TIEN WAH PRESS HOLDINGS BERHAD (Company No K)

Transcription

1 MINUTES OF THE TWENTY-SECOND ANNUAL GENERAL MEETING OF THE COMPANY HELD AT ATLANTA EAST, LEVEL 3, ARMADA HOTEL, LOT 6, LORONG UTARA C, SECTION 52, PETALING JAYA, SELANGOR DARUL EHSAN ON THURSDAY, 18 MAY 2017 AT 10:30 A.M. PRESENT: DIRECTORS Mr Yen Wen Hwa (Ngan Tzee Manh) (Chairman) Mr Lee Chee Whye Ms Angela Heng Chor Kiang Mr Lee Cheow Fui Mr David Lim Teck Leong ABSENT WITH APOLOGIES Mej Jen Datuk Abdul Kadir bin Nordin (Bersara) IN ATTENDANCE Ms Mieko Choong Company Secretary BY INVITATION Mr Lam Hoi Khong Group Finance Director Mr Andrew Yeo Peng Khoon Group Human Resources Director Mr Ong Liang Win General Manager, Group Finance Mr Terence Chong Commercial Finance Manager Ms Wong Meng Wai Group Financial Manager Mr Siew Kar Foong Group Financial Manager Ms Sharon Leong Secretary Ms Clarissa Yo Secretary Ms Lee Yee Keng Audit Partner, KPMG PLT Mr Chan Kam Chiew Audit Partner, KPMG PLT Ms Lim Lena - Representing Boardroom Corporate Services (KL) Sdn Bhd ( Boardroom ) Ms Janice Yong Representing Boardroom Ms Megan Song Representing Boardroom Ms Lim Wan Yen - Representing Boardroom The list of shareholders and proxies who attended the Meeting are set out in the Attendance Lists attached and shall form an integral part of these Minutes.

2 1. CHAIRMAN The Chairman, Mr Yen Wen Hwa (Ngan Tzee Manh), extended a warm welcome to all members, proxies and invitees present at the Company s Twenty-Second Annual General Meeting ( 22nd AGM ). 2. QUORUM The Company Secretary confirmed that a quorum was present. With the requisite quorum being present, the Meeting was called to order at a.m. The Chairman proceeded to introduce the Board, the Group Finance Director, Mr Lam Hoi Khong and the Company Secretary to the shareholders. He also conveyed the apologies from Mej Jen Datuk Abdul Kadir bin Nordin (Bersara), the Independent Non-Executive Director of the Company, who was unable to attend the meeting because he was not feeling well. The Chairman then requested the Executive Director and Chief Executive Officer of the Company, Mr Lee Chee Whye ( George Lee ), to take the Meeting through the proceedings for and on his behalf. 3. NOTICE With the consent of the members present, the Notice convening the Meeting having been circulated for the prescribed period was taken as read. George Lee then proceeded with the business of the 22nd AGM. 4. SUMMARY OF PROXIES RECEIVED As part of good governance, George Lee informed the members that the Company had received in total of thirty-four (34) proxy forms from the shareholders for a total of Seventy-Nine Million Three Hundred Forty-Eight Thousand Six Hundred and Fifty-Two (79,348,652) only representing of the total number of issued shares of the Company. 5. RIGHTS OF SHAREHOLDERS George Lee informed the shareholders that they are encouraged to participate, speak and vote in this meeting. 2

3 6. POLLING George Lee informed the Meeting that pursuant to Paragraph 8.29A of the Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad ( Bursa Securities ), all resolutions set out in the Notice of the 22nd AGM must be voted by poll. Accordingly, the Chairman demanded for a poll to be taken on all the resolutions set forth in the Notice of the 22nd AGM pursuant to Article 66.1 of the Company s Articles of Association. George Lee also informed that the Company has appointed Tricor Investor & Issuing House Services Sdn. Bhd. as the Poll Administrator to conduct the poll process by way of electronic voting and Boardroom Business Solution Sdn. Bhd. has been appointed as the Scrutineer to verify the poll results. He added that the Meeting shall go through all the motions and the polling process will be conducted upon the conclusion of the deliberations of all items on the Agenda. George Lee then proceeded with the resolutions set out in the Notice of the 22nd AGM. 7. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON George Lee informed the Meeting that the Audited Financial Statements of the Company for the financial year ended 31 December 2016 ( FYE 2016 ) together with the Reports of the Directors and Auditors thereon were meant for discussion only as provision of Section 340 of the Companies Act 2016 (the Act ) does not require a formal approval by the shareholders. At the invitation of George Lee, the Group Finance Director, Mr Lam Hoi Khong, presented the financial performance of the Company for the FYE 2016, five-year financials trend of the Company and its subsidiaries (the Group ) and Group s performance for the first quarter of the financial year ending 31 December George Lee then presented the key challenges and achievement of the Group for the FYE Subsequent to the presentations by Mr Lam Hoi Khong and George Lee, George Lee then invited questions from the floor on the Audited Financial Statements of the Company for the FYE A number of shareholders and proxies made comments and sought clarification on various issues which were succinctly addressed by the Board of Directors. The salient issues raised were as follows:- 3

