PADINI HOLDINGS BERHAD - Announcements - Bursa Malaysia
PADINI HOLDINGS BERHAD - Announcements - Bursa Malaysia
PADINI HOLDINGS BERHAD - Announcements - Bursa Malaysia
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION<br />
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank<br />
manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all<br />
your shares in <strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong>, you should at once send this Circular together with the<br />
enclosed Form of Proxy to the agent through whom the sale or transfer was contracted for onward<br />
transmission to the purchaser or transferee.<br />
<strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad takes no responsibility for the contents of this Circular, makes no<br />
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any<br />
loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.<br />
<strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong><br />
(50202-A)<br />
(Incorporated in <strong>Malaysia</strong>)<br />
CIRCULAR TO SHAREHOLDERS<br />
IN RELATION TO<br />
• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT<br />
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
AND PROVISION OF FINANCIAL ASSISTANCE WITHIN THE GROUP<br />
• PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT<br />
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
Notice of the Twenty-Third Annual General Meeting of <strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong> to be held at No. 21 Lot 116,<br />
Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan on 22 December 2004 at 10:00<br />
a.m. to consider the above transactions under special business is set out in the Company’s Annual Report.<br />
A member entitled to attend and vote at the meeting is entitled to appoint a proxy/ proxies to attend and vote on his behalf.<br />
The Form of Proxy should be deposited at the Registered Office of the Company at No. 21 Lot 116, Jalan U1/20, Hicom<br />
Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan, not later than forty-eight (48) hours before the time<br />
set for the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the<br />
meeting should you subsequently wish to do so.<br />
Last day and time for lodging the Form of Proxy ……………………..: 10:00 a.m. 20 December 2004<br />
This Circular is dated 30 November 2004
DEFINITIONS<br />
Unless where the context otherwise requires, the following definitions shall apply throughout this Circular: -<br />
Act : Companies Act, 1965<br />
Board : Board of Directors of Padini Holdings Berhad<br />
Director : shall have the meaning given in Section 4 of the Act and for purposes of<br />
the Proposed Mandates includes any person who is or was within the<br />
preceding 12 months of the date on which the terms of the transaction<br />
were agreed upon, a Director of the Company<br />
AGM : Annual General Meeting<br />
<strong>Bursa</strong> <strong>Malaysia</strong> : <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad<br />
Listing Requirements : Listing Requirements of <strong>Bursa</strong> <strong>Malaysia</strong><br />
Padini or the Company : Padini Holdings Berhad (Co. No. 50202-A)<br />
Padini Group or the Group : Padini and its subsidiaries<br />
PC : Padini Corporation Sdn. Bhd.<br />
VH : Vincci Holdings Sdn. Bhd.<br />
YFH : Yee Fong Hung (<strong>Malaysia</strong>) Sendirian Berhad<br />
SC : Seed Corporation Sdn. Bhd.<br />
VL : Vincci Ladies’ Specialties Centre Sdn. Bhd.<br />
DH : Dat Hin Garment Manufacturing Sdn. Bhd.<br />
Major Shareholder : a person who has (which includes any person who is or was within the<br />
preceding 12 months of the date on which the terms of the transaction<br />
were agreed upon) an interest or interests in one or more voting shares in<br />
the Company and the nominal amount of that share, or the aggregate of<br />
the nominal amounts of those shares, is not less than 5% of the aggregate<br />
of the nominal amounts of all the voting shares in the Company. For the<br />
purposes of this definition, “interest in shares” shall have the meaning<br />
given in Section 6A of the Act.<br />
Proposed Mandates : proposals by the Company to seek –<br />
(i) new shareholders’ mandate;<br />
(ii) renewal of shareholders’ mandates for the Recurrent Related<br />
Party Transactions of a Revenue or Trading Nature; and<br />
(iii) renewal of shareholders’ mandate for the Provision of Financial<br />
Assistance within the Group.<br />
Recurrent Related Party<br />
Transactions (RRPT)<br />
: Related Party Transactions involving recurrent transactions of a revenue<br />
or trading nature which are necessary for Padini Group’s day-to-day<br />
operations and are in the ordinary course of business.<br />
Renewal of RRPT Mandate : a proposal by the Company to obtain shareholders’ mandate for the<br />
renewal of Related Party Transactions involving recurrent transactions of<br />
a revenue or trading nature which are necessary for Padini Group’s dayto-day<br />
operations<br />
i
Renewal of Provision of<br />
Financial Assistance Mandate<br />
: a proposal by the Company to obtain shareholders’ mandate for the<br />
renewal of provision of financial assistance within the Group.<br />
New RRPT Mandate : a proposal by the Company to obtain a new shareholders’ mandate for the<br />
Related Party Transactions involving recurrent transactions of a revenue<br />
or trading nature which are necessary for Padini Group’s day-to-day<br />
operations<br />
Related Party/Parties : a Director, Major Shareholder or person(s) connected with such Director<br />
or Major Shareholder<br />
RM : Ringgit <strong>Malaysia</strong><br />
Words importing the singular shall, where applicable, include the plural and vice versa and words importing the<br />
masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to<br />
persons shall include corporations.<br />
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended<br />
or re-enacted.<br />
Any reference to a time of day in this Circular shall be a reference to <strong>Malaysia</strong>n time, unless otherwise stated.<br />
ii
CONTENTS<br />
LETTER TO THE SHAREHOLDERS CONTAINING :-<br />
1. INTRODUCTION 1<br />
2. PROPOSED RENEWAL OF RRPT MANDATE 2<br />
2.1 INTRODUCTION 2<br />
2.2 CLASS OF RELATED PARTY WITH WHOM TRANSACTIONS WILL BE<br />
CARRIED OUT<br />
2.3 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS 3<br />
3. PROPOSED NEW RRPT MANDATE 6<br />
3.1 INTRODUCTION 6<br />
3.2 CLASS OF RELATED PARTY WITH WHOM TRANSACTIONS WILL BE<br />
CARRIED OUT<br />
3.3 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS 7<br />
4. RATIONALE FOR AND BENEFITS OF THE PROPOSED RENEWAL AND<br />
PROPOSED NEW RRPT MANDATES TO THE GROUP<br />
5. THE METHODS OR PROCEDURES ON WHICH RECURRENT RELATED<br />
PARTY TRANSACTIONS’ PRICES ARE DETERMINED<br />
6. DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS 9<br />
PAGES<br />
7. AUDIT COMMITTEE’S STATEMENT 10<br />
8. PROPOSED RENEWAL OF PROVISION OF FINANCIAL ASSISTANCE<br />
MANDATE<br />
8.1 INTRODUCTION 10<br />
8.2 ESTIMATED AMOUNT OF FINANCIAL ASSISTANCE WITHIN THE<br />
GROUP<br />
9. EFFECTS OF THE PROPOSED MANDATES 11<br />
10. APPROVALS REQUIRED 11<br />
11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS<br />
CONNECTED TO DIRECTORS AND/OR MAJOR SHAREHOLDERS<br />
12. VALIDITY PERIOD OF THE PROPOSED MANDATES 12<br />
iii<br />
2<br />
6<br />
8<br />
9<br />
10<br />
10<br />
11
13. ANNUAL GENERAL MEETING 13<br />
14. BOARD’S RECOMMENDATION 13<br />
15. FURTHER INFORMATION 13<br />
16. APPENDIX 1 – ADDITIONAL INFORMATION<br />
iv
Board of Directors:<br />
<strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong><br />
(50202-A)<br />
(Incorporated in <strong>Malaysia</strong>)<br />
Datuk Dr. Abdullah Bin Abdul Rahman (Chairman)<br />
Yong Pang Chaun (Managing Director)<br />
Dato’ Zulkifli Bin Abdul Rahman (Non Executive Director)<br />
Chan Kwai Heng (Executive Director)<br />
Cheong Chung Yet (Executive Director)<br />
Chong Chin Lin (Executive Director)<br />
Yong Lee Peng (Executive Director)<br />
Yong Lai Wah (Executive Director)<br />
Sahid Bin Mohamed Yasin (Non Executive Director)<br />
To : The Shareholders of <strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong><br />
Dear Sir/Madam<br />
Registered Office :<br />
No. 21 Lot 116 Jalan U1/20<br />
Hicom Glenmarie Industrial Park<br />
40000 Shah Alam<br />
Selangor Darul Ehsan<br />
30 November 2004<br />
• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED<br />
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
• PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY<br />
TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
• PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR PROVISION OF FINANCIAL<br />
ASSISTANCE WITHIN THE GROUP<br />
1. INTRODUCTION<br />
Your Board had, on 25 October 2004, made an announcement to <strong>Bursa</strong> <strong>Malaysia</strong> that the Company<br />
proposes to seek shareholders’ approval at the forthcoming Twenty-Third AGM in relation to :-<br />
• Proposed renewal of shareholders’ mandate for the Company and/or its subsidiaries to enter into<br />
recurrent related party transactions of a revenue or trading nature (“Renewal of RRPT Mandate”);<br />
• Proposed new shareholders’ mandate for the Company and/or its subsidiaries to enter into recurrent<br />
related party transactions of a revenue or trading nature (“New RRPT Mandate”); and<br />
• Proposed renewal of shareholders’ mandate for provision of financial assistance within the Group<br />
(“Provision of Financial Assistance Mandate”)<br />
The purpose of this Circular is to provide you with relevant information relating to the proposed mandates<br />
to be obtained and to seek your approval on Ordinary Resolutions No. 8, 9 and 10 to be tabled under the<br />
agenda of Special Business at the forthcoming Twenty-Third AGM to be convened at No. 21 Lot 116, Jalan<br />
U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan on 22 December 2004<br />
or at any adjournment thereof.<br />
1
2. PROPOSED RENEWAL OF RRPT MANDATE<br />
2.1 Introduction<br />
On 22 December 2003, the Company had at its Annual General Meeting, obtained a mandate from its<br />
shareholders for the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions<br />
of a revenue or trading nature, which are necessary for Padini Group’s day-to-day operations and are in<br />
the ordinary course of business and on terms that are not more favourable to the Related Parties than<br />
those generally available to the public.<br />
The said mandate shall, in accordance with the Listing Requirements, expire at the conclusion of the<br />
forthcoming Twenty-Third AGM unless it is renewed at the said AGM.<br />
The Board proposes to seek renewal of the said mandate to allow the Company to continue entering<br />
into the Recurrent Related Party Transactions which includes transactions such as those described in<br />
Section 2.3 below.<br />
2.2 Class of related party with whom recurrent transactions will be carried out<br />
Padini is primarily an investment holding company and provides management consultancy services to<br />
its subsidiary companies. The principal activities of the Padini Group include dealers of garments and<br />
ancillary products, dealers of children’s garments and accessories, dealers in ladies’ shoes and<br />
accessories, manufacturing of garments and on-line shopping.<br />
Padini Group proposes to continue entering into Recurrent Related Party Transactions with its<br />
subsidiary companies.<br />
Details of the subsidiary companies of Padini are as follows:-<br />
Name of Company<br />
Mikihouse Children’s Wear<br />
Sdn. Bhd.<br />
Country of<br />
Incorporation<br />
Effective Equity<br />
Interest Principal Activities<br />
<strong>Malaysia</strong> 100% Dealers of children’s garments and<br />
accessories.<br />
Padini Corporation Sdn. Bhd. <strong>Malaysia</strong> 100% Dealers of garments.<br />
Vincci Ladies’ Specialties<br />
Centre Sdn. Bhd.<br />
<strong>Malaysia</strong> 99.69% Dealers of ladies’ shoes and accessories.<br />
Seed Corporation Sdn. Bhd. <strong>Malaysia</strong> 100% Dealers of garments and ancillary<br />
products.<br />
Vincci Holdings Sdn. Bhd. <strong>Malaysia</strong> 100% Manufacturer of garments.<br />
Yee Fong Hung (<strong>Malaysia</strong>)<br />
Sendirian Berhad<br />
<strong>Malaysia</strong> 100% Dealers of garments and ancillary<br />
products.<br />
Padini Dot Com Sdn. Bhd. <strong>Malaysia</strong> 100% On-line shopping.<br />
The New World Garment<br />
Manufacturers Sdn. Bhd.<br />
<strong>Malaysia</strong> 100% Dormant.<br />
Padini International Limited Hong Kong 70% Trading in garments, shoes and related<br />
fashion accessories.<br />
2
2.3 Nature of Recurrent Related Party Transactions<br />
In the normal course of business of the Padini Group, transactions in respect of goods and/or services<br />
by Padini Group with Related Parties will occur with some degree of frequency from time to time and<br />
may arise at any time. The Recurrent Related Party Transactions and its nature are described below:-<br />
• Sale and Purchase of stocks<br />
Purchases by Vincci Ladies’ Specialties Centre Sdn. Bhd. (“VL”) mainly consisting of fabrics,<br />
labels and accessories for packaging. Dealings with the Related Parties will occur as these Related<br />
Parties have similar business activities. Purchases are made for purposes of commercial<br />
expediency. This arrangement would benefit the Group in terms of time-saving.<br />
The sales and purchases prices for the Recurrent Related Party Transactions are determined at the<br />
cost of which the related parties have acquired the items concerned.<br />
• Management Fee<br />
A management fee of RM17,500-00 per annum is received by Padini for management consultation<br />
rendered to Vincci Ladies’ Specialties Centre Sdn. Bhd.. This payment has been made since 1 June<br />
2001 for a period of 3 years and will in likelihood be made thereafter on a yearly basis until<br />
determined by mutual consent between the two parties involved.<br />
• Rental<br />
Padini receives rent from Vincci Ladies’ Specialties Centre Sdn. Bhd. for the rental of office and<br />
warehousing space, while Padini Corporation Sdn. Bhd. receives rent from Vincci Ladies’<br />
Specialties Centre Sdn. Bhd. for the rental of retail outlets.<br />
Details of rental from Vincci Ladies’ Specialties’ Centre Sdn. Bhd. to Padini Holdings Berhad is as<br />
follows:-<br />
Description of<br />
Property<br />
3-storey office<br />
cum 2-storey<br />
warehouse<br />
Location / Postal Address Description of<br />
rental space /<br />
Built-up Area<br />
(square feet)<br />
No. 21 Lot 116 Jalan U1/20,<br />
Hicom Glenmarie Industrial<br />
Park, 40000 Shah Alam<br />
Office and<br />
Warehousing Space<br />
(14,142 sq. ft.)<br />
Rental<br />
(per month)<br />
Period of Tenancy<br />
RM14,142-00 Not Specified<br />
Details of rental from Vincci Ladies’ Specialties’ Centre Sdn. Bhd. to Padini Corporation Sdn.<br />
Bhd. is as follows:-<br />
Description of<br />
Property<br />
2 adjoining<br />
retail outlets<br />
located at<br />
Sungei Wang<br />
Plaza<br />
Location / Postal Address Description of<br />
rental space /<br />
Built-up Area<br />
(square feet)<br />
Lots LG 028 & 044, Lower<br />
Ground Floor, Sungai Wang<br />
Plaza, Kuala Lumpur<br />
2 adjoining retail<br />
outlets located at<br />
Sungei Wang Plaza<br />
(1,455 sq. ft.)<br />
3<br />
Rental<br />
(per month)<br />
RM 65,475-00<br />
Period of Tenancy<br />
2 January 2005 to<br />
31 December 2008
The Proposed Renewal of RRPT Mandate is sought in respect of Recurrent Related Party<br />
Transactions with the following Related Parties as detailed in the table below:-<br />
Company<br />
in<br />
the Padini<br />
Group<br />
Involved<br />
Padini<br />
Holdings<br />
Berhad<br />
(“Padini”)<br />
Padini<br />
Holdings<br />
Berhad<br />
(“Padini”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director and indirect<br />
substantial shareholder<br />
of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL.<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
Yong Lai Wah<br />
• Director and indirect<br />
substantial shareholder<br />
