Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Ritamix Global Limited
利 特 米 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1936)
- ANNOUNCEMENT FOR MAJOR TRANSACTIONS IN RELATION TO INVESTMENTS IN FUNDS;
AND- CLARIFICATION ANNOUNCEMENT
INVESTMENTS IN THE USD CASH FUND
During the period from 1 June 2020 to 1 March 2021, the Company and Gladron Chemicals, an indirect wholly-owned subsidiary of the Company, made several subscriptions for and redemptions of Units of the USD Cash Fund, with an aggregate subscription amount of US$3,399,920 (equivalent to RM13,910,749) and an aggregate redemption amount of US$3,403,163 (equivalent to RM13,965,399).
INVESTMENTS IN THE MONEY MARKET FUND
During the period from 16 June 2020 to 6 April 2021, Ritamix, Gladron Chemicals and Kevon, indirect wholly-owned subsidiaries of the Company, made several subscriptions for and redemptions of Units of the Money Market Fund, with an aggregate subscription amount of RM18,000,000 and an aggregate redemption amount of RM27,277,234.
INVESTMENTS IN THE BOND FUND
During the period from 28 August 2020 to 7 April 2021, the Company, Gladron Chemicals, Ritamix and Kevon, indirect wholly-owned subsidiaries of the Company, made several subscriptions for Units of USD Hedged-class of the Bond Fund, with an aggregate subscription amount of US$6,847,043 (equivalent to RM27,418,793), and Units of RM Class of the Bond Fund, with an aggregate subscription amount of RM25,199,587, and a redemption of Units of RM Class of the Bond Fund, with a redemption amount of RM2 million.
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LISTING RULES IMPLICATIONS
As the subscriptions for Units of the Funds as disclosed above were made by the Group within a 12- month period and were all entered into with the Manager, pursuant to Rule 14.22 of the Listing Rules, the subscriptions would be aggregated as a series of transactions. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the subscriptions exceeds 25% but is less than 100%, the subscriptions (on an aggregate basis) constituted major transactions of the Company which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
As the redemptions of Units of the Funds as disclosed above were made by the Group within a 12-month period and were all entered into with the Manager, pursuant to Rule 14.22 of the Listing Rules, the redemptions would be aggregated as a series of transactions. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the redemptions exceeds 25% but is less than 75%, the redemptions (on an aggregate basis) constituted major transactions of the Company which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder nor any of their close associates has a material interest in the Funds, the subscriptions and the redemptions. As such, no Shareholder would be required to abstain from voting if the Company were to convene a general meeting for approving the subscriptions and the redemptions. As at the date of this announcement, the Controlling Shareholders, being a closely allied group of Shareholders holding 67.5% of the total issued share capital of the Company, have provided the Shareholder's written approval for the subscriptions and the redemptions pursuant to Rule 14.44 of the Listing Rules in lieu of a resolution to be passed at a general meeting of the Company. The Controlling Shareholders are Garry-Worth, Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean. Garry-Worth is owned as to 53.37% by Dato' Sri Lee Haw Yih, 20.17% by Mr. Lee Haw Hann, 20.17% by Mr. Lee Haw Shyang and 6.29% by Datin Sri Yaw Sook Kean. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are family members and have entered into the acting in concert undertaking dated 26 January 2019 confirming that they have been acting in concert in respect of all corporate matters relating to the operation of the Group and, therefore, are parties acting in concert (having the meaning as ascribed thereto in The Codes on Takeovers and Mergers and Share Buy- backs). They together control 337,500,000 Shares through Garry-Worth, representing 67.5% of the entire issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting will be convened for the purpose of considering, ratifying and approving the subscriptions and the redemptions pursuant to Rule 14.44 of the Listing Rules.
DESPATCH OF CIRCULAR
Subject to the clearance of the Stock Exchange, a circular containing, among other things, further details of the subscriptions, the redemptions and other information as required by the Listing Rules is expected to be despatched to the Shareholders for information purpose on or before 30 April 2021.
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CLARIFICATION
Reference is made to the 2020 Announcement.
