PADINI HOLDINGS BERHAD - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank 

manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all 

your shares in PADINI HOLDINGS BERHAD, you should at once send this Circular together with the 

enclosed Form of Proxy to the agent through whom the sale or transfer was contracted for onward 

transmission to the purchaser or transferee. 

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. 

PADINI HOLDINGS BERHAD 

(50202-A) 

(Incorporated in Malaysia) 

CIRCULAR TO SHAREHOLDERS 

IN RELATION TO 

• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATES FOR 

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR 

TRADING NATURE AND PROVISION OF FINANCIAL ASSISTANCE WITHIN 

THE GROUP 

Notice of the Twenty-Fourth Annual General Meeting of PADINI HOLDINGS BERHAD to be held at No. 21 Lot 116, 

Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan on 21 December 2005 at 10:00 

a.m. to consider the above transaction under special business is set out in the Company’s Annual Report. 

A member entitled to attend and vote at the meeting is entitled to appoint a proxy/ proxies to attend and vote on his behalf. 

The Form of Proxy should be deposited at the Registered Office of the Company at No. 21 Lot 116, Jalan U1/20, Hicom 

Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan, not later than forty-eight (48) hours before the time 

set for the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the 

meeting should you subsequently wish to do so. 

Last day and time for lodging the Form of Proxy : 10:00 a.m. 19 December 2005 

This Circular is dated 29 November 2005

DEFINITIONS 

Unless where the context otherwise requires, the following definitions shall apply throughout this Circular: - 

Act : Companies Act, 1965 

Board : Board of Directors of Padini Holdings Berhad 

Director : shall have the meaning given in Section 4 of the Act and for purposes of 

the Proposed Mandates includes any person who is or was within the 

preceding 12 months of the date on which the terms of the transaction 

were agreed upon, a Director of the Company 

AGM : Annual General Meeting 

Bursa Securities : Bursa Malaysia Securities Berhad 

Listing Requirements : Listing Requirements of Bursa Securities 

Padini or the Company : Padini Holdings Berhad (Co. No. 50202-A) 

Padini Group or the Group : Padini and its subsidiaries 

PC : Padini Corporation Sdn. Bhd. (Co. No. 22159-H) 

VH : Vincci Holdings Sdn. Bhd. (Co. No. 97644-K) 

YFH : Yee Fong Hung (Malaysia) Sendirian Berhad (Co. No. 15011-U) 

SC : Seed Corporation Sdn. Bhd. (Co. No. 194391-K) 

VL : Vincci Ladies’ Specialties Centre Sdn. Bhd. (Co. No. 73404-H) 

DH : Dat Hin Garment Manufacturing Sdn. Bhd. (Co. No. 134409-M) 

Major Shareholder : a person who has (which includes any person who is or was within the 

preceding 12 months of the date on which the terms of the transaction 

were agreed upon) 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 not less than 5% of the aggregate 

of the nominal amounts of all the voting shares in the Company. For the 

purposes of this definition, “interest in shares” shall have the meaning 

given in Section 6A of the Act. 

Proposed Mandates : proposals by the Company to seek – 

(i) renewal of shareholders’ mandate for the Recurrent Related 

Party Transactions of a Revenue or Trading Nature; and 

(ii) renewal of shareholders’ mandate for the Provision of Financial 

Assistance within the Group. 

Recurrent Related Party 

Transactions (RRPT) 

: Related Party Transactions involving recurrent transactions of a revenue 

or trading nature which are necessary for Padini Group’s day-to-day 

operations and are in the ordinary course of business. 

Renewal of RRPT Mandate : a proposal by the Company to obtain shareholders’ mandate for the 

renewal of Related Party Transactions involving recurrent transactions of 

a revenue or trading nature which are necessary for Padini Group’s dayto-day 

operations 

i

Renewal of Provision of 

Financial Assistance Mandate 

: a proposal by the Company to obtain shareholders’ mandate for the 

renewal of provision of financial assistance within the Group. 

Related Party/Parties : a Director, Major Shareholder or person(s) connected with such Director 

or Major Shareholder 

RM : Ringgit Malaysia 

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. 

