N/A - Listing Circular
Announcement Type: Listing Circular
Company Name: LIQUA HEALTH CORPORATION BERHAD
Stock Name: N/A
Date Announced: 29/10/2010
Announcement Detail:
Subject: (I) PUBLIC REPRIMAND ON LIQUA HEALTH CORPORATION BERHAD
(II) PUBLIC REPRIMAND AND TOTAL FINES OF RM100,000 ON 4 DIRECTORS
Contents: Breaches of paragraphs 9.16(1)(a) and 16.11(b) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Liqua Health Corporation Berhad ("LIQUA" or "the Company") for breach of paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breach was committed while the Company was listed on the Official List of Bursa Securities.
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.
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. LIQUA had breached paragraph 9.16(1)(a) of the LR in respect of the Company's announcement dated 29 February 2008 on the fourth quarterly report for the financial year ended 31 December 2007 ("4th QR 2007"), in which the Company failed to provide, amongst others, impairment of goodwill on a subsidiary, Liqua Health Marketing Sdn. Bhd. ("LHM").
LIQUA had reported an unaudited loss after taxation and minority interest of RM11.079 million for the financial year ended 31 December 2007 in the 4th QR 2007. However, the Company had on 28 April 2008 reported an audited loss after taxation and minority interest of RM45.532 million in the annual audited accounts for the financial year ended 31 December 2007. The difference of RM34.453 million between the unaudited and audited results for the financial year ended 31 December 2007 represents a deviation of 312%.
4. Bursa Securities also found the directors of LIQUA 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 the Company to commit the above breach.
The directors found to be in breach and the penalties imposed are as follows:- No. Director Penalty Imposed 1. See Keng Leong
Executive Director (Appointed on 1 April 2003)
Director of Administration and Finance in charge of the Group's administrative and financial functions as well as its corporate affair since May 2002.
Resigned on 29 February 2008 Public Reprimand and Fine of RM50,000 2. Yogananthan a/l A. Paramasivam
Independent Non-Executive Director (From 17 August 2007)
Managing Director (From 7 January 2008 until 29 February 2008)
Resigned on 26 June 2008, re-appointed as a Non-Executive Director on 17 March 2008 and resigned again on 13 May 2008 Public Reprimand and Fine of RM50,000 3. Kong Sau Kian
Independent Non-Executive Director (From 17 December 2007) Audit Committee Chairman (From 26 December 2007)
Resigned on 3 April 2008 Public Reprimand 4. Yahya bin Razali
Independent Non-Executive Director
Audit Committee Member
(From 17 August 2007)
Resigned on 7 March 2008 Public Reprimand
The directors had failed to take reasonable efforts to discharge their duties to ascertain and ensure the 4th QR 2007 provided for the impairment of goodwill on LHM to give a true and fair view of the state affairs of the Company as at the financial year ended 31 December 2007 and in compliance with paragraph 9.16(1)(a) of the LR.
No impairment was made in the 4th QR 2007 premised on the fair value of LHM as assessed by Messrs Baker Tilly Monteiro Heng ("BTMH") in their valuation report dated 27 February 2008. However, BTMH had relied on, amongst others, the cash flow forecast and projections of LHM provided by the management which had included the sales collection of the products ordered pursuant to a Distribution Agreement dated 23 February 2007 ("DA") entered with Wynsum Healthy Living Sdn. Bhd. ("Wynsum"). Arising from Wynsum's failure to deliver the products, the DA was terminated on 21 January 2008.
Kong Sau Kian and Yahya bin Razali, being members of the Audit Committee and had the responsibility of, amongst others, reviewing the financial statements under the LR, had failed to take reasonable steps including reasonable care in the review of the valuation report to assess the impairment of goodwill on LHM which was one of the significant audit issues raised by the external auditors to the Audit Committee during the Audit Committee's meeting on 28 February 2008.
5. The finding of breach and imposition of the above penalties on LIQUA 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 respective roles and responsibilities in the Company particularly pertaining to the financial management and review of financial statements.
6. Bursa Securities views the above contravention seriously as the requirement for companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
Company Name: LIQUA HEALTH CORPORATION BERHAD
Stock Name: N/A
Date Announced: 29/10/2010
Announcement Detail:
Subject: (I) PUBLIC REPRIMAND ON LIQUA HEALTH CORPORATION BERHAD
(II) PUBLIC REPRIMAND AND TOTAL FINES OF RM100,000 ON 4 DIRECTORS
Contents: Breaches of paragraphs 9.16(1)(a) and 16.11(b) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Liqua Health Corporation Berhad ("LIQUA" or "the Company") for breach of paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breach was committed while the Company was listed on the Official List of Bursa Securities.
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.
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. LIQUA had breached paragraph 9.16(1)(a) of the LR in respect of the Company's announcement dated 29 February 2008 on the fourth quarterly report for the financial year ended 31 December 2007 ("4th QR 2007"), in which the Company failed to provide, amongst others, impairment of goodwill on a subsidiary, Liqua Health Marketing Sdn. Bhd. ("LHM").
LIQUA had reported an unaudited loss after taxation and minority interest of RM11.079 million for the financial year ended 31 December 2007 in the 4th QR 2007. However, the Company had on 28 April 2008 reported an audited loss after taxation and minority interest of RM45.532 million in the annual audited accounts for the financial year ended 31 December 2007. The difference of RM34.453 million between the unaudited and audited results for the financial year ended 31 December 2007 represents a deviation of 312%.
