VOIR HOLDINGS BERHAD (Company No.: V) (Incorporated in Malaysia)

Transcription

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 consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents 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 this Circular. VOIR HOLDINGS BERHAD (Company No V) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE The ordinary resolution in respect of the above proposal will be tabled as Special Business at the Sixth Annual General Meeting ( 6 th AGM ) of Voir to be held at Tioman Room, 1st Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, Kuala Lumpur on Wednesday, 26 June 2013 at a.m. The Notice of the 6 th AGM together with the Form of Proxy are enclosed in Voir s 2012 Annual Report. If you decide to appoint a proxy to attend and vote on your behalf at the meeting, the Form of Proxy must be deposited at the Registered Office of Voir at B39, 3 rd Floor, Block B, Megan Avenue II, No.12 Jalan Yap Kwan Seng, Kuala Lumpur not later than fortyeight (48) hours before the time set for holding the meeting. 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. Last day and time for lodging the Form of Proxy 24 June 2013 at a.m. This Circular is dated 4 June 2013

2 DEFINITIONS In this Circular and the accompanying appendices, the following abbreviations shall have the following meanings unless otherwise stated AASB Applemints Apparels Sdn. Bhd. (200101A) Act Companies Act, 1965, including any amendments made thereto from time to time and any reenactment thereof. AGM Annual General Meeting. Articles Articles of Association of Voir. Board The Board of Directors of Voir. Bursa Securities Bursa Malaysia Securities Berhad (Company No W) CCSB Covo Cosmetics Sdn. Bhd. (983838D) Director Shall have the meaning given in Section 2(1) of the Capital Market and Services Act 2007 includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Director of the Company, its subsidiary or holding company or a chief executive of the Company, its subsidiaries or holding company. GHSB Graceful Hall Sdn. Bhd. (785240W) GPSB IASB KVSB Green Point Sdn. Bhd. (214771U) Ivory Ascent Sdn. Bhd. (439109U) Kumpulan Voir Sdn. Bhd. (169951V) Listing Requirements Main Market Listing Requirements of Bursa Securities. LPD 16 May 2013, being the latest practicable date prior to the printing of this Circular. Major Shareholder A person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, has an interest or interests in one or more voting shares in Voir and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is (a) (b) Equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in Voir. Equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in Voir where such person is the largest shareholder of the Company. For the purpose of this definition, interest in shares shall have the meaning given in Section 6A of the Act. i

3 MFSB Marvellous Future Sdn. Bhd. (713662T) Person Connected In relation to a Director or a Major Shareholder, means such person who falls under any one of the categories as defined in Paragraph 1.01 of the Listing Requirements. Proposed Shareholders Mandate Proposed renewal of shareholders mandate for recurrent related party transactions of a revenue or trading nature. Recurrent Transaction(s) Related Party RM RMSB SRSB VJSB Related party transaction which is recurrent of a revenue or trading nature and which are necessary for the daytoday operations of the Voir Group. Means a Director, Major Shareholder or Person Connected with such Director or Major Shareholder. Ringgit Malaysia. Radical Marketing Sdn. Bhd. (285413M) Strong Reach Sdn. Bhd. (720609H) Visual Joy Sdn. Bhd. (720380V) Voir or the Company Voir Group or Group 2012 Shareholders Mandate Voir Holdings Berhad (765218V) Voir and its subsidiaries. The shareholders mandate obtained on 26 June 2012 for the Voir Group to enter into Recurrent Transactions from 26 June 2012 to the conclusion of the forthcoming AGM. 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 corporations, 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 specified. ii

4 CONTENTS LETTER TO SHAREHOLDERS OF VOIR CONTAINING PAGE 1 INTRODUCTION 1 2 DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2 3 RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE 8 4 EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE 9 5 APPROVALS REQUIRED 6 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSON CONNECTED DIRECTORS RECOMMENDATION 10 8 ANNUAL GENERAL MEETING 10 9 FURTHER INFORMATION 10 APPENDIX I FURTHER INFORMATION 11 iii

5 VOIR HOLDINGS BERHAD (Company No V) (Incorporated in Malaysia) Registered Office B39, 3 rd Floor, Block B Megan Avenue II No.12, Jalan Yap Kwan Seng Kuala Lumpur 4 June 2013 Board of Directors Mr. Seow Khim Soon (Executive Chairman) Dr. Mohd Amir Sharifuddin B. Hashim (NonIndependent NonExecutive Deputy Chairman) Mr. Ham Hon Kit (Managing Director) Ms. Seow Mei Lee (Executive Director) Mdm. Wong Seow Mooi (Executive Director) Mr. Yeoh Chin Hoe (Independent NonExecutive Director) Mr. Leow Bock Lim (Independent NonExecutive Director) En. Shaari Bin Haron (Independent NonExecutive Director) Mr. Lee Yuet Sum (NonIndependent NonExecutive Director) To The Shareholders of Voir Holdings Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION On 26 June 2012, Voir obtained a shareholders mandate for the Recurrent Transactions at the Fifth AGM in accordance with paragraph of Chapter 10 of the Listing Requirements. The 2012 Shareholders Mandate shall expire at the conclusion of the forthcoming AGM unless it is renewed at the said AGM. On 29 April 2013, the Board of Voir announced that Voir proposes to seek shareholders approval for the renewal of general mandate for Recurrent Transactions in accordance with paragraph of the Listing Requirements. Disclosure has been made in the 2012 Annual Report of Voir for the breakdown of the aggregate value of transactions conducted pursuant to the 2012 Shareholders Mandate in the Additional Information Section of the 2012 Annual Report. 1

6 THE PURPOSE OF THIS CIRCULAR IS TO SET OUT DETAILS OF AND INFORMATION RELATING TO THE PROPOSED SHAREHOLDERS MANDATE, YOUR BOARD S RECOMMENDATION THEREON, AND TO SEEK YOUR APPROVAL FOR THE RELEVANT RESOLUTION TO BE TABLED AS SPECIAL BUSINESS AT THE FORTHCOMING AGM OF THE COMPANY. YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS MANDATE TO BE TABLED AT OUR FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 Provision under the Listing Requirements Pursuant to paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek shareholders mandate in respect of Recurrent Transactions which are necessary for the daytoday operations of the listed issuer and its subsidiaries, subject to the following (a) (b) (c) (d) (e) the transaction are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public; the shareholders mandate is subject to annual renewal and disclosure is made in annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under paragraph 10.09(1) of the Listing Requirements; issuance of circular to shareholders; in a meeting to obtain shareholders mandate, the interested Directors, interested Major Shareholders or the interested Persons Connected with a Director or Major Shareholder; and where it involves the interest of an interested Person Connected with a Director or Major Shareholder, such Director or Major Shareholder must not vote on the resolution to approve the transactions. An interested Director or interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and The Company immediately announces to the Bursa Securities when the actual value of a Recurrent Transaction entered into by the Company, exceeds the estimated value of the Recurrent Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Bursa Securities in its announcement. The Proposed Shareholders Mandate, if approved by the shareholders at the forthcoming AGM, will be subject to annual renewal. In this respect, any authority conferred by shareholders in respect of the Proposed Shareholders Mandate, will only be in force until (a) the conclusion of the next AGM of the Company following the forthcoming AGM at which such Proposed Shareholders Mandate was passed, at which time it will lapse, unless renewed by a resolution passed by the shareholders of the Company in a general meeting; or 2

7 (b) (c) the expiration of the period within which the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. Accordingly, the Company proposes to procure a general mandate from its shareholders for the Voir Group to enter into Recurrent Transactions with the Related Parties 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. 2.2 Nature of Recurrent Transactions and Classes of Related Parties The principal activity of Voir is investment holding. The principal activities of Voir s subsidiaries are as follows Name of Company Effective Equity Interest Principal Activities AASB 100% Designing, branding and retailing of fashionable ladies, men s and children s apparels and accessories CCSB 100% Retailing of beauty and wellness products and services GHSB 100% Food and beverage, organising sales & promotional events and fairs GPSB 100% Designing, branding and retailing of casual wear, sportswear, footwear and accessories KVSB 100% Property and investment holding designing, branding and retailing of fashionable ladies apparels, footwear and accessories RMSB 100% Dormant SRSB 70% Designing, branding and retailing of apparels and accessories and operation of concessionaire sales which the company is able to exercise control VJSB 100% Dormant 3

