General Announcement for PLC
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Reference No GA1-28042015-00093
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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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29/04/2015
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TRANSACTIONS (CHAPTER 10 OF LISTING
REQUIREMENTS) : RECURRENT RELATED PARTY
TRANSACTIONS 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)
IRE-TEX CORPORATION BERHAD
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Type
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Announcement
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Subject
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TRANSACTIONS (CHAPTER 10 OF LISTING
REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
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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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1. INTRODUCTION
Pursuant to paragraph 10.09(1) of the
Main Market Listing Requirements of
Bursa Malaysia Securities Berhad (“Bursa
Securities”), the Board of Directors of
Ire-Tex Corporation Berhad (“ITCB” or
“the Company”) wishes to announce that
Zoomic Automation (M) Sdn Bhd (“ZASB”),
a wholly owned subsidiary company of
ITCB, had entered into recurrent related
party transactions in the ordinary
course of business with ZI and FSP.
2. INFORMATION ON ZASB, ZI, FSP AND
THE RECURRENT RELATED PARTY TRANSACTIONS
2.1 Information on ZASB
ZASB was incorporated in Malaysia on 20
December 2002 under the Companies Act,
1965. The authorized share capital of
ZASB is currently RM5,000,000.00 divided
into 5,000,000 ordinary shares of RM1.00
each of which RM1,000,000.00 consisting
of 1,000,000 ordinary shares of RM1.00
each have been issued and fully paid-up.
The principal activity of ZASB is
designer, manufacturer and systems
consultant for all types of industrial
machinery and automation systems.
2.2 Information on ZI
ZI was incorporated in Malaysia on 20
September 2011 under the Companies Act,
1965. The authorized share capital of ZI
is currently RM1,000,000.00 consisting
of 1,000,000 ordinary shares of RM1.00
each and the paid up capital is
RM100,000.00 consisting of 100,000
ordinary shares of RM1.00 each fully
paid-up.
The principal activity of ZI is
providing assembly services for the
electrical and electronic industries.
As at the date of this Announcement, the
Directors and Shareholders of FSP are as
follows:
Directors
- Tan Inn Huat
- Chin Peng Wai
Shareholders
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Name |
No. of shares held |
Percentage (%) |
1) |
Lim Swee Hua |
5,000 |
5 |
2) |
Chan Fung
Guan |
4,000 |
4 |
3) |
Aw Fook Lam |
4,000 |
4 |
4) |
Loke Chong
Leng |
4,000 |
4 |
5) |
Chin Peng Wai |
5,000 |
5 |
6) |
Ooi Shu Rhui |
4,000 |
4 |
7) |
Teh Gaik
Tiang |
70,000 |
70 |
8) |
Tan Chee
Keong |
4,000 |
4 |
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Total |
100,000 |
100 |
2.3 Information on FSP
FSP was incorporated in Malaysia on 27
August 2012 under the Companies Act,
1965. The authorized share capital of
FSP is currently RM1,000,000.00
consisting of 1,000,000 ordinary shares
of RM1.00 each the paid up capital is
RM1,000,000.00 consisting of 1,000,000
ordinary shares of RM1.00 each fully
paid-up.
FSP is principally engaged as
assemblers, maintainers and dealers in
electronics components.
As at the date of this Announcement, the
Directors and Shareholders of FSP are as
follows:
Directors
- Foong Cheng Kong
- Khaw Kheng Wooi
- Toshihiko Nakano
Shareholders
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Name |
No. of shares held |
Percentage (%) |
1) |
Lim Swee Hua |
30,000 |
3.0 |
2) |
Ideomix Co.
Ltd. |
204,000 |
20.4 |
3) |
Khaw Kheng
Wooi |
370,000 |
37.0 |
4) |
Toshihiko
Nakano |
96,000 |
9.6 |
5) |
Foong Cheng
Kong |
300,000 |
30.0 |
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Total |
1,000,000 |
100.0 |
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2.4 Details of the recurrent related
party transactions
The recurrent related party transactions
for the period from 24 April 2014 (being
the date on which ZASB became a
subsidiary company of ITCB) up to date
comprised of the following:-
(a) Sales of automated equipment, parts
and machineries by ZASB to ZI amounting
to a total of RM987,864.03 (“RRPT 1”),
(b) Purchases of assembly solution on
automation machinery and conveyor by
ZASB from ZI amounting to a total of
RM1,975,360.00 (“RRPT 2”),
(c) Advance payments made by ZASB to ZI
amounting to RM285,000.00 (“RRPT 3”),
and
(d) Sales of manufactured light-emitting
diode (LED) tube and automation
machinery by ZASB to FSP amounting to a
total of RM2,260,960.51 (“RRPT 4”).
(hereinafter collectively referred to as
the “RRPTs”)
The transactions comprising the RRPTs
are set out in the attached Table 1.
2.5 Rationale for the RRPTs
The sales transactions in RRPT 1 and
RRPT 4 were sales carried out in the
normal course of business of ZASB and
were based on normal commercial terms
consistent with ZASB’s usual business
practices and policies.
The purchases transactions in RRPT 2
were purchases of assembly solution on
automation machinery and conveyor
carried out in the normal course of
business of ZASB and were based on
normal commercial terms. The purchases
were made from ZI because of ZI’s
expertise in auto conveyor system and
bulk components handling automation in
areas such as glove and packaging
industries.
The advance payments made in RRPT 3 were
progress payment for research and
development projects for glove
automation machines.
3. FINANCIAL EFFECTS OF THE RRPTs
The RRPTs do not have any effect on the
issued and paid-up share capital of ITCB
or the shareholdings of its substantial
shareholders.
