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【ITRONIC 9393 交流专区】工业电子
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Announcement
Date | Financial
Year | Quarter
Number | Financial
Quarter | Revenue
(RM,000) | Profit Before
Tax (RM,000) | Net Profit
(RM,000) | Earning
Per Share (Cent) | Dividend
(Cent) | NTA (RM) | 27/11/2012 | 31/12/2012 | 3 | 30/09/2012 | 13,491 | -664 | -520 | -0.55 | 0.00 | 0.520 | 28/08/2012 | 31/12/2012 | 2 | 30/06/2012 | 9,517 | -1,324 | -1,604 | -1.70 | 0.00 | 0.530 | 23/05/2012 | 31/12/2012 | 1 | 31/03/2012 | 10,906 | -430 | -503 | -0.53 | 0.00 | 0.540 | 28/02/2012 | 31/12/2011 | 4 | 31/12/2011 | 26,435 | 4,417 | 4,087 | 4.34 | 0.00 | 0.550 | 22/11/2011 | 31/12/2011 | 3 | 30/09/2011 | 11,304 | 224 | 86 | 0.09 | 0.00 | 0.510 | 25/08/2011 | 31/12/2011 | 2 | 30/06/2011 | 14,646 | 1,389 | 1,101 | 1.17 | 0.00 | 0.510 |
公司官网:http://www.industronics.com.my/
工业电子接UMA
財经 2013年1月23日
(吉隆坡23日讯)连日股价和成交量大起的工业电子(ITRONIC,9393,主板科技股),接获大马交易所不寻常交易活动(UMA)询问。
虽然接获不寻常交易询问,但工业电子周三仍大热上扬。
该股周三大部分时间在0.595令吉价位波动,闭市前10分钟才跌至0.565令吉挂收,全天起1仙或1.8%,最高达到0.605令吉。
同时,交易量大幅度增加,以3498万7900股成为全场第四大热门股。
工业电子股价从1月10日开始走高,从0.325令吉涨至0.565令吉,两周涨约74%。在股价上涨期间,成交量明显升增。因此,交易所向其发出不寻常交易活动询问。
对异动不知情
工业电子管理层在今天傍晚时分发文告表示,在经过咨询董事与各大股东后,该公司对引起这次不寻常交易活动询问的原因毫不知情。
http://www.orientaldaily.com.my/index.php?option=com_k2&view=item&id=40084:uma&Itemid=198 本帖最后由 icy97 于 23-1-2013 10:48 PM 编辑
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发表于 28-2-2013 01:22 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
31/12/2012 |
| INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31/12/2012 | 31/12/2011 | 31/12/2012 | 31/12/2011 | $$'000 | $$'000 | $$'000 | $$'000 |
1 | Revenue | 16,765 | 26,501 | 50,678 | 59,364 | 2 | Profit/(loss) before tax | 540 | 4,410 | -1,878 | 4,118 | 3 | Profit/(loss) for the period | 583 | 4,343 | -1,373 | 3,568 | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 385 | 4,083 | -2,241 | 3,389 | 5 | Basic earnings/(loss) per share (Subunit) | 0.41 | 4.34 | -2.38 | 3.60 | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| 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 ($$) | 0.5300 | 0.5500 |
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发表于 12-3-2013 12:22 AM
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工业电子1300万 收购Moboo Digital 51%
财经新闻 财经 2013-03-13 11:21
(吉隆坡12日讯)工业电子(Itronic,9393,主板科技股)建议以1300万令吉,向Tinkly有限公司收购Moboo Digital Marketing私人有限公司的51%股权。
工业电子向马交所报备,已经与Tinkly签订买卖合约。
根据文告,Moboo Digital Marketing在2010年成立于香港,是Tinkly独资子公司,主要业务为网络行销和通讯相关的增值服务。
而Tinkly则成立于英属维尔京群岛。
工业电子将会透过内部融资收购股权,收购价是由双方达成共识订立的,当中也考虑了Moboo Digital Marketing在未来所能带来的进账。
根据文告,Moboo Digital Marketing在2012年开始已取得净利,预计在未来几年,营业额和净利可稳健增长。
收购Moboo Digital Marketing股权,让工业电子能更有效利用现金储备,在未来取得更多净利和回酬。
另外,工业电子也能借此利用前者的管理与分销网络,节省成本。[南洋网财经]
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED | The Board of Directors of INDUSTRONICS is pleased to announce that the Company has on even date entered into a share purchase agreement (“SPA”) with Tinkly Limited (“Tinkly’) for the acquisition by Industronics of 5,100 ordinary shares of HK$1.00 each in Moboo Digital Marketing Limited [Company no. 1527193] (“MB”), representing 51% of the total issued and paid up share capital of MB for a total consideration of RM13,000,000.00 (Ringgit Malaysia: Thirteen Million only). (Hereinafter referred to as “the Proposed Acquisition of MB”)
This announcement is dated 11 March 2013. |
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本帖最后由 icy97 于 13-3-2013 10:40 PM 编辑
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发表于 14-3-2013 01:06 AM
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Type | Reply to query | Reply to Bursa Malaysia's Query Letter - Reference ID | NM-130312-37694 | Subject | PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION") | Query Letter Contents | We refer to your announcement dated 11 March 2013 in respect of the above
captioned matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release :-
1) The net assets and net profits of Moboo Digital Marketing Limited ("MB"),
based on its latest audited accounts for the financial period ended 31 December
2011.
2) The type of products marketed by MB, and its website address.
3) Particulars of all contingent liabilities and guarantees to be assumed by
Industronics Bhd, arising from the Proposed Acquisition.
4) The names of all directors and shareholders of Tinkly Limited, together
with their respective direct and indirect shareholdings therein.
5) Whether the Proposed Acquisition is subject to the approval of the relevant
government authorities, and the estimated time frame for submission of the
application to the relevant authorities.
6) Whether there was any due diligence done on MB. If so, the name of the
party who performed the due diligence and details of the material findings
arising therefrom.
7) The conditions precedent to the completion of the Proposed Acquisition.
Kindly furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
TAN YEW ENG
Head, Issuers
Listing Division, Regulation
| We refer to the query letter dated 12 March 2013 from Bursa Malaysia Securities Berhad ("Bursa Securities") on the Proposed Acquisition announced on 11 March 2013.
The Company appends herewith the following information for public release:-
(Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcement dated 11 March 2013 in relation to the Proposed Acquisition)
1. Based on the latest audited accounts of Moboo Digital Marketing Limited ("MB") for the financial period ended 31 December 2011, MB has Net Liabilities and Net Loss of USD120,857 (approximately RM366,197) and USD120,858 (approximately RM366,200) respectively.
2. The corporate website of MB is www.mobooads.com. MB is a service provider principally engaged in the provision of internet marketing; and telecommunication & related value added services.
3. There are no contingent liabilities and guarantees to be assumed by Industronics pursuant to the Proposed Acquisition of MB.
4. The directors and shareholders of Tinkly Limited, together with their respective direct and indirect shareholdings are as below:-
Directors: | Yu Chun Toa Jonathan | Champley Reill Edward |
Shareholders | Shareholdings | Yu Chun Toa Jonathan | 5,000 (10%) | Champley Reill Edward | 45,000 (90%) |
5. The Proposed Acquisition is not subject to the approval of any government authorities.
6. Due diligence has been performed on MB in relation to the Proposed Acquisition by Mr. Raymond Yip Wai Man, a director of the Company. There were no material findings or irregularity noted on MB.
