HUP SENG INDUSTRIES BERHAD (226098-P)
(Incorporated in Malaysia)
Notice Of Tenth Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Tenth Annual General Meeting of the Company will be held at Mezzanine Floor, The Katerina Hotel, 8 Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim on Friday, 17 May 2002 at 10:30 a.m for the following purposes:-
By Order of the Board
LEONG OI WAH (f)
MAICSA NO. 7023802
LEONG SIEW FOONG (f)
MAICSA NO. 7007572
Dated: 24 April 2002
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.
2. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting.
3. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
4. If the appointer is a corporation, the proxy form must be executed under its Seal or under the hand of the attorney.
5. The instrument appointing a proxy must be deposited at the office of the Registered Office of the Company, Signet & Co Sdn. Bhd. at Suite 633, 6th Floor, PanGlobal Plaza, Jalan Wong Ah Fook, 80000 Johor Bahru, Johor not less than forty-eight (48) hours before the time appointed for holding the Meeting.
6. Explanatory notes on Special Businesses
(a) The proposed resolution No. 8 if passed is primarily to give flexibility to the Board of Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting. This authority will expire at the next Annual General Meeting of the Company.
(b) The proposed resolution No. 9 in respect of the Section 132E of the Companies Act, 1965, prohibits a company or its subsidiaries from entering into any arrangement or transaction with its directors or persons connected with such directors or connected persons any non-cash asset of the “requisite value” without prior approval of the Company in General Meeting. According to the Act, a non-cash assets, is considered to be of the “requisite value” if, at the time of arrangement or transaction, its value is greater than two hundred and fifty thousand ringgit or 10% of the Company’s net assets, subject to minimum of ten thousand ringgit.
|To receive and adopt the Audited Financial Statement for the year ended 31 December 2001 together with the Reports of the Directors and Auditors thereon.|
|To approve the payment of final dividend comprising 2.5% less 28% tax and 2.5% Tax Exempt for the year ended 31 December 2001. |
|To approve the payment of Directors’ fees. |
|To re-elect the following Directors who retire during the year in accordance with Article 76 of the Company’s Articles of Association and being eligible, offer themselves for re-election:-|
- Kuo Choo Song
- Kerk Chiew Siong
- Keh (Kerk) Chu Koh
|To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorize the Directors to fix their remuneration.|
|As Special Business to consider and if thought fit, to pass the following Ordinary Resolutions:-|
Authority To Allot Shares
“THAT subject to Companies Act, 1965, Articles of Association of the Company and approvals from Kuala Lumpur Stock Exchange and other governmental or regulatory bodies where such approval is necessary, full authority be and is hereby given to the Directors pursuant to Section 132D of Companies Act, 1965 to issue shares in the capital of the Company at any time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Directors may in their discretion, deem fit provided always that the aggregate number of shares to be issued pursuant to this resolution, does not exceeed 10% of the issued share capital of the Company for the time being.”