4. Bursa Securities also found the directors of LIQUA 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 the Company to commit the above breach.
The directors found to be in breach and the penalties imposed are as follows:- No. Director Penalty Imposed 1. See Keng Leong
Executive Director (Appointed on 1 April 2003)
Director of Administration and Finance in charge of the Group's administrative and financial functions as well as its corporate affair since May 2002.
Resigned on 29 February 2008 Public Reprimand and Fine of RM50,000 2. Yogananthan a/l A. Paramasivam
Independent Non-Executive Director (From 17 August 2007)
Managing Director (From 7 January 2008 until 29 February 2008)
Resigned on 26 June 2008, re-appointed as a Non-Executive Director on 17 March 2008 and resigned again on 13 May 2008 Public Reprimand and Fine of RM50,000 3. Kong Sau Kian
Independent Non-Executive Director (From 17 December 2007) Audit Committee Chairman (From 26 December 2007)
Resigned on 3 April 2008 Public Reprimand 4. Yahya bin Razali
Independent Non-Executive Director
Audit Committee Member
(From 17 August 2007)
Resigned on 7 March 2008 Public Reprimand
The directors had failed to take reasonable efforts to discharge their duties to ascertain and ensure the 4th QR 2007 provided for the impairment of goodwill on LHM to give a true and fair view of the state affairs of the Company as at the financial year ended 31 December 2007 and in compliance with paragraph 9.16(1)(a) of the LR.
No impairment was made in the 4th QR 2007 premised on the fair value of LHM as assessed by Messrs Baker Tilly Monteiro Heng ("BTMH") in their valuation report dated 27 February 2008. However, BTMH had relied on, amongst others, the cash flow forecast and projections of LHM provided by the management which had included the sales collection of the products ordered pursuant to a Distribution Agreement dated 23 February 2007 ("DA") entered with Wynsum Healthy Living Sdn. Bhd. ("Wynsum"). Arising from Wynsum's failure to deliver the products, the DA was terminated on 21 January 2008.
Kong Sau Kian and Yahya bin Razali, being members of the Audit Committee and had the responsibility of, amongst others, reviewing the financial statements under the LR, had failed to take reasonable steps including reasonable care in the review of the valuation report to assess the impairment of goodwill on LHM which was one of the significant audit issues raised by the external auditors to the Audit Committee during the Audit Committee's meeting on 28 February 2008.
5. The finding of breach and imposition of the above penalties on LIQUA 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 respective roles and responsibilities in the Company particularly pertaining to the financial management and review of financial statements.
6. Bursa Securities views the above contravention seriously as the requirement for companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
N/A - Listing Circular
Announcement Type: Listing Circular
Company Name: LIQUA HEALTH CORPORATION BERHAD
Stock Name: N/A
Date Announced: 29/10/2010
Announcement Detail:
Subject: PUBLIC REPRIMAND AND TOTAL FINES OF RM1.63 MILLION AGAINST 6 FORMER DIRECTORS OF LIQUA HEALTH CORPORATION BERHAD; 2 FORMER DIRECTORS ALSO ORDERED TO PAY COMPANY RM15,671,657
Contents: Breach of paragraph 8.23(2)(a)(i) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands and imposes a total fines of RM1,630,000 on 6 former directors of Liqua Health Corporation Berhad ("LIQUA" or "the Company") for breach of paragraph 8.23(2)(a)(i) of the LR.
In addition, the former managing director and an executive director are required to pay LIQUA the sum of RM15,671,647.
2. Paragraph 8.23(1) of the LR states that except as otherwise prohibited under the law or in relation to a foreign corporation, the relevant laws of the place of incorporation and subject to subparagraph (2) below, a listed issuer or its unlisted subsidiaries may only:- (a) lend or advance any money; or
(b) guarantee, indemnify or provide collateral for a debt, (referred to as "provision of financial assistance") to or in favour of the following:- (i) directors or employees of the listed issuer or its subsidiaries;
(ii) persons:- (aa) to whom the provision of financial assistance is necessary to facilitate; or
(bb) pursuant to;
the ordinary course of business of the listed issuer or its subsidiaries such as the provision of advances to its sub-contractors; or (iii) the subsidiaries or associated companies of the listed issuer, the listed issuer (in the case of the subsidiaries providing the financial assistance) or its immediate holding company which is listed. Paragraph 8.23(2)(a)(i) of the LR states that where a listed issuer or any of its subsidiaries provides financial assistance, the board of directors of such listed issuer must ensure that the provision of the financial assistance referred to in subparagraph (1) above is fair and reasonable to the listed issuer and is not to the detriment of the listed issuer and its shareholders.
3. The Wynsum Payments
LIQUA had between 23 March 2007 to 21 September 2007 made payments amounting to RM15,671,647 to Wynsum Healthy Living Sdn. Bhd. ("Wynsum") pursuant to a Distribution Agreement dated 23 February 2007 ("the DA") entered between Wynsum and Liqua Health Marketing Sdn. Bhd. ("LHM"), a subsidiary of LIQUA for the sale and distribution of certain health products.
The payments represented approximately 30% of the Company's net assets of RM52,011,074 as at 31 December 2006 and approximately 40% of the Company's total revenue of RM41,341,531 for the financial year ended 31 December 2007.