of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL.<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
4<br />
Rental from<br />
VL<br />
Management<br />
fees from VL<br />
Estimated<br />
value from<br />
the 23 rd<br />
AGM in the<br />
year 2004 to<br />
the next<br />
AGM in the<br />
year 2005<br />
(RM)<br />
169,704-00<br />
17,500-00
Company<br />
in<br />
the Padini<br />
Group<br />
Involved<br />
Padini<br />
Corporation<br />
Sdn. Bhd.<br />
(“PC”)<br />
Seed<br />
Corporation<br />
Sdn. Bhd.<br />
(“SC”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Vincci Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director and indirect<br />
substantial shareholder<br />
of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL & PC.<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL.<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
Yong Lai Wah<br />
• Director and indirect<br />
substantial shareholder<br />
of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Shareholder of VL &<br />
SC<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL.<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL & SC<br />
Rental of 2<br />
adjoining retail<br />
outlets located<br />
at Sungei<br />
Wang Plaza<br />
(1,455 sq. ft.)<br />
by VL<br />
Purchases<br />
from SC<br />
Estimated<br />
value from<br />
the 23 rd<br />
AGM in the<br />
year 2004 to<br />
the next<br />
AGM in the<br />
year 2005<br />
(RM)<br />
785,700-00<br />
15,000-00<br />
* Values of transactions are based on estimated figures from 23 rd AGM in December 2004 to the date of the next AGM<br />
in the year 2005.<br />
The above estimated amounts are based on prevailing rates/prices obtained from the Related Parties<br />
which are reasonable market-competitive prices based on the normal level of transactions entered into<br />
by the Padini Group. The estimated amounts are further based on the assumptions that current levels of<br />
operations will continue and all external conditions remain constant. The estimates may vary and are<br />
subject to changes.<br />
5
3. PROPOSED NEW RRPT MANDATE<br />
3.1 Introduction<br />
On 25 October 2004, Padini had announced inter alia, that the Company will be seeking a new<br />
shareholders’ mandate for Recurrent Related Party Transactions of a revenue or trading nature, which<br />
are in the ordinary course of business pursuant to Chapter 8.23 and 10.09 of the Listing Requirements<br />
and <strong>Bursa</strong> <strong>Malaysia</strong> Practice Note 12/2001 and 14/2002 respectively.<br />
The Board proposes to seek your approval on the resolution to be tabled at the forthcoming AGM to<br />
enter into RRPT which include transactions such as those described in Section 3.3 below.<br />
3.2 Class of related party with whom recurrent transactions will be carried out<br />
Padini Group proposes to enter into new Recurrent Related Party Transactions with its subsidiary<br />
companies.<br />
Details of the subsidiary companies of Padini are as follows:-<br />
Name of Company<br />
Mikihouse Children’s Wear<br />
Sdn. Bhd.<br />
Country of<br />
Incorporation<br />
Effective Equity<br />
Interest Principal Activities<br />
<strong>Malaysia</strong> 100% Dealers of children’s garments and<br />
accessories.<br />
Padini Corporation Sdn. Bhd. <strong>Malaysia</strong> 100% Dealers of garments.<br />
Vincci Ladies’ Specialties<br />
Centre Sdn. Bhd.<br />
<strong>Malaysia</strong> 99.69% Dealers of ladies’ shoes and accessories.<br />
Seed Corporation Sdn. Bhd. <strong>Malaysia</strong> 100% Dealers of garments and ancillary<br />
products.<br />
Vincci Holdings Sdn. Bhd. <strong>Malaysia</strong> 100% Manufacturer of garments.<br />
Yee Fong Hung (<strong>Malaysia</strong>)<br />
Sendirian Berhad<br />
<strong>Malaysia</strong> 100% Dealers of garments and ancillary<br />
products.<br />
Padini Dot Com Sdn. Bhd. <strong>Malaysia</strong> 100% On-line shopping.<br />
The New World Garment<br />
Manufacturers Sdn. Bhd.<br />
<strong>Malaysia</strong> 100% Dormant.<br />
Padini International Limited Hong Kong 70% Trading in garments, shoes and related<br />
fashion accessories.<br />
6
3.3 Nature of Recurrent Related Party Transactions<br />
In the normal course of business of the Padini Group, transactions in respect of goods and/or services<br />
by Padini Group with Related Parties will occur with some degree of frequency from time to time and<br />
may arise at any time. The Recurrent Related Party Transactions and its nature are described below:-<br />
• Sale and Purchase of stocks<br />
Purchases by Vincci Ladies’ Specialties Centre Sdn. Bhd. (“VL”) mainly consisting of fabrics,<br />
labels and accessories for packaging while purchases by Dat Hin Manufacturing Sdn. Bhd. (“DH”)<br />
is mainly on fabric. Purchases are made for purposes of commercial expediency.<br />
Sales by DH to PC includes clothing.<br />
Dealings with the Related Parties will occur as these Related Parties have similar business<br />
activities. This arrangement would benefit the Group in terms of time-saving.<br />
The sales and purchases prices for the Recurrent Related Party Transactions are determined at the<br />
cost of which the related parties have acquired the items concerned.<br />
The Proposed New RRPT Mandate is sought in respect of Recurrent Related Party Transactions with<br />
the following Related Parties as detailed in the table below:-<br />
Company<br />
in<br />
The<br />
Padini<br />
