July 30, 2013

Company announcements: MAXIS, FARLIM, MNRB, YTLPOWR, GTRONIC

MAXIS - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NameMAXIS BERHAD  
Stock Name MAXIS  
Date Announced30 Jul 2013  
CategoryChange in Audit Committee
Reference NoMM-130719-37895

Date of change30/07/2013
NameRaja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda
Age66
NationalityMalaysian
Type of changeAppointment
DesignationMember of Audit Committee
DirectorateIndependent & Non Executive
QualificationsHe is a Fellow of the Institute of Chartered Accountants in England and Wales, and a member of the Malaysian Institute of Accountants. He is also a member of the Malaysian Institute of Certified Public Accountants and served on its council for 24 years, including three years as its president.  
Working experience and occupation He is presently a director of Khazanah Nasional Berhad, Yayasan DayaDiri and ACR Retakaful Berhad. Raja Arshad is the chairman of Binariang GSM Sdn. Bhd., Ekuiti Nasional Berhad, Yayasan Raja Muda Selangor and Yayasan Amir. He is also the Chancellor of University Selangor. He was formerly executive chairman and senior partner of PricewaterhouseCoopers (“PwC”), Malaysia, chairman of the Leadership Team of PwC Asia 7, and chairman of the Malaysian Accounting Standards Board and Danamodal Nasional Berhad. His previous international appointments include being a member of the PwC Global Leadership Team, the PwC Global IFRS Board and the Standards Advisory Council of the International Accounting Standards Board.

His previous public appointments include being a member of the Securities Commission, the Malaysian Communications and Multimedia Commission, the Investment Panel of the Employees Provident Fund and the board of trustees of the National Art Gallery.  
Directorship of public companies (if any)1. Khazanah Nasional Berhad
2. Ekuiti Nasional Berhad
3. Yayasan Raja Muda Selangor
4. Yayasan Dayadiri
5. Yayasan Amir
6. ACR Retakaful Berhad 
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 subsidiaries750,000 ordinary shares of RM0.10 each in Maxis Berhad 
Composition of Audit Committee (Name and Directorate of members after change)1. Robert William Boyle (Chairman, Independent Non-Executive Director)
2. Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda (Independent Non-Executive Director)
3. Dato' Mokhzani bin Mahathir (Independent Non-Executive Director)
4. Dr Fahad Hussain S. Mushayt (Non-Independent Non-Executive Director)
5. Chan Chee Beng (Non-Independent Non-Executive Director)

Remarks :
Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda was also appointed as a member of the Remuneration Committee with effect from 30 July 2013. Please also refer to the Company's announcement entitled "Change in Maxis' Remuneration Committee" made on even date.


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

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameMAXIS BERHAD  
Stock Name MAXIS  
Date Announced30 Jul 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMM-130730-0DFB5

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board ("EPF Board")
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each in Maxis Berhad ("Maxis Shares")
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
EPF Board
Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur
- in respect of the disposal of 1,757,800 Maxis Shares

Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (CIMB PRI)
Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur
- in respect of the acquisition of 1,108,100 Maxis Shares

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed25/07/2013
1,757,800
 
Acquired25/07/2013
1,108,100
 

Circumstances by reason of which change has occurredDisposal and acquisition
Nature of interestDirect and indirect
Direct (units)413,558,400 
Direct (%)5.51 
Indirect/deemed interest (units)32,033,800 
Indirect/deemed interest (%)0.43 
Total no of securities after change445,592,200
Date of notice26/07/2013

Remarks :
This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder (Form 29B) dated 26 July 2013 and received by the Company on 30 July 2013.

