THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad 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. LAY HONG BERHAD (Company No: H) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO SECTION A PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS The ordinary resolutions in respect of the above proposals will be tabled at the Thirty-First Annual General Meeting of the Company. Notice of the said Meeting, together with the Form of Proxy, are set out in the Annual Report of the Company for the financial year ended 31 March 2015 despatched with this Circular. The Form of Proxy should be completed and returned in accordance with the instructions therein. Last day and time for lodging the Form of Proxy : 12 September 2015 at am Date Date and and time time of Annual of Annual General Meeting : 14 September 2015 at am to be held at The Ballroom 1, Ground Floor, Premiere Hotel, Bandar Bukit Tinggi 1/KS6, Jalan Langat, Klang, Selangor. This Circular is dated 21 August 2015

2 TABLE OF CONTENTS PAGE DEFINITIONS 1 1. INTRODUCTION 4 2. SECTION A PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS 2.1 Bursa Malaysia Listing Requirements Principal activities of LHB and its subsidiaries Parties to the Proposed Shareholders Mandate Outstanding Amount Due And Owing Under the Recurrent RPTS Directors and Major Shareholders interests Rationale and benefit of the Proposed Mandate Effects of the Proposed Mandate Conditions for the Proposed Mandate Review procedures in relation to RRPT Audit committee statement Directors recommendation APPROVALS REQUIRED ANNUAL GENERAL MEETING 11 APPENDIX 12

3 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular :- "AGM" : Annual General Meeting Audit Committee : The audit committee of Lay Hong Berhad "Board" : Board of Directors of Lay Hong Berhad "Bursa : Bursa Malaysia Securities Berhad "Circular" : Circular to Shareholders dated 21 August 2015 in relation to Proposed Mandate of Shareholders' Mandate for Recurrent Related Party Transactions "LHB " or "the Company" : Lay Hong Berhad "LHB Group" or "Group" : LHB and its subsidiary companies, collectively "Listing Requirements" or LR : The Listing Requirements of the Bursa Malaysia Securities Berhad "Major Shareholder" : A person who has interest in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is : a) equal or more than 10% of the aggregate of the nominal amounts of all the voting shares in the company; or "NA" : Net assets b) equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the company where such person is the largest shareholder of the company. For the purpose for this definition, "interest in shares" shall have the meaning given in Section 6A of the Companies Act,

4 DEFINITIONS (cont d) "Person Connected" : In relation to a Director or major shareholder, means such person who falls under any one of the following categories : a) a member of the Director s or major shareholder s family; b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, major shareholder or a member of the Director s or major shareholder s family is the sole beneficiary; c) a partner of the Director, major shareholder or partner of a person connected with that Director or major shareholder; d) a person who is accustomed or under an obligation, whether formal or informal to act in accordance with the directions, instructions or wishes of the Director or major shareholders, e) a person in accordance with whose directions, instructions or wishes the Director or major shareholders is accustomed or is under an obligation, whether formal or informal, to act; f) a body corporate or its Directors which/who is/are accustomed or under an obligation, whether formal or informal to act in accordance with the directions, instructions or wishes of the Director or major shareholders; g) a body corporate or its Directors whose directions, instructions or wishes the Director or major shareholders is accustomed or under an obligations, whether formal or informal, to act; h) a body corporate in which the Director, major shareholder and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting share in the body corporate; or i) a body corporate which is a related corporation. "Proposed Mandate" : The proposed Shareholders' Mandate "QLRB" : QL Resources Berhad QL Group : QLRB and its subsidiary companies, collectively 2

