【FITTERS 9318 交流专区】辉德多元

icy97

FITTERS DIVERSIFIED BERHAD

Type	Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID	NS-130529-34509
Subject	PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN RASA ANGGUN DEVELOPMENT SDN. BHD. (“RADSB”) (COMPANY NO. 1007326-D) (“PROPOSED ACQUISITION OF RADSB”); AND POROPOSED ACQUISITION OF SUPERIOR VILLA SDN. BHD. (“SVSB”)(COMPANY NO. 869806-V) (“PROPOSED ACQUISITION OF SVSB”)
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “THE COMPANY”) PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN RASA ANGGUN DEVELOPMENT SDN. BHD. (“RADSB”) (COMPANY NO. 1007326-D) (“PROPOSED ACQUISITION OF RADSB”); AND POROPOSED ACQUISITION OF SUPERIOR VILLA SDN. BHD. (“SVSB”)(COMPANY NO. 869806-V) (“PROPOSED ACQUISITION OF SVSB”) BY FITTERS PROPERTY DEVELOPMENT SDN. BHD. (COMPANY NO. 412908-X), A SUBSIDIARY OF FITTERS
Further to the Company's announcement dated 27 May 2013 on the above subject matter, the Board of Directors of FITTERS is pleased to announce the additional information to Bursa Malaysia Securities Berhad for public release. This announcement is dated 30 May 2013.

Attachments Fitters - add info - 30 May 2013.pdf

cheeweey

不错的公司

icy97

FITTERS DIVERSIFIED BERHAD

EX-date	27/06/2013
Entitlement date	01/07/2013
Entitlement time	05:00:00 PM
Entitlement subject	Interim Dividend
Entitlement description	Distribution of dividend in specie on the basis of one (1) treasury share for every thirty (30) existing ordinary shares held in the Company, fractions of treasury shares to be disregarded
Period of interest payment	to
Financial Year End	31/12/2013
Share transfer book & register of members will be	to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no	Symphony Share Registrars Sdn. Bhd. Level 6 Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Tel No. 03-78418000
Payment date	12/07/2013
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers	01/07/2013
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Entitlement indicator	Ratio
Ratio	1 : 30

icy97

專注本地產業市場‧輝德放眼淨利增20%

大馬  2013-06-17 17:26
（吉隆坡17日訊）輝德控股（FITTERS，9318，主板貿服組）將於年杪前推出位於怡保路及萬撓的產業，同時放眼今年淨利可增長20%。

該公司董事經理拿督黃瑞意於股東大會後指出，該公司於怡保路發展的高層公寓發展值達1億2千萬令吉，進展理想，相信能夠在今年第三季推出；萬撓15英畝的發展計劃則預料在年杪推出。

暫無意拓展海外

他也表示，目前產業業務將專注於本地市場，待站穩陣腳後才考慮拓展海外。

另外，該公司2012財政年增長率繼續超越所設定的20%目標至25%，而2013財政年的目標仍然維持，且基於現有的業務，有信心公司亦將有能力達致此目標。

輝德控股於2011年為公司定下目標，寄望未來3年每年淨利增長20%。

黃瑞意也向媒體表示，公司消防安全的業務發展仍然穩定，而早前與新加坡Deluge防火公司簽署合作合併計劃的備忘錄，現階段還在進行中，預料2014年第一或第二季能有定案。

至於該公司旗下的再生能源業務，他坦言這項業務於2012年的確面對一些挫折，但目前業務已開始回升，且將於本年第三季動工興建一座等離子氣化工廠，預計2014年第二季將可投入運作，希望能有助於推動這項業務的盈利。（星洲日報／財經）

icy97

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD ("FITTERS" OR "THE COMPANY") - ACQUISITION OF 100% EQUITY INTEREST IN FITTERS PROPERTY DEVELOPMENT SDN. BHD. FROM FITTERS SDN. BHD.
The Board of Directors of FITTERS wishes to announce that the Company had on 18 June 2013 acquired 250,000 ordinary shares of RM1.00 each representing 100% equity interest in FITTERS Property Development Sdn. Bhd. ("FITTERS Property Development") from FITTERS Sdn. Bhd. ("FSB") for a total cash consideration of RM250,000-00 ("Acquisition of Shares"). Following the Acquisition of Shares, FITTERS Property Development will become a wholly-owned subsidiary of the Company. FSB is a wholly-owned subsidiary of FITTERS and is principally involved in trading and installation of fire safety materials and equipment, manufacture and assembly of fire fighting, protection and prevention systems and equipment renewable energy development. The business activity of FITTERS Property Development is property development. The Acquisition of Shares will not have any significant effect on the earnings per share or net assets per share of the FITTERS Group for the financial year ending 31 December 2013. The Acquisition of Shares is not subject to the approval of the shareholders of FITTERS. Save for Dato’ Wong Swee Yee, who is a Director and major shareholder of the Company and a Director of FITTERS Property Development and FSB, none of the Directors or persons connected to the Directors and/or major shareholders of FITTERS has any interest, direct or indirect, in the FITTERS Property Development. The highest percentage ratio applicable to the Acquisition of Shares pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.1%. This announcement is dated 18 June 2013.

