PUBLIC CENSURE ANNOUNCEMENT
in respect of
Ms. Maria Olimpia Chan Oi Ling
Chairman and Executive Director
Mascotte Holdings Limited
|The Stock Exchange of Hong Kong hereby publicly censures Ms. Maria Olimpia Chan Oi Ling for breaches of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix 10 to the Exchange Listing Rules (the Model Code), and the Declaration and Undertaking with regard to Directors given by her to the Exchange in the form set out in Appendix 5B to the Exchange Listing Rules (the Director's Undertaking).
The Listing Committee of the Exchange has recently conducted a disciplinary hearing into the conduct of Ms. Maria Olimpia Chan Oi Ling, the Chairman and an executive director of the Company, in connection with the disposal of certain warrants in the Company within the first two days of the listing of the Company's securities on the Exchange by a private company controlled by a discretionary trust, of which Ms. Chan and her family members were discretionary objects. The securities of the Company were listed on the Exchange on 25 September 1997. The breaches were in respect of the following failure of Ms. Chan:
as the controlling shareholder of the Company, to observe the requirements of Rule 10.07 of the Exchange Listing Rules that Ms. Chan should, for a period of six months from the date on which dealings in the Company's securities commenced on the Exchange, procure that the registered holder of the subject warrants should not dispose of those warrants of which Ms. Chan was shown to be a beneficial owner in the Company's listing prospectus dated 10 September 1997; and
as the Company's Chairman, to give appropriate notification of the disposal of the subject warrants in accordance with Rule 3.13 of the Exchange Listing Rules and Rules B5 and B6 of the Model Code to the Board of Directors of the Company at a board meeting or the other directors appointed for the purpose and to receive a dated written acknowlegement, which resulted in incorrect information relating to Ms. Chan's interest in the Company being published in the Company's interim reports for the six-month periods ended 30 September 1997 and 30 September 1998 and annual report for the year ended 31 March 1998.
Ms. Chan has admitted breaching the relevant provisions of the Exchange Listing Rules, the Model Code and the Director's Undertaking.
The Listing Committee, having considered the submissions from the Listing Division and Ms. Chan, concluded that Ms. Chan breached the provisions of Rules 10.07 and 3.13 of the Exchange Listing Rules and Rules B5 and B6 of the Model Code and further breached the Director's Undertaking under which she undertook to comply to the best of her ability with the Exchange Listing Rules from time to time in force.
Accordingly, Ms. Chan is hereby publicly censured by the Listing Committee for breaches of Rules 3.13 and 10.07 of the Exchange Listing Rules, Rules B5 and B6 of the Model Code and the Director's Undertaking.
For the avoidance of doubt, the Exchange confirms that in relation to this matter it is not publicly censuring the Company or any present or former members of the Board of Directors of the Company, save for Ms. Chan.