1. INTRODUCTION
The Board of Directors of TMS is pleased to announce that the Company has on 9 December 2013 entered into a Joint-Venture and Shareholders’ Agreement (“JV Agreement”) with ShenZhen Blephone Technology Co., Ltd. (Company no. 440301104783083) having its principal business address at Room 403 & 404, Block B, Digital Building, Garden City, No. 1079, Nan Hai Road, Nan Shan District, Shen Zhen, China (“Lephone”) (“Proposed Joint Venture”).
TMS and Lephone, collectively be referred as the “Parties”.
The scope of the JV Agreement is as follows:-
(1) The Parties have decided to form a company (“the Proposed JV Company”) in Malaysia to distribute all products of Lephone (the “Business”). All payment terms in regards to the sale of the products of Lephone to the Proposed JV Company shall be on agreed terms between the Parties.
(2) Subject to the terms and conditions set out in the JV Agreement and the Schedules, the Parties are desirous of incorporating a company in Malaysia to be named “Lephone Asean Sdn. Bhd.”, to carry on the Business. The Proposed JV Company shall have an initial authorised share capital of RM500,000.00 divided into 500,000 ordinary shares of RM1.00 each.
2. DETAILS OF THE PROPOSED JOINT VENTURE
2.1 The Salient Terms of the JV Agreement
Board of Directors and Executive Committee of the Proposed JV Company
Unless otherwise agreed, during the currency of this Agreement the number of Directors of the Board of the Company (hereinafter referred to as "the Board") shall be two (2) or such other number as the Parties may mutually agree. Each of the Parties shall be entitled to appoint up to such respective number of Directors to the Board as follows. Provided that in the event that the Parties shall cease to hold shares in the agreed proportion, the composition of the Board shall at all times proportionately reflect the respective proportionate shareholdings of the Parties (as nearly as possible) in the capital of the Proposed JV Company:-
(i) one (1) director to be appointed by TMS;
(ii) one (1 ) director to be appointed by Lephone; and
(iii) a Managing Director of the Proposed JV Company shall be agreed and appointed by TMS and Lephone.
Termination
Any of the Parties shall be entitled to terminate this JV Agreement immediately by notice in writing to the other Parties if any of the events set out below shall occur. The said events are:‑
(i) if any other Party shall commit any material breach of any of his obligations under this JV Agreement and shall fail to remedy such breach (if capable of remedy) within sixty (60) days after being given notice by any other Party giving notice so to do; or
(ii) if any other Shareholder (whether nominee or otherwise) who is a corporation shall go into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation) or if any other Party shall have an administrator or judicial manager or other like officer appointed or if a receiver or manager shall be appointed over any part of the assets or undertaking of any other Party.
2.2 Information on TMS
TMS was incorporated in Malaysia on 9 April 1996 under the Companies Act, 1965 as a private limited company and is principally engaged in the business of research and development and marketing of computer software and the provision of system networking support.
TMS has an authorised share capital of RM500,000,000 and issued and fully paid up share capital of RM87,018,289 comprising 870,182,890 ordinary shares of RM0.10 each.
2.3 Information on LEPHONE
Lephone was incorporated in the Republic of China on 1 July 2010 as a private limited company. It has an authorised share capital of RMB20,000,000 and issued and fully paid up share capital of RMB20,000,000.
Lephone is principally engaged in the business of research and development, manufacturing, processing, channel marketing, brand management and trading in information communication technology products, for example smart devices and its accessories.
The Director of Lephone is Huang Ming Quan.
The shareholder of Lephone is Huang Ming Quan.
