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PETALING JAYA (June 13): Signature International Bhd (Signature) has issued a circular to shareholders on a proposed RM66 million disposal of its Kota Damansara industrial property to Boon Koon Capital Sdn Bhd, an indirect wholly-owned subsidiary of Chin Hin Group Property Bhd (CHGP), with the matter to be tabled at an extraordinary general meeting (EGM) on June 29.
RM66 million disposal and EGM details
It said in a Bursa filing that the proposed disposal involves a parcel of leasehold industrial land together with a single-storey detached factory, three-storey office and double-storey detached factory building held under title H.S.(D) 241037, PT No. 9926, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor, with a postal address at No. 24, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor.
The property is owned by Signature Cabinet Sdn Bhd, a wholly-owned subsidiary of Signature, and will be disposed of to Boon Koon Capital for RM66 million under a sale and purchase agreement (SPA) dated March 13.
According to the circular dated yesterday, the consideration is to be satisfied entirely in cash, comprising a 10% deposit of RM6.6 million and a balance of RM59.4 million payable within six months from the unconditional date of the SPA, subject to the terms of the SPA.
The EGM will be held at Menara Chin Hin, Level 19, Stellarium, No. 1, Jalan Naga Emas, Sri Petaling, Kuala Lumpur on June 29, 2026 at 11.30am, or immediately after the conclusion or adjournment of the company’s 19th annual general meeting scheduled at the same venue and day.
Property, valuation and proceeds
The circular states that the property is a 99-year leasehold industrial parcel expiring on Oct 18, 2106, currently charged to AmBank Islamic Bhd, and comprises factory and office buildings with a defined gross floor area.
An independent valuation by KGV International Property Consultants (M) Sdn Bhd assessed the market value at RM66.36 million as at Feb 19, 2026. The disposal consideration of RM66 million is stated in the circular as close to the independent valuation and above the property’s net book value as at Dec 31, 2025.
Signature states that the disposal allows the group to divest and unlock value from the property, with staff previously based there having been relocated to Menara Chin Hin, Bandar Enstek and Pusat Perdagangan Kuchai.
Based on its audited consolidated financial statements for the financial year ended Dec 31, 2025, the group expects to record a gain on disposal of about RM5.6 million, after taking into account the net book value and estimated transaction-related expenses.
The group plans to utilise RM46.2 million of proceeds to settle borrowings secured over the property and RM16.3 million for repayment of borrowings, with RM3.5 million for estimated expenses related to the disposal, including taxes and professional fees.
On a pro forma basis, the circular states that the disposal is expected to increase net assets and reduce gearing, while improving pro forma earnings per share relative to the pre-transaction position.
Related-party transaction and governance
As Boon Koon Capital is an indirect wholly-owned subsidiary of CHGP, and Chin Hin Group Bhd and its related parties are substantial shareholders of Signature, as identified in the circular, the proposed disposal is classified as a related-party transaction under Paragraph 10.08 of the Main Market Listing Requirements.
The circular identifies Chin Hin Group Bhd, Divine Inventions Sdn Bhd, PP Chin Hin Realty Sdn Bhd, Datuk Seri Chiau Beng Teik, Datuk Wira Chiau Haw Choon and Shelly Chiau Yee Wern as interested parties.
The board states that interested directors have abstained and will continue to abstain from deliberations and voting, and that interested substantial shareholders will abstain from voting at the EGM and will ensure persons connected to them also abstain.
The transaction is subject to approvals from non-interested shareholders of Signature, non-interested shareholders of CHGP for the acquisition, and relevant state authority consents for transfer and charge registration.
Eco Asia Capital Advisory Sdn Bhd, as independent adviser, concludes that the proposed disposal is fair and reasonable, and not detrimental to the non-interested shareholders of Signature.
The audit and risk management committee states that, having considered the SPA terms, valuation, rationale, proceeds utilisation and independent adviser’s evaluation, the proposal is in the best interest of the company, fair, reasonable, on normal commercial terms and not detrimental to non-interested shareholders.
The board, save for the interested directors, recommends that non-interested shareholders vote in favour of the resolution at the forthcoming EGM.
Substantial shareholder and director interest updates
In a separate Bursa filing, Signature announced changes in interests of substantial shareholders and directors, showing transactions in Sign shares by Chin Hin Group Bhd via open and off-market trades on June 10 and 11 at RM1.34 per share.
Following the transactions, Chin Hin Group Bhd holds 385,535,372 shares, representing approximately 59.727% of the company’s issued shares.
The notices state that Divine Inventions Sdn Bhd, PP Chin Hin Realty Sdn Bhd, Datuk Seri Chiau Beng Teik and Datuk Wira Chiau Haw Choon are deemed interested in the same block of shares through indirect interests in the group structure.
Corresponding director interest notices record indirect interests of approximately 59.727% for Beng Teik and Haw Choon, with no direct shareholdings, arising from the reported share transactions.
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