The Board wishes to clarify that, as the 28 August 2020 Subscription would be aggregated with the other subscriptions for the Funds as disclosed above as a series of transactions pursuant to Rule
14.22 of the Listing Rules, the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the subscriptions exceeds 25% but is less than 100%, and therefore the 28 August 2020 Subscription will now be reclassified from a discloseable transaction to a part of the major transactions of the which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules. As disclosed above, no general meeting will be convened for the purpose of considering, ratifying and approving the 28 August 2020 Subscription pursuant to Rule 14.44 of the Listing Rules.
Save as disclosed above, all other information in the 2020 Announcement shall remain unchanged.
INVESTMENTS IN THE USD CASH FUND
During the period from 1 June 2020 to 1 March 2021, the Company and Gladron Chemicals, an indirect wholly-owned subsidiary of the Company, made several subscriptions for and redemptions of Units of the USD Cash Fund, with an aggregate subscription amount of US$3,399,920 (equivalent to RM13,910,749) and an aggregate redemption amount of US$3,403,163 (equivalent to RM13,965,399), details of which are set out below:
Subscription/ | Subscription/ | |||
redemption party | redemption date | Subscription/redemption amount | ||
The Company | 1 | June 2020 | Subscription of US$599,970 (equivalent to RM2,395,537) | |
The Company | 4 | June 2020 | Subscription of US$1,199,980 (equivalent to RM4,791,075) | |
The Company | 5 | June 2020 | Subscription of US$599,970 (equivalent to RM2,395,537) | |
Gladron Chemicals | 30 | June 2020 | Subscription of US$1,000,000 (equivalent to RM4,328,600) | |
The Company | 15 | January 2021 | Redemption of US$1,176,000 | (equivalent to RM4,791,100) |
Gladron Chemicals | 26 | January 2021 | Redemption of US$1,000,000 | (equivalent to RM4,328,600) |
The Company | 1 | March 2021 | Redemption of US$1,227,163 | (equivalent to RM4,845,699) |
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The key terms of the investments in the USD Cash Fund are summarised below:
Name of the fund: | Affin Hwang USD Cash Fund |
Manager: | Affin Hwang Asset Management Berhad |
Trustee: | Deutsche Trustees Malaysia Berhad |
Investment objective and strategy: | The investment objective of the USD Cash Fund is to provide |
investors with regular income stream and liquid access to their | |
investments | |
Asset allocation: | Minimum of 70% in debt securities, money market instruments |
and fixed deposits with maturity period of not more than one | |
year and maximum of 30% in debt securities and fixed deposits | |
with maturity period of greater than one year, but not more than | |
two years | |
Aggregate subscription amount | US$3,399,920 (equivalent to RM13,910,749) |
during the period from 1 June | |
2020 to 1 March 2021: | |
Aggregate redemption amount | US$3,403,163 (equivalent to RM13,965,399) |
during the period from 1 June | |
2020 to 1 March 2021: | |
Distribution policy: | Subject to the availability of income, the USD Cash Fund will |
distribute income on a monthly basis. Distribution, if any, | |
would be automatically reinvested based on the net asset value | |
per Unit of the USD Cash Fund | |
Term: | No fixed term |
Benchmark: | Malayan Banking Berhad Foreign Currency Account Overnight |
USD rate | |
Redemption: | Unit Holders may request to redeem their investments in the |
USD Cash Fund at any point of time by completing the | |
repurchase application form and returning it to the Manager on | |
any Business Day. Redemption payments will be made within | |
10 days from the day the repurchase request is received by the | |
Manager |
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INVESTMENTS IN THE MONEY MARKET FUND
During the period from 16 June 2020 to 6 April 2021, Ritamix, Gladron Chemicals and Kevon, indirect wholly-owned subsidiaries of the Company, made several subscriptions for and redemption of Units of the Money Market Fund, with an aggregate subscription amount of RM18,000,000 and an aggregate redemption amount of RM27,277,234, details of which are set out below:
Subscription/ | Subscription/ | ||
redemption party | redemption date | Subscription/redemption amount | |
Ritamix | 16 | June 2020 | Subscription of RM2,000,000 |
Gladron Chemicals | 9 | July 2020 | Subscription of RM1,000,000 |