LIQUA / LHM never had any business transaction / track record with Wynsum prior to the DA and the DA consists of unusual terms where LHM agreed to, amongst others, that :- LHM shall pay Wynsum a license fee of USD$125,000 and a security deposit of USD25,000 within 6 months from the date of the DA; All payments are to be made by LHM to Wynsum not later than 30 days after presentation of invoice and confirmed sales order; and Upon receipt and confirmation of each order, Wynsum shall as soon as is practicable inform LHM of the estimated delivery date for the consignment. Wynsum shall use all reasonable endeavours to meet the delivery date, but time of delivery shall not be of the essence (unless expressly agreed in writing) and accordingly, Wynsum shall have no liability to LHM if, notwithstanding such endeavours, there is any delay in delivery.
Despite the DA being the first transaction with Wynsum, the terms of the transaction which were unusual and the materiality of the Wynsum Payments :-
i. No professional or legal advisers were appointed to vet through the DA;
ii. There was no feasibility study on the marketability and financial implications of the products even though a brief report was prepared; and
iii. No resolution was passed and prior approval was obtained from the Board of Directors of LIQUA in respect of the DA. The Board of Directors was only informed of the DA and the Wynsum Payments during the Board of Directors' meeting on 10 December 2007.
Further, the orders and payments were made even though LIQUA had yet to obtain the approvals of the Ministry of Health for all the products.
Notwithstanding the payments made to Wynsum, the products were never delivered.
4. Corporate Guarantees provided for the Wynsum Payments
LIQUA had issued a corporate guarantee in favour of HSBC Bank Malaysia Berhad ("HSBC") to secure the banking facilities of RM7.5 million and Kuwait Finance House (Malaysia) Berhad ("KFH") for banking facilities up to RM9.5 million on 24 July 2007 and 25 July 2007.
A total sum of RM13.2 million was disbursed from the banking facilities on 24 July 2007 and 6 August 2007 towards the Wynsum Payments.
5. Arising from the Wynsum Payments, LIQUA had made provision for doubtful debts and/or written off the Wynsum Payments in the Company's audited accounts for the financial year ended 31 December 2007 ("AAA 2007"). The external auditors had also expressed a disclaimer opinion in the AAA 2007 arising from the payments to Wynsum and consequently, LIQUA triggered the criterion in paragraph 2.1(d) of Practice Note 17/2005 ("PN17") and was classified as a PN17 Company on 23 April 2008. LIQUA had been de-listed on 10 April 2009 for failing to regularise the Company's financial condition.
Bursa Securities found that the former directors of LIQUA had failed to discharge their duties pursuant to paragraph 8.23(2)(a)(i) of the LR where they must ensure the payments made to Wynsum and/or the corporate guarantees issued in favour of HSBC and KFH were fair and reasonable to LIQUA and not to the detriment of LIQUA and its shareholders.
The former directors found to be in breach and the penalties imposed are as follows:- No. Director Penalty Imposed 1. Goh Bak Ming
Managing Director (From 1 April 2003 until 19 April 2007) Public Reprimand and fine of RM1,000,000
(with regards to the Wynsum Payments) 2. See Keng Leong
Executive Director (Appointed on 1 April 2003)
- Director of Administration and Finance in charge of the Group's administrative and financial functions as well as its corporate affair since May 2002.
Resigned on 29 February 2008 Public Reprimand and fine of RM500,000
(with regards to the Wynsum Payments and corporate guarantees to KFH and HSBC) 3. Dr. Fei Chong Ming
Deputy Executive Chairman (From 1 April 2003 until 28 August 2007) Public Reprimand and fine of RM100,000
(with regards to the corporate guarantee to KFH) 4. Ng Weng Cheong
Independent Non-Executive Director (Appointed on 9 February 2007)
Executive Director (Re-designated on 1 September 2007)
Resigned on 14 January 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) 5. Leow Yan Seong @ Liew Pin
Independent Non-Executive Director (Appointed on 29 June 2007)
Executive Director (Re-designated on 1 September 2007)
Resigned on 14 January 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) 6. Rohaya binti Hashim
Independent Non-Executive Director (Appointed on 29 June 2007)
Resigned on 26 June 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) In addition, Goh Bak Ming and See Keng Leong are required to pay the Wynsum Payments totalling a sum of RM15,671,647 which is outstanding / uncollected by LIQUA.
7. The finding of breach and imposition of the above penalties on LIQUA 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, conduct and respective roles and responsibilities in the Company, amongst others, as follow :-
(a) Goh Bak Ming was the Managing Director of LIQUA (from 1 April 2003 until 19 April 2007) and thereafter remained as the Managing Director of LHM until 9 June 2008 and had executed the DA, approved the purchase orders and authorised the payments to Wynsum; (b) See Keng Leong was the Executive Director in charge of the Group's financial functions and aware of the DA, the payments to Wynsum and had authorised LIQUA to issue the corporate guarantees to KFH and HSBC;
(c) Dr. Fei Chong Ming, Ng Weng Cheong, Leow Yan Seong @ Liew Pin and Rohaya binti Hashim, in authorising LIQUA to issue the corporate guarantees to KFH and/or HSBC vide directors' circular resolutions dated 9 July 2007 and 23 July 2007, they had a duty to ensure that the corporate guarantees were fair and reasonable to LIQUA and not to the detriment of LIQUA and its shareholders in accordance with the LR.
