THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD FOLLOW, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. IF YOU HAVE SOLD OR TRANSFERRED ALL YOUR SHARES IN DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD (12994-W), YOU SHOULD AT ONCE HAND THIS CIRCULAR TOGETHER WITH THE ENCLOSED FORM OF PROXY TO THE AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR ONWARD TRANSMISSION TO THE PURCHASER OR TRANSFEREE. Kuala Lumpur Stock Exchange 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. DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD (Company No.: 12994-W) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS in relation to the Proposed Increase in Authorised Share Capital to RM200,000,000 comprising 200,000,000 Ordinary Shares of RM1.00 Each; And Proposed Bonus Issue Of Up To 25,313,688 New Ordinary Shares Of RM1.00 Each To The Existing Shareholders Of The Company To Be Credited As Fully Paid-Up On The Basis Of One (1) New Ordinary Share of RM1.00 Each For Every Three (3) Existing Ordinary Shares of RM1.00 Each Held And Notice of Extraordinary General Meeting Advised by The Notice convening an Extraordinary General Meeting of DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD to be held at Straits 1, Level 7, The Golden Legacy Hotel Melaka, Jalan Hang Tuah, 75300 Melaka on Wednesday, 9 th October 2002 at 10.00 a.m. for the purpose of considering the abovementioned proposals is enclosed in this Circular. A Proxy Form is enclosed which you are urged to complete and deposit at the Registered Office of the Company not later than forty-eight (48) hours before the time set for holding the meeting. 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. This Circular is dated 24 September 2002
DEFINITIONS In this Circular and the accompanying appendices, the following abbreviations shall have the following meanings unless otherwise stated: Act Aseambankers Board or Board of Directors Bonus Shares CDS Daibochi or the Company Daibochi Group or the Group EGM Entitlement Date or Book Closure Date Entitled Shareholders ESOS KLSE Market Day MCD NTA Proposed Bonus Issue Proposed Increase in Authorised Share Capital Proposals RM and sen SC Share(s) : The Malaysian Companies Act, 1965 as amended from time to time and any re-enactment thereof : Aseambankers Malaysia Berhad (15938-H) : The Board of Directors of Daibochi : Up to 25,313,688 new ordinary shares of RM1.00 each to be issued pursuant to the Proposed Bonus Issue Central Depository System : Daibochi Plastic And Packaging Industry Berhad (12994-W), a company incorporated in Malaysia : Daibochi and its subsidiary companies as defined in Section 5 of the Act : Extraordinary General Meeting : The date on which the Company s Register of Members or Record of Depositors with MCD will be closed to determine the entitlement of the shareholders of the Company to the Proposed Bonus Issue : Shareholders whose names appear on the Register of Members and/or Record of Depositors on the Entitlement Date : Employee Share Option Scheme of Daibochi which was launched on 7 October 1999 : Kuala Lumpur Stock Exchange (30632-P) : Any day between Monday and Friday (inclusive), which is not a market holiday or public holiday, and on which day the KLSE is open for trading of securities : Malaysian Central Depository Sdn Bhd (165570-W) : Net Tangible Assets : Proposed bonus issue of up to 25,313,688 new ordinary shares of RM1.00 each to be credited as fully paid-up shares to the shareholders of the Company on the basis of one (1) new ordinary share for every three (3) existing ordinary shares held on the Entitlement Date : Proposed increase in authorised share capital from RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each to RM200,000,000 comprising 200,000,000 ordinary shares of RM1.00 each : The Proposed Bonus Issue and Proposed Increase in Authorised Share Capital collectively : Ringgit Malaysia and sen respectively : Securities Commission : Ordinary share(s) of RM1.00 each in the Company In this Circular, unless there is something in the subject or context inconsistent herewith, the singular includes the plural, references to gender include both genders and the neuter.