7. The condition precedent to the completion of the Proposed Acquisition is as follows:-
(a) The purchase of the Shares is conditional upon:
i. the approval of the Board of Directors of the Company in respect of acquisition by the Company of the Shares;
ii. such other consents or approvals as may be required of any governmental, regulatory body or competent authority having jurisdiction over any transaction contemplated under the SPA; and
iii. the Company being satisfied with Vendor’s Disclosure Letter and that there has been no breach of any of the representations and warranties given by the Vendor to the Company. The Disclosure Letter refers to the employment contract entered into between MB and Mr Yu Chun Toa Jonathan on 1 April 2011, to govern the terms of employment of Mr Yu Chun Toa Jonathan as the Director of MB.
(b) The Vendor and the Company shall use their respective best endeavours to ensure that the SPA becomes unconditional by the last date, i.e. 13 March 2013. If any of the Conditions Precedent is not fulfilled by the last date (save in respect of any Conditions Precedent which have been waived by the Purchaser), any Party may terminate the SPA in accordance with the provisions of SPA.
(c) The Company shall be entitled to rescind the SPA by notice in writing to the Vendor if it appears that any of the Warranties is not or was not true and accurate in all respects or if any act or event occurs which, had it occurred on or before the date of the SPA, would have constituted a breach of any of the Warranties or if there is any material breach or non-fulfilment of any of the Warranties which being capable of remedy is not remedied prior to Completion.
(d) The Parties shall co-operate with each other in good faith and use their best endeavours to procure and to facilitate the fulfilment of all the Conditions Precedent within the time prescribed in the SPA, and in particular shall furnish such information, supply such documents, execute such documents, forms, deeds and/or instruments and do all such acts and things as may be required or are appropriate to enable the Conditions Precedent to be fulfilled.
The Completion for the Proposed Acquisition of MB shall take place on 14 March 2013. The Vendor has agreed, upon Completion, to waive all monies that are due from Moboo to the Vendor. The amount so waived would be approximately but not less than USD500,000 (or its equivalent in HKD) and will be entered into the books of Moboo Company as “other income” for the financial year ending 31 December 2013.
APPROVAL OF SHAREHOLDERS
The Company also wishes to announce that it has been informed by Bursa Securities vide letter dated 12 March 2013 that the highest percentage ratio applicable to the Proposed Acquisition of MB pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 25.1% instead of 23.4% as announced on 11 March 2013. As such, the Proposed Acquisition of MB will require shareholders’ approval in a general meeting.
This announcement is dated 13 March 2013.
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发表于 14-3-2013 01:07 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION") | 1. INTRODUCTION
We refer to the announcement made on 11 March 2013 in relation to the Proposed Acquisition. Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcement dated 11 March 2013 in relation to the Proposed Acquisition.
The Company wishes to announce that the Company and Tinkly Limited have on 13 March 2013 mutually agreed that the Company will acquire 5,001 ordinary shares of HK$1.00 each, representing 50.01% of the total issued and paid up share capital of MB for a total consideration of RM12,747,647.00 (Ringgit Malaysia: Twelve Million Seven Hundred Forty Seven Thousand Six Hundred and Forty Seven only) instead of 5,100 ordinary shares of HK$1.00 each in MB for a total consideration of RM13,000,000.00 (Ringgit Malaysia: Thirteen Million only). The Company and Tinkly Limited have also mutually agreed on 13 March 2013 to vary certain provisions in the SPA to reflect the change in the number of shares in MB to be acquired by the Company and the consideration.
Before the closing of the SPA while the SPA remained conditional, the highest percentage ratio applicable to the Proposed Acquisition of MB pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is found to be 25.1%. In order to rectify the issue before the Closing, the Company has on 13 March 2013 mutually agreed with Tinkly Limited to vary certain terms of the SPA to acquire 5,001 ordinary shares in MB for a consideration of RM12,747,647.
It is agreed between the parties that the provisions of the SPA are to be amended as follows:
Current Clause | New Clause | Clause 1 – Interpretation, Definition of “Shares”
‘SHARES’ means the 5,100 ordinary shares in the Company held by the Vendor representing 51% of the issued and allotted ordinary share capital of the Company | Clause 1 – Interpretation, Definition of “Shares”
‘SHARES’ means the 5,001 ordinary shares in the Company held by the Vendor representing 50.01% of the issued and allotted ordinary share capital of the Company | Clause 3 – Purchase Consideration
3.1 The Purchase Consideration for the Shares shall be a cash consideration of Ringgit Malaysia Thirteen Million only (RM13,000,000) to be paid via two (2) separate telegraphic transfers to a bank account to be nominated by the Vendor in the following manner:
3.1.1 RM8,000,000 to be paid upon Completion of this Agreement; and
3.1.2 RM5,000,000 to be paid within fourteen (14) days from the Completion of this Agreement. | Clause 3 – Purchase Consideration
3.1 The Purchase Consideration for the Shares shall be a cash consideration of Ringgit Malaysia Twelve Million Seven Hundred Forty Seven Thousand Six Hundred Forty Seven only (RM12,747,647) to be paid via two (2) separate telegraphic transfers to a bank account to be nominated by the Vendor in the following manner:
3.1.1 RM8,000,000 to be paid upon Completion of this Agreement; and
3.1.2 RM4,747,647 to be paid within fourteen (14) days from the Completion of this Agreement. |
2. APPROVAL OF SHAREHOLDERS
The Proposed Acquisition is not subject to the approval of the Company’s shareholders as the highest percentage ratio applicable to the acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 24.62%.
3. STATEMENT BY THE BOARD OF DIRECTORSThe Board of Directors is of the view that the variation in the terms of the SPA is in the best interest of Industronics Group.
This announcement is dated 13 March 2013.
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发表于 16-3-2013 02:29 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION")
- PROPOSED DIVERSIFICATION OF THE BUSINESS OF INDUSTRONICS GROUP | We refer to the announcements made on 11 March 2013 and 13 March 2013 respectively in relation to the Proposed Acquisition.
(Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcements dated 11 March 2013 and 13 March 2013 respectively in relation to the Proposed Acquisition.)
The Company wishes to announce that the Company had on 14 March 2013 received a notification fromBursa Malaysia Securities Berhad that the Proposed Acquisition is deemed to be a diversification in operations (“Proposed Diversification”) under Paragraph 10.13 of the Main Market Listing Requirementswhereby the principal activities of the Industronics Group would be diversified to include the provision of internet marketing and telecommunication & related value added services. The future contribution of the Moboo Digital Marketing Limited to the net profits of the Industronics Group may exceed 25% of the net profit of the Industronics Group.
In view thereof, shareholders’ approval for the Proposed Diversification is required before the completion of the Proposed Acquisition pursuant to Paragraph 10.13 of the Main Market Listing Requirements.
This announcement is dated 15 March 2013.
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发表于 21-3-2013 01:56 AM
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Type | Announcement | Subject | OTHERS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- ACQUISITION OF FAMOUS (HK) LIMITED | 1. Introduction
The Board of Directors of Industronics wishes to announce that the Company had on 20 March 2013 acquired one (1) ordinary share of Hong Kong Dollar one (HK$ 1), representing 100% of the issued and paid-up share capital of Famous (HK) Limited (Company No. 1871222), for a total consideration of Hong Kong Dollar one (HK$ 1) to undertake the business of information technology and system development.
Famous (HK) Limited is currently dormant.
Following the above acquisition, Famous (HK) Limited will become a wholly-owned subsidiary of Industronics.
2. Financial Effects
The above acquisition does not have any material effects on the earnings per share, gearing and net assets per share of the Industronics Group.
3. Directors' and Major Shareholders' Interest
None of the directors and/or major shareholders of Industronics and/or persons connected to them, have any interests, direct or indirect in the above acquisition.
4. Statement of the Directors
The Board of Directors of Industronics is of the opinion that the above acquisition is in the best interest of Industronics.
