April 25, 2013

Company announcements: KUB, DIGI, ARK, YUNKONG, GTRONIC, TAWIN, SILVER, EKIB, BIOSIS

KUB - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameKUB MALAYSIA BERHAD  
Stock Name KUB  
Date Announced25 Apr 2013  
CategoryChange in Boardroom
Reference NoKM-130425-54874

Date of change24/04/2013
NameDatuk Kamilia Ibrahim
Age61
NationalityMalaysian
DesignationDirector
DirectorateNon Independent & Non Executive
Type of changeResignation
ReasonTo pursue other interest.
Details of any disagreement that he/she has with the Board of DirectorsNo
Whether there are any matters that need to be brought to the attention of the shareholdersNo
QualificationsLLB & LLM, University of Malaya
Postgraduate Diploma, International Islamic University Malaysia 
Working experience and occupation Principal Partner, Messrs. Kamilia & Co. 
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiaries3,000 ordinary shares in KUB Malaysia Berhad. 


DIGI - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameDIGI.COM BERHAD  
Stock Name DIGI  
Date Announced25 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130425-1ED9A

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF Act 1991
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.01 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired22/04/2013
2,041,700
 

Circumstances by reason of which change has occurredAcquired
Nature of interestDirect
Direct (units)1,219,420,240 
Direct (%)15.68 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change1,219,420,240
Date of notice23/04/2013

Remarks :
The total number of 1,219,420,240 Ordinary Shares of RM0.01 each are held as follows:-
1) 1,120,233,250 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board;
2) 14,791,000 Ordinary Shares of RM0.01 each are registered in the name of Employees Provident Fund Board;
3) 2,070,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (KIB);
4) 9,315,300 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (HDBS);
5) 2,700,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (RHB INV);
6) 5,070,600 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (AM INV);
7) 2,692,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (MAYBAN);
8) 3,285,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ALLIANCE);
9) 38,490,890 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (NOMURA);
10) 11,382,200 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (CIMB PRI);
11) 2,800,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ARIM); and
12) 6,590,000 Ordinary Shares of RM0.01 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ABERDEEN).

The Form 29B was received by the Company on 25 April 2013.


ARK - Annual Audited Accounts - 31 December 2012

Announcement Type: PDF Submission
Company NameARK RESOURCES BERHAD  
Stock Name ARK  
Date Announced25 Apr 2013  
CategoryPDF Submission
Reference NoCP-130425-57301

SubjectAnnual Audited Accounts - 31 December 2012


YUNKONG - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameYUNG KONG GALVANISING INDUSTRIES BHD  
Stock Name YUNKONG  
Date Announced25 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130425-3192A

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionRELATED PARTY TRANSACTION – DISPOSAL OF THE ENTIRE ISSUED CAPITAL AND PAID UP CAPITAL OF WAJAPLAS MANUFACTURING (M) SDN BHD CONSIST OF 1,500,000 ORDINARY SHARES OF RM1.00 EACH BY INTEGRATED COIL COATING INDUSTRIES SDN BHD TO MR KHOR TECK TUN AND MS LIM SEE POI
Introduction
Yung Kong Galvanising Industries Berhad (“YKGI” or “the Company”) wishes to announce that its wholly-owned subsidiary, Integrated Coil Coating Industries Sdn Bhd (“ICCI”) had on 25 April 2013 entered into a sale of share agreement (“SSA”) with Mr. Khor Teck Tun and Ms. Lim See Poi (“the Purchasers”) of Lot 1709, Kampung Chekok 17060 Pasir Mas, Kelantan for the disposal of the entire issued and paid-up share capital of Wajaplas Manufacturing (M) Sdn Bhd (“WMSB”) consist of 1,500,000 Ordinary Shares of RM1.00 each (“Sale Shares”) for a total sales consideration of Ringgit Malaysia Three Hundred Sixty Thousand (RM360,000.00) [“Proposed Disposal”]:

(1) Information on ICCI, WMSB and Mr. Khor Teck Tun

ICCI was incorporated on 13 January 2000 and has its registered office at Lot 712, Block 7, Demak Laut Industrial Park, 93050 Kuching, Sarawak. Currently, the business activities carried out by ICCI are manufacture, sale and installation of metal roofing and related products, PVC pipes and wire mesh.

WMSB was incorporated on 7 January 2002 and has its registered office at Lot 557, Section 19, Taman Limau Manis, Jalan Hamzah, 15050 Kota Bharu, Kelantan. Currently, the business activities carried out by WMSB are manufacture and sale of PVC pipes and related products. Mr. Khor Teck Tun and Ms. Lim See Poi are the Directors of WMSB. Ms. Lim See Poi is the wife of Mr. Kho Teck Tun.
      Mr. Khor Teck Tun is the Director of ICCI.