icy97

ITTERS DIVERSIFIED BERHAD

Type	Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID	NM-130619-34016
Subject	(i) Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. ("Norstar") and Solid Orient Holdings Sdn. Bhd. ("Solid Orient") for the purchase of 30 acres land ("Land 1") (ii)        Sale and Purchase Agreement between Norstar and Solid Orient for the purchase of trade assets ("Trade Assets") (iii)        Sale and Purchase Agreement between Norstar and Solid Orient for the purchase of palm oil mill ("POM") (iv)        Sale and Purchase Agreement between Norstar and Future Biomass Gasification Sdn. Bhd. ("Future Biomass") for the purchase of 5 acres land ("Land 2") (v)        Sale and Purchase Agreement between Norstar and Future Biomass for the purchase of long fibre mill ("LFM") (collectively referred to as "Acquisitions")
Description	FITTERS DIVERSIFIED BERHAD ("FITTERS" or "the Company") (i) Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. and Solid Orient Holdings Sdn. Bhd. for the purchase of the land (ii)        Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. and Solid Orient Holdings Sdn. Bhd. for the purchase of trade assets (iii)        Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. and Solid Orient Holdings Sdn. Bhd. for the purchase of palm oil mill (iv)        Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. and Future Biomass Gasification Sdn. Bhd. for the purchase of the land (v)        Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. and Future Biomass Gasification Sdn. Bhd. for the purchase of dry long fibre mill
Further to the Company's announcement dated 17 June 2013 on the above subject matter, the Board of Directors of FITTERS is pleased to announce the additional information to Bursa Malaysia Securities Berhad for public release. This announcement is dated 20 June 2013.

Attachments FITTERS-Additional Info to Bursa (20.6.2013).pdf

icy97

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD ("FITTERS" or "the Company") (i) Sale and Purchase Agreement between Norstar Palm Oil Mill Sdn. Bhd. (“Norstar”) and Solid Orient Holdings Sdn. Bhd. ("Solid Orient") for the purchase of the land ("Land 1") (ii)        Sale and Purchase Agreement between Norstar and Solid Orient for the purchase of trade assets ("Trade Assets") (iii)        Sale and Purchase Agreement between Norstar and Solid Orient for the purchase of palm oil mill ("POM") (iv)        Sale and Purchase Agreement between Norstar and Future Biomass Gasification Sdn. Bhd. ("Future Biomass") for the purchase of the land ("Land 2") (v)        Sale and Purchase Agreement between Norstar and Future Biomass for the purchase of dry long fibre mill ("LFM") (Collectively referred to as "the Acquisitions")
We refer to the Company’s announcements dated 17 June 2013 and 20 June 2013 respectively on the above subject matter. The Board of Directors of FITTERS wishes to announce the additional information to Bursa Malaysia Securities Berhad for public release. This announcement is dated 5 July 2013.

Attachments FITTERS-Further Info (5.7.2013).pdf

icy97

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	OTHERS
Description	FITTERS DIVERSIFIED BERHAD ("the Company") - COMPLETION OF DISTRIBUTION OF DIVIDEND IN SPECIE
The Company had on 27 May 2013 and 14 June 2013 announced the distribution of an interim dividend in specie on the basis of one (1) treasury share for every thirty (30) existing ordinary shares held in the Company, fractions of treasury shares to be disregarded ("Distribution of Dividend In Specie"). The Company wishes to announce that for the purpose of the Distribution of Dividend In Specie a total of 9,563,964 treasury shares had been distributed on 12 July 2013 by the crediting of the 9,563,964 treasury shares into the respective CDS accounts of the entitled shareholders of the Company. Following the Distribution of Dividend In Specie, the remaining treasury shares held by the Company as at 12 July 2013 amounted to 15,337,036 treasury shares. This announcement is dated 12 July 2013.

