Date Company/ Name Breach Conduct Disciplinary Actions
30 October 2018

• Sino Splendid Holdings Limited (“Company”)

• Mr Chow Chi Wa (“Mr Chow”), executive director (“ED”) of the Company

• Mr Wang Tao, ED of the Company

• Mr Yang Xingan, ED of the Company

• Ms Yang Shuyan, independent non-executive director (“INED”) of the Company

• Mr Zhang Xiaoguang, INED of the Company

• Ms Lee Yim Wah, INED of the Company

(Collectively, “Relevant Directors”)

• GLR17.56(2)

• GLR5.01(6)

• GLR5.20

• Director’s Undertaking

• Company breached GLR17.56(2) by failing to ensure that the information contained in its interim results announcement for the six months ended 30 June 2016 (“1H2016 Results”) published on 12 August 2016 was accurate and complete in all material respects and not misleading.

• Relevant Directors breached (1) GLR5.01(6) by failing to apply such degree of skill, care and diligence required and expected of them; and (2) their Directors’ Undertakings by failing to comply to the best of their ability with the GEM Listing Rules and use their best endeavours to procure the Company’s compliance with the GEM Listing Rules.

• Mr Chow breached GLR5.20 by failing to give assistance and advice to the Board on the implementation of procedures to ensure the Company’s compliance with the GEM Listing Rules.


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.

A specific function may be delegated to appropriately qualified staff but not ultimate responsibility for performance of that function by directors. Adequate procedures must be put in place to ensure accurate and regular reporting of the delegated function to the Board to keep all directors fully informed and updated in respect of its performance.

The case demonstrates there was over-reliance on one director who assumed multiple key management positions to deal with day-to-day management and financial reporting function.

Directors must take an active interest in the listed issuer’s operations and affairs. Where a listed issuer devotes significant resources into a new investment activity, it is imperative that its directors (a) establish appropriate policies and guidelines governing the investment; and (b) ensure supply of regular update of the status and performance of the investment to all directors.


Public Censures of

• Sino Splendid Holdings Limited

• Mr Chow Chi Wa

• Mr Wang Tao

• Mr Yang Xingan

• Ms Yang Shuyan

• Mr Zhang Xiaoguang

Public Criticism of


• Ms Lee Yim Wah


• The Company to appoint an independent compliance adviser as described in the news release.

• The Company to engage the relevant professional firm to conduct a follow-up review of the Company’s internal controls as described in the news release.

• Directors’ trainings as described in the news release.