CENSURE - Cedar Base Electronic (Group) Limited (the "Company") and Mr. Tong Yiu Lun, Mr. Yau Pui Kau, Ms. Wu Pik Ying, Mr. Ng Wa On (resigned on 11 March 2002), Mr. Cheung Ki Wai (resigned on 28 June 2001), Mr. Au Wun Lun (resigned on 22 February 2001), Mr. Chan Chi Shing, Willie and Mr. Fong Wang Fun (collectively the "Relevant Directors")

Regulatory

23 Jun 2002

CENSURE

Cedar Base Electronic (Group) Limited(the "Company")
and
Mr. Tong Yiu Lun
Mr. Yau Pui Kau
Ms. Wu Pik Ying
Mr. Ng Wa On (resigned on 11 March 2002)
Mr. Cheung Ki Wai (resigned on 28 June 2001)
Mr. Au Wun Lun (resigned on 22 February 2001)
Mr. Chan Chi Shing, Willie,
Mr. Fong Wang Fun
(collectively the "Relevant Directors")

The Stock Exchange of Hong Kong Limited (the Exchange) hereby publicly censures the Company, Mr. Tong Yiu Lun, Mr. Yau Pui Kau, Ms. Wu Pik Ying, Mr. Ng Wa On, Mr. Cheung Ki Wai, Mr. Au Wun Lun, Mr. Chan Chi Shing, Willie and Mr. Fong Wang Fun in relation to the failure of the Company to send its annual report and audited accounts for the financial year ended 31 March 2000 and to hold its Annual General Meeting for the financial year ended 31 March 2000 on time. The failure constituted breaches of the Listing Agreement and the Director's Undertaking.

At a disciplinary hearing held on 23 April 2002, (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of the Company and Mr. Tong Yiu Lun, Mr. Yau Pui Kau, Ms. Wu Pik Ying (being executive directors of the Company), Mr. Chan Chi Shing, Willie, Mr. Fong Wang Fun (independent non-executive directors of the Company), Mr. Cheung Ki Wai (former executive director of the Company, who resigned on 28 June 2001), Mr. Ng Wa On (former executive director of the Company, who resigned on 11 March 2002) and Mr. Au Wun Lun (former independent non-executive director of the Company, who resigned on 22 February 2001).

The Company was required under the then paragraph 8(1) of 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 paragraph 8(2) of the Listing Agreement to make up its annual accounts to a date not falling more than six months before the date of its annual general meeting. For the financial year ended 31 March 2000, the Company's annual report and audited accounts were only sent on 25 October 2000 and the Company's annual general meeting was not held until 28 December 2000. The Disciplinary Hearing was conducted into, among other things, the following issues:

Possible breaches by the Company of its obligations under the then paragraph 8(1) and paragraph 8(2) of the Listing Agreement; and
Possible breaches by the Relevant Directors of their obligations under the Declaration and Undertaking with regard to Directors given by them to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules (the "Director's Undertaking")

The Company acknowledged the said breaches 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 the shareholders and the public. The Listing Committee concluded, among other things, that:

The Company was in breach of the then paragraph 8(1) and paragraph 8(2) of the Listing Agreement; and
The Relevant Directors had breached their Director's Undertaking to comply to the best of their ability with the Exchange Listing Rules from time to time in force, and to use their best endeavours to procure that the Company of which they are/were directors would so comply.

Accordingly, the Listing Committee hereby publicly censures the Company and each of the Relevant Directors for their respective breaches mentioned in (1) and (2) above.

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

Updated 23 Jun 2002