【APFT 5194 交流专区】亚太飞行训练

pts2222

（吉隆坡10日讯）APFT Bhd与精英国际集团（HELP International Corporation Bhd）就收购后者的某项教育业务签署谅解备忘录（MoU）。

PN17公司APFT指出，拟议收购是重组计划的一部分，以维持在大马交易所主板的上市地位。

该集团今日向马交所报备，将公布重组计划的细节，并提交给监管单位审批。

“MoU允许双方进行至少6个月的独家谈判，并阐明对拟议重组计划的理解和意图。”

APFT另外指出，终止1月9日与QEOS LED私人有限公司签署的MoU。

此前，马交所拒绝APFT要求延长提交重组计划的申请，这意味着，除非提出上诉，否则将于3月16日从主板除牌。

除牌之前，将从3月12日起暂停交易。

由于股东权益低于50%门槛，APFT于2018年1月首次触发PN17。

2019年9月，该集团的外部审计师对公司持续经营的能力持疑，因债务超过了流动资产。

马交所已两次批准APFT延迟提交重组计划，首次是从2019年1月19日延至7月18日，然后延至今年1月18日。

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Oct 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Oct 2019	31 Oct 2018	31 Oct 2019	31 Oct 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	0	68	0	1,304
2	Profit/(loss) before tax	717	-29,006	686	-31,545
3	Profit/(loss) for the period	717	-29,006	686	-31,545
4	Profit/(loss) attributable to ordinary equity holders of the parent	717	-29,006	686	-31,545
5	Basic earnings/(loss) per share (Subunit)	0.05	-2.16	0.05	-2.35
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0000		-0.0100

icy97

icy97 发表于 23-7-2019 03:01 AM

Type	Announcement
Subject	OTHERS
Description	APFT  BERHAD (APFT OR COMPANY)TERMINATION OF MEMORANDUM OF BUSINESS COLLABORATION AGREEMENT (MBCA) BETWEEN APFT AND MALAYSIAN AVIATION TRAINING ACADEMY SDN BHD (MATA) (TERMINATION OF THE MBCA)
(Reference is made to the Company’s announcement dated 8 July 2019 in relation to the MBCA (“Announcement”). Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as those defined in the Announcement.) The Board of Directors of APFT (“Board”) wishes to inform that the Company has on 8 January 2020, issued a termination letter to MATA to terminate the MBCA which was entered into by the Company with MATA on 8 July 2019 (“Termination Letter”). The Board has resolved to terminate the MBCA after considering the following:- On 28 August 2019, APFT Aviation Sdn. Bhd (“AASB” or “Defendant”), the wholly-owned subsidiary of APFT was served with a Notice of Application for Interim Injuction by the Liquidator of Asia Pacific Flight Training Sdn. Bhd. (In Liquidation) (“APFTSB” or “Plaintiff”), whereby, the Liquidator is seeking to repossess sixteen (16) aircrafts (“Subject Aircrafts”) which were transferred to AASB as intercompany debt settlement. The injunction, amongst other, restraining AASB and/or their agents from dealing, charging, disposing, transferring and/or exercising any rights arising from the Subject Aircrafts. On 11 November 2019, both parties APFT Aviation Sdn. Bhd. and Asia Pacific Flight Training Sdn. Bhd. (In Liquidation) agreed to a proposed consent order vis-à-vis the Plaintiff’s Notice of Application for an Inter Parte Injunction (“Enclosure 3”). Accordingly, the proposed consent order for Enclosure 3 was recorded before the High Court Judge and the court proceeded to grant an Inter Parte Injunction pending the hearing of the Plaintiff’s Originating Summons (“Enclosure 1”) based on the terms in the proposed consent order for Enclosure 1. The hearing of Enclosure 1 is fixed for 20 to 21 April 2020. (ii) On 24 June 2019, Kelab Aero Perak has wrongfully terminated tenancy agreement with AASB. Since then, APFT and its subsidiaries have no place of operations for Flight Training School, Continuing Airworthiness Management Organisation (CAMO) or Maintenance Organisation Approval Part 145 venture. Hence, it is difficult for APFT to re-commence and or venture into AFTO For Approved Training Organisation (ATO) – Flying Training Organisation (FTO), DCAM Part-147 Approved Maintenance Training Organisations (ATO), Continuing Airworthiness Management Organisation (CAMO) and Maintenance Organisation Approval Part 145 licence until it has secured an appropriate base of operations. In addition. APFT is unable to proceed with the application for the abovementioned activities of licences with Civil Aviation Authority of Malaysia. In view of the above development, the Board has resolved to terminate the MBCA with MATA and not to proceed with its self-rescue plan to regularise its financial postion. Nevertheless, APFT wishes to clarify while its flight training, maintenance repair and overhaul and engineering training activities and businesses are hindered for the time being, not all its aviation activities are affected and the APFT Group can still carry out other aviation activities such as potential air chartered services subject to the relevant approvals being obtained. This announcement is dated 8 January 2020.

