Pursuant to Paragraph 2.0 of the Practice Note 12/2001, the Board of Directors of Kia Lim Berhad ("KLB") wishes to announce that in the course of the Group's operations, its wholly owned subsidiary,Syarikat Kia Lim Kilang Batu Bata Sdn. Bhd. ("SKL"), shall enter into recurrent related party transactions of revenue or trading nature ("Transaction") which are necessary for the Group's day-to-day operations with E.S Ng Pembinaan Perniagaan Sdn Bhd ("ESNPP"), to rent the excavator at an estimated value of RM42,000 (Ringgit Malaysia: Forty Two Thousand Only) per annum.
The Transaction entered into is in the ordinary course of business, made at arm's length, on normal commercial terms and on terms not more favorable to the related party than those generally available to the public and is not to the detriment of the minority shareholders.
As the estimated value of the Transaction falls within the ambit of the Paragraph 2.0 of the Practice Note 12/2001, that is,
(a) the consideration, value of the assets, capital outlay or costs of the Transaction is equal to or exceeds RM1million; or
(b) the percentage ratio of such Transaction is equal to or exceeds 1%,
whichever is the higher.
Thus, the Company is required to make an immediate annoucenment instead of obtaining shareholders' mandate for such Transaction.
INFORMATION ON ESNPP
ESNPP (Company No. 27425-M), a company incorporated in Malaysia on 5th May 1976 with its relevent information as follows:-
i) Authorised capital of RM 5,000,000-00 comprising of 5,000,000 ordinary shares of RM 1.00 each.
ii) Paid-up capital is RM2,500,000-00
iii) Its principal activity are sawmiling, concrete piling, transport and trading in building materials.
RATIONALE OF TRANSACTION
The Transaction entered into by the Group is intended to meet business needs at the best possible terms and to enhance the Group's ability to explore beneficial business opportunities.
EFFECTS OF TRANSACTION
1. Share capital and Substantial Shareholders' Shareholding
The Transaction is not expected to have any significant effect on the share capital and substantial shareholders' shareholding of KLB.
2. Earnings Per Share, Net Assets Per Share and Gearing
The Transaction is not expected to have any significant effect on the Earnings Per Share, Net Assets Per Share and Gearing for KLB.
DIRECTORS AND MAJOR SHAREHOLDERS' INTEREST
Save as Disclosed below, none of the Directors and substantial shareholders of KLB or any persons connected with them have any interest, direct or indirect, in such Transaction:-
Director of KLB, namely Datuk Ng Eng Sos @ Bah Chik is a director and major shareholder of ESNPP.
STATEMENT BY THE DIRECTORS
The Board, after careful deliberation, is of the opinion that the Transaction is in the best interest of KLB Group.
APPROVALS REQUIRED
This Transaction does not need any authorities' and shareholders' approval. |