8 It is anticipated that Voir and/or its subsidiary companies would enter into transactions of a revenue or trading nature with various Related Parties as set out below. All estimated values of the respective Recurrent Transactions expected to be entered into by the Voir Group from the forthcoming AGM until the conclusion of the next AGM of Voir, are estimated with reasonable efforts made in ascertaining their accuracy based on various factors involved in the transactions. However, the actual final transaction values may differ from these estimated values and will be disclosed in the Company s Annual Report, together with the types of Recurrent Transactions entered into, the names of the Related Party involved in each type of Related Transactions and their relationship with the Voir Group. The Recurrent Transactions for which the Proposed Shareholders Mandate is sought at Voir s forthcoming AGM and the classes of Related Parties interested in the respective Recurrent Transactions are as follows Related Parties Relationship Nature of transaction #Estimated value disclosed in 2012 Shareholders Mandate #Actual value transacted from 26/6/2012 to LPD Estimated aggregate value from 6 th AGM to 7 th AGM PROPOSED RENEWAL OF SHAREHOLDERS MANDATE Voir Group and IASB Seow Khim Soon* (a) Voir Group s 1,700 1,458 1,800 the Executive Chairman and substantial shareholder of Voir Group the Director and substantial shareholder of IASB the spouse of Wong Seow Mooi the brother of Seow Mei Lee and Seow Mee Yan Ham Hon Kit the Managing Director of Voir Group the Director of IASB Wong Seow Mooi* the Director and substantial shareholder of Voir Group the spouse of Seow Khim Soon the sisterinlaw of Seow Mei Lee and Seow Mee Yan payment of monthly rental to IASB for usage of corporate office cum warehouse located at Lot 1878, Jalan KPB 9, Kawasan Perindustrian Kg. Baru Balakong, Off Jalan Balakong, Seri Kembangan, Selangor with the builtup area measuring approximately 100,162 sq. ft. (b) Supply by IASB the display counters and fitting out, and provision of maintenance services including but not limited to the following (i) replace lights & bulbs; (ii) repair & replace damaged counter fittings; 12,000 4,529 12,000 4

9 Related Parties Relationship Nature of transaction #Estimated value disclosed in 2012 Shareholders Mandate #Actual value transacted from 26/6/2012 to LPD Estimated aggregate value from 6 th AGM to 7 th AGM Seow Mei Lee the Director of Voir Group the sister of Seow Khim Soon and Seow Mee Yan the sisterinlaw of Wong Seow Mooi (iii) repair electrical fittings; (iv) repaint & touch up works; and (v) repair & replace tiling & flooring. Seow Mee Yan the Director of KVSB the sister of Seow Khim Soon and Seow Mei Lee the sisterinlaw of Wong Seow Mooi MFSB the substantial shareholder of Voir Group THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 5

10 Related Parties Relationship Nature of transaction PRECEDING YEAR S SHAREHOLDERS MANDATE NO FURTHER MANDATE IS SOUGHT GHSB and FA Seow Khim Soon* the Executive Chairman and substantial shareholder of Voir Group the spouse of Wong Seow Mooi the brother of Seow Mei Lee, Seow Mee Yan and Seow Khim Fook the brotherinlaw of Chin Mei Ling Wong Seow Mooi* the Director and substantial shareholder of Voir Group the spouse of Seow Khim Soon the sisterinlaw of Seow Mei Lee, Seow Mee Yan and Seow Khim Fook Seow Mei Lee the Director of Voir Group the sister of Seow Khim Soon, Seow Mee Yan and Seow Khim Fook the sisterinlaw of Wong Seow Mooi and Chin Mei Ling Seow Mee Yan the Director of KVSB the sister of Seow Khim Soon, Seow Mei Lee and Seow Khim Fook the sisterinlaw of Wong Seow Mooi and Chin Mei Ling Seow Khim Fook the brother of Seow Khim Soon, Seow Mei Lee and Seow Mee Yan the bortherinlaw of Wong Seow Mooi the spouse of Chin Mei Ling GHSB s payment of monthly operator s commission to FA for operating and managing certain GHSB s outlets 6 #Estimated value disclosed in 2012 Shareholders Mandate Chin Mei Ling the sole proprietor of FA the former director and shareholder of GHSB the sisterinlaw of Seow Khim Soon, Seow Mei Lee and Seow Mee Yan the spouse of Seow Khim Fook Notes *Seow Khim Soon and Wong Seow Mooi are directors and substantial shareholders of MFSB. # None of the actual value exceeds the estimated value by 10% or more. #Actual value transacted from 26/6/2012 to LPD 1, As at 31 December 2012, there are no amounts due and owing from any of the related parties to the Group which have exceeded the normal credit term of the Group.

