THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL 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. CYPARK RESOURCES BERHAD (Company No. 642994-H) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE OF UP TO 157,151,686 NEW ORDINARY SHARES IN CYPARK RESOURCES BERHAD ( CRB ) ( BONUS SHARE(S) ) ON THE BASIS OF 1 BONUS SHARE FOR EVERY 2 EXISTING CRB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER AND NOTICE OF EXTRAORDINARY GENERAL MEETING Adviser The Notice of the Extraordinary General Meeting ( EGM ) at the venue and time stated below or any adjournment thereof together with the Form of Proxy are enclosed in this Circular. If you are unable to attend and vote in person at the EGM, please complete, sign and deposit the enclosed Form of Proxy as soon as possible and in any event so as to arrive at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time of the EGM. You may attend and vote in person at the EGM, if you wish to do so, even after you have completed and lodged the Form of Proxy, as long as you revoke the appointment of your proxy prior to the EGM. Last date and time for lodging the Form of Proxy for the EGM : Monday, 26 November 2018 at 10.00 a.m. Date and time of the EGM : Wednesday, 28 November 2018 at 10.00 a.m. Venue of the EGM : Unit 307, Level 3, Block A, Phileo Damansara II, No. 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia This Circular is dated 13 November 2018
DEFINITIONS For the purpose of this Circular and the accompanying appendices, except where the context otherwise requires, or where otherwise defined herein, the following words and abbreviations shall apply throughout this Circular and shall have the following meanings: Act : Companies Act 2016 Adviser or PIVB : Public Investment Bank Berhad (20027-W) Announcement : Announcement dated 25 October 2018 in relation to the Proposed Bonus Issue Board : Board of Directors of CRB Bonus Share(s) : New CRB Shares to be issued pursuant to the Proposed Bonus Issue Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) By-Laws : The rules, terms and conditions that constitute the ESOS CDS : Central Depository System Circular : This circular to shareholders of CRB dated 13 November 2018 in relation to the Proposed Bonus Issue Constitution : Constitution or Memorandum and Articles of Association of CRB CRB or Company : Cypark Resources Berhad (642994-H) CRB Group or Group : CRB and its subsidiaries, collectively CRB Share(s) : Ordinary share(s) in CRB EGM : Extraordinary general meeting of CRB Entitled Shareholder(s) : Shareholder(s) of CRB whose names appear in the Record of Depositors of CRB as at the close of business on the Entitlement Date Entitlement Date : A date, to be determined and announced later by the Board, on which the shareholders of CRB must be registered in the Record of Depositors in order to be entitled for the Proposed Bonus Issue EPS : Earnings per CRB Share ESOS : The employees share option scheme of CRB which was implemented on 19 October 2015 ESOS Option(s) : The employees share options under the ESOS FPE : Financial period ended FYE : Financial year ended/ending, as the case may be Listing Requirements : Main Market Listing Requirements of Bursa Securities, as amended from time to time LPD : 31 October 2018, being the latest practicable date prior to the date of this Circular Main Market Main Market of Bursa Securities Market Day(s) : Any day(s) between Monday and Friday (inclusive) which is not a public holiday and on which Bursa Securities is open for trading of securities - i -
DEFINITIONS (Cont d) Maximum Scenario : Assuming that on or prior to the Entitlement Date, all of the 14,491,000 Outstanding ESOS Options are exercised, 157,151,686 Bonus Shares will be issued and the enlarged issued share capital of the Company will comprise of 471,455,058 CRB Shares Minimum Scenario : Assuming that on or prior to the Entitlement Date, none of the Outstanding ESOS Options are exercised, 149,906,186 Bonus Shares will be issued and the enlarged share capital of the Company will comprise of 449,718,558 CRB Shares NA : Net assets attributable to the shareholders of CRB Outstanding ESOS Options : 14,491,000 outstanding ESOS Options which were granted on 26 April 2017 and