PCCS-Circular-04-08-08 part A & B-final - Announcements - Bursa ...

.
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager,
solicitor, accountant or other professional adviser immediately.
Bursa Malaysia Securities Berhad (Bursa Securities) did not peruse Part B of this Circular prior to its issuance as it
is exempted circular pursuant to Practice Note No. 18/2005 of the Listing Requirements of Bursa Securities.
Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this Circular.
PCCS GROUP BERHAD
(Company No.: 280929-K)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PART A
• PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
PART B
• PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The above Proposals will be tabled as Special Business at the Company’s Fourteenth (14th)
Annual General Meeting (AGM). Notice of the 14th AGM of PCCS Group Berhad (280929-K)
to be held at PCCS Group Berhad’s Corporate Office, Lot 1376, GM 127, Mukim Simpang
Kanan, Jalan Kluang, 83000 Batu Pahat, Johor Darul Takzim on Tuesday, 26 August 2008 at
10:00 a.m. together with the Form of Proxy are set out in the Annual Report 2008 of the
Company.
You are requested to complete and deposit the Form of Proxy at the registered office of the
Company at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat, Johor Darul Takzim
on or before the time and date indicated below should you be unable to attend the Meeting. The
lodging of the Form of Proxy will not preclude you from attending and voting in person at the
Meeting should you subsequently wish to do so.
IMPORTANT DATES:
Last date and time for lodging the Form of Proxy : 24 August 2008 at 10:00 a.m.
Date and time of the 14th AGM : 26 August 2008 at 10:00 a.m.
This Circular is dated 04 August 2008

PART A
PROPOSED SHAREHOLDERS' MANDATE FOR
RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING
NATURE
1

DEFINITIONS
For the purpose of this Circular, except where the context otherwise requires, the following
definitions shall apply:-
“Act” − Companies Act, 1965, as amended from time to time and any reenactment
thereof
“AGM” − Annual General Meeting
“Board” − The Board of Directors of PCCS
“Bursa Securities” − Bursa Malaysia Securities Berhad
“EGM” − Extraordinary General Meeting
“Listing Requirements” − Listing Requirements of Bursa Securities
“Major Shareholders” − Means a person who has an interest or interests in one or more
voting shares in a company and the nominal amount of that share,
or the aggregate of the nominal amounts of those shares, is:-
(a) equal to or more than 10% of the aggregate of the nominal
amounts of all the voting shares in the company; or
(b) equal to or more than 5% of the aggregate of the nominal
amounts of all the voting shares in the company where such
person is the largest
shareholder of the company.
For the purpose of the definition, “interest in shares” shall have
the meaning given in Section 6A of the Act. A major shareholder
includes any person who is or was within the preceding 6 months
of the date on which the terms of the transaction were agreed
upon, a major shareholder of the listed issuer or any other
company which is its subsidiary or holding company.
“Mandate” − The mandate conferred to the Company by its shareholders to
enter into certain Recurrent Related Party Transactions as set out
in the Company’s Circular dated 28 July 2007 and approved at the
AGM of the Company on 26 August 2008
“NTA” − Net Tangible Assets
“PCCS or the Company” − PCCS Group Berhad (280929-K)
“PCCS Group or the Group” − PCCS and its subsidiaries
“Proposed Shareholders’
Mandate”
− Proposed shareholders’ mandate from the shareholders of PCCS
for the Group to enter into Recurrent Related Party Transactions
of a revenue or trading nature which are necessary for PCCS
Group’s day-to-day operations and which are entered into in the
ordinary course of business
2

DEFINITIONS (Cont’d)
“Person(s) Connected” − In relation to a Director or a Major Shareholder, means such
person(s) who fall(s) under any one of the following categories :
(a) a member of the Director’s or Major Shareholder’s family,
which family shall have the meaning given in Section 122A of
the Act;
(b) a trustee of a trust (other than a trustee for an employee share
scheme or pension scheme) under which the Director, Major
Shareholder or a member of the Director’s or Major
Shareholder’s family is the sole beneficiary ;
(c) a partner of the Director, Major Shareholder or a partner of a
person connected with that Director or Major Shareholder ;
(d) a person who is accustomed or under an obligation, whether
formal or informal, to act in accordance with the directions,
instructions or wishes of the Director or Major Shareholder ;
(e) a person in accordance with whose directions, instructions or
wishes the Director or Major Shareholder is accustomed or is
under an obligation, whether formal or informal, to act ;
(f) a body corporate or its Directors which/who/ is/are
accustomed or under an obligation, whether formal or
informal, to act in accordance with the directions, instructions
or wishes of the Director or Major Shareholder ;
(g) a body corporate or its Directors whose directions,
instructions or wishes the Director or Major Shareholder is
accustomed or under an obligation, whether formal or
informal to act ;
(h) a body corporate in which the Director, Major Shareholder
and/or persons connected with him are entitled to exercise, or
control the exercise of , not less than 15% of the votes
attached to voting shares in the body corporate ; or
(i) a body corporate which is a related corporation.
“Related Party” − A Director, Major Shareholder or a person connected with such
Director or Major Shareholder
“Recurrent Related Party
Transaction”
− A recurrent transaction entered into by PCCS Group which
involves the interest, direct or indirect of a Related Party
“RM” and “sen” − Ringgit Malaysia and sen respectively
“Shares” − Ordinary shares of RM1.00 each
3

TABLE OF CONTENTS
LETTER TO THE SHAREHOLDERS OF PCCS CONTAINING :
SECTION PAGE
1. INTRODUCTION 5
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE 6
2.1 Principal Activities of PCCS and Its Subsidiaries 7
2.2 Details of Recurrent Related Party Transactions 9
2.3 Nature of Recurrent Related Party Transactions 13
2.4 Procedures on Which Transaction Prices Are Determined 15
2.5 Benefits to PCCS Group Transacting With Related Party 15
2.6 Disclosure and Review Procedures for Recurrent Related Party
Transactions
2.7 Statement by Audit Committee 17
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE 17
4. FINANCIAL EFFECT OF THE PROPOSED SHAREHOLDERS’
MANDATE
5. APPROVAL REQUIRED 17
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR
PERSONS
CONNECTED TO THEM
7. DIRECTORS’ RECOMMENDATION 20
8. AGM 20
9. FURTHER INFORMATION 20
APPENDIX
APPENDIX II — FURTHER INFORMATION 38
4
16
17
18

PCCS GROUP BERHAD
(280929-K)
(Incorporated in Malaysia under the Companies Act, 1965)
Directors
Chan Choo Sing (Executive Chairman and Group Managing Director)
Chan Chow Tek (Executive Director)
Chan Chor Ngiak
Chan Chor Ang
Cha Peng Koi @ Chia Peng Koi
Tan Chuan Hock
Tey Ah Tee @ Teo Ah Tee
To : The Shareholders of PCCS GROUP BERHAD
Dear Sir/Madam,
5
Registered Office
Plo 10, Kawasan Perindustrian
Parit Raja, 86400 Batu Pahat
Johor Darul Takzim
04 August 2008
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
1. INTRODUCTION
On 18 July 2008, the Company had announced to Bursa Securities that the Board of Directors of
PCCS would seek shareholders’ approval for the Proposed Shareholders’ Mandate for Recurrent
Related Party Transactions of a revenue or trading nature.
On 24 August 2007, at an AGM of PCCS, the Company obtained the Mandate. Pursuant to
Paragraph 10.09 of Chapter 10 of the Listing Requirements, the Mandate is subject to annual
renewal. In this respect, any authority conferred by the Mandate shall only continue to be in
force until the conclusion of the forthcoming AGM of the Company, at which time it will lapse,
unless authority for its renewal is obtained from the shareholders of the Company at the
forthcoming AGM or at an EGM immediately following an AGM.

