CIL HOLDINGS<0479> - Announcement
The Stock Exchange of Hong Kong Limited takes no
responsibility for the contents of this announcement,
makes no representation as to its accuracy or
completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of
this announcement.
CIL Holdings Limited
(incorporated in Bermuda with limited liability)
FURTHER DELAY IN THE PUBLICATION
OF THE RESULTS OF THE GROUP
FOR THE YEAR ENDED 30 JUNE 1999
AND
DESPATCH OF THE ANNUAL REPORT
The announcement of the final results of CIL Holdings
Limited for the year ended 30 June, 1999 will be further
deferred for the reasons set out below.
The delay in the publication of the audited consolidated
final results has constituted a breach of the Listing
Rules. In this regard, The Stock Exchange of Hong Kong
Limited (the "Stock Exchange") has expressly reserved its
rights to take appropriate action against the Company
and/or the Directors. The Company will apply for the
sanction of the Bermuda Registrar for the holding of a
general meeting to put the affairs of the Company in order.
It is anticipated that the interim results for the period
ended 31 December 1999 will be announced between the
period from 29 April 2000 and 13 May 2000. This will also
constitute a breach of the Listing Rules and the Stock
Exchange has expressly reserved its rights to take
appropriate action against the Company and/or the
Directors.
Subject to the decision of the Bermuda Registrar, the 1999
Annual General Meeting of the Company is proposed to be
convened and held on or before 31 May 2000.
Further to our announcements of 30 November 1999, 23
December, 1999 and 31 January 2000 respectively regarding
the publication of the final results for the year ended
30 June, 1999, the board of directors (the "Directors")
of CIL Holdings Limited (the "Company", which together
with its subsidiaries, the "Group") announces that due
to the fact that the auditors have not yet obtained all
the information they consider necessary for the purpose
of finalising their audit of the Company's accounts for
the year ended 30 June, 1999, including the confirmation
from one client in respect of our substantial claims in
a construction contract in particular, the final results
for publication have been further delayed. A request
arising from audit confirmation from such client in
respect of an amount of approximately HK$50,000,000 was
made in writing by a subsidiary of the Company on 4
December 1999. The client is a construction company in
Hong Kong.
Accordingly, it is expected that the final results for
the year ended 30 June 1999 will be published on or before
28 April, 2000. The annual report of the Company is
expected to be sent to shareholders on or before 8 May,
2000.
Since the Listing Agreement requires the annual report
to be despatched to the Company's shareholders within
five months of the year end, the Company is in breach of
this requirement and the Stock Exchange has indicated
that the extension of time will not be granted and has
expressly reserved its rights to take appropriate action
against the Company and/or the Directors for such breach.
The Company has received legal advice from Bermuda
lawyers to the extent that the failure to hold a 1999
Annual General Meeting no later than 31 March 2000 (at
which the results of the Group for the year ended 30 June
1999 would be expected to be considered) will constitute
a breach of the Bye-Laws of the Company. The Company will
take steps to apply for the sanction of the Registrar
of Companies in Bermuda ("Bermuda Registrar") for the
holding of a general meeting to put the affairs of the
Company in order, as the holding of an Annual General
Meeting after 31 March, 1999 is beyond the statutory time
set by the Companies Act 1981 of Bermuda (as amended).
Upon receipt of such an application, the Bermuda
Registrar may in its discretion make an order allowing
the application under such conditions as it deems fit to
impose, including ordering the date by which the affairs
of the Company shall be put in order.
Subject to the outcome of the application with the Bermuda
Registrar, the 1999 Annual General Meeting of the Company
is proposed to be convened and held on or before 31 May
2000.
The Directors are of the view that as more resources of
the Group should be diverted in concentrating the
completion of the final results, it is also anticipated
that the interim results of the Company for the period
ended 31 December 1999 will have to be delayed and will
be announced between the period from 29 April 2000 and
13 May 2000. This will also constitute a breach of the
Listing Rules and the Stock Exchange has expressly
reserved its rights to take appropriate action against
the Company and/or the Directors.
The Directors acknowledge that a director dealt in the
Shares of the Company on 24 January 2000 and that such
dealing constituted a breach of the undertakings given
in the Company's announcements dated 30 November 1999 and
21 January 2000 respectively. In this connection, the
Stock Exchange has indicated that it reserved the right
to take appropriate actions against the Company and/or
the Directors for such breach. The Directors have not
dealt in any Shares since 25 January 2000 and undertake
to the Stock Exchange that they will not deal in any Shares
until the audited consolidated final results for the year
ended 30 June 1999 and the interim results for the period
ended 31 December 1999 are published.
In the meantime, shareholders and investors are urged to
exercise extreme caution in dealing in the shares of the
Company.
By Order of the Board
CIL Holdings Limited
Joseph Szeto
Chairman and Managing Director
Hong Kong, 14 March 2000
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