They had failed to discharge their duty and take reasonable steps including ensuring that there was proper prior Board discussion and deliberation on the issuance of the corporate guarantees to KFH and HSBC in view of the materiality of the corporate guarantees and assessment of the system of internal control in place so as to provide reasonable assurance of compliance with the LR and safeguards against unauthorized use and disposition with regards to the utilization of the monies from the banking facilities. 8. Bursa Securities views a contravention of paragraph 8.23 of the LR seriously as it is one of the key investor protection requirements under the LR which serve to ensure proper preservation and employment of the Company's assets in business.
Company Name: LIQUA HEALTH CORPORATION BERHAD
Stock Name: N/A
Date Announced: 29/10/2010
Announcement Detail:
Subject: PUBLIC REPRIMAND AND TOTAL FINES OF RM1.63 MILLION AGAINST 6 FORMER DIRECTORS OF LIQUA HEALTH CORPORATION BERHAD; 2 FORMER DIRECTORS ALSO ORDERED TO PAY COMPANY RM15,671,657
Contents: Breach of paragraph 8.23(2)(a)(i) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands and imposes a total fines of RM1,630,000 on 6 former directors of Liqua Health Corporation Berhad ("LIQUA" or "the Company") for breach of paragraph 8.23(2)(a)(i) of the LR.
In addition, the former managing director and an executive director are required to pay LIQUA the sum of RM15,671,647.
2. Paragraph 8.23(1) of the LR states that except as otherwise prohibited under the law or in relation to a foreign corporation, the relevant laws of the place of incorporation and subject to subparagraph (2) below, a listed issuer or its unlisted subsidiaries may only:- (a) lend or advance any money; or
(b) guarantee, indemnify or provide collateral for a debt, (referred to as "provision of financial assistance") to or in favour of the following:- (i) directors or employees of the listed issuer or its subsidiaries;
(ii) persons:- (aa) to whom the provision of financial assistance is necessary to facilitate; or
(bb) pursuant to;
the ordinary course of business of the listed issuer or its subsidiaries such as the provision of advances to its sub-contractors; or (iii) the subsidiaries or associated companies of the listed issuer, the listed issuer (in the case of the subsidiaries providing the financial assistance) or its immediate holding company which is listed. Paragraph 8.23(2)(a)(i) of the LR states that where a listed issuer or any of its subsidiaries provides financial assistance, the board of directors of such listed issuer must ensure that the provision of the financial assistance referred to in subparagraph (1) above is fair and reasonable to the listed issuer and is not to the detriment of the listed issuer and its shareholders.
3. The Wynsum Payments
LIQUA had between 23 March 2007 to 21 September 2007 made payments amounting to RM15,671,647 to Wynsum Healthy Living Sdn. Bhd. ("Wynsum") pursuant to a Distribution Agreement dated 23 February 2007 ("the DA") entered between Wynsum and Liqua Health Marketing Sdn. Bhd. ("LHM"), a subsidiary of LIQUA for the sale and distribution of certain health products.
The payments represented approximately 30% of the Company's net assets of RM52,011,074 as at 31 December 2006 and approximately 40% of the Company's total revenue of RM41,341,531 for the financial year ended 31 December 2007.
LIQUA / LHM never had any business transaction / track record with Wynsum prior to the DA and the DA consists of unusual terms where LHM agreed to, amongst others, that :- LHM shall pay Wynsum a license fee of USD$125,000 and a security deposit of USD25,000 within 6 months from the date of the DA; All payments are to be made by LHM to Wynsum not later than 30 days after presentation of invoice and confirmed sales order; and Upon receipt and confirmation of each order, Wynsum shall as soon as is practicable inform LHM of the estimated delivery date for the consignment. Wynsum shall use all reasonable endeavours to meet the delivery date, but time of delivery shall not be of the essence (unless expressly agreed in writing) and accordingly, Wynsum shall have no liability to LHM if, notwithstanding such endeavours, there is any delay in delivery.
Despite the DA being the first transaction with Wynsum, the terms of the transaction which were unusual and the materiality of the Wynsum Payments :-
i. No professional or legal advisers were appointed to vet through the DA;
ii. There was no feasibility study on the marketability and financial implications of the products even though a brief report was prepared; and
iii. No resolution was passed and prior approval was obtained from the Board of Directors of LIQUA in respect of the DA. The Board of Directors was only informed of the DA and the Wynsum Payments during the Board of Directors' meeting on 10 December 2007.
Further, the orders and payments were made even though LIQUA had yet to obtain the approvals of the Ministry of Health for all the products.
Notwithstanding the payments made to Wynsum, the products were never delivered.
4. Corporate Guarantees provided for the Wynsum Payments
LIQUA had issued a corporate guarantee in favour of HSBC Bank Malaysia Berhad ("HSBC") to secure the banking facilities of RM7.5 million and Kuwait Finance House (Malaysia) Berhad ("KFH") for banking facilities up to RM9.5 million on 24 July 2007 and 25 July 2007.
A total sum of RM13.2 million was disbursed from the banking facilities on 24 July 2007 and 6 August 2007 towards the Wynsum Payments.
5. Arising from the Wynsum Payments, LIQUA had made provision for doubtful debts and/or written off the Wynsum Payments in the Company's audited accounts for the financial year ended 31 December 2007 ("AAA 2007"). The external auditors had also expressed a disclaimer opinion in the AAA 2007 arising from the payments to Wynsum and consequently, LIQUA triggered the criterion in paragraph 2.1(d) of Practice Note 17/2005 ("PN17") and was classified as a PN17 Company on 23 April 2008. LIQUA had been de-listed on 10 April 2009 for failing to regularise the Company's financial condition.
