TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE 

ATTENTION. 

IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD 

TAKE, 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. 

TEXCHEM RESOURCES BHD. 

(Company No. 16318-K) 

(Incorporated in Malaysia) 

CIRCULAR TO SHAREHOLDERS 

In Relation To 

PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED 

PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND 

RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT 

RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING 

NATURE AND FOR THE PROVISION OF FINANCIAL ASSISTANCE 

The Notice convening the Annual General Meeting of the Company to be held at Ballroom 1, 

Level 2, G Hotel, 168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30 

a.m. together with a Proxy Form are enclosed together with the Annual Report of the 

Company for the financial year ended December 31 2007. 

The Proxy Form should be completed and returned in accordance with the instructions therein 

as soon as possible and should reach the Registered Office of the Company not later than 48 

hours before the time set for holding the meeting. The lodging of the Proxy Form will not 

preclude you from attending and voting in person at the meeting should you subsequently 

wish to do so. 

This Circular is dated April 30 2008

DEFINITIONS 

Except where the context otherwise requires, the following definitions shall apply throughout this 

Circular: 

“AGM” Annual General Meeting 

“ASK” A.S.K. Andaman Limited 

“Bursa Malaysia” Bursa Malaysia Securities Berhad (635998-W) 

“BPC” Blood Protection Company (Malaysia) Sdn. Bhd. (5291-D) 

“the Act” Companies Act, 1965 as amended from time to time and any reenactment 

thereof 

“Consumer Goods” Consumer goods which include surimi based products, crab flavoured 

seafood products and household insecticide products. 

“Director or Directors” Director(/s) of TRB and/or its subsidiaries, including any person who is 

or was within the preceding 6 months of the date on which the terms of 

the transaction were agreed upon, a director of TRB and/or any of its 

subsidiaries and/or its holding company or a chief executive officer of 

TRB and/or any of its subsidiaries and/or its holding company 

“EYE” Eye Graphic Sdn. Bhd. (206673-D) 

“Eye(V)” Eye Graphic (Vietnam) Co., Ltd. 

“FMB” Fumakilla Malaysia Berhad (30855-A) 

“ISB” Introplus Sdn. Bhd. [In Member’s Voluntary Liquidation] (352287-X) 

“Industrial Products” Industrial products which include chemicals, textile auxiliaries, 

polyester film and plastic strip 

“IT” Information Technology 

“Listing Requirements” Bursa Malaysia Listing Requirements 

“Mandated Related Parties” Blood Protection Company (Malaysia) Sdn. Bhd., Eye Corporate 

Planning Co., Ltd., Fumakilla Ltd., Fumakilla Malaysia Berhad, 

Guardman Security Services Sdn. Bhd., Miraku Sdn. Bhd., PT. 

Technopia Jakarta, PT. Technopia Lever, Seapack Food Sdn. Bhd., 

Technopia (Thailand) Ltd., Technopia (Vietnam) Pte. Ltd., Texchem 

Corporation Sdn. Bhd., Texchem Holdings Sdn. Bhd., Texchem Risk 

Management Sdn. Bhd., Ting Tai Industries (Malaysia) Sdn. Bhd. 

“Major Shareholder” A person who has an interest or interests in one or more voting shares 

in a company and the nominal amount of those shares, or the aggregate 

of the nominal amounts of those shares is:- 

(a) equal to or more than 10% of the aggregate of the nominal amounts 

of all the voting shares in the company; or 

(b) equal to or more than 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, 

including any person who is or was within the preceding 6 months of 

the date on which the terms of the transaction were agreed upon, a 

major shareholder, as defined above, of TRB or any other company 

i

“MIRAKU” Miraku Sdn. Bhd. (742662-X) 

“Mtexcorp” Myanmar Texcorp Limited 

which is its subsidiary or holding company. For the purpose of this 

definition, “interest in shares” shall have the meaning given in Section 

6A of the Companies Act, 1965 

“NMM” New Material (Malaysia) Sdn. Bhd. (189744-V) 

“OP” Ocean Pioneer Food Sdn. Bhd. (217320-D) 

“Proposed Financial Assistance 

Mandate” 

Proposed renewal of the general mandate for the provision of financial 

assistance 

“Proposed Mandate” Proposed Renewal, Proposed New Shareholders’ Mandate and 

Proposed Financial Assistance Mandate. 

“Proposed New Shareholders’ 

Mandate” 

Proposed shareholders’ mandate for new Recurrent Related Party 

Transactions of a revenue or trading nature which are necessary for its 

day-to-day operations and are in the ordinary course of business of the 

Group. 

“Proposed Renewal” Proposed renewal of Shareholders’ mandate for Recurrent Related 

Party Transactions for the Company and/or its subsidiaries (TRB 

Group) in their normal course of business, to enter into the transactions 

set out in paragraph 2.4(a) below with persons who are considered to 

be “related parties” as defined in Chapter 10 of the Listing 

Requirements 

“PTTI” PT. Texchem Indonesia 

“PTTL” PT. Technopia Lever 

“PTTJ” PT. Technopia Jakarta 

“Raw Materials” Raw materials used in producing products which include surimi based 

products, crab flavoured seafood products, household insecticide 

products and printing plates 

“Related Party” Director, major shareholder or person connected with such director or 

major shareholder 

“Related Party Transaction” A transaction entered into by TRB and/or its subsidiaries which 

involves the interest, direct or indirect, of a Related Party 

“Recurrent Related Party 

Transactions” 

Recurrent transactions entered into by TRB and/or its subsidiaries 

which involves the interest, direct or indirect, of a Related Party 

“RM” and “sen” Ringgit Malaysia and sen respectively 

“SMT” Sea Master Trading Co. Sdn. Bhd. (52094-A) 

“SEAPACK ITALIA” Seapack Italia S.r.l. 

“Sushi” Sushi Kin Sdn. Bhd. (330201-V) 

“Shareholders” Shareholders of TRB 

ii

“TCSB” Texchem Consumers Sdn. Bhd. (146745-K) 

“Tech(T)” Technopia (Thailand) Ltd. (0105542053812) 

“Tech(V)” Technopia Vietnam Pte. Ltd. 

“Texcorp” Texchem Corporation Sdn. Bhd. (59641-U) 

“Texmat” Texchem Materials Sdn. Bhd. (486955-M) 

“Texmat(T)” Texchem Materials (Thailand) Ltd. ((5)956/2543) 

“TFSB” Texchem Food Sdn. Bhd. (564990-P) 

“THSB” Texchem Holdings Sdn. Bhd. (166649-T) 

“Ting Tai” Ting Tai Industries (Malaysia) Sdn. Berhad (7423-X) 

“TMSB” Texchem Malaysia Sdn. Bhd. (15608-V) 

“TRB” or “the Company” Texchem Resources Bhd. (16318-K) 

“TRB Group” or “the Group” TRB and its subsidiaries 

“TSFK” Tan Sri Dato’ Seri Fumihiko Konishi 

“TSPL” Texchem Singapore Private Limited (197401175C) 

“TTW” Texchem Trading (Wuxi) Co., Ltd. 

“TXPB” Texchem-Pack (Bangi) Sdn. Bhd. (formerly known as Sanko Kasei (M) 

Sdn. Bhd.) (201932-M) 

“TXPHS” Texchem-Pack Holdings (S) Ltd. (200308296H) 

“TXPJ” Texchem-Pack (Johor) Sdn. Bhd. (271932-P) 

“TXPKL” Texchem-Pack (KL) Sdn. Bhd. (180614-M) 

“TXPM” Texchem-Pack (M) Bhd. (44673-D) 

“TXPO” Texchem Polymers Sdn. Bhd. (677985-M) 

“TXPP” Texchem-Pack (PP) Sdn. Bhd. (53719-T) 

“TXPT” Texchem-Pack (Thailand) Co., Ltd. (1228/2540) 

“TXPV” Texchem-Pack (Vietnam) Co., Ltd. 

