KUALA LUMPUR (March 6): Techway Engineering Sdn Bhd, a supplier and contractor of engineering and technical services and products relating to renewable energy that is owned by its directors Lim Kuan Joo and Ismail M. Shuhud, is seeking a listing on the ACE Market of Bursa Malaysia through backdoor listing via Guidance Note 3 company Wintoni Group Bhd.

In a filing with Bursa Malaysia today, Wintoni said it has signed a memorandum of understanding (MoU) with Lim and Ismail (vendors) and a new company to be incorporated by the vendors (NewCo) under a proposed reverse takeover exercise.

Wintoni said the parties aim to sign the definitive agreements on or before Sept 30, 2017.

"The details of the proposed regularisation plan and the proposed scheme of arrangement with creditors shall be finalised at a later date and the detailed announcement (of both plan and scheme) will be made upon the execution of a conditional restructuring agreement between the company and the vendors and/or NewCo and all other related agreements, if any," it said.

The proposed scheme of arrangement with creditors will be conditional upon the completion of the proposed regularisation plan, but not vice versa.

The proposed regularisation plan will look into a proposed capital reduction and consolidation, as well as acquisition of Techway and its wholly-owned subsidiary Cadflex Technologies Sdn Bhd by the NewCo for a purchase consideration to be determined at a later date to be satisfied wholly by the issuance of NewCo shares to the vendors.

It will also include a proposed scheme of arrangement with shareholders of Wintoni, an exemption, as well as an offer for sale and private placement.

"Wintoni shall after the date of the MoU be permitted to carry out due diligence on both Techway and Cadflex," said Wintoni.

Founded on Aug 6, 2009, Techway is principally involved in the business of supplies and contractors of engineering and technical services and products relating to renewable energy such as solar farm industry. Lim owns 99.5% of Techway's shares, while Ismail holds the remaining 0.5% stake.

On March 3, loss-making Wintoni, which does industrial automation systems design, announced that it had failed to submit its financial results for the three months ended Dec 31, 2016, which was due on Feb 28 to Bursa Securities. It risks having the trading of its shares suspended on March 8 if it fails to submit the results on or before March 7.

Wintoni shares closed one sen or 25% at three sen today, bringing it a market capitalisation of RM15.39 million.