June 18, 2014

Company announcements: TALIWRK, RCECAP, FITTERS

TALIWRK - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameTALIWORKS CORPORATION BERHAD  
Stock Name TALIWRK  
Date Announced18 Jun 2014  
CategoryGeneral Meetings
Reference NoCS-140612-35331

Type of MeetingAGM
IndicatorOutcome of Meeting
Date of Meeting18/06/2014
Time11:00 AM
VenueBallroom 1, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur
Outcome of Meeting

The Board of Directors of TALIWORKS wishes to announce that all resolutions as set out in the Notice of the Twenty Third Annual General Meeting ("23rd AGM") dated 27 May 2014 were duly passed at the Company's 23rd AGM held on Wednesday, 18 June 2014 at 11:00 a.m.

This announcement is dated 18 June 2014.



TALIWRK - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameTALIWORKS CORPORATION BERHAD  
Stock Name TALIWRK  
Date Announced18 Jun 2014  
CategoryChange in Boardroom
Reference NoCS-140611-66894

Date of change18/06/2014
NameY. Bhg. Dato' Hj Mohd Sinon Bin Mudakir
Age63
NationalityMalaysian
Type of changeRetirement
DesignationDirector
DirectorateIndependent & Non Executive
QualificationsY. Bhg. Dato' Hj Mohd Sinon Bin Mudakir graduated with a Bachelor of Economics (Hons) degree from University Malaya in 1974 and obtained a Master of Business Administration from University of Dallas in 1991. 
Working experience and occupation From 1974 to 1996, Y. Bhg. Dato' Hj Mohd Sinon Bin Mudakir ("Dato' Sinon") served in various government ministries including the Ministry of Entrepreneur Development, Ministry of Primary Industries and Ministry of Trade & Industry. He was also a Minister-Counsellor for the Permanent Mission of Malaysia to the United Nations, New York from 1992 to 1996.

From August 1996, Dato' Sinon served as Deputy State Secretary (Development)/Director of State Development and Economic Planning Unit of the Selangor State Government where his responsibilities and work experience included, amongst others, economic/social development planning, local authorities development, regional development, tourism and entrepreneur development.

Dato' Sinon served as the Chief Executive Officer for Perbadanan Urus Air Selangor Berhad from June 2002 to January 2005. Thereafter, he was the Deputy Secretary General (Development) of the Ministry of Works from July 2005 until May 2006. 
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 subsidiaries285,000 (Direct) 

Remarks :
Dato' Sinon also ceased as Senior Independent Non-Executive Director on 18 June 2014.


TALIWRK - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameTALIWORKS CORPORATION BERHAD  
Stock Name TALIWRK  
Date Announced18 Jun 2014  
CategoryChange in Boardroom
Reference NoCS-140611-66596

Date of change18/06/2014
NameSulaiman Bin Salleh
Age69
NationalityMalaysian
Type of changeRetirement
DesignationDirector
DirectorateIndependent & Non Executive
QualificationsEncik Sulaiman Bin Salleh qualified as an Accountant with the Association of Chartered Certified Accountants (United Kingdom) and is currently a member of the Malaysian Institute of Accountants. 
Working experience and occupation Encik Sulaiman Bin Salleh ("En. Sulaiman") was attached to Malaysia National Insurance Berhad ("MNIB") from 1972 to early 2000 during which time he has held various senior management positions, before assuming the position of Chief Executive Officer from 1996 to February 2000. Prior to joining MNIB, he was the Accountant for Kuala Lumpur Glass Manufacturing and Examiner of the Inland Revenue Department from 1969 to 1972. 
Directorship of public companies (if any)1) Amalgamated Industrial Steel Berhad
2) Malayan Banking Berhad Group
3) PTB Unit Trust 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 subsidiaries42,800 (Direct) 


TALIWRK - OTHERS Taliworks Corporation Berhad ("Taliworks" or "the Company") - Change in the compositions of Nomination Committee ("NC") and Remuneration Committee ("RC")

