Shareholder’s Agreement between Keyline Consulting Sdn Bhd (“Keyline”) and Swees-Tech Global Pte. Ltd (“STG”)
1. INTRODUCTION
We refer to the announcement made on 17 December 2014 in relation to the Memorandum of Understanding entered into between Keyline, the subsidiary company of Chuan Huat Resources Berhad ("CHRB") and STG for a strategic alliance between the parties to design, manufacture, market and develop Fire Rated Doors and other related products and the setup of a joint-venture company to undertake the above.
The Board of Directors (“the Board”) wishes to announce that Keyline had on 28 March 2015 entered into a Shareholders’ Agreement with STG for the setup of a joint venture company vide the acquisition of 2 ordinary shares (“Acquisition”) and subscription of 74,998 ordinary shares (“Shares Subscription”) by Keyline in CH Sweestech Door Sdn Bhd (“CHSD”).
2. INFORMATION ON KEYLINE, STG AND CHSD
2.1 Keyline
Keyline was established as a private limited company on 21 October 2004 in Malaysia under the Companies Act, 1965. Keyline is principally involved in the trading and retailing of ironmongery products and the proposed supply of fire-rated doors would complement Keyline’s ironmongery products.
Keyline has an authorised share capital of RM1,000,000.00 divided into 1,000,000 ordinary shares of RM1.00 each of which 540,000 ordinary shares were issued and as fully paid-up.
2.2 STG
STG was established as a private company limited by shares on 15 May 2011 in Singapore. STG has been engaged in the manufacturing of fire rated doors, partitions and false ceiling inSingapore. It is also involved in the design, supply and installation of fire rated products to construction projects. STG’s products are certified by international service corporation TUV SUD PSB Singapore and also the Green Label by the Singapore Green Building Product Labelling Scheme. STG has planned to expand and move it’s fire-rated doors manufacturing operations toMalaysia to cope with the increasing orders.
STG has an authorised and issued share capital of SGD20,000.00 divided into 20,000 ordinary shares of SGD1.00 each.
2.3 CHSD
CHSD was established as a private limited company on 12 February 2015 in Malaysia under the Companies Act, 1965. The principal activity is to carry on the business of manufacturing and marketing of fire doors of all kinds and all parts, component and accessories relating thereto.
It has an authorised share capital of RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each of which 2 ordinary shares were issued and fully paid-up. The directors and shareholders are Dato’ Lim Khoon Heng and Mr Pan Yau Seng respectively.
3. SALIENT FEATURES OF THE SHAREHOLDERS’ AGREEMENT (“SA”)
The salient features of the SA includes, inter-alia, the following:-
a. CHSD was formed with the intention of carrying on the business of manufacturing and marketing of the fire-rated doors and accessories. The authorised and paid-up share capital of CHSD would in due course be increased to RM1,000,000.00 divided into 1,000,000 ordinary shares of RM1.00 each (“Enlarged share capital”).
b. Keyline and STG will be the registered shareholders of CHSB and will be entitled to subscribe and pay for such new shares in proportion to the respective shareholding percentage in CHSD at the time of such increase in the following percentage:-
i) Keyline - 75%
ii) STG - 25%
c. Keyline and STG will initially subscribe for 74,998 ordinary shares, and 25,000 ordinary shares respectively, representing 75% and 25% of the total issued and paid-up share capital of CHSD (“Shares Subscription 1”). Keyline will also acquire the 2 existing ordinary shares in CHSD from the existing shareholders of CHSD. Both parties will subscribe in due course for the balance 900,000 ordinary shares in CHSD in the proportion as stated in item 3b above (“Shares Subscription 2”).
d. STG will provide technical know-how and subsequent day-to-day operation of the manufacturing activities of CHSD. This will include the sale of the necessary plant and machinery to CHSD for commissioning at CHSD’s manufacturing facilities here inMalaysia.
e. Keyline will distribute and market the fire-rated doors and accessories manufactured by CHSD in Malaysia and Singapore. The market will later be expanded to include other countries in the Asean region.