have yet to be exercised Proposed Bonus Issue : Proposed bonus issue of up to 157,151,686 Bonus Shares on the basis of 1 Bonus Share for every 2 existing CRB Shares held on the Entitlement Date Record of Depositors : A record consisting of names of depositors established by Bursa Depository under the Rules of Bursa Depository RM and sen : Ringgit Malaysia and sen, respectively VWAP : Volume weighted average market price Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified. Any reference of this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of a day of this Circular shall be a reference to Malaysian time, unless otherwise specified. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK - ii -
CONTENTS LETTER TO THE SHAREHOLDERS OF CRB IN RELATION TO THE PROPOSED BONUS ISSUE CONTAINING: PAGE 1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED BONUS ISSUE 2 3. RATIONALE FOR THE PROPOSED BONUS ISSUE 4 4. EFFECTS OF THE PROPOSED BONUS ISSUE 4 5. HISTORICAL SHARE PRICES 7 6. APPROVALS REQUIRED 7 7. OTHER CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED 8 8 9. DIRECTORS STATEMENT AND RECOMMENDATION 8 10. ESTIMATED TIMEFRAME FOR COMPLETION 8 11. EGM 8 12. FURTHER INFORMATION 9 APPENDIX I. FURTHER INFORMATION 10 NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED - iii -
LETTER TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED BONUS ISSUE
CYPARK RESOURCES BERHAD (Company No. 642994-H) (Incorporated in Malaysia) Registered Office: Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur 13 November 2018 Board of Directors: Tan Sri Razali bin Ismail (Executive Chairman/Non-Independent Executive Director) Dato Daud bin Ahmad (Group Chief Executive Officer/Non-Independent Executive Director) Encik Headir bin Mahfidz (Independent Non-Executive Director) Datuk Abdul Malek bin Abdul Aziz (Independent Non-Executive Director) Dato Dr. Freezailah bin Che Yeom (Independent Non-Executive Director) Encik Megat Abdul Munir bin Megat Abdullah Rafaie (Independent Non-Executive Director) To: The shareholders of CRB Dear Sir/Madam, PROPOSED BONUS ISSUE 1. INTRODUCTION On 25 October 2018, PIVB, on behalf of the Board, had announced that the Company proposed to undertake the Proposed Bonus Issue. On 5 November 2018, PIVB, on behalf of the Board, had announced that Bursa Securities had vide its letter dated 5 November 2018, approved the listing and quotation of the Bonus Shares on the Main Market of Bursa Securities, subject to the conditions as set out in Section 6 of this Circular. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE SHAREHOLDERS OF CRB WITH THE RELEVANT INFORMATION OF THE PROPOSED BONUS ISSUE AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED BONUS ISSUE TO BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR. YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX CONTAINED HEREIN CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED BONUS ISSUE AT THE FORTHCOMING EGM. - 1 -
2. DETAILS OF THE PROPOSED BONUS ISSUE 2.1 Basis and number of Bonus Shares to be issued The Proposed Bonus Issue will entail the issuance of up to 157,151,686 Bonus Shares on the basis of 1 Bonus Share for every 2 existing CRB Shares held by the Entitled Shareholders. As at the LPD, the total number of issued shares of the Company is 299,812,372 CRB Shares. In addition, as at the LPD, the Company has 14,491,000 Outstanding ESOS Options, which were granted on 26 April 2017 pursuant to the ESOS, where each ESOS option is exercisable into 1 CRB Share at an exercise price of RM2.12. For illustrative purposes, throughout this Circular, the effects of the Proposed Bonus Issue shall be based on the Minimum Scenario and Maximum Scenario: (i) (ii) Minimum Scenario - assuming that on or prior to the Entitlement Date, none of the Outstanding ESOS Options are exercised, 149,906,186 Bonus Shares will be issued and the enlarged share capital of the Company will comprise of 449,718,558 CRB Shares. Maximum Scenario - assuming that on or prior to the Entitlement Date, all of the 14,491,000 Outstanding ESOS Options are exercised, 157,151,686 Bonus Shares will be issued and the enlarged issued share capital of the Company will comprise of 471,455,058 CRB Shares. Fractional entitlements arising from the Proposed Bonus Issue, if any, shall be disregarded and dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient, and to be in the best interest of the Company and its shareholders. The Entitlement Date will be determined and announced at a later date upon receipt of all relevant approvals for the Proposed Bonus Issue. The Proposed Bonus Issue will not be implemented on a staggered basis. 