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CENSURE -- Bestway International Holdings Limited (the "Company") and Mr. Tang Kuan Chien, Mr. Chan Ying Kay, Mr. Hui Lap Chun (resigned effective 7th January 2002), Mr. Wong Chak Ming (resigned effective 2nd July 2002) and Mr. Yiu Wing Ngok (resigned effective 31st March 2002)(collectively, the "Relevant Directors")

Regulatory
17 Sep 2002

CENSURE

Bestway International Holdings Limited
(the "Company")
and
Mr. Tang Kuan Chien
Mr. Chan Ying Kay
Mr. Hui Lap Chun (resigned effective 7th January 2002)
Mr. Wong Chak Ming (resigned effective 2nd July 2002)
Mr. Yiu Wing Ngok (resigned effective 31st March 2002)
(collectively, the "Relevant Directors")


The Stock Exchange of Hong Kong Limited (The Exchange) hereby publicly censures the Company, Mr. Tang Kuan Chien, Mr. Chan Ying Kay, Mr. Hui Lap Chun, Mr. Wong Chak Ming and Mr. Yiu Wing Ngok in relation to the failure of the Company to:
  1. send its annual report and audited accounts for the financial year ended 31st March 2000 on time;

  2. to hold its annual general meeting for the financial year ended 31st March 2000 on time;

  3. to send its interim results for the half-year ended 30th September 2000 on time; and

  4. to publish in the newspapers a preliminary announcement of its interim results for the half-year ended 30th September 2000 on time. The failure constituted breaches of the Listing Agreement and the Director's Undertaking.

At a disciplinary hearing held on 9th July 2002 (the "Disciplinary Hearing"), the Listing Committee of the Exchange (the "Listing Committee") conducted a hearing into the conduct of, among others, the Company and the Relevant Directors, namely, Mr. Tang Kuan Chien (executive director of the Company), Mr. Chan Ying Kay (executive director of the Company), Mr. Hui Lap Chun (former executive director of the Company, resigned with effect from 7th January 2002), Mr. Wong Chak Ming (former executive director of the Company, resigned with effect from 2nd July 2002) and Mr. Yiu Wing Ngok (former executive director of the Company, resigned with effect from 31st March 2002).

The Company was required under: (i) 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; (ii) 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 (the "AGM"); (iii) paragraph 10(1) of the Listing Agreement to send to its shareholders its interim results no later than three months of its half-year; and (iv) paragraph 11(6) of the Listing Agreement to publish in the newspapers a preliminary announcement in respect of its interim results within three months of its half-year. For the financial year ended 31st March 2000, the Company's annual report and audited accounts were only sent on 27th October 2000 and the AGM was not held until 27th November 2000; and for the half-year ended 30th September 2000, the Company only announced its interim results on 22nd January 2001.

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), paragraphs 8(2), 10(1) and 11(6) of the Listing Agreement; and

  • Possible breaches by the Relevant Directors (among others) 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:

  1. the Company was in breach of the then paragraph 8(1), paragraphs 8(2), 10(1) and 11(6) of the Listing Agreement; and

  2. 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 17 Sep 2002

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