We refer to your Company’s announcement dated 7 November 2022 in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
1) Section 2.1 a) To state the name of directors and shareholders and their shareholdings in Harvest Star Center Sdn. Bhd. and Plusone Landmark Sdn. Bhd. b) To clarify whether there is a change in financial year end of SSN as its audited account for FPE 30 November 2021 consist of 11 months only. If yes, please disclose when the change was made and the reason for such change. c) To include SSN’s Profit Before Tax/ Loss Before Tax for the FYE 31 December 2019 until FPE 30 September 2022. d) To further provide breakdown of revenue and profit/loss contribution from production of gloves (based on different gloves type i.e. latex gloves, nitrile gloves and long arm gloves) and from production of contraceptives for the FYE 31 December 2019 until FPE 30 September 2022. e) To quantify annual past production output of gloves produced (based on type of gloves) and contraceptives produced for the FYE 31 December 2019 until FPE 30 September. f) To clarify whether the transfer of ownership of the 2 gloves production lines or Assets from SSN to VIP was from SSN’s existing gloves production lines or from the 2 new gloves production lines of which the cost has been incurred by Vizione Group arising from SSN’s expansion plan to set up 6 new gloves production lines. g) To clarify whether or not there was any repayment period fixed for the financial assistance provided by VIP to SSN. h) Since Vizione Group is exiting from its investment in healthcare (glove) business segment, to state what Vizione plans/ intends to do with the Assets for long term. To also state the maximum production output of gloves (differentiate by type) from the Assets and reason for Vizione opted for the transfer of ownership of the Assets due to SSN’s failure to repay the financial assistance provided by VIP and thereafter lease the Assets back to SSN. i) To provide salient terms of the leaseback arrangement for the Assets including but not limited to the lease amount and tenure. To also provide the steps taken or to be taken by Vizione/ VIP in ensuring that SSN is able to pay for the lease given that SSN has failed to pay the previous financial assistance provided. j) To quantify the cost that has been incurred for the 2 new gloves production lines to-date and state whether the installation has been completed and commercial production has commenced. k) To provide breakdown of the amount of financial assistance provided by VIP to SSN (via advances of part of the proceeds from Private Placement completed on 2 June 2021) and status of the utilisation of proceeds raised from the Private Placement for SSN’s expansion plan which was allocated in the following manner: | Details | Proposed utilisation as varied vide Circular on Proposed Variation dated 7 October 2021 (RM’000) | Proceeds utilised to-date (RM’000) | Balance unutilised to-date (RM’000) | | Acquire, installation and commission of 6 new nitrile gloves production lines The new production lines are fully automated equipped with chiller, compounding and tumbler equipment as well as latex storage tank, air compressor. The machines and components/ parts of the 6 new nitrile gloves production lines will be sourced and assembled locally. Status as at to-date: | 14,000 | | | | Installation and upgrading works on the waste treatment system to treat the wastewater arising from the manufacturing process and heating system. These involves the installation and commission of ancillary equipment and facilities for the wastewater treatment system, the heating system and water recovery system for the following: • 9 existing production lines (comprising 6 gloves production lines and 3 condoms production lines); and • 6 new nitrile gloves production lines Status as at to-date: | 1,000 | | | | Upgrading and repair works for 1 old/ existing glove production line. The upgrading works is necessary to improve the production efficiency of the existing glove production line. These upgrading works includes among others, replacement of parts such as former holder, heating chamber, burner, U-bracket, former and conveyor sprocket. Status as at to-date: | 500 | | | | Working capital in relation to the operations of the manufacturing facility (i.e., staff expenses, overheads and certification expenditure are expected to cost approximately RM1.0 million and purchases of raw materials are expected to cost approximately RM2.0 million, for a period of approximately 3 months). Status as at to-date: | 1,500 | | | | Total | 17,000 | | |
l) To state Vizione’s plan on the above balance unutilised sum (if any) and whether the situation constitutes a material variation pursuant to Paragraph 8.22 of the Main Market Listing Requirement of Bursa Securities (“LR”). 2) Section 2.2. To state the date of appointment of SCA as the Independent Business Valuer and the valuation date. To also disclose the salient information contained in the SCA’s report which led to the conclusion made by SCA as per the last paragraph of the section. Such disclosure should include, among others, the following: a) An explanation on the net asset value (NAV) methodology and reason for this methodology of valuation was adopted instead of other methods of valuation such as comparable method, discounted cash flow method etc. To also state whether any other method of valuation was adopted as a cross check to the NAV methodology. b) The nominal value of SSN based on the NAV methodology and net liability position of SSN. 3) Section 2.3. To provide the details of the total capital/ fund invested by Vizione Group in SSN to-date, including the investments funded via Vizione’s Private Placement undertaken in 2021. 4) Section 2.5. a) To further elaborate on the ‘Impairment loss on goodwill’ and how the amount was derived. The disclosure/ commentary on this shall include the reason for the impairment given that Vizione had previously stated that there was no impairment of such goodwill as at 30 November 2021, as disclosed in the Annual Report 2021. b) To show the computation of Liquidated Damages based on the Profit Guarantee formula in arriving at RM1,578,245. 5) Section 6 To also highlight the risk in relation to the leaseback arrangement of the Assets, together with the relevant mitigating factors. 6) Section 7 Please assess and confirm whether the transfer of ownership of the Assets falls within the definition of “Assets” and “Transaction” of the LR and in this respect, please compute the percentage ratio in accordance with Paragraph 10.02(g) of the LR. 7) Section 13 To also provide the valuation report conducted by SAC for shareholders’ inspection. Please furnish Bursa Securities with your reply within one (1) market day from the date hereof. Yours faithfully,
Listing Regulation
Cc : Market Surveillance Dept., Securities Commission |