THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
CRITICISM
Sino-i Technology Limited
(formerly known as Sino-i.com Limited)
(the "Company")
and
Mr Yu Pun Hoi
Mr Lam Bing Kwan
Mr Zhang Hong Ren
(collectively, the "Relevant Directors")
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The Stock Exchange of Hong Kong Limited (the Exchange) hereby publicly criticises the Company and the Relevant Directors in relation to the failure of the Company to send its annual report and audited accounts for the financial year ended 31 March 2000 on time. The failure constituted breaches of the Listing Agreement and the Director's Undertaking.
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At a disciplinary hearing held on 10 June 2003 (the "Disciplinary Hearing"), the Listing Committee of the Exchange conducted a hearing into the conduct of the Company and the Relevant Directors, namely Mr Yu Pun Hoi (an executive director of the Company), Mr Lam Bing Kwan (an executive director of the Company at the material time, appointed as a non-executive director of the Company with effect from 2 April 2002) and Mr Zhang Hong Ren (an executive director of the Company).
The Company was required under the then paragraph 8(1) of the Listing Agreement to send to its shareholders its annual report and audited accounts within five months of the end of its financial year. For the financial year ended 31 March 2000, the Company's annual report and audited accounts were only sent on 14 November 2000.
The Disciplinary Hearing was conducted into, among other things, the following issues:
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Possible breach by the Company of its obligations under the then paragraph 8(1) of the Listing Agreement; and
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Possible breaches by the Relevant Directors of their obligations under the Declaration and Undertaking with regard to Directors given by them to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules (the "Director's Undertaking").
The Company admitted breaching the said provision of the Listing Agreement.
The Listing Committee attaches great importance to compliance with these provisions, which are designed to ensure prompt dissemination of essential financial information on the affairs of the Company to the shareholders and the public.
The Listing Committee concluded, among other things, that:
- the Company was in breach of the then paragraph 8(1) of the Listing Agreement; and
- the Relevant Directors had breached their Director's Undertaking to use their best endeavours to procure that the Company of which they are directors would so comply.
Accordingly, the Listing Committee hereby publicly criticises the Company and each of the Relevant Directors for their respective 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 the Company and the Relevant Directors named herein and not to any other past or present member of the Board of Directors of the Company.