The registered holders of the 445,592,200 Maxis Shares are as follows:-

Directly held
1. Citigroup Nominees (Tempatan) Sdn Bhd
EPF Board
- in respect of 412,058,400 Maxis Shares

2. EPF Board
- in respect of 1,500,000 Maxis Shares

Held through nominee
3. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (AM INV)
- in respect of 1,782,600 Maxis Shares

4. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (ALLIANCE)
- in respect of 3,006,000 Maxis Shares

5. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (NOMURA)
- in respect of 14,710,900 Maxis Shares

6. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (CIMB PRI)
- in respect of 10,345,000 Maxis Shares

7. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (ARIM)
- in respect of 1,250,000 Maxis Shares

8. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (TEMPLETON)
- in respect of 939,300 Maxis Shares


FARLIM - BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS FARLIM GROUP (MALAYSIA) BERHAD AND FINES NINE DIRECTORS A TOTAL OF RM340,000

Announcement Type: Listing Circular
Company NameFARLIM GROUP (MALAYSIA) BHD  
Stock Name FARLIM  
Date Announced30 Jul 2013  
CategoryListing Circular
Reference NoCW-130730-55579

LISTING'S CIRCULAR NO. L/Q : 68441 OF 2013

Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded Farlim Group (Malaysia) Berhad (FARLIM) and its directors for breaching the Listing Requirements of Bursa Malaysia Securities (LR). In addition, the directors were fined a total of RM340,000.

FARLIM was publicly reprimanded for breaches of paragraph 10.08 of the LR on the failure to make an immediate announcement, appoint an independent adviser and a main adviser and procure shareholders’ prior approval of the following related party transactions:-

  • approval / acceptance on 27 April 2007 and/or 25 August 2007 of its holding company, Farlim Holding Sdn. Bhd. (FHSB)’s request vide letter dated 27 March 2007 for repayment of the amount owed (of RM61,472,113 as at 27 March 2007) to FARLIM by FHSB on or before 31 December 2009; and
  • approval / acceptance on 21 February 2009 and/or 21 April 2009 of FHSB’s request vide letter dated 15 December 2008 for revised repayment of the amount owed (of RM57,659,841 as at 15 December 2008) to FARLIM by FHSB on or before 31 December 2011.

(collectively referred to as “the Related Party Transactions).

The following directors of FARLIM at the material time were found to have breached paragraph 16.11(b) of the LR for permitting knowingly, or where they had reasonable means of obtaining such knowledge, FARLIM to commit the above breaches. The penalties imposed on the directors are as follows:-

No.
Director
Penalty
1.
Tan Sri Dato’ Seri Lim Gait Tong
Chairman, Chief Executive & Managing Director
Public Reprimand and Fine of RM50,000
2.
Datuk Seri Haji Mohamed Iqbal Bin Kuppa Pitchai Rawther
Executive Director
Public Reprimand and Fine of RM50,000
3.
Lim Yat Koi @ Lim Yoke Kwai
Executive Director
Public Reprimand and Fine of RM50,000
4.
Ng Bock Tye
Executive Director
Public Reprimand and Fine of RM50,000
5.
Puan Sri Datin Seri Chin Chew Lin
Executive Director
Public Reprimand and Fine of RM50,000
6.
Dato’ Zainol Abidin Bin Dato’ Hj. Salleh
Independent Non- Executive Director & Audit Committee member
Public Reprimand and Fine of RM25,000
7.
Ahmad Kamarudin Bin Ismail
Independent Non- Executive Director & Audit Committee member
Public Reprimand and Fine of RM25,000
8.
Koay Seng Leong
Independent Non- Executive Director & Audit Committee Chairman
Public Reprimand and fine of RM25,000
9.
Lam Chin Loong
Independent Non- Executive Director & Audit Committee member
(retired on 25 June 2007)
Public Reprimand and fine of RM15,000
(In respect of the repayment proposal in 2007 only)
10.
Datuk Dr Chew Han Ching
Independent Non- Executive Director
(appointed on 2 July 2008)
Public Reprimand
(In respect of the revised repayment proposal in 2009 only)

The finding of breach and imposition of the above penalties on FARLIM and its directors were made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality of the Related Party Transactions / breaches and the role, responsibilities, conduct and interest of the directors.

