Spritzr Circular 2010

7/28/2019 Spritzr Circular 2010

1/33

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the course of action to be taken, you should consult your stockbroker, bank manager, solicitor,accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad has not perused Part B of this Circular, takes no responsibility for the contents of thisCircular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for

any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

SPRITZER BHD (265348-V)

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE:-

PART A

PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT

RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND

PART B

PROPOSED RENEWAL OF AUTHORITY TO PURCHASE ITS OWN SHARES

BY SPRITZER BHD

The resolutions in respect of the proposals will be tabled at Spritzer Bhds Seventeenth (17th) Annual General Meeting

(AGM), details of which are set out below:-

Date and time of the AGM : Tuesday, 23 November 2010 at 11.00 a.m.

Venue of the AGM : Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul

Ridzuan

The notice of the 17th AGM and the Form of Proxy are set out in the Companys 2010 Annual Report which is despatchedtogether with this Circular. An extract of the said notice with respect to the proposals are also enclosed in this Circular.

The Form of Proxy should be lodged at the Registered Office of the Company at Lot 85, Jalan Portland, Tasek IndustrialEstate, 31400 Ipoh, Perak Darul Ridzuan, Malaysia not less than forty-eight (48) hours before the time stipulated for

holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at themeeting should you subsequently wish to do so.

This Circular is dated 29 October 2010


2/33

i

DEFINITIONS

For the purpose of this Circular and the accompanying appendices, except where the context otherwise requires,the following definitions will apply:-

Act

AG

AGM

Board orDirector(s)

Bursa Securities

Code

CB

CM

CS

CSC

CSR

GPI

HA

Listing Requirements

LPD

Major Shareholder(s)

MB

MS

PAT

PET

PM

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

Companies Act, 1965, as amended from time to time and any re-

enactment thereof

Angenet Sdn Bhd (534446-U)

Annual General Meeting

The Board of Directors of Spritzer for the time being

Bursa Malaysia Securities Berhad (635998-W)

Malaysian Code on Take-Overs and Mergers, 1998 and any amendments

thereto from time to time

Cranberry (M) Sdn Bhd (104994-W)

Cactus Marketing Sdn Bhd (377089-X)

Chuan Sin Sdn Bhd (33008-V)

Chuan Sin Cactus Sdn Bhd (51832-U)

Chuan Sin Resources Sdn Bhd (293899-T)

Golden PET Industries Sdn Bhd (7195-W)

Highactive Sdn Bhd (344351-T)

The Main Market Listing Requirements of Bursa Securities including anyamendments thereto that may be made from time to time

5 October 2010, being the latest practicable date prior to the printing ofthis Circular

A person who has an interest or interests in one or more voting Shares in

the Company and the nominal amount of that share, or the aggregate ofthe nominal amounts of those Shares, is:-

(a) 10% or more of the aggregate of the nominal amounts of all thevoting Shares in the Company; or

(b) 5% or more of the aggregate of the nominal amounts of all thevoting Shares in the Company where such person is the largest

shareholder of the Company.

For the purpose of this definition, interest in Shares shall have themeaning given in Section 6A of the Act.

Multibase Systems Sdn Bhd (185033-D)

Multisafe Sdn Bhd (236507-X)

Practical Advanced Technology Sdn Bhd (117035-K)

Polyethylene Terephthalate

PET Master Sdn Bhd (158181-X)


3/33

ii

DEFINITIONS (contd)

Person(s) Connected

Proposed Shareholders

Mandate

Proposed Share Buy-Back

Recurrent Related Party

Transactions

Related Parties

RM and sen

SEAPP

Share(s)

Spritzer orCompany

Spritzer Group orGroup

Subsidiary Companies

TC

UCL

UE

UIA

USA

UYL

YH

YLC

YLEO

YLH

YLM

YLO

YLOF

YLT

YW

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

As defined in Chapter 1, Paragraph 1.01 of the Listing Requirements

The proposed renewal of existing shareholders mandate for SpritzerGroup to enter into Recurrent Related Party Transactionswith the Related

Parties in the ordinary course of business

The proposed renewal of authority for the purchase of up to ten per cent

(10%) of its issued and paid-up share capital by Spritzer at any one pointof time

Related party transactions which are recurrent, of a revenue or tradingnature and which is necessary for day-to-day operations of Spritzer Group

Director(s), Major Shareholder(s) or Person(s) Connected with suchDirector(s) or Major Shareholder(s)

Ringgit Malaysia and sen respectively

South East Asia Paper Products Sdn Bhd (37653-W)

Ordinary share(s) of RM0.50 each

Spritzer Bhd (265348-V)

Spritzer and its subsidiary companies

Angenet Sdn Bhd, Chuan Sin Sdn Bhd, Chuan Sin Cactus Sdn Bhd,Golden PET Industries Sdn Bhd, Hidro Dinamik Sdn Bhd and PET

Master Sdn Bhd, all of which are 100% owned by Spritzer

Transworld Commodities (M) Sdn Bhd (68816-M)

Unikampar Credit And Leasing Sdn Bhd (65511-A)

Unipon Enterprise Sdn Bhd (113858-U)

Uniyelee Insurance Agencies Sdn Bhd (132836-P)

Uniyelee Service Agencies Sdn Bhd (556151-T)

Uniyelee Sdn Bhd (72848-M)

Yeleta Holdings Sdn Bhd (135259-U)

Yee Lee Corporation Bhd (13585-A)

Yee Lee Edible Oils Sdn Bhd (332650-P)

Yee Lee Holdings Sdn Bhd (140765-W)

Yee Lee Marketing Sdn Bhd (384133-A)

Yee Lee Organization Bhd (16637-T)

Yee Lee Oils and Foodstuffs (S) Pte Ltd (197900006-K)

Yee Lee Trading Co. Sdn Bhd (7849-A)

Young Wei Holdings Sdn Bhd (137983-V)


4/33

iii

TABLE OF CONTENTS

PART A

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED SHAREHOLDERS

MANDATE CONTAINING:-

Page

1. INTRODUCTION 1

2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE

2.1 Provisions under the Listing Requirements 2

2.2 Validity Period 22.3 Details of Spritzer Group 32.4 Nature of Recurrent Related Party Transactions contemplated under the Proposed

Shareholders Mandate 4

2.5 Guidelines and Review Procedures 9

3. AUDIT COMMITTEE STATEMENT 10

4. RATIONALE AND BENEFITS 10

5. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE 10

6. APPROVAL REQUIRED 10

7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 11

8. DIRECTORS RECOMMENDATION 13

9. AGM 13

10. FURTHER INFORMATION 13


5/33

iv

TABLE OF CONTENTS (contd)

PART B

LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED SHARE BUY-BACK

CONTAINING:-

Page

1. INTRODUCTION 14

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

2.1 Introduction 152.2 Rationale for the Proposed Share Buy-Back 162.3 Quantum and Funding 16

2.4 Potential Advantages and Disadvantages of the Proposed Share Buy-Back 16

3. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK

3.1 Share Capital 173.2 Directors and Substantial Shareholders Interests 183.3 Net Assets 21

3.4 Earnings 213.5 Dividends 213.6 Cash Flows 21

4. IMPLICATIONS RELATING TO THE CODE 21

5. PUBLIC SHAREHOLDING SPREAD 22

6. SHARE PRICES 22

7. PURCHASES OF OWN SHARES OR RESALE OR CANCELLATION OFTREASURY SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS

22

8. APPROVAL REQUIRED 22

9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 22

10. DIRECTORS RECOMMENDATION 23

11. AGM 23

12. FURTHER INFORMATION 23

APPENDIX I FURTHER INFORMATION 24

EXTRACT OF NOTICE OF SEVENTEENTH ANNUAL GENERAL MEETING 25


6/33

PART A

PROPOSED RENEWAL OF SHAREHOLDERS MANDATE

FOR RECURRENT RELATED PARTY TRANSACTIONS

OF A REVENUE OR TRADING NATURE


7/33



Registered Office

Lot 85, Jalan PortlandTasek Industrial Estate31400 Ipoh

Perak Darul Ridzuan

29 October 2010

Board of Directors

Dato Lim A Heng @ Lim Kok Cheong, JSM, DPMP, JP (Non-Independent Non-Executive Chairman)Lim Kok Boon (Managing Director)