CONTENTS LETTER TO SHAREHOLDERS Page 1. INTRODUCTION...1 2. THE PROPOSED BONUS ISSUE...2 2.1 TERMS OF THE PROPOSED BONUS ISSUE...2 2.2 STATUS OF THE BONUS SHARES...3 2.3 RATIONALE FOR THE PROPOSED BONUS ISSUE...3 3. THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL...4 3.1 DETAILS OF THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL...4 3.2 RATIONALE...4 4. FINANCIAL EFFECTS OF THE PROPOSALS...4 4.1 SHARE CAPITAL...4 4.2 EARNINGS...5 4.3 NTA...5 4.4 DIVIDENDS...6 4.5 SUBSTANTIAL SHAREHOLDING STRUCTURE...6 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS...6 5.1 PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL...6 5.2 PROPOSED BONUS ISSUE...6 6. CONDITIONS TO THE PROPOSALS...7 7. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION...7 8. ADJUSTMENT TO THE NUMBER AND EXERCISE PRICE FOR ESOS...7 9. ADJUSTMENT TO THE NUMBER AND EXERCISE PRICE FOR WARRANTS...7 10. DIRECTORS RECOMMENDATION...8 11. EXTRAORDINARY GENERAL MEETING...8 12. FURTHER INFORMATION...8 APPENDIX FURTHER INFORMATION...9 NOTICE OF EXTRAORDINARY GENERAL MEETING...10 FORM OF PROXY (Enclosed)
DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD (Company No.: 12994-W) (Incorporated in Malaysia under The Companies Act, 1965) Registered Office : Kompleks Daibochi Plastic Lot 3 & 7, Air Keroh Industrial Estate Phase IV, 75450 Melaka DIRECTORS: 24 September 2002 Y.Bhg. Tan Sri Dato' Dr. Abdul Khalid bin Sahan (Chairman) Y.Bhg. Datuk Haji Tamby Chik bin Haji Hassan Yong Jaw Teck Y.Bhg Datuk Wong Soon Lim Low Chan Koon Low Chan Tian Tan Gaik Hong Y.Bhg Maj. Gen. (Rtd) Dato Haji Johan Hew Bin Abdullah To: The Shareholders of Daibochi Plastic And Packaging Industry Berhad Dear Sirs / Madams DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD Proposed Increase in Authorised Share Capital to RM200,000,000 comprising 200,000,000 Ordinary Shares of RM1.00 Each; and Proposed Bonus Issue Of Up To 25,313,688 New Ordinary Shares Of RM1.00 Each To The Existing Shareholders Of The Company To Be Credited As Fully Paid-Up On The Basis Of One (1) New Ordinary Share of RM1.00 Each For Every Three (3) Existing Ordinary Shares of RM1.00 Each Held. 1. INTRODUCTION Aseambankers on behalf of your Board had on 24 June 2002 announced that the Company proposed to undertake the following corporate exercises: (a) (b) a proposed increase in authorised share capital from RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each to RM200,000,000 comprising 200,000,000 ordinary shares of RM1.00 each in Daibochi; and a proposed bonus issue of up to 25,313,688 new ordinary shares of RM1.00 each on the basis of one (1) new ordinary share for every three (3) existing ordinary shares held on the Entitlement Date. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE RELEVANT INFORMATION ON THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND PROPOSED BONUS ISSUE AND TO SEEK YOUR APPROVAL FOR THE ORDINARY RESOLUTIONS TO BE TABLED AT THE FORTHCOMING EGM. A NOTICE OF THE EGM IS SET OUT IN THIS CIRCULAR. 1
2. THE PROPOSED BONUS ISSUE 2.1 Terms of the Proposed Bonus Issue The Proposed Bonus Issue will entail the issuance of up to 25,313,688 new ordinary shares of RM1.00 each to be credited as fully paid-up on the basis of one (1) new ordinary share for every three (3) existing ordinary shares of RM1.00 each held by the shareholders of Daibochi whose names appear on the Register of Members and/or Record of Depositors on the Entitlement Date. Such Entitlement Date shall be determined after the relevant announcement on the Book Closure Date. The number of new shares to be issued pursuant to the Proposed Bonus Issue is based on the issued and paid-up share capital of 55,948,626 ordinary shares as at 30 August 2002, 2,586,400 outstanding ESOS options as at 30 August 2002, which are exercisable into 2,586,400 new ordinary shares of RM1.00 each in Daibochi, by the employees and a total of 17,406,038 unexercised warrants as at 30 August 2002 which are exercisable into 17,406,038 new ordinary shares of RM1.00 each. The number of Bonus Shares to be issued pursuant to the Proposed Bonus Issue will be dependent on the share capital of the Company as at Book Closure Date (which will be determined after the EGM), which includes the number of ESOS options and unexercised warrants that