Gladron Chemicals | 23 | July 2020 | Subscription of RM1,000,000 |
Ritamix | 23 | July 2020 | Subscription of RM1,000,000 |
Gladron Chemicals | 26 | August 2020 | Subscription of RM2,000,000 |
Ritamix | 3 | September 2020 | Redemption of RM1,000,000 |
Gladron Chemicals | 10 | November 2020 | Subscription of RM1,000,000 |
Ritamix | 10 | November 2020 | Subscription of RM1,000,000 |
Ritamix | 2 | December 2020 | Subscription of RM1,000,000 |
Ritamix | 14 | December 2020 | Subscription of RM1,000,000 |
Ritamix | 4 | January 2021 | Subscription of RM1,000,000 |
Kevon | 6 | January 2021 | Redemption of RM500,000 |
Gladron Chemicals | 6 | January 2021 | Redemption of RM1,000,000 |
Gladron Chemicals | 4 | February 2021 | Subscription of RM2,000,000 |
Ritamix | 4 | February 2021 | Subscription of RM3,000,000 |
Kevon | 10 | February 2021 | Subscription of RM500,000 |
Kevon | 25 | February 2021 | Redemption of RM300,000 |
Gladron Chemicals | 1 | March 2021 | Redemption of RM6,050,612 |
Ritamix | 1 | March 2021 | Redemption of RM14,148,975 |
Kevon | 1 | March 2021 | Redemption of RM2,000,000 |
Kevon | 10 | March 2021 | Subscription of RM500,000 |
Kevon | 6 | April 2021 | Redemption of RM2,277,647 |
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The key terms of the investments in the Money Market Fund are summarised below:
Name of the Bond Fund: | Affin Hwang Aiiman Money Market Fund |
Manager: | Affin Hwang Asset Management Berhad |
Trustee: | AmanahRaya Trustees Berhad |
Investment objective and strategy: | The investment objective of the Money Market Fund is to |
provide investors with short-term liquidity and income, whilst | |
maintaining capital stability in a diversified portfolio of Islamic | |
money market instruments | |
Asset allocation: | 90% to 100% in Islamic money market instruments with |
maturity of less than 365 days and up to 10% in Sukuk and | |
Islamic money market instruments with maturity of more than | |
365 days but less than 732 days | |
Aggregate subscription amount | RM18,000,000 |
during the period from 16 June | |
2020 to 6 April 2021: | |
Aggregate redemption amount | RM27,277,234 |
during the period from 16 June | |
2020 to 6 April 2021: | |
Distribution policy: | Subject to the availability of income, the Money Market Fund |
will distribute monthly income by way of cash payment or | |
reinvestment in the form of additional Units of the Money | |
Market Fund | |
Term: | No fixed term |
Benchmark: | 1-month GIA rate quoted by Malayan Banking Berhad |
Redemption: | Unit Holders may request to redeem their investments in the |
Money Market Fund by completing a transaction form and | |
returning it to the Manager at or before 2:30 p.m. on a Business | |
Day. Any repurchase request received after 2:30 p.m. will be | |
transacted on the next Business Day |
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INVESTMENTS IN THE BOND FUND
During the period from 28 August 2020 to 7 April 2021, the Company, Gladron Chemicals, Ritamix and Kevon, indirect wholly-owned subsidiaries of the Company, made several subscriptions for Units of USD Hedged-class of the Bond Fund, with an aggregate subscription amount of US$6,847,043 (equivalent to RM27,418,793), and Units of RM Class of the Bond Fund, with an aggregate subscription amount of RM25,199,587, and a redemption of Units of RM Class of the Bond Fund, with a redemption amount of RM2 million, details of which are set out below:
Subscription/ | Subscription/ | Subscription/ | Subscription/ | |
redemption party | redemption class | redemption date | redemption amount | |
The Company | USD Hedged-class | 28 August 2020 | Subscription of US$4,999,940 | |
(equivalent to RM19,925,109) | ||||
Gladron Chemicals | RM Class | 1 | March 2021 | Subscription of RM8,050,612 |
Ritamix | RM Class | 1 | March 2021 | Subscription of RM15,148,975 |
Kevon | RM Class | 1 | March 2021 | Subscription of RM2,000,000 |
The Company | USD Hedged-class | 1 | March 2021 | Subscription of US$1,527,133 |
(equivalent to RM6,193,288) | ||||
The Company | USD Hedged-class | 2 | March 2021 | Subscription of US$319,970 |
(equivalent to RM1,300,396) | ||||
Kevon | RM Class | 7 | April 2021 | Redemption of RM2,000,000 |
The key terms of the investments in the Bond Fund are summarised below:
Name of the Bond Fund: | Affin Hwang Select Bond Fund |
Manager: | Affin Hwang Asset Management Berhad |
Trustee: | HSBC (Malaysia) Trustee Berhad |
