(i) Proposed Amendments To The Articles of Association; And (ii) Proposed General Mandate For Recurrent Related Party Transactions Of A Revenue Nature
BackSep 04, 2001
| General Announcement Reference No RP-010828-51966 |
| Company Name | : | RELIANCE PACIFIC BERHAD |
| Stock Name | : | RPB |
| Date Announced | : | 04/09/2001 |
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| Type | : | Announcement |
| Subject | : | (i) Proposed Amendments to the Articles of Association; and (ii) Proposed General Mandate for Recurrent Related Party Transactions of a Revenue Nature |
Contents :
On 28 August 2001, the Board of Directors has approved the aforesaid proposals to be tabled at the 9th AGM of the Company scheduled on 27 September 2001.
(i) Proposed Amendments to the Articles of Association
("Proposed Amendments")
The Listing Requirements require a listed company to ensure that the provision set out in Chapter 7.0 of Listing Requirements are contained in the Articles of the Company. In addition, necessary amendments are also made to the Rules of the Central Depository.
The details of the Proposed Amendments of the Company are set out in Appendix II of the Circular dated 5 September 2001.
Rationale for the Proposed Amendments
The Proposed Amendments are made to :- (i) render the Articles to contain all the provisions set out in Chapter 7 of the Listing Requirements and other provisions of the Listing Requirements; (ii) be consistent with the Rules of the Central Depository (iii) provide new provisions which are necessary to reflect current practices of the Company. Condition to the Proposed Amendments The Proposed Amendments are subject to the approval being obtained from the shareholders of the
Company at the Ninth AGM of the Company to be convened.
(ii) Proposed General Mandate On Recurrent Related Party Transactions of a revenue nature
Under Paragraph 10.09 of the Listing Requirements, a listed company may seek a general mandate in respect of Related Party Ttransactions involving recurrent transactions of revenue or trading nature which are necessary for its day-to-day operations subject to the following:-
(i) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public;
(ii) the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of recurrent related party transactions conducted pursuant to the shareholders' Proposed General Mandate during the financial year providing a breakdown of the aggregate value of the recurrent transactions made during the financial year, amongst others, based on the following information :-
(ii) the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of recurrent related party transactions conducted pursuant to the shareholders' Proposed General Mandate during the financial year providing a breakdown of the aggregate value of the recurrent transactions made during the financial year, amongst others, based on the following information :-
(a) the type of the recurrent transactions made ; and
(b) the names of the related parties involved in each type of the recurrent transactions made and their relationship with the listed issuers
(iii) interested Directors, Major Shareholders and interested persons connected with a Director or Major Shareholder; and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director of Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must also ensure that persons connected with him abstain from voting on the resolution approving the transactions.
The principal activities of the Company are investment holding and provision of management services.
Its subsidiaries are principally involved in travel services, outbound and inbound tours, coach hire, travel franchise business, worldwide travel central reservation system and other travel related services, hotel and resort development and hotel management, operation of Marina club including berthing facilities, diving and resort operation, advertising and media service, brochures and video production, marketing of computer hardware and software for business solutions, office services and administration, electronic commerce and investments in relation to electronic commerce.
The Group has before the enforcement of Paragraph 10.09 of the Listing Requirements on 1 June 2001 entered into certain Related Party Transactions in the ordinary course of business and it is anticipated that the companies within the Group would, in the ordinary course of business, continue to enter into these Related Party Transactions which are detailed below. It is likely that such transactions will occur with some degree of frequency and could arise at any time.
In view of the time sensitive, confidential and frequent nature of such Related Party Transactions, the Board is seeking shareholders' approval for the Proposed General Mandate for the Group to enter into transactions in the normal course of business with the classes of Related Parties set out below, provided such transactions are entered into at arm's length and on normal commercial terms which are no more favourable to the related party than those generally available to the public and which will not be to the detriment of the minority shareholders.
The Proposed General Mandate will take effect from the date of the Ordinary Resolution is passed by the shareholders at the forthcoming AGM and remain in effect until the conclusion of the next AGM of the Company. Thereafter, if the Board decides that the renewal of the Proposed General Mandate is desirable, shareholders' approval for such renewal will be sought at each subsequent AGM of the Company.
Its subsidiaries are principally involved in travel services, outbound and inbound tours, coach hire, travel franchise business, worldwide travel central reservation system and other travel related services, hotel and resort development and hotel management, operation of Marina club including berthing facilities, diving and resort operation, advertising and media service, brochures and video production, marketing of computer hardware and software for business solutions, office services and administration, electronic commerce and investments in relation to electronic commerce.