“TXP(Wuxi)” Texchem-Pack (Wuxi) Co., Ltd. (005545) 

iii

CONTENTS 

PROPOSED MANDATE 

LETTER TO THE SHAREHOLDERS CONTAINING:- PAGE 

1. INTRODUCTION 1 

2. DETAILS OF THE PROPOSED MANDATE 2 

2.1(A) PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS 2 

2.1(B) PRACTICE NOTE 14/2002 OF THE LISTING REQUIREMENTS 2 

2.1(C) PARAGRAPH 8.23 OF THE LISTING REQUIREMENTS 3 

2.2 PROPOSED MANDATE 4 

2.3 CLASSES OF RELATED PARTIES 5 

2.4 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS AND 

RECURRENT TRANSACTIONS AND ESTIMATED VALUE 7 

2.5 RATIONALE FOR AND THE BENEFIT TO THE GROUP FOR 

TRANSACTING WITH MANDATED RELATED PARTIES AND MANDATED 

PARTIES 15 

2.6 REVIEW METHODS OR PROCEDURES FOR THE PROPOSED MANDATE 17 

2.7 AUDIT COMMITTEE’S STATEMENT 18 

2.8 VALIDITY PERIOD 18 

3. EFFECTS OF THE PROPOSED MANDATE 19 

4. CONDITIONS OF THE PROPOSED MANDATE 19 

5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS 19 

6. DIRECTORS’ RECOMMENDATION 21 

7. ANNUAL GENERAL MEETING 22 

8. ADDITIONAL INFORMATION 22 

APPENDIX I 23 

iv

Board of Directors 

TEXCHEM RESOURCES BHD. 

(Company No. 16318-K) 

(Incorporated in Malaysia) 

1 

Registered Office:- 

Level 18, Menara Boustead Penang 

39, Jalan Sultan Ahmad Shah 

10050 Penang 

30 April 2008 

Tan Sri Dato’ Seri Fumihiko Konishi (Chairman and Chief Executive Officer) 

Lee Siew Khee, Jeffrey (President and Chief Operating Officer) 

Wong Kin Chai (Executive Director) 

Yap Kee Keong (Executive Director) 

Brian Tan Guan Hooi (Executive Director) 

Dato’ Nazir Ariff Bin Mushir Ariff (Independent Non-Executive Director) 

Danny Goon Siew Cheang (Independent Non-Executive Director) 

Yong Yoon Fook (Independent Non-Executive Director) 

To: The Shareholders of Texchem Resources Bhd. 

Dear Sir/Madam 

PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY 

TRANSACTIONS OF A REVENUE OR TRADING NATURE AND RENEWAL OF 

SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS 

OF A REVENUE OR TRADING NATURE AND FOR THE PROVISION OF FINANCIAL 

ASSISTANCE (HEREINAFTER REFERRED TO AS “PROPOSED MANDATE”) 

1. INTRODUCTION 

1.1 At the Company’s AGM held on 24 May 2007, your Board obtained Shareholders’ 

mandate to enter into Recurrent Related Party Transactions of a revenue or trading 

nature in connection with paragraph 10.09, Part E of Chapter 10 of the Listing 

Requirements and Practice Note 12/2001. 

The aforesaid authorisation for the Shareholders’ mandate for the Recurrent Related 

Party Transactions shall, in accordance with the Listing Requirements, lapse at the 

conclusion of the forthcoming AGM, unless by a resolution passed at the 

forthcoming AGM, the authority is renewed. 

Consequently, on 17 April 2008, the Board of Directors of TRB announced that the 

Company had proposed to seek a renewal of Shareholders’ mandate of the existing 

Recurrent Related Party Transactions and approval for the new Recurrent Related 

Party Transactions for the TRB Group. 

In addition, on the same date, the Board of Directors of TRB also announced that the 

Company will seek approval from the Shareholders on the proposed general mandate 

for the provision of financial assistance pursuant to paragraphs 8.23 and 10.09 Part E

of Chapters 8 and 10 of the Listing Requirements respectively read with Practice 

Notes 12/2001 and 14/2002. 

1.2 The purpose of this Circular is to provide Shareholders with details of the Proposed 

Renewal, Proposed New Shareholders’ Mandate and Proposed Financial Assistance 

Mandate and to seek the Shareholders’ approval for the ordinary resolutions to be 

tabled at the forthcoming AGM to be convened at the Ballroom 1, Level 2, G Hotel, 

168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30 a.m. 

2. DETAILS OF THE PROPOSED MANDATE 

2.1(A) Paragraph 10.09 of the Listing Requirements 

Under paragraph 10.09 of the Listing Requirements read with paragraph 2.1 of 

Practice Note 12/2001, where there are related party transactions of a revenue or 

trading nature which are necessary for its day-to-day operations such as supplies of 

materials within a group of companies, the listed issuer may seek a shareholders’ 

mandate in respect of such transactions subject to the following:- 

(a) The transactions are in the ordinary course of business and are on terms not 

more favourable to the related party than those generally available to the 

public; 

(b) The shareholders’ mandate is subject to annual renewal and disclosure is 

made in the annual report of the aggregate value of transactions conducted 

pursuant to the shareholders’ mandate during the financial year where:- 

(i) the consideration, value of assets, capital outlay or costs of the 

aggregated transactions is equal to or exceeds RM1 million; or 

(ii) any one of the percentage ratios of such aggregated transactions is 

equal to or exceeds 1%; 

whichever is the 

(aa) higher, in relation to a listed issuer with an issued and paid-up capital 

of RM60 million and above; or 

(bb) lower, in relation to a listed issuer with an issued and paid-up capital 

which is less than RM60 million; 

(c) Issuing of Circular to shareholders by the listed issuer; and 

(d) In a meeting to obtain shareholders’ mandate, the interested directors, 

interested major shareholders or interested persons connected with a 

director or major shareholder and where it involves the interest of an 

interested person connected with a director or major shareholder, such 

director or major shareholder, must not vote on the resolution approving the 

transactions. An interested director or interested major shareholder must 

ensure that persons connected with him abstain from voting on the 

resolution approving the transactions. 

2.1(B) Practice Note 14/2002 of the Listing Requirements 

Paragraph 5.0 of Practice Note 14/2002 which took effect on 1 January 2003, 

stipulates inter alia that notwithstanding paragraph 4.2(d) of Practice Note 12/2001 

(“PN12”) and subject to paragraph 10.09 of the Listing Requirements and other 

2

provisions of PN12, the Company may seek a general mandate in respect of the 

following recurrent transactions: 

(a) the pooling of funds within the listed issuer’s group of companies via a 

centralised treasury management function or such similar arrangements 

which entails the provision of financial assistance by the listed issuer and/or 

its unlisted subsidiaries on a short or medium term basis provided that :- 

(i) the listed issuer in seeking such a mandate in accordance with 

paragraphs 8.23 and 10.09 of the Listing Requirements, must 

include in its Circular, in addition to such other information as 

prescribed under the Listing Requirements, the estimated amounts 

or value of financial assistance (hereinafter referred to as “the 

Estimate”); and 

(ii) if the actual amount of financial assistance provided or rendered 

exceeds the Estimate, the listed issuer must make an immediate 

announcement of the same. If the percentage ratio of the amount of 

financial assistance provided or rendered in excess of the Estimate 

is 5% or more, the listed issuer must comply with paragraph 10.08 

of the Listing Requirements. 

For the purposes of this paragraph:- 

(aa) “short or medium term basis” shall mean for a duration not 

exceeding 3 years; and 

(bb) “group of companies” shall mean the subsidiaries, associated 

companies of the listed issuer and the listed issuer’s immediate 

holding company which is listed. 

2.1(C) Paragraph 8.23 of the Listing Requirements 

Paragraph 8.23 of the Listing Requirements states that where a listed issuer or its 

subsidiaries provide financial assistance to or in favour of the following:- 

(i) directors or employees of the listed issuer or its subsidiaries; 

(ii) persons:- 

(aa) to whom the provision of financial assistance is necessary to facilitate; 

or 

(bb) pursuant to; 

the ordinary course of business of the listed issuer or its subsidiaries such as 

the provision of advances to its sub-contractors or advances made to clients 

in the ordinary course of its moneylending business; or 

(iii) the subsidiaries or associated companies of the listed issuer, the listed issuer 

(in the case of the subsidiaries providing the financial assistance) or its 

immediate holding company which is listed; 

the board of directors of the listed issuer must ensure 

(a) that the provision of financial assistance referred to above is fair and 

reasonable to the listed issuer and is not to the detriment of the listed issuer 

and its shareholders; and 

(b) where a listed issuer and/or its subsidiaries lends or advances money in the 

ordinary course of its business as a moneylender (hereinafter referred to as 

3

2.2 Proposed Mandate 

“moneylending company” and “moneylending operations”), that the board 

of directors of the listed issuer oversees the moneylending operations and 

the management of credit risk of the moneylending company including 

ensuring that adequate policies and procedures are put in place which must 

be reviewed regularly to enable:- 

(aa) maintenance sound credit-granting standards; 

(bb) maintenance of a clear and defined credit approval process including 

a list of the approving party(ies), which must include the board of 

directors of the listed issuer, for different quantum of financial 

assistance granted by the moneylending company; 

(cc) monitoring and control of credit risk; and 

(dd) timely identification and administration of problem credits. 