5 DEFINITIONS (cont d) "Related Party(ies)" : A Director or major shareholder of LHB or persons connected with such Director or major shareholder as defined under Chapter 1 and 10 of the Listing Requirements. "Related Party Transaction : "Related party transaction" is defined in paragraph 10.02(i) of the Listing Requirements as a transaction entered into by the listed issuer or its subsidiaries which involves the interest, direct or indirect, of a Related Party. "Transaction" within the meaning of Related Party Transactions excludes such transactions as set out in paragraph 10.08(11) of the Listing Requirements. "Recurrent Related Party : Recurrent related party transactions undertaken / to Transactions (RRPT) be undertaken by the Company and its subsidiaries in the ordinary course of business and which are necessary for its day-to-day operations. "Shares" : Ordinary shares of RM1.00 each in LHB "Shareholders' Mandate" : A Mandate from the Shareholders of the Company pursuant to Paragraph of the Listing Requirements in relation to Recurrent Related Party Transactions Substantial Shareholder : A person who has interest in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares is not less than five per centum (5%) of the aggregate of the nominal amounts of all the voting shares in the company 3

6 LAY HONG BERHAD (Company No H) (Incorporated in Malaysia) Registered Office No 9, Jalan Bayu Tinggi 2A/KS6 Taipan 2, Batu Unjur Klang, Selangor 21 August 2015 Board of Directors Dato Dr Abdul Aziz Bin Mangkat DIMP KMN ASK Yap Hoong Chai Yeap Weng Hong Yap Chor How Ng Kim Tian Yeap Fock Hoong Gan Lian Peng Cheng Chin Hong Tan Ooi Jin (Independent, Non-Executive Chairman) (Group Managing Director) (Executive Director) (Executive Director) (Executive Director) (Non-Independent, Non-Executive Director) (Independent, Non-Executive Director) (Independent, Non-Executive Director) (Independent, Non-Executive Director) To the Shareholders of Lay Hong Berhad, PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ( RRPT") 1. INTRODUCTION At the Thirtieth Annual General Meeting of the Company held on 22 September 2014, the Directors' of LHB had obtained the shareholders' approval for the following : a) the mandate to permit the LHB Group to enter into Recurrent Related Party Transactions (RRPT), and This approval, in accordance with Listing Requirements, will expire at the conclusion of the Thirty-first AGM to be held on 14 September On 20 July 2015, The Directors of LHB announced to Bursa Malaysia that the Company is proposing to seek approval from its shareholders for the following proposal : a) the renewal of mandate to permit the LHB Group to enter into Recurrent Related Party Transactions (RRPT), The purpose of this Circular is to provide shareholders with relevant information on the Proposal and to seek your approval for the ordinary resolution to be tabled at the forthcoming AGM of the Company. 4

7 2. SECTION A PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RRPT 2.1 BURSA MALAYSIA LISTING REQUIREMENTS Under Paragraph of the Listing Requirements, a listed issuer may seek a Shareholders' Mandate in respect of RRPT which are necessary for its day-to-day operations subject to the following:- a) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public; b) the shareholders' mandate is subject to annual renewal and disclosure is made in the Annual Report of the aggregate value transactions conducted pursuant to the shareholders' mandate during the financial year; c) interested Directors, interested major shareholders and interested persons connected with a Director or major shareholder; and where it involves the interest of an interested person connected with a Director or major shareholder, such Director or major shareholder, must not vote on the resolution to approve the transactions. An interested Director or interested major shareholder must also ensure that persons connected with him abstain from voting on the resolution approving the transactions; and d) the listed issuer immediately announces to Bursa Malaysia when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more and must include the information as may be prescribed by Bursa Malaysia in its announcement. The Shareholders Mandate shall continue in force until:- i) the conclusion of the annual general meeting of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed, ii) iii) the expiration of the period within which the next annual general meeting after that date is required to be held pursuant to section 143(1) of the Companies Act, 1965 ("CA") (but shall not extend to such extension as may be allowed pursuant to section 143(2) of CA), or revoked or varied by resolution passed by shareholders in a general meeting, whichever is the earlier. 2.2 PRINCIPAL ACTIVITIES OF LHB AND ITS SUBSIDIARIES LHB is principally involved in poultry farming. The principal activities of all subsidiaries of LHB are:- Name of subsidiaries Equity Interest as Principal Activities at 1 August 2015 Hing Hong Sdn Berhad (HHSB) 100% Poultry farming Eminent Farm Sdn Bhd (EFSB) 100% Poultry farming Lay Hong Food Corporation Sdn Bhd (LHFC) 100% Food manufacturing and marketing Lay Hong Liquid Egg Sdn Bhd (LHLE) 100% Liquid egg processing Innobrid Sdn Bhd (ISB) 97% Poultry farming G-mart Borneo Retail Sdn Bhd (GBR) 100% Supermarket Innofarm (Klang) Sdn Bhd (IKSB) 70% Poultry farming STF Agriculture Sdn Bhd (STFA) 51% Poultry farming Evergreen Organic Fertilisers Sdn Berhad (EVG) 70.6% Production of organic fertiliser Sri Tawau Farming Sdn Bhd (STF) 50% plus one share Poultry farming STFood Sdn Bhd (STFood) 43.3% Poultry processing and trading JT Trading Sdn Bhd (JTT) 100% General trading Oz Food Solutions Company Ltd 51% Food manufacturing and marketing 5

