THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
The Listing Committee of The Stock Exchange of Hong Kong Limited (the Listing Committee) CENSURES the following parties for breaching the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Exchange Listing Rules):
1.
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eCyberChina Holdings Limited (the Company);
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2.
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Mr Li Zhao, a former executive director of the Company (resigned on 20 May 2003);
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3.
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Mr Lo Lap Ho, a former executive director of the Company (resigned on 30 June 2004); and
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4.
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Mr Lu Liang, an executive director of the Company.
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Further, the Listing Committee CRITICISES the following parties for breaching the Exchange Listing Rules:
1.
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Mr Thomson Lee, a former executive director of the Company (resigned on 11 June 2002);
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2.
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Mr Chen Wei, a former executive director of the Company (resigned on 31 December 2002);
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3.
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Mr Tsang Kar Tong, a former executive director of the Company (resigned on 31 May 2005);
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4.
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Mr Ng Yan, an executive director of the Company; and
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5.
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Mr Tao Wei Ming, an executive director of the Company.
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On 24 May 2005, the Listing Committee conducted a hearing into the conduct of, among others, the Company, Mr Li Zhao, Mr Lo Lap Ho, Mr Lu Liang, Mr Thomson Lee, Mr Chen Wei, Mr Tsang Kar Tong, Mr Ng Yan and Mr Tao Wei Ming (collectively, the Relevant Directors).
Relevant Provisions of the Exchange Listing Rules
The Company was required under:
(i) |
paragraph 8(1) of the then Listing Agreement to send to its shareholders its annual report and audited accounts within four months of the end of its financial year;
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(ii) |
paragraph 10(1) of the then Listing Agreement to send to its shareholders its interim report no later than three months of its half-year;
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(iii) |
paragraph 11(3)(i) of the then Listing Agreement to make an announcement within four months of the end of its financial year where it was unable to make an announcement of its preliminary results, setting out, among other things, the results for the financial year based on unaudited financial results;
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(iv) |
paragraph 11(1) of the then Listing Agreement and Rule 13.48(1) of the Exchange Listing Rules (which has taken effect from 31 March 2004) to publish in the newspapers its preliminary results in respect of its financial year end no later than four months after the date upon which the financial period ended; and
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(v) |
paragraph 11(6) of the then Listing Agreement and Rule 13.49(6) of the Exchange Listing Rules (which has taken effect from 31 March 2004) to publish in the newspapers a preliminary announcement in respect of its interim results within three months of its half-year.
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The Relevant Directors were required 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) to use their best endeavours to procure that the Company complied with the Exchange Listing Rules.
Case A
The annual results and the annual report for the year ended 30 June 2002 should have been published and despatched on or before 31 October 2002. However, they were not published and despatched until 27 June 2003 and 17 July 2003.
Case B
The interim results and interim report for the six month ended 31 December 2002(2003 Interim Results and 2003 Interim Report) should have been published and despatched on or before 31 March 2003. The annual results and the annual report for the year ended 30 June 2003 (2003 Annual Results and 2003 Annual Report) should have been published and despatched on or before 31 October 2003. The interim results and interim report for the six month ended 31 December 2003 (2004 Interim Results and 2004 Interim Report) should have been published and despatched on or before 31 March 2004.
By an announcement dated 13 August 2004, the Company informed its shareholders and the investing public that the publication of the 2003 Interim Results, 2003 Annual Results and 2004 Interim Results was further postponed to on or before 31 August 2004 and the despatch of the 2003 Interim Report, the 2003 Annual Report and the 2004 Interim Report was further postponed to on or before 14 September 2004.
Conclusion of the Listing Committee
The Listing Committee concluded as follows:
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The Company breached paragraphs 8(1), 10(1), 11(1), 11(3)(i) and 11(6) of the then Listing Agreement and Rules 13.48(1) and 13.49(6) of the Exchange Listing Rules;
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2. |
Mr Li Zhao, Mr Lo Lap Ho and Mr Lu Liang breached the Director's Undertaking in respect of Case A and Case B;
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3. |
Mr Thomson Lee and Mr Chen Wei breached the Director's Undertaking in respect of Case A; and
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4. |
Mr Tsang Kar Tong, Mr Ng Yan and Mr Tao Wei Ming breached the Director's Undertaking in respect of Case B.
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The Listing Committee decided to impose the following sanctions on the parties:
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a public censure on the Company for its breaches of paragraphs 8(1), 10(1), 11(1), 11(3)(i) and 11(6) of the then Listing Agreement and Rules 13.48(1) and 13.49(6) of the Exchange Listing Rules;
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a public censure on Mr Li Zhao, Mr Lo Lap Ho and Mr Lu Liang for their respective breaches of the Director's Undertaking; and
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a public statement which involves criticism on Mr Thomson Lee, Mr Chen Wei, Mr Tsang Kar Tong, Mr Ng Yan and Mr Tao Wei Ming for their respective breaches of the Director's Undertaking.
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Mr Li Qinyi (Mr Li) was also a member of the Company's Board of Directors at the material time. However, as he could not be located for service of the documents relating to the disciplinary hearing, the findings of the Listing Committee do not extend to him. The Exchange reserves its right to consider the position of Mr Li as and when he can be located and served with the relevant documents concerning the disciplinary proceedings.
For the avoidance of doubt, the Exchange confirms that these public sanctions apply only to the Company and the Relevant Directors and not to any other past or present members of the Board of Directors of the Company.
Richard Williams, Head of Listing, commented: "The timely publication of financial results is of paramount importance to shareholders and the market generally. The Exchange has repeatedly indicated that it will continue to take action against companies who fail to comply with the basic obligation to report their interim and final results on time. The Exchange would also stress that it is the primary responsibility of the directors to ensure that such information is prepared in a timely manner and that proper respect is paid to the requirement to keep shareholders and the market fully informed on a timely basis of the financial position of the company which they lead."