YEELEE - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: YEE LEE CORPORATION BHD
Stock Name: YEELEE
Date Announced: 06/09/2010
Announcement Detail:
Type: Announcement
Subject: YEE LEE CORPORATION BHD ("YLC")
(I) BONUS ISSUE OF 25,081,600 NEW ORDINARY SHARES OF RM1.00 EACH IN YLC ("YLC SHARES"), TO BE CREDITED AS FULLY PAID-UP, ON THE BASIS OF TWO (2) NEW YLC SHARES FOR EVERY FIVE (5) EXISTING YLC SHARES HELD ON THE ENTITLEMENT DATE ("BONUS ISSUE"); AND
(II) SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) YLC SHARE INTO TWO (2) ORDINARY SHARES OF RM0.50 EACH IN YLC ("SUBDIVIDED SHARES")
Contents: On behalf of the Board of Directors of YLC, AmInvestment Bank Berhad (a member of AmInvestment Bank Group) wishes to announce that a total number of 25,081,600 new YLC Shares will be issued pursuant to the Bonus Issue.
The enlarged issued and paid-up share capital comprising 87,785,600 YLC Shares after the Bonus Issue will be subdivided into 175,571,200 Subdivided Shares and the enlarged issued and paid-up share capital of YLC in the form of Subdivided Shares will be listed and quoted on Bursa Malaysia Securities Berhad on 7 September 2010.
This announcement is dated 6 September 2010.
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: YEE LEE CORPORATION BHD
Stock Name: YEELEE
Date Announced: 06/09/2010
Announcement Detail:
Type: Announcement
Subject: YEE LEE CORPORATION BHD ("YLC")
(I) BONUS ISSUE OF 25,081,600 NEW ORDINARY SHARES OF RM1.00 EACH IN YLC ("YLC SHARES"), TO BE CREDITED AS FULLY PAID-UP, ON THE BASIS OF TWO (2) NEW YLC SHARES FOR EVERY FIVE (5) EXISTING YLC SHARES HELD ON THE ENTITLEMENT DATE ("BONUS ISSUE"); AND
(II) SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) YLC SHARE INTO TWO (2) ORDINARY SHARES OF RM0.50 EACH IN YLC ("SUBDIVIDED SHARES")
Contents: On behalf of the Board of Directors of YLC, AmInvestment Bank Berhad (a member of AmInvestment Bank Group) wishes to announce that a total number of 25,081,600 new YLC Shares will be issued pursuant to the Bonus Issue.
The enlarged issued and paid-up share capital comprising 87,785,600 YLC Shares after the Bonus Issue will be subdivided into 175,571,200 Subdivided Shares and the enlarged issued and paid-up share capital of YLC in the form of Subdivided Shares will be listed and quoted on Bursa Malaysia Securities Berhad on 7 September 2010.
This announcement is dated 6 September 2010.
HSL - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: HOCK SENG LEE BERHAD
Stock Name: HSL
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary shares of RM0.20 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 1,000,000
Minimum price paid for each share purchased ($$): 1.620
Maximum price paid for each share purchased ($$): 1.620
Total consideration paid ($$): 1,620,000.00
Number of shares purchased retained in treasury (units): 1,000,000
Cumulative net outstanding treasury shares as at to-date (units): 36,823,700
Adjusted issued capital after cancellation (no. of shares) (units): 582,676,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 6.32
Company Name: HOCK SENG LEE BERHAD
Stock Name: HSL
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary shares of RM0.20 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 1,000,000
Minimum price paid for each share purchased ($$): 1.620
Maximum price paid for each share purchased ($$): 1.620
Total consideration paid ($$): 1,620,000.00
Number of shares purchased retained in treasury (units): 1,000,000
Cumulative net outstanding treasury shares as at to-date (units): 36,823,700
Adjusted issued capital after cancellation (no. of shares) (units): 582,676,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 6.32
TEKALA - Notice of Annual General Meeting and Notice of Dividend Entitlement
Announcement Type: General Announcement
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Type: Announcement
Subject: Notice of Annual General Meeting and Notice of Dividend Entitlement
Contents: We wish to announce that the Fifteenth Annual General Meeting ("AGM") of Tekala Corporation Berhad will be held at the Grand Ballroom, Hotel Sandakan, 4th Avenue, 90000 Sandakan, Sabah on 29 September 2010 at 11:00 a.m.
