TMS - OTHERS The Media Shoppe Berhad (“TMS” or “the Company”) - Joint-Venture and Shareholders’ Agreement with ShenZhen Blephone Technology Co., Ltd.
| Company Name | THE MEDIA SHOPPE BERHAD (ACE Market) |
| Stock Name | TMS |
| Date Announced | 9 Dec 2013 |
| Category | General Announcement |
| Reference No | CA-131209-64133 |
| Type | Announcement | ||||||||||||
| Subject | OTHERS | ||||||||||||
| Description | The Media Shoppe Berhad (“TMS” or “the Company”) - Joint-Venture and Shareholders’ Agreement with ShenZhen Blephone Technology Co., Ltd. | ||||||||||||
1. INTRODUCTION The Board of Directors of TMS is pleased to announce that the Company has on 9 December 2013 entered into a Joint-Venture and Shareholders’ Agreement (“JV Agreement”) with ShenZhen Blephone Technology Co., Ltd. (Company no. 440301104783083) having its principal business address at Room 403 & 404, Block B, Digital Building, Garden City, No. 1079, Nan Hai Road, Nan Shan District, Shen Zhen, China (“Lephone”) (“Proposed Joint Venture”). TMS and Lephone, collectively be referred as the “Parties”. The scope of the JV Agreement is as follows:- (1) The Parties have decided to form a company (“the Proposed JV Company”) in Malaysia to distribute all products of Lephone (the “Business”). All payment terms in regards to the sale of the products of Lephone to the Proposed JV Company shall be on agreed terms between the Parties. (2) Subject to the terms and conditions set out in the JV Agreement and the Schedules, the Parties are desirous of incorporating a company in Malaysia to be named “Lephone Asean Sdn. Bhd.”, to carry on the Business. The Proposed JV Company shall have an initial authorised share capital of RM500,000.00 divided into 500,000 ordinary shares of RM1.00 each. 2. details of the PROPOSED JOINT VENTURE 2.1 The Salient Terms of the JV Agreement Board of Directors and Executive Committee of the Proposed JV Company Unless otherwise agreed, during the currency of this Agreement the number of Directors of the Board of the Company (hereinafter referred to as "the Board") shall be two (2) or such other number as the Parties may mutually agree. Each of the Parties shall be entitled to appoint up to such respective number of Directors to the Board as follows. Provided that in the event that the Parties shall cease to hold shares in the agreed proportion, the composition of the Board shall at all times proportionately reflect the respective proportionate shareholdings of the Parties (as nearly as possible) in the capital of the Proposed JV Company:- (i) one (1) director to be appointed by TMS; (ii) one (1 ) director to be appointed by Lephone; and (iii) a Managing Director of the Proposed JV Company shall be agreed and appointed by TMS and Lephone. Termination Any of the Parties shall be entitled to terminate this JV Agreement immediately by notice in writing to the other Parties if any of the events set out below shall occur. The said events are:‑ (i) if any other Party shall commit any material breach of any of his obligations under this JV Agreement and shall fail to remedy such breach (if capable of remedy) within sixty (60) days after being given notice by any other Party giving notice so to do; or (ii) if any other Shareholder (whether nominee or otherwise) who is a corporation shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or if any other Party shall have an administrator or judicial manager or other like officer appointed or if a receiver or manager shall be appointed over any part of the assets or undertaking of any other Party. 2.2 Information on TMS TMS was incorporated in Malaysia on 9 April 1996 under the Companies Act, 1965 as a private limited company and is principally engaged in the business of research and development and marketing of computer software and the provision of system networking support. TMS has an authorised share capital of RM500,000,000 and issued and fully paid up share capital of RM87,018,289 comprising 870,182,890 ordinary shares of RM0.10 each. 2.3 Information on LEPHONE Lephone was incorporated in the Republic of China on 1 July 2010 as a private limited company. It has an authorised share capital of RMB20,000,000 and issued and fully paid up share capital of RMB20,000,000. Lephone is principally engaged in the business of research and development, manufacturing, processing, channel marketing, brand management and trading in information communication technology products, for example smart devices and its accessories. The Director of Lephone is Huang Ming Quan. The shareholder of Lephone is Huang Ming Quan. 3. JUSTIFICATION AND BASIS OF ARRIVING AT THE SHARES CONSIDERATION/ INFORMARTION ON THE ASSETS 3.1 Information on the Assets The Parties agreed and shall pay a total sum of RM500,000.00 to the Proposed JV Company as subscription monies for the Shares set out below to be allotted and issued to the Parties respectively in the agreed proportion and the Parties shall cause the Proposed JV Company to allot 255,000 Shares to TMS, and 245,000 Shares to Lephone upon the terms and conditions contained in the JV Agreement:-