4 The Company noted the shareholder s proposal to consider implementing a dividend reinvestment plan and shall consider the same if it is feasible. The major customer of the Company is restructuring its businesses to different countries such as Indonesia, Korea and Philippines. However, the said restructuring is not expected to have any significant financial and operational impact on the Company and the Group s business operations as the Company had successfully extended the existing supply contract for another three (3) years until October The property business in Petaling Jaya, Selangor Darul Ehsan, is ongoing and the Management is assessing the projected income stream from the same. However, the Management is unable to furnish a forecast at this juncture in view that the development plans and property products have yet to be finalized. After having addressed all the questions raised, it was recorded that the Audited Financial Statements of the Company for the FYE 2016 had been duly tabled and received by the shareholders. Thereafter, George Lee went through each of the motions set out in the Notice of the Meeting. 8. POLL PROCEDURE After going through all the motions set out in the Notice of the Meeting, the representative from Tricor Investor & Issuing House Services Sdn. Bhd., Ms. Karen Tan, briefed the floor on the polling procedure. The shareholders and proxies present were then given time to cast their votes. George Lee informed that the outcome of the poll would be announced after a short break as it would take some time for the Scrutineer to tabulate the results of the poll. The Meeting was then adjourned at a.m. for the votes to be counted and to enable the Scrutineer to present their report to the Chairman. 9. POLL RESULTS The Meeting resumed at a.m. and after obtaining the report, the representative of the Scrutineer, Ms. Karen Tan, announced the results of the poll as follows:- 4

5 (i) ORDINARY RESOLUTION 1 - FINAL SINGLE-TIER DIVIDEND The results of the poll for the 1 were as follows:- 1 Declaration of a final single-tier dividend of 8.00 sen per ordinary share for the financial year ended 31 December ,347, CARRIED THAT a final single-tier dividend of 8.00 sen per ordinary share in respect of the financial year ended 31 December 2016 be and is hereby approved for payment on 30 June 2017 to shareholders whose names appear in the Record of Depositors at the close of business on 9 June (ii) ORDINARY RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MS ANGELA HENG CHOR KIANG) Pursuant to Article 86.1 of the Articles of Association of the Company, Ms Angela Heng Chor Kiang retired as Director of the Company and being eligible, has offered herself for re-election. The results of the poll for the 2 were as follows:- 2 Re-election of Ms Angela Heng Chor Kiang as Director 82,326, , CARRIED 5

6 THAT the retiring Director, namely Ms Angela Heng Chor Kiang, who retired pursuant to Article 86.1 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. (iii) ORDINARY RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR LEE CHEE WHYE Pursuant to Article 93 of the Articles of Association of the Company, Mr Lee Chee Whye retired as Director of the Company and being eligible, has offered himself for re-election. The results of the poll for the 3 were as follows:- 3 Re-election of Mr Lee Chee Whye as Director 82,326, , CARRIED THAT the retiring Director, namely Mr Lee Chee Whye, who retired pursuant to Article 93 of the Articles of Association of the Company, be and is hereby re-elected as Director of the Company. The Meeting was informed that Mr Lee Cheow Fui ( Mr Tony Lee ), who retired in accordance with Article 86.1 of the Company s Articles of Association, had expressed his intention not to seek for re-election. Hence, he will retire at the conclusion of the 22nd AGM. George Lee, on behalf of the Board, expressed appreciation to Mr Tony Lee for his valuable contribution to the Company during his tenure as a Board Member. The Meeting was also informed that the Companies Act, 1965 has been repealed with the enforcement of the Act on 31 January Pursuant to the Act, there is no requirement for Directors to retire upon attaining the age of seventy (70) years. The Meeting was further informed that the shareholders had at the Twenty- First AGM approved the re-appointment of Mej Jen Datuk Abdul Kadir bin Nordin ( Datuk Kadir ) to hold office until the conclusion of 22nd AGM. 6

