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PUBLIC CENSURE ANNOUNCEMENT in respect of Dah Hwa International (Holdings) Limited (the "Company") and Madam Lee Shiao Yu Cho (ex-executive director), Mr Lee Sam Yuen, John (executive director) and Mr Stephen William Callister (executive director) (together the "Directors")

Regulatory
08 Apr 2003
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

PUBLIC CENSURE ANNOUNCEMENT
in respect of Dah Hwa International (Holdings) Limited (the "Company")
and
Madam Lee Shiao Yu Cho (ex-executive director)
Mr Lee Sam Yuen, John (executive director)
Mr Stephen William Callister (executive director)
(together the "Directors")


The Stock Exchange of Hong Kong Limited (the "Exchange") hereby publicly censures the Company and each of the above-mentioned Directors for breaches of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange Listing Rules"), the Listing Agreement and the Undertaking with regard to Directors given by the above-mentioned Directors to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules.

On 20 March 2003, the Listing Committee of the Exchange (the "Listing Committee") considered the Company's breaches of the Exchange Listing Rules and the Listing Agreement in relation to the connected transaction identified below which the Company and its subsidiaries (collectively referred to as the "Group") entered into between the period of 4 April 2000 to 31 March 2001.

By its announcement dated 24 January 2002 (the "Announcement"), the Company provided details of its breaches of Rule 14.26(6) of the Exchange Listing Rules and Paragraph 3.2.1 of Practice Note 19 to the Exchange Listing Rules in connection with the connected transaction mentioned below.

THE CONNECTED TRANSACTION

The Group made interest free advances of an aggregate amount of approximately HK$49,333,381, representing approximately 32.15% of the Group's net assets value of HK$153,446,203 as at 31 March 2001, to D.H. International Limited (the "Advances"), the Company's controlling shareholder.

The Company at the time of the Advances did not make disclosure by way of an announcement nor did it obtain prior independent shareholders' approval.

The Listing Committee is satisfied that the Company has breached Rule 14.26(6) of the Exchange Listing Rules and Paragraph 3.2.1 of Practice Note 19 to the Exchange Listing Rules.

The Listing Committee has also found that the Company failed to keep the Exchange and the Company's shareholders informed of the above matter as soon as reasonably practicable upon the making of the Advances. Therefore, the Company was also in breach of Paragraph 2 of the Listing Agreement.

Further, the Listing Committee also found that, by virtue of the breaches of the Exchange Listing Rules and the Listing Agreement by the Company, each of the Directors was in breach of his Undertaking, whereby each of them undertook to use his or her best endeavours to procure that the Company would comply with the Exchange Listing Rules from time to time in force.

Accordingly,

  1. the Company is publicly censured by the Listing Committee for

    1. its breach of Rule 14.26(6) of the Exchange Listing Rules;
    2. its breach of Paragraph 3.2.1 of Practice Note 19 to the Exchange Listing Rules in respect of the Advances; and
    3. its breach of Paragraph 2 of the Listing Agreement.

  2. the above-mentioned Directors are hereby publicly censured by the Listing Committee for breaches of their Undertakings in respect of the Company's breaches of Rule 14.26(6) of the Exchange Listing Rules, Paragraph 3.2.1 of Practice Note 19 to the Exchange Listing Rules and Paragraph 2 of the Listing Agreement as set out in 1 above.

For the avoidance of doubt, the Exchange confirms that in relation to this matter it is not publicly censuring any other past or present directors of the Company save for those mentioned herein.

Updated 08 Apr 2003