Bursa Malaysia Securities Publicly Reprimands Toyo Ventures Holdings Berhad

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Toyo Ventures Holdings Berhad (TOYOVEN) for TOYOVEN had on 31 January 2022 withdrawn the proposed final single-tier dividend in respect of the financial year ended (FYE) 30 September 2021, after it had been proposed on 30 November 2021, in contravention of paragraph 8.26(1) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR).

Paragraph 8.26(1) of the Main LR expressly states that once the dividend had been declared or proposed, a listed issuer must not make any subsequent alteration to the dividend entitlement.

While Bursa Malaysia Securities had not found any of TOYOVEN’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 TOYOVEN at the material time of the breach were as follows:-

(a) Tuan Haji. Ir. Yusoff bin Daud

(b) Song Kok Cheong

(d) Lim Soek Fun

(e) Tham Kut Cheong

(f) Chan Kee Eng

(g) Song Hsiao May

(h) Lim Guan Lee

The finding of breach and imposition of the public reprimand on TOYOVEN was made pursuant to paragraph 16.19(1) of the Main LR after taking into consideration all facts and circumstances of the matter and upon completion of due process.

Bursa Malaysia Securities views the breach seriously as the requirement not to make any subsequent alteration to the dividend entitlement is a fundamental obligation of listed companies and of paramount importance in ensuring market certainty and integrity and that the interests of shareholders and investors are not compromised.

BACKGROUND

TOYOVEN had on 30 November 2021 announced a proposed final single-tier dividend of 1 sen per ordinary share for the FYE 30 September 2021 (Proposed Dividend). TOYOVEN explained that notwithstanding the net loss of RM12,920,000 reported in the company’s quarterly results for the financial period ended (FPE) 30 September 2021 announced on 30 November 2021 (QR5 2021), the company had decided on the Proposed Dividend as the company still had sufficient retained earnings brought forward from previous financial years.

However, TOYOVEN had on 31 January 2022 announced the withdrawal of the Proposed Dividend due to insufficient retained earnings of the company, which arose from certain adjustments made in its audited financial statements for the 15-month FPE 30 September 2021 issued on 31 January 2022. These adjustments should have been taken into account in the QR5 2021.