8 2.3 PARTIES TO THE PROPOSED SHAREHOLDERS MANDATE The categories of Recurrent RPTs contemplated and the parties to the Recurrent RPTs pursuant to the Proposed Shareholders Mandate are as follows:- LHB/subsidiaries of LHB involved in the RRPT Transacting Related Party Nature of Transactions Interested Director/Major Shareholder/person connected to them Estimated aggregate value disclosed in preceding year s circular to shareholders Actual value from the date of the last AGM to 1 August 2015 (1) Estimated aggregate value from date of this AGM to the next AGM (5) (RM 000) (RM 000) (RM 000) Seller Buyer LHB EVG Sale of dung YHC/YWH/YFH/YCH (2)(4) 2, HHSB EVG Sale of dung YHC/YWH/YFH/YCH (2)(4) 1, IKSB EVG Sale of dung YHC/YWH/YFH/YCH (2)(4) LHFC STFood, STFA Sale of manufactured food Buyer Seller YHC/YWH/YFH/YCH (3)(4) 60,000 25,932 60,000 LHB,STFA QL Group Purchase of raw materials QLRB 80,000 27,002 80,000 TOTAL 144,375 53, ,000 Notes: (1) 1 August 2015 being the latest practical date before the printing of this Circular. (2) Yap Hoong Chai (YHC), Yeap Weng Hong (YWH) and Yeap Fock Hoong (YFH) who are all siblings, are deemed interested by virtue of their shareholdings in Mackan Holdings Sdn Bhd which holds 70% equity interest in Lay Hong Holdings Sdn Bhd which in turn holds the balance 29.4% equity interest in Evergreen Organic Fertilisers Sdn Berhad (EVG). YHC, YWH and YFH hold 59.4%, 7.8% and 5.8% interests respectively in Mackan Holdings Sdn Bhd. (3) YHC, YWH and YFH who are all siblings are deemed interested by virtue of their shareholdings in Mackan Holdings Sdn Bhd which holds the balance of the 50% equity interest in Sri Tawau Farming Sdn Bhd (STF). STF owns 86.67% equity interest in STFood Sdn Bhd (STFood). (4) Yap Chor How (YCH), who is the son of YHC and nephew of YWH and YFH is deemed interested by virtue of being a person connected to YHC,YWH and YFH. (5) The estimated aggregate value from the date of this AGM to the next AGM is subject to change. Details of the direct and indirect interests of the Directors and Major Shareholders and persons connected with them are indicated in Section

