MATRIX CONCEPTS HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia)

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 INDEPENDENT ADVISER IMMEDIATELY. Bursa Malaysia Securities Berhad ( Bursa Securities ) has prescribed Parts A and C of this Circular as an Exempt Circular pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities and has not perused Parts A and C of this Circular prior to its issuance. 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. MATRIX CONCEPTS HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A PROPOSED BONUS ISSUE OF UP TO 163,941,084 NEW ORDINARY SHARES IN MATRIX CONCEPTS HOLDINGS BERHAD ( MCHB OR COMPANY ) ( MCHB SHARES ) ( BONUS SHARES ) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING MCHB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED BONUS ISSUE ) Principal Adviser PART B PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RRPT ) PART C PROPOSED ALTERATION OF EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW CONSTITUTION OF THE COMPANY The above proposals will be tabled as Special Businesses at the 20 th Annual General Meeting ( AGM ) of Matrix Concepts Holdings Berhad ( MCHB or the Company ) to be held at Halia Room, d Tempat Country Club, PT12653, Jalan Pusat Dagangan Sendayan 1, Bandar Sri Sendayan, Negeri Sembilan Darul Khusus, Malaysia on Wednesday, 16 August 2017 at 10:30 a.m.. The Notice of the 20 th AGM together with the Proxy Form are enclosed in the Annual Report 2017 of the Company which is despatched together with this Circular. The Proxy Form should be lodged at the registered office of the Company, Wisma Matrix, No. 57, Jalan Tun Dr. Ismail, Seremban, Negeri Sembilan Darul Khusus, Malaysia not later than 48 hours before the time set for holding of the meeting or any adjournment thereof. The lodging of the Proxy Form 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 Proxy Form : Monday, 14 August 2017 at 10:30 a.m. Date and time of the 20 th AGM : Wednesday, 16 August 2017 at 10:30 a.m. This Circular is dated 24 July 2017

2 SUMMARY OF CONTENTS PAGE PART A LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE... 1 PART B LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RRPT PART C LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED ALTERATION OF THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW CONSTITUTION OF THE COMPANY APPENDICES APPENDIX I REPORTING ACCOUNTANTS REPORT ON THE ADEQUACY OF RESERVES FOR CAPITALISATION OF THE PROPOSED BONUS ISSUE.. 28 APPENDIX II NEW CONSTITUTION OF THE COMPANY. 35 APPENDIX III FURTHER INFORMATION...82 (The rest of this page has been intentionally left blank)

3 PART A LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE

4 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout Part A of this Circular: Act : Companies Act, 2016 AGM Board Bonus Shares Bursa Depository Bursa Securities : Annual general meeting : Board of Directors : Up to 163,941,084 new MCHB Shares to be issued pursuant to the Proposed Bonus Issue : Bursa Malaysia Depository Sdn Bhd : Bursa Malaysia Securities Berhad Circular : This circular to our shareholders dated 24 July 2017 Deed Poll Entitled Shareholders Entitlement Date EPS ESOS ESOS Bylaws ESOS Options FYE Listing Requirements LPD Maximum Scenario Maybank IB MCHB or Company MCHB Group or Group MCHB Shares or Shares Minimum Scenario NA : Deed poll dated 20 July 2015 constituting the Warrants : Our shareholders whose names appear in our Record of Depositors on the Entitlement Date : A date to be determined and announced later by our Board, on which the names of our shareholders must appear in our Record of Depositors as at 5.00 p.m. in order to be entitled to the Bonus Shares : Earnings per Share : Employees Share Option Scheme of our Company : The rules, terms and conditions as set out in the bylaws governing the ESOS : Options under the ESOS : Financial year ended/ending, as the case may be : Main Market Listing Requirements of Bursa Securities : 30 June 2017, being the latest practicable date prior to the printing of this Circular : Assuming all of the outstanding ESOS Options and Warrants as at the LPD are exercised on or prior to the Entitlement Date : Maybank Investment Bank Berhad : Matrix Concepts Holdings Berhad : Collectively, our Company and our subsidiaries : Ordinary shares in our Company : Assuming none of the outstanding ESOS Options and Warrants as at the LPD are exercised on or prior to the Entitlement Date : Net assets i

5 DEFINITIONS (Cont d) Proposed Bonus Issue Record of Depositors RM and sen Rules of Bursa Depository Warrants : Proposed bonus issue of up to 163,941,084 Bonus Shares on the basis of one (1) Bonus Share for every four (4) existing MCHB Shares held on the Entitlement Date : The record of depositors maintained by Bursa Depository under the Rules of Bursa Depository : Ringgit Malaysia and sen, respectively : Rules of Bursa Depository issued pursuant to the Securities Industry (Central Depositories) Act, 1991 : Warrants which were issued by our Company on 21 July 2015 constituted by the Deed Poll All references to our Company or MCHB in Part A of this Circular are to Matrix Concepts Holdings Berhad. All references to our Group or MCHB Group are to our Company and our subsidiaries, and all references to we, us, our and ourselves are to our Company, and where the context requires otherwise, shall include our subsidiaries. All references to you or your in Part A of this Circular are to our shareholders. All references to dates and times are references to dates and times in Malaysia, unless otherwise stated. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. References to persons shall include companies and corporations. Certain amounts and percentage figures included in Part A of this Circular have been subject to rounding adjustments. As a result, any discrepancies in any table between the amounts listed and the totals in Part A of this Circular are due to rounding. Where information is presented in thousands or millions of units, amounts may have been rounded up or down. Any reference to any provisions of the statutes, rules, regulations, enactments or rules of stock exchange shall (where the context admits), be construed as a reference to provisions of such statutes, rules, regulations, enactments or rules of stock exchange (as the case may be) as modified by any written law or (if applicable) amendments or reenactment to the statutes, rules, regulations, enactments or rules of stock exchange for the time being in force. ii