The full text of the Notice of the Fifteenth AGM and Notice of Dividend Entitlement to be appeared in the New Straits Times on 7 September 2010 is attached herewith to this announcement.
Attachments: Tekala Notice of AGM 2010.pdf
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Type: Announcement
Subject: Notice of Annual General Meeting and Notice of Dividend Entitlement
Contents: We wish to announce that the Fifteenth Annual General Meeting ("AGM") of Tekala Corporation Berhad will be held at the Grand Ballroom, Hotel Sandakan, 4th Avenue, 90000 Sandakan, Sabah on 29 September 2010 at 11:00 a.m.
The full text of the Notice of the Fifteenth AGM and Notice of Dividend Entitlement to be appeared in the New Straits Times on 7 September 2010 is attached herewith to this announcement.
Attachments: Tekala Notice of AGM 2010.pdf
TEKALA - First and Final Dividend
Announcement Type: Entitlements (Notice of Book Closure)
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
EX-date: 13/10/2010
Entitlement date: 15/10/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and final tax exempt dividend of 4% for the year ended 31 March 2010
Period of interest payment: to
Financial Year End: 31/03/2010
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel: 6 03 2264 3883
Payment date: 29/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 15/10/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 4
Remarks: The above dividend payment is subject to the approval of the members of the Company at the Fifteenth Annual General Meeting scheduled to be held on 29 September 2010.
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
EX-date: 13/10/2010
Entitlement date: 15/10/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and final tax exempt dividend of 4% for the year ended 31 March 2010
Period of interest payment: to
Financial Year End: 31/03/2010
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel: 6 03 2264 3883
Payment date: 29/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 15/10/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 4
Remarks: The above dividend payment is subject to the approval of the members of the Company at the Fifteenth Annual General Meeting scheduled to be held on 29 September 2010.
TEKALA - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back from: 01/09/2010
Date of buy back to: 03/09/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 107,900
Minimum price paid for each share purchased ($$): 0.740
Maximum price paid for each share purchased ($$): 0.750
Total amount paid for shares purchased ($$): 80,800.00
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 107,900
Total number of shares retained in treasury (units): 11,249,400
Number of shares purchased which were cancelled (units): 0
Date lodged with registrar of companies: 06/09/2010
Lodged by: Tekala Corporation Berhad
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back from: 01/09/2010
Date of buy back to: 03/09/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 107,900
Minimum price paid for each share purchased ($$): 0.740
Maximum price paid for each share purchased ($$): 0.750
Total amount paid for shares purchased ($$): 80,800.00
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 107,900
Total number of shares retained in treasury (units): 11,249,400
Number of shares purchased which were cancelled (units): 0
Date lodged with registrar of companies: 06/09/2010
Lodged by: Tekala Corporation Berhad
TEKALA - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary Shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 20,000
Minimum price paid for each share purchased ($$): 0.740
Maximum price paid for each share purchased ($$): 0.750
Total consideration paid ($$): 14,990.00
Number of shares purchased retained in treasury (units): 20,000
Cumulative net outstanding treasury shares as at to-date (units): 11,269,400
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 7.37
Company Name: TEKALA CORPORATION BERHAD
Stock Name: TEKALA
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary Shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 20,000
Minimum price paid for each share purchased ($$): 0.740
Maximum price paid for each share purchased ($$): 0.750
Total consideration paid ($$): 14,990.00
Number of shares purchased retained in treasury (units): 20,000
Cumulative net outstanding treasury shares as at to-date (units): 11,269,400
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 7.37
BCB - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: BCB BERHAD
Stock Name: BCB
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back from: 24/08/2010
Date of buy back to: 26/08/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 50,000
Minimum price paid for each share purchased ($$): 0.355
Maximum price paid for each share purchased ($$): 0.365
Total amount paid for shares purchased ($$): 18,108.26
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 50,000
Total number of shares retained in treasury (units): 4,933,600
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 06/09/2010
Lodged by: Tricor Corporate Services Sdn Bhd
(Formerly Known As PFA Malaysia Sdn Bhd)
Company Name: BCB BERHAD
Stock Name: BCB
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back from: 24/08/2010
Date of buy back to: 26/08/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 50,000
Minimum price paid for each share purchased ($$): 0.355
Maximum price paid for each share purchased ($$): 0.365
Total amount paid for shares purchased ($$): 18,108.26
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 50,000
Total number of shares retained in treasury (units): 4,933,600
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 06/09/2010
Lodged by: Tricor Corporate Services Sdn Bhd
(Formerly Known As PFA Malaysia Sdn Bhd)
TRANMIL - TRANSMILE RECEIVES PUBLIC REPRIMAND; FOUR FORMER DIRECTORS FINED TOTAL RM1.8 MILLION
Announcement Type: Listing Circular
Company Name: TRANSMILE GROUP BERHAD
Stock Name: TRANMIL
Date Announced: 06/09/2010
Announcement Detail:
Subject: TRANSMILE RECEIVES PUBLIC REPRIMAND; FOUR FORMER DIRECTORS FINED TOTAL RM1.8 MILLION
Contents: 1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Transmile Group Berhad ("TRANMIL" or "the Company") for breaches of paragraph 9.16(1)(a), 9.22(1) and 9.23 of the Listing Requirements of Bursa Securities ("LR").
2. Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
Pursuant to paragraph 9.22(1) of the LR, a listed issuer must give Bursa Securities for public release, an interim financial report that is prepared on a quarterly basis, as soon as the figures have been approved by the board of directors of the listed issuer, and in any event not later than 2 months after the end of each quarter of a financial year.
Paragraph 9.23 of the LR states that a listed issuer must ensure that the issuance of the annual audited accounts and annual report by a listed issuer shall be as follows:
(a) the annual report shall be issued to the listed issuer's shareholders and given to Bursa Securities within a period not exceeding 6 months from the close of the financial year of the listed issuer; and
(b) the annual audited accounts together with the auditors' and directors' reports shall, in any case, be given to Bursa Securities for public release, within a period not exceeding 4 months from the close of the financial year of the listed issuer unless the annual report is issued within a period of 4 months from the close of the financial year of the listed issuer.
Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. Bursa Securities had commenced enforcement proceedings against TRANMIL and its directors in May and July 2007 for the following alleged breaches of the LR pertaining to TRANMIL's delay in the submission of the Company's financial statements and the restatement of its financial results for years 2005 and 2006:-
i. paragraph 9.23(b) of the LR for failing to submit Company's annual audited accounts for the financial year ended 31 December 2006 ("AAA 2006") on or before 30 April 2007. The AAA 2006 together with the auditors' and directors' reports were only submitted on 2 July 2007; ii. paragraph 9.23(a) of the LR for failing to submit Company's annual report for the financial year ended 31 December 2006 ("AR 2006") on or before 30 June 2007. The AR 2006 was only submitted on 15 August 2007;
iii. paragraph 9.22(1) of the LR for failing to submit Company's quarterly report for the financial period ended 31 March 2007 ("1st QR 2007") on or before 31 May 2007. The 1st QR 2007 was only submitted on 15 August 2007;
iv. paragraph 9.16(1)(a) of the LR in respect of the Company's audited profit after tax and minority interest of RM84.386 million for the financial year ended 31 December 2005 announced on 27 April 2006 which was subsequently restated to an audited loss after tax and minority interest of RM369.563 million on 29 June 2007. The difference of RM453.949 million between TRANMIL's audited and restated audited results for the financial year ended 31 December 2005 represents a variance of approximately 537.9%; and
v. paragraph 9.16(1)(a) of the LR in respect of the Company's unaudited profit after tax and minority interest of RM157.538 million for the financial year ended 31 December 2006 reported in the fourth quarterly report for the financial year ended 31 December 2006 ("4th QR 2006") announced on 15 February 2007 which deviated from the audited loss after tax and minority interest of RM126.329 million announced on 29 June 2007. The difference of RM283.867 million between TRANMIL's unaudited and audited results for the financial year ended 31 December 2006 represents a variance of approximately 180.2%.
However, the High Court had on 28 March 2008 allowed TRANMIL's former Chief Executive Officer, Gan Boon Aun's application for leave to commence judicial review and to stay the enforcement proceedings of Bursa Securities. The Court of Appeal had subsequently on 21 November 2008 allowed Bursa Securities' appeal against the decision of the High Court and set aside the stay.
