CENSURE -- Chun Tai Holdings Limited (now known as Telecom Plus Holdings Limited) (the "Company") and Mr. Chung Kam Ming (resigned on 7 August 2000) and Mr. Wong Kui Chuen (resigned on 15 May 2000)(collectively the "Relevant Directors")

Regulatory

03 Sep 2002

CENSURE

Chun Tai Holdings Limited
(now known as Telecom Plus Holdings Limited)
(the "Company")

and

Mr. Chung Kam Ming (resigned on 7 August 2000)
Mr. Wong Kui Chuen (resigned on 15 May 2000)
(collectively the "Relevant Directors")

The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company, Mr. Chung Kam Ming and Mr. Wong Kui Chuen in relation to the failure of the Company: (i) to send its annual report and audited accounts for the financial year ended 31 March 1999 on time; (ii) to hold its Annual General Meeting for the financial year ended 31 March 1999 on time; and (iii) to despatch the interim results for the half year ended 30 September 1999 on time. The failure constituted breaches of the Listing Agreement and the Director's Undertaking.

At a disciplinary hearing held on 21 May 2002 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of, among others, the Company, Mr. Chung Kam Ming and Mr. Wong Kui Chuen (both being former executive directors of the Company, resigned on 7 August 2000 and 15 May 2000 respectively).

The Company was required under:

the then paragraph 8(1) of the Listing Agreement to send to its shareholders its annual report and audited accounts within five months of the end of its financial year;
paragraph 8(2) of the Listing Agreement to make up its annual accounts to a date not falling more than six months before the date of its annual general meeting; and
the then paragraph 11(1) of the Listing Agreement to publish the preliminary announcement of its interim results within three months of the half-year.

For the financial year ended 31 March 1999, the Company's annual report including the audited accounts (the "1999 Annual Report") was only sent on 19 April 2000 and the Company's annual general meeting (the "1999 AGM") was not held until 31 May 2000; and for the six months ended 30 September 1999, the interim results (the "2000 Interim Results") were only published on 29 June 2000.

The Disciplinary Hearing was conducted into, among other things, the following issues:

Possible breaches by the Company of its obligations under the then paragraph 8(1), paragraph 8(2) and the then paragraph 11(1) of the Listing Agreement; and
Possible breaches by the Relevant Directors of their obligations under the Declaration and Undertaking with regard to Directors given by them to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules (the "Director's Undertaking").

The Listing Committee attaches great importance to compliance with these provisions, which are designed to ensure prompt dissemination of essential financial information on the affairs of the Company to the shareholders and the public.

The Listing Committee concluded, among other things, that:

The Company was in breach of the then paragraph 8(1), paragraph 8(2) and the then paragraph 11(1) of the Listing Agreement in respect of the 1999 Annual Report, the 1999 AGM and the 2000 Interim Results respectively.
The Relevant Directors had breached their Director's Undertaking to comply to the best of their ability with the Exchange Listing Rules from time to time in force, and to use their best endeavours to procure that the Company of which they were directors would so comply.

Accordingly, the Listing Committee hereby publicly censures the Company and the Relevant Directors for their respective breaches mentioned in (1) and (2) above.

For the avoidance of doubt the Exchange confirms that this public censure applies only to the Company and the Relevant Directors named herein and not to any other past or present member of the Board of Directors of the Company. The Company changed its name to Telecom Plus Holdings Limited on 27 December 2000.

Updated 03 Sep 2002