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The Listing Committee of The Stock Exchange of Hong Kong Limited just announced that it has censured Mr Wang Kai, a former executive director (“ED”) of Sound Global Limited (Stock Code: 967) (“Company”) for breaching his obligations under the Declaration and Undertaking with regard to Directors (“Undertaking”) given to The Stock Exchange of Hong Kong Limited (“Exchange”) in the form set out in Appendix 5B to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”).
The pattern of behaviour exhibited by Mr Wang is completely inconsistent with the standard of conduct expected by the Exchange of a director of a listed issuer and his conduct in this matter will be taken into account in assessing his suitability under Listing Rule 3.09 (and its equivalent of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“GEM Listing Rules”)) in the event that he should wish to become a director of any issuer listed or to be listed on the Exchange in the future.
Mr Wang was an ED of the Company from 24 December 2010 to 17 December 2015.
The Listing Department sought to conduct an investigation into as to whether Mr Wang breached the Listing Rules (“Investigation”).
On 15 June 2016, the Listing Department sent an enquiry letter to Mr Wang. As no response was received, from mid-July to mid-August 2016, the Listing Department sent a number of reminders to Mr Wang. These letters were all sent to Mr Wang at his last known address on the Listing Department’s records. On 22 November 2016, a staff member of the Listing Department successfully contacted Mr Wang on the telephone, and informed him of the need to provide information and documents in response to the Investigation and reminded him of his obligation to cooperate with the Exchange’s investigation. A further letter was issued to Mr Wang on 23 November 2016 to follow up on the matter. Mr Wang did not cooperate at all in the Investigation.
Mr Wang has given a written Undertaking to the Exchange, including an undertaking to cooperate in investigations conducted by the Listing Department and/or the Listing Committee, including answering promptly and openly any questions addressed to him.
The Listing Department submitted that Mr Wang
- is taken to have received the Listing Department’s enquiry letter and reminders by virtue of the deemed service provision in his Undertaking;
- was clearly aware of the need for his cooperation in the Investigation through the telephone conversation he had with a staff member of the Listing Department on 22 November 2016;
- failed to respond to the Investigation without any reasonable grounds; and
- therefore failed to comply with his Undertaking to cooperate in the Exchange’s investigation.
The Listing Committee considered the written and oral submissions of the Listing Department, and concluded that Mr Wang breached his Undertaking by failing to cooperate with the Listing Department in its investigation.
Having made the findings of breach stated above, and having concluded that the breach is serious, the Listing Committee decided to censure Mr Wang for his breach of the Undertaking for failing to cooperate in the Exchange’s investigation. The Listing Committee further stated that the pattern of behaviour exhibited by Mr Wang is completely inconsistent with the standard of conduct expected by the Exchange of a director of a listed issuer and his conduct in this matter will be taken into account in assessing his suitability under Listing Rule 3.09 (and its equivalent under the GEM Listing Rules) in the event that he should wish to become a director of any issuer listed or to be listed on the Exchange in the future.