Any reference in 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 day in this Circular shall be a reference to Malaysian time, unless otherwise stated. 

ii

CONTENTS 

LETTER TO THE SHAREHOLDERS CONTAINING :- 

1. INTRODUCTION 1 

2. PROPOSED RENEWAL OF RRPT MANDATE 2 

2.1 INTRODUCTION 

2.2 CLASS OF RELATED PARTY WITH WHOM TRANSACTIONS WILL BE 

CARRIED OUT 

2.3 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS 3 

3. RATIONALE FOR AND BENEFITS OF THE PROPOSED RENEWAL OF RRPT 

MANDATE TO THE GROUP 

4. THE METHODS OR PROCEDURES ON WHICH RECURRENT RELATED 

PARTY TRANSACTIONS’ PRICES ARE DETERMINED 

5. DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS 7 

6. AUDIT COMMITTEE’S STATEMENT 7 

7. PROPOSED RENEWAL OF PROVISION OF FINANCIAL ASSISTANCE 

MANDATE 

7.1 INTRODUCTION 7 

7.2 ESTIMATED AMOUNT OF FINANCIAL ASSISTANCE WITHIN THE 

GROUP 

8. EFFECTS OF THE PROPOSED MANDATES 

9. APPROVALS REQUIRED 

10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS 

CONNECTED TO DIRECTORS AND/OR MAJOR SHAREHOLDERS 

11. VALIDITY PERIOD OF THE PROPOSED MANDATES 

iii 

PAGES 

2 

2 

6 

6 

7 

8 

8 

8 

9 

10

12. ANNUAL GENERAL MEETING 

13. BOARD’S RECOMMENDATION 

14. FURTHER INFORMATION 

15. APPENDIX 1 – ADDITIONAL INFORMATION 

iv 

10 

10 

10

Board of Directors: 


(50202-A) 

(Incorporated in Malaysia) 

Datuk Dr. Abdullah Bin Abdul Rahman (Chairman) 

Yong Pang Chaun (Managing Director) 

Dato’ Zulkifli Bin Abdul Rahman (Non Executive Director) 

Chan Kwai Heng (Executive Director) 

Cheong Chung Yet (Executive Director) 

Chong Chin Lin (Executive Director) 

Yong Lai Wah (Executive Director) 

Sahid Bin Mohamed Yasin (Non Executive Director) 

To : The Shareholders of PADINI HOLDINGS BERHAD 

Dear Sir/Madam 

Registered Office : 

No. 21 Lot 116 Jalan U1/20 

Hicom Glenmarie Industrial Park 

40000 Shah Alam 

Selangor Darul Ehsan 

29 November 2005 

• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED 

PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 

• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR PROVISION OF FINANCIAL 

ASSISTANCE WITHIN THE GROUP 

1. INTRODUCTION 

Your Board had, on 25 October 2005, made an announcement to Bursa Securities that the Company 

proposes to seek shareholders’ approval at the forthcoming Twenty-Fourth AGM in relation to :- 

• Proposed renewal of shareholders’ mandate for the Company and/or its subsidiaries to enter into 

recurrent related party transactions of a revenue or trading nature (“Renewal of RRPT Mandate”); 

• Proposed renewal of shareholders’ mandate for provision of financial assistance within the Group 

(“Provision of Financial Assistance Mandate”) 

The purpose of this Circular is to provide you with relevant information relating to the proposed mandates 

to be obtained and to seek your approval on Ordinary Resolution No. 8 to be tabled under the agenda of 

Special Business at the forthcoming Twenty-Fourth AGM to be convened at No. 21 Lot 116, Jalan U1/20, 

Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan on 21 December 2005 or at any 

adjournment thereof. 

1

2. PROPOSED RENEWAL OF RRPT MANDATE 

2.1 Introduction 

On 22 December 2004, the Company had at its Annual General Meeting, obtained a mandate from its 

shareholders for the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions 

of a revenue or trading nature, which are necessary for Padini Group’s day-to-day operations and are in 

the ordinary course of business and on terms that are not more favourable to the Related Parties than 

those generally available to the public. 

