【WINTONI 0141 交流专区】（前名 WINSUN）

icy97

剩谢光礼召开特大
WINTONI 1提名董事换人

2017年6月4日
（吉隆坡3日讯）WINTONI（WINTONI，0141，创业板）大股东谢光礼（译音）先前要求召开股东特别大会罢黜3名董事，并委任3名新董事，但其中一位获提名的新董事，以私人原因退出。

上月中，WINTONI持股10%以上的股东谢光礼和陈忠龙（译音）发出特别通知，要求召开特大罢黜和委任董事。

但WINTONI昨日再向马交所报备，谢光礼原本要提名他自己、钟成福和王美甜（人名皆译音）为新董事，但钟成福却以私人理由退出。

而顶替钟成福被提名入局的董事，则是莫纳西尔沙烈。

值得注意的是，谢光礼另也呈交另一份新信函，同样要求罢黜3位董事，以及列出建议委任的3名董事，已讲钟成福换成莫纳西尔沙烈。不过，这份信函只有谢光礼署名，并不见陈忠龙的名字。

建议被罢黜的董事，分别是独立非执行主席拿督斯里莫哈末沙立奥玛、执行董事阿末安林阿都马利，以及执行董事拉惹卡玛鲁丁。

今年3月，WINTONI获交易所批准，延长提呈业务重组计划的期限，到8月26日。随后，该公司接获Techway Engineering私人有限公司倒置收购献议。【e南洋】

Type	Announcement
Subject	OTHERS
Description	WINTONI GROUP BERHAD ("WINTONI" OR "THE COMPANY")1. Notice of Intention to Move Resolutions Requiring Special Notice Pursuant to Sections 206(3) and 322 of the Companies Act 20162. Notice of Intention to Move Resolutions for Removal of Directors from Office and to Propose Persons for Election as Directors3. Notice of Extraordinary General Meeting called by a member pursuant to Section 310(b) of the Companies Act 2016
WINTONI wishes to announce that the Company has on 2 June 2017 received Notice of intention to move resolutions requiring Special Notice pursuant to Sections 206(3) and 322 of the Companies Act 2016 and Notice of Intention to move resolutions for removal of Directors from office and to propose persons for election as Director together with Notice of Extraordinary General Meeting called by a member pursuant to Section 310(b) of the Companies Act 2016. A copy each of the said Notice is attached herewith for reference. This announcement is made on 2 June 2017.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5451649

Attachments Wintoni 1.pdf

Type	Announcement
Subject	OTHERS
Description	1.        WINTONI GROUP BERHAD ("WINTONI" OR "THE COMPANY")2.        - SPECIAL NOTICE ON REMOVAL & APPOINTMENT OF DIRECTORS PURSUANT TO SECTIONS 206(2), 311, 311(3)(a) AND 322 OF THE COMPANIES ACT, 2016
WINTONI wishes to announce that the Company has on 2 June 2017 received a letter from Chong Seng Foo (NRIC No.: 680827-08-5295) dated 1 June 2017 notifying the Company that he would like to pull out/withdraw from the nomination to be a director from the Company on the forthcoming purported Extraordinary General Meeting. A copy of the said letter is attached herewith for reference.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5451653

Attachments Wintoni -Chong Seng Foo.pdf

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2017

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2017	31 Mar 2016	31 Mar 2017	31 Mar 2016
		$$'000	$$'000	$$'000	$$'000

1	Revenue	74	46	74	46
2	Profit/(loss) before tax	-110	-1,737	-110	-1,737
3	Profit/(loss) for the period	-110	-1,737	-110	-1,737
4	Profit/(loss) attributable to ordinary equity holders of the parent	-110	-1,699	-110	-1,699
5	Basic earnings/(loss) per share (Subunit)	-0.02	-0.34	-0.02	-0.34
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 ($$)	-0.0021		-0.0021

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5300万下落不明
WINTONI执董报警

2017年6月20日
（吉隆坡19日讯）WINTONI（WINTONI，0141，创业板）向交易所报备，一名执行董事今日针对前任董事拿督郑博毅或涉嫌不当行为，向警方报案。

该公司报备时指出，郑博毅怀疑涉嫌导致公司一笔达5300万令吉的资金下落不明，因此，该名执行董事已经报警。

该名董事要求警方根据刑事法典和反洗黑钱和反恐怖主义法（Anti-Money Laundering and Anti-Terrorism Act），调查潜在的不当行为。

委清算公司 除牌在即

另外，WINTONI董事部指，因负债无法继续经营，所以已委任Mohd Afrizan bin Husain of Aftaas企业顾问服务有限公司担任临时清算公司，助该公司自愿清盘。

同时，董事部也宣布，不会要求交易所，展延提呈必要宣布的限期。这意味着该公司将面临停牌及除牌的厄运。

该公司若无法在6月16日或之前提呈必要的宣布；无法在8月26日或之前提呈重组计划给监管机构和获得批准，以执行重组计划；及无法在期限内或获批延长的期限内执行重组计划，交易所有权要该公司停牌及除牌。

在发生任何上述情况，交易所在发出停牌通知后的第六个交易日，可勒令股票停牌，以及除牌。【e南洋】

Type	Announcement
Subject	OTHERS
Description	Wintoni Group Berhad ("Wintoni" or the "Company")Lodgement of Police Report
The Board of Directors of Wintoni wishes to inform that an Executive Director of the Company had on 19 June 2017, lodged a Police Report on possible wrongdoings by Dato' Tey Por Yee, a past Director of Wintoni who is suspected in causing RM53 million being unaccounted for and/or misappropriated from the Company. The Police was requested to investigate the potential wrongdoings under the Penal Code and Anti Money Laundering and Anti Terrorism Act. This announcement is dated 19 June 2017.

