OVERSEA ENTERPRISE BERHAD (Company No U) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately. This circular has been reviewed and approved by RHB Investment Bank Berhad, the Sponsor of Oversea Enterprise Berhad ("Oversea" or the "Company"). Bursa Malaysia Securities Berhad has not perused the contents of this Circular prior to its issuance, 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. OVERSEA ENTERPRISE BERHAD (Company No U) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A I. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND II. PROPOSED SHAREHOLDERS' MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE (COLLECTIVELY KNOWN AS THE "PROPOSED SHAREHOLDERS' MANDATES") PART B PROPOSED SHARE BUY-BACK OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OVERSEA ENTERPRISE BERHAD ("PROPOSED SHARE BUY-BACK") Adviser for Part B (Company No P) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Proposed Shareholders' Mandates and Proposed Share Buy-Back will be tabled at the Company's Nineteenth (19 th ) Annual General Meeting ("AGM") which will be held at Restoran Oversea Bandar Baru Sri Petaling, No , Jalan 1/149D, Bandar Baru Sri Petaling, Kuala Lumpur on Monday, 8 September 2014 at a.m. The Notice of AGM together with the Proxy Form are set out in the 2014 Annual Report (as defined herein), which has been despatched together with this Circular. A member entitled to attend and vote at the AGM is entitled to appoint a proxy or proxies to attend and to vote on his behalf. In such event, the Form of Proxy should be lodged at the registered office of the Company at B-01-06, B & B-03-06, Endah Promenade, No. 5 Jalan 3/149E, Bandar Baru Sri Petaling, Kuala Lumpur, not less than forty-eight (48) hours before the time stipulated for holding the AGM. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM, should you subsequently wish to do so. Last date and time for lodging the Form of Proxy... : Date and time of the AGM... : Saturday, 6 September 2014 at a.m. Monday, 8 September 2014 at a.m. This Circular is dated 13 August 2014

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- COMPANIES WITHIN THE GROUP "Company" or "Oversea" "Haewaytian Cake House" "Haewaytian Food Industries" "Haewaytian Restaurant" : Oversea Enterprise Berhad ( U) : Haewaytian Cake House Sdn Bhd ( T) : Haewaytian Food Industries Sdn Bhd ( P) : Haewaytian Restaurant Sdn Bhd (85886-A) "Haewaytian Trading" : Haewaytian Trading Sdn Bhd ( K) "Ipoh Group" : Ipoh Group Limited, a company incorporated in Hong Kong Special Administrative Region and a wholly-owned subsidiary of Oversea JV "Oversea BBSP" : Restoran Oversea (Bandar Baru Sri Petaling) Sdn Bhd ( H) "Oversea Confectioneries" : Restoran Oversea Confectioneries Sdn Bhd ( M) "Oversea Dian Xin" : Restoran Oversea Dian Xin (Sri Petaling) Sdn Bhd ( U) "Oversea Holdings" : Restoran Oversea Holdings Sdn Bhd ( X) "Oversea Imbi" : Restoran Oversea (Imbi) Sdn Bhd ( W) "Oversea JV" : Restoran Oversea JV (International) Sdn Bhd ( M) "Oversea PJ" : Restoran Oversea (P.J.) Sdn Bhd ( U) "Oversea Subang Parade" "Tenshou International" : Restoran Oversea (Subang Parade) Sdn Bhd ( A) : Tenshou International Sdn Bhd ( H) "Tsim Tung" : Restoran Tsim Tung Sdn Bhd ( U) "Tunas Citarasa" : Tunas Citarasa Sdn Bhd ( U), a joint-venture company of Oversea JV "Rich Tastes" : Rich Tastes (Centrepoint) Sdn Bhd ( D) "HK Cafe" : Restoran Oversea Hong Kong Cafe Sdn Bhd ( K) i

3 DEFINITIONS (CONT'D) GENERAL "2014 Annual Report" : Annual report of Oversea for the FYE 31 March 2014 "Act" "AGM" "Board" "Bursa Securities" "Cergas Damai" : The Companies Act, 1965 as amended from time to time and any re-enactment thereof : Annual General Meeting : The Board of Directors of Oversea : Bursa Malaysia Securities Berhad ( W) : Cergas Damai (M) Sdn Bhd ( X) "Circular" : This circular to shareholders of Oversea dated 13 August 2014 "Code" : Malaysian Code on Take-Overs and Mergers, 2010 "Director(s)" : Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months of the date on which the terms of the RRPT 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 the Company, its subsidiary or holding company "EPS" : Earnings per share "FYE" "Great Idea" "KYK" "Listing Requirements" "LPD" "LPY" "LSF" "LSF & Teoh Properties" "LSP" : Financial year ended/ending, as the case may be : Great Idea Sdn Bhd ( T) : Khong Yik Kam, a Director of the Company and the brother-inlaw of YSC, LPY and LSF : The ACE Market Listing Requirements of Bursa Securities : 4 August 2014, being the latest practicable date prior to the printing of this Circular : Lee Pek Yoke, a Director of the Company, is the spouse of YSC, sibling of both LSF and LSP, and sister-in-law of KYK : Lee Seng Fan, a Director of the Company, is the sibling of both LPY and LSP, and brother-in-law of YSC and KYK : Lee Seng Fan & Teoh Properties Sdn Bhd ( X) : Lee Seng Pun, a substantial shareholder of Lee Lim & Sons Properties Sdn Bhd (which in turn is a substantial shareholder of Great Idea, Cergas Damai and Maximum Bonus), is the sibling of both LPY and LSF ii

4 DEFINITIONS (CONT'D) "Major Shareholder" : 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 :- i. equal to or more than ten percent (10%) of the aggregate of the nominal amounts of all the voting shares in the Company; or ii. equal to or more than five percent (5%) 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. For the purpose of this definition, "interest in shares" shall have the meaning given in Section 6A of the Act and a major shareholder includes any person who is or was within the preceding six (6) months of the date on which the terms of the RRPT(s) were agreed upon, a major shareholder of the Company or any other company which is its subsidiary or holding company "Market Day(s)" "Maximum Bonus" "NA" "Oversea Group" or "Group" "Oversea Share(s)" or "Share(s)" "Person Connected" : Any day between Monday to Friday (inclusive), excluding public holidays, and a day on which Bursa Securities is open for trading of securities : Maximum Bonus Sdn Bhd ( M) : Net assets : Oversea, its subsidiary companies and a jointly controlled entity : Ordinary shares of RM0.20 each in Oversea : In relation to a Director or a Major Shareholder, means such person who falls under any one of the following categories:- i. a family member of the Director or Major Shareholders; ii. iii. iv. 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, 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; v. 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; iii

5 DEFINITIONS (CONT'D) vi. vii. viii. ix. 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, Major Shareholder or Persons Connected with him are entitled to exercise, or control the exercise of, not less than fifteen percent (15%) of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation. "Proposed Share Buy-Back" "Proposed Shareholders' Mandates" "Proposed Renewal of Shareholders' Mandate" "Proposed New Shareholders' Mandate" "Purchased Share(s)" "Related Party(ies)" "RHB Investment Bank" "RM" and "sen" "RRPT(s)" "Rurng Juang Realty" "Simple Angel Capital" "WAMP" : Proposed purchase by Oversea of up to ten percent (10%) of the issued and paid-up share capital of Oversea at any point in time : Collectively, the Proposed Renewal of Shareholders' Mandate and Proposed New Shareholders' Mandate : Proposed renewal of shareholders' mandate for the RRPT(s) to be entered into from the date of the forthcoming Nineteenth (19 th ) AGM to the next AGM : Proposed shareholders' mandate for new RRPT to be entered into from the date of the forthcoming Nineteenth (19 th ) AGM to the next AGM as set out in Section 2.2 of Part A of this Circular : Shares that have been purchased by the Company pursuant to the Proposed Share Buy-Back : A Director, a Major Shareholder or a Person Connected with such Director or Major Shareholder : RHB Investment Bank Berhad (19663-P) : Ringgit Malaysia and sen respectively : A related party transaction which is recurrent, of a revenue or trading nature and which is necessary for day-to-day operations of Oversea Group : Rurng Juang Realty Sdn Bhd ( V) : Simple Angel Capital Sdn Bhd ( A) : Weighted average market price "YSC" : Yu Soo Yee Soo Chye, a Director and Major Shareholder of the Company, spouse of LPY and brother-in-law of LSP, KYK and LSF "YTT" : Yu Tack Tein, the child of both YSC and LPY iv

6 DEFINITIONS (CONT'D) Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating 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 re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK v

7 TABLE OF CONTENTS PART A: LETTER TO THE SHAREHOLDERS OF OVERSEA IN RELATION TO THE PROPOSED SHAREHOLDERS' MANDATES:- PAGE 1. INTRODUCTION DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATES RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS' MANDATES EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATES APPROVALS REQUIRED INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM DIRECTORS' RECOMMENDATION AGM FURTHER INFORMATION PART B: LETTER TO THE SHAREHOLDERS OF OVERSEA IN RELATION TO THE PROPOSED SHARE BUY-BACK:- 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK IMPLICATIONS OF THE CODE RATIONALE FOR THE PROPOSED SHARE BUY-BACK EFFECTS OF THE PROPOSED SHARE BUY-BACK PREVIOUS PURCHASES, RESALE AND CANCELLATION OF TREASURY SHARES HISTORICAL SHARE PRICES APPROVALS REQUIRED INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED DIRECTORS' RECOMMENDATION AGM FURTHER INFORMATION APPENDIX I. FURTHER INFORMATION vi

8 PART A LETTER TO THE SHAREHOLDERS OF OVERSEA IN RELATION TO THE PROPOSED SHAREHOLDERS' MANDATES

9 OVERSEA ENTERPRISE BERHAD (Company No U) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office B-01-06, B & B Endah Promenade No. 5, Jalan 3/149E Bandar Baru Sri Petaling Kuala Lumpur 13 August 2014 Board of Directors Yu Soo Yee Soo Chye (Chairman, Group Managing Director) Lee Pek Yoke (Executive Director) Khong Yik Kam (Executive Director) Lee Seng Fan (Executive Director) Yu Tack Tein (Executive Director) Koong Lin Loong (Independent Non-Executive Director) Chiam Soon Hock (Independent Non-Executive Director) Yau Ming Teck (Independent Non-Executive Director) Yu Suat Yin (Alternate Director to Lee Pek Yoke) To: The Shareholders of Oversea Dear Sir/ Madam, I. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE II. PROPOSED SHAREHOLDERS' MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the AGM of the Company held on 6 September 2013, the Company had obtained the shareholders' mandate for the Group to enter into certain RRPT(s) based on terms set out in the circular to shareholders dated 5 August The said shareholders' mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM, which will be held on 8 September 2014, unless approval for the renewal of the shareholders' mandate is obtained from the shareholders of Oversea at the forthcoming AGM. Accordingly, the Board had on 8 August 2014 announced that the Company proposes to seek the approval of the shareholders for the Proposed Renewal of Shareholders' Mandate in compliance with Rule of the Listing Requirements. In addition, the Company proposes to seek the approval of the shareholders for the Proposed New Shareholders' Mandate. 1

10 The purpose of this Circular is to provide the shareholders of Oversea with the relevant information on the Proposed Shareholders' Mandates as well as to seek the approval from the shareholders of Oversea for the ordinary resolution pertaining to the Proposed Shareholders' Mandates to be tabled at the forthcoming AGM of the Company. The notice of the forthcoming AGM and the form of proxy are enclosed in the 2014 Annual Report, which has been despatched together with this Circular. SHAREHOLDERS OF OVERSEA ARE ADVISED TO READ AND CAREFULLY CONSIDER THE ENTIRE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX CONTAINED HEREIN BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS' MANDATES TO BE TABLED AT THE FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATES Pursuant to Rule 10.09(2) of the Listing Requirements, the Company is required to seek its shareholders' mandate, with regards to RRPT(s), subject to the following:- i. the transactions are in the ordinary course of business and are on terms not more favorable to the Related Party than those generally available to the public; ii. 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:- (a) (b) the consideration, value of the assets, capital outlay or costs of the RRPT(s) is RM1 million or more; or the percentage ratio of such RRPT(s) is one percent (1%) or more; whichever is the lower; iii. iv. a circular to the shareholders for the mandate includes the information as may be prescribed by Bursa Securities; in a meeting to obtain shareholders' mandate, the interested director, interested major shareholder or interested person 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 approving 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 v. immediate announcement to Bursa Securities when the actual value of a RRPT entered into by Oversea, exceeds the estimated value of the RRPT disclosed in the circular by ten percent (10%) or more and must include the information as may be prescribed by Bursa Securities in the announcement. In the ordinary course of business, the Group will enter into RRPT(s), the particulars of which are set out in Section 2.2 of Part A of this Circular. Accordingly, the Board proposes to seek the renewal of shareholders' mandate as well as a new shareholders' mandate for the RRPT(s) to be entered into by the Group from the date of the forthcoming AGM until the next AGM. Such transactions will be made on terms which are not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders of Oversea. 2

11 The Proposed Shareholders' Mandates, if approved by the shareholders of Oversea at the forthcoming AGM, is subject to annual renewal. In this respect, any authority conferred by the Proposed Shareholders' Mandates will take effect from the date of the said AGM until:- i. the conclusion of the next AGM of Oversea following the forthcoming AGM at which the Proposed Shareholders' Mandates are passed, at which time it will lapse, unless the authority is renewed by a resolution passed at the next AGM; ii. iii. the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall 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 a general meeting before the next AGM; whichever is earlier. 2.1 Principal activities of the Oversea Group The Company is principally an investment holding company. The principal activities of the subsidiary companies, associate company and jointly controlled entity of Oversea are as follows:- Effective equity interest Subsidiary companies of Oversea (%) Principal activities Haewaytian Cake House Manufacturing of moon cakes Haewaytian Food Industries Marketing of moon cakes and baked products Haewaytian Restaurant Operation of restaurant Haewaytian Trading Procurement of raw materials for food services outlet Oversea BBSP Operation of restaurant Oversea Confectioneries Manufacturing of moon cakes Oversea Dian Xin Operation of "dim sum" outlet Oversea Holdings Owner of trademarks Oversea Imbi Operation of restaurant Oversea JV Investment holding Oversea PJ Operation of restaurant Oversea Subang Parade Operation of restaurant Tenshou International Trading of food products Tsim Tung Operation of café Subsidiary companies of Oversea JV Ipoh Group Operation of restaurant and café Rich Tastes 65.0 Dormant HK Cafe Operation of restaurant and café Associate Company of Oversea JV Burger Foundry Australia Pty. Ltd Operation of restaurant Jointly controlled entity of Oversea JV Tunas Citarasa 51.0 Operation of restaurant and café 3

12 2.2 Details of the RRPT(s) under the Proposed Shareholders' Mandates Proposed Renewal of Shareholders' Mandate: No. Transacting party Nature of relationship Transacting party within the Group Nature of transaction 1. Great Idea YSC, LPY and LSP are directors and shareholders of Great Idea while LSF and YTT are directors of Great Idea. Oversea Imbi Rental paid by Oversea Imbi to Great Idea for restaurant usage, store and office purposes. Haewaytian Cake House Rental received by Haewaytian Cake House for use of office space. 2. Cergas Damai YSC, LPY and LSP are directors and shareholders of Cergas Damai while LSF and YTT are directors of Cergas Damai. Oversea Imbi Rental paid by Oversea Imbi to Cergas Damai for parking space. Haewaytian Cake House Rental received by Haewaytian Cake House for use of office space. 3. Maximum Bonus YSC, LPY and LSP are directors and shareholders of Maximum Bonus while LSF and YTT are directors of Maximum Bonus. Oversea BBSP Rental paid by Oversea BBSP to Maximum Bonus for restaurant usage, store and office purposes. 4 Existing mandate Estimated value as disclosed in preceding year's circular dated 5 August 2013 Actual value transacted since the last AGM up to the LPD Proposed Renewal of Shareholders' Mandate Estimated aggregate value to be incurred from the Nineteenth (19 th ) AGM to the next AGM RM RM RM 571, , ,200 1, , , , , , ,000

13 No. Transacting party Nature of relationship 4. Rurng Juang Realty KYK, a director and shareholder of Rurng Juang Realty. 5. YSC Director and major shareholder of Oversea. 6. LSF & Teoh Properties LSF, a director and shareholder of LSF & Teoh Properties 7. Simple Angel Capital YTT, a director and shareholder of Simple Angel Capital Transacting party within the Group Nature of transaction Oversea BBSP Rental paid by Oversea BBSP for restaurant usage. Tsim Tung Rental paid by Tsim Tung for restaurant usage. Oversea Dian Xin Rental paid by Oversea Dian Xin for restaurant usage. Tsim Tung Rental paid by Tsim Tung for restaurant usage. Tsim Tung Rental paid by Tsim Tung for restaurant usage. Tsim Tung Rental paid by Tsim Tung for restaurant usage. 5 Estimated value as disclosed in preceding year's circular dated 5 August 2013 Existing mandate Actual value transacted since the last AGM up to the LPD Proposed Renewal of Shareholders' Mandate Estimated aggregate value to be incurred from the Nineteenth (19 th ) AGM to the next AGM RM RM RM 80,400 67,000 80,400 42,000-42,000 99,600 83,000 99,600 72,000 6,000 72,000 42,000 3,500 42,000 42,000 3,500 42,000

14 Proposed New Shareholders' Mandate: No. Transacting party Nature of relationship Transacting party within the Group Nature of transaction Estimated aggregate value to be incurred from the Nineteenth (19 th ) AGM to the next AGM RM 1. Great Idea YSC, LPY and LSP are directors and shareholders of Great Idea while YTT is a director of Great Idea. Oversea Imbi Future rental to be paid by Oversea Imbi for staff quarters usage*. 13,500 Note: * Oversea Imbi will be entering into a three (3) year rental agreement with Great Idea commencing from 1 January 2015 to 31 December 2017 for the rental of a flat unit to house the staff members of Oversea Imbi at a rental rate of RM1,500 per month. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 6

15 2.3 Sum(s) due and owing to Oversea by Related Party(ies) There were no material outstanding amounts due under the RRPT which exceeded the credit terms as at the FYE 31 March Review procedures for RRPT(s) The Group has established various procedures to ensure that the RRPT(s) are undertaken at arm's length basis on transacted prices and on normal commercial terms that are consistent with the Group's usual business practices and policies, which are not on prices and terms that are more favourable to the Related Party than those extended to the public and are not to the detriment of Oversea's minority shareholders. The review procedures established by the Group for the RRPT(s) are as follows:- i. The identity of the Related Party is disclosed/ circulated within the Group and at the same time, the Related Party is notified that all RRPT(s) are required to be taken on arm's length basis and on normal commercial terms not more favourable to the Related Party than those generally available to the public; ii. iii. iv. All RRPT(s) to be entered into will be reviewed by the Audit Committee at every quarter and subsequently reported to the Board to ensure that the transactions are not more favourable to the Related Party and will not be detrimental to the minority shareholders; Records will be maintained by the Company to capture all RRPT(s) which are entered into pursuant to the shareholders' mandate; The transaction prices are determined by the prevailing market rates/ prices that are agreed upon under similar commercial terms for transactions with third parties, business practices and policies and on terms which are generally in line with industry norms; v. The Board and the Audit Committee shall review the internal audit reports to ascertain that the guidelines and procedures established to monitor the RRPT(s) have been complied with and review shall be done at every quarter with the review of quarterly results; and vi. The Board and the Audit Committee will have overall responsibility for the determination of the review procedures, including addition of new review procedures, as and when necessary. The Board and the Audit Committee may also appoint individuals and committees to examine the RRPT(s), as they deem appropriate. If a member of the Board or the Audit Committee has an interest, direct or indirect, in any particular transactions, he or she will abstain from any deliberation and voting on the matter at the Board or Audit Committee meetings in respect of such transactions. At least two (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 Parties are fair and reasonable and comparable to those offered to/ by other unrelated third parties for the same/ substantially similar type of products/ services and/ or quantities. Where quotation or comparative pricing from unrelated third parties cannot be obtained, the price shall be based on the most recent transacted prices in the previous months' transactions. Furthermore, the Board and the Audit Committee shall rely on market knowledge, applicable industry norms and prevailing commercial rates to ensure that the RRPT(s) is not detrimental to the Group. 7

