GE-SHEN CORPORATION BERHAD (Company No.: X) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of Part I and II of this Circular in respect of the Proposed New Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature and Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature and 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 Part I and II of this Circular. Bursa Securities has not perused the contents of Parts III of this Circular in respect of the Proposed Renewal of Authority for Share BuyBack prior to its issuance as it is an exempt document. Bursa Securities also takes no responsibility for the contents of Parts III of this Circular, 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 Part III of this Circular. GESHEN CORPORATION BERHAD (Company No.: X) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO (I) (II) (III) PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY BACK (COLLECTIVELY, THE PROPOSALS ) The above Proposals will be tabled as Special Business at the Fourteenth Annual General Meeting ( 14th AGM ) of GeShen Corporation Berhad ( GSCB or the Company ). The Notice convening the 14th AGM of GSCB together with the Form of Proxy are set out in the Company s 2016 Annual Report, which is despatched together with this Circular. The venue, date and time of the 14th AGM are as indicated below. The Form of Proxy should be completed and deposited in accordance with the instructions therein and should reach the Registered Office of the Company on or before the date and time indicated below: Last day, date and time for lodging the Form of Proxy : Tuesday, 9 May 2017 at 10:00 a.m. Date and time of the 14th AGM : Thursday, 11 May 2017 at 10:00 a.m. Venue of the 14th AGM : Room Sapphire 3, Level 4, Grand Paragon Hotel, No. 18, Jalan Harimau, Taman Century, Johor Bahru, Johor Darul Takzim, Malaysia Date of Record of Depositors for the purpose of determining : Thursday, 4 May 2017 shareholders entitlement to attend, vote and speak at the 14th AGM This Circular is dated 18 April 2017

2 DEFINITIONS For the purpose of this Circular and the accompanying appendices, except where the context otherwise requires, or where otherwise defined herein, the following words and abbreviations shall apply throughout this Circular and shall have the following meanings: Act : Companies Act 2016, as amended from time to time and any reenactment thereof AGM : Annual General Meeting EGM : Extraordinary General Meeting Board : the Board of Directors of GSCB Bursa Securities or the Exchange : Bursa Malaysia Securities Berhad (635998W) Circular : this Circular dated 18 April 2017 in relation to the Proposals Demand Options : Demand Options Sdn. Bhd. (446459W) Director(s) : shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and for the purpose of the Proposed New Shareholders Mandate and Renewal of Shareholders Mandate includes any person who is or was within the preceding six (6) months of the date on which the terms of the transactions were agreed upon, a director of the Company or any other company which is its subsidiary or holding company or a chief executive officer of GSCB, its subsidiary or holding company DOSB Tech : DOSB Technology Pte. Ltd. ( M) an associate company of Demand Options DP Powder DP Powder Manufacturing Sdn. Bhd. ( W) EPS : Earnings Per Share Ezec Technology : Ezec Technology (M) Sdn. Bhd. (525167A) GeShen Plastic : GeShen Plastic (M) Sdn. Bhd. (372089V) GSCB or Company : GeShen Corporation Berhad (633814X) GSCB Group or Group : GSCB and its subsidiary companies GWJ Precision : GWJ Precision Mould (M) Sdn. Bhd. (557280P) GeShen (Vietnam) : GeShen (Vietnam) Co. Ltd. (31/GPKCNHD) Listing Requirements : the Main Market Listing Requirements of Bursa Securities including any amendments, modifications and additions that may be made from time to time and any Practice Notes issued in relation thereto Major Shareholder(s) : 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 of the nominal amounts of those shares, is: (a) (b) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company. i

3 DEFINITIONS For the purposes of this definition, interest in shares shall have the same meaning given in Section 8 of the Act. For the purposes of the Proposed New Shareholders Mandate and Renewal of Shareholders Mandate, it includes any person who is or was within the preceding six (6) months of the date on which the terms of the transactions were agreed upon, a major shareholder of the Company or any other company which is its subsidiary or holding company. Market day : means a day on which the stock market of the Exchange is open for trading in securities NA : net assets attributable to ordinary equity holders of the Company. Person Connected : in relation to a Director or a Major Shareholder, means such person who falls under any one (1) of the following categories: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) a family member of the Director or Major Shareholder. a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder is the sole beneficiary; a partner of the Director or Major Shareholder, or a partner of a person connected with that Director or Major Shareholder; a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; a body corporate in which the Director or Major Shareholder, and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation Polyplas : Polyplas Sdn. Bhd. (172364A) Polyplas Group : Polyplas and its subsidiary company, collectively Proposals : Proposed New Shareholders Mandate, Proposed Renewal of Shareholders Mandate and Proposed Renewal of Authority for Share Buy Back Proposed New Shareholders Mandate Proposed Renewal of Shareholders Mandate Proposed Renewal of Authority for Share Buy Back a proposal to seek for new shareholders mandate for recurrent related party transactions of a revenue or trading nature : a proposal to seek for renewal of shareholders mandate for recurrent related party transactions of a revenue or trading nature : a proposal to seek for renewal of authority to enable GSCB to purchase and/or hold up to ten percent (10%) of its issued and paidup share capital pursuant to Section 127 of the Act ii