The Group has before the enforcement of Paragraph 10.09 of the Listing Requirements on 1 June 2001 entered into certain Related Party Transactions in the ordinary course of business and it is anticipated that the companies within the Group would, in the ordinary course of business, continue to enter into these Related Party Transactions which are detailed below. It is likely that such transactions will occur with some degree of frequency and could arise at any time.
In view of the time sensitive, confidential and frequent nature of such Related Party Transactions, the Board is seeking shareholders' approval for the Proposed General Mandate for the Group to enter into transactions in the normal course of business with the classes of Related Parties set out below, provided such transactions are entered into at arm's length and on normal commercial terms which are no more favourable to the related party than those generally available to the public and which will not be to the detriment of the minority shareholders.
The Proposed General Mandate will take effect from the date of the Ordinary Resolution is passed by the shareholders at the forthcoming AGM and remain in effect until the conclusion of the next AGM of the Company. Thereafter, if the Board decides that the renewal of the Proposed General Mandate is desirable, shareholders' approval for such renewal will be sought at each subsequent AGM of the Company.
Class and Nature of Related Party Transactions
The Directors and substantial shareholders of RPB who are deemed interested in the Related Party Transactions hold the following ordinary shares of RM1.00 each in RPB :-
| Name | Shares Held (RM'000) | % | ||
|
Direct | Indirect | Direct | Indirect |
| Dato' Gan Eng Kwong | - | 47,283 (a) | - | 48.19 |
| Datin Irene Tan | - | 47,283 (a) | - | 48.19 |
(b) Dato' Gan Eng Kwong, the Chairman of RPB is an executive non-independent director of the Company. Datin Irene Tan, the Group Chief Executive Officer of RPB is an executive non- independent director of the Company. The Proposed General Mandate would apply to transactions with Related Parties comprising of
Directors, Major Shareholders or persons connected with such Directors or Major Shareholders of RPB
and includes any person who is or was within the preceding 12 months of the date on which the terms of
the transaction were agreed upon, a Director or Major Shareholder of RPB or any other company
which is its subsidiary. Such Related Parties which provide services to RPB Group as described below
are: The Related Parties to the Proposed General Mandate and the nature of the General Transactions
contemplated are described below:
Related Parties providing services to RPB Group
| Name of Companies* | Principal Activities | Relationship | Nature of Transactions |
| Overseas incorporated companies ?Reliance Tokyo Inc. (Incorporated in Japan) ?Reliance Travel Inc. (Incorporated in USA) ?Reliance Tours (UK) Limited (Incorporated in UK) ?Reliance Holidays (Asia) Limited (Incorporated in UK) ?Reliance DMC (Canada) Inc. (Incorporated in Canada) ?Reliance Travel Pty LtdIncorporated in Australia) ?Jade Travel Limited (Incorporated in New Zealand) |
Travel Agent | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 1) |
Provision of tourism, leisure and hospitality services. |
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| Overseas incorporated companies ?Reliance Travel (Thailand) Ltd (Incorporated in Thailand) ?Reliance Holidays (Thailand) Ltd (Incorporated in Thailand) ?Reliance Travel (Hong Kong) Limited (Incorporated in Hong Kong) |
Travel Agent | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 2) |
Provision of tourism, leisure and hospitality services. |
| Overseas incorporated companies ?World.Net Services Ltd (Incorporated in Australia) |
Provision and sale of information technology and services | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 3) |
Provision of internet based travel technology- distribution & booking-solutions. |
| Malaysian incorporated companies ?Hotemart Travel Services Sdn Bhd (140146 H) |
Sale and marketing of hotel accommodations and representation of hotel chains | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of Hotel reservation facilities for hotelarrangement |
| Malaysian incorporated companies ?Relvest Management Services Sdn Bhd (100052 H) |
Provision of secretarial and management services | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of secretarial and management services |
| Malaysian incorporated companies ?Reliance College Sdn Bhd (120103 D) |
Provision of tertiary education and human resource training for the tourism industry | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of tertiary education and human resource training for the tourism industry |
RPB Group providing services to Related Parties
| Name of Companies* | Principal Activities | Relationship | Nature of Transactions |
| Overseas incorporated companies ?Reliance Tokyo Inc. (Incorporated in Japan) ?Reliance Travel Inc. (Incorporated in USA) ?Reliance Tours (UK) Limited (Incorporated in UK) ?Reliance Holidays (Asia) Limited (Incorporated in UK) ?Reliance DMC (Canada) Inc. (Incorporated in Canada) ?Reliance Travel Pty Ltd (Incorporated in Australia) ?Jade Travel Limited (Incorporated in New Zealand) |
Travel Agent | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan. (Note 1) |
Provision of tourism, leisure and hospitality services. |
| Overseas incorporated companies ?Reliance Travel (Thailand) Ltd (Incorporated in Thailand) ?Reliance Holidays (Thailand) Ltd (Incorporated in Thailand) ?Reliance Travel (Hong Kong) Limited (Incorporated in Hong Kong) |
Travel Agent | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 2) |
Provision of tourism, leisure and hospitality services. |
| Malaysian incorporated companies ?Hotemart Travel Services Sdn Bhd (140146 H) |
Sale and marketing of hotel accommodations and representation of hotel chains | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of Hotel reservation facilities for hotelarrangement |
Note 1
Diamond Heritage (S) Pte Ltd ("DH") is the major shareholder of all the companies listed in Note 1. DH is an investment holding company incorporated in Singapore.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in DH, they are deemed to be interested in the shares of the companies listed in Note 1 to the extent that DH has an interest in those companies
Diamond Heritage (S) Pte Ltd ("DH") is the major shareholder of all the companies listed in Note 1. DH is an investment holding company incorporated in Singapore.
