BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. The sections pertaining to the Proposed Share Buy-Back (as defined herein) are prescribed as exempt documents pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) and do not require the perusal of Bursa Securities prior to issuance. Accordingly, Bursa Securities has not perused the sections pertaining to the Proposed Amendments and Proposed Share Buy-Back prior to the issuance of this Circular. 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. BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED AUTHORITY FOR THE COMPANY TO BUY BACK ITS OWN SHARES ( PROPOSED SHARE BUY-BACK ) The above proposal will be tabled as Special Business at the Company s Twenty Seventh Annual General Meeting which is to be held at Redang Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur, on Friday, 13 February 2015 at 9.00 a.m. The Notice of the Twenty Seventh Annual General Meeting together with the Form of Proxy is enclosed together with the Annual Report 2014 of the Company. As a shareholder you can appoint a proxy or proxies to attend and vote on your behalf. You must complete and deposit the Form of Proxy at the Registered Office of the Company at B Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur not later than forty-eight (48) hours before the time set for holding the meeting or any adjournment(s) thereof. 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 : Wednesday, 11 February 2015 at 9.00 a.m. Date and time of AGM : Friday, 13 February 2015 at 9.00 a.m. This Circular is dated 21 January 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions apply throughout this Circular and the accompanying appendix: Act AGM Board Bright or Company Bright Group or Group Bright Shares or Shares Bursa Securities : Companies Act, 1965 and includes any amendment made thereto from time to time : Annual general meeting : Our Board of Directors : Bright Packaging Industry Berhad ( W) : Collectively, our Company and subsidiaries : Ordinary shares of RM0.50 each in our Company : Bursa Malaysia Securities Berhad ( W) Circular : This circular to our shareholders dated 21 January 2015 Directors EPS FYE LAT Listing Requirements LPD M&A MGO NA PAT Prevailing Laws : Our Directors : Earnings per Share : Financial year ended/ending : Loss after tax : Main Market Listing Requirements of Bursa Securities : 31 December 2014, being the latest practicable date prior to the printing of this Circular : Memorandum and Articles of Association : Mandatory general offer : Net assets : Profit after tax : Section 67A of the Act, Listing Requirements and any other laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities governing the Proposed Share Buy-Back i

3 DEFINITIONS (CONT D) Proposed Share Buy-Back Record of Depositors RM and sen Stockbrokers WAMP : Proposed authority for our Company to buy back our own Shares up to ten percent (10%) of our issued and paid-up share capital pursuant to Section 67A of the Act : A record of depositors provided by Bursa Malaysia Depository Sdn. Bhd. : Ringgit Malaysia and sen respectively : Participating organisations of Bursa Securities : Weighted average market price All references to our Company in this Circular are to Bright, references to our Group are to our Company and our subsidiaries. All references to we, us, our and ourselves are to our Company, or where the context requires, our Group. All references to you in this Circular are references of the shareholder of our Company. Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK ii

4 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS CONTAINING: PAGE 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK RATIONALE FOR THE PROPOSED SHARE BUY-BACK EFFECTS OF THE PROPOSED SHARE BUY-BACK APPROVALS REQUIRED HISTORICAL SHARE PRICES INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION... 9 APPENDIX I FURTHER INFORMATION APPENDIX II EXTRACTION OF AGM NOTICE iii

5 BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Act) Registered office: B Level 11 Megan Avenue II Jalan Yap Kwan Seng Kuala Lumpur 21 January 2015 Board of Directors YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee (Independent Non-Executive Chairman) Nik Mustapha Bin Muhamad (Executive Deputy Chairman) Yap Kok Eng (Executive Director) Yeong Siew Lee (Independent Non-Executive Director) Lye Jun Fei (Independent Non-Executive Director) Tee Wee Keat (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, BRIGHT PACKAGING INDUSTRY BERHAD PROPOSED SHARE BUY-BACK 1. INTRODUCTION On 20 January 2015, our Board announced that our Company proposes to undertake the Proposed Share Buy-Back and to seek our shareholders approval for the Proposed Share Buy-Back at the forthcoming AGM to be convened. Further details on the Proposed Share Buy-Back are set out in the ensuing sections. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSED SHARE BUY-BACK, TO SET OUT OUR BOARD S RECOMMENDATION ON THE PROPOSAL AND TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT OUR FORTHCOMING AGM. YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT OUR FORTHCOMING AGM. 1

