bintai kinden corporation berhad - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager,
solicitor, accountant or other professional advisers immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
BINTAI KINDEN CORPORATION BERHAD
(Company No. 290870-P)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED RENEWAL OF
SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE
The resolution in respect of the above proposal will be tabled at the Fifteenth Annual General Meeting of the Company. The
Notice of Fifteenth Annual General Meeting together with the Form of Proxy are set out in the 2009 Annual Report of the
Company that is circulated to you together with this Circular.
If you are unable to attend or vote in person at the Fifteenth Annual General Meeting, please complete and return the
Form of Proxy enclosed in the 2009 Annual Report of the Company and forward it to the Company’s Registered Office at No.
43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala Lumpur, Malaysia, not less than forty-eight (48)
hours before the time of the Annual General Meeting. The lodging of the Form of Proxy shall not preclude you from attending
and voting in person at the meeting should you subsequently wish to do so.
Last date and time for lodging the Form of Proxy : Not less than forty eight (48) hours before the time of
the Fifteenth Annual General Meeting
Date and time of the Annual General Meeting : 27 August 2009 at 12.00 noon
Venue of Annual General Meeting : Dewan Perdana, 1 st Floor, Sports Complex,
Bukit Kiara Equestrian & Country Resort,
Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala
Lumpur
This Circular is dated 28 July 2009

DEFINITIONS
Except where the context otherwise requires, the following definitions (in alphabetical order) shall apply
throughout this Circular:
Act : Companies Act, 1965 as amended from time to time and any
re-enactment thereof
AGM : Annual General Meeting of BKCB
BKCB or the Company : Bintai Kinden Corporation Berhad (Company No. 290870-P)
BKCB Group or the Group : BKCB and its subsidiary companies (including all future subsidiaries
which are to be incorporated before the next AGM)
Bursa Securities : Bursa Malaysia Securities Berhad
Board : Board of Directors of BKCB
Director : A person/persons defined in Section 4 of the Act and for the
purposes of the Recurrent Related Party Transactions includes any
person who is or was within the preceding six (6) months of the date
on which the terms of the transaction were agreed upon, a Director
of BKCB and/or its subsidiaries or holding company or a chief
executive officer of the Company, its subsidiaries or holding
company.
EPS : Earnings per share
Listing Requirements : Listing Requirements of Bursa Securities
Major Shareholder : A person/persons who has/have an interest or interests in one (1) 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:-
NA : Net assets
(a) equal to or more than ten percent (10%) of the aggregate of
the nominal amounts of all the voting Shares in the
Company; or
(b) equal to or more than five percent (5%) of the aggregate of
the nominal amounts of all the voting Shares in the
Company where such person is the largest shareholder of
the Company.
For the purpose of this definition, “interest in Shares” shall have the
meaning given in Section 6A of the Act. “Major Shareholder” also
includes any person who is or was within the preceding six (6)
months of the date on which the terms of the transactions were
agreed upon, a major shareholder of the Company, its subsidiaries or
holding company.
Person Connected : In relation to a Director or a Major Shareholder, means such person
who is:-
(a) a member of the Director’s or Major Shareholder’s family.
Family in relation to a person means such person who falls
within any one of the following categories:-
(i) spouse;
(ii) parent;
(iii) child including an adopted child and step-child;
(iv) brother or sister; and
(v) spouse of the person referred to in subparagraph
(iii) and (iv) above

(b) a trustee or a trust (other than a trustee for an employee
share scheme or pension scheme) under which the Director,
Major Shareholder or a member of the Director’s or Major
Shareholder’s family is the sole beneficiary;
(c) a partner of the Director, Major Shareholder or a partner of
a person connected with that Director or Major Shareholder;
(d) a person who is accustomed or under an obligation, whether
formal or informal, to act in accordance with directions,
instructions or wishes of the Director or Major Shareholder;
(e) a person in accordance with whose directions, instructions
or wishes the Director or Major Shareholder is accustomed
or is under an obligation, whether formal of informal, to act;
(f) a body corporate or its directors which/who is/are
accustomed or under an obligation, whether formal or
informal, to act in accordance with the directions,
instructions or wishes of the Director or Major Shareholder;
(g) a body corporate or its directors whose directions,
instructions or wishes the Director or Major Shareholder is
accustomed or under an obligation, whether formal or
informal, to act;
(h) a body corporate in which the Director or Major
Shareholder and/or persons connected with him are entitled
to exercise or control the exercise of, not less than 15% of
the votes attached to voting shares in the body corporate; or
a body corporate which is a related corporation.