16 The guidelines for the relevant approving authority practiced by the Group in relation to RRPT(s) are as follows:- i. Transactions below RM100,000 each in value will be reviewed and approved by Directors or such other senior executive(s) (not being a person connected to the Related Party) designated by the Audit Committee from time to time for such purpose, and tabled for review by the Audit Committee on a quarterly basis; ii. iii. Transactions equal to or exceeding RM100,000 each in value will be reviewed and approved by the Audit Committee; and The Audit Committee may, as deemed fit, request for additional information pertaining to the transaction under review from independent sources or advisers, including the obtaining of valuations from independent professional valuers. 2.5 Statement by Audit Committee The Audit Committee is satisfied that the review procedures for RRPT(s) are sufficient and appropriate to ensure that such RRPT(s) will be undertaken at arm's length and are on normal commercial terms consistent with the industry norms not more favourable to the Related Party than those generally available to the public and that such terms will not be detrimental to the interests of the minority shareholders of Oversea or disadvantageous to the Group. The Group has in place adequate procedures and processes to monitor, track and identify the RRPT(s) in a timely and orderly manner. The Audit Committee reviews these procedures and processes on a yearly basis. If during its periodic reviews, the Audit Committee is of the view that such procedures and processes are no longer appropriate or adequate to monitor, track and identify RRPT(s), the Audit Committee will draw it to the attention of the Board and, if necessary, the Company will establish new guidelines and procedures. 3. RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS' MANDATES The Proposed Shareholders' Mandates will benefit the Company by facilitating entry by members of the Group into transactions with the Related Party specified in Section 2.2 of Part A above in the ordinary course of the Group's business on commercial terms, in a timely manner and will enable the Group to continue to carry out RRPT(s) necessary for the Group's day-to-day operations and enhance the Group's ability to pursue business opportunities which are time-sensitive in nature in a more expeditious manner. The Proposed Shareholders' Mandates will eliminate the need to announce and convene separate general meetings of the Company from time to time to seek shareholders' approval on each occasion pursuant to the requirements of Rule 10.09(2) of the Listing Requirements, as and when potential transactions with the specified classes of Related Party arise. This will also substantially reduce expenses associated with the convening of such meetings on an ad hoc basis, improve administrative efficiency and allow human resources and time to be channeled towards attaining other corporate objectives and opportunities. 4. EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATES The Proposed Shareholders' Mandates are administrative in nature and are therefore not expected to have any effect on the issued and paid-up share capital, substantial shareholdings, earnings, gearing and net assets of the Company. 8

17 5. APPROVALS REQUIRED The Proposed Shareholders' Mandates are subject to the approval of the shareholders of Oversea at the AGM to be convened. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM Save as disclosed below, none of the directors and/ or major shareholders and/ or persons connected to them have any interest, whether direct or indirect, in the Proposed Shareholders' Mandates:- Interested Directors/ Major Shareholders < Shareholdings as at LPD > < Direct > < Indirect > No. of Shares % No. of Shares % YSC *1 *8 82,744, LPY *1 20,460, KYK *2 9,256, ,350,000 * LSF *4 5,868, ,917,358 * YTT *6 600, Person Connected LSP *1 430, ,898,358 * Notes:- *1 Deemed interested by virtue of their directorship and shareholdings in Great Idea, Cergas Damai and Maximum Bonus. *2 Deemed interested by virtue of his directorship and shareholdings in Rurng Juang Realty. *3 Deemed interested by virtue of his substantial shareholdings and directorship in Rurng Juang Realty pursuant to Section 6A of the Act as well as his spouse and children's shareholdings in Oversea pursuant to Section 134(12)(c) of the Act. *4 Deemed interested by virtue of his directorship and shareholdings in LSF & Teoh Properties and his directorships in Great Idea, Cergas Damai and Maximum Bonus. *5 Deemed interested by virtue of his substantial shareholdings in Lee Lim & Sons Sdn Bhd which in turn is a substantial shareholder of Oversea and the shareholdings of his spouse in Oversea pursuant to Section 134(12)(c) of the Act. *6 Deemed interested by virtue of his directorship and shareholdings in Simple Angel Capital and his directorship in Great Idea, Cergas Damai and Maximum Bonus. *7 Deemed interested by virtue of his substantial shareholdings in Lee Lim & Sons Sdn Bhd which in turn is a substantial shareholder of Oversea pursuant to Section 6A of the Act. *8 Direct interest to the transaction as disclosed in Section 2.2 of Part A of this Circular. 9

