OTHERS HANDAL RESOURCES BERHAD ("HANDAL" OR THE COMPANY") SHAREHOLDERS AGREEMENT BETWEEN HANDAL RESOURCES BERHAD (HANDAL) AND SHANGHAI EB PIPELINE ENGNEERING LTD, (SHANGHAI EB) A COMPANY INCORPORATED IN CHINA, IN RELATION TO HANDALS 51% OWNED SUBSIDIARY, HANDAL SIMFLEXI SDN BHD (HSSB)
|HANDAL RESOURCES BERHAD|
HANDAL RESOURCES BERHAD ("HANDAL" OR THE COMPANY") SHAREHOLDERS AGREEMENT BETWEEN HANDAL RESOURCES BERHAD (HANDAL) AND SHANGHAI EB PIPELINE ENGNEERING LTD, (SHANGHAI EB) A COMPANY INCORPORATED IN CHINA, IN RELATION TO HANDALS 51% OWNED SUBSIDIARY, HANDAL SIMFLEXI SDN BHD (HSSB)
HANDAL RESOURCES BERHAD ("HANDAL" OR THE “COMPANY")
SHAREHOLDERS’ AGREEMENT BETWEEN HANDAL RESOURCES BERHAD AND SHANGHAI EB PIPELINE ENGNEERING LTD, A COMPANY INCORPORATED IN CHINA, IN RELATION TO HANDAL’S 51% OWNED SUBSIDIARY, HANDAL SIMFLEXI SDN BHD
Reference is made to the announcement on 24 January 2018 on the Company’s investment into Handal Simflexi Sdn Bhd (“HSSB”). The Board of Directors of HANDAL (“Board”) wishes to announce that the Company had on 15 May 2018 entered into a shareholders' agreement (“Shareholders’ Agreement”) with Shanghai EB Pipeline Engineering Ltd (“SHANGHAI EB”) a company incorporated in China, to regulate the relationship of the Company and SHANGHAI EB on the management of HSSB.
2.SALIENT TERMS OF THE SHAREHOLDERS’ AGREEMENT
The Shareholders’ Agreement shall come into force and effect on 15 May 2018.
2.1 With the execution of the Shareholders’ Agreement, HANDAL and SHANGHAI EB shall observe the following terms and conditions:-
The shareholding proportions as stated in the Agreement where HANDAL shall own 51% and SHANGHAI EB shall own 49% with an initial share capital of RM100,000.
2.1.2 New Shares
Any new shares from time to time created pursuant to this Agreement or otherwise shall prior to its issuance procure the written consent from the Shareholders and if written consent has been obtained from the Shareholders, such new shares shall be offered to each of the Shareholders in the ratio that is reflective of their respective shareholding proportions, provided always that if any Shareholder does not accept or only accepts a portion of its pro-rata entitlement in relation to any new share to be issued within 14 days of its receipt of the offer, then such unaccepted shares shall be offered and thereafter issued to the other Shareholders in accordance with their respective shareholding proportions, provided that such Shareholders have accepted their own respective entitlement under such issue.
2.1.3 Board Composition
The Board shall always comprise of a maximum of 5 Directors of which HANDAL shall be entitled to nominate 2 Directors, Ahmad Syahmy bin Muhammad Shamsuddin shall be 1 Director nominated by Kemunchak Lanai Sdn Bhd (“KEMUNCHAK”) (subject to the provisions in Section 2.1.5(a) and 2 Directors to be nominated by SHANGHAI EB.
2.1.4 Nomination of Chairman
The Chairman of the Board shall be nominated by HANDAL from among the members of the Board.The Chairman shall chair the meetings of the Board.In the absence of the Chairman in person in any meeting, the Directors present at the meeting shall appoint a Director amongst the nominee Directors of HANDAL by way of simple majority vote to act as the Chairman of the meeting.
2.1.5 Appointment and Removal
(a) Notwithstanding any terms herein, HANDAL shall have the right to appoint, remove, replace or substitute 3 Directors, including the 1 Director appointed by KEMUNCHAK pursuant to Section 2.1.3 from time to time in accordance with the provision of this Shareholders’ Agreement. For clarity, the aforesaid Director representing KEMUNCHAK shall resign from the Board after obligations of KEMUNCHAK pursuant to the guaranteed profit under the terms of the Sales and Purchase Agreement have been fully discharged.
(b) SHANGHAI EB shall have the right to appoint, remove, replace or substitute 2 Directors appointed by it from time to time in accordance with the provisions of this Shareholders’ Agreement.
2.1.6 Reserve Matters
Notwithstanding the Constitution and the terms herein, the parties hereto agree that the consenting votes or approval of SHANGHAI EB at the relevant general meeting of Shareholders shall be required for those reserve matters as set out in the Schedule in the Agreement.
2.1.7 Transfer by Shareholders
No transfer of any shares or any interest therein shall be made by any Shareholder without the written approval of the other Shareholders.
