Announcement Details :
Pursuant to Paragraph 2.0 of the Practice Note 12/2001, the Board of Directors of Evergreen Fibreboard Berhad (“EFB”) wishes to announce that in the course of the Group's operations, an associate company of EFB, Dawa Timber Industries (M) Sdn. Bhd. (“DTI”), has entered / shall enter into recurrent related party transactions of revenue or trading nature ("Transactions") which are necessary for the Group's day-to-day operations with certain related parties of EFB as disclosed in the tabled below.
The Transactions entered into are in the ordinary course of business, made at arm's length, on normal commercial terms and on terms not more favorable to the related party than those generally available to the public and is not to the detriment of the minority shareholders.
As the estimated value of the Transactions falls within the ambit of the Paragraph 2.0 of the Practice Note 12/2001, that is,
a) the consideration, value of the assets, capital outlay or costs of the Transactions are equal to or exceeds RM1 million; or
b) the percentage ratio of such Transactions are equal to or exceeds 1%,
whichever is the higher.
Thus, the Company is required to make an immediate announcement instead of obtaining shareholders' mandate for such Transactions.
INFORMATION ON DTI
DTI (Company No. 32799-M), a company incorporated in Malaysia on 10 May 1977 with its relevant information as follows:
i) Authorised capital of RM2,000,000 comprising of 2,000,000 ordinary shares of RM1.00 each.
ii) Paid-up capital is RM600,000.
iii) Its principal activity is manufacturing of fancy plywood.
INFORMATION ON EFN
EFN (Company No. 822113-U), a company incorporated in Malaysia on 18 June 2008 with its relevant information as follows:
i) Authorised capital of RM50,000,000 comprising of 50,000,000 ordinary shares of RM1.00 each.
ii) Paid-up capital is RM30,000,000.
iii) Its principal activity is manufacturing and selling of medium density fibreboard and its related products.
RATIONALE OF TRANSACTIONS
The Transactions will enhance efficiency in production and subsequently cut operating cost and expenses for the Group.
EFFECTS OF TRANSACTIONS
1. Share capital and Substantial Shareholders’ Shareholding
The Transactions are not expected to have any significant effect on the share capital and substantial shareholders’ shareholding of EFB.
2. Earnings Per Share, Net Assets Per Share and Gearing
The Transactions are not expected to have any significant effect on Earning Per Share, Net Assets Per Share and Gearing for EFB
DIRECTORS AND MAJOR SHAREHOLDERS' INTEREST
Save as Disclosed below, none of the Directors and/ or major shareholders of EFB or any persons connected with them have any interest, direct or indirect, in such Transactions: -
(1) Kuo Wen Chi, Kuo Jen Chang and Kuo Jen Chiu are Directors in EFB and DTI.
(2) Kuo Jen Chang and Kuo Jen Chiu are Directors in EFB and EFN.
(3) Kuo Wen Chi, Kuo Jen Chang and Kuo Jen Chiu are major shareholder in EFB.
STATEMENT BY THE DIRECTORS
The Board, after careful deliberation, is of the opinion that the Transactions is in the best interest of the Group.
This Transactions does not need any authorities' and shareholders' approval.
||Nature of Transaction
||Estimated Value (RM)
||Purchase of Medium Density Fibreboard (“MDF”) from Evergreen Fibreboard (Nilai) Sdn Bhd (“EFN”)
||Purchase of veneer sheet, sawn timber and packing service from EFB