TRB Group engages in a wide range of activities and is broadly categorised under 

the following sectors:- 

(a) Investment holding; 

(b) Manufacturing 

- packaging 

- household insecticides; 

(c) Trading 

- industrial; and 

(d) Food 

The principal activities of TRB Group are investment holding, trading in dyestuffs, 

textile auxiliaries and chemicals used in the electronics, plastics and other 

manufacturing industries, acting as agent in foreign and local electronic component 

parts and general merchandising, renting of properties, manufacture and sale of 

household insecticides, operating a chain of retail sushi outlets, manufacture of 

plastic engineering precision parts, trading, designing and manufacturing of flexo 

photopolymer printing plates, manufacture and sale of thermoformed packaging 

products and parts, extruded plastic sheets and precision injection moulded 

trays/parts, manufacture and sale of expanded polystyrene products, heavy-duty 

triple wall corrugated carton products, manufacture and sale of shipping rails, 

profiles and embossed carrier tapes, provision of packaging product design services, 

agency, technical, management consulting and advisory services, manufacture and 

marketing of marine products, surimi, fishmeal, seafood sticks and aqua cultural 

products, manufacture of textile auxiliaries, chemicals and finishing resins, research 

and development, providing consultation and manufacturing of all kinds of polymer 

materials. 

Due to the diversity of TRB Group, it is anticipated that TRB Group would, in the 

normal course of business, enter into transactions with the classes of Mandated 

Related Parties and mandated parties set out in paragraph 2.4 below. It is likely that 

such transactions will occur with some degree of frequency and could arise at any 

time. 

The Directors of TRB are now seeking approval from Shareholders for the Proposed 

Renewal, Proposed New Shareholders’ Mandate and Proposed Financial Assistance 

Mandate for the period from 22 May 2008 (being the date of the forthcoming AGM) 

to 22 May 2009 (being the tentative date of the next AGM) which will allow the 

TRB Group, in their normal course of business, to enter into 

(i) the categories of Related Party Transactions referred to in paragraph 2.4 

below with the classes of Mandated Related Parties set out in paragraph 2.3 

below provided such transactions, if any, are made at arm’s length, on the 

4

TRB Group’s normal commercial terms and on terms not more favourable 

to the related parties than those generally available to the public and are not 

to the detriment of minority shareholders; and 

(ii) recurrent transactions for the provision of financial assistance with 

mandated parties as set out in paragraph 2.4 below provided such 

transactions are fair and reasonable to the listed issuer and is not to the 

detriment of TRB and TRB’s shareholders. 

2.3 Classes of Related Parties 

The Proposed Mandate will apply to the following classes of Related Parties:- 

No. Mandated 

Related Party 

(i) Blood Protection 

Company 

(Malaysia) Sdn. 

Bhd. [“BPC”] 

(ii) Eye Corporate 

Planning Co., Ltd. 

[“ECP”] 

(iii) Fumakilla Ltd. 

[“FML”] 

(iv) Fumakilla Malaysia 

Berhad [“FMB”] 

(v) Guardman Security 

Services Sdn. Bhd. 

[“GSS”] 

(vi) Miraku Sdn. Bhd. 

[“MIRAKU”] 

(vii) PT. Technopia 

Jakarta [“PTTJ”] 

Place of 

Incorporation 

Malaysia Trading of 

household 

insecticides and 

renting of 

machinery 

5 

Principal Activity Relationship with TRB 

Japan Manufacturer of 

liquid flexo 

photopolymer 

printing plates and 

artwork design. 

Trader of galley 

proof paper and 

double sided tape 

Japan Manufacturer and 

marketer of 

household 

insecticides, 

toiletries and 

gardening products 

Malaysia Manufacture and 

sale of household 

insecticides and 

investment holding 

Malaysia 

Provision of internal 

security guard 

services 

Malaysia Operation of 

restaurant 

Indonesia Manufacturer of 

mosquito coils and 

other household 

insecticides 

A wholly owned 

subsidiary of Ting Tai 

which in turn is a wholly 

owned subsidiary of 

FMB which is a 87.27% 

subsidiary of TRB 

A 3.36% shareholder of 

TXPHS, a 70.48% 


Major shareholder of 

FMB, a 87.27% 


A 87.27% subsidiary of 

TRB 


subsidiary of Texcorp, a 

major shareholder of 

TRB with shareholding 

of 20.55%. 





of 20.55%. 

A 51% subsidiary of 

TRB with the balance 

49% owned by Texcorp, 

a major shareholder of 


of 20.55%

No. Mandated 

Related Party 

(viii) PT. Technopia 

Lever [“PTTL”] 

(ix) Seapack Food Sdn. 

Bhd. [“Seapack”] 

(x) Technopia 

(Thailand) Ltd. 

[“Tech(T)”] 

(xi) Technopia 

(Vietnam) Pte Ltd 

[“Tech(V)”] 

(xii) Texchem 

Corporation Sdn. 

Bhd. [“Texcorp”] 

(xiii) Texchem Holdings 

Sdn. Bhd. 

[“THSB”] 

(xiv) Texchem Risk 

Management Sdn. 

Bhd. [“TRM”] 

(xv) Ting Tai Industries 

(Malaysia) Sdn. 

Bhd. [“Ting Tai”] 

Place of 

Incorporation 

Indonesia Distribution, import 

and export trading 

Malaysia Manufacturer and 

sale of processed 

surimi and crab 

flavoured seafood 

products 

Thailand Manufacture and 


insecticides 

Vietnam Manufacture and 


insecticides 

Malaysia Provision of 

management 

services and 

investment holding 

6 

Principal Activity Relationship with TRB 

A 49% subsidiary of 

Technopia Singapore Pte. 

Ltd., a wholly owned 




of 20.55% 


Texcorp, a major 

shareholder of TRB with 

shareholding of 20.55% 


FMB which is a 87.27% 



subsidiary of FMB which 

is a 87.27% subsidiary of 

TRB 

Major shareholder of 


of 20.55%. 

Malaysia Investment holding Major shareholder of 


of 31.38% 

Malaysia Insurance agents 

and managers in 

relation to insurance 

schemes 

Malaysia Renting of property, 

plant and equipment 





of 20.55% 


subsidiary of FMB which 

is a 87.27% subsidiary of 

TRB 

Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap 

Kee Keong and Brian Tan Guan Hooi are Directors of TRB. Tan Sri Dato’ Seri 

Fumihiko Konishi is also the substantial shareholder of TRB. Puan Sri Datin Seri 

Atsuko Konishi, Mika Konishi, Mari Konishi and Yuma Konishi are persons 

connected to Tan Sri Dato’ Seri Fumihiko Konishi. Abu Bakar Bin Abdul Hamid, 

Jony Raw, Ow Kam Toi, Chin Hai Hong, Yuma Konishi, Lim Eng Chai, Sutasna 

Suwantewatoop (Ng Yong Lee), Yasuhiro Nishida, Masahiro Shimonaka, Toshiaki 

Oshimo, Zenzo Matsumura and Mitsuo Matsumura, are Directors of TRB Group. 

Fumakilla Ltd. is a person connected to Toshiaki Oshimo. They are all deemed 

interested in the Proposed Mandate.

2.4 Nature of Recurrent Related Party Transactions and Recurrent Transactions and Estimated Value 

The Recurrent Related Party Transactions and recurrent transactions which will be covered by the general mandate are the general transactions by the TRB Group 

relating to the provision to, or the obtaining from, the Mandated Related Parties and/or mandated parties, products and services in the normal course of the business of the 

TRB Group. 

