Bursa Malaysia Securities Publicly Reprimands Maxwell International Holdings Berhad And Its Executive Director And Fines Its Executive Director

Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded Maxwell International Holdings Berhad (MAXWELL) and its executive director/President, Li Kwai Chun for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, Li Kwai Chun was also imposed a total fine of RM66,000.

MAXWELL was publicly reprimanded for committing the following breaches of the Main LR:-

No.	Breach
1.	Paragraph 9.23(1) of the Main LR which states that a listed issuer must issue its annual report that includes annual audited financial statements together with the auditors’ and directors’ reports of the listed issuer, to the Exchange and shareholders within 4 months from the close of the financial year of the listed issuer. In this respect, MAXWELL had failed to issue:- (i) the Company’s annual report for the financial year ended (FYE) 31 December 2015 (AR 2015) on or before 30 April 2016. MAXWELL had only issued the AR 2015 on 5 August 2016, after a delay of approximately 3 months; and (ii) the Company’s annual report for the FYE 31 December 2016 (AR 2016) on or before 30 April 2017. MAXWELL had only issued the AR 2016 on 2 May 2017, after a delay of 1 market day.
2.	Paragraph 9.19(14B) of the Main LR which states, amongst others, that a listed issuer must immediately announce to the Exchange any appointment or change in the legal representative(s) (or person(s) of equivalent authority, however described), with sole powers to represent, exercise rights or enter into binding obligations, on behalf of the listed issuer or its foreign principal subsidiary pursuant to any relevant law applicable to the listed issuer or its foreign principal subsidiary. An announcement to the Exchange must include the information contained in Part B(B) of Appendix 9A. In this regard, MAXWELL had failed to make an immediate announcement of the change in the Company’s legal representative in a wholly-owned subsidiary, Jinjiang Zhenxing Shoes & Plastics Co., Ltd (Zhenxing Shoes) to Madam Zhuang Qiong Zhen on 12 November 2015. The announcement was only made by the Company on 3 March 2016, after a delay of approximately 3.5 months eventhough the external auditors had highlighted to MAXWELL on 5 February 2016 that no announcement was made on the change legal representative in Zhenxing Shoes.

No.

Breach

Paragraph 9.23(1) of the Main LR which states that a listed issuer must issue its annual report that includes annual audited financial statements together with the auditors’ and directors’ reports of the listed issuer, to the Exchange and shareholders within 4 months from the close of the financial year of the listed issuer.

In this respect, MAXWELL had failed to issue:-

(i) the Company’s annual report for the financial year ended (FYE) 31 December 2015 (AR 2015) on or before 30 April 2016. MAXWELL had only issued the AR 2015 on 5 August 2016, after a delay of approximately 3 months; and

(ii) the Company’s annual report for the FYE 31 December 2016 (AR 2016) on or before 30 April 2017. MAXWELL had only issued the AR 2016 on 2 May 2017, after a delay of 1 market day.

Paragraph 9.19(14B) of the Main LR which states, amongst others, that a listed issuer must immediately announce to the Exchange any appointment or change in the legal representative(s) (or person(s) of equivalent authority, however described), with sole powers to represent, exercise rights or enter into binding obligations, on behalf of the listed issuer or its foreign principal subsidiary pursuant to any relevant law applicable to the listed issuer or its foreign principal subsidiary. An announcement to the Exchange must include the information contained in Part B(B) of Appendix 9A.

In this regard, MAXWELL had failed to make an immediate announcement of the change in the Company’s legal representative in a wholly-owned subsidiary, Jinjiang Zhenxing Shoes & Plastics Co., Ltd (Zhenxing Shoes) to Madam Zhuang Qiong Zhen on 12 November 2015. The announcement was only made by the Company on 3 March 2016, after a delay of approximately 3.5 months eventhough the external auditors had highlighted to MAXWELL on 5 February 2016 that no announcement was made on the change legal representative in Zhenxing Shoes.

MAXWELL was also required to ensure:-

(a) all its directors and the relevant personnel of the company attend a training programme in relation to compliance with the Main LR particularly pertaining to financial reporting; and

(b) its Board of Directors review and assess the adequacy and competency of its finance and accounting resources and adequacy, comprehensiveness and effectiveness of the company’s policies and procedures in respect of financial reporting and implementation of the same.

Li Kwai Chun, the only executive director/President of MAXWELL at the material time, was found to have breached paragraphs 16.13(a) and (b) of the Main LR for causing and permitting MAXWELL to commit the breach of paragraph 9.23(1) of the Main LR in respect of the delay in the issuance of the AR 2015. A public reprimand and a fine of RM66,000 were imposed on Li Kwai Chun for the breach.

The finding of breach and imposition of the above penalties on MAXWELL and Li Kwai Chun 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 the materiality of the breaches, impact of the breaches to MAXWELL and shareholders / investors and the role, responsibilities and conduct of the director.

Bursa Malaysia Securities views the contraventions seriously as the timely and accurate submission of financial statements is one of the fundamental obligations of listed companies and is of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Securities and necessary to aid informed investment decisions.

Bursa Malaysia Securities has reminded MAXWELL and its Board of Directors on their responsibility to maintain the appropriate standards of corporate responsibility and accountability to its shareholders and the investing public.

The above enforcement actions are without prejudice to other/further actions by Bursa Malaysia Securities for other breaches that may be committed by the company and/or directors.

BACKGROUND

The delay in issuance of the financial statements was essentially due to the failure of MAXWELL to resolve audit issues with the external auditors. Despite numerous notices and communications from the external auditors, MAXWELL had failed to take reasonable and expeditious efforts including to provide sufficient audit evidence and to commission a special audit to resolve the audit issues as requested by the external auditors.

Li Kwai Chun being the only executive director/President of MAXWELL had blatantly disregarded/abdicated her responsibilities to ensure MAXWELL’s timely issuance of the AR 2015. Despite being aware of the audit issues, she was lackadaisical in resolving the same and had in fact impeded the commissioning/completion of the special audit(s) towards timely issuance of the AR 2015.