【BERTAM 9814 交流专区】柏丹

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2019	30 Jun 2018	30 Jun 2019	30 Jun 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	2,048	0	4,641	0
2	Profit/(loss) before tax	-258	1,651	-1,500	146
3	Profit/(loss) for the period	-258	1,651	-1,500	144
4	Profit/(loss) attributable to ordinary equity holders of the parent	-258	1,651	-1,500	144
5	Basic earnings/(loss) per share (Subunit)	-0.12	0.80	-0.73	0.07
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 ($$)	0.8900		0.9000

icy97

Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "COMPANY")MEMORANDUM OF UNDERSTANDING
We refer to the announcement made on 4 April 2018 and the monthly announcements made by the Company in relation to the Company being classified as a Practice Note (“PN”) 17 Issuer pursuant to PN17 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Board of Directors of Bertam wishes to announce that the Company had on 23 September 2019 entered into a memorandum of understanding with Liu Sheng Hui (“Mr. Liu”) to negotiate in good faith with a view of entering into a definitive collaboration and/or joint venture agreement for Mr. Liu to participate in the proposed regularisation plan which would involve, inter-alia, a proposed private placement to regularise its financial condition. Please refer to the attachment for further details. This announcement is dated 23 September 2019.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6289665

Attachments Bertam- MOU attachment (for bursa release).pdf

icy97

Type	Announcement
Subject	OTHERS
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "COMPANY")COLLABORATION AGREEMENT BETWEEN THE COMPANY AND LIU SHENG HUI ("INVESTOR")
Reference is made to the Bertam’s announcements dated 23 September 2019 and 14 October 2019 in relation to the memorandum of understanding signed between the Company and the Investor (“MOU”) and Bertam obtaining an extension of time up to 3 April 2020 to submit a regularisation plan to the regulatory authorities, respectively. The Board of Directors of Bertam is pleased to announce that the Company has on 18 October 2019 entered into a collaboration agreement (“Agreement”) with the Investor. The Investor is desirous to enter into the Agreement: (a) to collaborate and/or joint venturing with the Company to develop parcels of lands in various locations owned by the Company; and (b) to participate in the private placement of shares of the Company, at a quantum and price to be determined. The Agreement supersedes the MOU. Please refer to the attachment for further details. This announcement is dated 18 October 2019.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6316401

Attachments BAB-Collaboration Agreement Announcement-18.10.2019.pdf

icy97

Type	Announcement
Subject	OTHERS
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "COMPANY")COLLABORATION AGREEMENT BETWEEN THE COMPANY AND LIU SHENG HUI ("INVESTOR")
All definitions used herein shall have the same meanings as the words and expressions defined in the announcement dated 18 October 2019 in relation to the Agreement (“Announcement”), except where the context otherwise requires or where otherwise defined herein. 1. INTRODUCTION Reference is made to the Announcement. The Board of Directors (“Board”) of Bertam wishes to announce the following additional information in relation to the Agreement 2. ADDITIONAL INFORMATION/CLARIFICATION ON THE ANNOUNCEMENT (i) Section 2.2 : Collaboration The Investor is desirous of collaborating and/or joint venturing with the Company for the development of parcels of lands owned by the Company, specifically the lands held under Country Lease No. 015151005 (Luyang Project) and Country Lease No. 215465802 registered under Wow Land Sdn Bhd, a wholly owned subsidiary of the Company (Kepayan Project). The Board wishes to clarify that in respect of the Luyang Project, the Investor has expressed his interest to invest in the Luyang Project and he will also collaborate with Bertam in marketing the units to interested buyers from the People’s Republic of China. Bertam, with the assistance of the Investor, is expected to apply for financing from financial institutions to commence the development of Luyang Project in year 2020. In respect of the Kepayan Project, the Board expects to finance the development of Kepayan Project via, among others, proceeds from the Private Placement, where the Investor and/or his associates will be participating in. The Investor is not expected to be directly involved in the marketing of the units and/or assisting Bertam to obtain financing from financial institutions to commence development of Kapayan Project, which is expected to be in year 2020. The exact timing of injection of funds cannot be determined at this juncture as the Regularisation Plan has yet to be finalised. (ii) Section 2.3: Documents 2.3.1 Upon execution of the Agreement, the Company shall furnish the following documents to the Investor: (a) the Company presenting all documents pertaining to the status of the Company; The above refers to the Constitution of Bertam and all other relevant documents that the Investor may require. (iii) Section 3: Rationale for the Agreement The Agreement is in line with Bertam’s current business direction and strategy to regularise the Company’s Practice Note 17 condition and maintain its listing status on the Main Market of Bursa Securities. Bertam was in discussions with other parties but there were no other offers for participation in the Regularisation Plan. As the Investor is desirous to participate in the development of parcels of lands owned by the Company, Bertam is of the view that such intention is consistent with the Bertam Group’s current principal activities which comprise, among others, property development. (iv) Section 7: Approvals required The execution of the Agreement does not require the approval of the shareholders of the Company and/or any relevant authorities. At this juncture, the Board envisage the Regularisation Plan will comprise, among others, the entry into joint venture(s) agreement and the Private Placement.  However, the details of the Regularisation Plan have yet to be worked out as Bertam and the Investor are still in negotiation and it may include other key proposals, if required. The Regularisation Plan will be subject to shareholders’ approval. Details of the Regularisation Plan will be announced and submitted to the relevant authorities for their approvals in due course. This announcement is dated 22 October 2019.

