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楼主: icy97

【PINEAPP 0006 交流专区】旺梨资源

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 楼主| 发表于 16-6-2017 05:56 AM | 显示全部楼层
Date of change
05 Jun 2017
Name
ENCIK FAKRI BIN HJ ABDULLAH
Age
58
Gender
Male
Nationality
Malaysia
Designation
Non Executive Director
Directorate
Non Independent and Non Executive
Type of change
Resignation
Reason
Due to other work commitments,
Details of any disagreement that he/she has with the Board of Directors
No
Whether there are any matters that need to be brought to the attention of shareholders
No
Qualifications
Advanced Diploma in Business Management from Republic of Korea
Working experience and occupation
Encik Fakri is currently the Executive Chairman and Managing Director for Abdullah Corporation Sdn Bhd, a company involved in construction and construction management. He is a Vice President for the Malay Chamber of Commerce Malaysia State of Kelantan. He is also the Chairman and Vice Chairman for few NGOs in Kelantan.
Family relationship with any director and/or major shareholder of the listed issuer
None
Any conflict of interests that he/she has with the listed issuer
None
Details of any interest in the securities of the listed issuer or its subsidiaries
He directly holds 1,509,412 shares

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 楼主| 发表于 19-6-2017 04:28 AM | 显示全部楼层
Type
Announcement
Subject
OTHERS
Description
PINEAPPLE RESOURCES BERHAD ("PRB" or "the Company") Disposal by Pineapple Computer Systems Sdn Bhd (PCS), a wholly-owned subsidiary of PRB, of 77,500 ordinary shares representing 77.5% of the issued and paid-up share capital of Pineapple Computers & Accessories Sdn Bhd ("PCA") to Gema Naga 2 Sdn Bhd (55.0%), Great Eat Sdn Bhd (11.25%) and Efood Products Sdn Bhd (11.25%) for a total cash consideration of RM2,325
The Board of Directors of PRB wishes to announce that PCS, had on 12 June 2017, entered into three (3) separate  Sale of Shares Agreements for the disposal of 77,500 ordinary shares representing 77.5% of the issued and paid-up capital of PCA, at a total consideration of RM2,325.00 ("the Disposal").

Please refer to the attachment for details of the announcement..

This announcement is dated 13 June 2017.
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5459573

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 楼主| 发表于 30-8-2017 04:32 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2017
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Jun 2017
30 Jun 2016
30 Jun 2017
30 Jun 2016
$$'000
$$'000
$$'000
$$'000
1Revenue
12,595
12,512
26,723
25,012
2Profit/(loss) before tax
93
99
243
-202
3Profit/(loss) for the period
38
22
184
-287
4Profit/(loss) attributable to ordinary equity holders of the parent
38
22
184
-287
5Basic earnings/(loss) per share (Subunit)
0.08
0.05
0.38
-0.59
6Proposed/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 ($$)
0.5400
0.5300

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 楼主| 发表于 6-12-2017 02:30 AM | 显示全部楼层
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
1Revenue
13,849
12,335
40,572
37,347
2Profit/(loss) before tax
182
-273
425
-475
3Profit/(loss) for the period
54
-126
238
-413
4Profit/(loss) attributable to ordinary equity holders of the parent
54
-126
238
-413
5Basic earnings/(loss) per share (Subunit)
0.11
-0.26
0.49
-0.85
6Proposed/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 ($$)
0.5400
0.5300

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 楼主| 发表于 10-1-2018 03:56 AM | 显示全部楼层
本帖最后由 icy97 于 10-1-2018 06:14 AM 编辑

旺利资源联营进军餐饮业
巴生谷营运“泰好食”


2018年1月10日
(吉隆坡9日讯)旺利资源(PINEAPP,0006,创业板)与3家餐饮公司联营THS餐馆私人有限公司,在巴生谷营运三间“泰好食”品牌餐馆。

该公司今日向交易所报备,独资子公司Pineapple电脑系统私人有限公司(PCS)与Gema Naga 2私人有限公司(GN2)、Great Eat私人有限公司(GRE)、Efood Products私人有限公司(EFP)签署股东协议。

GN2、PCS、GRE和EFP,分别持股55%、22.5%、11.25%及11.25%。

旺利资源称,联营可让PCS进军餐饮领域,长期料贡献财务表现。

值得注意的是,旺利资源的母公司是泉发资源(CHUAN,7016,主板工业产品股)。

而泉发资源副董事经理拿督林隆兴,兼任旺利资源大股东兼董事经理,也是GRE股东,持有15%股权。【e南洋】

Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
PINEAPPLE RESOURCES BERHAD ("PRB" or "the Company") Execution of Shareholders Agreement between Pineapple Computer Systems Sdn Bhd (PCS), a wholly-owned subsidiary of PRB, and Gema Naga 2 Sdn Bhd (GN2), Great Eat Sdn Bhd (GRE) and Efood Products Sdn Bhd (EFP) for the establishment of a joint venture company (JV Arrangement) named THS Restaurants Sdn Bhd (formerly known as Pineapple Computers & Accessories Sdn Bhd) (THS) .
1. INTRODUCTION
We refer to our announcement on 13 June 2017 relating to the disposal by PCS of 77,500 ordinary shares representing 77.5% of the issued and paid-up share capital of THS to GN2 (55.0%), GRE (11.25%) and EFP (11.25%) for a total cash consideration of RM2,325.00 (“Disposal”).
The Board of Directors of PRB wishes to announce that PCS, had on 9 January 2018, entered into a Shareholders’ Agreement (“SHA”) with GN2, GRE and EFP for the establishment of a joint venture company, namely THS, and to formalise the relationship between the parties for carrying on the business as an operator of restaurants in the Klang Valley under the trade name “Thai Hou Sek”.