This announcement is dated 20 March 2013.
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发表于 22-3-2013 02:20 AM
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icy97 发表于 12-3-2013 12:22 AM
工业电子1300万 收购Moboo Digital 51%
财经新闻 财经 2013-03-13 11:21
Type | Announcement | Subject | OTHERS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION") | We refer to the announcements made on 11 March 2013, 13 March 2013 and 15 March 2013 respectively in relation to the Proposed Acquisition.
(Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcements dated 11 March 2013, 13 March 2013 and 15 March 2013 in relation to the Proposed Acquisition.)
The Company wishes to announce that the Company and Tinkly Limited have on 21 March 2013 mutually agreed to terminate the SPA signed on 11 March 2013 for the Proposed Acquisition of MB.
The termination was mainly due to the Vendor refused to extend the completion date as the completion is expected to delay as the Proposed Acquisition is deemed to be a diversification in operations pursuant to Paragraph 10.13 of the Main Market Listing Requirements and shareholders’ approval is required.
Following the termination, the Company and Tinkly Limited shall release each other from all claims and/or demands whatsoever which they may have in respect of the other in relation to the SPA.
The Board of Directors is of the view that the termination of the SPA is in the best interest of Industronics Group.
This announcement is dated 21 March 2013.
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发表于 16-4-2013 08:51 PM
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購電子工業7.52%‧CKLY成顯著股東
大馬 2013-04-16 10:53
(吉隆坡15日訊)維京島註冊公司CKLY股票控股有限公司買入電子工業(ITRONIC,9393,主板科技組)7.52%股權,崛起成顯著股東。
根據大馬交易所資料,CKLY公司是於本月9日,在公開市場買進708萬股電子工業股票,相等於7.52%股權。電子工業本月9日交易價在59仙至60仙之間波動。
電子工業週一以58.5仙收盤,跌0.5仙。(星洲日報/財經)
Particulars of Substantial Securities HolderName | CKLY Equity Holdings Ltd. | Address | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands | NRIC/Passport No/Company No. | 1455069 | Nationality/Country of incorporation | British Virgin Islands | Descriptions (Class & nominal value) | Ordinary Shares of RM0.50 each | Name & address of registered holder | CKLY Equity Holdings Ltd.
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
Date interest acquired & no of securities acquired | Currency | Malaysian Ringgit (MYR) | Date interest acquired | 09/04/2013 | No of securities | 7,080,000 | Circumstances by reason of which Securities Holder has interest | Acquisition in open market | Nature of interest | Direct | Price Transacted ($$) |
| | Total no of securities after change | Direct (units) | 7,080,000 | Direct (%) | 7.52 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Date of notice | 12/04/2013
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本帖最后由 icy97 于 16-4-2013 10:58 PM 编辑
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发表于 26-4-2013 01:08 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- ACQUISITION OF SHARES IN SOLUTION ENGINEERING HOLDINGS BERHAD | 1. INTRODUCTION
The Board of Directors of INDUSTRONICS is pleased to announce that the Company has today acquired 54,241,900 ordinary shares of RM0.10 each in Solution Engineering Holdings Berhad (“SEHB”), a public company listed on ACE Market of the Bursa Malaysia Securities Berhad, representing 32.15% of the total issued and paid up share capital of SEHB for a total cash consideration of approximately RM10,456,699 (Ringgit Malaysia: Ten Million Four Hundred Fifty Six Thousand Six Hundred and Ninety Nine only). (Hereinafter referred to as “the Acquisition of Shares”)
2. DETAILS OF THE ACQUISITION OF SHARES
2.1 Information of SEHB
SEHB, through its subsidiaries, is engaged in the design and development of equipment for engineering education and research in Malaysia. It provides teaching equipment for chemical, mechanical, electrical and control engineering education.
SEHB has an extended track record since 1988 when its founder and present Managing Director incorporated Solution Engineering Sdn. Bhd. to provide automation solutions for process industries. SEHB Group had in 1992 ventured into the education market. Over the years, the Group has developed over 100 models of engineering education equipment to enable lecturers and students to learn about the equipment in an interactive manner. SEHB’s major customers include Kausar Corporation Sdn Bhd, the Ministry of Education, the Ministry of Human Resources, Maritime & Industrial Engineers Sdn Bhd and Winpower Corporation Sdn Bhd.
(Source: Research Report issued by research arm of a participating organisation of Bursa Malaysia Securities Berhad)
The net profit attributable to equity holder and net assets of SEHB Group based on audited financial statements for the year ended 31 December 2011 amounted to RM393,540 and RM22,210,591 respectively.
The net loss attributable to equity holder and net assets of SEHB Group based on unaudited financial statements for the year ended 31 December 2012 amounted to RM2,118,000 and RM20,098,000 respectively.
2.2 Basis of Purchase Consideration and Source of Funding
The Acquisition of Shares was funded through internally generated fund via open market purchase.
There are no liabilities, including contingent liabilities and guarantees to be assumed by Industronics arising from the Acquisition of Shares in SEHB.
3. RATIONALE FOR THE ACQUISITION OF SHARES
The Acquisition of Shares would provide an opportunity for Industronics to participate in a potential and growing industry and to better deploy a portion of Industronics’ cash reserve. Based on the audited financial statements for the year ended 31 December 2011, the cash and cash equivalents of Industronics Group as at 31 December 2011 amounted to RM31,680,417. The cash and bank balance of Industronics Group as at 31 December 2012 amounted to RM29,747,545 based on unaudited fourth quarter result.
According to the research report issued by a research arm of a participating organisation of Bursa Malaysia Securities Berhad, SEHB’s revenue and profit are expected to recover in a long run considering 10th Malaysia Plan which undertake comprehensive improvement in the education, training and lifelong learning system and SEHB being a leader among the local engineering education equipment providers.
4. PROSPECTS AND RISK FACTORS
The implementation of the 10th Malaysia Plan which undertake comprehensive improvement in the education, training and lifelong learning system in order to drive the transformation to a knowledge-based economy and, which focuses on strengthening the science and technology capability should stimulate demand for educational equipment and training solutions and therefore should augur well for the SEHB Group, being a leader among the local engineering education equipment providers.
(Source: Research Report issued by research arm of a participating organisation of Bursa Malaysia Securities Berhad)
Investment in quoted company like SEHB is exposed to share market volatility and it is difficult to determine the risks at this juncture.
5. EFFECT OF THE PROPOSED ACQUISITION OF SHARES
5.1 Share Capital and Shareholding Structure of the Major Shareholders
The Acquisition of Shares will not have any effect on the issued and paid-up share capital and shareholding structure of the major shareholders of Industronics as it does not involve any allotment or issuance of new ordinary shares of Industronics.
5.2 Net assets
The Acquisition of Shares will not have any material effect on the consolidated net assets of Industronics.
5.3 Earnings
The Acquisition of Shares will not have any material effect on the earnings of Industronics for the year ended 31 December 2013.
5.4 Gearing
The Acquisition of Shares has no effect on the gearing of Industronics.
6. APPROVAL OF SHAREHOLDERS
The Acquisition of Shares is not subject to the approval of the Company’s shareholders as the highest percentage ratio applicable to the acquisition pursuant to paragraph 10.02(g) of the Main Listing Requirement is 20.19%.
The Acquisition of Shares is not subject to the approval of government authorities.
7. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of Industronics as well as persons connected with them have any interest, direct and/or indirect in the Acquisition of Shares.
8. STATEMENT BY THE BOARD OF DIRECTORSThe Board of Directors, having considered all aspects of the Acquisition of Shares, is of the view that the Acquisition of Shares is in the best interest of Industronics Group.