The said mandate shall, in accordance with the Listing Requirements, expire at the conclusion of the 

forthcoming Twenty-Fourth AGM unless it is renewed at the said AGM. 

The Board proposes to seek renewal of the said mandate to allow the Company to continue entering 

into the Recurrent Related Party Transactions which includes transactions such as those described in 

Section 2.3 below. 

2.2 Class of related party with whom recurrent transactions will be carried out 

Padini is primarily an investment holding company and provides management consultancy services to 

its subsidiary companies. The principal activities of the Padini Group include dealers of garments and 

ancillary products, dealers of children’s garments and accessories, dealers in ladies’ shoes and 

accessories, manufacturing of garments and on-line shopping. 

Padini Group proposes to continue entering into Recurrent Related Party Transactions with its 

subsidiary companies. 

Details of the subsidiary companies of Padini are as follows:- 

Name of Company 

Mikihouse Children’s Wear 

Sdn. Bhd. 

Padini Corporation Sdn. Bhd. 

Vincci Ladies’ Specialties 

Centre Sdn. Bhd. 

Seed Corporation Sdn. Bhd. 

Vincci Holdings Sdn. Bhd. 

Yee Fong Hung (Malaysia) 

Sendirian Berhad 

Padini Dot Com Sdn. Bhd. 

The New World Garment 

Manufacturers Sdn. Bhd. 

Padini International Limited 

Country of 

Incorporation 

Malaysia 








Hong Kong 

Effective Equity 

Interest 

2 

100% 

100% 

99.69% 

100% 

100% 

100% 

100% 

100% 

100% 

Principal Activities 

Dealers of children’s garments and 

accessories. 

Dealers of garments. 

Dealers of ladies’ shoes and accessories. 

Dealers of garments and ancillary 

products. 

Manufacturing and sale of completed 

garments. 

Dealers of garments and ancillary 

products. 

On-line shopping. 

Dormant. 

Trading in garments, shoes and related 

fashion accessories.

2.3 Nature of Recurrent Related Party Transactions 

In the normal course of business of the Padini Group, transactions in respect of goods and/or services 

by Padini Group with Related Parties will occur with some degree of frequency from time to time and 

may arise at any time. The Recurrent Related Party Transactions and its nature are described below:- 

• Sale and Purchase of stocks 

Purchases by Vincci Ladies’ Specialties Centre Sdn. Bhd. (“VL”) mainly consisting of fabrics, 

labels and accessories for packaging while purchases by Dat Hin Garment Manufacturing Sdn. 

Bhd. (“DH”) is mainly on fabric. Purchases are made for purposes of commercial expediency. 

Sales by DH to Padini Corporation Sdn. Bhd. (“PC”) includes clothing. 

Dealings with the Related Parties will occur as these Related Parties have similar business 

activities. Purchases are made for purposes of commercial expediency. These arrangements would 

benefit the Group in terms of time-saving. 

The sales and purchases prices for the Recurrent Related Party Transactions are determined at the 

cost of which the related parties have acquired the items concerned. 

• Management Fee 

A management fee of RM17,500-00 per annum is received by Padini for management consultation 

rendered to VL. This payment has been made since 1 June 2001 for a period of 3 years and will in 

likelihood be made thereafter on a yearly basis until determined by mutual consent between the 

two parties involved. 

• Rental 

Padini receives rent from VL for the rental of office and warehousing space, while PC receives 

rent from VL for the rental of retail outlets. 

Details of rental from VL to Padini is as follows:- 

Description of 

Property 

3-storey office 

cum 2-storey 

warehouse 

Location / Postal Address Description of 

rental space / 

Built-up Area 

(square feet) 

No. 21 Lot 116 Jalan U1/20, 

Hicom Glenmarie Industrial 

Park, 40000 Shah Alam 

Details of rental from VL to PC is as follows:- 

Description of 

Property 

2 adjoining 

retail outlets 

located at 

Sungei Wang 

Plaza 

Office and 

Warehousing Space 

(14,142 sq. ft.) 