The purpose of this Circular is to provide you with details of the Proposed Shareholders’
Mandate and to seek your approval for the resolution pertaining to the Proposed Shareholders’
Mandate to be tabled at the forthcoming AGM.
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE
Under Part E, Paragraph 10.09 of the Chapter 10 of the Listing Requirements, PCCS may seek its
shareholders’ mandate with regards to the Recurrent Related Party Transactions which are
necessary for PCCS Group’s day-to-day operations subject to the following :
(a) the transactions are in the ordinary course of business and are on terms not more favourable
to the related party than those generally available to the public ;
(b) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual
report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate
during the financial year ; and
(c) in a meeting to obtain shareholders’ mandate, the interested director, interested major
shareholder or interested person connected with the interested director or interested major
shareholder; and where it involves the interest of an interested person connected with a
director or major shareholder, such director or major shareholder must not vote on the
resolution approving the transactions. An interested director or interested major shareholder
must ensure that persons connected with him abstain from voting on the resolution approving
the transactions.
The Mandate was obtained at its AGM on 24 August 2007. In accordance with the terms of the
Mandate, it will continue to be in force until the forthcoming AGM of the Company on 26
August 2008, at which time it will lapse, unless the ordinary resolution to approve the Proposed
Shareholders' Mandate is passed at the forthcoming AGM or at an EGM immediately following
the forthcoming AGM.
In this respect, any authority conferred by the Proposed Shareholders’ Mandate at the
forthcoming AGM shall only continue to be in force until :
(a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a
resolution passed at the meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM is required to be held pursuant to
Section 143(1) of the Act (but such period shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act) ; or
(c) revoked or varied by resolution passed by the shareholders in a general meeting ;
whichever is the earlier date.
Thereafter, the approval from the shareholders for subsequent renewals of the mandate will be
sought at each subsequent AGM or at an EGM immediately following each subsequent AGM of
the Company.
The Proposed Shareholders’ Mandate will cover Recurrent Related Party Transactions for the
period between the forthcoming AGM on 26 August 2008 until the date of the next AGM of the
Company.
6

2.1 Principal activities of PCCS and its subsidiaries
The principal activities of PCCS are investment holding and provision of management
services. The principal activities of its subsidiaries are set out below :
Subsidiaries
Perusahaan Chan Choo Sing
Sdn Bhd (“PCCSSB”)*
Beauty Electronic
Embroidering Centre Sdn Bhd
(“BEEC”)*
Effective
Equity
Interest
%
7
Principal Activities
100 Manufacturing and export of apparel
100 Embroidering of logos and emblems
Jusca Garments Sdn Bhd 100 Temporarily ceased operations
Keza Sdn Bhd (“Keza”)* 100 Fabric-knitting and manufacturing of
elastic bands
Mega Labels & Stickers Sdn
Bhd
(“Mega”)*
Shern Yee Garments Sdn Bhd
(“Shern Yee”)
Jusca Development Sdn Bhd
(“JDSB”)
PCCS Garments Limited
(“PGL”)*
100 Printing of labels and stickers
100 Temporarily ceased operations
100 Temporarily ceased operations
100 Manufacturing and export of apparel
JIT Textiles Limited (“JTL”)* 100 Manufacturing and export of apparel
Subsidiary of BEEC
JIT Embroidery Limited
(“JEL”)*
Subsidiaries of Mega
Mega Labels & Stickers
(Selangor) Sdn Bhd (“Mega
(S)”)*
100 Embroidering of logos and emblems and
printing of silk screen products
100
Printing of labels and stickers
Blopak China Private Ltd 100 Temporarily ceased operations
China Roots Packaging Pte Ltd 100 Manufacturing of value adding and sale of
plastic packaging materials
Subsidiaries of Shern Yee
PCCS Capital Sdn Bhd 100 Dormant
Global Apparels Limited
(formerly known as Jusca
Garments (Cambodia) Limited)
(“GAL”)*
70 Manufacturing and export of apparel

Subsidiaries
(Cond’t)
Subsidiary of JDSB
Beauty Silk Screen (M) Sdn
Bhd
(“BSSM”)*
Subsidiary of BSS(M)
Beauty Silk Screen Limited
(“BSSL”)*
Subsidiaries of PCCSSB
PCCS Garments (Suzhou) Ltd
(“SGL”)*
PCCS (Hong Kong) Limited
(“PHKL”)*
Note :
Effective
Equity
Interest
%
8
Principal Activities
95 Marketing of silk screen printing products
100 Printing of silk screen products
100 Manufacturing and sale of apparel
100 Marketing of apparel products
* Being the subsidiaries of PCCS involved in the Recurrent Related Party Transactions.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

2.2 Details of Recurrent Related Party Transactions
The Proposed Shareholders’ Mandate will apply to the following Related Parties :
Related Party
1. HPI Resources
Berhad (“HPI”)
2. Subsidiaries of HPI
Harta Packaging
Industries Sdn Bhd
(“HPISB”)
100%-owned
Harta Packaging
Industries
(Malacca) Sdn
Bhd (“HPIM”)
100%-owned
Chiga Light
Industries Sdn Bhd
(“Chiga”)
100%-owned
Harta Distribution
Network Sdn Bhd
(“HDN”)
100%-owned
K.H. Chan Trading
Sdn Bhd (“KHC”)
100%-owned
PCCS’s
effective
equity
interest
%
Principal Activities
- Investment holding and
provision of management
services
- Manufacturer of
corrugated boards and
carton boxes
9
Relationship
Chan Choo Sing, Chan
Chow Tek, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. Mdm Tan Kwee Kee,
spouse of Chan Choo Sing,
is also a Director of HPI and
shareholder of PCCS.
Chan Choo Sing and Chan
Chor Ngiak are Directors
and major shareholders of
PCCS and HPI. They are
also Directors of HPISB.
- Carton converter Chan Choo Sing, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. They are also Directors
of HPIM.
- Manufacturer of plastic
film packaging products
- Trading of all types of
packaging products
- Provision of lorry
transportation services,
guard services, vehicle
repairs and insurance
services
Chan Choo Sing, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. They are also Directors
of Chiga.
Chan Choo Sing and Chan
Chor Ngiak are Directors
and major shareholders of
PCCS and HPI. They are
also Directors of HDN.
Chan Chow Tek, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. They are also Directors
of KHC.

Related Party
(Cont’d)
Cabaran Minda Sdn
Bhd (“CM”)
100%-owned
Cabaran Perspektif
Sdn Bhd (“CP”)
100%-owned
Harta Fleksipak
Sdn Bhd (“HF”)
100%-owned
HPI Resources
(Overseas) Sdn
Bhd (“HPIO”)
100%-owned
Subsidiary of
HPISB
Harta Packaging
Industries
(Selangor) Sdn
Bhd
(“HPIS”)
100%-owned
Harta Packaging
Industries (Perak)
Sdn Bhd
(“HPIP”)
100%-owned
Subsidiary of HPIO
Harta Packaging
Industries
(Cambodia)
Limited
(“HPIC”)
100%-owned
PCCS’s
effective
equity
interest
%
Principal Activities
- Provision of lorry
transportation services
- Provision of lorry
transportation services
- Manufacturer of hawker
wrapper and paper bag
10
Relationship
Chan Chow Tek, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. They are also Directors
of CM.
Chan Chow Tek, Chan Chor
Ngiak and Chan Chor Ang
are Directors and major
shareholders of PCCS and
HPI. They are also Directors
of CP.
Chan Chor Ngiak and Chan
Chor Ang are Directors and
major shareholders of PCCS
and HPI. They are also
Directors of HF.
- Investment holding Chan Choo Sing and Chan
Chor Ngiak are Directors
and major shareholders of
PCCS and HPI. They are
also Directors of HPIO.
- Manufacturer of
corrugated boards and
carton boxes
- Manufacturer of
corrugated boards and
carton boxes
- Manufacturer of
corrugated boards, carton
boxes and plastic film
packaging products
Chan Chor Ngiak and Chan
Chor Ang are Directors and
major shareholders of PCCS
and HPI. They are also
Directors of HPIS.
Chan Choo Sing and Chan
Chor Ngiak are Directors
and major shareholders of
PCCS and HPI. They are
also Directors of HPIP.
Chan Choo Sing and Chan
Chor Ngiak are Directors
and major shareholders of
PCCS and HPI. They are
also Directors of HPIC.