Bursa Securities found that the former directors of LIQUA had failed to discharge their duties pursuant to paragraph 8.23(2)(a)(i) of the LR where they must ensure the payments made to Wynsum and/or the corporate guarantees issued in favour of HSBC and KFH were fair and reasonable to LIQUA and not to the detriment of LIQUA and its shareholders.
The former directors found to be in breach and the penalties imposed are as follows:- No. Director Penalty Imposed 1. Goh Bak Ming
Managing Director (From 1 April 2003 until 19 April 2007) Public Reprimand and fine of RM1,000,000
(with regards to the Wynsum Payments) 2. See Keng Leong
Executive Director (Appointed on 1 April 2003)
- Director of Administration and Finance in charge of the Group's administrative and financial functions as well as its corporate affair since May 2002.
Resigned on 29 February 2008 Public Reprimand and fine of RM500,000
(with regards to the Wynsum Payments and corporate guarantees to KFH and HSBC) 3. Dr. Fei Chong Ming
Deputy Executive Chairman (From 1 April 2003 until 28 August 2007) Public Reprimand and fine of RM100,000
(with regards to the corporate guarantee to KFH) 4. Ng Weng Cheong
Independent Non-Executive Director (Appointed on 9 February 2007)
Executive Director (Re-designated on 1 September 2007)
Resigned on 14 January 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) 5. Leow Yan Seong @ Liew Pin
Independent Non-Executive Director (Appointed on 29 June 2007)
Executive Director (Re-designated on 1 September 2007)
Resigned on 14 January 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) 6. Rohaya binti Hashim
Independent Non-Executive Director (Appointed on 29 June 2007)
Resigned on 26 June 2008 Public Reprimand and fine of RM10,000
(with regards to the corporate guarantees to KFH and HSBC) In addition, Goh Bak Ming and See Keng Leong are required to pay the Wynsum Payments totalling a sum of RM15,671,647 which is outstanding / uncollected by LIQUA.
7. The finding of breach and imposition of the above penalties on LIQUA 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, conduct and respective roles and responsibilities in the Company, amongst others, as follow :-
(a) Goh Bak Ming was the Managing Director of LIQUA (from 1 April 2003 until 19 April 2007) and thereafter remained as the Managing Director of LHM until 9 June 2008 and had executed the DA, approved the purchase orders and authorised the payments to Wynsum; (b) See Keng Leong was the Executive Director in charge of the Group's financial functions and aware of the DA, the payments to Wynsum and had authorised LIQUA to issue the corporate guarantees to KFH and HSBC;
(c) Dr. Fei Chong Ming, Ng Weng Cheong, Leow Yan Seong @ Liew Pin and Rohaya binti Hashim, in authorising LIQUA to issue the corporate guarantees to KFH and/or HSBC vide directors' circular resolutions dated 9 July 2007 and 23 July 2007, they had a duty to ensure that the corporate guarantees were fair and reasonable to LIQUA and not to the detriment of LIQUA and its shareholders in accordance with the LR.
They had failed to discharge their duty and take reasonable steps including ensuring that there was proper prior Board discussion and deliberation on the issuance of the corporate guarantees to KFH and HSBC in view of the materiality of the corporate guarantees and assessment of the system of internal control in place so as to provide reasonable assurance of compliance with the LR and safeguards against unauthorized use and disposition with regards to the utilization of the monies from the banking facilities. 8. Bursa Securities views a contravention of paragraph 8.23 of the LR seriously as it is one of the key investor protection requirements under the LR which serve to ensure proper preservation and employment of the Company's assets in business.
MCMTECH - General Announcement
Announcement Type: General Announcement
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: Principal Officer's Disclosure of Dealings pursuant to Rule 14.08 of Bursa Malaysia Securities Berhad ACE Market Listing Requirements
Contents: The following Principal Officer has transacted dealings in the securities of the Company in relation to the acceptance of the Conditional Voluntary Take-Over Offer by Mezzanine Capital (Malaysia) Sdn Bhd as set out in Table 1 hereunder.
This announcement is dated 29 October 2010.
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: Principal Officer's Disclosure of Dealings pursuant to Rule 14.08 of Bursa Malaysia Securities Berhad ACE Market Listing Requirements
Contents: The following Principal Officer has transacted dealings in the securities of the Company in relation to the acceptance of the Conditional Voluntary Take-Over Offer by Mezzanine Capital (Malaysia) Sdn Bhd as set out in Table 1 hereunder.
This announcement is dated 29 October 2010.
MCMTECH - General Announcement
Announcement Type: General Announcement
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: Notification Pursuant to Rule 14.08(a) of Bursa Malaysia Securities Berhad ACE Market Listing Requirements
Contents: We had today received notification dated 28 October 2010 from Y. Bhg. Tan Sri Azman Hashim ("TSAH"), a Director of MCM Technologies Berhad ("MCMTech") that he and/or his family owned companies including Amcorp Group Berhad (Formerly known as AmcorpGroup Berhad) and its subsidiaries intend to deal in the securities of MCMTech during closed period.
TSAH's current interest in the shares of MCMTech is set out in the Table below.
This announcement is dated 29 October 2010.
