TOP GLOVE CORPORATION BHD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THE INFORMATION CIRCULAR AS SET OUT IN PART B OF THIS DOCUMENT IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN IN RESPECT OF THE INFORMATION CIRCULAR. 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 advisers immediately. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused the contents of this Document prior to its issuance as the said contents fall under the category of Exempt Circulars pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. Bursa Securities takes no responsibility for the contents of this Document, 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 Document. TOP GLOVE CORPORATION BHD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965) PART A CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF TOP GLOVE CORPORATION BHD ( TOP GLOVE ) AND NOTICE OF EXTRAORDINARY GENERAL MEETING PART B INFORMATION CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SECONDARY LISTING OF TOP GLOVE ON THE MAIN BOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED BY WAY OF INTRODUCTION Joint Principal Advisers for Part B Hong Leong Investment Bank Berhad (10209-W) (A Participating Organisation of Bursa Malaysia Securities Berhad) CIMB Investment Bank Berhad (18417-M) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of Extraordinary General Meeting ( EGM ) of Top Glove to be held at TG Grand Ballroom 1, Level 9, Top Glove Tower of 16, Persiaran Setia Dagang, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan, Malaysia on 24 June 2016 at a.m., together with the Form of Proxy are enclosed in this Document. As a shareholder, you are entitled to appoint a proxy or proxies to attend and to vote on your behalf. The Form of Proxy must be completed and lodged at the office of the Share Registrar of Top Glove, Securities Services (Holdings) Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan, Malaysia not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last day and time for lodging the Form of Proxy : Wednesday, 22 June 2016 at a.m. Date and time of the EGM : Friday, 24 June 2016 at a.m. This Document is dated 2 June 2016

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Document: Act : Companies Act, 1965 ADA : Authorised depository agent ADM : Authorised direct member BNM : Bank Negara Malaysia Board : Board of Directors Bursa Depository : Bursa Malaysia Depository Sdn Bhd Bursa Securities : Bursa Malaysia Securities Berhad CDP : The Central Depository (Pte) Limited CDS : Central depository system, the system established and operated by Bursa Depository for the handling of securities deposited with Bursa Depository CIMB : CIMB Investment Bank Berhad Document : This circular to shareholders in relation to the Proposed Amendments and information circular to shareholders in relation to the Proposed Secondary Listing, collectively EGM : Extraordinary general meeting Foreign Exchange Rules : Foreign Exchange Administration Policies issued by BNM HLIB : Hong Leong Investment Bank Berhad Joint Principal Advisers : HLIB and CIMB, collectively Listing Requirements : Main Market Listing Requirements of Bursa Securities LPD : 20 May 2016, being the latest practicable date prior to the printing of this Document Market Day : Any day on which Bursa Securities or the SGX-ST (as the case may be) is open for trading in securities Proposed Amendments : Proposed amendments to our Articles of Association Proposed Open Market Disposal : An undertaking by Tan Sri Dr Lim Wee Chai that he will, or will procure that his associates will, within 12 months from the date of completion of the Proposed Secondary Listing, sell at least SGD20.0 million in value of our Shares on the Main Board of the SGX-ST For clarity, associate is as defined in the Mainboard Rules of the SGX-ST, which, in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual), means: (i) his immediate family, namely his spouse, child, adopted child, step-child, sibling or parent; i

3 DEFINITIONS (Cont d) (ii) (iii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more Proposed Secondary Listing : Proposed secondary listing of and quotation for our entire issued and paid-up share capital on the Main Board of the SGX-ST by way of introduction RM and sen : Ringgit Malaysia and sen, respectively SC : Securities Commission Malaysia SGD : Singapore Dollars, the lawful currency of Singapore SGX-ST : Singapore Exchange Securities Trading Limited SICDA : Securities Industry (Central Depositories) Act 1991 Singapore : The Republic of Singapore Top Glove or the Company Top Glove Group or the Group Top Glove Shares or Shares : Top Glove Corporation Bhd : Top Glove and its subsidiaries, collectively : Ordinary shares of RM0.50 each in our Company All references to our Company in this Document are to Top Glove, references to our Group are to our Company and our subsidiaries, collectively, and references to we, us, our and ourselves are to our Company, and save where the context requires, shall include our subsidiaries. All references to you in this Document are to the shareholders of our Company. Words denoting the singular only shall include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations, unless otherwise specified. Any reference to an enactment in this Document is a reference to that enactment as for the time being amended or re-enacted. Any reference to the time of day in this Document is a reference to Malaysian time. Unless otherwise specified, where applicable throughout this Document, the exchange rate of SGD1.00:RM is used, being the middle rate for SGD to RM as published by Bank Negara Malaysia as at the close of business on the LPD. ii