This announcement is dated 24 April 2013.
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发表于 26-4-2013 11:26 AM
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工业电子砸1045万 吸购方案工程32%
财经新闻 财经 2013-04-25 20:51
(吉隆坡25日讯)工业电子(Itronic,9393,主板科技股)以1045万令吉现金,于公开市场收购方案工程(Solutn,0093,创业板)的32.15%股权。
工业电子昨日向马交所报备,以上述价格购入方案工程共5424万股,相当于32.15%股权。
值得注意的是,方案工程昨日因价量齐升而遭大马交易所发出“不寻常市场活动”(UMA)质询,惟后者已经回应不知道股价异动的原因。
尽管涉及如何大比重的股权易手,但方案工程至今日截稿前,还未向马交易所报备。
在工业电子方面,也未有交代该批股权的卖家属谁?是一整批购买还是分批购买?以及确实的交易时间为何?
根据计算,工业电子是以每股平均约19.28仙购入该批股票。该公司表示,购股款项来自内部资金。
股价续涨
方案工程的股价自昨天飙涨后,今天依然延续涨势,不过幅度小得多;闭市时,该股报23.5仙,起1仙或4.44%,成交量有525万5400股。
至于工业电子则是以59.5仙挂收,平盘,成交量有471万5100股。[南洋网财经] |
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发表于 1-5-2013 02:42 AM
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Notice of Interest Sub. S-hldr (29A)SOLUTION ENGINEERING HOLDINGS BERHAD |
Particulars of Substantial Securities HolderName | INDUSTRONICS BERHAD | Address | NO: 9 JALAN TAMING 3,
TAMAN TANMING JAYA,
43300 SERI KEMBANGAN,
SELANGOR DARUL EHSAN | NRIC/Passport No/Company No. | 23699-X | Nationality/Country of incorporation | MALAYSIA | Descriptions (Class & nominal value) | ORDINARY SHARES OF RM0.10 EACH | Name & address of registered holder | INDUSTRONICS BERHAD
NO: 9 JALAN TAMING 3,
TAMAN TANMING JAYA,
43300 SERI KEMBANGAN,
SELANGOR DARUL EHSAN |
Date interest acquired & no of securities acquired | Currency | Malaysian Ringgit (MYR) | Date interest acquired | 24/04/2013 | No of securities | 54,241,900 | Circumstances by reason of which Securities Holder has interest | ACQUISITION FROM THE OPEN MARKET | Nature of interest | DIRECT INTEREST | Price Transacted ($$) |
| | Total no of securities after change | Direct (units) | 54,241,900 | Direct (%) | 32.15 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Date of notice | 25/04/2013
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发表于 16-5-2013 08:11 PM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
DISPOSAL OF THE 100% EQUITY INTEREST IN INDUSTRONICS AUTOMATION SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF INDUSTRONICS | 1. INTRODUCTION
The Board of Directors of Industronics is pleased to announce that the Company has on 15 May 2013 entered into a Sale and Purchase of Shares Agreement (“the Agreement”) to dispose of the entire issued and paid-up share capital of Industronics Automation Sdn Bhd (Company No. 378877-V) (“Automation”), a wholly-owned subsidiary of the Company, comprising one million (1,000,000) ordinary shares of Ringgit Malaysia one (RM1.00) each (“Sale Shares”), to Teroka Solaris Sdn. Bhd. (Company No. 1042211-P) (“Teroka”) for a cash consideration of Ringgit Malaysia Twenty Thousand (RM20,000) only (the “Disposal”).
Upon completion of the Disposal, Automation will cease to be a wholly-owned subsidiary of the Company.
2. DETAILS OF AUTOMATION AND TEROKA
2.1 Information of Automation
Automation was incorporated in Malaysia under the Companies Act, 1965 (“Act”) on 6 March 1996. The authorised share capital of Automation is Ringgit Malaysia One Million (RM1,000,000) comprising one million (1,000,000) ordinary shares of RM1.00 each, all of which had been fully issued and paid up.
The principal activities of Automation are to provide consultation project management and system integration services in industrial automation.
2.2 Information of Teroka
Teroka was incorporated in Malaysia under the Act on 11 April 2013. The authorised share capital of Teroka is Ringgit Malaysia One Hundred Thousand (RM100,000) comprising one hundred thousand (100,000) ordinary shares of RM1.00 each (“Teroka Shares”) and the issued and paid up share capital is Ringgit Malaysia One Hundred (RM100.00) comprising One Hundred (100) Teroka Shares. Its principal activity is commercial trading, property dealing and investment holding.
The directors and beneficial owners of Teroka are Khalil Bin Hassan (“Khalil”) and Mohd Fadzil Bin Mokhtar (“Fadzil”).
Both Khalil and Fadzil are management officers of Automation.
3. RATIONALE FOR THE DISPOSAL
Automation had incurred losses over the past two (2) years from the financial year ended (“FYE”) 31 December 2011 to the FYE 31 December 2012 amounted to RM400,742 and RM444,418 respectively. For the period from 1 January 2013 to 31 March 2013, Automation incurred a loss of RM229,077. The Disposal will enable Industronics and its subsidiaries (“Industronics Group” or “Group”) to streamline the Group’s structure for better efficiency and relieving Industronics from incurring further losses in its investment in Automation.
4. SALIENT TERMS OF THE AGREEMENT
The salient terms of Agreement are as follows:
The purchase price for the Sale Shares of Ringgit Malaysia Twenty Thousand (RM20,000) only shall be paid by Teroka to Industronics.
In consideration of the Teroka entering into the Agreement and at the request of the Company and the completion of the Agreement with consideration of the sum of Ringgit Malaysia One (RM1.00) now paid by Teroka to the Company, the Company agreed to grant, assign, transfer and set over unto the Teroka its entire right, title and interest in and to the debt of RM1,907,064/- being the advance by the Company to Automation. Teroka shall fully take over the project “PERKHIDMATAN MEMBANGUNKAN DISASTER RECOVERY SYSTEM (DRS) BAGI SISTEM PENGESANAN BANJIR (FLOOD DETECTION SYSTEM - FDS) SMART (STORMWATER MANAGEMENT AND ROAD TUNNEL) DAN MENAIKTARAF FDS SEDIA ADA DI PUSAT KAWALAN SMART” with effect from the date of the Agreement. Teroka shall fully responsible to maintain the DRS components and problem fixing and rectification of this project during defect liability period and to indemnify and keep Industronics indemnified fully against any claims, demand, losses, costs that Industronics may suffer in relation to breach of any provision of this project.
Provided always that there shall be no breach of the existing employees of the employment contract or the applicable laws, Teroka shall retain all the existing employees of Automation. It is agreed that this warranty is valid for a period of ninety (90) days only from the date of the Agreement.
5. ORIGINAL COST OF INVESTMENT
Industronics invested in the issued and paid-up share capital of Automation at a total cost of Ringgit Malaysia One Million (RM1,000,000), details as below:
Date | No. of shares acquired/allotted | Par Value (RM) | Cumulative Cost of Investment (RM) | 20 April 1996 | 2 | 1 | 2 | 31 December 1996 | 79,998 | 1 | 80,000 | 08 January 1999 | 450,000 | 1 | 530,000 | 16 July 1999 | 70,000 | 1 | 600,000 | 01 December 1999 | 250,000 | 1 | 850,000 | 06 June 2001 | 150,000 | 1 | 1,000,000 | Total | 1,000,000 | | |
6. BASIS OF ARRIVING AT THE SALE CONSIDERATION AND UTILISATION OF SALE CONSIDERATION
The cash consideration of Ringgit Malaysia Twenty Thousand (RM20,000) is arrived at on a “willing buyer willing seller” basis, after taking into consideration the unaudited net liabilities of Automation of RM1,888,464 as at 31 March 2013 and the assignment to Teroka of the debts owing by Automation to Industronics amounting to RM1,907,064 as at 31 March 2013.