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Suspension and De-Listing of Wintoni Group Berhad

WINTONI GROUP BERHAD

Wintoni Group Berhad (“WINTONI”) has failed to make the Requisite Announcement on or before 16 June 2017 as stipulated in Bursa Securities’ letter dated 8 March 2017.

In the circumstances, please be informed that:-

the trading in the securities of WINTONI will be and/or remain suspended with effect from 30 June 2017 until further notice; and
the securities of the Company will be de-listed on 4 July 2017 unless an appeal against the de-listing is submitted to Bursa Securities on or before 29 June 2017 (“the Appeal Timeframe”). Any appeal submitted after the Appeal Timeframe will not be considered by Bursa Securities.
In the event the Company submits an appeal to Bursa Securities within the Appeal Timeframe, the removal of the securities of the Company from the Official List of Bursa Securities on 4 July 2017 shall be deferred pending the decision on the Company’s appeal.

With respect to the securities of the Company which are currently deposited with Bursa Malaysia Depository Sdn Bhd (“Bursa Depository”), the securities may remain deposited with Bursa Depository notwithstanding the de-listing of the securities from the Official List of Bursa Securities. It is not mandatory for the securities of a company which has been de-listed to be withdrawn from Bursa Depository.

Alternatively, shareholders of the Company who intend to hold their securities in the form of physical certificates, can withdraw these securities from their Central Depository System (CDS) accounts maintained with Bursa Depository at anytime after the securities of the Company have been de-listed from the Official List of Bursa Securities. This can be effected by the shareholders submitting an application form for withdrawal in accordance with the procedures prescribed by Bursa Depository. These shareholders can contact any Participating Organisation of Bursa Securities and/or Bursa Securities’ General Line at 03-2034 7000 for further information on the withdrawal procedures.

Upon the de-listing of the Company, the Company will continue to exist but as an unlisted entity. The Company is still able to continue its operations and business and proceed with its corporate restructuring and its shareholders can still be rewarded by the Company’s performance. However, the shareholders will be holding shares which are no longer quoted and traded on Bursa Securities.

Type	Announcement
Subject	WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Description	Wintoni Group Berhad ("Wintoni" or the "Company")Appointment of Interim Liquidator
The Board of Directors of Wintoni, having formed an opinion that the company cannot by reason of its liabilities continue its business, has appointed Mohd Afrizan bin Husain of Aftaas Corporate Advisory Services Sdn Bhd as an Interim Liquidator for the purpose of facilitating a creditors' voluntary winding up pursuant to Section 440 of the Companies Act, 2016. Further announcement on the matter will be made in due course. This annoucement is dated 19 June 2017.

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Date of change	20 Jun 2017
Name	ENCIK MOHD NASIR BIN SALLEH
Age	62
Gender	Male
Nationality	Malaysia
Designation	Non Executive Chairman
Directorate	Independent and Non Executive
Type of change	Appointment
Qualifications	Diploma in Investigative Science, University of MalayaForensic Science, Investigation Technics and Legislation,University of Malaya
Working experience and occupation	2014-2015 Royal Malaysian Police Pulau PinangSenior Assistant of Police(SAC)Crime Prevention and Community Safety Dept2007-2014 Royal Malaysian Police Pulau PinangSuperintendent of Police(SUPT)Assistant Commissioner of Police Criminal Investigation Dept2005-2007 Royal Malaysian Police Hilir Perak, PerakDeputy Superintendent of PoliceCriminal Investigation Dept2003-2005 Royal Malaysian Police Kota Bharu, KelantanDeputy Superintendent of PoliceAdministration and Management Dept.2002-2003 Royal Malaysian Police Ampang, SelangorDeputy Superintendent of PoliceCriminal Investigation Dept1996-2002 Royal Malaysian Police Petaling Jaya, SelangorDeputy Superintendent of PoliceCriminal Investigation Dept1980-1996 Royal Malaysian Police Sungai Siput & IpohPolice Inspector Criminal Investigation Dept