icy97

Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	APFT BERHAD ("APFT")Memorandum of Understanding (MOU) with QEOS LED Sdn Bhd ("QEOS LED")
INTRODUCTION We refer to the Company’s announcements from 19 January 2018 to 2 January 2020 (“Announcements”) in respect of Practice Note 17 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). The Board of Directors of APFT (“Board”) wishes to announce that the Company has on 9 January 2020 entered into a memorandum of understanding (“MOU”) with QEOS LED Sdn Bhd (Registration No.: 201001013456 (897687-A)) (“QEOS LED”) or the “Vendor”), the shareholder of QEOS Energy Sdn Bhd (“QEOS Energy”) to negotiate in good faith with a view of entering into a definitive sale and purchase agreement (“SPA”) for the acquisition by APFT of the entire equity interest of QEOS Energy (“Proposed Acquisition”) and the other key proposals to be implemented under the Proposed Regularisation Plan (as defined herein). The proposed regularisation plan would involve, inter-alia, the Proposed Acquisition and other key proposals including a fund raising exercise (“Proposed Regularisation Plan”). The Company and the Vendor are each referred to as the “Party” and collectively referred to as the “Parties”. BACKGROUND INFORMATION ON QEOS ENERGY AND THE VENDOR 1. QEOS ENERGY QEOS Energy is principally involved in the assembling, manufacturing, distributing, supplying of solar energy systems products and supplying light-emitting diode (“LED”) lighting systems. As at 8 January 2020, being the latest practicable date prior to this announcement (“LPD”), QEOS Energy had an issued share capital of RM500,000 comprising 500,000 ordinary shares. QEOS Energy is a wholly-owned subsidiary of the Vendor. The directors of QEOS Energy are Gabriel Anak Walter and Mohd. Ghazali Bin Mahmood. 2. VENDOR The Vendor is principally involved in the assembling, manufacturing, distributing and supplying energy efficient LED lighting systems. As at the LPD, the Vendor had an issued share capital of RM3,084,977.56 comprising 850,000 ordinary shares of RM0.10 per share and 141,642 preference shares of RM21.18 per share. The ordinary shares are held by QEOS Pte. Ltd. and the preference shares are held by Pitch Nominees Sdn Bhd. The directors of the Vendor are Mohd. Ghazali Bin Mahmood, Lam Poh Lian, Siti Rubiah binti Ngadiman and Faridah binti Omar Shah. SALIENT TERMS OF THE MOU The MOU is not intended to be a legally binding agreement and is meant only to serve as a statement of intention of the Parties to the MOU. The MOU sets out the intention of the Parties to negotiate in good faith with a view of entering into the SPA and all other key terms of the Proposed Regularisation Plan. The Parties agree that the MOU shall not be tantamount to a disposal and transfer of the entire equity interest of QEOS Energy and the SPA shall be executed. The salient terms of the MOU are set out below: the Parties have agreed and shall provide all such information and documents as may be required by either Party hereto and their appointed advisers for the purposes of conducting a thorough legal and financial due diligence on QEOS Energy; (ii) with effect from the date of execution of the MOU, the Parties have agreed to co-operate exclusively with each other with respect to the Proposed Regularisation Plan. The MOU shall be terminated and ceased to have effect upon execution of the SPA, unless terminated earlier in writing by either Party hereto; (iii) the MOU shall become effective for a period of 6 months from the date of the MOU, during which the SPA in relation to the Proposed Regularisation Plan will be finalised and executed; and (iv) the conditions precedent of the Proposed Regularisation Plan shall include but not limited to the Parties acknowledging that the SPA and other proposals to be implemented under the Proposed Regularisation Plan shall be subject to inter-alia the approvals of the