The eventual issued and paid up capital is unable to ascertain at this juncture as it depends on the level of expansion of the Business of the Proposed JV Company. 3.2 Source of Funding The subscription monies for the shares in the Proposed JV Company by TMS stated above will be satisfied wholly by internal generated funds. 3.3 Liabilities to be assumed
There are no liabilities including contingent liabilities and guarantees to be assumed by TMS arising from the Proposed Joint Venture. 4. RATIONALE FOR THE PROPOSED JOINT VENTURE The Proposed Joint Venture is expected to synergise and expand the IT and ICT division business. The Board is of the view that currently there are strong market needs towards smart gadget and other related ICT devices. This is a good opportunities to explore in the IT and ICT segment. Lephone has six international mobile phone brands, namely Lephone, Lesun, Lecom, Goldial, Coomax and lephone乐丰, in which it combines professional research, development, manufacturing, processing, channel marketing and brand management together. The Proposed Joint Venture offers the following advantages to TMS:- (i) TMS has become local vendor of Lephone therefore would have more market control and pricing competitiveness towards the local market. (ii) Localization or customisation of products which able to meet local customer’s needs. (iii) There are good after-sale service support to provide the most convenient and efficient after-sale service to customers through the Proposed JV Company. 5. PROSPECTS In view of the above, the Proposed Joint Venture is expected to contribute positively to the future financial performance of TMS Group. 6. RISK FACTORS The Board does not foresee any new material risk factors arising from the Proposed Joint Venture apart from various risks factors in the Group’s current operations.
7. FINANCIAL EFFECTS 7.1 Issued and Paid-Up Capital and Substantial Shareholders’ Shareholdings The Proposed Joint Venture will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of TMS as it does not involve issuance of new shares. 7.2 Earnings, Net Assets and Gearing The Proposed Joint Venture will not have any material effect on the earnings, net assets and gearing of the Group for the financial year ending 31 December 2013. The financial effect of this JV Agreement to the TMS Group for the financial year ending 31 December 2014 could not be ascertained at this juncture. 8. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable for the Proposed Joint Venture pursuant to Rule 10.02(g) of the Listing Requirements of Bursa Malaysia Securities Berhad is 0.64% resulted from the total equity participation of TMS in the Proposed JV Company (based on eventual issued capital of the Proposed JV Company) compared with the net assets of TMS. 9. APPROVAL REQUIRED The Proposed Joint Venture is not subject to the approval of the shareholders of TMS or any other relevant authorities. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Joint Venture is expected to be completed at Kuala Lumpur, Malaysia within three (3) months from the date of this JV Agreement on a Business Day i.e. a day other than a Saturday, Sunday or public holiday in Malaysia to be agreed between the Parties. 11. DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors and/or Major Shareholders of the Company and/or persons connected to the Directors and/or Major Shareholders have any interest, whether directly or indirectly, in the Proposed Joint Venture. 12. STATEMENT BY DIRECTORS After taking into consideration all aspects of the Proposed Joint Venture, the Board is of the opinion that the Proposed Joint Venture is in the best interests of the Group. 13. DOCUMENTS FOR INSPECTION A copy of the JV Agreement relating to the Proposed Joint Venture will be made available for inspection at the registered office of the Company at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This Announcement is dated 9 December 2013.