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Date of change	20 Jun 2017
Name	MR CHEAH KWONG LEE
Age	65
Gender	Male
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Appointment
Qualifications	Professional QualificationQualified as an Affiliate of the Australian Insurance Institute        Training Attended Institute of Administration, University of New South WalesSwiss Insurance InstituteCopenhagen Reinsurance Company
Working experience and occupation	2015 to current: Huntington Underwriting Limited (L),an Independent International Reinsurance Underwriting Manager.Position: Technical Advisor WarrantyProvide advisory work on programmes and system for Warranty business2008 to 2013: BestRe(L) Limited, an A- rated International Reinsurance companyPosition: Senior Underwriting Manager Warranty Business Responsible for developing and accountable for the profitability of this portfolio for South East Asia Focus was in China, Indonesia, Malaysia, Korea and Thailand. During my tenure achieved profitability USD 20Million.2000 to 2008: E- Warranty Sdn Bhd, a Consultant firm specialising in Extended Warranty businessPosition: Managing DirectorIntroduced the Motor Extended Warranty Program in Malaysia for new National cars. Was appointed as Consultant to manage the extended warranty programme for Proton Edger Sdn Bhd after running a similar programme for Perodua as well. Assisted the motor manufacturers to increase customer retention and at the same increased their spare parts turnover by 30% on this programme. 1995 to 2000: PanGlobal Insurance Bhd, a local Insurance company Position:  CEO/DirectorResponsible for turning the company with a staff force of 350, around and revamping the direction to be less motor dependent by increasing revenue and underwriting profit in other areas. 1994 to 1995: Arab Malaysian Assurance Bhd, a local Insurance companyPosition: General ManagerTo manage the General Division by the Chairman, Datuk Azlan. Revamped operational systems and cleaned up treaties after which PanGlobal Insurance Bhd made me an offer that I could not refuse.1989 to 1994: PT Assuransi AIU Indonesia, part of AIG GroupPosition: Technical AdvisorAssisted the Country Manager in all operational aspects and deputised for him whilst he was away. Was responsible for not only developing the business locally, but also had to manage and develop major International accounts.Was involved in es
Directorships in public companies and listed issuers (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	52,150,000
Due Date for MAP	20 Oct 2017

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Date of change	20 Jun 2017
Name	ENCIK RAJA KAMARUDIN BIN RAJA ADNAN
Age	53
Gender	Male
Nationality	Malaysia
Designation	Director
Directorate	Executive
Type of change	Removed
Reason	Removed pursuant the Extraordinary General Meeting called pursuant to Section 310(b) of the Companies Act 2016.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No
Qualifications	Completed high school in 1981
Working experience and occupation	1997  PresentOwnerAuto Biz Enterprise1991  1997Company DirectorPractical Aim Sdn Bhd1989  1991Shipping CoordinatorTexstrip Manufacturing Sdn Bhd1987  1989Shipping CoordinatorPeninsular Carpet (M) Sdn Bhd1983  1987Shipping CoordinatorSegani Shipping Sdn Bhd

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Date of change	20 Jun 2017
Name	ENCIK AHMAD AMRYN BIN ABD MALEK
Age	43
Gender	Male
Nationality	Malaysia
Designation	Director
Directorate	Executive
Type of change	Removed
Reason	Removed pursuant the Extraordinary General Meeting called pursuant to Section 310(b) of the Companies Act 2016.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No
Qualifications	Year 1998 - Cardiff University of Wales - Bachelor of Law (Hons)
Working experience and occupation	Jan 2013 -  Present - Business Development Director - Avitsystem Sdn BhdApril 2008 - 2012 - Sales and Project General Manager - Persela Group/Empayar Setia BerhadJan 2001 -  2008 - Executive Secretary BN Youth MalaysiaApril 1998 - 2000 - Legal Officer (Group Legal & Secretarial Department) - Boustead Holdings Berhad

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Date of change	20 Jun 2017
Name	DATO' SERI MOHD SHARIFF BIN OMAR
Age	70
Gender	Male
Nationality	Malaysia
Designation	Chairman
Directorate	Independent and Non Executive
Type of change	Removed
Reason	Removed pursuant the Extraordinary General Meeting called pursuant to Section 310(b) of the Companies Act 2016.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No
Qualifications	A Graduate from University of Malaya in 1972 with a Bachelor's Degree in Economics majoring in rural development.
Working experience and occupation	Dato' Seri Mohd Shariff began his civil service in 1972 as the Assistant District Officer of Pekan, Pahang and continued to serve the state of Perak and Penang until 1982. His political career started when he won the state seat of Sungai Muda in the 1982 General Election . He then served as member of Penang State Legislative Executive Council (EXCO) from 1982 until 1990. He was subsequently appointed as Parliamentary Secretary for Ministry of Agriculture in 1990 until 1995. Between 1995 to 1999, he was appointed as Deputy Chief Minister of Penang. He returned as a Member of Parliament for another two (2) terms from 1999 until 2008 and during that stint he was appointed a Deputy Minister of Agriculture and Agro-based Industry.

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WINTONI获暂缓除牌

2017年6月30日
（吉隆坡29日讯）大马交易所今日接到WINTONI（WINTONI，0141，创业板）针对除牌提出上诉。

因此在等待上诉结果同时，交易所将展延WINTONI的除牌日期。

本月20日，WINTONI遭交易所勒令将从明日（30日）开始停牌，直到另行通知。

且除非该公司提出上诉，WINTONI将于下周二（7月4日）除牌。【e南洋】

APPEAL AGAINST DE-LISTING

WINTONI GROUP BERHAD

With reference to the listing circular issued on 20 June 2017, Bursa Securities has received an appeal against the de-listing from the board of the company.  In the circumstances, the removal of the securities of the company is deferred pending the decision on the company's appeal.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2017

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2017	30 Jun 2016	30 Jun 2017	30 Jun 2016
		$$'000	$$'000	$$'000	$$'000