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

BERTAM ALLIANCE BERHAD

Particulars of Substantial Securities Holder

Name	LIU SHENGHUI
Nationality/Country of incorporation	China
Descriptions (Class)	Ordinary Shares
Name & address of registered holder	Kenanga Nominees (Asing) Sdn. Bhd. Pledged Securities Account for Liu ShenghuiLevel 17, Kenanga Tower, 237 Jalan Tun Razak, 50400 Kuala Lumpur, Wilayah Persekutuan.

Date interest acquired & no of securities acquired
Date interest acquired	08 Nov 2019
No of securities	15,620,000
Circumstances by reason of which Securities Holder has interest	Acquisition of 15,620,000 ordinary shares via off market transaction.
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	23,920,000
Direct (%)	11.56
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	11 Nov 2019
Date notice received by Listed Issuer	11 Nov 2019

icy97

BERTAM ALLIANCE BERHAD

Particulars of substantial Securities Holder

Name	MR LIU SHENGHUI
Nationality/Country of incorporation	China
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	15 Nov 2019	5,000,000	Acquired	Direct Interest
	Name of registered holder	Kenanga Nominees (Asing) Sdn. Bhd. Pledged Securities Account for Liu Shenghui
	Address of registered holder	Level 17, Kenanga Tower, 237 Jalan Tun Razak, 50400 Kuala Lumpur Wilayah Persekutuan
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition of 5,000,000 ordinary shares via off market transaction.
Nature of interest	Direct Interest
Direct (units)	28,920,000
Direct (%)	13.98
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	28,920,000
Date of notice	18 Nov 2019
Date notice received by Listed Issuer	18 Nov 2019

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BERTAM ALLIANCE BERHAD

Date of change	22 Nov 2019
Name	MR LIU SHENGHUI
Age	57
Gender	Male
Nationality	China
Designation	Managing Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Others	Bachelor of Science in Business Management	Capital University of Economics, Beijing, China

Working experience and occupation	1) 2019 - Present : Executive Director of  Beijing Zhongma Huiyang Group Co., Ltd.2) 2017 - Present : Executive Director of Zhicheng Boyuan Investment Fund Management (Beijing) Co., Ltd.3) 2012 - Present : Chairman of Beijing Damei Huatai Technology Development Co., Ltd.4) 2009 - Present : Financial Controller of Beijing Honghui Dongtai Investment Management Co., Ltd.5) 2005 - 2010 : Financial Controller of Shanxi Linxian Xinyao Coal Mine6) 1993 - 2009 : Chairman of Jiaozuo Huanghe Magnesium Alloy Co., Ltd.
Directorships in public companies and listed issuers (if any)	NWP Holdings Berhad
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	28,920,000 Ordinary Shares

icy97

Date of change	22 Nov 2019
Name	MR LIM NYUK FOH
Age	55
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Managing Director
New Position	Executive Director
Directorate	Executive

