PUBLIC STATEMENT in respect of Ms. Luk Wai Mei (resigned effective 1 August 1999) of Dong Jian Tech.Com Holdings Limited (formerly known as Dong Jian Group Holdings Limited) (the "Company")

Regulatory

20 Jun 2001

PUBLIC STATEMENT

in respect of

Ms. Luk Wai Mei
(resigned effective 1 August 1999)
of
Dong Jian Tech.Com Holdings Limited
(formerly known as Dong Jian Group Holdings Limited)
(the "Company")

The Stock Exchange of Hong Kong (the Exchange) hereby publicly criticises Ms. Luk Wai Mei for breach of the Declaration and Undertaking with regard to Directors (the "Director's Undertaking") given by her to the Exchange in the form set out in Appendix 5B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange Listing Rules").

At a disciplinary hearing held on 16 May 2000, the Listing Committee of the Exchange (the "Listing Committee") conducted a disciplinary hearing into the conduct of, among other things, the Company and Ms. Luk Wai Mei (former executive director of the Company) ("Ms. Luk"), in connection with, among other things, the failure of the Company to use the proceeds (the "Proceeds") raised from its new issue directly in accordance with the manner stated in the prospectus of the Company dated 30 June 1998 (the "Prospectus") and the failure to disclose this fact to the shareholders and investing public by way of a public announcement as required by Paragraph 2(1) of the Listing Agreement.

The Company failed to make a timely disclosure about the change in the use of the Proceeds, amounting to HK$28.8 million after expenses, in accordance with statements made in the Prospectus. The Prospectus stated that the funds were to be used for property development and general working capital. Instead, approximately HK$28.1 million of the Proceeds were paid to a single third party, a company not related to the Company and its subsidiaries, to directly fund the acquisition of the newly issued shares in the Company by nominees who held such shares on behalf of certain parties in the PRC, comprising employees of the Company's subsidiaries in the PRC and other investors in the PRC independent of the Company.

The Listing Committee concluded that there was, among other things, a breach of Paragraph 2(1) of the Listing Agreement.

The Listing Committee further found that by virtue of the said breach of the Listing Agreement, Ms. Luk breached her Director's Undertaking, whereby she undertook to comply to the best of her ability with the Exchange Listing Rules from time to time in force, and to use her best endeavours to procure that the Company would so comply.

Accordingly, Ms. Luk is hereby publicly criticised by the Listing Committee for breach of her Director's Undertaking to comply to the best of her ability with the Exchange Listing Rules from time to time in force and to use her best endeavours to procure that the Company complied with the Exchange Listing Rules.

For the avoidance of doubt, the Exchange confirms that in relation to this matter it is hereby not publicly criticising the Company, or any present or former member of the Board of Directors of the Company, save for Ms. Luk.

Updated 20 Jun 2001