(a) Existing Recurrent Related Party Transactions of a revenue or trading nature between TRB Group and the Mandated Related Parties and the nature of transactions 

are as follows:- 

Amount ♦ to be approved for the period 

from 22 May 2008 (Date of AGM) to 24 

May 2009 (tentative date of next AGM) 

Interested 

director, 

major shareholder and person 

connected 

TRB Group companies 

transacting in each 

transaction 

Class(es) of Related 

Party 

Nature of transaction 

undertaken 

by/provided to TRB 

and/or its subsidiaries 

RM’000 

5,420 

Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan 

Guan Hooi, Ow Kam Toi, Masahiro Shimonaka, 

Toshiaki Oshimo, FML, Puan Sri Datin Seri 

Atsuko Konishi, Mika Konishi, Mari Konishi, 

Yuma Konishi, THSB, Texcorp and ISB 

FMB 

(seller) 

FML and PTTJ 

(both buyers) 

(i) Sale of Consumer 

Goods 

2,094 

Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew 

Khee, Jeffrey, Lim Eng Chai, Sutasna 

Suwantewatoop (Ng Yong Lee), Puan Sri Datin 

Seri Atsuko Konishi, Mika Konishi, Mari Konishi, 


Texmat, TXPM and 

Texmat(T) 

(all sellers) 

FMB, Seapack and 

Tech(T) 

(all buyers) 

(ii) Sale of Industrial 

Products 

5,775 


Guan Hooi, Ow Kam Toi, Yasuhiro Nishida, 

Zenzo Matsumura, Mitsuo Matsumura, Puan Sri 

Datin Seri Atsuko Konishi, Mika Konishi, Mari 

Konishi, Yuma Konishi, THSB, Texcorp and ISB 

FMB, EYE and Sushi 

(all sellers) 

(iii) Sale of Raw Materials PTTJ, ECP and 

MIRAKU 

(all buyers) 

11,112 


Guan Hooi, Masahiro Shimonaka, Toshiaki 

Oshimo, FML, Zenzo Matsumura, Mitsuo 

Matsumura, Puan Sri Datin Seri Atsuko Konishi, 

Mika Konishi, Mari Konishi, Yuma Konishi, 

THSB, Texcorp and ISB 

Sushi , FMB and EYE 

(all buyers) 

Seapack , FML and 

ECP 

(all sellers) 

(iv) Purchase of Raw 

Materials 

7




Interested 

director, 


connected 



transaction 


Party 


undertaken 



RM’000 

5,500 


Guan Hooi, Chin Hai Hong, Puan Sri Datin Seri 



SEAPACK ITALIA 

(buyer) 

Seapack 

(seller) 

(v) Purchase of Consumer 

Goods 

220 


Guan Hooi, Chin Hai Hong, Puan Sri Datin Seri 




(recipient ▲ ) 

Seapack 

(provider ▲ ) 

(vi) Sales commission 

receivable 

9,946 


Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri 



Tech(V), Tech(T), 

Texmat, Texmat(T), 

TSPL, TFSB, TXPM, 

TXPB, TXPJ, TXPO, 

TXPT, TXPP, TXPKL, 

TXPV, TXP(Wuxi), 

TMSB, FMB, BPC, 

Sushi, EYE, SMT and 

Eye(V) 

(all recipients ◊ ) 

Texcorp 

(provider ◊ ) 

(vii) Management services 

i.e. accounting, 

financial, human 

resources, IT, public 

affairs, investors 

relations, legal, 

corporate secretarial 

services and planning 

services 

660 + 





Sushi, Texmat and 

EYE 

(all providers ▲ ) 

Texcorp 


(viii) Rental Expense being 

rental of *office ± 

214 § 





Texmat 

(providers ▲ ) 

Texcorp 


(ix) Rental Expense being 

rental of *warehouse Ω 

8




Interested 

director, 


connected 



transaction 


Party 


undertaken 



RM’000 

816 

Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri 



TRB and FMB 

(both providers ▲ ) 

THSB 


(x) Rental Expense being 

rental of **public 

relation facilities ♠ 

24 ¤ 


Guan Hooi, Puan Sri Datin Seri Atsuko Konishi, 



SMT 


FMB 


(xi) Rental Expense being 

rental of ☼ hostel 

336 ϊ 




TMSB 


FMB 


(xii) Rental Expense being 

rental of ▪ factory 

premises ± 

1,548° 





TRB 


Texcorp 


(xiii) Rental Income being 

the letting of the 

*office ω 

200 


Khee, Jeffrey, Wong Kin Chai, Jony Raw, Puan Sri 



TRB, Texmat, TFSB, 

TXPJ, TXPP, TXPKL, 

FMB, Sushi, EYE, 

TMSB and TXPB 


Texcorp 


(xiv) Provision of Services 

for IT facilities 

3,516 


Khee, Jeffrey, Abu Bakar Bin Abdul Hamid, Jony 

Raw, Puan Sri Datin Seri Atsuko Konishi, Mika 

Konishi, Yuma Konishi, Mari Konishi, THSB, 

Texcorp and ISB 

TRB, Texmat, 

Texmat(T), TMSB, 

TFSB, ASK, TXPB, 

TXPM, TXPJ, TXPT, 

TXPKL, TXPP, TXPV, 

TXPO, FMB, Tech(T), 

Ting Tai, BPC, Sushi, 

EYE and Eye(V) 


TRM 


(xv) Provision of 

Services for insurance 

9




Interested 

director, 


connected 



transaction 


Party 


undertaken 



RM’000 

1,319 




Texmat, TXPB, TXPM, 

TXPJ, TXPP, TXPKL, 

FMB, EYE, and TMSB 


GSS 


(xvi) Provision of Services 

for ***office and 

***factory security 

519 


Guan Hooi, Ow Kam Toi, Puan Sri Datin Seri 



FMB 


(xvii) Royalty chargeable PTTL 


263 

Toshiaki Oshimo, Masahiro Shimonaka, FML, 

Zenzo Matsumura and Mitsuo Matsumura 

FMB and EYE 

(all providers ▲ ) 

(xviii) Royalty payable FML and ECP 

(all recipients ▲ ) 

126 





TFSB 


Seapack, FMB and 

BPC 


(xix) Forwarding, delivery 

and handling services 

provided 

Zenzo Matsumura and Mitsuo Matsumura 28 

EYE 


(xx) Data transfer charges ECP 


Total 49,636 

10

(b) New Recurrent Related Party Transactions of a revenue or trading nature between TRB Group and the classes of related parties and the nature of transactions are as 

follows: 




Interested 

director, 


connected 



transaction 

Class(es) of 

Related Party 


undertaken by / 

provided to TRB 


RM’000 

14 





TFSB 


FMB 


(i) Purchase of production 

consumables 

101 ∂ 




Yuma Konishi, Texcorp, ISB and THSB 

NMM and TRB 

(both providers ▲ ) 

Texcorp 


(iii) Rental Expense being 

rental of *office ± 

243 © 




Texmat 


FMB 


(iv) Rental income being 

rental of warehouse ≈ 

133 





TMSB, TFSB, Sushi, 

TXPM and TXPO 


(vi) Lab Testing Expense FMB 


123 





TXPO and FMB 


(vii) Lab Testing Income FMB and Seapack 


106 

Tan Sri Dato’ Seri Fumihiko Konishi, Jony Raw, 

Puan Sri Datin Seri Atsuko Konishi, Mika Konishi, 

Mari Konishi, Yuma Konishi and Texcorp 

SMT 

(recipient ◊ ) 

GSS 


Provision of Services 

for office and factory 

security 

(viii) 

11




Interested 

director, 


connected 



transaction 

Class(es) of 

Related Party 


undertaken by / 

provided to TRB 


RM’000 

308 


Khee, Jeffrey, Puan Sri Datin Seri Atsuko Konishi, 


Texcorp, ISB and THSB 

NMM and PTTJ 

(both recipients ◊ ) 

TRM 


Provision of Services 

for insurance 

(ix) 

79,172 


Khee, Jeffrey, Brian Tan Guan Hooi, Ow Kam Toi, 

Puan Sri Datin Seri Atsuko Konishi, Mika Konishi, 

Mari Konishi, Yuma Konishi, THSB, Texcorp and 

ISB 

PTTJ 

(seller) 

PTTL 

( buyer) 

Sale of Consumer 

Goods 

(x) 

840 





ASK, Mtexcorp, NMM, 

PTTI, PTTJ, TTW 


Texcorp 


Management services 

i.e. accounting, 

financial, human 

resources, IT, public 

affairs, investors 

relations, legal, 

corporate secretarial 

and planning services 

(xi) 

