WILLOW - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: WILLOWGLEN MSC BERHAD
Stock Name: WILLOW
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 94,200
Minimum price paid for each share purchased ($$): 0.370
Maximum price paid for each share purchased ($$): 0.380
Total consideration paid ($$): 35,735.22
Number of shares purchased retained in treasury (units): 94,200
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,647,200
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.08
Company Name: WILLOWGLEN MSC BERHAD
Stock Name: WILLOW
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 94,200
Minimum price paid for each share purchased ($$): 0.370
Maximum price paid for each share purchased ($$): 0.380
Total consideration paid ($$): 35,735.22
Number of shares purchased retained in treasury (units): 94,200
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,647,200
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.08
OMEDIA - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: PM SECURITIES SDN BHD
Company Name: ORIENTED MEDIA GROUP BERHAD (ACE Market)
Stock Name: OMEDIA
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: ORIENTED MEDIA GROUP BERHAD ("OMEDIA" OR "COMPANY")
PROPOSED PRIVATE PLACEMENT OF UP TO 14,171,900 NEW ORDINARY SHARES OF RM0.10 EACH IN OMEDIA REPRESENTING NOT MORE THAN TEN PERCENT (10%) OF THE ISSUED AND PAID UP SHARE CAPITAL OF OMEDIA ("PROPOSED PRIVATE PLACEMENT")
Contents: We refer to the announcement dated 29 December 2010 in relation to the Proposed Private Placement.
On behalf of the Board of Directors of Omedia, PM Securities Sdn Bhd ("PM Securities") wishes to announce that Bursa Malaysia Securities Berhad ("Bursa Securities") had, vide its letter dated 4 January 2011, resolved to approve the application for the listing of up to 14,171,900 new ordinary shares of RM0.10 each in Omedia ("Shares") to be issued pursuant to the Proposed Private Placement, subject to the following conditions being fulfilled:-
(1) Omedia and PM Securities must fully comply with the relevant provisions under the ACE Market Listing Requirements ("ACE LR") pertaining to the implementation of the Proposed Private Placement;
(2) Omedia and PM Securities to inform Bursa Securities upon the completion of the Proposed Private Placement; and
(3) Omedia and PM Securities to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of the Bursa Securities' approval once the Proposed Private Placement is completed.
As the new Shares to be issued pursuant to the Proposed Private Placement will be listed and quoted as the existing securities of the same class, quotation of the new Shares will commence on the next market day after the following:-
(1) Submission of the share certificate together with a covering letter containing the summary of the corporate proposal to Bursa Depository Sdn Bhd ("Bursa Depository") before 10.00 a.m. on the market day prior to the listing date;
(2) Receipt of confirmation from Bursa Depository that the additional new Shares are ready for crediting into the respective account holders; and
(3) An announcement in accordance to Rule 12.2 of Guidance Note 17 of the ACE LR is submitted via Bursa Link before 3.00 p.m. on the market day prior to the listing date.
This announcement is dated 6 January 2011.
Submitting Merchant Bank: PM SECURITIES SDN BHD
Company Name: ORIENTED MEDIA GROUP BERHAD (ACE Market)
Stock Name: OMEDIA
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: ORIENTED MEDIA GROUP BERHAD ("OMEDIA" OR "COMPANY")
PROPOSED PRIVATE PLACEMENT OF UP TO 14,171,900 NEW ORDINARY SHARES OF RM0.10 EACH IN OMEDIA REPRESENTING NOT MORE THAN TEN PERCENT (10%) OF THE ISSUED AND PAID UP SHARE CAPITAL OF OMEDIA ("PROPOSED PRIVATE PLACEMENT")
Contents: We refer to the announcement dated 29 December 2010 in relation to the Proposed Private Placement.
On behalf of the Board of Directors of Omedia, PM Securities Sdn Bhd ("PM Securities") wishes to announce that Bursa Malaysia Securities Berhad ("Bursa Securities") had, vide its letter dated 4 January 2011, resolved to approve the application for the listing of up to 14,171,900 new ordinary shares of RM0.10 each in Omedia ("Shares") to be issued pursuant to the Proposed Private Placement, subject to the following conditions being fulfilled:-
(1) Omedia and PM Securities must fully comply with the relevant provisions under the ACE Market Listing Requirements ("ACE LR") pertaining to the implementation of the Proposed Private Placement;
(2) Omedia and PM Securities to inform Bursa Securities upon the completion of the Proposed Private Placement; and
(3) Omedia and PM Securities to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of the Bursa Securities' approval once the Proposed Private Placement is completed.