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: Notification Pursuant to Rule 14.08(a) of Bursa Malaysia Securities Berhad ACE Market Listing Requirements
Contents: We had today received notification dated 28 October 2010 from Y. Bhg. Tan Sri Azman Hashim ("TSAH"), a Director of MCM Technologies Berhad ("MCMTech") that he and/or his family owned companies including Amcorp Group Berhad (Formerly known as AmcorpGroup Berhad) and its subsidiaries intend to deal in the securities of MCMTech during closed period.
TSAH's current interest in the shares of MCMTech is set out in the Table below.
This announcement is dated 29 October 2010.
MCMTECH - General Announcement
Announcement Type: General Announcement
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: MCM TECHNOLOGIES BERHAD ("MCMTECH")
- CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY MEZZANINE CAPITAL (MALAYSIA) SDN BHD ("OFFEROR") THROUGH ECM LIBRA INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN MCMTECH ("MCMTECH SHARES") NOT ALREADY OWNED BY THE OFFEROR AND ALL THE NEW MCMTECH SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED PURSUANT TO MCMTECH'S EMPLOYEES' SHARE OPTION SCHEME (COLLECTIVELY "OFFER SHARES") AT A CASH CONSIDERATION OF RM0.13 PER OFFER SHARE ("OFFER")
Contents: We refer to our announcements dated 24 September 2010 and 14 October 2010 on the notice of the Offer and the posting of the offer document relating to the Offer respectively.
During the offer period which commenced on 23 September 2010, a chief executive of MCMTech has an obligation to disclose his/her dealings in the shares of MCMTech to Bursa Malaysia Securities Berhad ("Bursa Securities") and the Securities Commission and announced by way of a press notice. Bursa Securities requires that the disclosure to Bursa Securities to be announced via the Bursa LINK.
MCMTech wishes to announce that Soh Kong Fai, the Chief Executive Officer of MCMTech, had on 29 October 2010 pursuant to Section 36 of the Malaysian Code on Take-Overs and Mergers 1998 and Rule 11.07 of the Bursa Securities ACE Market Listing Requirements informed that, he has accepted the Offer.
A copy of the press notice dated 29 October 2010 is attached.
This announcement is dated 29 October 2010.
Attachments: Press Notice-Soh Kong Fai.pdf
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: MCM TECHNOLOGIES BERHAD ("MCMTECH")
- CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY MEZZANINE CAPITAL (MALAYSIA) SDN BHD ("OFFEROR") THROUGH ECM LIBRA INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN MCMTECH ("MCMTECH SHARES") NOT ALREADY OWNED BY THE OFFEROR AND ALL THE NEW MCMTECH SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED PURSUANT TO MCMTECH'S EMPLOYEES' SHARE OPTION SCHEME (COLLECTIVELY "OFFER SHARES") AT A CASH CONSIDERATION OF RM0.13 PER OFFER SHARE ("OFFER")
Contents: We refer to our announcements dated 24 September 2010 and 14 October 2010 on the notice of the Offer and the posting of the offer document relating to the Offer respectively.
During the offer period which commenced on 23 September 2010, a chief executive of MCMTech has an obligation to disclose his/her dealings in the shares of MCMTech to Bursa Malaysia Securities Berhad ("Bursa Securities") and the Securities Commission and announced by way of a press notice. Bursa Securities requires that the disclosure to Bursa Securities to be announced via the Bursa LINK.
MCMTech wishes to announce that Soh Kong Fai, the Chief Executive Officer of MCMTech, had on 29 October 2010 pursuant to Section 36 of the Malaysian Code on Take-Overs and Mergers 1998 and Rule 11.07 of the Bursa Securities ACE Market Listing Requirements informed that, he has accepted the Offer.
A copy of the press notice dated 29 October 2010 is attached.
This announcement is dated 29 October 2010.
Attachments: Press Notice-Soh Kong Fai.pdf
MCMTECH - General Announcement
Announcement Type: General Announcement
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: MCM TECHNOLOGIES BERHAD ("MCMTECH")
- CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY MEZZANINE CAPITAL (MALAYSIA) SDN BHD (THE "OFFEROR") THROUGH ECM LIBRA INVESTMENT BANK BERHAD ("ECM LIBRA") TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN MCMTECH ("MCMTECH SHARES") NOT ALREADY OWNED BY THE OFFEROR AND ALL THE NEW MCMTECH SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED PURSUANT TO MCMTECH'S EMPLOYEES' SHARE OPTION SCHEME (COLLECTIVELY "OFFER SHARES") AT A CASH CONSIDERATION OF RM0.13 PER OFFER SHARE ("OFFER") - NON-COMPLIANCE WITH PUBLIC SHAREHOLDING SPREAD PURSUANT TO RULE 8.02(1) OF BURSA MALAYSIA SECURTIES BERHAD'S ("BURSA SECURITIES") ACE MARKET LISTING REQUIREMENTS ("ACE LISTING REQUIREMENTS")
Contents: We refer to our earlier announcement dated 28 October 2010 informing that the Offer has become unconditional on 28 October 2010 ("Unconditional Date").
Pursuant to Rule 8.02(3) of ACE Listing Requirements, MCMTech wishes to announce that as at the Unconditional Date, the public shareholding spread of MCMTech is 24.17%.
Based on the above, MCMTech is not in compliance with Rule 8.02(1) of ACE Listing Requirements. MCMTech's non-compliance with the public shareholding spread arises from the acceptances received by the Offeror under the Offer.