icy97

icy97 发表于 28-5-2013 03:33 AM

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD ("FITTERS" OR "THE COMPANY") - SIGNING OF SUPPLEMENTAL AGREEMENT BETWEEN FITTERS PROPERTY DEVELOPMENT SDN. BHD. AND EBIC DEVELOPMENT SDN. BHD.
We refer to the announcements dated 27 May 2013 and 30 May 2013 on the proposed acquisition of 100% equity interest comprising 1,000,000 ordinary shares of RM1.00 each in Superior Villa Sdn. Bhd. ("SVSB") by FITTERS Property Development Sdn. Bhd. ("FPDSB" or "the Purchaser"), a wholly-owned subsidiary of the Company ("Proposed Acquisition of SVSB"). (For consistency purposes, all definitions used in this announcement shall have the same meanings as that provided in the Company's announcements made on 27 May 2013 and 30 May 2013 in relation to the Proposed Acquisition of SVSB, except where defined therein.) The Board of Directors of FITTERS wishes to announce that FPDSB and Ebic Development Sdn. Bhd. ("the Vendor") had on 15 July 2013 entered into a supplemental agreement ("Supplemental Agreement") to vary the terms of the Sale and Purchase of Shares Agreement dated 27 May 2013 ("Share Sale Agreement") in relation to the purchase price and appointment of project manager ("Proposed Variation"). Pursuant to the Supplemental Agreement, the Clause 1.1 and Clause 1.2 of the Share Sale Agreement shall be amended by replacement of the following: Clause 1.1 “Subject to the terms and conditions of this Agreement, the Vendor as legal and beneficial owner shall sell and the Purchaser shall purchase the Vendor’s entire shareholding in the Company comprising of one million (1,000,000) ordinary shares of RM1.00 each (hereinafter referred to as "the Sale Shares") representing one hundred percentum (100%) of the issued and paid up share capital of the Company to the Purchaser for a total purchase price of Ringgit Malaysia One Million (RM1,000,000.00) only (hereinafter referred to as "the Purchase Price") free from all charges, liens and encumbrance and with all rights now attached and hereafter attaching thereto upon the terms and conditions herein contained.” Clause 1.2 “1.2        The Purchase Price shall be paid by the Purchaser to the Vendor in the manner as follows: 1.2.1        a sum of Ringgit Malaysia Eight Hundred Thousand (RM800,000.00) (hereinafter referred to as "the Deposit") shall be paid in the following manner upon execution of this Agreement: 1.2.2        the balance Purchase Price of the Sale Shares amounting to Ringgit Malaysia Two Hundred Thousand (RM200,000.00) Only (“Balance Purchase Price”) shall be paid by the Purchaser to the Vendor within fourteen (14) days from the date the Company obtained the advertising permit from the relevant authority in respect of the Project or three (3) months from the date of this Agreement, whichever shall be the later (hereinafter referred to as “the Completion Date”).” Pursuant to the Proposed Variation, FPDSB and the Vendor have agreed to waive and revise the Purchase Price from Ringgit Malaysia Eight Million (RM8,000,000-00) to Ringgit Malaysia One Million (RM1,000,000-00) and in consideration of the Vendor agreeing to such waiver and revision, FPDSB agrees, on completion of the acquisition of the Sale Shares under the Share Sale Agreement: (a)        to appoint the Vendor or the Vendor’s designated affiliated company (hereinafter in such capacity and called “the Project Manager”) as the project and development manager for the management and development of the Project and cause FPDSB to enter into a project management agreement with the Project Manager as project manager incorporating the following terms as set out in item (b) below and on such other terms and conditions that the parties, FPDSB and the Project Manager shall mutually agree upon; (b)        to pay a project management fee for the project management based at two point five percent (2.5%) of the gross development value of the Project (but such project management fee to not exceed Ringgit Malaysia Four Million Five Hundred Thousand (RM4,500,000-00) payable progressively based on architect’s certification of progressive work done under the main contract to be awarded for the Project; (c)        to appoint the Vendor or the Vendor’s designated affiliate, in addition to providing project management services, to carry out the following works of an aggregate amount not exceeding Ringgit Malaysia Three Million (RM3,000,000-00) for the Project; (i)        site clearance for Ringgit Malaysia Five Hundred Thousand (RM500,000-00); (ii)        earthworks for Ringgit Malaysia Two Million (RM2,000,000-00); (iii)        drainage system for Ringgit Malaysia Five Hundred Thousand (RM500,000-00);provided that payments shall be progressively made based on architect’s or engineer’s certification of progressive work done for each of these work packages; and (d)        to cause, on completion of the Share Sale Agreement, FPDSB to award works packages not exceeding Ringgit Malaysia Eight Million (RM8,000,000-00) to the Vendor or the Vendor’s designated affiliate (hereinafter in such capacity and called “the Nominated Sub-Contractor”) for such works packages as shall be identified and specified during the tender process for the development of the Project. Save as disclosed in this announcement, all other terms of the Proposed Acquisition of SVSB remained unchanged. The Proposed Variation is not expected to have any material effect on share capital, substantial shareholders’ shareholdings, earnings and net assets of the Company for the financial year ending 31 December 2013. None of the Directors or major shareholders of FITTERS or persons connected to them have any interest, direct or indirect, in the Proposed Variation. A copy of the Supplemental Agreement is available for inspection at the Registered Office of FITTERS at Wisma FITTERS, No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three months from the date of this announcement. This announcement is dated 15 July 2013.

icy97

icy97 发表于 28-5-2013 03:33 AM

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “THE COMPANY”) - PROPOSED ACQUISITION OF SUPERIOR VILLA SDN. BHD. BY FITTERS PROPERTY DEVELOPMENT SDN. BHD.
We refer to the Company’s announcements dated 27 May 2013, 30 May 2013 and 15 July 2013 pertaining to the proposed acquisition of 100% equity interest comprising 1,000,000 ordinary shares of RM1.00 each (“Sale Shares”) in Superior Villa Sdn. Bhd. (“SVSB”) by FITTERS Property Development Sdn. Bhd. (“FPDSB”), a wholly-owned subsidiary of the Company (“Proposed Acquisition of SVSB”). The Board of Directors of FITTERS wishes to announce that pursuant to Clause 2.1 of the Sale and Purchase Shares Agreement dated 27 May 2013 (“SPA”), the transfer of the entire Sale Shares in SVSB from Ebic Development Sdn. Bhd. (“Vendor”) to FPDSB will be effected before the completion of the sale and purchase of the Sale Shares. In this connection, SVSB completed the transfer of the Sale Shares to FPDSB held by Ebic Development Sdn. Bhd. on 16 July 2013. There is provision for reversal of the shareholding if there is termination of the SPA by the Vendor under Clause 10.2(ii) of the SPA. Thus, SVSB becomes a wholly-owned subsidiary of FPDSB with effect from 16 July 2013. This announcement is dated 16 July 2013.