have been exercised. Based on the audited financial statements of Daibochi as at 31 December 2001, the Proposed Bonus Issue will be effected by capitalising up to RM25,313,688 in the Retained Profits Account of the Company, which stood at approximately RM32.078 million. The movements in the Retained Profits Account of Daibochi pursuant to the Proposed Bonus Issue are as follows: a) Assuming that all the 2,586,400 ESOS options and 17,406,038 unexercised warrants are fully exercised RM Balance as at 31 December 2001 (Audited) 32,078,000 Less : Amount to be capitalised for the Proposed Bonus Issue (25,313,688) Outstanding balance after Proposed Bonus Issue 6,764,312 b) Assuming that none of the 2,586,400 ESOS options and 17,406,038 unexercised warrants are exercised RM Balance as at 31 December 2001 (Audited) 32,078,000 Less : Amount to be capitalised for the Proposed Bonus Issue (18,649,542) Outstanding balance after Proposed Bonus Issue 13,428,458 The Proposed Bonus Issue will be offered to the shareholders whose names appear on the Register of Members on Book Closure Date, (except for MCD Nominees) including holders of securities accounts whose names appear in the Record of Depositors, a record provided by MCD to the Company. Fractions of new ordinary shares shall be disregarded and your Board reserve the right to deal with such new ordinary shares, which represents fractional interests in such manner, and on such terms they deem beneficial to the Company. 2
The KLSE has already prescribed the securities of Daibochi to be deposited with MCD where the Securities Industry (Central Depositories) Act, 1991 and the Rules of the MCD shall apply in respect of dealings of the prescribed securities. Accordingly, the new ordinary shares to be issued pursuant to the Proposed Bonus Issue will be credited directly into the respective depositor s securities accounts, and no physical share certificate will be issued. Within ten (10) market days of the Book Closing Date for the Proposed Bonus Issue or such other period as may be prescribed by KLSE, Daibochi will: (a) (b) (c) allot and issue securities; despatch notices to the allottees; and make an application for the quotation of those securities. Details of the highest and lowest share price of Daibochi s shares for the twelve (12) months ended 31 August 2002 is as follows: Month Low (RM) High (RM) September 2001 0.90 1.57 October 2001 1.00 1.20 November 2001 1.10 1.48 December 2001 1.20 1.70 January 2002 1.28 1.48 February 2002 1.25 1.36 March 2002 1.21 1.40 April 2002 1.29 1.60 May 2002 1.28 1.45 June 2002 1.29 1.37 July 2002 1.25 1.40 August 2002 1.27 1.35 Source: Investors Digest & Bloomberg The share price of Daibochi s share as at 24 June 2002 (being date of announcement of the Proposed Bonus Issue) and 30 August 2002 (being last practicable date prior to printing of this Circular) is RM1.30 and RM1.27, respectively. 2.2 Status of the Bonus Shares The Bonus Shares shall, upon issue and allotment, rank pari passu in all respects with the then existing Daibochi shares, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared prior to the date of allotment of the new ordinary shares. The Book Closure Date will be determined subsequent to the holding of the Company s EGM. 2.3 Rationale for the Proposed Bonus Issue The rationale for the Proposed Bonus Issue is as follows: i. to increase the capital base of Daibochi to a level which would better reflect the Company s scale of operations; ii. to enhance marketability and liquidity of Daibochi shares in the market; 3
iii. iv. to reward the existing shareholders of Daibochi for their support by enabling them to have greater participation in the equity of the Company in terms of the number of shares held; and to increase the issued and paid-up share capital of Daibochi to meet the requirements for listing on the Main Board of the KLSE. 3. THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL 3.1 Details of the Proposed Increase in Authorised Share Capital The present authorised share capital of Daibochi is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each. The Company proposes to increase its authorised share capital to RM200,000,000 ordinary shares comprising 200,000,000 ordinary shares of RM1.00 each. 3.2 Rationale The Proposed Increase In Authorised Share Capital will enable the Company to accommodate increases in the share capital of the Company resulting from the Proposed Bonus Issue as well as to facilitate any future increases in the share capital of Daibochi. 