2. INFORMATION ON PARTIES TO THE SHA
2.1  PCS
PCS was incorporated in Malaysia on 27 September 1995. The issued and paid up capital of PCS is RM1,390,000.00 comprising 1,390,000 ordinary shares. PCS is principally involved in retailing of computers and related accessories.
2.2  GN2
GN2 was incorporated in Malaysia on 6 October 2015. The issued and paid up capital of GN2 is RM350,000.00 comprising 350,000 ordinary shares. GN2 is principally involved in food and beverage establishment in the Klang Valley.
2.3  GRE
GRE was incorporated in Malaysia on 16 June 1999. The issued and paid up capital of GRE is RM250,000.00 comprising 250,000 ordinary shares. GRE is principally involved in food and beverage business.
2.4  EFP
EFP was incorporated in Malaysia on 19 July 2016. The issued and paid up capital of EFP is RM2,000.00 comprising 2,000 ordinary shares. EFP is principally involved in trading of food and beverages.
Pursuant to Paragraph 10.08 of the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), as disclosed in section [12] of this announcement, the JV Arrangement is a related party transaction.

3.  SALIENT FEATURES OF THE SHA
The salient features of the SHA includes, inter-alia, the following:-
a.  THS was restructured with the intention of carrying on the business of an operator of restaurants in the Klang Valley under the trade name “Thai Hou Sek”. The outlets are located at
  • Acadia, Desa Park City
  • Pavilion, Kuala Lumpur
  • Mid Valley Megamall
b. GN2 will be responsible to manage, oversee, operate and run the day-to-day operations of the business outlets.
c. The share capital of THS be increased from RM100,000.00 to RM2,500,000.00 by the proportionate subscription of new ordinary shares by the parties in the following manner:-

Share-holders
               No. of Shares
Subscription
   Price Per      Share
   Paid up
Capital (RM)
       %
   Existing
   Subscription
        Total
1
     GN2
    55,000
    1,320,000
    1,375,000
    0.616

    55.00
2
     PCS
    22,500
       540,000
       562,500
    1.469

    22.50
3
     GRE
    11,250
       270,000  
       281,250
    1.469

    11.25
4
     EFP
    11,250
       270,000
       281,250
    1.469

    11.25


   100,000
     2,400,000
     2,500,000

   2,500,000
   100.00
The total subscription price for the shares subscribed by PCS is RM793,381
d.  In the event that the increase of capital agreed upon as contained in the SHA and any Shareholders that refuse or omit to subscribe to the new shares to be issued, then any of the remaining shareholders shall be entitled to subscribe to the said shares wholly or partly. The Parties agreed that the proportion of shareholdings held by each Party shall automatically be adjusted accordingly based on the aforesaid subscription.
e.  Subject always to any increase of capital, adjustment, allotment and/or transfer in accordance with the terms in the SHA, the Parties shall cause the shareholdings of the Company to be at the proportion in item c. above and cause the shareholdings to be maintained during the term of this SHA unless the change of shareholdings are a results of item d. above.
f.  Subject to matters to be decided at a general meeting attended by the shareholders of THS and any provisions of law and/or regulation, the management and supervision of THS would be vested in the Board and any delegation would be in accordance with the Constitution of the Company.

4.   SUBSCRIPTION PRICE
The subscription price of the shares were arrived at a "willing-buyer-willing-seller" basis while taking into the account of the goodwill for the usage of the trade name "THAI HOU SEK" owned by GN2.

5.   RATIONALE
The JV Arrangement will enable PCS to venture into food and beverage business which is expected to contribute positively to the financial performance of PCS in the long run.

6.  SOURCE OF FUND
PCS’s funding for the subscription of new ordinary shares in THS will be financed via internally generated funds.

7.  FINANCIAL EFFECTS
7.1 Share Capital and Major Shareholding
The JV Arrangement will not have any effect on the paid-up share capital and the major shareholders’ shareholdings in the Company.
7.2 Earnings Per Share and Net Assets Per Share
The JV Arrangement is expected to have marginal effect on earnings per share (in terms of absolute value) during the initial periods of operations but is not expected to have any significant effect on the net assets per share of the Company for the financial year ending 31 December 2017. The JV Arrangement is expected to contribute positively to the future earnings of the PRB Group.
7.3  Gearing
The JV Arrangement is not expected to have any material impact on the gearing of the Company.

8.   APPROVALS REQUIRED
The JV Arrangement is not subject to the approvals of the Company’s shareholders or any relevant authorities.

9.   PROSPECTS AND RISK FACTORS
The JV Arrnagement is not expected to materially change the risks of the Company's business as the Group would still be exposed to the same business, operationa', financial and investment risk as a result of the JV Arrangement.

10.  DEPARTURE FROM SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)
The JV Arrangement does not involve any departure from the SC’s Guidelines.

11.  HIGHEST PERCENTAGE RATIO APPLICABLE
The highest percentage ratio applicable to the Proposed JV Arrangement pursuant to paragraph 10.02(g) of the AMLR is 3.0% based on the latest audited financial statements of PRB for the financial year ended 31 December 2016.

12.   DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTERESTS
Save as disclosed below, none of other Directors and/or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the JV Arrangement:-
a. Dato’ Lim Loong Heng is a director and major shareholder of the Company. He also sits on the boards of PCS and GRE;
b. Lim Kean Choong is a director of the Company and PCS. He holds 15% equity interest in GRE, while his brother, Lim Kean Keong, holds another 15% equity interest in GRE; and
c. Dato’ Lim Loong Heng, Lim Kean Choong and another director of the Company, Dato’ Lim Khoon Heng, who is the brother of Dato’ Lim Loong Heng, are deemed as Interested Directors in the JV Arrangement. Dato’ Lim Loong Heng is also the father of Lim Kean Choong and Lim Kean Keong.

13.   STATEMENT BY AUDIT COMMITTEE
The Audit Committee of PRB, having reviewed and considered the rationale of the JV Arrangement, is of the view that the JV Arrangement and the SHA is in the best interest of the PRB Group and the terms are fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders. In forming the view, the Audit Committee has taken into consideration, the rationale of the JV Arrangement, the salient terms of the SHA and the basis and justification for the share subscription prices.

14.   STATEMENT BY DIRECTORS
Save for the Interested Directors, the Board of Directors of PRB, having considered all aspects of the JV Arrangement, is of the opinion that the JV Arrangement is in the best interest of PRB Group and that the terms of the JV Arrangement and the SHA are fair, reasonable, and on normal commercial terms and not detrimental to the interest of the minority shareholders.

