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CENSURE -- CIL Holdings Limited and Mr Joseph Szeto (Resigned 6 August 2001), Mr Ho Pui Tsun, Peter, Mr Ke Jun Xiang, Mr Chang Kin Man (Resigned 17 May 2003), Mr Shao Wei Hong, Mr Lam Tang (Resigned 16 May 2003) and Mr Hu Yeshan

Regulatory
08 Nov 2004

THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

 

CENSURE

CIL Holdings Limited
(the "Company")
and
Mr Joseph Szeto (Resigned
6 August 2001)
Mr Ho Pui Tsun, Peter
Mr Ke Jun Xiang
Mr Chang Kin Man (Resigned 17 May 2003)
Mr Shao Wei Hong
Mr Lam Tang (Resigned 16 May 2003)
Mr Hu Yeshan
(collectively, the "Relevant Directors")

The Exchange hereby publicly censures the Company and each of the Relevant Directors for repeated breaches of Paragraphs 8(1), 10(1), 11(1) and 11(6) of the Listing Agreement and the Director's Undertaking by failing to publish the Company's financial results within the time frame prescribed by those provisions.

Breaches of Paragraphs 8(1) and 11(1) of the Listing Agreement in force at the material time ("Listing Agreement")

The Company was required by: (i) Paragraph 8(1) of the Listing Agreement to send to its shareholders its annual report and audited accounts within four months of the end of its financial year; and (ii) Paragraph 11(1) of the Listing Agreement to publish in the newspapers preliminary results in respect of its financial year end no later than four months after the date upon which the financial period ended.

For the financial years ended 30 June 2001, 30 June 2002 and 30 June 2003, the Company's annual results and annual reports (including audited accounts) were not published and sent to shareholders until 28 January 2002, 1 August 2003 and 28 April 2004 respectively.  The Company has admitted breaching the provisions of the Listing Agreement referred to.

Breaches of Paragraphs 10(1) and 11(6) of the Listing Agreement

The Company was required by: (i) Paragraph 10(1) of the Listing Agreement to send to its shareholders an interim report no later than three months following the conclusion of the relevant period; and (ii) Paragraph 11(6) of the Listing Agreement to publish in the newspapers preliminary announcement in respect of its interim results within three months following the conclusion of the relevant period.

For the six-month periods ended 31 December 2000, 31 December 2001, 31 December 2002 and 31 December 2003, the Company did not send and publish its interim reports and interim results until 20 August 2001, 17 April 2002, 3 November 2003 and 14 May 2004 respectively.  The Company admitted breaching the provisions referred to by reason of the late publication of the required interim financial information.

Having considered the foregoing facts and the representations made by the parties concerned, the Listing Committee has concluded that:

  1. the Company was in breach of Paragraphs 8(1), 10(1), 11(1) and 11(6) of the Listing Agreement; and

  2. the Relevant Directors had breached their Director's Undertaking to act to the best of their ability or use their best endeavours to procure that the Company complied with the Listing Agreement for the various financial periods mentioned above (except for Mr Chang Kin Man, whose breach of his Director's Undertaking does not cover the last two financial periods i.e. the year ended 30 June 2003 and the 6 months ended 31 December 2003).       

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.

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 08 Nov 2004