Location / Postal Address Description of 

rental space / 

Built-up Area 

(square feet) 

Lots LG 028 & 044, Lower 

Ground Floor, Sungai Wang 

Plaza, Kuala Lumpur 

2 adjoining retail 

outlets located at 

Sungei Wang Plaza 

(1,455 sq. ft.) 

3 

Rental 

(per month) 

RM14,142-00 

Rental 

(per month) 

RM 65,475-00 

Period of Tenancy 

Not Specified 

Period of Tenancy 

2 January 2005 to 

31 December 2008

The Proposed Renewal of RRPT Mandate is sought in respect of Recurrent Related Party 

Transactions with the following Related Parties as detailed in the table below:- 

Company 

in 

the Padini 

Group 

Involved 

Padini 

Holdings 

Berhad 

(“Padini”) 

Padini 

Holdings 

Berhad 

(“Padini”) 

Padini 

Corporation 

Sdn. Bhd. 

(“PC”) 

Interested 

Related Party 

Yong Lai Wah 

Yong Pang 

Chaun 

Chong Chin Lin 

Yong Lai Wah 

Yong Pang 

Chaun 


Yong Lai Wah 

Yong Pang 

Chaun 


Related 

Party 

Vincci Ladies’ 

Specialties 

Centre Sdn. 

Bhd. (“VL”) 


Specialties 

Centre Sdn. 



Specialties 

Centre Sdn. 


Relationship 

Yong Lai Wah 

• Director and indirect 

substantial shareholder of 

Padini. 

• Shareholder of VL 

Yong Pang Chaun 

• Director, shareholder and 

indirect substantial 

shareholder of Padini. 

• Director of VL. 





• Director of VL 

Yong Lai Wah 



Padini. 






• Director of VL. 






Yong Lai Wah 



Padini. 






• Director of VL & PC. 






4 

Nature of 

Transaction 

Rental from VL 

Management fees 

from VL 

Rental of 2 

adjoining retail 

outlets located at 

Sungei Wang 

Plaza (1,455 sq. 

ft.) by VL 

Estimated value 

from the 24 th 

AGM in the year 

2005 to the next 


2006 

(RM) 

169,704-00 

17,500-00 

785,700-00

Company 

in 

the Padini 

Group 

Involved 

Seed 

Corporation 

Sdn. Bhd. 

(“SC”) 

Padini 

Corporation 

Sdn. Bhd. 

(“PC”) 

Padini 

Corporation 

Sdn. Bhd. 

(“PC”) 

Interested 

Related Party 

Yong Lai Wah 

Yong Pang 

Chaun 


Yong Lai Wah 

Yong Pang 

Chaun 


Yong Lai Wah 

Yong Pang 

Chaun 


Related 

Party 


Specialties 

Centre Sdn. 



Specialties 

Centre Sdn. 


Dat Hin 

Garment 

Manufacturing 

Sdn. Bhd. 

(“DH”) 

Relationship 

Yong Lai Wah 



Padini. 






• Director of VL & SC 






Yong Lai Wah 



Padini. 






• Director of VL & PC. 






Yong Lai Wah 



Padini. 

• Alternate Director in DH 





• Director of PC. 





Nature of 

Transaction 

Purchases from 

SC 


PC 

Sales to DH 


DH 


from the 24 th 


2005 to the next 


2006 

(RM) 

15,000-00 

15,000-00 

60,000.00 

150,000.00 

* Values of transactions are based on estimated figures from 24 th AGM in December 2005 to the date of the next AGM 

in the year 2006. 

The above estimated amounts are based on prevailing rates/prices obtained from the Related Parties 

which are reasonable market-competitive prices based on the normal level of transactions entered into 

by the Padini Group. The estimated amounts are further based on the assumptions that current levels of 

operations will continue and all external conditions remain constant. The estimates may vary and are 

subject to changes. 

