【WILLOW 0008 交流专区】柳谷

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独立顾问建议柳谷股东回拒董事经理的强制收购献议
Adam Aziz/theedgemarkets.com
October 17, 2017 16:29 pm MYT

（吉隆坡17日讯）Mercury证券（Mercury Securities）建议柳谷（Willowglen MSC Bhd）的股东拒绝集团董事经理黄宗秋旗下私人公司New Advent所提出的强制收购献议，并指该献议“不公平”且“不合理”。

继New Advent连同行动一致人士（persons acting in concert）在2017年9月12日增持柳谷的持股权至55%后（此前为32.08%），因而触发强制收购献议。

Mercury证券在今日的一项通知书上写道，这项每股80仙的献议不公平，因为该献购价低于柳谷的合理价值和股价。

这家独立顾问公司表示，根据现金流折现法（DCF）计算，柳谷的合理价值介于每股92仙至1.01令吉之间。

“每股80仙的献购价比柳谷合理价值还要低13.04%至20.79%。”

Mercury证券也强调，New Advent的献购价比柳谷截至2017年9月11日的5天、1个月、3个月、6个月和一年成交量加权平均价（VWAP）折价35.22%至48.01%。

此外，该献购价也比2月13日至10月6日（献议文件当日）的每日成交量加权平均价折价0.5%至53.36%。

在考量过柳谷截至2017年8月止的12个月期间的每月成交量（企于12.48%）后，Mercury证券也强调，该献购价不合理。

“股东应在这项献购截止日之后，在公开市场以当前的市价脱售柳谷的股份来套现。”

除了黄宗秋和Wong Chu Keong（行动一致人士之一）之外，柳谷董事部成员同意这名独立顾问的评估和建议，以拒绝这项在9月12日提出的强制献购献议。

根据New Advent的代表兴业投资银行研究，献购方打算维持柳谷的上市地位。

（编译：倪嫣鴽）

Subject

INDEPENDENT ADVICE CIRCULAR TO THE HOLDERS OF THE OFFER SHARES IN RELATION TO THE UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY NEW ADVENT SDN. BHD. ("OFFEROR") THROUGH RHB INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN WILLOWGLEN MSC BERHAD NOT ALREADY HELD BY OFFEROR AND THE PERSONS ACTING IN CONCERT WITH THE OFFEROR ("OFFER SHARE(S)") FOR A CASH CONSIDERATION OF RM0.80 PER OFFER SHARE ("OFFER")

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5574165

Attachments Willowglen - IAC.pdf

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柳谷获516万合约

2017年10月27日
（吉隆坡26日讯）柳谷（WILLOW，0008，主板科技股）宣布，获颁515万7000令吉合约，设计BIMS与接线板。

该公司日前向交易所报备，独资子公司Willowglen Services私人有限公司获得三星C&T公司颁发合约。

该单次合约将在10月6日开始，定于明年3月31日完成。

柳谷预计，该合约对今明财年盈利和每股净资产带来贡献。【e南洋】

Type	Announcement
Subject	OTHERS
Description	NEW CONTRACT AWARDED
The Board of Directors of Willowglen MSC Berhad (“the Company”) is pleased to announce that on 23 October 2017, the Company’s wholly-owned subsidiary, Willowglen Services Pte Ltd has been awarded a contract valued equivalent to approximately RM5,157,000 by Samsung C&T Corporation for the Lump Sum Subcontract for BIMS & Marshalling Panel Design. The commencement date of the contract is on 6 October 2017 and will be completed by 31 March 2018. The contract is expected to contribute positively to the Group’s earnings and net assets per share for the financial years ending 31 December 2017 to 2018. The contract is not renewable and the risk in respect of the contract is the normal business risks. None of the directors and / or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the new contract awarded. This announcement is dated 25 October 2017.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2017

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2017	30 Sep 2016	30 Sep 2017	30 Sep 2016
		$$'000	$$'000	$$'000	$$'000

1	Revenue	43,615	32,303	159,133	134,470
2	Profit/(loss) before tax	12,751	9,125	47,825	39,765
3	Profit/(loss) for the period	9,876	7,838	36,161	31,291
4	Profit/(loss) attributable to ordinary equity holders of the parent	9,876	7,838	36,161	31,291
5	Basic earnings/(loss) per share (Subunit)	1.98	1.57	7.26	6.28
6	Proposed/Declared dividend per share (Subunit)	1.55	1.53	6.17	6.13
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.2080		0.1970

