Type Announcement Subject DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) INTENTION TO DEAL DURING CLOSED PERIOD Description HARVEST COURT INDUSTRIES BERHAD (“HCIB” or “the Company”) - Notification of Intention to Deal in Securities of Harvest Court Industries Berhad During Closed Period
Pursuant to Paragraph 14.08(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce that Datuk Raymond Chan Boon Siew, the Chief Executive Director of the Company has given notice of his intention to deal in the securities of the Company during the closed period. The closed period is in relation to the announcement of the Company's results for the second quarter ended 30 June 2014. The existing interest of Datuk Raymond Chan Boon Siew in the securities of the Company are detailed as follows:-
Types of Securities Direct Indirect No. of Share % No. of Share %
Reference is made to the Company’s announcements made on 23 July 2014 and 7 August 2014 pertaining to the above matter.
The Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce that subsequent to Zenith City Investments Limited & Syawaras Sdn Bhd’s undertaking to the Court on 6 August 2014 that they will not convene and/or hold the EGM on 8 August 2014, the Company made an oral application to withdraw its Originating Summons No.: 24NCC-244-07/2014 on 11 August 2014 and the Defendants have no objection to the same. The High Court allowed the withdrawal and proceeded to strike out the Company’s Originating Summons with no order as to costs.
MATERIAL LITIGATION HARVEST COURT INDUSTRIES BERHAD (“HCIB” or “the Company”) - Kuala Lumpur High Court Suite No. : 24NCC-258-07/2014 Syawaras Sdn Bhd vs Harvest Court Industries Berhad & 7 Others
HARVEST COURT INDUSTRIES BHD
Type Announcement Subject MATERIAL LITIGATION Description HARVEST COURT INDUSTRIES BERHAD (“HCIB” or “the Company”) - Kuala Lumpur High Court Suite No. : 24NCC-258-07/2014 Syawaras Sdn Bhd vs Harvest Court Industries Berhad & 7 Others
(1) Date of presentation of the Originating Summons and Notice of Application
The Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce that on 11 August 2014, the Company has received the sealed copy of the Originating Summons dated 30 July 2014 and Notice of Application dated 31 July 2014 from Messrs. Wong Kian Kheong, the solicitors for Syawaras Sdn Bhd (“Plaintiff”). The Originating Summons and Notice of Application have been fixed for hearing on 13 August 2014 at Kuala Lumpur High Court.
(2) The particulars of the claim under the Originating Summons and Notice of Application, including the amount claimed for and the interest rate
Pursuant to the Originating Summons and Notice of Application, the Plaintiff informed that they had on 8 July 2014 lodged a complaint to Suruhanjaya Syarikat Malaysia (“SSM”) and requested SSM to investigate the Sale and Purchase Agreement (“SPA”) entered between Dato’ Lim Thiam Huat ("the Vendor") and the Company on 19 June 2014 as the Plaintiff is alleging that the Board of Directors of the Company at the material time was not acting in good faith and in the best interest of the Company during the process of finalising the said transaction. In view of this, the Plaintiff’s claims included the following :-
i) An order to prohibit the Company to implement and/or resolve the SPA until :-
a) the conclusion of the investigation from SSM; and
b) decision from the Prosecutor whether any charge will be filed against the Board of Directors at the material time and the Vendor
ii) cost incurred for this application and any other cost to be paid by the Board of Directors at the material time and the Vendor; and
iii) Any other order or relief granted by the Court.
(3) Details of the default or circumstances leading to the filing of the Originating Summons and Notice of Application against HCIB
The Company had on 20 June 2014 made an announcement to Bursa Malaysia Securities Berhad (“Bursa Securities’) in relation to the SPA entered with the Vendor for the acquisition of a piece of leasehold property measuring approximately 40,480 square metres together with four (4) units of the warehouse and two (2) units of Tenaga Nasional Berhad station for a total cash consideration of RM7.5 million (“Proposed Acquisition”).
The Plaintiff is alleging that the Board of Directors of the Company at the material time was not acting in good faith and in the best interest of the Company during the process of finalising the Proposed Acquisition.
(4) The financial and operational impact of the Originating Summons and Notice of Application on the Group
The Originating Summons and Notice of Application is not expected to have any material financial and operational impact on the Group.
(5) The expected losses, if any, arising from the Originating Summons and Notice of Application
The Company is not expected to incur any further losses arising from the Originating Summons and Notice of Application.
(6) Steps taken and proposed to be taken in respect of the Originating Summons and Notice of Application
The Company is seeking the necessary legal advice to resolve and/or defend against this matter.
Further announcement on the development of the above matter will be made to Bursa Securities in due course.
Before the Board of Directors had the opportunity to consider the request, the Plaintiffs had gone ahead to advertise the Notice of EGM on newspaper on 11 July 2014 and left 4,800 copies of Notice of EGM and Circular at the Company's registered office. Therefore, the Notice of the EGM was not circulated to the shareholders.