1	Revenue	0	246	74	292
2	Profit/(loss) before tax	-25	1,377	-135	-360
3	Profit/(loss) for the period	-25	1,377	-135	-360
4	Profit/(loss) attributable to ordinary equity holders of the parent	-25	1,460	-135	-239
5	Basic earnings/(loss) per share (Subunit)	-0.01	0.29	-0.03	-0.05
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 ($$)	-0.2100		-0.2100

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马来亚高等法院勒令Wintoni清盘
Chong Jin Hun/theedgemarkets.com
October 03, 2017 13:54 pm MYT

（吉隆坡3日讯）继Wintoni Group Bhd的一名债权人提出请愿后，马来亚高等法院在今年8月17日勒令这家资讯科技公司清盘。

Wintoni今日向大马交易所报备，已委任Mohd Afrizan Husain担任清盘人，负责该集团的清盘事宜。

“清盘人的任命已刊登在全国各地的报章。”

（编译：倪嫣鴽）

Type	Announcement
Subject	WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Description	Wintoni Group Berhad - Winding Up by Court
Wintoni Group Berhad (“Wintoni/the Company”) has been wound up by order of the High Court of Malaya at Kuala Lumpur dated 17th August 2017 upon petition by a Creditor and Mohd Afrizan bin Husain has been appointed as the Liquidator for the purposes of the Winding Up of the Company. The appointment of the Liquidator had been gazetted and advertised in national newspapers. This announcement is dated 3rd October 2017.

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Wintoni执董提呈申请撤回清盘令
Adam Aziz/theedgemarkets.com
October 12, 2017 20:07 pm MYT

（吉隆坡12日讯）Wintoni Group Bhd执行董事Cheah Kwong Lee已提交申请，撤回由高等法院在8月17日发出的清盘令。

这家槟城公司今日向大马交易所报备，Cheah声称Wintoni并没接获任何有关清盘过程的通知。

Cheah在其申请中指出：“特别是Wintoni并没接获根据2016年公司法第466条文(1)(a)下的法定要求，也没有收到请愿书，更没有收到清盘令的副本。”

Wintoni表示，Cheah也争辩指，债权人索取的未缴付律师费合共51万6488令吉，是根据“Wintoni没有收据记录的发票，也没有任何要求这笔费用的记录”。

Wintoni在10月4日宣布，在律师事务所Messrs Syed Ibrahim & Co提出请愿后，该集团已进行清盘。

Wintoni在今日的文告中表示，Cheah的申请是于周二在法庭进行案件管理（case management）。

由于Wintoni未能如期提呈财报，该股因而从5月9日起暂停交易。

由于负债的关系，董事部决定不再继续经营业务，该集团因而在6月初委任临时清盘人协助债权人自动清盘。

Wintoni面临除牌的可能，并提交一项扭转财务表现的献议书，并为企业方向制定新方向，包括改组董事部，同时也强调将继续维持上市公司的运作。

大马交易所在6月29日表示，已决定暂缓Wintoni的除牌计划，因为马交所正在审议该集团提呈上诉的内容。

（编译：倪嫣鴽）

Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-03102017-00004
Subject	Wintoni Group Berhad (Wintoni) - Winding Up by Court
Description	Wintoni Group Berhad (Wintoni) - Winding Up by Court
Query Letter Contents	We refer to your Company’s announcement dated 3 October 2017, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- Date on which the winding-up petition was served on Wintoni; The date on which the application by the Creditor to the High Court of Malaya for the winding-up order was served on Wintoni; The particulars of the claim by the Creditor, including the amount claimed for, and the interest rate; Details of the default or circumstances leading to the filing of the winding-up petition and winding-up order against Wintoni; The date on which Wintoni was wound-up; The name of the Creditor.
Further to the announcements made by the Company prior to this, the Liquidators response to the queries to furnish the additional information for public release as follows: 1. Date on which the winding-up petition was served on Wintoni. Our reply: After making due enquiries with relevant parties including the current and past company secretary, we are unable to obtain the date in which the petition was served on the registred office. The winding-up order was served on the Liquidator on 25 August 2017; 2. The date on which the application by the Creditor to the High Court of Malaya for the winding-up order was served on Wintoni. Our reply: After making due enquiries with relevant parties including the current and past company secretary, we are unable to obtain the date of service of documents to Wintoni; 3. The particulars of the claim by the Creditor, including the amount claimed for, and the interest rate.        Our reply: Creditor       : Messrs. Syed Ibrahim & Co. Description  : Legal Fees Amount        : RM516,488 Interest        : Nil 4. Details of the default or circumstances leading to the filing of the winding-up petition and winding-up order against Wintoni. Our reply: The winding-up order was served on Wintoni for non-payment of legal fees. 5. The date on which Wintoni was wound-up; Our reply: Pursuant to Section 467(2) of the Companies Act 2016, the commencement of winding-up shall be at the date of the winding-up order which is date on 17 August 2017. 6. The name of the Creditor.​ Our reply: Messrs. Syed Ibrahim & Co.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5570437

Attachments Wintoni Group Berhad - Court Order.pdf

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Type	Announcement
Subject	WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Description	Wintoni Group Berhad (In Liquidation) - Appeal on Winding-Up Order
Further to the announcement on 29 January 2018, the application for an interim injunction by the Applicant/Contributory at the Court of Appeal has been heard on 31 May 2018 and the Court has dismissed the application with costs of RM5,000 to each of the Respondents. Meanwhile, during the attendance for the case management of the above application after hearing the Appeal, the Court was informed that the High Court’s grounds of judgment is still not ready and as such, the Court fixed 16 July 2018 as the next case management date. This announcement is dated 1 June 2018.