6 CONTENTS PAGE PART A LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE CONTAINING: 1. INTRODUCTION DETAILS OF THE PROPOSED BONUS ISSUE RATIONALE FOR THE PROPOSED BONUS ISSUE EFFECTS OF THE PROPOSED BONUS ISSUE APPROVALS REQUIRED HISTORICAL SHARE PRICES CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION INTERESTS OF OUR DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM DIRECTORS RECOMMENDATION TENTATIVE TIMETABLE AGM FURTHER INFORMATION (The rest of this page has been intentionally left blank) iii

7 MATRIX CONCEPTS HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia) Registered Office Wisma Matrix No. 57, Jalan Tun Dr. Ismail Seremban Negeri Sembilan Darul Khusus Malaysia Board of Directors Dato Haji Mohamad Haslah bin Mohamad Amin (NonIndependent NonExecutive Chairman) Dato Lee Tian Hock (Group Managing Director) Ho Kong Soon (Group Deputy Managing Director) Rezal Zain bin Abdul Rashid (Independent NonExecutive Director) Dato Firdaus Muhammad Rom bin Harun (Independent NonExecutive Director) Dato (Ir) Batumalai A/L Ramasamy (Independent NonExecutive Director) Dato Hon Choon Kim (Independent NonExecutive Director) Dato Hajah Kalsom binti Khalid (Independent NonExecutive Director) Dato Logendran A/L K Narayanasamy (NonIndependent NonExecutive Director) 24 July 2017 To: Our Shareholders Dear Sir/Madam, PROPOSED BONUS ISSUE 1. INTRODUCTION On 16 May 2017, on behalf of our Board, Maybank IB announced that our Company proposes to undertake a bonus issue of up to 163,941,084 Bonus Shares on the basis of one (1) Bonus Share for every four (4) existing MCHB Shares held on the Entitlement Date. On 8 June 2017, on behalf of our Board, Maybank IB announced that Bursa Securities had, via its letter dated 7 June 2017, approved the listing and quotation of the following: (i) (ii) (iii) up to 163,941,084 Bonus Shares; up to 12,984,052 additional Warrants to be issued pursuant to the adjustment to the number of outstanding Warrants held by each holder of the Warrants pursuant to the provisions of the Deed Poll as a result of the Proposed Bonus Issue; and up to 12,984,052 new MCHB Shares to be issued arising from the exercise of the additional Warrants as detailed in item (ii) above, on the Main Market of Bursa Securities. The approval of Bursa Securities is subject to the conditions as set out in Section 5 of Part A of this Circular. 1

8 The purpose of Part A of this Circular is to provide you with the details of the Proposed Bonus Issue as well as to set out the recommendation of our Board and to seek your approval for the resolution pertaining to the Proposed Bonus Issue to be tabled as Special Business at the forthcoming 20 th AGM. The notice of the 20 th AGM together with the Proxy Form are enclosed in the Annual Report 2017 of our Company which is despatched together with this Circular. You are advised to read the contents of Part A of this Circular carefully before voting on the resolution pertaining to the Proposed Bonus Issue to be tabled as Special Business at the forthcoming 20 th AGM. 2. DETAILS OF THE PROPOSED BONUS ISSUE 2.1 Basis and number of Bonus Shares The Proposed Bonus Issue involves the issuance of up to 163,941,084 Bonus Shares on the basis of one (1) Bonus Share for every four (4) existing MCHB Shares held by our Entitled Shareholders on the Entitlement Date. As at the LPD, our share capital stood at RM597,683,201 comprising 581,867,047 MCHB Shares. As at the LPD, our Company also has 21,961,580 outstanding ESOS Options and 51,935,710 outstanding Warrants which are exercisable into 73,897,290 new MCHB Shares in total. Under the Minimum Scenario, 145,466,761 Bonus Shares will be issued pursuant to the Proposed Bonus Issue and hence, our share capital will increase by RM145,466,761 and our enlarged issued share capital will comprise 727,333,808 MCHB Shares. Under the Maximum Scenario, 163,941,084 Bonus Shares will be issued pursuant to the Proposed Bonus Issue and hence, our share capital will increase by RM163,941,084 and our enlarged issued share capital will comprise 819,705,421 MCHB Shares. In any event, the actual number of Bonus Shares to be issued will depend on the number of MCHB Shares in issue on the Entitlement Date. Under both the Minimum Scenario and Maximum Scenario, the Proposed Bonus Issue will be capitalised entirely from our share premium and retained profits accounts at an amount of RM1.00 per Bonus Share. Fractional entitlements arising from the Proposed Bonus Issue, if any, shall be dealt with by our Board in such manner as it may in its absolute discretion deems fit and expedient, and in the best interest of our Company. The Proposed Bonus Issue is not intended to be implemented in stages over a period of time. 2