2.2 Capitalisation of reserves The Proposed Bonus Issue will be fully implemented by way of capitalisation of RM0.50 for each Bonus Share of RM74,953,093 under the Minimum Scenario and RM78,575,843 under the Maximum Scenario, from the share premium account of the Company. For information purposes, RM0.50 was the par value of each CRB Share before the effective date of the Act on 31 January 2017. Based on CRB s latest audited financial statements for the FYE 31 October 2017 and the unaudited financial results for the 9-month FPE 31 July 2018, the illustrative effects of the Proposed Bonus Issue on the share premium account of CRB are as follows: Minimum Scenario Audited as at 31 October 2017 Company level RM Share premium (a) 144,160,784 Unaudited as at 31 July 2018 RM (b) 143,685,922 Less: Amount to be capitalised for the Proposed Bonus Issue (a) (74,953,093) (74,953,093) Less: Estimated expenses for the Proposed Bonus Issue (120,000) (120,000) After the Proposed Bonus Issue 69,087,691 68,612,829-2 -
Maximum Scenario Company level Audited as 31 October 2017 Share premium (a) 144,160,784 RM Unaudited as at 31 July 2018 RM (b) 143,685,922 Less: Amount to be capitalised for the Proposed Bonus Issue (a) (78,575,843) (78,575,843) Less: Estimated expenses for the Proposed Bonus Issue (120,000) (120,000) After the Proposed Bonus Issue 65,464,941 64,990,079 Notes: (a) (b) Pursuant to the Act, any amount standing to the credit of the Company s share premium account shall be consolidated as part of its share capital. However, the Company intends to utilise the 24-month period from 31 January 2017 as provided under Section 618(3)(c) of the Act to utilise its existing share premium account by undertaking the Proposed Bonus Issue. After deducting the estimated expenses in relation to the private placement exercise of CRB which had been completed on 30 July 2018 of RM474,862. The Board confirms that in accordance with Paragraph 6.30 of the Listing Requirements, the Company has sufficient reserves for capitalisation of the Bonus Shares and the reserves available to be capitalised for the Proposed Bonus Issue is unimpaired by losses on a consolidated basis based on CRB s latest audited consolidated financial statements for the FYE 31 October 2017 and the latest unaudited quarterly results for the 9-month FPE 31 July 2018. The 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 2017 for the purposes of Sections 618(3) and (4) of the Act. For information purpose, we wish to highlight that the Proposed Bonus Issue shall be undertaken via the previous framework (the par value regime) and as such, the compliance with Paragraph 6.30(1A) (i.e. pricing condition of not less than RM0.50 based on daily VWAP during the 3-month period) of the Listing Requirements is not applicable in this case. 2.3 Ranking of the Bonus Shares The Bonus Shares shall, upon allotment and issuance, rank equally in all respects with the then existing CRB Shares, save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid where the entitlement date is before the allotment date of the Bonus Shares. 2.4 Listing of and quotation for the Bonus Shares Upon obtaining all the necessary approvals, the Bonus Shares will be listed and quoted on the Main Market of Bursa Securities on the next Market Day after the Entitlement Date. The notices of allotment for the Bonus Shares will be issued and despatched to the Entitled Shareholders no later than 4 Market Days after the date of listing of and quotation for the Bonus Shares, or such other period as may be prescribed by Bursa Securities. As the CRB Shares are prescribed securities under Section 14(5) of the Security Industry (Central Depositories) Act, 1991, the Bonus Shares will be credited directly into the respective CDS accounts of the Entitled Shareholders and no physical share certificate will be issued. - 3 -