Dr. Chuah Chaw Teo (Executive Director)Lam Sang (Executive Director)Chok Hooa @ Chok Yin Fatt, PMP (Non-Independent Non-Executive Director)Dato Ir. Nik Mohamad Pena bin Nik Mustapha, DIMP (Independent Non-Executive Director)Y. B. Mohd Adhan bin Kechik, SMK(Independent Non-Executive Director)Kuan Khian Leng (Independent Non-Executive Director)

To : The Shareholders of Spritzer

Dear Sir/Madam,

PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTYTRANSACTIONS OF A REVENUE OR TRADING NATURE

1. INTRODUCTION

At the AGM of the Company held on 26 November 2009, shareholders approval was obtained toenable the Company and its Subsidiary Companies to enter or continue to enter into Recurrent Related

Party Transactions at arms length and on normal commercial terms which are not more favourable tothe Related Parties than those generally available to the public and are not to the detriment of theminority shareholders of the Company.

The authority for the existing mandate shall lapse at the conclusion of the forthcoming 17 th AGM

unless authority for its renewal is obtained from its shareholders.

On 13 October 2010, the Company announced to Bursa Securities its intention to seek shareholders

approval to renew the Shareholders Mandate for the Recurrent Related Party Transactions as set out inSection 2.4 below at the forthcoming 17

thAGM.

The purpose of Part A of this Circular is to provide you with the relevant information on the ProposedShareholders Mandate and to seek your approval for the ordinary resolution to be tabled at theforthcoming 17th AGM. The notice of the AGM, together with the Form of Proxy are set out in theCompanys 2010 Annual Report which is despatched together with this Circular.An extract of the said

notice with respect to the Proposed Shareholders Mandate is also enclosed in this Circular.

1


8/33

2

2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE2.1 Provisions under the Listing Requirements

Pursuant to Paragraph 10.09(2) of the Listing Requirements, Spritzer may seek a shareholdersmandate in respect of the Recurrent Related Party Transactions subject to the following:-

(i) the transactions are in the ordinary course of business and are on terms not morefavourable to the related parties than those generally available to the public;

(ii) the shareholders mandate is subject to annual renewal and disclosure is made in theannual report of the aggregate value of transactions conducted pursuant to the

shareholders mandate during the financial year where the aggregate value is equalto or more than the threshold prescribed under Paragraph 10.09(1)(a) of the Listing

Requirements;

(iii) Spritzer to issue a circular to shareholders for the shareholders mandate; and

(iv) in a meeting to obtain shareholders mandate, the interested directors, interestedMajor Shareholders or interested Persons Connected with a director or MajorShareholder, and where it involves the interest of an interested Person Connectedwith a director or Major Shareholder, such director or Major Shareholder must notvote on the resolution approving the transactions. An interested director or interestedMajor Shareholder must ensure that Persons Connected with him abstain from votingon the resolution approving the transactions; and

(v) Spritzer immediately announces to Bursa Securities when the actual value of aRecurrent Related Party Transaction entered into by Spritzer Group, exceeds theestimated value of the Recurrent Related Party Transaction disclosed in the circularto shareholders by 10% or more and must include the information as may beprescribed by Bursa Securities in its announcement.

2.2 Validity Period

The Proposed Shareholders Mandate if approved by the shareholders shall take effect fromthe passing of the ordinary resolution to be proposed at the forthcoming 17

th AGM and willcontinue to be in force until:-

(i) the conclusion of the next AGM of the Company, at which time it will lapse, unlessby a resolution passed by the shareholders of the Company in a general meeting, the

authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company is requiredto be held pursuant to Section 143(1) of the Act (but shall not extend to suchextension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by a resolution passed by the shareholders of the Company in ageneral meeting,

whichever is the earlier.

Thereafter, approval from the shareholders for subsequent renewals will be sought at each

subsequent AGM of the Company.


9/33

3

2.3 Details of Spritzer Group

It is envisaged that in the normal course of business, Spritzer Group has entered into certainRecurrent Related Party Transactions and it is anticipated that the companies within Spritzer

Group would continue to enter into such transactions with the Related Parties. It is likely thatthe transactions will occur with some degree of frequency and could arise at any time.

In view of the above, the Company is seeking shareholders approval for the ProposedShareholders Mandate which will allow Spritzer Group to continue to enter into RecurrentRelated Party Transactions with Related Parties without the necessity, in most instances, tomake the required announcements or to convene meetings in order to procure specific priorapproval from its shareholders.

The principal activity of Spritzer is an investment holding while the principal activities of its

Subsidiary Companies are as follows:-

Subsidiary Companies EffectiveEquity Interest

Principal Activities

Angenet Sdn Bhd

Chuan Sin Sdn Bhd

Chuan Sin Cactus Sdn Bhd

Golden PET Industries Sdn Bhd

Hidro Dinamik Sdn Bhd

PET Master Sdn Bhd

100%

100%

100%

100%

100%

100%

Manufacturing and selling of bottled water

Production of natural mineral water,carbonated flavoured water, distilled water,drinking water and non-carbonated

flavoured water

Distribution of bottled water and otherconsumer products

Manufacturing and selling of pre-forms,

PET bottles, caps, toothbrushes and otherplastic products

Dormant

Manufacturing and selling of PET pre-forms

Disclosure will be made in the annual report of the Company of the breakdown of theaggregate value of the Recurrent Related Party Transactions conducted pursuant to theProposed Shareholders Mandate during the current financial year and in the annual report ofthe subsequent years during which the Proposed Shareholders Mandate is in force, amongstothers, based on the following information:-

(i) the type of the Recurrent Related Party Transactions made; and(ii) the names of the Related Parties involved in each type of the Recurrent Related Party

Transactions made and their relationships with the Company.


10/33

44

2.4

NatureofRecurrentRelatedPartyTransactionscontemplatedunde

rtheProposedShareholdersMandate

ThenatureofRecurrentRelatedPartyTransactionswhichhavebeeno

rwillbeenteredintoandcontemplatedundertheProposedShareholder

sMandateareas

follows:-

RelatedPartiesandnatureof

transaction

*Estimated

aggregate

valueduringthevalidity

periodoftheProposed

ShareholdersMandate

(CurrentEstimated

Value)

(RM000)#

Estimated

valueas

disclosedin

Circularto

Shareholdersdated

4Novembe

r2009

(Estimated

Value)

(RM00

0)#

Actual

valuetransacted

(fromdateatAGMon

26November2009up

toLPD)

(ActualValue)

(RM000)#

Rel

ationshipbetween

Spritzerand

theRelated

Parties

(1)

MB

Provisionofsecretarial

servicestoSpritzerGroup

18

18

14

Note1

(2)

UCL

Provisionofhirepurch

asefacilitiestoSpritzerGroup

12,0

00

10,0

00

8,6

24

Note2

(3)

UIA

Provisionofinsurance

tosubsidiariesofSpritzer

500

367

371

Note3

(4)

USA

Provisionofinsurance

tosubsidiariesofSpritzer

1,0

00

410

422

Note4

(5)

