CENSURE -- In respect of UDL Holdings Limited (the "Company") and Mr. Leung Yat Tung (resigned effective 1 March 2001) ("Mr. Y.T. Leung")

Regulatory

31 Jul 2001

CENSURE

In respect of
UDL Holdings Limited
(the "Company")
and
Mr. Leung Yat Tung (resigned effective 1 March 2001) ("Mr. Y.T. Leung")

The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company and Mr. Y.T. Leung in relation to the failure of the Company to send its annual report and audited accounts for the year ended 31 March 1999 and to publish its interim results for the six months ended 30 September 1999 on time. The failure constituted breaches of the Listing Agreement and the Directors Undertaking.

At a disciplinary hearing held on 21 November 2000 and subsequently at a disciplinary (review) hearing held on 29 May 2001 (collectively, the "Disciplinary Hearings"), the Listing Committee of the Exchange (the "Listing Committee") conducted hearings into the conduct of, among others, the Company and Mr. Leung Yat Tung (former executive director of the Company, who resigned on 1 March 2001).

The Company was required by the Listing Agreement to send to its shareholders its annual report and audited accounts within five months of the end of its financial year, and to publish its interim results announcement within three months of the half-year. For the financial year ended 31 March 1999, the Companys annual report and audited accounts were sent only on 7 December 2000, some 15 months late; and for the half year ended 30 September 1999, the interim report was published on 31 May 2000, some five months late. The delays had been the subject of a series of seven announcements by the Company between the period 18 August 1999 to 30 May 2000.

The Disciplinary Hearings were conducted into the following issues:

Possible breach by the Company of its obligations under the then paragraphs 8(1) and 11(1) of the Listing Agreement.

Possible breaches by Mr. Y.T. Leung (among others) of his obligations under the Declaration and Undertaking with regard to Directors (the "Directors Undertaking") given by Mr. Y.T. Leung to the Exchange in the form set out in Appendix 5B to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange Listing Rules").

The Company and Mr. Y.T. Leung acknowledged that the delays in sending to the shareholders the annual report and audited accounts and publishing the interim results constituted a breach by the Company of the Listing Agreement.

The Listing Committee attaches great importance to compliance with these provisions, which are designed to ensure prompt dissemination of essential financial information on the affairs of the Company to shareholders and the public.

The Listing Committee took the view that the Company and Mr. Y.T. Leung had not made adequate efforts to discharge their respective obligations under the Listing Agreement and the Directors Undertaking.

The Listing Committee concluded, among other things:

the Company acted in breach of the then paragraphs 8(1) and 11(1) of the Listing Agreement; and
Mr. Y.T. Leung had breached his Directors Undertakings 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.

Accordingly, the Exchange hereby publicly censures the Company and Mr. Y.T. Leung for their respective breaches mentioned in (i) and (ii) above.

For the avoidance of doubt the Exchange confirms that this public censure applies only to the Company and the former director named herein and not to any other past or present member of the Board of Directors of the Company.

Updated 31 Jul 2001