4. Upon completion of due process including the appeal process and after taking into consideration all facts and circumstances of the matter, Bursa Securities found TRANMIL to have breached the aforementioned provisions of the LR for which a public reprimand be imposed on the Company for each breach. 5. Bursa Securities also found the former directors of TRANMIL at the material time identified below to be in breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge TRANMIL to commit the above breaches of paragraphs 9.16(1)(a), 9.22(1) and 9.23(b) of the LR.
The former directors of TRANMIL who were found to be in breach and the penalties imposed are as follows :- No. Director Penalty 1. Gan Boon Aun
Chief Executive Officer
(Resigned on 2 August 2007) Public Reprimand and Fine of RM781,500 2. Khiudin bin Mohd @ Bidin
Executive Director (primarily responsible for the financial management of TRANMIL)
Audit Committee member
(Resigned on 12 June 2007) Public Reprimand and Fine of RM781,500 3. Chin Keem Feung
Independent Non Executive Director
Audit Committee Chairman
(Resigned on 12 June 2007) Public Reprimand and Fine of RM162,600 4. Shukri bin Sheikh Abdul Tawab
Independent Non Executive Director
Audit Committee member
(Resigned on 12 June 2007) Public Reprimand and Fine of RM162,600
6. The breaches of the LR by the Company and former directors were essentially arising from material transactions undertaken by a subsidiary, Transmile Air Services Sdn. Bhd. involving :- (a) overstatements of approximately 30% (ie. RM333 million) of TRANMIL's consolidated revenue reported for the financial year ended 31 December 2006 and 35% (ie. RM194 million) of the Company's consolidated revenue reported for the financial year ended 31 December 2005 for services which were never rendered; and
(b) additions to property, plant and equipment of RM341 million (ie. RM61 million, RM214 million and RM66 million in the financial year ended 31 December 2006, 2005 and 2004 respectively) which were not substantiated. The details of the audit issues which resulted in the breaches are set out in the findings of the special audit which were announced by the Company in its announcements dated 30 May 2007 and 16 June 2007.
7. The findings of breach and imposition of the above penalties on TRANMIL and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including in relation to the directors, their knowledge, involvement and their respective roles and responsibilities in TRANMIL particularly pertaining to review, maintenance and preparation of financial statements.
At the outset, the primary duty lies on listed issuers and their directors to ensure the proper discharge of the listed issuer's obligations under the LR including with regards to financial statements, ensuring proper maintenance of accounting records as will sufficiently explain the transactions and financial position of the listed issuer and provision of documents and records to facilitate and enable the preparation of true and fair view of the results of the business and the state of affairs of the listed issuer and timely submission of financial statements. Directors cannot abdicate their responsibilities and expect total assurance from management, the auditors or other third party without :-
(a) performing certain degree of supervision in relation to the financial affairs and accounts of the listed issuer;
(b) seek to be regularly apprised of the listed issuer's financial affairs; and
(c) evaluate and assess the controls and information to ensure, amongst others, the integrity of the listed issuer's financial information.
The directors having delegated certain functions, remains responsible and accountable for such delegated functions and must retain a residual duty of supervision and control.
In addition, directors are obliged to reasonably discern any irregularities that may exist on the face of the accounts and such financial documents submitted to them. Mere reliance without more by the directors would be unreasonable if the impugned transactions are of such a character and magnitude, so plain, so manifest and so simple of appreciation that no person with any degree of prudence would have relied on the information and advice without undertaking due inquiry and evaluation of the information procured.
In this matter, the above directors of TRANMIL had failed to detect the anomalies / irregularities from the transactions that have been made / purported to be made by the Company.
Further, the directors were apprised of audit issues relating to these transactions on 14 February 2007 and 15 February 2007 but failed to take reasonable efforts to discharge their duties to ascertain, address and resolve the issues to ensure the timely submission of TRANMIL's financial statements and veracity of the 4th QR 2006 released. It is unacceptable for the directors to approve the 4th AR 2006 and release the said quarterly results on 15 February 2007 particularly when there was a period of approximately 10 days before the due date for submission of the 4th QR 2006 on 28 February 2007. The directors also did not highlight the auditors' concern to the entire Board of Directors immediately upon being notified by the auditors.