3. RATIONALE FOR THE PROPOSED BONUS ISSUE The Proposed Bonus Issue aims to reward the existing shareholders of the Company for their loyalty and continuous support by enabling them to have greater participation in the equity of the Company in terms of the number of CRB Shares held while maintaining their percentage of equity interest in CRB. After taking into consideration other options available, the Board is of the view that the Proposed Bonus Issue is an appropriate avenue for the Company to reward its existing shareholders. 4. EFFECTS OF THE PROPOSED BONUS ISSUE 4.1 Issued share capital For illustration purposes, the pro forma effects of the Proposed Bonus Issue on the issued share capital of CRB are as follows: Minimum Scenario Maximum Scenario No. of No. of CRB Shares Amount CRB Shares Amount 000 RM 000 000 RM 000 Share capital as at the LPD 299,812 374,587 299,812 374,587 To be issued assuming full exercise of the Outstanding ESOS Options - - 14,491 (a) 33,990 299,812 374,587 314,303 408,577 To be issued pursuant to the Proposed Bonus Issue 149,906 (b) (120) 157,152 (b) (120) Enlarged share capital 449,718 374,467 471,455 408,457 Notes: (a) (b) Assuming that all the Outstanding ESOS Options are exercised at the exercise price of RM2.12 per ESOS Option. After deducting the estimated expenses in relation to the Proposed Bonus Issue of approximately RM120,000. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK - 4 -
4.2 NA per CRB Share and gearing Based on the latest audited consolidated financial statements of CRB for the FYE 31 October 2017, the pro forma effects of the Proposed Bonus Issue on the NA per CRB Share and gearing of the Group are as follows: Minimum Scenario Group level Audited as at 31 October 2017 (a) After the subsequent events After the Proposed Bonus Issue RM 000 RM 000 RM 000 Share capital 288,728 374,587 (b) 374,467 Reverse acquisition reserve (36,700) (36,700) (36,700) Employee share option reserve 4,477 3,269 3,269 Retained earnings 250,729 250,729 250,729 Equity attributable to owners of the Company/NA 507,234 591,885 591,765 No. of CRB Shares in issue ( 000) 260,993 299,812 449,718 NA per CRB Share (RM) 1.94 1.97 1.32 Total borrowings (RM 000) 567,671 567,671 567,671 Gearing (times) 1.12 0.96 0.96 Notes: (a) The subsequent events effected on or after 1 November 2017 up to the LPD are arising from the issuance of the following: (i) (ii) (iii) 5,354,500 new CRB Shares pursuant to the exercise of the ESOS Options; 4,727,700 new CRB Shares pursuant to the dividend reinvestment scheme of CRB which had been completed on 29 June 2018; and 28,737,000 new CRB Shares pursuant to the private placement exercise of CRB which had been completed on 30 July 2018. (b) After deducting the estimated expenses in relation to the Proposed Bonus Issue of approximately RM120,000. Maximum Scenario Audited as at 31 October 2017 (a) After the subsequent events (b) Assuming full exercise of the Outstanding ESOS Options After the Proposed Bonus Issue Group level RM 000 RM 000 RM 000 RM 000 Share capital 288,728 374,587 408,577 (c) 408,457 Reverse acquisition reserve (36,700) (36,700) (36,700) (36,700) Employee share option reserve 4,477 3,269 - - Retained earnings 250,729 250,729 250,729 250,729 Equity attributable to owners of the Company/NA 507,234 591,885 622,606 622,486 No. of CRB Shares in issue ( 000) 260,993 299,812 314,303 471,455 NA per CRB Share (RM) 1.94 1.97 1.98 1.32 Total borrowings (RM 000) 567,671 567,671 567,671 567,671 Gearing (times) 1.12 0.96 0.91 0.91-5 -
Notes: (a) The subsequent events effected on or after 1 November 2017 up to the LPD are arising from the issuance of the following: (i) (ii) (iii) 5,354,500 new CRB Shares pursuant to the exercise of the ESOS Options; 4,727,700 new CRB Shares pursuant to the dividend reinvestment scheme of CRB which had been completed on 29 June 2018; and 28,737,000 new CRB Shares pursuant to the private placement exercise of CRB which had been completed on 30 July 2018. (b) (c) Assuming 14,491,000 new CRB Shares are issued pursuant to exercise of the Outstanding ESOS Options at an illustrative issue price of RM2.12 per CRB Share. After deducting the estimated expenses in relation to the Proposed Bonus Issue of approximately RM120,000. 