本帖最后由 icy97 于 9-9-2018 04:59 AM 编辑
BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS CHINA AUTOMOBILE PARTS HOLDINGS LIMITED AND FINES 3 DIRECTORS| CHINA AUTOMOBILE PARTS HOLDINGS LIMITED |
Bursa Malaysia Securities Berhad (635998-W) (“Bursa Malaysia Securities”) has publicly reprimanded China Automobile Parts Holdings Limited (“CAP” or “the Company”) and its 3 directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (“Main LR”). In addition, the 3 directors of CAP were also imposed total fines of RM1,523,300 as at to-date.
CAP was publicly reprimanded for committing the following breaches of the Main LR (“CAP’s Breaches”):- No. | Breach | 1. | Financial Reporting Breaches CAP had committed the following breaches:- - paragraph 9.22(1) of the Main LR for failing to announce the Company’s quarterly reports for the financial period ended 31 March 2017 (“QR March 2017”), 30 June 2017 (“QR June 2017”), 30 September 2017 (“QR Sept 2017”), 31 December 2017 (“QR Dec 2017”) and 31 March 2018 (“QR March 2018”) within the stipulated timeframes. The Company has yet to announce the quarterly reports;
- paragraph 9.23(1) read together with paragraph 2.06(2) of the Main LR for failing to re-issue the Company’s audited financial statements for the financial year ended 31 December 2015 (“AFS 2015”) on or before 4 July 2017 as required by Bursa Malaysia Securities vide letter dated 5 June 2017. The Company had only re-issued the AFS 2015 on 11 January 2018; and
- paragraph 9.23(1) of the Main LR for failing to issue the Company’s annual report for the 18-months financial year ended 30 June 2017 (“AR 2017”) on or before 31 October 2017. The Company has yet to issue the AR 2017.
| 2. | Corporate Governance Breaches CAP had failed to comply with the following requirements on the composition of its board of directors and audit committee:- - paragraph 15.02(1) read together with paragraph 15.02(3) of the Main LR for failing to ensure that there were at least 2 independent directors in its board of directors after 3 months from the resignation of the independent director, Goh Yoke Tong on 28 April 2017;
- paragraph 15.09(1)(a) read together with paragraph 15.19 of the Main LR for failing to ensure the audit committee composed of not fewer than 3 members after 3 months from the resignation of Tan Sik Eek, a member of the audit committee on 22 February 2017;
- paragraph 15.09(1)(c) of the Main LR for failing to ensure at least 1 member of the audit committee fulfilled the prescribed qualifications/requirements after the resignation of Goh Yoke Tong on 28 April 2017; and
- paragraph 15.10 read together with paragraph 15.19 of the Main LR for failing to elect a chairman amongst the members of the audit committee after 3 months from the resignation of the audit committee chairman, Goh Yoke Tong on 28 April 2017.
Further, the Company does not have any independent director in its board of directors and an audit committee after the resignation of Zhu GuoHe on 29 November 2017. | 3. | Foreign Listing Requirements Breaches CAP had failed to comply with the following foreign listing requirements:- - paragraph 4A.04(2) of the Main LR for failing to have at least 2 independent directors whose principal or only place of residence is within Malaysia after the resignation of the Malaysian independent director, Ong Tee Kein on 7 February 2017. The Company has yet to comply with this requirement;
- paragraph 4A.04A of the Main LR for failing to ensure that the audit committee has at least 1 independent director who has a principal or only place of residence in Malaysia after the resignation of the Malaysian independent director, Tan Sik Eek on 22 February 2017. Despite the appointment of a Malaysian independent director, Goh Yoke Tong on 31 March 2017 and as the audit committee chairman on 4 April 2017, he had resigned on 28 April 2017 and the Company has yet to comply with this requirement; and
- paragraph 4A.05 of the Main LR for failing to appoint an agent or representative in Malaysia to be responsible for communication with Bursa Malaysia Securities on behalf of the Company from 28 April 2017 to 15 November 2017.