As the new Shares to be issued pursuant to the Proposed Private Placement will be listed and quoted as the existing securities of the same class, quotation of the new Shares will commence on the next market day after the following:-
(1) Submission of the share certificate together with a covering letter containing the summary of the corporate proposal to Bursa Depository Sdn Bhd ("Bursa Depository") before 10.00 a.m. on the market day prior to the listing date;
(2) Receipt of confirmation from Bursa Depository that the additional new Shares are ready for crediting into the respective account holders; and
(3) An announcement in accordance to Rule 12.2 of Guidance Note 17 of the ACE LR is submitted via Bursa Link before 3.00 p.m. on the market day prior to the listing date.
This announcement is dated 6 January 2011.
DIGISTA - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: HWANGDBS INVESTMENT BANK BERHAD
Company Name: DIGISTAR CORPORATION BERHAD (ACE Market)
Stock Name: DIGISTA
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: DIGISTAR CORPORATION BERHAD ("Digistar" or "Company")
Application for extension of time for compliance with Bumiputera equity condition and proposal to comply with the Bumiputera equity condition
Contents: We refer to the earlier announcement dated 4 November 2010 made by HwangDBS Investment Bank Berhad ("HwangDBS") on behalf of the Company.
On behalf of the Company, HwangDBS is pleased to announce that the Securities Commission had, vide its letter dated 5 January 2011, granted Digistar an extension of time until 6 February 2012 to comply with the Bumiputera equity condition and a proposal to comply with the Bumiputera equity condition. In the event that the Company is unable to comply with the Bumiputera equity condition within 1 year from the date of the application to Ministry of International Trade and Industry, the equity condition will be removed.
This announcement is dated 6 January 2011.
Submitting Merchant Bank: HWANGDBS INVESTMENT BANK BERHAD
Company Name: DIGISTAR CORPORATION BERHAD (ACE Market)
Stock Name: DIGISTA
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: DIGISTAR CORPORATION BERHAD ("Digistar" or "Company")
Application for extension of time for compliance with Bumiputera equity condition and proposal to comply with the Bumiputera equity condition
Contents: We refer to the earlier announcement dated 4 November 2010 made by HwangDBS Investment Bank Berhad ("HwangDBS") on behalf of the Company.
On behalf of the Company, HwangDBS is pleased to announce that the Securities Commission had, vide its letter dated 5 January 2011, granted Digistar an extension of time until 6 February 2012 to comply with the Bumiputera equity condition and a proposal to comply with the Bumiputera equity condition. In the event that the Company is unable to comply with the Bumiputera equity condition within 1 year from the date of the application to Ministry of International Trade and Industry, the equity condition will be removed.
This announcement is dated 6 January 2011.
EBWORX - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: EBWORX BERHAD (ACE Market)
Stock Name: EBWORX
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary shares of RM 0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 20,000
Minimum price paid for each share purchased ($$): 0.425
Maximum price paid for each share purchased ($$): 0.430
Total consideration paid ($$): 8,516.00
Number of shares purchased retained in treasury (units): 20,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 9,580,600
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 4.40
Company Name: EBWORX BERHAD (ACE Market)
Stock Name: EBWORX
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary shares of RM 0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 20,000
Minimum price paid for each share purchased ($$): 0.425
Maximum price paid for each share purchased ($$): 0.430
Total consideration paid ($$): 8,516.00
Number of shares purchased retained in treasury (units): 20,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 9,580,600
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 4.40
VITROX - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: VITROX CORPORATION BERHAD
Stock Name: VITROX
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary Shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 110,000
Minimum price paid for each share purchased ($$): 1.250
Maximum price paid for each share purchased ($$): 1.260
Total consideration paid ($$): 138,141.92
Number of shares purchased retained in treasury (units): 110,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,824,700
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.86
Remarks: The amount paid for shares purchased is exclusive of brokerage, clearing house fee and stamp duty.