Group<br />
Involved<br />
Padini<br />
Corporation<br />
Sdn. Bhd.<br />
(“PC”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director and indirect<br />
substantial shareholder<br />
of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL & PC.<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL.<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of VL<br />
7<br />
Purchases<br />
from PC<br />
Estimated<br />
value from<br />
the 23 rd<br />
AGM in the<br />
year 2004 to<br />
the next<br />
AGM in the<br />
year 2005<br />
(RM)<br />
15,000-00
Company<br />
in<br />
The<br />
Padini<br />
Group<br />
Involved<br />
Padini<br />
Corporation<br />
Sdn. Bhd.<br />
(“PC”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai<br />
Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Dat Hin<br />
Manufacturi<br />
ng Sdn. Bhd.<br />
(“DH”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Alternate Director in<br />
DH<br />
Yong Pang Chaun<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
• Director of PC.<br />
Yong Lee Peng<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
Chong Chin Lin<br />
• Director, shareholder<br />
and indirect substantial<br />
shareholder of Padini.<br />
Sales to DH<br />
Purchases<br />
from DH<br />
Estimated<br />
value from<br />
the 23 rd<br />
AGM in the<br />
year 2004 to<br />
the next<br />
AGM in the<br />
year 2005<br />
(RM)<br />
60,000.00<br />
150,000.00<br />
* Values of transactions are based on estimated figures from 23 rd AGM in December 2004 to the date of the next AGM<br />
in the year 2005.<br />
The above estimated amounts are based on prevailing rates/prices obtained from the Related Parties<br />
which are reasonable market-competitive prices based on the normal level of transactions entered into<br />
by the Padini Group. The estimated amounts are further based on the assumptions that current levels of<br />
operations will continue and all external conditions remain constant. The estimates may vary and are<br />
subject to changes.<br />
4. RATIONALE FOR AND BENEFITS OF THE PROPOSED RENEWAL AND PROPOSED NEW<br />
RRPT MANDATES TO THE GROUP<br />
The principal activities of Padini consist of investment holding and providing management consultancy<br />
services to its subsidiary companies. Its subsidiaries are principally involved in dealings of garments and<br />
ancillary products, dealings of children’s garments and accessories, dealings in ladies’ shoes and<br />
accessories, manufacturing of garments and on-line shopping.<br />
The Related Party Transactions entered or to be entered into by the Padini Group with the Related Parties<br />
are all in the ordinary course of business. They are recurring transactions of a revenue or trading nature<br />
which may occur with some degree of frequency and arise at any time and from time to time. As such, it<br />
may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such Related<br />
Party Transactions.<br />
As such, the Board is seeking your approvals on the proposed renewal of RRPT Mandate and proposed new<br />
RRPT Mandate pursuant to Paragraph 10.09 of <strong>Bursa</strong> <strong>Malaysia</strong> Listing Requirements for the Recurrent<br />
Related Party Transactions described in Sections 2.3 and 3.3 to allow the Group to enter into such<br />
Recurrent Related Party Transactions made on an arm’s length basis and on normal commercial terms and<br />
which are not to the detriment of the minority shareholders.<br />
8
By obtaining the Proposed Renewal and Proposed New RRPT Mandate, it would eliminate the necessity<br />
and the need to announce and to convene separate general meetings from time to time to seek shareholders’<br />
approval as and when such Recurrent Related Party Transactions arise. This will substantially reduce the<br />
expenses relating to convening of general meetings on ad hoc basis, improve administrative efficiency<br />
considerably and allow manpower resources and time to be channeled towards attaining other corporate<br />
objectives.<br />
The co-operation between Padini Group and these Related Parties has reaped mutual benefits and is<br />
expected to continue to be of benefit to the business of Padini Group.<br />
5. THE METHODS OR PROCEDURES ON WHICH RRPT TRANSACTIONS’ PRICES ARE<br />
DETERMINED<br />
The charges, sale and/or purchase prices for the transactions which will be entered into and contemplated<br />
under paragraph 2.3 and 3.3 above are arrived at on an agreed basis, in accordance with the following<br />
manner :-<br />
a) Sale and Purchase of stocks<br />
• based on prevailing rates/prices obtained from the Related Parties which are reasonable marketcompetitive<br />
prices.<br />
b) Management Fee<br />
• based on mutually agreed basis.<br />
c) Rental<br />
• based on market rates.<br />
The Company has established the following review procedures to be carried out in relation to all proposed<br />
Related Party Transactions :-<br />
(i) The Audit Committee is responsible to review all matters concerning related party transactions within<br />
the Group that has been compiled for their review;<br />
(ii) The Audit Committee will review and ensure that the transactions entered into are on an arms length<br />
basis, based on commercial terms and are not more favourable to the related parties than those<br />
generally available to the public and are not detrimental to the Company’s minority shareholders;<br />