11 2.3 Methods and Review Procedures for the Recurrent Transactions The Voir Group has internal control systems to ensure that the Recurrent Transactions are undertaken at arm s length, on normal commercial terms consistent with the Company s business practises and policies which are not more favourable to the Related Party(ies) than those extended to the public and are not detrimental to the interest of the minority shareholders of Voir. The following methods and procedures have been implemented by the Voir Group to ensure proper identification and reporting of Recurrent Transactions as follows and to ensure that Recurrent Transactions contemplated under the Mandate are undertaken on transaction prices and terms not more favourable to the related party than those generally available to the public and are not to the detriment of the minority shareholders (a) (b) (c) (d) (e) The pricing for services and products to be provided/supplied and/or received is determined based on the Group s business practices and policies to ensure that prices and terms and conditions are based on competitive prices of similar products and services in the open market. All the Recurrent Transactions are tabled to the Audit Committee for review on a quarterly basis. The Audit Committee will report its findings to the Board for further action if during the quarterly review the Audit Committee is of the view that the guidelines and procedures are not sufficient to ensure normal commercial terms and/or the transaction is deemed detrimental to the minority shareholders. Where a member of the Board or Audit Committee has an interest (direct or indirect) in the Recurrent Transactions, as the case may be, he shall declare his interest in the Recurrent Transactions and abstain from participating in the decisions of the Board or Audit Committee in respect of the said Recurrent Transactions. The internal audit function and program conduct routine review on potential risk areas involving related parties transactions to determine whether internal guidelines and procedures have been complied with. Any divergence will be reported to the Audit Committee. At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the Related Party are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be reviewed by the Management based on internal professionals knowledge of industrial norms and past records to ensure that the Recurrent Transactions are not detrimental to the Group. 7

12 2.4 Statement by Audit Committee The Audit Committee is of the view that the guidelines and procedures in respect of Recurrent Transactions as set out in Section 2.3 are adequate and sufficient to ensure that the Recurrent Transactions are/will be undertaken on terms not more favourable to a Related Party than those generally available to the public; not detrimental to the minority shareholders of the Company; and at arm s length and on normal commercial terms, and the pricing of such Recurrent Transactions are in accordance with the Group s pricing policy which is consistent with similar types of transactions made by the Group with unrelated third parties and that the terms for the Recurrent Transactions are fair and reasonable compared to those offered to/provided by other unrelated parties for the same or substantially similar type of business/services. The Voir Group has in place adequate procedures and processes to monitor, track and identify Recurrent Transactions in a timely and orderly manner, and the frequency of review of these procedures and processes is on annual basis. 3. RATIONALE AND BENEFITS OF THE PROPOSED SHAREHOLDERS MANDATE 3.1 The rationales for the Proposed Shareholders Mandate are as follows (a) The Proposed Shareholders Mandate will facilitate transactions with Related Parties in the ordinary course of business of the Voir Group which are undertaken at arm s length basis and on normal commercial terms no more favourable to the Related Parties than those generally available to the public; and are not, in the Company s opinion, detrimental to the minority shareholders. (b) The Proposed Shareholders Mandate, if approved by the shareholders, will eliminate the need to convene separate general meetings from time to time to seek shareholders approval as and when potential Recurrent Transactions arise. This will substantially reduce the administrative time and expenses associated with the convening of general meetings without compromising the corporate objectives or adversely affect the business opportunities available to Voir Group. (c) The Proposed Shareholders Mandate will enhance the Group s ability to pursue business opportunities, especially those which are timesensitive in nature in an expeditious manner. 3.2 The benefits of the Recurrent Transactions are as follows (a) Rental of corporate office cum warehouse from IASB The corporate office cum warehouse is located at Lot 1878, Jalan KPB 9, Kawasan Perindustrian Kg. Baru Balakong, Off Jalan Balakong, Seri Kembangan, Selangor with builtup areas of approximately 100,162 sq. ft. It provides an ideal shared office for all the companies in Voir Group and a bigger place & good location for efficient warehousing and logistics operation, hence saving time and costs. 8