Total 81,040 

12

(c) The recurrent transactions for the provision of financial assistance between TRB Group and the classes of parties and the nature of transactions are as follows :- 




TRB Group 

companies 

transacting in 

each transaction 

Class(es) of 

Related Party 


undertaken by/provided to 

TRB and/or its subsidiaries 

RM’000 

Interested 

director, 

major shareholder and 

person 

connected 

30,000 

Tan Sri Dato’ Seri Fumihiko 

Konishi, Brian Tan Guan 

Hooi, Puan Sri Datin Seri 

Atsuko Konishi, Mika 

Konishi, Mari Konishi, Yuma 

Konishi, THSB, Texcorp and 

ISB 

TRB 

(recipient and/or 

provider ▲ ) 

(i) Pooling of funds FMB, Tech(T) , Tech(V), BPC and 

Ting Tai 

(all providers and/or recipients ▲ ) 




Class(es) of Parties TRB Group 

companies 

transacting in 

each transaction 

Nature of 

transaction undertaken 

by/provided to TRB and/or 

its subsidiaries 

RM’000 

Interested 

director, 

major shareholder and 

person 

connected 

Nil 30,000 

TRB 

(recipient ▲ and/or 

provider ▲ ) 

(ii) Pooling of funds ASK, TFSB, SMT, OP and 


(all providers and/or recipients ▲ ) 

Notes: 

♦ 

These amounts are estimated amounts only and may vary upon implementation. 

* Wisma Texchem, Lots 808 & 809, Jalan Subang 5, Taman Perindustrian Subang, 47610 Subang Jaya, Selangor Darul Ehsan. 

Villa Primavera, 51 Jalan Jesselton, 10450 Penang. 

** 

*** All the properties belonging to the respective companies in the Group as disclosed in the Particulars of Properties held as at 31 December 2007 section of the Annual Report 2007. 

Mukim 1, Kawasan Perusahaan Perai, Daerah Seberang Perai Tengah, Penang. 

▪ 

☼ 

SMT rents from FMB hostels bearing the addresses Unit Nos. C2-1, C3-1, C3-2, C3-3 and C3-4, Lorong Binjai, Taman Belimbing, 14000 Bukit Mertajam, Penang with a total area of 

380 sq. metre at a total of RM1,750 per month from 1 December 2006 to 30 November 2008 for unit C2-1 and from 1 November 2007 to 31 October 2009 for units C3-1, C3-2, C3-3 

and C3-4 . 

▲ Classified as provider and recipient in terms of payment provided and payment received. 

13

◊ Classified as provider and recipient in terms of provider of services and recipient of services. 

± 

Texmat rents from Texcorp an office area of 7,694.99 sq. ft. at RM24,777.87 per month from 1 January 2008 to 31 December 2009; EYE rents from Texcorp an office area of 336 sq. ft. 

at RM1,081.92 per month from 1 January 2008 to 31 December 2009; Sushi rents from Texcorp an office area of 7,476.04 sq. ft. at RM24,072.85 per month from 1 January 2008 to 31 

December 2009; TRB rents from Texcorp an office area of 282.52 sq. ft. at RM1,213.86 per month on a monthly basis. NMM rents from Texcorp an office area of 4,922 sq. ft. at 

RM6,398.60 per month from 20 April 2008 to 19 April 2009. TMSB rents from FMB a factory premise area of 14,531 sq. ft. at RM25,382 per month from 1 August 2006 to 31 July 

2008. 

A contingency amount of RM60,808.32 per year has been included to provide for any future increments in any of the rental expense between the parties. 

+ 

Ω Texmat rents from Texcorp a warehouse area of 13,455 sq. ft. at RM16,146 per month from 1 January 2008 to 31 December 2009 . 

§ A contingency amount of RM20,248 per year has been included to provide for any future increments in any of the rental expense between the parties. 

♠ THSB rents out the facilities at the following rates: TRB at RM53,000 per month and FMB at RM15,000 per month. 

ω Texcorp rents the entire facilities from TRB at RM117,206.25 per month from 12 July 2007 to 11 July 2010. 

≈ 

Rental expenses of RM18,369.00 per month paid by FMB to Texmat for renting of Warehouse (Stor D) at Lot 1672, (Plot No. 52) Section 3, Bandar Butterworth, Seberang Prai Utara, 

Penang from 1 March 2008 to 29 February 2008. 

© A contingency amount of RM22,572 per year has been included to provide for any future increments in any of the rental expense between the parties. 

¤ A contingency amount of RM3,000 per year has been included to provide for any future increments in any of the rental expense between the parties. 

ϊ A contingency amount of RM31,416 per year has been included to provide for any future increments in any of the rental expense between the parties. 

A contingency amount of RM141,525 per year has been included to provide for any future increments in any of the rental expense between the parties. 

° 

The property that requires the service by GSS is 2446, MK 1, Solok Perusahaan Satu, Kawasan Perusahaan Perai, 13600 Seberang Perai Tengah, Penang, Malaysia. 

 

A contingency amount of RM9,650.48 per year has been included to provide for any future increments in any of the rental expense between the parties. 

∂ 

14

Basis of estimates 

The estimated value and/or payments made or received in respect of each transaction 

referred to above in relation to the Proposed Renewal and Proposed New Shareholders’ 

Mandate are on a per annum basis based on prevailing prices or costs which are reasonably 

market-competitive prices and are derived from the sums incurred or received during the 

year, based on the normal level of transactions entered into by the Group. As for the 

Proposed Financial Assistance Mandate, the estimated amount of financial assistance are 

on a per annum basis based on the expected level of transactions to be entered into by the 

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

operations will continue and there are no significant changes in other conditions in the 

industries and countries that the Group companies operate in. 

Transactions such as provision of services for IT facilities and forwarding charges 

chargeable are on a cost recovery basis, being recovery of part of the costs for sharing or 

provision of some services or on a negotiated basis where both parties would contract on 

terms which are mutually acceptable and beneficial. 

2.5 Rationale for and the benefit to the Group for transacting with Mandated Related 

Parties and mandated parties 

(i) RATIONALE OF THE PROPOSED MANDATE 

The obtaining of the Proposed Mandate would eliminate the need to convene 

separate general meetings from time to time to seek Shareholders’ approval as 

and when such Recurrent Related Party Transactions with a Mandated 

Related Party and the recurrent transactions with a mandated party arise, 

thereby reducing substantially administrative time and expenses in convening 

such meetings, without compromising the corporate objectives and enhance 

ability to pursue more business opportunities for the Group. 

The Proposed Mandate is intended to facilitate transactions in the normal course 

of business of the Group which are transacted from time to time with the 

Mandated Related Parties and/or mandated parties, provided that they are carried 

out at arm’s length and on the Group’s normal commercial terms and are not 

prejudicial to Shareholders and not more favourable to the related parties than 

those generally available to the public and are not to the detriment of minority 

shareholders. 

Disclosure will be made in the annual report of the Company of the breakdown of 

the aggregate value of Recurrent Related Party Transactions and recurrent 

transactions conducted pursuant to the Proposed Mandate during the current 

financial year, and in the annual reports for the subsequent financial years during 

which a Shareholder’s mandate is in force where :- 

(A) the consideration, value of the assets, capital outlay or costs of the 

aggregated transaction is equal to or exceeds RM1 million; or 

(B) any one of the percentage ratios of such aggregated transactions is 

equal to or exceeds 1%; 

whichever is the higher based on the following information:- 

(a) the type of the Recurrent Related Party Transactions and recurrent 

transactions made; and 

(b) the names of the related parties involved in each type of the Recurrent 

Related Party Transactions and recurrent transactions made and their 

relationship with the listed issuer. 

15

(ii) BENEFITS OF THE PROPOSED MANDATE 

The details of benefits to be derived from the transactions are as follows: 

(a) The sales and purchase of industrial chemicals, textile auxiliaries and 

dyestuffs, industrial packaging, household insecticides, processed marine 

products, Consumer Goods and Raw Materials reflects the synergy of the 

Group as a manufacturer and trading house. In some instances the related 

parties also acts as a marketing and distribution arm for the Group’s 

products. These transactions are consistent with the Group’s corporate 

objectives of brand-building, expanding the customer base for its products, 

consolidating its market position and to provide business security. 