Securities Commission Malaysia, Bursa Securities and/or other regulatory authorities. RATIONALE OF THE MOU The MOU allows the Parties to negotiate exclusively for at least a period of 6 months and sets out the understanding and intention in respect of the Proposed Regularisation Plan. The Proposed Acquisition is part of the Company’s regularisation plan to regularise the Company’s PN17 condition and maintain its listing status on the Main Market of Bursa Securities. Details of the Proposed Regularisation Plan will be announced and submitted to the regulatory authorities for their approvals upon finalisation of the Proposed Regularisation Plan. For avoidance of doubt, the Company is required to submit the Proposed Regularisation Plan to the regulatory authorities for their approval before 18 January 2020. FINANCIAL EFFECTS The MOU is not expected to have any material effects on issued share capital and substantial shareholders’ shareholdings of the Company, the net assets, gearing, the earnings and earnings per share of the APFT Group. The effects on the issued share capital, substantial shareholders’ shareholdings, financial position in respect of the net assets and gearing ratio of APFT as well as earnings level of APFT cannot be determined at this juncture as the terms of the Proposed Regularisation Plan which include, amongst others, the purchase consideration and the mode of settlement for the Proposed Acquisition have yet to be agreed and finalised. The above information will be announced immediately upon the execution of the SPA in relation to the Proposed Regularisation Plan. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors, major shareholders of APFT and/or persons connected with them have any interest, direct or indirect, in the MOU. DIRECTORS’ STATEMENT The Board, after taking into consideration all aspects of the MOU, is of the opinion that the MOU is in the best interest of the Company. PRINCIPAL ADVISER The Principal Adviser for the Proposed Regularisation Plan will be appointed in due course. DOCUMENT AVAILABLE FOR INSPECTION A copy of the MOU is available for inspection at the registered office of APFT at Unit 1119 (Entrance 5), 11th Floor, Block A, Damansara Intan, No. 1, Jalan SS 20/27, 47400 Petaling Jaya, Selangor Darul Ehsan during normal office hours (except for Saturday, Sunday and public holidays) for a period of 3 months from the date of this announcement. A detailed announcement on the Proposed Regularisation Plan will be made upon finalisation of the terms and conditions of the Proposed Regularisation Plan and execution of the SPA. This announcement is dated 9 January 2020.

icy97

Type	Announcement
Subject	OTHERS
Description	APFT BERHAD ("APFT" OR "COMPANY")TERMINATION OF MEMORANDUM OF UNDERSTANDING ENTERED INTO BETWEEN APFT AND QEOS LED SDN BHD DATED 9 JANUARY 2020 (MOU)
Reference is made to the Company’s announcements dated 9 January 2020 in relation to the MOU and 16 January 2020 in relation to the application for a third extension of time for the Company to submit the proposed regularisation plan to the regulatory authorities (“3rd Extension of Time Application”) (“Announcements”).                                                                               (Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as those defined in the Announcements). The Company has received a suspension and de-listing notice from Bursa Malaysia Securities Berhad (“Bursa Securities”) dated 4 March 2020 wherein Bursa Securities has, vide its decision letter of even date, decided to reject the 3rd Extension of Time Application. In light of the above, the Board of Directors of APFT wishes to inform that the Company has, on 10 March 2020, issued a termination letter to QEOS LED Sdn Bhd (“QEOS LED”) to terminate the MOU which was entered into between the Company and QEOS LED on 9 January 2020 with immediate effect.    This announcement is dated 10 March 2020.