3. JUSTIFICATION AND BASIS OF ARRIVING AT THE SHARES CONSIDERATION/ INFORMARTION ON THE ASSETS
3.1 Information on the Assets
The Parties agreed and shall pay a total sum of RM500,000.00 to the Proposed JV Company as subscription monies for the Shares set out below to be allotted and issued to the Parties respectively in the agreed proportion and the Parties shall cause the Proposed JV Company to allot 255,000 Shares to TMS, and 245,000 Shares to Lephone upon the terms and conditions contained in the JV Agreement:-
Shareholders
| No. of shares
to be Subscribed
| Share Capital of
the Proposed
JV Company
| Resultant % shareholding in the Proposed JV Company
|
TMS
|
255,000
|
RM255,000.00
|
51%
|
Lephone
|
245,000
|
RM245,000.00
|
49%
|
The eventual issued and paid up capital is unable to ascertain at this juncture as it depends on the level of expansion of the Business of the Proposed JV Company.
3.2 Source of Funding
The subscription monies for the shares in the Proposed JV Company by TMS stated above will be satisfied wholly by internal generated funds.
3.3 Liabilities to be assumed
There are no liabilities including contingent liabilities and guarantees to be assumed by TMS arising from the Proposed Joint Venture.
4. RATIONALE FOR THE PROPOSED JOINT VENTURE
The Proposed Joint Venture is expected to synergise and expand the IT and ICT division business. The Board is of the view that currently there are strong market needs towards smart gadget and other related ICT devices. This is a good opportunities to explore in the IT and ICT segment. Lephone has six international mobile phone brands, namely Lephone, Lesun, Lecom, Goldial, Coomax and lephone乐丰, in which it combines professional research, development, manufacturing, processing, channel marketing and brand management together. The Proposed Joint Venture offers the following advantages to TMS:-
(i) TMS has become local vendor of Lephone therefore would have more market control and pricing competitiveness towards the local market.
(ii) Localization or customisation of products which able to meet local customer’s needs.
(iii) There are good after-sale service support to provide the most convenient and efficient after-sale service to customers through the Proposed JV Company.
5. PROSPECTS
In view of the above, the Proposed Joint Venture is expected to contribute positively to the future financial performance of TMS Group.
6. RISK FACTORS
The Board does not foresee any new material risk factors arising from the Proposed Joint Venture apart from various risks factors in the Group’s current operations.
7. FINANCIAL EFFECTS
7.1 Issued and Paid-Up Capital and Substantial Shareholders’ Shareholdings
The Proposed Joint Venture will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of TMS as it does not involve issuance of new shares.
7.2 Earnings, Net Assets and Gearing
The Proposed Joint Venture will not have any material effect on the earnings, net assets and gearing of the Group for the financial year ending 31 December 2013. The financial effect of this JV Agreement to the TMS Group for the financial year ending 31 December 2014 could not be ascertained at this juncture.
8. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable for the Proposed Joint Venture pursuant to Rule 10.02(g) of the Listing Requirements of Bursa Malaysia Securities Berhad is 0.64% resulted from the total equity participation of TMS in the Proposed JV Company (based on eventual issued capital of the Proposed JV Company) compared with the net assets of TMS.
9. APPROVAL REQUIRED
The Proposed Joint Venture is not subject to the approval of the shareholders of TMS or any other relevant authorities.
10. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Joint Venture is expected to be completed at Kuala Lumpur, Malaysia within three (3) months from the date of this JV Agreement on a Business Day i.e. a day other than a Saturday, Sunday or public holiday in Malaysia to be agreed between the Parties.
11. DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED
None of the Directors and/or Major Shareholders of the Company and/or persons connected to the Directors and/or Major Shareholders have any interest, whether directly or indirectly, in the Proposed Joint Venture.
12. STATEMENT BY DIRECTORS
After taking into consideration all aspects of the Proposed Joint Venture, the Board is of the opinion that the Proposed Joint Venture is in the best interests of the Group.
13. DOCUMENTS FOR INSPECTION
A copy of the JV Agreement relating to the Proposed Joint Venture will be made available for inspection at the registered office of the Company at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This Announcement is dated 9 December 2013.
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发表于 8-11-2013 01:17 AM
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发表于 30-11-2013 06:58 PM
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