Bursa Malaysia Securities Publicly Reprimands Hexagon Holdings Berhad And Fines Its Directors A Total Of Rm400,000

Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded Hexagon Holdings Berhad (HEXAGON or the Company) and its directors for various breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the directors of HEXAGON were fined a total of RM400,000.

HEXAGON was publicly reprimanded for committing various disclosure and financial reporting breaches as follows:-

No.

Breach

Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the winding-up order made under the High Court in Sabah and Sarawak dated 24 May 2012 against Hexagon Tower Sdn. Bhd. (HTSB), a wholly-owned and a major subsidiary of HEXAGON (Winding-Up Order).

HEXAGON had only made an announcement of the Winding-Up Order on 30 July 2012.

Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of Practice Note 17 (PN17) for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17. In this respect, the total assets of HTSB and its subsidiaries was RM310.8 million as at 31 March 2012 and this exceeded 50% (i.e. 87.9%) of HEXAGON Group’s total assets of RM353.6 million as at 31 March 2012.

HEXAGON only made the First Announcement on 28 February 2013 that the Company had triggered the criteria in paragraph 2.1(a) of PN17 based on the Company’s quarterly report for the financial period ended 31 December 2012 announced on 28 February 2013 which had reported a negative shareholders’ equity of RM19.25 million.

Paragraph 9.16(1)(a) of the Main LR in respect of the Company’s quarterly reports for the 15 months ended 30 June 2012 (QR June 2012) and 18 months ended 30 September 2012 (QR September 2012) announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order.

The Company had on 28 February 2013 announced the amended QR June 2012 and amended QR September 2012 where the variance as stated in the amended QR June 2012 and amended QR September 2012 were mainly due to the following:-

Impairment loss of receivables of RM67.267 million which was solely attributed by the inter-company debt written off as a result of deconsolidation of HTSB and its subsidiaries; and
Deconsolidation gain of RM31.555 million arising from the deconsolidation of HTSB and its subsidiaries as a result of the liquidation of HTSB in May 2012.

The variance between the original unaudited results and the amended unaudited results was as follows:-

	Original Unaudited Results RM’000	Amended Unaudited Results RM’000	Variance RM’000
Loss after tax and Minority Interest
QR June 2012	29,587	66,432	36,845 (124.5%)
QR September 2012	29,583	68,523	38,940 (131.6%)
Shareholders’ Equity
QR June 2012	23,177	(14,727)	-
QR September 2012	23,342	(15,267)	-

Paragraph 9.16(1)(a) of the Main LR in respect of:

HEXAGON’s announcements on 14 March 2012 and 27 June 2012 which stated that HTSB was not a major subsidiary company of the Company; and
HEXAGON’s announcement on 27 June 2012 which further stated that the Winding-Up Order was not expected to have any material impact on the financial and operational matters of the Group.

HEXAGON’s announcements dated 14 March 2012 and 27 June 2012 were not factual, inaccurate and did not contain sufficient information to enable investors to make informed investment decisions with regards to the Company’s affairs, business and financial condition as it was noted that:-

HTSB was in fact a major subsidiary of HEXAGON as defined under paragraph 1.01 of the Main LR as the total assets of HTSB and its subsidiaries contributed more than 70% of HEXAGON Group’s total assets at the material time of the Company’s announcements dated 14 March 2012 and 27 June 2012 as follows:-
- the total assets of HTSB and its subsidiaries of RM305.2 million as at 31 December 2011 based on the consolidated balance sheets of HTSB Group contributed 87.2% of HEXAGON Group’s total assets of RM350.1 million as at 31 December 2011; and
- the total assets of HTSB and its subsidiaries of RM310.8 million as at 31 March 2012 based on the consolidated balance sheets of HTSB Group contributed 87.9% of HEXAGON Group’s total assets of RM353.6 million as at 31 March 2012;
HEXAGON had triggered the prescribed criteria of paragraph 2.1(c) of PN17 upon the Winding-Up Order against HTSB which would require the Company to regularise its financial condition expeditiously and within the timeframes prescribed in paragraph 8.04 of the Main LR and PN17, failing which the Company may be suspended and/or de-listed; and
Arising from the Winding-Up Order, HEXAGON was required to deconsolidate HTSB and its subsidiaries and this had resulted in the Company reporting loss after tax and minority interest of RM66,432,000 and negative shareholders’ equity of RM14,727,000 as at 30 June 2012 based on the amended QR June 2012 announced on 28 February 2013 and triggered the prescribed criteria of paragraph 2.1(a) of PN17.