Investment objective and strategy: | The investment object of the Bond Fund is to provide investors |
with a steady income over the medium to long-term period | |
through investments primarily in bonds and other fixed income | |
securities | |
Asset allocation: | Minimum of 70% in bonds and maximum of 30% in money |
market instruments and/or deposits | |
Aggregate subscription amount | USD Hedged-class: US$6,847,043 (equivalent to RM27,418,793) |
during the period from 28 August | RM Class: RM25,199,587 |
2020 to 7 April 2021: |
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Aggregate redemption amount | RM Class: RM2,000,000 |
during the period from 28 August | |
2020 to 7 April 2021: | |
Distribution policy: | Subject to the availability of income, the Bond Fund will |
distribute income on a quarterly basis in cash payment or | |
additional Units of the Bond Fund by way of reinvestment | |
Term: | No fixed term |
Benchmark: | 12-month fixed deposit rate quoted by Malayan Banking Berhad |
Redemption: | Unit Holders may request to redeem their investments in the |
Bond Fund at any point of time by completing the repurchase | |
application form and returning it to the Manager on any | |
Business Day. Redemption payments will be made within 14 | |
days from the day the repurchase request is received by the | |
Manager |
INFORMATION OF THE USD CASH FUND, THE MONEY MARKET FUND, THE BOND FUND, THE MANAGER AND THE TRUSTEES
The USD Cash Fund is a wholesale money market fund. The Money Market Fund is an open-ended Islamic money market fund. The Bond Fund is an open-ended fixed income fund. The Funds are issued and managed in-house by the Manager. The Funds have appointed the Manager for the investment management and marketing of the fund, servicing the Unit Holders' needs, keeping proper administrative records of the Unit Holders and the Funds, and ensuring compliance with stringent internal procedures and guidelines of relevant authorities. According to the information memorandum of the USD Cash Fund dated 21 September 2015, the information memorandum of the USD Cash Fund has been lodged with the Securities Commission Malaysia. According to the prospectus of the Money Market Fund dated 3 September 2018 and the prospectus of the Bond Fund dated 18 July 2017, the Securities Commission Malaysia have authorised the Money Market Fund and the Bond Fund and the prospectuses have been registered with the Securities Commission Malaysia.
The Manager was incorporated in Malaysia on 2 May 1997 under the Companies Act 1965 (Laws of Malaysia) and began operations as an asset management firm in 2001.
The USD Cash Fund has appointed Deutsche Trustees Malaysia Berhad as the trustee and custodian of the assets of the USD Cash Fund and to safeguard the interests of the Unit Holders of the USD Cash Fund. Deutsche Trustees Malaysia Berhad is a company incorporated in Malaysia in 2007 and registered as a trust company under the Trust Companies Act 1949 (Laws of Malaysia).
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The Money Market Fund has appointed AmanahRaya Trustees Berhad as the trustee and custodian of the assets of the Money Market Fund and to safeguard the interests of the Unit Holders of the Money Market Fund. AmanahRaya Trustees Berhad is a company incorporated in Malaysia in 2007 and registered as a trust company under the Trust Companies Act 1949 (Laws of Malaysia).
The Bond Fund has appointed the HSBC (Malaysia) Trustee Berhad as the trustee and custodian of the assets of the Bond Fund and to safeguard the interests of the Unit Holders of the Bond Fund. HSBC (Malaysia) Trustee Berhad is a company incorporated in Malaysia in 1937 and registered as a trust company under the Trust Companies Act 1949 (Laws of Malaysia).
As at the date of this announcement, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Funds, the Manager, the respective trustees of the Funds and their respective ultimate beneficial owners are independent of and not connected with the Company or any connected persons (as defined under the Listing Rules) of the Company.
INFORMATION OF THE GROUP
The Company is an exempted company incorporated in the Cayman Islands with limited liability. The Group is based in Malaysia and principally engages in (i) distribution of animal feed additives and, to a lesser extent, human food ingredients; and (ii) manufacturing of animal feed additives premixes.