4. FINANCIAL EFFECTS OF THE PROPOSALS The effects of the Proposals on the share capital, earnings, NTA and dividends of Daibochi Group are as follows: 4.1 Share Capital The Proposed Increase in Authorised Share Capital will increase the authorised share capital of Daibochi from RM100,000,000 to RM200,000,000. The issued and paid-up share capital of Daibochi will be increased pursuant to the Proposed Bonus Issue as follows: 4.1.1 Assuming that all the 2,586,400 ESOS options and 17,406,038 unexercised warrants are fully exercised on or before Book Closure Date: Ordinary shares of RM1.00 each Percentage of enlarged share capital Existing as at 30 August 2002 55,948,626 55.25 Upon full exercise of the remaining ESOS 2,586,400 2.55 shares Upon full exercise of the remaining warrants 17,406,038 17.20 75,941,064 75.00 Ordinary shares to be issued pursuant to the 25,313,688 25.00 Proposed Bonus Issue Enlarged issued and paid-up share capital 101,254,752 100.00 4
4.1.2 Assuming that none of the 2,586,400 ESOS options and 17,406,038 unexercised warrants are exercised on or before Book Closure Date: 4.2 Earnings 4.3 NTA Ordinary shares of RM1.00 each Percentage of enlarged share capital Existing as at 30 August 2002 55,948,626 75.00 Upon full exercise of the remaining ESOS - - shares Upon full exercise of the remaining warrants - - 55,948,626 75.00 Ordinary shares to be issued pursuant to the 18,649,542 25.00 Proposed Bonus Issue Enlarged issued and paid-up share capital 74,598,168 100.00 The Proposed Increase in Authorised Share Capital will not have any effect on the earnings of the Group. The Proposed Bonus Issue will not have any effect on the earnings of Daibochi Group for the financial year ending 31 December 2002. However, the earnings per share will correspondingly be reduced as a result of the increase in the issued and paid-up share capital of Daibochi pursuant to the Proposed Bonus Issue. The Proposed Increase in Authorised Share Capital will not have any effect on the NTA of the Group. The Proposed Bonus Issue will not have any material effect on the NTA of the Daibochi Group. However, the NTA per share of Daibochi will correspondingly be reduced as a result of the increase in the issued and paid-up share capital of Daibochi pursuant to the Proposed Bonus Issue. Based on the audited consolidated balance sheet of Daibochi as at 31 December 2001 and on the assumption that the Proposed Bonus Issue are effected as at that date, the proforma effects on the consolidated NTA of Daibochi are set out as follows: (a) Assuming that all the outstanding options under the ESOS and unexercised warrants are exercised on or before Book Closure Date: Audited As At 31 December 2001 5 (A) After Full Exercise Of ESOS 1 (B) After (A) And Full Exercise of Warrants 2 (C) After (B) And Proposed Bonus Issue RM 000 RM 000 RM 000 RM 000 Share Capital 55,603 58,535 75,941 101,255 Share Premium 1,179 1,355 17,717 a 17,517 Retained Profits 32,078 32,078 32,078 6,764 Shareholders Equity/NTA 88,860 91,968 125,736 125,536 NTA per share (RM) 1.60 1.57 1.66 1.24
Notes: 1 2 a (b) Assuming unexercised ESOS options amounting to 2,586,400 are exercised at RM1.06. Assuming unexercised warrants amounting to 17,406,038 are exercised at RM1.94. Net of estimated expenses for the Proposed Bonus Issue amounting to approximately RM200,000. Assuming none of the outstanding options under the ESOS and unexercised warrants are exercised on or before Book Closure Date: Audited As At 31 December 2001 RM 000 After the Proposed Bonus Issue RM 000 Share Capital 55,603 74,137 Share Premium 1,179 a 979 Retained Profits 32,078 13,544 Shareholders Equity/NTA 88,860 88,660 NTA per share (RM) 1.60 1.20 Notes: a Net of estimated expenses for the Proposed Bonus Issue amounting to approximately RM200,000. 4.4 Dividends Daibochi has declared a tax-exempt dividend of 3% or 3 sen per share in respect of the financial year ended 31 December 2001. Barring any unforeseen circumstances, the Board expects the Company to be in a position to maintain the same quantum of dividend for the financial year ending 31 December 2002. 4.5 Substantial Shareholding Structure The Proposed Increase in Authorised Share Capital will not have any effect on the substantial shareholding structure of the Group. The Proposed Bonus Issue will not have any effect on the substantial shareholding structure of the Group. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 5.1 Proposed Increase In Authorised Share Capital None of the Directors and/or major shareholders of Daibochi and persons connected to them have any interest, direct or indirect, in the Proposed Increase In Authorised Share Capital. 5.2 Proposed Bonus Issue None of the Directors and/or major shareholders of Daibochi and persons connected to them have any interest, either direct or indirect, in the Proposed Bonus Issue beyond their entitlement under the Proposed Bonus Issue for which all existing shareholders of the Company are entitled to. 6
6. CONDITIONS TO THE PROPOSALS The Proposed Increase in Authorised Share Capital is subject to the following approvals being obtained: i. the shareholders of Daibochi at an EGM to be convened; and ii. any other approvals from the relevant authorities, if necessary. The Proposed Bonus Issue is subject to the following approvals: i. the KLSE for the listing of and quotation for the Bonus Shares on the KLSE; ii. iii. shareholders of the Company at the forthcoming EGM to be convened; and any other relevant authorities (if required). 7. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION Save for the Proposed Bonus Issue and Proposed Increase in Authorised Share Capital and together with the proposal below, there are no outstanding proposals announced but pending implementation as at the date of this circular. Proposed Transfer of the Listing Of the Company s Entire Enlarged Issued and Paid-Up Share Capital from the Second Board to the Main Board of the KLSE. 8. ADJUSTMENT TO THE NUMBER AND EXERCISE PRICE FOR ESOS In accordance with Clause 14 of the ESOS Bye-Laws, an adjustment to the number and exercise price for the outstanding ESOS of 2,586,400 as at 30 August 2002 will be made upon issuance of the new ordinary shares of RM1.00 each pursuant to the Proposed Bonus Issue in the event that none of the ESOS option holder exercises his/her option on or before the Book Closure Date. Daibochi will inform the holders of the unexercised ESOS of the requisite adjustments immediately after finalisation of the adjustments on Book Closure Date. 9. ADJUSTMENT TO THE NUMBER AND EXERCISE PRICE FOR WARRANTS In accordance with the provisions of the Deed Poll dated 6 December 1993, the Supplemental Deed Poll dated 13 June 1997 and the Second Supplemental Deed Poll dated 15 January 1999 which constituted the existing outstanding warrants, an adjustment to the number and exercise price for the existing outstanding warrants of 17,406,038 as at 30 August 2002 will be made upon issuance of the new ordinary shares of RM1.00 each pursuant to the Proposed Bonus Issue. For those warrant holders who do not exercise their warrants on or before Book Closure Date, there will be adjustments made as the warrants are governed by the provisions of the Deed Poll executed by Daibochi. According to the Deed Poll, warrant holder will not be entitled to the Proposed Bonus Issue but adjustments will be made to the exercise 7
price of warrants and the number of warrants currently in issue. This is to counter the dilution in the interests of warrant holders in the share capital of Daibochi, which would result when the Proposed Bonus Issue is implemented. The adjustments will only be finalised on Book Closure Date for the Proposed Bonus Issue and will be effective on the day following the said date. The Company will issue an Information Circular to warrant holders explaining the mechanism for the adjustments in compliance with the Deed Poll immediately after finalisation of the adjustments on Book Closure Date. 10. DIRECTORS RECOMMENDATION Having considered all the above, your Board is of the opinion that the Proposed Bonus Issue and Proposed Increase in Authorised Share Capital is in the best interest of the Company and therefore recommend you to vote in favour of the resolutions pertaining to the above proposals to be tabled at the forthcoming EGM. 