(b) The management fee is for the procurement of management services. There 

are costs savings and Group synergy in pooling and sharing of the Texchem 

Group’s professional management resources and the availability of 

professional specialist services on a shared basis. 

(c) The rental is for the renting of office, hostel, factory premises, warehouses, 

and facility usage. One of the premises rented serves as the regional head 

office and warehousing centre of the TRB Group. The centralized location 

of companies allows for better coordination and communication between the 

companies. The warehousing centre facilitates prompt and better delivery 

services. The rental of hostel and factory premise is for hostel and factory 

building belonging to FMB and as the premises are readily available, the 

Group can utilize the premises for its workers and production purposes to 

optimise the utilisation of the Group’s resources. The rental expense of 

public relations facility usage is the charge for the corporate use of Villa 

Primavera for Group corporate events, public relations and business 

development. 

Such functions serve to foster closer relationship and rapport with investors, 

bankers, business associates, government and statutory bodies, customers 

and employees and also enhance the Group’s corporate image. 

(d) The rental income is from the letting of the Group’s property and the subletting 

of rented property. The letting of the property generates income for 

the Group and higher utilisation of its assets. 

(e) Provision of services is for the procurement of IT usage, insurance and 

security services. This also includes income from the provision of 

forwarding services. The centralised provision of IT mainframe hardware 

and software services allows for a centralised sharing and sourcing of the 

latest IT technology, standardisation of information processing system to 

provide seamless information flow within the Group and costs savings. 

Insurance coverage is taken up through an authorised insurance agent and 

risk manager which can source for more competitive rates and 

comprehensive cover and provides risk management consultation and 

advisory services. Better security and protection of the Group properties, 

assets and premises are ensured with the in-house security. Disruptions to 

the Group’s businesses and operations are also minimised. 

The forwarding and handling services is ancillary to the business of the 

Group and services provided enables the Group to generate additional 

revenue and to optimise the utilisation of its resources and personnel. 

(f) The royalty payable is for the usage of intellectual property rights on 

products such as mosquito coils, vape mats, vaporisers, flexo photopolymer 

printing plates and plastic engineering precision parts. The intellectual 

property rights are used in the manufacturing and marketing of the said 

products within the licensed territory. 

16

(g) The data transfer charges which are incurred by the Group for the artwork 

design data provided by ECP in relation to the design and manufacturing of 

flexo photopolymer printing plates is beneficial to the Group as there are 

costs savings in the sharing of the said data. 

(h) The sales commission is for sales and marketing services provided by 

SEAPACK ITALIA to Seapack. This arrangement enables the Group to 

harness its marketing strength and infrastructure to market the Related 

Party’s products for the Related Party and generate additional revenue for 

the Group. 

(i) Royalty chargeable is to be paid by a related party to the Group for the 

usage of the Group’s identifiable know-how, experience, data and all other 

technical information relating to the products to be manufactured. 

(j) The purchase of production consumables is for the tools to be generated for 

the Group, by using the engineering expertise of FMB to optimise the 

utilisation of the resources and personnel of the Group. 

(k) Laboratory testing expense is to be paid for the laboratory tests and 

analytical services on the results of the same provided by a related party to 

the Group to optimise the utilisation of resources and personnel by the 

Group. 

(l) Laboratory testing income is to be paid for the laboratory tests and 

analytical services on the results of the same provided by the Group to 

optimise the utilisation of the resources and personnel of the Group. 

(m) The Proposed Financial Assistance Mandate which would facilitate the 

pooling of funds within the Group, via a centralized treasury management 

function or such similar arrangements will allow better utilisation of 

financial resources within the Group. This will enable possible overall cash 

flow savings on interest expense to the Group. 

2.6 Review methods or procedures for the Proposed Mandate 

The Group had established the following procedures for the Proposed Mandate to ensure 

compliance with the Listing Requirements 

(a) A list of mandated parties is circulated within the Group and will be updated as 

and when there are changes. 

(b) All parties have been and/or will be kept notified that all Recurrent Related Party 

Transactions and recurrent transactions are required to be undertaken at arm’s 

length and on normal commercial terms which are not more favourable to the 

mandated parties than those generally available to the public and are not 

detrimental to the minority shareholders and recurrent transactions are to be fair 

and reasonable to TRB and is not to the detriment of TRB and its shareholders. 

(c) The transaction prices, terms and conditions which are market driven are to be 

determined at arm’s length on a customer/supplier relationship basis at mutually 

agreed rates after due consideration of benefits to be derived from the transaction, 

under similar commercial terms for transactions with unrelated third parties, 

which depend on demand and supply, quality, level of service and other related 

factors. 

(d) The terms and conditions for the financial assistance pursuant to the Proposed 

Financial Assistance Mandate which are market driven are to be determined at 

arm’s length basis after due consideration of benefits to be derived from the said 

financial assistance upon similar terms and conditions that may be enjoyed from 

any commercial financial institution. 

17

(e) All Recurrent Related Party Transactions and recurrent transactions will be 

reviewed by the President/Managing Director/Chief Executive Officer/Chief 

Operating Officer of the respective companies and/or one senior management as 

delegated. Senior management may consist of deputy managing director, general 

manager or accountant. 

(f) Records will be maintained by the respective companies to capture all Recurrent 

Related Party Transactions and recurrent transactions which are entered pursuant 

to the Shareholders’ mandate. 

(g) The annual internal audit plan shall incorporate a review of all Recurrent Related 

Party Transactions and recurrent transactions entered into pursuant to the 

Shareholders’ mandate to ensure that relevant approvals are obtained and the 

procedures in respect of such transactions are adhered to. 

(h) The Board shall have overall responsibility for the determination of the review 

procedures with authority to sub-delegate to individuals or committees 

within the Group as they deem appropriate. 

(i) If a member of the Board has an interest in the transaction to be reviewed by the 

Board, as the case may be, he will abstain from any decision making by the Board 

in respect of the said transaction. 

(j) The Audit Committee shall review the internal audit reports to ascertain that the 

guidelines and procedures to monitor Recurrent Related Party Transactions and 

recurrent transactions have been complied with. 

(k) Some transactions may be on a cost recovery basis, being recovery of part of the 

costs for sharing or provision of some services or on a negotiated basis where 

both parties would contract on terms which are mutually acceptable and 

beneficial. 

2.7 Audit Committee’s Statement 

The Audit Committee has seen and reviewed the procedures for Recurrent Related Party 

Transactions and recurrent transactions (as set out in Section 2.6 above) and is of the view 

that the review procedures are sufficient to ensure that: 

(i) the Recurrent Related Party Transactions and recurrent transactions will be 

carried out at arm’s length basis and on 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 minority shareholders; and 

(ii) the recurrent transactions will be fair and reasonable to TRB and is not to the 

detriment of TRB and its shareholders. 

2.8 Validity Period 

The Proposed Mandate, if approved at the forthcoming AGM, will continue to be in force 

until:- 

(i) the conclusion of the next AGM of TRB following the forthcoming AGM at 

which the Proposed Mandate is approved, at which time it will lapse, unless by a 

resolution passed at the next AGM, the authority is renewed; 

18

(ii) the expiration of the period within which the next AGM after the forthcoming 

AGM 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 Companies Act, 1965); or 

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

whichever is the earlier. 

Thereafter, approval from Shareholders for a renewal of the mandate in relation to the 

Proposed Mandate will be sought at each subsequent AGM of the Company. 

3. EFFECTS OF THE PROPOSED MANDATE 

The Proposed Mandate will not have any effect on the issued and paid-up share capital and the 

shareholdings of the substantial shareholders and will not have any material effect on the 

consolidated net assets and consolidated earnings of TRB. 

4. CONDITIONS OF THE PROPOSED MANDATE 

The Proposed Mandate requires the approval of the shareholders of TRB at the forthcoming AGM. 

5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS 

As at 23 April 2007 the direct and indirect interests of the Directors and major shareholders of TRB 

who are interested and/or do not consider themselves independent and have shareholdings in TRB 

are as follows: 

Directors 


Konishi 

Notes : 

(a) Held by TSFK and his nominee, CIMB Group Nominees (Asing) Sdn. Bhd.. 

(b) Deemed interested by virtue of his interests (direct and/or indirect) in THSB, ISB, Texcorp 

and by virtue of his family relationships with Puan Sri Datin Seri Atsuko Konishi, Mika 

Konishi and Mari Konishi pursuant to Sections 6A and/or 122A of the Companies Act, 

1965. 