4 TABLE OF CONTENTS PAGE PART A PROPOSED AMENDMENTS TO OUR ARTICLES OF ASSOCIATION 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED AMENDMENTS 2 3. RATIONALE FOR THE PROPOSED AMENDMENTS 2 4. EFFECTS OF THE PROPOSED AMENDMENTS 2 5. APPROVAL REQUIRED 2 6. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 2 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM 2 8. DIRECTORS RECOMMENDATION 3 9. EGM FURTHER INFORMATION 3 PART B PROPOSED SECONDARY LISTING OF OUR COMPANY ON THE MAIN BOARD OF THE SGX-ST BY WAY OF INTRODUCTION 1. INTRODUCTION 4 2. DETAILS OF THE PROPOSED SECONDARY LISTING 5 3. RATIONALE FOR THE PROPOSED SECONDARY LISTING 7 4. RISK FACTORS 8 5. EFFECTS OF THE PROPOSED SECONDARY LISTING APPROVALS REQUIRED CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION TENTATIVE TIME FRAME FOR COMPLETION INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM DIRECTORS STATEMENT FURTHER INFORMATION 12 iii

5 TABLE OF CONTENTS (Cont d) PAGE APPENDICES I DETAILS OF THE PROPOSED AMENDMENTS 13 II MECHANISM FOR TRANSMISSION BETWEEN STOCK EXCHANGES 31 III FURTHER INFORMATION 35 NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED iv

6 PART A PROPOSED AMENDMENTS TO OUR ARTICLES OF ASSOCIATION

7 TOP GLOVE CORPORATION BHD (Company No X) (Incorporated in Malaysia under the Act) Registered Office: Level 21, Top Glove Tower 16, Persiaran Setia Dagang Setia Alam, Seksyen U Shah Alam Selangor Darul Ehsan 2 June 2016 Directors: Tan Sri Dr Lim Wee Chai (Executive Chairman) Tan Sri Dato Seri Utama Arshad bin Ayub (Independent Non-Executive Director) Tan Sri Mohd Sidek bin Haji Hassan (Senior Independent Non-Executive Director) Tan Sri Rainer Althoff (Independent Non-Executive Director) Lee Kim Meow (Managing Director) Puan Sri Tong Siew Bee (Executive Director) Lim Hooi Sin (Executive Director) Lim Cheong Guan (Executive Director) Dato Lim Han Boon (Independent Non-Executive Director) Datuk Noripah binti Kamso (Independent Non-Executive Director) Sharmila Sekarajasekaran (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, PROPOSED AMENDMENTS TO OUR ARTICLES OF ASSOCIATION 1. INTRODUCTION On 14 March 2016, the Joint Principal Advisers had announced, on behalf of our Board, that we proposed to, inter alia, amend our Articles of Association to facilitate the Proposed Secondary Listing. THE PURPOSE OF PART A OF THIS DOCUMENT IS TO PROVIDE YOU WITH DETAILS AND INFORMATION ON THE PROPOSED AMENDMENTS AS WELL AS TO SEEK YOUR APPROVAL FOR THE SPECIAL RESOLUTION IN RELATION TO THE PROPOSED AMENDMENTS TO BE TABLED AT OUR FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED WITH THIS DOCUMENT. WE ADVISE YOU TO READ AND CAREFULLY CONSIDER THE CONTENTS OF PART A OF THIS DOCUMENT TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE SPECIAL RESOLUTION IN RELATION TO THE PROPOSED AMENDMENTS TO BE TABLED AT OUR FORTHCOMING EGM. 1

8 2. DETAILS OF THE PROPOSED AMENDMENTS The Proposed Amendments will entail amendments to our Articles of Association to: (i) (ii) facilitate the Proposed Secondary Listing (as set out in Part B of this Document); and align our Articles of Association to the amendments made/to be made to the Listing Requirements. Kindly refer to Appendix I of this Document for details of the Proposed Amendments. 3. RATIONALE FOR THE PROPOSED AMENDMENTS The Proposed Amendments are necessary in order for our Company to undertake the Proposed Secondary Listing. Our Articles of Association will have to be amended to, amongst others, allow our Shares to be deposited with CDP or its exempt authorised nominee and to allow the transfer of the Shares which are listed and quoted on the SGX-ST and held by CDP s exempt authorised nominee to be in accordance with the rules and regulations of the SGX-ST. Accordingly, the Proposed Secondary Listing is conditional upon your approval being obtained for the Proposed Amendments, but not vice versa. If you do not approve the Proposed Amendments, our Company will not be able to proceed with the Proposed Secondary Listing. In addition, the Proposed Amendments will also allow our Company to align our Articles of Association to the amendments made/to be made to the Listing Requirements. 4. EFFECTS OF THE PROPOSED AMENDMENTS The Proposed Amendments will not have any effect on our issued and paid-up share capital, shareholdings of our substantial shareholders as well as the net assets, gearing, earnings and earnings per share of our Group. 5. APPROVAL REQUIRED The Proposed Amendments are subject to your approval being obtained at our forthcoming EGM. 6. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Amendments and Proposed Secondary Listing, there are no other corporate proposals which have been announced but have yet to be completed as at the LPD. The Proposed Amendments are not conditional upon any other corporate exercise of our Company. 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of our directors and/or major shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Amendments. 2