4 DEFINITIONS Purchased Shares : shares purchased pursuant to the Proposed Renewal of Authority for Share BuyBack Related Party(ies) : Director(s), Major Shareholder(s) and/or person(s) connected with such Director(s) or Major Shareholder(s) as defined therein Recurrent Related Party Transaction(s) or RRPT(s) : recurrent related party transaction(s) of a revenue or trading nature which are necessary for the daytoday operations and are entered into or to be entered into by GSCB and/or its subsidiary companies in the ordinary course of business involving the direct and/or indirect interests of Related Parties involving the direct and/or indirect interests of Related Party(ies) RM and sen : Ringgit Malaysia and Sen, respectively Rules : rules on TakeOvers, Mergers and Compulsory Acquisitions 2016 as amended from time to time and any reenactment thereof STX : STX Precision Corporation Sdn. Bhd. (785095V) STX Johor STX Precision (Johor) Sdn. Bhd. (729037X), a wholly owned subsidiary of STX STX Penang : STX Precision (Penang) Sdn. Bhd. (861392X), a wholly owned subsidiary of STX STX Group or Group : STX and its subsidiary companies Substantial Shareholder : shall have the meaning given in Section 136 of the Act 2016 Annual Report : Annual Report of GSCB issued for the financial year ended 31 December 2016 Words denoting the singular shall, where applicable, include the plural and vice versa. Words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or reenacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. iii

5 TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF GSCB CONTAINING: 1.0 INTRODUCTION PART I PROPOSED NEW SHAREHOLDERS MANDATE PART II PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.0 PROPOSED NEW SHAREHOLDERS MANDATE AND PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 DETAILS Introduction Validity period The principal business activities of GCSB and its subsidiary companies Nature of the RRPTs and Classes of the Related Parties Amount Due and Owing to GSCB Group by Related Parties Disclosure and Review Procedures for the RRPTs Statement of the Audit and Risk Committee 2.2 RATIONALE FOR AND BENEFITS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.3 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 2.4 FINANCIAL EFFECTS PART III PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK Page PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK 3.1 Details 3.2 Potential Advantages and Disadvantages 3.3 Risk Factors 3.4 Rationale For and Benefits of Proposal 3.5 Effects of the Proposed Renewal of Authority for Share BuyBack Share Capital Net Asset Working Capital EPS Dividends Major Shareholder s Shareholdings Directors Shareholdings 3.6 Implication Relating to the Rules 3.7 Purchase, Resale and Cancellation of GCSB Shares made in the Previous Twelve (12) months 3.8 Historical Share Prices of GSCB 3.9 Directors and Major Shareholders Interests APPROVAL REQUIRED CORPORATE PROPOSALS ANNOUNCED BUT NOT YET COMPLETED DIRECTORS RECOMMENDATIONS 6.1 Proposed New Shareholders Mandate 6.2 Proposed Renewal of Shareholders Mandate 6.3 Proposed Renewal of Authority for Share BuyBack 14TH AGM FURTHER INFORMATION iv

6 GESHEN CORPORATION BERHAD (Company No.: X) (Incorporated in Malaysia) Registered Office: Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights Kuala Lumpur 18 April 2017 The Board of Directors: Sa adon bin Samadi (Independent NonExecutive Chairman) Chan Choong Kong (Managing Director) Teo Chin Swee (Executive Director) Teo Hin Guan (Independent NonExecutive Director) Tee Boon Hin (Independent NonExecutive Director) To: The Shareholders of GSCB Dear Sir / Madam, (I) (II) (III) PROPOSED NEW SHAREHOLDERS MANDATE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK 1.0 INTRODUCTION At the AGM of the Company held on 12 May 2016, the Company had obtained shareholders mandate from its shareholders for the Company and/or its subsidiary companies to enter into RRPTs and to purchase and/or hold its own shares up to ten per centum (10%) of the share capital of the Company in accordance with Section 127 of the Act. The said shareholders mandate shall expire at the conclusion of the 14th AGM of the Company, unless renewals are obtained. On 6 April 2017, GSCB announced its intention to seek authority from its shareholders to undertake the Proposals. The purpose of this Circular is to provide you with details of the Proposals and to seek your approval for the ordinary resolutions in relation thereto to be tabled at the forthcoming 14th AGM of the Company. The Notice of the 14th AGM together with the Form of Proxy are set out in the Company s 2016 Annual Report, which is despatched together with this Circular. The 14th AGM of the Company is scheduled to be held at Room Sapphire 3, Level 4, Grand Paragon Hotel, No. 18, Jalan Harimau, Taman Century, Johor Bahru, Johor Darul Takzim, Malaysia on Thursday, 11 May 2017 at 10:00 a.m. for the purpose of considering and if thought fit, passing with or without modifications, the ordinary resolutions to approve the Proposals. SHAREHOLDERS OF GSCB ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TO SHAREHOLDERS BEFORE VOTING ON THE ORDINARY RESOLUTIONS TO APPROVE THE PROPOSALS AT THE FORTHCOMING 14TH AGM 1