FINANCIAL EFFECTS OF THE REDEMPTIONS
The Group recorded an overall estimated gain of approximately RM48,000 (which was included in the overall net fair value loss on other investments) for the year ended 31 December 2020 and will record an overall estimated gain of approximately RM404,000 for the year ending 31 December 2021 from the redemptions. The overall estimated gains were calculated based on the difference between the net asset value of the Units redeemed and the carrying amount of the Units at the time of each redemption. The aforementioned financial effects are shown for illustrative purpose only and the actual gain or loss as a result of the redemptions to be recorded by the Group for the year ending 31 December 2021 is subject to review and final audit by the auditors of the Company.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS FOR THE FUNDS
The Board is of the view that reasonable and effective use of temporary idle funds will enhance the overall capital gain of the Group. The subscriptions for the Funds as disclosed above were made for treasury management purpose with a view to increasing the return on the unutilised funds of the Group and generating better investment return to the Company and its Shareholders as a whole after taking into account, among others, the level of risk and return on investment. Prior to making such subscriptions, the Group had ensured that there remains sufficient working capital for the Group's business needs, operating activities and capital expenditures even after subscribing for the Funds. The Board considers that they are conservative investments with a satisfactory expected return, acceptable risk and high liquidity, are in line with the internal risk management and treasury management of the Group, and have not caused any adverse impact on the working capital of the Group. The Directors
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consider that the terms and conditions of the subscriptions are fair and reasonable and on normal commercial terms, and the subscriptions are in the interests of the Company and its Shareholders as a whole.
As disclosed in the announcement of the Company dated 28 August 2020, the 28 August 2020 Subscription was financed by the unutilised net proceeds of the Company raised from the Listing as there had been a delay in utilisation of such net proceeds mainly due to the imposition of the Movement Control Order by the Malaysian government. In this regard, with a view to improving the efficiency of the use of the Company's temporarily available proceeds from the Listing, on the basis that the Company shall ensure that there will be no adverse impact to the utilisation of the net proceeds as planned, the Board had resolved to temporarily allocate part of the temporarily available proceeds to invest in the Bond Fund which the Board considers as a conservative investment with a satisfactory expected return, acceptable risk and high liquidity. The 28 August 2020 Subscription is expected to increase the Group's income, improve the efficiency and effectiveness of the use of the Company's temporarily available proceeds, further enhance the overall financial performance of the Group and generate better investment return to the Company and its Shareholders as a whole. The Company will redeem the 28 August 2020 Subscription at any point of time where appropriate and adhere to the expected timeline to utilise the net proceeds for the purposes set out in the section headed ''Future Plans and Use of Proceeds'' in the Company's prospectus dated 24 April 2020, subject to the Malaysian government's policy.
REASONS FOR AND BENEFITS OF THE REDEMPTIONS FROM THE FUNDS
As part of its treasury management, the Group has been closely monitoring the performance of the Funds and its cash flow position. The Directors therefore decided to dispose of part of the investments in the Funds and made the redemptions as disclosed above. The proceeds from the redemptions have been applied towards the general working capital of the Group. The Directors consider that the terms and conditions of the redemptions are fair and reasonable and on normal commercial terms, and the redemptions are in the interests of the Company and its Shareholders as a whole.
LISTING RULES IMPLICATIONS
As the subscriptions for Units of the Funds as disclosed above were made by the Group within a 12- month period and were all entered into with the Manager, pursuant to Rule 14.22 of the Listing Rules, the subscriptions would be aggregated as a series of transactions. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the subscriptions exceeds 25% but is less than 100%, the subscriptions (on an aggregate basis) constituted major transactions of the Company which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
As the redemptions of Units of the Funds as disclosed above were made by the Group within a 12- month period and were all entered into with the Manager, pursuant to Rule 14.22 of the Listing Rules, the redemptions would be aggregated as a series of transactions. As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the redemptions exceeds 25% but
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is less than 75%, the redemptions (on an aggregate basis) constituted major transactions of the Company which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules.
