Contents :
(1) Ahmad Zaki Sdn Bhd's ("AZSB") equity interest in KTIP prior to the Subscription and Acquisition comprised 50,000 ordinary shares of RM1.00 each representing approximately 25.0% of the issued and paid-up share capital of KTIP.
(2) There is no arrangement for the payment of the purchase consideration on a deferred basis.
(3) KTIP has not commenced operation and hence no profit or loss was reported for the year ended 31st December 1998. The net tangible assets ("NTA") of KTIP as at 31st December 1998 is RM166,755.00.
(4) The Subscription and Acquisition will not have any effect on the NTA of KTIP as the Subscription and Acquisition was satisfied wholly by cash.
(5) The Acquisition is not subject to the approval of any relevant regulatory authorities.
(6) The Subscription and Acquisition were approved by the Board of Directors of AZSB on 14th June 1999.
(7) There is no liability to be assumed by AZSB arising from the acquisition.
(8) The original cost of investment to the vendors are as follows :-
Vendor Cost of Investment Date of Original
RM Investment
Hexaway Sdn Bhd 200,000 20th July 1994
Mestika Unggul Sdn Bhd 100,000 20th July 1994
Terajumas Sdn Bhd 50,000 20th July 1994
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350,000
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(9) The Board of directors of AZRB, after careful deliberations on the Acquisition, is of the opinion that the Acquisition is in the long-term interest of the Company.
(10) Details of the vendors are as follows :-
(a) Hexaway Sdn Bhd (222067-M)
Principal activities : Dormant
Directors : 1. Raja Kamarul Bahrin Shah Ibni Raja
Ahmad Baharuddin Shah
2. Tengku Zaliha binti Sultan Ismail
Nasaruddin Shah
3. Norilah binti Mohamed Salleh
Substantial Shareholders :
1. Tengku Zaliha binti Sultan Ismail Nasaruddin Shah - 21.25%
2. Norilah binti Mohamed Salleh - 21.25%
3. Raja Kamarul Bahrin Shah Ibni Raja Ahmad
Baharuddin Shah - 57.50%
(b) Mestika Unggul Sdn Bhd (246187-P)
Principal adtivities : Investment Holding Company
Directors : 1. Dato' Abdul Rahman bin Nasir
2. To' Puan Nik Mahani binti Haji Nik
Mohd Rashid
3. Rashidah Azlin binti Dato' Abdul
Rahman
Substantial Shareholders :
1. Dato' Abdul Rahman bin Nasir - 41.66%
2. To' Puan Nik Mahani binti Haji Nik Mohd Rashid - 41.66%
3. Rashidah Azlin binti Dato' Abdul Rahman - 16.68%
(c) Terajumas Sdn Bhd (261900-U)
Principal activities: Trading and General Mercantile Agency Business
Directors : 1. Haji Hassan bin Ali
2. Rohana bte Hassan
3. Hajjah Asmah @ Fatimah bt Abdul Ghani
4. Norsiah binti Hassan
5. Khairul Nizam bin Abdul Samad
Substantial Shareholders :
1. Hajjah Asmah @ Fatimah bt Abdul Ghani - 5.00%
2. Rohana bte Hassan - 5.00%
3. Haji Hassan bin Ali - 90.00%
(11) The weighted average market price of AZRB shares for the five (5) market days prior to the transaction is approximately RM3.12 per share.