Hatching For The Future - teo seng capital berhad

Teo Seng Capital Berhad
Notice Of Sixth
Annual General Meeting
7.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
[Resolution 8]
(Please refer Explanatory Note 3)
"THAT, subject to the provisions of the Listing Requirements of Bursa Malaysia
Securities Berhad, the Company and/or its subsidiary companies (“the Group”) be
and are hereby authorised to enter into and give effect to the recurrent related
party transactions of a revenue or trading nature with the related party as set out in
Part B Section 2 of the Circular to Shareholders dated 29 August 2012 (“the
Related Party”) provided that such transactions and/or arrangements are:-
(a)
(b)
(c)
necessary for the day-to-day operations;
undertaken in the ordinary course of business and at arm’s length basis and
on normal commercial terms which are not more favourable to the Related
Party than those generally available to the public; and
are not prejudicial to the minority shareholders of the Company
(“the Shareholders’ Mandate”)
AND THAT such approval, shall continue to be in force until:-
(a)
(b)
(c)
the conclusion of the next Annual General Meeting ("AGM") of the Company
following this AGM at which the Shareholders’ Mandate is passed, at which
time it will lapse, unless by a resolution passed at such AGM whereby the
authority is renewed; or
the expiration of the period within the next AGM of the Company after that
date is required to be held pursuant to Section 143(1) of the Companies Act,
1965 ("Act") (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
revoked or varied by a resolution passed by the shareholders of the Company
in a general meeting;
whichever is earlier;
AND THAT the Directors of the Company be and are hereby authorised to
complete and do all such acts and things (including executing all such documents
as may be required) as they may consider expedient or necessary to give effect to
the Shareholders’ Mandate.”
8.
PROPOSED RENEWAL OF AUTHORISATION TO ENABLE TEO SENG CAPITAL
BERHAD TO PURCHASE UP TO 10% OF THE ISSUED AND PAID-UP
ORDINARY SHARE CAPITAL OF THE COMPANY
[Resolution 9]
(Please refer Explanatory Note 4)
“THAT, subject always to the compliance with all applicable laws, guidelines, rules
and regulations and the approval of all relevant authorities, the Company be and is
hereby authorised to purchase such amount of ordinary shares of RM0.20 each in the
Company as may be determined by the Directors of the Company from time to time
through Bursa Malaysia Securities Berhad upon such terms and conditions as the
Directors may deem fit and expedient in the interest of the Company provided that:-
(i)
(ii)
(iii)
the aggregate number of shares purchased does not exceed ten per centum
(10%) of the total issued and paid-up share capital of the Company as quoted on
Bursa Malaysia Securities Berhad as at the point of purchase;
the maximum fund to be allocated by the Company for the purpose of
purchasing the shares shall be backed by an equivalent amount of retained
profits and share premium; and
the Directors of the Company may decide either to retain the shares purchased
as treasury shares or cancel the shares or retain part of the shares so purchased
as treasury shares and cancel the remainder or to resell the shares or distribute
the shares as dividends.
Annual Report 2012
99