As set out in Section 4 of the Offer Document dated 14 October 2010, if the Offeror holds in aggregate more than 75% of the voting shares in MCMTech, the Offeror does not intend to maintain the listing status of MCMTech. Accordingly, the Offeror will procure MCMTech to take the necessary procedures to withdraw its listing status from the Official List of Bursa Securities in accordance with ACE Listing Requirements.
Premised on the above, MCMTech is not considering any action to enable it to comply with the public shareholding spread requirement.
This announcement is dated 29 October 2010.
Company Name: MCM TECHNOLOGIES BERHAD (ACE Market)
Stock Name: MCMTECH
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: MCM TECHNOLOGIES BERHAD ("MCMTECH")
- CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY MEZZANINE CAPITAL (MALAYSIA) SDN BHD (THE "OFFEROR") THROUGH ECM LIBRA INVESTMENT BANK BERHAD ("ECM LIBRA") TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN MCMTECH ("MCMTECH SHARES") NOT ALREADY OWNED BY THE OFFEROR AND ALL THE NEW MCMTECH SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED PURSUANT TO MCMTECH'S EMPLOYEES' SHARE OPTION SCHEME (COLLECTIVELY "OFFER SHARES") AT A CASH CONSIDERATION OF RM0.13 PER OFFER SHARE ("OFFER") - NON-COMPLIANCE WITH PUBLIC SHAREHOLDING SPREAD PURSUANT TO RULE 8.02(1) OF BURSA MALAYSIA SECURTIES BERHAD'S ("BURSA SECURITIES") ACE MARKET LISTING REQUIREMENTS ("ACE LISTING REQUIREMENTS")
Contents: We refer to our earlier announcement dated 28 October 2010 informing that the Offer has become unconditional on 28 October 2010 ("Unconditional Date").
Pursuant to Rule 8.02(3) of ACE Listing Requirements, MCMTech wishes to announce that as at the Unconditional Date, the public shareholding spread of MCMTech is 24.17%.
Based on the above, MCMTech is not in compliance with Rule 8.02(1) of ACE Listing Requirements. MCMTech's non-compliance with the public shareholding spread arises from the acceptances received by the Offeror under the Offer.
As set out in Section 4 of the Offer Document dated 14 October 2010, if the Offeror holds in aggregate more than 75% of the voting shares in MCMTech, the Offeror does not intend to maintain the listing status of MCMTech. Accordingly, the Offeror will procure MCMTech to take the necessary procedures to withdraw its listing status from the Official List of Bursa Securities in accordance with ACE Listing Requirements.
Premised on the above, MCMTech is not considering any action to enable it to comply with the public shareholding spread requirement.
This announcement is dated 29 October 2010.
IFCAMSC - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Company Name: IFCA MSC BERHAD (ACE Market)
Stock Name: IFCAMSC
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: IFCA MSC BERHAD ("IFCA" OR THE "COMPANY")
(i) Proposed renounceable rights issue of 143,351,000 new ordinary shares of RM0.10 each in IFCA ("RIGHTS Shares") together with 143,351,000 free detachable warrants ("Warrants") on the basis of one (1) Rights Share and one (1) free Warrant for every two (2) existing ordinary shareS of RM0.10 each in IFCA ("IFCA SHARES") HELD on an entitlement date to be determined later ("Proposed Rights Issue with Warrants");
(ii) Proposed increase in authoriSed share capital of IFCA from RM50,000,000 comprising 500,000,000 IFCA Shares to RM75,000,000 comprising 750,000,000 IFCA Shares by the creation of an additional 250,000,000 Shares ("Proposed Increase in Authorised Share Capital"); and
(iii) Proposed amendments to the Memorandum and Articles of Association ("M&A") of IFCA ("Proposed M&A Amendments")
(Collectively referred to as the "Proposals")
Contents: On behalf of the Board of Directors of IFCA MSC Berhad ("Board"), OSK Investment Bank Berhad ("OSK") wishes to announce that IFCA proposes to undertake the following corporate proposals:-
(i) Proposed renounceable rights issue of 143,351,000 new ordinary shares of RM0.10 each in IFCA ("Rights Shares") together with 143,351,000 free detachable warrants ("Warrants") on the basis of one (1) Rights Share and one (1) free Warrant for every two (2) existing ordinary shares of RM0.10 each in IFCA ("IFCA Shares") held on an entitlement date to be determined later ("Proposed Rights Issue with Warrants");
(ii) Proposed increase in authorized share capital of IFCA from RM50,000,000 comprising 500,000,000 IFCA Shares to RM75,000,000 comprising 750,000,000 IFCA Shares by the creation of an additional 250,000,000 Shares ("Proposed Increase in Authorised Share Capital"); and
(iii) Proposed amendments to the Memorandum and Articles of Association ("M&A") of IFCA ("Proposed M&A Amendments").
Further details of the Proposals are set out in the attachments enclosed.
This announcement is dated 29 October 2010.