15.   TRANSACTION WITH RELATED PARTY FOR PRECEDING 12 MONTHS
Save for the JV Arrangement, the PRB Group has not entered into any transaction with the related party for the preceding 12 months.

16.   ESTIMATED TIMEFRAME FOR COMPLETION
The JV Arrangement is expected to be completed within two weeks after the execution of the SHA.

17.  DOCUMENTS AVAILABLE FOR INSPECTION
The SHA will be available for inspection at the registered office of the Company during normal business hours from Monday to Friday (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.

This announcement is dated 9 January 2018

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 楼主| 发表于 23-1-2018 02:00 AM | 显示全部楼层
Date of change
22 Jan 2018
Name
ENCIK SIAW HUM KIOW
Age
56
Gender
Male
Nationality
Malaysia
Designation
Executive Director
Directorate
Executive
Type of change
Resignation
Reason
Due to other work commitments
Details of any disagreement that he/she has with the Board of Directors
No
Whether there are any matters that need to be brought to the attention of shareholders
No
Qualifications
Holds a Diploma in Civil Engineering
Working experience and occupation
An Operating Director of Marketing for IT Division of the Group since 1999. He has more than 20 years of experience in the marketing of IT related products. He started his carrier as a Sales Executive for five years and was later promoted to Assistant Sales Manager in a leading IT Computers.
Family relationship with any director and/or major shareholder of the listed issuer
None
Any conflict of interests that he/she has with the listed issuer
None
Details of any interest in the securities of the listed issuer or its subsidiaries
Hold 47,600 shares - direct InterestsHold 200,000 shares - direct interests (Affin Hwang Nominees (Tempatan) Sdn Bhd pledged securities account for Siaw Hum Kiow.

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 楼主| 发表于 24-2-2018 04:35 AM | 显示全部楼层
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
1Revenue
16,682
13,873
57,254
51,220
2Profit/(loss) before tax
119
25
544
-450
3Profit/(loss) for the period
82
35
320
-378
4Profit/(loss) attributable to ordinary equity holders of the parent
82
35
320
-378
5Basic earnings/(loss) per share (Subunit)
0.17
0.07
0.66
-0.78
6Proposed/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 ($$)
0.5400
0.5300

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 楼主| 发表于 19-5-2018 02:00 AM | 显示全部楼层
Type
Announcement
Subject
OTHERS
Description
PINEAPPLE RESOURCES BERHAD (PRB OR THE COMPANY) - DEVIATION OF 10.6% BETWEEN THE ANNOUNCED UNAUDITED FINANCIAL STATEMENTS OF 4th QUARTER 2017 AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

The Board of Directors (“the Board”) of the Company wishes to announce that it had submitted its Audited Financial Statements for the financial year ended 31 December 2017 (“Audited FS FY2017”) to Bursa Malaysia Securities Berhad on 4 April 2018.

In compliance with Rule 9.19(35) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to inform that there is a deviation of RM34 thousand or 10.6% between the Group’s unaudited profit after taxation stated in the unaudited financial statements for the financial period ended 31 December 2017 (“Unaudited FY2017 Results”) as announced on 23 February 2018 as compared to the audited profit after taxation as stated in the Audited FS FY2017.

The deviation is reconciled and explained as follows:-
  • Reconciliation of the deviation between profit after taxation as report in the Unaudited Result FY2017 and the Audited FS FY2017
RM’000
Profit Before Tax - Unaudited FY2017 Results544
Taxation(224)
Profit After Tax - Unaudited FY2017 Results320
Add Audit Adjustments
  • Reclassification of accounts
1
  • Reversal of motor vehicle written off wrongly taken into accounts
9
  • Adjustments of loss on disposal of a subsidiary
2
  • Reversal of impairment loss in an associate company
21
  • Reduction of share of losses in an associate company
1
Total Audit Adjustments – Variance 10.6%34
Profit After Tax - Audited FS FY2017 Results354
The above results should be read in conjunction with the full set of the Audited FS FY2017.

2. Explanation of the above deviation
The deviations due to audit adjustments made during the audit of the Audited FS FY2017.

This announcement is dated 17 May 2018.

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 楼主| 发表于 30-5-2018 05:08 AM | 显示全部楼层
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
1Revenue
15,289
14,128
15,289
14,128
2Profit/(loss) before tax
51
150
51
150
3Profit/(loss) for the period
15
146
15
146
4Profit/(loss) attributable to ordinary equity holders of the parent
15
146
15
146
5Basic earnings/(loss) per share (Subunit)
0.03
0.30
0.03
0.30
6Proposed/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 ($$)
0.5400
0.5400

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 楼主| 发表于 17-6-2018 05:44 AM | 显示全部楼层
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 楼主| 发表于 31-8-2018 04:27 AM | 显示全部楼层
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
1Revenue
12,398
12,595
27,687
26,723
2Profit/(loss) before tax
-181
93
-130
243
3Profit/(loss) for the period
-158
38
-143
184
4Profit/(loss) attributable to ordinary equity holders of the parent
-158
38
-143
184
5Basic earnings/(loss) per share (Subunit)
-0.33
0.08
-0.29
0.38
6Proposed/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 ($$)
0.5400
0.5400

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 楼主| 发表于 28-12-2018 07:05 AM | 显示全部楼层
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
1Revenue
15,877
13,849
43,564
40,572
2Profit/(loss) before tax
167
182
37
425
3Profit/(loss) for the period
81
54
-62
238
4Profit/(loss) attributable to ordinary equity holders of the parent
81
54
-62
238
5Basic earnings/(loss) per share (Subunit)
0.17
0.11
-0.13
0.49
6Proposed/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 ($$)
0.5400
0.5400

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 楼主| 发表于 24-1-2019 04:56 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
PINEAPPLE RESOURCES BERHAD (PRB or the Company)LETTER OF INTENT BETWEEN GENESIS SUPPLIES SDN BHD AND PINEAPPLE RESOURCES BERHAD
1. INTRODUCTION
The Board of Directors of Pineapple Resources Berhad (“PRB” or “the Company” or “Party B”) wishes to announce that the Company has on 24 December 2018 executed a Letter of Intent (“LOI”) with Genesis Supplies Sdn Bhd (“GSSB” or “Party A”)

2. INFORMATION ON GSSB
Genesis Supplies Sdn Bhd (Company No. 949476-V) was incorporated on 21 June 2011 in Malaysia under the Companies Act, 1965 having its registered address at Lot 1608, Level 16, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, 58100 Kuala Lumpur. GSSB is the owner of trademarks and system for BBQ Chicken.