Related Party
(Cont’d)
3. Parit Raja United
Transport Sdn Bhd
(“PRUT”)
4. Ruby Glamour Sdn
Bhd (“Ruby”)
5. Mohita Jaya Sdn
Bhd (“Mohita”)
6. KN Norris Sdn Bhd
(“KNN”)
PCCS’s
effective
equity
interest
%
Principal Activities
- Lorry transport
services
- Trading and marketing of
“Yang Yang” brand of
sporting apparels and
other related sporting
accessories
- Provision of lorry
transportation services
and insurance services
- Provision of training and
business consultancy
services
11
Relationship
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Chan Choo Sing is Director
and major shareholder of
PCCS and PRUT.
Chan Choo Sing, a Director
and major shareholder of
PCCS, is also a major
shareholder of Ruby. Mdm
Tan Kwee Kee, spouse of
Chan Choo Sing, is a
Director of Ruby and
shareholder of PCCS.
Chan Chor Ang is Director
and major shareholder of
PCCS and Mohita. Chan
Choo Sing, Chan Chow Tek
and Chan Chor Ngiak are
Directors of PCCS and
major shareholders of
Mohita.
Cha Peng Koi @ Chia Peng
Koi is Director of PCCS and
KNN. He is also a major
shareholder of KNN.

The shareholding of the interested Directors, Major Shareholders and Persons Connected with the
Directors and Major Shareholders of PCCS in HPI as at 10 July 2008 are as follows :
HPI Interested
Directors/Major Shareholders
Lucrabase Sdn Bhd
(“Lucrabase”)
Direct Interest Indirect Interest
No. of shares % No. of shares %
17,325,000 40.69 - -
Chan Choo Sing 156,012 0.37 19,563,076* 45.94
Chan Chow Tek 5 0.00 17,325,000# 40.69
Chan Chor Ngiak 417,083 0.98 17,325,000^ 40.69
Chan Chor Ang 1,125,503 2.64 17,344,800> 40.73
Persons Connected with the
Directors and Major
Shareholders of PCCS
Tan Kwee Kee 1,704,776 4.00 18,014,312< 42.30
Chia Lee Kean 19,800 0.05 - -
Chan Kok Hiang @ Chan Kock
Hiang
96,898 0.23 - -
Ch’ng Kah Keow @ A. Ta’a 20,000 0.05 - -
Notes :
* Indirect interest by virtue of his 29% shareholdings in Lucrabase, 1,704,776 shares
owned by his spouse, Tan Kwee Kee and 533,300 shares owned by his son, Chan Wee
Kiang.
# Indirect Interest by virtue of his 17.8% shareholdings in Lucrabase.
^ Indirect Interest by virtue of his 24% shareholdings in Lucrabase.
> Indirect interest by virtue of his 24% shareholdings in Lucrabase and 19,800 shares
owned by his spouse, Chia Lee Kean.
< Indirect interest by virtue of her 5.2% shareholdings in Lucrabas, 156,012 shares owned
by her spouse, Chan Choo Sing and 533,300 shares owned by her son, Chan Wee Kiang.
12

2.3 Nature of Recurrent Related Party Transactions
The nature of the Recurrent Related Party Transactions are set out below :-
Company Transacting
Party
PCCS and
its
subsidiaries
Notes :
HPI and its
subsidiaries
as stated
above
Nature of Transaction Actual
Aggregate
Value (1)
RM’000
Sale of labels and stickers to
Chiga, HPISB, HPIS, HDN and
HPIP
(Existing Transactions)
Letting of office and factory
premises located at PLO 7, Block
C, Kawasan Perindustrian Parit
Raja, 86400 Batu Pahat, Johor
Darul Takzim to HPISB #
(Existing Transactions)
Purchase of corrugated boards,
carton boxes and related packaging
materials by PCCSSB from HPIS,
HPIM and HPISB
(Existing Transactions)
Purchase of polybags and related
packaging materials by PCCSSB,
Mega & BEEC from HF and
Chiga
(Existing Transactions)
Management fee paid by HPISB to
PCCSSB for internal audit services
@
(Existing Transactions)
Hiring of commercial vehicles to
transport workers and
management’s use by PCCSSB
from HPISB
(Existing Transactions)
13
Estimated
Aggregated
Value (2)
RM’000
136 210
56 70
740 1200
550 850
116 160
9 14
# The office and factory are owned by PCCSSB. The rental per month is RM5,558 with a rental
tenure which is renewable annually on a continuous basis.
@ The management fee is payable monthly to PCCSSB for the 50% sharing of the payroll and
expenses incurred by internal audit department of PCCSSB. The internal audit department is
performing the internal audit services to HPISB on a continuous basis.

Company Transacting
Party
PCCS and
its
subsidiaries
PCCS and
its
subsidiaries
PCCS and
its
subsidiaries
PCCS and
its
subsidiaries
(Cont’d) (Cont’d)
Nature of Transaction Actual
Aggregate
Value (1)
RM’000
Provision of insurance agency
services, transport and carriage
services, vehicle repairs and
maintenance services and security
services to PCCSSB, BEEC, Keza,
and Mega by KHC
(Existing Transactions)
Provision of maintenance services
for plant & equipment by HPISB to
BEEC, and Mega and purchase of
diesel by PCCSSB from HPISB
(Existing Transactions)
Provision of transport and carriage
services by CM and CP to
PCCSSB, BEEC, Mega and Keza
(Existing Transactions)
Purchase of corrugated boards,
carton boxes and related packaging
materials by PGL and JGL from
HPIC
(Existing Transactions)
PRUT Provision of transport and carriage
charges and garbage collection
services to PCCSSB, BEEC and
Mega
(Existing Transactions)
Ruby Sale of labels and stickers to Ruby
by Mega
(Existing Transactions)
Mohita Provision of insurance agency
services to PCCSSB, BEEC, Keza,
Mega, Mega(S), PGL, JGL, BSSM,
and BSSL
(Existing Transactions)
KNN Provision of training and business
consultancy services to PCCSSB
(New Transactions)
14
Estimated
Aggregated
Value (2)
RM’000
89 140
2 4
40 65
2,610 4,000
95 150
2 4
567 850
0 50
Total : 5,012 7,767

Notes:
(1) Actual aggregate value is for the period between the date of the previous AGM held on 24
August 2007 to 30 June 2008, being the latest practicable date prior to the printing of the
Circular.
(2) Estimated aggregated value of the transactions for the period from the forthcoming AGM to
the next AGM is based on expected trend in demand during the financial year ending 31
March 2009. The value of transactions may be subject to change and frequency transactions
are monthly.
2.4 Procedures on Which Transaction Prices Are Determined
The Company has established the following procedures to determine transaction prices with
Related Party :
(a) All directors and major shareholders have to declare their interest in any transaction between
them or persons connected to them with PCCS Group.
(b) A register is maintained on Recurrent Related Party Transactions.
(c) Before the transactions are entered into, the internal auditors are to review the terms of
Recurrent Related Party Transactions to ensure that they are conducted at arm’s length and
based on normal commercial terms not more favourable to the Related Party than those
generally available to the public, consistent with the Group’s usual business practices and
policies and will not be detrimental to minority shareholders of PCCS.
(d) Before the transactions are entered into, the Audit Committee is to review the terms of
Recurrent Related Party Transactions and to provide a statement that they have reviewed and
are satisfied with the review procedures to the extent that the procedures are relevant and
sufficient to ensure that such Recurrent Related Party Transactions will be carried on normal
commercial terms not more favourable to the Related Party than those generally available to
the public and which are not detrimental to minority shareholders of PCCS.
(e) The transaction prices, terms and conditions are determined by market forces of supply and
demand under similar commercial terms for transactions with third parties. In addition,
quotations obtained from third parties by PCCS Group’s purchasing departments will be used
for comparison. Ceteris peribus, the Group will buy from the supplier with the lowest price.
2.5 Benefits to PCCS Group Transacting With Related Party
The Related Parties are both good customers as well as reliable suppliers of goods required by the
Group. The goods are priced competitively and all transactions are on normal commercial terms
at arm’s length basis. Due to the Related Parties’ indepth understanding of PCCS Group’s
business activities and vice versa, prompt and better services in terms of delivery and reliability
are guaranteed. Quality of goods delivered are also ensured.
15

