Exchange censures directors

DIRECTORS of Double Kingdom Holdings have been censured by the stock exchange for breaching listing rules, in failing to ensure a free and open market existed in the company's shares.

The severe public censure is one in a recent series issued by the exchange's listing committee and comes on the back of new exchange proposals to cut down on listing abuses by tightening the rules.

In Double Kingdom's case, the exchange, on investigation, found that on the first day's trading of the stock in November 1991, 96 per cent of turnover was linked to an individual associated to directors.

The stock slumped five cents to $1.15 from the issue price of $1.20 on that day.

Those censured at the cordless telephone maker were group chairman and managing director Billy Leung Chung-hung; a director and former Securities and Futures Commission manager in capital markets, Paul Tse Po-lau; and Vincent Leung Kwok-hung, a founding member of the company.

Also censured were vice-chairman Victor Kwok Kam-shing, telecommunications engineer Stephen Tam Sang-kwong and marketing director Sunny Wong Sun-fat.


At the time of the Peregrine-sponsored and underwritten listing, the group said the subscription to the 75 million shares on offer had been 100 per cent oversubscribed.

After investigation the exchange said: ''The listing committee has concluded that the named directors funded the acquisition of shares by associates in order to ensure that shares of Double Kingdom ostensibly in public hands were held by the associates and were subject to control by the named directors in breach of the listing rules [8.08].'' The listing committee decided to publicly censure the directors for being in breach of their director's undertakings ''in that they caused or failed to take steps to avoid the creation of a false market in the shares of Double Kingdom''.

The exchange said the directors also caused or failed to take steps to avoid the creation of a restricted market in the shares of Double Kingdom following its flotation ''by failing to release information which might have been expected materially to affect market activity in and the price of such shares''.

The directors remaining on the board have undertaken to ensure future strict compliance to the rules of the exchange and those named along with their associates have confirmed they had disposed of their shares to independent third parties.


Disciplinary action has been taken in the past in relation to the listings of Hanwah Holdings, Termbray Industries International (Holdings) and Shun Shing Holdings.

According to comparative data from Bloomberg, Double Kingdom has under-performed the Hang Seng Index by 147.59 per cent since listing in November 1991. Since then the stock has fallen 33 per cent in price terms.


There was a brief period in the early days when the stock outperformed, from March to August 1992.

In the last 12 months the stock has under-performed the market by 65 per cent. However, it outperformed the index by almost 30 per cent in the first four months of this year, rising 2.5 per cent, against an index loss of 27 per cent.

Late last year China Treasure Investment failed to take over the company in a general offer, leaving it with some 39 per cent of the group. On January 17, five China Treasure directors joined the board.


After an initial period of profit in October last year the group announced an interim loss to the end of June of $11.4 million.

The new mainland shareholder plans to revitalise the company's fortunes by opening it to the growing domestic market for cordless telephones.