CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A

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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 you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) 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. Bursa Securities has not perused the contents of this Circular in relation to the Proposed Share Buy-Back (as defined herein) prior to its issuance as it is an exempt document pursuant to Practice Note No. 18 of the Listing Requirements of Bursa Securities. CIRCULAR TO SHAREHOLDERS IN RELATION TO PART A PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PART B PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR PURCHASE OF OWN ORDINARY SHARES The Notice of the Annual General Meeting and the Form of Proxy of Handal Resources Berhad are enclosed in the 2016 Annual Report. The Annual General Meeting of Handal Resources Berhad is to be held at Lot PT 7358, Kawasan Perindustrian Teluk Kalong, Mukim Teluk Kalong, Kemaman, Terengganu Darul Iman on Thursday, 25 May 2017 at a.m. You are requested to complete the Form of Proxy and deposit it at the Share Registrar of the Company at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan not later than forty eight (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 date and time for lodging the Form of Proxy is Tuesday, 23 May 2017 at a.m. This Circular is dated 27 th day of April 2017

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3 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular (definitions denoting the singular number shall also include the plural number and vice versa and references to gender include both genders and the neuter where applicable): AGM Act Annual General Meeting Malaysian Companies Act, 2016 as amended from time to time and any re-enactment thereof Code The Malaysian Code on Take-Overs and Mergers, 2010 Board or Board of Directors or Directors Bursa Securities EPS ECHI Board of Directors of Handal Resources Berhad Director 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 preceding 6 months of the date on which terms of the transaction 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. Bursa Malaysia Securities Berhad Earnings per share Excell Crane & Hydraulics Inc., a corporation incorporated in United States of America. HRB or the Company Handal Resources Berhad ( X) HESB HEPSB HSB HOSSB HOEMSB HRB Group or the Group Listing Requirements Handal Engineering Sdn Bhd ( K), a wholly owned subsidiary of HRB Handal E&P Sdn Bhd ( U), a wholly owned subsidiary of HRB Handrill Sdn Bhd ( W), a 99.78% owned subsidiary of HRB Handal Offshore Services Sdn Bhd ( H), a wholly owned subsidiary of HRB Handal Offshore East Malaysia Sdn Bhd ( U), a wholly owned subsidiary of HOSSB HRB and its subsidiary companies Main Market Listing Requirements i

4 DEFINITIONS (continued) Major Shareholder Major shareholder means a person who has an interest or interests in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amount of those share, is:- (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or (b) 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. For the purposes of this definition, interest in shares shall have the meaning given in Section 8 of the Companies Act The major shareholder shall also include any person who is and was within the preceding 6 months of the date on which the terms of transaction were agreed upon, a major shareholder of the Company or any other company which is its subsidiary or holding company. Proposed Renewal of Shareholders Mandate Proposed Mandate Period Proposed Share Buy-Back Recurrent Related Party Transactions Related Party(ies) RM and Sen Share(s) or Handal Share(s) Treasury Shares Proposed Renewal of Shareholders Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature to be entered into during the Proposed Mandate Period From the date of the Ninth AGM on 25 May 2017 to the date of the next AGM proposed on 30 June 2018 Proposed Renewal of Shareholders Mandate to purchase and/or hold own Shares of up to ten percent (10%) of the issued and paid-up share capital of the Company Related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for daily operations and are in the ordinary course of business of the HRB Group A Director, Major Shareholder or person connected with such Director or Major Shareholder. For the purpose of this definition, Director and Major Shareholder shall have the meaning given in paragraph of the Listing Requirements Ringgit Malaysia and sen respectively Ordinary share(s) of Handal Resources Berhad The Handal Shares purchased by the Company that can be retained, distributed as dividend or resold and/or subsequently cancelled Annual Report Annual Report of HRB issued for the financial year ended 31 December 2016 ii

