Bursa Announcements

Transactions (Chapter 10 Of Listing Requirements):Recurrent Related Party Transactions

BackMar 25, 2014
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
Description Pursuant to paragraph 10.09(1) of the of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 December 2013 to 28 February 2014 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature.

Introduction

Pursuant to paragraph 10.09(1) of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 December 2013 to 28 February 2014 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature (“RRPTs”) with the following related party:- 

 

No.

Transacting parties

Subsidiary companies within the Group

Nature of transactions

Interested

parties and nature of relationship

Amount transacted

 RM’000

1.

Bonia International Holdings Pte Ltd

Active World Pte Ltd

Payment of Bonia,  Carlo Rino and Sembonia trademarks royalties

 

 

Note 1

20

2.

BIH Franchising Ltd

Daily Frontier Sdn Bhd

CB Marketing Sdn Bhd

Banyan Sutera Sdn Bhd

SBL Marketing Sdn Bhd

SB Directions Sdn Bhd

Vista Assets Sdn Bhd

CRV Sdn Bhd

De Marts Marketing Sdn Bhd

Dominion Directions Sdn Bhd

Galaxy Hallmark Sdn Bhd

Eclat World Sdn Bhd

SBFW Marketing Sdn Bhd

SB International Sdn Bhd

CRL Marketing Sdn Bhd

CRF Marketing Sdn Bhd

CR Boutique Sdn Bhd

SBA Marketing Sdn Bhd

 

 

Payment of Bonia,  Carlo Rino and Sembonia trademarks royalties

 

 

Note 2

701

3.

 

 

Long Bow Manufacturing (S) Pte Ltd

 

 

Active World Pte Ltd

Jetbest Enterprise Pte Ltd

Payment of office  rental

 

 

Note 3

351

 

 

 

 

 

 

 

 

Total

 

 

1,072

 

Notes:

1         Mr Chiang Sang Sem is a director and major shareholder of Bonia International Holdings Pte Ltd holding 60% equity interest. He is also the major shareholder and director of the Company.

 

2         Mr Chiang Sang Sem is the major shareholder of BIH Franchising Ltd holding 100% equity interest. He is also a major shareholder and director of the Company.

 

3         Mr Chiang Sang Sem is a director and major shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 83.92% equity interest. His brother, Mr Chiang Boon Tian is also a director and shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 13.58% equity interest.  Mr Chiang Sang Sem is also the major shareholder and director of the Company.

 

The above amount of which by way of aggregation, has exceeded the prescribed limit of RM1 million in respect of recurrent transactions entered into by the Group and its subsidiary companies with related party from 1 December 2013 to 28 February 2014.

 

Nature of RRPTs

The RRPTs entered into by the Group and their subsidiary companies are in the ordinary course of business and are of revenue and trading in nature. These transactions are made on an arm's length basis and on normal commercial terms. These transactions are also not prejudicial to the interest of the shareholders and not more favorable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders.


Rationale for the transactions

The principal activities of Bonia are primarily an investment holding and management company. Its subsidiaries are principally involved in designing, manufacturing, promoting, marketing, import and export of fashionable leather goods, accessories, apparel, ladies and men’s footwear.

Bonia International Holdings Pte Ltd and BIH Franchising Ltd are the Licensor and Master Licensee for Bonia, Carlo Rino and Sembonia trademarks for territories outside Malaysia and Singapore respectively. Sales by the subsidiary companies derived from territories outside Malaysia and Singapore are subject to royalties’ payment to the Licensor or the Master Licensee. The royalties are calculated based on percentage of the sales derived from the respective territories as per the licensing or sublicensing agreements. The Licensor and Master Licensee will only raise debit notes for the royalties’ payable by our subsidiary companies upon confirmation of sales by the respective subsidiaries.  Due to the administrative procedures from the time we retrieve the sales from our overseas outlets until the issuing of debit notes by the trademark owner, time delay between the last transacted date and the date of announcement is expected.

Active World Pte Ltd and Jetbest Enterprise Pte Ltd are renting the office space from Long Bow Manufacturing (S) Pte Ltd as its corporate office, showroom and warehouse in Singapore. Thus, there is a payment of office rental for renting of the premises. The payment of office rental by Active World Pte Ltd and Jetbest Enterprise Pte Ltd to Long Bow Manufacturing (S) Pte Ltd for renting of the office space in Singapore is on monthly basis.


Details of the transaction prices

The transactions, which are in the ordinary course of the Bonia Group’s business, are undertaken at the prevailing prices or market rates and are based on usual commercial terms not more favorable to the related party than those generally available to the public, or otherwise in accordance with the applicable industry norms. Where there is no market value for a particular transaction, the transaction will be on a willing buyer willing seller basis or the nearest equivalent.  

 

The effect of the transactions on the earnings per share and net assets per share of Bonia 

The transactions have no material effect to the earnings per share and net assets per share of Bonia.

 

Whether the transactions are subject to the approval of shareholders and the relevant government authorities 

The RRPTs do not require any approval from shareholders and relevant government authorities. 

 

Statement by Audit Committee

The Audit Committee has reviewed the RRPTs, and having considered all aspects of the RRPTs, the Audit Committee was of the view that the RRPTs are established under normal commercial terms and are in the best interest of the Company and not to the detriment of the minority shareholders.

 

Statement by Directors

Save for Mr Chiang Sang Sem, who is an interested Director to the RRPTs and has abstained from deliberations on the RRPTs, the Board of Directors of Bonia, have considered all aspects of the transactions and is of the opinion that the transactions are established under normal commercial terms and are in the best interest of the Company and not to the detriment of the minority shareholders.


This announcement is dated 25 March 2014.

 


Announcement Info

Company Name BONIA CORPORATION BERHAD  
Stock Name BONIA    
Date Announced 25 Mar 2014  
Category General Announcement
Reference No BC-140325-63855