Date Company/ Name Breach Conduct Disciplinary Actions
12 September 2018

• Inno-Tech Holdings Limited (“Company”)

• Mr Ang Wing Fung (“Mr Ang”), former executive director (“ED”) of the Company

• Mr Chen Chuan (“Mr Chen”), former ED of the Company

• Mr Shih Yau Ting Jackson (“Mr Shih”), former ED of the Company

• Mr Lee Ho Yiu Thomas (“Mr Lee”), former independent non-executive director (“INED”) of the Company

• Ms Lu Di (“Ms Lu”), former INED of the Company

• Mrs Kwan Leung Anna (“Mrs Kwan”), former INED of the Company

(Collectively, “Relevant Directors”)


• GLR5.01(2), (4) and (6)

• GLR5.20

• GLR18.03

• GLR18.48A

• GLR18.49

• GLR18.50C

• GLR18.53

• GLR18.66

• GLR18.78

• GLR18.79

• Director’s Undertaking


                       
• Company breached GLR18.03, 18.48A, 18.49, 18.50C, 18.53, 18.66, 18.78 and 18.79 by the delayed publication of three sets of financial results and reports.

• Mr Ang breached (1) GLR5.01(2) by failing to act proper purpose; (2) GLR5.01(4) by failing to avoid his conflict of interests; and (3) GLR5.01(6) by failing to exercise care, skill and diligence.

• Mr Chen breached (1) GLR5.01(6) by failing to exercise care, skill and diligence; and (2) GLR5.20 by failing to comply with his duty as the Compliance Officer of the Company.

• Mr Lee and Ms Lu breached GLR5.01(6) by (1) failing to identify and raise the issue of Mr Ang’s conflict of interest at a Remuneration Committee meeting; and (2) by approving the bonus payments to Mr Ang in the circumstances as referred to the new release.

• Relevant Directors breached (1) GLR5.01(6) by failing to ensure the Company had adequate internal controls; and (2) their Directors’ Undertakings by failing to comply with the GLR to the best of their ability.

          
                      
REGULATORY MESSAGE:

The Exchange takes a very serious view of the conduct of Mr Ang Wing Fung (“Mr Ang”), a former Executive Director, in relation to certain payments by the Company to himself or third parties. The Exchange considers that Mr Ang may not be considered suitable to be a director of a listed company if he should make such an application in the future.

It is imperative that robust internal controls are established, maintained and effectively observed and enforced by management without exception. A failure to do so exposes the Company and its shareholders to risks stemming from possible misapplication of corporate assets.

Directors who are on the Remuneration Committee must exercise reasonable care, skill and diligence in their consideration and approval of the emoluments of directors and others which fall within the ambit of the Remuneration Committee. Failure to do so renders the delinquent directors liable to disciplinary sanctions.

SANCTIONS:


Public Censures of

• Inno-Tech Holdings Limited

• Mr Ang Wing Fung

• Mr Chen Chuan

• Mr Shih Yau Ting Jackson

• Mr Lee Ho Yiu Thomas

• Ms Lu Di

• Mrs Kwan Leung Anna

with statements that (1) whilst Mr Ang has resigned as a director of the Company, had he remained in office, given his conduct amounting to a wilful and persistent breach of his director’s duties and therefore a breach of Rule 5.01, in the opinion of the Exchange, his retention of office would have been prejudicial to the interests of investors; (2) Mr Ang’s conduct in the matter is to be taken into account in the Exchange’s assessment of his suitability to be appointed as a director of issuers listed or to be listed on the Exchange in the future under GLR5.02 and the equivalent Main Board rule.

DIRECTIONS:

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

• Directors’ trainings as described in the new release.           

NEWS RELEASE:

http://www.hkex.com.hk/News/News-Release/2018/180912news?sc_lang=en