5 TABLE OF CONTENTS PART A: LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 1. INTRODUCTION 1 Page 2. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 Shareholders Mandate for Recurrent Related Party Transactions Details of the Proposed Renewal of Shareholders Mandate Principal Activities of HRB Group Class of Related Party Nature and Terms of the Recurrent Related Party Transactions Review procedures for the Recurrent Related Party Transactions Statement by the Audit Committee Rationale and Benefit for the Recurrent Related Party Transactions Directors and Major Shareholders Interests in the Proposed Renewal of 8 Shareholders Mandate 2.6 Condition to the Proposed Renewal of Shareholders Mandate 9 3. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF 9 SHAREHOLDERS MANDATE 4. DIRECTORS RECOMMENDATION 9 5. ANNUAL GENERAL MEETING 9 6. FURTHER INFORMATION 9 PART B: LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR PURCHASE OF OWN ORDINARY SHARES 1. INTRODUCTION PROPOSED SHARE BUY-BACK 2.1 Details of the Proposed Share Buy-Back Quantum and Funding Treatment of Shares Purchased by the Company Pricing Risk Factors Reasons and Potential Advantages and Disadvantages of the Proposed 14 Share Buy-Back 2.7 Financial Effects of the Proposed Share Buy-Back Directors and Substantial Shareholders Shareholdings Public Shareholding Spread Implication Relating to the Malaysian Code on Take-Overs and Mergers, Historical Share Price Purchase, Resale and Cancellation of Handal Shares made in the 18 preceding 12 months 3. CONDITION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR 18 PERSONS CONNECTED TO THEM 5. DIRECTORS RECOMMENDATION ANNUAL GENERAL MEETING FURTHER INFORMATION 18 APPENDIX I FURTHER INFORMATION 19 iii

6 PART A PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE iv

7 HANDAL RESOURCES BERHAD (Company No X) (Incorporated in Malaysia) Registered Office: 25-6, Jalan PJU 1/42A Dataran Prima Petaling Jaya Selangor Darul Ehsan 27 April 2017 The Board of Directors DATO MOHSIN ABDUL HALIM (Executive Chairman) MALLEK RIZAL BIN MOHSIN (Group Managing Director and Chief Executive Officer) JOEL EMANUEL HEANEY (Group Advisor and Deputy Managing Director) ZAHARI BIN HAMZAH (Chief Operating Officer and Executive Director) LOKMAN RAZANI BIN ABDUL RAZAK (Independent Non-Executive Director) CHAU SIK CHEONG (Independent Non-Executive Director) MUHAMMAD ASRI BIN MOHD RAFA I (Senior Independent Non-Executive Director) DATO MOHAMMAD MEDAN ABDULLAH (Independent Non-Executive Director) To: The Shareholders of Handal Resources Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the Company s Eighth Annual General Meeting held on 25 May 2016, the Company obtained the general mandate from the shareholders for the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. The existing Shareholders Mandate will expire at the conclusion of the forthcoming AGM unless the authority is renewed. On 27 February 2017, the Board announced that the Company proposes to seek shareholders approval at the forthcoming AGM for a renewal of the Shareholders Mandate as set out in Section of this Circular in compliance with paragraph of the Listing Requirements. The purpose of this Circular is to provide you with the relevant details of the Proposed Renewal of Shareholders Mandate and to seek your approval for the ordinary resolution therein to be tabled at the forthcoming AGM, which will be held at Lot PT 7358, Kawasan Perindustrian Teluk Kalong, Mukim Teluk Kalong, Kemaman, Terengganu Darul Iman on Thursday, 25 May 2017 at a.m. 1

8 2. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE 2.1 Shareholders Mandate for Recurrent Related Party Transactions In compliance with Paragraph of the Listing Requirements, the Company proposes to seek its shareholders approval for the Proposed Renewal of Shareholders Mandate which will apply to the Recurrent Related Party Transactions set out in Section below. The Recurrent Related Party Transactions are of a revenue or trading nature which are necessary for the day-to-day operations of the Company subject to the following: - i) 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; and 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. The Proposed Renewal of Shareholders Mandate, if approved by shareholders at the forthcoming AGM, will be subject to annual renewal. In this respect any authority conferred by the Proposed Renewal of Shareholders Mandate, shall only continue to be in force until: i) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; or ii) iii) the expiration of the period within which the next AGM of HRB is required to be held pursuant to Section 340(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 in general meeting; whichever is earlier. The Proposed Renewal of Shareholders Mandate, shall apply in respect of all Recurrent Related Party Transactions to be entered into from the date of the forthcoming AGM to the next AGM. Thereafter approval from shareholders for a renewal of the mandate will be sought at each subsequent AGM of HRB. In making the disclosure of the aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Company s Existing Mandate, the Company has provided a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year in the 2016 Annual Report based on the type of the Recurrent Related Party Transactions made and the names of the Related Party involved in each type of the Recurrent Related Party Transactions made and their relationships with the Group. 2

9 2.2 Details of the Proposed Renewal of Shareholders Mandate Principal Activities of HRB Group The principal activity of the Company is investment holding and the principal activities of the subsidiary companies are as follows: - Subsidiary Country of Effective Principal Activities Companies Incorporation Interest (%) Overhaul and maintenance, manufacturing or fabrication of new offshore pedestal cranes, HOSSB Malaysia 100 offshore crane rental business, work over projects and other services such as supply of manpower and parts Selling of industrial plant and HESB Malaysia 100 equipment and telecommunication equipment HSB Malaysia Consultants in engineering project support services HEPSB Malaysia 100 Dormant HOEMSB Malaysia 100 Dormant Class of Related Party The Proposed Renewal of Shareholders Mandate will apply to transactions with the following related party: - Related Party Principal Activities Nature of Relationship ECHI Fabrication, service and Mr Joel Emanuel Heaney who is a repair, overhaul, rental, Director and shareholder of HRB training, design and is also a shareholder of ECHI and manufacture of offshore holds 25% equity interest in pedestal cranes ECHI. The details of Mr Joel Emanuel Heaney s direct and indirect interests in HRB are indicated in Section 2.5 below. 3

10 2.2.3 Nature and Terms of Recurrent Related Party Transactions The Recurrent Related Party Transactions as set out below, are general transactions to be entered into by the HRB Group relating to the provision or the obtaining of products and services to or from the Related Party in the ordinary course of business, under the Proposed Renewal of Shareholders Mandate: New mandate Existing Mandate Transacting Nature of Related Estimated Amount Estimated Value as Party Transaction Party for Proposed disclosed in Circular to Actual Value Amount Deviation Mandate Period shareholders dated (RM 000) exceeded % (RM 000)* 28 April 2016 (RM 000) (RM 000) HOSSB Material and crane ECHI 30,000 30,000 3,413 (Note 1) N/A N/A spare part supply provided by ECHI * The Estimated Amount is arrived at after taking into account the values transacted during the year 2016 and the transactions that may eventuate in the Proposed Mandate Period, the actual value of which may vary from the Estimated Amount and is subject to changes. Note 1 Actual Value from 25 May 2016 (the date on which the Existing Mandate was obtained) up to 31 March 2017 (the latest practicable date before the printing of the circular) There are no sums due and owing by HRB Group s related party pursuant to the Recurrent Related Party Transaction. 4

11 2.2.4 Review procedures for the Recurrent Related Party Transactions To ensure that such Recurrent Related Party Transactions are undertaken on transaction prices and on an arm s length basis and on the Group s normal commercial terms consistent with the Group s usual business arrangements, practices and policies and on terms not more favourable to the Related Party than those generally available to the public and will not be detrimental to minority shareholders, the management will ensure that: i) the transactions with the Related Party will only be entered into after taking into account the pricing, level of service, quality of product and other related factors, which are generally on terms not more favourable to the Related Party than those extended to unrelated third parties and are not to the detriment of the minority shareholders; ii) the pricing, level of service and quality of products shall be at the prevailing market rates/prices of the service or product including where appropriate preferential rates and discounts accorded for bulk purchases (the same as are accorded to third party bulk purchase) and on the service or product provider s usual commercial terms, and otherwise in accordance with applicable industry norm; the cost plus method will be used where appropriate in determination of fair price or contract rates. This method determines the arm s length price or rate by adding an appropriate mark-up to the cost of production; iii) wherever possible, at least two other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities; will be used as comparison 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 Company/Group will based on Group usual business practices and taking into consideration the urgency and efficiency of the delivery of product or services to be provided to ensure that the recurrent related party transactions are not detrimental to the Company/Group; iv) the terms and conditions on purchases and sales are determined by market force, under similar commercial terms for transaction with unrelated third parties which depend on the demand and supply of the products and subject to the availability of the products in the market; 5

12 v) the recurrent related party transactions are reviewed and authorised by the following parties: Nature of transaction Value of transaction Authority limits Up to RM30 million (provided Any One Executive Non-capital the aggregate value does not Directors expenditure exceed RM7.5 million transactions per quarter) Above RM30 million and where the aggregate value is equivalent to or exceed RM7.5 million per quarter Audit Committee/ Board Capital expenditure Up to RM2.8 million Any Two Executive transactions Directors Above RM2.8 million Audit Committee/ Board Further, where any Director has an interest (direct or indirect) in any Related Party Transactions, such Director shall abstain from voting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transactions. Pursuant to Paragraph of the Listing Requirements, in a meeting to obtain the Proposed Renewal of 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, shall abstain from voting on the resolution approving the Recurrent Related Party Transactions. An interested Director or interested Major Shareholder must also ensure that persons connected with him abstain from voting on the resolution approving the transactions. Interested Directors shall also abstain from deliberating at board meetings in respect of the Recurrent Related Party Transactions in which they are interested. Disclosure will be made in the 2016 Annual Report of the Company of the aggregate value of transactions contemplated pursuant to the Proposed Renewal of Shareholders Mandate during the financial year. Shareholders approval will be sought for the renewal of such mandate at each AGM subject to a satisfactory review by the Audit Committee of its continued application to the Recurrent Related Party Transactions. 6

