redtone international berhad - Announcements - Bursa Malaysia

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DEFINITIONS Except where the context otherwise requires, the following words or abbreviations shall have the following meanings: “Act” : Companies Act, 1965, as amended from time to time and any enactment thereof “AMLR” : ACE Market Listing Requirements of Bursa Securities and any amendments thereto “AGM” : Annual General Meeting “Board” : Board of Directors of REDtone “Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W) “CMSA” : Capital Markets & Services Act 2007 “DC” : DE Content Sdn Bhd (784389-T), a wholly-owned subsidiary of DM “DM” : DE Multimedia Sdn Bhd (784388-H), a subsidiary of DMH ‘DMH” : DE Multimedia Holding Sdn Bhd (784364-K), a subsidiary of RMMSB “eBT” : eB Technologies Sdn Bhd (482157-A) “ESOS” : Employees’ share option scheme “LPD” : 16 September 2009, being the latest practicable date “Market Day” : Any day between Monday and Friday, both days inclusive, which is not a public holiday and on which Bursa Securities is open for trading in securities “Memorandum” : Memorandum of Association “MSB” : Meridianotch Sdn Bhd (725479-A), a joint controlled entity of RT “Proposed Share Buy- Back” “Proposed Shareholders’ Mandate” : Proposed renewal of authority for the Company to buy-back up to 10% of the issued and paid-up share capital of the Company as set out in Part B of this Circular : Proposed renewal of existing shareholders’ mandate for the Company and/or its subsidiaries to enter into recurrent transactions with Related Parties as set out in Section 2.5.1 of Part A of this Circular “RCNX” : REDtone-CNX Broadband Sdn Bhd (593355-A), an associate of RT “Recurrent Related Party Transactions” or “RRPTs” : Related party transactions which are recurrent, of a revenue or trading nature which are necessary for REDtone Group’s day-to-day operations entered into in the ordinary course of business of the Group “REDtone” or “Company” : REDtone International Berhad (596364-U) “REDtone Group” or “Group” “REDtone Shares” or “Shares” : REDtone and its subsidiaries, collectively : Ordinary shares of RM0.10 each in REDtone “Related Party(ies)” : Director(s), major shareholder(s) of REDtone or person(s) connected with such Director(s) or major shareholder(s) 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 or major shareholder of the Company and/or its subsidiaries or a chief executive of REDtone and/or its subsidiaries, who are interested in the Proposed Shareholders’ Mandate i
DEFINITIONS (CONT’D) “RHPL” : REDtone Telecommunications (China) Limited (972896), a subsidiary of RT “RM” : Ringgit Malaysia “RMSB” : REDtone Marketing Sdn Bhd (526020-T), a wholly-owned subsidiary of REDtone “RMMSB” : REDtone Multimedia Sdn Bhd (677594-A), a wholly-owned subsidiary of REDtone “RMSSB” : REDtone Mobile Services Sdn Bhd (619094-D), a wholly-owned subsidiary of RT “RMT” : REDtone Mytel Sdn Bhd (632786-M), a subsidiary of RT “RN” : REDtone Network Sdn Bhd (524768-X), a subsidiary of REDtone “RSSB” : REDtone Software Sdn Bhd (637608-U) (formerly known as CNX Software Sdn. Bhd.), a wholly-owned subsidiary of REDtone “RT” : REDtone Technology Sdn Bhd (413031-V), a wholly-owned subsidiary of REDtone “RTC” : REDtone Telecommunications Sdn Bhd (378160-H), a wholly-owned subsidiary of REDtone “RTECH” : REDtone Technology Pte Ltd (200009150D), a wholly-owned subsidiary of RT “RTSL” : REDtone Telecommunications (Shanghai) Limited (78314585-4), a wholly-owned subsidiary of RHPL “VTSPL” : VMS Telecommunications (S) Pte Ltd (200806023D), a wholly-owned subsidiary of RTECH “Warisan Jutamas” : Warisan Jutamas Sdn Bhd (773531-V), a substantial shareholder of REDtone All references to “our Company” and “REDtone” in this Circular are to REDtone International Berhad, and all references to “our Group” and “REDtone Group” are to our Company and our subsidiaries. All references to “we”, “us” and “our” are to our Company, and save where the context otherwise requires, shall include our subsidiaries. All reference to “you” in this Circular refers to the shareholders of our Company. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated. ii
Page 1: THIS CIRCULAR IS IMPORTANT AND REQU
Page 5 and 6: PART A LETTER TO OUR SHAREHOLDERS I
Page 7 and 8: On 10 September 2009, the Board ann
Page 9 and 10: 2.3 Principal activities of the Com
Page 11 and 12: 2.5 Nature of RRPTs, classes of rel
Page 13 and 14: (e) If a member of the Board or Aud
Page 15 and 16: Notes: 1 Deemed interested by virtu
Page 17 and 18: PART B LETTER TO OUR SHAREHOLDERS I
Page 19 and 20: 2. DETAILS OF THE PROPOSED SHARE BU
Page 21 and 22: (iii) the Board would have an oppor
Page 23 and 24: 4.6 Shareholdings The effect of the
Page 25 and 26: 3. Deemed interested by virtue of i
Page 27 and 28: FURTHER INFORMATION 1. Directors’
Page 29 and 30: On 31 October 2007, our Board had a

redtone international berhad - Announcements - Bursa Malaysia

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