Kenyataan Media
(I) PUBLIC REPRIMAND ON NASIONCOM HOLDINGS BERHAD ("NSCOM" OR "THE COMPANY"); BREACH OF RULES 9.22(1), 9.23(1) AND 9.24 OF BURSA MALAYSIA SECURITIES BERHAD'S LISTING REQUIREMENTS FOR THE MESDAQ MARKET ("MMLR") AND (II) PUBLIC REPRIMAND AND FINE ON DIRECTO
Breach of Rule 16.11(b) of the MMLR
- Bursa Malaysia Securities Berhad (“Bursa Securities”) hereby publicly reprimands NSCOM for breach of Rules 9.22(1), 9.23(1) and 9.24 of the MMLR.
- Rule 9.22(1) of the MMLR stipulates that a listed company 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 company and in any event not later than 2 months after the end of each quarter of a financial year.
- Rule 9.23(1) of the MMLR states that a listed company must ensure that a research report is prepared and submitted to the Exchange, for public release, not later than 2 months after the end of each half of a financial year.
- Pursuant to Bursa Securities’ letter dated 15 March 2007 the Company was given until 15 April 2007 to submit its quarterly report for the financial period ended 31 December 2006 (“4th QR 2006”) and the research report for the period ended 31 December 2006 (“Research Report 2006”) for public release.
- Rule 9.24 of the MMLR stipulates that a listed company must ensure that the issuance of the annual audited accounts and annual report by a listed company shall be as follows:-
- the annual report shall be issued to the listed company’s shareholders and given to the Exchange within a period not exceeding 6 months from the close of the financial year of the listed company; and
- the annual audited accounts together with the auditors’ and directors’ reports shall, in any case, be given to the Exchange for public release, within a period not exceeding 4 months from the close of the financial year of the listed company unless the annual report is issued within a period of 4 months from the close of the financial year of the listed company.
- The Company has breached the following rules of MMLR: -
- Rule 9.22(1) of the MMLR for failure to submit the 4th QR 2006 on or before 15 April 2007;
- Rule 9.23 (1) of the MMLR for failure to submit the Research Report 2006 on or before 15 April 2007;
- Rule 9.24(b) of the MMLR for failure to submit the annual audited accounts for the financial year ended 31 December 2006 (“AAA 2006”) on or before 30 April 2007;
- Rule 9.22(1) of the MMLR for failure to submit the quarterly report for the financial period ended 31 March 2007 (“1st QR 2007”) on or before 31 May 2007;and
- Rule 9.24(a) of the MMLR for failure to submit the annual report for the financial year ended 31 December 2006 (“AR 2006”) on or before 30 June 2007.
- As at to-date, NSCOM has yet to submit 4th QR 2006, AAA 2006, AR 2006 and 1st QR 2007 (hereinafter collectively referred to as “the Outstanding Financial Statements”) and Research Report 2006.
- In addition, Bursa Securities has found the following directors of NSCOM to be in breach of Rule 16.11(b) of the MMLR in respect of NSCOM's breach of Rules 9.22(1), 9.24(a) and 9.24(b) of the MMLR for which public reprimand and fines are imposed as follows: -
No Directors Position / Date of Appointment & Resignation Failure to
submitPenalty Imposed 1. Tham Kok Sing Managing Director (Appointed on 30 April 2005 and resigned on 11 May 2007)
(Appointed as Audit Committee Member on 9 February 2007 and resigned on 11 May 2007)
4th QR 2006
Public reprimand and fine of RM8,500 AAA 2006 Public reprimand and fine of RM3,500 2. Omar bin Zolkifli Executive Director (Appointed on 9 February 2007 and the aforesaid appointment continues to date)
1st QR 2007 Public reprimand and fine of RM13,000 AR 2006 Public reprimand and fine of RM12,800 3. Tan Sri Dato’ Seri Mohamad Noor bin Abdul Rahim Independent Non-Executive Chairman Audit Committee Member since 2005 and resigned on 22 October 2007
(Appointed on 6 January 2004 and resigned on 22 October 2007)
4th QR 2006 Public reprimand and fine of RM12,400 AAA 2006 Public reprimand and fine of RM12,800 1st QR 2007 Public reprimand and fine of RM13,000 AR 2006 Public reprimand and fine of RM12,800 4. Wan Azizul Bin Wan Yusoff Independent Non-Executive Director Audit Committee Chairman since 2005 and resigned on 1 October 2007.
(Appointed on 3 January 2005 and resigned on 1 October 2007)
4th QR 2006 Public reprimand and fine of RM12,400 AAA 2006 Public reprimand and fine of RM12,800 1st QR 2007 Public reprimand and fine of RM13,000 AR 2006 Public reprimand and fine of RM12,800 5. Datuk Wan Kassim bin Ahmed Independent Non-Executive Director (Appointed on 23 March 2007 and the aforesaid appointment continues to date)
(Appointed as Audit Committee Member on 4 June 2007 and the appointment continues to date)
AR 2006 Public reprimand and fine of RM12,800 6. Dato’ Chee Kok Wing Non-Independent Non-Executive Director (Appointed as Executive Director on 12 December 2003 and has been re-designated as Non-Independent Non-Executive Director on 28 February 2006 and resigned on 8 August 2007)
4th QR 2006 Public reprimand and fine of RM6,200 AAA 2006 Public reprimand and fine of RM6,400 1st QR 2007 Public reprimand and fine of RM4,900 AR 2006 Public reprimand and fine of RM2,800 - Rule 16.11 (b) of the MMLR stipulates that a director of a listed company must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed company to commit a breach of the MMLR.
- The public reprimands in respect of each of the aforesaid breaches of the Company and the directors of the Company are imposed pursuant to Rule 16.17 of the MMLR after taking into consideration of all facts and circumstances of the matter and upon completion of due process.
- Bursa Securities views the above contraventions seriously and hereby cautions the Company and its Board of Directors on their responsibility to maintain appropriate standards of corporate responsibility and accountability in order to achieve greater disclosure and transparency to its shareholders and the investing public.
- The directors of the Company at the material time (of the aforesaid breaches) as represented are as follows: -
No. Name of Director 1. Tan Sri Dato’ Seri Mohamad Noor bin Abdul Rahim 2. Dato’ Chee Kok Wing 3. Tham Kok Sing 4. Omar bin Zolkifli 5. Datuk Wan Kassim bin Ahmed 6. Wan Azizul Bin Wan Yusoff 7. Hiew Wei Pong