Bursa Malaysia Securities views the contraventions seriously in view of the importance of the related party transaction requirements under the LR (RPT Requirements) which formed part of the fundamental obligations of companies listed on the Official List of Bursa Malaysia Securities which served to ensure directors of listed issuers shall maintain the highest standards of integrity, accountability and corporate governance. The RPT Requirements also enable independent shareholders of listed issuers an opportunity to consider, in a timely manner, transactions which have the potential of adversely affecting their interests.

BACKGROUND

(I) PUBLIC REPRIMAND ON FARLIM

FARLIM had committed the following breaches:-
      No.
      Breach
      1.
      Paragraph 10.08(1) of the LR for failing to make an immediate announcement of the Related Party Transactions.
      2.
      Paragraph 10.08(4)(a) of the LR for failing to appoint a main adviser before the Related Party Transactions were agreed upon.
      3.
      Paragraph 10.08(4)(b) of the LR for failing to appoint an independent adviser before the Related Party Transactions were agreed upon.
      4.
      Paragraph 10.08(2)(a) and (b) read together with paragraph 1.03(1) of the LR for failing to issue a circular and obtain shareholders’ prior approval in respect of the Related Party Transactions.

The amount owed by FHSB to FARLIM (which were advances made to FHSB since 1997) of RM61,472,113 as at 27 March 2007 and RM57,659,841 as at 15 December 2008 represented approximately 80% and 70% of FARLIM’s net assets of RM76,420,069 and RM82,370,833 as at 31 December 2006 and 31 December 2007 respectively. This had far exceeded the percentage ratio of 5% and 25% prescribed under the RPT Requirements where FARLIM must appoint an independent adviser, a main adviser and procure shareholders’ approval before the above repayment proposals were agreed upon.

Notwithstanding the representation that FARLIM did not suffer any loss arising from the amount owed by FHSB to FARLIM in view that interest was charged and paid, it was for the shareholders to ultimately decide on the merits and/or acceptance of the repayment and settlement of the long outstanding and material amount owed to FARLIM which was only tabled to shareholders for approval on 28 December 2011.

The breaches were detected by Bursa Malaysia Securities in its monitoring on the settlement of the amount owing by FHSB.
    (II) PUBLIC REPRIMAND AND A TOTAL FINES OF RM340,000 IMPOSED ON NINE DIRECTORS

    The directors were or should be aware of the Related Party Transactions as the interested directors had declared their interests and abstained from the deliberation and voting of the Related Party Transactions at the Board of Directors’ meetings on 25 August 2007, 21 February 2009 and 21 April 2009. However, they had failed to ensure compliance with the RPT Requirements. In addition, the directors were alerted on various occasions as to the Related Party Transactions via the review and approval by them of the disclosures in the financial statements. Notwithstanding these, they had failed to ensure compliance of the RPT Requirements.
    It was apparent from the conduct of the directors that they had been blatantly neglectful / lackadaisical in ensuring compliance with the RPT Requirements.

    A higher fine was imposed on all the interested directors i.e. Tan Sri Dato’ Seri Lim Gait Tong, Puan Sri Datin Seri Chin Chew Lin, Dato’ Haji Mohd. Iqbal Bin Kuppa Pitchai Rawther, Lim Yat Koi @ Lim Yoke Kwai and Ng Bock Tye by virtue of their interest in FHSB as a shareholder and/or director and had benefited from the Related Party Transactions which resulted in the delay in / extensions of time towards repayment of the amount owed by FHSB to FARLIM.

    The audit committee was also fined as they had the function to review any related party transactions under the LR and had the responsibility to ensure the proper discharge of the company’s obligations under the LR in approving / accepting the repayment proposals

    MNRB - Changes in Sub. S-hldr's Int. (29B) - AMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameMNRB HOLDINGS BERHAD  
    Stock Name MNRB  
    Date Announced30 Jul 2013  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoMH-130730-53517

    Particulars of substantial Securities Holder

    NameAMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA
    AddressTINGKAT 4, BALAI PNB
    201-A, JALAN TUN RAZAK
    50400 KUALA LUMPUR
    NRIC/Passport No/Company No.766894-T
    Nationality/Country of incorporationMALAYSIAN
    Descriptions (Class & nominal value)ORDINARY SHARES OF RM1.00 EACH
    Name & address of registered holderAMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA
    TINGKAT 4, BALAI PNB
    201-A, JALAN TUN RAZAK
    50400 KUALA LUMPUR