5

3. RATIONALE FOR AND BENEFITS OF THE PROPOSED RENEWAL OF RRPT MANDATE TO 

THE GROUP 

The principal activities of Padini consist of investment holding and providing management consultancy 

services to its subsidiary companies. Its subsidiaries are principally involved in dealings of garments and 

ancillary products, dealings of children’s garments and accessories, dealings in ladies’ shoes and 

accessories, manufacturing of garments and on-line shopping. 

The Related Party Transactions entered or to be entered into by the Padini Group with the Related Parties 

are all in the ordinary course of business. They are recurring transactions of a revenue or trading nature 

which may occur with some degree of frequency and arise at any time and from time to time. As such, it 

may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such Related 

Party Transactions. 

As such, the Board is seeking your approval on the proposed renewal of RRPT Mandate pursuant to 

Paragraph 10.09 of Bursa Malaysia Listing Requirements for the Recurrent Related Party Transactions 

described in Section 2.3 to allow the Group to enter into such Recurrent Related Party Transactions made 

on an arm’s length basis and on normal commercial terms and which are not to the detriment of the 

minority shareholders. 

By obtaining the renewal of the RRPT Mandate, it would eliminate the necessity and the need to announce 

and to convene separate general meetings from time to time to seek shareholders’ approval as and when 

such Recurrent Related Party Transactions arise. This will substantially reduce the expenses relating to 

convening of general meetings on ad hoc basis, improve administrative efficiency considerably and allow 

manpower resources and time to be channeled towards attaining other corporate objectives. 

The co-operation between Padini Group and these Related Parties has reaped mutual benefits and is 

expected to continue to be of benefit to the business of Padini Group. 

4. THE METHODS OR PROCEDURES ON WHICH RRPT PRICES ARE DETERMINED 

The charges, sale and/or purchase prices for the transactions which will be entered into and contemplated 

under paragraph 2.3 above are arrived at on an agreed basis, in accordance with the following manner :- 

a) Sale and Purchase of stocks 

• based on prevailing rates/prices obtained from the Related Parties which are reasonable marketcompetitive 

prices. 

b) Management Fee 

• based on mutually agreed basis. 

c) Rental 

• based on market rates. 

The Company has established the following review procedures to be carried out in relation to all proposed 

Related Party Transactions :- 

(i) The Audit Committee is responsible to review all matters concerning related party transactions within 

the Group that has been compiled for their review; 

(ii) The Audit Committee will review and ensure that the transactions entered into are on an arms length 

basis, based on commercial terms and are not more favourable to the related parties than those 

generally available to the public and are not detrimental to the Company’s minority shareholders; 

6

(iii) The Audit Committee will report its findings to the Board on matters concerning related party 

transactions; 

(iv) The interested Directors who are members of the Board of Directors and/or Audit Committee will 

abstain from any decision making process on all matters pertaining to the Related Party Transactions at 

the relevant meetings of the Board of Directors or Audit Committee; and 

(v) Disclosure on all RRPT will be made in the annual report of the Company. 

5. DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS 

In making the disclosure of the aggregate value of Recurrent Related Party Transactions conducted pursuant 

to the RRPT Mandate in Padini’s Annual Report, a breakdown of the aggregate value of the Recurrent 

Related Party Transactions made during the financial year, amongst others, will be provided based on the 

following :- 

i) the type of the Recurrent Related Party Transactions made; and 

ii) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions 

made and their relationship with Padini. 

6. AUDIT COMMITTEE’S STATEMENT 

The Audit Committee has the overall responsibility of determining whether the procedures for reviewing all 

related party transactions are appropriate to ensure that the Recurrent Related Party Transactions are within 

the limits approved by the Proposed RRPT Mandate. 

The Audit Committee has seen and reviewed the procedures mentioned in Section 4 above and is of the 

view that the said procedures are sufficient to ensure that the Recurrent Related Party Transactions are not 

more favourable to the Related Parties than those generally available to the public and are not detrimental to 

the minority shareholders. 

7. PROPOSED RENEWAL OF PROVISION OF FINANCIAL ASSISTANCE MANDATE 

7.1 Introduction 

On 22 December 2004, the Company had at its Annual General Meeting, obtained a mandate from its 

shareholders for the Company and/or its subsidiaries to provide Financial Assistance within the Group. 