2.1.8 Pre-Emption rights for Sale of Shares
Without prejudice to Section 2.1.7 but subject to the Accession Agreement and failure to transfer, if a Shareholder (“Transferor”) shall wish to sell or transfer all or any part of its shares:-
(a) The Transferor shall serve on the Board and the secretary shall issue a notice in writing of its desire to so transfer. Such notification (“Transfer Notice”) shall specify the number of shares that the Transferor is willing to transfer (“Subject Shares”) and the price at which the Transferor is willing to transfer the same (“Sale Price”) and shall constitute the secretary as its agent for the sale of the Subject Shares;
(b) Within 7 days after the receipt of the Transfer Notice, the secretary shall offer the Subject Shares giving the details in writing of the number of the Subject Shares and the Sale Price to the other Shareholders in accordance with their respective shareholding proportions (as nearly as circumstances permit) and inviting the other Shareholders to state in writing within 14 days from the date of such offer from the secretary whether it is willing to purchase all (and not some only) of its entitlement to the Subject Shares at the Sale Price;
(c) At the expiration of the period of offer stipulated in Section 2.1.8(b), the portion of any Subject Shares offered to any Shareholder but not so accepted shall be offered to the other Shareholder(s), if any, who have accepted the Subject Shares to which it is entitled who shall, if more than one, be entitled to purchase such balance of the Subject Shares in accordance with their respective shareholding proportions share (as nearly as circumstances permit). Such further offer shall be deemed to have been refused if not accepted within 14 days of the date of such further offer;
(d) The secretary shall on the expiration of the offer period stipulated in Section 2.1.8(b) or the further offer period stipulated in Section 2.1.8(c), as the case may be, give notice to the Transferor of whether the other Shareholders are willing to purchase all (and not only some) of the Subject Shares at the Sale Price. If the other Shareholders shall be willing to purchase all the Subject Shares, the Transferor shall be bound, on receipt of the Sale Price per Subject Shares, the Transferor shall be bound on receipt of the Sale Price per Subject Share, to transfer the Subject Shares to the other Shareholders and to forward to the Secretary the relevant share certificate(s) in respect thereof;
(e) It shall be a condition to the offer of the Subject Shares to the other Shareholders that all the Subject Shares must, in aggregate, be accepted by the other Shareholders for such offer to be binding on the Transferor. In the event some (and not all) of the Subject Shares are accepted in aggregate by the other Shareholders, the Transferor shall not be under any obligation to transfer such portion of the Subject Shares as may have been accepted; and
(f) If by the end of the offer period stipulated in Section 2.1.8(d), the other Shareholders shall not be willing to purchase all the Subject Shares at the Sale Price, the Transferor shall be at liberty to sell and transfer the Subject Shares to any person within the next 90 day period following the end of the period stated in Section 2.1.8(c) in pursuance of a bona fide sale at a price not less than the Sale Price and on terms no more favourable than those offered to the other Shareholder(s) aforesaid, PROVIDED ALWAYS THAT such person is not a competitor of the Company and such person complies with the provisions of the Accession Agreement. If the Transferor fails to enter into a definitive agreement for the sale and transfer of the Subject Shares within such 90 day period, its right to sell and transfer the Subject Shares shall lapse and the Transferor shall not sell and transfer the Subject Shares save in compliance with the provisions of Section 2.1.8.
2.1.9 Non-Contributing Shareholder
In the event any Shareholder fails to or is not able to provide to the Company its proportion of the relevant capital contribution (“Non-Contributing Shareholder”), the other Shareholder (“Contributing Shareholder”) shall have the right (but not the obligation) to provide to the Company the shortfall in the Non-Contributing Shareholder’s share of such further financing (“Shortfall”) (in addition to its own) provided that where such Shortfall relates to a request for financing by way of loans from the Shareholder (as opposed to financing by by way of subscription for additional share capital of the Company;-
(a)Such Shortfall shall constitute a debt which is due and immediately repayable by the Company to the Contributing Shareholder, which shall rank in priority to all other debts due and payable by the Company to the Non-Contributing Shareholder other than a previous debt owing by the Company to the Non-Contributing Shareholder pursuant to Section 2.1.9;
(b) The Company shall pay to the Contributing Shareholder interest at the rate determined in writing by the Contributing Shareholder not less than 5% per annum on the outstanding balance of the Shortfall owed by the Company to the Contributing Shareholder calculated on a daily basis from the date on which such amount is due and payable by the Company until the date on which such amount is paid by the Company to the Contributing Shareholder, and
(c) All such amounts as are payable by the Company to the Contributing Shareholder under Section 2.1.9(b) shall have been paid by the Company to the Contributing Shareholder prior to the payment of any dividend or other distribution by the Company to the Non-Contributing Shareholder.
Except as otherwise provided, this Agreement shall continue in full force and effect until the earlier of the following events:-
(a) The Shareholders mutually agree in writing to terminate this Shareholders’ Agreement; or
(b) All the issued shares are held by one single Shareholder; or
(c) Until the Company is liquidated or dissolved pursuant to law or by mutual agreement of the parties in writing; or
(d) Is otherwise terminated following the occurrence of an event of default.
3.DOCUMENTS FOR INSPECTION
The Shareholders’ Agreement is available for inspection during normal business hours at HANDAL’s registered office at Unit 13.01, 13th Floor, No.18A, Jalan Persiaran Barat, 46000 Petaling Jaya, Selangor Darul Ehsan, from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 15 May 2018.
|Company Name||HANDAL RESOURCES BERHAD|
|Date Announced||15 May 2018|
|Category||General Announcement for PLC|