YLEO

PurchaseofPETbottlesfromGPI

Purchaseoftoothbrush

esfromGPI

Purchaseofbottledwa

terfromSpritzerGroup

Provisionoftransports

ervicestosubsidiariesofSpritzer

Provisionofinternal

auditservicestosubsidiariesof

Spritzer

Note:Internalauditse

rviceswillbeprovidedbyYLEO

toSpritzerGroupfromtimetotime

11,0

00

50

37

300

25

11,0

00

50

37

300

25

7,0

13 -

25

84

14

Note5


11/33

5


transaction

*Estimated

aggregate


periodoftheProposed

ShareholdersMandate

(CurrentEstimated

Value)

(RM000)#

Estimated

valueas

disclosedin

Circularto

Shareholdersdated

4Novembe

r2009

(Estimated

Value)

(RM00

0)#

Actual

valuetransacted

(fromdateatAGMon

26November2009up

toLPD)

(ActualValue)

(RM000)#

Rel

ationshipbetween

Spritzerand

theRelated

Parties

(6)

YLT

Purchaseoftoothbrushesfrom

GPI

Purchaseofbottledwat

erfrom

SpritzerGroup

Sales

of

edible

oiland

other

consumer

products

to

subsidiariesofSpritzer

Provisionoftransportse

rvicestosubsidiariesofSpritzer

1,500

80,000

20

10

1,500

73,195

20

10

632

69,952 -

3

Note5

(7)

PAT

Salesofcomputers,per

ipheralssuchasprinters,servers,

routers

and

maintenance

of

networking

systems

to

SpritzerGroup

10

10

-

Note6

(8)

YLOF

Purchaseofbottledwa

terfrom

SpritzerGroup

Purchaseoftoothbrush

esfrom

GPI

3,550

40

3,550

40

2,131

16

Note7

(9)

SEAPP

SalesofcartonboxestoSpritzerGroup

Purchaseofbottledwa

terfrom

SpritzerGroup

9,000 3

9,000 3

6,375 -

Note5

(10)CM

Purchaseofbottledwaterfrom

SpritzerGroup

Rentaloflorrypayable

monthlytoSpritzerGroup

6,300

43

6,300 -

4,064 -

Note8

(11)UE

Salesofpackagingma

terialstoSpritzerGroup

Purchaseofrecyclematerialfrom

SpritzerGroup

400

400

300

400

260

250

Note9


12/33

6


transaction

*Estimated

aggregate


periodoftheProposed

ShareholdersMandate

(CurrentEstimated

Value)

(RM000)#

Estimated

valueas

disclosedin

Circularto

Shareholder

sdated

4Novembe

r2009

(Estimated

Value)

(RM00

0)#

Actual

valuetransacted

(fromdateatAGM

on

26November2009up

toLPD)

(ActualValue)

(RM000)#

Relationshipbetween

Spritzerand

theRelated

Parties

(12)MS

SalesofglovestoSprit

zerGroup

12

12

7

Note10

(13)YLM

Salesofconsumerprod

uctstoSpritzerGroup

Rentalofwarehousecu

m

officebuildingpayablemonthly

toSpritzerGroup

Add:Lot11,Tasek

Square,Tasek

IndustrialEstate,

31400Ipoh,PerakDarulRidzuan.

680

6 -

4 -

Note5

(14)CB

Rentalofofficebuild

ing

payablemonthly

to

Spritzer

Group

Add

:No.1,JalanSita

r33/6,Seksyen33,

40400ShahAlam,SelangorDarulEhsan.

25

-

-

Note11

Notes:-

*

TheCurrentEstimatedValueo

ftransactionsfromtheforthcoming17

thA

GMtothenextAGMisbasedonbudgets.Howeveractualamounts

transactedinthe

futuremayvary.

#

Thefiguresareroundedtothenearestthousand.

NoneoftheActualValueoftheRe

currentRelatedPartyTransactionsas

disclosedabovehasexceededtheEs

timatedValuebytenpercent(10%)

ormore.


13/33


14/33


15/33

9

2.5 Guidelines and Review Procedures

The management of Spritzer Group has ensured and will continue to ensure that the RecurrentRelated Party Transactions will only be entered into after taking into consideration of the

pricing, level of services, quality of product and other related factors on terms not morefavourable to the Related Parties than those generally available to the public and are not to the

detriment of the minority shareholders. In doing so, the management has implemented andwill continue to implement the following methods and procedures:-

(i) Spritzer Group will keep record of all Recurrent Related Party Transactions andsummary of such transactions are submitted quarterly to the Head Office;

(ii) the audit committee at its meetings will review the Recurrent Related PartyTransactions and if necessary, may request the internal auditors to review the

management system and procedures in compiling information on Recurrent RelatedParty Transactions. The audit committee may, at its discretion, adopt new proceduresand amend the existing procedures which are no longer appropriate or adequate;

(iii) the external auditors will also review the Recurrent Related Party Transactions aspart of the audit programme;

(iv) terms of the Recurrent Related Party Transactions relating to the price or sales anddistribution margin shall not be subject to substantial change during the period whichthe shareholders mandate is in force. Where such change is deemed necessary, themanagement shall review that the new terms are consistent with a transactionconducted at arms length and on normal commercial terms consistent with the

Groups usual business practices and policies;

(v) where any director has an interest, direct or indirect, in any Recurrent Related PartyTransactions, such director or his alternate shall abstain from deliberation and votingon the resolution. Where any member of the audit committee is interested in anyRecurrent Related Party Transactions, that member shall abstain from deliberation

and voting on any decisions to be taken by the audit committee with respect to suchtransaction;

(vi) disclosure will be made in the annual report of the Company of the aggregate valueof transactions conducted pursuant to the Proposed Shareholders Mandate during thefinancial year with a breakdown of the aggregate value of the recurrent transactionsbased on the type, names of the Related Parties involved and their relationships withthe Company. Disclosure will also be made in the annual reports of the subsequentfinancial year during which the period the shareholders mandate remains in force.

(vii) at least two other contemporaneous transactions with unrelated third parties forsimilar products/services and/or quantities will be used as comparison, wherever

possible, to determine whether the price and terms offered to/by the Related Parties

are fair and reasonable and comparable to those offered to/by other unrelated thirdparties for the same or substantially similar type of products/services and/orquantities. Where quotation or comparative pricing from unrelated third parties

cannot be obtained, the transaction price will be determined by the Group based onthose offered by/to other unrelated parties for the same or substantially similar type

of transaction to ensure that the Recurrent Related Party Transaction is notdetrimental to the Group.

2.5.1 Threshold of Authority

The Group has in place a level of authority policy to facilitate the orderly and

efficient operations of the Group. Managers are given a reasonable and acceptablelevel of authority to approve limited purchases and payments. For amounts exceeding

the managers authority i.e. RM50,000.00, prior approval of the General Manager oran Executive Director is required.


16/33

10

3. AUDIT COMMITTEE STATEMENTThe Audit Committee of Spritzer, having reviewed the procedures mentioned in Section 2.5 above, isof the opinion that the procedures are sufficient to ensure that the Recurrent Related Party Transactions

are on terms not more favourable to the Related Parties than those generally available to the public andare not to the detriment of the minority shareholders, and hence, will not be prejudicial to the

shareholders or disadvantageous to the Group.

In addition, the Audit Committee is of the opinion that the Spritzer Group has in place adequateprocedures and processes to monitor, track and identify Recurrent Related Party Transactions in atimely and orderly manner. The Audit Committees review procedures and processes will be conductedon a quarterly basis together with the review of the quarterly financial results, or such frequency as the

Audit Committee considers appropriate having regard to the value and frequency of the RecurrentRelated Party Transactions.

