Rhong Khen International Berhad - Company Announcements

Appointment of Special Administrator for Preslite Australia Pty Ltd ("Preslite")

Amended Announcements
Please refer to the earlier announcement reference number: CU-001219-43529

AUTOINDUSTRIES VENTURES BERHAD

Type	Reply to query
Reply to Query Letter by KLSE reference ID	MN-001214-29142
Subject	Appointment of Special Administrator for Preslite Australia Pty Ltd ("Preslite")

1. The terms of reference of the Voluntary Administrator are as follows :-

A) Property

Arising from the administration of the Company, control of its business, property and affairs now rests with the Administrator and the Company cannot dispose of property without the Administrator's permission (Sections 437A and 437D).

Property includes any cash at bank held by the Company. The Officers of the Company are required to disclose to the Administrator details of all such property, failure or refusal to do so is an offence (refer Offences below).

B) Statement about the Company's business, property, affairs and financial circumstances

The Officers of the Company are required, within seven (7) days from the date of the Administrator's appointment to prepare and submit to the Administrator a report about the Company's business, property, affairs and financial circumstances (Section 438B(2)). Companies Form 507 Report as to Affairs has been prescribed for this purpose.

C) Directors' powers

The powers of directors are suspended on the appointment of an Administrator except so far as the Administrator gives written approval otherwise (Section 437C).

Any transfer of shares in the Company or alteration in the status of any of its members made during the period of administration is void, except so far as the Court otherwise orders (Section 437F).

D) Business dealings

Without the Administrator's sanction or that of the Administrator's nominee(s) the Officer of the Company must not or permit anyone else to :

i) Place any orders for goods or services;
ii) Accept delivery of any goods or services;
iii) Supply any services to any customers;
iv) Supply or despatch goods to any customers;
v) Enter into any commitments with suppliers or customers;
vi) Incur any debts or liabilities in the name of the Company;
vii) Make any representations or promises on behalf of the Company; or
viii) Make any compromise or arrangement with any debtors or creditors of the Company, including the allowance of any set-offs.

The expression "(Administrators Appointed)" must be set out after the name of the Corporation where it first appears, on every business letter, statement of account, invoice, order for goods, order for services, official notice, publication, bill of exchange, promissory note, cheque or other negotiable instrument, endorsement on, or order in, a bill of exchange, promissory note, cheque or any other negotiable instrument, receipt and letter of credit of, or purporting to be issued or signed by or on behalf of, the Company (Section 450E).

E) Co-operation and disclosure

In addition to the aforementioned matters the Officers of the Company are required to (Section 438B):

(a) Deliver up to the Administrator all property of the Company in the Officers' custody or control, and all books belonging to the Company in the Officers' custody or control;

(b) Inform the Administrator of the whereabouts of any other books relating to the Company.

(c) Attend to the Administrator, at such times, and give the Administrator such information about the Company's business, property, affairs and financial circumstances as the Administrator may reasonably require.

(d) Supply details of any assets on the Company's premises or in its possession which are not the Company's property or of any assets which may be subject to reservation of title clauses.

F) Meetings with creditors

There are two meetings of creditors which are held during the administration.

The purpose of the first meeting of crefitors is to determine whether or not to appoint a committee of creditors and, if so, who are to be the committee's members. This meeting must be held within 5 business days after the administration begins. At this meeting the Company's creditors may also, by resolution, remove the Administrator from office and appoint someone else as the Administrator of the Company.

The purpose of the second meeting of creditors is to decide the Company's future. At this meeting, the creditors may resolve :-

(a) that the Company execute a deed of Company arrangement; or
(b) that the administration should end; or
(c) that the Company be wound up.

G) Offences

It is an offence to fail to comply with any of the matters set out in Section 438B, namely:

(i) Fail to deliver to the Administrator all books in the director's possession that relate to the Company, other than books that the director is entitled as against the Company and the Administrator to retain.

ii) If the Director knows where other books relating to the Company are, fail to tell the Administrator where those books are.

iii) If, within 7 days after the administration of a Company begins or such longer periods as the Administrator allows, the Directors fail to give to the Administrator a statement about the Company's business, property, affairs and financial circumstances.

iv) If a Director of a Company under administration fails to :

(a) attend on the Administrator at such times; and
(b) give the Administrator such information about the Company's business, property, affairs and financial circumstances;

as the Administrator reasonably requires.

Penalty AUD5,000 or 1 year imprisonment or both.

Section 437D is contravened if an officer of the Company, who, without the written authorisation of the Administrator:

(a) purports to enter into a transaction on the Company's behalf; or

(b) was in any other way, by act or omission, directly, or indirectly, knowingly concerned in, or party to, the transaction or dealing.

Penalty AUD2,500 or 6 months imprisonment or both.

2. Arising from the appointment of the Voluntary Administrator, all financial support from Malaysia will cease to be remitted. As such, Preslite will now have to continue it's operations under the Voluntary Administrator.

The advances to Preslite from Autoindustries Ventures Berhad amounting to AUD 3,189,227 may not be fully recoverable in cash despite total current assets exceeds the total current liabilities for the fact that liquid assets are just sufficient to cover the current liabilities.

As advances are not recoverable in cash, Autoindustries Ventures Berhad has to extend the utilisation of its trade facilities to a longer term.

However, in anticipation of approval by the Voluntary Administrator for plant and equipment, toolings and inventories being transferred to Malaysia, for settlement of such advances, it will provide the Group the following opportunity :-

i) Saving in cost of wiper motors, which are now purchased from Korea by enabling the Malaysian Operations to assemble in-house instead of buying complete built-up units (CBU).

ii) Saving in cost of window regulator motors, which are now purchased from Korea by enabling the Malaysian Operations to assemble in-house instead of buying CBU.

iii) Expand market into industrial motors.

iv) Enable the Malaysian Operations to become a system integrator for wipers and window regulators.

These benefits would only be realised after six (6) months of transfer.

3. Effect on the net tangible assets per share and earnings per share of the Group based on figures as at 30 September 2000 :-

Group
Before After

Net tangible assets per share 0.52 0.54
Earnings per share (0.33) (0.31)

(Note: Between October to November 2000, a further AUD950,000 was advanced to Preslite)

4. From the total investment of RM13.6 million as at 30th September 2000, the unrecovered cost is anticipated to be about RM7.6 million. The advances made after September 2000 are expected to be recoverable.

5. The continuity of business operations of Preslite would depend on the advice of the Voluntary Administrator.

As informed on 14 December 2000 to the Kuala Lumpur Stock Exchange (KLSE), we were unable to reply to KLSE's query dated 14 December 2000 immediately as the Managing Director of the Company was away overseas.

Thank you.

Query Letter Contents :

We refer to your Company's announcement dated 13 December 2000 in respect of
the aforesaid matter.
In this connection, kindly furnish the Exchange immediately with the following
additional information for public release:-
1. The terms of reference of the Voluntary Administrator.
2. The financial and operational impact on Preslite and the Group arising from
the aforesaid appointment.
3. The effect on the net tangible assets per share and earnings per share of
the Group.
4. The expected losses, if any, arising from the aforesaid appointment.
5. Whether Preslite's business operations would continue undisrupted.

Yours faithfully

TAN YEW ENG
Senior Manager, Listing Operations
YYT/LMN
copy to:- Securities Commission (via fax)

Announcement Info

Company Name	AUTOINDUSTRIES VENTURES BERHAD
Stock Name	AUTOVEN
Date Announced	19 Dec 2000
Category	General Announcement
Reference No	CS-001219-67739