Company Name: VITROX CORPORATION BERHAD
Stock Name: VITROX
Date Announced: 06/01/2011
Announcement Detail:
Date of buy back: 06/01/2011
Description of shares purchased: Ordinary Shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 110,000
Minimum price paid for each share purchased ($$): 1.250
Maximum price paid for each share purchased ($$): 1.260
Total consideration paid ($$): 138,141.92
Number of shares purchased retained in treasury (units): 110,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,824,700
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.86
Remarks: The amount paid for shares purchased is exclusive of brokerage, clearing house fee and stamp duty.
CONNECT - General Announcement
Announcement Type: General Announcement
Company Name: CONNECTCOUNTY HOLDINGS BERHAD (ACE Market)
Stock Name: CONNECT
Date Announced: 06/01/2011
Announcement Detail:
Regularisation Sponsor: M&A Securities Sdn Bhd
Sponsor: Same as above
Type: Announcement
Subject: CONNECTCOUNTY HOLDINGS BERHAD ("CCHB" or the "Company") - HDMI (High Definition Multimedia Interface) Certification
Contents: HDMI (High Definition Multimedia Interface) Certification
Company Name: CONNECTCOUNTY HOLDINGS BERHAD (ACE Market)
Stock Name: CONNECT
Date Announced: 06/01/2011
Announcement Detail:
Regularisation Sponsor: M&A Securities Sdn Bhd
Sponsor: Same as above
Type: Announcement
Subject: CONNECTCOUNTY HOLDINGS BERHAD ("CCHB" or the "Company") - HDMI (High Definition Multimedia Interface) Certification
Contents: HDMI (High Definition Multimedia Interface) Certification
RVIEW - CROP ANNOUNCEMENT FOR DECEMBER 2010
Announcement Type: General Announcement
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: CROP ANNOUNCEMENT FOR DECEMBER 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of December 2010 is 2,631.71 Metric Tons
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: CROP ANNOUNCEMENT FOR DECEMBER 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of December 2010 is 2,631.71 Metric Tons
HAPSENG - HAP SENG CONSOLIDATED BERHAD ("HSCB" OR THE "COMPANY") - SUSPENSION OF TRADING OF SHARES
Announcement Type: General Announcement
Company Name: HAP SENG CONSOLIDATED BERHAD
Stock Name: HAPSENG
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: HAP SENG CONSOLIDATED BERHAD ("HSCB" OR THE "COMPANY")
- SUSPENSION OF TRADING OF SHARES
Contents: The Company had on even date requested for a suspension of trading of its securities for one (1) market day from 9.00 a.m. to 5.00 p.m. on Friday, 7 January 2011 pending announcement of a major corporate exercise.
The request for suspension is made under subparagraph 3.1(b) of Practice Note No. 2 on Requests for Suspension of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This announcement is dated 6 January 2011.
cc: Securities Commission
Company Name: HAP SENG CONSOLIDATED BERHAD
Stock Name: HAPSENG
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: HAP SENG CONSOLIDATED BERHAD ("HSCB" OR THE "COMPANY")
- SUSPENSION OF TRADING OF SHARES
Contents: The Company had on even date requested for a suspension of trading of its securities for one (1) market day from 9.00 a.m. to 5.00 p.m. on Friday, 7 January 2011 pending announcement of a major corporate exercise.
The request for suspension is made under subparagraph 3.1(b) of Practice Note No. 2 on Requests for Suspension of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This announcement is dated 6 January 2011.
cc: Securities Commission
ORIENT - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: ORIENTAL HOLDINGS BERHAD
Stock Name: ORIENT
Date Announced: 06/01/2011
Announcement Detail:
Date of change: 06/01/2011
Type of change: Cessation
Designation: Alternate Director
Directorate: Executive
Name: Tan Kheng Hwee
Age: 44
Nationality: Singaporean
Qualifications: MBA in Finance.
Working experience and occupation: General Manager in Kah Motor Co. Sdn. Bhd.
Directorship of public companies (if any): 1) Boon Siew Credit Berhad
2) Penang Yellow Bus Con. Berhad
Family relationship with any director and/or major shareholder of the listed issuer: She is the daughter of Dato' Loh Cheng Yean. She is the niece of Dato' Robert Wong Lum Kong, DSSA, JP, Dato' Dr Tan Chong Siang, Dato' Lim Su Tong and the cousin of Mr Loh Kian Chong and Mr Tan Hui Jing.
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Direct Interest - 172,032 of stocks
Remarks: Ms Tan Kheng Hwee ceased to be the Alternate Director to Dato' Loh Cheng Yean, the Group Executive Chairman.
