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PUBLIC CENSURE ANNOUNCEMENT in respect of Mr. Wei Ing-Chou, Mr. Wei Ying-Chiao and Mr. Wei Yin-Chun(collectively, the "Executive Directors") of Tingyi (Cayman Islands ) Holding Corp.

Regulatory
30 Aug 1999

PUBLIC CENSURE ANNOUNCEMENT

in respect of
Mr. Wei Ing-Chou,
Mr. Wei Ying-Chiao and
Mr. Wei Yin-Chun
(collectively, the "Executive Directors")
of Tingyi (Cayman Islands ) Holding Corp.

At a disciplinary hearing held on September 8, 1998 and subsequently at two disciplinary (review) hearings held on March 12, 1999 and July 29, 1999, the Listing Committee and the Listing Appeals Committee, both of The Stock Exchange of Hong Kong, conducted a hearing and two review hearings into the conduct of Tingyi (Cayman Islands) Holding Corp., the directors of the Company, and in particular, Mr. Wei Ing-Chou, Mr. Wei Ying-Chiao and Mr. Wei Yin-Chun in respect of the granting of certain loans by the Company to a connected person during the period from June 1997 to April 1998 and the granting of a charge over a security for a loan granted to a subsidiary of that connected person for 8 days.  All the loans have been repaid with interest.

The Company and the Executive Directors have admitted breaches of the connected transaction rules under Chapter 14 of the Exchange Listing Rules and have expressed their apologies to the Exchange for such breaches.

The Listing Appeals Committee has concluded that the said connected transactions are in breach of Rule 14.23(2) and 14.26(6) of the Exchange Listing Rules.  Further, the Listing Appeals Committee has found that by virtue of the said breaches of the Exchange Listing Rules, each of the Executive Directors has breached his Declaration and Undertaking with regard to Directors, whereby he undertook to comply to the best of his ability with the Exchange Listing Rules from time to time in force, and to use his best endeavours to procure that the Company of which he is an Executive Director would so comply; and in failing to fulfil his fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standard established by Hong Kong law, each of the Executive Directors has failed to comply with Rule 3.08 of the Exchange Listing Rules.

Accordingly, each of the Executive Directors is hereby publicly censured by the Listing Appeals Committee for :-

(a) the Company's breach of the connected transaction rules as provided for in Chapter 14 of the Exchange Listing Rules, in particular, Rule 14.23(2) and Rule 14.26(6) thereof;
(b) breach of his Undertaking as contained in Appendix 5 (Form B) to the Exchange Listing Rules, in that each of the Executive Directors has failed to comply to the best of his ability with the Exchange Listing Rules from time to time in force and to use his best endeavours to procure that the Company would so comply; and
(c) breach of Rule 3.08 of the Exchange Listing Rules in failing to fulfil his fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standard established by Hong Kong law.

For the avoidance of doubt the Exchange confirms that it is not publicly censuring the Company in relation to this matter.

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Corporate Communications Department

Updated 30 Aug 1999