3. SALIENT TERMS OF THE LOI
Party B is with keen interest to be partner of Party A with the holistic steps as follows:-

I) Party B to own and operate 3 outlets of BBQ Chicken (Fast Casual Dining) restaurants as a Franchisee and eligibility to be partner with a schedule for the next 3 months as follows:-

       a) Party B shall visit BBQ Chicken restaurant/s to better understand its business concept and its menu offering.

       b) Party B shall sign and undertake confidentiality with a Non-Disclosure Agreement.

       c) Party A shall visit potential site/s offered by Party B in Kuala Lumpur and Selangor to assess feasibility and Party B agree to sign the Franchise Agreement within 3 months from
           the date of signing this LOI.

       d) Party B shall make a total earnest deposit payment of RM60,000 to Party A as intent of commitment fee to become a Franchisee for BBQ Chicken. This full deposit amount shall
           be used to offset payment for franchisee fees to Party A for respective 3 outlets (RM20,000 for each outlet)

       e) In the event of withdrawal of interest to enrol as a Franchisee by Party B, Party A will make a refund of RM30,000 to Party B. The balance of the deposit is used to offset for cost
          of works conducted and expenses incurred by Party A.

       f) Either party may terminate or extend this LOI by serving 1 month written notice or through mutual consent. Extension/s of this LOI can only be extended to a maximum of 6
           months from date of signing of this LOI.

II) Upon opening of the above said 3rd outlet, Party A shall appoint Party B as its partner for Master Franchisee of Malaysia with the term and condition to be set forth.

III) Party B plans to open at least 30 corporate outlets upon the partnership appointment. Both parties will ensure that BBQ Franchise system must go on with continuous appointment of new franchisees.

IV) Party B may buy over existing BBQ Chicken franchise outlets if available for sale. Party B may also buy over the corporate outlet of Party A in Central I-City Mall after 3 months in operation with mutually agreed price.

4. RATIONALE FOR THE LOI
The LOI will provide an opportunity for the Company to collaborate with Party A in the area of marketing, opening of more corporate outlets and to set up infrastructure like Central Kitchen, Training Centre and warehouse.

The LOI is also to pave the way for further discussions for appointment of Party B as Master Franchisee for Malaysia at the right time and condition agreed by both parties.

5. EFFECTS OF THE LOI
The LOI is not expected to have any material effects on the net assets per share, earnings per share, gearing, share capital and substantial shareholders’ shareholding of the Company for the financial year ending 31 December 2018.

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and/or major shareholders of the Company and/ or any persons connected to them have any interest, direct or indirect, in the LOI.

7. STATEMENT BY DIRECTORS
The Board of Directors of the Company, having taken into consideration all aspects of the LOI, is of the opinion that the LOI is in the best interest of the Company and its subsidiaries.

8. APPROVALS REQUIRED
The LOI is not subject to the approval of the shareholders of the Company and any relevant government authorities.

9. DOCUMENT FOR INSPECTION
The LOI is available for inspection at the registered office of PRB during office hours at Wisma Lim Kim Chuan, Lot 50A, Jalan 1/89B, 3½ Miles, Off Jalan Sungai Besi, 57100 Kuala Lumpur for a period of three (3) months from the date of this announcement.


This announcement is dated 24 December 2018



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 楼主| 发表于 4-3-2019 08:07 AM | 显示全部楼层
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
1Revenue
14,287
16,683
57,851
57,255
2Profit/(loss) before tax
142
153
179
578
3Profit/(loss) for the period
86
116
24
354
4Profit/(loss) attributable to ordinary equity holders of the parent
86
116
24
354
5Basic earnings/(loss) per share (Subunit)
0.18
0.24
0.05
0.73
6Proposed/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 ($$)
0.5400
0.5400

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 楼主| 发表于 2-7-2019 05:02 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Mar 2019
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Mar 2019
31 Mar 2018
31 Mar 2019
31 Mar 2018
$$'000
$$'000
$$'000
$$'000
1Revenue
13,971
15,289
13,971
15,289
2Profit/(loss) before tax
-163
51
-163
51
3Profit/(loss) for the period
-163
15
-163
15
4Profit/(loss) attributable to ordinary equity holders of the parent
-163
15
-163
15
5Basic earnings/(loss) per share (Subunit)
-0.34
0.03
-0.34
0.03
6Proposed/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 ($$)
0.5400
0.5400

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 楼主| 发表于 16-7-2019 07:37 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
PINEAPPLE RESOURCES BERHAD (PRB or the Company)FRANCHISE AGREEMENT BETWEEN GENESIS BBQ (ASIA PACIFIC) PTE LTD AND PINEFOOD SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF PRB
1.  INTRODUCTION
We refer to the announcements made on 24 December 2018, 27 February 2019 and 28 May 2019 in relation to the Letter of Intent entered into between Pineapple Resources Berhad ("PRB" or “the Company”) and Genesis Supplies Sdn. Bhd. (“GSSB”) to assess feasibility to enter into a franchise agreement for the rights to own and operate BBQ Chicken outlets.
The Board of Directors of PRB is pleased to announce that Pinefood Sdn Bhd (“PFSB”), a wholly-owned subsidiary of the Company has on 20 June 2019 entered into a Franchise Agreement (“FA”) with Genesis BBQ (Asia Pacific) Pte Ltd (“GBAP” or “Sub-Franchisor”).

