March 28, 2013

Company announcements: TALIWRK, MAHSING, SANBUMI, BONIA, INTEGRA

TALIWRK - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameTALIWORKS CORPORATION BERHAD  
Stock Name TALIWRK  
Date Announced28 Mar 2013  
CategoryGeneral Announcement
Reference NoCS-130328-85E82

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionTaliworks Corporation Berhad (“Taliworks” or “the Company”)
- Judgement of Litigation: (2012) Civil Suit No. 147 (“the Civil Suit”), against Puresino (Guanghan) Water Co., Ltd, a subsidiary of Taliworks
Plaintiff: Sichuan Provincial Economic and Technological Investment Guarantee Centre (“the Plaintiff”)
1st Defendant: Puresino (Guanghan) Water Co., Ltd. (“Puresino Guanghan”)
2nd Defendant: Beijing Puresino-Boda Environmental Engineering Co., Ltd. (“2nd Defendant”)
3rd Party: Sichuan Watson Environmental Engineering Co., Ltd. (“Watson Environmental”)
3rd Party: China Electronic System Engineering 3rd Construction Co., Ltd. (“CESE3”)
Further to the Company’s announcements on 16 March 2009, 21 December 2009 and 6 May 2010, the Board of Directors of Taliworks wishes to announce that its subsidiary company, Puresino Guanghan had on 27 March 2013 received a Civil Judgement dated 26 January 2013 from the Sichuan Province High Court.
The High Court’s judgement are as follows:-
1. The Sichuan Deyang Intermediate People’s Court Civil Judgement (2010) No. 61 is overruled.
2. The management fees of RMB496,020 shall be borne by Puresino Guanghan and the 2nd Defendant and payment shall be made within 10 days from the effective date of the said judgement to CESE3. If payment obligations are not fulfilled in accordance with the deadline of the judgement, double interest on the overdue shall be paid in accordance with the stipulation of Article 253 of the Civil Procedure Act of the People’s Republic of China.
3. All other claims by CESE3 and the Plaintiff are dismissed.
4. The first instance fee amounting to RMB77,885 consists of court fee of RMB72,885 and other litigation fees of RMB5,000. The aforesaid fees shall be paid as follows:-
    (i) The plaintiff and Watson Environmental shall jointly bear the sum of RMB70,000;
    (ii) Puresino Guanghan and 2nd Defendant shall jointly bear the sum RMB7,000; and
    (iii) CESE3 shall bear the sum of RMB885.
5. The second instance fee amounts to the sum of RMB72,885 and shall be paid as follows:-
    (i) The plaintiff and Watson Environmental shall jointly bear the sum of RMB67,000;
    (ii) Puresino Guanghan and 2nd Defendant shall jointly bear the sum of RMB5,200; and
    (iii) CESE3 shall bear the sum of RMB685.

The decision of the Court is final and is not expected to have a material financial impact on the financial results of the Group for the financial year ending 31 December 2013.

This announcement is dated 28 March 2013.


MAHSING - Changes in Sub. S-hldr's Int. (29B) - Koperasi Permodalan FELDA Malaysia Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameMAH SING GROUP BERHAD  
Stock Name MAHSING  
Date Announced28 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMS-130328-8824F

Particulars of substantial Securities Holder

NameKoperasi Permodalan FELDA Malaysia Berhad
AddressBlok J, Anjung Felda, Jalan Maktab, 54000 Kuala Lumpur
NRIC/Passport No/Company No.Refer remark
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderKoperasi Permodalan FELDA Malaysia Berhad
Blok J, Anjung Felda, Jalan Maktab, 54000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others22/03/2013
19,712,407
 

Description of other type of transactionRights Issue with Warrants
Circumstances by reason of which change has occurredSame as above
Nature of interestDirect
Direct (units)78,849,633 
Direct (%)7.037 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change78,849,633
Date of notice28/03/2013

Remarks :
Company No. is Koop Negara No. 39
Form 29B received on 28 March 2013


SANBUMI - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameSANBUMI HOLDINGS BERHAD  
Stock Name SANBUMI  
Date Announced28 Mar 2013  
CategoryChange in Boardroom
Reference NoCP-130328-40448