icy97

Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	APFT BERHAD ("APFT" OR "COMPANY")MEMORANDUM OF UNDERSTANDING ENTERED INTO BETWEEN APFT AND HELP UNIVERSITY SDN BHD DATED 10 MARCH 2020
The Board of Directors of APFT wishes to announce that the Company has, on 10 March 2020, entered into a memorandum of understanding with HELP International Corporation Berhad (“HIC”) to negotiate in good faith with a view of entering into a definitive sale and purchase agreement for the acquisition by APFT of certain educational assets/business of HIC (“Proposed Acquisition”) and other key proposals to be implemented under the Proposed Regularisation Plan (as defined herein). The proposed regularisation plan would involve, inter-alia, the Proposed Acquisition and other key proposals including a fund raising exercise (“Proposed Regularisation Plan”). Please refer to the attachment for further details. This announcement is dated 10 March 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3032475

Attachments APFT - Announcement - HELP MOU v1.0 (10 March 2020).pdf

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Jan 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Jan 2020	31 Jan 2019	31 Jan 2020	31 Jan 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	0	500	0	1,804
2	Profit/(loss) before tax	-459	-5,181	225	-37,242
3	Profit/(loss) for the period	-459	40,678	225	8,617
4	Profit/(loss) attributable to ordinary equity holders of the parent	-459	40,678	225	8,617
5	Basic earnings/(loss) per share (Subunit)	-0.03	3.03	0.02	0.64
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0000		-0.0100

pts2222

https://www.theedgemarkets.com/a ... e-pn17-announcement


https://www.chinapress.com.my/20200902/%e6%97%a0%e6%b3%95%e7%a1%ae%e4%bf%9d%e8%b4%a2%e6%8a%a5%e5%87%86%e7%a1%ae%e5%ba%a6-%e4%ba%9a%e5%a4%aa%e9%a3%9e%e8%a1%8c%e8%ae%ad%e7%bb%83%e9%81%ad%e7%94%b3%e8%af%ab/

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Apr 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Apr 2020	30 Apr 2019	30 Apr 2020	30 Apr 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	0	500	0	1,728
2	Profit/(loss) before tax	-3,726	-5,181	-3,685	-16,071
3	Profit/(loss) for the period	-3,726	40,678	-3,685	15,950
4	Profit/(loss) attributable to ordinary equity holders of the parent	-3,726	-5,181	-3,685	15,950
5	Basic earnings/(loss) per share (Subunit)	-0.28	3.03	-0.27	1.16
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	-0.0100		-0.0100

icy97

APFT BERHAD

Date of change	30 Jul 2020
Name	MR SIVA KUMAR A/L KALUGASALAM
Age	50
Gender	Male
Nationality	Malaysia
Type of change	Resignation
Designation	Chief Executive Officer
Reason	To persue his other personal interest

icy97

BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES APFT BERHAD AND 6 FORMER DIRECTORS

APFT BERHAD

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded APFT Berhad (APFT) and 6 of its former directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the 6 former directors of APFT were imposed total fines of RM475,000.

APFT was publicly reprimanded for the following breaches:-

(1)      QR Breach

Breach of paragraph 9.16(1)(a) of the Main LR in respect of APFT’s amended quarterly report for the financial period ended (FPE) 30 April 2017 (Amended QR 30/4/2017) announced on 16 June 2017 which was inaccurate for recognising RM2.15 million of other income arising from the write back of over-provision of expenses from previous years (Other Income).  The Other Income was subsequently reversed out in APFT’s audited financial statements for the financial period from 1 August 2016 to 31 January 2018 (AFS 31/1/2018) announced on 31 May 2018.