2.  INFORMATION ON PFSB, GBAP and GSSB
2.1 PFSB
Pinefood Sdn Bhd (Company No. 273730-A) (formerly known as  Pineapple Office Supplies Sdn Bhd), was incorporated as a private limited company on 19 August 1993 in Malaysia under the Companies Act, 1965 having its registered address at Wisma Lim Kim Chuan, Lot 50A, Jalan 1/89B, 3½ mile off Jalan Sungai Besi, 57100 Kuala Lumpur .
The issued and paid-up share capital of PFSB is RM300,000.00 divided into 300,000 ordinary shares.
2.2 GBAP
Genesis BBQ (Asia Pacific) Pte Ltd is a private company incorporated under the laws of Singapore, having its registered office at 1, Tampines Mines Central 5, #06-07/08, CPF Building, Singapore 529058.
Pursuant to a Franchise Agreement dated 7 August 2007 entered between GBAP and Genesis Co Ltd (the “Franchisor”), a company incorporated under the laws of Korea, having its principal place of business at Genesis Building,  150-25 Mun Jeong-dong, Song Pagu, Seoul, Korea,  GBAP  was granted the right as a sub-franchisor for the right to use the Trademarks and Systems of BBQ Chicken (as defined in the FA) for operating restaurants by franchising within, inter alia, the territory of South East Asia but not limited to Malaysia.   
2.3 GSSB
Genesis Supplies Sdn Bhd (Company No. 949476-V) was incorporated on 21 June 2011 in Malaysia under the Companies Act, 1965 having its registered address at No. 10A, 1st floor Jalan SS2/67, 47300 Petaling Jaya. GSSB as the management company, has been granted vide an Appointment Letter form GBAP dated 9 May 2013, the right to represent GBAP (Sub-Franchisor) on about the Trademarks and Systems of BBQ Chicken for operating restaurants by franchising within the territory of Malaysia.

3. SALIENT TERMS OF THE FA
3.1 RIGHTS GRANTED
PFSB desires to obtain the right to operate and undertake a restaurant business under the permitted name of BBQ Chicken by using the Trademarks and Systems of BBQ Chicken provided by GBAP, the Sub-Franchisor to be located at Lot S20, 2nd Floor, AEON Mall, Taman Maluri, Jalan Jejaka, Taman Maluri Cheras, 56100 Kuala Lumpur (“Location”).
3.2 TERM AND RENEWAL
The agreed Term of the FA shall be Five (5) years and may be renewed for a further Five (5) years by giving a  notice in writing Twelve (12) months prior to the expiration of the Term.  
3.3 FRANCHISE FEE AND ROYALTY
PFSB shall pay an Initial Franchisee Fee of RM90,000.00 only as consideration for the use of the Trademarks and Systems of BBQ Chicken to carry on the business of BBQ Chicken at the Location.
PFSB shall pay an agreed quantum of running royalty calculated based on the monthly gross turnover of the business.
3.4 GBAP’s OBLIGATION  
GBAP shall provide the manuals for business operation and supervisor operation as well as training to PFSB to enable the smooth operation of the business.
3.5 PFSB’ S OBLIGATION
PFSB shall only use products and raw materials as specified in the Key-Mix provided by GBAP. This is to conform to the quality so as to keep the uniformity of the BBQ Chicken products in a worldwide basis.
.
4. RATIONALE FOR THE FA
The FA will provide an opportunity for the Company to expand the food and beverage business of the Group.

5. SOURCE OF FUNDING
The funding for the business operation will be from internal generated funds.

6. FINANCIAL EFFECTS
6.1 Issued and paid-up share capital
The FA 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 PRB shares.
6.2 Major shareholding
The FA will not have any effect on the major shareholders’ shareholdings in PRB as it does not involve any allotment or issue of new PRB shares.
6.3 Earnings per share and net assets per share
The FA is not expected to have any significant effect on the earnings per share and net assets per share of the Company for the current financial year ending 31 December 2019.

7. APPROVALS REQUIRED
The FA is not subject to the approvals of the Company’s shareholders or any relevant authorities.

8. PROSPECTS AND RISK FACTORS
Save for the normal business risk, there is no other risk factors foresee from the FA.

9. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)
The FA does not involve any departure from the SC’s Guidelines.

10. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors or Major Shareholders of the Company or persons connected to them has any interest, direct or indirect in the FA.

11. STATEMENT BY DIRECTORS
The Board, having considered all aspects of the FA, is of the opinion that it is in the best interest of PRB and its shareholders.

12. DOCUMENTS AVAILABLE FOR INSPECTION
The Franchise Agreement is available for 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.




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 楼主| 发表于 25-7-2019 07:58 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
PINEAPPLE RESOURCES BERHAD ("PRB" or "the Company") Acquisition by Agva Marketing Malaysia Sdn Bhd (Company No. 577911-W) (AGVA), a wholly-owned subsidiary of PRB of the Thai Hou Sek restaurant operations at Pavilion Kuala Lumpur from THS Restaurants Sdn Bhd (Company No. 487044-X) (THS) (Acquisition).
1. INTRODUCTION
The Board of Directors of PRB is pleased to announce that its wholly owned subsidiary, AGVA, had on 22 July 2019, entered into a Sale and Purchase Agreement (“SPA”) with THS (“Vendor”) for the purpose of acquiring the Assets (as defined in 3.2 below) from THS with a view to set up a new food & beverage business outlet  located at Pavilion Kuala Lumpur, free from all encumbrances together with all rights, entitlements and advantages.

2. INFORMATION ON PARTIES TO THE SPA
2.1  AGVA
AGVA was incorporated as a private limited company on 22 April 2002 in Malaysia under the then Companies Act, 1965 and the principal activity of AGVA is trading of multimedia storage products and will be changed to be engaged in food and beverage business.
AGVA is a wholly-owned subsidiary of PRB. The present issued share capital of AGVA is RM1,000,000.00 divided into 1,000,000 ordinary shares.

The Directors of AGVA are Dato’ Lim Loong Heng and Lim Kean Choong.

2.2  Pineapple Computer Systems Sdn Bhd
Pineapple Computer Systems Sdn. Bhd (Company No. 361119-W) (“PCS”) was incorporated as a private limited company on 27 September 1995 in Malaysia under the then Companies Act, 1965 and the principal activity of PCS is retailing in computers and related accessories.
PCS is a wholly-owned subsidiary of PRB. The present issued share capital of PCS is RM1,390,000.00 divided into 1,390,000 ordinary shares. PCS owns 22.5% equity shares in THS.