18 Accordingly, YSC, LPY, KYK, LSF and YTT (collectively referred to as the "Interested Directors/ Major Shareholders") have abstained and will continue to abstain from all board deliberations on the resolution pertaining to the Proposed Shareholders' Mandates. The Interested Directors/ Major Shareholders will abstain from voting in respect of their direct and indirect interests in the Company on the resolution pertaining to the Proposed Shareholders' Mandates at the forthcoming AGM. The said Interested Directors/ Major Shareholders have undertaken to ensure that persons connected to them will abstain from voting in respect of their direct and indirect interests in the Company on the resolution pertaining to the Proposed Shareholders' Mandates at the forthcoming AGM. 7. DIRECTORS' RECOMMENDATION The Board (save for the Interested Directors), having considered all aspects of the Proposed Shareholders' Mandates are of the opinion that the Proposed Shareholders' Mandates are in the best interest of the Company. Accordingly, the Board (save for the Interested Directors) recommends that the shareholders of Oversea vote in favour of the resolution pertaining to the Proposed Shareholders' Mandates to be tabled at the forthcoming AGM. 8. AGM The AGM, the notice of which is enclosed in the 2014 Annual Report, which has been despatched together with this Circular, will be held at Restoran Oversea Bandar Baru Sri Petaling, No , Jalan 1/149D, Bandar Baru Sri Petaling, Kuala Lumpur on Monday, 8 September 2014 at a.m., for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders' Mandates. A Form of Proxy for the forthcoming AGM is enclosed in the 2014 Annual Report, which has been despatched together with this Circular. If you are unable to attend and vote in person at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registered Office at B-01-06, B & B-03-06, Endah Promenade, No. 5, Jalan 3/149E, Bandar Baru Sri Petaling, Kuala Lumpur not less than forty-eight (48) hours before the time fixed 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 wish to do so. 9. FURTHER INFORMATION Shareholders are advised to refer to Appendix I for further information. Yours faithfully, For and on behalf of the Board of OVERSEA ENTERPRISE BERHAD KOONG LIN LOONG Independent Non-Executive Director 10

19 PART B LETTER TO THE SHAREHOLDERS OF OVERSEA IN RELATION TO THE PROPOSED SHARE BUY-BACK

20 OVERSEA ENTERPRISE BERHAD (Company No U) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office B-01-06, B & B Endah Promenade No. 5, Jalan 3/149E Bandar Baru Sri Petaling Kuala Lumpur 13 August 2014 Board of Directors Yu Soo Yee Soo Chye (Chairman, Group Managing Director) Lee Pek Yoke (Executive Director) Khong Yik Kam (Executive Director) Lee Seng Fan (Executive Director) Yu Tack Tein (Executive Director) Koong Lin Loong (Independent Non-Executive Director) Chiam Soon Hock (Independent Non-Executive Director) Yau Ming Teck (Independent Non-Executive Director) Yu Suat Yin (Alternate Director to Lee Pek Yoke) To: The Shareholders of Oversea Dear Sir/Madam, PROPOSED SHARE BUY-BACK OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OVERSEA 1. INTRODUCTION On 8 August 2014, RHB Investment Bank had on behalf of the Board, announced that Oversea intends to seek the approval of its shareholders for the Company to purchase up to ten percent (10%) of its issued and paid-up share capital at any point in time. The purpose of this Circular is to provide the shareholders of Oversea with the relevant information on the Proposed Share Buy-Back, together with the Directors' recommendation and to seek the approval from the shareholders of Oversea for the ordinary resolution relating to the Proposed Share Buy-Back to be tabled at the forthcoming AGM of the Company. The notice of the forthcoming AGM and the form of proxy are enclosed in the 2014 Annual Report, which has been despatched together with this Circular. 11

21 SHAREHOLDERS OF OVERSEA ARE ADVISED TO READ AND CAREFULLY CONSIDER THE ENTIRE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX CONTAINED HEREIN BEFORE VOTING ON THE ORDINARY RESOLUTION TO GIVE EFFECT TO THE PROPOSED SHARE BUY-BACK AT THE FORTHCOMING AGM. 2. DETAILS OF THE PROPOSED SHARE BUY-BACK The Board proposes to seek the approval from the shareholders of the Company to purchase up to ten percent (10%) of the issued and paid-up share capital of the Company at any point in time, subject to Section 67A of the Act, Chapter 12 of the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines, and requirements issued by the relevant authorities ("Prevailing Laws") at the time of purchase. The Shares will be purchased from the open market on Bursa Securities through a maximum of two (2) stockbrokers to be appointed at a later date. 2.1 Quantum The maximum aggregate number of Shares, which may be purchased by the Company, shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point in time. As at the LPD, the issued and paid-up ordinary share capital of Oversea is RM49,000,000 comprising 245,000,000 Oversea Shares. The Proposed Share Buy- Back will enable the Company to purchase up to 24,500,000 Oversea Shares, representing up to ten percent (10%) of the issued and paid-up share capital of the Company. The shares will be purchased from the open market on Bursa Securities through stockbroker(s) approved by Bursa Securities and appointed at a later date. The actual number of Oversea Shares to be purchased will depend on, inter alia, market conditions and sentiments of Bursa Securities as well as the retained earnings share premium account and financial resources available to the Company at the time of the purchase(s). 2.2 Duration The authority from the shareholders of Oversea to undertake the Proposed Share Buy-Back, if granted, shall be effective immediately upon the passing of the ordinary resolution relating to the Proposed Share Buy-Back at the forthcoming AGM of the Company and shall be valid until:- (a) (b) (c) the conclusion of the next AGM of Oversea following the general meeting at which the ordinary resolution for the Proposed Share Buy-Back is passed, at which time it shall lapse, unless the authority is renewed by a resolution passed at the next AGM; or the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting of the Company, whichever is earlier, unless earlier revoked or varied by an ordinary resolution of the shareholders of the Company in a general meeting, but shall not prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and in any event in accordance with the provision of the Act, the Listing Requirements and other prevailing laws, guidelines, rules and regulations issued by the relevant authorities. 12