| |||||||||||||
VITROX - VITROX - NOTICE OF BOOK CLOSURE
| Company Name | VITROX CORPORATION BERHAD |
| Stock Name | VITROX |
| Date Announced | 9 Dec 2013 |
| Category | Listing Circular |
| Reference No | RN-131209-56859 |
LISTING'S CIRCULAR NO. L/Q : 69442 OF 2013
An Interim Dividend of 1 Sen per share exempt from Income Tax for the year ending December 31, 2013.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 27 December 2013 ]
2) The last date of lodgement : [ 31 December 2013 ]
3) Date Payable : [ 20 January 2014 ]
OVERSEA - OVERSEA - NOTICE OF BOOK CLOSURE
| Company Name | OVERSEA ENTERPRISE BERHAD (ACE Market) |
| Stock Name | OVERSEA |
| Date Announced | 9 Dec 2013 |
| Category | Listing Circular |
| Reference No | RN-131209-56949 |
LISTING'S CIRCULAR NO. L/Q : 69441 OF 2013
A Single Tier Interim Dividend of RM0.003 per ordinary share of RM0.20 each.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 19 December 2013 ]
2) The last date of lodgement : [ 23 December 2013 ]
3) Date Payable : [ 20 January 2014 ]
MPAY - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
| Company Name | MANAGEPAY SYSTEMS BERHAD (ACE Market) |
| Stock Name | MPAY |
| Date Announced | 9 Dec 2013 |
| Category | General Announcement |
| Reference No | CC-131209-67701 |
| Admission Sponsor | RHB Investment Bank Bhd |
| Sponsor | Same as above |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| Description | MANAGEPAY SYSTEMS BERHAD (“MANAGEPAY” OR THE “COMPANY”) - Acquisition of 50.00% Equity Interests in Managepay GTF Sdn Bhd By Managepay Services Sdn Bhd, a wholly-owned subsidiary of ManagePay |
1. INTRODUCTION
(b) eTRS GTF Systems Sdn Bhd will hold 20.00% in MPAY GTF. 2. INFORMATION ON MPAY GTF
3. EFFECTS OF THE ACQUISITION 3.1 Share capital
3.2 Substantial shareholders’ shareholdings
3.3 Net assets per Share and gearing
4. RATIONALE FOR THE ACQUISITION
The shareholdings composition in MPAY GTF is in line with the New Economic Policy in relation to the Bumiputra participation. 5. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
6. STATEMENT BY BOARD OF DIRECTORS
7. APPROVALS REQUIRED
This announcement is dated 9 December 2013. | |
CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE ASEAN 40 MALAYSIA |
| Stock Name | CIMBA40 |
| Date Announced | 9 Dec 2013 |
| Category | General Announcement |
| Reference No | OB-131209-67754 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE ASEAN 40 Malaysia Date: 09-Dec-2013 NAV per unit (RM): 1.6181 Units in circulation (units): 8,100,000.00 Management Fee (% p.a.): 0.00 Trustee Fee (% p.a.): 0.08 Index Licence Fee (% p.a.): 0.00 FTSE/ASEAN 40 Index: 10,557.56 |
CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE CHINA 25 |
| Stock Name | CIMBC25 |
| Date Announced | 9 Dec 2013 |
| Category | General Announcement |
| Reference No | OB-131209-67670 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE China 25 Date: 09-Dec-2013 NAV per unit (RM): 1.0391 Units in circulation (units): 18,200,000.00 Management Fee (% p.a.): 0.60 Trustee Fee (% p.a.): 0.08 Index Licence Fee (% p.a.): 0.04 FTSE/Xinhua China 25 Index: 17,527.02 |
WTHORSE - WTHORSE - NOTICE OF BOOK CLOSURE
| Company Name | WHITE HORSE BERHAD |
| Stock Name | WTHORSE |
| Date Announced | 9 Dec 2013 |
| Category | Listing Circular |
| Reference No | RN-131209-56716 |
LISTING'S CIRCULAR NO. L/Q : 69443 OF 2013
5% Tax Exempted Interim Dividend.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 18 December 2013 ]
2) The last date of lodgement : [ 20 December 2013 ]
3) Date Payable : [ 13 January 2014 ]
HYTEXIN - OTHERS HYTEX INTEGRATED BERHAD ("HIB" OR "THE COMPANY") - SUSPENSION OF THE EXECUTIVE DUTIES OF THE EXECUTIVE CHAIRMAN AND MANAGING DIRECTOR
| Company Name | HYTEX INTEGRATED BERHAD |
| Stock Name | HYTEXIN |
| Date Announced | 9 Dec 2013 |
| Category | General Announcement |
| Reference No | CS-131209-C9BA8 |
| Type | Announcement |
| Subject | OTHERS |
| Description | HYTEX INTEGRATED BERHAD ("HIB" OR "THE COMPANY") - SUSPENSION OF THE EXECUTIVE DUTIES OF THE EXECUTIVE CHAIRMAN AND MANAGING DIRECTOR |