Qualifications

No

Qualifications

Major/Field of Study

Institute/University

Additional Information

Working experience and occupation	N/A
Family relationship with any director and/or major shareholder of the listed issuer	N/A
Any conflict of interests that he/she has with the listed issuer	N/A
Details of any interest in the securities of the listed issuer or its subsidiaries	37,700,000 ordinary shares

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2019	30 Sep 2018	30 Sep 2019	30 Sep 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	3,034	0	7,675	0
2	Profit/(loss) before tax	-3,720	-827	-5,220	-681
3	Profit/(loss) for the period	-883	-870	-2,383	-726
4	Profit/(loss) attributable to ordinary equity holders of the parent	-883	-868	-2,383	-724
5	Basic earnings/(loss) per share (Subunit)	-0.43	-0.42	-1.15	-0.35
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 ($$)	0.8900		0.9000

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2019	31 Dec 2018	31 Dec 2019	31 Dec 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	2,961	817	10,636	817
2	Profit/(loss) before tax	-14,244	-4,723	-19,464	-5,404
3	Profit/(loss) for the period	-13,944	-19,686	-16,327	-20,412
4	Profit/(loss) attributable to ordinary equity holders of the parent	-13,944	-19,686	-16,327	-20,410
5	Basic earnings/(loss) per share (Subunit)	-6.74	-9.52	-7.90	-9.87
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 ($$)	0.8200		0.9000

icy97

icy97 发表于 9-11-2019 05:29 AM
http://www.bursamalaysia.com/market/listed-companies/company-announcements/6316401

Type	Announcement
Subject	OTHERS
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "COMPANY")TERMINATION OF COLLABORATION AGREEMENT BETWEEN BERTAM AND LIU SHENG HUI DATED 18 OCTOBER 2019
Reference is made to the Company’s announcement dated 18 October 2019 in relation to the collaboration agreement (“CA”) between the Company and Liu Sheng Hui (“Announcement”). (Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as those defined in the Announcement). The Board of Directors of Bertam wishes to announce that the Company has, on 20 March 2020, issued a termination letter to Liu Sheng Hui (“LSH”) to terminate the CA executed on 18 October 2019 as LSH has not executed any joint venture agreement with Bertam to jointly develop Luyang and Kepayan Projects (“Proposed Development”) despite numerous attempts and effort to have the same executed, which are the key elements in the proposed regularisation plan for submission to Bursa Malaysia Securities Berhad (“Bursa Securities”). This announcement is dated 20 March 2020.

icy97

BERTAM ALLIANCE BERHAD

Date of change	20 Mar 2020
Name	MR LIU SHENGHUI
Age	57
Gender	Male
Nationality	China
Type of change	Redesignation
Previous Position	Managing Director
New Position	Non Executive Director
Directorate	Non Independent and Non Executive

Qualifications

No

Qualifications

Major/Field of Study

Institute/University

Additional Information

Working experience and occupation	Not applicable
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	28,920,000 Ordinary Shares

pts2222

KUALA LUMPUR (July 23): Bertam Alliance Bhd’s acting managing director Liu Shenghui was ousted from his position in a tussle between shareholders that saw a majority of shareholders voting against Liu’s re-election as the company’s director.

At today’s annual general meeting, a total of 77.15% voted shares were against Liu’s re-election, the company said in a bourse filing today.

Back in November 2019, Liu, 58, from China, was appointed as Bertam Alliance’s managing director after he emerged as the group's second-largest shareholder.

