Date Company/ Name Breach Conduct Disciplinary Actions
13 December 2018

• Shenji Group Kunming Machine Tool Company Limited (the “Company”)

• Mr Wang Xing (“Mr Wang”), former Chairman and executive director of the Company




• MLR2.13(2)

• MLR3.08(f)

• Director’s Undertaking
          




                       
• Company failed to ensure that the information contained in its announcement published on 11 November 2015 was accurate and complete in all material respects and not misleading.

• Mr Wang failed to (a) discharge his director’s duties of skill, care and diligence, breaching Rule 3.08(f) of the Exchange Listing Rules; (b) use his best endeavours to procure the Company’s Exchange Listing Rule compliance, and (c) cooperate with the Listing Department’s investigation, and therefore breaching his Director’s Undertaking.

REGULATORY MESSAGE:

Issuers must ensure that information contained in their announcements and corporate communication required under the Exchange Listing Rules be accurate and complete in all material respects and not be misleading or deceptive. Failing to do so prejudices the interest of their shareholders and the investing public, in particular, in terms of their right to receive accurate and complete and not misleading information to enable them to appraise the issuers’ position for making informed investment decision, and destroys transparency, trust and confidence in the market. Directors are under a duty to use their best endeavours to procure the issuer to so comply.

Directors must also exercise such degree of skill, care and diligence as may be reasonably expected under Rule 3.08(f) of the Exchange Listing Rules in approving the publication of the issuer’s announcements. Failure to exercise reasonable degree of skill, care and diligence by a director to procure the issuer to publish accurate, complete and not misleading announcements may amount to a breach of Rule 3.08(f). Issuers not privy to the transaction in question or publishing under a tight time frame may not be accepted as reasonable excuse if the responsible director has been provided with relevant material information but who failed to take reasonable steps to procure its disclosure.

A director’s cooperation with the Listing Department’s investigation is of utmost importance in enabling the Exchange to discharge its function to maintain an orderly and fair market. Failure to comply with the Exchange’s requests in connection with an investigation of possible Rule breaches without reasonable excuse is viewed in a very serious light.
           
SANCTIONS:

           
Public Censures of

           

• Shenji Group Kunming Machine Tool Company Limited

• Mr Wang Xing

with a statement that Mr Wang’s failure to cooperate with the Exchange’s investigation will be taken into account in assessing his suitability under Rule 3.09 of the Exchange Listing Rules (and Rule 5.02 of the GEM Listing Rules) if he wishes to become a director of any issuer listed or to be listed on the Exchange in the future.


NEWS RELEASE:

https://www.hkex.com.hk/News/News-Release/2018/1812132news?sc_lang=en