【ZENTECH 0094 交流专区】（前名 INIX）

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ZEN TECH INTERNATIONAL BERHAD

Particulars of substantial Securities Holder

Name	DATO' ZHANG LI
Nationality/Country of incorporation	China
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	01 Mar 2023	35,468,000	Acquired	Direct Interest
	Name of registered holder	Kenanga Nominees (Asing) Sdn Bhd Pledged Securities Account for Zhang Li
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition of 35,468,000 units of shares via direct business transaction.
Nature of interest	Direct Interest
Direct (units)	59,908,508
Direct (%)	2.47
Indirect/deemed interest (units)	110,062,600
Indirect/deemed interest (%)	4.538
Total no of securities after change	169,971,108
Date of notice	01 Mar 2023
Date notice received by Listed Issuer	01 Mar 2023

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ZEN TECH INTERNATIONAL BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Private Placement
Details of corporate proposal	Private Placement
No. of shares issued under this corporate proposal	260,000,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0151
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	2,925,266,471
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 79,142,034.305
Listing Date	07 Mar 2024

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	ZEN TECH INTERNATIONAL BERHAD ("ZTIB" OR THE "COMPANY")PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN ALPHA FINTECH SDN BHD ("ALPHA" OR THE "TARGET COMPANY") FOR A PURCHASE CONSIDERATION OF RM10.0 MILLION TO BE SATISFIED ENTIRELY IN CASH ("PROPOSED ACQUISITION")
The Board of Directors (“Board”) of ZTIB wishes to announce that the Company had on 2 April 2024, entered into a share sale agreement (“SSA”) with Koh Chee Siong (“Vendor”) for the acquisition of 4,165,000 ordinary shares in Alpha (representing 70% of the enlarged issued and paid-up capital of the Target Company) (“Sale Shares”), for a cash consideration of RM10.0 million (“Purchase Consideration”) subject to the terms and conditions in the SSA. Kindly refer to the attachment for further details of the Proposed Acquisition. This announcement is dated 2 April 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3435732

Attachments ZTIB - Proposed Acquisition_02.04.2024.pdf

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Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-04042024-00001
Subject	ZEN TECH INTERNATIONAL BERHAD ("ZTIB" OR THE "COMPANY") - PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN ALPHA FINTECH SDN BHD ("ALPHA" OR THE "TARGET COMPANY") FOR A PURCHASE CONSIDERATION OF RM10.0 MILLION TO BE SATISFIED ENTIRELY IN CASH ("PROPOSED ACQUISITION")
Description	ZEN TECH INTERNATIONAL BERHAD ("ZTIB" OR THE "COMPANY")- ADDITIONAL INFORMATION FOR PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN ALPHA FINTECH SDN BHD ("ALPHA" OR THE "TARGET COMPANY") FOR A PURCHASE CONSIDERATION OF RM10.0 MILLION TO BE SATISFIED ENTIRELY IN CASH ("PROPOSED ACQUISITION")
Query Letter Contents	We refer to your Company’s announcement dated 2 April 2024 , in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1) The date of payment of the Deposit. 2) The tabulation of Alpha’s shareholders' shareholdings after the completion of Proposed Acquisition. 3) The breakdown of the sources of funding between internally generated funds and bank borrowings, or a negative statement.
(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the announcement dated 2 April 2024 in relation to the Proposed Acquisition, where applicable, unless stated otherwise or defined herein.) Reference is made to the announcement dated 2 April 2024 in relation to the Proposed Acquisition. Further to the above, the Board wishes to announce the following additional information (as attached below) in relation to the Proposed Acquisition. Kindly refer to the attachment for further details. This announcement is dated 5 April 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3436778

Attachments ZTIB - Proposed Acquisition - Additional Information.pdf

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Changes in Director's Interest (Section 219 of CA 2016)

ZEN TECH INTERNATIONAL BERHAD

Information Compiled By KLSE

Particulars of Director

Name	MR SIVA KUMAR A/L KALUGASALAM
Descriptions(Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of transaction	Nature of Interest
1	16/04/2024	61,294,604	Others	Direct Interest
	Name of registered holder	Kenanga Nominees (Tempatan) Sdn Bhd - Rakuten Trade Sdn Bhd for Siva Kumar A/L Kalugasalam
	Description of "Others" Type of Transaction	Exercise of ESOS
	Consideration (if any)