Company Name: ORIENTAL HOLDINGS BERHAD
Stock Name: ORIENT
Date Announced: 06/01/2011
Announcement Detail:
Date of change: 06/01/2011
Type of change: Cessation
Designation: Alternate Director
Directorate: Executive
Name: Tan Kheng Hwee
Age: 44
Nationality: Singaporean
Qualifications: MBA in Finance.
Working experience and occupation: General Manager in Kah Motor Co. Sdn. Bhd.
Directorship of public companies (if any): 1) Boon Siew Credit Berhad
2) Penang Yellow Bus Con. Berhad
Family relationship with any director and/or major shareholder of the listed issuer: She is the daughter of Dato' Loh Cheng Yean. She is the niece of Dato' Robert Wong Lum Kong, DSSA, JP, Dato' Dr Tan Chong Siang, Dato' Lim Su Tong and the cousin of Mr Loh Kian Chong and Mr Tan Hui Jing.
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Direct Interest - 172,032 of stocks
Remarks: Ms Tan Kheng Hwee ceased to be the Alternate Director to Dato' Loh Cheng Yean, the Group Executive Chairman.
WARISAN - General Announcement
Announcement Type: General Announcement
Company Name: WARISAN TC HOLDINGS BERHAD
Stock Name: WARISAN
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: WARISAN TC HOLDINGS BERHAD ("WTCH" OR "THE COMPANY")
DISTRIBUTION AGREEMENT BETWEEN BEIQI FOTON MOTOR CO. LTD AND ANGKA-TAN MOTOR SDN BHD, A SUBSIDIARY OF WARISAN TC HOLDINGS BERHAD
Contents: 1. INTRODUCTION
Reference is made to the Company's announcement dated 7 September 2010 relating to the Memorandum of Understanding ("MOU") entered into between Angka-Tan Motor Sdn Bhd ("ATM"), a wholly-owned subsidiary of the Company, and Beiqi Foton Motor Co. Ltd. ("BFM" or "Supplier").
The Board of Directors of WTCH is pleased to announce that ATM has on 6 January 2011 entered into a Distribution Agreement ("Agreement") with BFM to formalise the appointment of ATM by BFM as:-
(i) the sole and exclusive assembler and distributor of bus chassis of such contractual model(s) to be mutually agreed between the parties ("Bus Products") and to distribute, market and sell the Bus Products, either on its own or as a complete bus;
(ii) the sole and exclusive provider of after sales services of the Bus Products; and
(iii) the sole and exclusive distributor of parts and accessories ("Spare Parts") in respect of the Bus Products;
in Malaysia ("Territory") (collectively known as "Appointment").
2. PARTIES TO THE AGREEMENT
2.1 INFORMATION ON ATM
ATM is a company incorporated in Malaysia on 7 June 1982 with an authorized share capital of RM2,000,000 divided into 2,000,000 ordinary shares of RM1.00 each of which 1,170,000 ordinary shares have been issued and are fully paid-up.
ATM is currently a dormant company and its intended business is to carry out business activities, inter alia, the manufacture, assembly and distribution of commercial vehicles.
2.2 INFORMATION ON BFM
BFM is a company incorporated under the laws of the People's Republic of China ("PRC") and listed on the Shanghai Stock Exchange. It is the largest commercial vehicle manufacturer in PRC manufacturing a wide range of commercial vehicles, including light duty trucks, heavy duty trucks and buses of many model types and variants. BFM is the owner of ten (10) Foton brands including Auman, AUV, View, Ollin, Saga, Aumark, Sup, Forland, Midi and MP-X. Foton is now the top commercial vehicle brand in PRC with the total number of production and sales of more than 3,000,000 units (year 1996 - 2009).
BFM through its bus division, Beijing New Energy Bus Branch is engaged in researching, developing, producing, manufacturing and selling of large and middle-size buses and chassis. The key products of BFM's bus division includes 6-13.7m city & intercity buses and coaches and BFM owns 9 body platforms, 9 chassis platforms and more than 200 product types, with annual capacity of 5,000 buses and coaches per shift.