Proposed Shareholders’ Mandate : Proposed Renewal of Shareholders’ Mandate for Recurrent Related
Party Transactions of a revenue or trading nature.
Related Party : A Director, Major Shareholder or person connected with such
Director or Major Shareholder
Recurrent Related Party
Transactions
: Recurrent related party transactions of revenue or trading nature
entered into by the BKCB Group which are necessary for its day-today
operations, which involve the interests, direct or indirect, of
Related Party.
RM and sen : Ringgit Malaysia and sen respectively
Share(s) or BKCB Share(s) : Ordinary share(s) of RM1.00 each in BKCB
Words denoting the singular number shall include the plural and vice-versa. Words denoting the masculine
gender only shall include the feminine and vice-versa.

CONTENTS
LETTER TO SHAREHOLDERS CONTAINING:
1. INTRODUCTION ………………………………………………………………….……..…… 1
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE …..…………………….. 2
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE ..…………..……... 7
4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE ..………………………... 7
5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS
CONNECTED TO THEM.……………………………………..………………………………
6. CONDITIONS OF THE PROPOSED SHAREHOLDERS’ MANDATE…………….……… 8
7. DIRECTORS’ RECOMMENDATION ON THE PROPOSED SHAREHOLDERS’
MANDATE……………………………………………………………………………………..
8. AGM………………………………….……………………………………………………..…. 8
9. FURTHER INFORMATION ……………………………………………………………..…… 8
APPENDICES
I FURTHER INFORMATION ………………………………………………………………….. 9
EXTRACT NOTICE OF ANNUAL GENERAL MEETING …………………………………. 11
Page
7
8

Board of Directors:
BINTAI KINDEN CORPORATION BERHAD
(Company No. 290870-P)
(Incorporated in Malaysia)
1
Registered Office:
No. 43-0-8, Jalan 1/48A
Sentul Perdana
Bandar Baru Sentul
51000 Kuala Lumpur
28 July 2009
Tan Sri Dato’ Kamaruzzaman bin Shariff (Chairman/Independent Non-Executive Director)
Ong Puay Koon (Executive Vice Chairman)
Lim Boon Soon (Group Managing Director/Chief Executive Officer)
Ong Choon Lui (Deputy Managing Director/Deputy Chief Executive Officer)
Peter John Farrar (Independent Non-Executive Director)
Dato’ Ang Liang Kim (Non-Independent Non-Executive Director)
Foong Chee Meng (Independent Non-Executive Director)
Ahmad Razlan bin Tan Sri Dato’ Seri Ahmad Razali (Independent Non-Executive Director)
Toru Tanimoto(Non-Independent Non-Executive Director)
Tokumoto Masashi (Alternate Director to Toru Tanimoto)
To: The Shareholders of Bintai Kinden Corporation Berhad
Dear Sir / Madam,
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED
SHAREHOLDERS’ MANDATE”)
1. INTRODUCTION
The shareholders of the Company had approved at the AGM held on 27 September 2008, a
shareholders’ mandate to allow the Company and/or its subsidiaries to enter into Recurrent
Related Party Transactions of a revenue or trading nature which are necessary for the Group’s
day-to-day operations. The mandate shall, in accordance with the Listing Requirements,
expire at the conclusion of the forthcoming AGM, which will be held on 27 August 2009.
On 27 May 2009, the Company announced that it proposes to seek the approval of its
shareholders for the Proposed Shareholders’ Mandate. The purpose of this Circular is to
provide you with the relevant information on the Proposed Shareholders’ Mandate, to set out
the views of your Board and to seek your approval for the resolution pertaining to the
Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM of BKCB. The notice
of the AGM and the Form of Proxy are enclosed together with the Annual Report of the
Company for the financial year ended 31 March 2009.