Attachments: IFCA - Announcement 29.10.10.pdf
IFCA - Announcement Appendix 29.10.10.pdf
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Company Name: IFCA MSC BERHAD (ACE Market)
Stock Name: IFCAMSC
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: IFCA MSC BERHAD ("IFCA" OR THE "COMPANY")
(i) Proposed renounceable rights issue of 143,351,000 new ordinary shares of RM0.10 each in IFCA ("RIGHTS Shares") together with 143,351,000 free detachable warrants ("Warrants") on the basis of one (1) Rights Share and one (1) free Warrant for every two (2) existing ordinary shareS of RM0.10 each in IFCA ("IFCA SHARES") HELD on an entitlement date to be determined later ("Proposed Rights Issue with Warrants");
(ii) Proposed increase in authoriSed share capital of IFCA from RM50,000,000 comprising 500,000,000 IFCA Shares to RM75,000,000 comprising 750,000,000 IFCA Shares by the creation of an additional 250,000,000 Shares ("Proposed Increase in Authorised Share Capital"); and
(iii) Proposed amendments to the Memorandum and Articles of Association ("M&A") of IFCA ("Proposed M&A Amendments")
(Collectively referred to as the "Proposals")
Contents: On behalf of the Board of Directors of IFCA MSC Berhad ("Board"), OSK Investment Bank Berhad ("OSK") wishes to announce that IFCA proposes to undertake the following corporate proposals:-
(i) Proposed renounceable rights issue of 143,351,000 new ordinary shares of RM0.10 each in IFCA ("Rights Shares") together with 143,351,000 free detachable warrants ("Warrants") on the basis of one (1) Rights Share and one (1) free Warrant for every two (2) existing ordinary shares of RM0.10 each in IFCA ("IFCA Shares") held on an entitlement date to be determined later ("Proposed Rights Issue with Warrants");
(ii) Proposed increase in authorized share capital of IFCA from RM50,000,000 comprising 500,000,000 IFCA Shares to RM75,000,000 comprising 750,000,000 IFCA Shares by the creation of an additional 250,000,000 Shares ("Proposed Increase in Authorised Share Capital"); and
(iii) Proposed amendments to the Memorandum and Articles of Association ("M&A") of IFCA ("Proposed M&A Amendments").
Further details of the Proposals are set out in the attachments enclosed.
This announcement is dated 29 October 2010.
Attachments: IFCA - Announcement 29.10.10.pdf
IFCA - Announcement Appendix 29.10.10.pdf
REDTONE - REDTONE INTERNATIONAL BERHAD ("REDTONE") OUTSTANDING RELATED PARTY RECEIVABLES
Announcement Type: General Announcement
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: REDTONE INTERNATIONAL BERHAD ("REDTONE")
OUTSTANDING RELATED PARTY RECEIVABLES
Contents: The Board of Directors of REDtone wishes to announce the status of the debts due from related party transactions (which have been outstanding for more than 12 months and which have not been fully settled as at 31 August 2010) as follows:
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/10/2010
Announcement Detail:
Type: Announcement
Subject: REDTONE INTERNATIONAL BERHAD ("REDTONE")
OUTSTANDING RELATED PARTY RECEIVABLES
Contents: The Board of Directors of REDtone wishes to announce the status of the debts due from related party transactions (which have been outstanding for more than 12 months and which have not been fully settled as at 31 August 2010) as follows:
REDTONE - Quarterly rpt on consolidated results for the financial period ended 31/8/2010
Announcement Type: Financial Results
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/10/2010
Announcement Detail:
Financial Year End: 31/05/2011
Quarter: 1
Quarterly report for the financial period ended: 31/08/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
Company Name: REDTONE INTERNATIONAL BERHAD (ACE Market)
Stock Name: REDTONE
Date Announced: 29/10/2010
Announcement Detail:
Financial Year End: 31/05/2011
Quarter: 1
Quarterly report for the financial period ended: 31/08/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
MEMS - General Announcement
Announcement Type: General Announcement
Company Name: MEMS TECHNOLOGY BERHAD (ACE Market)
Stock Name: MEMS
Date Announced: 29/10/2010
Announcement Detail:
Regularisation Sponsor: AmInvestment Bank Bhd
Sponsor: Same as above
Type: Announcement
Subject: MEMS TECHNOLOGY BERHAD ("MEMSTECH" OR "THE COMPANY")
-EXCLUSIVE SUPPLY AND DISTRIBUTORSHIP AGREEMENT BETWEEN MEMSTECH AND THETA EDGE BERHAD (FORMERLY KNOWN AS LITYAN HOLDINGS BERHAD)("ESDA")
Contents: Further to the Company's announcement dated 12 February 2010, we wish to announce that the Company has on 29 October 2010 entered into an agreement with Theta Edge Berhad (formerly known as Lityan Holdings Berhad) ("Theta Edge") whereby Theta Edge has agreed to exclude China, Taiwan and The Republic of Hong Kong from their exclusive worldwide distributorship under the ESDA.
This announcement is dated 29 October 2010.
Company Name: MEMS TECHNOLOGY BERHAD (ACE Market)
Stock Name: MEMS
Date Announced: 29/10/2010
Announcement Detail:
Regularisation Sponsor: AmInvestment Bank Bhd
Sponsor: Same as above
Type: Announcement
Subject: MEMS TECHNOLOGY BERHAD ("MEMSTECH" OR "THE COMPANY")
-EXCLUSIVE SUPPLY AND DISTRIBUTORSHIP AGREEMENT BETWEEN MEMSTECH AND THETA EDGE BERHAD (FORMERLY KNOWN AS LITYAN HOLDINGS BERHAD)("ESDA")
Contents: Further to the Company's announcement dated 12 February 2010, we wish to announce that the Company has on 29 October 2010 entered into an agreement with Theta Edge Berhad (formerly known as Lityan Holdings Berhad) ("Theta Edge") whereby Theta Edge has agreed to exclude China, Taiwan and The Republic of Hong Kong from their exclusive worldwide distributorship under the ESDA.
This announcement is dated 29 October 2010.
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