For the FYE 31 December 2011 and 31 December 2012, the audited net liabilities of Automation were RM1,214,970 and RM1,659,388, respectively.
The sale consideration will be utilised as working capital of the Industronics Group and is expected to be utilised within one month from the date of receipt.
7. ASSUMPTION OF LIABILITIES
Teroka shall assume the liabilities in Automation following the Disposal without any recourse to Industronics and shall indemnify and keep Industronics fully indemnified against any claims arising thereof, if any.
There is no corporate guarantee extended by Industronics to any creditor of Automation.
8. EFFECT OF THE DISPOSAL
8.1 Share Capital and Shareholding Structure of the Major Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the major shareholders in Industronics as it does not involve any allotment or issuance of new ordinary shares of Industronics.
The Disposal will not have any material effect on the consolidated net assets of Industronics.
The Disposal will not have any material effect on the gearing ratio of Industronics.
The Disposal will result in a gain on disposal of approximately RM1,639 to the Industronics Group for the financial year ending 31 December 2013, computed based on the unaudited financial statements of Automation for the three (3) months financial period ended 31 March 2013. The Disposal will not have any material effect on the earnings of Industronics Group for the financial year ending 31 December 2013.
9. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders or any other regulatory body. The highest percentage ratio applicable to the Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 1.29%.
10. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of Industronics as well as persons connected to them have any interest, direct and/or indirect in the Disposal.
11. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors, having considered all aspects of the Disposal, is of the view that the Disposal is in the best interest of Industronics Group.
12. ESTIMATED TIMEFRAME FOR COMPLETION
The Disposal is completed today, being the date of the Agreement and the cash consideration of RM20,000 has been received today.
13. DOCUMENTS FOR INSPECTION
A copy of the Agreement is available for inspection at Industronics’ registered office at No. 9, Jalan Taming Jaya 3, Taman Tanming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan during the normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 15 May 2013.
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发表于 23-5-2013 09:06 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
31/03/2013 |
| INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31/03/2013 | 31/03/2012 | 31/03/2013 | 31/03/2012 | $$'000 | $$'000 | $$'000 | $$'000 |
1 | Revenue | 12,874 | 10,906 | 12,874 | 10,906 | 2 | Profit/(loss) before tax | -272 | -430 | -272 | -430 | 3 | Profit/(loss) for the period | -356 | -490 | -356 | -490 | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | -507 | -503 | -507 | -503 | 5 | Basic earnings/(loss) per share (Subunit) | -0.54 | -0.53 | -0.54 | -0.53 | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.5200 | 0.5300 |
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发表于 6-6-2013 02:30 AM
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Type | Announcement | Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
ESOS | Description | INDUSTRONICS BERHAD (“IB” OR THE “COMPANY”)
PROPOSED ESTABLISHMENT OF A SHARE ISSUANCE SCHEME | On behalf of the Board of Directors of IB, TA Securities Holdings Berhad wishes to announce that the Company proposes to establish and implement a share issuance scheme of up to fifteen percent (15%) of the Company’s issued and paid-up share capital (excluding treasury shares) at any one time, for the Directors and employees of IB and its subsidiaries (excluding dormant subsidiaries) who fulfil the eligibility criteria.
This announcement is dated 5 June 2013. |
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发表于 27-6-2013 03:23 PM
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電子工業640萬售資產
大馬 2013-06-27 18:06
(吉隆坡27日訊)電子工業(ITRONIC,9393,主板科技組)分別以370萬令吉和270萬令吉,脫售雪蘭莪史里肯邦安兩塊土地聯同2個三層半店屋單位與吉隆坡1個三層半店屋單位,以套現充作營運資本。
該公司發文告表示,相關脫售計劃將為賬面帶來196萬2千796令吉和167萬1千314令吉盈餘,將用作貿易付款、薪酬支出和其他營運開銷。
在完成上述脫售計劃後,電子工業每股盈利將增長2仙,而淨資產值將從52.69仙增至56.46仙。(星洲日報/財經)
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
-DISPOSAL OF LAND WITH PROPERTY | 1. INTRODUCTION
The Board of Directors of Industronics is pleased to announce that the Company has on 25 June 2013 entered into two (2) Sale and Purchase Agreement (“the SPA”) with BSCOM (M) Sdn. Bhd. (Company No. 921589-W) (“the Purchaser”) to dispose two (2) pieces of land together with two (2) units of three and a half (3 ½) storey shop-office erected thereon at No. 39 & No. 41, Jalan Sungai Besi Indah 1/19, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan (“the Property”) to the Purchaser for a total cash consideration of Ringgit Malaysia Three Million and Seven Hundred Thousand (RM3,700,000.00) only (“the Disposal”).
2. SALIENT TERMS OF THE SPA
The salient terms of the SPA are as follows:
(i) The Company is the registered owner of the Property.
(ii) The Property is free from encumbrances and not charged to any bank or financial institution.
(iii) The Individual Title to the Property is subject to restriction-in-interest against transfer, lease and charge as follows:-
“Tanah yang diberi milik ini tidak boleh dipindah milik, dipajak atau digadai melainkan dengan kebenaran Pihak Berkuasa Negeri” (iv) Condition Precedent:-
a) The SPA is conditional upon the Company having applied, at its own cost and expense, the consent to transfer the Property to the Purchaser from the relevant State Authority within fourteen (14) days from the date of this SPA (“the State Consent”).
b) In the event the State Authority has for any reasons whatsoever refused to grant or withhold the State Consent for a period more than six (6) months from the date of the SPA (“the Consent Period”), the Consent Period shall be extended for a further period or periods as the parties may agree (“the Extension Period”). If the State Consent shall not be granted within the expiry of the Extension Period or shall be granted upon terms and conditions which are unacceptable to either party, either party may be at liberty by notice in writing to the other party to immediately terminate this SPA whereupon the Company shall forthwith refund free of interest to the Purchaser or the Purchaser’s Solicitors all monies paid by the Purchaser and thereafter this SPA shall cease to be of effect and neither party shall have any claim against each other.
c) This SPA shall become unconditional upon the Purchaser’s Solicitors receipt of the original State Consent ("the Unconditional Date").
