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CRITICISM -- In respect of Ms. Leung Yu Oi Ling, Irene ("Ms. Irene Leung") of UDL Holdings Limited (the "Company")

Regulatory
14 Jan 2002
CRITICISM

In respect of
Ms. Leung Yu Oi Ling, Irene
("Ms. Irene Leung")
of
UDL Holdings Limited (the "Company")


The Stock Exchange of Hong Kong (The "Exchange") hereby publicly criticises Ms. Irene 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 Director's 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 Ms. Irene Leung (executive director of the Company).

At a further disciplinary (review) hearing held on 21 November 2001, the Listing Appeals Committee of the Exchange conducted a review hearing on the application by Ms. Irene Leung of the decision of the Listing Committee made at the disciplinary (review) hearing on 29 May 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 Company's 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 breach by Ms. Irene Leung (among others) of her obligations under the Declaration and Undertaking with regard to Directors (the "Director's Undertaking") given by Ms. Irene 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 Ms. Irene 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 concluded, among other things:

    1. there were breaches of the then paragraphs 8(1) and 11(1) of the Listing Agreement; and

    2. Ms. Irene Leung had breached 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 would so comply.

    The Listing Appeals Committee concluded that the appropriate sanction to be imposed on Ms. Irene Leung was a public statement which involved criticism.

    Accordingly, the Exchange hereby publicly criticises Ms. Irene Leung for her breach of the Director's Undertaking in connection with the said breaches of the Listing Agreement.

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

    Updated 14 Jan 2002