(iii) The Audit Committee will report its findings to the Board on matters concerning related party<br />
transactions;<br />
(iv) The interested Directors who are members of the Board of Directors and/or Audit Committee will<br />
abstain from any decision making process on all matters pertaining to the Related Party Transactions at<br />
the relevant meetings of the Board of Directors or Audit Committee; and<br />
(v) Disclosure on all RRPT will be made in the annual report of the Company.<br />
6. DISCLOSURE OF RECURRENT RELATED PARTY TRANSACTIONS<br />
In making the disclosure of the aggregate value of Recurrent Related Party Transactions conducted pursuant<br />
to the RRPT Mandates in Padini’s Annual Report, a breakdown of the aggregate value of the Recurrent<br />
Related Party Transactions made during the financial year, amongst others, will be provided based on the<br />
following :-<br />
i) the type of the Recurrent Related Party Transactions made; and<br />
ii) the names of the Related Parties involved in each type of the Recurrent Related Party Transactions<br />
made and their relationship with Padini.<br />
9
7. AUDIT COMMITTEE’S STATEMENT<br />
The Audit Committee has the overall responsibility of determining whether the procedures for reviewing all<br />
related party transactions are appropriate to ensure that the Recurrent Related Party Transactions are within<br />
the limits approved by the Proposed RRPT Mandates.<br />
The Audit Committee has seen and reviewed the procedures mentioned in Section 5 above and is of the<br />
view that the said procedures are sufficient to ensure that the Recurrent Related Party Transactions are not<br />
more favourable to the Related Parties than those generally available to the public and are not detrimental to<br />
the minority shareholders.<br />
8. PROPOSED RENEWAL OF PROVISION OF FINANCIAL ASSISTANCE MANDATE<br />
8.1 Introduction<br />
On 22 December 2003, the Company had at its Annual General Meeting, obtained a mandate from its<br />
shareholders for the Company and/or its subsidiaries to provide Financial Assistance within the Group.<br />
The said mandate shall, in accordance with the Listing Requirements, expire at the conclusion of the<br />
forthcoming Twenty-Third AGM unless it is renewed at the said AGM.<br />
The Board proposes to seek renewal of the said mandate to allow Padini Group to provide financial<br />
assistance on a short or medium term basis for a duration not exceeding three (3) years through the pooling<br />
of funds within Padini group of companies via a centralised treasury management function or similar<br />
arrangements which involve the provision of financial assistance by Padini or its subsidiaries to related<br />
parties such as those described in Section 8.2 below.<br />
8.2 Estimated Amount of Financial Assistance within the Group<br />
The estimated net amount of financial assistance to be effected within the Group via the centralized treasury<br />
management function or similar arrangements for the period covering the mandate is as follows :<br />
Company in<br />
The Padini<br />
Group<br />
Involved<br />
Seed<br />
Corporation<br />
Sdn. Bhd.<br />
(“SC”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd. (“VL”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director and indirect substantial<br />
shareholder of Padini.<br />
• Shareholder of VL<br />
Yong Pang Chaun<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Shareholder of VL & SC<br />
Yong Lee Peng<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Director of VL.<br />
Chong Chin Lin<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Director of VL & SC<br />
10<br />
Financial<br />
Assistance to<br />
SC<br />
Estimated value from<br />
the 23 rd AGM in the<br />
year 2004 to the next<br />
AGM in the year 2005<br />
(RM)<br />
1,200,000-00
Company in<br />
The Padini<br />
Group<br />
Involved<br />
Yee Fong<br />
Hung (M) Sdn.<br />
Bhd. (“YFH”)<br />
Interested<br />
Related<br />
Party<br />
Yong Lai Wah<br />
Yong Pang<br />
Chaun<br />
Yong Lee<br />
Peng<br />
Chong Chin<br />
Lin<br />
Related<br />
Party<br />
Vincci<br />
Ladies’<br />
Specialties<br />
Centre Sdn.<br />
Bhd.<br />
(“VL”)<br />
Relationship Nature of<br />
Transaction<br />
Yong Lai Wah<br />
• Director and indirect substantial<br />
shareholder of Padini.<br />
• Shareholder of VL<br />
• Director of YFH<br />
Yong Pang Chaun<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Director of VL & YFH<br />
Yong Lee Peng<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Director of VL & YFH<br />
Chong Chin Lin<br />
• Director, Shareholder and indirect<br />
substantial shareholder of Padini.<br />
• Director of VL<br />
Financial<br />
Assistance to<br />
YFH<br />
Estimated value from<br />
the 23 rd AGM in the<br />
year 2004 to the next<br />
AGM in the year 2005<br />
(RM)<br />
2,000,000-00<br />
However, the said value is merely an estimate for the period from 23 rd AGM in the year 2004 to the next<br />
AGM in 2005 at which the mandate is to be passed, based on the audited financial statements for the<br />
financial year ended 30 June 2004 and the actual amount transacted may vary. If the percentage ratio of the<br />
amount of financial assistance provided or rendered is in excess of the 5% benchmark under the Listing<br />
Requirements, Padini shall comply with Chapter 10.08 of the Listing Requirements.<br />