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Type	Announcement
Subject	OTHERS
Description	NEW CONTRACT AWARDED
The Board of Directors of Willowglen MSC Berhad (“the Company”) is pleased to announce that on 13 February 2018, the Company’s wholly-owned subsidiary, Willowglen Services Pte. Ltd. has been awarded a contract valued equivalent to approximately RM9,262,000.00 by Surbana Technologies Pte. Ltd. for the Maintenance Contract Services for Lift Monitoring Devices. The commencement date of the contract is on 1 January 2018 and will be completed by 31 December 2021. The contract is expected to contribute positively to the Group’s earnings and net assets per share for the financial years ending 31 December 2018 to 2021. The contract is not renewable and the risk in respect of the contract is the normal business risks. None of the directors and / or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the new contract awarded. This announcement is dated 14 February 2018.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2017

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2017	31 Dec 2016	31 Dec 2017	31 Dec 2016
		$$'000	$$'000	$$'000	$$'000

1	Revenue	45,121	44,112	155,385	132,000
2	Profit/(loss) before tax	5,631	8,195	22,625	21,859
3	Profit/(loss) for the period	4,889	6,707	18,660	17,949
4	Profit/(loss) attributable to ordinary equity holders of the parent	4,806	6,889	18,717	18,279
5	Basic earnings/(loss) per share (Subunit)	1.97	2.83	7.69	7.51
6	Proposed/Declared dividend per share (Subunit)	0.00	2.00	0.00	2.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6100		0.5600

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Type	Announcement
Subject	OTHERS
Description	WILLOWGLEN MSC BERHAD ("WILLOWGLEN")- PROPOSED SINGLE TIER FINAL DIVIDEND OF 2.0 SEN PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017
The Board of Directors of WILLOWGLEN had resolved to recommend a Single Tier Final Dividend of 2.0 sen per ordinary share for the financial year ended 31 December 2017, subject to shareholders' approval at the forthcoming Annual General Meeting. The date of entitlement and date of payment in respect of the aforesaid Single Tier Final Dividend will be determined and announced in due course. This annoucement is dated 27 February 2018.

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Date of change	22 Jan 2018
Name	MISS CHIN SWEE MING
Age	50
Gender	Female
Nationality	Malaysia
Type of change	Appointment
Designation	Chief Operating Officer
Qualifications	Master of Business Administration and Bachelor of Science in Marketing & International Business, in Northwest Missouri State University, United States of America
Working experience and occupation	Ms. Chin began her career in year 1994. Ms. Chin started her career as a consultant with Arthur Andersen HRM Sdn. Bhd. She then spent more than 18 years in business development and marketing, project management and strategic planning with various government-linked companies and multinational corporations in various capacities. She also spent 3 years building a start-up company. Ms. Chin has wide exposures in the telecommunication, automotive and rail industries.
Directorships in public companies and listed issuers (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	Direct Interest - 5,000 units of ordinary shares

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Date of change	28 Feb 2018
Name	MR DIONG KING EWU
Age	68
Gender	Male
Nationality	Malaysia
Type of change	Retirement
Designation	Others

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Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) BONUS ISSUES
Description	WILLOWGLEN MSC BERHAD ("WILLOWGLEN" OR THE "COMPANY")PROPOSED BONUS ISSUE
On behalf of the Board of Directors of Willowglen (“Board”), Mercury Securities Sdn Bhd (“Mercury Securities”) wishes to announce that the Company proposes to undertake a proposed bonus issue of 248,000,000 new ordinary shares in the Company (“Willowglen Shares” or “Shares”) (“Bonus Shares”) on the basis of 1 Bonus Share for every 1 existing Willowglen Share held on an entitlement date to be determined later (“Entitlement Date”) (“Proposed Bonus Issue”). Please refer to the attachment for further details on the Proposed Bonus Issue. This announcement is dated 19 March 2018.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5728489

Attachments Willowglen - Proposed Bonus Issue (19 March 2018).pdf

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WILLOWGLEN MSC BERHAD

EX-date	31 May 2018
Entitlement date	04 Jun 2018
Entitlement time	05:00 PM
Entitlement subject	Final Dividend
Entitlement description	Final Single-Tier Dividend of 2 sen per ordinary share
Period of interest payment	to
Financial Year End	31 Dec 2017
Share transfer book & register of members will be	to   closed from (both dates inclusive) for the purpose of determining the entitlement
Registrar or Service Provider name, address, telephone no	SYMPHONY SHARE REGISTRARS SDN BHD Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Tel:0378490777 Fax:0378418151/52
Payment date	20 Jun 2018
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers	04 Jun 2018
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Entitlement indicator	Currency
Currency	Malaysian Ringgit (MYR)
Entitlement in Currency	0.02
Par Value (if applicable)	Malaysian Ringgit (MYR) 0.000

