PUBLIC CENSURE ANNOUNCEMENT-- CIL Holdings Limited (the "Company") and Mr Ren Guohua (Resigned 1 April 2000), Mr Joseph Szeto, Mr Ho Pui Tsun, Peter and Mr Mark Robert, Taylor (Resigned 26 February 2001) (collectively the "Relevant Directors")

Regulatory

17 Sep 2001

PUBLIC CENSURE ANNOUNCEMENT

CIL Holdings Limited
(the "Company")
and
Mr Ren Guohua (Resigned 1 April 2000)
Mr Joseph Szeto
Mr Ho Pui Tsun, Peter
Mr Mark Robert, Taylor (Resigned 26 February 2001)
(collectively the "Relevant Directors")

The Stock Exchange of Hong Kong Limited (the "Exchange") hereby publicly censures the Company and each of the Relevant Directors (as defined herein) of the Company for breaches of the Listing Agreement and the Declaration and Undertaking with regard to Directors (the "Directors 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 Ren Guohua (former executive director of the Company, who resigned on 1 April 2000), Mr Joseph Szeto (executive director of the Company), Mr Ho Pui Tsun, Peter (executive director of the Company), and Mr Mark Robert Taylor (former executive director of the Company, who resigned on 26 February 2001).

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 years ended 30 June 1999 and 30 June 2000, and the late publication of its interim results for the six months ended 31 December 1999, respectively. Such delays had previously been the subject of announcements by the Company dated 30 November 1999, 23 December 1999, 31 January 2000, 14 March 2000, 4 May 2000, 22 June 2000, 31 July 2000, 28 August 2000, 29 September 2000, 29 November 2000, 3 January 2001 and 27 February 2001.The Company and each of the Relevant Directors have acknowledged the said breaches by the Company of the Listing Agreement. Mr Ren Guohua is not responsible for the breach of the then paragraph 11(1) of the Listing Agreement as he resigned on 1 April 2000.

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 publish 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 Companys 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 June 1999 by no later than 30 November 1999. These were in fact published on 29 September 2000 and despatched on 12 October 2000. For the financial year ended 30 June 2000 the annual report and audited accounts, which were due by 30 November 2000, were only despatched on 17 August 2001 and published on 20 July 2001. The Company was further required under the then paragraph 11(1) of the Listing Agreement to publish its interim report for the six months ending 31 December 1999 by no later than 31 March 2000, but did not do so until 16 November 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 Joseph Szeto, Mr Ho Pui Tsun, Peter and Mr Mark Robert, Taylor has breached the Directors Undertaking to use his best endeavours to procure that the Company complied with the Exchange Listing Rules in connection with the Companys said breaches of the then paragraphs 8(1) and 11(1) of the Listing Agreement; and
Mr Ren Guohua has breached the Directors Undertaking to use his best endeavours to procure the Company complied with the Exchange Listing Rules in connection with the Companys said breach of 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.

Mr Lau Kwong Ching, James ("Mr Lau") was a member of the Board of Directors of the Company at the material time. However, as Mr Lau could not be located, the documents relating to the disciplinary hearing could not be served. Accordingly, the findings of the Listing Committee do not extend to Mr Lau. The Exchange reserves the right to consider the position of Mr Lau as and when he can be located and served with the relevant documents concerning the disciplinary proceedings.

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 the Board of Directors of the Company save for those named herein.

Updated 17 Sep 2001