TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

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