4. RATIONALE AND BENEFITS

The Recurrent Related Party Transactions entered or to be entered into from time to time by Spritzer

Group are in the ordinary course of business. They are recurring transactions of a revenue or trading

nature which are likely to occur with some degree of frequency and arise at any time and from time totime. These transactions may be constrained by the time-sensitive nature and confidentiality of suchtransactions, and it may be impractical to seek shareholders approval on a case to case basis beforeentering into such transactions. As such, the Company is seeking its shareholders approval for theProposed Shareholders Mandate pursuant to Paragraph 10.09(2) of the Listing Requirements to allow

the Group to continue to enter or to enter into the Recurrent Related Party Transactions.

The Proposed Shareholders Mandate is crucial to ensure continuing day-to-day operations of theGroup. By obtaining the renewal on an annual basis, this will reduce substantial administrative timeand expenses associated with the convening of general meetings from time to time to seekshareholders approval of each transaction while still maintaining the objective of keeping shareholders

informed of the extent of the Recurrent Related Party Transactions occurring within the Group.

Spritzer Group has a long standing business relationship with YLO. YLO is the holding company of adiversified group of companies, some of which are currently providing Spritzer with services classifiedas Recurrent Related Party Transactions. There exist a strong relationship between Spritzer and theRelated Parties which remain till today. The Directors are of the view that the close workingrelationship of Spritzer and various Related Parties has over the years benefited the Group in making itmore competitive in the industry. The Directors believe that the existing Deeds of Assignment between

CS, GPI and YLT which assign sole product distribution rights to YLT have allowed Spritzer access toestablished distribution channels in Malaysia. YLT is currently the marketing and distribution arm of

YLC, a subsidiary of YLO and markets a wide range of consumer products such as foodstuff, babyproducts, household cleaning item and toothbrushes.

It should also be emphasised that the Related Parties are not under any obligation to enter intotransactions with the Group and vice versa. Ultimately all business transactions are entered into with

the intention of profiting from market situations. Therefore external market prices and conditions areimportant factors that determine transaction prices between the Group and the Related Parties.However, close relationship between the Group and the Related Parties allow for better control ofquality and inventory and this result in the reduction of inventory driven costs and the maintenance ofquality of its end products.

5. FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE

The Proposed Shareholders Mandate will not have any effect on the issued and paid-up share capital,net assets and earnings of Spritzer Group.

6. APPROVAL REQUIRED

The Proposed Shareholders Mandate is conditional upon the approval of the shareholders of Spritzer atthe forthcoming 17th AGM.


17/33

7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS

The direct and indirect interests of the interested directors, Major Shareholders and Persons Connectedto them as at 5 October 2010 are as follows:-

Direct interest Deemed interest

Number ofShares

Percentage(%)

Number ofShares

Percentage(%)

Directors

Dato Lim A Heng @ Lim Kok Cheong

(LKC)Lim Kok Boon (LKB)

Dr. Chuah Chaw TeoLam SangChok Hooa @ Chok Yin Fatt

Major Shareholders

YLC

YLH

LKCLKBDatin Chua Shok Tim @ Chua Siok Hoon(CSH)Lai Yin Leng (LYL)

YLOUCL

UYLYHYW

Persons Connected

Lim Ee Young (LEY)

Lim Ee Wai (LEW) k

Lim Hock LaiLim Kok Keong

Lim Seng Lee (LSL)Lim Siew Ai o

Ooi Guat Ee (OGE)CSR

q

TCr

6,328,766

5,100,000138,666

2,628,866126,000

42,254,844

18,352,000

6,328,7665,100,0001,550,000

133,332

--

---

163,200

242,398--

105,66638,00021,332

4,664,000697,332

4.84

3.90

0.102.01

0.10

32.35

14.05

4.843.901.19

0.10--

---

0.12

0.19-

-0.080.030.023.570.53

67,923,774a

4,902,998 b

---

-

697,332c

67,923,774 a4,902,998

b

72,702,540d

9,869,666e

61,304,176 f61,304,176 g61,304,176 g

61,304,176h

61,304,176 i

21,332j

-4,664,000

l

4,664,000 m

4,664,000 n-

163,200p

--

52.00

3.75

---

-0.53

52.003.75

55.65

7.5646.9346.9346.93

46.9346.93

0.02

-3.573.57

3.57-

0.12--

Notes:-

a Deemed interest by virtue of major shareholdings in CSR and YW, and the Shares held by his

spouse, CSH and children, LEY and LEW in the Company pursuant to Section 6A of the Act.b Deemed interest by virtue of major shareholding in CSR, and the Shares held by his spouse,

LYL and child, LSL in the Company pursuant to Section 6A of the Act.

c Deemed interest by virtue of 100% shareholding in TC pursuant to Section 6A of the Act.

d Deemed interest by virtue of major shareholding in YW, deemed major shareholding in CSR,and the Shares held by her spouse, LKC and children, LEY and LEW in the Companypursuant to Section 6A of the Act.

e Deemed interest by virtue of deemed major shareholding in CSR, and the Shares held by herspouse, LKB and child, LSL in the Company pursuant to Section 6A of the Act.

f

Deemed interest held through YLC, YLH and deemed major shareholding in TC pursuant toSection 6A of the Act.

g Deemed interest held through YLO pursuant to Section 6A of the Act.

11


18/33

12

hDeemed interest held through UCL and UYL pursuant to Section 6A of the Act.

iDeemed interest held through YH pursuant to Section 6A of the Act.

j Deemed interest by virtue of the Shares held by his spouse, OGE in the Company pursuant toSection 6A of the Act. He is a Person Connected with the director and Major Shareholders by

virtue of being the son of LKC and CSH.

kA Person Connected with the director and Major Shareholders by virtue of being the son ofLKC and CSH.

l Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act.He is a Person Connected with the director and Major Shareholders by virtue of being the sonof LKB and LYL.

mDeemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act.He is a Person Connected with the directors and Major Shareholders by virtue of being thebrother of LKC and LKB, and brother-in-law of CSH and LYL.

n

Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of the Act.He is a Person Connected with the director and Major Shareholders by virtue of being the son

of LKB and LYL.

oA Person Connected with the directors and Major Shareholders by virtue of being the sister ofLKC and LKB, and sister-in-law of CSH and LYL.

p Deemed interest by virtue of the Shares held by her spouse, LEY. She is a Person Connectedwith the director and Major Shareholders by virtue of being the daughter-in-law of LKC andCSH.

qA Person Connected with the directors and Major Shareholders by virtue of majorshareholdings held by LKC and LKB.

rA Person Connected with the Major Shareholder by virtue of 100% shareholding held throughYLH.

The interested directors, namely Dato Lim A Heng @ Lim Kok Cheong, Lim Kok Boon, Lam Sang,Chok Hooa @ Chok Yin Fatt and Dr. Chuah Chaw Teo have abstained and will abstain from board

deliberation and voting on the resolution pertaining to the Proposed Shareholders Mandate at therelevant Board Meeting.

The interested Major Shareholders, namely YLC, YLH, Dato Lim A Heng @ Lim Kok Cheong, LimKok Boon, Datin Chua Shok Tim @ Chua Siok Hoon, Lai Yin Leng, YLO, UCL, UYL, YH and YWhave abstained and will abstain from voting on the ordinary resolution approving the Proposed

Shareholders Mandate at the forthcoming 17th AGM.

And that all the above interested directors, Major Shareholders and Persons Connected with the

directors and Major Shareholders, which have any interest, direct and/or indirect, in the ProposedShareholders Mandate will abstain from voting in respect of their direct and/or indirect shareholdingson the ordinary resolution pertaining to the Proposed Shareholders Mandate to be tabled at theforthcoming 17th AGM.

The interested directors and Major Shareholders have undertaken that they shall ensure that the PersonsConnected with them will abstain from voting on the ordinary resolution deliberating or approving theProposed Shareholders Mandate at the forthcoming 17th AGM.

Save as disclosed above, none of the other directors, Major Shareholders and Persons Connected with

them have any interest, direct and/or indirect in the Proposed Shareholders Mandate.


19/33

13

8. DIRECTORS RECOMMENDATION

Having considered the rationale of the Proposed Shareholders Mandate and after careful deliberation,the Board, except for the interested directors, Dato Lim A Heng @ Lim Kok Cheong, Lim Kok Boon,

Lam Sang, Chok Hooa @ Chok Yin Fatt and Dr. Chuah Chaw Teo, is of the opinion that the ProposedShareholders Mandate is in the best interest of the Group.

Accordingly, the Board, except for the aforementioned directors, recommends that you vote in favourof the ordinary resolution to be tabled at the forthcoming 17

thAGM.

9. AGM

The 17th AGM of the Company, the extract of the notice which is enclosed in this Circular, will be heldat Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan onTuesday, 23 November 2010 at 11.00 a.m.

If you are unable to attend and vote in person at the 17th

AGM, you are requested to complete, sign andreturn the Form of Proxy, which is attached together with the 2010 Annual Report of the Company, inaccordance with the instructions therein as soon as possible, so as to arrive at the Registered Office of

the Company not less than forty-eight (48) hours before the time for holding the 17th

AGM. Thelodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting

should you subsequently wish to do so.

10. FURTHER INFORMATION

You are advised to refer to the Appendix I for further information.

Yours faithfully,For and on behalf of the Board

SPRITZER BHD

DR. CHUAH CHAW TEO

Executive Director


20/33

PART B

PROPOSED RENEWAL OF AUTHORITY TO

PURCHASE ITS OWN SHARES BY SPRITZER BHD


21/33



Registered Office

Lot 85, Jalan PortlandTasek Industrial Estate

31400 IpohPerak Darul Ridzuan

29 October 2010

Board of Directors

Dato Lim A Heng @ Lim Kok Cheong, JSM, DPMP, JP (Non-Independent Non-Executive Chairman)

Lim Kok Boon (Managing Director)

Dr. Chuah Chaw Teo (Executive Director)Lam Sang (Executive Director)Chok Hooa @ Chok Yin Fatt, PMP (Non-Independent Non-Executive Director)Dato Ir. Nik Mohamad Pena bin Nik Mustapha, DIMP (Independent Non-Executive Director)Y. B. Mohd Adhan bin Kechik, SMK(Independent Non-Executive Director)

Kuan Khian Leng (Independent Non-Executive Director)

To : The Shareholders of Spritzer

Dear Sir/Madam,

PROPOSED RENEWAL OF AUTHORITY TO PURCHASE ITS OWN SHARES BYSPRITZER BHD

1. INTRODUCTION

At the AGM of the Company held on 26 November 2009, shareholders approval was obtained for theCompany to purchase up to ten per cent (10%) of its issued and paid-up share capital at any given pointof time through Bursa Securities.

The authority for the existing mandate shall lapse at the conclusion of the forthcoming 17th AGM

unless authority for its renewal is obtained from its shareholders.

On 13 October 2010, the Company announced to Bursa Securities its intention to seek shareholdersapproval for the Proposed Share Buy-Back at the forthcoming 17th AGM.

The purpose of Part B of this Circular is to provide you with the relevant information on the ProposedShare Buy-Back and to seek your approval for the ordinary resolution to be tabled at the forthcoming17th AGM. The notice of the AGM, together with the Form of Proxy are set out in the Companys 2010

Annual Report which is despatched together with this Circular. An extract of the said notice withrespect to the Proposed Share Buy-Back is also enclosed in this Circular.

14


22/33

15

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

2.1 IntroductionThe renewal of the existing Share Buy-Back Shareholders Mandate will allow the Board toexercise the power of the Company to purchase its own shares on Bursa Securities of up to ten

per cent (10%) of its issued and paid-up share capital at any point in time during theauthorised period, subject to the provisions of Section 67A of the Act and regulationsthereunder, the Listing Requirements, the Memorandum and Articles of Association and anyprevailing laws, regulations, rules, orders, guidelines and requirements of any regulatoryauthorities (as may be amended, modified or re-enacted from time to time) at the time ofpurchase(s). The Proposed Share Buy-Back will be executed through Bursa Securities via

stockbrokers.

If approved, the authorised period for the Proposed Share Buy-Back shall be effectiveimmediately upon the passing of the ordinary resolution at the forthcoming 17

thAGM and

shall continue to be in force until:-

(i) the conclusion of the next AGM of the Company following the AGM at which suchresolution was passed at which time it will lapse unless by an ordinary resolutionpassed at that meeting, the authority is renewed, either unconditionally or subject to

conditions;

(ii) the expiration of the period within which the next AGM after that date is required bylaw to be held; or

(iii) revoked or varied by an ordinary resolution passed by the shareholders of theCompany in a general meeting,

whichever occurs first.

In accordance with the Listing Requirements, Spritzer may only purchase its own shares at a

price which is not more than fifteen per cent (15%) above the weighted average market pricefor the shares for the five (5) market days immediately preceding before the purchase.

The Company may retain the shares purchased as treasury shares or cancel the shares or both,depending on the capital requirements of the Company at that point in time. In the event thatthe Company retains the purchased shares as treasury shares, the said treasury shares may bedistributed as share dividends to shareholders and/or resold through Bursa Securities and/orsubsequently cancelled.

While the purchased shares are held as treasury shares, the rights attached to them in relationto voting, dividends and participation in any other distributions or otherwise will be suspended.

The treasury shares shall not be taken into account in calculating the number or percentage ofshares or of a class of shares in the Company for any purposes including substantial

shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting andthe result of a vote on a resolution at a meeting.

.In the case of a resale of treasury shares, if any, the Company may only resell the treasury

shares on Bursa Securities at:-

(a) a price which is not less than the weighted average market price for the shares for thefive (5) market days immediately before the resale; or

(b) a discounted price of not more than five per cent (5%) to the weighted average

market price for the shares for the five (5) market days immediately before the resaleprovided that:-

(i) the resale takes place no earlier than thirty (30) days from the date ofpurchase; and(ii) the resale price is not less than the cost of purchase of the shares being

resold


23/33

16

2.2 Rationale for the Proposed Share Buy-Back

The Proposed Share Buy-Back is expected to enhance shareholders value in the event that

such purchased shares are cancelled as the resultant reduction in the issued and paid-up capitalof Spritzer is expected to increase the earnings per share, thereby making the shares more

attractive to investors.

In addition, the purchased shares may be held as treasury shares and distributed toshareholders as dividends and/or resold in the open market with the intention of realising a

potential capital appreciation on the shares.

As at the date of this Circular, the Company has not decided on the action to be taken on theshares to be purchased, namely to retain those purchased shares as treasury shares, or cancelthe shares purchased or a combination of both. The decision will be made by the Board at the

appropriate time.

2.3 Quantum and Funding

The actual number of shares which may be purchased and the timing of the purchase(s) will

depend on, inter-alia, market conditions, the availability of retained profits/share premium andfinancial resources of the Company as well as the Listing Requirements to maintain thenecessary shareholding spread.

The maximum amount of funds to be allocated for the Proposed Share Buy-Back shall not

exceed the retained profits and/or share premium account of the Company. Based on the latestfinancial statements for the financial year ended 31 May 2010, the share premium account and

retained profits of the Company were RM16.55 million and RM6.08 million respectively; andthe share premium account and retained profits of the Company based on the unauditedquarterly results as at 31 August 2010 were RM16.55 million and RM6.02 millionrespectively.

The Proposed Share Buy-Back, if implemented, will be financed through internally generatedfunds and/or borrowings. The amount of bank borrowings to be used for the Proposed Share

Buy-Back would depend on the prevailing interest rates accorded to the bank borrowings andthe repayment capabilities of the Company. In the event that Spritzer decides to utilise bankborrowings to finance the Proposed Share Buy-Back, it will ensure that it has sufficientfinancial capability to repay the bank borrowings and interest expense. The bank borrowingsare not expected to have a material impact on the cash flows or earnings of the Company.

2.4 Potential Advantages and Disadvantages of the Proposed Share Buy-BackThe potential advantages and disadvantages of the Proposed Share Buy-Back to the Company

and its shareholders are as follows:-

Potential advantages:-

(i) allows the Company the flexibility in attaining its desired capital structure; and(ii) rewards the shareholders in the event the treasury shares are distributed as share

dividends.

Potential disadvantages:-

(i) the Proposed Share Buy-Back will reduce the financial resources of the Group andmay result in the Group forgoing better investment opportunities that may emerge inthe future; and

(ii) as the Proposed Share Buy-Back can only be made out of share premium accountand/or retained profits of the Company, it may result in the reduction of financial

resources available for distribution to shareholders of the Company in the immediatefuture.

The Board will be mindful of the Company and its shareholders in undertaking the ProposedShare Buy-Back and in the subsequent resale of treasury shares on Bursa Securities, if any.


24/33

17

3. FINANCIAL EFFECTS OF THE PROPOSED SHARE BUY-BACK

The financial effects of the Proposed Share Buy-Back on the Company are as follows:-

3.1 Share Capital

The effects of the Proposed Share Buy-Back on the share capital of Spritzer will depend onthe intention of the Board with regards to the purchased shares.

In the event that shares purchased are retained as treasury shares, the Proposed Share Buy-Back will have no effect on the issued and paid-up share capital of Spritzer. Nevertheless,certain rights attached to the shares in relation to voting, dividends and participation in other

distributions or otherwise will be suspended while the shares are held as treasury shares. Thetreasury shares shall not be taken into account in calculating the number or percentage of

shares or of a class of shares in the Company for any purposes including substantialshareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting andthe result of a vote on a resolution at a meeting.

In the event that the shares purchased by the Company are subsequently cancelled, the issued

and paid-up share capital will be reduced by the number of shares cancelled. The effect on theissued and paid-up share capital of the Company is set out below:-

Number of Shares

Issued and paid-up share capital as at 5 October 2010 #

Less : Maximum number of shares that may be purchasedpursuant to the Proposed Share Buy-Back

130,658,666

(13,065,866)

Issued and paid-up share capital after the Proposed Share Buy-Back and cancellation

117,592,800

# Including 24,000 treasury shares held as at 5 October 2010.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK


25/33

18

3.2

DirectorsandSubstantialShareholdersInterests

TheeffectsofthePropose

dShareBuy-BackontheshareholdingsoftheDirectorsandSubstantialS

hareholdersbasedontheRegisterofDirectorsandthe

RegisterofSubstantialShareholdersrespectivelyasat5Octobe

r2010areasfollows:-

(i)

Directorsinterests

Name

Asat5October2010

AfterProposedShareB

uy-Back@

Direct

Indirect

Direct

Indirect

Nu

mberof

Shares

%

Num

%

Num

of

%

Nu

m

ber

Shareso

f

ber

Shares

ber

Shareso

f

%

1.

DatoLimAHeng@

LimKokCheong(LKC)

2.

LimKokBoon(LK

B)

3.

Dr.ChuahChawTeo

4.

LamSang

5.

ChokHooa@C

hok

YinFatt

6.

DatoIrNikMohamedPenabinNikMustapha

7.

Y.B.MohdAdhanb

inKechik

8.

KuanKhianLeng

6,3

28,766

5,1

00,000

1

38,666

2,6

28,866

1

26,000

1,3

50,000

3,6

61,332 -

4.84

3.90

0.10

2.01

0.10

1.03

2.80 -

67,923,774a

4,902,998b- - - - -

4,800,000c

5

2.00

3.75 - - - - -

3.67

6,328,766

5,100,000

138,666

2,628,866

126,000

1,350,000

3,661,332 -

5.38

4.34

0.12

2.24

0.11

1.15

3.11 -

67,923,774a

4,902,998b- - - - -

4,800,000c

57.76

4.17 - - - - -

4.08

THERESTOFTHISPAGEISINTENTIONALLYLEFT

BLANK


26/33

19

(ii)

SubstantialShareholdersInterests

Name

Asat5October2010(1)

AfterProposedShareB

uy-Back

@

Direct

Indirect

Direct

Indirect

Numberof

Shares

%

Numberof

Shares

%

Number

ofShares

%

Numberof

S

hares

%

1.YLC

2.YLH

3.AmanahRayaTrusteesBerhad

-SkimAmanahSaha

mBumiputera

4.LKC

5.LKB

6.DatinChuaShokTim

@ChuaSiokHoon(CSH)

7.LaiYinLeng(LYL

)

8.YLO

9.UCL

10.UYL

11.YH

12.YW

42,254,844

18,352,000

6,750,000

6,328,766

5,100,000

1,550,000

133,332 - - - - -

32.35

14.055.17

4.843.901.190.10 - - - - -

-

697,332d

-

67,923,774a

4,902,998b

72,702,540e

9,869,666f

61,304,176g

61,304,176h

61,304,176h

61,304,176i

61,304,176j

-

0.53 -

52.003.75

55.657.56

46.93

46.93

46.93

46.93

46.93

42,254,844

18,352,000

6,750,000

6,328,766

5,100,000

1,550,000

133,332 - - - - -

35.93

15.615.74

5.384.341.320.11- - - - -

-

697,332d

-

67,923,774a

4,902,998b

72,702,540e

9,86

9,666f

61,304,176g

61,304,176h

61,304,176h

61,30

4,176i

61,30

4,176j

-

0.59 -

57.764.17

61.838.39

52.13

52.13

52.13

52.13

52.13

(iii)PersonsConnected

withDirectorsandSubstantialShareholdersInterests

Name

Asat5October2010(1)

AfterProposedShareB

uy-Back

@

Direct

Indirect

Direct

Indirect

Numberof

Shares

%

Numberof

Shares

%

Number

ofShares

%

Numberof

S

hares

%

1.

LimEeYoung(LEY)

2.

LimEeWai(LEW)l

3.

LimHockLai

4.

LimKokKeong

5.

LimSengLee(LSL

)

6.

LimSiewAip

7.

OoiGuatEe(OGE)

8.

CSRr

9.

TCs

163,200

242,398 - -

105,666

38,000

21,332

4,664,000

697,332

0.120.19 - -

0.080.030.023.570.53

21,332k-

4,664,000m

4,664,000n

4,664,000o-

163,200q - -

0.02 -

3.573.573.57 -

0.12 - -

163,200

242,398 - -

105,666

38,000

21,332

4,664,000

697,332

0.140.21

-

-

0.090.030.023.970.59

21,332k -

4,664,000m

4,664,000n

4,664,000o -

163,200q

-

-

0.02 -

3.973.973.97 -

0.14 - -


27/33

20

Notes:-

@Assuming the Proposed Share Buy-back is implemented in full and all the shares sopurchased are either kept as treasury shares or fully cancelled.

aDeemed interest by virtue of major shareholdings in CSR and YW, and the Sharesheld by his spouse, CSH and children, LEY and LEW in the Company pursuant toSection 6A of the Act.

bDeemed interest by virtue of major shareholding in CSR, and the Shares held by hisspouse, LYL and child, LSL in the Company pursuant to Section 6A of the Act.

c Deemed interest by virtue of major shareholding in Unique Bay Sdn Bhd pursuant to

Section 6A of the Act.

d Deemed interest by virtue of 100% shareholding in TC pursuant to Section 6A of the

Act.

eDeemed interest by virtue of major shareholding in YW, deemed major shareholdingin CSR, and the Shares held by her spouse, LKC and children, LEY and LEW in the

Company pursuant to Section 6A of the Act.f Deemed interest by virtue of deemed major shareholding in CSR, and the Shares held

by her spouse, LKB and child, LSL in the Company pursuant to Section 6A of theAct.

g Deemed interest by virtue of major shareholdings in YLC, YLH, and deemed major

shareholding in TC in the Company pursuant to Section 6A of the Act.

hDeemed interest held through YLO pursuant to Section 6A of the Act.

iDeemed interest held through UCL and UYL pursuant to Section 6A of the Act.

j Deemed interest held through YH pursuant to Section 6A of the Act.

k Deemed interest by virtue of the Shares held by his spouse, OGE pursuant to Section

6A of the Act. He is a Person Connected with the director and Major Shareholders byvirtue of being the son of LKC and CSH.

l A Person Connected with the director and Major Shareholders by virtue of being the

son of LKC and CSH.

m Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of

the Act. He is a Person Connected with the director and Major Shareholders by virtueof being the son of LKB and LYL.

n Deemed interest by virtue of major shareholding in CSR pursuant to Section 6A of

the Act. He is a Person Connected with the directors and Major Shareholders by

virtue of being the brother of LKC and LKB, and brother-in-law of CSH and LYL.

oDeemed interest by virtue of major shareholding in CSR pursuant to Section 6A ofthe Act. He is a Person Connected with the director and Major Shareholders by virtue

of being the son of LKB and LYL.

pA Person Connected with the directors and Major Shareholders by virtue of being thesister of LKC and LKB, and sister-in-law of CSH and LYL.

q Deemed interest by virtue of the shares held by her spouse, LEY. She is a Person

Connected with the director and Major Shareholders by virtue of being the daughter-in-law of LKC and CSH.

r

A Person Connected with the directors and Major Shareholders by virtue of majorshareholdings held by LKC and LKB.

s A Person Connected with the Major Shareholder by virtue of 100% shareholding

held through YLH.


28/33

21

3.3 Net Assets

The effects of the Proposed Share Buy-Back on the net assets per share of Spritzer Group isdependent on whether or not the shares purchased are cancelled or retained as treasury shares,

the number of shares purchased, the timing, the purchase price and the eventual treatment ofany treasury shares arising therefrom.

The Proposed Share Buy-Back will reduce the net assets per share of Spritzer Group when thepurchase price exceeds the net assets per share of Spritzer Group at the relevant point in time.On the other hand, the net assets per share of Spritzer Group will be increased when thepurchase price is less than the net assets per share of Spritzer Group at the relevant point intime.

If the purchased shares were held as treasury shares and subsequently resold on Bursa

Securities, the Companys net assets per share would increase if the Company realise a gainfrom the resale and vice versa. In addition to the purchase price of the shares, the effectivecost of funds or any loss in interest income to the Group may also have an impact on the netassets per share.

3.4 Earnings

Depending on the number of shares so purchased and the purchase price of the shares, theProposed Share Buy-Back may increase the EPS of the Group. Similarly, on the assumptionthat the shares so purchased are treated as treasury shares, the extent of the effect on theearnings of the Group will depend on the actual selling price, the number of treasury sharesresold and the gain from disposal.

3.5 Dividends

The Board has recommended, subject to obtaining the shareholders approval at theforthcoming 17

thAGM, a first and final dividend of 2.5 sen per Share, tax-exempt, in respect

of the financial year ended 31 May 2010.

The Proposed Share Buy-Back is not expected to have any material effect on the dividendpolicy of the Company. The level of dividends to be declared for the future financial yearswould be determined by the Board after taking into consideration the performance and cashflow position of Spritzer, as well as the prevailing economic conditions.

3.6 Cash Flows

The Proposed Share Buy-Back is expected to reduce the working capital of the Group, thequantum of which will depend on the number of shares to be bought back and the purchaseprice of the shares.

4. IMPLICATIONS RELATING TO THE CODE

Part II and Practice Note 2.7 of the Code states that if a person, together with persons acting in concertwith him, if any, holding more than 33% but less than 50% of the voting shares of a company, who as aresult of a purchase by the company of its own shares, increases his holding in any period of six (6)months by an additional 2% or more of the voting shares of the Company, the person together withpersons acting in concert with him, if any, are obligated to extend a mandatory take-over offer toacquire the remaining shares not already held by them.

The Proposed Share Buy-Back is not expected to trigger any obligation by the substantial shareholders

of the Company and/or persons acting in concert with them to undertake a mandatory offer under theCode.

Nevertheless, the Board will be mindful of the potential implications relating to the Code. In the event

that obligations relating to Part II of the Code are expected to be triggered as a result of the ProposedShare Buy-Back, which is an action outside its direct participation, the affected parties shall apply to

the Securities Commission for an exemption from undertaking a take-over offer for all the remainingshares in the Company not already held by them under Practice Note 2.9.10 of the Code.


29/33

22

5. PUBLIC SHAREHOLDING SPREAD

According to the Record of Depositors and the Register of Substantial Shareholders of the Company asat 5 October 2010, the total percentage of the issued and paid-up share capital of Spritzer which is held

by the public (in accordance with the public shareholding spread requirements of Bursa Securities) was29.28%. The public shareholding spread of Spritzer is expected to reduce to 21.44% assuming that the

Proposed Share Buy-Back is implemented in full with the purchase of Shares from public shareholdersand all the Shares so purchase are either held as treasury shares or cancelled.

The Company will be mindful of the public shareholding spread requirement before making anypurchase of its own shares.

6. SHARE PRICES

The monthly highest and lowest prices of the Shares as traded on Bursa Securities for the past twelve(12) months are as follows:-

High

(RM)

Low

(RM)

2009

OctoberNovemberDecember

0.800.720.80

0.680.69

0.69

2010

January 0.75 0.67February 0.70 0.67March 1.05 0.69April 1.03 0.92May 1.28 0.91

June 1.05 0.88July 1.18 0.95

August 1.09 1.00September 1.14 1.00

(Source : The Star online)

The last transacted price of the Shares on Bursa Securities on 5 October 2010, being the latestpracticable date prior to the printing of this Circular, was RM1.03 per Share.

7. PURCHASES OF OWN SHARES OR RESALE OR CANCELATION OF TREASURY

SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS

As of 5 October 2010, the total treasury shares held by the Company is 24,000 Shares.

There were no purchases of own shares and resale or cancellation of treasury shares by the Company inthe preceding twelve (12) months.

8. APPROVAL REQUIRED

The renewal of the Proposed Share Buy-Back is conditional upon the approval of the shareholders ofSpritzer at the forthcoming 17

thAGM.

9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS

Save for the consequential increase in the percentage shareholdings and/or voting rights of theDirectors and/or substantial shareholders of the Company as a result of the Proposed Share Buy-Back,

none of the Directors and/or substantial shareholders or Persons Connected to them, has any interest,direct or indirect, in the Proposed Share Buy-Back and if any, in the resale of treasury shares.


30/33

23

10. DIRECTORS RECOMMENDATION

The Board, having considered the rationale of the Proposed Share Buy-Back and after careful

deliberation, is of the opinion that the Proposed Share Buy-Back is in the best interest of the Group.

Accordingly, the Board recommends that you vote in favour of the ordinary resolution to be tabled at

the forthcoming 17th

AGM.

11. AGM

The 17th AGM of the Company, the extract of the notice which is enclosed in this Circular, will be heldat Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan on

Tuesday, 23 November 2010 at 11.00 a.m.

If you are unable to attend and vote in person at the AGM, you are requested to complete, sign andreturn the Form of Proxy, which is attached together with the 2010 Annual Report of the Company, inaccordance with the instructions therein as soon as possible, so as to arrive at the Registered Office ofthe Company not less than forty-eight (48) hours before the time for holding the AGM. The lodging of

the Form of Proxy will not preclude you from attending and voting in person at the meeting should you

subsequently wish to do so.