9 8. DIRECTORS RECOMMENDATION Our Board, having considered all aspects of the Proposed Amendments, including but not limited to the rationale for the Proposed Amendments, is of the opinion that the Proposed Amendments are in the best interest of our Company. Accordingly, our Board recommends that you vote in favour of the special resolution in relation to the Proposed Amendments to be tabled at our forthcoming EGM. 9. EGM Our forthcoming EGM, the notice of which is set out in this Document, will be held at TG Grand Ballroom 1, Level 9, Top Glove Tower of 16, Persiaran Setia Dagang, Setia Alam, Seksyen U13, Shah Alam, Selangor Darul Ehsan, Malaysia on Friday, 24 June 2016 at a.m., or at any adjournment thereof, for the purpose of considering and, if thought fit, passing with or without modification, the resolution to give effect to the Proposed Amendments. If you are unable to attend and vote in person at our forthcoming EGM, you may complete, sign and return the Form of Proxy in accordance with the instructions contained therein, to be deposited at the office of our Share Registrar, Securities Services (Holdings) Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan, Malaysia not less than 48 hours before the time set for our forthcoming EGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at our forthcoming EGM should you subsequently wish to do so. 10. FURTHER INFORMATION You are requested to refer to Part B of this Document and the enclosed appendices for further information. Yours faithfully, For and on behalf of the Board of TOP GLOVE CORPORATION BHD TAN SRI DR LIM WEE CHAI Executive Chairman 3

10 PART B PROPOSED SECONDARY LISTING OF OUR COMPANY ON THE MAIN BOARD OF THE SGX-ST BY WAY OF INTRODUCTION

11 TOP GLOVE CORPORATION BHD (Company No X) (Incorporated in Malaysia under the Act) Registered Office: Level 21, Top Glove Tower 16, Persiaran Setia Dagang Setia Alam, Seksyen U Shah Alam Selangor Darul Ehsan 2 June 2016 Directors: Tan Sri Dr Lim Wee Chai (Executive Chairman) Tan Sri Dato Seri Utama Arshad bin Ayub (Independent Non-Executive Director) Tan Sri Mohd Sidek bin Haji Hassan (Senior Independent Non-Executive Director) Tan Sri Rainer Althoff (Independent Non-Executive Director) Lee Kim Meow (Managing Director) Puan Sri Tong Siew Bee (Executive Director) Lim Hooi Sin (Executive Director) Lim Cheong Guan (Executive Director) Dato Lim Han Boon (Independent Non-Executive Director) Datuk Noripah binti Kamso (Independent Non-Executive Director) Sharmila Sekarajasekaran (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, PROPOSED SECONDARY LISTING OF OUR COMPANY ON THE MAIN BOARD OF THE SGX-ST BY WAY OF INTRODUCTION 1. INTRODUCTION On 14 March 2016, the Joint Principal Advisers had announced, on behalf of our Board, that we proposed to undertake the following: (i) (ii) secondary listing of and quotation for our entire issued and paid-up share capital on the Main Board of the SGX-ST by way of introduction; and amendments to our Articles of Association to facilitate the Proposed Secondary Listing. Subsequently, on 17 May 2016, the Joint Principal Advisers had announced, on behalf of our Board, that the SC had approved the Proposed Secondary Listing via its letter dated on the same date, subject to the secondary listing of and quotation for our entire issued and paid-up share capital on the Main Board of the SGX-ST being fully fungible. 4

12 On 19 May 2016, CIMB Bank Berhad, Singapore Branch and HL Bank, Singapore Branch of Hong Leong Bank Berhad, being the Joint Managers in respect of the Proposed Secondary Listing in Singapore, had submitted, on behalf of our Company, Section B of the Listing Admissions Pack to the SGX-ST for the purpose of obtaining the eligibility-to-list on the Main Board of the SGX-ST. As at the date of this Document, we have not received the eligibility-tolist from the SGX-ST. THE PURPOSE OF PART B OF THIS DOCUMENT IS TO PROVIDE YOU WITH DETAILS AND INFORMATION ON THE PROPOSED SECONDARY LISTING. YOU ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPECT OF THE PROPOSED SECONDARY LISTING. 2. DETAILS OF THE PROPOSED SECONDARY LISTING The Proposed Secondary Listing will entail the secondary listing of and quotation for all our existing Shares, which are listed and quoted on the Main Market of Bursa Securities, on the Main Board of the SGX-ST by way of introduction. For the avoidance of doubt, Bursa Securities will remain as the primary stock exchange on which our Shares are listed. Pursuant to the Proposed Secondary Listing, all our Shares which are listed and quoted on both the Main Market of Bursa Securities and the Main Board of the SGX-ST will be fully fungible. Fungible means shareholders holding our Shares listed and quoted on Bursa Securities, which are deposited in a CDS account maintained with an ADA/ADM, may transmit their Shares for listing and quotation on the SGX-ST by transferring such Shares to CDP s foreign omnibus account, which is maintained with CDP s exempt authorised nominee in Malaysia, and vice versa, subject to the fulfilment of the transmission conditions and criteria of both Bursa Depository and CDP. The Proposed Secondary Listing will not involve any issuance of new Shares by our Company. For the avoidance of doubt, the Proposed Secondary Listing is not subject to your approval. However, our Articles of Association will have to be amended to facilitate the Proposed Secondary Listing. Accordingly, the Proposed Secondary Listing is conditional upon your approval being obtained for the Proposed Amendments, but not vice versa. If you do not approve the Proposed Amendments, our Company will not be able to proceed with the Proposed Secondary Listing. Kindly refer to Part A of this Document for details and information on the Proposed Amendments. An introductory document containing details of the Proposed Secondary Listing will also be registered with the SGX-ST and issued in Singapore prior to the secondary listing of and quotation for all our existing Shares on the Main Board of the SGX-ST. The introductory document will not be issued in Malaysia. As no new Shares will be issued by our Company, to create liquidity and trading activity on the Main Board of the SGX-ST, our Company has on 31 May 2016 procured an undertaking from Tan Sri Dr Lim Wee Chai, our Executive Chairman and major shareholder, that he will, or will procure that his associates will, within 12 months from the date of completion of the Proposed Secondary Listing, sell at least SGD20.0 million in value of our Shares on the Main Board of the SGX-ST. 5