4.3 Earnings and EPS The Proposed Bonus Issue will not have any material effect on the consolidated earnings of the Group for the FYE 31 October 2019. However, there will be a corresponding dilution in the EPS of the Group as a result of the increase in the number of CRB Shares in issue pursuant to the Proposed Bonus Issue. 4.4 Substantial shareholders shareholdings The Proposed Bonus Issue will not have any effect on the percentage shareholdings of the substantial shareholders of CRB. However, the number of CRB Shares held by the substantial shareholders will increase proportionately pursuant to the Proposed Bonus Issue. 4.5 Convertible Securities As at the LPD, save for the Outstanding ESOS Options, the Company does not have any convertible securities in issue. Consequential to the Proposed Bonus Issue, the number and exercise price of the granted Outstanding ESOS Options which have not been exercised prior to the Entitlement Date may be adjusted in accordance with the By-Laws constituting the ESOS. Any such adjustment will only be finalised on the Entitlement Date and will be effective on the next Market Day after the Entitlement Date, and the relevant notification will be despatched to the holders of the Outstanding ESOS Options at a later date. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK - 6 -
5. HISTORICAL SHARE PRICES 5. HISTORICAL The monthly highest SHARE and lowest PRICES closing prices of the CRB Shares as traded on Bursa Securities for the past twelve (12) months up to and including the LPD are set out in the table below: The monthly highest and lowest closing prices of the CRB Shares as traded on Bursa Securities for the past twelve (12) months up to and including the LPD are set out in the table below: High Low (RM) (RM) High Low 2017 (RM) (RM) 2017 November 2.66 2.53 November December 2.59 2.66 2.36 2.53 December 2018 2.59 2.36 2018 January 2.73 2.43 January February 2.66 2.73 2.47 2.43 February March 2.65 2.66 2.49 2.47 March April 2.54 2.65 2.22 2.49 April May 2.52 2.54 2.05 2.22 May June 2.45 2.52 2.16 2.05 June July 2.42 2.45 2.30 2.16 July August 2.49 2.42 2.37 2.30 August September 2.40 2.49 2.35 2.37 September October 2.67 2.40 2.29 2.35 October The last transacted price on 24 October 2018 (being the last trading day prior 2.67 RM2.45 2.29 to the Announcement) The last transacted price on 24 October 2018 (being the last trading day prior RM2.45 to The the last Announcement) transacted price on 31 October 2018 (being the LPD) RM2.54 The last transacted price on 31 October 2018 (being the LPD) (Source: Bloomberg) RM2.54 (Source: Bloomberg) 6. APPROVALS REQUIRED 6. 6. APPROVALS APPROVALS REQUIRED REQUIRED The Proposed Bonus Issue is conditional upon the following approvals being obtained: The The Proposed Proposed Bonus Bonus Issue Issue is is conditional conditional upon upon the the following following approvals approvals being being obtained: obtained: (i) Bursa Securities for the listing and quotation of the Bonus Shares on the Main Market of Bursa (i) (i) Bursa Bursa Securities Securities for for the the listing listing and and quotation quotation of of the the Bonus Bonus Shares Shares on on the the Main Main Market Market of of Bursa Securities, which was obtained vide its letter dated 5 November 2018 ( Approval Letter ). Bursa Securities, Securities, which which was was obtained obtained vide vide its its letter letter dated dated 5 November November 2018 2018 ( Approval ( Approval Letter ). Further, the Approval Letter stated the following: Letter ). Further, Further, the the Approval Approval Letter Letter stated stated the the following: following: Status Status of of compliance compliance Status of compliance (a) CRB and PIVB must fully comply with the relevant provisions under the To To be be complied complied (a) CRB and PIVB must fully comply with the relevant provisions under the To be complied Listing Requirements pertaining pertaining to to the the implementation implementation of of the the Proposed Proposed Listing Bonus Requirements pertaining to the implementation of the Proposed Bonus Issue; Issue; Bonus Issue; (b) CRB and PIVB to inform Bursa Securities upon the completion of the To To be be complied complied (b) CRB and PIVB to inform Bursa Securities upon the completion of the To be complied Proposed Bonus Issue; Proposed Bonus Issue; (c) CRB to furnish Bursa Securities with a written confirmation of its To To be be complied complied (c) CRB to furnish Bursa Securities with a written confirmation of its To be complied compliance with the terms terms and and conditions conditions of of Bursa Bursa Securities Securities approval approval compliance with the terms and conditions of Bursa Securities approval once the Proposed Bonus Issue is completed; and once the Proposed Bonus Issue is completed; and (d) CRB and PIVB are required to make the relevant announcements Noted and to be (d) CRB and PIVB are required to make the relevant announcements Noted and to be pursuant to Paragraphs 6.35(2)(a)&(b) and 6.35(4) of the Listing complied pursuant to Paragraphs 6.35(2)(a)&(b) and 6.35(4) of the Listing complied Requirements. Requirements. (ii) (ii) the the shareholders shareholders of of CRB CRB at at the the forthcoming forthcoming EGM; EGM; and and (iii) (iii) any any other other relevant relevant authorities authorities and/or and/or parties, parties, if if required. required. The The Proposed Proposed Bonus Bonus Issue Issue is is not not conditional conditional upon upon any any other other corporate corporate exercise exercise undertaken undertaken or or to to be be undertaken undertaken by by the the Company. Company. - 7 - - 7 -
7. OTHER CORPORATE EXERCISES ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Bonus Issue which is the subject matter of this Circular, there is no other corporate exercise that has been announced but not yet completed as at the date of this Circular. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, major shareholders of CRB and/or persons connected to them has any interest, either direct or indirect, in the Proposed Bonus Issue, apart from their respective entitlements under the Proposed Bonus Issue as shareholders of CRB, for which all other Entitled Shareholders are similarly entitled. 9. DIRECTORS STATEMENT AND RECOMMENDATION The Board, having considered all aspects of the Proposed Bonus Issue, including the rationale and effects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interest of the Company and its shareholders. Accordingly, the Board recommends that you vote in favour of the resolution pertaining to the Proposed Bonus Issue to be tabled at the forthcoming EGM. 10. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed Bonus Issue is expected to be completed in the 4 th quarter of 2018. The tentative timetable in relation to the implementation of the Proposed Bonus Issue is as follows: Tentative timing Events 28 November 2018 EGM End November 2018 Announcement of Entitlement Date Mid December 2018 Entitlement Date Listing of and quotation for the Bonus Shares Completion of the Proposed Bonus Issue 11. EGM The Company s forthcoming EGM will be held at Unit 307, Level 3, Block A, Phileo Damansara II, No. 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 28 November 2018 at 10.00 a.m for the purpose of considering and if thought fit, to pass with or without modifications, the resolution to give effect to the Proposed Bonus Issue. The notice and form of proxy are enclosed in this Circular. If you are unable to attend and vote in person at the forthcoming EGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions stated therein as soon as possible so as to reach the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than 48 hours before the time set for holding the EGM or at any adjournment thereof. The lodging of the form of proxy does not preclude you from attending and voting in person at the EGM should you subsequently decide to do so, as long as you revoke the appointment of your proxy prior to the EGM. - 8 -
12. FURTHER INFORMATION You are advised to refer to the Appendix set out in this Circular for further information. Yours faithfully, For and on behalf of the Board CYPARK RESOURCES BERHAD Dato Daud bin Ahmad Group Chief Executive Officer/Non-Independent Executive Director - 9 -
