Date Company/ Name Breach Conduct Disciplinary Actions
29 May 2018

• Trillion Grand Corporate Company Limited (formerly known as Tai Shing International (Holdings) Limited) (“Company”)

Directors
• (1) Mr Wong Chung Wai Eric (former executive director (“ED”) and chairman)

• (2) Mr Chan Yun Sang (former ED and chairman)

• (3) Mr lp Ho Ming (former ED)

• (4) Ms Wong Sau Wai Serena (former ED)

• (5) Ms Ju Lijin (former ED)

• (6) Mr Zhang Jinshu (former ED)

• (7) Mr Han Fangfa (former ED)

• (8) Mr Liu Bo (former ED and chairman)

• (9) Ms Huang Miaochan, (former ED)

• (10) Dr Pan Jin (former non-executive director) (“NED”)

• (11) Mr Dai Yuanxin (former NED)

• (12) Ms Xiao Yongzhen (former NED)

• (13) Mr Tang Sze Lok (former independent non-executive director) (“INED")

• (14) Ms Hu Yun (former INED)

• (15) Mr Xu Jingbin (former INED)

• (16) Mr Tan Heming (former INED)

• (17) Mr Chan Yee Sze (former INED)

           

(Collectively, “Directors”)

• GLR5.01(6)

• GLR5.20

• GLR18.03

• GLR18.48A

• GLR18.49

• GLR18.50C

• GLR18.53

• GLR18.54

• GLR18.66

• GLR18.67

• GLR18.78

• GLR18.79

• Director’s Undertaking

• Company delayed publication of nine sets of financial results and reports in a row (from July 2013 to July 2015).

• All 17 Relevant Directors breached their Directors’ Undertakings and GLR5.01(6) for failing to ensure the Company had adequate internal controls.

• 15 Directors (i.e. Directors (1)  to (7), (9) to (12), (14) to (17)) further breached their Directors’ Undertakings and GLR5.01(6) by one or more non compliant conduct as follows: reliance on other directors or other parties for fulfilment of directors’ duties; failure to exercise independent judgment; subordinating directors’ power and performance  of duty to the will of others; signing board minutes upon request without inquiry; and persistent absence from  or low attendance at board meetings.

• Directors (1), (2) and (8) also breached GLR5.20 for failing to comply with their duties as the Company’s  Compliance Officers.

REGULATORY MESSAGE:
 

Directors must ensure listed issuers have appropriate and effective internal controls in place to ensure compliance with financial reporting obligations as well as integrity and reliability of financial information.
 
Directors must devote sufficient time and attention to, and take an active interest in, the affairs of the listed issuer, including actively involving themselves in the decision-making process at board meetings. Failure to do so falls short of the standards expected of directors of listed companies and amounts to a dereliction of their duties.
   
The appointment of a Compliance Officer is a specific requirement imposed on issuers listed on the Growth Enterprise Market to support GLR compliance and that adequate internal controls are established and maintained. The appointment carries important responsibilities and is not mere box ticking in having someone appointed to the position. Directors appointed to the role of Compliance Officers must understand and duly discharge their duties under GLR 5.20.
 
Breach of duties by Directors and Compliance Officers are viewed seriously by the Exchange. In addition to disciplinary sanctions where failures are established, the breaches will be taken in account in the Exchange's assessment of their suitability to be appointed directors of issuers listed or to be listed on the Exchange in future.

 

SANCTIONS:
 

Public Censure of
  

• Trillion Grand Corporate Company Limited

• Mr Wong Chung Wai Eric

• Mr Chan Yun Sang

• Mr lp Ho Ming

• Ms Wong Sau Wai Serena

• Ms Ju Lijin

• Mr Zhang Jinshu

• Mr Han Fangfa

• Mr Liu Bo

• Ms Huang Miaochan

• Dr Pan Jin

• Mr Dai Yuanxin

• Ms Xiao Yongzhen

• Mr Tang Sze Lok

• Ms Hu Yun

• Mr Xu Jingbin

• Mr Tan Heming

 
Public Criticism of
 

• Mr Chan Yee Sze

 
with a statement that Mr Huang’s conduct in this matter will be taken into account in assessing his suitability under Rule 3.09 of the Exchange Listing Rules in the event that he should wish to become a director of any issuer listed or to be listed on the Exchange in the future.
 

DIRECTIONS:
 

• The company to appoint an independent Compliance Adviser as described in the press release.

• Directors’ training as described in the press release.

            

NEWS RELEASE: