TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

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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
Page 1: THIS CIRCULAR IS IMPORTANT AND REQU
Page 5 and 6: CONTENTS PROPOSED MANDATE LETTER TO
Page 7 and 8: of Chapters 8 and 10 of the Listing
Page 9 and 10: 2.2 Proposed Mandate “moneylendin
Page 11 and 12: No. Mandated Related Party (viii) P
Page 13 and 14: Amount ♦ to be approved for the p
Page 19 and 20: ◊ Classified as provider and reci
Page 21 and 22: (ii) BENEFITS OF THE PROPOSED MANDA
Page 23 and 24: (e) All Recurrent Related Party Tra
Page 25 and 26: Interested Major Shareholders Notes
Page 27 and 28: 7. ANNUAL GENERAL MEETING The AGM,
Page 29 and 30: issuance of such number of new ordi

TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

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