d) The two (2) SPA is executed together (“Contiguous Property”) and it is the clear and express intention of both parties that the completion of the sale is contingent upon the successful completion of the Contiguous Property and the Company covenants to complete the disposal of the Contiguous Property simultaneously. (v) The sale consideration of RM3,700,000/- shall be settled in the following manners:-Items | Amount | Period of Payment | Earnest Deposit | RM74,000/- | Paid on 30 May 2013 to the Company’s solicitors as stakeholder | Balance Deposit | RM296,000/- | Upon execution of SPA | Balance Purchase Price | RM3,330,000/- | Within three (3) calendar months from the Unconditional Date (“Completion Date”) with an extension of one (1) calendar month with an interest rate of ten per centum (10%) per annum calculated on a daily basis from the day next following the expiry of the Completion Date until actual receipt of the full payment of the balance purchase price |
3. INFORMATION ON THE PROPERTY
The particulars of the Property are as follows:-
| Property 1 | Property 2 | Postal address | No. 39, Jalan Sungai Besi Indah 1/19, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan. | No. 41, Jalan Sungai Besi Indah 1/19, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan. | Title Particulars | H. S. (D) 192673, PT 34, Pekan Baru Sungai Besi, District of Petaling and State of Selangor. | H. S. (D) 192674, PT 35, Pekan Baru Sungai Besi, District of Petaling and State of Selangor. | Type of property | 3 ½ - storey shop-office | 3 ½ - storey shop-office | Total land area | approximately 143 square metres | approximately 143 square metres | Total built-up area | approximately 521 square metres | approximately 521 square metres | The existing used | Currently vacant | Currently vacant | Age of the Property | 12 years | 12 years | Land Tenure | Leasehold, expiring in 2091 | Leasehold, expiring in 2091 | Name of independent registered valuer | City Valuers And Consultants Sdn Bhd | City Valuers And Consultants Sdn Bhd | Date & method of valuation | 10th May 2013, Direct Comparison Method of Valuation | 10th May 2013, Direct Comparison Method of Valuation | Quantification of the market value | RM1,400,000 | RM1,400,000 | Net book value based on audited financial statements for the financial year ended 31 December 2012 | RM823,602 | RM823,602 | Encumbrance | Nil | Nil |
4. DETAILS OF THE VENDOR
The vendor, Industronics Berhad (Company No. 23669-X), is a company incorporated under the Companies Act, 1965 on 18 July 1975, with its registered office at No. 9, Jalan Tanming 3, Taman Tanming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan.The authorised share capital of Industronics is Ringgit Malaysia One Hundred Million (RM100,000,000) comprising two hundred million (200,000,000) ordinary shares of RM0.50 each of which Ringgit Malaysia Forty Seven Million Six Hundred Thirty One Thousand and Five Hundred (RM47,631,500) comprising ninety five million two hundred sixty three thousand (95,263,000) ordinary shares of RM0.50 each has been issued and fully paid-up.
Its principal activity include the design, manufacturing and installation of electronics and microprocessor controlled products, telecommunication system, audio video multimedia systems, intelligent transportation systems and information communication technology related system.
5. DETAILS OF THE PURCHASER
The Purchaser, namely BSCOM (M) Sdn. Bhd. (Company No. 921589-W) (“BSCOM”) is a company incorporated under the Companies Act, 1965 on 11 November 2010, with its business office at 32G, Jalan 18/34, Taman Sri Serdang, 43300 Seri Kembangan, Selangor Darul Ehsan.
The authorised share capital of BSCOM is Ringgit Malaysia One Hundred Thousand (RM100,000) comprising one hundred thousand (100,000) ordinary shares of RM1.00 each of which all has been issued and fully paid-up. Its principal activity is trading of mobile phones, accessories and telecommunication products.The directors and shareholders of BSCOM are Kok Pak Choon and Lock Ching Wen.
6. BASIS OF ARRIVING AT THE SALE CONSIDERATION
The total sale consideration for the Property of RM3.7 million was arrived at on a willing buyer willing seller basis after taking into consideration the prevailing market value of the Property based on recently concluded transactions in the same area and Update Certificate Valuation dated 10thMay 2013 prepared by City Valuers And Consultants Sdn Bhd.
7. PROCEEDS AND COMPLETION
The Disposal is expected to result in a gain on disposal of approximately RM1,962,796 after taking into consideration the audited net book value of the Property, real estate commission and professional fees.
The proceeds from the Disposal will be utilised for the working capital such as payment for trade and other creditors, salaries and other operating expenses of the Industronics and its subsidiaries (“Group”) and the expected timeframe for full utilisation of the said proceeds is within six (6) months from the completion date of the Disposal. The Company has not determined the proportion of the sale consideration to be used for the working capital at this juncture.Barring unforeseen circumstances, the Disposal is expected to be completed within three (3) calendar months from the Unconditional Date.
8. LIABILITIES TO BE ASSUMED BY THE PURCHASER
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.
9. ORIGINAL COST OF INVESTMENT
The Company acquired the Property in 2000 for RM850,000 each.
10. RATIONALE FOR THE DISPOSAL
The Property are previously used by the subsidiary of the Company, namely Industronics Automation Sdn Bhd, which has been disposed of and ceased to be the subsidiary of the Company in May 2013. As such, the Property is no longer required for the Group’s usage and is currently vacant. Further, the Disposal will enable the Company to unlock the value of the Property, thus enhancing the financial position of the company.
The Disposal will also enable the Company to raise proceed for its working capital requirements without incurring interest cost as opposed to bank borrowings.
11. RISKS OF THE DISPOSAL
Save for the approvals required prior to the completion, there is no other risk expected to arise from the Disposal. However, in the event the necessary approvals are not obtained within the stipulated timeframe, it may result in the SPA being terminated.
12. CASH COMPANY OR PRACTICE NOTE (“PN”) 17 COMPANY
The Disposal is not expected to result in Industronics becoming a cash company or PN17 company.
13. FINANCIAL EFFECTS OF THE DISPOSAL
13.1 Share Capital and Substantial Shareholders' Shareholdings
The Disposal is not expected to have any effect on the share capital and substantial shareholders' shareholdings in Industronics as the Disposal does not involve any issuance of new shares of the Company. 13.2 Earnings per share ("EPS")
Upon completion of the Disposal, a one-off gain of approximately RM1,962,796 will be reflected in the Company’s consolidated financial statements for the financial year ending 31 December 2013. This will in turn translate into an increase in EPS of RM0.02.13.3 Net Assets ("NA") and gearing
The Disposal and the Ademco Disposal (as defined below) are expected to have the following effects on the NA per share and gearing of the Industronics Group:
| Audited as at 31 December 2012 | After the Disposal# | After the Disposal and the Ademco Disposal*^ | NA per share (sen) | 52.69 | 54.77 | 56.46 | Gearing
(time) | 0.073 | 0.070 | 0.680 | Notes:
* The Company had, on the same day, announced that Ademco (Malaysia) Sdn Bhd, a 95%-owned subsidiary of the Company, had entered into a sale and purchase agreement to dispose a 3½-storey shop at No. 60, Jalan Manis 3, Taman Segar, 56100 Kuala Lumpur (“Ademco Disposal”).
# After taking into consideration the expected gain of approximately RM1,962,796 arising from the Disposal.
^ After taking into consideration of the Disposal and the expected gain of approximately RM1,671,314 arising from the Ademco Disposal.
14. APPROVAL REQUIRED
Save for the State Authority as disclose in item 2 (iv) (a), the Disposal does not require the approval of any government authority or Industronics’ shareholders.
Pursuant to paragraph 10.02(g) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the highest percentage ratio applicable to the transaction is 7.46%.
15. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors or major shareholders of Industronics, or persons connected to them has any interest, direct or indirect, in the Disposal.
16. STATEMENT BY THE DIRECTORS
The Board, having considered all relevant aspects of the Disposal including but not limited to the rationale and the effects of the Disposal, is of the opinion that the Disposal is in the best interest of Industronics and its shareholders.
17. DOCUMENTS FOR INSPECTION
The SPA and Update Certificate Valuation can be inspected at the registered office of Industronics at No. 9, Jalan Taming Jaya 3, Taman Tanming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan during the normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 27 June 2013.
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本帖最后由 icy97 于 27-6-2013 07:34 PM 编辑
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发表于 27-6-2013 03:27 PM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- DISPOSAL OF A 3-½ STOREY SHOP BY ADEMCO (MALAYSIA) SDN. BHD., A 95% OWNED SUBSIDIARY OF THE COMPANY | 1. INTRODUCTION
The Board of Directors of Industronics is pleased to announce that Ademco (Malaysia) Sdn. Bhd (“Ademco” or the “Vendor”), a 95%-owned subsidiary of the Company, has on 25 June 2013 entered into a Sale and Purchase Agreement (“the SPA”) with Mr. Charanjeet Singh A/L Jaswant Singh (“the Purchaser”) to dispose a 3-½ storey shop office at No. 60, Jalan Manis 3, Taman Segar, 56100 Kuala Lumpur (“the Property”) to the Purchaser for a cash consideration of Ringgit Malaysia Two Million and Seven Hundred Thousand (RM2,700,000.00) only (“Ademco Disposal”).
