TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

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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
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: “MIRAKU” Miraku Sdn. Bhd. (7426
Page 5: CONTENTS PROPOSED MANDATE LETTER TO
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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