Punishment of Administrative Fine Imposed on the Responsible Person of Corporate Conduct by Primax Electronics Ltd.
2018-05-15
1.Date the punishment was imposed: May 15, 2018
2.Recipient of the punishment: Responsible person of corporate conduct by Primax Electronics Ltd. (public company, stock code 4915), Liang, OO.
3.Legal basis of the punishment: Article 36-1 of the Securities and Exchange Act; subparagraph 1, paragraph 1 and paragraph 5, Article 30; and paragraph 1, Article 33 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
4.Facts of the violation and reasons:
(1) The subsidiary of Primax Electronics Ltd. (hereinafter referred to as “Primax”), Tymphany Worldwide Enterprise Ltd. (hereinafter referred to as “TW Company”), had resolved in the shareholder meeting on July 18, 2017 to increase the capital of Tymphany (Huizhou) Ltd. (hereinafter referred to as “Huizhou Company”) with cash and equity prices of Dongguan Tymphany Acoustic Technolo Co., Ltd. (hereinafter referred to as “Dongguan Company”). Further, on September 5 and 22, 2017, the capital increase of Huizhou Company was implemented in the form of cash, equipment, and equity prices of Dongguan Company, of which the total transaction value was NT$1,011,000,000. However, Primax did not comply with the format specified in the Regulations of Acquisition and Disposal” to make the announcement on behalf of its subsidiary, and had therefore violated subparagraph 1, paragraph 1, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
(2) In addition, a Primax’ subsidiary, Diamond (Cayman) Holding Ltd. (hereinafter referred to as “Diamond Company”), and TW Company had respectively resolved in the shareholders meeting on September 13 ,2017 to pass the equity trading, in which TW Company would dispose of 100% shareholding of Tymphany HK Ltd. for the benefit of Tymphany Acoustic Technology HK Limited, Diamon Company would acquire 30% shareholding from the minority shareholders of TW Company, and TW Company would dispose of 24.5% shareholding of Huizhou Company for the benefit of the original minority shareholders of TW Company; each of the three transactions had exceeded NT$300 million. However, Primax did not make the announcement on behalf of Diamond Company and TW Company until November 14, 2017, and had therefore violated subparagraph 1, paragraph 1, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
(3) Moreover, Primax’ announcement on November 14, 2017 contained several errors or omissions such as providing the prices, dates of the 3 transactions that were inconsistent with the actual events, and giving no information that Primax acquired 5.5% shareholding of TW Company by cash. However, Primax did not correct the announcement on behalf of Diamond Company and TW Company until January 10, 2018, and had therefore violated paragraph 5, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
5.The disciplinary action: A penalty of NT$240,000 is imposed on the responsible person of the foregoing misconduct pursuant to subparagraph 7, paragraph 1, Article 178; and paragraph 1, Article 179, of the Securities and Exchange Act.
Contact Office: Lin, Jia-chang, Section Chief, Securities and Futures Bureau Corporate Finance Division
Contact Tel.: (02)2774-7115
Please send your inquiry to:
2.Recipient of the punishment: Responsible person of corporate conduct by Primax Electronics Ltd. (public company, stock code 4915), Liang, OO.
3.Legal basis of the punishment: Article 36-1 of the Securities and Exchange Act; subparagraph 1, paragraph 1 and paragraph 5, Article 30; and paragraph 1, Article 33 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
4.Facts of the violation and reasons:
(1) The subsidiary of Primax Electronics Ltd. (hereinafter referred to as “Primax”), Tymphany Worldwide Enterprise Ltd. (hereinafter referred to as “TW Company”), had resolved in the shareholder meeting on July 18, 2017 to increase the capital of Tymphany (Huizhou) Ltd. (hereinafter referred to as “Huizhou Company”) with cash and equity prices of Dongguan Tymphany Acoustic Technolo Co., Ltd. (hereinafter referred to as “Dongguan Company”). Further, on September 5 and 22, 2017, the capital increase of Huizhou Company was implemented in the form of cash, equipment, and equity prices of Dongguan Company, of which the total transaction value was NT$1,011,000,000. However, Primax did not comply with the format specified in the Regulations of Acquisition and Disposal” to make the announcement on behalf of its subsidiary, and had therefore violated subparagraph 1, paragraph 1, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
(2) In addition, a Primax’ subsidiary, Diamond (Cayman) Holding Ltd. (hereinafter referred to as “Diamond Company”), and TW Company had respectively resolved in the shareholders meeting on September 13 ,2017 to pass the equity trading, in which TW Company would dispose of 100% shareholding of Tymphany HK Ltd. for the benefit of Tymphany Acoustic Technology HK Limited, Diamon Company would acquire 30% shareholding from the minority shareholders of TW Company, and TW Company would dispose of 24.5% shareholding of Huizhou Company for the benefit of the original minority shareholders of TW Company; each of the three transactions had exceeded NT$300 million. However, Primax did not make the announcement on behalf of Diamond Company and TW Company until November 14, 2017, and had therefore violated subparagraph 1, paragraph 1, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
(3) Moreover, Primax’ announcement on November 14, 2017 contained several errors or omissions such as providing the prices, dates of the 3 transactions that were inconsistent with the actual events, and giving no information that Primax acquired 5.5% shareholding of TW Company by cash. However, Primax did not correct the announcement on behalf of Diamond Company and TW Company until January 10, 2018, and had therefore violated paragraph 5, Article 30; and paragraph 1, Article 33 of the “Regulations of Acquisition and Disposal.”
5.The disciplinary action: A penalty of NT$240,000 is imposed on the responsible person of the foregoing misconduct pursuant to subparagraph 7, paragraph 1, Article 178; and paragraph 1, Article 179, of the Securities and Exchange Act.
Contact Office: Lin, Jia-chang, Section Chief, Securities and Futures Bureau Corporate Finance Division
Contact Tel.: (02)2774-7115
Please send your inquiry to:
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Update：
2018-06-05