Announcement Type: General Announcement
Company NameTALIWORKS CORPORATION BERHAD  
Stock Name TALIWRK  
Date Announced18 Jun 2014  
CategoryGeneral Announcement
Reference NoCS-140611-59588

TypeAnnouncement
SubjectOTHERS
DescriptionTaliworks Corporation Berhad ("Taliworks" or "the Company") - Change in the compositions of Nomination Committee ("NC") and Remuneration Committee ("RC")

The Board of Directors of Taliworks wishes to inform that following the retirements of Y. Bhg. Dato' Hj Mohd Sinon Bin Mudakir ("Dato' Sinon") and Encik Sulaiman bin Salleh ("En. Sulaiman") as Directors of the Company on 18 June 2014, Dato' Sinon ceased as Chairman of the NC and RC, and En. Sulaiman ceased as a member of the NC and RC.

In replacement thereof, Y. Bhg. Tan Sri Dato' Seri Ong Ka Ting has been appointed as the Chairman of the NC and RC while Mr. Soong Chee Keong and Mr. Vijay Vijendra Sethu have been appointed as members of the NC and RC respectively.

Consequent thereto, the compositions of the NC and RC of Taliworks are as follows:-

NC

NameDesignation
Y. Bhg. Tan Sri Dato' Seri Ong Ka TingChairman, Senior Independent Non-Executive Director
Mr. Soong Chee KeongMember, Independent Non-Executive Director
Mr. Lim Chin SeanMember, Non-Independent Non-Executive Director

RC

NameDesignation
Y. Bhg. Tan Sri Dato' Seri Ong Ka TingChairman, Senior Independent Non-Executive Director
Mr. Vijay Vijendra SethuMember, Non-Independent Non-Executive Director
Mr. Lim Chin SeanMember, Non-Independent Non-Executive Director

This announcement is dated 18 June 2014.



RCECAP - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced18 Jun 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoRC-140618-62225

Date of buy back18/06/2014
Description of shares purchasedOrdinary shares of RM0.10 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)320,000
Minimum price paid for each share purchased ($$)0.320
Maximum price paid for each share purchased ($$)0.325
Total consideration paid ($$)103,142.72
Number of shares purchased retained in treasury (units)320,000
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)33,580,600
Adjusted issued capital after cancellation
(no. of shares) (units)
 
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)2.86


FITTERS - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameFITTERS DIVERSIFIED BERHAD  
Stock Name FITTERS  
Date Announced18 Jun 2014  
CategoryChange in Boardroom
Reference NoCC-140603-55625

Date of change18/06/2014
NameMohammad Nizar bin Idris
Age71
NationalityMalaysian
Type of changeRetirement
DesignationChairman
DirectorateIndependent & Non Executive
QualificationsBachelor of Law (Honours) degree, AMP (Harvard) and a member of the Malaysian Bar. 
Working experience and occupation Encik Mohamamad Nizar bin Idris started his career in the Civil Service and Judicial and Legal Service. Prior to joining the private sector, he was the Senior Federal Counsel responsible for tax and treasury matters. In 1976, he joined the Royal Dutch Shell Group. He worked in Malaysia, The Hague (Netherlands) and London. He was the first non-European to head the Legal Division of Shell International Petroleum Co. Ltd in London which dealt with the Royal Dutch Shell Group's business, investments and joint ventures for the world. Before retiring from Shell, he returned to Malaysia to assume the position of Deputy Chairman and Executive Director of Shell Companies in Malaysia and the Chairman of Shell Chemicals. He retired in 1997.

After his retirement, he served on the boards of several companies including a bank, investment bank, insurance and unit trust management companies. 
Directorship of public companies (if any)Eversendai Corporation 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 subsidiariesNIL 

Remarks :
Upon retirement of Encik Mohammad Nizar bin Idris as Director of FITTERS Diversified Berhad at the Twenty-Eighth Annual General Meeting held on 18 June 2014, he will cease as the Chairman of the Board of Directors and member of the Audit Committee.