Date of change28/03/2013
NameIr Zainurin bin Karman
Age48
NationalityMalaysian
Type of changeRedesignation
Previous PositionNon-Executive Director
New PositionChairman & Director
DirectorateIndependent & Non Executive
QualificationsIr Zainurin bin Karman is a qualified Civil Engineer graduated from Syracuse University of New York, U.S.A. and is registered with the Board of Engineers, Malaysia as a Professional Engineer, a member of the Institution of Engineers Malaysia and also a member of the Malaysian Water Association. 
Working experience and occupation He is currently the Managing Director of RE Consultant Sdn Bhd. 
Directorship of public companies (if any)None 
Family relationship with any director and/or major shareholder of the listed issuerNone 
Any conflict of interests that he/she has with the listed issuerNo 
Details of any interest in the securities of the listed issuer or its subsidiariesNil 


BONIA - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RECURRENT RELATED PARTY TRANSACTIONS (Amended Announcement)

Announcement Type: General Announcement
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced28 Mar 2013  
CategoryGeneral Announcement
Reference NoBC-130328-61233

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionPursuant to paragraph 10.09(1) of the of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 October 2012 to 28 February 2013 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature.

Introduction

Pursuant to paragraph 10.09(1) of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 October 2012 to 28 February 2013 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature with the following related party:-

No.

Transacting parties

Subsidiary companies within the Group

Nature of transactions

Interested

parties and nature of relationship

Amount transacted

RM’000

1.

Bonia International Holdings Pte Ltd

Active World Pte Ltd

Payment of Bonia, Carlo Rino and Sembonia trademarks royalties

Note 1

47

2.

BIH Franchising Ltd

Daily Frontier Sdn Bhd

CB Marketing Sdn Bhd

Banyan Sutera Sdn Bhd

SBL Marketing Sdn Bhd

SB Directions Sdn Bhd

Vista Assets Sdn Bhd

CRV Sdn Bhd

De Marts Marketing Sdn Bhd

Dominion Directions Sdn Bhd

Galaxy Hallmark Sdn Bhd

Eclat World Sdn Bhd

SBFW Marketing Sdn Bhd

SB International Sdn Bhd

CRL Marketing Sdn Bhd

CRF Marketing Sdn Bhd

CR Boutique Sdn Bhd

Payment of Bonia, Carlo Rino and Sembonia trademarks royalties

Note 2

830

3.

Long Bow Manufacturing (S) Pte Ltd

Active World Pte Ltd

Jetbest Enterprise Pte Ltd

Payment of office rental

Note 3

563

Total

1,440

Notes:

1 Mr Chiang Sang Sem is a director and major shareholder of Bonia International Holdings Pte Ltd holding 60% equity interest. He is also the major shareholder and director of the Company.

2 Mr Chiang Sang Sem is the major shareholder of BIH Franchising Ltd holding 100% equity interest. He is also a major shareholder and director of the Company.

3 Mr Chiang Sang Sem is a director and major shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 83.92% equity interest. His brother, Mr Chiang Boon Tian is also a director and shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 13.58% equity interest. Mr Chiang Sang Sem is also the major shareholder and director of the Company.

The above amount of which by way of aggregation, has exceeded the prescribed limit of RM1 million in respect of recurrent transactions entered into by the Group and its subsidiary companies with related party from 1 October 2012 to 28 February 2013.



Nature of RRPTs

The RRPTs entered into by the Group and their subsidiary companies are in the ordinary course of business and are of revenue and trading in nature. These transactions are made on an arm's length basis and on normal commercial terms. These transactions are also not prejudicial to the interest of the shareholders and not more favorable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders.



Rationale for the transactions

The principal activities of Bonia are primarily an investment holding and management company. Its subsidiaries are principally involved in designing, manufacturing, promoting, marketing, import and export of fashionable leather goods, accessories, apparel, ladies and men’s footwear.

Bonia International Holdings Pte Ltd and BIH Franchising Ltd are the Licensor and Master Licensee for Bonia, Carlo Rino and Sembonia trademarks for territories outside Malaysia and Singapore respectively. Sales by the subsidiary companies derived from territories outside Malaysia and Singapore are subject to royalties’ payment to the Licensor or the Master Licensee. The royalties are calculated based on percentage of the sales derived from the respective territories as per the licensing or sublicensing agreements. The Licensor and Master Licensee will only raise debit notes for the royalties’ payable by our subsidiary companies upon confirmation of sales by the respective subsidiaries. Due to the administrative procedures from the time we retrieve the sales from our overseas outlets until the issuing of debit notes by the trademark owner, time delay between the last transacted date and the date of announcement is expected.

