Press Release
Publication of a Report on Oxford Properties & Finance Limited
Friday, December 21, 2001
The Government announced today (December 21) the publication of a report on Oxford Properties & Finance Limited ("Oxford") prepared by an inspector appointed by the Financial Secretary pursuant to section 33(3) of the Securities (Disclosure of Interests) Ordinance (Cap. 396).
The investigation was instigated in April 2000 upon the application of a group of minority shareholders of Oxford, who alleged that the company had breached the minimum public float requirement under the Listing Rules of the Stock Exchange of Hong Kong Limited (SEHK).
The inspector was required to examine the holdings of those persons then registered as shareholders of Oxford and to determine the beneficial ownership of their shareholdings. The inspector completed the investigation and submitted a report to the Financial Secretary on April 25, 2001.
The investigation reveals that the major shareholders of Oxford comprise 11 companies, which altogether hold nearly 90% of Oxford's total issued share capital. Based on his findings, the inspector reaches the conclusion that Mr James Lee, the founder and former chairman of Oxford controls or owns all of these 11 companies and is thus the true person financially interested in the company. The inspector is of the view that Mr James Lee appears to have breached the disclosure requirement under Cap. 396 and that Oxford appears to have breached the minimum public float requirement under the Listing Rules of the SEHK. After seeking legal advice, the Government has referred the matter to the SEHK for consideration of possible actions.
The inspector has made comments in the report on the protection of minority shareholders' interests and the duty of share registrars towards the shareholders of a listed company. The Government has referred the report to the Securities and Futures Commission (SFC), the Standing Committee on Company Law Reform and the Federation of Share Registrars Limited for consideration of the relevant issues. It is noted that the Code of Conduct for Share Registrar issued by the SFC and came into operation on 1 November 2001 has already addressed the inspector's comments on the operation of share registrars.
The inspector has suggested in the report possible prosecution but noted the impracticality of such action. This has been referred to the Department of Justice for consideration.
Meanwhile, under section 40 of Cap. 396, the Financial Secretary has directed Mr James Lee to repay the full expense of the investigation to the Government, which amounts to about HK$ 1.16 million.
Copies of the Report are available at the Government Publication Centre (Ground Floor, Queensway Government Offices Lower Block, 66 Queensway, Hong Kong). Members of the public may also have access to the Report on the Financial Services Bureau's website at