13 (b) Supply of display counters and fitting out, and provision of maintenance services by IASB IASB is specialised in renovation & maintenance service for the fashion retailing industry since many years ago. With the continued engagement of IASB, the Voir Group will be benefited from its skills and expertise. Furthermore, the Voir Group will enjoy a better and fast service. 4. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is not expected to have any material effect on the issued and paidup share capital, earnings per share, net assets per share and substantial shareholders shareholding of the Voir Group. 5. APPROVALS REQUIRED The Proposed Shareholders Mandate requires the approval of the shareholders of the Company at the forthcoming AGM to be convened. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED The shares held in the Company by the following Directors ( Interested Directors ) and/or Major Shareholders ( Interested Major Shareholder ) and/or persons connected to the Directors and/or Major Shareholders of the Company, who are deemed interested in the Proposed Shareholders Mandate, as at 16 May 2013 are as follows Name/Company Direct Interest Indirect Interest No. of shares % No. of shares % Directors & Major Shareholders Seow Khim Soon 66,933,056* 55.78* Wong Seow Mooi 66,933,056* 55.78* Name/Company Direct Interest Indirect Interest No. of shares % No. of shares % Directors Ham Hon Kit 800, Seow Mei Lee Major Shareholder MFSB 66,933, Persons Connected Seow Mee Yan Seow Khim Fook Chin Mei Ling *Deemed interested pursuant to Section 6A of the Act through MFSB Save as disclosed above, none of the other Directors or Major Shareholders or Persons Connected to them as defined in the Listing Requirements have any interest, direct or indirect, in the Proposed Shareholders Mandate. Accordingly, the Interested Directors have abstained and will continue to abstain from all board deliberations and voting in relation to the Proposed Shareholders Mandate. 9

14 The Interested Directors and Interested Major Shareholders will also abstain from voting in respect of their direct and/or indirect shareholdings in Voir on the resolution relating to the Proposed Shareholders Mandate to be tabled at the forthcoming AGM. The Interested Directors and Interested Major Shareholders of the Company have undertaken that they will ensure that Persons Connected to them abstain from voting in respect of their direct and indirect shareholdings on the resolution deliberating or approving the Proposed Shareholders Mandate at the forthcoming AGM. 7. DIRECTORS RECOMMENDATION Your Board (save and except for Seow Khim Soon, Ham Hon Kit, Wong Seow Mooi and Seow Mei Lee) having considered all aspects of the Proposed Shareholders Mandate are of the opinion that the Proposed Shareholders Mandate is in the best interest of the Voir Group. Accordingly, they (save for Seow Khim Soon, Ham Hon Kit, Wong Seow Mooi and Seow Mei Lee) recommend that you vote in favour of the resolution pertaining to the Proposed Shareholders Mandate to be tabled at the forthcoming AGM. 8. AGM The 6 th AGM, notice of which is enclosed in the 2012 Annual Report will be held at Tioman Room, 1st Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, Kuala Lumpur on 26 June 2013 at a.m. for the purpose of considering and if thought fit, passing, inter alia, the resolution on the Proposed Shareholders Mandate under the agenda of Special Business as set out in the 2012 Annual Report of the Company. You will also find in the 2012 Annual Report, a copy of the Form of Proxy. If you are unable to attend and vote in person at the AGM, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed therein, so as to arrive at the Registered Office of the Company at B39, 3 rd Floor, Block B, Megan Avenue II, No.12 Jalan Yap Kwan Seng, Kuala Lumpur at least fortyeight (48) hours before the time set for holding the AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so. 9. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendix I for further information. Yours faithfully For and on behalf of the Board of Directors of VOIR HOLDINGS BERHAD YEOH CHIN HOE Independent NonExecutive Director 10

15 APPENDIX I FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of Voir and they collectively and individually accept full responsibility for the accuracy of the information given in this Circular in so far as it relates to the Voir Group and confirm that after having made all reasonable enquiries and to the best of their knowledge, information and belief, there are no other facts the omission of which would make any statement in this Circular misleading. 2. MATERIAL CONTRACT The Voir Group has not entered into any material contracts (other than contract entered into in the ordinary course of business) during the past two (2) years preceding the date of this Circular. 3. MATERIAL LITIGATION Voir Group is not engaged in any material litigation, claims or arbitration, either as a plaintiff or defendant and the Directors are not aware of any proceedings pending or threatened against the Voir Group or of any facts likely to give rise to any proceedings which might materially affect the position or business of the Voir Group. 4. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the Registered Office of the Company at B39, 3 rd Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, Kuala Lumpur during normal business hours on Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of the AGM (i) (ii) Memorandum and Articles of Association of Voir; and The audited consolidated financial statements of the Company for the past 2 financial years ended 31 December 2011 and 31 December 2012 together with the latest unaudited consolidated financial statements of Voir for the 3month period ended 31 March