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Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded VTI Vintage Berhad (VINTAGE) for failing to:
- make an immediate announcement of the winding-up order dated 17 December 2010 against its subsidiary, Vintage Tiles Holdings Sdn. Bhd. (VTH) which was only announced on 22 April 2011; and
- ensure that its announcement dated 28 February 2011 on the fourth quarterly report for the financial year ended (FYE) 31 December 2010 (Q4 2010) took into account the adjustments as stated in its announcement on 29 April 2011 which were mainly due to the de-consolidation of VTH arising from the winding-up order.
The failures were in contravention of paragraphs 9.19(19) and 9.16(1)(a) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR) which require a listed issuer to make an immediate announcement of winding-up order made against the listed issuer, any of its subsidiaries or major associated companies and ensure that the Q4 2010 announced is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
The public reprimand was imposed pursuant to paragraph 16.19(1) of the Main LR after taking into consideration all facts and circumstances of the matter including the fact that VINTAGE had previously breached the listing requirements and upon completion of due process.
VINTAGE is also required to carry out a limited review of its quarterly report submissions. The limited review must be performed by external auditors for four quarterly reports commencing from the quarterly report for the financial period ended 30 June 2013. In addition, VINTAGE must ensure all its directors and relevant personnel attend a training programme on compliance with the Main LR pertaining to financial statements. VINTAGE is also required to review and assess the adequacy and effectiveness of its financial reporting function.
While Bursa Malaysia Securities has not found any of VINTAGE’s directors to have caused or permitted the breaches by VINTAGE, Bursa Malaysia Securities wishes to highlight 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 at the material time were as follows:
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- Dato’ Beh Hang Kong
- Sor Chen Loong
- Chin Sui Yin
- Wong Wai Sang
- Tan Choon Hwa
Bursa Malaysia Securities views the contraventions seriously and has reminded VINTAGE and its Board of Directors of their obligation to uphold appropriate standards of responsibility and accountability to shareholders and the investing public.
BACKGROUND
VINTAGE had reported an unaudited loss after taxation and minority interest of RM8,763,000 in the Q4 2010, compared to an audited loss after taxation and minority interest of RM11,254,367 in VINTAGE’s annual audited accounts for the FYE 31 December 2010 which was announced on 29 April 2011. The variance of RM2,491,367 between the unaudited and audited results represented a deviation of 28.43%.
The deviation was mainly due to the de-consolidation of the subsidiary, VTH in view of the winding-up order on 17 December 2010.
VINTAGE’s explanation that it was unaware of the winding-up order until it was served with the same on 22 April 2011 was not acceptable and does not absolve the breaches particularly as VINTAGE and/or VTH was aware of and was represented in the winding-up proceedings and has a duty to monitor the progress of the winding-up proceedings.