(2)      FA Breach

Breach of 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 announcement of APFT’s quarterly report for the FPE 30 September 2017 (QR 30/9/2017) on 30 November 2017.

APFT had triggered the prescribed criteria under paragraph 2.1(e) of PN17 as the external auditors had expressed an emphasis of matter on the company's ability to continue as a going concern (Emphasis of Matter) in APFT’s latest audited financial statements for the financial period ended 31 July 2016 (AFS 31/7/2016) and based on the QR 30/9/2017, APFT’s shareholders’ equity on a consolidated basis of RM19.261 million represented 34.6% of the issued and paid-up capital of RM55.638 million as at 30 September 2017.  

APFT only made the First Announcement pursuant to PN17 on 19 January 2018.

APFT was 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 quarterly reports commencing no later from the quarterly report for the FPE 31 July 2020.  In addition, APFT must ensure all its directors and relevant personnel attend a training programme in relation to compliance with the Main LR pertaining to financial statements.

6 former directors of APFT were publicly reprimanded and fined for breaches of paragraph 16.13(b) of the Main LR for permitting knowingly or where they had reasonable means of obtaining such knowledge, APFT to commit the QR Breach and/or FA Breach as follows:

[td]

1.	Dato’ Faruk Bin Othman Executive Chairman (appointed on 22 June 2010 and resigned on 6 November 2017)	paragraph 16.13(b) of the Main LR for permitting the QR Breach	Public reprimand and fine of RM200,000
2.	Arif Bin Faruk Executive Director (appointed as Non-Executive Director on 22 June 2010, re-designated as Executive Director on 1 August 2011 and resigned on 2 August 2017)	paragraph 16.13(b) of the Main LR for permitting the QR Breach	Public reprimand and fine of RM50,000
3.	Tan Nyap Keong @ Tony Tan Independent Non-Executive Director Audit Committee member (appointed on 6 December 2010 and resigned on 29 December 2017)	paragraph 16.13(b) of the Main LR for permitting the QR Breach	Public reprimand and fine of RM50,000
		paragraph 16.13(b) of the Main LR for permitting the FA Breach	Public reprimand and fine of RM50,000
4.	Edwin Silvester Das Executive Director (appointed on 2 August 2017 and removed on 18 January 2019)	paragraph 16.13(b) of the Main LR for permitting the FA Breach	Public reprimand and fine of RM50,000
5.	Chow Hung Keey Independent Non-Executive Director Audit Committee Chairman (appointed on 2 August 2017 and retired on 26 July 2018)	paragraph 16.13(b) of the Main LR for permitting the FA Breach	Public reprimand and fine of RM50,000
6.	Datin Seri Anizah Binti Musa Independent Non-Executive Director (appointed on 8 November 2017 and resigned on 3 April 2018)	paragraph 16.13(b) of the Main LR for permitting the FA Breach	Public reprimand and fine of RM25,000

The finding of breach and imposition of the above penalties on APFT 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 the materiality of the breaches, impact of the breaches to APFT and shareholders/investors and the roles, responsibilities and conduct of the directors.

Bursa Malaysia Securities views the contraventions seriously as the requirements for listed companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information and to make the First Announcement on an immediate basis in accordance with paragraph 4.1(a) of PN17 upon fulfilling the prescribed criteria under paragraph 2.1 of PN17 are fundamental obligations of listed companies and of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and to enable investors to make informed investment decisions.

BACKGROUND

QR Breach

APFT had on 15 June 2017 announced the QR 30/4/2017 without recognising the Other Income and reported a shareholders’ equity of RM12.892 million representing 46.98% of APFT’s issued and paid up capital of RM27.441 million.  In this respect, the Board had during the Board of Directors meeting on 14 June 2017 agreed with the advice and recommendation of the auditors to reverse the Other Income in the QR 30/4/2017, ensure it was properly verified and justified and the Board would review the same in the subsequent fourth quarterly report for FPE 31 July 2017.