icy97

icy97 发表于 28-5-2013 03:33 AM

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “THE COMPANY”) - PROPOSED ACQUISITION OF RASA ANGGUN DEVELOPMENT SDN. BHD. BY FITTERS PROPERTY DEVELOPMENT SDN. BHD,
We refer to the Company’s announcements dated 27 May 2013 and 30 May 2013 pertaining to the proposed acquisition of 100% equity interest comprising 1,000,000 ordinary shares of RM1.00 each in Rasa Anggun Development Sdn. Bhd. (“RADSB”) by FITTERS Property Development Sdn. Bhd. (“FPDSB”), a wholly-owned subsidiary of the Company (“Proposed Acquisition of RADSB”). The Board of Directors of FITTERS wishes to announce that the Proposed Acquisition of RADSB was completed on 16 July 2013. Thus, RADSB becomes a wholly-owned subsidiary of FPDSB with effect from 16 July 2013. This announcement is dated 16 July 2013.

icy97

icy97 发表于 16-7-2013 01:49 AM

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	FITTERS DIVERSIFIED BERHAD ("FITTERS" OR "THE COMPANY") - SIGNING OF SUPPLEMENTAL AGREEMENT BETWEEN FITTERS PROPERTY DEVELOPMENT SDN. BHD. AND EBIC DEVELOPMENT SDN. BHD.
Further to the Company’s announcement dated 15 July 2013 in respect of the above subject matter (“the said announcement”), the Company wishes to clarify that Clause 1.2 of the said announcement should be read as follows instead of as announced yesterday:- Clause 1.2 “1.2        The Purchase Price shall be paid by the Purchaser to the Vendor in the manner as follows: 1.2.1        a sum of Ringgit Malaysia Eight Hundred Thousand (RM800,000.00) (hereinafter referred to as "the Deposit") shall be paid upon execution of this Agreement; and 1.2.2        the balance Purchase Price of the Sale Shares amounting to Ringgit Malaysia Two Hundred Thousand (RM200,000.00) Only (“Balance Purchase Price”) shall be paid by the Purchaser to the Vendor within fourteen (14) days from the date the Company obtained the advertising permit from the relevant authority in respect of the Project or three (3) months from the date of this Agreement, whichever shall be the later (hereinafter referred to as “the Completion Date”).” In addition to the aforesaid, the Company wishes to inform that the rationale for Ebic Development Sdn. Bhd. (“Vendor”) and FITTERS Property Development Sdn. Bhd. to enter into the Supplemental Agreement is to ensure smooth execution and timely completion of the JV Project. This is also to allow the Vendor to leverage their expertise and excess resources in exchange for contract of RM15.5 million as disclosed in item (b), (c) and (d) of the said announcement. This announcement is dated 16 July 2013.

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30/06/2013

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30/06/2013	30/06/2012	30/06/2013	30/06/2012
		$$'000	$$'000	$$'000	$$'000

1	Revenue	111,313	108,608	181,075	197,376
2	Profit/(loss) before tax	16,397	11,247	28,098	17,236
3	Profit/(loss) for the period	12,232	8,501	20,775	13,018
4	Profit/(loss) attributable to ordinary equity holders of the parent	12,281	8,342	20,795	12,773
5	Basic earnings/(loss) per share (Subunit)	4.26	3.85	7.21	5.90
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.8541		0.7752

icy97

輝德值得持有？

2013-11-17 19:14      

讀者李先生問：
（3）輝德控股（FITTERS，9318，主板貿服組）值得投資嗎？前景又如何？買進還是賣出？

輝德消防業務上市告吹

答：
（3）輝德控股核心業務為消防安全產品生產與銷售，並也涉足產業發展，以及再生能源領域。

先看看輝德控股最新的企業消息，該公司旗下的消防安全產品生產與銷售領域，之前與新加坡Deluge防火公司簽署的合作合併計劃備忘錄尚在進行中，當時預料要等到2014年首季或第二季才有定案。

今年4月29日，該公司與Deluge防火公司簽署諒解備忘錄，以探討兩家公司防火業務進行合併，日後讓合作新公司在馬股上市。

惟根據該公司甫於2013年10月29日的最新宣佈，該公司與Deluge防火公司簽署諒解備忘錄已經到期，而雙方同意不再延長有關的諒解備忘錄。換句話說，合併上市計劃看來是告吹了。

產業發展業務方面，2013年6月17日，輝德控股管理高層指出，該公司在2013年杪前推出，位於怡保路的高層公寓（發展總值為1億2千萬令吉及第三季推出）及萬撓15英畝的產業發展計劃（年杪推出）。預料該公司2013年淨利可增長20%的目標。

至於再生能源領域，該公司在2013年第三季動工興建一座等離子氣化工廠，預計在2014年第二季投入運作。

該公司在宣佈截至2013年6月30日為止半年業績時指出，該公司樂觀看待2013年下半年的業績表現，全年料比前期來得好。而預期其核心業務的成本及銷售價格料不會出現太大波動。

截至2013年6月30日為止首6個月，該公司淨利增加至2千零79萬5千令吉，比較前期淨利為1千277萬3千令吉。而營業額微跌至1億8千107萬5千令吉，前期為1億9千737萬6千令吉。半年每股淨利為7.21仙，前期為5.90仙。

輝德控股過去5年（2008年12月31日至2012年）皆有利可圖，淨利介於801萬7千令吉至2千789萬8千令吉，或是每股淨利介於4.14仙至16.71仙之間，記錄表現良好，估計2013年財政年每股淨利可達14.02仙。若是股價合理或偏低，相信是可加以注意的。