6 2. DETAILS OF THE PROPOSED SHARE BUY-BACK Proposed Share Buy-Back The Proposed Share Buy-Back entails the authority for our Company to purchase up to ten percent (10%) of our issued and paid-up share capital from the open market on Bursa Securities through Stockbrokers to be appointed at a later date. The details of the Proposed Share Buy-Back are as follows: 2.1 Effective period The Proposed Share Buy-Back, once approved by our shareholders, shall remain in force until: (i) (ii) (iii) the conclusion of the next AGM of our Company at which time such authority shall lapse unless by ordinary resolution passed at that AGM, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM of our Company is required by law to be held; or revoked or varied by ordinary resolution passed by our shareholders in a general meeting, 2.2 Quantum whichever occurs first. The Proposed Share Buy-Back will allow our Board to exercise the power to purchase our own Shares at any time within the abovementioned period. As at the LPD, our total issued and paid-up share capital is RM71,419,900 divided into 142,839,800 Bright Shares. The Proposed Share Buy-Back will enable us to purchase up to 14,283,980 Shares representing ten percent (10%) of our issued and paid-up share capital. The Shares will be purchased from the open market on Bursa Securities through Stockbrokers to be appointed at a later date. The actual number of Shares to be purchased and the timing of the purchase will depend on, inter alia, market conditions, the availability of the retained earnings and/or share premium reserves of our Company and financial resources. Pursuant to Paragraph 8.02 (1) of the Listing Requirements, our Company must have at least 25% of our total listed Shares (excluding treasury shares) in the hands of public shareholders. As at the LPD, the Record of Depositors of our Company showed that 17,654,073 Shares representing 40.79% of our issued and paid-up share capital being held by the public shareholders. Our Board is mindful of the compliance with the above requirement and will take into consideration when making any purchase of our Shares pursuant to the Proposed Share Buy-Back. 2.3 Source of funds The funding for the Proposed Share Buy-Back will be from internally generated funds and/or borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of the internally generated fund and bank borrowings at the time of purchase. In the event that our Company decides to utilise bank borrowings to fund the Proposed Share Buy-Back, our Board will ensure that our Company has sufficient financial capability to repay the bank borrowings and that the bank borrowings will not have a material impact on our cash flow. 2

7 Pursuant to Paragraph (1) of the Listing Requirements, any purchase of our Shares pursuant to the Proposed Share Buy-Back must be made wholly from the retained earnings and/or share premium reserves of our Company. Our Board will ensure that the maximum funds to be utilised for the purchase of our Shares shall not exceed the total retained earnings and/or share premium of our Company, if any, at the time of purchase. Based on our latest audited statement of financial position as at 31 August 2014, our Company have RM21,504,110 retained earnings and our share premium stood at RM9,664, Purchase price Our Company may only purchase our own Shares on Bursa Securities at a price which is not more than 15% above the WAMP of our Shares for the five (5) market days immediately before the purchase. 2.5 Status and treatment of our Shares so purchased Pursuant to Section 67A of the Act, our Board may deal with the purchased Shares in the following manner: (i) (ii) (iii) (iv) cancel all or part of our Shares so purchased; retain all or part of our Shares so purchased as treasury shares; distribute the treasury shares as share dividends to our shareholders for the time being and/or resell the treasury shares on Bursa Securities; and/or any combination of the above. In the event that the purchased Shares are held as treasury shares, the rights attached to them as to voting, dividends and participation in any other distribution and otherwise suspended and the treasury shares shall not be taken into account in calculating the number or percentage of Shares or of a class of shares in our Company for any purpose including the determination of substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for meetings and the result of a vote on resolution(s) at meetings. As at the LPD, our Board has yet to make a decision with regard to the treatment of any Share may be purchased pursuant to the Proposed Share Buy-Back. Our Board will take into consideration the effects of such treatment to our Group in arriving at our decision. In addition, an immediate announcement will be made to Bursa Securities upon each purchase, cancellation and/or resale of Shares pursuant to the Proposed Share Buy-Back. 2.6 Pricing for resale When our Company decides to resell all or part of the treasury shares on Bursa Securities, our Company may only do so at a price which is: (i) (ii) not less than the WAMP of our Shares for the five (5) market days immediately before the resale; or not more than five percent (5%) discount to the WAMP of our Shares for the five (5) market days immediately before the resale provided that: 3

8 (a) (b) the resale takes place not earlier than thirty (30) days from the date of purchase; and the resale price is not less than the cost of purchase of the Shares being resold. 2.7 Potential advantages and disadvantages The Proposed Share Buy-Back, if implemented, is expected to have the following potential advantages to our Company and shareholders: Our Company (i) As at 31 August 2014, cash and cash balances of our Company stood at approximately RM30.78 million. The Proposed Share Buy- Back will allow our Company to utilise such surplus financial resources more efficiently; and Our shareholders (i) To provide our Board with the flexibility to stabilise the supply and demand of our Shares traded on Bursa Securities and therefore, reduce the volatility of our Share price and the risk of investing in our Shares to our shareholders; (ii) To provide our Board with an option to resell any Share so purchased and retained as treasury share at a price higher than its purchase price in order to realise capital gains for our Company through the resale. Such proceeds may be subsequently used for working capital and/or distributed as dividends to our shareholders. (ii) To reward our shareholders should any Share so purchased is retained as treasury share and distributed as share dividend to our shareholders; and (iii) If any Share so purchased is cancelled and all things being equal, our EPS will be enhanced (1) and our shareholders are expected to share a greater portion of our Group s earnings. Note: (1) The effects of the Proposed Share Buy-Back on the EPS of the Group are set out in Section 4.5 of this Circular. The Proposed Share Buy-Back, if implemented, may have the following potential disadvantages to our Company and shareholders: Our Company As any purchase of our Shares will reduce our financial resources, it may result in our Company foregoing better investment opportunities that may emerge in the future, or deprive our interest income that can be derived from the funds utilised for any purchase of our Shares. However, such decrease in our financial resources may be temporary since our Shares purchased may be subsequently resold. Our shareholders As any purchase of our Shares can only be made out of the retained earnings and/or share premium reserves of our Company, the amount available from these accounts for distribution of dividends to our shareholders may decrease accordingly. Notwithstanding the above, our Board is of the view that the Proposed Share Buy-Back is not expected to have any potential material disadvantage to our Company as well as shareholders. The Proposed Share Buy-Back will be implemented only after cautious 4

9 consideration of the financial resources of our Company and the potential impacts on our Company and shareholders. 2.8 Implication of the Code As set out in Section 4.2 of this Circular, the major shareholder hold approximately 32.98% of the voting Shares of our Company as at the LPD. Assuming ten percent (10%) of our issued and paid up share capital are purchased from shareholders other than the major shareholder pursuant to the Proposed Share Buy-Back, the shareholdings of the major shareholder will increase from 32.98% to 36.64% upon completion of such purchases and therefore, it will trigger the obligation for the Parties Acting in Concert to undertake a MGO pursuant to the Code. Our Board does not intend to cause any shareholder to trigger the obligation to undertake a MGO under the Code pursuant to the Proposed Share Buy-Back. As such, our Board will be mindful of the above implications of the Code when making any purchase of our own Shares pursuant to the Proposed Share Buy-Back. 2.9 Previous purchase of Share, resale and/or cancellation of treasury share The Company had purchased 100 units of its own shares on 12 June RATIONALE FOR THE PROPOSED SHARE BUY-BACK Proposed Share Buy-Back The rationale for the Proposed Shares Buy-Back is set out in Section 2.7 of this Circular (in the section pertaining to the potential advantages of the Proposed Share Buy-Back to our Company and shareholders). 4. EFFECTS OF THE PROPOSED SHARE BUY-BACK The pro-forma effects of the Proposed Share Buy-Back on our Company and/or Group are as follows: 4.1 Share capital The pro-forma effects of the Proposed Par Value Reduction and Proposed Share Buy-Back on our issued and paid-up share capital are set out as follows: Par value (RM) No. of Shares ( 000) RM 000 As at the LPD ,840 71,420 To be cancelled pursuant to the Proposed Share Buy-Back (1) - (14,284) (7,142) After the Proposed Share Buy-Back ,556 64,278 Note: (1) Assuming ten percent (10%) of our issued and paid-up share capital that may be purchased pursuant to the Proposed Share Buy-Back are cancelled. If the Shares so purchased are held as treasury shares, resold or distributed, the Proposed Share Buy-Back will not have any effect on our issued and paid-up share capital. 5

10 4.2 Substantial shareholders and Directors shareholdings The effects of the Proposed Share Buy-Back on our substantial shareholders and Directors shareholdings, assuming ten percent (10%) of our issued and paid-up share capital are purchased from shareholders other than our substantial shareholders and Directors pursuant to the Proposed Share Buy-Back, are as follows: Name As at the LPD After the Proposed Share Buy-Back Direct Indirect Direct Indirect No. of Shares ( 000) % No. of Shares ( 000) % No. of Shares ( 000) % No. of Shares ( 000) % Wong SK Holdings Sdn Bhd. (1) 47, , Dato Wong Shee Kai (1) , , Teh Sew Wan (1) , , YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee (2) Nik Mustapha Bin Muhamad (2) Yap Kok Eng (2) Yeong Siew Lee (2) Lye Jun Fei (2) Tee Wee Keat (2) Notes : (1) Our substantial shareholders. (2) Our Directors. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 6

11 4.3 NA per Share and gearing The effect of the Proposed Share Buy-Back on the NA per Share of our Group will depend on, inter alia, the number of Shares so purchased, the purchase price of such Shares, the effective funding cost to finance such purchase (if any), or any loss in interest income and the treatment of the Shares so purchased. If the shares so purchased are retained as treasury shares or subsequently cancelled, the Proposed Share Buy-Back will cause the NA per Share of our Group to reduce in the event the purchase price of such Shares exceeds the NA per Share of our Group at the time of purchase, and vice versa. In the event the treasury shares are resold through Bursa Securities for a profit, the NA per Share of our Group will increase accordingly. If the treasury shares are distributed as share dividends, the NA per Share of our Company will decrease by the cost of the treasury shares. As at the LPD, our Board has yet to make a decision with regard to the treatment of any Share may be purchased pursuant to the Proposed Share Buy-Back. As at 31 August 2014, our Group did not have any outstanding borrowing. The effects of the Proposed Share Buy-Back on the gearing of our Group will depend on the amount of borrowings utilised to fund the purchase of our Shares. Any borrowing utilised to fund such purchase will increase the gearing of our Group. 4.4 Working capital 4.5 EPS The Proposed Share Buy-Back, as and when implemented, will reduce the cash and cash balances as well as working capital of our Group, the quantum of which will depend on, inter alia, the number of Shares so purchased and the purchase price for such Shares. For any Share so purchased which is kept as treasury share, upon resale, the working capital of the Group will increase upon the receipt of the proceeds of the resale. The quantum of the increase in the working capital will depend on the actual selling price of the treasury shares and the number of treasury shares sold. The effects of the Proposed Share Buy-Back on the EPS of our Group will depend on, inter alia, the number of Shares so purchased, the purchase price of such Shares, the effective funding cost to our Group to finance the purchase (if any), any loss in interest income to our Group or the opportunity cost in relation to other investment opportunities and the proposed treatment of the Shares so purchased. If the Shares so purchased are held as treasury shares and subsequently resold, the extent of the effects on the EPS of our Group will depend on the number of treasury shares resold, the actual selling price of such treasury shares and the effective gain arising from the purchase (if any). If the Shares so purchased are retained as treasury shares or subsequently cancelled, the number of Shares applied in the computation of our EPS will be reduced accordingly, and the Proposed Share Buy-Back will have a positive impact on the EPS of our Group, provided that the income forgone and the interest expense incurred (if any) on such purchase are less than the EPS prior to such purchase. 4.6 Dividend The Proposed Share Buy-Back may have an impact on our Company s dividend payment, if any, as it may reduce the cash available which may otherwise be used for dividend payments. However, the decision of the Board to declare and pay dividends in the future would depend on the financial performance, cash flow position and financing requirements of our Group. 7