7 PART I PROPOSED NEW SHAREHOLDERS MANDATE PART II PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2

8 2.0 PROPOSED NEW SHAREHOLDERS MANDATE AND PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 DETAILS Introduction Pursuant to paragraph 10.09(2) of the Listing Requirements, the Company may seek shareholders mandate in respect of RRPTs which are necessary for its daytoday operations subject to the following: (a) (b) (c) (d) (e) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value of the RRPT is equal to or more than the threshold prescribed in Paragraph 10.09(1) of the Listing Requirements; the Company s Circular for the shareholders mandate includes the information as may be prescribed by Bursa Securities. The draft Circular must be submitted to Bursa Securities together with a checklist showing compliance with such information; in a meeting to obtain shareholders mandate, the relevant Related Party must comply with the requirements set out in Paragraph 10.08(7) of the Listing Requirements; and the Company immediately announces to Bursa Securities when the actual value of a RRPT entered into by the Company exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement Validity period The Proposed New Shareholders Mandate and Proposed Renewal of Shareholders Mandate, if approved by the shareholders at the forthcoming 14th AGM, will be subject to annual renewal and shall only continue to be in force until: (i) (ii) (iii) the conclusion of the next AGM of the Company following the forthcoming 14th AGM at which such resolution was passed, at which time the shareholders mandate will lapse, unless by a resolution passed at a general meeting, the authority is renewed; the expiration of the period within which the next AGM of the Company after the forthcoming 14th AGM is required to be held pursuant to Section 340(1) and (2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or revoked or varied by resolution passed by the shareholders of the Company in a general meeting, before the next AGM; whichever is the earlier. 3

9 2.1.3 The principal business activities of GSCB and its subsidiary companies The principal activities of GSCB are investment holding company and provider of management services. The principal activities of the subsidiary companies within the GSCB Group are as follows: Subsidiary Companies Effective Equity Interest (%) Principal Activities Ezec Technology 100 Manufacturing of plastic mould, tools and die GeShen Plastic 100 Manufacturing of all kinds of plastic moulded products and components. GWJ Precision 100 Dormant GeShen (Vietnam) 100 Manufacturing of plastic moulded products and components Polyplas 100 Plastics design for manufacturing and development of inhouse plastic moulds and tools, plastics injection moulding, and the provision of assembly services and secondary processes for the manufacturing of a wide range of standard and bespoke plastic components and parts. Demand Options 70 Metal stamping, tool and die fabrication, prototyping and production by laser technology, assembly, spray painting and secondary process. Subsidiary company of Polyplas Polyplas Medical Sdn. Bhd. 100 Dormant Associate company of Demand Options DOSB Tech 40 Manufacturing of metal precision components Nature of RRPT and Classes of the Related Parties Details of the RRPT covered under the Proposed New Shareholders Mandate and Proposed Renewal of Shareholders Mandate are set out below: Table 1: Proposed New Shareholders Mandate No. Transacting Related Parties Interested Directors / Major Shareholders / Person Connected to them (Interested Parties) Nature of transactions Estimated aggregate value of transactions from 11 May 2017 (date of 14th AGM) to the next AGM^ 1. Demand Options** with DOSB Tech** Har Yeow Cheong ( HYC )* Mok Wai Sum ( MWS )*** Lim Ee Teow ( LET )+ Sale of raw materials Purchase of raw materials RM3,400, RM600, Demand Options** with DP Powder** HYC* MWS*** Purchase of raw materials RM4,000,

10 3. Demand Options** with HYC* & MWS*** HYC* MWS*** Factory Rental (Factory located at Desa Cemerlang and rental is on monthly basis) RM135, Demand Options** with HYC* spouse & MWS*** spouse Tan Bee Kiang, spouse of HYC Leong Hoi Ying, spouse of MWS Hostel Rental (Hostel located at Desa Cemerlang and rental is on monthly basis) RM40, Notes ** Demand Options is the recipient and DOSB Tech and DP are the providers. * HYC is a director and substantial shareholder of DOSB Tech and DP Powder respectively. He is also a director and substantial shareholder of Demand Options. *** MWS is a director and substantial shareholder of DOSB Tech and DP Powder respectively. He is also a director and substantial shareholder of Demand Options. + LET is a director and substantial shareholder of DOSB Tech and a substantial shareholder of Demand Options. ^ The estimated value of transactions was based on estimates prepared by GSCB s management for the period under HYC, MWS and Wong Wai Kheong are directors and substantial shareholders of DP Powder, each holding 40%, 40% and 20% respectively of the total number of shares in DP Powder. CCK is a director of Demand Options. Table 2: Proposed Renewal of Shareholders Mandate Existing Mandate + No. Transacting Related Parties Interested Directors / Major Shareholders / Person Connected to them (Interested Parties) Nature of transactions Actual aggregate value transacted from the date on which the existing mandate was obtained (12 May 2016) until the latest practicable date 31 March 2017 Estimated aggregate value of transactions as disclosed in the previous year s Circular Estimated aggregate value of transactions from 11 May 2017 (date of 14th AGM) to the next AGM^ 1. GSCB Group** with STX Group** Chan Choong Kong ( CCK )* Sale, services and purchases of all kind of moulds and tools, plastic moulded product and components, and metal components RM248, RM900, RM900, Notes ** GSCB Group is the provider and STX Group is the recipient, and viceversa. * CCK is a director of STX. He is the Managing Director of GSCB and has deemed interest in GSCB by virtue of his interest in Pelita Niagamas Sdn. Bhd. ( PNSB ) pursuant to section 8 of the Act. ^ The estimated value of transactions was based on estimates prepared by GSCB s management for the period under consideration. + There is no deviation between the actual and estimated aggregate value of the transaction that exceed by 10% or more. 5

11 The above estimated values are based on the management s estimation of the value of transactions. These estimates have been arrived at by GSCB after taking into consideration both historical data and the best estimate for these transactions, prevailing rates/ prices obtained from the Related Parties which are marketcompetitive prices based on the normal level of transactions entered into by GSCB and as such, may be subject to changes. The shareholdings of the interested parties in the related companies are as follows: Direct Interest (%) Indirect Interest (%) GCSB CCK 56.39* STX CCK DOSB Tech HYC 18 MWS LET Demand Options CCK * DP Powder HYC 40 MWS 40 Notes: * Deemed interest by virtue of his interest in PNSB pursuant to section 8 of the Act Amount Due and Owing to GSCB Group by Related Parties As at 31 March 2017, there is no amount due and owing to GSCB Group by its Related Parties which exceeded the credit term. As such, the disclosures required under Paragraphs 16A and 16B in Annexure PN12A of the Listing Requirements are not applicable Disclosure and Review Procedures for the RRPTs The Company has implemented the review and disclosure procedures for the RRPTs to ensure that the RRPTs are conducted on an arm s length basis and are based on normal commercial terms consistent with GSCB Group s usual business practices and are on terms that are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company. To monitor the RRPTs, the following review and disclosure procedures have been implemented for each proposed RRPT: (i) (ii) (iii) the management of GSCB will ensure that the RRPTs will only be entered into after taking into account the pricing, expertise and other related factors. The transaction prices will be determined by market forces, similar to those prices for transactions with unrelated third parties, and references will be made to surveys and/or valuations to be undertaken to gather information on market prices where applicable; records will be maintained by the Company to record all the RRPTs entered into to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to; the Audit and Risk Committee periodically reviews the procedures set by GSCB to monitor related party transactions to ensure that these transactions are carried out on normal commercial terms not more favourable to the related party than those generally available to the third parties, at arm s length with the Related Parties and are not detrimental to the minority shareholders of the Company. All reviews by the Audit and Risk Committee are reported to the Board for further action. In its review and approval of such transactions, the Audit and Risk Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources or professionals; 6

12 (iv) (v) GSCB will, where applicable, make disclosures in its annual report of the breakdown of aggregate value of transactions made pursuant to the shareholders mandate during the financial year and for the subsequent financial years in which the mandate remains in force based on the type of RRPTs made and the nature of relationship of the Related Parties; and in the case of RRPTs where any Director has a direct or indirect interest, he shall abstain from all deliberations and voting in respect of the said transaction. Where any member of the Audit and Risk Committee is interested in any transactions, that member shall abstain from voting in any matter relating to any decision to be taken by the Audit and Risk Committee with respect to such transactions. There are no thresholds for approval of RRPTs as all the transactions will be reviewed by the Audit and Risk Committee and approved by the Board of Directors. Wherever possible, the Management will endeavour to ensure that at least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used for comparison purposes, 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 third parties for similar type of products/services and/or quantities (if applicable). In the event for any reason, a quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be determined by GSCB based on the usual commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/ considerations to ensure that the RRPT is not detrimental to GSCB Group Statement by Audit and Risk Committee The Audit and Risk Committee of the Company has seen and reviewed the procedures set out in section above and is of the view that the procedures are sufficient to ensure that the RRPT will be entered into at arm s length and in accordance with the Company s normal commercial terms and on terms which are not more favourable to the Related Parties than those generally available to the public, and are not to the detriment of the minority shareholders of the Company. Any member of the Audit and Risk Committee who is interested in any RRPTs shall not be involved in the review of the said transaction. GSCB has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and such procedures and processes are reviewed on a quarterly basis or whenever the need arises. 2.2 RATIONALE FOR AND BENEFITS OF THE PROPOSED NEW SHAREHOLDERS MANDATE AND PROPOSED RENEWAL OF SHAREHOLDERS MANDATE The RRPT entered into by GSCB Group with the Related Parties are in the ordinary course of business, are necessary for its daytoday operations, are undertaken at arm s length on normal commercial terms and are undertaken on terms not more favourable to the Related Parties than those generally available to the public. The RRPTs are likely to continue to occur to some degree of frequency and arise at any time, and from time to time. These transactions may be constrained by the timesensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders' approval on a casebycase basis before entering into such RRPT. As such, the Board is seeking shareholders' mandate pursuant to paragraph of the Listing Requirements to allow the Group to enter into such RRPT made at arm's length basis and on normal commercial terms and which are in the Board s opinion, not prejudicial to the interests of the shareholders and are on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. By obtaining the shareholders approval for the RRPT and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders' approval as and when such RRPT occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings and allow manpower resources and time to be channelled towards attaining other corporate objectives without compromising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group. The RRPT will also enhance the Group s ability to pursue additional business opportunities, which may be timesensitive in nature. 7