The Directors of PCS are Dato’ Lim Loong Heng, Lim Kean Choong and Siow Hum Kiow.


2.3  THS
THS was incorporated as a private limited company on 28 June 1999 in Malaysia under the then Companies Act, 1965 and the principal activity of THS is providing of food & beverages services.

The present issued share capital of THS is RM2,500,00.00 divided into 2,500,000 ordinary shares.

The Directors and shareholders of THS are as follows:-

Director
Wong Cheng Siung

Shareholdings
Shareholders
No. of Ordinary Shares
Percentage (%)
Gema Naga 2 Sdn Bhd
1,375,000
55.00
eFood Products Sdn Bhd
281,250
11.25
PCS
562,500
22.50
Great Eat Sdn Bhd
281,250
11.25
Total
2,500,000
100.00

Pursuant to Rule 10.08 of the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), as disclosed in section [12] of this announcement, the Acquisition is a related party transaction.

3.  SALIENT FEATURES OF THE SPA
The salient features of the SPA includes, inter-alia, the following:-
3.1THS is operating a restaurant serving Thai cuisine under the name of “Thai Hou Sek” located at Lot 1.59.00 - 1.66.00, Level 1, Pavilion Kuala Lumpur Mall (“Pavilion Outlet”).

3.2THS has agreed to sell and AGVA has agreed to acquire the entire operating set up of the Pavilion Outlet including all the equipment, furniture, fixtures, all other tangible property, all trading stocks and contract rights including novation of the Tenancy with Landlord and all other deposits relating to the Pavilion Outlet paid by THS (“Assets”). THS shall sell, assign, transfer, novate, convey and deliver the Assets to AGVA free from all encumbrances and together with all rights, entitlements and advantages.

3.3Assets acquired will include the following:-
Particulars
RM
Deposits novated or transferred – mainly related to Tenancy and operations
237,663.00
Equipment, furniture and fittings and  computers
147,823.43
Renovation
29,847.68
Total Assets
415,334.11







3.4AGVA may at its own discretion offer employment to the current employees provided that such employment shall be on terms no less favourable than what they enjoyed under THS. The commencement of employment is conditional upon the completion of the Acquisition.

4.   BASIS OF AND JUSTIFICATION FOR THE CONSIDERATION
The consideration for the Acquisition of Ringgit Four Hundred Fifteen Thousand Three  Hundred Thirty-four and Sen Eleven (RM415,334.11) Only is based on the estimated value of the Assets acquired and is equivalent to the monthly rental payable for the Pavilion Outlet commencing from 1 January 2019 to 14 July 2019, the date when the Tenancy Agreement is novated to the AGVA.
The consideration was arrived on a “willing buyer willing seller” basis and based on net book value of the assets and the deposits relating to the operation of the restaurant outlet .

5. RATIONALE
The Acquisition will enable AGVA to venture into a new food and beverage business outlet which is expected to contribute positively to the financial performance of AGVA and the PRB Group in the long run.

6. SOURCE OF FUNDING
The funding for the Acquisition will be from internal generated funds.

7. LIABILITIES TO BE ASSUMED
There are no liabilities to be assumed including contingent liabilities, guarantees if any, arising from the Acquisition.

8.  FINANCIAL EFFECTS

8.1 Share Capital and Major Shareholding
The Acquisition will not have any effect on the paid-up share capital and the major shareholders’ shareholdings in the Company.

8.2 Earnings Per Share and Net Assets Per Share
The Acquisition is expected to have marginal effect on earnings per share (in terms of absolute value) during the initial periods of operations but is not expected to have any significant effect on the net assets per share of the Company for the financial year ending 31 December 2019. The Acquisition is expected to contribute positively to the future earnings of the PRB Group.

8.3  Gearing
The Acquisition is not expected to have any material impact on the gearing of the Company.

9.   APPROVALS REQUIRED
The Acquisition is not subject to the approvals of the Company’s shareholders or any relevant authorities.

10.   PROSPECTS AND RISK FACTORS
The Acquisition will enable AGVA to quickly set-up and carry on the business of a restaurant at the same location. The Acquisition a is not expected to materially change the risks of the Company's business as the Group would still be exposed to the same business operation, financial and investment risk as a result of the SPA.

11.  HIGHEST PERCENTAGE RATIO APPLICABLE
The highest percentage ratio applicable to the Acquisition pursuant to paragraph 10.02(g) of the AMLR is 1.60 % based on the latest audited financial statements of PRB for the financial year ended 31 December 2018.

12.   DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTERESTS
Save as disclosed below, none of other Directors and/or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the Acquisition:-
a. Dato’ Lim Loong Heng is a director and major shareholder of the Company. He also sits on the board of AGVA, PCS and Great Eat Sdn Bhd;
b. Lim Kean Choong is a director of the Company, AGVA and PCS. He is a major shareholder of Great Eat Sdn Bhd;
c. Dato’ Lim Loong Heng, Lim Kean Choong and another director of the Company, Dato’ Lim Khoon Heng, who is the brother of Dato’ Lim Loong Heng, are deemed as interested Directors in the Acquisition. Dato’ Lim Loong Heng is also the father of Lim Kean Choong.

13.   STATEMENT BY THE AUDIT COMMITTEE
The Audit and Risk Management Committee of PRB, having reviewed and considered the rationale of the Acquisition, is of the view that the Acquisition is in the best interest of the PRB Group and the terms are fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders. In forming the view, the Audit Committee has taken into consideration, the rationale of the Acquisition, the salient terms of the SPA and the basis and justification for the consideration.

14.   STATEMENT BY THE DIRECTORS
Save for the interested Directors, the Board of Directors of PRB, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of PRB Group and that the terms of the SPA are fair, reasonable, and on normal commercial terms and not detrimental to the interest of the minority shareholders.

15.   TRANSACTION WITH RELATED PARTY FOR PRECEDING 12 MONTHS
Save for the Acquisition, the PRB Group has not entered into any transaction with the related party for the preceding 12 months.

16.   ESTIMATED TIMEFRAME FOR COMPLETION
The Acquisition is expected to be completed by the middle of July 2019.

17.  DOCUMENTS AVAILABLE FOR INSPECTION
The SPA will be available for inspection at the registered office of the Company during normal business hours from Monday to Friday (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.