YOU ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR
CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE
PROPOSED SHAREHOLDERS’ MANDATE.

2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
Under paragraph 10.09 Part E of Chapter 10 of the Listing Requirements, BKCB may seek
approval from the shareholders of BKCB to allow the BKCB Group to enter into Recurrent
Related Party Transactions of a revenue or trading nature in the ordinary course of business
which are necessary for the day-to-day operations of the Group, provided such transactions
are made at arms’ length, on the Group’s normal commercial terms which are not more
favourable to the Related Parties than those generally available to the public and are not to the
detriment of the minority shareholders.
2.1 Classes of Related Parties
The Proposed Shareholders’ Mandate will apply to the following classes of Related Parties:
i. Directors;
ii. Major Shareholders; and
iii. persons connected with the Directors and Major Shareholders.
Based on BKCB’s Register of Directors’ Shareholdings & Register of Substantial
Shareholders, the direct and indirect interests of interested Related Parties in the
Company as at 10 July 2009 are as follows:-
(a) Directors
Name of Directors
No. of Shares
2
Direct Indirect
% No. of Shares %
Ong Puay Koon 1,645,000 1.61 22,700,000 1 22.28
Dato’ Ang Liang Kim 128,125 0.12 - -
Ong Choon Lui - - 24,345,000 2 23.89
Toru Tanimoto 21,348,750 3 20.95
Tokumoto Masashi
(Alternate to Toru
Tanimoto)
21,348,750 3 20.95
Note:
1. Indirect interest by virtue of his direct shareholding of 51% in Bintai Holdings (M) Sdn Bhd and
51% in Bin Tai Holdings Private Limited.
2. Indirect interest by virtue of him being a person connected to Ong Puay Koon.
3. Kinden Corporation is a major shareholder of the Company. Toru Tanimoto and Tokumoto
Masashi are deemed interested by virtue of them being persons connected to Kinden Corporation.
(b) Major Shareholders
Name of Substantial
shareholders
Direct Indirect
No. of Shares % No. of Shares %
Bintai Holdings (M) Sdn
Bhd
22,000,000 21.59 - -
Ong Puay Koon 1,645,000 1.61 22,700,000 1 22.28
Ong Choon Lui - - 24,345,000 2 23.89
Kinden Corporation 21,348,750 20.95 - -
Note:
1. Indirect interest by virtue of his direct shareholding of 51% in Bintai Holdings (M) Sdn Bhd and
51% in Bin Tai Holdings Private Limited.
2. Indirect interest by virtue of him being a person connected to Ong Puay Koon

2.2 Nature of Recurrent Related Party Transactions
The list of subsidiaries and associated companies of BKCB as at 10 July 2009 are as follows:-
Name of Company Effective Equity
Interest (%)
Kejuruteraan Bintai Kindenko Sdn. Bhd. 100
Landas Timur Sdn. Bhd. 100
Bintai Kinden Property & Development Sdn. Bhd. 100
Bintai Integrated Engineering & Construction Sdn. Bhd. 100
Bintai Winsome Sdn. Bhd. 100
Bintai Facilities Management Sdn. Bhd. 100
Bintai Asset Holdings Sdn. Bhd. 100
Bintai Kindenko Pte. Ltd. 69.82
Bintai Kinden Education Sdn. Bhd. 30
Konsortium CEP Sdn. Bhd. 30
KBK Dubai Contracting LLC 49
Nex Power Sdn. Bhd. 26.62
Nex Power Ventures Sdn. Bhd. 20
The core activities of the Group are categorised as follows:
i. provision of specialised electrical and mechanical engineering services, environmental
and facilities management;
ii. undertaking of turnkey, infrastructure and civil and structural projects;
iii. property holding and development; and
iv. investment holding.
The principal activities of the Company are those of investment holding and provision of
management services to its subsidiary companies.
