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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS SENG FONG HOLDINGS BERHAD ("SFHB" OR THE "COMPANY")
- ACQUISITION OF 51% EQUITY INTEREST IN RAINBOW RUBBER BUYING CENTER LTD ("RRBC") FOR A TOTAL CASH CONSIDERATION OF GHS280,500, OR EQUIVALENT TO RM100,500 ("ACQUISITION")
SENG FONG HOLDINGS BERHAD
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
SENG FONG HOLDINGS BERHAD ("SFHB" OR THE "COMPANY")
- ACQUISITION OF 51% EQUITY INTEREST IN RAINBOW RUBBER BUYING CENTER LTD ("RRBC") FOR A TOTAL CASH CONSIDERATION OF GHS280,500, OR EQUIVALENT TO RM100,500 ("ACQUISITION")
1. INTRODUCTION
The Board of Directors of SFHB wishes to announce that the Company had via its wholly owned subsidiary, Syarikat Tenaga (Gemas) Sdn. Bhd. ("STG") on 7 July 2026, acquired 280,500 ordinary shares ("Shares") in RRBC, representing 51% of the equity interest in RRBC from Lian Beng Swee ("the Vendor") for a cash consideration of GHS280,500, or equivalent to RM100,500 ("Purchase Consideration"). The Acquisition is expected to be completed upon the successful registration of STG as shareholder of RRBC at the Office of the Registrar of Companies, Republic of Ghana.
2. BACKGROUND
2.1 RRBC was incorporated as a private limited company on 5 March 2026 in the Republic of Ghana under the Companies Act, 2019. The present issued and paid-up share capital of RRBC is GHS 550,000.00 comprising of 550,000 ordinary shares issued and fully paid up.
The principal activity of RRBC is processing of rubber and rubber products and RRBC is currently dormant.
The directors and shareholders of RRBC and their respective shareholdings are as follows:
Name
Shareholding (Before)
Shareholding (After)
No. of ordinary share
%
No. of ordinary share
%
Directors and shareholders:
Lian Beng Swee
495,500
90
55,000
10
Solomon Archer
55,000
10
55,000
10
Ng Boon Cheng *
-
-
159,500
29
Directors:
Er Hock Lai *^@
-
-
-
-
Er Tzer Nam *@
-
-
-
-
Chong Wah Kiat *#
-
-
-
-
Director and secretary:
Jojo Nutakor
-
-
-
-
Shareholder:
STG
-
-
280,500
51
Total
550,000
100
550,000
100
Remarks:
* Appointed with effect from the date of the Acquisition.
^ Deemed interested by virtue of his substantial shareholding in the ultimate holding company, Sumber Panji Sdn. Bhd. pursuant to Section 8 of the Companies Act 2016 ("the Act") and shareholding of his son in the Company under Section 59(11)(c) of the Act.
@ Managing Director or Executive Director of the Company.
# Key senior management personnel of the Company.
3. RATIONALE FOR THE ACQUISITION
The purpose of the Acquisition is to enhance operational efficiency by securing the future supply of cup lumps and leveraging the competitive manufacturing costs associated with rubber processing in the Republic of Ghana as well as enhancing transparency in SFHB Group's supply chain which aims at addressing sustainability.
SFHB Group's goal to increase total annual production capacity to approximately 250,000 metric tonnes by 2030 will be achieved through the Acquisition which is not only to meet rising global demand, but also to enhance SFHB Group's agility and competitiveness in long run.
4. SOURCES OF FUND
The Purchase Consideration was funded through the internally generated funds of SFHBGroup.
5. FINANCIAL EFFECTS OF THE ACQUISITION
5.1 Earnings
The Acquisition has no material impact to the earnings of SFHB Group for the financial year ending 30 June 2026.
5.2 Net Assets
The Acquisition is not expected to have any material impact on the net assets of SFHB Group based on the latest audited balance sheet of SFHB Group as at 30 June 2025.
5.3 Gearing
There is no effect of the Acquisition on the gearing of SFHBGroup based on the latest audited balance sheet of SFHB Group as at 30 June 2025.
5.4 Share Capital
The Acquisition will not have any effects on the issued and paid-up share capital of SFHB.
5.5 Major Shareholders' Shareholdings
The Acquisition will not have any effects on the major shareholders' shareholdings of SFHB.
6. PERCENTAGE RATIO
The highest percentage ratio applicable to the Acquisition by SFHB based on the latest audited consolidated financial statements of SFHB Group for the financial year ended 30 June 2025 as per Paragraph 10.02g (iii) of the Main Market Listing Requirements is 0.04%.
7. RISK FACTOR
7.1 The Acquisition is not expected to expose SFHB Group to any new business risk as the Acquisition relates to SFHB Group's existing rubber processing operations. The Acquisition is consistent with the Group's long-term objective to become a dominant player in the industry.
7.2 There is no financial risks, as the Acquisition is fully funded through SFHB Group internally generated fund.
8. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST AND PERSONCONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS
None of the directors and/or major shareholders and/or persons connected with the directors or major shareholders of SFHB have any interest, direct or indirect, in the Acquisition.
9. ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances, the Acquisition is expected to be completed in the third quarter of 2026, or upon the successful registration of STG as shareholder of RRBC at the Office of the Registrar of Companies, Republic of Ghana, whichever is earlier.
10. STATEMENT BY THE BOARD OF DIRECTORS
In view of the rationale as stated under paragraph 3 above, the Board of Directors of SFHB is of the opinion that the Acquisition is in the best interest of and not to the detriment of SFHB and SFHB Group.
The Acquisition is not subject to the approval of shareholders and the relevant government authorities. In addition, the Acquisition has not departed from the Securities Commission's Policies and Guidelines on Issue/Offer of Securities and Main Market Listing Requirements of Bursa Malaysia Securities Berhad.