BURSA ANNOUNCEMENTS

 

Date : 29 July 2003

JUAN KUANG (M) INDUSTRIAL BERHAD ("JK") PROPOSED SUBSCRIPTION OF SHARES IN IT BIZFLOW SDN BHD ("IT BIZFLOW") [PROPOSED SUBSCRIPTION]

JUAN KUANG (M) INDUSTRIAL BERHAD

Type

Reply to query
Reply to Query Letter by KLSE reference IDMN-030728-34791
SubjectJUAN KUANG (M) INDUSTRIAL BERHAD ("JK")
PROPOSED SUBSCRIPTION OF SHARES IN IT BIZFLOW SDN BHD ("IT BIZFLOW") [PROPOSED SUBSCRIPTION]

Contents :

We refer to the Exchange's letter dated 28 July 2003 in relation to the abovementioned and are pleased to furnish with the following additional information:

    1. The issue price for the 300,000 new ordinary shares in IT BizFlow was arrived at by mutual discussion, after taking into consideration the par value of the shares of RM1.00 each and the future potential earnings of IT BizFlow.
    2. Based on the latest audited accounts of IT BizFlow for financial year ended 31 December 2002, the company recorded a net loss of RM912.00 and a deficit in net tangible assets of RM5,160.00.

    3. Salient features of the Shareholders’ Agreement ("SA")
      (a) Upon execution of the SA, JK, LSK, LKL and NWC shall subscribe for the new shares in IT BizFlow at par as follows :-
          JK 300,000 shares
          LSK 100,000 shares
          LKL 49,999 shares
          NWC 49,999 shares

      (b) The Proposed Subscription shall be completed within 30 days from the date of the SA.
      (c) In the event that LKL and NWC shall have achieved the pre-agreed targets within the period of twelve (12) months as set at the first meeting of the Directors after completion of the Agreement, LKL and NWC shall have an option to purchase from JK its up to ten per cent (10%) of the issued shares in IT BizFlow at par value.
      (d) In order to reward and maintain the employee(s) of IT BizFlow, IT BizFlow may grant to eligible full-time salaried employees option(s) to subscribe for not more than ten per cent (10%) of IT BizFlow’s issued shares under the Employees’ Share Option Scheme ("ESOS") to be approved by the shareholders of IT BizFlow and/or relevant authorities at RM1.00 per share or any other value to be fixed thereof by IT BizFlow and/or relevant authorities. The shares issued from the exercise of the option under ESOS will rank pari passu in all respects with the existing issued and paid-up ordinary shares of IT BizFlow.
      (e) JK shall have an option to transfer part of the shares it holds up to twenty per cent (20%) of the issued shares of IT BizFlow to any party or parties it deems appropriate.

    4. Prospects and risk factors of IT BizFlow
      In the long run, the Board of Directors believes that the business of IT BizFlow will contribute positively to the JK Group results in view of the good prospects of the technology industry.
      The key risk factors that may affect IT BizFlow future profitability include dependence on key personnel, competition, technological risk and regulatory risks.
    5. As mentioned in section 3 of the KLSE announcement dated 25 July 2003, the issued and paid-up capital of IT BizFlow shall increase to RM500,000 upon completion of the subscription by JK, LKL, NWC and LSK of the new shares pursuant to the SA.


    This announcement is dated 29 July 2003.

Query Letter Contents :


We refer to your Company's announcement dated 25 July 2003, in respect of the
aforesaid matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
1) How the issue price for the 300,000 new ordinary shares in IT Bizflow was
arrived at;
2) Net profits and net tangible assets of IT Bizflow based on its latest
audited accounts;
3) Salient features of the Shareholders' Agreement;
4) The prospects and risk factors of IT Bizflow; and
5) The eventual issued and paid-up capital of IT Bizflow.

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)

Announcement Info

Company NameJUAN KUANG (M) INDUSTRIAL BERHAD  
Stock Name JUAN    
Date Announced29 Jul 2003  
CategoryGeneral Announcement
Reference NoJK-030729-35125

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