The Company wishes to inform that following the resignation of Mr Ho Boon Chiang as the Independent Non-Executive Director and Chairman of the Audit Committee on 28 June 2002, the existing Audit Committee of the Company currently consist of:-
Ahmad Mokhtar bin Dato' Zainal Abidin - Independent Non-Executive Director
Yap Chi Keong - Independent Non-Executive Director
As the above vacancy has yet to be filled, the Company had on 30 April 2003 and 11 July 2003 applied to the KLSE for a waiver or extension of time to comply with the following Listing Requirements of the Kuala Lumpur Stock Exchange ("Listing Requirements"):-
Paragraph 15.10 (1)(a) The audit committee must be composed of not fewer than 3 members
Paragraph 15.19 In order to form a quorum in respect of a meeting of an audit committee, the majority of members present must be independent directors
Paragraph 15.20 In the event of any vacancy in an audit committee resulting in the non-compliance of subparagraphs 15.10(1), a listed issuer must fill the vacancy within 3 months
The waiver or extension of time of comply with the above Listing Requirements was sought due to the following reasons:-
1) The Company and its subsidiaries have ceased operations and has not generated any income of its own after the appointment of the Special Administrators ("SA") on 9 September 1999;
2) All powers and functions of the Board of Directors of Sportma and consequently the Audit Committee during the tenure of SA have ceased;
3) Since the appointment of SA, the Company's directors' fees have been on deferred payment basis. Todate, the Company has yet to settle any fees to its directors in office;
4) Steps taken by the Company to ensure an individual is appointed as a director of the Company and as a member of the Audit Committee are futile as the financial position of the Company requires the individual to agree to the fees on deferred payment basis;
5) The Proposed Corporate and Debt Restructuring Scheme ("Proposal") is to be completed with the target relisting of Sportma shares via Harn Len Corporation Berhad on 25 July 2003. The shareholders, Board of Directors and management of Sportma will change in line with the successful restructuring of the Company
In the above regard, the KLSE has via its letter dated 14 July 2003 which was received by the Company on 17 July 2003, granted the Company an extension of time until 3 November 2003 to comply with the aforesaid Paragraphs of the KLSE Listing Requirements subject to the following conditions:-
a) Quarterly reports to the Exchange (Listing Operations Divisions) as to Sportma's efforts or progress to comply with the relevant audit commitee requirements.
b) The majority of the audit committee must consist of non-executive directors.
The Company wishes to inform that subsequent to the above application to the KLSE, the Company has complied with Paragraph 15.19 of the Listing Requirements, following the re-designation of Mr Yap Chi Keong as Independent Non-Executive Director.