12. FURTHER INFORMATION

You are advised to refer to the Appendix I for further information.

Yours faithfully,For and on behalf of the Board

SPRITZER BHD

DR. CHUAH CHAW TEO

Executive Director


31/33

24

APPENDIX I

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENTThis Circular has been seen and approved by the Board and that they collectively and individuallyaccept full responsibility for the accuracy of the information given herein and confirm that, aftermaking all reasonable enquiries and to the best of their knowledge and belief, there are no other facts,the omission of which would make any statement in the Circular misleading.

2. MATERIAL LITIGATIONSpritzer Group is not engaged in any material litigation, claim or arbitration either as plaintiff ordefendant, and the Directors of Spritzer have no knowledge of any proceedings pending or threatenedagainst Spritzer Group or of any facts likely to give rise to any proceedings which may materiallyand/or adversely affect the financial position or business of Spritzer Group immediately preceding thedate of this Circular.

3. MATERIAL CONTRACTS

Save as disclosed below, Spritzer Group has not entered into any material contract (including contractsnot reduced into writing), not being contracts entered into in the ordinary course of business which havebeen entered into by Spritzer Group within the two (2) years immediately preceding the date of thisCircular:-

i. A sale and purchase agreement dated 11 September 2009 between CS and Sidel Distribution

(Malaysia) Sdn Bhd for the acquisition of a parcel of freehold industrial land held underH.S.(D) 127812, PT 121576, Mukim and District of Klang, Selangor Darul Ehsan measuringapproximately 31,386 square metres together with the buildings erected thereon for a totalcash consideration of RM32,500,000.00 only which has been completed on 26 November2009.

ii. A sale and purchase agreement dated 3 December 2008 between CS and MahakasaCorporation Sdn Bhd for the acquisition of all that parcel of vacant land held under Geran

103149, No. Lot 57253, Bandar Kepong, Daerah Gombak, Negeri Selangor measuringapproximately 8,266 square metres and bearing postal address known as 48, Jalan Tago 2,Tago Industrial Park, 52200 Kuala Lumpur for a total cash consideration of RM10,498,978.90only which has been completed on 1 April 2009.

4. DOCUMENTS AVAILABLE FOR INSPECTIONCopies of the following documents are available for inspection at the Registered Office of Spritzer at

Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan during normalbusiness hours from Mondays to Fridays (except Public Holidays) for the period commencing from the

date of this Circular up to and including the date of the AGM:-

(i) the Memorandum and Articles of Association of Spritzer;(ii) the audited financial statements of the Group for the past two (2) financial years ended 31

May 2009 and 31 May 2010 and the unaudited quarterly results of the Group for the firstquarter ended 31 August 2010; and

(iii) the material contracts referred to in Section 3 above.


32/33

SPRITZER BHD (265348-V)(Incorporated in Malaysia)

EXTRACT OF NOTICE OF SEVENTEENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVENTHAT the Seventeenth (17th

) Annual General Meeting (AGM) of SpritzerBhd (SpritzerorCompany) will be held at Crystal 2, Impiana Hotel Ipoh, 18 Jalan Raja Dr. Nazrin Shah,30250 Ipoh, Perak Darul Ridzuan on Tuesday, 23 November 2010 at 11.00 a.m. for the transaction of thefollowing business:-

SPECIAL BUSINESSTo consider and if thought fit, to pass the following Ordinary Resolutions:-

7. Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactionsof a Revenue or Trading Nature (Proposed Shareholders Mandate)

THAT approval be and is hereby given to the Company and its subsidiary companiesto enter into recurrent related party transactions of a revenue or trading nature which arenecessary for the Groups day-to-day operations as set out in Section 2.4 of Part A ofthe Circular to Shareholders dated 29 October 2010 subject to the followings:-

(i) the transactions are carried out in the ordinary course of business and onnormal commercial terms which are not more favourable to the related parties

than those generally available to the public and are not to the detriment of theminority shareholders of the Company; and

(ii) disclosure is made in the annual report of the aggregate value oftransactions conducted pursuant to the Proposed Shareholders Mandateduring the financial year with a breakdown of the aggregate value of the

recurrent transactions 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 and their relationship with the Company.

AND THAT such approval shall continue to be in force until:-

(i) the conclusion of the next AGM of the Company, at which time it will lapse,unless by a resolution passed by the shareholders of the Company in a generalmeeting, the authority is renewed;

(ii) the expiration of the period within which the next AGM of the Company isrequired to be held pursuant to Section 143(1) of the Act (but shall not extendto such extension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by a resolution passed by the shareholders of the Companyin a general meeting,

whichever is the earlier.

AND THAT the Directors be and are hereby authorised to complete and do all such actsand things as they may deemed necessary or expedient to give full effect to theProposed Shareholders Mandate.

Resolution 9

25


33/33

8. Proposed Renewal of Authority to Purchase its Own Shares by Spritzer Bhd

THAT, subject always to the Act, the provisions of the Memorandum and Articles ofAssociation of the Company, the Main Market Listing Requirements of Bursa MalaysiaSecurities Berhad (Listing Requirements) and the approvals of all relevantgovernmental and/or regulatory authorities, the Company be and is hereby authorised,

to the extent permitted by law, to buy-back and/or hold such amount of shares as maybe determined by the Directors of the Company from time to time through BursaMalaysia Securities Berhad (Bursa Securities) upon such terms and conditions as theDirectors may deem fit and expedient in the interest of the Company provided that:-

(i) The aggregate number of shares bought-back and/or held does not exceed tenper cent (10%) of the total issued and paid-up share capital of the Company atany point of time;

(ii) The maximum amount to be allocated for the buy-back of the Companys ownshares shall not exceed the share premium account and/or the retained profitsof the Company; and

(iii) Upon completion of buy-back by the Company of its own shares, the Directorsof the Company are authorised to deal with the shares so bought-back in any ofthe following manners:-

(a) cancel the shares so purchased;(b) retain the shares so purchased as treasury shares and held by the

Company; or

(c) retain part of the shares so purchased as treasury shares and cancel theremainder,

and the treasury shares may be distributed as dividends to the shareholders of

the Company and/or resold on Bursa Securities and/or subsequently cancelled

or any combination of the three.

AND THAT the authority conferred by this resolution shall commence upon the passing

of this resolution until:-

(i) the conclusion of the next AGM of the Company following the AGM at whichsuch resolution was passed at which time it will lapse unless by an ordinaryresolution passed at that meeting, the authority is renewed, eitherunconditionally or subject to conditions;

(ii) the expiration of the period within which the next AGM after that date isrequired by law to be held; or

(iii) revoked or varied by an ordinary resolution passed by the shareholders of the

Company in a general meeting,

whichever occurs first.

AND THAT authority be and is hereby unconditionally and generally given to the

Directors of the Company to take all such steps as are necessary or expedient (includingwithout limitation, the opening and maintaining of central depository account(s) under

the Securities Industry (Central Depositories) Act, 1991, and the entering into of allother agreements, arrangements and guarantee with any party or parties) to implement,finalise and give full effect to the aforesaid buy-back with full power to assent to anyconditions, modifications, revaluations, variations and/or amendments (if any) as maybe imposed by the relevant authorities and with full power to do all such acts and thingsthereafter (including without limitation, the cancellation or retention as treasury shares

of all or any part of the shares bought-back) in accordance with the Act, the provisionsof the Memorandum and Articles of Association of the Company, the Listing

Resolution 10

Date post:	03-Apr-2018
Category:	Documents
Upload:	khairol-alejandro
View:	217 times
Download:	0 times

Spritzr Circular 2010

Documents