THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
CRITICISM
of
Everpride Biopharmaceutical Company Limited (“the Company”)
(Stock Code: 8019)
for delay in publication and despatch of its annual results and
annual report for the year ended 31 December 2005 and of its first quarterly report
for the period ended 31 March 2006, and for providing insufficient notice
of the board meetings held on 4 May 2006 and 15 May 2006
The Stock Exchange of Hong Kong Limited (the “Exchange”) hereby publicly criticises the Company: for failing to publish on time its annual results for the year ended 31 December 2005 thereby breaching Rule 18.49 of the GEM Listing Rules;
- for failing to despatch on time its annual report for the year ended 31 December 2005 thereby breaching Rules 18.03 and 18.48A of the GEM Listing Rules;
- for failing to despatch on time its first quarterly report for the three months ended 31 March 2006 thereby breaching Rule 18.66 of the GEM Listing Rules; and
for providing insufficient notice of the Company’s board meetings held on 4 May 2006 and 15 May 2006 thereby breaching Rule 17.48 of the GEM Listing Rules.
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Late publication and despatch of annual accounts for the year ended
31 December 2005
and of the first quarterly report for the three months ended
31 March 2006
The Company was required to:
| (i) |
send to its shareholders its annual report (the “2005 Annual Report”) and to publish in the newspapers its annual results (the “2005 Annual Results”) for the year ended 31 December 2005 within three months from the end of its financial year, i.e. on or before 31 March 2006; and
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| (ii) |
send to its shareholders its quarterly report for the three months ended 31 March 2006 (the “2006 First Quarterly Report”) within 45 days from the end of the said period, i.e. on or before 15 May 2006. |
The Company’s 2005 Annual Results and the 2005 Annual Report (including audited accounts) were not published and sent to the Company’s shareholders until 4 May 2006 and 19 May 2006 respectively, being one month and four days and one month and 19 days respectively after the prescribed period.
The Company’s First Quarterly Report was sent to the Company’s shareholders on 19 May 2006, being four days after the prescribed deadline.
Insufficient notice of the board meetings held on
4 May 2006
and
15 May 2006
The Company was also required to provide notice of at least seven clear business days for the board meetings at which the announcement of the Company’s 2005 Annual Results and the first quarterly results for the period ended 31 March 2006 (the “2006 First Quarterly Results”) were to be approved for publication.
The Company’s announcements providing notice of the board meeting for approval of the Company’s 2005 Annual Results (held on 4 May 2006) and the 2006 First Quarterly Results (held on 15 May 2006) were published on 27 April 2006 and 10 May 2006 respectively, the notice given being short of the prescribed period of seven clear business days.
The Company has admitted breaching the provisions of Rules 17.48, 18.03, 18.48A, 18.49 and 18.66 of the GEM Listing Rules (“GLR”).
Having considered the foregoing facts and the representations made by the parties concerned, the Listing Committee has concluded that the Company was in breach of Rules 17.48, 18.03, 18.48A, 18.49 and 18.66 of the GLR.
Accordingly, the Listing Committee hereby criticises the Company for the breaches mentioned above.
The Exchange confirms that this criticism applies only to the Company and not to any past or present member of the Board of Directors of the Company.
Richard Williams, Head of Listing, said, “This case reinforces the regulatory message that listed issuers are required to comply with their financial reporting obligations in a timely manner, to ensure that there is a fair, orderly and informed market for the trading of securities. Enforcement actions will be taken by the Exchange should listed issuers fail to comply with such basic obligations.”