The types of Recurrent Related Party Transactions to be covered by the Proposed
Shareholders’ Mandate relate principally to the contract works, construction and development,
project management, provision of goods and services from/to Related Parties, procurement of
management and technical advice, purchase of raw materials and tools as well as purchase of
equipment and systems and leasing of office premises to/from Related Parties, which include
provision of financial assistance pursuant to Paragraph 5.0 of Practice Note No. 14/2002 of
the Listing Requirements. It is anticipated that the BKCB Group would, in the ordinary course
of business, enter into transactions with its Related Parties as stated below.
Details of the Recurrent Related Party Transactions being carried out are tabulated as follows:
Table 1 : Transactions for renewal
Transacting party
with BKCB Group
Kinden
Corporation
(“KC”)
Nature of Transactions
Provision of sub-contracting works by
BKCB Group to KC or vice versa
Purchase of construction materials
from KC, or vice versa
Provision of technical advisory by KC
to BKCB Group
3
Interested
Director(s)/
Major
Shareholder(s)/
Person(s)
connected to them
Kinden
Corporation ³,
Toru Tanimoto³
and
Tokumoto
Masashi³
Estimated value
during the validity
period of the
mandate +
The estimated
value of the
transactions is
RM3 million

Transacting party
with BKCB Group
Lereno Bio-Chem
Ltd (“LBC”) and
Group.
Ong Puay Koon
Holdings Sdn Bhd
Bintai Kinden
Education Sdn Bhd
(“BKE”), an
associated
company of BKCB
Group
KBK Dubai
Contracting LLC,
an associated
company BKCB
Group
Notes:
Nature of Transactions
Supply of mechanical and electrical
equipment to LBC or vice versa
Provision of mechanical and electrical
sub-contracting works by or to LBC
Provision of construction services by
or to LBC
Leasing of office premises at Unit
43-0-13, 43-0-14 and 43-0-15 Jalan
1/48A, Sentul Perdana, Bandar Baru
Sentul, 51000 Kuala Lumpur totaling
3,960sq. ft. to BKCB Group at
RM4,750.00 per unit.
Leasing of office premises at Unit
43-0-16, Jalan 1/48A, Sentul Perdana,
Bandar Baru Sentul, 51000 Kuala
Lumpur for 1,320 sq. ft. to BKCB
Group at RM5,200.00
Leasing of office premises at Unit
43-1-13, 43-1-14, and 43-1-15, Jalan
1/48A, Sentul Perdana, Bandar Baru
Sentul, 51000 Kuala Lumpur
totalling 5,280 sq. ft. to BKCB Group
at RM1,700.00 per unit.
Leasing of office premises at No. 5C,
Jalan Semarak, 54100 Kuala Lumpur
for a total area of 4,885 sq. ft. to
BKE.
Provision of working capital to BKE,
pursuant to Paragraph 5.1 of Practice
Note 14/2002, for the development
and marketing of educational related
products and services to establish
education as the Group’s business and
to fulfill its social responsibility
aspiration
Provision of working capital to KBK
Dubai Contracting LLC, pursuant to
Paragraph 5.1 of Practice Note
14/2002, in maintaining a business
centre to procure/secure contracts in
the middle-east region for the Group.
4
Interested
Director(s)/
Major
Shareholder(s)/
Person(s)
connected to them
Ong Puay Koon ¹ ,
Ong Choon Lui ²
Tan Sri Dato’
Kamaruzzaman bin
Shariff 6
Peter John Farrar 7
Ong Puay Koon ¹
Ong Choon Lui ²
Ong Puay Koon ¹ ,
Ong Choon Lui ²,
Syed Azaman
Shah bin Syed
Mansor 4
Ong Puay Koon ¹ ,
Dato’ Ang Liang
Kim 5 and Ong
Choon Lui 2
Estimated value
during the validity
period of the
mandate
RM10 million
Totaling
RM24,550 per
month, payable on
a monthly basis.
The rental is
RM3,000 per
month, payable on
a monthly basis
and the provision
of working capital
to BKE is
estimated at RM5
million.
RM5 million
+ The values are merely estimates for the period from the forthcoming AGM to the next AGM based on
the audited financial statements for the financial year ended 31 March 2009. The actual amount
transacted may vary and is subject to changes.

