1. INTRODUCTION
We refer to the Company's announcement on 26 February 2026 in relation to its consolidated results for the 12-month financial period ended 31 December 2025.
SMTrack has incurred an aggregated loss of RM46.764 million for the financial year ended 31 December 2023 and financial period ended ("FPE") 31 December 2024 which exceeded the amount of its shareholders' equity of RM45.731 million. Thus, the Company has triggered Rule 8.03A(2)(b) of the ACE LR whereby the Company has an insignificant business or operations.
Accordingly, the Company is considered as an affected listed issuer pursuant to Rule 8.03A of the ACE LR ("Affected Listed Issuer").
2. OBLIGATIONS UNDER THE LISTING REQUIREMENTS
Pursuant to Rule 8.03A of the ACE LR, SMTrack must comply with the following:
(i) Immediately announce to Bursa Securities of its condition and provide such information from time to time for public release in accordance with the disclosure obligations set out in Rule 4.0 of Guidance Note 3 of the ACE LR ("GN3"), with the necessary modifications;
(ii) Regularise its condition by complying with the requirements set out in Rule 8.04(3) of the ACE LR and Rule 5.0 of GN3, with the necessary modification, and
(iii) Comply with such other requirements or do such other acts or things as may be prescribed or required by Bursa Securities.
As an Affected Listed Issuer, SMTrack is required to comply with the following:
(i) Regularise its condition within twelve (12) months from the date of this announcement in the following manner:
(a) Submit a regularisation plan to the Securities Commission Malaysia ("SC") if the regularisation plan with result in a significant change in the business direction or policy of the company; or
(b) Submit a regularisation plan to Bursa Securities if the plan will not result in a significant change in the business direction or policy of the company, and to obtain Bursa Securities' approval to implement the regularisation plan;
(ii) Implement the plan within the timeframe stipulated by the SC or Bursa Securities as the case may be;
(iii) Provide such information as may be prescribed by Bursa Securities from time to time for public release;
(iv) Do such other acts of things as may be required by Bursa Securities;
(v) Announce within three (3) months from this announcement, on whether the regularisation plan will result in a significant change in the business direction or policy of the Company;
(vi) Announce the status of its regularisation plan and the number of months to the end of the relevant timeframes on a monthly basis until further notice from Bursa Securities;
(vii) Announce its compliance or non-compliance with a particular obligation imposed pursuant to GN3 on an immediate basis;
(viii) Announce the status of the regularisation plan and the number of months to the end of the relevant timeframes referred to in Rule 8.04(3) of the ACE LR on a monthly basis until further notice from Bursa Securities;
(ix) Announce the details of the regularisation plan and sufficient information to demonstrate that the company is able to comply with all the requirements set out in GN3 after implementation of the regularisation plan, which the announcement must include a timeline for the complete implementation of the regularisation plan and be made by the company's principal adviser; and
(x) Where the company fails to regularise its condition, to announce the dates of suspension and de-listing of its listed securities, immediately upon notification of suspension and de-listing by Bursa Securities.
3. CONSEQUENCE OF NON-COMPLIANCE
In the event the Company fails to comply with any part of its obligations to regularise its condition within the timeframes permitted by Bursa Securities, Bursa Securities shall:-
Suspend the trading of the Company's listed securities on the 6th market day after the date of notification of suspension by Bursa Securities; and
De-list the Company subject to the Company's right to appeal against the delisting.
Unless otherwise specified, if the Company intends to appeal against a de-listing under Rule 8.04 of the ACE LR, the Company must submit its appeal to Bursa Securities within 5 market days from the date of notification of de-listing by Bursa Securities.
4. STATUS OF PLAN TO REGULARISE CONDITION
As the Company also triggered the prescribed criteria pursuant to paragraph 2.1(c) of Guidance Note 3 ("GN3") of the ACE LR on 13 April 2026, the company's 12-month deadline to submit a regularisation plan will coincide to be by 12 April 2027.
The Board of Directors is taking all necessary actions to formulate a regularisation plan to address its Rule 8.03A and GN3 status and will make the necessary announcement on the regularisation plan in due course in accordance with the requirements of the ACE LR.
This announcement is dated 18 May 2026.