2.6 Disclosure and Review Procedures for Recurrent Related Party Transactions
PCCS has established various methods and procedures to ensure that Recurrent Related Party
Transactions are undertaken on an arm’s length basis and on normal commercial terms, which are
consistent with PCCS’s usual business practices and policies and are on terms not more
favourable to the related party than those extended to third parties/the public and are not to the
detriment of the minority shareholders.
To monitor the Recurrent Related Party Transactions, the following review procedures have been
implemented and will continue to be in force for the period under which the Proposed
Shareholders’ Mandate is sought for :
(a) any tender, quotation or contract received from or proposed to be entered into with a Related
Party will not be approved unless :
• the pricing of the PCCS Group for the services, products and materials and/or equipment
to be provided or supplied and/or received or purchased is determined in accordance with
the Group’s usual business practices and policies, consistent with the usual margin of the
Group with unrelated third parties;
• the terms are not more favourable to the Related Party than those extended to unrelated
third parties and available to the public and the Recurrent Related Party Transactions are
not detrimental to minority shareholders of PCCS ; and
• in respect of the provision and/or supply and/or purchase of equipment, machinery and/or
products after taking into account of factors such as pricing, quality, delivery schedules
and, where applicable, preferential rates, rebates or discounts accorded for bulk
purchases, the terms offered are fair and reasonable and on the PCCS Group’s
commercial rates.
(b) the Audit Committee may, as they deem fit, request for additional information pertaining to
the transactions from independent sources or advisers ;
(c) in addition to the guidelines set out above, the Audit Committee has also undertaken the
following :
• the Audit Committee will review from time to time the Related Party Transactions being
performed by the PCCS Group ;
• the Audit Committee will carry out an annual review to ascertain that the established
guidelines and procedures for Related Party Transactions have been complied with; and
• the Audit Committee will consider from time to time whether the established guidelines
and procedures for Related Party Transactions have become inappropriate, and/or are
unable to ensure that the transactions will be on normal commercial terms, and/or will
prejudice the interests of shareholders generally.
(d) the Company will also maintain a record of Related Party Transactions carried out pursuant
to the Proposed Shareholders’ Mandate. The Company’s internal audit plan will incorporate a
review of the record in respect of the transactions entered into during the year.
16

2.7 Statement by Audit Committee
The Audit Committee of the Company has seen and reviewed the procedures mentioned in
paragraph 2.6 above and are satisfied that the said procedures are sufficient to ensure that the
Recurrent Related Party Transactions will be carried out on normal commercial terms which are
not prejudicial to the interests of the shareholders, and the terms are not more favourable to the
Related Party than those generally available to the public and such transactions are not
detrimental to minority shareholders of PCCS.
The Audit Committee shall periodically review the Recurrent Related Party Transactions and also
review the established guidelines and procedures to ascertain its compliance. If during the
periodic reviews, the Audit Committee is of the opinion that the guidelines and procedures are
not sufficient to ensure that the Recurrent Related Party Transactions :
• will be conducted at arms length basis ;
• are on normal commercial terms in the ordinary course of business ;
• are not more favourable to the Related Party than those generally available to the public ; and
• are not prejudicial to the interests of shareholders,
the Company will seek a fresh mandate based on new guidelines and procedures.
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate is intended to enhance the Group’s ability to pursue
business opportunities which are time-sensitive in nature and to eliminate the need to announce
and convene separate general meetings on each occasion to seek shareholders’ prior approval for
the entry by the relevant company in the Group into such transactions. This will substantially
reduce the expenses associated with the convening of general meeting on an ad hoc basis,
improve administrative efficiency considerably, and allow manpower, resources and time to be
channelled towards attaining other corporate objectives.
4. FINANCIAL EFFECT OF THE PROPOSED SHAREHOLDERS’ MANDATE
The Proposed Shareholders’ Mandate will not have any impact on the share capital and
shareholding structure of PCCS and it will not have any significant impact on the NTA per share
and earnings per share of the PCCS Group.
5. APPROVAL REQUIRED
The Proposed Shareholders’ Mandate is subject to approval being obtained from the shareholders
of PCCS at the forthcoming AGM.
17

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS
CONNECTED TO THEM
Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak and Chan Chor Ang are deemed interested
in the shareholdings of Setia Sempurna Sdn Bhd (“Setia Sempurna”), who is a Major Shareholder
of PCCS. Their shareholdings in Setia Sempurna as at 10 July 2008 are as follows :-
Name of Interested Directors Direct Indirect
No. of shares % No. of
shares
Chan Choo Sing 27,000 27.00 - -
Chan Chow Tek 20,000 20.00 - -
Chan Chor Ngiak 14,000 14.00 - -
Chan Chor Ang 14,000 14.00 - -
Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak and Chan Chor Ang are Directors and
Major Shareholders of PCCS and HPI. Chan Choo Sing is also a Major Shareholder and Director
of PRUT. He is also a Major Shareholder in Ruby. Chan Choo Sing, Chan Chow Tek, Chan
Chor Ngiak and Chan Chor Ang are Major Shareholders’ of Mohita. Cha Peng Koi @ Chia Peng
Koi is Director of PCCS and KNN and he is alos a major shareholders of KNN. Consequently,
they will be deemed interested in the Proposed Shareholders’ Mandate. HPI and its subsidiaries,
PRUT, Ruby, Mohita and KNN, do not have any shareholdings, direct or indirect, in PCCS.
Mdm Tan Kwee Kee, a spouse of Chan Choo Sing is a Director of Ruby and HPI and major
Shareholder of PCCS and HPI. Consequently, she will be deemed interested in the Proposal
Shareholders’ Mandate.
The interested Directors have abstained and will continue to abstain from any deliberation and
voting at board meetings, and such interested Directors and/or Major Shareholders have
undertaken they will ensure themselves and the persons connected to them will abstain from
voting at the forthcoming AGM in respect of their direct and indirect shareholdings in PCCS on
the Proposed Shareholders’ Mandate. The Major Shareholders and Persons Connected to the
interested Directors and Major Shareholders will also abstain from voting at the forthcoming
AGM, in respect of their direct and indirect shareholdings in PCCS on the Proposed
Shareholders’ Mandate.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
18
%

The direct and indirect interest of the Directors, Major Shareholders of PCCS and Persons
Connected to them with regards to the Proposed Renewal of Shareholders’ Mandate as at 10 July
2008 are as follow :
Interested Directors /
Major Shareholders
-----------No. of PCCS Shares held----------
Direct Interest Indirect Interest
No. of shares % No. of shares %
Setia Sempurna Sdn Bhd 24,000,078 39.99 - -
Chan Choo Sing 2,597,953 4.33 27,247,350* 45.40
Chan Chow Tek 2,787,983 4.65 24,000,078# 39.99
Chan Chor Ngiak 319,550 0.53 24,000,078@ 39.99
Chan Chor Ang 809,550 1.35 24,040,078^ 40.06
Cha Peng Koi @ Chia Peng Koi - - - -
Persons Connected
Tan Kwee Kee
(spouse of Chan Choo Sing)
Chia Lee Kean
(spouse of Chan Chor Ang)
Chan Kok Hiang @ Chan Kock
Hiang
(Father of Chan Choo Sing, Chan
Chow Tek, Chan Chor Ngiak and
Chan Chor Ang.)
Notes :
2,781,039 4.63 466,233< 0.78
19
40,000 0.07 - -
226,233
0.38 - -
* Deemed interested by virtue of his interest of 27.0% in the equity of Setia Sempurna and
his spouse, Madam Tan Kwee Kee’s shareholding of 4.63% in PCCS, and virtue of his
sons, Mr. Chan Wee Kiang’s and Mr. Chan Wee Boon’s shareholdings in PCCS.
# Deemed interested by virtue his interest of 20.0% in the equity of Setia Sempurna
@ Deemed interested by virtue his interest of 14.0% in the equity of Setia Sempurna
^ Deemed interested by virtue his interest of 14.0% in the equity of Setia Sempurna and his
spouse, Mdm Chia Lee Kean’s shareholding of 0.07% in PCCS
> Deemed interested by virtue her sons, Mr. Chan Wee Kiang’s and Mr. Chan Wee Boon’s
shareholdings in PCCS.
Save as disclosed above, none of the other Directors or Major Shareholders of PCCS and/or
Persons Connected to them have any interest, direct or indirect, in the Proposed Shareholders’
Mandate.