To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder nor any of their close associates has a material interest in the Funds, the subscriptions and the redemptions. As such, no Shareholder would be required to abstain from voting if the Company were to convene a general meeting for approving the subscriptions and the redemptions. As at the date of this announcement, the Controlling Shareholders, being a closely allied group of Shareholders holding 67.5% of the total issued share capital of the Company, have provided Shareholder's written approval for the subscriptions and the redemptions pursuant to Rule 14.44 of the Listing Rules in lieu of a resolution to be passed at a general meeting of the Company. The Controlling the Shareholders are Garry-Worth, Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean. Garry-Worth is owned as to 53.37% by Dato' Sri Lee Haw Yih, 20.17% by Mr. Lee Haw Hann, 20.17% by Mr. Lee Haw Shyang and 6.29% by Datin Sri Yaw Sook Kean. Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean are family members and have entered into the acting in concert undertaking dated 26 January 2019 confirming that they have been acting in concert in respect of all corporate matters relating to the operation of the Group and, therefore, are parties acting in concert (having the meaning as ascribed thereto in The Codes on Takeovers and Mergers and Share Buy-backs). They together control 337,500,000 Shares through Garry-Worth, representing 67.5% of the entire issued share capital of the Company as at the date of this announcement. Accordingly, no general meeting will be convened for the purpose of considering, ratifying and approving the subscriptions and the redemptions pursuant to Rule 14.44 of the Listing Rules.
DESPATCH OF CIRCULAR
Subject to the clearance of the Stock Exchange, a circular containing, among other things, further details of the subscriptions, the redemptions and other information as required by the Listing Rules is expected to be despatched to the Shareholders for information purpose on or before 30 April 2021.
RATIFICATION AND REMEDIAL ACTIONS TO BE TAKEN BY THE COMPANY
On 9 April 2021, the Board resolved to ratify and approve the subscriptions for and the redemptions of Units of the Funds as disclosed above. The Directors (including independent non-executive Directors) considered that the terms and the transactions contemplated under the subscriptions and the redemptions are fair and reasonable, on normal commercial terms, and are in the interests of the Company and the Shareholders as a whole.
The Company acknowledged that the notification and announcement and/or Shareholders' approval in respect of the subscriptions for and the redemptions of Units of the Funds as disclosed above as required under Chapter 14 of the Listing Rules had been delayed due to its inadvertent oversight. The Company would like to explain that under the current commonly adopted accounting practices in Malaysia, the financial products were regarded as cash and cash equivalents so that the Company was
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unaware that the transactions may constitute notifiable transactions. The Company would like to stress that the Group has suffered no loss in relation to the late disclosure, it had no intention to withhold any information from disclosure and the transactions would also have been approved by a written shareholders' approval pursuant to Rule 14.44 of the Listing Rules. The Company takes the incident seriously and has taken the following remedial measures to prevent the recurrence of similar incidents in the future:
- the relevant departments of the Company shall work closer to oversee and monitor the Company's on-going compliance with the Listing Rules;
- the Group has updated its internal control manual on cash and treasury management to ensure that any obligation under the Listing Rules in respect of future investments in financial products is complied with;
- the Group has strengthened the awareness on the necessity to report the acquisitions or disposals of financial products to the management by conducting an internal training session on the reporting procedures on notifiable transactions as to the requirements of the Listing Rules and to emphasise the importance of identifying such transactions prior to execution;
- the Company has enhanced its treasury policy on financial investment to regulate the investment activities made by the Group; and
- the Company will, as and when appropriate and necessary, seek its external legal or other professional advice as to any action required to be taken in relation to any proposed transactions or events in the future.
The Company will make prudent decision prior to engaging in investing activities on the principle of protecting the interests of the Company and the Shareholders as a whole.
Going forward, the Company will make such disclosure in a timely manner to ensure compliance with the Listing Rules.
CLARIFICATION
Reference is made to the 2020 Announcement.
The Board wishes to clarify that, as the 28 August 2020 Subscription would be aggregated with the other subscriptions for the Funds as disclosed above as a series of transactions pursuant to Rule 14.22 of the Listing Rules, the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in relation to the subscriptions exceeds 25% but is less than 100%, and therefore the 28 August 2020 Subscription will now be reclassified from a discloseable transaction to a part of the major transactions of the which are subject to the reporting, announcement and Shareholders' approval requirements under Chapter 14 of the Listing Rules. As disclosed above, no general meeting will be convened for the purpose of considering, ratifying and approving the 28 August 2020 Subscription pursuant to Rule 14.44 of the Listing Rules.