The said mandate shall, in accordance with the Listing Requirements, expire at the conclusion of the 

forthcoming Twenty-Fourth AGM unless it is renewed at the said AGM. 

The Board proposes to seek renewal of the said mandate to allow Padini Group to provide financial 

assistance on a short or medium term basis for a duration not exceeding three (3) years through the pooling 

of funds within Padini Group via a centralised treasury management function or similar arrangements which 

involve the provision of financial assistance by Padini or its subsidiaries to related parties such as those 

described in Section 7.2 below. 

7

7.2 Estimated Amount of Financial Assistance within the Group 

The estimated net amount of financial assistance to be effected within the Group via the centralized treasury 

management function or similar arrangements for the period covering the mandate is as follows : 

Company in 

The Padini 

Group 

Involved 

Seed 

Corporation 

Sdn. Bhd. 

(“SC”) 

Yee Fong 

Hung (M) Sdn. 

Bhd. (“YFH”) 

Interested 

Related Party 

Yong Lai Wah 



Yong Lai Wah 



Related 

Party 


Specialties 

Centre Sdn. 



Specialties 

Centre Sdn. 


Relationship Nature of 

Transaction 

Yong Lai Wah 

• Director and indirect substantial 




• Director, Shareholder and indirect 

substantial shareholder of Padini. 






Yong Lai Wah 

• Director and indirect substantial 



• Director of YFH 




• Director of VL & YFH 





Financial 

Assistance to 

SC 

Financial 

Assistance to 

YFH 


from the 24 th AGM 

in the year 2005 to 

the next AGM in 

the year 2006 

(RM) 

1,200,000-00 

2,000,000-00 

However, the said value is merely an estimate for the period from 24 th AGM in the year 2005 to the next 

AGM in 2006 at which the mandate is to be passed, based on the audited financial statements for the 

financial year ended 30 June 2005 and the actual amount transacted may vary. If the percentage ratio of the 

amount of financial assistance provided or rendered is in excess of the 5% benchmark under the Listing 

Requirements, Padini shall comply with Chapter 10.08 of the Listing Requirements. 

8. EFFECTS OF THE PROPOSED MANDATES 

The Proposed Mandates are not expected to have any effect on the issued and paid-up share capital, the 

shareholdings of the substantial shareholders, consolidated earnings per share and consolidated net tangible 

assets of Padini. 

9. APPROVALS REQUIRED 

The Proposed Mandates are subject to the approval of the shareholders of Padini at the forthcoming AGM. 

8

10. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS AND INTERESTS OF PERSONS 

CONNECTED TO DIRECTORS AND/OR MAJOR SHAREHOLDERS 

10.1 According to the Register of Directors’ Shareholding and Register of Substantial Shareholders as at 

11 November 2005, the direct and indirect interests of the Directors and Major Shareholders in 

Padini having an interest, direct or indirect, in the Proposed Mandates, are as follows :- 

* Major Shareholder / 

# Director 

* Yong Pang Chaun Holdings Sdn. Bhd. 

*# Yong Pang Chaun 

*# Chong Chin Lin 

*# Yong Lai Wah 

Direct Direct Indirect Indirect 

(No. of Shares) (%) (No. of Shares) (%) 

27,000,401 

98,000 

149,999 

- 

43.19 

0.16 

0.24 

- 

- 

^27,150,400 

##27,098,401 

**27,000,401 

^ Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd. and via his spouse, Mdm. Chong Chin Lin’s 

direct interest 

## Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd. and via her spouse, Mr. Yong Pang Chaun’s 

direct interest. 

** Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd. 

10.2 (a) Mr. Yong Pang Chaun and Mdm. Yong Lai Wah are siblings. 

(b) Mdm. Chong Chin Lin is the spouse of Mr. Yong Pang Chaun. 

(c) Yong Pang Chaun Holdings Sdn. Bhd. is 64% held by Mr. Yong Pang Chaun and 6% each 

held by Mdm. Chong Chin Lin and Mdm. Yong Lai Wah. 

