Contents :
Further to our announcements on 13th April, 2001, in respect of the disposal of fixed assets by its wholly owned subsidiary, Ngiu Kee Sdn.Bhd.("the Vendor"), the Board of Directors is pleased to furnish the Exchange with the following additional information:-
1. The net book value of the shophouses is based on the audited accounts for the financial year ended 31st December, 1999 less the year 2000 amortisation charges of RM25,096/-
2. Particulars of all liabilities to be assumed by Jollywin Enterprise Sdn.Bhd. ("the Purchaser")., arising from the Disposal includes the following:-
(a) The Purchaser shall buy the said shophouses on "as is where is" basis.
(b) The quit rent and assessment is borned by the Purchaser from the date of transfer.
(c) All legal, registration and stamp duties in respect of the transfer shall be equally shared by the Purchaser and Vendor.
3. There is no terms of any arrangement for receipt of the sale consideration on a deferred basis.
4. The effects of the Disposal on the earnings per share of the Group for the year ending 31st December, 2001 will be a decrease of 3.4cents per share.
5. A Sales and Purchase Agreement ("S&P") was entered into for the Disposal. The salient features of the agreement are as follows:-
(a) The Vendor sells and the Purchaser purchases the said shophouses free from all other encumbrances whatsoever, whether registered or noted on the register for the agreed price of RM1,110,000/-.
(b) Upon signing of S&P, by way of deposit and part payment of RM60,000/- which shall be deposited with Battenberg & Talma Advocates, Sibu as "stakeholder with authority to utilise the same towards the redemption of the shophouses from the existing Memorandum of Charge in favour of Wah Tat Bank Berhad.
(c) "The balance of RM1,050,000/- shall be paid by way of a Bank Loan secured by way of a first legal charge of the shophouses to Wah Tat Bank Berhad. The said loan upon its release by the Bank on the due compliance of all the terms and conditions governing its' release be released to Messrs.BATTENBERG & TALMA, ADVOCATES, SIBU as "stakeholder" with the expressed authority to apply the same to redeem the said shophouses from Wah Tat Bank Berhad and the balance if any, after so redeeming the shophouses will be paid over to the Vendor upon the issuance of Form "L" in respect of the registration of the Memorandum of Transfer and the security document of the chargee. The Purchaser is given 30 days from the date of this agreement to apply for and secure the said loan. To ensure the early release of the Loan and the redemption of the said shophouses, the Vendor shall sign simultaneously with this said Sale and Purchase Agreement the Memorandum of Transfer of the shophouses and placed them in the safe custody of Battenberg & Talma Advocates, Sibu. The said Memorandum of Transfer will be submitted for adjudication of the stamp duties within seven days from the date hereof."
(d) "Any taxation liabilities (which term shall include Real Property Gains Tax and Income Tax) imposed or levied on account of this sale and transfer shall be borne solely by the Vendor and if the same shall be imposed or collected from the Purchaser, the Vendor shall indemnify the Purchaser against the same."
The time and place where such documents may be inspected are as follows:-
Time: 9.00am to 5.30pm Monday to Friday
Place: Messrs Battenberg & Talma
Advocates & Commissioner of Oaths
12 & 14 (1st Floor) Jalan Lama
96000 Sibu Sarawak
6. The expected amount of losses to the Group arising from the Disposal is RM954,423.62.
We refer to your Company's announcement dated 13 April 2001, in respect of the aforesaid matter.
In this connection, kindly furnish the Exchange with the following additional information for public release:-
1. Whether the net book value of the shophouses is based on the audited accounts of Ngiu Kee Sdn Bhd, and if so, the date of the audited accounts;
2. Particulars of all liabilities to be assumed by Jollywin Enterprise Sdn Bhd, arising from the Disposal;
3. Terms of any arrangement for receipt of the sale consideration on a deferred basis;
4. Effects of the Disposal on the earning per share of your Group for the year ending 31 December 2001;
5. Whether any agreement was entered into for the Disposal. If so, salient features of the agreement and the time and place where such documents may be inspected; and
6. Expected amount of gains or losses to your Group arising from the Disposal.
Please furnish the Exchange with your reply within two (2) market days from the date hereof.
Yours faithfully
TAN YEW ENG
Senior Manager, Listing Operations
TYE/LMN
copy to:- Securities Commission (via fax)