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EVERGREEN FIBREBOARD BERHAD
~ RECURRENT RELATED PARTY TRANSACTION
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") shall enter into recurrent related party transactions of revenue or trading nature ("Transaction") which are necessary for the Group's day-to-day operations with EFB's wholly owned subsidiary, Siam Fibreboard Co., Ltd ("SFC"), to purchase medium density fibreboard ("MDF") at an estimated value of RM4,000,000 (Ringgit Malaysia: Four Million Only) from 24 March 2008 to forthcoming Annual General Meeting to be held on 23 May 2008.
The Transaction entered into is 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 detrimant of the minority shareholders.
As the estimated value of the Transaction 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 Recurrent Transactions is equal to or exceeds RM1 million; or
b) the percentage ratio of such Recurrent Transaction is 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 Transaction.
INFORMATION ON SFC
SFC (Company No. 0107554700961), a company incorporated in Thailand on 16 January 2004 with its relevent information as follows:-
i) Authorised capital of Thai Baht 330,300,000 comprising of 3,303,000 ordinary shares of Thai Baht 100 each.
ii) Paid-up capital is Thai Baht 330,300,000
iii) Its principal activity is manufacturing of MDF.
INFORMATION ON DTI
DTI (Company No. 32799-M), a company incorporated in Malaysia on October 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.
RATIONALE OF TRANSACTION
The Transaction entered into by the Group is intended to meet business needs at the best possible terms and to enhance the Group's ability to explore beneficial business opportunities.
EFFECTS OF TRANSACTION
1. Share capital and Substantial Shareholders' Shareholding
The Transaction is 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 Transaction is not expected to have any significant effect on the Earnings 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 Transaction:-
Kuo Wen Chi, Kuo Jen Chang and Kuo Jen Chiu, who are Directors and/or major shareholders have indirect interests in SFC and DTI.
STATEMENT BY THE DIRECTORS
The Board, after careful deliberation, is of the opinion that the Transaction is in the best interest of the Group.
APPROVALS REQUIRED
This Transaction does not need any authorities' and shareholders' approval. |
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