Liu remained the second-largest shareholder of the company holding some 28.92 million shares or a 13.99% equity stake in the PN17 Sabah-based property developer.

The Edge reported on July 20 of a fallout between Liu and Bertam Alliance’s largest shareholder Andrew Lim Nyuk Foh who has an 18.23% stake.

On March 20, Bertam Alliance terminated Liu who was also redesignated as a non-independent non-executive director. It also scrapped a collaborative agreement between Liu and the company, executed last October.

Bertam Alliance shares were last traded at 13.5 sen, valuing the group at RM28 million.

pts2222

https://www.theedgemarkets.com/a ... 4%E5%90%88%E7%BA%A6

（吉隆坡12日讯）Bertam Alliance Bhd获得一项总值2290万令吉的合约，在沙巴提供水槽维护和更换服务。

这家PN17公司今日向大马交易所报备，子公司Bertam Development私人有限公司接获Teamcons Resources私人有限公司的决标信。

合约涉及沙巴6个地区，即亚庇、古达、古打毛律、山打根、拿笃和斗湖。

Sponsored Content

该合约预计从今日起的一周内开始，并于2021年12月20日完成。

该集团说，这预计为Bertam集团的每股盈利、每股净资产和负债作出贡献。

闭市时，该股劲扬41.67%或5仙，收于17仙，市值为3515万令吉。

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2020	31 Mar 2019	31 Mar 2020	31 Mar 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	457	2,593	457	2,593
2	Profit/(loss) before tax	-86	-1,242	-86	-1,242
3	Profit/(loss) for the period	-77	-1,242	-77	-1,242
4	Profit/(loss) attributable to ordinary equity holders of the parent	-77	-1,242	-77	-1,242
5	Basic earnings/(loss) per share (Subunit)	-0.04	-0.60	-0.04	-0.60
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 ($$)	0.8200		0.8200

icy97

Type	Announcement
Subject	AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN DISCLAIMER OF OPINION
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "THE COMPANY")DISCLAIMER OF OPINION ON THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Pursuant to Paragraph 9.19(37) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bertam Alliance Berhad (“Bertam” or “the Company”) wishes to announce wishes to announce that the Company’s External Auditors, Messrs. PKF had expressed a disclaimer of option in the Company’s Audited Financial Statement for the financial year ended 31 December 2019 (“AFS 2019”). Disclaimer of Opinion has been disclosed in the Independent Auditors’ Report is as follows:- We were engaged to audit the financial statements of BERTAM ALLIANCE BERHAD, which comprise the statements of financial position as at 31 December 2019 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 10 to 89. We do not express an opinion on the accompanying financial statements of the Group and the Company. Because of the significance of the matters described in the Basis of Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. Basis for Disclaimer of Opinion (1)        Ability of the Group to continue as a going concern          We draw attention to Note 2 to the financial statements, which indicates that the Group and the Company incurred a net loss of RM15,810,111 and RM106,509,535, respectively during the financial year ended 31 December 2019 and, as of that date, the Group’s and the Company’s current liabilities exceeded their current assets by RM32,291,742 and RM71,570,688 respectively. The current liabilities include material obligations to Inland Revenue Board and Royal Malaysian Customs Department in relation to tax payable, tax penalty and Goods and Service Tax payable respectively. Further, the Group has defaulted in repayment of one of its bank borrowings. The Company is an affected listed issuer pursuant to Paragraph 8.04(2) and Paragraph 2.1(c) of Practice Note 17 (“PN17”) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and is required to submit its regularisation plan to the regulatory authorities within the stipulated timeframe under the Main Market Listing Requirements. In forming our opinion, we have considered the adequacy of the disclosures made in the financial statements concerning the basis of their preparation by management. The use of the going concern assumption depends on: (i) the timely submission of the regularisation plan to and approval by the regulatory authorities; (ii) capital injection by prospective investors into the Company by way of proposed private placements for working capital purposes and regularisation of the defaulted loan; (iii) the ability of the Group to generate sufficient cashflows from the proposed property development to be undertaken by the Group and/or with potential joint venture partners; and (iv) approval of the application to settle tax payables including penalties on an instalment basis over Ten (10) years by the Inland Revenue Board. These factors above indicate presence of multiple material uncertainties that are significant to the financial statements. However, notwithstanding this, the Group has prepared its financial statements based on the assumption that it would continue to operate as a going concern which contemplates the realisation of assets and settlement of liabilities in the normal course of business. Based on our evaluation of the above factors considered by the Directors, we determined there are insufficient evidences to address the multiple material uncertainties and the financial statements do not include adjustments and reclassifications that may be necessary as a result of these uncertainties. (2)        Valuation of inventories (land held for property development)       We are unable to satisfy ourselves as to the appropriateness of the underlying basis and assumptions used by the Directors in arriving at recoverable values of inventories for the purpose of determining their net realisable values and therefore unable to ascertain if any adjustments to write down inventories with carrying amounts of RM198,244,256 would be required. (3)        Discount on loans to subsidiaries We are unable to obtain sufficient appropriate audit evidence on the existence, completeness, accuracy and valuation of the carrying amount of discount on loans to subsidiaries of the Company amounting to RM16,412,737 as disclosed in the Note 18 to the financial statements. Steps taken or proposed to be taken to address the Key Audit Matters that relates to the Disclaimer of Opinion In relation to the above, the Board wishes to advise on the following: (i)         The Company will formulate a comprehensive regularisation plan for submission to Bursa Malaysia Securities Berhad by end September 2020. The regularisation plan includes inter-alia, funds raising exercise to be undertaken by the Company, the proceeds raised therefrom will be used as working capital and funds for future property development projects; (ii)         Bertam Development Sdn Bhd, the wholly-owned subsidiary of the Company will tender for construction contracts to mitigate its reliance on property development sector; and (iii)        The Group will focus on costs saving and optimisation plans in order to remain competitive in the current business environment. Barring unforeseen circumstances, the Board expects to address the matters as mentioned above within the next financial year. This announcement is dated 30 June 2020.