(2) Basis of sales consideration

      The sales consideration of RM360,000 (“Sales Consideration”) was arrived at based on willing-buyer willing-seller basis after taking into consideration the net asset value of WMSB and the fair value of the Sale Shares.

      Based on the latest audited financial statements for the financial year ended 31 December 2012 of WMSB, the net loss and net liabilities of WMSB were RM359,788 and RM104,674 respectively.

(3) Effect of the Proposed Disposal

The Proposed Disposal is not expected to have a material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of the Company.

(4) Particulars of all liabilities including contingent liabilities and guarantees to be assumed by WMSB, arising from the Proposed Disposal

There is no liability to be assumed by WMSB, arising from the Proposed Disposal.

(5) Expected gain and satisfaction of Sales Consideration
      Based on the net assets of WMSB as at 31 December 2012, the expected gain to YKGI Group arising from the Proposed Disposal is RM464,674.
The Sales Consideration is to be satisfied in cash and will be used as working capital of ICCI.

(6) Whether the Proposed Disposal is subject to the approval of shareholders and the relevant government authorities and the estimated time frame for submission of the application to the relevant authorities

The Proposed Disposal is not subject to the approval of the shareholders and the relevant government authorities.

(7) Rationale for Disposal including any benefit which is expected to accrue to YKGI Group as a result of Disposal

WMSB’s performance did not meet the expectation and it could not fit in the intended overall strategy of YKGI Group. Therefore, it is proposed to dispose WMSB back to Mr Khor Teck Tun and his nominee(s) for the best interest of YKGI Group. Mr Khor Teck Tun is one of the original owner of WMSB.

(8) The salient features of the SSA, if any, and the time and place where the documents may be inspected
      The Proposed Disposal is subject to the terms and conditions of the SSA and the Sales Consideration shall be paid by the Purchasers in the following manner:

      (a) RM36,000, being part deposit and part payment towards the Sales Consideration paid to ICCI on 25 April 2013;
        (b) RM324,000, being the balance amount of the Sales Consideration shall be paid within three (3) months from the date of SSA (“Completion Date”). Notwithstanding the aforesaid, in the case where the Purchasers unable to pay the balance within three (3) months from the SSA, ICCI shall give another one (1) month extension towards the Purchasers with an interest of 8% per annum for any late payment calculated on the daily basis until the full settlement of the balance Sales Consideration.

        (c) ICCI undertake to cause the transfer of 1,500,000 shares to the Purchasers free from any encumbrances when receiving the balance of Sales Consideration.

        (d) Within thirty (30) days from the date of SSA:
          (a) ICCI shall deliver or cause to be delivered to M/s Salina Fazilawati & Co. , Advocate & Solicitors of 3512-E, Tingkat 3, Jalan Sultanah Zainab, 15050 Kota Bharu, Kelantan. (“the Solicitors”) as stakeholders:

            (1) a certified true copy of the Memorandum and Articles of Association of WMSB;
            (2) a certified true copy of the latest Form 24 in respect of WMSB;
            (3) a certified true copy of the latest Form 49 in respect of WMSB;
            (4) the valid and subsisting resolution of its board of directors authorizing and approving the execution and performance of SSA subject to the provisions thereof (if required);
            (5) an instrument or instruments of transfer of the said Shares beneficially owned by the Vendors duly executed by the Vendors in favor of the Purchasers together with the share certificates relating thereto.
          (b) The Purchasers shall deliver or cause to be delivered to the Solicitors the valid and subsisting resolution of its board of directors of the Purchasers, authorizing and approving the execution and performance of SSA subject to the provisions thereof.
        (e) Completion of the Proposed Disposal shall take place during regular business hours within ninety (90) days after from the date of SSA (“Completion Date”).
          (f) ICCI undertake to exercise its voting rights in respect of the said Shares in WMSB and to procure that the directors of WMSB who are nominees of ICCI to exercise their votes on the Board of Directors of WMSB so as to procure that the following acts and things are carried out and done on or prior to the Completion Date of SSA, namely:
            (i) that the existing directors of MWSB convene a Board of Directors' meeting to approve and to accept the transfers of the said Shares to the Purchasers to the intent that the Purchasers shall be entitled to be registered as the registered holder thereof as at the Completion Date of SSA;

            (ii) that the existing directors of MWSB convene a Board of Directors' meeting to approve and appoint such person or persons as may be nominated by the Purchasers to be new directors of WMSB with effect from the Completion Date of SSA; and

            (iii) that all the directors of MWSB who are the nominees of the Vendor and the Company secretary of WMSB (if so required by the Purchasers) tender their respective resignations without compensation, damages or any payment whatsoever with effect from the Completion Date of SSA.
          (g) After the second Completion Date has been satisfied by the Purchasers, ICCI undertakes to transfer and register the said shares to the Purchasers. ICCI undertakes to take the total relevant step to register the said shares to the Purchasers.