These failures by the directors have resulted in the breaches of the LR.
8. The fines amounting to RM162,600 and RM781,000 were imposed on the respective former directors of TRANMIL after taking into consideration the materiality of the breaches and in particular the impact on TRANMIL's share price movement where the Company's share price had decreased from RM13.10 on the due date of submission of the AAA 2006 to RM4.64 on 3 July 2007 upon announcement of the restated audited results for the financial year ended 31 December 2005 and audited results for the financial year ended 31 December 2005 (ie. a decrease of approximately 65% of the Company's share price). 9. Bursa Securities emphasizes that timely and accurate submission of financial statements are fundamental obligations of companies listed on the Official List of Bursa Securities and are of paramount importance in ensuring a fair and orderly market for securities that are traded on Bursa Securities and crucial to aid informed investment decision.
10. Bursa Securities views the contraventions seriously and reminds TRANMIL and its Board of Directors on their responsibility to maintain appropriate standards of corporate responsibility and accountability to the Company's shareholders and the investing public.
11. Bursa Securities also wishes to state that the above enforcement actions taken by Bursa Securities are in respect of the LR and are separate and distinct from the pending criminal proceedings instituted by the Securities Commission against the directors for breaches of the securities laws and the civil suit instituted by TRANMIL against the former Chief Executive Officer for breach of his fiduciary duties to the Company.
Company Name: TRANSMILE GROUP BERHAD
Stock Name: TRANMIL
Date Announced: 06/09/2010
Announcement Detail:
Subject: TRANSMILE RECEIVES PUBLIC REPRIMAND; FOUR FORMER DIRECTORS FINED TOTAL RM1.8 MILLION
Contents: 1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Transmile Group Berhad ("TRANMIL" or "the Company") for breaches of paragraph 9.16(1)(a), 9.22(1) and 9.23 of the Listing Requirements of Bursa Securities ("LR").
2. Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
Pursuant to paragraph 9.22(1) of the LR, a listed issuer must give Bursa Securities for public release, an interim financial report that is prepared on a quarterly basis, as soon as the figures have been approved by the board of directors of the listed issuer, and in any event not later than 2 months after the end of each quarter of a financial year.
Paragraph 9.23 of the LR states that a listed issuer must ensure that the issuance of the annual audited accounts and annual report by a listed issuer shall be as follows:
(a) the annual report shall be issued to the listed issuer's shareholders and given to Bursa Securities within a period not exceeding 6 months from the close of the financial year of the listed issuer; and
(b) the annual audited accounts together with the auditors' and directors' reports shall, in any case, be given to Bursa Securities for public release, within a period not exceeding 4 months from the close of the financial year of the listed issuer unless the annual report is issued within a period of 4 months from the close of the financial year of the listed issuer.
Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. Bursa Securities had commenced enforcement proceedings against TRANMIL and its directors in May and July 2007 for the following alleged breaches of the LR pertaining to TRANMIL's delay in the submission of the Company's financial statements and the restatement of its financial results for years 2005 and 2006:-
i. paragraph 9.23(b) of the LR for failing to submit Company's annual audited accounts for the financial year ended 31 December 2006 ("AAA 2006") on or before 30 April 2007. The AAA 2006 together with the auditors' and directors' reports were only submitted on 2 July 2007; ii. paragraph 9.23(a) of the LR for failing to submit Company's annual report for the financial year ended 31 December 2006 ("AR 2006") on or before 30 June 2007. The AR 2006 was only submitted on 15 August 2007;
iii. paragraph 9.22(1) of the LR for failing to submit Company's quarterly report for the financial period ended 31 March 2007 ("1st QR 2007") on or before 31 May 2007. The 1st QR 2007 was only submitted on 15 August 2007;
iv. paragraph 9.16(1)(a) of the LR in respect of the Company's audited profit after tax and minority interest of RM84.386 million for the financial year ended 31 December 2005 announced on 27 April 2006 which was subsequently restated to an audited loss after tax and minority interest of RM369.563 million on 29 June 2007. The difference of RM453.949 million between TRANMIL's audited and restated audited results for the financial year ended 31 December 2005 represents a variance of approximately 537.9%; and
v. paragraph 9.16(1)(a) of the LR in respect of the Company's unaudited profit after tax and minority interest of RM157.538 million for the financial year ended 31 December 2006 reported in the fourth quarterly report for the financial year ended 31 December 2006 ("4th QR 2006") announced on 15 February 2007 which deviated from the audited loss after tax and minority interest of RM126.329 million announced on 29 June 2007. The difference of RM283.867 million between TRANMIL's unaudited and audited results for the financial year ended 31 December 2006 represents a variance of approximately 180.2%.
