Last updated on December 25, 2025
KUALA LUMPUR: Bursa Malaysia Securities Berhad has publicly reprimanded Fitters Diversified Bhd (FITTERS) and imposed fines totalling RM2 million on five of its directors for multiple breaches of the Main Market Listing Requirements (MAIN LR) relating to undisclosed related party transactions, shareholder approval failures, and misleading announcements.
Breaches linked to acquisitions and disposals
Bursa found FITTERS committed four key violations:
- Acquisition disclosure breach: On 7–8 March 2023, subsidiary Fitters Development Property Sdn Bhd acquired 12.14 million shares (4.54%) and 6.18 million Warrants A (4.78%) of Computer Forms (Malaysia) Bhd (CFM) worth RM34.78 million. The acquisitions were announced late on 9 March 2023, and the announcement omitted key information required under Appendix 10C.
- Misrepresentation: The same announcement stated shareholder approval was not required. Bursa later determined the deals were related party transactions (RPTs) due to a common major shareholder, with a 9.51% percentage ratio, triggering mandatory approval under Paragraph 10.08(2).
- Failure to obtain shareholder approval: FITTERS did not appoint an independent adviser or issue a shareholder circular before completing the acquisitions. The adviser was only appointed on 16 March 2023, with the circular released 7 September 2023 and shareholder approval obtained on 22 September 2023.
- Disposal disclosure and approval breaches: On 14, 21 and 22 March 2023, FITTERS disposed of the CFM shares and warrants for RM8.55 million, but failed to disclose until 26 June 2023. These disposals were also RPTs requiring prior shareholder approval, which was only sought months later.
According to Bursa, the company incurred a loss of RM26.3 million, equivalent to 7.2% of net assets. An independent adviser later concluded that the acquisitions were not reasonable and detrimental to non-interested shareholders.
Penalties on directors
Each of the five directors was found liable under Paragraph 16.13(b) of the MAIN LR for permitting the breaches. All received public reprimands and fines of RM400,000 each, as detailed below:
| Director | Position | Fine (RM) |
|---|---|---|
| Dato’ Sok One a/l Esen | Independent Non-Executive Chairman, Audit & Risk Committee member | 400,000 |
| Hoo Swee Guan | Executive Director (resigned Oct 1, 2024) | 400,000 |
| Dato’ Sri Gan Chow Tee | Executive Director (resigned Jan 8, 2024) | 400,000 |
| Wong Kok Seong | Independent Non-Executive Director, Audit & Risk Committee Chairman | 400,000 |
| Kho See Yiing | Independent Non-Executive Director, Audit & Risk Committee member (resigned Oct 15, 2024) | 400,000 |
Total fines imposed: RM2,000,000.
Bursa’s statement
Bursa said the breaches represent serious contraventions, stressing that timely disclosures and prior shareholder approvals are fundamental investor safeguards.
“These requirements protect investors’ interests, enable informed investment decisions, and ensure accountability,” the Exchange stated.
Bursa also reminded FITTERS and its board of their responsibility to uphold corporate governance standards and accountability to shareholders.