3. SALIENT TERMS OF THE AGREEMENT
The salient terms of the Agreement are, inter alia, as follows:-
(a) The Supplier shall grant ATM the sole and exclusive right to do the following in the Territory:-
(i) To assemble and/or to appoint a contract assembler to assemble the Bus Products;
(ii) To distribute, market and sell the Bus Products whether on its own or as a complete bus by itself or though its dealership network in the Territory;
(iii) To perform and/or to appoint its after sales service provider or via its related company or affiliate to perform after sales service for the Bus Products; and
(iv) To sell, market and distribute the Spare Parts for the Bus Products and/or to appoint its after sales service provider or via its related company or affiliate to do so.
(b) This Agreement is conditional and subject to the fulfilment of the following conditions precedent within three (3) months from the signing date of the Agreement or such extended period(s) as shall be mutually agreed upon by the parties:-
(i) Signing of all the following agreements namely:
? Technical Assistance Agreement;
? After Sales Service Agreement (including the Overseas Warranty Policy);
? Agreement on License and Protection of Trademarks, Identifiers and Goodwill; and
? Vehicle Homologation Agreement;
(collectively known as "Operating Agreements"); and
(ii) ATM obtaining the approval/license to assemble the Bus Products from the government authority of the Territory.
This Agreement shall become unconditional upon fulfilment of the above conditions precedent ("Effective Date").
(c) The effective period of this Agreement shall be five (5) years from the Effective Date ("Term"). Both parties shall negotiate and discuss the renewal of this Agreement at least six (6) months before the expiry of the Term.
4. INVESTMENT FOR THE BUS PRODUCTS
Pursuant to the Agreement, ATM may allocate USD2 million for business with the Supplier in the Territory ("Proposed Investment"). The Proposed Investment will be financed by internally generated funds of the WTCH Group and/or external borrowings.
The highest percentage ratio applicable to the Proposed Investment is 1.67% based on the audited financial statements of WTCH for the financial year ended 31 December 2009.
5. RATIONALE
The Appointment will provide an opportunity for the WTCH Group to further expand its business activities by extending its product range into the heavy commercial vehicles sector, thereby broadening the future earnings base of WTCH Group.
6. FINANCIAL EFFECTS
The Appointment and the Proposed Investment will not have any material impact on the earnings, net assets and gearing of the WTCH Group for the current financial year ending 31 December 2011 but is expected to contribute positively to the Group's future earnings in the long term.
7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors or substantial shareholders of the Company or person(s) connected with them, has any interest, direct or indirect, in the Appointment.
8. DIRECTORS' STATEMENT
The Board of Directors, having considered all aspects of the Appointment, is of the opinion that the Appointment is in the best interest of the WTCH Group.
9. DOCUMENT FOR INSPECTION
A copy of the Agreement is available for inspection at the Registered Office of WTCH at 62-68, Jalan Ipoh, 51200 Kuala Lumpur from Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement.
This announcement is dated 6 January 2011.
Company Name: WARISAN TC HOLDINGS BERHAD
Stock Name: WARISAN
Date Announced: 06/01/2011
Announcement Detail:
Type: Announcement
Subject: WARISAN TC HOLDINGS BERHAD ("WTCH" OR "THE COMPANY")
DISTRIBUTION AGREEMENT BETWEEN BEIQI FOTON MOTOR CO. LTD AND ANGKA-TAN MOTOR SDN BHD, A SUBSIDIARY OF WARISAN TC HOLDINGS BERHAD
Contents: 1. INTRODUCTION
Reference is made to the Company's announcement dated 7 September 2010 relating to the Memorandum of Understanding ("MOU") entered into between Angka-Tan Motor Sdn Bhd ("ATM"), a wholly-owned subsidiary of the Company, and Beiqi Foton Motor Co. Ltd. ("BFM" or "Supplier").
The Board of Directors of WTCH is pleased to announce that ATM has on 6 January 2011 entered into a Distribution Agreement ("Agreement") with BFM to formalise the appointment of ATM by BFM as:-
(i) the sole and exclusive assembler and distributor of bus chassis of such contractual model(s) to be mutually agreed between the parties ("Bus Products") and to distribute, market and sell the Bus Products, either on its own or as a complete bus;
(ii) the sole and exclusive provider of after sales services of the Bus Products; and
(iii) the sole and exclusive distributor of parts and accessories ("Spare Parts") in respect of the Bus Products;
in Malaysia ("Territory") (collectively known as "Appointment").
