General Announcement for PLC
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Reference No GA1-06052015-00041
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Company Name
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IRE-TEX CORPORATION BERHAD
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Stock Name
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IRETEX
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Date Announced
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06/05/2015
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TRANSACTIONS (CHAPTER 10 OF LISTING
REQUIREMENTS) RECURRENT RELATED PARTY
TRANSACTIONS
IRE-TEX CORPORATION BERHAD
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Type |
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Reply to Query
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Reply to Bursa Malaysia's Query
Letter - Reference ID
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IQL-05052015-00002
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Subject |
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TRANSACTIONS (CHAPTER 10 OF LISTING
REQUIREMENTS) RECURRENT RELATED PARTY
TRANSACTIONS |
Description
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RECURRENT RELATED PARTY TRANSACTIONS
ENTERED INTO BY ZOOMIC AUTOMATION
(M) SDN BHD, A WHOLLY OWNED
SUBSIDIARY COMPANY OF IRE-TEX
CORPORATION BERHAD WITH:-
(1) ZESTEK INTEGRATION SDN BHD ("ZI"),
AND
(2) FSP BUSINESS LINK SDN BHD ("FSP")
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Query Letter Contents
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We refer to your Company’s
announcement dated 29 April 2015, in
respect of the aforesaid matter.
In this connection, kindly furnish
Bursa Securities with the following
additional information for public
release:-
1) To provide further explanation on
how the Impaired Debts arose from
the RRPTs together with the
reconciliation of the Impaired Debts
amounts to the actual RRPTs amount.
2) To provide the basis of opinion
by the Board that the recoverability
of the Impaired Debts is of concern.
3) To explain on the relationship
between Khoo Hun Sniah and Teh Gaik
Tiang as well as the relationship
between Khaw Kheng Wooi, Teh Eng
Huat and Khoo Hun Sniah.
4) To quantify the profit after tax
of ZASB for the financial year ended
31 December 2014 after taking into
consideration the Impaired Debts of
RM5,799,404.40 and also to quantify
the profit guarantee of ZASB.
5) In view that the RRPTs are
entered into with same group of
related parties and pursuant to the
requirement of Paragraphs 10.08 and
10.12 of the Main Market Listing
Requirements, prior shareholders’
approval is required to be obtained
before the RRPTs are entered into.
In this respect, please provide the
reasons as to why IRETEX did not
procure prior shareholders’ approval
for the RRPTs.
Please furnish Bursa Securities with
your reply within one (1) market day
from the date hereof.
Yours faithfully,
HENG TECK HENG
Vice President, Issuers,
Listing Division, Regulation
IJ/TEK
Cc : Market Surveillance Dept. ,
Securities Commission (via fax)
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Further to the Company’s announcement on
29 April 2015 and Bursa Malaysia
Securities Berhad’s query on 5 May 2015,
Ire-Tex Corporation Berhad wishes to
provide the following additional
information:
1) To provide further explanation on how
the Impaired Debts arose from the RRPTs
together with the reconciliation of the
Impaired Debts amounts to the actual
RRPTs amount.
The Impaired Debts were the outstanding
balances owing by ZI and FSP as at 31
December 2014 whereas the RRPTs were
transaction for the period from 24 April
2014 (being the date on which ZASB
became a subsidiary company of ITCB) up
to the date of the announcement on 29
April 2015.
2) To provide the basis of opinion by
the Board that the recoverability of the
Impaired Debts is of concern.
The Board of ITCB formed the opinion
based on the weak financial position of
ZASB and hence it was prudent to impair
the debts.
3) To explain on the relationship
between Khoo Hun Sniah and Teh Gaik
Tiang as well as the relationship
between Khaw Kheng Wooi, Teh Eng Huat
and Khoo Hun Sniah.
Khoo Hun Sniah is a Director of ZASB and
Teh Gaik Tiang is an employee of ZASB
holding the position of Material
Manager. Teh Gaik Tiang is also the
spouse of Khoo Hun Sniah. Teh Gaik Tiang
owned 70% shareholding in ZI.
Teh Eng Huat and Khoo Hun Sniah are both
Directors of ZASB and Khaw Kheng Wooi is
an employee of ZASB holding the position
of Mechanical Engineer. Khaw Kheng Wooi
is also a Director of FSP and he owned
37% shareholding in FSP.
4) To quantify the profit after tax of
ZASB for the financial year ended 31
December 2014 after taking into
consideration the Impaired Debts of
RM5,799,404.40 and also to quantify the
profit guarantee of ZASB.
The loss after tax of ZASB for the
financial year ended 31 December 2014
after taking into consideration the
Impaired Debts of RM5,799,404.40 was
RM6,881,440.
The profit guarantee to be paid by the
Vendors amount to RM8,815,113 as set out
in Attachment 1.
5) In view that the RRPTs are entered
into with same group of related parties
and pursuant to the requirement of
Paragraphs 10.08 and 10.12 of the Main
Market Listing Requirements, prior
shareholders’ approval is required to be
obtained before the RRPTs are entered
into. In this respect, please provide
the reasons as to why IRETEX did not
procure prior shareholders’ approval for
the RRPTs.
FSP & ZI have been two major customers
of ZASB making up more than 20% of
ZASB’s sales and the relationship
commenced even before ITCB acquired ZASB.
The first deal with FSP is through sales
on 20/06/13 under invoice number ZA1773B
under ZASB account and the first deal
with ZI is through sales on 05/04/12
under invoice number ZI2117114 under
Zoomic Technology (M) Sdn Bhd’s account.
The vendors of ZASB, Teh Eng Huat and
Khoo Hun Sniah inadvertently overlooked
the existence of related parties
transactions until this was raised by
the auditors of ITCB, UHY, in the course
of audit recently.
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Please refer attachment below.
Attachments:
Attachement 1- Profit guaranteed.xlsx |
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