13 2.3 Statement by the Audit Committee The overall responsibility of determining whether the procedures for reviewing all Recurrent Related Party Transactions are appropriate rests on the Audit Committee. The Audit Committee will at least once a year, conduct a review and ascertain that the guidelines and procedures established to monitor Recurrent Related Party Transactions have been complied with. The Audit Committee is of the opinion that the HRB Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner, and the frequency of review of these procedures and processes will be conducted on a quarterly basis together with the review of quarterly results, or such frequency as the Audit Committee considers appropriate having regard to the value and the frequency of the related party transactions. Should the Audit Committee determine that the guidelines and/or procedures stated in Section are inadequate to ensure that: - i) the Recurrent Related Party Transactions will be conducted at arm s length and on normal commercial terms, and ii) such transactions are not prejudicial to the interests of the shareholders, the Company will obtain a fresh shareholders mandate based on the new guidelines and procedures. The Audit Committee shall also have the discretion to request for the limits to be imposed or for additional procedures to be followed if it considers such a request to be appropriate. In that event, such limits or procedures may be implemented without the approval of shareholders, provided that they are more stringent than the existing limits or procedures. The Audit Committee of the Company has reviewed the terms of the Proposed Renewal of Shareholders Mandate as well as the review procedures in Section and is satisfied that the review procedures for the Recurrent Related Party Transactions, as well as the annual review of all the Recurrent Related Party Transactions made for the financial year ended 31 December 2016 are sufficient to ensure that Recurrent Related Party Transactions have been made at arm s length and in accordance with the Group s normal commercial terms, and hence, will not be prejudicial to the shareholders or disadvantageous to the Group and are carried out on terms not more favourable to the Related Party than those generally available to the public and are not detrimental to the minority shareholders. The members of the Audit Committee are as follows:- Chau Sik Cheong (Chairman, Independent Non-Executive Director) Lokman Razani Bin Abdul Razak (Independent Non-Executive Director) Muhammad Asri Bin Mohd Rafa I (Senior Independent Non-Executive Director) Dato Mohammad Medan Abdullah (Independent Non-Executive Director) 7

14 2.4 Rationale and Benefit for the Recurrent Related Party Transactions The Proposed Renewal of Shareholders Mandate will benefit the Company by facilitating members of the HRB Group to enter into transactions described in Section above with the Related Party specified in Section above in the ordinary course of the Group s business on normal commercial terms, in a timely fashion, and eliminate the need for the Company on each occasion, pursuant to the financial limits imposed by Paragraph of the Listing requirements to seek the shareholders approval as and when potential transactions with the specified classes of Related Party arise, thereby reducing substantially the administrative time, inconvenience and costs associated with the convening of such meetings without compromising the corporate objectives and adversely affecting the business opportunities available to the HRB Group. Shareholders of the Company will appreciate that the Recurrent Related Party Transactions, as outlined in Section above are intended to facilitate transactions in the ordinary course of business of the HRB Group which are transacted from time to time with Related Party, are carried out at arm s length basis on normal commercial terms which are not prejudicial to the interest of the shareholders, not more favourable to the Related Party than those generally available to the public and not detrimental to the minority shareholders. The HRB Group has a long-standing business relationship with the Related Party which existed even before HRB went public in The Related Party is a good supplier to the HRB Group and the close co-operation between the HRB Group and the Related Party have reaped mutual benefits and is expected to continue to be of benefit to the business of the HRB Group. 2.5 Directors and Major Shareholders Interests in the Proposed Renewal of Shareholders Mandatee None of the Directors, Major Shareholders nor any persons connected with them (as defined in the Listing Requirements), have any interest, direct or indirect, in the Proposed Renewal of Shareholders Mandate, save and except for Mr Joel Emanuel Heaney, the Executive Director and Shareholder of HRB who has a 25% interest in ECHI. Mr Joel Emanuel Heaney who is interested in the Proposed Renewal of Shareholders Mandate have abstained and will continue to abstain from deliberation and voting at Board Meetings of HRB on the relevant resolution pertaining to the Proposed Renewal of Shareholders Mandate. He will also abstain from voting on the resolution approving the Proposed Renewal of Shareholders Mandate at the forthcoming AGM in respect of his direct and/or indirect shareholdings. Mr Joel Emanuel Heaney has undertaken that persons connected with him will abstain from voting on the resolution approving the Proposed Renewal of Shareholders Mandate at the forthcoming AGM in respect of their direct and/or indirect shareholdings. He has the following interest in the Company as of 31 March 2017: Direct Indirect Handal Shares 10,292,200 (6.45%) - 8

15 2.6 Condition to the Proposed Renewal of Shareholders Mandate The Proposed Renewal of Shareholders Mandate is conditional upon the approval of the shareholders of the Company being obtained at the forthcoming AGM to be convened. 3. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE The Proposed Renewal of Shareholders Mandate does not have any effect on the share capital of HRB and will not have any material financial effect on the earnings or the net tangible assets of the HRB Group. 4. DIRECTORS RECOMMENDATION Having considered the rationale and benefits of the Proposed Renewal of Shareholders Mandate and after careful deliberation, your Directors save for Mr Joel Emanuel Heaney who is deemed interested in the Proposed Renewal of Shareholders Mandate, are of the opinion that the Proposed Renewal of Shareholders Mandate is in the best interest of the HRB Group. Accordingly, your Directors, save for Mr Joel Emanuel Heaney, who is deemed interested in the Proposed Renewal of Shareholders Mandate, recommend that you vote in favour of the resolution to be tabled at the forthcoming AGM on the Proposed Renewal of Shareholders Mandate. 5. ANNUAL GENERAL MEETING The ordinary resolution to vote on the Proposed Renewal of Shareholders Mandate has been incorporated in the Notice of AGM in HRB s 2016 Annual Report. The AGM will be held at Lot PT 7358, Kawasan Perindustrian Teluk Kalong, Mukim Teluk Kalong, Kemaman, Terengganu Darul Iman on Thursday, 25 May 2017 at a.m. If you are unable to attend and vote in person at the AGM, you should complete and return the Form of Proxy enclosed in the 2016 Annual Report to the Share Registrar of the Company at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. The completion and lodgment 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. 6. FURTHER INFORMATION Shareholders are advised to refer to the Appendix I for further information. Yours faithfully For and on behalf of the Board of Directors of HANDAL RESOURCES BERHAD Chau Sik Cheong Independent Non-Executive Director 9

16 PART B PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR PURCHASE OF OWN ORDINARY SHARES 10

17 HANDAL RESOURCES BERHAD (Company No X) (Incorporated in Malaysia) Registered Office: 25-6, Jalan PJU 1/42A Dataran Prima Petaling Jaya Selangor Darul Ehsan 27 April 2017 The Board of Directors DATO MOHSIN ABDUL HALIM (Executive Chairman) MALLEK RIZAL BIN MOHSIN (Group Managing Director and Chief Executive Officer) JOEL EMANUEL HEANEY (Group Advisor and Deputy Managing Director) ZAHARI BIN HAMZAH (Chief Operating Officer and Executive Director) LOKMAN RAZANI BIN ABDUL RAZAK (Independent Non-Executive Director) CHAU SIK CHEONG (Independent Non-Executive Director) MUHAMMAD ASRI BIN MOHD RAFA I (Senior Independent Non-Executive Director) DATO MOHAMMAD MEDAN ABDULLAH (Independent Non-Executive Director) To: The Shareholders of Handal Resources Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR PURCHASE OF OWN ORDINARY SHARES 1. INTRODUCTION On 27 February 2017, the Board announced that the Company proposes to seek shareholders approval for authorization to enable the Company to purchase up to 10% of the issued and paid-up share capital of HRB as quoted on Bursa Malaysia.. The purpose of this Circular is to provide you with the relevant details of the Proposed Share Buy-Back Mandate and to seek your approval for the ordinary resolution therein to be tabled at the forthcoming AGM, which will be held at Lot PT 7358, Kawasan Perindustrian Teluk Kalong, Mukim Teluk Kalong, Kemaman, Terengganu Darul Iman on Wednesday, 25 May 2017 at a.m. 11

18 2. PROPOSED SHARE BUY-BACK 2.1 Details of the Proposed Share Buy Back The Proposed Share Buy-Back is subject to compliance with the Act, Listing Requirements of Bursa Securities and any prevailing laws and relevant regulations, rules and guidelines as may be issued by the relevant authorities at the time of purchases. The approval from the shareholders for the Proposed Share Buy-Back shall be effective immediately upon the passing of the ordinary resolution for the Proposed Share Buy-Back at the forthcoming AGM until a) the conclusion of the next annual general meeting of the Company following the general meeting at which such resolution was passed at which time it will lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; b) the expiration of the period within which the next annual general meeting after that date is required by law to be held; or c) revoked or varied by ordinary resolution passed by the shareholders in general meeting whichever occurs first. 2.2 Quantum and Funding As at 31 March 2017, the total issued and paid up share capital of HRB is RM80,000, comprising 160,000,000 ordinary shares. Your directors propose to seek a new mandate from shareholders to purchase the maximum number of Handal shares which will not exceed 16,000,000 ordinary shares or 10% of the total issued share capital of the Company as at the point of purchase. The Shares will be purchased from open market through Bursa Securities and the Proposed Share Buy-Back shall be effected through stockbroker(s) as approved by Bursa Malaysia. The maximum amount of the funds to be allocated for the Proposed Share Buy-Back shall not exceed the sum of retained profits of the Company at the time of the purchase of shares from the open market. Based on the latest audited financial statements of the Company as at financial year ended 31 December 2016, the accumulated losses of the Company was RM17,601,042. The funding of the Proposed Share Buy-Back will be from internally generated funds and/or borrowings. The amount of internally generated funds and/or external borrowings to be utilized will only be determined later depending on, amongst others, the availability of internally generated funds, actual number of Shares to be purchased, the Company satisfying the solvency test under Section 112 of the Act and other relevant cost factors. The actual number of shares to be purchased and/or held, and the timing of such purchases will depend on, amongst others, the market conditions and sentiments of the stock market as well as the availability of financial resources of the Company and the availability of the retained profit reserve of the Company. In the event that the Proposed Share Buy-Back is to be partly financed by external borrowings, the Company expects that it will be capable of repaying such borrowings and that such funding is not expected to have any material effect on the cash flows of the Company and the Group. 12

