THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
CRITICISM
in respect of
Mr Chin Pak Hing (resigned as a director on 26 March 2002)
("Mr Chin")
of
Northern International Holdings Limited
(the "Company")
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The Stock Exchange of Hong Kong Limited (the Exchange) hereby publicly criticises Mr Chin, former non-executive director of the Company for breaches of the Director's Undertaking and Rule A3 of the Model Code.
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At a disciplinary hearing held on 20 May 2003 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of Mr Chin.
Between 16 August 2001 and 30 October 2001, Mr Chin had disposed of his shares in the Company without giving notice to the Exchange and the Company within the time limit required under the then Securities (Disclosure of Interests) Ordinance (the "SDI Ordinance"). The Company had issued a written warning to Mr Chin not to deal in the shares of the Company within one month prior to the Company's board meeting and announcement of its interim results on 9 November 2001 and the share disposals by Mr Chin between 29 October 2001 and 2 November 2001 were within the one month prohibition period.
The Disciplinary Hearing was conducted into the following issues:
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Possible breach by Mr Chin of his obligations under the Declaration and Undertaking with regard to Directors given by him to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules (the "Director's Undertaking") to comply with the Exchange Listing Rules and the SDI Ordinance to the best of his ability and to use his best endeavours to procure that the Company complied with the Exchange Listing Rules; and
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Possible breach by Mr Chin of Rule A3 of the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 of the Exchange Listing Rules (the "Model Code").
The Listing Committee concluded that:
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Mr Chin had breached the Director's Undertaking to comply to the best of his ability with the Exchange Listing Rules and the SDI Ordinance, and to use his best endeavours to procure that the Company would comply with the Exchange Listing Rules; and;
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Mr Chin had breached Rule A3 of the Model Code.
Accordingly, the Listing Committee hereby publicly criticises Mr Chin for his breaches mentioned in (1) and (2) above.
For the avoidance of doubt, the Exchange confirms that this public statement which involves criticism applies only to Mr Chin and not to the Company or any other past or present members of the Board of Directors of the Company.