13 2.1 Information on the SGX-ST (Where applicable in this section, the exchange rate of SGD1.00:RM is used, being the middle rate for SGD to RM as published by BNM as at the close of business on 29 April 2016, being the last Market Day of the month) The SGX-ST is a wholly-owned subsidiary of the Singapore Exchange Limited. Singapore Exchange Limited was established on 1 December 1999 following the merger of the Stock Exchange of Singapore Limited, the Singapore International Monetary Exchange Limited and the Securities Clearing and Computer Services (Pte) Limited. As at 29 April 2016, 768 companies are listed on SGX-ST with a total market capitalisation of SGD897.4 billion (equivalent to approximately RM2,607.3 billion) and average daily turnover value (for the month of April 2016) of SGD1,001.8 million (equivalent to approximately RM2,910.6 million). Of the 768 companies listed on the SGX-ST, 284 or 37.0% are foreign companies with a total market capitalisation of SGD422.1 billion (equivalent to approximately RM1,226.4 billion). The average daily turnover value for foreign companies (for the month of April 2016) was SGD268.6 million (equivalent to approximately RM780.4 million). (Source: SGX Monthly Market Statistics April 2016, Singapore Exchange Limited) The SGX-ST is a member of the World Federation of Exchanges and the Asian and Oceanian Stock Exchanges Federation. 2.2 Mechanism for the Proposed Secondary Listing and transmission of our Shares Notwithstanding the Proposed Secondary Listing, the principal register of our shareholders will be maintained in Malaysia. There will not be a branch register in Singapore. All transmission of our Shares between Bursa Depository and CDP for the purposes of trading on Bursa Securities and the SGX-ST respectively will be carried out on a scripless basis. You should note that the transmission of Shares from Bursa Depository to CDP and vice versa will take at least one Market Day to complete. Kindly refer to Appendix II of this Document for a summary of the procedures for transmitting our Shares from Bursa Depository to CDP and vice versa. If you are in any doubt as to the relevant procedures, laws and regulations that are applicable to such transmissions of Shares, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers. You should ensure that your Shares are available in your securities accounts with CDP before you trade in our Shares on the SGX-ST. Upon listing and quotation on the Main Board of the SGX-ST, all Shares that are traded on the SGX-ST will be cleared and settled under the book-entry settlement system of CDP, and all dealings in our Shares on the SGX-ST will be effected in accordance with the terms and conditions for the operation of securities accounts with CDP and the terms and conditions for CDP to act as depository for foreign securities, as amended from time to time. Transactions in our Shares on the SGX-ST under the book-entry settlement system will be reflected by the seller s securities account being debited with the number of Shares sold and the buyer s securities account being credited with the number of Shares acquired. Our Shares that are traded on the SGX-ST will be scripless shares held by CDP s exempt authorised nominee in Malaysia for and on behalf of persons who maintain, either directly or through CDP depository agents, securities accounts with CDP. For the avoidance of doubt, CDP or its nominees, as bare trustees, will not be regarded as having an interest in our Shares in respect of the Shares registered in their respective names. 6

14 Any dealing and/or trading of our Shares on the SGX-ST will be in SGD. For the purpose of trading on the SGX-ST, a board lot of our Shares will comprise 100 Shares. No stamp duty is currently payable for transactions in our Shares on the SGX-ST that are settled on a bookentry basis. 3. RATIONALE FOR THE PROPOSED SECONDARY LISTING The Proposed Secondary Listing is expected to benefit our Group as follows: (i) Enhance investor reach, widen investor base and increase trading liquidity The SGX-ST is the largest stock exchange in the South East Asian region by market capitalisation as at end April 2016 and is supported by the presence of a large number of international institutional investors, global sovereign wealth funds as well as a broadening retail investor segment. By obtaining a secondary listing on the SGX- ST, our Company may be able to attract retail investors in Singapore (both local and foreign retail investors) as well as approach institutional investors with presence in Singapore for strategic investments in our Company. Our Board is of the view that this will enable us to enhance our investor reach and widen our investor base. Singapore is also widely recognised as a global financial hub with foreign companies representing more than 30% of the companies listed on the SGX-ST. Accordingly, investors in Singapore are likely to be familiar with investments in foreign companies given the high level of international representation on the SGX-ST. By providing investors in Singapore (both local and foreign) the opportunity for direct participation in the equity of our Company, the Proposed Secondary Listing is further expected to increase the overall trading liquidity of our Shares. (ii) Tap on additional platform for future fund raising The Proposed Secondary Listing will provide our Company with an additional platform for future fund raising exercises and the flexibility to access different equity markets at different times to raise funds after taking into consideration investors demand as well as the costs of raising equity funding on the respective stock exchanges. Simultaneous access to both Bursa Securities and the SGX-ST will provide our Company with a larger pool of funds to tap into as well as the flexibility to select the most cost effective equity market from which our Company can raise funds for potential mergers and acquisitions and/or our Group s future operational requirements. (iii) Enhance the visibility of our Group s profile The Proposed Secondary Listing is expected to improve our Group s profile by attracting wider research coverage from research houses in Singapore. Such wider research coverage may attract greater interest from financial institutions in Singapore and hence greater visibility among international investors, analysts and media as Singapore is an internationally recognised fund management centre. More importantly, pursuant to the Proposed Secondary Listing, our Company will be the first Malaysian glove-making company to be dual listed on both Bursa Securities and the SGX-ST. This is expected to benefit us by elevating our profile and brand awareness amongst international corporations in Singapore, which is particularly relevant as the export market had contributed substantially to the sales of our Group for the past 3 financial years ended 31 August 2013 to Hence, the Proposed Secondary Listing, which is expected to enhance the visibility of our Group s profile, is expected to contribute positively to our Group s branding which may in turn potentially lead to higher sales and enhanced future performance of our Group. 7

15 4. RISK FACTORS You should carefully consider the risks arising from the Proposed Secondary Listing set out in this section. These risks do not purport to be complete or comprehensive and are not an exhaustive list of risks that you may face as our existing shareholders after the completion of the Proposed Secondary Listing. 4.1 Potential delay or failure of the Proposed Secondary Listing As at the date of this Document, we have not received the eligibility-to-list from the SGX-ST. In the event that there is a delay in our Company obtaining all the necessary approvals or if such approvals are not forthcoming, there may be a delay in or cancellation of the Proposed Secondary Listing. 4.2 No seamless trading platform between Bursa Securities and the SGX-ST There is no seamless trading platform between Bursa Securities and the SGX-ST. Shares traded on the Bursa Securities will be settled by book-entry settlement through the CDS, which will be effected in accordance with the Rules of Bursa Depository and the provisions of the SICDA. Shares traded on the SGX-ST will be settled by book-entry settlement through the CDP, which will be effected in accordance with the terms and conditions for the operation of securities accounts with CDP, as amended from time to time. Therefore, there are two different sets of rules which will govern the trading and settlement of our Shares depending on which stock exchange the Shares are traded on, which may result in our Shares having different market prices and settlement deadlines even when they are traded at the same time on each stock exchange. In addition, there may be a time lag during the transmission of our Shares from one stock exchange to the other. Shareholders whose Shares are listed on Bursa Securities and who wish to trade their Shares on the SGX-ST or vice versa must follow the procedures for the transmission of Shares between Bursa Securities and the SGX-ST to facilitate the trade. This process would involve the transmission of Shares from the shareholder s CDS account, which is maintained with an ADA/ADM, to CDP s foreign omnibus account, which is maintained with CDP s exempt authorised nominee in Malaysia, and vice versa, which may take at least one Market Day. During this period, while the Shares are being transmitted, shareholders seeking to trade their Shares will not be able to take advantage of arbitrage opportunities arising from any difference between the market prices of our Shares on each of Bursa Securities and the SGX-ST. In addition, although the Shares may be transmitted between Bursa Securities and the SGX-ST (subject to the fulfilment of the transmission conditions and criteria) pursuant to the Proposed Secondary Listing, there is no assurance that the respective stock exchanges will not impose restrictions on your ability to transfer your Shares in the future. 8

16 4.3 No guarantee of active or liquid market in Singapore As at the date of this Document, there is no public market for our Shares in Singapore. In the event our Company receives the eligibility-to-list from the SGX-ST and is successfully listed and quoted on the Main Board of the SGX-ST, such listing and quotation does not guarantee that a trading market for our Shares on the SGX-ST will develop or, if such a market does develop, that the market for our Shares will be active and liquid. The market prices of our Shares on Bursa Securities and the SGX-ST may differ significantly due not only to currency fluctuations but also due to differences in market liquidity for the Shares, trading participants and investor bases, exchange trading systems as well as other factors outside of our control. There is no guarantee that the market price of our Shares on the SGX-ST will be equivalent to the market price of our Shares on Bursa Securities. 4.4 Differences in market conditions between stock exchanges Upon completion of the Proposed Secondary Listing, our Shares will be listed and quoted on both Bursa Securities and the SGX-ST. As such, the market prices of our Shares will be affected by general market conditions in Malaysia in addition to general market conditions in Singapore. There is no assurance that any changes in market conditions on the SGX-ST will not affect the price of our Shares listed and quoted on Bursa Securities and vice versa. In addition, there may be occasions when our Shares may trade on one stock exchange while the other stock exchange is closed for trading. If there are changes in market conditions on the stock exchange which is open for trading which results in movements in the market price of our Shares, shareholders who hold our Shares on the other stock exchange which is closed for trading will not have the opportunity to buy or sell their Shares during such period. 4.5 Exchange rate fluctuations Our Shares will be quoted in RM on Bursa Securities and in SGD on the SGX-ST. Dividends in respect of our Shares, if any, will be declared in RM and converted to SGD for payment in relation to Shares which are listed on the SGX-ST. Fluctuations in the exchange rate between the RM and the SGD will affect, among other things, the value of the dividends to be received in SGD by investors of our Shares in Singapore. In addition, any investor who sells our Shares on Bursa Securities and converts the proceeds arising from the sale of the Shares to a currency other than RM will be subject to fluctuations in exchange rate between the converted currency and RM. Similarly, any investor who sells our Shares on the SGX-ST and converts the proceeds arising from the sale of the Shares to a currency other than SGD will be subject to fluctuations in exchange rate between the converted currency and SGD. 9

