annual report 2007 - ChartNexus

More documents

Recommendations

Info

N OTICE OF THIRD ANNUAL GENERAL MEETING THAT pursuant to Rule 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad for the MESDAQ Market (“MMLR”), the Group be and are hereby authorised to enter into and give effect to the Recurrent Transactions with the Related Parties as set out in Section 2.4 of the Circular to Shareholders dated 16 May 2008 provided that such transactions and/or arrangements are:- (a) necessary for the day-to-day operations; (b) are undertaken in the ordinary course of business at arm’s length basis and are on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and (c) are not detrimental to the minority shareholders of the Company (collectively known as “Shareholders’ Mandate”) AND THAT such approval, shall continue to be in force until :- (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will lapse, unless by a resolution passed at such AGM, the authority is renewed; or (b) the expiration of the period within the next AGM of the Company after that date is required to be held pursuant to Section143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting; whichever is earlier; AND THAT the estimated aggregate value of the transactions conducted pursuant to the Shareholders’ Mandate during a financial year will be disclosed in accordance with the MMLR in the <strong>annual</strong> <strong>report</strong> of the Company for the said financial year; AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Shareholders’ Mandate.” By Order of the Board NG YEN HOONG (LS 008016) JOANNE TOH JOO ANN (LS 0008574) Company Secretaries Petaling Jaya Date : 16 May 2008 45
N OTICE OF THIRD ANNUAL GENERAL MEETING i NOTES ON APPOINTMENT OF PROXY (a) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy/proxies to attend and vote in his stead. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting and the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. (b) Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. (c) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under Seal or under the hand of an officer or an attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. (d) The instrument appointing a proxy must be deposited at the Registered Office of the Company situated at Level 14, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for the meeting or any adjournment thereof, and in default, the instrument of proxy shall not be treated as valid. ii EXPLANATORY NOTES ON SPECIAL BUSINESS ORDINARY RESOLUTION I Resolution Pursuant To Section 132D Of The Companies Act, 1965 The Ordinary Resolution proposed under Resolution 7, if passed, will empower the Directors of the Company to allot and issue not more than 10% of the issued share capital of the Company at any time upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deed fit. This authority will expire at the conclusion of the next Annual General Meeting. ORDINARY RESOLUTION II Proposed Ratification And Proposed Shareholders’ Mandate For Recurrent Related Party Transactions Of A Revenue Or Trading Nature The Ordinary Resolution proposed under Resolution 8, if passed, will allow the Group to enter into recurrent related party transactions made on an arm’s length basis and on normal commercial terms and which are not detrimental to the interests of the minority shareholders. STATEMENT ACCOMPANYING NOTICE OF THIRD ANNUAL GENERAL MEETING Details of Directors who are standing for re-election under Agenda 3 to 5 of the Notice of the Third Annual General Meeting are set out in the Profile of Directors appearing on pages 3 to 4 of this Annual Report. 46
Page 2 and 3: CORPORATE INFORMATION 2 BOARD OF DI
Page 4 and 5: B OARD OF DIRECTORS Eg Kah Yee, a M
Page 6 and 7: C HAIRMAN’S STATEMENT Financial P
Page 8 and 9: A UDIT COMMITTEE REPORTS The Audit
Page 10 and 11: A UDIT COMMITTEE REPORTS The Commit
Page 12 and 13: S TATEMENT OF CORPORATE GOVERNANCE
Page 14 and 15: S TATEMENT OF CORPORATE GOVERNANCE
Page 16 and 17: A DDITIONAL COMPLIANCE INFORMATION
Page 18 and 19: D IRECTORS’ REPORT Share Options
Page 20 and 21: S TATEMENT BY DIRECTORS We, Eg Kah
Page 22 and 23: I NCOME STATEMENTS FOR THE YEAR END
Page 24 and 25: S TATEMENT OF CHANGES IN EQUITY FOR
Page 26 and 27: N OTES TO THE FINANCIAL STATEMENTS
Page 42 and 43: S HAREHOLDING STATISTICS Shareholdi
Page 44 and 45: S HAREHOLDING STATISTICS No. Shareh
Page 49: Fold Here Company Secretary Level 1

annual report 2007 - ChartNexus

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?