The Company is of the view that an EGM convened under Section 145 of the Act is the sole responsibility of the shareholder to organize. There is no obligation on the Company to circulate the Notice of EGM on behalf of the Plaintiffs, given that the meeting requested is not requisitioned under Section 144 of the Act; and
iii) In view of the current on-going litigation between the Company and Zenith, Datuk Chai Woon Chet & 32 others (collectively as “Defendants”) as the Defendants have together acted in concert to breach Section 9(1) of the Malaysian Code on Take Overs and Mergers 2010 (“the Code”) for their failure to make a mandatory general offer to the Company’s shareholders. The litigation was announced by the Company on 14 July 2014.
Further to that, the Company has also filed an action against the Plaintiffs vide Kuala Lumpur High Court Originating Summons No.: 24NCC-244-07/2014 for a declaration that the Notice of EGM dated 11 July 2014 is invalid and/or defective, and an application to injunct and restrain the holding of the EGM on 8 August 2014. The above application was fixed for hearing at the Kuala Lumpur High Court on 6 August 2014. At the hearing held on 6 August 2014, the Plaintiffs gave an undertaking to the Court that they will not convene and/or hold the EGM on 8 August 2014 pursuant to their Notice of EGM dated 11 July 2014.
The Plaintiffs is alleging that the proposed EGM was impracticable to call due to the Company’s failure to provide the ROD as requested by the Plaintiffs. In view of this, the Plaintiffs filed this Originating Summons to have an EGM convened by the Court for the purposes of passing the Resolutions under Section 150 of the Act.
(4) The financial and operational impact of the Originating Summons on the Group
The Originating Summons is not expected to have any material financial and operational impact on the Group.
(5) The expected losses, if any, arising from the Originating Summons
The Company is not expected to incur any further losses arising from the Originating Summons.
(6) Steps taken and proposed to be taken in respect of the Originating Summons
At the hearing held on 13 August 2014, the Court has fixed for further case management on 19 August 2014 for the hearing of the said Originating Summons.
The Company is seeking the necessary legal advice to resolve and/or defend against this matter.
Further announcement on the development of the above matter will be made to Bursa Securities in due course.
(1) Date of presentation of the Originating Summons
The Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce that on 12 August 2014, the Company has received the sealed copy of the Originating Summons dated 30 July 2014 from Messrs. Wong Kian Kheong, the solicitors for Zenith City Investments Limited (“Zenith”) and Syawaras Sdn Bhd (“Syawaras”) (collectively as “Plaintiffs”). The Originating Summons has been fixed for hearing on 13 August 2014 at Kuala Lumpur High Court.
(2) The particulars of the claim under the Originating Summons, including the amount claimed for and the interest rate
The Plaintiffs is alleging that the Extraordinary General Meeting (“EGM”) proposed to be held on 8 August 2014 was impracticable to call due to the Company’s failure to provide the Record of Depositors (“ROD”) as requested by the Plaintiffs. In view of this, the Plaintiffs filed this Originating Summons to have an EGM convened by the Court for the purposes of passing the Resolutions under Section 150 of the Companies Act, 1965 (“the Act”).
Pursuant to the Originating Summons, the Plaintiffs’ claims included the following :-
i) An order to convene an EGM by the Company pursuant to Section 150 of the Act , to consider and if though fit, passing the following resolutions :-
Ordinary Resolution No. 1 - Removal of Director
“THAT Dato’ Mohamed Amir Abas bin Zainal Azim be and is hereby removed from office as a director of the Company, with immediate effect."
Ordinary Resolution No. 2 - Removal of Director
"THAT Ng Wai Han be and is hereby removed from office as a director of the Company, with immediate effect."
Ordinary Resolution No.3 - Removal of Director
"THAT Zainuri bin Zainal be and is hereby removed from office as a director of the Company, with immediate effect."
Ordinary Resolution No.4 - Removal of Director
"THAT Woo Mun Chee be and is hereby removed from office as a director of the Company, with immediate effect."
Ordinary Resolution No. 5 -Appointment of Director
"THAT Dato' Seri Abdul Azim bin Mohd Zabidi having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect."
Ordinary Resolution No. 6- Appointment of Director
"THAT Datuk Chai Woon Chet having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect.”
Ordinary Resolution No. 7- Appointment of Director
"THAT Wong Kwai Wah having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect."
Ordinary Resolution No.8-Removal of Director(s)
"THAT if any person(s) (other than persons named in Ordinary Resolutions 5 to 7 above) is appointed as a director of the Company at any time from 1 July 2014 up to and including the time of the conclusion of this Extraordinary General Meeting (including any adjournment thereof), each such person be and is here removed from office as a director of the Company, with immediate effect."
Yeah true... rubbish. The way this share is trade...... limit up limit up like crazy last time without thinking about how they could maintain the price...... is just a clear indication that those behind is just not too smart in investing/ do business
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
bjgdila123
3,470 posts
Posted by bjgdila123 > 2014-08-08 09:46 | Report Abuse
masuk masuk.....ada jelas beritanya,,,,