| 4. | Non-Compliance with Bursa Malaysia Securities’ Directives CAP had failed to comply with the following instructions or directives of Bursa Malaysia Securities in contravention of paragraph 2.23(1) of the Main LR:- - the instruction of Bursa Malaysia Securities vide letter dated 26 May 2017 for the Company to make an immediate announcement by 12:30pm on the same day in respect of its external auditors’ letter to the Company dated 25 May 2017 on the non-reliance of the auditors’ report for CAP’s financial statements for the financial year ended 31 December 2015;
- the instructions/directives of Bursa Malaysia Securities vide letters dated 7 and 9 June 2017 for the Company to make an immediate announcement and clarification on the fact that Quanzhou Intermediate People’s Court had put up a judicial auction of the buildings and land use rights owned by a wholly owned subsidiary of CAP, QuanZhou FenSun Automobile Parts Co. Limited;
- the instructions/directives of Bursa Malaysia Securities vide letters dated 15 and 16 June 2017 for the Company to announce Bursa Malaysia Securities’ directive to the Company to have its outstanding QR March 2017reviewed by its external auditors;
- the instruction of Bursa Malaysia Securities vide letter dated 3 July 2017 for the Company to make an announcement by 4 July 2017 on the status including the steps taken on the reissuance of the AFS 2015;
- the instruction of Bursa Malaysia Securities vide letter dated 10 July 2017 for the Company to announce the notice to show cause issued by Bursa Malaysia Securities to CAP as to why a suspension should not be imposed on the trading of the securities of CAP for failing to reissue the AFS 2015 within the stipulated timeline; and
- the instruction of Bursa Malaysia Securities vide letter dated 24 July 2017 for the Company to announce that Bursa Malaysia Securities had decided to further suspend the Company’s securities until further notice pursuant to paragraph 16.02(1)(e) of the Main LR for failing to reissue the AFS 2015 within 1 month from 5 June 2017,
(collectively referred to as “the Instructions/Directives of Bursa Malaysia Securities”). | 5. | Disclosure Breaches CAP had failed to comply with the following disclosure requirements:- - paragraph 9.28(3) of the Main LR for failing to make prior announcements on the Company’s inability to issue the quarterly reports for the financial period ended 30 June 2017 until 31 December 2017 and AR 2017 within the stipulated timeframes; and
- paragraph 9.28(3A) of the Main LR for failing to make the monthly announcements on the status of the issuance of the outstanding financial statements. The Company had only announced the updates on the status of the outstanding financial statements on 4 December 2017, 5 March 2018 and 30 April 2018.
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CAP was also required to ensure:- - all its directors and the relevant personnel of the company attend a training programme in relation to compliance with the Main LR particularly pertaining to financial statements; and
- its board of directors review and assess the adequacy and competency of its finance and accounting resources and adequacy, comprehensiveness and effectiveness of the company’s policies and procedures in respect of financial reporting and implementation of the same.
The following penalties were imposed on 3 directors of CAP for breach of paragraph 16.13 of the Main LR where they had caused and/or permitted CAP to commit all or some of CAP’s Breaches:- No. | Director | Breach | Penalties Imposed | 1. | Wang YuYun Executive Chairman (Appointed as an Executive Director on 4 April 2012 and re-designated as Chairman on 15 May 2014) | paragraph 16.13(a) and (b) of the Main LR for causing and permitting CAP to commit the Financial Reporting Breaches | Public Reprimand and total fines of RM630,500* | paragraph 16.13(b) of the Main LR for permitting CAP to commit the Corporate Governance Breaches, Foreign Listing Requirements Breaches, Disclosure Breaches and the Non-Compliance with Bursa Malaysia Securities’ Directives | Public Reprimand and Fine of RM500,000 | 2.