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 楼主| 发表于 26-7-2019 06:50 AM | 显示全部楼层
Type
Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID
IQL-23072019-00001
Subject
ACQUISITION BY AGVA MARKETING MALAYSIA SDN BHD (COMPANY NO. 577911-W) (AGVA), A WHOLLY-OWNED SUBSIDIARY OF PRB OF THE THAI HOU SEK RESTAURANT OPERATIONS AT PAVILION KUALA LUMPUR FROM THS RESTAURANTS SDN BHD (THS) (ACQUISITION)
Description
PINEAPPLE RESOURCES BERHAD ("PRB" or "the Company") Acquisition by Agva Marketing Malaysia Sdn Bhd (Company No. 577911-W) (AGVA), a wholly-owned subsidiary of PRB of the Thai Hou Sek restaurant operations at Pavilion Kuala Lumpur from THS Restaurants Sdn Bhd (Company No. 487074-X) (THS) (Acquisition).
Query Letter Contents
We refer to your Company’s announcement dated 22 July 2019, in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1.        The direct and indirect shareholdings Wong Cheng Siung in THS or a negative statement.
2.        The terms of any arrangement of payment of the RM415,334.11 purchase consideration on a deferred basis.  
3.        The year the net book value was taken into consideration in arriving at the purchase consideration, quantifying the net assets and stating whether it was based on audited financial statements.
4.        The estimated time frame to complete the Acquisition.
Reference is made to PRB’s announcement on 22 July 2019 in relation to the Acquisition (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein.
The Board of Directors of PRB wishes to provide the following additional information:-

1. The direct and indirect shareholdings Wong Cheng Siung in THS or a negative statement.

- Mr Wong has no direct shareholdings in THS but has an indirect shareholding of 11.25% via eFood Products Sdn Bhd as stated in Paragraph 2.3 of the Announcement dated 22 July 2019.

2. The terms of any arrangement of payment of the RM415,334.11 purchase consideration on a deferred basis.

- Upon execution of the SPA, a full payment of the purchase consideration has been paid to the Vendor.

3. The year the net book value was taken into consideration in arriving at the purchase consideration, quantifying the net assets and stating whether it was based on audited financial statements.

- The purchase consideration was arrived after taking into consideration the unaudited net assets of THS of RM415,334.11 as at 30 June 2019. The latest Audited Financial Statement (“AFS”) was for Year Ended 31 March 2019.

4. The estimated time frame to complete the Acquisition.

- The Acquisition is expected to complete by end of July 2019 upon the completion of the novation of the Tenancy with the Landlord as stated in in Paragraph 3.2 of the Announcement dated 22 July 2019.



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 楼主| 发表于 28-8-2019 06:44 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2019
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Jun 2019
30 Jun 2018
30 Jun 2019
30 Jun 2018
$$'000
$$'000
$$'000
$$'000
1Revenue
12,824
12,398
26,795
27,687
2Profit/(loss) before tax
-641
-181
-804
-130
3Profit/(loss) for the period
-523
-158
-686
-143
4Profit/(loss) attributable to ordinary equity holders of the parent
-523
-158
-686
-143
5Basic earnings/(loss) per share (Subunit)
-1.08
-0.33
-1.41
-0.29
6Proposed/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 ($$)
0.5200
0.5400

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 楼主| 发表于 19-10-2019 06:32 AM | 显示全部楼层
PINEAPPLE RESOURCES BERHAD

Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
PINEAPPLE RESOURCES BERHAD ("PRB" or "the Company") ACQUISITION OF 904,305 SHARES OF THS RESTAURANTS SDN. BHD. BY PINEAPPLE COMPUTER SYSTEMS SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF PRB FROM GEMA NAGA 2 SDN BH
1. INTRODUCTION
The Board of Directors of PRB is pleased to announce that PINEAPPLE COMPUTER SYSTEMS SDN. BHD. (Company No. 361119-W) (“PCS”), a wholly-owned subsidiary of the Company (“Purchaser 1”) had on 03 October 2019 entered into a Sale of Shares Agreement (“SSA”) with GEMA NAGA 2 SDN. BHD. (Company No. 1161264-D) (“GN2”) (“the Vendor”), GREAT EAT SDN. BHD. (Company No. 486001-A) (“GESB”) (“Purchaser 2”) and E-FOOD PRODUCTS SDN. BHD. (Company No. 1195055-A) (“EFP”) (“Purchaser 3”) for the acquisition by Purchaser 1, Purchaser 2 and Purchaser 3 from GN2, its entire shareholdings in THS RESTAURANTS SDN BHD (Company No. 487074-X) (“THS”) of 1,691,143 ordinary shares (“Sale Shares”) for a total cash consideration of RM3 only (“Acquisition”) in the following proportion and manner:-

Purchasers
  No. of Sale Shares
Cash Consideration               (RM)
PCS
                     904,305
             1.00
GESB
                     393,419
             1.00
EFP
                     393,419
             1.00
Total
                  1,691,143
             3.00

(hereinafter Purchaser 1, Purchaser 2 and Purchaser 3 are collectively referred to as “the Purchasers”)


2. INFORMATION ON PARTIES TO THE SSA

2.1  PCS
PCS was incorporated as a private limited company on 27 September 1995 in Malaysia under the then Companies Act, 1965 and having its registered office at Wisma Lim Kim Chuan, Lot 50A Jalan 1/89B, 3½ mile off Jalan Sungai Besi, 57100 Kuala Lumpur. The principal activity of PCS is retailing in computers and related accessories.
PCS is a wholly-owned subsidiary of PRB. The present issued share capital of PCS is RM1,390,000.00 divided into 1,390,000 ordinary shares.
The Directors of PCS are Dato’ Lim Loong Heng, Lim Kean Choong and Siow Hum Kiow.

2.2 GN2
GN2 was incorporated as a private limited company on 6 October 2015 in Malaysia under the then Companies Act, 1965 and having its registered office at No. 33-2, Jalan Puteri 2/3, Bandar Puteri, Puchong 47100 Selangor. The principal activity of GN2 is in food and beverage establishment in the Klang valley.
The present issued share capital of GN2 is RM650,000 divided into 350,000 ordinary shares and 300,000 preferential shares.