9 2.4 OUTSTANDING AMOUNT DUE AND OWING UNDER THE RECURRENT RPTS There is no amount due and owing to Lay Hong Berhad Group by its Related Parties under Recurrent RPTs. 2.5 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS INTERESTED DIRECTORS AND INTERESTED MAJOR SHAREHOLDERS INTERESTS AS AT 27 JULY 2015 Lay Hong Berhad Sri Tawau Farming Sdn Bhd Evergreen Organic Fertilisers Sdn Bhd Interested Directors Direct % Indirect % Direct % Indirect % Direct % Indirect % Yap Hoong Chai 600, ,731,266 (1) ,001 (2) ,000 (3) Yeap Weng Hong 407, ,001 (2) ,000 (3) Yap Chor How (4) 459, Yeap Fock Hoong 12, ,001 (2) ,000 (3) Interested Major Shareholders Innofarm Sdn Bhd (1) 18,900, Mackan Holdings Sdn Bhd (2) , Lay Hong Holdings Sdn Bhd (3) , QL Resources Berhad 19,857, Notes: (1) Yap Hoong Chai (YHC) is deemed interested in 2,831,266 shares held by spouse, children, siblings and spouse of sibling and 18,900,000 shares by virtue of Innofarm Sdn Bhd which holds 36.75% equity interest in Lay Hong Berhad. YHC holds 87.53% interests in Innofarm Sdn Bhd. (2) YHC, Yeap Weng Hong (YWH), and Yeap Fock Hoong (YFH) who are all siblings, are deemed interested by virtue of their shareholdings in Mackan Holdings Sdn Bhd which holds 50% equity interest in Sri Tawau Farming Sdn Bhd. YHC, YWH, and YFH hold 59.4%, 7.8% and 5.8% interests respectively in Mackan Holdings Sdn Bhd. (3) YHC, YWH and YFH are deemed interested by virtue of their shareholdings in Mackan Holdings Sdn Bhd which holds 70% equity interest in Lay Hong Holdings Sdn Bhd which in turn holds the balance 29.4% equity interest in Evergreen Organic Fertilisers Sdn Berhad. (4) Yap Chor How (YCH) who is the son of YHC and nephew of YWH and YFH is deemed interested by virtual of being a person connected to YHC,YWH and YFH. 7

10 Save for the following, none of the Directors and Major Shareholders and persons connected to the Directors and/or Major Shareholders of LHB have any interest, direct or indirect, in the Proposed Mandate :- (i) (ii) (iii) (iv) (v) Yap Hoong Chai holds 87.53% in Innofarm Sdn Bhd. Innofarm Sdn Bhd is an interested Major Shareholder of Lay Hong Berhad (LHB) by virtue of its 36.75% direct equity interest in LHB; Yap Hoong Chai, who is the Group Managing Director of LHB and has indirect interest in the shares of Lay Hong Holdings Sdn Bhd, Sri Tawau Farming Sdn Bhd and Evergreen Organic Fertilisers Sdn Berhad; Yeap Weng Hong and Yeap Fock Hoong who are directors of LHB and have indirect interest in the shares of Lay Hong Holdings Sdn Bhd, Sri Tawau Farming Sdn Bhd and Evergreen Organic Fertilisers Sdn Berhad; Yap Chor How (YCH) is a director of LHB and the son of Yap Hoong Chai, nephew of Yeap Weng Hong and Yeap Fock Hoong. QL Resources Berhad (QLRB), is a Major Shareholder of LHB, with direct interest in shares of LHB. Accordingly, Yap Hoong Chai, Yeap Weng Hong, Yeap Fock Hoong and Yap Chor How who are the interested Directors in the Proposed Mandate, have abstained and will continue to abstain from any Board deliberations on RRPT at the meetings of the Board of Directors of LHB. They will also abstain from voting in respect of their direct and/or indirect interests in LHB, on the resolution relating to the Proposed Mandate to be tabled at the forthcoming AGM. Innofarm Sdn Bhd, being an interested Major Shareholder, will also abstain from voting in respect of its direct shareholdings in LHB on the resolution relating to the Proposed Mandate to be tabled at the AGM. QL Resources Berhad, being a Major Shareholder, will abstain from voting in respect of its direct shareholdings in LHB on the resolution relating to the Proposed Mandate to be tabled at the AGM. In addition, the interested Directors and Major Shareholders have undertaken that they shall ensure that persons connected to them will abstain from voting on the resolution relating to the Proposed Mandate. 2.6 RATIONALE AND BENEFIT FOR THE PROPOSED MANDATE The RRPT entered or to be entered into by the Lay Hong Group are all in the ordinary course of business. These transactions are likely to occur with some degree of frequency and arise at any time from time to time. These transactions may be constrained by their time-sensitive nature and it may be impractical to seek shareholders approval on a case by case basis before entering into such RRPT. By obtaining the Shareholders' Mandate and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders' approval as and when such anticipated RRPT occur, would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the LHB Group or adversely affecting the business opportunities available to the LHB Group. The RRPT entered or to be entered into by the Group is intended to meet the business needs of the Group. The Group has long outstanding business relationships with the related parties and the close co-operation has reaped mutual benefits which are expected to be beneficial to the business of the Group. 8