However, upon receipt of Bursa Securities’ email on 16 June 2017 (at 2.27 p.m.) indicating that APFT had triggered the prescribed criteria under paragraph 2.1(e) of PN17 based on the QR 30/4/2017 and the Emphasis of Matter in the AFS 31/7/2016, APFT had reinstated/recognised the Other Income in the Amended QR 30/4/2017 which was announced on 16 June 2017 (at 5.37 p.m.).  Consequently, the Amended QR 30/4/2017 reported a lower loss attributable to the owners of the Company of RM9.541 million as compared to RM11.691 million reported in the QR 30/4/2017 and the Company’s shareholders’ equity had increased to RM15.042 million representing 54.82% of the Company’s issued and paid up capital (i.e. above the threshold and did not trigger the prescribed criteria under paragraph 2.1(e) of PN17).  

The Other Income was subsequently reversed out in the AFS 31/1/2018 as APFT was not able to provide the auditors with sufficient audit evidence to support the recognition.

Dato’ Faruk Bin Othman (Dato’ Faruk) was the Executive Chairman at the material time responsible for overseeing the Group and the personnel reporting to him, amongst others, were the chief executive officer, heads of the subsidiaries and the chief financial officer or finance manager.  There was no reasonable justification for Dato’ Faruk to amend the QR 30/4/2017 to recognise the Other Income which was contrary to the advice of the auditors and the Board’s decision on 14 June 2017. The Amended QR 30/4/2017 was essentially made to circumvent triggering the prescribed criteria under paragraph 2.1(e) of PN17 by APFT upon receipt of Bursa Securities’ email dated 16 June 2017 which was copied to him.   

Arif Bin Faruk and Tan Nyap Keong @ Tony Tan had failed to undertake reasonable assessment and inquiries where they had proceeded to approve the Amended QR 30/4/2017 vide a Directors Circular Resolution dated 16 June 2017 after a mere telephone call from Dato’ Faruk on the same day and  had relied on Dato’ Faruk’s representations of a purported mistake and that the Amended QR 30/4/2017 was proper.

FA Breach

Pursuant to paragraph 4.1(a) of PN17, a listed company is required to make the First Announcement on an immediate basis upon fulfilling the prescribed criteria under paragraph 2.1 of PN17. Thereafter, the listed company is required to regularise its financial condition expeditiously and within the timeframes prescribed in paragraph 8.04 of the Main LR and PN17 to warrant continued trading or listing on the Official List of Bursa Securities.

One of the prescribed criteria under paragraph 2.1(e) of PN17 is where the auditors have highlighted a material uncertainty related to going concern or expressed a qualification on the listed company’s ability to continue as a going concern in the listed company’s latest audited financial statements and the shareholders’ equity of the listed company on a consolidated basis is 50% or less of the issued and paid up capital (excluding treasury shares) of the listed company.

APFT had clearly triggered the prescribed criteria under paragraph 2.1(e) of PN17 upon announcement of the QR 30/9/2017 on 30 November 2017 in view of the Emphasis of Matter in the AFS 31/7/2016 and APFT’s shareholders’ equity only represented 34.6% of the company’s issued and paid-up capital.  

In approving the QR 30/9/2017 during the Audit Committee and Board of Directors meeting on 30 November 2018, the Board had made an assessment of APFT’s position in respect of triggering PN17 including the prescribed criteria under paragraph 2.1(e) of PN17 and was clearly aware of the Emphasis of Matter in the AFS 31/7/2016 and that APFT’s shareholders equity had decreased to 34.6% of the company’s issued and paid-up capital.  However, Board had merely formed the opinion that the Emphasis of Matter in the AFS 31/7/2016 was outdated/redundant as the auditors had resigned, management had embarked on a restructuring exercise and concluded that  APFT did not trigger PN17 which was unreasonable and unacceptable.

