Public Reprimand on F.C.H. Holdings Sdn Bhd and its Directors in relation to Sinmah Resources Bhd's Rights Issue Proposal

Kuala Lumpur, 11 December 2001

The Securities Commission (SC) hereby reprimands F.C.H. Holdings Sdn Bhd (FCH) and the directors of FCH named below for non-compliance with the provision of the SC's Policies and Guidelines on Issue/Offer of Securities (Issues Guidelines) in respect of the failure to honour the irrevocable undertaking given by FCH, to subscribe for its entitlement to Sinmah Resources Berhad's (Sinmah) rights issue shares.

The directors of FCH at the time of the breach of the Issues Guidelines on 2 March 2001 are:

  1. Fong Choon Kai;
  2. Fong Kiah Yeow;
  3. Fong Kok Yong; and
  4. Fong Ngan Teng.

Southern Investment Bank Berhad had, on 5 March 2001, on behalf of Sinmah, announced that, as at 2 March 2001 (the closing date of acceptances for Sinmah's rights issue), the rights issue had been undersubscribed by 97.81%. In the same announcement, it was mentioned that, FCH had informed the Board of Directors of Sinmah that it was unable to subscribe for its entitlement under the rights issue of 81,394,820 rights share for certain reasons.

FCH's non-subscription of its entitlement was contrary to its commitment, given in the form of the irrevocable undertaking to subscribe in full for its entitlement. An irrevocable undertaking, once given, should be honoured and performed.

The SC takes a serious view of FCH's failure to honour its irrevocable undertaking mentioned above. Such failure is a serious breach of the principle of good corporate governance which reflects poorly on the conduct of FCH and its directors. FCH was given due opportunity to explain its case to the SC. However, the explanations provided by FCH were unsatisfactory.

In addition to the public reprimand, the SC had also decided not to consider, for a period of three years from the date of this announcement, any submission under Section 32 of the Securities Commission Act 1993, by any corporation and/or its related corporations (as defined in the Companies Act 1965), in which FCH, Fong Choon Kai, Fong Kiah Yeow, Fong Kok Yong and/or Fong Ngan Teng (either jointly or severally) and/or their nominees and/or any persons connected with them, are directors of, and/or have any substantial interest (of not less than 5%) in the issued and paid-up capital of the said corporations.


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