(c) Does not have any direct or indirect interest in TRB. 

(d) Negligible. 

No. of ordinary shares of RM1.00 each held in TRB 

Direct % Indirect % 

6,932,018 (a) 

19 

5.59 69,519,185 (b) 56.02 

Lee Siew Khee, Jeffrey (c) - - - - 

Wong Kin Chai (c) - - - - 

Yap Kee Keong 8,250 - (d) 

Brian Tan Guan Hooi 6,039 - (d) 

- - 

- -

Interested Major Shareholders 

Notes: 

(a) 

Held by THSB and its nominees, CIMB Group Nominees (Tempatan) Sdn. Bhd., Mayban 

Securities Nominees (Tempatan) Sdn. Bhd. and Mayban Nominees (Tempatan) Sdn. Bhd. 

(b) Deemed interested by virtue of its interests in Texcorp and ISB pursuant to section 6A of 

(c) 

the Companies Act, 1965. 

Held directly as well as through its nominee, HDM Nominees (Tempatan) Sdn. Bhd. and 

AMSEC Nominees (Tempatan) Sdn. Bhd. 

(d) 

Deemed interested by virtue of its shareholdings in Texcorp pursuant to Section 6A of the 

Companies Act, 1965. 

(e) 

Held by TSFK and his nominee, CIMB Group Nominees (Asing) Sdn. Bhd. 

(f) 

Deemed interested by virtue of his interests (direct and/or indirect) in THSB, ISB, Texcorp 

and by virtue of his family relationships with Puan Sri Datin Seri Atsuko Konishi, Mika 

Konishi and Mari Konishi pursuant to Sections 6A and/or 122A of the Companies Act, 

1965. 

The following are the interests of the interested directors as a result of being or having been a 

director of TRB’s subsidiaries and/or holding shares in TRB respectively. 

Abu Bakar bin Abdul 

Hamid 



THSB 38,940,054 (a) 31.38 25,500,609 (b) 20.55 

Texcorp 25,500,609 (c) 

No. of ordinary shares of RM1.00 

each held in TRB 


20 

20.55 - - 

ISB - - 25,500,609 (d) 20.55 


Konishi 

6,932,018 (e) 5.59 69,519,185 (f) 56.02 

Position held as a Director 

- - - - Director of a subsidiary 

Jony Raw 5,500 - (a) - - Director of a subsidiary 

Ow Kam Toi - - - - Director of a subsidiary 

Chin Hai Hong - - - - Director of a subsidiary 

Yuma Konishi - - - - Director of a subsidiary 

Yasuhiro Nishida 264,000 0.21 - - Director of a subsidiary 

Toshiaki Oshimo - - - - Director of a subsidiary 

Masahiro Shimonaka - - - - Director of a subsidiary 

Zenzo Matsumura - - - - Director of a subsidiary 

Mitsuo Matsumura - - - - Director of a subsidiary 

Lim Eng Chai 21,066 0.02 - - Director of a subsidiary 

Sutasna Suwantewatoop 

(Ng Yong Lee) 

- - - - Director of a subsidiary

Notes: 

(a) Negligible 

The following are the interests of persons connected to the interested Major Shareholders, Tan Sri 

Dato’ Seri Fumihiko Konishi, Texcorp, THSB and ISB and person connected to Toshiaki Oshimo: 

Puan Sri Datin Seri 

Atsuko Konishi (a) 



2,215,694 1.79 - - 

Mika Konishi (a) 1,431,414 1.15 - - 

Mari Konishi (a) 1,431,414 1.15 - - 

Yuma Konishi (a) - - - - 

Fumakilla Ltd. (b) 436,194 0.35 - - 

Notes: 

(a) 

Persons connected to the interested Major Shareholders, Tan Sri Dato’ Seri Fumihiko 

Konishi, Texcorp, THSB and ISB. 

(b) 

Person connected to Toshiaki Oshimo. 

Consequently, Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap 

Kee Keong and Brian Tan Guan Hooi (“Interested Directors”) have abstained and will continue to 

abstain from Board deliberations and voting on the Proposed Mandate in respect of their direct 

and/or indirect shareholdings in TRB at the AGM to be convened. The Interested Directors, Abu 

Bakar bin Abdul Hamid, Jony Raw, Ow Kam Toi, Chin Hai Hong Yuma Konishi, Lim Eng Chai, 

Yasuhiro Nishida, Sutasna Suwantewatoop (Ng Yong Lee), Masahiro Shimonaka, Toshiaki 

Oshimo, Zenzo Matsumura and Mitsuo Matsumura (being interested as a result of being or having 

been a director of TRB and/or subsidiaries and/or holding shares in TRB), interested major 

shareholders (THSB, Texcorp, ISB and Tan Sri Dato’ Seri Fumihiko Konishi) and/or persons 

connected to them (Puan Sri Datin Seri Atsuko Konishi, Mika Konishi, Mari Konishi, Yuma 

Konishi and Fumakilla Ltd.) will abstain from voting in respect of their direct and/or indirect 

interests, on the resolution pertaining to the Proposed Mandate at the forthcoming AGM. 

Save as disclosed above, none of the other Directors and/or Major Shareholders or persons 

connected with a Director or Major Shareholders have any interest, directly or indirectly in the 

Proposed Mandate. 

The above interested directors and Major Shareholders have undertaken that they shall ensure that 

persons connected to them will abstain from voting in respect of their direct and indirect 

shareholdings on the resolution approving the Proposed Mandate at the forthcoming AGM. 

6. DIRECTORS’ RECOMMENDATION 

The Board (save and except for Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, 

Wong Kin Chai, Yap Kee Keong and Brian Tan Guan Hooi in respect of the Proposed Mandate as 

they are deemed interested and/or do not consider themselves independent) having considered all 

aspects of the Proposed Mandate, are of the opinion that they are in the best interest of the 

Company and accordingly, the Directors (save and except for Tan Sri Dato’ Seri Fumihiko Konishi, 

Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap Kee Keong and Brian Tan Guan Hooi in respect of 

the Proposed Mandate as they are deemed interested and/or do not consider themselves 

independent) recommend that you vote in favour of the resolution pertaining to the Proposed 

Mandate to be tabled at the forthcoming AGM. 

21

7. ANNUAL GENERAL MEETING 

The AGM, the notice of which is enclosed in the Annual Report of TRB for the financial year 

ended 31 December 2007 accompanying this Circular, will be held at Ballroom 1, Level 2, G Hotel, 

168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30 a.m. for the purpose of 

considering and, if thought fit, passing the ordinary resolution so as to give effect to the Proposed 

Mandate under the agenda of Special Business as set out in the said Annual Report. 

If you are unable to attend and vote in person at the AGM, you will find attached to the Annual 

Report of TRB for the financial year ended 31 December 2007, a Form of Proxy, which you are 

requested to complete and return in accordance with the instructions printed thereon as soon as 

possible so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours 

before the time set for the AGM. The lodging of the Proxy Form will not preclude you from 

attending and voting in person at the AGM should you subsequently wish to do so. 

8. ADDITIONAL INFORMATION 

Shareholders are requested to refer to the attached Appendix I contained in this Circular for further 

information. 

Yours faithfully 

For and on behalf of the Board of 

Texchem Resources Bhd. 

Dato’ Nazir Ariff Bin Mushir Ariff 

Independent Non-Executive Director 

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ADDITIONAL INFORMATION 

1. DIRECTORS’ RESPONSIBILITY 

23 

APPENDIX I 

This Circular has been seen and approved by the Board of Directors of Texchem Resources Bhd. 

(“TRB”) and they collectively and individually accept full responsibility for the accuracy of the 

information given in this Circular and confirm that after making all reasonable enquiries and to the 

best of their knowledge and belief, there are no false or misleading statements or information or 

facts, the omission of which would make any statement herein misleading or incorrect. 

2. MATERIAL CONTRACTS 

Save for the following, TRB and its subsidiaries have not entered into any other material contracts 

(not being contracts entered into in the ordinary course of business) during the two (2) years 

preceding the date of this Circular: 

(i) Share Sale Agreement dated 15 May 2006 between TRB and Introplus Sdn. Bhd. (In 

Member’s Voluntary Liquidation) (“ISB”) for the acquisition of 2,040,000 ordinary shares 

of RM1.00 each in Texcorp (“Texcorp Shares”) by TRB from ISB at a cash consideration 

of RM5,038,800. 

