PRESS RELEASE
FOR IMMEDIATE RELEASE
23 January 2002
Company Name:
Stock name :
Stock code :
Contact person :
Designation :
Type : |
AIC
CORPORATION BERHAD ("AIC") or ("COMPANY")
AIC
9547
Chen Heng Mun
Company Secretary
Announcement |
Subject : Recurrent Related Party Transactions Of A
Revenue Nature
Contents :
1. INTRODUCTION
Pursuant to Paragraphs
10.08 and 10.09 of the revamped KLSE Listing Requirements and paragraph 2.1 of KLSE
Practice Note No. 12/2001, we, on behalf of the Board of Directors of AIC, wish to
announce that AIC and/or its subsidiaries, namely Custom Tooling (Malaysia) Sdn Bhd
("CTM"), Custom Tooling Engineering (Malaysia) Sdn Bhd ("CTEM"),
Autovisor Plastics Sdn Bhd ("AVP"), AIC Microelectronics Sdn Bhd
("AICM") and Brimal Holdings Sdn Bhd ("BHSB"), charges rental and
management fees and conducts sales and purchase transactions with Asteria Corporation Sdn
Bhd ("ACSB"), Asteria Industries Sdn Bhd ("AIS"), Asteria
Manufacturing Sdn Bhd ("AMSB") and Asteria Electronics Sdn Bhd
("AESB"), related parties by virtue of common major shareholders, which amounts
to RM2.15 mil for the period from 1 June 2001 to 31 December 2001 (hereinafter known as
"the Transactions"). ACSB, AIS, AMSB and AESB are hereinafter known as "the
Related Parties".
2. BACKGROUND
INFORMATION
CTM, CTEM, AVP and BHSB are wholly owned subsidiaries of AIC and AIC
holds 56.25% of the equity of AICM. CTM and CTEM are involved in manufacturing and
fabrication of high precision engineering plastics and moulds whilst BHSB and AVP are
involved in the design and distribution of electronic products and manufacturing or
assembly of automotive accessories. AICM conducts research and design of integrated
circuit chips and provides system solutions.
Background information of
the Related Parties are as follows :-
2.1 ACSB
ACSB is a private limited
company incorporated in Malaysia under the Companies Act, 1965 on 27 February 1989. The
principal activities of ACSB are investment holding, provision of management services and
letting of properties.
2.2 AIS
AIS is a private limited company incorporated in Malaysia under the
Companies Act, 1965 on 13 August 1991. The principal activity of AIS is investment
holding.
2.3 AMSB
AMSB is a private limited
company incorporated in Malaysia under the Companies Act, 1965 on 12 February 1993. The
principal activities of AMSB are manufacturing and assembly of telephone and
telecommunication equipment, automobile grab handles and renting of certain factory
equipment. AMSB is wholly owned by AIS.
2.4 AESB
AESB is a private
limited company incorporated in Malaysia under the Companies Act, 1965 on 13 June 1995.
The principal activities of AESB are dealer for telecommunication equipment and the
assembly of electronic and telecommunication equipment using surface mount and other
related technology. 30% of the equity of AESB is owned by AIS.
3. DETAILS OF THE
TRANSACTIONS
Subsidiaries of AIC, namely CTM, CTEM, AVP, AICM and BHSB has sales and
purchase transactions with AMSB, AIS and AESB, related parties by virtue of having common
major shareholders as AIC. BHSB charges management fees to AIS for management services
provided whilst AIC charges rental to AIS and ACSB, another related party by virtue of
having common major shareholders. These Transactions are recurrent related party
transactions of a revenue or trading nature which are necessary for AIC Group’s
day-to-day operations.
Details of the Transactions are as follows :-
Transaction |
Vendor/Provider |
Purchaser/Recipient |
Aggregated value from 1/6/2001 to 31/12/2001
(RM’000) |
a) Sales of plastic injection moulds and
products and automotive accessories |
CTM, CTEM, AVP |
AMSB |
1,792 |
| b) Design of advanced telephony and industrial timer |
AICM |
AIS |
23 |
| c) Purchase of electronic boards for automotive parts |
AESB |
BHSB |
110 |
| d) Provision of management services |
BHSB |
AIS |
35 |
| e) Rental of office and factory space
(including charge of electricity and water costs) |
AIC |
ACSB, AIS |
195 |
| TOTAL |
|
|
2,155 |
The prices of the goods and services and other terms of the
Transactions are determined through arms length negotiations between AIC and/or its
subsidiaries and the Companies within Asteria Group and are based on the prevailing market
prices or rates (including where applicable, preferential rates or discounts accorded to a
class or classes of customers or for bulk purchases) according to their usual commercial
terms, business practices and policies or otherwise in accordance with other applicable
industry norms and the said terms are not more favourable to the related parties than
those generally available to other customers. The provision of management services and the
charge of electricity and water costs are based on recovery of actual costs and/or rates
and terms which are in line with the industry norms.