The directors had also failed to undertake reasonable enquiry including seek clarification on the application of paragraph 2.1(e) of PN17 with other parties and/or Bursa Malaysia Securities to ensure APFT’s compliance with the Main LR and make the First Announcement immediately.

icy97

Type	Announcement
Subject	AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN DISCLAIMER OF OPINION
Description	APFTBERHAD ("APFT" OR "COMPANY") DISCLAIMER OPINION IN THE EXTERNAL AUDITORS' REPORT ON THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 APRIL 2020
Pursuant to Paragraph 9.19(37) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"), APFT BERHAD ("APFT" or "the Company") hereby announce that Messrs PKF, the Company's External Auditors, had expressed a disclaimer of opinion in their Independent Auditors’ Report ("Auditors' Report") in the Company's Audited Financial Statements for the financial years ended 30 April 2020 ( a copy of which is attached with this announcement) This announcement is dated 14 September 2020

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3088078

Attachments MX-M356N_20200914_173851.pdf

icy97

Type	Announcement
Subject	OTHERS
Description	DEVIATION OF 10% OR MORE BETWEEN THE ANNOUNCED UNAUDITED FINANCIAL STATEMENTS AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 APRIL 2020
In compliance with Rule 9.19(35) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of APFT Berhad wishes to announce that there is a deviation or variance of more than 10% between the loss after tax attributable to owners of the Company as announced in APFT Berhad’s audited consolidated financial statements for the financial year ended 30 April 2020 which was announced on 30 August 2020 and unaudited quarterly consolidated financial results for the financial year ended 30 April 2020 which was announced on 30 June 2020. Please refer to the attachment for the full text of the announcement. This Announcement is dated 15 Sept 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3088197

Attachments MX-M356N_20200915_120221.pdf

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APFT BERHAD

Date of change	20 Oct 2020
Name	MR MICHAEL HENG CHUN HONG
Age	52
Gender	Male
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Retirement

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Jul 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Jul 2020	31 Jul 2019	31 Jul 2020	31 Jul 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	0	0	0	1,236
2	Profit/(loss) before tax	-43	-31	-43	-2,539
3	Profit/(loss) for the period	-43	-31	-43	-2,539
4	Profit/(loss) attributable to ordinary equity holders of the parent	-43	-31	-43	-2,539
5	Basic earnings/(loss) per share (Subunit)	0.00	0.00	0.00	-0.19
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	-0.0100		-0.0100

icy97

APFT BERHAD

Date of change	28 Oct 2020
Name	MR LIAU CHEE KIONG
Age	55
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Non Executive Director
New Position	Executive Director
Directorate	Executive

Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	APFT BERHAD ("APFT" OR "COMPANY")MEMORANDUM OF UNDERSTANDING ENTERED INTO BETWEEN APFT AND PARAGRENE LAND SDN BHD
The Board of Directors of APFT (“Board”) wishes to announce that the Company has, on 7 December 2020, entered into a memorandum of understanding (“MOU”) with Paragrene Land Sdn Bhd (Registration No. 199601027709 (400061-H)) (“PL”) and the shareholders of PL, being Fortress Capital Asset Management (M) Sdn Bhd, Wan Nasir Bin Wan Mustafha and Lim Pheck Joo (collectively, the “PL Shareholders”). The MOU was entered into for the parties to discuss and explore a structure in which the business of PL will be the new core business of APFT (“Proposed Transaction”), including making an assessment as to the most appropriate and viable structure and form for the Proposed Transaction to be implemented, in order to regularise the PN17 (Practice Note 17) status of APFT. The proposed regularisation plan of APFT will involve, inter-alia, the Proposed Transaction and other key proposals including a fund-raising exercise (collectively, the “Proposed Regularisation Plan”). This announcement is dated 07 December 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3111821

Attachments 2. APFT_Announcement_(MOU)_7 Dec 2020_Clean.pdf