Circumstances by reason of which change has occurred	Exercise of 61,294,604 options under Employees' Share Option Scheme.
Nature of interest	Direct Interest

Total no of securities after change
Direct (units)	61,294,604
Direct (%)	1.971
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0.000
Date of notice	17/04/2024
Date notice received by Listed Issuer	17/04/2024

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ZEN TECH INTERNATIONAL BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	ESOS
Details of corporate proposal	Exercise of ESOS
No. of shares issued under this corporate proposal	185,185,185
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0162
Par Value($$) (if applicable)
Latest issued share capital after the above corporate proposal in the following
Units	3,110,451,656
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 82,142,034.305
Listing Date	18 Apr 2024

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BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES ZEN TECH INTERNATIONAL BERHAD (FORMERLY KNOWN AS INIX TECHNOLOGIES HOLDINGS BERHAD) AND EIGHT (8) DIRECTORS

ZEN TECH INTERNATIONAL BERHAD

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Zen Tech International Berhad (the Company) and 8 of its directors for breaches of Bursa Malaysia Securities ACE Market Listing Requirements (ACE LR). In addition, the 8 directors of the Company were imposed total fines ranging from RM25,000 to RM155,000.

The Company was publicly reprimanded for breaches of the following provisions of the ACE LR: -
(1) Rules 9.35(1)(a) & (b) of the ACE LR for failing to ensure that ZENTECH’s announcements/press release dated 13 January 2021, 20 January 2021, 22 January 2021, 15 April 2022 and 20 April 2022 (Announcements) were factual, clear, accurate and not misleading (Covid-19 Disclosure Breach).

(2) Rule 9.23(1) of the ACE LR for failing to issue the annual report that included the annual audited financial statements (AFS) together with the auditors’ and directors’ reports for the 17-months financial period ended (FPE) 30 June 2021 (AR 2021) on or before 31 October 2021 (AR 2021 Delay Breach).  ZENTECH had only issued the AR 2021 on 16 November 2021, after a delay of 11 market days.

(3) Rule 2.18(1)(c) of the ACE LR for failing to ensure that the AR 2021 that included the AFS together with the auditors’ and directors’ report for the FPE 30 June 2021 (AFS 2021), issued on 8 November 2021 (8 Nov AR), was not misleading as it included the AFS 2021 which had not been finalised or cleared by the external auditors, and the Independent Auditors’ Report had yet to be signed pending further audit works to be done (AR 2.18 Breach).

(4) Rules 15.09(1)(a) & (c) and Rule 15.10 of the ACE LR read together with Rule 15.19 of the ACE LR for: -(a) failing to have an Audit Committee member that fulfilled the requirements under Rule 15.09(1)(c) of the ACE LR or paragraph 7.1 of Guidance Note 9 for a period of approximately 26.5 months from 15 December 2020 to 28 February 2023 (AC Qualifications Breach); and(b) failing to have at least 3 members in the Audit Committee and an Audit Committee Chairman for a period of approximately 4.5 months from 15 December 2020 to 26 April 2021.

(5) Rules 2.18(1)(a) & (c) of the ACE LR for failing to ensure that the representation in the Audit Committee Report of the AR 2021 and annual report for the financial year ended 30 June 2022 (AR 2022) which stated that the composition of the Company’s Audit Committee met the requirements of Rule 15.09 of the ACE LR was accurate, not false or not misleading (AC Misrepresentation Breach).

In addition to the public reprimand for the AR 2021 Delay Breach, the Company was required to review and ensure the adequacy and effectiveness of its financial reporting function.

The following penalties were imposed on 8 of the Company’s directors’ (Directors) during the material time, who had breached Rule 16.13(b) of the ACE LR for permitting the Company to commit the breaches as follows: -