黃氏唯高達在2013年5月28日的報告指出，該行給的目標價為95仙。上述一點資料供參考。（星洲日報／投資致富‧投資平台‧文：李文龍）

icy97

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	MEMORANDUM OF UNDERSTANDING ENTERED INTO BETWEEN FITTERS DIVERSIFIED BERHAD AND MOLECOR TECNOLOGIA S.L. SALE AND PURCHASE AND LICENCE AGREEMENT ENTERED INTO BETWEEN MOLECOR (SEA) SDN. BHD. AND MOLECOR TECNOLOGIA S.L.
1.        INTRODUCTION The Board of Directors of FITTERS Diversified Berhad (“FITTERS” or “the Company”) wishes to announce that the Company had on 27 November 2013 entered into a Memorandum of Understanding (“MOU”) with Molecor Tecnologia S.L. (“MOLECOR”) to invest in Molecor (SEA) Sdn. Bhd. (“MSSB”) (Formerly known as FITTERS Industries Sdn. Bhd.) (Company No. 420497-A), a subsidiary of the Company, together with Ricwil (Malaysia) Sdn. Bhd. (“Ricwil”) (Company No. 113601-W) as part of its diversification policy to enter the market of PVC pressure pipes in Malaysia and, progressively, in other South East Asian markets (“Project”). Concurrently with the signing of the MOU, MSSB had also entered into a Sale and Purchase and Licence Agreement with MOLECOR on 27 November 2013 for the acquisition of there (3) MOLECOR SYSTEMS (as defined below) to launch this new line of business exclusively using MOLECOR TECHNOLOGY (as defined below) in Malaysia, their know-how and intellectual property rights. 2.        INFORMATION ON MOLECOR MOLECOR (Company No. 84724921),a duly incorporated and registered Spanish limited liability company on 26 May 2006 with main office at 5, Cistierna, Fuenlabrada, 28947, Madrid, Spain, duly registered at the Commercial Registry of Madrid. MOLECOR is a Spanish company engaged in:- (i)        the manufacturing of a new generation of integrated systems to manufacture oriented PVC (PVC-O) pressure pipes by means of a partially patented novel and proprietary technology developed by MOLECOR (“MOLECOR SYSTEMS”); and (ii)        the manufacturing of PVC-O pipes using MOLECOR SYSTEMS and technology (“MOLECOR TECHNOLOGY”). 3.        INFORMATION ON FITTERS FITTERS was incorporated in Malaysia on 18 January 1986 and listed on the Main Board of Bursa Malaysia Securities Berhad having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan. The present authorised share capital of FITTERS is RM500,000,000 divided into 1,000,000,000 ordinary shares of RM0.50 each of which RM155,929,105 comprising 311,858,210 ordinary shares of RM 0.50 each have been issued and fully paid-up (including treasury shares of 16,161,536). The principal activities of FITTERS are investment holding and trading of fire-safety materials, equipment and fire-prevention systems. 4.        INFORMATION ON MSSB MSSB is a private limited company incorporated in Malaysia on 24 February 1997 having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Eshan. The present authorised share capital of MSSB is RM1,000,000-00 divided into 1,000,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The intended activities of MSSB is to manufacture and distribute PVC-O pipes. 5.        INFORMATION ON RICWIL Ricwil is a private limited company incorporated in Malaysia on 21 January 1984 with its place of business at 122, Jalan 4D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor Darul Ehsan. The present authorised share capital of Ricwil is RM1,000,000-00 divided into 1,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activities of Ricwil are manufacturing of preinsulated pipes and trading. 6.        SALIENT TERMS OF THE MOU The salient terms of the MOU are as follows:- (a)        The MOU sets out the understanding and principles agreed by the Company and MOLECOR with regard to the limited non-exclusive licence to be granted by MOLECOR to MSSB to use part of its corporate name “MOLECOR” and trademark by MSSB exclusively in connection with the Project and the relationship of FITTERS and MOLECOR as shareholders of MSSB. (b)        The exclusive activity of MSSB is to manufacture and market the PVC-O pipes in Malaysia and South East Asia countries. (c)        MSSB’s shareholders shall be as follows:- MOLECOR – 10% FITTERS – 65% Ricwil – 25% (d)        FITTERS will always maintain a controlling shareholding in MSSB and assumes full responsibility vis-à-vis MOLECOR for any acts of the minority shareholders which are detrimental to MSSB or MOLECOR’s name or trademark. 7.        SALIENT TERMS OF THE SALE AND PURCHASE AND LICENCE AGREEMENT The salient terms of the Sale and Purchase and Licence Agreement are as follows:- (a)        The manufacturing licence is granted on an exclusive basis and for a 3-year term. (b)        To market oriented PVC (PVC-O) pressure pipes manufactured using the MOLECOR TECHNOLOGY, know-how and intellectual property rights in Malaysia and other countries in South-East Asia i.e. Indonesia, Philippines, Singapore, Thailand, Brunei, Myanmar, Cambodia and Laos. (c)        All MOLECOR TECHNOLOGY, know-how and intellectual property rights and any other technical or business confidential information provided by MOLECOR to FITTERS shall remain the property of MOLECOR.The salient terms of the Sale and Purchase and Licence Agreement are as follows:- 8.        ASSIGNMENT MSSB may not assign the Sale and Purchase and License Agreement without the written consent of MOLECOR. 9.        RATIONALE FOR THE MOU FITTERS believes there is a significant potential for PVC-O pipes in the Malaysian market and, generally, in South East Asian countries and has decided to collaborate with MOLECOR as part of its diversification strategy to venture into the market of PVC pressure pipes in Malaysia and, progressively, in other South East Asian markets. In order to implement the Project, FITTERS has selected MOLECOR to form a partnership with Ricwil to procure the required expertise and technical knowledge in the manufacturing of PVC-O pipes using MELECOR TECHNOLOGY. 10.        APPPROVAL REQUIRED The MOU and Sale and Purchase and License Agreement are not subject to the approval of the shareholders of FITTERS or any other relevant authorities in Malaysia. 11.        FINANCIAL EFFECTS OF THE MOU AND SALE AND PURCHASE AND LICENCE AGREEMENT The MOU and Sale and Purchase and Licence Agreement will not have any material effect on the share capital, substantial shareholders’ shareholdings of FITTERS and is not expected to have a material effect on the net assets, earnings and gearing of FITTERS for the financial year ending 31 December 2013. However, it is expected the Project to contribute positively to the future earnings of the FITTERS Group. 12.        DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS Dato’ Wong Swee Yee, a director and major shareholder of the Company is also a Director of MSSB. Save as disclosed above, none of the Directors and/or major shareholders of the Company or persons connected with them have any interest, direct or indirect in the MOU and Sale and Purchase and Licence Agreement. 13.        STATEMENT BY DIRECTORS The Directors of the Company are of the opinion that the MOU and Sale and Purchase and License Agreement are fair and reasonable and is in the best interest of the FITTERS Group. 14. DOCUMENTS AVAILABLE FOR INSPECTION The MOU and Sale and Purchase Licence Agreement will be available for inspection at the registered office of FITTERS during the office hours from Mondays to Fridays (except for public holidays) at No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur for the period of three (3) months from the date of this announcement. This announcement is dated 27 November 2013.