7. DIRECTORS’ RECOMMENDATION
8. AGM
Your Board (save and except for Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak, Chan
Chor Ang and Cha Peng Koi @ Chia Peng Koi who are deemed interested in the Proposed
Shareholders’ Mandate), having considered all aspects of the Proposed Shareholders’ Mandate, is
of the opinion that the Proposed Shareholders’ Mandate is in the best interest of the shareholders
of the Company and accordingly, the Directors (save and except for Chan Choo Sing, Chan
Chow Tek, Chan Chor Ngiak, Chan Chor Ang and Cha Peng Koi @ Chia Peng Koi who are
deemed interested in the Proposed Shareholders’ Mandate), recommend that you vote in favour
of the Ordinary Resolution on the Proposed Shareholders’ Mandate to be tabled at the
forthcoming AGM.
The forthcoming AGM of the Company, the notice of which is enclosed in the Annual Report of
PCCS for the financial year ended 31 March 2008, will be held at PCCS Group Berhad’s
Corporate Office Lot 1376, GM 127, Mukim Simpang Kanan, Jalan Kluang, 83000 Batu Pahat,
Johor Darul Takzim on Tuesday, 26 August 2008 at 10.00 a.m., for the purpose of considering
and, if thought fit, passing, inter alia, the ordinary resolution on the Proposed Shareholders’
Mandate under the agenda of Special Business as set out in the said Annual Report.
If you are unable to attend and vote in person at the forthcoming AGM, you may complete and
return the Form of Proxy enclosed in the Annual Report of PCCS for the financial year ended 31
March 2008 in accordance with the instructions printed therein as soon as possible in any event,
so as to arrive at the Registered Office of the Company not less than 48 hours before the time
fixed for the forthcoming AGM or any adjournment thereof. The lodging of the Form of Proxy
does not preclude you from attending and voting in person at the AGM should you subsequently
wish to do so.
9. FURTHER INFORMATION
Shareholders are requested to refer to the attached appendix for further information.
Yours faithfully
For and on behalf of the Board of Directors
PCCS GROUP BERHAD
TAN CHUAN HOCK
Independent Non-Executive Director
20

PART B
PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
21

DEFINITIONS
In this Circular and the accompanying appendices, the following abbreviations shall have the following
meanings unless otherwise stated:-
“Act” : Companies Act, 1965 as amended from time to time and
any re-enactment thereof
“AGM” : Annual General Meeting
“Articles” : Articles of Association of PCCS
“Board” : Board of Directors of PCCS
“Bursa Securities” : Bursa Malaysia Securities Berhad
“Director(s)” : Director(s) of PCCS
“Listing Requirements” : Listing Requirements of Bursa Securities
“Major shareholder(s)” : A person who has an interest or interests in one or more
voting shares in PCCS and the nominal amount of that
share, or the aggregate of the nominal amount of those
shares, is:-
“PCCS” or the “Company” : PCCS Group Berhad
(a) equal to or more than 10% of the aggregate of the
nominal amounts of all the voting shares in PCCS; or
(b) equal to or more than 5% of the aggregate of the
nominal amounts of all the voting shares in PCCS
where such person is the largest shareholder of PCCS
“Interest in shares” shall have the meaning given in Section
6A of the Act
“Proposed Amendments” : Proposed Amendments to the Articles
Words importing the singular shall include the plural and vice versa and words importing the masculine
gender shall, where applicable include the feminine gender and vice versa. Reference to persons shall
include corporations.
All references to the time of the day in this Circular are references to Malaysian time.
22

TABLE OF CONTENTS
LETTER TO THE SHAREHOLDERS OF PCCS CONTAINING :
SECTION
23
PAGE
1. INTRODUCTION 24
2. DETAILS OF THE PROPOSED AMENDMENTS 25
3. RATIONALE FOR THE PROPOSED AMENDMENTS 25
4. EFFECTS OF THE PROPOSED AMENDMENTS 25
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 25
6. DIRECTORS’ RECOMMENDATION 25
7. APPROVAL REQUIRED 25
8. AGM 25
9. FURTHER INFORMATION 26
APPENDICES
APPENDIX I : PROPOSED AMENDMENTS 27
APPENDIX II : FURTHER INFORMATION 38

Directors:
PCCS GROUP BERHAD
(Company No.: 280929-K)
(Incorporated in Malaysia)
Chan Choo Sing (Executive Chairman and Group Managing Director)
Chan Chow Tek (Executive Director)
Chan Chor Ngiak (Non-Executive Director)
Chan Chor Ang (Non-Executive Director)
Cha Peng Koi @ Chia Peng Koi (Independent Non-executive Director)
Tan Chuan Hock (Independent Non-executive Director)
Tey Ah Tee @ Teo Ah Tee (Independent Non-executive Director)
To : The Shareholders of PCCS GROUP BERHAD
Dear Sir/Madam,
PROPOSED AMENDMENTS
1. INTRODUCTION
24
Registered Office:
Plo 10, Kawasan Perindustrian
Parit Raja, 86400 Batu Pahat
Johor Darul Takzim
04 August 2008
On 18 July 2008, the Board had announced to Bursa Securities that the Company proposes to
seek the approval of its shareholders to undertake the Proposed Amendments at the forthcoming
AGM of the Company.
The Proposed Amendments is required to enable the Company to streamline the existing Articles
with current developments/amendments under the Listing Requirements and the Act.
The purpose of this Circular is to provide you with the relevant information and explain the
details of the Proposed Amendments and to seek your approval on the Special Resolution to be
tabled under the agenda of Special Business at the forthcoming AGM. The forthcoming AGM of
the Company is scheduled to be held at PCCS Group Berhad’s Corporate Office, Lot 1376, GM
127, Mukim Simpang Kanan, Jalan Kluang, 83000 Batu Pahat, Johor Darul Takzim on Tuesday,
26 August 2008 at 10:00 a.m. The Notice for the forthcoming AGM is set out in the Company’s
Annual Report for the year ended 31 March 2008.

SHAREHOLDERS OF PCCS ARE ADVISED TO READ AND CONSIDER CAREFULLY THE
CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE
EFFECT TO THE PROPOSED AMENDMENTS AT THE FORTHCOMING AGM
2. DETAILS OF THE PROPOSED AMENDMENTS
The Board of PCCS proposes to amend the existing Articles to streamline the existing Articles
with current developments/amendments under the Listing Requirements and the Act.
Further details of the Proposed Amendments are set out in Appendix I of this Circular.
3. RATIONALE FOR THE PROPOSED AMENDMENTS
The Proposed Amendments is required to enable the Company to streamline the existing Articles
with current developments/amendments under the Listing Requirements and the Act.
4. EFFECTS OF THE PROPOSED AMENDMENTS
The Proposed Amendments will not have any effect on the issued and paid-up share capital,
substantial shareholdings, net assets, dividend policy, gearing and earnings of PCCS.
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and Major Shareholders or persons connected with them has any interest,
direct or indirect, in the Proposed Amendments.
6. DIRECTORS’ RECOMMENDATION
The Board, after having considered all aspects of the Proposed Amendments, is of the opinion
that the Proposed Amendments is in the best interest of the Company. Your Board therefore
recommends that you vote in favour of the resolution pertaining to the Proposed Amendments to
be tabled at the forthcoming AGM.
7. APPROVAL REQUIRED
8. AGM
The Proposed Amendments is subject to the approval being obtained from the shareholders of
PCCS at the forthcoming AGM of the Company to be convened.
The Special Resolution pertaining to the Proposed Amendments is set out as Special Business in
the Notice of AGM contained in PCCS’s Annual Report for the year ended 31 March 2008,
which was sent to you together with this Circular. The forthcoming AGM will be held at PCCS
Group Berhad’s Corporate Office, Lot 1376, GM 127, Mukim Simpang Kanan, Jalan Kluang,
83000 Batu Pahat, Johor Darul Takzim on Tuesday, 26 August 2008 at 10:00 a.m.
If you are unable to attend and vote in person at the forthcoming AGM, you are requested to
complete, sign and return the enclosed Form of Proxy set out in the Annual Report 2008 of the
Company, in accordance with the instructions printed thereon, as soon as possible, so as to arrive
at the registered office of PCCS at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat,
Johor Darul Takzim, not less than forty-eight (48) hours before the time and date fixed for the
forthcoming AGM or any adjournment thereof. The lodging of the Form of Proxy will not
preclude you from attending and voting in person at the forthcoming AGM should you
subsequently wish to do so.
25

9. FURTHER INFORMATION
Shareholders are requested to refer to the attached Appendix II for further information.
Yours faithfully,
For and on behalf of the Board of Directors of
PCCS GROUP BERHAD
TAN CHUAN HOCK
Independent Non-Executive Director
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
26