Active World Pte Ltd and Jetbest Enterprise Pte Ltd are renting the office space from Long Bow Manufacturing (S) Pte Ltd as its corporate office, showroom and warehouse in Singapore. Thus, there is a payment of office rental for renting of the premises.


Details of the transaction prices

The transactions, which are in the ordinary course of the Bonia Group’s business, are undertaken at the prevailing prices or market rates and are based on usual commercial terms not more favorable to the related party than those generally available to the public, or otherwise in accordance with the applicable industry norms. Where there is no market value for a particular transaction, the transaction will be on a willing buyer willing seller basis or the nearest equivalent.

The effect of the transactions on the earnings per share and net assets per share of Bonia

The transactions have no material effect to the earnings per share and net assets per share of Bonia.

Whether the transactions are subject to the approval of shareholders and the relevant government authorities

The recurrent related party transactions do not require any approval from shareholders and relevant government authorities.

Statement by Directors

Save for Mr Chiang Sang Sem, who is an interested Director to the RRPTs and has abstained from deliberations on the RRPTs, the Board of Directors of Bonia, have considered all aspects of the transactions and is of the opinion that the transactions are established under normal commercial terms and are in the best interest of the Company and not to the detriment of the minority shareholders.


This amended announcement is dated 28 March 2013.



INTEGRA - OTHERS INTEGRAX BERHAD – RM90 MILLION BANKING FACILITIES

Announcement Type: General Announcement
Company NameINTEGRAX BERHAD  
Stock Name INTEGRA  
Date Announced28 Mar 2013  
CategoryGeneral Announcement
Reference NoCK-130328-51222

TypeAnnouncement
SubjectOTHERS
DescriptionINTEGRAX BERHAD – RM90 MILLION BANKING FACILITIES

1.0 INTRODUCTION

We refer to the Company’s Extraordinary General Meeting held on 24 August 2012 where the shareholders of the Company had granted their approval for Lekir Bulk Terminal Sdn Bhd (“LBTSB”), an 80%-owned subsidiary of the Company, to enter into a new Jetty Terminal Usage Agreement with TNB Janamanjung Sdn Bhd (“TNBJ”), a wholly-owned subsidiary of Tenaga Nasional Berhad, a major shareholder of the Company, which had been duly executed on 27th July 2012 (“JTUA-M4”).

On 14th March 2013, the Company announced that LBTSB had on 13 March 2013 entered into a construction contract with Mutiara Etnik Sdn Bhd (“the Contractor”) and Jiangsu Hailong Heavy Machinery Co. Ltd (“the Designated Sub-contractor”) for the design, build and turnkey contract for the design, supply, erection, installation and hook up, and the commissioning of a New Additional Grab Ship Unloader by the Contractor and the Designated Sub-contractor for the Lekir Bulk Terminal at Pulau Lekir Satu, Lumut, Perak Darul Ridzuan (“LBT”).

Pursuant to Part C of Chapter 9, Paragraph 9.04 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Integrax Berhad (“Integrax”) wishes to announce that LBTSB has on 28 March 2013 entered into a Facilities Agreement with Hong Leong Bank Berhad (“HLBB”) and Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (“HLIBB”) whereby HLBB and HLIBB have agreed to jointly arrange for LBTSB, a Term Loan Facility of up to RM70 million and a Revolving Credit Facility of up to RM20 million (collectively referred to as the “Facilities”), to finance the capital expenditure of LBTSB for the purposes of expanding the infrastructure and facilities at the deep water bulk terminal at LBT pursuant to the JTUA-M4.

2.0 EFFECTS OF THE FACILITIES

2.1 Issued and Paid-up Share Capital and Substantial Shareholdings

The Facilities will not have any effect on the issued and paid up share capital and the substantial shareholders’ shareholdings of Integrax.

2.2 Net Assets ("NA") and Gearing

The Facilities are not expected to have any material impact on the consolidated NA per share. However, based on the audited consolidated statement of financial position of the Integrax Group as at 31 December 2011, the consolidated gearing will increase from 0.11 times to 0.27 times.

2.3 Earnings

The Facilities would result in interest and fee expenses. The Facilities would be utilised to fund the enhancement of LBTSB’s operating assets, which are expected to contribute positively to the future earnings and prospects of LBTSB.

3.0 DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

None of the Directors, substantial shareholders of Integrax and/or persons connected with them has any interest, direct or indirect in the Facilities.

4.0 DIRECTORS’ STATEMENT

The Board of Directors of Integrax is of the opinion that the Facilities are in the best interest of Integrax.

This announcement is dated 28 March 2013.



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