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2018	31 Mar 2017	31 Mar 2018	31 Mar 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	35,590	38,317	35,590	38,317
2	Profit/(loss) before tax	3,101	6,008	3,101	6,008
3	Profit/(loss) for the period	2,196	4,973	2,196	4,973
4	Profit/(loss) attributable to ordinary equity holders of the parent	2,196	4,979	2,196	4,979
5	Basic earnings/(loss) per share (Subunit)	0.90	2.05	0.90	2.05
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6100		0.6100

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WILLOWGLEN MSC BERHAD

EX-date	07 Jun 2018
Entitlement date	11 Jun 2018
Entitlement time	05:00 PM
Entitlement subject	Bonus Issue
Entitlement description	Bonus issue of 248,000,000 new ordinary shares in the Company ("Willowglen Shares" or "Shares") ("Bonus Shares") on the basis of 1 Bonus Share for every 1 existing Willowglen Share held at 5.00 p.m. on 11 June 2018 ("Entitlement Date") ("Bonus Issue")
Period of interest payment	to
Financial Year End
Share transfer book & register of members will be	to   closed from (both dates inclusive) for the purpose of determining the entitlement
Registrar or Service Provider name, address, telephone no	SYMPHONY SHARE REGISTRARS SDN BHDLevel 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel: 03-7849 0777Fax: 03-7841 8151
Payment date
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers	11 Jun 2018
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Entitlement indicator	Ratio
Ratio	1 : 1

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Type	Announcement
Subject	OTHERS
Description	Subscription of Shares in Austral Willowglen Sdn. Bhd. by Willowglen MSC Berhad ("Willowglen" or "Company")
1. INTRODUCTION The Board of Directors of Willowglen wishes to announce that the Company had on 6 June 2018, incorporated a new associate company known as Austral Willowglen Sdn. Bhd. (“Austral Willowglen”) by subscribing 30 ordinary shares fully paid in the capital of Austral Willowglen at a total cash consideration of RM30.00 (“Subscription of Shares”). 2. DETAILS OF THE PARTIES 2.1 Information on Willowglen Willowglen was incorporated on 20 May 1998 and was listed on the former MESDAQ Market on 29 April 2002.  On 3 August 2009, the Company was automatically transferred to the new ACE Market of Bursa Securities together with other companies listed on the MESDAQ Market. On 28 September 2010, the Company was transferred to the Main Market of Bursa Securities Malaysia Berhad.  The Company is principally engaged in the research, development and supply of computer-based control systems.  The issued capital of the Company is RM29,240,000 comprising 248,000,000 ordinary shares. 2.2 Information on Austral Willowglen Austral Willowglen is a private company limited by shares incorporated in Sarawak, Malaysia on 6 June 2018 under the Companies Act 2016. The initial issued capital of Austral Willowglen is RM100 comprising 100 ordinary shares. The shareholding structure of Austral Willowglen is as follows: Ordinary Shares Percentage Willowglen MSC Berhad 30 30% Marwan Jaya Bin Abdullah 35 35% Wan Halim Bin Wan Ali 35 35% The intended principal activities of Austral Willowglen are sales, distribution, implementation, maintenance and consultancy of information communication technologies, internet of things and industrial system deployment. As at the date of this announcement, the Board of Directors of Austral Willowglen are Marwan Jaya Bin Abdullah and Wan Halim Bin Wan Ali. 3. RATIONALE FOR THE SUBSCRIPTION OF SHARES The Subscription of Shares would provide the Company with an opportunity for expansion of its principal business activities in the East Malaysia’s market. 4. FINANCIAL EFFECTS The Subscription of Shares  is not expected to have any material effect on the earnings, net assets and gearing of the Company for the financial year ending 31 December 2018. 5. RISK FACTORS Austral Willowglen is subject to various business risk inherent in the information communication technologies industry including business risks and dependence on key personnel. 6. APPROVALS REQUIRED The Subscription of Shares is not subject to the approval of the shareholders nor any regulatory approval. The Subscription of Shares is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company. 7. HIGHEST PERCENTAGE RATIO APPLICABLE TO SUBSCRIPTION OF SHARES The highest percentage ratio applicable to the Subscription of Shares  pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is negligible computed based on the latest financial statements of the Company for the financial year ended 31 December 2017. 8. DIRECTORS’ AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS None of the Directors and/or major shareholders of the Company and/or persons connected to them, has any interest, direct or indirect, in the Subscription of Shares. 9. STATEMENT BY DIRECTORS The Board of Directors, having considered all aspects of the Subscription of Shares is of the view that the Subscription of Shares is in the best interest of the Company. This announcement is dated 6 June 2018.