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Disposed24/07/2013
    70,200
     

    Circumstances by reason of which change has occurredSALE OF SHARES
    Nature of interestDIRECT
    Direct (units)99,467,100 
    Direct (%)46.68 
    Indirect/deemed interest (units) 
    Indirect/deemed interest (%) 
    Total no of securities after change99,467,100
    Date of notice24/07/2013


    MNRB - Changes in Sub. S-hldr's Int. (29B) - AMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameMNRB HOLDINGS BERHAD  
    Stock Name MNRB  
    Date Announced30 Jul 2013  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoMH-130730-53300

    Particulars of substantial Securities Holder

    NameAMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA
    AddressTINGKAT 4, BALAI PNB
    201-A, JALAN TUN RAZAK
    50400 KUALA LUMPUR
    NRIC/Passport No/Company No.766894-T
    Nationality/Country of incorporationMALAYSIAN
    Descriptions (Class & nominal value)ORDINARY SHARES OF RM1.00 EACH
    Name & address of registered holderAMANAHRAYA TRUSTEES BERHAD - SKIM AMANAH SAHAM BUMIPUTERA
    TINGKAT 4, BALAI PNB
    201-A, JALAN TUN RAZAK
    50400 KUALA LUMPUR

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Disposed23/07/2013
    67,000
     

    Circumstances by reason of which change has occurredSALE OF SHARES
    Nature of interestDIRECT
    Direct (units)99,537,300 
    Direct (%)46.72 
    Indirect/deemed interest (units) 
    Indirect/deemed interest (%) 
    Total no of securities after change99,537,300
    Date of notice23/07/2013


    YTLPOWR - OTHERS NEW SUBSIDIARY

    Announcement Type: General Announcement
    Company NameYTL POWER INTERNATIONAL BHD  
    Stock Name YTLPOWR  
    Date Announced30 Jul 2013  
    CategoryGeneral Announcement
    Reference NoYP-130730-50378

    TypeAnnouncement
    SubjectOTHERS
    DescriptionNEW SUBSIDIARY
    Pursuant to Paragraph 9.19(23) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, YTL Power International Berhad (“Company” or “YTL Power”) wishes to announce that it has acquired/subscribed for 70 ordinary shares, representing 70% of the issued and paid-up share capital of SIPP Power Sdn Bhd (“SIPP Power”) at par value of RM1.00 per share (the “Acquisition”). As a result of the Acquisition, SIPP Power has become a subsidiary of the Company.
    SIPP Power was incorporated on 9 July 2013 and presently has an authorized share capital of RM400,000 comprising 400,000 ordinary shares of RM1.00 each, and an issued and paid-up share capital of RM100.00 comprising 100 ordinary shares of RM1.00 each. SIPP Power will be principally involved in developing, constructing, completing, maintaining and operating power plants.

    The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of the YTL Power group for the current financial year. None of the Directors or major shareholders of the Company or persons connected with them has any interest, direct or indirect in the Acquisition.


    GTRONIC - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

    Announcement Type: General Announcement
    Company NameGLOBETRONICS TECHNOLOGY BERHAD  
    Stock Name GTRONIC  
    Date Announced30 Jul 2013  
    CategoryGeneral Announcement
    Reference NoCC-130730-A0EE3

    TypeAnnouncement
    SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
    DEALINGS DURING CLOSED PERIOD
    DescriptionNotification of dealings by a Principal Officer in the securities of Globetronics Technology Bhd ("GTB" or "the Company") during closed period.
    In accordance with paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Wong Boon Hooi, a Principal Officer of GTB had transacted dealings in the securities of GTB during closed period. The details as set out in the Table below.

    Name of Principal Officer : Wong Boon Hooi
    Direct Interest

    Open market disposals
    Date
    Price
    (RM per share)
    No. of shares
    disposed
    % of shares
    disposed
    29.07.2013
    2.65
    5,000
    negligible

    This announcement is dated 30 July 2013.