¹ Ong Puay Koon is the Executive Vice Chairman of BKCB. He is the Managing Director/Chief Executive
Officer of LBC and also a Director of Ong Puay Koon Holdings Sdn Bhd.
His direct and indirect interests in the Company are set out in Section 2.1 above. He also has direct
and/or indirect interests in the following companies as at 10 July 2009:-
% of interest
Name of company Direct Indirect
LBC 10.26 12.06 a
Ong Puay Koon Holdings Sdn Bhd 99.99 -
KBK Dubai Contracting LLC - 11.71 b
BKE - 7.17 c
Notes:
a
Deemed interested by virtue of Section 6A(4) of the Act held through BKCB and Bin Tai Holdings Private Limited.
b
Deemed interested by virtue of Section 6A(4) of the Act held through Kejuruteraan Bintai Kindenko Sdn. Bhd, a
wholly-owned subsidiary of BKCB.
c
Deemed interested by virtue of Section 6A(4) of the Act held through Bintai Asset Holdings Sdn. Bhd. (“BAH”), a
wholly-owned subsidiary of BKCB.
By virtue of his interest in the above stated companies, Ong Puay Koon is deemed to be interested in the
shares of the respective subsidiary companies to the extent the holding companies have interests.
² Ong Choon Lui is the Deputy Managing Director/Deputy Chief Executive Officer of BKCB. He is also
a Director of LBC, Ong Puay Koon Holdings Sdn Bhd and KBK Dubai Contracting LLC. He is a person
connected to Ong Puay Koon, who has direct and/or indirect interests in BKCB, LBC, Ong Puay Koon
Holdings Sdn Bhd, BKE and KBK Dubai Contracting LLC. Ong Choon Lui’s direct interest in LBC is
0.16%.
³ KC, a major shareholder of BKCB by virtue of its shareholdings of 20.95% in BKCB. Toru Tanimoto
and Tokumoto Masashi (Alternate Director to Toru Tanimoto) are deemed interested in the Proposed
Shareholders’ Mandate by virtue of them being persons connected to KC. They have no direct and/or
indirect shareholdings in BKCB.
4 Syed Azaman Shah bin Syed Mansor was a Director of a wholly owned subsidiary company and was
also a director of BKE and a person connected to BAH, a major shareholder of BKE until 2 April 2009.
He has no direct and/or indirect shareholdings in BKCB.
5 Dato’ Ang Liang Kim is a Director of BKCB and also a Director of KBK Dubai Contracting LLC. His
interest in the Company is set out in Section 2.1 above.
6 Tan Sri Dato’ Kamaruzzaman bin Shariff is the Chairman of BKCB. He is also the Chairman of LBC and
his direct interest in LBC is 0.07%.
7 Peter John Farrar is a Director of BKCB and also a Director in LBC and his direct interest in LBC is
0.03.%.
2.3 Review procedures for the Recurrent Related Party Transactions
The BKCB Group has established procedures to ensure that Recurrent Related Party
Transactions are undertaken on an arm’s length basis and on normal commercial terms
consistent with the BKCB Group’s usual business practices and policies, which are not more
favourable to the Related Parties than those extended to third parties/public, and are not to the
detriment of the minority shareholders, as follows:
(i) The transaction prices are based on prevailing market rates/prices that are agreed upon
under similar commercial terms for transactions with third parties, business practices
and policies and on terms which are generally in line with industry norms;
5

(ii) The internal audit plan has incorporated a review of related party transactions entered
into during the year and the records of related party transactions will be retained and
compiled by the Group Financial Controller/Group Accountant for submission to the
Internal Auditor, Audit Committee and Directors for review every quarter;
(iii) Any member of the Audit Committee may, as he deems fit, request for additional
information pertaining to the transaction from independent sources or advisers,
including obtaining valuations from professional valuers at the Company’s expense;
(iv) Any Director who has interests in any Related Party Transactions shall abstain from
Board deliberations and voting and will ensure that he and any person connected to him
will also abstain from voting on the relevant resolution(s); and
(v) The Audit Committee reviews the internal audit reports to ascertain whether the
established procedures for Recurrent Related Party Transactions have been complied
with.