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BERTAM ALLIANCE BERHAD

Date of change	23 Jul 2020
Name	MR LIU SHENGHUI
Age	58
Gender	Male
Nationality	China
Designation	Non Executive Director
Directorate	Non Independent and Non Executive
Type of change	Retirement

Qualifications

No

Qualifications

Major/Field of Study

Institute/University

Additional Information

Working experience and occupation	N/A
Family relationship with any director and/or major shareholder of the listed issuer	N/A
Any conflict of interests that he/she has with the listed issuer	N/A
Details of any interest in the securities of the listed issuer or its subsidiaries	28,920,000 ordinary shares

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BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES BERTAM ALLIANCE BERHAD AND 7 DIRECTORS

BERTAM ALLIANCE BERHAD

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Bertam Alliance Berhad (BERTAM) and 7 of its directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR).  In addition, 2 directors of BERTAM were imposed total fines of RM75,000.

BERTAM was publicly reprimanded for committing the following breaches (Breaches):-

(1)   Paragraph 10.06(1) of the Main LR for failing to make an immediate announcement of:-

• the transaction entered between BERTAM’s wholly owned subsidiary, Sepakat Heights Sdn Bhd (SHSB) with Jumat Bin Laiyo (Jumat) vide the Joint Venture Agreement (JVA) dated 8 January 2015 and Supplemental JVA (SJVA) dated 23 January 2015 in respect of the Lot A Lands (Lot A Lands Transaction) where the percentage ratio of the transaction was 26.59%;
• the transaction entered between BERTAM’s wholly owned subsidiary, Sunrise Avenue Sdn Bhd (SASB) with Rosalia Anthony (Rosalia) vide the JVA dated 21 September 2015 and SJVA dated 30 September 2015 in respect of the Lot B1-B6 Lands (Lot B1-B6 Lands Transaction) where the percentage ratio of the transaction was 9.79%; and
• the transactions entered between SASB with Rosalia vide the JVA dated 1 October 2015 in respect of the Lot B7 Land (Lot B7 Land Transaction) and the JVAs dated 29 February 2016 in respect of the Lot C2 Land, Lot C5(a) Land and Lot C5(b) Land (Lot C Lands Transaction) where the percentage ratio of the transactions upon aggregation was 7.88%.
  