FITTERS - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameFITTERS DIVERSIFIED BERHAD  
Stock Name FITTERS  
Date Announced18 Jun 2014  
CategoryChange in Boardroom
Reference NoCC-140603-60413

Date of change18/06/2014
NameKong Sin Seng
Age58
NationalityMalaysian
Type of changeRetirement
DesignationDirector
DirectorateIndependent & Non Executive
Qualifications(1) Bachelor of Accounting (Honours) from Kent University, England.
(2) A member of the Institute of Chartered Accountants in England & Wales. 
Working experience and occupation He started his career as an article clerk with Reeves & Neyland Chartered Accountants in the United Kingdom from 1978 to 1982 and subsequently joined Price Waterhouse in 1983. He joined Promet Berhad as Group Financial Executive in 1983 and United Detegent Industries as Financial Controller in 1986. in 1987, he was attached to Promet Petroleum Ltd in Jakarta and subsequently with the Dharmala Group, Indonesia in 1989 as Group Financial Controller. He subsequently became the Managing Director of Heavy Equipment Division and the Director of Financial Services Division. He joined FACB Berhad as the Chief Financial Officer in 1995 and in 1997 was the PA to the Chief Executive Officer of MBF Capital Berhad and as Senior Vice President in MBF Finance Berhad. Since 2000, he became the Chief Executive Officer of Goldwealth Capital Sdn Bhd as is currently the Chief Executive Officer of Widetech (M) Berhad. 
Directorship of public companies (if any)Widetech (M) 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 subsidiariesNIL 

Remarks :
Upon retirement of Mr. Kong Sin Seng as Director of FITTERS Diversified Berhad at the Twenty-Eighth Annual General Meeting held on 18 June 2014, he will cease as the Chairman and member of the Audit Committee.


FITTERS - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NameFITTERS DIVERSIFIED BERHAD  
Stock Name FITTERS  
Date Announced18 Jun 2014  
CategoryChange in Audit Committee
Reference NoCC-140603-61240

Date of change18/06/2014
NameKong Sin Seng
Age58
NationalityMalaysian
Type of changeCessation of Office
DesignationChairman of Audit Committee
DirectorateIndependent & Non Executive
Qualifications(1) Bachelor of Accounting (Honours) from Kent University, England.
(2) A member of the Institute of Chartered Accountants in England & Wales. 
Working experience and occupation He started his career as an article clerk with Reeves & Neyland Chartered Accountants in the United Kingdom from 1978 to 1982 and subsequently joined Price Waterhouse in 1983. He joined Promet Berhad as Group Financial Executive in 1983 and United Detegent Industries as Financial Controller in 1986. in 1987, he was attached to Promet Petroleum Ltd in Jakarta and subsequently with the Dharmala Group, Indonesia in 1989 as Group Financial Controller. He subsequently became the Managing Director of Heavy Equipment Division and the Director of Financial Services Division. He joined FACB Berhad as the Chief Financial Officer in 1995 and in 1997 was the PA to the Chief Executive Officer of MBF Capital Berhad and as Senior Vice President in MBF Finance Berhad. Since 2000, he became the Chief Executive Officer of Goldwealth Capital Sdn Bhd as is currently the Chief Executive Officer of Widetech (M) Berhad. 
Directorship of public companies (if any)Widetech (M) 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 subsidiariesNIL 
Composition of Audit Committee (Name and Directorate of members after change)Encik Zahedi bin Haji Mohd Zain (Independent Non-Executive Director) - Member

Remarks :
Mr. Kong Sin Seng and Encik Mohammad Nizar bin Idris will cease to be members of the Audit Committee consequent upon their retirement as Directors of the Company at the Twenty-Eighth Annual General Meeting held on 18 June 2014.