22 The shareholders' approval for the Proposed Share Buy-Back does not impose an obligation on the Company to purchase its own Shares. However, it will further allow the Board to exercise the power of the Company to purchase its own Shares at any time within the abovementioned time period. It is a requirement that the Company must be solvent at the date of purchase and will not become insolvent because of the debts, if any, incurred by the Company to pay for the purchase consideration of the Purchased Shares. Pursuant to Rule of the Listing Requirements, in the event Oversea undertakes a share buy-back exercise, the Company must ensure that a solvency declaration is lodged with Bursa Securities by the directors of Oversea in accordance with section 67A of the Act and Part IIIA of the Companies Regulations Funding The Proposed Share Buy-Back may be funded through internally-generated funds and/or bank borrowings as long as the purchase is backed by an equivalent amount of retained earnings and/or share premium of the Company, subject to compliance with the Prevailing Laws. As at the date of this announcement, Oversea has not determined the source of funding for the Proposed Share Buy-Back. The actual amount of funds to be utilised for the Proposed Share Buy-Back will only be determined later depending on the actual number of Oversea Shares to be purchased, the availability of funds at the time of purchase(s) and other relevant cost factors. The Proposed Share Buy-Back, if funded through internally-generated funds, is not expected to have a material impact on the cashflow position of the Company. In the event the Proposed Share Buy-Back is to be financed by bank borrowings, the Company will ensure its capabilities of repaying such borrowings and that such repayment will not have a material effect on its cashflow. The maximum amount of funds to be allocated for the Proposed Share Buy-Back shall not exceed the aggregate of the retained profits and share premium of the Company. Based on the latest audited financial statements of Oversea for the financial year ended 31 March 2014, the retained earnings and share premium of Oversea are RM796,950 and RM1,038,157 respectively, at Group level and RM307,136 and RM1,038,157 respectively, at Company level. 2.4 Purchase price Pursuant to Rule of the Listing Requirements, the Company may only purchase its own shares on Bursa Securities at a price which is not more than fifteen percent (15%) above the WAMP of Oversea Shares for the five (5) Market Days immediately preceding the date of any purchase(s). 2.5 Treatment of Purchased Shares In accordance with Section 67A of the Act, the Directors of the Company may deal with the Purchased Shares in the following manner:- (a) (b) (c) cancel the Purchased Shares; or retain the Purchased Shares as treasury shares for distribution as share dividends to the shareholders of the Company and/or be resold through Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or retain part of the Purchased Shares as treasury shares and cancel the remainder. 13

23 It is the present intention of the Board to retain the Purchased Shares as treasury shares and subsequently resell them on Bursa Securities if the opportunity arises for the Company to realise gains from the resale on Bursa Securities. However, the Board may distribute the Purchased Shares as share dividends, which will depend on the availability of, amongst others, retained earnings, share premium and tax credits of the Company, or cancel the Purchased Shares if the Board decides to change the capital structure of the Company. An immediate announcement will be made to Bursa Securities upon each purchase, cancellation and/or resale of shares pursuant to the Proposed Share Buy-Back. In the event the Purchased Shares are held as treasury shares, the rights attaching to them in relation to voting, dividends and participation in any other distribution or otherwise, would be suspended and the treasury shares would not be taken into account in calculating the number of percentage of shares, or of a class of shares in the Company for any purposes including the determination of substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for meetings and the result of a vote on resolution(s) at meetings. According to Rule of the Listing Requirements, in the case of a resale of treasury shares, the Company may only resell any treasury shares on Bursa Securities at:- (a) (b) a price which is not less than the WAMP for the Oversea Shares for the five (5) market days immediately before the resale; or a discounted price of not more than five percent (5%) to the WAMP for the Oversea Shares for the five (5) market days immediately before the resale provided that:- (i) (ii) the resale takes place no earlier than thirty (30) days from the date of purchase; and the resale price is not less than the cost of purchase of the Oversea Shares being resold. An immediate announcement will be made to Bursa Securities in respect of the intention of the Directors to either retain the Purchased Shares as treasury shares or cancel them or a combination of both following any transaction executed pursuant to the authority granted under the Proposed Share Buy-Back. 2.6 Public shareholding spread The Proposed Share Buy-Back will be carried out in accordance with the Prevailing Laws at the time of purchase including compliance with the 25% shareholding spread in the hands of public shareholders as required under Rule 8.02(1) of the Listing Requirements. As at 30 July 2014, 72,410,623 Shares representing 29.56% of the issued and paidup share capital of Oversea were held by public shareholders. The Company will endeavour to ensure that the Proposed Share Buy-Back will not breach Rule of the Listing Requirements, which states that a listed company must not purchase its own shares on Bursa Securities if that purchase(s) will result in the listed company being in breach of the public shareholding spread requirements as set out under Rule 8.02(1) of the Listing Requirements. 14