17 5. EFFECTS OF THE PROPOSED SECONDARY LISTING 5.1 Share capital and substantial shareholders shareholdings The Proposed Secondary Listing will not have any effect on our issued and paid-up share capital and the shareholdings of our substantial shareholders as no new Shares will be issued pursuant to the Proposed Secondary Listing. However, pursuant to the Proposed Open Market Disposal, the shareholdings of Tan Sri Dr Lim Wee Chai and/or his associates are expected to decrease. The quantum of such reduction cannot be determined at this juncture as it will depend on the number of Shares sold and the prevailing market price of our Shares quoted on the Main Board of the SGX-ST at the point of such sale. For illustration purposes, assuming that such number of Shares amounting to approximately SGD20.0 million (equivalent to approximately RM59.1 million) in value are sold by Tan Sri Dr Lim Wee Chai in the open market on the Main Board of the SGX-ST and no further Shares are acquired by him, the effects of the Proposed Open Market Disposal on the shareholdings of our substantial shareholders, based on our Register of Substantial Shareholders as at the LPD, are as follows: Substantial shareholders As at the LPD After the Proposed Open Market Disposal Direct Indirect Direct Indirect No. of No. of No. of No. of Shares Shares Shares Shares ( 000) (1) % ( 000) (1) % ( 000) (1) % ( 000) (1) % Tan Sri Dr Lim Wee Chai (2) 368, , (5) 357, (2) 103, Puan Sri Tong Siew Bee 18, (3) 453, , (3) 441, Lim Hooi Sin 20, (4) 451, , (4) 440, Lim Jin Feng 10 (4) * 451, * (4) 440, Firstway United Corp 64, , Employees Provident Fund Board 78, , Notes: * Less than 0.01%. (1) Calculated based on 1,252,516,864 Shares (being 1,254,681,264 Shares in issue less 2,164,400 Shares held as treasury shares as at the LPD). (2) Deemed interested through Puan Sri Tong Siew Bee, Mr Lim Hooi Sin, Mr Lim Jin Feng and Firstway United Corp s direct interest in our Company. (3) Deemed interested through Tan Sri Dr Lim Wee Chai, Mr Lim Hooi Sin, Mr Lim Jin Feng and Firstway United Corp s direct interest in our Company. (4) Deemed interested through Tan Sri Dr Lim Wee Chai, Puan Sri Tong Siew Bee and Firstway United Corp s direct interest in our Company. (5) Assuming 11,696,000 Shares are sold on the Main Board of the SGX-ST at SGD1.71 per Share pursuant to the Proposed Open Market Disposal, being the SGD-equivalent of the 5-day volume-weighted average market price of our Shares up to and including the LPD of RM Net assets, gearing, earnings and earnings per share Save for the expenses to be incurred in respect of the Proposed Secondary Listing, the Proposed Secondary Listing is not expected to have any impact on the net assets, net assets per share, gearing, earnings and earnings per share of our Group. 10

18 6. APPROVALS REQUIRED The Proposed Secondary Listing is conditional upon the following being obtained: (i) (ii) (iii) the approval from the SC for the Proposed Secondary Listing, which was obtained via its letter dated 17 May 2016 and is subject to the secondary listing of and quotation for our entire issued and paid-up share capital on the Main Board of the SGX-ST being fully fungible; the eligibility-to-list on the Main Board of the SGX-ST from the SGX-ST; and your approval for the Proposed Amendments. For the avoidance of doubt, the Proposed Secondary Listing is conditional upon your approval being obtained for the Proposed Amendments, but not vice versa. CIMB Bank Berhad, Singapore Branch and HL Bank, Singapore Branch of Hong Leong Bank Berhad, being the Joint Managers in respect of the Proposed Secondary Listing in Singapore, had on 19 May 2016 submitted, on behalf of our Company, Section B of the Listing Admissions Pack to the SGX-ST for the purpose of obtaining the eligibility-to-list on the Main Board of the SGX-ST. As at the date of this Document, we have not received the eligibility-tolist from the SGX-ST. 7. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Amendments and Proposed Secondary Listing, there are no other corporate proposals which have been announced but have yet to be completed as at the LPD. Save for the Proposed Amendments, the Proposed Secondary Listing is not conditional upon any other corporate exercise of our Company. 8. TENTATIVE TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Secondary Listing is expected to be completed by mid The indicative timing of the events is set out below: Indicative timing Event 24 June 2016 EGM End June 2016 (1) Issue of introductory document in Singapore End June 2016 (1) Admission to the Official List of the SGX-ST and secondary listing of and quotation for our entire issued and paid-up share capital on the Main Board of SGX-ST Note: (1) Subject to our Company obtaining the eligibility-to-list from the SGX-ST. 9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of our directors and/or major shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Secondary Listing. 11