13 2.3 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS Save as disclosed below, none of the other Directors and/or Major Shareholders and/or Persons Connected to the Directors and/or Major Shareholders has any interest, whether direct or indirect, in the proposed shareholders mandate. Based on the Register of Directors Shareholdings and Register of Substantial Shareholders as at 31 March 2017, the direct and indirect interests of all interested Directors, Major Shareholders and Persons Connected to them in respect of the proposed shareholders mandate are as follows: Interested Directors/ Major Shareholders/ Persons Connected Direct No. of Shares % Indirect No. of Shares % Directors CCK 43,371,288* Major Shareholders CCK 43,371,288* Major Shareholder and Person Connected PNSB 43,371, Note: * Deemed interest by virtue of his interest in PNSB pursuant to section 8 of the Act. The interested Director and Major Shareholder, namely, CCK, has abstained and will continue to abstain from Board deliberation and voting on Board resolutions, and in respect of his indirect shareholdings in GSCB, from voting on the Proposed New Shareholders Mandate and Proposed Renewal Shareholders Mandate relating to RRPTs where he is deemed to be interested in, at the forthcoming 14th AGM. PNSB, a Major Shareholder of GSCB and a Person Connected to CCK, will abstain, in respect of its direct shareholding in GSCB, from voting on the Proposed Renewal Shareholders Mandate relating to RRPTs where it is deemed to be interested in, at the forthcoming 14th AGM or at any adjournment thereof for considering the ordinary resolution. In addition, the abovementioned interested Directors and interested Major Shareholders have undertaken that they shall ensure that the Persons Connected to them, will also abstain, in respect of their direct and/or indirect shareholdings in GSCB, if any, from voting on the Proposed Shareholders Mandate relating to the RRPTs where they are respectively deemed to be interested in, at the forthcoming 14th AGM to be convened or at any adjournment thereof for considering the ordinary resolution. The interested Directors and Major Shareholders of DOSB Tech, namely, HYC, MWS, LET, CCK and Demand Options, and the Directors and Major Shareholders of DP Powder, namely, HYC and MWS have abstained and will continue to abstain from the respective companies board deliberation and will continue to abstain from voting on the same. HYC, MWS, LET, CCK and Demand Options will also abstain from voting on the Proposed New Shareholders Mandate and Proposed Renewal Shareholders Mandate relating to RRPTs at the forthcoming 14th AGM. HYC, MWS, LET and Demand Options do not have, whether direct or indirect interest in GSCB. 2.4 FINANCIAL EFFECTS The Proposed Renewal Shareholders Mandate is not expected to have any material impact on the share capital, net assets per share, gearing, earnings and Major Shareholders shareholdings of GSCB, including any benefit which is expected to accrue to the Company as a result of the transactions. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 8