No.	Directors	Breaches	Penalties
1.	Tan Sri Syed Mohd Yusof bin Tun Syed Nasir (Tan Sri Yusof)Independent Non-Executive ChairmanAudit Committee member	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM25,000
		AR 2.18 Breach	Public Reprimand & Fine of RM50,000
		AC Qualifications Breach & AC Misrepresentation Breach	Public Reprimand & Fine of RM30,000
Total Fines			RM105,000
2.	Dato’ Megat Fairouz Junaidi bin Megat Junid (Dato’ Megat)Senior Independent Non-Executive Vice ChairmanAudit Committee member (Resigned on 29 November 2022)	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM25,000
		AR 2.18 Breach	Public Reprimand & Fine of RM50,000
		AC Qualifications Breach & AC Misrepresentation Breach	Public Reprimand & Fine of RM30,000
Total Fines			RM105,000
3.	Datuk Seri Tan Choon HwaNon-Independent Non-Executive Vice Chairman (Resigned on 18 June 2021)	Covid-19 Disclosure Breach (in respect of the announcements/press release dated 13 January 2021, 20 January 2021 and 22 January 2021 only)	Public Reprimand & Fine of RM31,250
Total Fine			RM31,250
4.	Dato’ Zhang LiExecutive Director	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM50,000
		AR 2.18 Breach	Public Reprimand & Fine of RM50,000
		AC Qualifications Breach & AC Misrepresentation Breach	Public Reprimand & Fine of RM30,000
Total Fines			RM130,000
5.	Siva Kumar a/l KalugasalamExecutive Director	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM50,000
		AR 2.18 Breach	Public Reprimand & Fine of RM75,000
		AC Qualifications Breach & AC Misrepresentation Breach	Public Reprimand & Fine of RM30,000
Total Fines			RM155,000
6.	Edwin Silvester DasIndependent Non-Executive DirectorAudit Committee Chairman	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM31,250
		AR 2.18 Breach	Public Reprimand & Fine of RM62,500
		AC Qualifications Breach & AC Misrepresentation Breach	Public Reprimand & Fine of RM37,500
Total Fines			RM131,250
7.	Zhang YangNon-Independent Non-Executive Director	Covid-19 Disclosure Breach	Public Reprimand & Fine of RM25,000
		AR 2.18 Breach	Public Reprimand & Fine of RM50,000
Total Fines			RM75,000
8.	Chak Ho SumIndependent Non-Executive Director (Resigned on 18 June 2021)	Covid-19 Disclosure Breach (in respect of the announcements/press release dated 13 January 2021, 20 January 2021 and 22 January 2021 only)	Public Reprimand & Fine of RM25,000
Total Fine			RM25,000

The findings of breach and imposition of the above penalties on the Company and the Directors were made pursuant to Rule 16.19 of the ACE 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 the Company and shareholders/ investors,  the roles, responsibilities, knowledge, involvement and conduct/action/inaction of the Directors and the fact that Edwin Silvester Das and Datuk Seri Tan Choon Hwa had previously breached the listing requirements.

Bursa Malaysia Securities views the contraventions seriously as timely and accurate disclosure of financial statements and material information to enable investors to make informed decision is of paramount importance in ensuring an orderly and fair market for securities traded on Bursa Malaysia Securities and maintaining market integrity and investor confidence.  The numerous breaches/failures by the Company displayed disregard of the ACE LR and failure/neglect by the Directors in the discharge of their duties to ensure all announcements/information submitted to Bursa Malaysia Securities were proper and complied with the prescribed standard of disclosure.

The Company and its Directors are also reminded of their responsibility to maintain the appropriate standards of corporate responsibility and accountability to its shareholders and the investing public.  

BACKGROUND
I. Covid-19 Disclosure Breach
The Company had essentially represented in the Announcements that: -

• its subsidiary had on 11 January 2021, submitted the application for registration of the Covid-19 vaccines by Sinovac Biotech Co. Ltd (Sinovac), CanSino Biologics Inc (CanSino) and Sinopharm China National Biotech Group Co Ltd (Sinopharm) with the National Pharmaceutical Regulatory Agency (NPRA); and
• its subsidiary was appointed as distributors for the Covid-19 vaccines by Sinovac, CanSino and Sinopharm.
  
  

However, the Announcements were not factual, unclear, inaccurate and misleadingas: -

• the Company had on 11 January 2021 merely submitted a product classification application for the Covid-19 vaccines by Sinovac and Sinopharm to the NPRA. The product classification application was only to ascertain the category of the product and was not an application for registration or part of the registration process, which was essential for the distribution of the Covid-19 vaccines in Malaysia;
• the Company did not submit any application to the NPRA relating to the Covid-19 vaccine by CanSino; and
• there were no documents evidencing any supply agreement/arrangement for the Covid-19 vaccines by CanSino and the Company’s appointment as distributor for the Covid-19 vaccines by Sinovac, Sinopharm and CanSino.
  