19 2.3 Treatment of Shares Purchased by the Company The treasury shares so purchased or to be purchased pursuant to the Proposed Share Buy-Back shall not be entitled to any of the rights attached to the existing Handal Shares of the Company as to voting, dividends and participation in any other distribution or otherwise are suspended and the treasury shares shall not be taken into account in calculating the number of shares or a class of shares in the Company for any purposes including, without limiting to the generality of this provisions of any law or requirements of the Articles of Association of the Company or the Listing Requirements on substantial shareholdings, takeovers, notices, the requisitioning of the meeting, the quorum and the result of a vote on a resolution at a meeting. The Directors may deal with the purchased Handal Shares in the following manner: (a) (b) (c) (d) cancel all or part of the Handal Shares so purchased; and/or retain all or part of the Handal Shares so purchased as treasury shares for distribution as dividends to the shareholders; and/or resale on the market of Bursa Malaysia and/or to be subsequently cancelled. In the event that HRB decides to resell the treasury shares, the Company will make an announcement on the day the resale is made providing details of the description of the shares resold, the number of shares resold, the resale price of each share resold or, where relevant, the highest and lowest resale prices and the total consideration received. In the event that HRB decides to cancel the treasury shares, the Company will make an announcement on the day the cancellation is made providing details of the number of treasury shares cancelled, the date of the cancellation and the outstanding paid-up capital after the cancellation. In the event that the purchased Handal Shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in other distributions and otherwise are suspended and the purchased Handal Shares shall not be taken into account in calculating the number or percentage or of a class of shares in HRB for any purpose including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for meetings and the result of votes on resolutions at a meeting. 2.4 Pricing IIn accordance with Paragraph of the Listing Requirements, the Company may only purchase its own shares at a price which is not more than 15% above the weighted average market price for the shares for the past five (5) market days immediately before the purchase. According to Paragraph of the Listing Requirements, the Company may only resell the purchased Handal Shares held as treasury shares at a) a price which is not less than the weighted average market price for the shares for the 5 market days immediately before the resale; or b) a discounted price of not more than 5% to the weighted average market price for the shares for the 5 market days immediately before the resale provided that the resale takes place not earlier than 30 days from the date of purchase and the resale price is not less than the cost of purchase of the shares being resold. 13

20 2.5 Risk Factors The Proposed Share Buy-Back, if implemented, will reduce the financial resources and working capital of the Group and may result in the Group foregoing other investment opportunities that may emerge in the future and may also reduce the amount of financial resources available for distribution in the form of dividends to the shareholders of HRB. On the other hand, the disadvantage is mitigated by the prospect that the financial resources of the Group may recover or increase upon reselling of the treasury shares. The Board of Directors, in exercising any decision on the Proposed Share Buy-Back, will be mindful of the interests of the Company and its shareholders. 2.6 Reason and Potential advantages and disadvantages of the Proposed Share Buy-Back The Proposed Share Buy-Back, if exercised is expected to potentially benefit the Company and its shareholders as follows: (a) (b) (c) The company may be able to stabilize the supply and demand of the Handal Shares in the open market and hence support its fundamental values; where the Handal Shares are bought back and retained as treasury shares, these treasury shares can be distributed as dividends in future to reward shareholders or to be disposed at a higher share price, thereby making an exceptional gain for the Company; Where the Handal Shares are cancelled, the shareholders of the Company may enjoy an increase in the value of their investment in the Company due to the increase in the net EPS as a result of reduction in the issued and paid up share capital of the Company upon cancellation of the shares. The Proposed Share Buy-Back is not expected to cause any potential material disadvantage to the Company or its shareholders as any share buy-back exercise will be undertaken only after in-depth consideration of the financial resources of HRB and of the resultant impact on its shareholders. 2.7 Financial Effects of the Proposed Share Buy-Back On the assumption that the Proposed Share Buy-Back is carried out in full, the effects of the Proposed Share Buy-Back on the share capital, net assets, working capital, earnings, and dividends of HRB are set out below: Share capital The effect of the Proposed Share Buy-Back on HRB s Share Capital will depend on whether the Handal Shares purchased are cancelled or retained as treasury shares. If all the Handal Shares purchased are retained as treasury shares, resold or distributed to the shareholders of HRB, there will be no effect on the issued and paid-up share capital of HRB. However, if Handal Shares so purchased are cancelled, it will result in the reduction in HRB s issued and paid-up share capital. 14