However, the High Court had on 28 March 2008 allowed TRANMIL's former Chief Executive Officer, Gan Boon Aun's application for leave to commence judicial review and to stay the enforcement proceedings of Bursa Securities. The Court of Appeal had subsequently on 21 November 2008 allowed Bursa Securities' appeal against the decision of the High Court and set aside the stay.
4. Upon completion of due process including the appeal process and after taking into consideration all facts and circumstances of the matter, Bursa Securities found TRANMIL to have breached the aforementioned provisions of the LR for which a public reprimand be imposed on the Company for each breach. 5. Bursa Securities also found the former directors of TRANMIL at the material time identified below to be in breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge TRANMIL to commit the above breaches of paragraphs 9.16(1)(a), 9.22(1) and 9.23(b) of the LR.
The former directors of TRANMIL who were found to be in breach and the penalties imposed are as follows :- No. Director Penalty 1. Gan Boon Aun
Chief Executive Officer
(Resigned on 2 August 2007) Public Reprimand and Fine of RM781,500 2. Khiudin bin Mohd @ Bidin
Executive Director (primarily responsible for the financial management of TRANMIL)
Audit Committee member
(Resigned on 12 June 2007) Public Reprimand and Fine of RM781,500 3. Chin Keem Feung
Independent Non Executive Director
Audit Committee Chairman
(Resigned on 12 June 2007) Public Reprimand and Fine of RM162,600 4. Shukri bin Sheikh Abdul Tawab
Independent Non Executive Director
Audit Committee member
(Resigned on 12 June 2007) Public Reprimand and Fine of RM162,600
6. The breaches of the LR by the Company and former directors were essentially arising from material transactions undertaken by a subsidiary, Transmile Air Services Sdn. Bhd. involving :- (a) overstatements of approximately 30% (ie. RM333 million) of TRANMIL's consolidated revenue reported for the financial year ended 31 December 2006 and 35% (ie. RM194 million) of the Company's consolidated revenue reported for the financial year ended 31 December 2005 for services which were never rendered; and
(b) additions to property, plant and equipment of RM341 million (ie. RM61 million, RM214 million and RM66 million in the financial year ended 31 December 2006, 2005 and 2004 respectively) which were not substantiated. The details of the audit issues which resulted in the breaches are set out in the findings of the special audit which were announced by the Company in its announcements dated 30 May 2007 and 16 June 2007.
7. The findings of breach and imposition of the above penalties on TRANMIL and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including in relation to the directors, their knowledge, involvement and their respective roles and responsibilities in TRANMIL particularly pertaining to review, maintenance and preparation of financial statements.
At the outset, the primary duty lies on listed issuers and their directors to ensure the proper discharge of the listed issuer's obligations under the LR including with regards to financial statements, ensuring proper maintenance of accounting records as will sufficiently explain the transactions and financial position of the listed issuer and provision of documents and records to facilitate and enable the preparation of true and fair view of the results of the business and the state of affairs of the listed issuer and timely submission of financial statements. Directors cannot abdicate their responsibilities and expect total assurance from management, the auditors or other third party without :-
(a) performing certain degree of supervision in relation to the financial affairs and accounts of the listed issuer;
(b) seek to be regularly apprised of the listed issuer's financial affairs; and
(c) evaluate and assess the controls and information to ensure, amongst others, the integrity of the listed issuer's financial information.
The directors having delegated certain functions, remains responsible and accountable for such delegated functions and must retain a residual duty of supervision and control.
In addition, directors are obliged to reasonably discern any irregularities that may exist on the face of the accounts and such financial documents submitted to them. Mere reliance without more by the directors would be unreasonable if the impugned transactions are of such a character and magnitude, so plain, so manifest and so simple of appreciation that no person with any degree of prudence would have relied on the information and advice without undertaking due inquiry and evaluation of the information procured.
