KUALA LUMPUR (April 29): Seacera Group Bhd clarified today Datuk Tan Wei Lian had never approached the board of the tile manufacturer to propose any business plan, which includes the sale of the group's smaller assets and payment of a 10 sen special dividend.

Hence, Seacera does not have any knowledge of Tan's business plan as mentioned in the Nanyang Siang Pau article on Saturday, according to the group's Bursa Malaysia filing today,

Seacera said it is clarifying the article entitled "Tan Wei Lian will declare special dividend of RM0.10 after he controls Seacera Group Bhd".

Today, Seacera said: "It was mentioned in the article that '...Datuk Tan Wei Lian will sell the smaller assets of Seacera, and Tan Wei Lian guarantees that the members of Seacera will be given RM0.10 special dividend' (Tan Wei Lian's guarantee)."

"Seacera is not bound by Tan Wei Lian's guarantee in relation to the RM0.10 special dividend. The company and the board never appointed Tan Wei Lian to be the agent of the company in any form. The guarantee of RM0.10 special dividend is a personal guarantee of Tan which the company shall not be seen to have made such promotional statement.

"In any event, declaration of special dividend is governed by the Companies Act 2016. The company does not have such distributable reserves and/or retained profit for the purpose of declaring the RM0.10 special dividend totalling to RM47.4 million in foreseeable future. Based on unaudited statement of changes in equity as at Dec 31, 2018, the group's and company's distributable reserves and retained profits were in negative balances of RM15.7 million and RM19.8 million respectively," Seacera said.

Seacera also said today Tan had issued and withdrawn two extraordinary general meeting (EGM) notices dated March 28 and April 15, 2019 without stating any reason.

"Tan and three others had provided an undertaking to the High Court that they will not, jointly and severally, issue any new notice of EGM until and unless they are members of Seacera for not less than 10% of its issued capital. Hence, the board isn't sure of how Tan would control the company," the group said.