9 2.2 Capitalisation of reserves For illustrative purposes, the pro forma effects of the Proposed Bonus Issue on our share premium and retained profits accounts based on our Company s latest audited financial statements for the FYE 31 March 2017 are as follows: Company level Minimum Scenario Share premium (RM 000) Retained profits (RM 000) Maximum Scenario Share premium (RM 000) Retained profits (RM 000) Audited as at 31 March , ,148 43, ,148 Dividends paid to the shareholders of our (21,787) (21,787) Company (1) Amount to be capitalised for the Proposed Bonus Issue Estimated expenses for the Proposed Bonus Issue 43, ,361 43, ,361 (43,405) (102,062) (43,405) (120,536) (400) (400) Balance after the Proposed Bonus Issue 71,899 53,425 Note: (1) After taking into consideration the fourth interim single tier dividend of 3.75 sen per Share in respect of the FYE 31 March 2017 which was declared by our Board on 16 May 2017 and was paid on 20 June Our Board confirms that the reserves required for the capitalisation of the Proposed Bonus Issue is adequate and unimpaired by losses on a consolidated basis based on our Company s latest audited consolidated financial statements for the FYE 31 March 2017 in accordance with Paragraph 6.30(1) of the Listing Requirements. Our Board also confirms that the Proposed Bonus Issue and the implementation of the Proposed Bonus Issue is and will be in full compliance with the Act and Practice Note 1/2017 issued by the Companies Commission of Malaysia on 8 February The Reporting Accountants, Messrs Crowe Horwath, has also confirmed that our Company has adequate reserves for capitalisation to cover the entire issuance of the Bonus Shares premised on the above. The report from Messrs Crowe Horwath is enclosed in Appendix I of this Circular. 2.3 Ranking of the Bonus Shares The Bonus Shares will, upon allotment and issuance, rank pari passu in all respects with the then existing MCHB Shares, save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid, the entitlement date of which precedes the date of allotment of the Bonus Shares. 2.4 Listing and quotation of the Bonus Shares Bursa Securities had, via its letter dated 7 June 2017 approved, among others, the listing and quotation of the Bonus Shares on the Main Market of Bursa Securities, subject to the conditions set out in Section 5 of Part A of this Circular. 3

10 3. RATIONALE FOR THE PROPOSED BONUS ISSUE Our Board intends to undertake the Proposed Bonus Issue to reward our shareholders for their loyalty and continuing support by enabling them to have greater participation in the equity of our Company in terms of number of Shares, while retaining their percentage of equity interest held. Additionally, the Proposed Bonus Issue is expected to improve the trading liquidity and marketability of our Shares on the Main Market of Bursa Securities while increasing the capital base of our Company. 4. EFFECTS OF THE PROPOSED BONUS ISSUE The pro forma effects of the Proposed Bonus Issue have been shown based on Minimum Scenario and Maximum Scenario. 4.1 Share capital The pro forma effect of the Proposed Bonus Issue on the share capital of our Company is as follows: Minimum Scenario Maximum Scenario No. of Shares RM No. of Shares RM As at the LPD 581,867, ,683, ,867, ,683,201 Assuming full exercise of the 21,961,580 58,862,367 outstanding ESOS Options Assuming full exercise of the outstanding Warrants 51,935, ,645,704 To be issued pursuant to the Proposed Bonus Issue 581,867, ,683, ,764, ,191, ,466, ,466, ,941, ,941,084 Enlarged share capital 727,333, ,149, ,705, ,132, Convertible securities Save for the outstanding ESOS Options and Warrants, our Company does not have other convertible securities as at the LPD. The Proposed Bonus Issue will give rise to the following: (i) (ii) adjustments to the exercise price and the number of Shares covered under such outstanding ESOS Options held by each holder of the ESOS Options pursuant to the provisions of the ESOS Bylaws; and adjustments to the exercise price and the number of outstanding Warrants held by each holder of the Warrants pursuant to the provisions of the Deed Poll. The rights and obligations of the holders of the ESOS Options and Warrants remain unchanged, save for the abovementioned adjustments which will be determined after the Entitlement Date. 4

11 4.3 Substantial shareholders shareholdings The pro forma effect of the Proposed Bonus Issue on the shareholdings of the substantial shareholders of our Company is as follows: Minimum Scenario As at the LPD After the Proposed Bonus Issue Direct Indirect Direct Indirect No. of Shares % No. of Shares % No. of Shares % No. of Shares % Dato Lee Tian Hock 100,787, ,041,229 (1) ,983, ,301, (1) Shining Term Sdn Bhd 84,587, ,734, Datin Yong Chou Lian 1,875, ,045, (2) 2,343, ,307, (2) Ho Kong Soon 6,616, ,329, (3) 8,270, ,162, (3) Maximum Scenario Pro forma I Pro forma II As at the LPD Assuming full exercise of the outstanding ESOS Options and Warrants After Pro forma I and the Proposed Bonus Issue Direct Indirect Direct Indirect Direct Indirect No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares % No. of Shares % Dato Lee Tian Hock 100,787, ,041, (1) 103,113, ,884, (1) 128,892, ,805, (1) Shining Term Sdn Bhd 84,587, ,587, ,734, Datin Yong Chou 1,875, ,045, (2) 2,143, ,563, (2) 2,678, ,954, (2) Lian Ho Kong Soon 6,616, ,329, (3) 7,258, ,662, (3) 9,073, ,328, (3) Notes: (1) Deemed interested by virtue of his interests in Shining Term Sdn Bhd, Ambang Kuasa Sdn Bhd, Magnitude Point Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 8 of the Act and the shareholdings of his spouse, Datin Yong Chou Lian pursuant to Section 59(11)(c) of the Act. (2) Deemed interested by virtue of her interests in Shining Term Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 8 of the Act. (3) Deemed interested by virtue of his interest in Supreme Interest Sdn Bhd pursuant to Section 8 of the Act and the shareholdings of his spouse, Alice Tan Khiam Chow pursuant to Section 59(11)(c) of the Act. 5