  

The Company and Directors were or should be aware, had reasonable enquiries or verification been undertaken, that the Announcements were not factual, unclear, inaccurate and misleading based on:

• the documentation available/submitted which clearly showed that the Company had merely submitted a product classification application with the NPRA, and the supply/purchase of the Covid-19 vaccines by Sinovac and Sinopharm but there were no evidence of the Company’s appointment as distributor by Sinovac, Sinopharm or CanSino;
• the Drug Registration Guidance at NPRA’s website which clearly set out that vaccines fall under the product category of Biologics and the detailed information or requirements to support an application for product registration;
• NPRA’s emails to the Company on 13 & 21 January 2021 highlighting the Company’s classification application and clarifying that the classification application was not mandatory and not a registration process; and
• The Edge Article on 20 January 2021 which reported the Health Director-General’s clarification that there had been no application for registration yet from the Company.
  
  

Further, the Company and Directors were or should be aware of the materiality of the Announcements and to ensure compliance with the standard of disclosure prescribed under Rule 9.35(1) of the ACE LR in view of (i) the Disclosure Guidance on Covid-19 Related Impacts and Investments issued by Bursa Malaysia Securities on 10 June 2020 videICN 1/2020, where Bursa Malaysia Securities reminded listed companies to ensure that all Covid-19 related disclosures are fair and accurate and to avoid promotional disclosure and (ii) the acknowledgement in the Company’s announcement dated 20 January 2021 on the seriousness of the implications arising out of a misleading representation as to whether the NPRA had in fact received the Company's application for registration of the Covid-19 vaccine.

The representation that the Company’s subsidiary had submitted the application for registration with the NPRA was clearly not factual, inaccurate and misleading for it  alluded to the Company’s progress/imminent completion of the registration process for the Covid-19 vaccines in that the Company had entered the more rigorous and critical phase of regulatory scrutiny required for registration when in actual fact, the Company had merely submitted a request for product classification.  Such representation was also overstated and the press release on 13 January 2021 was over-zealous in view of the preliminary nature of the product classification application submitted to the NPRA on 11 January 2021.
A higher fine was imposed on the 2 Executive Directors in view of their primary role where Dato’ Zhang Li had spearheaded the Covid-19 vaccine project and Siva Kumar was designated to approve all announcements relating to the Covid-19 vaccines. The Executive Directors were in the position, but had failed to, undertake reasonable enquiries and proper verification to ensure the Announcements were in compliance with the ACE LR.

The Non-Executive Directors had also failed in the discharge of their duties of supervision over the Company/Executive Directors/management in allowing the Announcements to be released in contravention of Rule 9.35(1) of the ACE LR where they had merely delegated the approval of the Announcements made by the Board to the Executive Directors and had totally relied and continued to rely on the Executive Directors to ensure compliance of the ACE LR. There was also no Board deliberation of the business undertaking related to the Covid-19 vaccines, and no evidence to show that they had undertaken any or reasonable enquiries on the state of supply or the Company’s appointment as distributors of the Covid-19 vaccines and the Company’s application or status/progress of the registration process with the NPRA.

II. AR 2021 Breaches
The AR 2021 Delay Breach was essentially due to the Company’s failure to ensure sufficient appropriate audit evidence on a major subsidiary, was provided to the external auditors to facilitate and expedite the audit.

In respect of the AR 2.18 Breach, there was no basis for the Company/Board to proceed with or insist on the issuance of the 8 Nov AR to avoid a trading suspension as prior to the issuance of the 8 Nov AR on 8 November 2021: -

• the external auditors had clearly informed the Company/the Executive Director, Siva Kumar that they could not give clearance on the financial statements and would not be signing the Independent Auditors’ Report as there were further work to be done; and
• the Executive Director had notified the Board upon receipt of the external auditors’ message indicating that they cannot give approval on the financial statements and the final confirmation that the external auditors would not sign the AFS 2021.
  
  

Further, following the issuance of the 8 Nov AR, the external auditors had requested the Company/Board to take the necessary corrective steps to rectify the announcement on the 8 Nov AR. However, the Company only announced the retraction of the 8 Nov AR on 11 November 2021 i.e. 3 days later.