2.4 Statement by Audit Committee
The Audit Committee is satisfied that the established procedures for the Recurrent Related
Party Transactions are sufficient to ensure that such related party transactions are carried out
on normal commercial terms which are not prejudicial to the interests of shareholders.
If, during its periodic reviews, the Audit Committee is of the view that such guidelines and
procedures are no longer appropriate or adequate to ensure that the Recurrent Related Party
Transactions are carried out on normal commercial terms or are prejudicial to the interests of
shareholders, the Audit Committee will draw it to the attention of the Board and, if necessary,
the Company will seek a fresh mandate from shareholders based on new guidelines and
procedures.
2.5 Validity period of the Proposed Shareholders’ Mandate
The Proposed Shareholders’ Mandate will take effect from the passing of the ordinary
resolution in relation thereto at the forthcoming AGM and will continue to be in force until the
conclusion of the next AGM of BKCB or the expiration of the period within which the next
AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such
extension as may be allowed pursuant to Section 143(2) of the Act), unless revoked or varied
by an ordinary resolution of the shareholders of the Company in general meeting, whichever
is earlier.
2.6 Disclosure
The Company has disclosed details of the Recurrent Related Party Transactions conducted
during the financial year ended 31 March 2009 in its 2009 Annual Report in accordance with
Section 4.1.5 of Practice Note 12/2001 of the Listing Requirements.
Similar disclosure will be made in the Annual Report for the subsequent financial year during
which the Proposed Shareholders’ Mandate is in force, providing amongst others, the
following information: -
i. the type of Recurrent Related Party Transactions made; and
ii. the names of Related Parties involved in each type of Recurrent Related Party
Transactions made, and their relationship with BKCB.
6

3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE
The Recurrent Related Party Transactions are carried out in the ordinary course of business on
arms’ length basis and on normal commercial terms which are not detrimental to the interests
of the minority shareholders.
The Recurrent Related Party Transactions to be entered into are intended to meet the business
needs of the Group on the best possible terms as well as to explore beneficial business
opportunities within the Group and with its business partners. It is anticipated that the
Recurrent Related Party Transactions would occur on a frequent and recurrent basis.
By obtaining the Proposed Shareholders’ Mandate and the renewal of the same on an annual
basis, it will enhance the ability of the Group to pursue business opportunities, which are time
sensitive in nature, and will eliminate the need for the Company to make announcements to
the Bursa Securities and/or to convene separate general meetings on each occasion to seek
shareholders’ prior approval before the BKCB Group can enter into such transactions. This
will substantially reduce the expenses associated with the convening of general meetings on
ad hoc basis, improve administrative efficiency and allow human resources and time to be
channelled towards attaining business objectives.
The procurement of a mandate for the provision of financial assistance would allow the
BKCB Group to provide guarantee, indemnity or such other collateral to or in favour of
another person which is necessary in order to procure a contract or secure work from the other
person to commence and/or complete the contract or work for the BKCB Group.
4. EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate is administrative in nature, and is not expected to have
any impact on the share capital, NA, EPS, dividends or shareholding structure of BKCB.
5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS
CONNECTED TO THEM
Save as disclosed above, none of the other Directors, Major Shareholders and/or persons
connected with the Directors and/or Major Shareholders have any interest, direct or indirect,
in the Proposed Shareholders’ Mandate.
The Directors who are interested in the Recurrent Related Party Transactions, namely, Tan Sri
Dato’ Kamaruzzaman bin Shariff, Ong Puay Koon, Peter John Farrar, Dato’ Ang Liang Kim,
Ong Choon Lui, Toru Tanimoto and Tokumoto Masashi (Alternate Director to Toru
Tanimoto) have abstained and will continue to abstain from deliberating and voting on the
resolution in respect of the Proposed Shareholders’ Mandate, at the relevant meetings of the
Board.