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FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	DISPOSAL OF 35% EQUITY INTEREST IN MOLECOR (SEA) SDN. BHD. (FORMERLY KNOWN AS FITTERS INDUSTRIES SDN. BHD.)
Introduction The Board of Directors of FITTERS Diversified Berhad (“FITTERS” or “the Company”) wishes to announce that the Company had on 27 November 2013 disposed of its 35% equity interest in Molecor (SEA) Sdn. Bhd. (“MSSB”) (Formerly known as FITTERS Industries Sdn. Bhd.) (Company No. 420497-A), comprising 175,000 ordinary shares of RM1-00 each fully paid, to the following purchasers (“Purchasers”) for a total cash consideration of RM175,000-00 only (“Disposal”):- Name of Purchasers No. of Shares Consideration % Ricwil (Malaysia) Sdn. Bhd. 125,000 RM125,000-00 25% Molecor Tecnologia S.L. 50,000 RM50,000-00 10% Total 175,000 RM175,000-00 35% Upon completion of the Disposal, MSSB will become a 65%-owned subsidiary of the Company. Information on MSSB MSSB is a private limited company incorporated in Malaysia on 24 February 1997 having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Eshan. The present authorised share capital of MSSB is RM1,000,000-00 divided into 1,000,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The intended activities of MSSB is to manufacture and distirbute PVC-O pipes. Information on Ricwil (Malaysia) Sdn. Bhd. Ricwil (Malaysia) Sdn. Bhd. (“Ricwil”)(Company No. 113601-W) is a private limited company incorporated in Malaysia on 21 January 1984 with its place of business at 122, Jalan 4D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor Darul Ehsan. The present authorised share capital of Ricwil is RM1,000,000-00 divided into 1,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activities of Ricwil are manufacturing of preinsulated pipes and trading. Information on Molecor Tecnologia S.L. MOLECOR (Company No. 84724921),a duly incorporated and registered Spanish limited liability company on 26 May 2006 with main office at 5, Cistierna, Fuenlabrada, 28947, Madrid, Spain, duly registered at the Commercial Registry of Madrid. Rationale The Disposal is to facilitate strategic partnership and joint venture with the Purchasers to diversify/expand the FITTERS Group’s business into the manufacturing and distribution of PVC-O pipes. Financial Effects of the Disposal The Disposalwill not have any material effect on the earnings per share, net assets per share, share capital and substantial shareholders’ shareholdings of the FITTERS Group for the financial year ending 31 December 2013. Approvals Required The Disposal is not subject to the approval of the shareholders of FITTERS or the relevant authorities. Directors’ and Major Shareholders’ Interests Dato’ Wong Swee Yee, a Director and major shareholder of the Company, is also a Director of MSSB. Save as disclosed above, none of the Directors and/or major shareholders of the Company or persons connected with them have any interest, whether direct or indirect, in the Disposal. Statement by Directors The Board, save for Dato’ Wong Swee Yee, is of the opinion that the Disposal is fair and reasonable and is in the best interest of the Company. This announcement is dated 27 November 2013.

