The Stock Exchange of Hong Kong

 

PUBLIC STATEMENT
in respect of
Ms. Sally Aw Sian,
Former Chairman and Director of
Sing Tao Holdings Limited

The Listing Committee of the Exchange has recently concluded a disciplinary hearing into the conduct of Ms. Sally Aw Sian in respect of a connected transaction in the form of a loan of US$1.5 million (approximately HK$11.6 million) made by Sing Tao Newspapers New York Ltd. (“STNNYL”), a wholly-owned subsidiary of Sing Tao Holdings Limited (the “Company”), to Ms. Aw on January 19, 1998. Ms. Aw subsequently repaid the loan on March 27, 1998 at a rate of 9% per annum, being 0.5% per annum over the prime rate quoted by leading banks in the U.S.A. at the relevant time as publicly announced by the Company on September 4, 1998 (the “Announcement”).

At the time the loan was made Ms. Aw was the Chairman, controlling shareholder and a director of the Company and was also the sole director of STNNYL. Ms. Aw was therefore a connected person of the Company as defined in the Exchange Listing Rules. Accordingly, the loan constituted a connected transaction of the Company (the “Connected Transaction”) as acknowledged in the Announcement.

The loan it has transpired was advanced to Ms. Aw by STNNYL at her instigation and direction. The loan when entered into was unsecured, without terms and was not in the normal course of business of STNNYL nor was it entered into after negotiations.

The Listing Committee, having considered submissions from both the Listing Division and the relevant parties, has determined, among other things, that:

1. the Connected Transaction should have been disclosed by the Company by way of a press announcement as soon as possible after the Connected Transaction was entered into pursuant to Rule 14.25 of the Exchange Listing Rules; and
2. as the Connected Transaction had not been disclosed in accordance with Rule 14.25 of the Exchange Listing Rules, the Connected Transaction was in breach of Rule 14.25 of the Exchange Listing Rules, and paragraphs 2(3) and 3(1) of the Listing Agreement entered into between the Exchange and the Company.

The Listing Committee concluded that by virtue of the said breaches of the Exchange Listing Rules, Ms. Aw was in breach of her Director’s Undertaking, whereby she undertook to comply to the best of her ability with the Exchange Listing Rules from time to time in force, and to use her best endeavours to procure that the Company of which she was a director would so comply; and further, in procuring the loan to be made to herself and in failing to ensure that the Company made the requisite disclosure under the Exchange Listing Rules, Ms. Aw acted in breach of Rule 3.08(d) and (f) of the Exchange Listing Rules.

Accordingly, Ms. Aw is hereby publicly criticised by the Listing Committee for breaches of her Director’s Undertaking and Rule 3.08(d) and (f) of the Exchange Listing Rules.

For the avoidance of doubt the Listing Committee confirms that in relation to this matter it is not publicly criticising the Company, or any present or former member of the Board of Directors of the Company, save for Ms. Aw.

Corporate Communications Department

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