11. EXTRAORDINARY GENERAL MEETING For the purpose of considering and if thought fit, passing the ordinary resolutions to give effect to the Proposed Bonus Issue and Proposed Increase in Authorised Share Capital, an EGM, the notice of which is enclosed with this Circular, will be held at Straits 1, Level 7, The Golden Legacy Hotel Melaka, Jalan Hang Tuah, 75300 Melaka on Wednesday, 9 th October 2002 at 10.00 a.m. or any adjournment thereof. If you are unable to attend and vote in person at the EGM, you are requested to complete, sign and return the enclosed Form of Proxy in accordance with the instructions printed therein as soon as possible, so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours before the time set for the meeting. The completion and return of the Form of Proxy does not preclude you from attending and voting in person at the meeting if you subsequently wish to do so. 12. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendix for further information. Yours faithfully For and on behalf of the Board of Directors DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD Tan Sri Dato' Dr. Abdul Khalid bin Sahan Chairman 8
FURTHER INFORMATION APPENDIX 1. DIRECTORS RESPONSIBILITY 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 in this Circular and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION The Daibochi Group is not engaged in any material litigation, claims or arbitration either as plaintiff or defendant as at the date of this Circular and the Directors do not have any knowledge of any proceedings, pending or threatened, against the Group or of any facts likely to give rise to any proceedings which might materially affect the position or business of the Daibochi Group. 3. MATERIAL CONTRACTS Save as disclosed below, there are no material contracts entered into by Daibochi and its subsidiaries, within two (2) years preceding the date of the circular which are not in the ordinary course of business. Shareholders agreement dated 4 March 2002 with Caretona Pty Ltd and Rosewood Meadows Pty Ltd for the purpose of regulating their relationship as shareholders in the joint venture known as Daibochi Australia Pty Ltd ( DAPL ). Daibochi had acquired 51% equity interest in the issued and paid-up share capital of DAPL amounting to AUD200 for a purchase consideration sum of RM199 paid in cash. 4. MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURE Save as disclosed in the audited financial statements for the financial year ended 31 December 2001, there are no other material commitments for capital expenditure incurred or known to be incurred by the Company or its subsidiary companies which may have a substantial impact on the results or the financial position of the Company as at the date of this Circular. 5. CONSENT The written consent of Aseambankers to the inclusion in this Circular of its name as Adviser in the form and context in which it appears has been given and has not been subsequently withdrawn before the issue of this Circular. 6. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Kompleks Daibochi Plastic, Lot 3 & 7 Air Keroh Industrial Estate, Phase IV, 75450 Melaka, following the date of this Circular from Mondays to Fridays (except Public Holidays) during business hours up to and including the date of the EGM: i. the Memorandum and Articles of Association of Daibochi; ii. the audited financial statements of Daibochi for the three (3) financial years ended 31 December 1999 to 31 December 2001; iii. the unaudited financial statement of Daibochi for the period ended 30 June 2002; iv. the material contract referred to in Section 3 above; and v. letter of consent referred to in Section 5 above. 9
DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD (Company No : 12994-W) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the shareholders of Daibochi Plastic And Packaging Industry Berhad will be held at Straits 1, Level 7, The Golden Legacy Hotel Melaka, Jalan Hang Tuah, 75300 Melaka on Wednesday, 9 th October 2002 at 10.00 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the following ORDINARY RESOLUTIONS: ORDINARY RESOLUTION 1 PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL THAT the authorised share capital of the Company be increased from Ringgit Malaysia One Hundred Million (RM100,000,000) comprising One Hundred Million (100,000,000) ordinary shares of RM1.00 each to Ringgit Malaysia Two Hundred Million (RM200,000,000) comprising Two Hundred Million (200,000,000) ordinary shares of RM1.00 each AND THAT Clause 5 of the Memorandum of Association of the Company and other relevant documents be hereby amended accordingly. ORDINARY RESOLUTION 2 PROPOSED BONUS ISSUE THAT subject to the passing of Ordinary Resolution 1 above and subject to the approvals from the relevant authorities being obtained including approval in-principle from the Kuala Lumpur Stock Exchange for the listing of and quotation for up to 25,313,688 new ordinary shares of RM1.00 each, approval be and is hereby given to the Board of Directors to capitalise up to RM25,313,688 in the Retained Profits Account of the Company as at 31 December 2001 which stood at approximately RM32.078 million, and that the same be applied in making payment in full at par up to 25,313,688 new ordinary shares to be distributed and credited as fully paid-up to shareholders of the Company whose names appear on the Register of Members and / or Record of Depositors at the close of business of the Company on a date to be determined later by the Board of Directors in the proportion of one (1) new ordinary share for every three (3) existing ordinary shares of RM1.00 each of the Company held by the shareholders of the Company at a date to be determined later ( Proposed Bonus Issue ) and that such new ordinary shares shall upon issue and allotment, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared prior to the date of allotment of the new ordinary shares AND THAT the Directors be and are hereby authorised to give effect to and implement the aforesaid Proposed Bonus Issue with full power to assent to any conditions, modifications, variations and / or amendments in any manner as may be required by the relevant authorities. By Order of the Board Tan Gaik Hong Company Secretary Melaka 24 September 2002 Note: 1. A member of the Company is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend. A proxy need not be a member of the Company. 2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing. If the appointer is a corporation, the Form of Proxy must be executed under its Common Seal or under the hand of its attorney duly authorised. 3. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Kompleks Daibochi Plastic, Lot 3 & 7 Air Keroh Industrial Estate, Phase IV, 75450 Melaka not less than forty-eight (48) hours before the time appointed for holding the meeting. 10
DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD (Company No : 12994-W) (Incorporated in Malaysia under the Companies Act, 1965) FORM OF PROXY I/We... (FULL NAME IN BLOCK CAPITALS) of... (FULL ADDRESS) being a member of DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BHD (12994-W), hereby appoint(s)...... (FULL NAME IN BLOCK CAPITALS) of...or (FULL ADDRESS) failing him/her, THE CHAIRMAN OF THE MEETING as my proxy to vote for me on my behalf at the Extraordinary General Meeting of the Company to be held at will be held at Straits 1, Level 7, The Golden Legacy Hotel Melaka, Jalan Hang Tuah, 75300 Melaka on Wednesday, 9 th October 2002 at 10.00 a.m. or any adjournment thereof. My/our proxy is to vote on the Resolutions as indicated by an X in the appropriate spaces below. If this form is returned without any indication as to how the proxy shall vote, the proxy shall vote or abstain as he/she thinks fit. ORDINARY RESOLUTION 1 - Proposed Increase in Authorised Share Capital ORDINARY RESOLUTION 2 - Proposed Bonus Issue FOR AGAINST Dated this... day of... 2002 No. Of Shares Held Telephone No.... Signature of Member/Seal of Shareholder Notes: 1. A member of the Company is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend. A proxy need not be a member of the Company 2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing. If the appointer is a corporation, the Form of Proxy must be executed under its Common Seal or under the hand of its attorney duly authorised. 3. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Kompleks Daibochi Plastic, Lot 3 & 7 Air Keroh Industrial Estate, Phase IV, 75450 Melaka not less than forty-eight (48) hours before the time appointed for holding the meeting.