The Stock Exchange of Hong Kong Limited
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
CENSURE
in respect of
Mr. Poon Siu Chung, Chairman and Executive Director
("Mr. Poon")
of
Perfectech International Holdings Limited
(the "Company")
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The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures Mr. Poon Siu Chung for breaches of the Exchange Listing Rules, the Model Code and the Director's Undertaking.
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At a disciplinary hearing held on 18th February 2003 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of Mr. Poon, the Chairman and an executive director of the Company. On 24th April 2001, Mr. Poon pleaded guilty to and was convicted at the Western Magistracy of twelve offences under the Securities (Disclosure of Interests) Ordinance (the "Ordinance") for: (i) failing to report to the Exchange of certain share transactions which took place on various occasions during the period from 16 July 1999 to 25 May 2000; and (ii) making a false statement to the Exchange on 18 May 2000 in respect of his shareholding position in the Company. Further, Mr. Poon disposed of 790,000 shares of the Company on 6th September 1999 which was only two days before the Company published its preliminary announcement of its interim results for the six months ended 30 June 1999.
The Disciplinary Hearing was conducted into possible breaches by Mr. Poon of his obligations under the Declaration and Undertaking with regard to Directors given by Mr. Poon to the Exchange in the form set out in Appendix 5B to the Exchange Listing Rules (the "Director's Undertaking"), Rule 3.13 of the Exchange Listing Rules and the then Paragraph A3 of the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix 10 to the Exchange Listing Rules (the "Model Code").
The Listing Committee concluded that Mr. Poon was in breach of:
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the Director's Undertaking to comply to the best of his ability with the Ordinance; and
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Rule 3.13 of the Exchange Listing Rules, the then Paragraph A3 of the Model Code and the Director's Undertaking to comply to the best of his ability with the Exchange Listing Rules from time to time in force.
Accordingly, the Listing Committee hereby publicly censures Mr. Poon for the breaches mentioned in (1) and (2) above.
For the avoidance of doubt, the Exchange confirms that this public censure applies only to Mr. Poon and not to the Company or any past or present members of the Board of Directors of the Company.