PUBLIC CENSURE ANNOUNCEMENT -- Kin Don Holdings Limited (the "Company") and Mr Au Tung Chi, Mr Wei Cheng Wen, Mr Ou Tong De (Resigned 1 September 2000) and Mr Lam Kwing Sun, Philip (Resigned 1 September 2000) (collectively, the "Relevant Directors")

Regulatory

16 Jul 2001

PUBLIC CENSURE ANNOUNCEMENT

Kin Don Holdings Limited
(the "Company")
and
Mr Au Tung Chi
Mr Wei Cheng Wen
Mr Ou Tong De (Resigned 1 September 2000)
Mr Lam Kwing Sun, Philip (Resigned 1 September 2000)
(collectively, the "Relevant Directors")

The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company and each of the Relevant Directors for breaches of the Listing Agreement and the Declaration and Undertaking with regard to Directors (the "Director's Undertaking") given by the Relevant Directors to the 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 (the "Exchange Listing Rules").

At the disciplinary hearing held on 8 May 2001 (the "Disciplinary Hearing"), the Listing Committee of the Exchange conducted a hearing into the conduct of, among others, the Company and the Relevant Directors, namely Mr Au Tung Chi (executive director of the Company), Mr Wei Cheng Wen (executive director of the Company), Mr Ou Tong De (former executive director of the Company, who resigned on 1 September 2000) and Mr Lam Kwing Sun, Philip (former executive director of the Company, who resigned on 1 September 2000).

The Disciplinary Hearing was conducted in respect of the failure of the Company to observe the requirements of the then paragraphs 8(1) and 11(1) of the Listing Agreement with respect to the late despatch by the Company of its annual report and accounts for the financial year ended 30 November 1999, and late publication of its interim results for the six months ended 31 May 2000, respectively. Such delays had previously been the subject of announcements by the Company dated 28 April 2000, 31 May 2000, 30 June 2000, 15 August 2000, 30 August 2000, 9 October 2000 and 14 November 2000. The Company acknowledged the said breaches of the Listing Agreement.

The Listing Committee is of the view that the obligations imposed by the then paragraphs 8(1) and 11(1) of the Listing Agreement that require a listed issuer to despatch its annual results and report within five months of the financial year end of the Company and to publish its interim results no later than three months following the interim financial period end of the issuer are aimed at ensuring the prompt dissemination of essential financial information on the affairs of the Company which the Company's shareholders and investing public are entitled to receive in order to properly appraise the position of the Company.

The Company was required under the then paragraph 8(1) of the Listing Agreement to despatch its annual report and audited accounts for the financial year ended 30 November 1999 by no later than 30 April 2000. These were in fact published on 24 November 2000 and despatched on 29 November 2000. The Company was further required under the then paragraph 11(1) of the Listing Agreement to publish its interim results by no later than 31 August 2000, but did not do so until 13 December 2000.

The Listing Committee concluded, among other things, that:

the Company was in breach of the then paragraphs 8(1) and 11(1) of the Listing Agreement;
each of Mr Au Tung Chi and Mr Wei Cheng Wen breached the Director's Undertaking to use his best endeavours to procure the Company complied with the Exchange Listing Rules in connection with the Company's said breaches of the then paragraphs 8(1) and 11(1) of the Listing Agreement; and
each of Mr Ou Tong De and Mr Lam Kwing Sun, Philip breached the Director's Undertaking to use his best endeavours to procure the Company complied with the Exchange Listing Rules in connection with the Company's said breach of only the then paragraph 8(1) of the Listing Agreement.

Accordingly, the Company and each of the Relevant Directors are hereby publicly censured by the Listing Committee for their respective breaches set out in items (1), (2) and (3) above.

For the avoidance of doubt the Exchange confirms that it is not in relation to this matter publicly censuring any past or present member of Board of Directors of the Company, save for those named herein.

Updated 16 Jul 2001