11 2.7 EFFECTS OF THE PROPOSED MANDATE The Proposed Mandate will not have any material effect on the share capital, NTA or earnings of the LHB Group. 2.8 CONDITIONS FOR THE PROPOSED MANDATE The Proposed Mandate of Shareholders' Mandate is subject to the approval being obtained from the shareholders of LHB at an AGM to be convened. Disclosure will be made in the Annual Report of the breakdown of the aggregate value of the RRPT conducted during the financial year pursuant to the mandate given by the shareholders based on the following information: - a) the types of transaction made; and b) the names of the Related Parties involved in each type of the RRPT made and their relationship with the Company. LHB must immediately announce to Bursa Malaysia when the actual value of a RRPT entered into exceeds the estimated value of the RRPT disclosed in this circular by 10% or more and must include the information as may be prescribed by Bursa Malaysia in its announcement. 2.9 REVIEW PROCEDURES IN RELATION TO RRPT The Group has established the following review procedures to be carried out for RRPT for the purpose of ensuring that these transactions are conducted at arm's length and are based on normal commercial terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders:- i) The transaction prices, terms and conditions of the RRPT are based on prevailing market forces. Wherever possible, at least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. However, in cases where comparisons with unrelated parties may not be possible, particularly for raw chicken dung because the farms do not sell these products to unrelated third parties, enquiries are made to determine the price of similar or substantially similar products on the open market, to ensure that the pricing is not more favourable to the related parties and not to the detriment of the minority shareholders. ii) iii) All RRPT are tabled to the Audit Committee for their approval. The Audit Committee has the right of access to the related parties involved for information and is entitled to the services of independent adviser, if required, in the discharge of their duties. The Group does not practice predetermined thresholds for the approval of RRPTs; All members of the Board and Audit Committee and the Audit Sub-Committee who are directly or indirectly interested in any transaction shall declare their interest in the transaction and abstain from deliberations and voting in respect of the RRPT; iv) A register is maintained by LHB to record all RRPT which are entered into pursuant to the Proposed Mandate; 9

12 v) The Audit Committee conducts regular and periodic reviews on the sufficiency of the procedures and processes to ensure that all RRPT are on normal commercial terms and are not detrimental to the minority shareholders of the Company AUDIT COMMITTEE STATEMENT The Audit Committee have seen and reviewed the procedures and processes mentioned in section 2.9 above and are satisfied that the said procedures and processes are adequate to monitor, track and identify RRPT in a timely and orderly manner. The RRPT are carried out on normal commercial terms which are not detrimental to the interest of the minority shareholders, and the terms are not more favourable to the Related Parties than those generally available to the public. The Audit Committee reviews the RRPT and the procedures and processes on an annual basis to ascertain its compliance. If during the periodic reviews, the Audit Committee is of the opinion that the procedures and processes are not sufficient to ensure that the recurrent RRPT : are conducted at arm s length basis; are on normal commercial terms in the ordinary course of business; are not more favourable to the Related Parties than those generally available to the public; and are not detrimental to the interest of the minority shareholders; the Company will seek a fresh mandate based on new guidelines and procedures DIRECTORS RECOMMENDATION The Board of Directors, except for Mr. Yap Hoong Chai, Mr. Yeap Weng Hong, Mr. Yeap Fock Hong and Mr.Yap Chor How, after taking into consideration all facts contained in this Circular, is of the opinion that the RRPT are in the best interest of the Group. Accordingly the Board of Directors, except for Mr. Yap Hoong Chai, Mr. Yeap Weng Hong, Mr. Yeap Fock Hong and Mr.Yap Chor How, who have abstained from expressing any recommendation in relation to the proposed mandate, recommends that you vote in favour of the Ordinary Resolution for the Proposed Mandate to be tabled at the forthcoming AGM. 10