Paragraph 9.03(1) read together with paragraph 9.04(f) of the Main LR for failing to make an immediate announcement that the High Court had on 14 September 2012 dismissed the application of HEXAGON and HTSB to set aside the Winding-Up Order (Dismissal).

HEXAGON had announced the Winding-Up Order on 30 July 2012 and the subsequent development vis-à-vis the Dismissal was material under paragraph 9.03(1) read together with paragraph 9.04(f) of the Main LR to enable investors make informed investment decisions.

HEXAGON only made an announcement of the Dismissal on 25 September 2012.

The Company’s representation that it had waited for the written judgement which was received on 24 September 2012 to make the announcement of the Dismissal was not acceptable in view of the following:-

The Company’s clear obligation to make an immediate announcement of any material information under paragraph 9.03(1) read together with paragraph 9.04(f) of the Main LR; and
HEXAGON was aware / informed of the Dismissal on 14 September 2012 as noted from an e-mail from the Company to its solicitors dated 14 September 2012 instructing the solicitors to file an appeal to set aside the Dismissal.

HEXAGON is also required to review and ensure the adequacy and effectiveness of its financial reporting function and carry out a limited review on its quarterly report submissions. The limited review must be performed by the Company’s external auditors for four quarters commencing no later from the quarterly report for the financial period ended 30 June 2014. In addition, HEXAGON must ensure all its directors and relevant personnel attend a training programme in relation to compliance with the Main LR particularly pertaining to financial statements.

The following directors of HEXAGON at the material time were found to have breached paragraph 16.13(b) of the Main LR for permitting knowingly, or where they had reasonable means of obtaining such knowledge, HEXAGON to commit the breaches of paragraphs 8.04(3)(b), 9.16(1)(a) and 9.19(19) of the Main LR. The penalties imposed on the directors are as follows:-

No.	Director	Breach	Penalty
1.	Tan Beng Wan Executive Chairman and Group Chief Executive Officer (appointed on 21 June 1996)	Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order	Public Reprimand and Fine of RM100,000
Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of PN17 for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17
Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order	Public Reprimand and Fine of RM100,000
2.	Low Kwee Beng Executive Director (appointed on 21 June 1996)	Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order	Public Reprimand and Fine of RM100,000
Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of PN17 for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17
Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order	Public Reprimand and Fine of RM25,000
3.	YB Tuan Haji Mokatar Rudin bin Wan Yusof Independent Non-Executive Director Audit Committee Chairman (appointed on 12 September 1997)	Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order	Public Reprimand
Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of PN17 for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17
Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order	Public Reprimand and Fine of RM25,000
4.	Chen Seong Sang Independent Non-Executive Director Audit Committee Member (appointed on 21 July 2003)	Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order	Public Reprimand
Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of PN17 for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17
Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order	Public Reprimand and Fine of RM25,000
5.	Abd Rahim Ambak Independent Non-Executive Director Audit Committee Member (appointed on 21 June 2012)	Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order	Public Reprimand and Fine of RM25,000

No.