21 The effect of the Proposed Share Buy-Back on the issued and paid-up share capital as at 31 March 2017 assuming the Handal Shares so purchased are cancelled is illustrated below: No. of Handal Shares Existing issued and paid-up share capital as at 31 March ,000,000 Less: Assuming 10% of issued and paid-up share capital of HRB are purchased pursuant to Proposed Share Buy-Back (16,000,000) Resultant issued and paid-up share capital in the event that all Handal Shares purchased under the Proposed Share Buy-Back are cancelled 144,000, Earnings Depending on the number of Handal Shares purchased and the purchase prices of the shares, the Proposed Share Buy-Back may increase the EPS of the Group. Similarly, on the assumption that the Handal Shares so purchased are treated as treasury shares, the extent of the effect of the earnings of the Group will depend on the actual selling price, the number of treasury shares resold and the effective gain or interest saving arising thereon Net Assets The effect of the Proposed Share Buy-Back on the Net Assets per share of the Group is dependent on the number of Handal Shares which the Company buys back, the purchase price of the Handal Shares at the time of purchase and the treatment of the Handal Shares so purchased. The Proposed Share Buy-Back is likely to reduce the net asset per share of the Group if the purchase price exceeds the audited net assets per share of the Group at the time of purchase, and will increase the net asset per share of the Group if the purchase price is less than the audited net asset per share of the Group at the time of purchase Working Capital The Proposed Share Buy-Back will reduce the working capital of the Group, the quantum of which depends on, amongst others, the number of Handal Shares eventually purchased and the purchase price of Handal Shares. The cash flows of the Group will be reduced relatively to the number of Handal Shares eventually purchased and the purchase price of the shares. Upon resale of the treasury shares, the working capital and cash flows of the Group will increase. Again, the quantum of the increase in the working capital and cash flow will depend on the actual selling price of treasury shares and the number of treasury shares resold Dividends Assuming the Proposed Share Buy-Back is implemented in full and the dividend quantum is maintained at historical levels, the Proposed Share Buy-Back will have the effect of increasing the dividend rate of HRB as a result of the reduction in the issued and paid up share capital of the Company.. 15

22 2.8 Directors and Substantial Shareholders Shareholdings Save for the proportionate increase in the percentage of shareholdings and/or voting rights of shareholders of the Company as a result of the Proposed Share Buy-Back, none of the Directors and substantial shareholders of the Company and persons connected with them have any interest, direct or indirect, in the Proposed Share Buy-Back if any, and in the resale of treasury shares. The effect of the Proposed Share Buy-Back on the shareholdings of the Directors and substantial shareholders of the Company, as at 31 March 2017, assuming the Proposed Share Buy-Back is carried out in full by the Company, are illustrated as follows:- Before the Proposed Share Buy-Back After the Proposed Share Buy-Back# Directors and Direct % Indirect % Direct % Indirect % Substantial Shareholders Dato Mohsin (1) 25,288, (2) 7,552, (1) 25,288, (2) 7,552, Abdul Halim Zahari Bin 15,345, ,345, Hamzah Mallek Rizal (2) 7,552, (1) 25,288, (2) 7,552, (1) 25,288, Bin Mohsin Joel Emanuel 10,292, ,292, Heaney Lokman 134, , Razani Bin Abdul Razak Maybank 7,995, ,995, Nominees (Tempatan) Sdn. Bhd. HSBC 7,985, ,985, Nominees (Asing) Sdn. Bhd. # Based on the voting shares of the Company after adjusting for treasury shares. Notes : - (1) Deemed interested by virtue of his relationship with Mallek Rizal Bin Mohsin, his son. - (2) Deemed interested by virtue of his relationship with Dato Mohsin Abdul Halim, his father. 2.9 Public Shareholding Spread The public shareholding spread of HRB as at 31 March 2017 [being the last practicable date prior to printing of this Circular] was 53.08%. In implementing the Proposed Share Buy-Back, the Company will ensure that a minimum public shareholding spread of 25% is maintained. 16

