KUALA LUMPUR: Bursa Malaysia Securities Bhd has publicly reprimanded Scanwolf Corp Bhd and its seven directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR) and fined its four executive directors RM175,000.
Scanwolf was publicly reprimanded for failing to issue a circular to the company’s shareholders and seek the shareholders’ approval in a general meeting before the joint venture agreement dated July 30, 2012 (JVA) entered into between Scanwolf Properties Sdn Bhd (SPSB) and Scanwolf Development Sdn Bhd (SDSB).
The regulator said the JVA was inaccurate, particularly the representations that the JVA was not subject to the approval of Scanwolf’s shareholders; and that the highest percentage ratio applicable to the transaction was 1%.
Scanwolf also failed to ensure that the announcement contained the required information of the basis of arriving at the consideration and the justification for the consideration; and if no joint venture corporation will be set up, the terms of cost and profit sharing and the estimated total cost of project.
Bursa said seven directors of Scanwolf at the material time had breached the Main LR for permitting the company to commit the breach of the Main LR.
“The finding of breach and imposition of the penalties on Scanwolf and its directors were made pursuant to 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 Scanwolf and shareholders/investors and the directors’ roles, responsibilities, knowledge/involvement in the JVA and conduct of the directors.”
Bursa Malaysia Securities views the contraventions seriously particularly as Chapter 10 of the Main LR serves to protect the interest of shareholders on material transactions of a listed issuer.
It reminded Scanwolf 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.
