Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (“Bursa Malaysia Securities”) has publicly reprimanded FSBM Holdings Berhad (“FSBM”) for breach of paragraph 9.35A(1)(a) of the Bursa Malaysia Securities Main Market Listing Requirements (“MAIN LR”) where the company had failed to ensure that its third quarterly report for the financial period ended (“FPE”) 30 September 2024 (“QR3 2024”) announced on 27 November 2024 and fourth quarterly report for the FPE 31 December 2024 (“QR4 2024”) announced on 28 February 2025 were accurate.
Pursuant to paragraph 9.35A(1)(a) of the MAIN LR, a listed issuer must ensure that each public announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable securities holders and investors to make informed investment decisions.
FSBM was also required to carry out a limited review on the company’s quarterly report submissions. The limited review must be performed by the company’s external auditors for four quarterly reports commencing no later from the quarterly report for the FPE 31 December 2025. In addition, FSBM must review and assess the adequacy and effectiveness of its financial reporting function.
While Bursa Malaysia Securities had not found any of FSBM’s directors to have caused or permitted the breach by the company, Bursa Malaysia Securities wishes to highlight and remind that it is the duty of the directors to maintain appropriate standards of responsibility and accountability in ensuring compliance of the MAIN LR. The Board of Directors of FSBM at the material time of the announcement of the QR3 2024 and QR4 2024 was as follows: -
- Pang Kiew Kun
- Tan Wan Yen
- Dato’ Tan Hock San @ Tan Hock Ming
- Ng Yew Soon
- Mok Kar Foo
- Tey Giap Turn
- Chew Sir Boon
The finding of breach and imposition of the public reprimand on FSBM was made pursuant to paragraph 16.19(1) of the MAIN LR upon completion of due process after taking into consideration all facts and circumstances of the matter including the materiality and impact of the breach and that FSBM had previously breached the MAIN LR.
Bursa Malaysia Securities views the breach seriously as the requirement for listed companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed decisions are fundamental obligations of listed companies and of paramount importance in ensuring an orderly and fair market for the securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions.
BACKGROUND
FSBM had reported an unaudited loss attributable to the owners of the company of RM257,000 in the QR4 2024 announced on 28 February 2025. However, FSBM had subsequently reported an audited profit attributable to the owners of the company of RM995,000 in the audited financial statements for the financial year ended 31 December 2024 (“AFS 2024”) announced on 30 April 2025 which represented a difference of RM1,252,000/487.2% between the QR4 2024 and the AFS 2024.
FSBM had on 30 April 2025 announced that the deviation was due to the difference in the accounting treatment of the profit after tax (“PAT”) between owners of the company and noncontrolling interests (“NCI”) where RM1.3 million of PAT was incorrectly attributed to the NCI and the remaining RM257,000 loss after tax being attributed to owners of the company in the QR4 2024. FSBM had further clarified that the deviation was related to the accounting treatment of intra-group transactions involving subsidiaries that were disposed of on 23 July 2024 where the intra-group waiver of the outstanding amount owed by the disposed subsidiary to FSBM represented a capital contribution from the holding company and should not form part of NCI’s share of PAT in accordance with the accounting standards.
In the circumstances, the loss attributable to the owners of the company of RM221,000 in the QR3 2024 announced on 27 November 2024 was also inaccurate vis-à-vis the accounting treatment on the intra-group waiver and should be revised to a profit attributable to the owners of the company of RM1,053,000 which represented a difference of RM1,274,000/576% between the QR3 2024 and the revised QR3 2024.
