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CENSURE
in respect of
King Pacific International Holdings Limited (In liquidation)
(the "Company")
and
Mr. Cheng Chao Ming, Jenson
Mr. Cheung Kung Tai
Mr. Zeng Xiang Zhi
Mr. Cheung Yiu Wing
Mr. Cheung Wing Keung, Samuel
Mr. Cheung Lik Ping
Mr. Chen Vee Yong, Frederick
Mr. Chan Kin Shing, Henry
Mr. Xiong Pingbo, Paul
(collectively, the "Relevant Directors")
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At a disciplinary hearing held on 27 November 2001 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of, among others, the Company and each of the Relevant Directors.
The Company was required by the Listing Agreement to send to its shareholders its annual report and audited accounts within five months after the end of its financial year, and to publish its interim results announcement within three months after the half-year period. For the financial year ended 31 March 1999, the Company's annual report and audited accounts (the "1999 Annual Report") were sent only on 22 October 1999 and for the financial year ended 31 March 2000, the Company's annual report and audited accounts (the "2000 Annual Report") were sent only on 30 January 2001. For the half-year period ended 30 September 2000, the Company's interim report (the "2001 Interim Report") was only published on 9 May 2001. The delays had been the subject of a series of announcements made by the Company between the period from 28 August 1999 to 11 January 2001.
The Disciplinary Hearing was conducted into the following issues:
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Possible breaches by the Company of its obligations under the then paragraph 8(1) and paragraphs 10(1) and 11(6) of the Listing Agreement ("Paragraphs 8(1), 10(1) and 11(6)"); and
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Possible breaches by the Relevant Directors of their obligations under the Declaration and Undertaking with regard to Directors (the "Director's Undertaking") given by them 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 Listing Committee attaches great importance to compliance with these provisions, which are designed to ensure prompt dissemination of essential information on the affairs of the Company to its shareholders and the public.
The Listing Committee took the view that the Company and the Relevant Directors had not made adequate efforts to discharge their respective obligations under the Listing Agreement and the Director's Undertaking.
The Listing Committee concluded, among other things, that:
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the Company was in breach of Paragraph 8(1) in relation to both the 1999 and 2000 Annual Report and Paragraphs 10(1) and 11(6) in relation to the 2001 Interim Report;
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each of Mr. Cheng Chao Ming, Jenson, Mr. Cheung Kung Tai, Mr. Zeng Xiang Zhi, Mr. Cheung Yiu Wing, Mr. Cheung Wing Keung, Samuel, Mr. Cheung Lik Ping and Mr. Xiong Pingbo, Paul had breached the Director's Undertakings to comply to the best of his ability with the Exchange Listing Rules from time to time in force, and to use his best endeavours to procure that the Company would comply with the Exchange Listing Rules in connection with the Company's said breach of Paragraph 8(1) in relation to the 1999 Annual Report;
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each of Mr. Cheng Chao Ming, Jenson, Mr. Cheung Kung Tai, Mr. Zeng Xiang Zhi, Mr. Cheung Yiu Wing, Mr. Cheung Wing Keung, Samuel, Mr. Cheung Lik Ping and Mr. Chen Vee Yong, Frederick had breached the Director's Undertakings to comply to the best of his ability with the Exchange Listing Rules from time to time in force, and to use his best endeavours to procure that the Company would comply with the Exchange Listing Rules in connection with the Company's said breach of Paragraph 8(1) in relation to the 2000 Annual Report; and
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each of Mr. Cheng Chao Ming, Jenson, Mr. Cheung Kung Tai, Mr. Zeng Xiang Zhi, Mr. Cheung Yiu Wing, Mr. Cheung Wing Keung, Samuel, Mr. Chen Vee Yong, Frederick and Mr. Chan Kin Shing, Henry had breached the Director's Undertakings to comply to the best of his ability with the Exchange Listing Rules from time to time in force, and to use his best endeavours to procure that the Company would comply with the Exchange Listing Rules in connection with the Company's said breach of Paragraphs 10(1) and 11(6) in relation to the 2001 Interim Report.
Accordingly, the Exchange hereby publicly censures the Company and the Relevant Directors for their respective breaches mentioned in (i) to (iv) above.
Mr. Ching Kwok Leung ("Mr. Ching") was a member of the Board of Directors of the Company at the material time. However, as the Exchange had been unable to effect service of the documents relating to the disciplinary hearing on Mr. Ching, the findings of the Listing Committee do not extend to Mr. Ching. The Exchange reserves its right to consider the position of Mr. Ching as and when he can be served with the relevant documents concerning the disciplinary proceedings.
For the avoidance of doubt, the Exchange confirms that this public censure applies only to the Company and the Relevant Directors who were directors of the Company at the material time, and not to any other past or present members of the Board of Directors of the Company.
As the Company has not made any announcement about its winding up, shareholders of the Company should note that the Court of First Instance of the High Court of Hong Kong had made a winding up order against the Company on 3rd June 2002 and the Official Receiver has been appointed as provisional liquidator to deal with the affairs of the Company.
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