ITCB Group has impaired amounts of
RM2,886,230.00 and RM2,913,174.40 due
from ZI and FSP respectively arising
from RRPT 1, RRPT 3 and RRPT 4 in its
financial statements for the year ended
31 December 2014 due to concerns over
the recoverability of the said debts.
However, the impairment of the said
debts totaling RM5,799,404.40 (“Impaired
Debts”) is fully covered by the profit
guarantee provided by two of the
Directors of ZASB, namely Teh Eng Huat
and Khoo Hun Sniah (“Vendors”), arising
from the Vendors’ sale of their shares
in ZASB to ITCB in 2014. The Vendors
have confirmed in writing that the
accounts of ZASB for the financial year
ended 31 December 2014, which included
the Impaired Debts, are a fair, accurate
and conclusive statement of the profits
and losses of ZASB for the purposes of
the Profit After Taxation Guarantee of
ZASB provided by the Vendors.
Subject to the foregoing, the RRPTs did
not have any material effect on earnings
per share, gearing and net assets per
share of ITCB Group for the financial
year ended 31 December 2014 and is not
expected to have any material effect on
earnings per share, gearing and net
assets per share of ITCB Group for the
financial year ended 31 December 2015.
4. PERCENTAGE RATIOS
Based on ITCB’s audited consolidated
financial statements for the financial
year ended 31 December 2013 and pursuant
the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad, the
highest percentage ratio applicable to
the RRPTs are as follows:-
RRPT 1 – 1.93%
RRPT 2 – 3.86%
RRPT 3 – 0.56%
RRPT 4 – 4.42%.
5. APPROVALS REQUIRED
The RRPTs are not subject to approval of
ITCB’s shareholders or any other
government authorities.
6. INTERESTS OF DIRECTORS, MAJOR
SHAREHOLDERS AND/OR PERSONS CONNECTED TO
THEM
Lim Swee Hua, Loke Chong Leng, Ooi Shu
Rhui and Tan Chee Keong who are all
shareholders of ZI and employees of ZASB
and Teh Gaik Tiang who is a shareholder
of ZI and an employee of ZASB and also
the sister of Teh Eng Huat are all
deemed to be related parties in RRPT 1,
RRPT 2 and RRPT 3 as they are deemed to
be persons connected to Teh Eng Huat and
Khoo Hun Sniah who are Directors of ZASB.
Teh Eng Huat was also a Director of ITCB
until 25 February 2015.
Lim Swee Hua who is a shareholder of FSP
and employee of ZASB and Khaw Kheng Wooi
who is a Director and shareholder of FSP
and an employee of ZASB are both deemed
to be related parties in RRPT 4 as they
are deemed to be persons connected to
Teh Eng Huat and Khoo Hun Sniah who are
Directors of ZASB. Teh Eng Huat was also
a Director of ITCB until 25 February
2015.
Save as disclosed above, none of the
other Directors and/or Major
Shareholders of ITCB and/or persons
connected with them, have any interest,
direct or indirect, in the RRPTs.
7. TOTAL AMOUNT TRANSACTED WITH THE
RELATED PARTIES WITHIN THE PRECEDING 12
MONTHS
The transactions with ZI and FSP within
the preceding 12 months are as set out
in Table 1.
8. STATEMENT BY THE AUDIT COMMITTEE
As noted in paragraph 3 above, ITCB
Group has impaired amounts of
RM2,886,230.00 and RM2,913,174.40 due
from ZI and FSP respectively arising
from RRPT 1, RRPT 3 and RRPT 4 in its
financial statements for the year ended
31 December 2014 due to concerns over
the recoverability of the said debts.
However, the impairment of the said
debts totaling RM5,799,404.40 is fully
covered by the profit guarantee provided
by two of the Directors of ZASB, namely
Teh Eng Huat and Khoo Hun Sniah, arising
from the Vendors’ sale of their shares
in ZASB to ITCB in 2014. The Vendors
have confirmed in writing that the
accounts of ZASB for the financial year
ended 31 December 2014, which included
the Impaired Debts, are a fair, accurate
and conclusive statement of the profits
and losses of ZASB for the purposes of
the Profit After Taxation Guarantee of
ZASB provided by the Vendors.
Taking the foregoing into consideration,
the Audit Committee is of the view that
the transactions and profit guarantee by
the Vendors to cover the impairment of
the Impaired Debts are:-
- in the best interest of ITCB; and
- not detrimental to the interest of
the minority shareholders.
9. DIRECTORS' STATEMENTS
As noted in paragraph 3 above, ITCB
Group has impaired amounts of
RM2,886,230.00 and RM2,913,174.40 due
from ZI and FSP respectively arising
from RRPT 1, RRPT 3 and RRPT 4 in its
financial statements for the year ended
31 December 2014 due to concerns over
the recoverability of the said debts.
However, the impairment of the said
debts totaling RM5,799,404.40 is fully
covered by the profit guarantee provided
by two of the Directors of ZASB, namely
Teh Eng Huat and Khoo Hun Sniah, arising
from the Vendors’ sale of their shares
in ZASB to ITCB in 2014. The Vendors
have confirmed in writing that the
accounts of ZASB for the financial year
ended 31 December 2014, which included
the Impaired Debts, are a fair, accurate
and conclusive statement of the profits
and losses of ZASB for the purposes of
the Profit After Taxation Guarantee of
ZASB provided by the Vendors.
Taking the foregoing into consideration,
the Board of Directors of ITCB is of the
opinion that the RRPTs and profit
guarantee by the Vendors to cover the
impairment of the Impaired Debts are in
the best interest of ITCB Group.
This announcement is dated 29 April
2015.
Please refer attachment below.
Attachments:
Table 1.pdf
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