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联交所发出针对圣马丁国际(00482)及公司现任及前任董事的纪律行动

SEHK issues disciplinary action against St. Martin International (00482) and current and former directors of the company

智通財經 ·  Jan 22, 2021 17:35

Zitong Financial App News, St. Martin International (00482) issued an announcement and the Stock Exchange issued a disciplinary action statement against the company and its eight current and former directors.

This case involves repeated violations of the listing rules by listed issuers. Directors should note that they are individually and jointly responsible for the issuer's compliance with the listing rules, and relying solely on the company secretary to urge the issuer to comply with the listing rules is by no means a proper performance of his duties as a director.

Directors should also be able to demonstrate that they are sufficiently concerned about the compliance of issuers, such as ensuring that relevant staff are supervised, making appropriate reports to the board of directors, providing training on a regular basis, and so on.

Some directors have failed to identify certain relationships that have given rise to related party problems, nor have they been able to take action to ensure the accuracy of the information contained in the company's announcement to prove that they have ignored the compliance matters of the listing rules, it also prevents investors and shareholders of the company from receiving information in a timely manner, undermining the proper operation of the market and investor confidence.

The listing Committee of the Stock Exchange of Hong Kong Limited issued condemnation and sanctions.

The listing Committee of the Stock Exchange condemned: the company's timely announcement of the MyHD acquisition and Emiratinvest connected loans violated rules 14.34 and 14A.35 of the rules governing the listing of Securities on the Stock Exchange of Hong Kong Limited; and the relevant disclosure information of the loan announcement and circular was inaccurate, incomplete in all material respects, misleading and / or fraudulent, in violation of Rule 2.13 (2) of the listing rules.

Further condemn: Hong Congjin, executive director of the company; and Chen Meihui, a former executive director of the company, violated rule 3.08 (f) of the listing rules and failed to comply with the listing rules and violated the obligations set out in the Directors' statement and undertaking (the "undertaking") made by the two of them to the Stock Exchange in the form set out in Appendix V B to the listing rules. And did not make every effort to urge the company to comply with the listing rules and to ensure that the company had adequate and effective internal control measures in violation of their commitments; and: Liao Wenyi, a former executive director of the company, failed to cooperate with the SEHK investigation, and make every effort to ensure that the company has adequate and effective internal control measures in violation of its undertaking. And criticize Frank Karl-Heinz Fischer, the former executive director of the company, for failing to make every effort to urge the company to comply with the listing rules and to ensure that the company has adequate and effective internal control measures in violation of its "commitment"; and: Chen Weijun, executive director of the company; Wu Jiaming, independent non-executive director of the company; (8) Han Qianshan, former independent non-executive director of the company And Li Jianguo, a former independent non-executive director of the company, did not make every effort to ensure that the company had adequate and effective internal control measures in violation of their "commitments".

After ruling on the above irregularities, the listing Committee decided to condemn the company for violating rules 2.13 (2), 14.34 and 14A.35 of the listing rules and repeated violations of the listing rules, and for Mr. Hong and Ms. Chen for violating rule 3.08 (f) of the listing rules and their "undertakings". (3) criticize Mr Fischer, Mr Chen, Mr Wu, Mr Han and Mr Li in relation to the company's internal control and breach of their respective "undertakings" (and in the case of Mr Fischer, in relation to the company's breach of Rule 2.13 (2) of the listing rules); and (4) condemn Mr Liao for failing to cooperate with the investigation and breach of his "undertaking" in respect of the company's internal control.

The translation is provided by third-party software.


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