(ii) Facility Agreement dated 19 September 2006 amongst Alliance Investment Bank Berhad 

(formerly known as Alliance Merchant Bank Berhad) [“Alliance”], TRB and Idaman 

Capital Berhad (“Idaman”) in relation to a fixed rate term loan of RM35 Million under a 

Primary Collateralised Loan Obligations (“CLO”) Programme. 

(iii) Share Purchase Agreement and Call Option dated 28 December 2006 amongst Daiichi 

Kasei Co., Ltd (“DK”), Daiichi Kasei Holdings Co., Ltd. and Texchem-Pack Holdings (S) 

Ltd. (“TXPHS”) for the acquisition of 30% equity interest in M.A.C. Technology (M) Sdn. 

Bhd. (“MAC”) [upon conversion of 11,250,000 non-cumulative redeemable preference 

shares in MAC into 11,250,000 ordinary shares of RM1.00 each in MAC] comprising 

9,124,500 ordinary shares of RM1.00 each, from Daiichi Kasei Co., Ltd by TXPHS at a 

total cash purchase consideration of RM7,078,476 subject to a call option granted by DK 

and Daiichi Kasei Holdings Co., Ltd. 

(iv) Supplemental Commercial Papers and/or Medium Term Notes Programme Agreement 

dated 18 January 2007 amongst 

(a) TRB (as Issuer); 

(b) RHB Investment Bank Bhd [formerly known as RHB Sakura Merchant Bankers 

Bhd.] (as Lead Arranger, Facility Agent, Issue Agent, Paying Agent and 

Underwriter); and 

(c) CIMB Bank Berhad (formerly known as Bumiputera-Commerce Bank Berhad), 

EON Bank Berhad, OCBC Bank (Malaysia) Berhad and Maybank Berhad (all as 

Underwriters) 

in relation to the proposed issuance of private debt securities of up to RM100 million in 

the form of commercial papers and or medium term notes (“CP/MTN Programme”) by 

TRB. 

(v) Supplemental Trust Deed dated 18 January 2007 between TRB (as Issuer) and Malaysian 

Trustees Berhad (as Trustee and Security Trustee) in relation to the CP/MTN Programme. 

(vi) Share Sale Agreement dated 26 January 2007 between TXPHS and Eye Corporate 

Planning Co., Ltd. (“ECP”) for the acquisition of 49% equity interest in Eye Graphic Sdn. 

Bhd. comprising 980,000 ordinary shares of RM1.00 each from ECP by TXPHS for a total 

consideration of RM3,526,000 or approximately RM3.60 per share to be satisfied by the

issuance of such number of new ordinary shares in TXPHS (“TXPHS Shares”) based on a 

5-day weighted average market price of TXPHS Shares immediately preceding the date of 

the Share Sale Agreement dated 26 January 2007 i.e. S$0.332 per TXPHS Share 

(equivalent to approximately RM0.76 based on an exchange rate of S$1=RM2.28 as at 25 

January 2007). 

(vii) Sale and Purchase Agreement dated 8 March 2007 between Texchem-Pack (Thailand) Co., 

Ltd. and EA Power Co., Ltd., (“EPA”) for the acquisition of the freehold land held under 

title deed nos 33596 to 33599, Lot Nos. 641 to 644, survey nos. 1959 to 1962, Bang Pa-In 

Industrial Estate, Bang Pa-In, Ayutthaya, 13160 Thailand, consisting of land and buildings 

(comprising factories and a staff canteen and all facilities and utilities inside and outside 

the factories within the area of such land) at a total consideration of THB99,000,000 

[equivalent to approximately Ringgit Malaysia Ten Million Five Hundred and Ninety 

Three Thousand (RM10,593,000) based on an exchange rate of THB1 = RM0.0107 as at 8 

March 2007]. 

(viii) Share Sale Agreement dated 12 March 2007 between TRB and TXPHS for the disposal of 

5,737,500 ordinary shares of RM1.00 each in Texchem-Pack Bangi Sdn. Bhd. (formerly 

known as Sanko Kasei (M) Sdn. Bhd.) (“TXPB”) representing 51% of the issued and paidup 

share capital of TXPB by TRB to TXPHS at a total consideration of RM5,737,500 to be 

satisfied by the issuance of 8,214,618 new ordinary shares in TXPHS based on a 5-day 

weighted average market price of TXPHS Shares immediately preceding the date of the 

Share Sale Agreement dated 12 March 2007 i.e. S$0.305 per TXPHS Share (equivalent to 

approximately RM0.70 based on an exchange rate of S$1=RM2.29 as at 12 March 2007). 

(ix) Share Sale Agreement dated 12 March 2007 between Sanko Kasei Co., Ltd (Sanko Japan) 

and TXPHS for the acquisition of 4,500,000 ordinary shares of RM1.00 each in TXPB 

representing 40% of the issued and paid-up share capital of TXPB by Sanko Japan to 

TXPHS at a total consideration of RM4,500,000 to be satisfied by the issuance of 

6,442,838 new ordinary shares in TXPHS based on a 5-day weighted average market 

price of TXPHS Shares immediately preceding the date of the Share Sale Agreement dated 

12 March 2007 i.e. S$0.305 per TXPHS Share (equivalent to approximately RM0.70 based 

on an exchange rate of S$1=RM2.29 as at 12 March 2007). 

(x) Share Sale Agreement dated 20 April 2007 between TRB and DKSH Holdings (Malaysia) 

Berhad [formerly known as Diethelm Holdings (Malaysia) Berhad] (“DKSH”) for the 

disposal of 16,000,000 ordinary shares of RM1.00 each in Texchem Consumers Sdn. Bhd. 

(“TCSB”) representing 100% of the issued and paid-up share capital of TCSB by TRB to 

DKSH at a total consideration of RM16,000,000. 

(xi) Share Sale Agreement dated 13 June 2007 between TRB and Texchem Corporation Sdn. 

Bhd. (“Texcorp”) for the acquisition of 442 shares of USD 5,000 each in PT. Technopia 

Jakarta (“PTTJ”) representing approximately 30% of the issued and paid-up share capital 

of PTTJ by TRB from Texcorp at cash consideration of RM8,415,470. 

(xii) A conditional Share Purchase Agreement dated 6 September 2007 between Texchem 

Materials Sdn. Bhd (“Texmat”) [as Purchaser], a subsidiary of TRB, and Mitsui Bussan 

Frontier Co., Ltd., (“Mitsui”) [as Vendor] for the acquisition of 100% equity interest in 

New Material (Malaysia) Sdn. Bhd. [formerly known as New Material Service Inc.] 

(“NMM”) for a total cash purchase consideration of RM3,000,000. 

(xiii) Share Sale Agreement dated 22 February 2008 between TRB and Texcorp for the 

acquisition of 310 shares of USD5,000 each in PTTJ representing approximately 21% of 

the issued and paid-up share capital of PTTJ by TRB from Texcorp at a cash consideration 

of RM5,903,588. 

24

3. MATERIAL LITIGATION, CLAIMS AND ARBITRATION 

Neither TRB and/or its subsidiaries are engaged in any material litigation, claims or arbitration 

either as plaintiff or defendant, and the Directors of TRB are not aware of any proceedings pending 

or threatened against TRB and/or its subsidiaries or of any other facts likely to give rise to any 

proceedings which may materially or adversely affect the position or business or title to or 

possession of any of the properties of TRB and/or its subsidiaries. 

4. DOCUMENTS AVAILABLE FOR INSPECTION 

Copies of the following documents are available for inspection by the shareholders of TRB at the 

registered office of TRB at Level 18, Menara Boustead Penang, 39 Jalan Sultan Ahmad Shah, 

10050 Penang during normal office hours between Monday and Friday (except for public holidays) 

from the date of this Circular up to and including the date of the Annual General Meeting: 

(i) The Memorandum and Articles of Association of TRB; 

(ii) The material contracts referred to in section 2 above; 

(iii) Audited consolidated financial statements of TRB Group for the past two (2) financial 

years ended 31 December 2006 and 31 December 2007; and 

(iv) Unaudited consolidated financial results of TRB Group for the quarter ended 31 December 

2007. 

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TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

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