Contents :

(i) Proposed bonus issue of 22,500,000 new ordinary shares of RM1.00 each (Shares) in SCIB on the basis of five (5) new Shares for every four (4) existing Shares held (Proposed Bonus Issue), to be capitalised from the revaluation reserve and the revenue reserve accounts of SCIB of RM7.093 million and RM15.407 million respectively. The capitalisation from the revenue reserve account does not require the approval of the SC.

(ii) Proposed renounceable rights issue of 18,000,000 new Shares in SCIB together with 18,000,000 free detachable warrants on the basis of one (1) new Share with one (1) free detachable warrant attached thereto for every one (1) existing Share held ("Proposed Rights Issue") prior to the Proposed Bonus Issue;

(iii) Proposed acquisition of Oricon Land for a total purchase consideration of RM18.5 million to be satisfied by a cash consideration of RM4.48 million and the remaining of RM14.02 million to be satisfied via the issuance of up to 9.602 million new SCIB Shares at an issue price based on the higher of the theoretical ex-all price to be determined later or RM1.46 (Proposed Acquisition); and

(iv) Proposed establishment of an ESOS of up to ten percent (10%) of the issued and paid up share capital of SCIB (Proposed ESOS).

The utilisation of proceeds from the Proposed Rights Issue which has been noted by the SC is shown in Table 1 below and is subject to the following conditions:-

i) Approval from the SC is required for any changes to the original utilisation of proceeds if the proceeds are utilised other than for the core business of SCIB;

ii) Approval from the shareholders of SCIB is required for the utilisation of proceeds as stated and also for any subsequent changes to the utilisation of proceeds that deviates by 25% or more from the original utilisation of proceeds. In the event the deviation is less than 25%, proper disclosure needs to be made to all the shareholders of SCIB;

iii) Any extension of time for the utilisation of proceeds from the initial time frame determined by SCIB needs to be approved via a clear resolution by the Board of Directors of SCIB (Board) and must be fully disclosed to the Kuala Lumpur Stock Exchange; and

iv) Proper disclosure on the status of utilisation from the Proposed Rights Issue is required to be made in the quarterly report and annual report of SCIB until the proceeds have been fully utilised.

The approval of the SC for the Proposals is also subject to the following conditions, amongst others:-

(i) SCIB providing an undertaking letter to the SC that the Company will make the best effort to ratify the buildings' extension which contravened the laws and obtain the occupation permit (OP) for the buildings without OPs and obtain the wharf licence from the relevant authorities within six (6) months from the date of the SCs approval letter;

(ii) AmMerchant/ SCIB is required to update the status of the application to the relevant authorities on the above to the SC on a monthly basis; and

(iii) AmMerchant/ SCIB is required to inform the SC on the final issue price and the number of SCIB Shares to be issued pursuant to the Proposed Acquisition.

Shareholders' approval will be sought for the Proposals at an extraordinary general meeting to be convened in due course. In addition, an announcement on the price fixing for the Proposed Rights Issue will be made once the Board has determined the Proposed Rights Issue price.

This announcement is dated 26 March 2003.

Query Letter Contents :