7 However, Datuk Kadir had expressed his intention not to seek for reappointment. Hence, he will retire at the conclusion of the 22nd AGM. George Lee, on behalf of the Board, expressed appreciation to Datuk Kadir for his contribution to the Company during his tenure as a Board Member. (iv) ORDINARY RESOLUTION 4 - RE-APPOINTMENT OF AUDITORS The existing Auditors, KPMG PLT (converted from a conventional partnership, KPMG, on 27 December 2016), had retired and had indicated their willingness to continue in office. The results of the poll for the 4 were as follows:- 4 Re-appointment of KPMG PLT as Auditors 82,347, CARRIED THAT the retiring Auditors, KPMG PLT, having signified their consent to act, be and is hereby re-appointed as Auditors of the Company for the ensuing year until the conclusion of the next AGM at a fee to be determined by the Directors. (v) ORDINARY RESOLUTION 5 - DIRECTORS FEES AND BENEFITS PAYABLE FOR THE FYE 2016 The 5 was to approve the increase of Non-Executive Directors Fees up to an aggregate amount of RM255,000 per annum and Benefits Payable up to an aggregate amount of RM5,000 for the Non- Executive Directors in respect of the FYE The results of the poll for the 5 were as follows:- 7

8 5 Approval of the payment of Non- Executive Directors Fees and Benefits Payable to the Non-Executive Directors for the financial year ended 31 December ,347, CARRIED THAT the increase of Non-Executive Directors Fees up to an aggregate amount of RM255,000 per annum and Benefits Payable up to an aggregate amount of RM5,000 for the Non-Executive Directors in respect of the financial year ended 31 December 2016 and the payments thereof be and is hereby approved. (vi) ORDINARY RESOLUTION 6 - DIRECTORS FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2017 AND BENEFITS PAYABLE TO THE NON- EXECUTIVE DIRECTORS FROM 1 JANUARY 2017 UNTIL THE NEXT AGM The 6 was to seek shareholders approval on the Non- Executive Directors Fees up to an aggregate amount of RM300,000 per annum in respect of the financial year ending 31 December 2017 and Benefits Payable up to an aggregate amount of RM150,000 for the Non-Executive Directors from 1 January 2017 until the next AGM of the Company. The results of the poll for the 6 were as follows:- 6 Approval of the payment of Non- Executive Directors Fees for 8 82,326, , CARRIED

9 the financial year ending 31 December 2017 and Benefits Payable to the Non- Executive Directors from 1 January 2017 until the next Annual General Meeting of the Company THAT the Non-Executive Directors Fees up to an aggregate amount of RM300,000 per annum in respect of the financial year ending 31 December 2017 and Benefits Payable up to an aggregate amount of RM150,000 for the Non-Executive Directors from 1 January 2017 until the next AGM of the Company and the payments thereof be and is hereby approved. (vii) ORDINARY RESOLUTION 7 - PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND ADDITIONAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSED SHAREHOLDERS MANDATE ) In view of George Lee being an interested party in the resolution on the Proposed Shareholders Mandate, he invited Mr Tony Lee, an Independent Non-Executive Director of the Company, to take over the Chair to table the motion to the meeting. The results of the poll for the 7 were as follows:- 7 Proposed Renewal of Shareholders Mandate and Additional Mandate for the Recurrent Related Party Transactions of a Revenue or Trading Nature 3,241, , CARRIED 9

10 THAT subject to Paragraph of the MMLR of Bursa Securities, the Group be and are hereby authorised to enter into recurrent related party transactions of a revenue or trading nature as set out in Section 2.3 of the Circular to Shareholders dated 26 April 2017 with the related parties mentioned therein which are necessary for the Group s day-to-day operations and/or in the ordinary course of business of Group on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company and THAT such approval shall continue to be in force until: (i) (ii) the conclusion of the next AGM of the Company following the general meeting at which this shall be passed, at which time it will lapse, unless by a resolution passed at the general meeting, the authority conferred by this resolution is renewed; the expiration of the period within which the next AGM of the Company after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extensions as may be allowed pursuant to Section 340(4) of the Act); or (iii) revoked or varied by resolution passed by the shareholders of the Company at a general meeting, whichever is earlier; THAT in making the disclosure of the aggregate value of the recurrent related party transactions conducted pursuant to the proposed shareholders approval in the Company s annual report, the Company shall provide a breakdown of the aggregate value of recurrent related party transactions made during the financial year, amongst others, based on:- (i) (ii) the type of the recurrent related party transactions made; and the name of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company. AND THAT the Directors of the Company and its subsidiaries be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the transactions as authorised by this Proposed Shareholders Mandate. Mr Tony Lee then handed the Chair back to the Chairman to continue with the Meeting. 10

11 10. CONCLUSION There being no other business to be transacted, the Meeting closed at a.m. with a vote of thanks to the Chair. SIGNED AS A CORRECT RECORD Signed... CHAIRMAN Date: 8 August