    GTRONIC - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

    Announcement Type: General Announcement
    Company NameGLOBETRONICS TECHNOLOGY BERHAD  
    Stock Name GTRONIC  
    Date Announced30 Jul 2013  
    CategoryGeneral Announcement
    Reference NoCC-130730-A0D35

    TypeAnnouncement
    SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
    DEALINGS DURING CLOSED PERIOD
    DescriptionNotification of dealings by Directors in the securities of Globetronics Technology Bhd ("GTB" or "the Company") during closed period.
    In accordance with paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Ng Kweng Chong and Ng Kok Khuan, the Directors of GTB had transacted dealings in the securities of GTB during closed period. The details as set out in the Tables below.

    Name of Director : Ng Kweng Chong
    Deemed Interest

    Open market purchases by Glencare Sdn Bhd
    Date
    Price
    (RM per share)
    No. of shares
    acquired
    % of shares
    acquired
    29.07.2013
    2.65
    6,000
    negligible

    Name of Director : Ng Kok Khuan

    Deemed Interest

    Open market purchases by Glencare Sdn Bhd
    Date
    Price
    (RM per share)
    No. of shares
    acquired
    % of shares
    acquired
    29.07.2013
    2.65
    6,000
    negligible

    This announcement is dated 30 July 2013.


    GTRONIC - Changes in Director's Interest (S135) - Ng Kok Khuan

    Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
    Company NameGLOBETRONICS TECHNOLOGY BERHAD  
    Stock Name GTRONIC  
    Date Announced30 Jul 2013  
    CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
    Reference NoCC-130730-A34A9

    Information Compiled By KLSE

    Particulars of Director

    NameNg Kok Khuan
    Address66B Penang Street, 10200 Penang
    Descriptions(Class & nominal value)Ordinary shares of RM0.50 each

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transaction
    Date of change
    No of securities
    Price Transacted (RM)
    Acquired
    25/07/2013
    6,000
    2.460 
    Acquired
    26/07/2013
    6,000
    2.590 
    Acquired
    29/07/2013
    6,000
    2.650 

    Circumstances by reason of which change has occurredOpen market purchases via Glencare Sdn Bhd
    Nature of interestDeemed
    Consideration (if any) 

    Total no of securities after change

    Direct (units)40,000 
    Direct (%)0.01 
    Indirect/deemed interest (units)3,135,713 
    Indirect/deemed interest (%)1.13 
    Date of notice30/07/2013


    GTRONIC - Changes in Sub. S-hldr's Int. (29B) - General Produce Agency Sdn Berhad

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameGLOBETRONICS TECHNOLOGY BERHAD  
    Stock Name GTRONIC  
    Date Announced30 Jul 2013  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoCC-130730-A3A80

    Particulars of substantial Securities Holder

    NameGeneral Produce Agency Sdn Berhad
    Address66B Penang Street, 10200 Penang
    NRIC/Passport No/Company No.1268-U
    Nationality/Country of incorporationMalaysia
    Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
    Name & address of registered holder1) General Produce Agency Sdn Berhad of 66B Penang Street, 10200 Penang
    2) Wiserite Sdn Bhd of Suite 2-1, 2nd Floor, Menara Penang Garden, 42-A Jalan Sultan Ahmad Shah, 10050 Penang
    3) Glencare Sdn Bhd of Suite 2-1, 2nd Floor, Menara Penang Garden, 42-A Jalan Sultan Ahmad Shah, 10050 Penang

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Acquired25/07/2013
    6,000
     
    Acquired26/07/2013
    6,000
     
    Acquired29/07/2013
    6,000
     

    Circumstances by reason of which change has occurredOpen market purchases via Glencare Sdn Bhd
    Nature of interestDeemed
    Direct (units)20,480,408 
    Direct (%) 
    Indirect/deemed interest (units)53,437,941 
    Indirect/deemed interest (%) 
    Total no of securities after change73,918,349
    Date of notice30/07/2013


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