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
The Articles of Association of the Company be altered as follows:-
27
APPENDIX I
(a) The existing Article 2 be amended whereby the affected existing definitions are reproduced here
with the Proposed Amendments, in bold, alongside it:-
WORD EXISTING DEFINITION
Approved
Market
Place
Bursa
Securities
Books
Closing
Date
Central
Depository
Depositor
Deposited
Security
A stock exchange which is
specified to be an approved
market place in Schedule 2 of
the Securities Industry
(Central Depositories)
Exemption Order 1998.
-
The specified time and date
set by the Company for the
purpose of determining
persons entitled to dividends,
interest, or new securities, or
rights to a priority of
application of issues of
securities or other
distributions.
Malaysian Central Depository
Sdn. Bhd.
A holder of a securities
account.
A security standing to the
credit of a securities account
and includes a security in a
securities account that is in
suspense.
Exchange Kuala Lumpur Stock
Exchange
Listing
Requirements
The Listing Requirements of
Kuala Lumpur Stock
Exchange including any
amendment thereto that may
be made and such practice
notes or circulars as may be
issued by the Exchange from
time to time.
WORD NEW DEFINITION
Approved
Market
Place
Bursa
Securities
Books
Closing
Date
Deleted
Bursa Malaysia Securities
Berhad.
The specified time and date
set by the Company for the
purpose of determining
entitlements to dividends,
interest, new securities or
other distributions or rights of
holders of the securities.
Depository Bursa Malaysia Depository
Sdn. Bhd.
Depositor
Deposited
Security
A holder of a securities
account established by the
Depository.
Shall have the meaning
given in Section 2 of the
Central Depositories Act.
Exchange Bursa Securities
Listing
Requirements
The Listing Requirements of
Bursa Securities including
any amendment thereto that
may be made and such
practice notes or circulars as
may be issued by the
Exchange from time to time.

WORD EXISTING DEFINITION
Member
Principal
Subsidiary
Any person/persons for the
time being holding shares in
the Company and whose
names appear in the Register
of Members (except
Malaysian Central Depository
Nominees Sdn. Bhd.),
including, subject to the
provisions of the Foreign
Ownership Regulations,
depositors whose names
appear on the Record of
Depositors.
A subsidiary which accounts
for 25% or more of (i) the
latest audited consolidated
profit after tax of the group or
(ii) the total assets employed
of the group.
Rules The Rules of the Central
Depository.
Securities Shares, debentures, stocks or
bonds issued or proposed to
be issued and includes any
right, option or interest in
respect thereof.
Securities
Account
-
28
WORD NEW DEFINITION
Member
Major
Subsidiary
Rules of the
Depository
Includes a Depositor who
shall be treated as if he
were a member pursuant to
Section 35 of the Central
Depositories Act but
excludes the Depository in
its capacity as a bare
trustee.
A subsidiary which
contributes 70% or more of
the profit before tax or total
assets employed of the
Company on a consolidated
basis.
shall have the meaning
given in Section 2 of the
Central Depositories Act.
Securities shall have the meaning
given in Section 2 of the
Capital Markets and
Services Act 2007.
Securities
Account
means an account
established by the
Depository for a depositor
for the recording of deposit
of securities and for dealing
in such securities by the
depositor.
and that all the references to the above definitions throughout the Articles of Association of the
Company be changed accordingly.
(b) The existing Articles be amended by the alterations, modifications, deletions and/or additions,
wherever necessary, whereby the affected existing Articles are reproduced here with the
Proposed Amendments, in bold, alongside it:-
ARTICLES EXISTING PROVISIONS
8 Shares to be under control of
Directors
Without prejudice to any special rights
previously conferred on the holders of
any existing shares or class of shares,
but subject to the Act and to these
NEW PROVISIONS
Shares to be under control of
Directors
Without prejudice to any special rights
previously conferred on the holders of
any existing shares or class of shares,
but subject to the Act and to these

ARTICLES EXISTING PROVISIONS
Articles, shares in the Company may
be issued by the Directors and any
such shares may be issued with such
preferred, deferred or other special
rights or such restrictions, whether in
regard to dividend, voting, return of
capital or otherwise as the Directors,
subject to any ordinary resolution of
the Company, determine. No shares
shall be issued at a discount except in
compliance with the provisions of the
Act.
Provided that
(a) The rights attaching to shares of
a class other than ordinary
shares be expressed in the
resolution creating the same.
(b) Every issue of shares or options
to employees and/or Directors
shall be approved by
shareholders in general meeting
and such approval shall
specifically detail the amount of
shares or options to be issued to
each Director. Only Directors
holding office in an executive
capacity shall participate in
such an issue of shares.
However, non-executive
Directors may subscribe for
shares issued or offered
pursuant to a public issue as
public offer.
(c) The Company shall not issue
any shares which will have the
effect of giving a controlling
interest to any person, company
or syndicate without prior
approval of shareholders in
General Meeting.
(d) Subject to the Act, the
provisions of these Articles and
the requirements of the
Exchange, the Company shall
have power to issue preference
shares on such terms and
conditions and carrying such
rights or restrictions provided
that the total nominal value of
the issued preference shares
shall not exceed the total
nominal value of the issued
ordinary shares at any time. The
29
NEW PROVISIONS
Articles, shares in the Company may
be issued by the Directors and any
such shares may be issued with such
preferred, deferred or other special
rights or such restrictions, whether in
regard to dividend, voting, return of
capital or otherwise as the Directors,
subject to any ordinary resolution of
the Company, determine. No shares
shall be issued at a discount except in
compliance with the provisions of the
Act.
Provided that
(a) The rights attaching to shares of
a class other than ordinary
shares be expressed in the
resolution creating the same.
(b) Every issue of shares or options
to employees and/or Directors
shall be approved by
shareholders in general meeting
and such approval shall
specifically detail the amount of
shares or options to be issued to
each Director.
(c) The Company shall not issue
any shares which will have the
effect of giving a controlling
interest to any person, company
or syndicate without prior
approval of shareholders in
General Meeting.
(d) Subject to the Act, the
provisions of these Articles and
the requirements of the
Exchange, the Company shall
have power to issue preference
shares on such terms and
conditions and carrying such
rights or restrictions. The
Company shall not, unless with
the consent of existing
preference shareholders at a
class meeting, issue preference
shares ranking in priority to the

ARTICLES EXISTING PROVISIONS
9 Preference shares
Company shall not, unless with
the consent of existing
preference shareholders at a
class meeting, issue preference
shares ranking in priority to the
preference shares already issued
but may issue preference shares
ranking equally therewith.
(a) Preference shareholders shall
have the same rights as ordinary
shareholders as regards
receiving notices, reports and
audited accounts, and attending
general meetings of the
Company. Preference
shareholders shall also have the
right to vote at any meeting
convened:-
(i) for the purpose of
reducing the Company's
share capital, or
winding up the
Company, or
sanctioning a sale of the
whole of the Company's
property, business and
undertaking, or
(ii) where the proposition
to be submitted to the
meeting directly affects
their rights and
privileges attached to
the share, or
(iii) when the dividend or
part of the dividend on
the preference shares is
in arrears for more than
six (6) months, or
(iv) during the winding up
of the Company.
(b) The holders of a preference
share must be entitled to a
return of capital in preference to
holders of ordinary shares when
the Company is wound up.
(c) The repayment of preference
capital other than redeemable
preference capital or any other
alteration of preference
30
NEW PROVISIONS
preference shares already issued
but may issue preference shares
ranking equally therewith.
Preference shares
(a) Preference shareholders shall
have the same rights as ordinary
shareholders as regards
receiving notices, reports and
audited accounts, and attending
general meetings of the
Company. Preference
shareholders shall also have the
right to vote at any meeting
convened:-
Deleted
(i) for the purpose of
reducing the Company's
share capital, or
winding up the
Company, or
sanctioning a sale of the
whole of the Company's
property, business and
undertaking, or
(ii) where the proposition
to be submitted to the
meeting directly affects
their rights and
privileges attached to
the share, or
(iii) when the dividend or
part of the dividend on
the share is in arrears
for more than six (6)
months, or
(iv) during the winding up
of the Company.
(b) The repayment of preference
capital other than redeemable
preference capital or any other
alteration of preference