APPENDIX I FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given. The Board confirms that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular misleading. 2. CONSENT PIVB, acting as the Adviser for the Proposed Bonus Issue, has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form and context in which they appear in this Circular. 3. CONFLICT OF INTEREST PIVB has given its confirmation and is not aware of any circumstances that exist or are likely to exist which would give rise to a possible conflict of interest situation as the Adviser to CRB in connection with the Proposed Bonus Issue. 4. MATERIAL COMMITMENTS Save as disclosed below, as at the LPD, there are no material commitments incurred or known to be incurred by the Group for which, upon becoming enforceable, may have a material impact on the financial results/position of the Group: Capital expenditure RM 000 Approved and contracted for: - Intangible assets 28,070 5. CONTINGENT LIABILITIES Save as disclosed below, as at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred by the Group for which, upon becoming enforceable, may have a material impact on the financial results/position of the Group: RM 000 Secured: - Performance bonds / Tender bonds / Other bonds / Bank guarantees favouring 43,900 Government and other Government bodies in respect of various projects 6. MATERIAL LITIGATION As at the LPD, CRB and/or its subsidiaries are not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant and the Directors have no knowledge of any proceedings pending or threatened against the Company and/or its subsidiaries or of any fact likely to give rise to any proceedings which might adversely and materially affect the financial position or business of the Company and/or its subsidiaries. - 10 -
APPENDIX I FURTHER INFORMATION (Cont d) 7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of CRB from Mondays to Fridays (excluding public holidays) during normal business hours for a period commencing from the date of this Circular up to and including the date of the forthcoming EGM: (i) the Constitution; (ii) the audited financial statements of CRB for the past two (2) FYE 31 October 2016 and 31 October 2017, as well as the Company s latest unaudited quarterly results for the FPE 31 July 2018; and (iii) the letter of consent as referred to in Section 2 above. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK - 11 -
CYPARK RESOURCES BERHAD (Company No. 642994-H) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Cypark Resources Berhad ( CRB or Company ) will be held at Unit 307, Level 3, Block A, Phileo Damansara II, No. 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 28 November 2018 at 10.00 a.m for the purpose of considering and, if thought fit, passing the following Ordinary Resolution, with or without modifications: ORDINARY RESOLUTION PROPOSED BONUS ISSUE OF UP TO 157,151,686 NEW ORDINARY SHARES IN CRB ( CRB SHARE(S) ) ( BONUS SHARE(S) ) ON THE BASIS OF 1 BONUS SHARE FOR EVERY 2 EXISTING CRB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( ENTITLEMENT DATE ) ( PROPOSED BONUS ISSUE ) THAT, subject to the approval of Bursa Malaysia Securities Berhad in respect of the listing of and quotation for up to 157,151,686 Bonus Shares by CRB pursuant to the Proposed Bonus Issue, approval be and is hereby given to the Directors of the Company to capitalise a sum of up to RM78,575,843 from the share premium account of the Company as set out in the circular to the shareholders of CRB dated 13 November 2018; AND THAT the Directors of the Company be and are hereby authorised to apply such capitalisation sum for the issuance of up to 157,151,686 Bonus Shares credited as fully paid-up and such Bonus Shares to be allotted and issued to the persons who are registered as shareholders of the Company and whose name appear in the Record of Depositors at the close of business on an entitlement date to be determined and announced later by the Board of Directors of CRB ( Board ), on the basis of 1 Bonus Share for every 2 existing CRB Shares held; AND THAT fractional entitlements arising from the Proposed Bonus Issue, if any, shall be disregarded and dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient, and to be in the best interest of the Company and its shareholders; AND THAT such Bonus Shares shall, upon allotment