Kenyataan Media
i) PUBLIC REPRIMAND ON WIMEMS CORPORATION BERHAD ("WIMEMS" OR "THE COMPANY") AND (ii) PUBLIC REPRIMAND AND FINE ON A DIRECTOR OF WIMEMS
01 Nov 2007
- Bursa Malaysia Securities Berhad (“Bursa Securities”) hereby publicly reprimands WIMEMS for breaches of Rules 9.24, 9.22(1) and 9.16(1)(a) of Bursa Securities’ Listing Requirement for the Mesdaq Market (“MMLR”).
- WIMEMS is also required to engage an external auditors to carry out a limited review on the Company’s next four quarterly reports prior to the same being announced.
- In addition, Bursa Securities has also instituted enforcement action against the directors of the Company for the Company’s breaches aforesaid and hereby publicly reprimands and imposes a total fine of RM175,000 on Fong Piau who was the Managing Director of WIMEMS from 1 August 2006 until 7 May 2007 and subsequently thereafter an Executive Director of WIMEMS for breach of Rule 16.11 of MMLR.
- 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.
- 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.
- Pursuant to Rule 9.16(1)(a) of the MMLR, a listed company must ensure that each announcement is factual, clear, unambiguous, accurate, succinct and contain sufficient information to enable investors to make informed investment decisions.
- Rule 16.11 of the MMLR states that a director of a listed company must not :-
- cause, aid or abet a breach of the MMLR by such listed company; or
- permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed company to commit a breach of the MMLR.
- The Company was found to be in breach of :-
- Rule 9.24(b) of the MMLR for failure to submit its annual audited accounts for the financial year ended 31 December 2006 (“AAA2006”) on or before 30 April 2007. The AAA2006 was submitted on 12 July 2007, after a delay of 50 market days;
- Rule 9.24(a) of the MMLR for failure to submit its annual report for the financial year ended 31 December 2006 (“AR2006”) on or before 30 June 2007.The AR2006 was submitted on 30 August 2007, after a delay of 43 market days;
- Rule 9.22(1) of the MMLR for failure to submit its quarterly report for the financial period ended 31 March 2007 (“1st QR 2007”) on or before 31 May 2007. The 1st QR 2007 was submitted on 21 August 2007, after a delay of 57 market days; and
- Rule 9.16(1)(a) of the MMLR in respect of the Company’s announcement dated 27 February 2007 on its fourth quarterly report for the financial year ended 31 December 2006 (“4th QR 2006”) which failed to take into account the adjustments as stated in the Company’s announcement dated 13 July 2007. The Company had reported an audited loss after taxation of RM22,517,000 in its AAA2006 as compared to an unaudited loss after taxation of RM1,793,000 in its 4th QR 2006. The increase in the after tax loss of RM20.724 million represents a variance of approximately 1155%.
- Fong Piau who was the Managing Director of WIMEMS from 1 August 2006 until 7 May 2007 and subsequently thereafter an Executive Director of WIMEMS was found to be in breach of :-
- Rule 16.11(a) of the MMLR for causing the Company to breach Rule 9.16(1)(a) of the MMLR as aforesaid; and
- Rule 16.11(b) of the MMLR for permitting either knowingly or where he had reasonable means of obtaining such knowledge the Company to breach Rules 9.22(1), 9.24(a) and 9.24(b) of the MMLR aforesaid.
- The above penalties on WIMEMS and Fong Piau are imposed pursuant to Rule 16.17 of the MMLR after taking into consideration all facts and circumstances of the matter and upon completion of due process.
- Bursa Securities views the above contraventions seriously and 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 the shareholders and the investing public.
Previous Public Reprimand:-
On 5 October 2007, Bursa Securities publicly reprimanded the Company for breach of Rules 4.11(a) and (b) of the MMLR for failing to appoint a replacement Sponsor within the notice period.