24 2.7 Potential advantages and disadvantages of the Proposed Share Buy-Back The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders, if exercised, are as follows:- (a) (b) (c) (d) allows the Company to take preventive measures against speculation particularly when its Shares are undervalued, which would in turn, stabilise the market price of Oversea Shares and hence, enhance investors' confidence; allows the Company flexibility in achieving the desired capital structure, in terms of debt and equity composition and size of equity; if the Purchased Shares which are retained as treasury shares are resold at a higher price, it will provide the Company with opportunities for potential gains; and if the treasury shares are distributed as share dividends by the Company, it may then serve to reward the shareholders of the Company. The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:- (a) (b) the Proposed Share Buy-Back will reduce the financial resources of the Oversea Group and may result in the Group foregoing other investment opportunities that may emerge in the future; and as the Proposed Share Buy-Back can only be made out of retained earnings and/or share premium of the Company, it may result in the reduction of financial resources available for distribution to shareholders in the immediate future. The Directors in exercising any decision on the Proposed Share Buy-Back will be mindful of the interest of the Company and its shareholders. 3. IMPLICATIONS OF THE CODE As it is not intended for the Proposed Share Buy-Back to trigger the obligation to undertake a mandatory offer under the Code by any of the Company's substantial shareholders and/or parties acting in concert with them, the Board will ensure that such number of Shares are purchased, retained as treasury shares, cancelled or distributed such that the Proposed Share Buy-Back would not result in triggering any mandatory offer obligation on the part of its substantial shareholders and/or parties acting in concert with them. In this connection, the Board is mindful of the requirements when making any purchase of the Shares pursuant to the Proposed Share Buy-Back. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 15

25 4. RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back, if implemented, will enable Oversea to utilise any of its surplus financial resources, which is not immediately required for other uses, to purchase its own Shares from the market. The Proposed Share Buy-Back is expected to stabilise the market price of Oversea Shares and to prevent against speculation of Oversea Shares, when undervalued, to enhance investors' confidence. Other things being equal, the Proposed Share Buy-Back, regardless of whether the Purchased Shares are maintained as treasury shares or cancelled, will result in a lower number of Oversea Shares being used for the purposes of computing the EPS. Therefore, the Proposed Share Buy-Back will improve the EPS of Oversea, which in turn is expected to have a positive impact on the market price of Oversea. The Purchased Shares may be held as treasury shares and resold on Bursa Securities at a higher price with the intention of realising a potential gain without affecting the total issued and paid-up share capital of the Company. Should any treasury shares be distributed as share dividends, this would serve to reward the shareholders of the Company. The Proposed Share Buy-Back is not expected to cause any potential material disadvantage to the Company and its shareholders, and it will be implemented only after due consideration of the financial resources of the Group and the resultant impact on the shareholders of the Company. The Board, in undertaking the Proposed Share Buy-Back, will be mindful of the interests of the Company and its shareholders. 5. EFFECTS OF THE PROPOSED SHARE BUY-BACK 5.1 Share capital The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of Oversea will depend on whether the Oversea Shares purchased are cancelled or retained as treasury shares. For illustrative purposes only, the effect of the Proposed Share Buy-Back based on the issued and paid-up share capital of the Company as at the LPD, and assuming that the maximum number of Oversea Shares are purchased and cancelled, is illustrated below:- No. of Shares Issued and paid-up share capital as at the LPD 245,000,000 49,000,000 RM Cancellation of Shares purchased pursuant to the (24,500,000) (4,900,000) Proposed Share Buy-Back Resultant issued and paid-up share capital 220,500,000 44,100,000 On the other hand, if the Oversea Shares purchased are retained as treasury shares, resold or distributed to its shareholders, the Proposed Share Buy-Back will have no effect on the issued and fully paid-up share capital of Oversea. 5.2 Earnings and EPS The effects of the Proposed Share Buy-Back on the earnings and EPS of the Oversea Group is dependent on the number of Oversea Shares purchased, the purchase price(s) of the Oversea Shares and the effective funding cost to Oversea to finance the purchase of such Oversea Shares or any loss in interest income to Oversea or opportunity cost in relation to other investment opportunities. 16