Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
UPDATE ON SUSPENSION OF TRADING
This announcement is made by the Board pursuant to Rule 13.24A of the Listing Rules.
The Board would like to provide the shareholders of the Company and the public with an update on matters pertaining to the Resumption, which include the Company's response to the Allegations in the Anonymous Report and a tentative timetable devised for the Resumption.
Trading in the Company's shares on the Stock Exchange will remain suspended pending the fulfilment of the Resumption Conditions.
This announcement is made by the board of directors (the Board) of Chaoda Modern Agriculture (Holdings) Limited (the Company, together with its subsidiaries, the Group) pursuant to Rule 13.24A of the Rules Governing the Listing of Securities (the Listing Rules) on The Stock Exchange of Hong Kong Limited (the Stock Exchange) to provide the shareholders of the Company and the public with an update on matters pertaining to the resumption of trading in the Company's shares (the Resumption) on the Stock Exchange.
As disclosed in the Company's announcement dated 10 May 2012, the Stock Exchange prescribed three conditions (the Resumption Conditions) for the Resumption, which include (i) addressing the allegations (the Allegations) made against the Company in a report issued by Anonymous Analytics on 26 September 2011 (the Anonymous Report); (ii) publishing all outstanding financial results and reports of the Group; and (iii) demonstrating the adequacy of the Company's financial reporting procedures and internal control systems to meet the obligations under the Listing Rules.
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In order to alleviate the concerns of the Company's shareholders and the public about the Group and to disperse any rumour or market speculation, the Board considers it in the best interests of the Company and its shareholders to first release the Company's response to and refutation of the Allegations contained in the Anonymous Report pending the fulfilment of the remaining Resumption Conditions.
ALLEGATIONS IN THE ANONYMOUS REPORT
The full version of the Anonymous Report can be accessed via the following link: ( http://zh.scribd.com/doc/66708096/Chaoda-Anonymous-Analytics-26-Sep-2011).
The Board considers that the Allegations contained in the Anonymous Report are untrue, unsubstantiated and libelous. The motive of the author of the Anonymous Report (who chose to maintain its anonymity and quote information selectively and out of context) is highly questionable.
Set out in each of the headed paragraphs below is what the Board considers to be the gist of the various attacks contained in the Anonymous Report to which the Board would address each of them in turn as follows:
z Previous changes of directors, officers and auditors of the Company were for reasons other than those stated in the Company's announcements
All previous announcements of the Company on changes to its directors, officers and auditors were based on information provided by those who resigned, were believed to be true and correct, and the former directors, officers and auditors had all confirmed in writing to the Company that they had no disagreement with the Company or, in the case of former auditors, were not aware of any significant matters that ought to be brought to the attention of their successors. They complied fully with the then applicable requirements of the Listing Rules.
The Board has no information from the persons or firms who or which resigned their positions, or from any other persons, that suggests that any of the previously announced changes of directors, officers or auditors were for reasons other than those stated.
z The Group's capital expenditures were overstated and higher than its peer as a cover to divert money out of the Group
The Group's capital expenditures on its property, plant and equipment (the PPE) as at the end of each financial year is recorded in the Group's audited consolidated financial statement for the relevant financial year.
For each of those financial statements that were released by the Company, they had been audited by external independent auditors of the Company, and clean audit opinions had consistently been issued.
For instance, as stated in the Company's announcement dated 3 June 2011, the Group had, as at 30 June 2010, expended a cumulative total of some RMB9,103 million on all its PPE, as noted in Note 16 to the Group's audited consolidated financial statements for the financial year ended 30 June 2010.
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As part of the Group's internal processes, the Group commissioned asset appraisal reports (the 2011 Valuation Reports) in September 2011 from Tianjin Xiong Fei Real
Estate Appraisal Limited (