14 PART III PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK 9

15 3.0 PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK 3.1 Details The Board propose to seek the authority from the shareholders of GSCB for the Company to purchase and/or hold from time to time and at any time up to 8,000,000 ordinary shares, representing ten percent (10%) of the existing share capital of the Company as at 31 March In compliance with Section 127 of the Act and any prevailing laws, rules and regulations, orders, guidelines and requirements issued by the relevant authorities, the Company is allowed to purchase its own shares on Bursa Securities through its appointed stockbroker(s) as approved by Bursa Securities. The approval from the shareholders shall be effective upon passing of the ordinary resolution for the Proposed Renewal of Authority for Share BuyBack until: (a) (b) (c) the conclusion of the next AGM of the Company following the general meeting at which such resolution was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM after that date is required by law to be held; or revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting, whichever occurs first ( Proposed Authorised Period ). Under the provisions of the Act, the share buyback must be made wholly out of retained profits of the Company. Based on the latest audited financial statements of the Company for the financial year ended 31 December 2016, the audited retained profit of the Company was 16,318,000. Based on the latest management account of GSCB for the three (3) months period ended 31 March 2017, the retained profit was estimated at 18,318,000. The Company will ensure that the maximum amount of funds to be utilised for the share buyback will not exceed the aggregate of the retained profits of the Company based on the latest audit financial statements and/or the latest management accounts of the Company (where applicable) available. In accordance with Section 127 of the Act and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities, the number of GSCB shares to be purchased and timing of the purchase will depend on the market conditions and sentiments of share market together with the amount of funds (retained profit) and financial resources available to the Company. In the event the Company intends to purchase its own shares using external borrowings, the Board shall ensure that the Company shall have sufficient funds to repay the external borrowings and that the repayment would have no material effect on the cash flow of GSCB Group. As at 31 March 2017, the public shareholding spread of GSCB was 36.02%. For illustration purposes, based on the public shareholding spread of the Company as at 31 March 2017, if the share buyback is implemented in full i.e. up to 10% of the share capital is purchased through Bursa Securities entirely and assuming the shareholdings of the Directors and substantial shareholders or persons connected to them remain the same, the proforma public shareholding spread of the Company is expected to be 29.88%. Notwithstanding the above, the Company, in implementing the share buyback, will be mindful in ensuring that the minimum public shareholding spread of 25% is met and maintained. In accordance with Section 127 of the Act, the Company could deal with any GSCB Shares so purchased in the following manner: (i) to cancel the shares so purchased; (ii) to retain the shares so purchased as treasury shares; or (iii) to retain part of the shares so purchased as treasury shares and cancel the remainder of the shares. Shares that are purchased by the Company shall be deemed to be cancelled immediately on purchase unless it is held in treasury. If such purchased shares are held as treasury shares, the Directors of the Company may: (a) (b) (c) (d) (e) distribute the shares as s h a r e dividends to shareholders; resell the shares or any of the shares in accordance with the relevant rules of Bursa Securities; transfer the shares, or any of the shares for the purposes of or under an employees share scheme; transfer the shares, or any of the shares as purchase consideration; cancel the shares or any of the shares; or 10

16 (f) sell, transfer or otherwise use the shares for such other purposes as the Minister charged with the responsibility for companies may by order prescribe. If such Purchased Shares are held as treasury shares, the rights attached to them as to attending and voting at meetings and any purported exercise of such rights is void. The treasury shares shall not confer the right to receive dividends or other distributions, whether cash or otherwise, of the Company s assets including any distribution of assets upon winding up of the Company. In addition, the treasury 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, without limiting the generality of the provision in the Act or the Listing Requirements on substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on resolutions at meetings of shareholders. In accordance with Paragraph of the Listing Requirements, GSCB may purchase its own shares in odd lots, i.e. any number of its own shares which is less than the number of shares prescribed by Bursa Securities as a board lot through direct business transaction or in any other manner as may be approved by Bursa Securities in accordance with such requirements as may be prescribed or imposed by Bursa Securities. Pursuant to the provision of Paragraph of the Listing requirements, the Company may only resell the Purchased Shares held as treasury shares at a price which: (a) (b) not less than the weighted average market price of GSCB shares for five (5) Market Days immediately before the date of resale; or a discounted price of not more than five percent (5%) to the weighted average market price of GSCB shares for five (5) Market Days immediately before the resale provided that : (i) the resale takes place not earlier than thirty (30) days from the date of purchase; and (ii) the resale price is not less than the cost of purchase of the shares being resold. The Proposed Renewal of Authority for Share BuyBack will allow the Board to exercise the power of the Company to purchase and/or hold its own shares at any time within the Proposed Authorised Period as stated above using the internally generated funds of the Company and/or external borrowings. The actual number of GSCB shares to be purchased, the total amount of internally generated funds and/or external borrowings involved for each purchase and the timing of the purchase will only be determined later depending on the availability of internally generated funds, the repayment capabilities, the actual number of GSCB shares to be purchased and other relevant cost factors. 3.2 Potential Advantages and Disadvantages The potential advantages of the Proposed Renewal of Authority Share BuyBack to the Company and its shareholders are as follows: The EPS of GSCB Group would be enhanced (all things being equal). This is expected to have a positive impact on the market price of GSCB shares, which will benefit the shareholders of GSCB. The proposed purchase will also result in reduction of the share capital base which may enhance the possibility of declaring a higher rate of dividend in the future. If the Purchased Shares are retained as treasury shares, it will provide the Board an option to sell the Purchased Shares at a higher price and therefore, make an exceptional gain for the Company. Alternatively, the Purchased Shares can be distributed as share dividends to shareholders. The potential disadvantages of the Proposed Renewal of Authority for Share BuyBack to the Company and its shareholders are as follows: It will reduce the financial resources of the Group and may result in the Group foregoing better investment opportunities in future or, at least deprive GSCB Group of interest income that can be derived from the funds utilised for the Proposed Share BuyBack; and As the Proposed Renewal of Authority for Share BuyBack can only be made out of retained profits of the Company, it may result in the reduction of financial resources available for distribution to shareholders in the immediate future. 11