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Wintoni执董寻求停止清盘程序
Arjuna Chandran Shankar/theedgemarkets.com
December 07, 2018 19:23 pm +08
http://www.theedgemarkets.com/article/wintoni执董寻求停止清盘程序

（吉隆坡7日讯）Wintoni Group Bhd执行董事Cheah Kwong Lee正寻求终止与集团清盘有关的所有程序。

Wintoni今日向大马交易所报备，清算人Mohd Afrizan Hussain已宣布，他的律师已于11月12日收到Cheah提出的动议通告。

该集团表示：“支持动议通告的理由很简单，Cheah Kwong Lee先生和第三方投资者已准备好，并有能力偿还被诉人的债务。”

该通告还包括希望在通告裁定前，Wintoni的清盘将暂缓。

该通告定于1月7日在吉隆坡高庭审理。

（编译：陈慧珊）

Type	Announcement
Subject	WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Description	Wintoni Group Berhad (In Liquidation)  Appeal on Winding- Up Order
Mohd Afrizan Bin Hussain, the Liquidator of Wintoni Group Berhad (In Liquidation) ("Company") wishes to announce that the solicitors acting for the Liquidator of the Company has been served on the 12th November 2018 with a Notice of Motion filed by Cheah Kwong Lee, a contributory of the Company, in relation to Kuala Lumpur High Court Companies Winding Up No. 28NCC-354-06/2017 seeking to terminate the winding all proceedings in relation to the winding-up of the Company. The Notice of Motion includes a prayer that the winding-up of the Company be stayed pending the determination of the Notice of Motion. The grounds in support of the Notice of Motion are in brief, that Mr. Cheah Kwong Lee and a third party investor are prepared and able to satisfy the debts of the Respondent. The Notice of Motion is fixed to be heard on 7th January 2019. This announcement is dated 7 December 2018.

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EXPIRY AND LAST DATE FOR THE EXERCISE OF WINTONI GROUP BERHAD (IN LIQUIDATION)'S WARRANTS A 2014/2019 ("WARRANTS")

WINTONI GROUP BERHAD

Kindly be advised of the following:

(i) WINTONI's Warrants will expire at 5.00 p.m., on Friday, 22 February 2019 ("Expiry Date").

(ii) Trading in WINTONI's Warrants (which was suspended with effect from  9 May 2017 pursuant to Rule 9.28(5) of the ACE Market Listing Requirements) will remain  suspended  until its removal from the Official List of Bursa Malaysia Securities Berhad ("Bursa Securities").

(iii) WINTONI's Warrants will be removed from the Official List of Bursa  Securities with effect from 9.00 a.m., Monday, 25 February 2019.

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BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS WINTONI GROUP BERHAD (IN LIQUIDATION), THE LIQUIDATOR AND FINES 7 FORMER DIRECTORS A TOTAL OF RM165,400

WINTONI GROUP BERHAD

Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded Wintoni Group Berhad (In Liquidation) (WINTONI or the Company), 7 of its former directors and the Liquidator of WINTONI for breaches of the Bursa Malaysia Securities Ace Market Listing Requirements (ACE LR).  In addition, the 7 former directors of WINTONI were imposed total fines of RM165,400.