  

The Lot A Lands, Lot B1-B6 Lands, Lot B7 Land, Lot C2 Land, Lot C5(a) Land and Lot C5(b) Land (collectively “the Lands”) comprised of 26 adjoining/contiguous vacant agricultural lands all located Off Jalan Pintas-Donggongon, Kepayan, District of Penampang, Sabah measuring an aggregate of 34.275 acres.

BERTAM only announced the Lot A Lands Transaction and Lot B1-B6 Lands Transaction on 22 May 2017 (with amended announcements on 24 May 2017) while the Lot B7 Land Transaction and Lot C Lands Transaction were only announced on 20 November 2017.

(2)   Paragraph 10.07(1) of the Main LR read together with paragraph 8.29(1) of the Main LR for failing to obtain prior shareholders’ approval in respect of the Lot A Lands Transaction where the percentage ratio of the transaction was 26.59%.

BERTAM had only obtained shareholders’ ratification of the Lot A Lands Transaction on 16 November 2018.

7 directors of BERTAM were publicly reprimanded and/or fined or breach of paragraph 16.13(b) of the Main LR for permitting knowingly or where they had reasonable means of obtaining such knowledge, BERTAM to commit the Breaches, as follows:

[td]

No.	Director	Penalty
(1)	Lim Nyuk Foh Managing Director (Re-designated as an Executive Director on 22 November 2019)	Public Reprimand & Fine of RM50,000
(2)	Yap Yee May Executive Director (Resigned on 16 January 2017)	Public Reprimand & Fine of RM25,000
(3)	Lee Keh Ting Executive Director (Resigned on 27 April 2017)	Public Reprimand
(4)	Datuk Mohamed Arsad Bin Sehan Senior Independent Non-Executive Chairman Audit Committee member	Public Reprimand
(5)	Lim Shaw Keong @ Alfred Lim Independent Non-Executive Director Audit Committee Chairman (Resigned on 30 April 2019)	Public Reprimand
(6)	Chiew Boon Chin Independent Non-Executive Director Audit Committee member (Re-designated as an Executive Director on 8 December 2016)	Public Reprimand
(7)	Koo Jenn Man Non-Independent Non-Executive Director Audit Committee member (appointed on 8 December 2016)	Public Reprimand

The finding of breach and imposition of the above penalties on BERTAM 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 of the breaches; impact of the breaches to BERTAM and shareholders/investors and the roles, responsibilities and conduct of the directors.

Bursa Malaysia Securities views the contraventions seriously as the requirements to make timely announcement and obtain prior shareholders’ approval of material transactions are fundamental to aid informed investment decisions and protect shareholders’ interest.

BACKGROUND

The transactions were essentially an acquisition and/or option to acquire the Lands by SHSB and SASB respectively conditional upon/after approval of the application for amalgamation, subdivision and conversion of the land titles from Native Titles into Country Lease or Town Lease. There was no reasonable justification for the failure of BERTAM and the directors to ensure compliance with paragraphs 10.06(1) and 10.07(1) of the Main LR in respect of the transactions particularly where -

• the Lot A Lands had been transferred to Jumat from 18 August 2015 - 30 June 2016 while the Lot B1-B6 Lands, Lot B7 Land, Lot C2 Land and Lot C5(a) Land had been transferred to Rosalia on 16 October 2015, 1 April 2016, 30 August 2017 and 16 January 2017 respectively;
• SHSB and SASB had paid the full consideration for the Lot A Lands, Lot B1-B6 Lands, Lot B7 Land, Lot C2 Land and Lot C5(a) Land on 23 June 2016, 1 October 2015, 28 March 2016 and 24 October 2016; and
• the Land & Survey Department had approved Jumat’s application for the amalgamation, subdivision and conversion of the land titles in Lot A Lands from Native Title to Country Lease on 2 December 2016 and the conversion premium was fully settled on 7 December 2016.
  
