On behalf of the Board of Director of Hup Seng Industries Berhad, we are pleased to trnasmit a copy ofthe Notice of Ninth Annual General Meeting to be advertised in Star, Utusan Malaysia, Sin Chew and Nanyang on 20 April, 2001 for your attention.
HUP SENG INDUSTRIES BERHAD (226098-P)
(Incorporated in Malaysia)
Notice Of Ninth Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Ninth 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 Wednesday, 16 May 2001 at 10:30 a.m for the following purposes:-
|To receive and adopt the Audited Statement of Accounts for the year ended 31 December 2000 together with the Reports of the Directors and Auditors thereon.|
|To approve the payment of final dividend comprising 3 % less 28% tax and 5% Tax Exempt for the year ended 31 December 2000. |
|To approve the payment of Directors’ fees and other emoluments. |
|To re-elect the following Directors who retire during the year in accordance with Article 83 of the Company’s Articles of Association and being eligible, offer themselves for re-election:-|
- Wee Hoe Soon @ Gooi Hoe Soon
- Mazrina Binti Arifin
- Teo Lee Teck
- Norita Binti Ja'afar
- Raja Khairul Anuar Bin Raja Mokhtar
|To re-elect Ke (Kek) Kim Soon @ Kerk Choo Soon who retires by rotation in accordance with Article 76 of the Company’s Articles of Association and being eligible, offers himself for re-election. |
|To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise 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.”
|Authority To Deal With Substantial Property Transactions Involving Directors
"THAT in accordance with Section 132E of the Companies Act, 1965, authority be and is hereby given to the Company or its related corporations to enter into arrangements or transactions with the Directors of the Company or any person connected with such Directors (within the meaning of Section 122A, Companies Act, 1965) whereby the Company or its related corporations may acquire from or dispose to such Directors or connected persons non-cash assets including but not limited to capital equipment and related machineries and/or any other assets or products of the Company or its related corporations provided that such acquisitions or disposals are on commercial terms and in the ordinary course of business, such authority will continue to be in force until the conclusion of the next Annual General Meeting and THAT for the avoidance of doubt, any such transactions entered into by the Company or its subsidiaries with the Directors or connected persons prior to the date of this resolution be and are hereby approved and ratified."
|To transact any other business for which due notice shall have been given.|
By Order of the Board
LEONG OI WAH (f)
MAICSA NO. 7023802
LEONG SIEW FOONG (f)
MAICSA NO. 7007572
Dated: 20 April 2001
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.11 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.12 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 undred and fifty thousand ringgit or 10% of the Company’s net assets, subject to minimum of ten thousand ringgit.