Involving a Subsidiary from 2017 to 2019 Without Authorisation, Both Lu Qingxing & Lyu Zhufeng Had Resigned as Directors in 2021 & 2023 Respectively “
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Notes:
- The Stock Exchange of Hong Kong Limited is a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX).
- The Exchange issued a press release in relation to its disciplinary action against Lu and Lyu of Universal Star today.
- Universal Star’s shares were listed on the Exchange on 16 May 2019. The listing of its shares was cancelled with effect from 26 January 2024.
- Lyu resigned as executive director of Universal Star with effect from 13 July 2021, and Lu resigned as non-executive director of Universal Star with effect from 1 January 2023.
Hong Kong Exchange (HKEX) Takes Disciplinary Actions Against ex-Directors of Previously Hong Kong-Listed Universal Star (Holdings) Limited Lu Qingxing & Lyu Zhufeng (Father & Son) for Failure to Disclose $6.8 Million (CNY 49 Million) in 13 Loans Involving a Subsidiary from 2017 to 2019 Without Authorisation, Both Lu Qingxing & Lyu Zhufeng Had Resigned as Directors in 2021 & 2023 Respectively
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