2. Nauticalink was given approval for listing on the Second Board of the Kuala Lumpur Stock Exchange on 9 November 1994 subject to conditions, amongst others, that the daily income from ticket sales and the purchase of ferry spare parts be audited by an independent auditor on a regular basis and the findings thereof being reported by the directors of Nauticalink to the shareholders in the Annual Report of the company. Nauticalink and its relevant directors had failed to do so in its 1994 Annual Report which was submitted to the SC in October, 1995.

3. In addition, the SC had, on 29 December 1994, approved the application by Ooi Kooi Bee, Ooi Chin Huat and Ooi Cheng Choon for the transfer of shares owned by them on which moratorium restrictions had been imposed to two holding companies, Silveride Sdn Bhd and Sasaraya Sdn Bhd, subject to the applicants submitting statutory declarations confirming that there shall be no change in the beneficial interest of the shares arising from the transfer to the said holding companies, without the SC's prior approval. The statutory declarations were not submitted to the SC within a reasonable time. They were only submitted to the SC on 16 November 1995 after several reminders and a lapse of almost one (1) year from the date of the SC's approval. The applicants had transferred the shares to their holding companies even prior to submitting the required statutory declarations, notwithstanding that the transfer was voidable for non compliance of the condition.

4. Both Nauticalink, its relevant directors at the time and the original substantial shareholders of Nauticalink i.e. Ooi Kooi Bee, Ooi Chin Huat and Ooi Cheng Choon were given due opportunity to explain their failure to comply with the SC's conditions of approval. Their explanations have been found to be unsatisfactory.

5. The SC places utmost importance on a high standard of corporate governance by directors of public companies in the compliance by public companies of the terms and conditions imposed by the SC in its approval of any corporate proposal. The directors are under a duty to ensure the fulfilment of these conditions as they are imposed to safeguard investors' interest. The SC is empowered to revoke a proposal for non-compliance of any term or condition stipulated by the SC. In the case of Nauticalink and its relevant directors, the SC has decided to issue the public reprimand for failure to conduct the required audit after taking into consideration the interest of minority shareholders. In the case of Ooi Kooi Bee, Ooi Chin Huat and Ooi Cheng Choon, the public reprimand is given for failure to submit the required statutory declarations within a reasonable period of time.

6. The SC also views with concern the frequent changes in the composition of the Board of Directors as seen in Nauticalink. This goes against the spirit of the moratorium condition imposed by the SC which is to ensure commitment and continuity in the management of a listed company for a certain minimum period after listing.

7. In view of the gravity of the case, the SC has also decided that it will not consider any corporate proposals involving the said Ooi Kooi Bee, Ooi Chin Huat and Ooi Cheng Choon, for a period of three (3) years from this date.

8. The SC also wishes to issue a general reminder to directors and principal officers of public companies of their fiduciary duties in general and of the provisions of Section 32(6) of the Securities Commission Act 1993 (Amended) in particular for which the penalty thereof is provided under Section 39A of the said Act. These provisions came into force on 25th November 1995.

9. Directors of public companies and principal officers are expected to maintain a high standard of corporate governance and to observe all relevant laws, regulations and rules at all times so as to ensure continued investor confidence in the capital market. In this regard, the SC will not hesitate to act against transgressors whose actions undermine market confidence.