4. RATIONALE
The SA will be synergistic to the building material division of the CHRB Group and is expected to contribute positively to the financial performance of the CHRB Group in the long run.
5. SOURCE OF FUNDING
The funding for the Acquisition and Shares Subscription will be from internal generated funds.
6. FINANCIAL EFFECTS
6.1 On issued and paid-up share capital
The SA will not have any effect on the issued and paid-up share capital of the Company as it does not involve any allotment or issue of new CHRB shares.
6.2 On major shareholding
The SA will not have any effect on the major shareholders’ shareholdings in CHRB as it does not involve any allotment or issue of new CHRB shares.
6.3 On earnings per share and net tangible assets per share
The SA is not expected to have any significant effect on the net tangible assets per share and earnings per share of the Company for the current financial year.
7. APPROVALS REQUIRED
The SA is not subject to the approvals of the Company’s shareholders or any relevant authorities.
8. PROSPECTS AND RISK FACTORS
There is no risk factors foresee from the SA.
9. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)
The SA does not involve any departure from the SC’s Guidelines.
10. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Save as disclosed below, none of the Directors or Major Shareholders of the Company or persons connected to them has any interest, direct or indirect in the SA.
Dato’ Lim Khoon Heng is the director and shareholder CHSD and CHRB and the director of Keyline. Mr Pan Yau Seng is the director and shareholder CHSD and Keyline.
11. STATEMENT BY DIRECTORS
The Board, having considered all aspects of the SA, is of the opinion that the Shares Subscription is in the best interest of CHRB and its shareholders.
12. ESIMATED TIMEFRAME FOR COMPLETION
The Acquisition and the Shares Subscription 1 as stated in item 3c above is expected to be completed within 30 days from the date of the execution of the SA.
13. DOCUMENTS AVAILABLE FOR INSPECTION
The Shareholders’ Agreement will be made available for shareholders’ inspection at the registered office of the Company during normal office hours from Mondays to Fridays (except public holidays) at Wisma Lim Kim Chuan Lot 50A Jalan 1/89B, 3½ mile off Jalan Sungai Besi, 57100 Kuala Lumpur for a period of three (3) months from the date of this announcement.
CHUAN HUAT RESOURCES BERHAD (“CHRB” OR THE “COMPANY”)
- Memorandum of Understanding between Keyline Consulting Sdn Bhd (“Keyline”) and Swees-Tech Global Pte. Ltd (“STG”).
We refer to the announcements made on 17 December 2014 and 31 March 2015 respectively on the above.
The Board of Directors of the Company wishes to inform that Keyline, the subsidiary of CHRB had on 14 April 2015 subscribed for 74,998 new Ordinary Shares of RM1.00 each and acquired 2 Ordinary Shares of RM1.00 each in the Joint-Venture company, CH Sweestech Door Sdn. Bhd. (“CHSD”). Keyline now holds a total of 75,000 Ordinary Shares of RM1.00 each in CHSD which represents seventy-five percent (75%) of the total issued and paid-up share capital of CHSD. Subsequent to the above, CHSD is a subsidiary of Keyline.
CHUAN HUAT RESOURCES BERHAD - PROPOSED FIRST & FINAL DIVIDEND
On 21 April, 2015, the Board of Directors of Chuan Huat Resources Berhad is pleased to propose a single tier first and final dividend of 0.565 sen (1.13%) gross per ordinary share in respect of the financial year ended 31 December 2014 subject to the approval of the shareholders at the forthcoming Annual General Meeting.
The payment date and entitlement date of the Final Dividend will be determined at a later date will be announced at a later date.
CHUAN HUAT RESOURCES BERHAD - PROPOSED FIRST & FINAL DIVIDEND
On 27 February 2017, the Board of Directors of Chuan Huat Resources Berhad is pleased to propose a single tier first and final dividend of 1.8 sen gross per ordinary share for the financial year ended 31 December 2016 subject to the approval of the shareholders at the forthcoming Annual General Meeting.
The payment date and entitlement date of the Final Dividend will be determined and announced at a later date.
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