12 However, our Board will have the option of distributing the treasury shares as share dividends to our shareholders. 4.7 Market price of our Shares Any purchase of our Shares in the future pursuant to the Proposed Share Buy-Back may have a positive impact on our share price, the quantum of which will depend on, inter alia, the number of Shares so purchased, investors sentiment, timeframe and execution of orders on the open market. As at the LPD, our share price closed at RM The number of Shares held by our shareholders will remain unchanged pursuant to the Proposal as there will be no adjustment to the number of Shares upon implementation of the Proposal. 4.8 Convertible securities As at the LPD, our Company has 57,713,200 outstanding Warrants and 21,425,900 Options. 5. APPROVALS REQUIRED The Proposal is subject to and conditional upon approvals being obtained from the following: (i) (ii) our shareholders at an AGM to be convened for the Proposal; any other relevant authority, if required. The Proposal is not conditional upon any other corporate proposals undertaken or to be undertaken by our Company, if any. 6. HISTORICAL SHARE PRICES The monthly highest and lowest prices of our Shares as traded on Bursa Securities for the past twelve (12) months are as follows: 2014 January February March April May Highest (RM) Lowest (RM) June July August September October November December The last transacted market price of our Shares immediately prior to the announcements of the Proposals on 20 January 2015 was RM The last transacted market price of our Shares on the LPD was RM

13 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM Save for the inadvertent increase in percentage shareholdings and/or voting rights of the major shareholder as a result of the Proposed Share Buy-Back disclosed in Section 4.2 above, none of the Directors and major shareholders and persons connected with the Directors and/or major shareholders have any interest, direct or indirect, in the Proposed Share Buy-Back. 8. DIRECTORS RECOMMENDATION The Board having considered all aspects of the Proposed Share Buy-Back, is of the opinion that the Proposed Shares Buy-Back is in the best interest of the Company and its shareholders. Accordingly, the Board recommends that you vote in favour of the ordinary resolution in respect of the Proposed Share Buy-Back to be tabled at the forthcoming AGM. 9. AGM The Notice convening the Twenty Seventh AGM that contains the Ordinary Resolution pertaining to the Proposed Share Buy-Back, an extract of which is attached as Appendix II in this Circular, has been incorporated into the Company s Annual Report 2014 which is being circulated to you together with this Circular. The Twenty Seventh AGM will be held at Redang Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Friday, 13 February 2015 at 9.00 a.m. or any adjournment thereof, for the purpose of considering and if thought fit, passing the Ordinary Resolution pertaining to the Proposed Share Buy-Back. You will also find enclosed in the 2014 Annual Report of the Company, a Form of Proxy which you are requested to lodge at our Registered Office at B Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur by Wednesday, 11 February 2015 at 9.00a.m. should you wish to appoint a proxy to attend and vote for and on your behalf, at the Twenty Seventh AGM or at any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the Twenty Seventh AGM should you subsequently wish to do so. 10. FURTHER INFORMATION You are requested to refer to the attached Appendix for further information. Yours faithfully, For and on behalf of the Board BRIGHT PACKAGING INDUSTRY BERHAD Datuk Seri Syed Ali Bin Abbas Alhabshee Chairman 9