and issue, rank equally in all respects with the then existing CRB Shares, save and except that the Bonus Shares shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid where the entitlement date is before the allotment date of the Bonus Shares; AND THAT the Directors of the Company be and are hereby empowered and authorised to take all such steps and do all such acts, deeds and things and to execute, sign and deliver on behalf of the Company all necessary documents to give full effect to and for the purpose of completing and/or implementing the Proposed Bonus Issue with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or permitted by the relevant authorities or as a consequence of any such requirement as may be deemed necessary and/or expedient in the best interests of the Company. By Order of the Board CHUA SIEW CHUAN (MAICSA 0777689) YEOW SZE MIN (MAICSA 7065735) Company Secretaries Kuala Lumpur 13 November 2018
Notes: (i) In respect of deposited securities, only members whose names appear in the Record of Depositors as at 21 November 2018 shall be eligible to attend the Meeting. (ii) (iii) (iv) (v) A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or more proxies to attend and vote in his stead. Where a member/shareholder appoints more than one (1) proxy to attend and vote at the Meeting, such appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. Where a shareholder of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 ( SICDA ) which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a shareholder is an authorised nominee as defined under SICDA, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority, shall be deposited at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. Personal Data Privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty.
CYPARK RESOURCES BERHAD (Company No. 642994-H) (Incorporated in Malaysia) I/We (INSERT FULL NAME IN BLOCK CAPITAL) NRIC (New)/Company No. of (FULL ADDRESS) being a member/members of CYPARK RESOURCES BERHAD hereby appoint* (INSERT FULL NAME IN BLOCK CAPITAL) NRIC (New) No. of (FULL ADDRESS) and/or (INSERT FULL NAME IN BLOCK CAPITAL) NRIC (New) No.. of (FULL ADDRESS) # to put on a separate sheet where there are more than two (2) proxies or failing him/her, the Chairman of the Meeting as *my/our proxy/proxies to attend and vote for *me/us on *my/our behalf, at the Extraordinary General Meeting of the Company to be held at Unit 307, Level 3, Block A, Phileo Damansara II, No. 15, Jalan 16/11, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 28 November 2018 at 10.00 a.m., to vote as indicated below: RESOLUTION FOR AGAINST Ordinary Resolution Proposed Bonus Issue (Please indicate with an "X" in the space provided above on how you wish your vote to be cast. If you do not do so, the Proxy(ies) will vote or abstain from voting at his/her discretion.) Dated this day of 2018 Signature of Member / Common Seal No. of ordinary shares held : CDS Account No. : Proportion of shareholdings to be represented by proxies Contact No. : : First Proxy : % Second Proxy: % # to put proportion on a separate sheet where there are more than two (2) proxies
Notes: (i) In respect of deposited securities, only members whose names appear in the Record of Depositors as at 21 November 2018 shall be eligible to attend the Meeting. (ii) (iii) (iv) (v) A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or more proxies to attend and vote in his stead. Where a member/shareholder appoints more than one (1) proxy to attend and vote at the Meeting, such appointment shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. Where a shareholder of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 ( SICDA ) which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a shareholder is an authorised nominee as defined under SICDA, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority, shall be deposited at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting or any adjournment thereof. Personal Data Privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty.
Fold this flap for sealing Then fold here AFFIX STAMP The Company Secretary CYPARK RESOURCES BERHAD (642994-H) c/o Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur 1st fold here