2. PARTIES TO THE AGREEMENT
2.1 INFORMATION ON ATM
ATM is a company incorporated in Malaysia on 7 June 1982 with an authorized share capital of RM2,000,000 divided into 2,000,000 ordinary shares of RM1.00 each of which 1,170,000 ordinary shares have been issued and are fully paid-up.
ATM is currently a dormant company and its intended business is to carry out business activities, inter alia, the manufacture, assembly and distribution of commercial vehicles.
2.2 INFORMATION ON BFM
BFM is a company incorporated under the laws of the People's Republic of China ("PRC") and listed on the Shanghai Stock Exchange. It is the largest commercial vehicle manufacturer in PRC manufacturing a wide range of commercial vehicles, including light duty trucks, heavy duty trucks and buses of many model types and variants. BFM is the owner of ten (10) Foton brands including Auman, AUV, View, Ollin, Saga, Aumark, Sup, Forland, Midi and MP-X. Foton is now the top commercial vehicle brand in PRC with the total number of production and sales of more than 3,000,000 units (year 1996 - 2009).
BFM through its bus division, Beijing New Energy Bus Branch is engaged in researching, developing, producing, manufacturing and selling of large and middle-size buses and chassis. The key products of BFM's bus division includes 6-13.7m city & intercity buses and coaches and BFM owns 9 body platforms, 9 chassis platforms and more than 200 product types, with annual capacity of 5,000 buses and coaches per shift.
3. SALIENT TERMS OF THE AGREEMENT
The salient terms of the Agreement are, inter alia, as follows:-
(a) The Supplier shall grant ATM the sole and exclusive right to do the following in the Territory:-
(i) To assemble and/or to appoint a contract assembler to assemble the Bus Products;
(ii) To distribute, market and sell the Bus Products whether on its own or as a complete bus by itself or though its dealership network in the Territory;
(iii) To perform and/or to appoint its after sales service provider or via its related company or affiliate to perform after sales service for the Bus Products; and
(iv) To sell, market and distribute the Spare Parts for the Bus Products and/or to appoint its after sales service provider or via its related company or affiliate to do so.
(b) This Agreement is conditional and subject to the fulfilment of the following conditions precedent within three (3) months from the signing date of the Agreement or such extended period(s) as shall be mutually agreed upon by the parties:-
(i) Signing of all the following agreements namely:
? Technical Assistance Agreement;
? After Sales Service Agreement (including the Overseas Warranty Policy);
? Agreement on License and Protection of Trademarks, Identifiers and Goodwill; and
? Vehicle Homologation Agreement;
(collectively known as "Operating Agreements"); and
(ii) ATM obtaining the approval/license to assemble the Bus Products from the government authority of the Territory.
This Agreement shall become unconditional upon fulfilment of the above conditions precedent ("Effective Date").
(c) The effective period of this Agreement shall be five (5) years from the Effective Date ("Term"). Both parties shall negotiate and discuss the renewal of this Agreement at least six (6) months before the expiry of the Term.
4. INVESTMENT FOR THE BUS PRODUCTS
Pursuant to the Agreement, ATM may allocate USD2 million for business with the Supplier in the Territory ("Proposed Investment"). The Proposed Investment will be financed by internally generated funds of the WTCH Group and/or external borrowings.
The highest percentage ratio applicable to the Proposed Investment is 1.67% based on the audited financial statements of WTCH for the financial year ended 31 December 2009.
5. RATIONALE
The Appointment will provide an opportunity for the WTCH Group to further expand its business activities by extending its product range into the heavy commercial vehicles sector, thereby broadening the future earnings base of WTCH Group.
6. FINANCIAL EFFECTS
The Appointment and the Proposed Investment will not have any material impact on the earnings, net assets and gearing of the WTCH Group for the current financial year ending 31 December 2011 but is expected to contribute positively to the Group's future earnings in the long term.
7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors or substantial shareholders of the Company or person(s) connected with them, has any interest, direct or indirect, in the Appointment.
8. DIRECTORS' STATEMENT
The Board of Directors, having considered all aspects of the Appointment, is of the opinion that the Appointment is in the best interest of the WTCH Group.
9. DOCUMENT FOR INSPECTION
A copy of the Agreement is available for inspection at the Registered Office of WTCH at 62-68, Jalan Ipoh, 51200 Kuala Lumpur from Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement.
This announcement is dated 6 January 2011.
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