12 4.4 NA per Share and gearing For illustrative purposes, based on our Company s latest audited consolidated statement of financial position as at 31 March 2017 and on the assumption that the Proposed Bonus Issue had been effected on that date, the pro forma effects of the Proposed Bonus Issue on the consolidated NA per Share and gearing of our Company are as follows: Minimum Scenario Pro forma I Pro forma II After the material events subsequent to 31 March 2017 and up After Pro forma I Audited as at to and including and the Proposed 31 March 2017 the LPD (1) Bonus Issue (2) RM 000 RM 000 RM 000 Share capital 577, , ,150 Share premium 43,405 43,405 Option reserve 12,574 9,285 9,285 Translation reserve 2,326 2,326 2,326 Retained profits 388, , ,284 Shareholders funds / NA 1,023,959 1,019,445 1,019,045 Number of Shares in issue ( 000) 574, , ,334 NA per Share (3) (RM) Total borrowings 274, , ,172 Gearing (4) (times) Maximum Scenario Pro forma I Pro forma II Pro forma III Audited as at 31 March 2017 After the material events subsequent to 31 March 2017 and up to and including the LPD (1) After Pro forma I and full exercise of the outstanding ESOS Options and Warrants After Pro forma II and the Proposed Bonus Issue (2) RM 000 RM 000 RM 000 RM 000 Share capital 577, , , ,132 Share premium 43,405 43,405 43,405 Option reserve 12,574 9,285 Translation reserve 2,326 2,326 2,326 2,326 Retained profits 388, , , ,809 Shareholders funds / NA 1,023,959 1,019,445 1,193,667 1,193,267 Number of Shares in issue 574, , , ,705 ( 000) NA per Share (3) (RM) Total borrowings 274, , , ,172 Gearing (4) (times)

13 Notes: (1) Being adjustments arising from the following subsequent events from 1 April 2017 up to and including the LPD: (i) (ii) exercise of 7,701,463 ESOS Options by the holders of ESOS Options; exercise of 833 Warrants; and (iii) the fourth interim single tier dividend of 3.75 sen per Share in respect of the FYE 31 March 2017 which was declared by our Board on 16 May 2017 and was paid on 20 June (2) After deducting estimated expenses relating to the Proposed Bonus Issue of RM400,000. (3) Calculated as NA attributable to shareholders of our Company divided by the number of Shares in issue. (4) Calculated as total borrowings divided by NA attributable to the shareholders of our Company. 4.5 Earnings and EPS The Proposed Bonus Issue is not expected to have any effect on the earnings of our Group for the FYE 31 March However, assuming that the earnings of our Group remain unchanged, the EPS of our Group will be proportionately diluted as a result of the increase in the number of Shares arising from the Proposed Bonus Issue. 5. APPROVALS REQUIRED The Proposed Bonus Issue is subject to the following approvals being obtained: (i) Bursa Securities which was obtained via its letter dated 7 June 2017 for the following: (a) (b) listing and quotation of the Bonus Shares on the Main Market of Bursa Securities; and listing and quotation of the additional Warrants to be issued pursuant to the adjustment to the number of outstanding Warrants held by each holder of the Warrants as a result of the Proposed Bonus Issue and new MCHB Shares to be issued arising from the exercise of the said additional Warrants on the Main Market of Bursa Securities, subject to the following conditions: No. Condition imposed Status of compliance 1. MCHB and Maybank IB must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Bonus Issue. Noted 2. MCHB and Maybank IB to inform Bursa Securities upon the completion of the Proposed Bonus Issue. 3. MCHB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities approval once the Proposed Bonus Issue is completed. 4. MCHB and Maybank IB are required to make the relevant announcements pursuant to Paragraphs 6.35(2)(a) and (b) and 6.35(4) of the Listing Requirements. To be complied To be complied To be complied 7

14 (ii) (iii) shareholders of our Company at the forthcoming 20 th AGM; and any other authorities/parties, if required. The Proposed Bonus Issue is not conditional upon any other corporate exercise/scheme of our Company. 6. HISTORICAL SHARE PRICES The monthly high and low market prices of our Shares as traded on the Main Market of Bursa Securities for the past 12 months preceding the date of this Circular are as follows: (RM) (RM) 2016 July August September October November December High Low 2017 January February March April May June The last transacted market price of our Shares on 15 May 2017, being the last trading day immediately prior to the announcement of the Proposed Bonus Issue 2.69 The last transacted market price of our Shares as at the LPD 2.74 (Source: Bloomberg) 7. CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Bonus Issue and below, we do not have any other corporate exercises which have been announced by our Company but is pending completion before the printing of this Circular: (i) proposed acquisition of 15 parcels of vacant agriculture lands held under separate titles, located within Mukim Labu, Daerah Seremban, Negeri Sembilan Darul Khusus by BSS Development Sdn Bhd, our whollyowned subsidiary, for an aggregate cash consideration of RM27,546, vide separate sales and purchase agreements entered into with various individual land owners dated between 18 June 2014 to 12 March 2015; 8