13 3. APPROVALS REQUIRED The Proposed Mandate for renewal of and new mandate to permit the LHB Group to enter RRPT is subject to the approval of the shareholders at the forthcoming Thirty- First AGM. 4. ANNUAL GENERAL MEETING An AGM, the notice of which is enclosed with the Annual Report of LHB for the financial year ended 31 March 2015, will be held at The Ballroom 1, Ground Floor, Premiere Hotel, Bandar Bukit Tinggi 1/KS6, Jalan Langat, Klang, Selangor on 14 September 2015 at am, for the purpose of considering and if thought fit, passing the ordinary resolution set out in the Notice of AGM. 5. FURTHER INFORMATION Further information is set out in the Appendix. Yours faithfully For and on behalf of the Board LAY HONG BERHAD GAN LIAN PENG Independent Non-Executive Director 11

14 ADDITIONAL INFORMATION APPENDIX 1. DIRECTORS' RESPONSIBILITY This Circular has been seen and approved by the Directors of LHB and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no facts, the omission of which would make any statement herein misleading. 2. MATERIAL CONTRACTS There are no material contracts (not being contracts entered into the ordinary course of business), entered into by LHB and its subsidiaries during the two (2) years immediately preceding the date of this circular. 3. MATERIAL LITIGATION, CLAIMS AND ARBITRATION Save as disclosed below, neither our Company nor our subsidiary companies are engaged in any other material litigation, claims or arbitration either as plaintiff or defendant, which has a material effect on the financial position of our Company and/or our Group and our Board is not aware of any proceedings pending or threatened, or of any facts likely to give rise to any other proceedings, which might materially and adversely affect the business or financial position of our Company and/or our Group. (i) Tiong Nam Logistics Solutions Sdn Bhd ( Tiong Nam Logistics ) v Lay Hong Food Corporation Sdn Bhd ( Lay Hong Food ) (Civil Suit 22 NCVC /2013) Tiong Nam Coldroom & Distribution Centre Sdn Bhd ( Tiong Nam Coldroom ) had filed a civil suit against Lay Hong Food for transportation charges for the sum of RM1,683,850,38 ( The First Suit ). The First Suit was struck out on the ground that Tiong Nam Coldroom was not a party to the contracts. The current suit was filed by Tiong Nam Logistics after the First Suit was struck out. Tiong Nam Logistics claims against Lay Hong Food are RM1,928, (loss of earnings), RM1,683, (judgment sum) and RM470, (losses suffered due to non-usage of trucks), arising from the alleged breach of the contract dated and Lay Hong Food has filed a counterclaim against Tiong Nam Logistics for the sum of RM113, for losses suffered as a result of the failure of Tiong Nam Logistics to pay the bank installment, road tax, motor insurance and vehicle inspection fees. The matter had been set down for full trial on 2 Sep 2015 to 7 Sep The solicitors in charge of this case is of the opinion that the claims by Tiong Nam Logistics are highly unsustainable and without merit and without basis. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office of LHB at No 9 Jalan Bayu Tinggi 2A/KS6, Taipan 2 Batu Unjur, Klang, Selangor Darul Ehsan, during normal business hours between Monday and Friday 12

15 (except public holidays) from the date of this Circular up to and including the date of the AGM:- (i) (ii) the Memorandum and Articles of Association of LHB; the consolidated audited financial statements of LHB for the financial years ended 31 March 2014 and 31 March 2015; (iii) the unaudited Group results of LHB Group for quarter ended 30 June