17 3.3 Risk Factors The Board is not aware of any risk factors relating to the Proposed Renewal of Authority for Share BuyBack which could have a material adverse effect on the business or financial position of GSCB Group. 3.4 Rationale and Benefits of the Proposal The Proposed Renewal of Authority for Share BuyBack is expected to potentially benefit the Company and its shareholders in the following manner: The Proposed Renewal of Authority for Share BuyBack will provide the Company the option to return its surplus financial resources to its shareholders. The Company is also expected to stabilise the supply and demand of its shares in the open market and thereby supporting its fundamental values. If the Purchased Shares are cancelled, it would enhance the EPS of the Company and thereby long term and genuine investors are expected to enjoy a corresponding increase in the value of their investments in the Company, As permitted under Section 127 of the Act, the Purchased Shares may be held as treasury shares and/or resold on the Bursa Securities with potential gain without affecting the share capital of the Company. Alternatively, the Purchased Shares can be distributed as share dividends to reward the shareholders of the Company. The Proposed Renewal of Authority for Share BuyBack is not expected to have any potential material disadvantages to the Company and its shareholders, as it will be exercised only after in depth consideration of the financial resources of GSCB and of the resultant impact on its shareholders. The Board in exercising any decision on the Proposed Share BuyBack will be mindful of the interest of the Company and its shareholders. 3.5 EFFECTS OF THE PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUYBACK On the assumption that the Proposed Renewal of Authority for Share BuyBack is carried out in full, the effects on the share capital, NA, working capital and earnings per share of GSCB are set out below: Share Capital In the event the Company acquires the full amount of GSCB shares authorised under the Proposed Renewal of Authority for Share BuyBack and all the Purchased Shares so acquired are cancelled, the share capital of the Company will be as follows: No. of ordinary shares RM Existing share capital as at 31 March ,000,000 40,000, Proposed Share BuyBack (up to 10%) (8,000,000) (4,000,000.00) Share capital after the Proposed Share BuyBack 72,000,000 36,000, However, the Proposed Renewal of Authority for Share BuyBack will have no effect on the share capital if all Purchased Shares are to be retained as treasury shares but the rights attaching to the treasury shares in relation to voting, dividends and participation in any other distributions or otherwise are suspended. While these shares remain as treasury shares, the Act prohibits the taking into account of such shares in calculating the number of percentage of shares in the Company for a purpose whatsoever including substantial shareholdings, takeovers, notices, requisitioning of meetings, quorum for meetings and the result of votes on resolutions. 12

18 3.5.2 NA The effects of the Proposed Renewal of Authority for Share BuyBack on the NA per share of GSCB Group are dependent on the number of GSCB shares which the Company will buy back, purchase price of the shares at the time of buy back, the treatment of the shares so purchased and the funding cost, if any. If all shares so purchased are cancelled, the consolidate NA per share of the Group is likely to be reduced if the purchase price exceeds the NA per share, whereas the NA per share of the Group will increase if the purchase price is less than the NA per share of the Group at the time of purchase. For Purchased Shares which are kept as treasury shares, upon resale, the NA per share of the Group would increase assuming that a gain has been realised or decrease if a loss is realised. If treasury shares are distributed as share dividends, the NA of the Group would decrease by cost of the treasury shares Working Capital EPS The Proposed Renewal of Authority for Share BuyBack will reduce the working capital of GSCB Group, the quantum of which depends on the purchase price of the shares and the number of shares that would be purchased pursuant to the Proposed Renewal of Authority for Share BuyBack. Assuming that the Purchased Shares under the Proposed Renewal of Authority for Share BuyBack are cancelled, the Share BuyBack may increase the EPS of GSCB Group. Similarly, on the assumption that the Purchased Shares are treated as treasury shares and subsequently resold, the extent of the effect on earnings of GSCB Group will depend on the actual selling price and number of treasury shares resold and the effective gain arising. In the event the Purchased Shares are held as treasury shares, i.e., neither cancelled nor resold, the effective reduction in the share capital of GSCB pursuant to the Proposed Renewal of Authority for Share BuyBack would generally, all else being equal, increase the consolidated EPS of the Company Dividends Assuming the Proposed Renewal of Authority for Share BuyBack is implemented in full and the Company s quantum of dividend is maintained at historical levels, the Proposed Renewal of Authority for Share BuyBack will have the effect of increasing the dividend rate of the Company as a result of the reduction in the share capital of the Company Major Shareholders Shareholdings For illustration purposes, assuming GSCB purchased and/or held as treasury shares a maximum of 8,000,000 shares pursuant to the Proposed Share BuyBack, the effects of the Proposed Share BuyBack on the Substantial Shareholders and Directors shareholdings based on the Register of Substantial Shareholders and the Register of Directors Shareholdings respectively, as at 31 March 2017 are as follows: <Before the Proposed Share BuyBack> <After the Proposed Share BuyBack #> Direct Indirect Direct Indirect Major Shareholders No. of Shares % No. of Shares % No. of Shares % No. of Shares % Chan Choong Kong Pelita Niagamas Sdn. Bhd. 43,371,288 (1) ,371,288 (1) ,371, ,371, # Assuming that 10% of the existing issued and paidup share capital of GSCB are bought and retained as treasury shares subsequently. (1) Deemed interested by virtue of his interest in PNSB Sdn, Bhd. pursuant to Section 8 of the Act. 13