(d) Vincci Ladies’ Specialties Centre Sdn. Bhd. is 99.69% held by Padini Holdings Berhad and 

0.31% held by Mdm. Yong Lai Wah. 

10.3 The interested Directors, namely, Mr. Yong Pang Chaun, Mdm. Chong Chin Lin and Mdm. Yong 

Lai Wah, have abstained and will continue to abstain from Board’s deliberations and voting on the 

resolution in relation to the Proposed Mandates at the relevant Board meetings as well as from voting 

in respect of their direct or indirect shareholdings in Padini, if any, with regard to obtaining the 

Proposed Mandates from the shareholders at the forthcoming AGM. 

10.4 Yong Pang Chaun Holdings Sdn. Bhd., Mr. Yong Pang Chaun, Mdm. Chong Chin Lin and Mdm. 

Yong Lai Wah shall abstain from voting, in respect of their direct and/or indirect interests, on the 

resolution pertaining to the Proposed Mandates at the forthcoming AGM to be convened. Yong Pang 

Chaun Holdings Sdn. Bhd., Mr. Yong Pang Chaun, Mdm. Chong Chin Lin and Mdm. Yong Lai Wah 

will undertake that they will ensure that persons connected with them will abstain from voting on 

their direct and/or indirect shareholdings on the resolution pertaining to the Proposed Mandates at the 

forthcoming AGM to be convened. 

10.5 Save as disclosed above, none of the other Directors, major shareholders or persons connected with 

the Directors or Major Shareholders of Padini, have any interest, direct or indirect, in the Proposed 

Mandates. 

9 

- 

43.43 

43.35 

43.19

11. VALIDITY PERIOD OF THE PROPOSED MANDATES 

The proposals are subject to annual renewal. In this respect, any authority conferred by each and every 

mandate shall only continue in force until :- 

(i) the conclusion of the next Annual General Meeting (“AGM”) of Padini following the general meeting 

at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the 

AGM, the authority is renewed; 

(ii) the expiration of the period within which the next AGM of Padini after the date it is required to be held 

pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may 

be allowed pursuant to Section 143(2) of the Act); or 

(iii) revoked or varied by resolution passed by the shareholders in general meeting, 

whichever is the earlier. 

12. ANNUAL GENERAL MEETING 

The Twenty-Fourth AGM, the notice of which is enclosed in the 2005 Annual Report of Padini, will be held 

at No. 21 Lot 116, Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan 

on 21 December 2005 at 10:00 a.m. for the purpose of considering and if thought fit, passing, inter alia, the 

Ordinary Resolution on the Proposed Renewal of RRPT Mandate and Proposed Renewal of Provision of 

Financial Assistance Mandate under the agenda of Special Business as set out in the 2005 Annual Report of 

the Company. 

You will also find in the 2005 Annual Report of Padini a copy of the Form of Proxy. If you are unable to 

attend and vote in person at the Twenty-Fourth AGM, you are requested to complete, sign and return the 

Form of Proxy in accordance with the instructions printed therein as soon as possible and in any event, so as 

to arrive at the Company’ Registered Office at No. 21 Lot 116, Jalan U1/20, Hicom Glenmarie Industrial 

Park, 40000 Shah Alam, Selangor Darul Ehsan at least forty-eight (48) hours before the time set for the 

Twenty-Fourth AGM. The lodgement of the Form of Proxy will not preclude you from attending and voting 

in person at the Twenty-Fourth AGM should you subsequently wish to do so. 

13. BOARD’S RECOMMENDATION 

The Board of Directors of Padini (with the exception of the interested Directors, namely Mr Yong Pang 

Chaun, Mdm Chong Chin Lin and Mdm Yong Lai Wah) is of the opinion that the Proposed Mandates are in 

the best interests of the Company and its shareholders, and recommends that you vote in favour of the 

resolution to be tabled at the forthcoming AGM. 

14. FURTHER INFORMATION 

Shareholders are requested to refer to Appendix I for further information. 