9. EFFECTS OF THE PROPOSED MANDATES<br />
The Proposed Mandates are not expected to have any effect on the issued and paid-up share capital, the<br />
shareholdings of the substantial shareholders, consolidated earnings per share and consolidated net tangible<br />
assets of Padini.<br />
10. APPROVALS REQUIRED<br />
The Proposed Mandates are subject to the approval of the shareholders of Padini at the forthcoming AGM.<br />
11. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS AND INTERESTS OF PERSONS<br />
CONNECTED TO DIRECTORS AND/OR MAJOR SHAREHOLDERS<br />
11.1 According to the Register of Directors’ Shareholding and Register of Substantial Shareholders as at<br />
29 October 2004, the direct and indirect interests of the Directors and Major Shareholders in Padini<br />
having an interest, direct or indirect, in the Proposed Mandates, are as follows :-<br />
* Major Shareholder /<br />
# Director<br />
* Yong Pang Chaun<br />
Holdings Sdn. Bhd.<br />
Direct Direct Indirect Indirect<br />
(No. of Shares) (%) (No. of Shares) (%)<br />
27,000,401 43.68 - -<br />
*# Yong Pang Chaun 60,000 0.10 ^27,112,400 43.86<br />
11
* Major Shareholder /<br />
# Director<br />
Direct Direct Indirect Indirect<br />
(No. of Shares) (%) (No. of Shares) (%)<br />
*# Chong Chin Lin 111,999 0.18 ##27,060,401 43.77<br />
*# Yong Lai Wah - - **27,000,401 43.68<br />
*# Yong Lee Peng 60,000 0.10 **27,000,401 43.68<br />
^ Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd. and via his spouse, Mdm. Chong Chin Lin’s direct<br />
interest<br />
# Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd. and via her spouse, Mr. Yong Pang Chaun’s direct<br />
# interest.<br />
* Deemed interested through Yong Pang Chaun Holdings Sdn. Bhd.<br />
*<br />
11.2 (a) Mr. Yong Pang Chaun, Mdm. Yong Lai Wah and Mdm. Yong Lee Peng are siblings.<br />
(b) Mdm. Chong Chin Lin is the spouse of Mr. Yong Pang Chaun.<br />
(c) Yong Pang Chaun Holdings Sdn. Bhd. is 64% held by Mr. Yong Pang Chaun and 6% each<br />
held by Mdm. Chong Chin Lin, Mdm. Yong Lai Wah and Mdm. Yong Lee Peng.<br />
(d) Vincci Ladies’ Specialties Centre Sdn. Bhd. is 99.69% held by Padini Holdings Berhad and<br />
0.31% held by Mdm. Yong Lai Wah.<br />
11.3 The interested Directors, namely, Mr. Yong Pang Chaun, Mdm. Chong Chin Lin, Mdm. Yong Lai<br />
Wah and Mdm. Yong Lee Peng, have abstained and will continue to abstain from Board’s<br />
deliberations and voting on the resolutions in relation to the Proposed Mandates at the relevant Board<br />
meetings as well as from voting in respect of their direct or indirect shareholdings in Padini, if any,<br />
with regard to obtaining the Proposed Mandates from the shareholders at the forthcoming AGM.<br />
11.4 Yong Pang Chaun Holdings Sdn. Bhd., Mr. Yong Pang Chaun, Mdm. Chong Chin Lin, Mdm. Yong<br />
Lai Wah and Mdm. Yong Lee Peng shall abstain from voting, in respect of their direct and/or<br />
indirect interests, on the resolutions pertaining to the Proposed Mandates at the forthcoming AGM to<br />
be convened. Yong Pang Chaun Holdings Sdn. Bhd., Mr. Yong Pang Chaun, Mdm. Chong Chin Lin,<br />
Mdm. Yong Lai Wah and Mdm. Yong Lee Peng will undertake that they will ensure that persons<br />
connected with them will abstain from voting on their direct and/or indirect shareholdings on the<br />
resolutions pertaining to the Proposed Mandates at the forthcoming AGM to be convened.<br />
11.5 Save as disclosed above, none of the other Directors, major shareholders or persons connected with<br />
the Directors or Major Shareholders of Padini, have any interest, direct or indirect, in the Proposed<br />
Mandates.<br />
12. VALIDITY PERIOD OF THE PROPOSED MANDATES<br />
The proposals are subject to annual renewal. In this respect, any authority conferred by each and every<br />
mandate shall only continue in force until :-<br />
(i) the conclusion of the next Annual General Meeting (“AGM”) of Padini following the general meeting<br />
at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the<br />
AGM, the authority is renewed;<br />
(ii) the expiration of the period within which the next AGM of Padini after the date it is required to be held<br />
pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may<br />
be allowed pursuant to Section 143(2) of the Act); or<br />
12
(iii) revoked or varied by resolution passed by the shareholders in general meeting,<br />
whichever is the earlier.<br />
13. ANNUAL GENERAL MEETING<br />
The Twenty-Third AGM, the notice of which is enclosed in the 2004 Annual Report of Padini, will be held<br />
at No. 21 Lot 116, Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan<br />
on 22 December 2004 at 10:00 a.m. for the purpose of considering and if thought fit, passing, inter alia, the<br />
Ordinary Resolutions on the Proposed Renewal of RRPT Mandate, Proposed New RRPT Mandate and<br />
Proposed Renewal of Provision of Financial Assistance Mandate under the agenda of Special Business as<br />
set out in the 2004 Annual Report of the Company.<br />
You will also find in the 2004 Annual Report of Padini a copy of the Form of Proxy. If you are unable to<br />
attend and vote in person at the Twenty-Third AGM, you are requested to complete, sign and return the<br />
Form of Proxy in accordance with the instructions printed therein as soon as possible and in any event, so as<br />
to arrive at the Company’ Registered Office at No. 21 Lot 116, Jalan U1/20, Hicom Glenmarie Industrial<br />