  

Lim Nyuk Foh and Yap Yee May were the executive directors primarily involved in and responsible for/in charge of the negotiation, review and execution of the transactions.  They had blatantly failed to discharge their duties to ensure BERTAM’s compliance with paragraphs 10.06(1) and 10.07(1) of the Main LR and failed to escalate the transactions for the Board’s deliberation and prior approval despite the materiality of the transactions. Further, after BERTAM’s announcements of the proposed ratification of the Lot A Lands Transaction and Lot B1-B6 Lands Transaction on 22 May 2017 (with amended announcements on 24 May 2017), Lim Nyuk Foh had failed to demonstrate that reasonable steps were taken to procure the shareholders’ ratification of the Lot A Lands Transaction expeditiously.

Lee Keh Ting was an executive director of BERTAM (appointed on 8 May 2015 after the Lot A Lands Transaction) who was informed of the transactions during the internal management meetings from 17 April 2015 to 16 November 2016 while Datuk Mohamed Arsad Bin Sehan, Lim Shaw Keong @ Alfred Lim, Chiew Boon Chin and Koo Jenn Man were the Non-Executive Directors and/or members of the Audit Committee who played a crucial role in the corporate governance of BERTAM to protect shareholders’ interest.  They were informed of the transactions and the obligations under the Main LR on 25 February 2016.  However, they had merely relied on the management and failed to discharge their duty particularly to undertake reasonable enquiries and assessment to ascertain the necessity to announce the transactions and obtain shareholders’ approval/ratification for the Lot A Lands Transaction.  In addition, despite their concurrence with the management that the transactions required immediate announcement and the Lot A Lands Transaction required shareholders’ approval, they did not object when Lim Nyuk Foh had at the Board of Directors meeting on 26 May 2016 decided to withhold the announcement.

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Type	Announcement
Subject	OTHERS
Description	BERTAM ALLIANCE BERHAD ("BERTAM" OR "THE COMPANY")LETTER OF AWARD FROM TEAMCONS RESOURCES SDN BHD TO BERTAM DEVELOPMENT SDN BHD FOR THE PROVISION OF MAINTENANCE AND REPLACEMENT OF WATER TANKS SERVICES
The Board of Directors of Bertam is pleased to announce that, Bertam Development Sdn Bhd (“BDSB”), a wholly-owned subsidiary of Bertam, had on 10 August 2020 received a letter of award (“Sub-Contractor Letter of Award” or “Contract”) from Teamcons Resources Sdn Bhd (“TRSB”) (being the Main-Contractor) for the appointment of BDSB as the sub-contractor (“Sub-Contractor”) for the provision maintenance and replacement of water tanks services in six locations, i.e. Kota Kinabalu, Kudat, Kota Belud, Sandakan, Lahad Datu and Tawau.  BDSB has accepted the Sub-Contractor Letter of Award on 12 August 2020 (“Date of Acceptance of the Sub-Contractor Letter of Award”). Further details of the announcement are set out in the attachment below. This announcement is dated 12 August 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3076793

Attachments Bertam_Letter of Award from Teamcons.pdf

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2020	30 Jun 2019	30 Jun 2020	30 Jun 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	1,078	2,048	1,535	4,641
2	Profit/(loss) before tax	-14,649	-258	-14,735	-1,500
3	Profit/(loss) for the period	-14,649	-258	14,726	-1,500
4	Profit/(loss) attributable to ordinary equity holders of the parent	-14,649	-258	-14,726	-1,500
5	Basic earnings/(loss) per share (Subunit)	-7.09	-0.12	-7.12	-0.73
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 ($$)	0.7500		0.8200