Introduction
Pursuant to paragraph 2.0 of the Practice Note 12/2001 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 July 2008 to 31 March 2009 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature 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
|
Daily Frontier Sdn Bhd
CB Marketing Sdn Bhd
Mcore Sdn Bhd
Banyan Sutera Sdn Bhd
Kin Sheng International Trading Co Ltd
Guangzhou Jia Li Bao Leather Fashion Co Ltd
Bonia (Shanghai) Commerce Limited
Active World Pte Ltd
|
Payment of Bonia, Bonia Uomo, Carlo Rino and Sembonia trademarks royalties
|
Note 1
|
957
|
2.
|
Long Bow Manufacturing (S) Pte Ltd
|
Active World Pte Ltd
|
Payment of office rental
|
Note 2
|
149
|
|
|
|
Total
|
|
1,106
|
Notes:
1 Mr Chiang Sang Sem is a director and major shareholder of Bonia International Holding Pte. Ltd. holding 60% equity interest. He is also a major shareholder and director of the Company.
2. 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 July 2008 to 31 March 2009.
Nature of RRPTs
The RRPTs entered into by the Group and its subsidiary company 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 is primarily an investment holding 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 Holding Pte Ltd is the trademark owner of the Bonia, Bonia Uomo, Carlo Rino and Sembonia brand name in territories outside Malaysia and Singapore. Sales by the subsidiary companies derived from territories outside Malaysia and Singapore are subject to royalties’ payment to the trademark owners.
Active World Pte Ltd is renting the office space from Long Bow Manufacturing (S) Pte Ltd as its corporate office, showroom and warehouse in Singapore.
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 recurrent related party transactions do not require any approval from shareholders and relevant government authorities.
Statement by Directors
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 20 April 2009.