Park, 40000 Shah Alam, Selangor Darul Ehsan at least forty-eight (48) hours before the time set for the<br />
Twenty-Third AGM. The lodgement of the Form of Proxy will not preclude you from attending and voting<br />
in person at the Twenty-Third AGM should you subsequently wish to do so.<br />
14. BOARD’S RECOMMENDATION<br />
The Board of Directors of Padini (with the exception of the interested Directors, namely Mr Yong Pang<br />
Chaun, Mdm Chong Chin Lin, Mdm Yong Lee Peng and Mdm Yong Lai Wah) is of the opinion that the<br />
Proposed Mandates are in the best interests of the Company and its shareholders, and recommends that you<br />
vote in favour of the resolutions to be tabled at the forthcoming AGM.<br />
15. FURTHER INFORMATION<br />
Shareholders are requested to refer to Appendix I for further information.<br />
Yours faithfully<br />
for and on behalf of the Board of Directors of<br />
<strong>PADINI</strong> <strong>HOLDINGS</strong> <strong>BERHAD</strong><br />
DATUK DR. ABDULLAH BIN ABDUL RAHMAN<br />
Independent Non-Executive Chairman<br />
13
ADDITIONAL INFORMATION<br />
1. Responsibility Statement<br />
APPENDIX I<br />
This Circular has been seen and approved by the Directors of Padini and they individually and collectively<br />
accept full responsibility for the accuracy of the information given herein and confirm that, after making all<br />
reasonable enquiries, to the best of their knowledge and belief, there are no other facts, the omission of<br />
which would make any information, date or statement herein misleading.<br />
2. Material Contracts<br />
Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary<br />
course of business) which have been entered into by the Padini Group within the two (2) years immediately<br />
preceding the date of this Circular :-<br />
(a) Sale and purchase agreement dated 8 August 2003 made between Gan Swee Lam (“GSL”) of the one<br />
part and Padini of the other part wherein GSL has agreed to sell and Padini has agreed to purchase all<br />
that piece of industrial land known as Lot No. 115, Hicom Glenmarie Industrial Park (Phase 3)<br />
measuring approximately 1.05 acres (“the said Land”) for a total cash consideration of RM4,500,000<br />
and upon the terms and conditions contained therein;<br />
(b) Pursuant to the sale and purchase agreement dated 8 August 2003 aforesaid, GSL and Padini have<br />
also entered into a deed of assignment dated 12 December 2003 where GSL assigned all his rights,<br />
title, interest and benefits under the principal sale agreement defined therein and in the said Land to<br />
Padini in consideration of the purchase price of RM4,500,000 paid by Padini to GSL;<br />
(c) Sale and purchase agreement dated 9 March 2004 made between Padini Corporation Sdn. Bhd.<br />
(“PC”), a wholly-owned subsidiary of Padini of the one part and Meng Fong Realty Sdn. Bhd.<br />
(“MFRSB”) of the other part wherein PC has agreed to sell and MFRSB has agreed to purchase all<br />
that piece of leasehold industrial land measuring approximately 1025.6 square metres held under<br />
document of title PN 31321, Lot 11867 (formerly known as H.S.(D) 101022, P.T. 2360), Mukim<br />
Ampang, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan together with a 1 _ storey terrace<br />
factory (Duplex Factory Type B) erected upon the said land bearing postal address of No. 15 Jalan<br />
8/91, Taman Shamelin Perkasa, 3 _ Mile, Jalan Cheras, 56100 Kuala Lumpur for a total cash<br />
consideration of RM2,700,000 and upon the terms and conditions contained therein; and<br />
(d) Sale and purchase agreement dated 21 April 2004 made between PC of the one part and West Dyna<br />
Quest Sdn. Bhd. (“WDQSB”) of the other part wherein PC has agreed to sell and WDQSB has<br />
agreed to purchase all that piece of leasehold land measuring approximately 233.551 square metres<br />
held under document of title H.S.(D) 10770, P.T. No. 194, Mukim Ampang, Daerah Kuala Lumpur,<br />
Negeri Wilayah Persekutuan K.L. together with a 4 storey Shop Lot errected upon the said land<br />
bearing postal address of No. 247 Jalan Mahkota, Taman Maluri, 55100 Kuala Lumpur for a total<br />
cash consideration of RM1,050,000 and upon the terms and conditions contained therein.<br />
3. Material Litigation<br />
As at the date of this Circular, none of the companies in the Padini Group is engaged in any material<br />
litigation, claims or arbitration either as plaintiff or defendant which may have a material effect on the<br />
financial position of the Padini Group and the Directors do not have any knowledge of any proceedings,<br />
pending or threatened, against the Padini Group or of any facts which is likely to give rise to any<br />
proceedings which may materially and adversely effect the financial position or business of the Padini<br />
Group.
4. Documents for inspection<br />
Copies of the following documents are available for inspection at the Registered Office of Padini at No. 21<br />
Lot 116, Jalan U1/20, Hicom Glenmarie Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan, during<br />
normal business hours from the date of this Circular to the date of the AGM :-<br />
4.1 Memorandum and Articles of Association of the Company;<br />
4.2 Audited consolidated accounts of the Padini Group for the past two (2) financial years ended 30 June<br />
2003 and 30 June 2004; and<br />
4.3 The material contracts referred to in Section (2) above.