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.
CHINA LONGEVITY GROUP COMPANY LIMITED ʕᎲ˂ණྠϞࠢʮ̡
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1863)
TRANSITIONAL ARRANGEMENTS FOR THE AMENDMENTS TO THE
DELISTING FRAMEWORK UNDER THE LISTING RULES
AND
UPDATE ON SUSPENSION OF TRADING
This announcement is made by China Longevity Group Company Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09 and Rule 13.24A of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).
Reference are made to the announcements of the Company dated 13 June 2014 and 18 September 2017 (the "Announcements"). Capitalised terms used herein shall have the same meanings as those defined in the Announcements.
TRANSITIONAL ARRANGEMENTS FOR THE AMENDMENTS TO THE DELISTING FRAMEWORK UNDER THE LISTING RULES
The shares of the Company have been suspended from trading on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") since 14 February 2013.
The Company would like to inform the Shareholders and potential investors of the Company that the amendments to the delisting framework under the Listing Rules will come into effect on 1 August 2018 ("Effective Date"), and the transitional provisions under the amended delisting framework would apply to the Company.
As the Shares will have been suspended from trading for more than 12 months as at the Effective Date, under Rule 6.01A(2)(b)(ii) of the Listing Rules, the Stock Exchange may cancel the Company's listing if trading in the Shares has remained suspended for 12 continuous months from the Effective Date.
The 12-month period expires on 31 July 2019. If the Company fails to resume trading in the Shares by 31 July 2019, the Listing Department of the Stock Exchange will recommend the Listing Committee of the Stock Exchange to proceed with the cancellation of the Company's listing. This is subject to the Stock Exchange's right to impose a shorter specific remedial period under Rule 6.10 of the Listing Rules if appropriate.
REGULATORY CONCERNS OF THE SECURITIES AND FUTURES COMMISSION
On 4 December 2014, the Securities and Futures Commission (the "SFC") directed the Stock Exchange to suspend trading in the shares in the Company pursuant to Rule 8(1) of the Securities and Futures (Stock Market Listing) Rules. Based on the letter the Company received from the SFC on 24 November 2014, the SFC identified material discrepancies between the bank balances of the Company's main operating subsidiary Fujian Sijia Industrial Material Co., Ltd* reported by the Company and those shown in the relevant bank statements obtained by the SFC (the "Discrepancy"). By reason of this, the SFC was of the view that materially false, incomplete or misleading information had been included in the Company's financial statements issued between 30 March 2012 and 15 September 2014 and that the related announcements issued by the Company are false or misleading by omission and that the market for the Company's shares was not properly informed.
To address this, the Company commissioned the Forensic Accountants to carry out an independent forensic accounting review on the Discrepancy. Based on the report of the Forensic Accountants, they were unable to reach a definite conclusion from their review primarily due to lack of relevant information and documents.
The Company has been liaising with the SFC with a view to address its regulatory concerns over the Discrepancy. Further announcement will be made by the Company as and when appropriate.
PROGRESS OF FULFILLMENT OF THE RESUMPTION CONDITIONS
The Board wishes to update the Shareholders that, as set out in the independent auditor's report on the consolidated financial statements of the Group for the financial year ended 31 December 2017, Zhonghui Anda CPA Limited was of the view that the said consolidated financial statements of the Group gave a true and fair view of the consolidated financial position of the Group as at 31 December 2017, and of its consolidated financial performance and its consolidated cash flows for the year then ended, and all the qualifications contained in the Group's auditor's reports on the earlier financial statements of the Group were removed.
The Company is working towards the fulfilment of the Resumption Conditions imposed by the Stock Exchange with its professional advisers. Further announcements will be made from time to time to keep the Shareholders updated with the latest development.
Trading of shares of the Company has been suspended since 14 February 2013 and will remain suspended until further notice.
By order of the Board
China Longevity Group Company Limited
Lin Shengxiong
Executive Director
Hong Kong, 1 August 2018
As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Lin Shengxiong, Mr. Huang Wanneng and Mr. Jiang Shisheng, and three independent non-executive Directors are Mr. Lau Chun Pong, Mr. Lu Jiayu and Ms. Jiang Ping.