KC and Bintai Holdings (M) Sdn. Bhd., being the interested Major Shareholder, Tan Sri Dato’
Kamaruzzaman bin Shariff ,Ong Puay Koon, Peter John Farrar, Dato’ Ang Liang Kim, Ong
Choon Lui, Toru Tanimoto, Tokumoto Masashi (Alternate Director to Toru Tanimoto) and
Syed Azaman Shah bin Syed Mansor, being the interested Directors and Bin Tai Holdings
Private Limited, being the person connected to Ong Puay Koon will abstain from voting in
respect of their direct and/or indirect shareholdings in BKCB on the resolution approving the
Proposed Shareholders’ Mandate at the forthcoming AGM.
The interested Directors and interested Major Shareholders have undertaken that they shall
ensure that the persons connected to them will abstain from voting in respect of their direct
and indirect shareholdings on the resolution relating to the Proposed Shareholders’ Mandate at
the forthcoming AGM.
7

6. CONDITIONS OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate is subject to the approval of the shareholders of BKCB
at the forthcoming AGM.
7. DIRECTORS’ RECOMMENDATION ON THE PROPOSED SHAREHOLDERS’
MANDATE
8. AGM
Having considered all aspects of the Proposed Shareholders’ Mandate, the Directors
(excluding the interested Directors as disclosed in Section 5) are of the opinion that the
Proposed Shareholders’ Mandate is in the best interests of the BKCB Group. Accordingly,
they (with the exception of the interested Directors as disclosed in Section 5) recommend that
you vote in favour of the ordinary resolution to be tabled at the forthcoming AGM.
The Fifteenth AGM of the Company, the notice of which is set out in the 2009
Annual Report of the Company, will be held at Dewan Perdana, 1 st Floor, Sports
Complex, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damsansara,
60000 Kuala Lumpur on Thursday, 27 August 2009 at 12.00 noon.
If you are unable to attend or vote in person at the Fifteenth AGM, please complete the Form
of Proxy enclosed in the 2009 Annual Report of the Company and forward it to the Registered
Office of the Company at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul,
51000 Kuala Lumpur, not later than forty-eight (48) hours before the time fixed for the
meeting. The Form of Proxy should be completed strictly in accordance with the instructions
contained therein. The completion and lodgement of the Form of Proxy does not preclude you
from attending and voting in person at the AGM should you subsequently wish to do so.
9. FURTHER INFORMATION
Shareholders are advised to refer to the Appendix I attached herewith for further information.
Yours faithfully
For and on behalf of the Board of Directors
BINTAI KINDEN CORPORATION BERHAD
TAN SRI DATO’ KAMARUZZAMAN BIN SHARIFF
(Chairman)
8

FURTHER INFORMATION
1. DIRECTORS’ RESPONSIBILITY STATEMENT
9
APPENDIX I
This Circular has been seen and approved by the Directors of the Company and they
collectively and individually accept full responsibility for the accuracy of the information
given and confirm that, after making all reasonable enquiries and to the best of their
knowledge and belief, there are no other facts the omission of which would make any
statement herein misleading.
2. MATERIAL LITIGATION
Save as disclosed below, neither BKCB nor its subsidiary companies are engaged in any
material litigation, claims or arbitration, either as plaintiff or defendant, which will have a
material effect on the financial position of the Group, and the Directors are not aware of any
proceedings pending or threatened against BKCB and/or its subsidiary companies or any facts
likely to give rise to any proceedings which might materially and adversely affect the financial
position or business of BKCB and/or its subsidiary companies.
A summary of the material litigation involving BKCB and its subsidiaries up to 10 July 2009
are as follows:
(a) An action has been brought against Kejuruteraan Bintai Kindenko Sdn Bhd (“KBK”), a
subsidiary of BCKB by Scandeast Construction (M) Sdn Bhd on 7 February 2005 for an
amount of RM6,350,445 in respect of work done for 1911 units of DBKL public housing
1 unit surau 1 unit multi-purpose hall 1 unit hawker centre ancillary buildings and
associated infrastructure and external works on Lot 23113 Taman Setapak Jaya Kuala
Lumpur (Parcel 1). The trial will be held on 13 and 14 July 2009.
The solicitors acting for KBK are of the opinion that KBK has a good defence and
counter claim.
