The Hong Kong Stock Exchange condemns FANTASIA (01777), COLOUR LIFE (01778), and nine directors.
06/03/2025
GMT Eight
Today, the Hong Kong Stock Exchange Limited issued a statement condemning Fantasia Holdings Group Limited (01777) and Colour Life Services Group Limited (01778) for making statements and condemnations against their former chairman, CEO, and executive director, Mr. Pan Jun, and eight other directors for harming investor rights. These companies sold Neighbourhood Joy without the knowledge of shareholders and without obtaining shareholder approval as required by the Listing Rules. Mr. Pan admitted that both the negotiation and execution of the loan, as well as the decision for Colour Life to default on the loan, were solely his actions. He disregarded the internal control policies of the companies, resulting in a violation of the Listing Rules.
The Hong Kong Stock Exchange Limited condemns:
1. Fantasia Holdings Group Limited (01777);
2. Colour Life Services Group Limited (01778);
And issues statements and condemnations against the following individuals for harming investor rights:
3. Former chairman, CEO, and executive director of Fantasia Holdings and Colour Life, Mr. Pan Jun;
Condemning:
4. Former executive director of Fantasia Holdings and Colour Life, Mr. Chen Xinyu;
5. Former non-executive director and former executive director of Fantasia Holdings, Ms. Zeng Baobao;
6. Former executive director of Fantasia Holdings, Mr. Ke Kesheng;
7. Former executive director of Fantasia Holdings, Mr. Zhang Huiming;
8. Independent non-executive director of Fantasia Holdings, Mr. Guo Shaomu;
9. Former non-executive director of Colour Life, Mr. Wu Qingbin;
10. Former independent non-executive director of Colour Life, Mr. Xu Xinmin;
11. Former independent non-executive director of Colour Life, Mr. Zhu Wuxiang;
And further instructs:
All of the above directors, except Mr. Pan, must undergo training.
This case involves Fantasia Holdings and Colour Life evading several provisions of the Listing Rules in a very significant sale transaction. In order to alleviate the imminent liquidity problem, these companies planned to sell their subsidiary, Neighbourhood Joy. Two days after signing a share transfer agreement with the buyer of Neighbourhood Joy, Colour Life entered into a short-term (four days) loan agreement with the buyer, using its equity in Neighbourhood Joy as collateral for the loan. Colour Life failed to repay the loan on time. The buyer exercised their rights under the loan agreement to require Colour Life to transfer Neighbourhood Joy to them. In reality, these companies sold Neighbourhood Joy without the knowledge of shareholders and without obtaining shareholder approval as required by the Listing Rules.
The other directors only learned about the loan and the forced transfer of Neighbourhood Joy shortly after the sale. While some members of the Fantasia Holdings and Colour Life board (not involved in this disciplinary action) had expressed concerns, the condemned directors did not question Mr. Pan about the transaction or the compliance of the companies with the Listing Rules, as they believed (including) that the companies needed urgent financing at the time. They also did not question Mr. Pan's actions, including his concealment of the loan agreement and disregard for applicable internal control policies.