Kenyataan Media
PUBLIC REPRIMAND AND FINE ON THE AYER MOLEK RUBBER COMPANY BERHAD
- Bursa Malaysia Securities Berhad (“Bursa Securities”) hereby publicly reprimands The Ayer Molek Rubber Company Berhad (“AMOLEK”) for breach of Paragraphs 9.23(a) and 9.23(b) of the LR.
- Bursa Securities also imposes a public reprimand and fine of RM2,000 per market day from 1 September 2007 up to the date of submission of the Company's quarterly report for the period ended 30 June 2007 (“2nd QR 2007”) to Bursa Securities for public release or up to 31 November 2007, whichever is earlier.
- Paragraph 9.23(a) of the Bursa Securities LR states that a listed issuer must ensure that the annual report shall be issued to the listed issuers' shareholders and given to the Exchange within a period not exceeding 6 months from the close of the financial year of the listed issuer.
- Paragraph 9.23(b) of the Bursa Securities LR states that a listed issuer must ensure that the annual audited accounts together with the auditors' and directors' report 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 9.22(1) of the Bursa Securities LR states that 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.
- AMOLEK has breached the following paragraphs of the LR;-
- Paragraph 9.23(a) of the LR for not submitting the Annual Report for the financial year ended 31 December 2006 (“AR 2006”) to Bursa Securities within the stipulated timeframe i.e. on or before 30 June 2007;
- Paragraph 9.23(b) of the LR for not submitting the Annual Audited Accounts for the financial year ended 31 December 2006 (“AAA 2006”) to Bursa Securities within the stipulated timeframe i.e. on or before 30 April 2007; and
- Paragraph 9.22(1) of the LR for not submitting 2nd QR 2007 to Bursa Securities for public release by 31 August 2007.
- As at to-date, the Company has not submitted its AR 2006, AAA 2006 and 2nd QR 2007 to Bursa Securities for public release.
- In addition, Bursa Securities has found the following directors of AMOLEK to be in breach of paragraph 16.11(b) of the LR in respect of AMOLEK's breach of paragraphs 9.23(a) and 9.23(b) of the LR for which public reprimand and fines are imposed as follows :-
No. Name Designation Penalty Imposed 1 Y. Bhg Lt Gen (Rtd) Raja Dato'
Abdul Rashid Bin Raja BadiozamanNon-Executive Chairman Re-designated as Independent and Non Executive director on 2 August 2007.
• Removed as a director on 7 September 2007 pursuant to an extraordinary general meeting (“ EGM”) dated 7 September 2007.Delay in issuance of AAA 2006
• Public Reprimand and fine of RM6,400.Delay in Issuance of AR 2006.
• Public Reprimand and fine of RM4,800.2 Ismail Bin Hj Ahmad Member of the Audit Committee and Managing Director
• Resigned on 22 May 2007Delay in issuance of AAA 2006
• Public Reprimand and fine of RM6,500.3 Keow Hock Sneah Chairman of the Audit Committee and Independent & Non Executive Director
• Removed as a director on 7 September 2007 pursuant to the EGM dated 7 September 2007.Delay in issuance of AAA 2006
• Public Reprimand and fine of RM12,800.Delay in Issuance of AR 2006.
• Public Reprimand and fine of RM9,600.4 Low Kok Hwa @ Low Koh Hwa Member of the Audit Committee and Independent & Non Executive Director.
• Removed as director on 7 September 2007 pursuant to the EGM dated 7 September 2007.Delay in issuance of AAA 2006
• Public Reprimand and fine of RM12,800.Delay in Issuance of AR 2006.
• Public Reprimand and fine of RM9,600. - Paragraph 16.11(b) of the LR stipulates 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.
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The public reprimand in respect of each of the aforesaid breaches of the Company and the directors of the Company are imposed pursuant to paragraph 16.17 of the LR after taking into consideration all relevant factors, including in relation to AMOLEK, the fact that the Company has previously breached the LR
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Bursa Securities views the above contravention seriously and hereby cautions AMOLEK and its Board of Directors of 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.
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Bursa Securities has not made a finding that any of the directors of the Company caused or permitted the aforesaid breach of paragraph 9.22(1) of the LR by the Company in the light of the circumstances at the material time of the breach including the fact that :-
- the Company had on 11 September 2007 announced that at the EGM, all the resolutions were duly passed by the shareholders whereby 7 existing directors of AMOLEK were removed (“Removed Directors”) and 4 new directors were appointed (“Appointed Directors”); and
- The Company had on 10 September 2007 announced that the Removed Directors had filed a writ in the court for a declaration that the EGM is illegal and wrongfully convened (“Court Action”) and had further announced on 31 October 2007 that the matter is scheduled to be heard at the Court on 26 November 2007.
Notwithstanding this, Bursa Securities nevertheless wishes to highlight that it is the responsibility of directors of listed companies to maintain appropriate standards of responsibility and accountability within the company and amongst its officers and employees including, amongst others, an awareness of the importance of compliance with the Bursa Securities LR.
- The directors of of the Company at the material time (of the aforesaid breaches) as represented are as follows:-
No. Directors Status of directorship pursuant to the EGM dated 7 September 2007 which is subjected to the Court Action 1 Y. Bhg Lt. Gen (Rtd) Raja Dato' Abdul Rashid bin Raja Badiozaman Removed Director
2 Low Kok Hwa @ Low Koh Hwa Removed Director 3 Keow Hock Sneah Removed Director 4 Adlin Bin Shaharudin Removed Director 5 Mahadi Affandi Bin Mohd Anuar Removed Director 6 Norizad Bin Medah Removed Director 7 Tay Chong Boon Removed Director 8 Datin Mariam Prudence Binti Yusof Appointed Director 9 Dr. Jamal Bin Yusof @ Gordon Duclos Appointed Director 10 Syed Khalil bin Syed Ibrahim Appointed Director 11 Goh Joon Hai Appointed Director 12 Teh Kim Seng Appointed subsequent to the EGM 13 Jasmi Bin Daik Appointed subsequent to the EGM