OTHERS INDUSTRONICS BERHAD (ITRONIC OR THE COMPANY)
– Disposal of entire equity interest in Industronics (HK) Limited, a wholly-owned subsidiary of ITRONIC
INDUSTRONICS BERHAD (ITRONIC OR THE COMPANY) - Disposal of entire equity interest in Industronics (HK) Limited, a wholly-owned subsidiary of ITRONIC
Pursuant to Paragraph 10.05 of the MAIN Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), the Board of Directors of ITRONIC wishes to announce that the Company had on 9 September 2020 entered into a Share Sale Agreement (“SSA”) with Mr. Pan Jiye (“the Purchaser”) for the disposal of 100% equity interests in Industronics (HK) Limited (“IBHK”) which comprises 1 ordinary shares of HKD1.00 per share (“IBHK Sale Shares”) to the Purchaser for a total cash consideration of HKD1.00 (“Consideration”) (hereinafter referred to as “Disposal”).
In consequence thereof, IBHK has ceased to be a subsidiary of the Company.
2. DETAILS OF THE DISPOSAL
2.1 Information of IBHK
IBHK was incorporated in Hong Kong on 7 March 2013 as a private limited company under the Companies Act. IBHK is principally engaged in the businesses of trading of watches.
The current authorised share capital of IBHK is HKD1.00 comprising 1 ordinary shares of HKD1.00 each. IBHK’s issued and paid-up share capital is 1 ordinary shares of HKD1.00 each.
Based on its audited financial statements for the financial year ended 31 December 2019, IBHK recorded a profit after taxation of HKD 2,980,292 with a net liabilities of HKD 43,370,927 and accumulated losses of HKD 43,370,928.
2.2 Basis and Justification for the Consideration
The Consideration of HKD1.00 is arrived at after taking into consideration the net liabilities of IBHK at 31 December 2019 of HKD 43,370,927 and the amount owing by IBHK to the Company of HKD 40,516,703 at 31 December 2019.
2.3 Information on the Purchaser
Mr. Panjiye, holder of passport number EG 9139748, is a citizen of the People’s Republic of China.
2.4 Liabilities to be assumed
Save for the liabilities stated in IBHK’s accounts, there are no other liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.
3. RATIONALE FOR THE DISPOSAL
The Disposal is in line with the Group’s (i.e. the Company and its subsidiaries) overall objective to streamline its operations by disposing loss-making subsidiaries and to continuously attempt to enhance shareholders’ value.
4. FINANCIAL EFFECTS OF THE DISPOSAL
4.1 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 of ITRONIC.
4.2 Earnings, Net Assets and Gearing
The Disposal will result in an estimated gain on disposal of RM1,868,839 (HKD 3,477,634) for the financial year ending 31 December 2020, after taking into consideration the net liabilities of IBHK.
5. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders as the highest percentage ratio pursuant to paragraph 10.02(g)(vi) of the Listing Requirements is 7.74%, based on the total assets of IBHK over the total assets of the Group.
6. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of ITRONIC as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
7. STATEMENT OF THE DIRECTORS
The Board of Directors of the Company is in the opinion that the Disposal is in the best interest of the Company and its shareholders.
8. DOCUMENT FOR INSPECTION
The SSA is available for inspection at the registered office of ITRONIC at No. 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur, Malaysia during normal business hours on Mondays to Fridays (except public holidays) for a duration of three (3) months from the date of the announcement.
This announcement is dated 9 September 2020.
|Company Name||INDUSTRONICS BERHAD|
|Date Announced||09 Sep 2020|
|Category||General Announcement for PLC|