Notice of the Fourteenth Annual General Meeting

Amended Announcements
Please refer to the earlier announcement reference number: HS-060426-478BB

HUP SENG INDUSTRIES BERHAD

Type

Announcement
SubjectNotice of the Fourteenth Annual General Meeting

Contents :

HUP SENG INDUSTRIES BERHAD (226098-P)
(Incorporated in Malaysia)


NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of Hup Seng Industries Berhad will be held at Mezzanine Floor, The Katerina Hotel, 8, Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim on Wednesday, 18 May 2006 at 11.00 a.m. for the following purposes: -

A G E N D A

ORDINARY BUSINESS

Please refer to table 1

BY ORDER OF THE BOARD


WOO YING PUN (f) LEONG SIEW FOONG (f) Secretaries

Johor Bahru
Date: 27 April 2006

NOTES: -

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies 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. Where a member is an authorised nominee as defined under The Securities Industry (Central Depositories) Act, 1991 it may appoint at least one proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

5. The instrument appointing a proxy shall be in writing under the hand of the appointer or if such appointer is a corporation under its common seal or the hand of its attorney.

6. The instrument appointing a proxy must be deposited at the Registered Office of the Company, Symphony Incorporations Sdn. Bhd. at Suite 6.1A, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof

7. Explanatory notes on Special Business: -
8. Explanatory notes on Special Resolution: - Table 1

1To receive the Audited Financial Statements for the financial year ended 31 December 2005 together with the Directors' and Auditors' Report thereon.
Resolution 1
2To approve the payment of Directors' Fees for the financial year ended 31 December 2005.
Resolution 2
3To re-elect the following Directors who retire during the year in accordance with the Company's Articles of Association and being eligible, offer themselves for re-election: -
- Kerk Chian Tung - Article 76
Resolution 3
- Mazrina Binti Arifin - Article 76
Resolution 4
- Teo Lee Teck - Article 76
Resolution 5
4To re-appoint Mr Kuo Choo Song pursuant to Section 129(6) of the Companies Act, 1965 as Director of the Company to hold office until the conclusion of the next Annual General Meeting.
Resolution 6
5To re-appoint Messrs Ernst & Young who retire as Auditors of the Company and authorise the Directors to fix their remuneration.
Resolution 7
6As Special Business to consider and if thought fit, to pass the following Ordinary Resolution: -
Authority To Allot Shares
THAT subject to Companies Act, 1965, Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad 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 exceed 10% of the issued share capital of the Company for the time being.”
Resolution 8
7To consider and if thought fit, to pass the following Special Resolution: -
Proposed Amendments to the Articles of Association of the Company
(i) Article 2 - Interpretation Clause
THAT the following interpretation in Article 2 of the Company’s Articles of Association be deleted in its entirety and replaced with the following new interpretation:
Existing Interpretation
New Interpretation
WordsMeaningsWordsMeanings
Central DepositoryMalaysian Central Depository Sdn. Bhd. (Company No: 165570-W)DepositoryBursa Malaysia Depository Sdn. Bhd. (Company No: 165570-W)
Central Depositories ActThe Securities Industry (Central Depositories) Act 1991 or any statutory modification, amendment or re-enactment thereof for the time being in forceCentral Depositories ActSecurities Industry (Central Depositories) Act 1991, as may be amended, modified or altered from time to time
The ExchangeKuala Lumpur Stock ExchangeThe ExchangeBursa Malaysia Securities Berhad
RulesThe Rules of the Central Depository, and any appendices thereto.Rules of DepositoryThe Rules of the Depository and any appendices thereto as may be amended or modified from time to time.

AND THAT all references to “Central Depository” and “Rules” throughout the Company’s whole Articles of Association be changed to “Depository” and “Rules of Depository” respectively.”
(ii) Article 5(e) - Allotment of Shares
THAT the existing Article 5(e) shall be deleted in its entirety and replaced with the following new Article 5(e).

Existing Article 5(e)

every issue of shares or options to employees and/or Directors of the Company shall be approved by the members in general meeting and no Director shall participate in such issues of shares or options unless: -

(i) the members in general meeting have approved of the specific allotment to be made to such Director; and

(ii) he holds office in the Company in an executive capacity Provided Always that a Director not holding office in an executive capacity may so participate in an issue of shares pursuant to a public issue or public offer.
AND THAT the new Article 5(e) shall read as follows: -

every issue of shares, convertibles securities or options to employees and/or Directors of the Company shall be approved by the members in general meeting and no Director shall participate in such issues of shares, convertibles securities or options for employees unless the members in general meeting have approved of the specific allotment to be made to such Director.
(iii) Article 127 - To whom copies of profit and loss accounts etc may be sent
THAT the existing Article 127 shall be deleted in its entirety and replaced with the following new Article 127.

Existing Article 127

The Directors shall from time to time in accordance with Section 169 of the Act cause to be prepared and laid before the Company in general meeting such profit and loss accounts, balance sheets and report as are referred to in the Section. The interval between the close of a financial year of the Company and the issue of annual audited accounts, directors’ and auditors’ report relating to it shall not exceed four (4) months. A copy of each such documents shall not less than twenty-one (21) days before the date of the meeting be sent to every member of, and to every holder of debentures of the Company under the provisions of the Act or of these presents. The requisite number of copies of each such documents as may be required by the Exchange and/or other stock exchange(s), if any, upon which the Company’s shares may be listed shall at the same time be likewise sent to the Exchange and/or such other stock exchange(s): Provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware but any member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Company’s registered office.
AND THAT the new Article 127 shall read as follows: -

A copy of every audited financial statements which is to be laid before a General Meeting of the Company (including every document required by law to be annexed thereto) together with a copy of every report of the Auditors relating thereto and of the Directors’ report, in printed form or in CD-ROM form or in such other form of electronic media, shall not less than twenty-one (21) days before the date of the meeting be sent to every Member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices from the Company under the provisions of the Act or of these Articles; provided that this Article shall not require a copy of these documents to be sent to any person of whose address the Company is not aware of, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the office. In the event that these documents are sent in CD-ROM form or in such other form of electronic media and a Member requires a printed form of such documents, the Company shall send such documents to the Member within four (4) market days from the date of receipt of the Member’s request.”
(iv) Article 138 - Payment by cheque
THAT the existing Article 138 shall be deleted in its entirety and replaced with the following new Article 138.

Existing Article 138

Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder who is named on the register of members or to such person and to such address as the holder may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented.
AND THAT the new Article 138 shall read as follows: -

Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder who is named on the register of members or to such person and to such address as the holder may in writing direct or by direct transfer or such other mode of electronic means (subject to the provision of the Act, the Central Depositories Act and the Rules, the Listing Requirements and/or regulatory authorities) to the bank account of the holders whose name appear in the Register or Record of Depositors respectively. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant or by such electronic means shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. The payment of any dividend by such electronic means shall constitute a good and full discharge to the Company of the dividend to which it relates regardless of any discrepancy given by the Member in the details of the bank account(s). Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented.”
Resolution 9
8To transact any other business of which due notice shall have been given.


Announcement Info

Company NameHUP SENG INDUSTRIES BERHAD  
Stock Name HUPSENG    
Date Announced28 Apr 2006  
CategoryGeneral Announcement
Reference NoHS-060428-57607