23 2.10 Implication Relating to the Malaysian Code on Take Over and Mergers, 2010 ( Code ) Pursuant to the Code, a person and/or the persons acting in concert will be obliged to make a mandatory general offer for the remaining shares of the Company not already owned by the person/them if: (a) (b) The person and/or the persons acting in concert hold less than 33% of the voting shares of the Company and has inadvertently increased his/their shareholdings beyond 33%; or The person and/or the persons acting in concert hold more than 33% but less than 50% of the voting shares of the Company and have inadvertently increased his/their shareholdings by 2% or more in any six (6) months period. Each of the Directors and substantial shareholders of the Company as mentioned in section 2.8 above presently has direct and indirect equity interest of below 33% of the voting shares of the Company. Notwithstanding the above, such person and the persons acting in concert may make an application to the Securities Commission for an exemption from a mandatory general offer under Practice Note 9 of the Code. In the event the proposed waiver is not granted, the Company will only proceed with the Proposed Share Buy-Back to the extent that it will not contravene the limit as provided under the Code Historical Share Price The table sets out the monthly highest and lowest prices of Handal Shares as transacted on Bursa Malaysia for the past twelve (12) months ended 31 March 2017 are as follows: 2016 High (RM) Low (RM) April May June July August September October November December January February March The last transacted market share price on 31 March 2017, being the closing price of Handal Shares at the latest practicable date prior to printing of this Circular was RM

24 2.12 Purchase, resale and Cancellation of Handal Shares made in the preceding 12 Months As at 31 March 2017, the Company has purchased a total of 310,200 of its own Shares and retained as Treasury Shares. The Company has not resold or cancelled any of the Treasury Shares in the preceding twelve (12) months. Date No. of Shares Purchased and retained as treasury shares Lowest Price (RM) Highest Price (RM) Average Cost Price (RM) Total Consideration (RM) 20 December , , January , , CONDITION PRECEDENT TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AUTHORITY FOR PURCHASE OF OWN ORDINARY SHARES The Proposed Share Buy-Back is conditional upon the approval of the shareholders of the Company being obtained at the forthcoming AGM to be convened. 4. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or substantial shareholders of the Company and/or persons connected to them has any interest direct or indirect, in the Proposed Share Buy-Back Authority or the resale of the Treasury Shares (if any). 5. DIRECTORS RECOMMENDATION The Board of Directors of HRB, having taken into consideration all aspects of the Proposed Share Buy-Back, is of the opinion that the Proposed Share Buy-Back is in the best interest of the Company and its shareholders. Accordingly, the Board of Directors recommends that shareholders vote in favour of the ordinary resolution pertaining to the Proposed Share Buy Back to be tabled at the forthcoming AGM. 6. ANNUAL GENERAL MEETING The ordinary resolution to vote on the Proposed Share Buy-back has been incorporated in the Notice of AGM in HRB s 2016 Annual Report. The AGM will be held at Lot PT 7358, Kawasan Perindustrian Teluk Kalong, Mukim Teluk Kalong, Kemaman, Terengganu Darul Iman on Thursday, 25 May 2017 at a.m. If you are unable to attend and vote in person at the AGM, you should complete and return the Form of Proxy enclosed in the 2016 Annual Report to the Share Registrar of the Company at Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. The completion and lodgment 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.. 7. FURTHER INFORMATION Shareholders are advised to refer to the Appendix I for further information. Yours faithfully For and on behalf of the Board of Directors of HANDAL RESOURCES BERHAD Dato Mohsin Abdul Halim Executive Chairman 18

25 APPENDIX I FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been reviewed and approved by the Directors of HRB, and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after having made all reasonable inquiries, and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which could make any statement herein false or misleading. 2. MATERIAL CONTRACTS Neither HRB nor its subsidiaries have entered into any material contracts during the two (2) years preceding the date of this Circular other than contracts entered into in the ordinary course of business. 3. MATERIAL LITIGATION, CLAIMS AND ARBITRATION Neither HRB nor its subsidiaries are engaged in any material litigation, claims and arbitration either as plaintiff or defendant and the Directors of HRB do not have any knowledge of any proceedings pending or threatened against HRB nor its subsidiaries or of any other facts likely to give rise to any proceedings which may materially affect the position or business of HRB and its subsidiaries. 4. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered office of HRB following the publication of this Circular during normal business hours from Mondays to Fridays (except public holidays) for a period from the date of this Circular to the date of the forthcoming AGM: - (i) (ii) Constitution of HRB; and Audited consolidated financial statements of HRB for the two (2) financial years ended 31 December 2015 and 31 December

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