19 10. DIRECTORS STATEMENT Our Board, having considered all aspects of the Proposed Secondary Listing, including but not limited to the rationale for as well as the benefits and effects of the Proposed Secondary Listing, is of the opinion that the Proposed Secondary Listing is in the best interest of our Company. 11. FURTHER INFORMATION You are requested to refer to Part A of this Document and the enclosed appendices for further information. Yours faithfully, For and on behalf of the Board of TOP GLOVE CORPORATION BHD TAN SRI DR LIM WEE CHAI Executive Chairman 12

20 APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS The alterations, modifications, variations, additions and/or deletions, wherever necessary, to be made pursuant to the Proposed Amendments are set out below in bold alongside the existing affected Articles: Article no. Existing Articles Proposed Amendments 2 (New definition) Foreign Depository A foreign depository which operates a system for the deposit and custody of Securities or which permits or facilitates the settlement of Securities transactions or dealings in Securities without the physical delivery of scrips. (New definition) Member/members Includes a Depositor who shall be treated as if he was a member pursuant to Section 35 of the Central Depositories Act but excludes the Depository in its capacity as a bare trustee. Foreign Stock Exchange SGX-ST (for so long as the Securities of the Company are listed on the SGX-ST) and/or such other foreign stock exchange on which the Company is listed or approved to be listed. Member/Members Includes a Depositor who shall be treated as if he was a member pursuant to Section 35 of the Central Depositories Act but excludes the Depository or its nominees in its capacity as a bare trustee. (New definition) Omnibus Account A securities account in which ordinary shares of the Company are held in the Company for multiple beneficial owners in one (1) securities account and includes a securities account maintained by an Exempt Authorised Nominee on behalf of a Foreign Depository. (New definition) Relevant Regulations All relevant rules, regulations, guidelines, directives, practice notes, guidance notes passed or issued by any relevant authority for the time being in force applying to or affecting the Company and/or these Articles which shall include where applicable, the Act, the Central Depositories Act, the Listing Requirements, the Rules of the Depository and the legislation, rules, regulations, guidelines, directives, practice notes, guidance notes and other requirements of such other Stock Exchange in respect of which the Securities of the Company are listed or traded or the Foreign Depository, as the case may be. 13

21 APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS (Cont d) Article no. Existing Articles Proposed Amendments 2 (cont d) Rules of the Depository Shall have the meaning given in Section 2 of the Central Depositories Act. (New definition) Stock Exchange The Bursa Securities or any stock exchange on which the Company is listed. Rules or Rules of the Depository Shall have the meaning given in Section 2 of the Central Depositories Act and any modification or amendment thereto for the time being in force. SGX-ST The Singapore Exchange Securities Trading Limited and its successor in title. Stock Exchange The Bursa Securities and if not inconsistent with the subject or context, includes the Foreign Stock Exchange. 3 Subject always to the compliance with the provisions of the Act and the requirements of the Stock Exchange and all other applicable laws, Rules, regulations and guidelines for the time being in force, the Company may, with the sanction of the Members in a general meeting, purchase its own shares upon and subject to such terms and conditions as the Directors may, in their discretion deem fit or necessary, PROVIDED THAT the said purchase does not result in the total aggregate number of shares purchased or held exceeding ten percent (10%) of the issued and paid-up share capital of the Company for the time being and the prior approval of Stock Exchange has been obtained. 4 Where the Company has purchased its own shares the manner as provided in Article 3 above, the Directors may resolve to, if the applicable laws, for the time being if force so allow:- (a) cancel the shares so purchased; or (b) retain the shares so purchased as treasury shares (as defined in the Act); or (c) retain part of the shares so purchased as treasury shares and cancel the remainder; or (d) deal with the shares so purchased in the manner as may from time to time be prescribed and/or allowed by applicable laws, Rules, regulations and guidelines then in force. Subject always to the compliance with the provisions of the Relevant Regulations, the Company may, with the sanction of the Members in a general meeting, purchase its own shares upon and subject to such terms and conditions as the Directors may, in their discretion deem fit or necessary, PROVIDED THAT the said purchase does not result in the total aggregate number of shares purchased or held exceeding ten percent (10%) of the issued and paid-up share capital of the Company for the time being and the prior approval of Stock Exchange has been obtained. Where the Company has purchased its own shares the manner as provided in Article 3 above, the Directors may resolve to, if the applicable laws, for the time being if force so allow:- (a) cancel the shares so purchased; or (b) retain the shares so purchased as treasury shares (as defined in the Act); or (c) retain part of the shares so purchased as treasury shares and cancel the remainder; or (d) deal with the shares so purchased in the manner as may from time to time be prescribed and/or allowed by the Relevant Regulations then in force. 14