Yours faithfully 

for and on behalf of the Board of Directors of 


DATUK DR. ABDULLAH BIN ABDUL RAHMAN 

Independent Non-Executive Chairman 

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ADDITIONAL INFORMATION 

1. Responsibility Statement 

APPENDIX I 

This Circular has been seen and approved by the Directors of Padini and they individually and collectively 

accept full responsibility for the accuracy of the information given herein and confirm that, after making all 

reasonable enquiries, to the best of their knowledge and belief, there are no other facts, the omission of 

which would make any information, date or statement herein misleading. 

2. Material Contracts 

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary 

course of business) which have been entered into by the Padini Group within the two (2) years immediately 

preceding the date of this Circular :- 

(a) Sale and purchase agreement dated 9 March 2004 made between Padini Corporation Sdn. Bhd. 

(“PC”), a wholly-owned subsidiary of Padini of the one part and Meng Fong Realty Sdn. Bhd. 

(“MFRSB”) of the other part wherein PC has agreed to sell and MFRSB has agreed to purchase all 

that piece of leasehold industrial land measuring approximately 1025.6 square metres held under 

document of title PN 31321, Lot 11867 (formerly known as H.S.(D) 101022, P.T. 2360), Mukim 

Ampang, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan together with a 1 ½ storey terrace 

factory (Duplex Factory Type B) erected upon the said land bearing postal address of No. 15 Jalan 

8/91, Taman Shamelin Perkasa, 3 ½ Mile, Jalan Cheras, 56100 Kuala Lumpur for a total cash 

consideration of RM2,700,000 and upon the terms and conditions contained therein; 

(b) Sale and purchase agreement dated 21 April 2004 made between PC of the one part and West Dyna 

Quest Sdn. Bhd. (“WDQSB”) of the other part wherein PC has agreed to sell and WDQSB has 

agreed to purchase all that piece of leasehold land measuring approximately 233.551 square metres 

held under document of title H.S.(D) 10770, P.T. No. 194, Mukim Ampang, Daerah Kuala Lumpur, 

Negeri Wilayah Persekutuan K.L. together with a 4 storey Shop Lot errected upon the said land 

bearing postal address of No. 247 Jalan Mahkota, Taman Maluri, 55100 Kuala Lumpur for a total 

cash consideration of RM1,050,000 and upon the terms and conditions contained therein; and 

(c) Appointment of Jurukom Management Services Sdn Bhd on 22 December 2004 as the Company’s 

Consultant in relation to the preparation and submission of the Schematic Design Plan for “Cadangan 

Membina Sebuah Gudang 4 Tingkat Berserta 1 Tingkat Tempat Letak Kereta di Tingkat Bawah Dan 

1 Tingkat Mezzanine, Pejabat 5 Tingkat, 1 Unit Pondok Pengawal Dan 1 Unit Tempat Pembuangan 

Sampah di-atas No. 19, Jalan Jurunilai U1/20, Seksyen U1, 40150 Shah Alam, Selangor Darul Ehsan 

at a total estimated project cost of RM11 million”, to the relevant authorities, at a professional fee of 

approximately RM825,000.00 (Ringgit Malaysia Eight Hundred and Twenty Five Thousand) only or 

7.5% of the total estimated project cost. 

3. Material Litigation 

As at the date of this Circular, none of the companies in the Padini Group is engaged in any material 

litigation, claims or arbitration either as plaintiff or defendant which may have a material effect on the 

financial position of the Padini Group and the Directors do not have any knowledge of any proceedings, 

pending or threatened, against the Padini Group or of any facts which is likely to give rise to any 

proceedings which may materially and adversely effect the financial position or business of the Padini 

Group.

4. Documents for inspection 

Copies of the following documents are available for inspection at the Registered Office of Padini at No. 21 

Lot 116, Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan, during 

normal business hours from the date of this Circular to the date of the AGM :- 

4.1 Memorandum and Articles of Association of the Company; 

4.2 Audited consolidated accounts of the Padini Group for the past two (2) financial years ended 30 June 

2004 and 30 June 2005; and 

4.3 The material contracts referred to in Section (2) above.

PADINI HOLDINGS BERHAD - Announcements - Bursa Malaysia

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