The Board of Directors of HIB wishes to announce that prior to the convening of the Extraordinary General Meeting ("EGM") pursuant to Section 144(1) of the Companies Act, 1965 with the intention of removing Mr. Sau Kim Hing @ Soo Kim Sin and Mr. Saw Kam Fock @ Saw Kim Hock, the Company had on 9 December 2013, suspended the executive duties of Mr. Sau Kim Hing @ Soo Kim Sin and Mr. Saw Kam Fock @ Saw Kim Hock, the Executive Chairman and Managing Director respectively of the Company, in the HIB Group of Companies with immediate effect until the conclusion of the EGM to mitigate interruptions to the daily operations of the HIB Group of Companies to the detriment of the Company. This announcement is dated 9 December 2013. | |
KINSTEL - Changes in Director's Interest (S135) - Dato' Hong Thian Hock
| Company Name | KINSTEEL BHD |
| Stock Name | KINSTEL |
| Date Announced | 9 Dec 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CK-131209-45612 |
Information Compiled By KLSE
Particulars of Director
| Name | Dato' Hong Thian Hock |
| Address | No. 58, Lorong Kubang Buaya 54 25250 Kuantan, Pahang Darul Makmur |
| Descriptions(Class & nominal value) | Ordinary shares of RM0.20 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 18,500,000 |
| Circumstances by reason of which change has occurred | Disposal of shares |
| Nature of interest | Indirect |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 1,438,400 |
| Direct (%) | 0.14 |
| Indirect/deemed interest (units) | 289,511,255 |
| Indirect/deemed interest (%) | 27.79 |
| Date of notice | 09/12/2013 |
| Remarks : |
| Deemed interest by virtue of his shareholdings in Kin Kee Metal Sdn Bhd and Perniagaan Kin Kee Sdn Bhd which the latter is the major shareholder of Kin Kee Holdings Sdn Bhd and Kin Kee Hardware Sdn Bhd, and his indirect interest held through his children. The indirect interest of 289,511,255 shares comprises the following: i. 2,970,000 shares held by Kin Kee Metal Sdn Bhd; ii. 18,650,000 shares held by Kin Kee Hardware Sdn Bhd; iii. 65,000 shares held by Hong Ching Pheng; iv. 11,000,000 shares held by Kenanga Nominees (Tempatan) Sdn Bhd (Pledged securities account for Perniagaan Kin Kee Sdn Bhd); v. 56,800,000 shares held by Kenanga Nominees (Tempatan) Sdn Bhd (Pledged securities account for Kin Kee Holdings Sdn Bhd); vi. 196,994,255 shares held by RHB Nominees (Tempatan) Sdn Bhd (Pledged securities account for Kin Kee Holdings Sdn Bhd); vii. 3,000,000 shares held by Kin Kee Holdings Sdn Bhd; and viii. 32,000 shares held by Hong Chai Siang. |
KINSTEL - Changes in Director's Interest (S135) - Tan Sri Dato' Sri Pheng Yin Huah
| Company Name | KINSTEEL BHD |
| Stock Name | KINSTEL |
| Date Announced | 9 Dec 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CK-131209-44955 |
Information Compiled By KLSE
Particulars of Director
| Name | Tan Sri Dato' Sri Pheng Yin Huah |
| Address | A-5188, Lrg Kubang Buaya 80 25250 Kuantan, Pahang Darul Makmur |
| Descriptions(Class & nominal value) | Ordinary shares of RM0.20 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 18,500,000 |
| Circumstances by reason of which change has occurred | Disposal of shares |
| Nature of interest | Indirect |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 39,355,495 |
| Direct (%) | 3.78 |
| Indirect/deemed interest (units) | 289,414,255 |
| Indirect/deemed interest (%) | 27.79 |
| Date of notice | 09/12/2013 |
| Remarks : |
| Deemed interest by virtue of his shareholdings in Perniagaan Kin Kee Sdn Bhd, Kin Kee Holdings Sdn Bhd, Kin Kee Hardware Sdn Bhd and Kin Kee Metal Sdn Bhd pursuant to Section 6A of the Companies Act, 1965 The direct interest of 39,355,495 shares comprises the following: i. 35,130,495 shares held by AllianceGroup Nominees (Tempatan) Sdn Bhd (Pledged securities account for Tan Sri Dato' Sri Pheng Yin Huah); ii. 275,000 shares held by Tan Sri Dato' Sri Pheng Yin Huah; iii. 1,350,000 shares held by ECML Nominees (Tempatan) Sdn Bhd (Pledged securities account for Tan Sri Dato' Sri Pheng Yin Huah); and iv. 2,600,000 shares held by Citigroup Nominees (Tempatan) Sdn Bhd (Pledged securities account for Tan Sri Dato' Sri Pheng Yin Huah). The indirect interest of 289,414,255 shares comprises the following: i. 2,970,000 shares held by Kin Kee Metal Sdn Bhd; ii. 18,650,000 shares held by Kin Kee Hardware Sdn Bhd; iii. 11,000,000 shares held by Kenanga Nominees (Tempatan) Sdn Bhd (Pledged securities account for Perniagaan Kin Kee Sdn Bhd); iv. 56,800,000 shares held by Kenanga Nominees (Tempatan) Sdn Bhd (Pledged securities account for Kin Kee Holdings Sdn Bhd); v. 196,994,255 shares held by RHB Nominees (Tempatan) Sdn Bhd (Pledged securities account for Kin Kee Holdings Sdn Bhd); and vi. 3,000,000 shares held by Kin Kee Holdings Sdn Bhd |
No comments:
Post a Comment