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Type	Announcement
Subject	OTHERS
Description	NEW CONTRACT AWARDED
The Board of Directors of Willowglen MSC Berhad (“the Company”) is pleased to announce that on 21 June 2018, the Company’s wholly-owned subsidiary, Willowglen Services Pte Ltd has been awarded a contract valued equivalent to approximately RM8,624,000 by SP PowerAssets Limited for the Maintenance of 30 DMS PDM Systems and Upgrade of 22 PDM System Workstations. The commencement date of the contract is on 21 June 2018 and will be completed by 20 June 2021. The contract is expected to contribute positively to the Group’s earnings and net assets per share for the financial years ending 31 December 2018 to 2021. The contract is not renewable and the risk in respect of the contract is the normal business risks. None of the directors and / or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the new contract awarded. This announcement is dated 22 June 2018.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2018	30 Jun 2017	30 Jun 2018	30 Jun 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	31,136	34,413	66,726	72,730
2	Profit/(loss) before tax	3,554	5,141	6,655	11,149
3	Profit/(loss) for the period	2,670	4,242	4,866	9,215
4	Profit/(loss) attributable to ordinary equity holders of the parent	2,712	4,317	4,908	9,296
5	Basic earnings/(loss) per share (Subunit)	0.55	0.89	1.00	1.91
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.3000		0.6100

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Type	Announcement
Subject	OTHERS
Description	NEW CONTRACT AWARDED
The Board of Directors of Willowglen MSC Berhad (“the Company”) is pleased to announce that on 5 October 2018, the Company’s wholly-owned subsidiary, Willowglen (Malaysia) Sdn Bhd has been awarded a contract valued at RM139,361,118.98 by Syarikat Pembenaan Yeoh Tiong Lay Sdn Bhd for the Design, Construction, Supply, Installation, Completion, Testing, Commissioning and Maintenance of the Communication Systems for the Electrified Double Track From Gemas to Johor Bahru Project. The commencement date of the contract is on 5 October 2018 and will be completed by 1 April 2021. The contract is expected to contribute positively to the Group’s earnings and net assets per share for the financial years ending 31 December 2018 to 2021. The contract is not renewable and the risk in respect of the contract is the normal business risks. None of the directors and / or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the new contract awarded. This announcement is dated 5 October 2018.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2018	30 Sep 2017	30 Sep 2018	30 Sep 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	31,086	37,534	97,812	110,264
2	Profit/(loss) before tax	3,707	5,845	10,362	16,994
3	Profit/(loss) for the period	2,481	4,556	7,347	13,771
4	Profit/(loss) attributable to ordinary equity holders of the parent	2,477	4,615	7,385	13,911
5	Basic earnings/(loss) per share (Subunit)	0.52	0.95	1.52	2.86
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.3100		0.6100

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明年底完成-柳谷系统获1439万合约
http://www.chinapress.com.my/20181205/明年底完成-柳谷系统获1439万合约/

Type	Announcement
Subject	OTHERS
Description	NEW CONTRACT AWARDED
The Board of Directors of Willowglen MSC Berhad (“the Company”) is pleased to announce that on 4 December 2018, the Company’s wholly-owned subsidiary, Willowglen Services Pte Ltd has been awarded a contract valued equivalent to approximately RM14,393,000 by SP PowerAssets Limited for the Design, Supply, Install, Test and Commission the SCADA & RFID System for Existing Cable Tunnel. The commencement date of the contract is on 4 December 2018 and will be completed by 3 December 2019. The contract is expected to contribute positively to the Group’s earnings and net assets per share for the financial year ending 31 December 2019. The contract is not renewable and the risk in respect of the contract is the normal business risks. None of the directors and / or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the new contract awarded. This announcement is dated 5 December 2018.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2018	31 Dec 2017	31 Dec 2018	31 Dec 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	36,827	45,121	134,639	155,385
2	Profit/(loss) before tax	5,088	5,631	15,450	22,625
3	Profit/(loss) for the period	3,742	4,889	11,089	18,660
4	Profit/(loss) attributable to ordinary equity holders of the parent	3,723	4,806	11,108	18,717
5	Basic earnings/(loss) per share (Subunit)	0.76	0.99	2.28	3.85
6	Proposed/Declared dividend per share (Subunit)	1.00	0.00	1.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.3200		0.6100