With the cessation of Mr. Kong Sin Seng and Encik Mohammad Nizar bin Idris to be members of Audit Committee, the composition of the Audit Committee has fallen below three (3) members and does not comply with Paragraph 15.09(1)(a) of the Main Market Listing Requirements.

The Board of Directors will fill the vacancy of the Audit Committee within three (3) months from 18 June 2014.


FITTERS - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NameFITTERS DIVERSIFIED BERHAD  
Stock Name FITTERS  
Date Announced18 Jun 2014  
CategoryChange in Audit Committee
Reference NoCC-140603-56959

Date of change18/06/2014
NameMohammad Nizar bin Idris
Age71
NationalityMalaysian
Type of changeCessation of Office
DesignationMember of Audit Committee
DirectorateIndependent & Non Executive
QualificationsBachelor of Law (Honours) degree, AMP (Harvard) and a member of the Malaysian Bar. 
Working experience and occupation Encik Mohamamad Nizar bin Idris started his career in the Civil Service and Judicial and Legal Service. Prior to joining the private sector, he was the Senior Federal Counsel responsible for tax and treasury matters. In 1976, he joined the Royal Dutch Shell Group. He worked in Malaysia, The Hague (Netherlands) and London. He was the first non-European to head the Legal Division of Shell International Petroleum Co. Ltd in London which dealt with the Royal Dutch Shell Group's business, investments and joint ventures for the world. Before retiring from Shell, he returned to Malaysia to assume the position of Deputy Chairman and Executive Director of Shell Companies in Malaysia and the Chairman of Shell Chemicals. He retired in 1997.

After his retirement, he served on the boards of several companies including a bank, investment bank, insurance and unit trust management companies. 
Directorship of public companies (if any)Eversendai Corporation 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 subsidiariesNIL 
Composition of Audit Committee (Name and Directorate of members after change)Encik Zahedi bin Haji Mohd Zain (Independent Non-Executive Director) - Member

Remarks :
Mr. Kong Sin Seng and Encik Mohammad Nizar bin Idris will cease to be members of the Audit Committee consequent upon their retirement as Directors of the Company at the Twenty-Eighth Annual General Meeting held on 18 June 2014.



With the cessation of Mr. Kong Sin Seng and Encik Mohammad Nizar bin Idris to be members of Audit Committee, the composition of the Audit Committee has fallen below three (3) members and does not comply with Paragraph 15.09(1)(a) of the Main Market Listing Requirements.

The Board of Directors will fill the vacancy of the Audit Committee within three (3) months from 18 June 2014.


FITTERS - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameFITTERS DIVERSIFIED BERHAD  
Stock Name FITTERS  
Date Announced18 Jun 2014  
CategoryGeneral Meetings
Reference NoCC-140603-54699

Type of MeetingAGM
IndicatorOutcome of Meeting
Date of Meeting18/06/2014
Time11:00 AM
VenueWisma FITTERS
No. 1, Jalan Tembaga SD 5/2
Bandar Sri Damansara
52200 Kuala Lumpur
Outcome of Meeting

The Board of Directors of FITTERS Diversified Berhad ("FITTERS" or "the Company") is pleased announce that except for Resolution 1 and Resolution 3, all resolutions set out in the Notice of the Twenty-Eighth Annual General Meeting ("28th AGM") dated 27 May 2014 were duly passed by the shareholders at the 28th AGM of FITTERS held on 18 June 2014.

Resolution 1 pertaining to the re-election of Mr. Kong Sin Seng as Director of FITTERS was withdrawn because prior to the 28th AGM, Mr. Kong Sin Seng had notified the Company that he was not seeking re-election at the 28th AGM.

Resolution 3 pertaining to the re-appointment of Encik Mohammad Nizar bin Idris as Director of FITTERS pursuant to Section 129(6) of the Companies Act, 1965 was also withdrawn because prior to the 28th AGM, Encik Mohammad Nizar Bin Idris had notified the Company that he was not seeking re-appointment at the 28th AGM.

This announcement is dated 18 June 2014.



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