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CENSURE eCyberChina Holdings Limited (formerly known as eCyberChina.net Limited) (the "Company") and Dr. Meng Xiaosu, Mr. Cheng Ka On Dominic (resigned effective 19th June 2002), Mr. Thomson Lee (resigned effective 11th June 2002) and Mr. Li Zhao (collectively, the "Relevant Directors")

Regulatory
25 Jul 2002

CENSURE

eCyberChina Holdings Limited
(formerly known as eCyberChina.net Limited)
(the "Company")
and
Dr. Meng Xiaosu
Mr. Cheng Ka On Dominic (resigned effective 19th June 2002)
Mr. Thomson Lee (resigned effective 11th June 2002)
Mr. Li Zhao
(collectively, the "Relevant Directors")


The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company, Dr. Meng Xiaosu, Mr. Cheng Ka On Dominic, Mr. Thomson Lee and Mr. Li Zhao in relation to the failure of the Company to send its annual report and audited accounts for the financial year ended 30th June 2000 on time. The failure constituted breaches of the Listing Agreement and the Director's Undertaking.

At a disciplinary hearing held on 29th January 2002 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of, among others, the Company and the Relevant Directors, namely, Dr. Meng Xiaosu (executive director of the Company), Mr. Cheng Ka On Dominic (former executive director of the Company, resigned with effect from 19th June 2002), Mr. Thomson Lee (former executive director of the Company, resigned with effect from 11th June 2002) and Mr. Li Zhao (executive director of the Company).

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

  • Possible breach by the Company of its obligations under the then paragraph 8(1) of the Listing Agreement; and

  • Possible breaches by the Relevant Directors (among others) 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").

At a disciplinary (review) hearing held on 28th May 2002, the Listing Committee conducted a review hearing on the application by Mr. Cheng Ka On Dominic of the decision of the Listing Committee made at the Disciplinary Hearing.

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. For the financial year ended 30th June 2000, the Company's annual report and audited accounts were only sent on 30th March 2001.

The Company acknowledged the said breach of the Listing Agreement.

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:

  1. the Company was in breach of the then paragraph 8(1) of the Listing Agreement; and

  2. 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 are/were directors would so comply.

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

Mr. Lau Kwong Ching James ("Mr. Lau") and Mr. Li Qinyi ("Mr. Li") were both members of the Board of Directors of the Company at the material time. However, as the Exchange had not been able to effect service of the documents relating to the Disciplinary Hearing on Mr. Lau and Mr. Li, the findings of the Listing Committee do not extend to them. The Exchange reserves its right to consider the position of Mr. Lau and Mr. Li as and when they can be served with the relevant documents concerning the disciplinary proceedings.

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

Updated 25 Jul 2002