The AR 2.18 Breach had led to a deferment in the trading suspension in accordance with Rule 9.28(5) of the ACE LR from 9 November 2021 to 15 November 2021, i.e. the 10th market day after the due date of issuance of the AR 2021 on 31 October 2021.

There was blatant disregard of the ACE LR and blatant failure by the Board in the discharge of their duties in proceeding with and allowing the issuance of the 8 Nov AR despite their knowledge that the AFS 2021/AR 2021 had not been finalised/cleared/ signed off by the external auditors and failure to ensure immediate retraction of the 8 Nov AR.
An aggravating fine was imposed on the Executive Director, Siva Kumar who was the director primarily responsible for the financial management of the Company and involved in the engagement with the external auditors on 8 November 2021. Hence, he was in a better position to advise the Board vis-à-vis the issuance of the 8 Nov AR and yet, he had insisted on the issuance of the 8 Nov AR to avoid the trading suspension.

III. Corporate Governance Breach
It is fundamental for listed companies to maintain

There was no reasonable justification for the Company’s failure to comply with Rules 15.09(1)(a) & (c) and Rule 15.10 of the ACE LR within 3 months following the resignation of the former Audit Committee Chairman on 15 September 2020.  In this respect: -

• Notwithstanding the appointment of Tan Sri Yusof as the Independent Non-Executive Chairman on 7 December 2020, the Company had only appointed Tan Sri Yusof and Edwin Silvester Das as an Audit Committee member and the Audit Committee Chairman respectively to comply with Rule 15.09(1)(a) and Rule 15.10 of the ACE LR on 27 April 2021 i.e. approximately 4.5 months from 15 December 2020.
• The Company’s Audit Committee during the period of 15 December 2020 to 28 February 2023 which comprised Tan Sri Yusof, Dato’ Megat and Edwin Silvester Das did not meet the requirements under Rule 15.09(1)(c) of the ACE LR or paragraph 7.1 of Guidance Note 9.  Despite representations that they are eminent and experienced businessmen/prominent entrepreneurs, the fact was that none of them met the criteria under Rule 15.09(1)(c) of the ACE LR or the requisite academic qualification, professional accounting membership or experience in accounting, finance or the financial management of a corporation under paragraph 7.1 of Guidance Note 9.
  
  

Further, the Directors (excluding Datuk Seri Tan Choon Hwa, Zhang Yang and Chak Ho Sum) were informed by the company secretary during the Audit Committee meeting on 27 April 2021 that the Audit Committee did not fulfil the requirement of Rule 15.09 of the ACE LR. However, they had approved the Audit Committee Report in the AR 2021 and AR 2022 which misrepresented that the Company’s Audit Committee met the requirements of Rule 15.09 of the ACE LR.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	16,073	10,735	49,291	31,674
2	Profit/(loss) before tax	-8,170	-4,788	-10,664	-11,288
3	Profit/(loss) for the period	-8,300	-3,330	-11,019	-10,112
4	Profit/(loss) attributable to ordinary equity holders of the parent	-7,848	-1,587	-10,430	-8,528
5	Basic earnings/(loss) per share (Subunit)	-0.25	-0.06	-0.34	-0.32
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 ($$)	0.0300		0.0200

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Notice of Person Ceasing (Section 139 of CA 2016)

ZEN TECH INTERNATIONAL BERHAD

Particulars of Substantial Securities Holder

Name	RHB TRUSTEES BERHAD
Address	Level 11, Tower Three, RHB Centre, Jalan Tun Razak Kuala Lumpur 50400 Wilayah Persekutuan Malaysia.
Company No.	573019-U
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	RHB TRUSTEES BERHAD
Address of registered holder	Level 11, Tower Three, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur, W.P. Kuala Lumpur.
Date of cessation	29 Aug 2024

No of securities disposed	500,000,000
Circumstances by reason of which a person ceases to be a substantial shareholder	Kenanga Investors BerhadThe Investment Manager of Kenanga Islamic Absolute Return Fund fully disposed the shares as part of Portfolio Investment
Nature of interest	Direct Interest
Date of notice	29 Aug 2024
Date notice received by Listed Issuer	02 Sep 2024