(A) WINTONI was publicly reprimanded for committing the following breaches:-

No.	Breach
1.	Financial Reporting Breaches WINTONI had breached:- (1) Rules 9.22(1) and 9.23(1) of the ACE LR for failing to announce and/or issue the following financial statements within the timeframe stipulated by Bursa Malaysia Securities:- the quarterly report for the financial period ended (FPE) 30 September 2015 (QR3 2015) which was only announced on 26 February 2016; the quarterly report for the FPE 31 March 2016 (QR1 2016) which was only announced on 2 June 2016; the quarterly report for the FPE 31 December 2016 (QR4 2016) which was only announced on 23 March 2017; the quarterly reports for the FPE 30 September 2017 (QR3 2017), 31 December 2017 (QR4 2017), 31 March 2018 (QR1 2018) and 30 June 2018 (QR2 2018) which have yet to be announced; the annual report that included the annual audited financial statements together with the auditors' and directors' reports for the financial year ended (FYE) 31 December 2015 (AR 2015) which was only issued on 29 November 2016; and the annual report that included the annual audited financial statements together with the auditors' and directors' reports for the FYE 31 December 2016 (AR 2016) and 31 December 2017 (AR 2017) which have yet to be issued. (2) Rule 9.16(1)(a) of the ACE LR for failing to ensure that the company's announcement dated 29 February 2016 on the fourth quarterly report for the FYE 31 December 2015 (QR4 2015) took into account the adjustments as stated in the Company's announcement dated 29 August 2016 (the Adjustments). WINTONI had reported an unaudited loss after taxation and minority interest of the Company of RM49,864,000 in the QR4 2015 compared to an audited loss after taxation and minority interest of RM56,909,000 in the audited financial statements for the FYE 31 December 2015 (AFS 2015) announced on 29 August 2016. The difference of RM7,026,799 between the QR4 2015 and AFS 2015 represented a variance of 14.11%. The Adjustments were mainly in respect of:- the waiver of debts of RM3.94 million owing by the holding company to the subsidiaries after the disposal of the subsidiaries which were not recognised by the auditors in the AFS 2015 as the Company did not have documents to substantiate the same; and the losses in foreign exchange of RM2.29 million which were due to the Company’s error.
2.	Corporate Governance Breaches WINTONI had failed to comply with the following requirements on the composition of its board of directors (BOD) and audit committee (AC):- (1) Rule 15.02(1) read together with Rule 15.02(3) of the ACE LR for failing to ensure that there were at least 2 independent directors in the BOD from 1 July 2016 to 18 September 2016 and from 27 May 2017 to 19 June 2017. (2) Rule 15.09(1)(a) read together with Rule 15.19 of the ACE LR for failing to ensure that there were at least 3 members in the AC from 1 July 2016 to 22 September 2016 and from 29 March 2017 to 10 September 2017. (3) Rule 15.10 read together with Rule 15.19 of the ACE LR for failing to elect a chairman among the AC members after 3 months from the resignation of the AC Chairman, Chaang Kok Fai on 8 December 2015. (4) Rule 15.09(1)(c) of the ACE LR for failing to appoint at least 1 AC member with the prescribed qualifications after 3 months from the resignation of the AC Chairman, Chaang Kok Fai on 8 December 2015 until 22 September 2016.
3.	Internal Audit Function Breach WINTONI had failed to comply with the following requirements on internal audit function:- (1) Rule 15.27(1) of the ACE LR for failing to establish an internal audit function for the FYE 31 December 2016 and 31 December 2017. (2) Rules 15.12(1)(e) and (f) of the ACE LR as the AC had failed to review the adequacy of the internal audit function and internal audit plan and/or report for the FYE 31 December 2016 and 31 December 2017.

(B) The following penalties were imposed on 7 former directors of WINTONI for breach of Rule 16.13 of the ACE LR where they had caused and permitted WINTONI’s failure to announce/issue the QR3 2015, AR 2015 and/or AR 2016:-

[td]

No.	Director	Breach	Penalty Imposed
1.	Dato’ Seri Mohd Shariff Bin Omar (DS Mohd Shariff) Independent Non-Executive Chairman (appointed on 10 September 2015) Audit Committee member (appointed on 23 September 2016) Removed as a director on 20 June 2017	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to:- announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR; and issue the AR 2015 and AR 2016 on or before 30 April 2016 and 30 April 2017 respectively in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand and total fines of RM30,200
2.	Ahmad Amryn Bin Abd Malek (Ahmad Amryn) Executive Director (appointed on 20 November 2015 and removed on 20 June 2017)	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to:- announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR; and issue the AR 2015 and AR 2016 on or before 30 April 2016 and 30 April 2017 respectively in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand and total fines of RM75,500
3.	Raja Kamarudin Bin Raja Adnan (Raja Kamarudin) Executive Director (appointed on 20 November 2015 and removed on 20 June 2017)	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to:- announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR; and issue the AR 2015 and AR 2016 on or before 30 April 2016 and 30 April 2017 respectively in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand and total fines of RM30,200
4.	Suaran Singh a/l Himat Singh (Suaran Singh) Independent Non-Executive Director (appointed on 10 September 2015) Audit Committee member (appointed on 7 October 2015) Resigned on 1 April 2016	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR.	Public reprimand and fines of RM11,400
		Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to issue the AR 2015 on or before 30 April 2016 in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand
5.	Haflil Feiruz Bin Muhammad Feisol (Haflil Feiruz) Independent Non-Executive Director (appointed on 10 September 2015) Audit Committee member (appointed on 7 October 2015) Resigned on 1 April 2016	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR.	Public reprimand and fines of RM5,700
		Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to issue the AR 2015 on or before 30 April 2016 in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand
6.	Dato’ Muzaffirah Yurhaningseh Mazputri Binti Tun Dato Sri Ahmad Fairuz (Dato’ Muzaffirah) Independent Non-Executive Director (appointed on 10 September 2015) Audit Committee member (appointed on 25 February 2016) Resigned on 1 April 2016	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR.	Public reprimand and fines of RM11,400
		Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to issue the AR 2015 on or before 30 April 2016 in accordance with Rule 9.23(1) of the ACE LR.	Public reprimand
7.	Chaang Kok Fai Independent Non-Executive Director (appointed on 10 September 2015) Audit Committee Chairman (appointed on 7 October 2015) Resigned on 8 December 2015	Rules 16.13(a) and (b) of the ACE LR for causing and permitting WINTONI’s failure to announce the QR3 2015 on or before 30 November 2015 in accordance with Rule 9.22(1) of the ACE LR.	Public reprimand and fines of RM1,000

(C) The Liquidator, Datuk Mohd Afrizan bin Dato’ Husain was publicly reprimanded for breach of Rules 2.22(3)(a) and (b) of the ACE LR where he had caused and permitted WINTONI’s failure to announce/issue the AR 2016, QR3 2017, QR4 2017, AR 2017, QR1 2018 and QR2 2018 which have yet to be announced/issued as at to-date.   In addition, the Liquidator was directed to make the necessary arrangement including working with and/or delegating the function to the directors of WINTONI to ensure announcement/issuance of the AR 2016, QR3 2017, QR4 2017, AR 2017, QR1 2018 and QR2 2018 and any other outstanding financial statements within 3 months.

