HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

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HARN LEN CORPORATION BHD (Incorporated in Malaysia - Co. No. 502606-H) Registered Office :- 6 th Floor, Johor Tower 15 Jalan Gereja 80100 Johor Bahru Johor Darul Ta’zim 1 June 2005 Board of Directors :- Tan Sri Dato’ Low Nam Hui (Executive Chairman) Low Quek Kiong (Executive Director) Low Kueck Shin (Executive Director) Low Kwek Lee (Executive Director) Low Kuek Kong (Executive Director) Lee Chon Sing (Executive Director) Law Piang Woon (Independent Non-Executive Director) Loh Wann Yuan (Independent Non-Executive Director) Brig. Jen. (B) Dato’ Ali bin Hj Musa (Independent Non-Executive Director) To : The Shareholders of Harn Len Corporation Bhd Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION At an EGM held on 11 June 2004, Harn Len obtained a shareholders’ mandate in respect of recurrent related party transactions of a revenue or trading nature under paragraph 10.09 of the Listing Requirements. Pursuant to the Listing Requirements, the shareholders’ mandate will expire at the conclusion of the next AGM of the company following the AGM at which the shareholders’ mandate is passed, unless by a resolution passed at the meeting, the authority is renewed. On 1 March 2005, Harn Len announced its intention to seek shareholders’ approval for the resolutions to be tabled at the forthcoming AGM. The purpose of this Circular is to set out details of the Proposed Shareholders’ Mandate and to seek shareholders’ approval for the resolutions to be tabled at the forthcoming AGM. 2.0 PROPOSED SHAREHOLDERS’ MANDATE Under Paragraph 10.09 of the Listing Requirements, a listed issuer may seek a shareholders’ mandate in respect of related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:- 1
i) 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; ii) iii) 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; and interested directors, major shareholders and 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 also ensure that persons connected with him abstain from voting on the resolution approving the transactions. Harn Len is principally an investment holding and property investment company and is also involved in the cultivation of oil palm. Its subsidiaries are also involved in the cultivation of oil palm. It is anticipated that the Group would, in the ordinary course of business, enter into the related party transactions as mentioned above and which are detailed in Section 2.2 below. It is likely that such transactions will occur with some degree of frequency and could arise at any time. In view of the time-sensitive and frequent nature of such related party transactions, the Board is seeking shareholders’ approval for the Proposed Shareholders’ Mandate for the Group to enter into transactions in the normal course of business within the class of related parties set out in Section 2.1 below, provided such transactions are entered into at arm’s length and on normal commercial terms which are not more favourable to the related party than those generally available to the public and which will not be to the detriment of the minority shareholders. The related party transactions will also be subject to the review procedures set out in Section 2.5 below. The Proposed Shareholders’ Mandate will take effect from the date the Ordinary Resolutions are passed by the shareholders at the forthcoming AGM and remain in effect until:- i) the conclusion of the next AGM of the Company following the general meeting at which the Proposed Shareholders’ Mandate is passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; ii) iii) the expiration of the period within which the next AGM after that date 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 revoked or varied by resolution passed by the shareholders in general meeting; whichever is the earlier. 2.1 Class of Recurrent Related Party Transactions The Proposed Shareholders’ Mandate will apply to transactions with SCSB and PLNHSB; both of which are companies in which directors and major shareholders of Harn Len and persons connected to them have an interest. 2
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3: CONTENTS CIRCULAR LETTER TO THE SHA
Page 7 and 8: The direct and indirect interests o
Page 9 and 10: The transaction values for the peri
Page 11 and 12: Further, where any Director has an
Page 13 and 14: 4.0 DIRECTORS' RECOMMENDATION Your
Page 15: vi) vii) a joint-venture agreement

HARN LEN CORPORATION BHD - Announcements - Bursa Malaysia

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