In this matter, the above directors of TRANMIL had failed to detect the anomalies / irregularities from the transactions that have been made / purported to be made by the Company.
Further, the directors were apprised of audit issues relating to these transactions on 14 February 2007 and 15 February 2007 but failed to take reasonable efforts to discharge their duties to ascertain, address and resolve the issues to ensure the timely submission of TRANMIL's financial statements and veracity of the 4th QR 2006 released. It is unacceptable for the directors to approve the 4th AR 2006 and release the said quarterly results on 15 February 2007 particularly when there was a period of approximately 10 days before the due date for submission of the 4th QR 2006 on 28 February 2007. The directors also did not highlight the auditors' concern to the entire Board of Directors immediately upon being notified by the auditors.
These failures by the directors have resulted in the breaches of the LR.
8. The fines amounting to RM162,600 and RM781,000 were imposed on the respective former directors of TRANMIL after taking into consideration the materiality of the breaches and in particular the impact on TRANMIL's share price movement where the Company's share price had decreased from RM13.10 on the due date of submission of the AAA 2006 to RM4.64 on 3 July 2007 upon announcement of the restated audited results for the financial year ended 31 December 2005 and audited results for the financial year ended 31 December 2005 (ie. a decrease of approximately 65% of the Company's share price). 9. Bursa Securities emphasizes that timely and accurate submission of financial statements are fundamental obligations of companies listed on the Official List of Bursa Securities and are of paramount importance in ensuring a fair and orderly market for securities that are traded on Bursa Securities and crucial to aid informed investment decision.
10. Bursa Securities views the contraventions seriously and reminds TRANMIL and its Board of Directors on their responsibility to maintain appropriate standards of corporate responsibility and accountability to the Company's shareholders and the investing public.
11. Bursa Securities also wishes to state that the above enforcement actions taken by Bursa Securities are in respect of the LR and are separate and distinct from the pending criminal proceedings instituted by the Securities Commission against the directors for breaches of the securities laws and the civil suit instituted by TRANMIL against the former Chief Executive Officer for breach of his fiduciary duties to the Company.
CCK - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Submitting Merchant Bank: Not Applicable
Company Name: CCK CONSOLIDATED HOLDINGS BERHAD
Stock Name: CCK
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary Shares of RM0.50 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 30,000
Minimum price paid for each share purchased ($$): 0.690
Maximum price paid for each share purchased ($$): 0.690
Total consideration paid ($$): 20,851.41
Number of shares purchased retained in treasury (units): 30,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 3,617,960
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 2.29
Submitting Merchant Bank: Not Applicable
Company Name: CCK CONSOLIDATED HOLDINGS BERHAD
Stock Name: CCK
Date Announced: 06/09/2010
Announcement Detail:
Date of buy back: 06/09/2010
Description of shares purchased: Ordinary Shares of RM0.50 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 30,000
Minimum price paid for each share purchased ($$): 0.690
Maximum price paid for each share purchased ($$): 0.690
Total consideration paid ($$): 20,851.41
Number of shares purchased retained in treasury (units): 30,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 3,617,960
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 2.29
ATLAN - Second interim dividend
Announcement Type: Entitlements (Notice of Book Closure)
Submitting Merchant Bank: N/A
Company Name: ATLAN HOLDINGS BERHAD
Stock Name: ATLAN
Date Announced: 06/09/2010
Announcement Detail:
EX-date: 21/09/2010
Entitlement date: 23/09/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Second interim dividend
Entitlement description: Second Interim Dividend of 5% per share under single-tier system
Period of interest payment: to
Financial Year End: 28/02/2011
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House, Block D13
Pusat Dagangan Dana 1
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor
Tel: 603-78418000
Payment date: 18/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 23/09/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 5
Submitting Merchant Bank: N/A
Company Name: ATLAN HOLDINGS BERHAD
Stock Name: ATLAN
Date Announced: 06/09/2010
Announcement Detail:
EX-date: 21/09/2010
Entitlement date: 23/09/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Second interim dividend
Entitlement description: Second Interim Dividend of 5% per share under single-tier system
Period of interest payment: to
Financial Year End: 28/02/2011
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House, Block D13
Pusat Dagangan Dana 1
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor
Tel: 603-78418000
Payment date: 18/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 23/09/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 5
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