ARTICLES EXISTING PROVISIONS
shareholders' rights, may only
be made pursuant to a special
resolution of the preference
shareholders concerned,
PROVIDED ALWAYS that
where the necessary majority
for such a special resolution is
not obtained at the meeting,
consent in writing if obtained
from the holders of threefourths
of the preference capital
concerned within two (2)
months of the meeting, shall be
as valid and effectual as a
special resolution carried at the
meeting.
40 Transmission of Securities from
Foreign Register
(1) Where: -
(a) the Securities of the
Company are listed on an
Approved Market Place;
and
(b) the Company is exempted
from compliance with
section 14 of the Central
Depositories Act or section
29 of the Securities
Industry (Central
Depositories) (Amendment)
Act 1998, as the case may
be, under the Rules in
respect of such Securities;
the Company shall, upon request of
a Securities holder, permit a
transmission of securities held by
such Securities holder from the
register of holders maintained by
the registrar of the Company in the
jurisdiction of the Approved
Market Place (hereinafter referred
to as “the Foreign Register”), to
the register of holders maintained
by the registrar of the Company in
Malaysia (hereinafter referred to as
“the Malaysian Register”)
provided that there shall be no
change in the ownership of such
Securities.
(2) For the avoidance of doubt, no
transmission of Securities from the
31
NEW PROVISIONS
shareholders' rights, may only
be made pursuant to a special
resolution of the preference
shareholders concerned,
PROVIDED ALWAYS that
where the necessary majority
for such a special resolution is
not obtained at the meeting,
consent in writing if obtained
from the holders of threefourths
of the preference capital
concerned within two (2)
months of the meeting, shall be
as valid and effectual as a
special resolution carried at the
meeting.
Transmission of Securities from
Foreign Register
(1) Where: -
(a) the Securities of the
Company are listed on
another stock exchange;
and
(b) the Company is exempted
from compliance with
section 14 of the Central
Depositories Act or section
29 of the Securities Industry
(Central Depositories)
(Amendment) Act 1998, as
the case may be, under the
Rules of the Depository in
respect of such securities;
the Company shall, upon request of
a Securities holder, permit a
transmission of securities held by
such Securities holder from the
register of holders maintained by
the Registrar of the Company in
the jurisdiction of the other stock
exchange, to the register of holders
maintained by the Registrar of the
Company in Malaysia and vice
versa provided that there shall be
no change in the ownership of such
Securities.
Deleted

ARTICLES EXISTING PROVISIONS
Malaysian Register into the
Foreign Register shall be allowed
by the Company despite the
fulfillment of Articles 40(1)(a) and
(b).
62 General Meeting
An Annual General Meeting of the
Company shall be held in accordance
with the provisions of the Act. All
General Meetings other than the
Annual General Meetings shall be
called Extraordinary General Meeting.
All General Meetings shall be held at
such time and place as the Directors
shall determine. Every notice
convening a General Meeting shall
contain sufficient information to
enable a Member to decide whether to
attend the meeting and any other
information as required by the Listing
Requirements. Every notice convening
a meeting for passing a special
resolution shall state the intention to
propose such resolution as a special
resolution.
64 Notice of meetings
The notices convening meetings shall
specify the place, day and hour of the
meeting, and shall be given to all
Members at least fourteen (14) days
before the meeting or at least twenty
one (21) days before the meeting
where any special resolution is to be
proposed or where it is an annual
general meeting. Any notice of a
meeting called to consider special
business shall be accompanied by a
statement regarding the effect of any
proposed resolution in respect of such
special business. At least fourteen (14)
days' notice or twenty one (21) days'
notice in the case where any special
resolution is proposed or where it is
the annual general meeting, of every
such meeting shall be given by
advertisement in the daily press and in
32
NEW PROVISIONS
General Meeting
An Annual General Meeting of the
Company shall be held in accordance
with the provisions of the Act. All
General Meetings other than the
Annual General Meetings shall be
called Extraordinary General
Meetings. The Company shall hold
all General Meetings within
Malaysia and may hold such
General Meetings within Malaysia at
more than one (1) venue using any
technology that allows all Members
a reasonable opportunity to
participate and such General
Meetings shall be held at such time
and place as the Directors shall
determine. Every notice convening a
General Meeting shall contain
sufficient information to enable a
Member to decide whether to attend
the meeting and any other information
as required by the Listing
Requirements. Every notice convening
a meeting for passing a special
resolution shall state the intention to
propose such resolution as a special
resolution.
Notice of meetings
The notices convening meetings shall
specify the place, day and hour of the
meeting, and shall be given to all
Members at least fourteen (14) days
before the meeting or at least twenty
one (21) days before the meeting
where any special resolution is to be
proposed or where it is an annual
general meeting. Any notice of a
meeting called to consider special
business shall be accompanied by a
statement regarding the effect of any
proposed resolution in respect of such
special business. At least fourteen (14)
days' notice or twenty one (21) days'
notice in the case where any special
resolution is proposed or where it is
the annual general meeting, of every
such meeting shall be given by
advertisement in at least one (1)

ARTICLES EXISTING PROVISIONS
writing to each Stock Exchange.
66 (b) Record of Depositors
91
The Company shall also request the
Central Depository in accordance with
the Rules, to issue a Record of
Depositors, as at a date not less than 3
Market Days before the general
meeting (hereinafter referred to as "the
General Meeting Record of
Depositors").
Directors
All the Directors of the Company shall
be natural persons.
109 Office of Director vacated in certain
cases
The office of Directors shall become
vacant if the Director:-
(a) becomes bankrupt or makes any
arrangement or composition
with his creditors generally;
(b) becomes prohibited by law from
being a Director by reason of
any order made under the Act;
(c) becomes of unsound mind or
becomes a person whose estate
is liable to be dealt with in any
way under the law relating to
mental disorder;
(d) resigns his office by notice in
writing to the Company;
(e) is removed from his office by
notice in writing from the
Company;
(f) is absent from more than 50%
of the total board of directors'
meetings held during a financial
year save and except in a case
where the Exchange has granted
33
NEW PROVISIONS
nationally circulated Bahasa
Malaysia or English daily newspaper
and in writing to each Stock Exchange
upon which the Company is listed.
Record of Depositors
The Company shall also request the
Depository in accordance with the
Rules of the Depository, to issue a
Record of Depositors, as at the latest
date which is reasonably practicable
which shall in any event be not less
than three (3) Market Days before the
general meeting (hereinafter referred to
as "the General Meeting Record of
Depositors").
Directors
Deleted
Office of Director vacated in certain
cases
The office of Directors shall become
vacant if the Director:-
(a) during his term of office
becomes bankrupt or makes any
arrangement or composition
with his creditors generally;
(b) becomes prohibited by law from
being a Director by reason of
any order made under the Act;
(c) during his term of office
becomes of unsound mind or
becomes a person whose estate
is liable to be dealt with in any
way under the law relating to
mental disorder;
(d) resigns his office by notice in
writing to the Company;
(e) is removed from his office by
notice in writing from the
Company;
Deleted

ARTICLES EXISTING PROVISIONS
a waiver to the director from
compliance with this
requirement; or
(g) shall be required to resign his
office by a notice in writing
lodged at the office signed by
the holder or holders of not less
than three-fourths in nominal
value of the issued shares of the
Company.
109A Qualification of Directors
-
34
NEW PROVISIONS
(f) shall be required to resign his
office by a notice in writing
lodged at the office signed by
the holder or holders of not less
than three-fourths in nominal
value of the issued shares of the
Company; or
(g) if he is convicted by a court of
law, whether within Malaysia
or elsewhere, in relation to the
offences set out in Article
109A.
Qualification of Directors
No person shall be appointed or
allowed to act as a Director or to be
involved whether directly or
indirectly in the management of the
Company, including acting in an
advisory capacity in relation to the
Company, if he:-
(a) has been convicted by a court of
law, whether within Malaysia
or elsewhere, of an offence in
connection with the promotion,
formation or management of a
company;
(b) has been convicted by a court of
law, whether within Malaysia
or elsewhere, of an offence,
involving fraud or dishonesty or
where the conviction involved a
finding that he acted
fraudulently or dishonestly; or
(c) has been convicted by a court of
law of an offence under the
securities laws or the Act,
within a period of five (5) years (or
such period as shall be prescribed
by Bursa Securities) from the date
of conviction or if sentenced to
imprisonment, from the date of
release from prison, as the case may
be.
For the purpose of this Article,
“securities laws” means the Capital