The finding of breach and imposition of the above penalties on WINTONI, its directors and the Liquidator 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/impact of the breaches to WINTONI and shareholders/investors and the roles, responsibilities, knowledge and conduct of the directors and the Liquidator.

Bursa Malaysia Securities views the contraventions seriously as the timely and accurate submission of financial statements and the corporate governance requirements on composition of the BOD, AC and internal audit function are fundamental obligations of listed companies and of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions.

BACKGROUND

A.  Enforcement Actions against WINTONI and its Directors

(1) Delay in Announcement of the QR3 2015

The delay was essentially caused by the failure of the Company and directors to undertake proper and reasonable assessment to ascertain the impairment of an asset.  There was no reasonable justification for the failure to provide for a full impairment of the asset particularly as:–

• the asset had been stolen and could not be restored due to the break-in incidents at the Company’s premises on 12 September 2015 and 12 November 2015 (i.e. prior to the due date of the QR3 2015 on 30 November 2015); and
• the directors were informed during the AC and BOD meetings on 25 November 2015 that the asset was worthless, could not be used to generate revenue, was not usable and the Company’s plan to commercialize/market the asset the asset did not materialize.
  
  

Further, having decided to engage an independent review to substantiate the impairment on 25 November 2015, the Company and directors had failed to take reasonable efforts to ensure the independent review was finalized expeditiously for the timely announcement of the QR3 2015.

When the Company subsequently announced the QR3 2015 on 26 February 2016, it had fully written off the asset amounting to RM32 million without any change of circumstances and without completion of the independent review which was terminated on 27 January 2016.  Upon announcement of the QR3 2015 on 26 February 2016, the Company had triggered the prescribed criteria in paragraph 3.1(a) of Guidance Note 3 where the shareholders’ equity on a consolidated basis was 25% or less of the Company’s issued and paid-up capital.

(2) Delay in Issuance of the AR 2015 and AR 2016

The delays were essentially due to the purported lack of funds towards payment of the outstanding audit fees to enable commencement of the audit for FYE 31 December 2015 and/or appointment of new external auditors for FYE 31 December 2016.

In this regard, the directors were not absolved from their duty to ensure the Company’s compliance with the ACE LR particularly as they had failed to take any action including to enquire, follow up, monitor and supervise the management with regard to the preparation of the AR 2015 and AR 2016 and address/resolve the issues (including the purported lack of funds) expeditiously to enable timely issuance of the AR 2015 and AR 2016 as follows:-   

(a) In respect of the AR 2015:–

• the directors had failed to take any action including deliberation/discussion and making enquiries on the audit of the financial statements for the FYE 31 December 2015 and the preparation and issuance of the AR 2015 before the due date of issuance of the AR 2015 on 30 April 2016.  The Company had only paid all the outstanding audit fees on 12 May 2016 and the BOD only first discussed the issuance of the audited financial statements during the meeting on 17 May 2016 i.e. after the due date.  Even though Suaran Singh, Haflil Feiruz and Dato’ Muzaffirah had resigned on 1 April 2016 (i.e. prior to the due date), they were not absolved particularly as they were also members of the AC who had the specific function under Rule 15.12 of the ACE LR to, amongst others, review the audit plan, the external auditors’ audit report and financial statements,but they had failed to discharge their responsibilities in this regard; and
• Ahmad Amryn (the director in charge of Finance and primarily responsible for the financial management of the Company for the FYE 31 December 2015 and preparation of the AR 2016), DS Mohd Shariff and Raja Kamarudin had failed to demonstrate reasonable efforts taken after the due date to expedite finalisation of the financial figures, resolution of outstanding matters for audit and preparation of information for the annual report to ensure the timely issuance of the AR 2015. The directors had merely relied on the update from the financial adviser on the finalisation and issuance of AR 2015.  The AR 2015 was only issued on 29 November 2016 eventhough the AFS 2015 had been issued on 24 August 2016.
  
  

(b) In respect of the AR 2016, DS Mohd Shariff, Ahmad Amryn and Raja Kamarudin had merely noted/accepted that the Company did not have sufficient funds. They failed to take any reasonable/expeditious effort including to address/resolve the purported lack of funds and source/appoint new external auditors despite being informed of the resignation of the external auditors since November 2016 (i.e. more than 5 months before the due date of issuance of the AR 2016 on 30 April 2017) and reminded by the Company’s Sponsor of the obligation to issue the AR 2016 during the BOD meeting on 22 March 2017.     

