The Stock Exchange of Hong Kong Limited
22 Jan 2021
CENSURES:
(1) Sandmartin International Holdings Limited (Stock Code: 482) (“Company”);
(2) Mr Hung Tsung Chin, executive director (“ED”) of the Company (“Mr Hung”);
(3) Ms Chen Mei Huei, former ED of the Company (“Ms Chen”);
(4) Mr Liao Wen I Tiger, former ED of the Company (“Mr Liao”);
AND CRITICISES:
(5) Mr Frank Karl-Heinz Fischer, former ED of the Company (“Mr Fischer”);
(6) Mr Chen Wei Chun, ED of the Company;
(7) Mr Wu Chia Ming, independent non-executive director (“INED”) of the Company;
(8) Mr Han Chien Shan, former INED of the Company (“Mr Han”); and
(9) Mr Lee Chien Kuo Thomas, former INED of the Company.
(the directors identified at (2) to (9) above are collectively referred to as the “Relevant Directors”)
AND DIRECTS:
the Company to appoint an independent professional adviser for the purposes of an internal control review and the Relevant Directors to attend training.
This case involves a settlement between the Company, the Relevant Directors (apart from Mr Han) and the Listing Division in respect of their Listing Rule breaches arising from the events and conduct described below.
The Exchange found that the Company failed to announce the acquisition of a subsidiary and certain loans made to a connected party in a timely manner, and failed to ensure that certain disclosures in an announcement and in a circular were accurate and complete in all material respects and not misleading. The Company did not have adequate and effective internal controls at the relevant time.
Mr Hung, Ms Chen and Mr Fischer failed to report relationships with connected party implications to the Company. Mr Hung and Ms Chen also failed to ensure that certain figures used in a circular were accurate and up-to-date. As a result, Mr Hung and Ms Chen failed to discharge their directors’ duties and undertakings to comply with the Listing Rules to the best of their ability. Mr Hung, Ms Chen and Mr Fischer failed to use their best endeavours to procure the Company’s compliance with the Listing Rules.
The Exchange also found that Mr Liao failed to cooperate in the investigation conducted by the Listing Division, and that the Relevant Directors failed to take an active role in implementing, reviewing and monitoring the effectiveness of the Company’s internal control procedures and placed excessive reliance upon the company secretary for Listing Rule compliance.