Company announcements: ASUPREM

ASUPREM - Proposed Joint Venture Agreement ("JVA")

Announcement Type: General Announcement

Company Name	ASTRAL SUPREME BERHAD
Stock Name	ASUPREM
Date Announced	20 Aug 2013
Category	General Announcement
Reference No	CS-130820-0D5C0

Type	Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID	IJ-130819-51208
Subject	Proposed Joint Venture Agreement ("JVA")
Description	ASTRAL SUPREME BERHAD ("Astral" or "the Company") - PROPOSED JOINT VENTURE AGREEMENT
Query Letter Contents	We refer to the Company's announcement dated 15 August 2013, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa Securities") with the following additional information for public release:- The specific roles and responsibilities of Astral Supreme Construction Sdn Bhd ("ASC") under the JVA; Whether ASC has the capacity and capabilities in undertaking the Feasibility Studies and Detailed Design Stage ("FSDD") of the Project; The equity interests to be held by ASC and Zenith PMC Sdn Bhd ("ZP") in the joint venture; The name of the directors and major shareholders of Zenith Construction Sdn Bhd ("ZC") together with their respective shareholdings; The equity interests held by ZC in the Consortium; Further clarification on how the revenue to be received by ZP is derived from whereby the joint venture is entered into to jointly manage, perform and carry out the FSDD; The terms of cost sharing between the ASC and ZP under the JVA; The estimated total cost of the FSDD Project; and The basis and assumption used in arriving at the Guaranteed Profit of RM15 million for ASC. Please furnish Bursa Securities with your reply within one (1) market day from the date hereof. Yours faithfully HENG TECK HENG Head, Issuers Listing Division Regulation HTH/IJ c.c:- General Manager and Head, Market Surveillance, Securities Commission (via fax)
Further to the announcement (Ref. No. CS-130815-209CB) made on 15 August 2013 pertaining to the Proposed Joint Venture Agreement ("JVA") entered between Zenith PMC Sdn. Bhd. and its wholly-owned subsidiary, Astral Supreme Construction Sdn. Bhd., the Board of Directors of Astral wishes to furnish additional information of the above matter as follows:- 1. The primary roles of ASC are to conduct engineering design, cost-benefit analysis as well as economic assessment of the project, based on traffic studies. The responsibilities of ASC include the following: (a) appoint such Consultants to perform the various stages of the Works as may be determined and directed by the JV Committee; (b) allocate the work orders to all the Consultants for their orderly execution of the Works, after such work orders have been approved by the JV Committee; (c) make payment to each of the Consultants pursuant to the stages of the Works that have been completed and in accordance with the terms and conditions set out in the respective letters of engagement of the Consultants; (d) provide to ZP, the Project Works Records (as defined herein) as soon as practicable after any of them are received, prepared or issued by ASC. For the avoidance of doubt, ownership and all proprietary rights to the Project Works Records will remain with ZP; (e) prepare and provide financial reports on the Joint Venture on a quarterly basis to ZP, with the first quarterly report being in respect of the quarter commencing on 1 September 2013 and ending on 30 November 2013 (“Quarterly Financial Reports”). The Quarterly Financial Report shall be subject to the approval of the JV Committee; (f) ensure that it maintains accurate and complete accounting and other financial records of all operations and activities relating to the Joint Venture and the Works and make all financial reports in accordance with generally accepted and applicable accounting principles and practices; and (g) ensure completion of the Works to the satisfaction of ZP and Consortium within the Project Timeline. 2. ASC has the capacity and cababilities in undertaking the Feasibility Studies and Detailed Design Stage ("FSDD") of the Project as ASC project team comprise of consultants and professionals in relevant fields. 3. No equity interest is involved in the ASC and Zenith PMC Sdn Bhd ("ZP") joint venture as this is a non incorporated JV arrangement between ASC and ZP. 4. Directors of Zenith Construction Sdn Bhd ("ZC") Mohammad Jeffrie bin Abdul Halim Lee Chee Hoe Lim Moi Yoke Major Shareholders of ZC Mohammad Jeffrie Bin Abdul Halim (67.10%) Lee Chee Hoe (9.21%) 555 Capital Sdn Bhd (23.68%) 5. There is no direct equity interest held by ZC in the Consortium Zenith BUGG Sdn. Bhd. ("Consortium"). According to ZC, Lee Chee Hoe and Wong Kwai Wah are holding equity interest on behalf of ZC in Consortium. 6. Essentialy, the revenue is derived from the Consortium which will be remitted to a JV's bank account which is to be jointly operated by ASC and ZP. 7. The JV’s project cost essentially comprises payment to consultants such as engineers, architects, surveyors and other relevant professionals and for general coordination and administration of the JV. The initial “cost” is anticipated to be about RM2 million. However, the costs shall then be reimbursed by ZC on all payments made by ASC to the Consultants on a quarterly basis, within seven (7) Business Days after the finalization of each Quarterly Financial Report, subject to ASC’s submission of valid invoices, receipts and supporting documentation in respect of payments made by ASC to the Consultants. 8. The estimated total cost of the FSDD Project is RM215 million. 9. The RM15 million Guaranteed Profit for ASC is derived from 25% of RM60 milliion revenue. This announcement is dated 20 August 2013.

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