Director

Breach

Penalty

Tan Beng Wan

Executive Chairman and Group Chief Executive Officer

(appointed on 21 June 1996)

Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order

Public Reprimand and Fine of RM100,000

Paragraph 8.04(3)(b) of the Main LR read together with paragraph 4.1(a) of PN17 for failing to make the First Announcement pursuant to PN17 on an immediate basis upon the winding-up of HTSB on 24 May 2012 which triggered the prescribed criteria of paragraph 2.1(c) of PN17

Paragraph 9.16(1)(a) of the Main LR in respect of the QR June 2012 and QR September 2012 announced on 29 August 2012 and 28 November 2012 respectively which failed to deconsolidate HTSB and its subsidiaries arising from the Winding-Up Order

Public Reprimand and Fine of RM100,000

Low Kwee Beng

Executive Director

(appointed on 21 June 1996)

Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order

Public Reprimand and Fine of RM100,000

Public Reprimand and Fine of RM25,000

YB Tuan Haji Mokatar Rudin bin Wan Yusof

Independent Non-Executive Director

Audit Committee Chairman

(appointed on 12 September 1997)

Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order

Public Reprimand

Public Reprimand and Fine of RM25,000

Chen Seong Sang

Independent Non-Executive Director

Audit Committee Member

(appointed on 21 July 2003)

Paragraph 9.19(19) of the Main LR for failing to make an immediate announcement of the Winding-Up Order

Public Reprimand

Public Reprimand and Fine of RM25,000

Abd Rahim Ambak

Independent Non-Executive Director

Audit Committee Member

(appointed on 21 June 2012)

Public Reprimand and Fine of RM25,000

Bursa Malaysia Securities views the above contraventions seriously as the requirement for companies to make timely and accurate disclosure of material information and financial statements are fundamental obligations of listed companies to enable investors to make informed investment decisions and preserve / sustain market integrity and investor confidence.

The finding of breach and imposition of the above penalties on HEXAGON and its directors were made pursuant to paragraph 16.19 of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including culpability of the directors and materiality of the breaches as follows :-

The knowledge of the directors of the Winding-Up Order and their failure to undertake reasonable assessment and due enquiry to ensure the Company made the First Announcement pursuant to PN17 for triggering the prescribed criteria under paragraph 2.1(c) of PN17 and to ensure that the adjustment arising from the deconsolidation of HTSB was made in the QR June 2012 and QR September 2012;
The role and responsibilities of the directors:-Tan Beng Wan was the Executive Chairman and Group Chief
1. Executive Officer (Group CEO) responsible for the day-to-day operations of HEXAGON and had approved the Company’s announcement of the Winding- Up Order on 30 July 2012. In addition, the Chief Financial Officer being the person primarily responsible for the financial management and preparation of financial statements of HEXAGON reported to him;
2. Low Kwee Beng was the Group Executive Director and one of the co-founding members to establish the HEXAGON Group in 1984. He was also the Chief Executive Officer of HTSB Group and he assisted the Group CEO in the day-to- day operations of the Company; and
3. The members of the Audit Committee had the function under the Main LR to review financial statements focusing on, amongst others, compliance with accounting standards and in approving the QR September 2012 during the Audit Committee meeting on 28 November 2012, the external auditors had highlighted the need for assessment of the Group’s accounting treatment and financial implications arising from the liquidation / winding-up exercises of HEXAGON’s subsidiaries in accordance with the accounting standards.
The materiality and impact of the breaches as follows:
1. HEXAGON had made the First Announcement on 28 February 2013 upon triggering the prescribed criteria of paragraph 2.1(a) of PN17 and there was material share price and volume movement of the Company’s securities as follows:-
  - the Company’s share price had decreased by RM0.035 / 46.7% from RM0.075 on 28 February 2013 to RM0.04 on 1 March 2013 i.e. the next market day of the First Announcement; and
  - there was also a high volume of the Company’s shares traded on 1 March 2013 i.e. 3.046 million shares as compared to an average daily volume of 41,650 shares for the preceding 5 market days prior to the First Announcement;
2. The materiality of the deviation i.e. the differences of RM36,845,000 and RM38,940,000 between the QR June 2012 and QR September 2012 and the amended unaudited results represented a variance of 124.5% and 131.6% respectively; and
3. The adjustments arising from the deconsolidation of HTSB and its subsidiaries had resulted in the negative shareholders’ equity of RM14,727,000 as at 30 June 2012 and RM15,267,000 as at 30 September 2012 based on the amended QR June 2012 and amended QR September 2012 announced on 28 February 2013 and triggered the prescribed criteria in paragraph 2.1(a) of PN17.