| Type: | Announcement |
| Subject: | EWEIN BERHAD (“EWEIN” OR THE “COMPANY”) SUBSCRIPTION OF 998 ORDINARY SHARES OF RM1.00 EACH, REPRESENTING 99.8% EQUITY INTEREST IN TEKUN INNOVASI SDN. BHD. (“TISB”) FOR A TOTAL CASH CONSIDERATION OF RM998.00 ONLY |
| Contents: | The Board of Directors of EWEIN is pleased to announce that EWEIN had on 30 December 2008 entered into a Subscription Agreement (“Subscription Agreement”) to subscribe 998 ordinary shares of RM1.00 each in TISB (“Subscription Shares”) for a total cash consideration of RM998.00 only (“Consideration”). After the subscription, EWEIN will have 99.8% equity interest in TISB and thus TISB shall become a subsidiary of EWEIN. |
| Announcement Details : |
1. INTRODUCTION
The Board of Directors of EWEIN is pleased to announce that EWEIN had on 30 December 2008 entered into a Subscription Agreement (“Subscription Agreement”) to subscribe 998 ordinary shares of RM1.00 each in TISB (“Subscription Shares”) for a total cash consideration of RM998.00 only (“Consideration”). After the subscription, EWEIN will have 99.8% equity interest in TISB and thus TISB shall become a subsidiary of EWEIN.
2. INFORMATION ON BPSB
TISB was incorporated in Malaysia under the Companies Act, 1965 on 29 November 2006 as a private limited company with an authorised share capital of RM100,000.00 ordinary shares of RM1.00 each of which 2 ordinary shares have been issued and fully paid up.
TISB’s principal business is the manufacture of sheet metal fabricated products and parts thereof.
TISB has been granted Pioneer Status under the Promotion of Investments Act 1986 by the Malaysian Industrial Development Authority on 20 October 2008 for the manufacture of sheet metal fabricated products and parts thereof.
The present directors and shareholders of TISB are Ms. Lau Yoke Leng and Ms. Chew Siew Cheng. After the subscription, the directors in TISB are Ms. Lau Yoke Leng, Ms. Chew Siew Cheng, Dato’ Ewe Swee Kheng and Mr. Chuah Poh Lim. The new shareholders in TISB are as follows -
| No. | Name of shareholders | Number of ordinary shares | Rate |
| 1 | Lau Yoke Leng | 1 | 0.1% |
| 2 | Chew Siew Cheng | 1 | 0.1% |
| 3 | EWEIN | 998 | 99.8% |
| Total | 1,000 | 100% | |
3. SALIENT TERMS OF THE SHARE SALE AGREEMENT
The salient details of the Subscription Agreement are as follows:-
4. FINANCIAL EFFECTS OF THE ACQUISITION
The subscription of TISB shares will not have any material effect on EWEIN’s earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings for the financial year ending 31 December 2008.
5. Source of Funding and Liabilities to be Assumed by EWEIN
The subscription will be financed through internally generated funds and there are no liabilities to be assumed by EWEIN arising from the subscription.
6. APPROVALS REQUIRED
The subscription of TISB shares is not subject to the approval of the shareholders of EWEIN or any relevant government authorities.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the directors and/or major shareholders and/or persons connected with a director or major shareholder of EWEIN and/or persons connected with them have any interest, either direct or indirect in this subscription.
8. RATIONALE FOR THE ACQUISITION
The subscription is to enable EWEIN Group to expand its business of manufacture of sheet metal fabricated products and parts thereof.
The Board expects the subscription to contribute positively to the financial results of EWEIN Group in the long run.
9. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of EWEIN, after taking into consideration of the rationale for the subscription, is of the opinion that the subscription is a good investment opportunity and is in the best interest of EWEIN.
10. PROSPECTS
The subscription is expected to contribute to the future earnings of EWEIN as TISB has been granted pioneer status for the manufacture of sheet metal fabricated products and parts thereof. Barring any unforeseen circumstances, this investment should eventually enhance shareholders value.
11. RISK FACTORS
The investment in TISB shares is subject to various risks inherent in the industry especially the global financial meltdown which has resulted in a severe slow down in global economy. This will affect demand until the economic recovery.
12. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES
The subscription has not departed from the Securities Commission’s Policies and Guidelines on Issue/Offer of Securities.
13. DOCUMENTS FOR INSPECTION
The Subscription Agreement is available for inspection by the shareholders of EWEIN at the registered office of EWEIN at 51-8-B, Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang during office hours from Mondays to Fridays (except public holidays).
This announcement is dated 30 December 2008.