| Chen XunZe Executive Director (Appointed on 18 July 2016) | paragraph 16.13(b) of the Main LR for permitting CAP to commit the Financial Reporting Breaches | Public Reprimand and total fines of RM252,200* | paragraph 16.13(b) of the Main LR for permitting CAP to commit the Corporate Governance Breaches, Foreign Listing Requirements Breaches, Disclosure Breaches and the Non-Compliance with Bursa Malaysia Securities’ Directives | Public Reprimand and Fine of RM100,000 | 3. | Zhu GuoHe Independent Non-Executive Director and AC member (Appointed on 15 August 2016 and resigned on 29 November 2017) | paragraph 16.13(b) of the Main LR for permitting CAP’s failure to announce/issue the QR March 2017, QR June 2017, AFS 2015 and AR 2017 within the stipulated timeframe | Public Reprimand and total fines of RM40,600 |
[*A fine of RM500 per market day was imposed on Wang YuYun and a fine of RM200 per market day was imposed on Chen XunZe for each delay of the financial statements (subject to a maximum fine of RM1,000,000 for each financial statement) until the financial statements are issued/announced. The fines imposed on Wang YuYun and Chen XunZe were computed as at 4 September 2018.]
The finding of breach and imposition of the above penalties on CAP 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/impact of the breaches to CAP and shareholders/investors and the roles, responsibilities, knowledge and conduct of the directors.
Bursa Malaysia Securities views the contraventions seriously as the timely and accurate disclosure of material information and submission of financial statements are fundamental obligations of listed companies. These obligations are of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions.
Bursa Malaysia Securities has also reminded CAP and its board of directors of their responsibility to maintain the appropriate standards of corporate responsibility and accountability to its shareholders and the investing public.
The above enforcement actions are without prejudice to other/further actions which may be taken by Bursa Malaysia Securities for other breaches that may be committed by the company and/or directors.
BACKGROUND The delay in the announcement of the QR March 2017 and reissuance of the AFS 2015 which led to the delay in the announcement/issuance of the subsequent financial statements were mainly due to CAP’s failure, refusal and/or neglect to address/resolve the material audit issues raised by its external auditors on 25 April 2017. In addition, CAP had failed to demonstrate reasonable/expeditious efforts taken including settlement of the outstanding audit fees to expedite the reissuance of AFS 2015 and appointment of the audit committee and company secretary which had allegedly led to the Company’s inability to review the financial statements and make the relevant announcements. It is the Company’s obligation to ensure timely announcement/issuance of the outstanding financial statements as all listed companies are required to maintain the resources necessary to discharge its obligation under the Main LR and the responsibility lies on the board of directors to approve and announce/issue the financial statements.
Wang YuYun, the Executive Chairman primarily responsible for the financial management and daily operations of CAP including the review and approval of announcements for release to Bursa Malaysia Securities and Chen XunZe, the executive director assisting Wang YuYun had failed to discharge, abdicated and/or disregarded their responsibilities to ensure the Company’s compliance with its obligations under the Main LR vis-à-vis CAP’s breaches. In particular, they as executive directors, were in a position but had failed, refused and/or neglected to address/resolve the audit issues with the external auditors and were lackadaisical in the appointment of the company secretary and settlement of the outstanding fees to the external auditors to enable timely announcement/issuance of the financial statements and material disclosures to Bursa Malaysia Securities.
Zhu GuoHe, being an Independent Non-Executive Director and a member of the audit committee, had the specific function under the Main LR to, amongst others, review financial statements. He had failed to demonstrate that he had taken reasonable efforts to inquire, follow-up, monitor and supervise the resolution of the audit issues and appointment of the company secretary/agent towards the Company’s timely reissuance of the AFS 2015 and the announcement/issuance of the QR March 2017, QR June 2017 and AR 2017. His mere reminders/reliance on the executive directors/management to ensure timely announcement/issuance of the financial statements, without more, was not acceptable in the discharge of his obligations particularly in light of:- - his awareness of the significance/seriousness of the audit issues and that the unresolved audit issues would lead to the non-reliance and re-issuance of the auditors’ report for the Company’s financial statements for the FYE 31 December 2015; and
- the prolonged delay in issuance of the financial statements which had led to the continued suspension in the trading of the Company’s securities since 8 June 2017.
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