14 FURTHER INFORMATION APPENDIX I 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by our Board and all of our Directors, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION, CLAIM OR ARBITRATION On 22 August 2014 the Plaintiff filed a Writ and a Statement of Claim against the Company. The Plaintiff s primary claim against the Company is that there are irregularities in her resignation letter dated 11 March 2014 as a director of the Company and the Directors Statement made in respect of the Financial Statements for the financial year ended 31 August 2013 on the ground that her signature in the said Resignation Letter and the Financial Statements have been forged. The Plaintiff has sought declaratory relief, an order for rectification, general damages, exemplary damages and costs. The Company has filed an Amended Defence and Counter-claim on 3 December 2014 and therein vehemently denies the Plaintiff s allegations and claims which are totally baseless and motivated by bad faith. In the Company s Counter-claim for defamation, the Company has sought the following relief: (a) Special damages in the sum of RM26,425, and continuing; (b) General damages to be assessed; (c) An injunction to restrain the Plaintiff by its servants or agents or otherwise from circulating or further publishing the said defamatory words or any other false statements concerning the Defendant; (d) Exemplary damages; (e) Aggravated damages; (f) Costs on a solicitor client basis; and (g) Such further and/or other relief that the Honourable Court deems fit and just. The matter has been fixed for trial on 24, 25, 26, 29 and 30 June MATERIAL COMMITMENT AND CONTINGENT LIABILITY As at the LPD, our Board is not aware of any material commitment or contingent liability incurred or known to be incurred by our Group, which upon becoming enforceable, may have a material impact on the financial position of our Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at B Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur, during normal business hours from the date of this Circular up to and including the date of our EGM: (i) Our Memorandum and Articles of Association; (ii) The Audited Financial Statements of the Company for the financial year ended 31 August 2013 and

15 EXTRACTION OF NOTICE OF THE TWENTY SEVENTH AGM OF THE COMPANY APPENDIX II As Special Business To consider and if thought fit, to pass the following resolutions, with or without modifications:- 8. PROPOSED AUTHORITY FOR SHARE BUY-BACK THAT subject always to compliance with the Companies Act, 1965 ( Act ), the Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) or any other regulatory authorities and all other applicable rules, regulations, guidelines or approval for the time being in force or as may be amended from time to time, the Directors be and are hereby authorised to make purchases of ordinary shares of RM0.50 each in the Company s issued and paid-up ordinary share capital as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company, provided that: (i) (ii) the aggregate number of ordinary shares which may be purchased and/or held by the Company as treasury shares shall not exceed ten per centum (10%) of the total issued and paid-up ordinary share capital of the Company for the time being; the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained earnings and share premium, if any, of the Company at the time of the said purchase(s); and (iii) the authority conferred by this resolution shall commence immediately upon the passing of this ordinary resolution and shall continue to be in force until: (a) the conclusion of the next Annual General Meeting ( AGM ) of the Company following the general meeting at which such resolution was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next AGM after that date is required by law to be held; or (c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting, whichever is earlier; AND THAT upon completion of the purchase by the Company of its own shares, the Directors be and are hereby authorised to deal with the shares purchased in their absolute discretion in the following manner: (i) (ii) cancel all the shares so purchased; and/or retain the shares so purchased in treasury for distribution as dividend to the shareholders or resell on the market of Bursa Securities; and/or (iii) retain part thereof as treasury shares and cancel the remainder; and in any other manner as prescribed by the Act, rules and regulations made pursuant to the Act and the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force; AND THAT authority be and is hereby given to the Directors and/or anyone of them to complete and do all such acts and things as they may consider necessary or expedient in the best interest of the Company, including executing all such documents as may be required or necessary and with full powers to assent to any modifications, variations and/or amendments as the Directors in their discretion deem fit and expedient to give effect to the aforesaid purchase(s) contemplated and/or authorised by this Ordinary Resolution. 11