PUBLIC CENSURE ANNOUNCEMENT
in respect of
Alco Holdings Limited and
Mr. Leung Kai Ching Kimen, Mr. Leung Wai Sing Wilson ,
Mr. Kuok Kun Man Andrew, Mr. Wong Po Yan and Mr. Li Wah Ming
(collectively the "Directors")
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The Exchange hereby publicly censures the Company and each of the Directors for breaches of the Listing Agreement, the Exchange Listing Rules, and the Declaration and Undertaking with regard to Directors given by the Directors to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules.
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At a disciplinary hearing held on August 3, 1999, the Listing Committee of the Exchange conducted a disciplinary hearing into the conduct of the Company and each of Mr. Leung Kai Ching Kimen, Mr. Leung Wai Sing Wilson, Mr. Kuok Kun Man Andrew (the "Executive Directors"), Mr. Wong Po Yan and Mr. Li Wah Ming (the "Non-Executive Directors"), directors of the Company, in connection with, amongst other things, certain connected transactions (the "Connected Transaction"), whereby the Company was involved in a series of substantial transactions with the Venturer group of companies during the period from November 1992 to June 1998.
The Venturer Group of companies comprised Venturer Electronics Inc., a company incorporated in Canada on October 2, 1984 and at the relevant time was solely owned by Mr. David Leung, Venturer Electronic De Chile Ltd., a company incorporated in Chile on August 2, 1991 which was beneficially owned at the relevant time as to 50 per cent by Mr. David Leung and Venturer Electronics U.K. Ltd., a company incorporated in theUnited Kingdom on July 25, 1991 which was at the relevant time beneficially owned as to 60 per cent by Mr. David Leung. Mr. David Leung is the son of Mr. Leung Kai Ching Kimen, the Chairman and a substantial shareholder of the Company and a brother of Mr. Leung Wai Sing Wilson, an Executive Director of the Company.
The Company and the Directors have admitted breaches of the connected transaction rules under Chapter 14 of the Exchange Listing Rules.
The Listing Committee has concluded that the Connected Transactions are in breach of Rule 14.23(2), Rule 14.26 and Rule 14.29 of the Exchange Listing Rules and in breach of Paragraphs 2(3) and 3(1) of the Listing Agreement.
The Listing Committee, among other things, has found that the Company failed to fully disclose all the Connected Transactions in the Company's announcement of March 25, 1998 which was made "By Order of the Board" and thus necessitated a further announcement of May 15, 1998.
The Listing Committee has also found that by virtue of the said breaches of the Listing Agreement and of the Exchange Listing Rules, the Directors are in breach of their respective Undertakings whereby they undertook to comply to the best of their abilities 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 directors would so comply; and further in failing to fulfil their fiduciary duties and duties of skill, care and diligence to a standard commensurate with the standard established by Hong Kong law; each of the Directors thereby failed to comply with Rule 3.08 and, in particular, Rule 3.08(f) of the Exchange Listing Rules.
Accordingly, the Company and each of the Directors are hereby publicly censured by the Listing Committee for:-
Corporate Communications Department