19 3.5.7 Directors Shareholdings The effects of the Proposed Share BuyBack on the shareholdings of the Directors of GSCB based on the Record of Depositors of the Company as at 31 March 2017 assuming 8,000,000 shares, being the maximum number of shares, are purchased and retained as treasury shares, are as follows: Year 2016/2017 High RM Low RM 2016 April May June July August September October November December January February March The last transacted price of GSCB shares on 31 March 2017, being the last practicable date prior to the printing of this Circular : RM1.94 The Company did not purchase, resell or cancel any of the shares held as treasury shares in the preceding twelve (12) months (up to 31 March 2017). As at 31 March 2017, the total number of GSCB shares retained as treasury shares remained at 3,092,000 shares. 3.9 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or Major Shareholders or Persons Connected with the Directors and/or Major Shareholders of the Group has any interest, direct or indirect, in the Proposed Share BuyBack. 4.0 APPROVALS REQUIRED The Proposals are subject to the approval of the shareholders of GSCB at the forthcoming 14th AGM of the Company to be convened or at any adjournment thereof. Save for the approval of the shareholders of GSCB, there are no other approvals required for the Proposals. 5.0 CORPORATE PROPOSALS ANNOUNCED BUT NOT YET COMPLETED Save for the Proposals, there are no other outstanding proposals announced but pending completion prior to the printing of this Circular. 6.0 DIRECTORS RECOMMENDATION 6.1 Proposed New Shareholders Mandate Having considered all aspects of the Proposed New Shareholders Mandate, the Board is of the opinion that the entry into the RRPT between GSCB Group and those Related Parties described in paragraph above in the ordinary course of its business is fair, reasonable and in the best interest of the Company and its subsidiary companies and accordingly will be entered into to enhance the efficiency of GSCB Group. For the reasons stated above, the Directors recommend that the shareholders vote in favour of the ordinary resolution in respect of the Proposed New Shareholders Mandate to be proposed at the forthcoming 14th AGM. 14

20 6.2 Proposed Renewal of Shareholders Mandate Having considered all aspects of the Proposed Renewal of Shareholders Mandate, the Board, save for Chan Choong Kong, being interested Director of GSCB and Major Shareholder to the Proposed Renewal of Shareholders Mandate (who had and will continue to abstain from any recommendation by virtue of his direct and indirect shareholdings), is of the opinion that the entry into the RRPT between GSCB Group and those Related Parties described in paragraph above in the ordinary course of its business is fair, reasonable and in the best interest of the Company and its subsidiary companies and accordingly will be entered into to enhance the efficiency of GSCB Group. For the reasons stated above, the Directors (with the exception of the interested Director, Chan Choong Kong) recommend that the shareholders vote in favour of the ordinary resolution in respect of the Proposed Renewal of Shareholders Mandate to be proposed at the forthcoming 14th AGM. 6.3 Proposed Renewal of Authority for Share BuyBack th AGM Having considered all aspects of the Proposed Renewal of Authority for Share BuyBack, the Board is of the opinion that the Proposed Renewal of Authority for Share BuyBack is fair, reasonable and in best interest of the Company and accordingly, recommends that shareholders vote in favour of the ordinary resolution for the Proposed Renewal of Authority for Share BuyBack to be tabled at the forthcoming 14th AGM of the Company. The forthcoming 14th AGM, notice of which is enclosed in the Annual Report 2016, will be held at Room Sapphire 3, Level 4, Grand Paragon Hotel, No. 18, Jalan Harimau, Taman Century, Johor Bahru, Johor Darul Takzim, Malaysia on Thursday, 11 May 2017 at 10:00 a.m., for the purpose of considering and if thought fit, passing the ordinary resolutions on the Proposals under the agenda of Special Business as set out in the Annual Report If you are not able to attend and vote in person at the 14th AGM, you are requested to complete, sign and return the enclosed Form of Proxy attached to Annual Report 2016, in accordance with the instructions printed thereon as soon as possible, so as to arrive at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, not less than fortyeight (48) hours before the time appointed for holding the 14th AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming 14th AGM should you subsequently wish to do so. 8.0 FURTHER INFORMATION Shareholders are requested to refer to Appendix I of this Circular for further information. Yours faithfully, for and on behalf of the Board of Directors of GESHEN CORPORATION BERHAD SA ADON BIN SAMADI Independent NonExecutive Chairman THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 15

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