The Directors and shareholders of GN2 are as follows:-
Director
Phang Say Lang

                            Shareholdings
Shareholders
No. of Ordinary Shares
    Percentage (%)
Rhombus Food and Lifestyle Sdn. Bhd.
                           280,000
             80.00
Andre Shum Khum Yuin               
                             70,000
             20.00
Total
                           350,000
           100.00

2.3 THS
THS was incorporated as a private limited company on 28 June 1999 in Malaysia under the then Companies Act, 1965 and having its registered office at No. 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur. THS currently operates 2 Tai Hou Sek restaurant outlets at Arkadia, Desa Park City and Mid Valley Mall. The principal activity of THS is providing of food & beverages services.

The present issued share capital of THS is RM3,080,281 divided into 3,080,281 ordinary shares.

The Directors and shareholders of THS are as follows:-
Director
Wong Cheng Siung

                        Shareholdings
Shareholders
No. of Ordinary Shares
    Percentage (%)
GN2
                       1,691,143
            54.90
PCS
                          666,638
            21.64
GESB
                          361,250
            11.73
EFP
                          361,250
            11.73
Total
                       3,080,281
          100.00

2.4 GESB
GESB was incorporated as a private limited company on 16 June 1999 in Malaysia under the then Companies Act, 1965 and having its registered office at Wisma Lim Kim Chuan, Lot 50A Jalan 1/89B, 3½ mile off Jalan Sungai Besi, 57100 Kuala Lumpur. The principal activity of GESB is principally involved in food and beverage business.

2.5 EFP
EFP was incorporated as a private limited company on 19 July 2016 in Malaysia under the then Companies Act, 1965 and having its registered office at No. 568-9-9 Komplex Mutiara, 3½ miles Jalan Ipoh, 51200 Kuala Lumpur   The principal activity of EFB is trading in food & beverages services.


3.  SALIENT FEATURES OF THE SPA

The salient features of the SPA includes, inter-alia, the following:-
3.1          GN2 has agreed to sell and the Purchasers have agreed to acquire the entire shareholdings held by GN2 in THS.

3.2          The shareholding structure of THS before and after the Acquisition are as follows:-


                                        Shareholdings During Acquisition
Shareholders
          No. of Shares
    (Prior to Acquisition)
    (Disposal)/
    Acquisition
       No. of Shares
  (After the Acquisition)
Percentage (%)
GN2
                          1,691,143
         (1,691,143)
                                     0
              0
PCS
                             666,638
             904,305  
                       1,570,943
         51.00
GESB
                             361,250
             393,419
                          754,669
         24.50
EFP
                             361,250
             393,419
                          754,669
         24.50
Total
                          3,080,281

                       3,080,281
        100.00

3.3 Consideration will be paid in cash.


4.   BASIS OF AND JUSTIFICATION FOR THE CONSIDERATION

The total consideration for the Acquisition of Ringgit Three (RM3) Only was arrived on a “willing buyer willing seller” basis. GN2 have decided not to be involved in the operation of the existing restaurant outlet hence offered to sell their shareholding to the remaining shareholders. The net tangible asset of THS at 31 August 2019 was at RM918,172.


5. RATIONALE

The Acquisition will enable PCS via a subsidiary to venture into food and beverage business outlet which is expected to contribute positively to the financial performance of PCS and the PRB Group in the long run.


6. SOURCE OF FUNDING

The funding for the Acquisition by PCS will be from internal generated funds.


7. LIABILITIES TO BE ASSUMED

Save for the normal payables incurred during the operation of the restaurants outlets, there are no other liabilities to be assumed including contingent liabilities, guarantees if any, arising from the Acquisition.


8.  FINANCIAL EFFECTS

8.1  Share Capital and Major Shareholding
The Acquisition will not have any effect on the paid-up share capital and the major shareholders’ shareholdings in the Company.

8.2  Earnings Per Share and Net Assets Per Share
The Acquisition is expected to have only a marginal effect on earnings per share (in terms of absolute value) during the initial periods of operations but is not expected to have any significant effect on the net assets per share of the Company for the financial year ending 31 December 2019. The Acquisition is expected to contribute positively to the future earnings of the PRB Group.

8.3  Gearing
The Acquisition is not expected to have any material impact on the gearing of the Company.


9.   APPROVALS REQUIRED

The Acquisition is not subject to the approvals of the Company’s shareholders or any relevant authorities.


10.   PROSPECTS AND RISK FACTORS

The Acquisition will enable the Group to quickly set-up and carry on the business of restaurants at the same locations thus expanding the Group’s diversification into food and beverage business. The said Acquisition is not expected to materially change the risks of the Company's business as the Group would still be exposed to the same business operation, financial and investment risk as a result of the SSA.


11.  HIGHEST PERCENTAGE RATIO APPLICABLE

The highest percentage ratio applicable to the Acquisition by PCS pursuant to paragraph 10.02(g) of the AMLR is 2.60% based on the latest audited financial statements of PRB for the financial year ended 31 December 2018.


12.   DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTERESTS

Save as disclosed below, none of other Directors and/or major shareholders of the Company or persons connected to them has any interest, direct or indirect in the Acquisition:-
  • Dato’ Lim Loong Heng is a director and major shareholder of the Company. He also sits on the board of  PCS and GESB;
  • Lim Kean Choong is a director of the Company and PCS. He is a major shareholder of GESB;


13.   STATEMENT BY THE DIRECTORS

Save for the interested Directors, the Board of Directors of PRB, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of PRB Group and that the terms of the SSA are fair, reasonable, and on normal commercial terms and not detrimental to the interest of the minority shareholders.


14.   ESTIMATED TIMEFRAME FOR COMPLETION

The Acquisition is expected to be completed by the middle of October 2019. Subsequent to the completion of the Acquisition, THS will become a subsidiary of PCS.


15.  DOCUMENTS AVAILABLE FOR INSPECTION

The SSA will be available for inspection at the registered office of the Company during normal business hours from Monday to Friday (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.


This announcement is dated 3 October 2019.



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