          The SSA and all others relevant documents in connection therewith are available for inspection at the registered office of YKGI at Lot 712, Block 7, Demak Laut Industrial Park, 93050 Kuching, Sarawak from Mondays to Fridays (except public holidays) during normal business hours, for a period of three (3) months from the date of this announcement.

      (9) Original cost of investment of the Sale Shares and the date of such investment

      The Sale Shares were acquired in year 2012 with total consideration of RM360,000.

      (10) The date on which the terms of the Proposed Disposal was agreed upon

      The terms of the Proposed Disposal was agreed upon on 25 April 2013.

      (11) Statement by the Board of Directors and the Audit Committee
          Having considered the rationale and all other aspects of the Proposed Disposal, the Board of Directors of YKGI and the Audit Committee of YKGI were of the opinion that the Proposed Disposal is in the best interest of the YKGI Group and the terms of the Proposed Disposal is fair, reasonable and on normal commercial terms and hence not detrimental to the interest of the minority shareholders.

      (12) Estimated timeframe for completion of the Proposed Disposal

      Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed within three (3) months from the date of SSA.

      (13) Highest percentage ratio of the Proposed Disposal

          The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 0.25%.

      (14) Total amount transacted with Mr. Khor Teck Tun for the preceding twelve (12) months

      The total amount transacted with Mr. Khor Teck Tun for the preceding 12 months is RM94,200.

      This announcement is dated 25 April 2013.


      GTRONIC - GTRONIC-Employees Share Option Scheme ("Scheme")

      Announcement Type: Listing Circular
      Company NameGLOBETRONICS TECHNOLOGY BERHAD  
      Stock Name GTRONIC  
      Date Announced25 Apr 2013  
      CategoryListing Circular
      Reference NoSM-130425-61906

      LISTING'S CIRCULAR NO. L/Q : 67632 OF 2013

      Kindly be advised that the abovementioned Company’s additional 335,500 new ordinary shares of RM0.50 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 29 April 2013.


      TAWIN - Annual Audited Accounts - 31 December 2012

      Announcement Type: PDF Submission
      Company NameTA WIN HOLDINGS BERHAD  
      Stock Name TAWIN  
      Date Announced25 Apr 2013  
      CategoryPDF Submission
      Reference NoTW-130425-59572

      SubjectAnnual Audited Accounts - 31 December 2012


      SILVER - OTHERS SILVER BIRD GROUP BERHAD (“SBGB” or “the Company”) Writ of Summons and Statement of Claim filed by TS Plastics Sdn Bhd against Standard Confectionery Sdn Bhd - Shah Alam Sessions Court Writ Summons No. B52-26-03/2013

      Announcement Type: General Announcement
      Company NameSILVER BIRD GROUP BERHAD  
      Stock Name SILVER  
      Date Announced25 Apr 2013  
      CategoryGeneral Announcement
      Reference NoCC-130425-62365

      TypeAnnouncement
      SubjectOTHERS
      DescriptionSILVER BIRD GROUP BERHAD (“SBGB” or “the Company”)
      Writ of Summons and Statement of Claim filed by TS Plastics Sdn Bhd against Standard Confectionery Sdn Bhd
      - Shah Alam Sessions Court Writ Summons No. B52-26-03/2013
      The Board of Directors of SBGB wishes to announce that Standard Confectionery Sdn Bhd (“SCSB”), a wholly-owned subsidiary of SBGB, has on 25 April 2013 been served with a Writ of Summons and Statement of Claim both dated 25 March 2013 in the Shah Alam Sessions Court filed by TS Plastics Sdn Bhd (the “Plaintiff”).
      By the said suit, the Plaintiff claims a sum of RM592,997.47 alleged to be owing by SCSB as at 31 May 2012, interest thereon at the rate of 5% per annum calculated from the date of issue of the Writ of Summons until the date of full settlement and costs. The Shah Alam Sessions Court has fixed the suit for case management on 9 May 2013.

      The Directors of the Company are of the opinion that the amount claimed is not expected to have any financial or operational impact as such claim, if SCSB is at all liable, is envisaged to be restructured pursuant to the proposed regularisation plan for the Group.

      The Company is advised that the Plaintiff is restrained from commencing or further proceeding with the said suit without leave of the Court by virtue of and in accordance with the restraining order pursuant to Section 176(10) of the Companies Act, 1965 which was granted by the High Court in favour of SCSB and extended for a period of ninety (90) days commencing from 13 April 2013. The Company is also currently seeking legal advice with regards to the said suit.

      This announcement is dated 25 April 2013.