15 (ii) (iii) proposed establishment of a medical and specialist healthcare service provider in Bandar Sri Sendayan, Negeri Sembilan to be known as Matrix Global Specialist Centre, which a Memorandum of Understanding was entered into on 1 March 2017 between our Company and Changhua Christian Hospital, Republic of China; and proposed adoption of a new constitution of our Company which is detailed in Part C and Appendix II of this Circular. 8. INTERESTS OF OUR DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of our Directors, major shareholders and/or persons connected with them have any interest, direct and/or indirect, in the Proposed Bonus Issue, save for their respective entitlements under the Proposed Bonus Issue which are also available to all our other shareholders. 9. DIRECTORS RECOMMENDATION Our Board, having considered all aspects of the Proposed Bonus Issue, including the rationale as well as effects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interest of our Company. Accordingly, our Board recommends that you vote in favour of the resolution pertaining to the Proposed Bonus Issue to be tabled as Special Business at the forthcoming 20 th AGM. 10. TENTATIVE TIMETABLE The tentative timeline for the implementation of the Proposed Bonus Issue is as follows: Event Tentative timing 20 th AGM 16 August 2017 Announcement of the Entitlement Date End August 2017 Entitlement Date End September 2017 Listing and quotation of the Bonus Shares and the additional Warrants (as End September 2017 described in Section 5(i)(b) above) on the Main Market of Bursa Securities 11. AGM The Proposed Bonus Issue will be tabled as Special Business at the forthcoming 20 th AGM of our Company. Our 20 th AGM, the notice of which is enclosed in the Annual Report 2017 of our Company which is despatched together with this Circular, will be held at Halia Room, d Tempat Country Club, PT12653, Jalan Pusat Dagangan Sendayan 1, Bandar Sri Sendayan, Negeri Sembilan Darul Khusus, Malaysia on Wednesday, 16 August 2017 at 10:30 a.m., for the purpose of, among others, considering and if thought fit, passing the resolution, with or without any modification, to give effect to the Proposed Bonus Issue. If you are unable to attend and vote in person at the forthcoming 20 th AGM, you should complete and lodge the enclosed Proxy Form in accordance with the instructions stated in the Proxy Form as soon as possible, so that it arrives at our registered office at Wisma Matrix, No. 57, Jalan Tun Dr. Ismail, Seremban, Negeri Sembilan Darul Khusus, Malaysia not later than 48 hours before the time set for holding of the meeting or any adjournment thereof. The lodging of the Proxy Form will not, however, preclude you from attending and voting in person at the meeting should you subsequently wish to do so. 9

16 12. FURTHER INFORMATION You are requested to refer to the attached appendices of this Circular for further information. Yours faithfully For and on behalf of the Board of MATRIX CONCEPTS HOLDINGS BERHAD DATO HAJI MOHAMAD HASLAH BIN MOHAMAD AMIN NonIndependent NonExecutive Chairman 10

17 PART B LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RRPT

18 DEFINITIONS Unless the context otherwise requires, the following definitions shall apply throughout Part B of this Circular: 19 th AGM : Nineteenth Annual General Meeting 20 th AGM : Twentieth Annual General Meeting Act AGM Audit Committee : The Companies Act, 2016 as amended from time to time and any reenactment thereof, including all regulations issued thereunder : Annual General Meeting : Audit Committee of the Company Annual Report 2017 : Annual Report of MCHB issued for the financial year ended 31 March 2017 Approved Estimated Value Board Bursa Securities BSSD : Estimated value of RRPT which was approved by shareholders at the 19 th AGM held on 18 August 2016 : The Board of Directors of MCHB : Bursa Malaysia Securities Berhad (Company No W) : BSS Development Sdn Bhd (689638X) Circular : This Circular is dated 24 July 2017 Director Interested Director Listing Requirements LPD Matrix Excelbuilder Matrix Excelcon MIBS Major Shareholder : Shall have the same meaning given in Section 2(1) of the Capital Markets and Services Act 2007 : Director who is deemed interested in the RRPTs by virtue of his relationship with the Related Party : Main Market Listing Requirement of Bursa Securities as amended from time to time and reenactment thereof : 30 June 2017, being the latest practicable date prior to the printing of this Circular : Matrix Excelbuilder Sdn Bhd (542979K) (formerly known as Juwasan Trading Sdn Bhd) : Matrix Excelcon Sdn Bhd (268222A) : Matrix IBS Sdn Bhd ( A) : Any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of the Company (including its subsidiary or holding company) who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: a) 10% or more of the aggregate of the nominal amount of all the voting shares in the Company; or b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company For the purpose of this definition, interests in shares shall have the meaning given in Section 8 of the Act. i

19 DEFINITIONS (Cont d) Ordinary Resolution Persons Connected Proposed New Shareholders Mandate Proposed Mandate Proposed Renewal of Shareholders Mandate Recurrent Related Party Transaction or RRPT Reka Group : The ordinary resolution pertaining to the Proposed Shareholder s Mandate for RRPT : Shall have the same meaning as in Chapter 1, Paragraph 1.01 of the Listing Requirements : Proposed shareholders mandate for new RRPT, as detailed under Section of Part B of this Circular : The estimated value for RRPT which are expected to be incurred from this AGM until the date of next AGM : Proposed renewal of shareholders mandate for the RRPT, as detailed under Section of Part B of this Circular : Related party transactions involving recurrent transactions of revenue or trading nature which are necessary for day to day operations and are in the ordinary course of business of our Group : Reka Homes, RekaLight Sdn Bhd and Reka International Industries (M) Sdn Bhd Related Party : Director, major shareholder or person connected with such director or major shareholder. For the purpose of this definition, director and major shareholder shall have the meanings given in Paragraph of the Listing Requirements RM and sen Shares Shareholders : Ringgit Malaysia and sen, respectively : Ordinary shares in MCHB : Shareholders of MCHB Shareholders Mandate : The shareholders mandate for our Group to enter into RRPTs with the Related Parties MCHB or the Company MCHB Group or the Group : Matrix Concepts Holdings Berhad (Company No U) : MCHB and its subsidiary companies as defined in Section 6 of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified. Any reference to you in Part B of this Circular are to the Shareholders. Any discrepancies in the tables included in Part B of this Circular between amounts listed, actual figures and totals thereof may be due to rounding. Any reference in Part B of this Circular to any enactment is a reference to that enactment or guidelines as for the time being amended or reenacted. Any reference to a time of day in Part B of this Circular shall be reference to Malaysia time, unless otherwise stated. ii

20 CONTENTS PAGE PART B LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RRPT CONTAINING: 1. INTRODUCTION PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION (The rest of this page has been intentionally left blank) iii

21 MATRIX CONCEPTS HOLDINGS BERHAD (Company No U) (Incorporated in Malaysia) Registered Office Wisma Matrix No. 57, Jalan Tun Dr. Ismail Seremban Negeri Sembilan Darul Khusus Malaysia Board of Directors Dato Haji Mohamad Haslah bin Mohamad Amin (NonIndependent NonExecutive Chairman) Dato Lee Tian Hock (Group Managing Director) Ho Kong Soon (Group Deputy Managing Director) Rezal Zain bin Abdul Rashid (Independent NonExecutive Director) Dato Firdaus Muhammad Rom bin Harun (Independent NonExecutive Director) Dato (Ir) Batumalai A/L Ramasamy (Independent NonExecutive Director) Dato Hon Choon Kim (Independent NonExecutive Director) Dato Hajah Kalsom binti Khalid (Independent NonExecutive Director) Dato Logendran A/L K Narayanasamy (NonIndependent NonExecutive Director) To : The Shareholders of MCHB Dear Sir/Madam 24 July 2017 PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ( RRPT ) OF A REVENUE OR TRADING NATURE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE 1. INTRODUCTION 1.1 Proposed Shareholders Mandate for RRPT At the 19 th AGM held on 18 August 2016, the Company had obtained a mandate from its shareholders to enter into RRPT with Related Parties which are necessary for its day to day operations and are in the ordinary course of business based on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and not to the detriment of minority shareholders. The abovesaid mandate shall lapse at the conclusion of the forthcoming 20 th AGM of the Company unless a new mandate for RRPT is obtained from the shareholders at the AGM. On 12 April 2017, the Board has announced to Bursa Securities that the Company proposed to seek a renewal of the Shareholders Mandate and new Shareholders Mandate for MCHB Group to enter into RRPT with Related Parties in the forthcoming 20 th AGM. YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF PART B OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RRPT. 11

22 2. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RRPT OF A REVENUE OR TRADING NATURE Pursuant to Paragraph of Part E of Chapter 10 of the Listing Requirement, a listed issuer may seek a shareholders mandate in respect of the RRPT subject to, interalia, the following: (a) (b) The transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public; The shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed below in relation to a listed issuer with an issued and paidup capital of RM60 million and above: (i) (ii) the consideration, value of assets, capital outlay or costs of the RRPT is RM1 million or more; or the percentage ratio of such RRPT is 1% or more, whichever is the higher; (c) (d) (e) The Circular to shareholders for the shareholders mandate includes the information as may be prescribed by Bursa Securities. The draft Circular must be submitted to Bursa Securities together with a checklist showing compliance with such information; In a meeting to obtain the shareholders mandate, the Interested Director, Interested Major Shareholder or interested person connected with a Director or Major Shareholder; and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution to approve the transactions. An Interested Director or Interested Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transaction; and The listed issuer immediately announces to Bursa Securities when the actual value of a RRPT entered into by the Company exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more and must include the information as may be prescribe by Bursa Securities in its announcement. The Board wishes to seek the approval from the shareholders of MCHB for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate to enable the Group to enter into RRPTs which are necessary for the daytoday operations within the ordinary course of business of the Group. The RRPTs, details as stipulated in Sections and of Part B of this Circular, are undertaken at arms length based 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. The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate will, if approved by the shareholders at the forthcoming 20 th AGM, be subjected to annual renewal. Any authority conferred by shareholders in respect of the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate shall continue to be in force until: (i) the conclusion of the TwentyFirst Annual General Meeting ( 21 st AGM ) of MCHB, at which time the said authority will lapse, unless the authority is renewed by a resolution passed there at; or 12

23 (ii) (iii) the expiration of the period within which the next AGM of MCHB is required to be held pursuant to Section 340(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340 (2) of the Act); or revoked or varied by a resolution passed by the shareholders in a general meeting before the next AGM; whichever is the earlier. 2.1 DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND PROPOSED NEW SHAREHOLDERS MANDATE FOR RRPT MCHB is seeking approval from the shareholders for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for RRPTs that will allow the Group, in its normal course of business, to enter into RRPTs with Related Parties referred to in the following section. The principal activities of MCHB is investment holding. The subsidiary companies of MCHB and their principal activities are as set out below: Principal activities of MCHB Group The principal activities of MCHB is investment holding. The subsidiary companies of MCHB and their principal activities are as set out below: Name of Company Effective Interest Held (%) Principal Activities BSSD 100 Property development and sales of land Masuda Corporation Sdn Bhd 100 Property development Matrix Concepts Sdn Bhd 100 Property development and sales of land MCHB Natro Green Sdn Bhd 100 Landscape management Matrix Global Education Sdn Bhd 100 Provision of education services Riverine Projects Sdn Bhd 100 Property development Matrix Concepts (Central) Sdn Bhd 100 Property development Seventech Sdn Bhd 100 Property development MCHB Properties Sdn Bhd 100 Investment in properties Pembinaan Juwasan Sdn Bhd 100 Project management Insani Utama Sdn Bhd 100 Property development and sale of land MCHB Management Services Sdn Bhd 100 Provision of management and administrative services Matrix Country Club Sdn Bhd 100 Clubhouse operator Matrix Hotels Management Sdn Bhd 100 Hospitality services Matrix Excelcon 100 Project management and procurement of building materials Matrix Excelbuilder 100 Dormant 13

24 Name of Company Effective Interest Held (%) Principal Activities MIBS 80 Intended business in the manufacturing of prefabricated building materials using the technology of industrial building systems Matrix Property Services Sdn Bhd 100 Property management services Matrix Healthcare Sdn Bhd 100 Healthcare services Matrix Concepts (Australia) Pty Ltd (Incorporated in Australia) 100 Property Development It is anticipated that the Group would, in the ordinary course of business, enter into RRPTs as detailed in Section and Section of Part B of this Circular which are necessary for the daytoday operations of the Group with the Related Parties below which are likely to occur with some degree of frequency and could arise at any time. Accordingly, the Board proposes to seek shareholders approval on the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for the Group to enter into RRPTs with the Related Parties below, provided such transactions are necessary for its daytoday operations, in the ordinary course of business, undertaken at armslength and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public, and are not detrimental to the minority shareholders of the Company. Such RRPTs will also be subject to the review procedures as set out in Section 2.2 of Part B of this Circular Related Parties The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate will apply to RRPTs with the following Related Parties: Related Party Principal Activities Interested Director/Major Shareholder or person connected Nature of Relationship Y&Y Mix Sdn Bhd Supply ready mix concrete Datin Yong Chou Lian and Dato Lee Tian Hock Datin Yong Chou Lian, who is a substantial shareholder of Y&Y Mix Sdn Bhd, is a shareholder of the Company and the spouse of Dato Lee Tian Hock. Yong Moi Noi Yong Moi Noi and Yong Ing Kiat who are directors of Y&Y Mix Sdn Bhd, is the sisterinlaw and brotherinlaw of Dato Lee Tian Hock. Yong Ghee Kiat, Yong Ing Kiat Yong Ah Chek and Yong Hwah Kiat Yong Ghee Kiat, Yong Ing Kiat, Yong Ah Chek and Yong Hwah Kiat who are substantial shareholders of Y&Y Mix Sdn Bhd, are the brotherinlaws to Dato Lee Tian Hock. 14

25 Related Party Principal Activities Interested Director/Major Shareholder or person connected Nature of Relationship T&T Cahaya Murni Sdn Bhd Supply of cements, ceiling, steel bar, steel mesh, tiles, reinforced concrete piles Tung Kwi Hoiu, Tung Kew Tiong and Tung Ah Qui Tung Kwi Hoiu and Tung Kew Tiong, who are substantial shareholders and directors of T&T Cahaya Murni Sdn Bhd, are the brothers of Tung Ah Qui, a director of Pembinaan Juwasan Sdn Bhd, Matrix Excelcon and Matrix Excelbuilder. Y&N Hardware Trading Supply of transport services Nyo Eng Kiak and Dato Lee Tian Hock Nyo Eng Kiak, who is the jointowner of Y&N Hardware Trading, is the brotherinlaw of Dato Lee Tian Hock. Takrif Maksimum Sdn Bhd Rental of retail space Dato Lee Tian Hock and Datin Yong Chou Lian Dato Lee Tian Hock, who is a substantial shareholder and director of Takrif Maksimum Sdn Bhd, is a substantial shareholder of the Company and its Group Managing Director. Datin Yong Chou Lian, who is a substantial shareholder and director of Takrif Maksimum Sdn Bhd, is the spouse of Dato Lee Tian Hock. Shafikzaman & Partner Sdn. Bhd. Lead architect and architectural consultancy services. Lim Sher Reen and Dato Lim Kiu Hock Lim Sher Reen who is a director and substantial shareholder of Shafikzaman & Partner Sdn. Bhd, is the daughter of Dato Lim Kiu Hock, the director of several subsidiary companies of MCHB. GXM Pty Ltd Management and sales & marketing services. Lee Jon Wee and Dato Lim Kiu Hock Lee Jon Wee is a director and substantial shareholder of GXM Pty Ltd is also the director of Matrix Concepts (Australia) Pty Ltd and the nephew of Dato Lim Kiu Hock. Sunmix Concrete Product Sdn Bhd Transport Services Yong Ing Kiat, Soo Li Ping and Dato Lee Tian Hock Yong Ing Kiat and Soo Li Ping are the brother and sister inlaw of Dato Lee Tian Hock. Reka Group Supply and deliver of light fittings and accessories, fittings for buildings fixture and furniture Dato Logendran A/L K Narayanasamy Dato Logendran A/L K Narayanasamy who is a director and substantial shareholder of Reka Group is also the Non Independent NonExecutive Director of MCHB and the director of several subsidiary companies of MCHB Yong Moi Noi Agent for purchase of sales and marketing materials Dato Lee Tian Hock Yong Moi Noi is the sisterinlaw of Dato Lee Tian Hock 15

26 2.1.3 The Nature of the RRPT Contemplated The type of RRPT to be covered by the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate relate principally to the supply of building materials, transport services, architectural services, marketing services and rental of premises in the ordinary course of MCHB Group s businesses as described below: (a) Supply of Building Materials, Sales and Marketing Materials, Collaterals, Transport, Marketing and Architectural Services In the course of MCHB Group s businesses, it is anticipated that the Group may enter into transactions with Related Parties which will include the provision by the companies in the MCHB Group to or receipt from Related Parties, supply of building materials, sales and marketing collaterals, transport, marketing and architectural services undertaken by the Related Parties or companies in the MCHB Group (as the case may be) which are necessary for its daytoday operations. (b) Rental of Premises In carrying out the businesses of MCHB Group, it is envisaged that the Group will enter into RRPT which relate to the rental of premises from and/or to Related Parties. (The rest of this page has been intentionally left blank) 16

27 2.1.4 The Proposed Renewal of Shareholders Mandate for RRPT The RRPTs covered by the Proposed Renewal of Shareholders Mandate for RRPT are as set out in the table below: Subsidiary Companies of MCHB Nature of Transactions Related Party Approved Estimated Value RM Actual Value Transacted From last AGM till LPD RM Difference (%) (Below)/ Above Estimated values Reason for deviation of 10% or above the Estimated Value Proposed Mandate RM Matrix Excelcon Purchase of ready mix concrete Y&Y Mix Sdn Bhd 40,000,000 25,106, (16.31%) Nil 40,000,000 Matrix Excelcon Purchase of cements, ceiling, steel bar, steel mesh ceramic tiles, reinforced concrete piles, plywood T&T Cahaya Murni Sdn Bhd 35,000,000 17,139, (51.03%) Nil 35,000,000 Matrix Excelcon Transport services Y&N Hardware Trading 500,000 3, (99.2%) Nil 150,000 BSSD Rental of a retail space by BSSD from Takrif Maksimum Sdn Bhd utilized as its sales gallery. # Takrif Maksimum Sdn Bhd 75,000 60,000 (20%) Nil 75,000 BSSD Lead architect and architectural consultancy services. Shafikzaman & Partner Sdn. Bhd. 1,500,000 80,000 (94.67%) Nil 1,500,000 BSSD Rental of singlestorey shop office by BSSD from Low Kim Fong utilized as the Bandar Sri Sendayan site Low Kim Fong 42,000 19,600 (53.33%) Nil Nil 17

28 Subsidiary Companies of MCHB Nature of Transactions Related Party Approved Estimated Value RM Actual Value Transacted From last AGM till LPD RM Difference (%) (Below)/ Above Estimated values Reason for deviation of 10% or above the Estimated Value Proposed Mandate RM Matrix Concepts (Australia) Pty Ltd Development and management of projects, management, sales and marketing services. GXM Pty Ltd 1,000,000 AUD180,000 or equivalent to RM597,600* (40.24%) Nil 1,000,000 Matrix Excelcon Transport Services Sunmix Concrete Product Sdn Bhd 500,000 4, (99%) Nil 150,000 Notes: # The conclusion of the TwentyFirst Annual General Meeting ( 21 st AGM ) of MCHB, at which time the said authority will lapse, unless the authority is renewed by a resolution passed there at; or ^ Based on exchange rate of RM3.32 per Australian BSSD had on 29 December 2014 entered into a tenancy agreement with Low Kim Fong for the tenancy of the site office at No. 773A, Jalan Nusari Aman 3/1, Medan Nusari, Bandar Sri Sendayan, Negeri Sembilan at a monthly rental of RM2,800. The rental of the said premises is terminated with effect from 1 March Nature and Transaction Value of the Proposed New Shareholders Mandate for RRPT The Proposed New Shareholders Mandate will encompass the following RRPTs to be undertaken by the Group, with the transaction values indicated as follows: Subsidiary Companies of MCHB Nature of Transactions Related Party Proposed Mandate RM MCHB Group Supply and deliver light fittings and accessories, fittings for buildings fixtures and furniture Reka Group 1,800,000 MCHB Group Agency services for the sourcing and purchase of sales and marketing materials or collaterals Yong Moi Noi is the sisterinlaw of Dato Lee Tian Hock 1,500,000 18

29 2.1.6 Amount Due and Owing by Related Party There is no amount due from or owing to MCHB Group by the Related Parties which exceeded the credit term given arising from the RRPTs set out in Section and of Part B of this Circular Rationale for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for RRPT The RRPTs to be entered into by the Group with respect to the approval for the Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate sought are all in the ordinary course of business and reflect the potential longterm commercial relationship between the parties. It is envisaged that in the ordinary course of business of the Group, the RRPTs between the Group and the Related Parties are likely to occur with some degree of frequency and from time to time, and it may be impractical to seek shareholders approval on a case to case basis before entering into such RRPT. The RRPTs are undertake on terms that 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. All the transactions will be conducted on an arm s length basis. The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate are intended to facilitate transactions in the ordinary course of business of the Group. The Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate would avoid the necessity to convene separate general meetings from time to time to seek shareholders approval as and when the RRPT occurs or arises. This would substantially reduce administrative time, inconvenience and expenses associated with the convening of such meetings on an adhoc basis. It would also enable the Group to realize business opportunities, as and when they shall become available to the Group, in a more timely and effective manner. The RRPTs to be entered into with the Related Parties represent business decision which are undertake for legitimate and bona fide business proposes, after a thorough assessment of the merits of these proposed transactions, pursuant to the review procedures as outlined in Section 2.2 of Part B of this Circular Shareholdings of Interested Directors, Major Shareholders and Persons Connected to them The Interested Directors, Major Shareholder and Person Connected to them and their direct and indirect interests based on the Register of Director s Shareholding and Register of Substantial Shareholders as at LPD, are as follows: Name/Company Direct Indirect No. of MCHB Shares % No. of MCHB Shares % Interested Director and/or Major Shareholder Dato Lee Tian Hock (f) Dato Logendran A/L K (m) Narayanasamy 100,787, , ,041,229 (a) Interested Major Shareholders Shining Term Sdn Bhd Datin Yong Chou Lian 84,587,486 1,875, ,045,994 (c)