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PUBLIC CENSURE ANNOUNCEMENT -- Sinocan Holdings Limited (the "Company") and Mr Wong Man Wing and Madam Hou Mai Chin (the "Relevant Directors")

Regulatory
24 Jul 2001

PUBLIC CENSURE ANNOUNCEMENT

Sinocan Holdings Limited
(the "Company")
and
Mr Wong Man Wing
Madam Hou Mai Chin
(the "Relevant Directors")


The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company and each of the Relevant Directors of the Company, as defined herein and stated above, for breaches of the Listing Agreement, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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 (the "Undertaking").


At the disciplinary hearing held on 8 May 2001, (the "Disciplinary Hearing"), the Listing Committee of the Exchange conducted a hearing into the conduct of the Company and each of the directors of the Company, being Mr Wong Man Wing and Madam Hou Mai Chin.

The Disciplinary Hearing was conducted in respect of the failure of the Company to observe the requirements of the then paragraphs 8, 11(1) of the Listing Agreement and paragraph 12 of the current Listing Agreement with respect to the late despatch by the Company of its annual reports including audited accounts for the financial years ended 31 December 1998 and 31 December 1999, and of its interim results for the six months ended 30 June 1999 and 30 June 2000, and the late notification to the Exchange of the Board Meeting held on 27 April 2000. Such delays in the despatch of the annual report and accounts had previously been the subject of announcements by the Company dated 11 June 1999, 2 August 1999, 27 September 1999, 27 October 1999, 17 December 1999, 1 June 2000, 5 October 2000, 16 October 2000, 19 October 2000, 27 October 2000 and 28 December 2000.

The Listing Committee is of the view that the obligations imposed by the then paragraphs 8 and 11(1) of the Listing Agreement that require a listed issuer to despatch its annual results and report within five months of the financial year end of the Company and interim results no later than three months following the interim financial period end of the issuer are aimed at ensuring the prompt dissemination of essential financial information on the affairs of the Company which the Company's shareholders and investing public are entitled to receive in order to properly appraise the position of the Company.

The Company was required under the then paragraph 8 of the Listing Agreement to despatch its annual report including audited accounts for the financial year ended 31 December 1998 by no later than 31 May 1999. These were in fact despatched only on 28 January 2000. Annual report including audited accounts for the financial year ended 31 December 1999, were due to despatch by 31 May 2000 and these were despatched only on 16 November 2000. The Company was further required under the then paragraph 11(1) of the Listing Agreement to be despatched its interim report by no later than 30 September 1999 for the six months ended 30 June 1999. This was not despatched until 17 April 2000. The interim report for the six months ended 30 June 2000 was due to be despatched by 30 September 2000. The Company did not do so until 28 December 2000.

Paragraph 12 of the Listing Agreement requires a listed issuer to inform the Exchange of any Board meeting at which any announcement of profits or losses for the year or half year is approved, at least seven clear business days before such a meeting. The Company held a Board Meeting on 27 April 2000 to approve the unaudited interim results for the financial period ended 30 June 1999. The Company notified the Exchange on 20 April 2000. This was not within the time frame prescribed by Paragraph 12 of the Listing Agreement.

The Listing Committee concluded, among other things, that:

  1. the Company was in breach of the then paragraphs 8 and 11(1) of the Listing Agreement; and also paragraph 12 of the current Listing Agreement; and

  2. each of the Relevant Directors of the Company has breached his or her respective Undertaking to procure that the Company complied with the Exchange Listing Rules in connection with the Company's said breaches mentioned in item (1) above.

Accordingly, the Company and each of the Relevant Directors are hereby publicly censured by the Listing Committee for the respective breaches set out in items (1) and (2) above.

For the avoidance of doubt the Exchange confirms that it is not publicly censuring any other past or present directors of the Company save for those named herein.

Updated 24 Jul 2001