(3) Delay in Announcement/Issuance of the QR1 2016, QR4 2016, QR3 2017, QR4 2017, AR 2017, QR1 2018 and QR2 2018

All listed companies are required to maintain the resources necessary including sufficient and available finance/accounting staff to facilitate the preparation of their financial statements and to put in place all the necessary controls, governance and procedures to procure their subsidiaries’ accounts to enable the timely preparation of the financial statements and discharge of the obligations under the listing requirements.  Hence, the delay in the announcement of the QR1 2016 due to the resignation of the finance manager at the end of March 2016 and the delay in the announcement of the QR4 2016 due to the subsidiary’s failure to provide its financial statements to the Group did not absolve the Company’s culpability.

Further, all listed companies have the obligation to comply with the ACE LR so long as the company remains listed pursuant to Rule 2.05(2)(a) of the ACE LR.  Hence, the winding-up order against WINTONI on 17 August 2017 (Winding-Up Order) did not absolve the Company’s obligation to ensure timely announcement/issuance of the QR3 2017, QR4 2017, AR 2017, QR1 2018 and QR2 2018 which remained outstanding as at to-date.

B.  Enforcement Action against the Liquidator of WINTONI

Pursuant to the Winding-Up Order against WINTONI and the letter of undertaking dated 20 September 2017 provided by the Liquidator to comply with the ACE LR (LOU), the Liquidator (being the person who took possession or control over the assets of WINTONI) would act for and on behalf of WINTONI including to ensure compliance with the ACE LR.  In this regard, the Liquidator has the power to make the necessary arrangements operationally, including working with WINTONI’s directors or delegating the function/task to the directors/other person to ensure compliance with the ACE LR in particular, the disclosure obligations in areas such as making announcements and releasing financial statements.  However, the Liquidator had failed to do so and it was not acceptable for the Liquidator to do nothing/disregard compliance of the ACE LR. The Liquidator’s contention that he cannot/had not assumed the responsibility to ensure timely submission of the financial statements in accordance to the ACE LR was untenable.

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WINTONI GROUP BERHAD

Date of change	15 Oct 2019
Name	MR YEO CHEN YING
Age	39
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Independent Director
New Position	Executive Director
Directorate	Executive

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Bachelor of Information Technology (Hons.), major in Software Engineering	Multimedia University
2	Masters	Professional Scrum Master (PSM I)	scrum.org

Working experience and occupation

Mr. Yeo was a Team Lead at Warner Chappell Music division of Warner Music Group, an American multinational entertainment and record label conglomerate headquartered in New York City.He is responsible to establish a global IT Hub at Malaysia.Over 13 years of experience in Software Development Industry, Mr. Yeo has been instrumental in the Planning, Analysis, Design, Development, Testing, Implementation and Maintenance of several Software Projects for various industries including Government, Telecommunication, Banking, Financial, Security, Music Sectors.Prior to joining Wintoni Group Berhad as an executive director, he was providing advisory and consultancy services in ecommerce sectors. He sits on the board of directors of a private limited company in ecommerce sector.

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Type	Announcement
Subject	OTHERS
Description	WINTONI GROUP BERHAD ("WINTONI" OR "THE COMPANY") ACQUISITION OF TEAMPIXEL SDN. BHD ("TSB")
TYPE :                   ANNOUNCEMENT SUBJECT :            WINTONI GROUP BERHAD (“WINTONI ” OR “ THE COMPANY”) ACQUISITION OF A SUBSIDIARY IN MALAYSIA CONTENTS : 1.INTRODUCTION The Board of Directors of Wintoni Group Berhad (“Wintoni” or “the Company”) wishes to announce that the Company has on 29 October 2019 completed the acquisition of 1 ordinary share in Teampixel Sdn Bhd (“TSB”) representing 100% equity interest in TSB for a cash consideration of RM1.00 (“Acquisition”). Upon completion of the Acquisition, TSB will be a subsidiary of Wintoni. 2.INFORMATION ON SUBSIDIARY Name of Subsidiary                                     :      Teampixel Sdn Bhd [Registration No: 201901024209 (1333538-X)] Country of Incorporation                              :      Malaysia Issued Share Capital                                   :      RM1 Intended Principal Activities                        :      ICT Software Trading, Consultancy, Sales & Marketing 3.FINANCIAL EFFECTS OF THE ACQUISITION The Acquisition will not have any material effect on the earnings per share and net assets per share of the Company for the financial year ending 31 December 2019. There is no impact on the share capital and substantial shareholders’ shareholdings in the Company as the Acquisition is a cash transaction. 4.DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST Nnone of the Directors and/or substantial shareholders of Wintoni and/or persons connected to them have any interest, direct or indirect, in the Acquisition. This announcement is dated 29 October 2019.

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Type	Announcement
Subject	OTHERS
Description	APPOINTMENT OF TEAMPIXEL SDN BHD, A WHOLLY-OWNED SUBSIDIARY  OF WINTONI GROUP BERHAD AS DISTRIBUTION PARTNER OF RUIZHI PLASTICS SDN BHD
The Board of Directors of Wintoni Group Berhad (“WINTONI” of “the Company”) wishes to announce that Teampixel Sdn Bhd, a wholly-owned subsidiary of WINTONI, had on 8 November 2019 entered into a Master Distribution Agreement with RUIZHI PLASTICS SDN BHD as its Distribution Partner. The details of the announcement are set out in the attachment below. This announcement is dated 11 November 2019.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3001226

Attachments Wintoni - Bursa Announcement - Master Distribution Agreement.pdf