(b) An action has been brought against KBK by Karya Lagenda Sdn Bhd (“KLSB”) on 22
April 2005 for various amounts totalling RM33,352,445 in relation to the Sri Rampai and
Mawar Projects. Since then, further hearings have been held. On 20 February 2008,
KLSB was wound up by a third party and KLSB’s solicitor in the present action has
discharged themselves.
The matter is now fixed for case management on 29 July 2009 for the Insolvency
Department, who has been appointed as KLSB’s liquidators, to revert as to whether or not
it wishes to proceed with the claim.
If the Insolvency Department decides to discontinue the suit, KBK has been advised by
its solicitors to likewise withdraw its counterclaim against KLSB and file a proof of debt
with the Insolvency Department. Further if the Insolvency Department fails to attend
Court on the 29 July 2009, KBK will seek to have the suit struck out.
(c) An action for summary judgement has been brought against KBK by Malayan
Banking Berhad (“MBB”) as the fourth defendant of the suit for RM 15,770,710.18. The
cause of action is said to arise out of an assignment of contract proceeds by one of
KBK’s sub-contractors in favour of MBB. The summary judgement was refused at first
instance. MBB has filed an appeal. At the same time, KBK has also applied to strike out
the suit but the application was dismissed. KBK is appealing against the dismissal of this
application. The two appeals are fixed for clarification/decision on 22 July 2009. KBK
remains confident that no liability will arise in respect of this suit.

(d) In the action brought by KBK against Asie Sdn Bhd (“Asie”) in relation to a demand
made by Asie on a maintenance bond for an amount of RM2,292,848.65, further
hearings have been held. The court has fixed 17 July 2009 to hear Asie’s application to
set aside KBK’s Injunction Ex-Parte Order.
(e) In the action brought against KBK by Asie for the provision of two maintenance bonds
amounting to RM 2,500,659.10, the Court granted summary judgement in favour of Asie.
KBK has filed an appeal to the Court of Appeal. A hearing date has not been fixed yet.
KBK has a counterclaim in the sum of RM625,167.75 against Asie and this has been
fixed for case management on 8 September 2009.
3. MATERIAL CONTRACTS
There are no other material contracts entered into by BKCB Group during the two (2) years
preceding the date of this Circular, other than contracts entered into in the ordinary course of
business.
4. DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of the
Company at No. 43-0-8, Jalan 1/48A, Sentul Perdana, Bandar Baru Sentul, 51000 Kuala
Lumpur, Malaysia, during normal office hours between 9.00 a.m. to 5.00 p.m. (except public
holidays) from the date of this Circular up to and including the date of the AGM:
i. Memorandum and Articles of Association of BKCB;
ii. Audited financial statements of the BKCB Group for the past two (2) financial years
ended 31 March 2008 and 31 March 2009; and
iii. The writ of summon/ claim referred to in Section 2 above
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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BINTAI KINDEN CORPORATION BERHAD
(Company No: 290870-P)
(Incorporated in Malaysia)
EXTRACT OF NOTICE OF FIFTEENTH ANNUAL GENERAL MEETING
SPECIAL BUSINESS
To consider and, if thought fit, with or without modifications, pass the following Ordinary Resolution:
ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS
“THAT, the Company and/or its subsidiary companies be and are hereby authorised to enter into any
of the recurrent related party transactions as set out in section 2.2 of the Circular to Shareholders dated
28 July 2009 involving the interests of Directors, major shareholders or persons connected with
Directors and/or major shareholders of the Company (“Related Parties”) provided that such
arrangements and/or transactions are:
1) recurrent transactions of a revenue or trading nature;
2) necessary for the day-to-day operations;
3) carried out in the ordinary course of business on normal commercial terms which are not more
favourable to the Related Parties than those generally available to the public; and
4) are not to the detriment of the minority shareholders;
AND THAT such mandate shall continue to be in force until:
1) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this
AGM at which such mandate was passed, at which time it will lapse, unless by a resolution passed
at the next AGM, the authority is renewed; or
2) the expiration of the period within which the next AGM is required to be held pursuant to Section
143(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
3) revoked or varied by resolution passed by the shareholders at a general meeting;
whichever is the earlier;
AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts
and things as they may consider expedient or necessary to give effect to the mandate.”
11