List of Companies held by DH % shareholdings held by DH
(a) Reliance Tokyo Inc 100
(b) Reliance Travel Inc 100
(c) Reliance Tours (UK) Limited 90
(d) Reliance Holidays (Asia) Limited 95
(e) Reliance DMC (Canada) Inc 80
(f) Reliance Travel Pty Ltd 78
(g) Jade Travel Limited 49
Note 2
Sungei Mas Investment Ltd (SMI) is the major shareholder of all the companies listed in Note 2. SMI is an investment holding company incorporated in Hong Kong.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in SMI, they are deemed to be interested in the shares of the companies listed in Note 2 to the extent that SMI has an interest in those companies
List of Companies held by SMI
% shareholdings held by SMI
(a) Reliance Travel (Thailand) Limited 49
(b) Reliance Holidays (Thailand) Limited 49
(c) Reliance Travel (Hong Kong) Limited 83
Note 3
Dato' Gan Eng Kwong is a major shareholder and director of Travel World Dot Net Sdn Bhd ("TWDN"). TWDN is incorporated in Malaysia and its principal activity is investment holding . TWDN hold 23.65% shares in World.Net Services Ltd ( WNS")
By virtue of the interest of Dato' Gan Eng Kwong in TWDN , Dato' is deemed to be interested in the shares of the company listed in Note 3.
Datin Irene Tan being a connected person to Dato' Gan Eng Kwong since she is the spouse to Dato' Gan Eng Kwong is deemed interested in the shares of the company listed in Note 3 to the extent that Dato' Gan Eng Kwong has an interest in the company mentioned in Note 3.
Note 4
Reliance Interconsortium Sdn Bhd ("RI") is the major shareholder of all the companies listed in Note 4. RI is an investment holding company incorporated in Malaysia.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in RI,, they are deemed to be interested in the shares of the companies listed in Note 4 to the extent that RI has an interest in those companies
List of Companies held by RI % shareholdings held by RI
(a) Hotemart Travel Services Sdn Bhd 100
(b) Relvest Management Services Sdn Bhd 100
(c) Reliance College Sdn Bhd 60
Dato' Gan Eng Kwong and Datin Irene Tan sit on the Board of DH, SMI & RI and Dato' Gan Eng Kwong is a director of TWDN. Their direct shareholdings are as follows:-(a) Hotemart Travel Services Sdn Bhd 100
(b) Relvest Management Services Sdn Bhd 100
(c) Reliance College Sdn Bhd 60
|
DH Direct % |
SMI Direct % |
RI Direct % |
TWDN Direct % |
| Dato' Gan Eng Kwong Datin Irene Tan |
45 45 |
45 45 |
45 54 |
99 - |
Dato' Gan Eng Kwong and Datin Irene Tan do not hold any indirect shares in DH, SMI, RI and TWDN except Datin Irene Tan who is deemed interested in shares of TWDN to the extent Dato' Gan Eng Kwong has interest in shares in TWDN by virtue of Section 122(A) of the Companies Act, 1965 being the spouse to Dato' Gan Eng Kwong.
Both Dato' Gan Eng Kwong and Datin Irene Tan have abstained and will continue to abstain from Board deliberation and voting on the Proposed General Mandate in respect of their direct and/or indirect shareholdings in RPB under ordinary resolution no: 9 in the AGM on 27 September 2001. The interested directors and major shareholders undertake to ensure that persons connected with them will abstain from voting on the ordinary resolution no: 9 at the AGM on 27 September 2001.
Save as disclosed above, none of the other directors and/or major shareholders or persons connected with a director or major shareholders have any interest, directly or indirectly in the Proposed General Mandate.
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