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SUMMARY OF KEY FINANCIAL INFORMATION 30/09/2013

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30/09/2013	30/09/2012	30/09/2013	30/09/2012
		$$'000	$$'000	$$'000	$$'000

1	Revenue	131,823	99,360	312,898	296,736
2	Profit/(loss) before tax	13,362	6,631	41,460	23,867
3	Profit/(loss) for the period	10,061	4,752	30,836	17,770
4	Profit/(loss) attributable to ordinary equity holders of the parent	10,086	4,771	30,881	17,544
5	Basic earnings/(loss) per share (Subunit)	3.48	2.20	10.66	8.10
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.8927		0.7752

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輝德多元重組再生資源業務

企業財經9 Jan 2014 20:48
（吉隆坡9日訊）輝德多元（FITTERS，9318，主要板貿易）重組公司業務架構，子公司Future NRG公司以3319萬4094令吉，脫售位于中國的子公司梁山前能生物質能發電公司。

輝德多元今日向馬證交所報備，子公司Future NRG公司以3319萬4094令吉，將梁山前能生物質能發電公司100%股權脫售給輝德多元NRG，后者為輝德多元旗下另一家子公司。

根據該報備文件指出，這項脫售計劃是為了精簡公司架構，並重整公司可再生資源業務架構。

這項買賣將不會影響輝德多元本財年截至12月底收益、負債和淨資產有太大的影響。

輝德多元強調，在這項買賣計劃中，公司主要股東和董事並沒有獲得任何直接或間接的個人利益。[中国报财经]

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	OTHERS
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “THE COMPANY”) DISPOSAL OF 100% EQUITY INTEREST IN FUTURE NRG (SEA) PTE LTD AND FUTURE NRG ASIA LIMITED BY THE COMPANY’S WHOLLY-OWNED SUBSIDIARY, FUTURE NRG SDN. BHD.
1.        INTRODUCTION The Board of Directors of FITTERS wishes to announce that Future NRG Sdn. Bhd. (“FNSB”) (Company No. 814147-M), a wholly-owned subsidiary of FITTERS, had on 9 January 2014 disposed of its entire equity interest in Future NRG (SEA) Pte Ltd (“FNSEA”) (Company Registration No. 201131151G) and Future NRG Asia Limited (“FNAL”) (BVI Company No. 1663364) (Refer to Table below) to Premier Equity Holdings Limited (“PEHL”), a wholly-owned subsidiary of FITTERS (“the Disposal”). Name of Companies No. of Shares Consideration FNSEA Two (2) shares of SGD1.00 each, representing 100% of the total issued and paid-up share capital of FNSEA SGD2.00 FNAL One (1) share of USD1.00, representing 100% of the total issued and paid-up share capital of FNAL USD1.00 Upon completion of the Disposal, FNSEA and FNAL will cease to be the wholly-owned subsidiaries of FNSB and will become the wholly-owned subsidiaries of PEHL. 2.        BACKGROUND INFORMATION 2.1 Information on FNSB FNSB, a wholly-owned subsidiary of FITTERS was incorporated in Malaysia under the Companies Act, 1965 on 17 April 2008 having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan and has an authorised share capital of RM50,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each of which 28,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. FNSB is a renewable, alternative, waste to energy total solution provider. 2.2        Information on FNSEA FNSEA, a wholly-owned subsidiary of FNSB was incorporated in Singapore under the Singapore Companies Act, Cap. 50 on 18 October 2011, having its registered office at 83 Genting Lane #06-01 Genting Building Singapore 349568 and with two (2) ordinary shares of SGD1.00 each issued and fully paid-up. FNSEA is a special purpose vehicle for the FITTERS Group’s investment and business in renewable energy in Asia. 2.3        Information on FNAL FNAL, a wholly-owned subsidiary of FNSB was incorporated on 27 July 2011 in the British Virgin Islands under the BVI Business Companies Act, 2004 with an authorised share capital of 50,000 shares and a paid-up share capital of 1 share of USD1.00 each. FNAL is currently a dormant company. 2.4        Information on PEHL PEHL, a wholly-owned subsidiary of FITTERS was incorporated on 3 January 2008 in the British Virgin Islands under the BVI Business Companies Act, 2004 with an authorised share capital of 50,000 shares and a paid-up share capital of 1 share of USD1.00 each. PEHL is an investment holding company. 3. RATIONALE FOR THE DISPOSAL The Disposal is part of the Company’s effort in streamlining the FITTERS Group’s structure and is reorganising the internal structure of the renewable energy group. 4. FINANCIAL EFFECTS OF THE DISPOSAL The Disposal will not have any material impact on the share capital, earnings, net assets, gearing and substantial shareholdings of FITTERS for the current financial year ending 31 December 2014. 5. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Save for Dato’ Wong Swee Yee, who is interested in the Disposal by virtue of him being a Director and major shareholder of the Company and also a Director of FNSB, FNSEA, FNAL and PEHL, none of the Directors and/or major shareholders of the Company and/or persons connected with such Directors or major shareholders have any interest, direct or indirect, in the Disposal. 6.        STATEMENT BY DIRECTORS The Board after having considered all aspects, is of the opinion that the Disposal is in the best interest of the FITTERS Group. This announcement is dated 9 January 2014.