4. RATIONALE FOR THE TRANSACTIONS
AIC Group has a long-standing business relationship with the Related
Parties who are good customers of the Group and/or reliable suppliers of raw materials,
goods and services required by the Group for its business. The raw materials, goods and
services provided to and by the Related Parties are priced competitively and all
Transactions are carried out on an arms-length basis and on terms that are not more
favourable to the parties than those generally available to the public. The raw materials,
goods and services can also be obtained from the Related Parties even when short notice is
given to them in order to meet the tight orders of the Group’s customers. The close
co-operation between the AIC Group and the Related Parties has reaped mutual benefits and
has been and is expected to continue to be beneficial to the business of AIC Group. The
Transactions have contributed and are expected to contribute to AIC Group’s future
revenue and earnings.
5. FINANCIAL EFFECTS OF THE TRANSACTIONS
5.1 Share Capital
The Transactions will not have any effect on the issued and paid-up
share capital of AIC.
5.2 Net Tangible Assets ("NTA")
The Transactions are not
expected to have any material effect on the NTA of the AIC Group.
5.3 Earnings
The Transactions
are expected to contribute positively to the current and future earnings of the AIC Group
as it in the ordinary course of business.
6. APPROVALS
REQUIRED
The Transactions
do not require shareholders’ approval as the percentage ratios do not equal to or
exceed 5%. Nevertheless, pursuant to Paragraph 10.09 of the revamped KLSE Listing
Requirements, the Company intends to obtain a Shareholders’ Mandate
("Mandate") for recurrent related party transactions of a revenue nature, which
includes the Transactions, as was announced on 31 May 2001. As at the date hereof, the
Company has not yet obtained the Mandate for recurrent related party transactions but
intends to obtain the Mandate during the forthcoming Annual General Meeting.
7. DIRECTORS’
AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
Save as disclosed
below, none of the Directors and substantial shareholders of AIC and persons connected to
the Directors and substantial shareholders of AIC have any interest, direct or indirect,
in the Transactions :-
Golden Prism Sdn Bhd ("GPSB") and Nadi Mal Sdn Bhd ("NMSB") are
deemed major shareholders of AIC through Asteria Consolidated Sdn Bhd ("Asteria
Consolidated"). Their shareholdings in AIC are shown:
The details of shareholdings of Asteria Consolidated, Datuk Haji
Sarip bin Hamid, Mohamad Ariff bin Puteh and persons connected in AIC as at 31 December
2001 are set out below :
| Name |
Nationality /
Place of incorporation |
No. of ordinary shares held (DIRECT) |
% |
No. of ordinary shares held (INDIRECT) |
% |
| Asteria
Consolidated Sdn. Bhd. |
Malaysia |
15,732,166 |
23.31 |
- |
- |
| Golden Prism
Sdn. Bhd. |
Malaysia |
- |
- |
(1)
15,732,166 |
23.31 |
| Nadi Mal Sdn.
Bhd. |
Malaysia |
334,666 |
0.50 |
(1) 15,732,166 |
23.31 |
| Hakikat Seri
Sdn Bhd |
Malaysia |
- |
- |
(2) 16,066,832 |
23.81 |
| Datuk Haji
Sarip bin Hamid |
Malaysian |
280,000 |
0.41 |
(3) 15,732,166 |
23.31 |
| Maznah bte
Mohamad |
Malaysian |
46,000 |
0.07 |
(4)
16,066,832 |
23.81 |
| Mohamad Ariff
bin Puteh |
Malaysian |
12,000 |
0.02 |
- |
- |
Notes:-
(1) Deemed interest by virtue of its substantial shareholding
in Asteria Consolidated Sdn. Bhd
(2) Deemed interest by virtue of its substantial shareholding in
Nadi Mal Sdn. Bhd..
(3) Deemed interest by virtue of his substantial shareholding in
Golden Prism Sdn. Bhd..
(4) Deemed interest by virtue of her substantial shareholding in
Hakikat Seri Sdn. Bhd..
GPSB and NMSB each holds 50% in the equity of ACSB
and 44.3% of the equity of AIS, ie. both the companies are holding a total of 100% and
88.6% in the equity of ACSB and AIS respectively. Both GPSB and NMSB are deemed major
shareholders of AMSB and AESB through AIS which holds 100% and 30% in AMSB and AESB
respectively.
Datuk Haji Sarip bin Hamid is the Executive Chairman and a deemed
major shareholder of AIC through Asteria Consolidated via his substantial shareholdings in
GPSB. Datuk Haji Sarip bin Hamid has 14% direct interest in the equity of AESB. He is also
the Executive Chairman of Asteria Consolidated and a director of AESB and AIS.
Mohamad Ariff bin Puteh, an Executive Director of AIC, is deemed
interested in the Transactions as a person connected to NMSB by virtue of him being the
spouse of Puan Maznah bte Mohamad. As shown in Table 2, Puan Maznah bte Mohamad is the
major shareholder of Hakikat Seri Sdn Bhd, a major shareholder of NMSB. Puan Maznah is
also a director of ACSB, AIS, AMSB and AESB. Mohamad Ariff bin Puteh’s son, Mohamad
Azmi Mohamad Ariff, holds 12% of the equity interest of AESB.
Prof. Madya Dato’ Haji Mohd Mokhtar bin Haji Shafii, a
Non-Executive Director of AIC, holds 3.05% equity interest in AIS.
8. STATEMENT BY
DIRECTORS
The Board of
Directors of AIC, having considered all aspects of the Transactions, is of the opinion
that the Transactions are in the best interest of the AIC Group.
23 January 2002
Ref: 067 |