2. SALIENT TERMS OF THE SPA
The salient terms of the SPA are as follows:
(i) Ademco is the registered owner of the Property.
(ii) The Property is free from encumbrances and not charged to any bank or financial institution. (iii) In the event the duly stamped Memorandum of Transfer in favour of the Purchaser cannot be registered and such non-registration is not due to the fault of either party thereto and such defect cannot be rectified after all necessary steps have been taken to remedy the same, subject to the Purchaser returning or causing to return to Ademco all documents belonging to Ademco including the original issue document of title, the relevant Memorandum of Transfer and the redelivering of possession of the Property (if the Purchaser has taken possession of it), Ademco shall refund all monies received to the Purchaser within fourteen (14) days free of interest, failing which Ademco shall pay the Purchaser an interest of eight per centum (8%) per annum on the amounts outstanding whereupon this SPA shall terminate and cease to be of any further effect without prejudice to any rights of any party hereto to claims for any antecedent breach .
(iv) The sale consideration of RM2,700,000/- shall be settled in the following manners:-Items | Amount | Period of Payment | Earnest Deposit | RM54,000/- | Paid on 25 May 2013 to the Ademco’s solicitors as stakeholder | Balance Deposit | RM216,000/- | Upon execution of SPA | Balance Purchase Price | RM2,430,000/- | Within three (3) months from the date of the SPA (“Completion Date”) with an extension of up to one (1) month to pay the balance purchase price subject to the payment of interest at the rate of ten per centum (10%) per annum calculated on a day to day basis from the expiry of the Completion Date to the date of actual payment thereof |
3. INFORMATION ON THE PROPERTY
The particulars of the said Property are as follows:-
Postal address | : | No. 60, Jalan Manis 3, Taman Segar, 56100 Kuala Lumpur. | Title Particulars | : | PN 10561, Lot No: 39255, Mukim of Kuala Lumpur, Daerah of Kuala Lumpur and State of Wilayah Persekutuan KL. | Type of property | : | 3 ½ - storey shop office | Total land area | : | approximately 143 square meters | Total built-up area | : | approximately 484 square meters | The existing used | : | General office | Age of the Property | : | 35 years | Land Tenure | : | Leasehold, expiring in 2077 | Name of independent registered valuer | : | City Valuers And Consultants Sdn Bhd | Date & method of valuation | : | 10th May 2013, Direct Comparison Method of Valuation | Quantification of the market value | : | RM2,200,000 | Net book value based on audited financial statements for the financial year ended 31 December 2012 | : | RM962,686 | Encumbrance | : | Nil |
4. DETAILS OF THE VENDOR
The Vendor, Ademco, is a company incorporated under the Companies Act, 1965 on 25 September 1982, with its business office at No. 60, Jalan Manis 3, Taman Segar, 56100 Kuala Lumpur.The authorised share capital of Ademco is Ringgit Malaysia One Hundred Thousand (RM100,000) comprising one hundred thousand (100,000) ordinary shares of RM1.00 each of which Ringgit Malaysia Seven Hundred Thousand (RM700,000) comprising seven hundred thousand (700,000) ordinary shares of RM1.00 each has been issued and fully paid-up.
Its principal activity are to carry on business as installers, maintainers, repairers, dealers and suppliers including the testing and commissioning of fire, security alarms, devices apparatus of every description.
5. BASIS OF ARRIVING AT THE SALE CONSIDERATION
The sale consideration for the Property of RM2.7 million was arrived at on a willing buyer willing seller basis after taking into consideration the prevailing market value of the Property based on recently concluded transactions in the same area and Update Certificate Valuation dated 10th May 2013 prepared by City Valuers And Consultants Sdn Bhd.
6. PROCEEDS AND COMPLETION
Ademco Disposal is expected to result in a gain on disposal of approximately RM1,671,314 after taking into consideration the audited net book value of the Property, real estate commission and professional fees.
The proceeds from Ademco Disposal will be utilised for the working capital such as payment to trade and other creditors, salaries and other operating expenses of the Industronics Group and the expected timeframe for utilisation of the said proceed is within six (6) months from the date of completion of Ademco Disposal. The Company has not determined the proportion of the sale consideration to be used for the working capital at this juncture.
Barring unforeseen circumstances, Ademco Disposal is expected to be completed within three (3) months from the date of the SPA.
7. LIABILITIES TO BE ASSUMMED BY THE PURCHASER
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to Ademco Disposal.
8. ORIGINAL INVESTMENT COSTS AND DATE
Ademco acquired the Property in 1991 for RM280,000.
9. CASH COMPANY OR PRACTICE NOTE (“PN”) 17 COMPANY
Ademco Disposal is not expected to result in Industronics becoming a cash company or PN17 company.
10. RATIONALE FOR ADEMCO DISPOSAL
The Property is currently used by Ademco. Ademco Disposal will not have any operational impact to Ademco as Ademco will be moving to the head quarter office. Ademco Disposal will enable to the Company to unlock the value of the Property, thus enhance the financial position of the Company.
11. RISKS OF THE ADEMCO DISPOSAL
Other than for the general risks such as non-completion of the SPA, the Board is not aware of any risk factors arising from the Ademco Disposal.
12. FINANCIAL EFFECTS OF ADEMCO DISPOSAL
12.1 Share Capital and Substantial Shareholders' Shareholdings
Ademco Disposal is not expected to have any effect on the share capital and substantial shareholders' shareholdings in Industronics as Ademco Disposal does not involve any issuance of new shares of the Company. 12.2 Earnings per share ("EPS")
Upon completion of Ademco Disposal, a one-off gain of approximately RM1,671,314 will be reflected in the Industronics Group’s financial statements for the financial year ending 31 December 2013. This will in turn translate into an increase in EPS of RM0.02. 12.3 Net Assets ("NA") and gearing
The Disposal (as defined herein) and the Ademco Disposal are expected to have the following effects on the NA per share and gearing of the Industronics Group:
| Audited as at 31 December 2012 | After the
Disposal*# | After the Disposal and the Ademco Disposal^ | NA per share (sen) | 52.69 | 54.77 | 56.46 | Gearing
(time) | 0.073 | 0.070 | 0.680 | | | | |
Notes:
* The Company had, on the same day, announced that it has entered into sale and purchase agreements for the disposal of two (2) pieces of land together with two (2) units of three and a half (3 ½) storey shop-office erected thereon at No. 39 & No. 41, Jalan Sungai Besi Indah 1/19, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan (“Disposal”).
# After taking into consideration the expected gain of approximately RM1,962,796 arising from the Disposal.
^ After taking into consideration the Disposal and the expected gain of approximately RM1,671,314 arising from the Ademco Disposal.
13. APPROVAL REQUIRED
Ademco Disposal does not require the approval of any government authority or Industronics’ shareholders.
Pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, the highest percentage ratio applicable to the transaction is 5.17%.
14. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors or major shareholders of Industronics, or persons connected to them has any interest, direct or indirect, in Ademco Disposal.
15. STATEMENT BY THE DIRECTORS
The Board, having considered all relevant aspects of Ademco Disposal including but not limited to the rationale and the effects of Ademco Disposal, is of the opinion that Ademco Disposal is in the best interest of Industronics and its shareholders.
16. DOCUMENTS FOR INSPECTION
The SPA and Update Certificate Valuation can be inspected at the registered office of Industronics at No. 9, Jalan Taming Jaya 3, Taman Tanming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan during the normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 27 June 2013.