22 APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS (Cont d) Article no. Existing Articles Proposed Amendments 5 Where the shares so purchased or any part thereof are retained as treasury shares, the Directors may at any time, subject to the provisions of and in compliance with all applicable laws, Rules, regulations and guidelines for the time being in force:- (a) distribute the treasury shares as dividends to the Members in the manner as may be allowed by applicable law; or (b) re-sell the treasury shares on the market of the Stock Exchange on which the said shares are quoted in accordance with the relevant guidelines, Rules and/or requirements of the Stock Exchange; or (c) deal with the treasury shares in the manner as may from time to time be prescribed and/or allowed by the applicable laws, Rules, regulations and guidelines then in force. 6 While the shares are held as treasury shares, the rights attached to such shares as to voting, dividends and participation in other distribution and otherwise are suspended and the treasury shares shall 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, without limiting the generality of Section 67A(3C) of the Act, the provisions of any law or requirements of the Articles of Association of the Company or the Listing Requirements on substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. Where the shares so purchased or any part thereof are retained as treasury shares, the Directors may at any time, subject to the provisions of and in compliance with the Relevant Regulations:- (a) distribute the treasury shares as dividends to the Members in the manner as may be allowed by applicable law; or (b) re-sell the treasury shares on the market of the Stock Exchange on which the said shares are quoted in accordance with the Relevant Regulations; or (c) deal with the treasury shares in the manner as may from time to time be prescribed and/or allowed by the Relevant Regulations. While the shares are held as treasury shares, the rights attached to such shares as to voting, dividends and participation in other distribution and otherwise are suspended and the treasury shares shall 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, without limiting the generality of Section 67A(3C) of the Act, the provisions of any law or requirements of the Articles of Association of the Company or the Listing Requirements or Relevant Regulations on substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. 15

23 APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS (Cont d) Article no. Existing Articles Proposed Amendments 10 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate General Meeting of the holders of the shares of the class. To every such separate General Meeting the provisions of these Articles relating to the General Meeting shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy onethird of the issued shares of the class and that any holder of shares of the class present in person or proxy may demand a poll. To every such special resolution the provision of Section 152 of the Act shall, with such adaptations as are necessary, apply. 13 Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future, or partial interest in any share or unit of a share (except only as by these Articles or by law otherwise provided) any other rights in respect of any except an absolute rights to the entirety thereof in the registered holder. 15 (a) Subject to the provisions of the Act, the Central Depositories Act, the Listing Requirements and the Rules, the Company shall allot shares and dispatch notices of allotment to the allottees and make an application for the quotation of such securities within the stipulated time frame as may be prescribed by the Bursa Securities. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such special resolution the provision of Section 152 of the Act shall, with such adaptations as are necessary, apply. Except as required by law and as provided under the Relevant Regulations, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share or unit of a share (except only as by these Articles or by law otherwise provided) any other rights in respect of any except an absolute rights to the entirety thereof in the registered holder. (a) Subject to the provisions of the Relevant Regulations, the Company shall allot shares and dispatch notices of allotment to the allottees and make an application for the quotation of such securities within the stipulated time frame as may be prescribed by the relevant Stock Exchange. 16

24 APPENDIX I DETAILS OF THE PROPOSED AMENDMENTS (Cont d) Article no. Existing Articles Proposed Amendments 15 (cont d) (b) Save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, all new issues of shares or securities for which listing is sought shall be made by way of crediting the securities accounts of the allottees with such shares or securities, and for this purpose, the Company shall notify the Depository of the names of the allottees and all such particulars required by the Depository, to enable the Depository to make the appropriate entries in the securities accounts of such allottees. (b) Save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, all new issues of shares or securities for which listing is sought shall be made by way of crediting the securities accounts of the allottees with such shares or securities unless otherwise required by the Relevant Regulations or unless the Stock Exchange permits the holding of physical scrips, and for this purpose, the Company shall notify the Depository or the Foreign Depository (as the case may be) of the names of the allottees and all such particulars required by the Depository or the Foreign Depository (as the case may be), to enable the Depository or the Foreign Depository (as the case may be) to make the appropriate entries in the securities accounts of such allottees. 18 Subject to the provisions of the Act, the Central Depositories Act and the Rules:- (a) The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of single person for all monies presently payable by him or his estate to the Company. (b) The Directors may at any time declare any share to be wholly or in part exempt from the provisions of these Articles. (c) The Company s lien, if any, on a share shall extend to all dividends payable in respect of the share and to such amounts as the Company may be called upon by law to pay in respect of the Member or deceased Member. Unless otherwise agreed, the registration of the transfer of a share shall operate as a waiver of the Company s lien, if any, on such shares. Subject to the provisions of the Relevant Regulations:- (a) The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of single person for all monies presently payable by him or his estate to the Company. (b) The Directors may at any time declare any share to be wholly or in part exempt from the provisions of these Articles. (c) The Company s lien, if any, on a share shall extend to all dividends payable in respect of the share and to such amounts as the Company may be called upon by law to pay in respect of the Member or deceased Member. Unless otherwise agreed, the registration of the transfer of a share shall operate as a waiver of the Company s lien, if any, on such shares. 17