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Save as disclosed above, all other information in the 2020 Announcement shall remain unchanged.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following respective meanings:
''2020 Announcement'' | the announcement of the Company dated 28 August 2020 in relation to |
the investment in the Bond Fund and update on the use of proceeds | |
from the Listing | |
''28 August 2020 | the subscription for USD Hedged-class Units of the Bond Fund by the |
Subscription'' | Company on 28 August 2020 |
''Board'' | the board of Directors |
''Bond Fund'' | Affin Hwang Select Bond Fund |
''Business Day'' | a day on which the Bursa Malaysia, the stock exchange operated by |
Bursa Malaysia Securities Berhad, is open for trading | |
''close associate(s)'' | has the meaning ascribed thereto under the Listing Rules |
''Company'' | Ritamix Global Limited (利特米有限公司), an exempted company |
incorporated in the Cayman Islands with limited liability, the issued | |
Shares of which are listed on the Stock Exchange (stock code: 1936) |
''Controlling Shareholder(s)'' has the meaning ascribed thereto under the Listing Rules and in the context of this announcement, refers to Garry-Worth, Dato' Sri Lee Haw Yih, Mr. Lee Haw Hann, Mr. Lee Haw Shyang and Datin Sri Yaw Sook Kean (collectively as a group of Controlling Shareholders)
or, where the context so requires, any one of them | |
''Director(s)'' | the director(s) of the Company |
''Funds'' | the USD Cash Fund, the Money Market Fund and the Bond Fund |
''Garry-Worth'' | Garry-Worth Investment Limited, a company incorporated in the |
British Virgin Islands with limited liability on 17 September 2018 and | |
one of the Controlling Shareholders of the Company | |
''Gladron Chemicals'' | Gladron Chemicals Sdn. Bhd., formerly known as Age D'or Chemicals |
Sdn. Bhd., a company incorporated in Malaysia with limited liability | |
on 20 November 1982, and an indirect wholly-owned subsidiary of the | |
Company |
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''Group'' ''HK$'' ''Hong Kong''
''Kevon''
''Listing''
''Listing Rules'' ''Manager''
''Money Market Fund'' ''Ritamix''
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People's Republic of China
Kevon Sdn. Bhd., a company incorporated in Malaysia with limited liability on 21 June 2004, and an indirect wholly-owned subsidiary of the Company
the initial listing of the Shares in issue on the Main Board of the Stock Exchange on 13 May 2020
the Rules Governing the Listing of Securities on the Stock Exchange
Affin Hwang Asset Management Berhad, a company incorporated in Malaysia with limited liability
Affin Hwang Aiiman Money Market Fund
Ritamix Sdn. Bhd., a company incorporated in Malaysia with limited liability on 29 May 2007, and an indirect wholly-owned subsidiary of the Company
''RM''
''RM Class'' ''Share(s)''
''Shareholder(s)'' ''Stock Exchange'' ''Unit(s)''
Malaysian ringgit, the lawful currency of Malaysia
a class of the Bond Fund
ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company
holder(s) of the Share(s)
The Stock Exchange of Hong Kong Limited
means a measurement of the right or interest of a Unit Holder in the USD Cash Fund, the Money Market Fund or the Bond Fund and where multiple classes of Units are issued, means a unit of that class
''Unit Holder(s)'' | means a person/corporation registered as the holder of a Unit or Units |
''USD Cash Fund'' | Affin Hwang USD Cash Fund |
''USD Hedged-class Unit(s)'' | a class of the Bond Fund |
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''US$'' | United States dollars, the lawful currency of the United States of |
America | |
''%'' | per cent |
By order of the Board | |
Ritamix Global Limited | |
Dato' Sri Lee Haw Yih | |
Chairman and Executive Director | |
Malaysia, 9 April 2021 |
In this announcement, unless the context requires otherwise, certain amounts denominated in US$ have been translated to RM at then the prevailing exchange rate for illustration purpose only. Such conversions shall not be construed as representations that amounts in US$ were or may have been converted into RM at such rate or any other exchange rates.
As at the date of this announcement, the executive Directors are Dato' Sri Lee Haw Yih and Datin Sri Yaw Sook Kean; the non-executive Director is Mr. Lee Haw Shyang; and the independent non-executive Directors are Ms. Ng Siok Hui, Mr. Lim Chee Hoong and Mr. Lim Heng Choon.
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Ritamix Global Ltd. published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 14:29:05 UTC.