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发表于 28-6-2013 01:10 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- DISPOSAL OF A 3-½ STOREY SHOP BY ADEMCO (MALAYSIA) SDN. BHD., A 95% OWNED SUBSIDIARY OF THE COMPANY | Reference is made to the announcement dated 27 June 2013 in relation to the subject matter (hereinafter referred to as "the Announcement").
(Unless otherwise defined, the definitions set out in the Announcement shall apply herein.)
The Company wishes to announce that the authorised share capital of Ademco (Malaysia) Sdn. Bhd. isRinggit Malaysia One Million (RM1,000,000) comprising one million (1,000,000) ordinary shares of RM1.00 each instead of Ringgit Malaysia One Hundred Thousand (RM100,000) comprising one hundred thousand (100,000) ordinary shares of RM1.00 each.
Hence, the paragraph 4 in relation to the details of the Vendor as mentioned in the Announcement, should read as below:
4. DETAILS OF THE VENDOR
The Vendor, Ademco, is a company incorporated under the Companies Act, 1965 on 25 September 1982, with its business office at No. 60, Jalan Manis 3, Taman Segar, 56100 Kuala Lumpur.
The authorised share capital of Ademco is Ringgit Malaysia One Million (RM1,000,000) comprising one million (1,000,000) ordinary shares of RM1.00 each of which Ringgit Malaysia Seven Hundred Thousand (RM700,000) comprising seven hundred thousand (700,000) ordinary shares of RM1.00 each has been issued and fully paid-up.
Its principal activity are to carry on business as installers, maintainers, repairers, dealers and suppliers including the testing and commissioning of fire, security alarms, devices apparatus of every description.
This announcement is dated 27 June 2013.
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发表于 29-6-2013 03:03 AM
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Type | Announcement | Subject | OTHERS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- INCORPORATION OF A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY | 1. Introduction
The Board of Directors of Industronics wishes to announce that the Company had on 24 June 2013 incorporated a new wholly-owned subsidiary, Industronics Technology Limited (“ITL”), in Hong Kong with an issued and paid-up capital of Hong Kong Dollar one (HK$ 1) comprising one (1) ordinary share.
2. Information of ITL
ITL was incorporated in Hong Kong under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).The intended principal activity of ITL is to undertake the development of IT applications.
3. Financial Effects
The incorporation of ITL does not have any material effects on the earnings per share, gearing and net assets per share of the Industronics Group.
4. Directors' and Major Shareholders' Interest
None of the directors and/or major shareholders of Industronics and/or persons connected to them, have any interests, direct or indirect in the incorporation.
5. Statement of the Directors
The Board of Directors of Industronics is of the opinion that the incorporation is in the best interest of Industronics.
This announcement is dated 28 June 2013.
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发表于 2-7-2013 01:52 AM
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Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | INDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- DISPOSAL OF THE 55% EQUITY INTEREST IN ASIAN ADVERTISING (M) SDN. BHD, A SUBSIDIARY OF INDUSTRONICS | 1. INTRODUCTION
The Board of Directors of Industronics is pleased to announce that the Company has on 01 July 2013 entered into a Sale and Purchase of Shares Agreement (the “Agreement”) to dispose of the fifty five (55) percent equity interest in Asian Advertising (M) Sdn. Bhd. (Company No. 232193-M) (“AASB”), a subsidiary of the Company, comprising one hundred and sixty five thousand (165,000) ordinary shares of Ringgit Malaysia one (RM1.00) each(“Sale Shares”), to Goh Pick Ting (NRIC 670131-06-5131) (the “Purchaser”) for a cash consideration of Ringgit Malaysia One (RM1.00) only (the “Disposal”).
Upon completion of the Disposal, AASB will cease to be a subsidiary of the Company.
2. DETAILS OF AASB
AASB was incorporated in Malaysia under the Companies Act, 1965 (“Act”) on 10 January 1992. The authorised share capital of AASB is Ringgit Malaysia Three Hundred Thousand (RM300,000) comprising three hundred thousand (300,000) ordinary shares of RM1.00 each, all of which had been issued and fully paid up.AASB had been dormant since year 2011. AASB was previously involved in providing advertising services in all area of commercial advertising.
3. RATIONALE FOR THE DISPOSAL
AASB had incurred losses over the past few years and remains dormant during the financial year ended (“FYE”) 31 December 2012. Accumulated losses of AASB as at 31 December 2012 was RM2,848,174. The Disposal will enable Industronics to divest its non-performing subsidiaries and streamline its’ structure for better efficiency.
4. SALIENT TERMS OF THE AGREEMENT
The salient terms of Agreement are as follows:
(i) The purchase price for the Sale Shares of Ringgit Malaysia One (RM1.00) only shall be paid by the Purchaser to Industronics.
(ii) In consideration of the Purchaser entering into the Agreement and at the request of the Company and the completion of the Agreement with consideration of the sum of Ringgit Malaysia One (RM1.00) now paid by the Purchaser to the Company, the Company agreed to grant, assign, transfer and set over unto the Purchaser its entire right, title and interest in and to the debt of RM2,535,293.64/- being the advance by the Company to AASB as at 30 June 2013.
5. ORIGINAL COST OF INVESTMENT
Industronics invested in fifty five (55) percent of equity interest in AASB at a total cost of Ringgit Malaysia one hundred and sixty five thousand (RM165,000), details as below:
Date | No. of shares allotted/(disposed) | Par Value (RM) | Cumulative Cost of Investment (RM) | 10 February 1992 | 2 | 1.00 | 2 | 30 March 1992 | 49,998 | 1.00 | 50,000 | 16 February 1993 | 250,000 | 1.00 | 300,000 | 22 November 1993 | (135,000) | 1.00 | 165,000 | Total | 165,000 | | |
6. BASIS OF ARRIVING AT THE SALE CONSIDERATION AND UTILISATION OF SALE CONSIDERATION
The cash consideration of Ringgit Malaysia One (RM1.00) is arrived at on a “willing buyer willing seller” basis, after taking into consideration the unaudited net liabilities of AASB of RM2,535,293.64 as at 30 June 2013 and the assignment to the Purchaser of the debts owing by AASB to Industronics amounting to RM2,535,293.64 as at 30 June 2013. Industronics had made full provision for the debts owing by AASB.
For the FYE 31 December 2012, the audited net liabilities of AASB were RM2,548,174.
7. ASSUMPTION OF LIABILITIES
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.
There is no corporate guarantee extended by Industronics to any creditor of AASB.
8. EFFECT OF THE DISPOSAL
8.1 Share Capital and Shareholding Structure of the Substantial Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders in Industronics as it does not involve any allotment or issuance of new ordinary shares of Industronics.
The Disposal will not have any material effect on the consolidated net assets of Industronics.
The Disposal will not have any material effect on the gearing ratio of the Industronics Group.
The Disposal will not have any material effect on the earnings of the Industronics Group for the financial year ending 31 December 2013.
9. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders or any other regulatory body. The highest percentage ratio applicable to the Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is negligible.
10. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM
None of the Directors and/or major shareholders of Industronics as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
11. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors, having considered the rational and other aspects of the Disposal, is of the view that the Disposal is in the best interest of the Industronics Group.
12. ESTIMATED TIMEFRAME FOR COMPLETION
The Disposal is completed today, being the date of the Agreement and the cash consideration of Ringgit Malaysia One (RM1.00) has been received today.
13. DOCUMENTS FOR INSPECTION
A copy of the Agreement is available for inspection at Industronics’ registered office at No. 9, Jalan Taming Jaya 3, Taman Tanming Jaya, 43300 Seri Kembangan, Selangor Darul Ehsan during the normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 01 July 2013.
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