      EKIB - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

      Announcement Type: General Announcement
      Company NameEMAS KIARA INDUSTRIES BERHAD  
      Stock Name EKIB  
      Date Announced25 Apr 2013  
      CategoryGeneral Announcement
      Reference NoCK-130424-11482

      TypeAnnouncement
      SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
      NON RELATED PARTY TRANSACTIONS
      DescriptionEMAS KIARA INDUSTRIES BERHAD ("EKIB" OR THE "COMPANY")
      - LETTER OF OFFER FOR THE PROPOSED ACQUISITION OF A PIECE OF INDUSTRIAL LAND IN KOTA KINABALU INDUSTRIAL PARK, SABAH AND THE PROPOSED JOINT VENTURE ON THE SAID LAND

      Reference is made to the announcement made by the Company on 25 March 2013 where the Company announced that it would be seeking shareholders’ approval pursuant to Chapter 10.07 and 10.13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and Malaysian Code on Take-Overs and Mergers 2010 (“Take-Overs Code”) on the subject matter. Unless otherwise defined herein, all terms and abbreviations used herein shall be the same as those defined in the previous announcement.

      After consultation with the Company’s adviser, the Board of Directors of EKIB wishes to clarify that shareholders’ approval for the Proposed Acquisition and the Proposed Joint Venture (collectively referred to as the “Proposals”) is not required under the Take-Overs Code as the Proposals are not deemed as a frustration to the take-over offer.

      However, shareholders’ approval for the Proposals is required pursuant to the provisions under Chapter 10.07 and 10.13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad as the Proposals are transactions with percentage ratio of 25% or more and diversification in operations of the Company. The Company will seek the approval of shareholders at a later date.

      This announcement is dated 25 April 2013.



      BIOSIS - Change in Audit Committee

      Announcement Type: Change in Audit Committee
      Company NameBIOSIS GROUP BERHAD  
      Stock Name BIOSIS  
      Date Announced25 Apr 2013  
      CategoryChange in Audit Committee
      Reference NoCM-130425-39975

      Date of change25/04/2013
      NameKhairul Azwan bin Harun
      Age36
      NationalityMalaysian
      Type of changeAppointment
      DesignationChairman of Audit Committee
      DirectorateIndependent & Non Executive
      Qualifications1. Bachelor Degree in Accounting from Cardiff University of Wales, United Kingdom
      2. Master Degree in Strategic Management from the Open University Malaysia, Kuala Lumpur.  
      Working experience and occupation Khairul Azwan bin Harun started his career in 1999 with Ernst & Young, Chartered Accountants at Kuala Lumpur Office and held senior positions in Business Assurance and Corporate Recovery divisions. He was involved in E&Y corporate advisory assignments at several public listed companies and GLCs.

      He joined Perak State Government in 2004 and was appointed as CEO of Yayasan Bina Upaya Darul Ridzuan (YBUDR), a state charity foundation in 2010 until 2011. Presently, he is the Deputy Chairman of the Board of YBUDR. He is also an adjunct Lecturer of Management and Leadership at Universiti Teknologi Petronas.  
      Directorship of public companies (if any)NIL 
      Family relationship with any director and/or major shareholder of the listed issuerNIL 
      Any conflict of interests that he/she has with the listed issuerNIL 
      Details of any interest in the securities of the listed issuer or its subsidiariesNIL 
      Composition of Audit Committee (Name and Directorate of members after change)Chairman:
      Khairul Azwan bin Harun - Independent Non-Executive Director

      Members:
      Ong Tee Kein - Independent Non-Executive Director
      Lai Pai Lan - Independent Non-Executive Director


      BIOSIS - Change in Audit Committee

      Announcement Type: Change in Audit Committee
      Company NameBIOSIS GROUP BERHAD  
      Stock Name BIOSIS  
      Date Announced25 Apr 2013  
      CategoryChange in Audit Committee
      Reference NoCM-130423-40312

      Date of change25/04/2013
      NameLai Pai Lan
      Age35
      NationalityMalaysian
      Type of changeAppointment
      DesignationMember of Audit Committee
      DirectorateIndependent & Non Executive
      QualificationsHe received his early education at Tunku Abdul Rahman College. He was admitted as a member of the Association of Chartered Certified Accountants (ACCA, UK) in year 2006 and as a member of Malaysian Institute of Accountants (MIA) in year 2007. He was admitted as fellow of ACCA in year 2011.  
      Working experience and occupation He started his career by working for BDO Binder for approximately 6 years and subsequently started his own professional firm by providing services in accounting, consultancy and tax.  
      Directorship of public companies (if any)NIL 
      Family relationship with any director and/or major shareholder of the listed issuerNIL 
      Any conflict of interests that he/she has with the listed issuerNIL 
      Details of any interest in the securities of the listed issuer or its subsidiariesNIL 
      Composition of Audit Committee (Name and Directorate of members after change)Chairman:
      Khairul Azwan bin Harun - Independent Non-Executive Director

      Members:
      Ong Tee Kein - Independent Non-Executive Director
      Lai Pai Lan - Independent Non-Executive Director


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