Controller override: start with cash, not the ledger

HKEX’s disciplinary action against three former directors of Jiayuan Services shows why an investigation into unauthorised payments should begin with bank evidence, actual payment authority and a clear view of the recovery route.

Jiayuan Services Holdings Limited is a Hong Kong-listed property management group operating in mainland China.1 Its shares were suspended in April 2023 and resumed trading in December 2024 after overdue results were published and the Exchange’s resumption requirements were addressed, including an independent investigation.2 The group reported a profit for the first half of 2026 but still had net current liabilities of approximately RMB 129.7 million at 30 June 2026. The independent review report also drew attention to a material uncertainty related to going concern.3

When a controller can direct treasury payments outside the board’s approval process, the ledger cannot be treated as independent evidence. The first questions are what cash moved, who gave the instruction and who could release the payment.

HKEX’s 17 July 2026 disciplinary statement identified 398 unauthorised transfers totalling nearly RMB 2 billion. The transfers were made between January 2021 and December 2022 to entities controlled by Jiayuan Services’ then controlling shareholder. The group received about RMB 1.35 billion from those entities. The statement reported that the net amount, about RMB 644 million, could not be recovered and had been written off.1

The three former directors admitted their Listing Rule breaches and agreed to the sanctions. The sanctions applied to those directors, not to the company or its other past or present directors. This was a Listing Rule disciplinary action, not a criminal determination.1

HKEX recorded that the group’s cash and bank balances fell from RMB 633 million at 31 December 2021 to RMB 24 million at 31 December 2022. Its equity position moved from a RMB 627 million surplus to a RMB 34 million deficit.1

At 31 December 2022, the accounting records showed RMB 509 million of cash and bank balances. HKEX found that the actual balance was RMB 24 million.1

Where the books are unreliable, obtain statements and confirmations directly from the banks and reconcile them to payment records. Documents supplied through the same finance function need their own authenticity checks. The ledger can then be tested against that independent record.

That reconstruction tests whether the reported cash existed, where the funds moved and whether the explanations offered are consistent with the banking evidence.

The company’s written policies for approving payments may not show who controlled those payments in practice. HKEX found that the company’s finance resource centre made the transfers under instructions from the then controlling shareholder and his corporate vehicle, overriding the company’s internal controls.1

The investigation therefore has to identify who issued instructions, who could release payments and who knew of or approved the arrangement. Formal titles and organisation charts are evidence, but they are not a substitute for reconstructing the authority actually exercised.

HKEX also noted that the former chairman, Mr Zhu Hongge, signed a form approving a written proposal to inflate recorded bank balances and forge bank statements and bank chops. Mr Zhu submitted that he did not knowingly participate in any concealment scheme. The Listing Committee held that his approval, on its own, amounted to a serious breach of duty.1

Jiayuan Services’ September 2024 announcement describes the work undertaken in the independent investigation. Investigators reviewed accounting and banking records, including correspondence, account balances, bank ledgers, bank statements and confirmations. They interviewed directors, finance personnel and personnel connected with the controlling shareholder. They also sought confirmations from relevant banks and conducted background searches on recipients and related entities.4

Available computers and mobile phones were mirror-imaged and searched for relevant material. The investigation also reviewed corporate-governance, fund-management and related-party transaction controls.4

Each evidence stream answered a different question. Bank evidence tested the ledger. Electronic records and interviews helped reconstruct the instruction and approval chain. Background searches tested the identities and relationships of recipients.

The announcement also identified gaps in that evidence. Some individuals could not be interviewed or declined to participate. Certain bank and third-party confirmations had not been received, and some relevant electronic devices were unavailable. The investigation relied in part on voluntary cooperation and materials whose accuracy it had not independently verified.4

Jiayuan Services has taken civil steps to recover the money. Its 2024 annual report states that, in March 2025, claims against Shanghai Xiangyuan and Nanjing Jiafeng were filed in the Jiaxing Intermediate People’s Court, and a claim against Zhejiang Shencheng was filed in Jiaxing’s Nanhu District People’s Court. Both courts accepted the cases.5

As at 21 September 2026, the Jiayuan Services disclosures reviewed did not establish the outcome of those three claims or any related cash recovery. The July disciplinary statement describes the net transfers as written off; it does not decide the civil proceedings.1

For shareholders and creditors, the next meaningful update would identify any settlement or judgment, the assets available to meet it, and the amount actually received by the group. A successful claim is only part of the task: recovery also depends on reaching assets that can satisfy it.

AUTHOR

Kyer Cooper

Senior Manager

Singapore

For enquiries about the issues covered in this note, contact the Trident team at info@tridentca.com.

RELATED EXPERTISE

Cross-Border Asset Recovery
Forensic Investigations
Restructuring & Insolvency

JURISDICTIONS

Hong Kong

CONFIDENTIAL ENQUIRIES

For live or developing situations requiring senior-level attention.

LinkedIn
Email
Print
WhatsApp

RELATED INSIGHTS

Further Perspectives