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FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	OTHERS
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “THE COMPANY”) DISPOSAL OF INVESTMENT IN LIANGSHAN FUTURE NRG BIOLOGY ELECTRIC POWER CO., LTD. BY THE COMPANY’S WHOLLY-OWNED SUBSIDIARY, FUTURE NRG SDN. BHD.
1.        INTRODUCTION The Board of Directors of FITTERS wishes to announce that Future NRG Sdn. Bhd. (“FNSB”) (Company No. 814147-M), a wholly-owned subsidiary of FITTERS, had on 9 January 2014 disposed of its entire equity interest in Liangshan Future NRG Biology Electric Power Co., Ltd. (“Liangshan”) to FITTERS-NRG Sdn. Bhd. (“FITTERS-NRG”) (Company No. 799841-D), a wholly-owned subsidiary of FITTERS (“the Disposal”) (Please refer to table below). Name of Company Registered Capital Consideration Liangshan Registered capital of USD10,000,000.00 representing 100% equity interest in Liangshan RM32,527,333.46 Upon completion of the Disposal, Liangshan will cease to be a wholly-owned subsidiary of FNSB and will become a wholly-owned subsidiary of FITTERS-NRG. 2.        BACKGROUND INFORMATION 2.1 Information on FNSB FNSB, a wholly-owned subsidiary of FITTERS was incorporated in Malaysia under the Companies Act, 1965 on 17 April 2008 having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan and has an authorised share capital of RM50,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each of which 28,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. FNSB is a renewable, alternative, waste to energy total solution provider. 2.2 Information on FITTERS-NRG FITTERS-NRG, a wholly-owned subsidiary of FITTERS was incorporated in Malaysia under the Companies Act, 1965 on 17 December 2007 having its registered office at Unit 07-02, Level 7, Persoft Tower, 6B Persiaran Tropicana, 47410 Petaling Jaya, Selangor Darul Ehsan and has an authorised share capital of RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. FITTERS-NRG is engaged in renewable energy development. 2.3        Information on Liangshan Liangshan, a wholly-owned foreign enterprise subsidiary of FNSB was incorporated in the People’s Republic of China on 25 September 2009 with an authorised share capital of USD25,000,000.00 and a registered capital of USD10,000,000.00. The principal activity of Liangshan is to build and operate the Liangshan Biomass Power Plant. 3. RATIONALE FOR THE DISPOSAL The Disposal is part of the Company’s effort in streamlining the FITTERS Group’s structure and is reorganising the internal structure of the renewable energy group. 4. FINANCIAL EFFECTS OF THE DISPOSAL The Disposal will not have any material impact on the share capital, earnings, net assets, gearing and substantial shareholdings of FITTERS for the current financial year ending 31 December 2014. 5. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Save for Dato’ Wong Swee Yee, who is interested in the Disposal by virtue of him being a Director and major shareholder of the Company and also a Director of FNSB, FITTERS-NRG and Liangshan, none of the Directors and/or major shareholders of the Company and/or persons connected with such Directors or major shareholders have any interest, direct or indirect, in the Disposal. 6.        STATEMENT BY DIRECTORS The Board after having considered all aspects, is of the opinion that the Disposal is in the best interest of the FITTERS Group. The purchase consideration for the Disposal is RM32,527,333.46 and not RM31,194.094.00 as announced on 9 January 2014. This announcement is dated 10 January 2014.

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辉德多元子公司 拟新交所上市创业板

财经新闻 财经  2014-01-11 11:55
（吉隆坡10日讯）辉德多元（FITTERS，9318，主板贸服组）宣布，计划让独资子再生能源臂膀———Future NRG私人有限公司，上市新加坡交易所创业板（Catalist）。

辉德多元向马交所报备，Future NRG已委任新加坡Prime Partners企业金融私人有限公司，为上市计划的保荐人。

完成上市后，PrimePartners继续成为Future NRG的保荐人。

辉德多元表示，上市建议仍需马、新监管单位的批准。如有必要，也需辉德多元股东在股东特大通过相关议案。

辉德多元指出，由于并不确定能否取得有关核准，因此公司提醒投资者，Future NRG能否上市，仍是未知数。

新加坡大华继显（UOB Kay Hian）将负责Future NRG上市计划的安排、承销与配售。

辉德多元也在大马委任达证券为顾问。

公司表示，上市计划的细节将在稍后时间宣布。[南洋网财经]

FITTERS DIVERSIFIED BERHAD

Type	Announcement
Subject	OTHERS
Description	FITTERS DIVERSIFIED BERHAD (“FITTERS” OR “COMPANY”) - PROPOSED LISTING OF FUTURE NRG SDN BHD (“FNRG”) ON CATALIST, THE SPONSOR-SUPERVISED BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (“SGX-ST”) (“PROPOSED LISTING”)
The Board of Directors of FITTERS wishes to announce that the Company proposes to list its wholly-owned subsidiary, namely FNRG on Catalist, the Sponsor-Supervised Board of the SGX-ST. FNRG has appointed PrimePartners Corporate Finance Pte Ltd in Singapore as the Full Sponsor in relation to the Proposed Listing and the Continuing Sponsor upon the completion of the Proposed Listing. FNRG has also appointed UOB Kay Hian Private Limited in Singapore as the Arranger, Underwriter and Placement Agent in relation to the Proposed Listing. In addition, FITTERS has appointed TA Securities Holdings Berhad as the Adviser to FITTERS for the Proposed Listing in relation to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The details of the Proposed Listing shall be determined at a later date and will be announced in due course. It should be noted that the Proposed Listing is subject to, inter alia, approvals or clearance being obtained from the relevant authorities in Malaysia and Singapore, where applicable, as well as from the shareholders of FITTERS at an extraordinary general meeting to be convened, if necessary. There is no assurance that such approvals or clearance would be obtained or that the Proposed Listing may occur. Therefore, investors should note that the listing of FNRG’s shares on Catalist may or may not occur. This announcement is dated 10 January 2014.