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Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded and imposed a fine of RM30,000 on Lim Yin Chow, a former Non-Executive Director of Stemlife Berhad (STEMLFE), Signature International Berhad (SIGN) and Rev Asia Berhad (REV) for breaches of paragraphs / Rules 2.18(1)(a) and (c) and 16.13(a) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR) / ACE Market Listing Requirements (ACE LR).
Paragraph / Rule 2.18(1)(a) and (c) of the Main LR / ACE LR states, amongst others, that a listed issuer/corporation or a director of a listed issuer/corporation must ensure that any statement, information or document presented, submitted or disclosed pursuant to the Main LR / ACE LR must be clear, unambiguous and accurate as well as not false or misleading.
Paragraph / Rule 16.13(a) of the Main LR / ACE LR states that a director of a listed issuer/corporation must not cause a breach of the Main LR / ACE LR by such listed issuer/corporation.
Lim Yin Chow had submitted and/or caused STEMLFE, SIGN and REV to submit inaccurate and false / misleading statements pertaining to his qualification as a holder of degree of Bachelor of Medicine and Bachelor of Surgery (MBBS degree) at the University of Hong Kong in 1992 (False Statements) in various announcements and annual reports of the companies.
The public reprimand and fine was imposed on Lim Yin Chow pursuant to paragraph / Rule 16.19(1) of the Main LR / ACE LR after taking into consideration all facts and circumstances of the matter and upon completion of due process.
BACKGROUND
STEMLFE, SIGN and REV had disclosed that Lim Yin Chow (LYC) graduated from the University of Hong Kong with a MBBS degree in 1992 in various announcements and annual reports as follows:-
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STEMLFE |
SIGN |
REV |
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Announcement dated 18 June 2009 on his appointment as a Non-Executive Director |
Announcement dated 3 January 2012 on his appointment as a Non-Executive Director
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Annual Report (“AR”) for Financial Year Ended (“FYE”) 31 Dec 2006, 31 Dec 2007 and 31 Dec 2008 announced on 27 April 2007, 2 May 2008 and 30 April 2009 respectively |
AR for FYE 30 June 2009, 30 June 2010, 30 June 2011, 30 June 2012 and 30 June 2013 announced on 19 November 2009, 22 November 2010, 23 November 2011, 27 November 2012 and 20 November 2013 respectively |
AR for FYE 31 Dec 2011 and 31 Dec 2012 announced on 7 June 2012 and 4 June 2013 respectively |
However, arising from a complaint to Bursa Securities and upon investigation, the University of Hong Kong had confirmed to Bursa Malaysia Securities that LYC was not its graduate and it had not issued a graduation certificate to LYC for the MBBS degree.
LYC had since resigned as a director of STEMLFE on 28 September 2009 and SIGN and REV on 10 January 2014.
Notwithstanding the False Statements in the announcements and annual reports issued by STEMLFE, SIGN and REV, no enforcement action was taken against the companies in the light of, amongst others, the companies’ representations that the information made in the relevant announcements and annual reports were premised on confirmation and representations made by LYC as well as verification / assessment by the relevant companies from, amongst others, the online medical register of Malaysia Medical Council.
Bursa Malaysia Securities views the contravention seriously as:-
(1) all directors of listed companies are expected to maintain the highest standards of integrity, accountability, corporate governance and responsibility;
(2) the facts and circumstances indicated deliberate act by LYC in making / giving the False Statements to STEMLFE, SIGN and REV for issuance of various announcements and annual reports to the market; and
(3) LYC’s qualification was significant / relevant to the shareholders and investors particularly vis-à-vis STEMLFE which principal activities relate to medical areas.