ARTICLES EXISTING PROVISIONS
128 Contracts or arrangements which
the Directors can vote
A Director shall not vote in respect of
any contract or arrangement in which
he is interested, and if he shall do so
his vote shall not be counted, nor, shall
he be counted in the quorum present at
any Meeting, but neither of these
prohibitions shall apply to:-
(a) Any arrangement for giving any
Director any security or
indemnity in respect of money
lent by him to or obligations
undertaken by him for the
benefit of the Company; or
(b) Any arrangement for the giving
by the Company of any security
to a third party in respect of a
debt or obligation of the
Company for which the
Director himself has assumed
responsibility in whole or in
part under a guarantee or
indemnity or by the deposit of a
security; or
(c) Any contract by a Director to
subscribe for or underwrite
shares or debentures of the
Company; or
(d) Any contract or arrangement
with any other company in
which he is interested only as an
officer of the company or as
35
NEW PROVISIONS
Markets and Services Act 2007, the
Central Depositories Act, the
Securities Commission Act 1993 and
the Futures Industry Act 1993 or
such other prevailing laws or
regulations of the relevant
authorities.
Contracts or arrangements which
the Directors can vote
A Director shall not vote in respect of
any contract or arrangement in which
he is interested whether directly or
indirectly and if he shall do so his vote
shall not be counted, however he shall
be counted only to make the quorum
at the board meeting and shall not
participate in any discussion while
the contract or proposed contract is
being considered at the board
meeting and shall not vote on the
contract or proposed contract, but
neither of these prohibitions shall
apply to:-
(a) Any arrangement for giving any
Director himself or any other
Director any security or
indemnity in respect of money
lent by him to or obligations
undertaken by him for the
benefit of the Company; or
(b) Any arrangement for the giving
by the Company of any security
to a third party in respect of a
debt or obligation of the
Company for which the
Director himself or any other
Director has assumed
responsibility in whole or in
part under a guarantee or
indemnity or by the deposit of a
security; or
(c) Any contract or proposed
indemnity or proposed
contract indemnity against
any loss which any Director
may suffer by reason of
becoming or being a surety
for the Company; or
(d) Any contract or proposed
contract entered into or to be
entered into by the Company
or its subsidiary with another

ARTICLES EXISTING PROVISIONS
holder of shares or other
securities; or
(e) Any contract or proposed contract
which has been or will be made
with or for the benefit of or on
behalf of a corporation (as defined
in the Act) which by virtue of
Section 6 of the Act is deemed to
be related to the Company - that
he is a director of that corporation.
Provided that these prohibitions may at
any time be suspended or relaxed to
any extent, and either generally or in
respect of any particular contract,
arrangement or transaction, by the
Company in general meeting.
130 Relaxation of restriction voting
A Director notwithstanding his interest
may, provided that none of the other
directors present disagree, be counted
in the quorum present at any meeting
whereat he or any other Director is
appointed to hold any office or place
of profit under the Company or
whereat the Directors resolve to
exercise any of the rights of the
Company, (whether by the exercise of
voting rights or otherwise) to appoint
or concur in the appointment of a
Director to hold any office or place of
profit under any other company or
whereat the terms of any such
appointment as hereinafter mentioned
are considered or whereat any decision
is taken upon any contract or
arrangement in which he is in any way
interested provided always that he has
complied with Section 131 of the Act.
36
NEW PROVISIONS
Deleted
company in which the interest
of the Director consists solely
of –
(i) in him being a director
of the Company and
the holder of shares not
more than the number
or value as is required
to qualify him for the
appointment as a
director; or
(ii) in him having an
interest in not more
than five per centum
(5%) of its paid-up
capital,
Provided that these prohibitions may at
any time be suspended or relaxed to
any extent, and either generally or in
respect of any particular contract,
arrangement or transaction, by the
Company in general meeting.
Relaxation of restriction voting
Director notwithstanding his interest
may, provided that none of the other
directors present disagree, be counted
in the quorum present at any meeting
whereat he or any other Director is
appointed to hold any office or place
of profit under the Company or
whereat the Directors resolve to
exercise any of the rights of the
Company, (whether by the exercise of
voting rights or otherwise) to appoint
or concur in the appointment of a
Director to hold any office or place of
profit under any other company in
whereat the terms of any such
appointment as hereinafter mentioned
are considered or whereat any decision
is taken upon any contract or
arrangement in which he is in any way
interested provided always that he has
complied with Sections 131 and 131A

ARTICLES EXISTING PROVISIONS
132 (a) Alternate Director
Each Director shall have the power to
nominate in writing under his hand any
person approved for that purpose by a
majority of the other Directors to act as
his alternate ("Alternate Director") and
on such appointment being so made
and approved the Alternate Director
shall in all respects be subject to the
terms and conditions existing with
reference to the other Directors and
each Alternate Director, whilst acting
in the place of the Director whom he
represents, shall exercise and discharge
all the duties and functions of such
Director but shall look to such Director
solely for his remuneration and shall
not be entitled to claim remuneration
from the Company.
151 Profit and loss account and balance
sheet
The Directors shall from time to time
in accordance with the provisions of
the Act, cause to be prepared and laid
before the Company in general
meeting such profit and loss accounts,
balance sheet and reports as are
required under the Act PROVIDED
always that the interval between the
close of a financial year of the
Company and the issue of the annual
audited accounts, the directors' and
auditors' reports to the Exchange shall
not exceed four (4) Months or such
period as may be prescribed by the
Listing Requirements.
37
NEW PROVISIONS
and all other relevant provisions of
the Act, the Listing Requirements
and of these Articles.
Alternate Director
Each Director shall have the power to
nominate in writing under his hand any
person approved for that purpose by a
majority of the other Directors to act as
his alternate ("Alternate Director") and
on such appointment being so made
and approved the Alternate Director
shall in all respects be subject to the
terms and conditions existing with
reference to the other Directors and
each Alternate Director, whilst acting
in the place of the Director whom he
represents, shall exercise and discharge
all the duties and functions of such
Director provided that any fee paid
by the Company to the Alternate
Director shall be deducted from that
Director’s remuneration.
Profit and loss account and balance
sheet
The Directors shall from time to time
in accordance with the provisions of
the Act, cause to be prepared and laid
before the Company in general
meeting such profit and loss accounts,
balance sheet and reports as are
required under the Act PROVIDED
always that the interval between the
close of a financial year of the
Company and the issue of the annual
audited accounts, the directors' and
auditors' reports to the Exchange shall
not exceed four (4) Months or such
period as may be prescribed by the
Listing Requirements. Such
documents may be in printed form
or in compact disc read-only
memory (“CD-ROM”) or digital
video disc read-only memory
(“DVD-ROM”) format or in any
other format whatsoever (whether
available now or in the future)
through which images, data,
information or other material may
be viewed whether electronically or
digitally or howsoever. The requisite
number of copies of each such
document as may be required by the
Exchange shall at the same time be
likewise sent to the Exchange.

FURTHER INFORMATION
1. DIRECTORS RESPONSIBILITY STATEMENT
38
APPENDIX II
This Circular has been seen and approved by the Directors of PCCS and they individually and
collectively accept full responsibility for the accuracy of the information given in this Circular in
so far as it relates to the PCCS Group and confirm that after having made all reasonable enquiries
and to the best of their knowledge and belief, there are no other facts the omission of which
would make any statement in this Circular misleading.
2. MATERIAL LITIGATION
As at 18 July 2008 (being the most practicable date prior to the printing of this Circular), PCCS
and its subsidiaries are not engaged in any material litigation, claims or arbitration either as
plaintiff or defendant and the Directors of PCCS do not have any knowledge of any proceedings
pending or threatened against PCCS or its subsidiaries or any facts likely to give rise to any
proceedings which may materially affect the financial position or business of PCCS and its
subsidiaries.
3. MATERIAL CONTRACTS
Save as disclosed below, there are no other material contracts which have been entered into by
PCCS and/or its subsidiaries during the two (2) years immediately preceding the date of this
Circular, other than contracts entered into in the ordinary course of business:
(i) Share Purchase Agreement dated 3 August 2006 between Jusca Development Sdn Bhd
(“JDSB”) and Mr. Lim Wee Sern whereby JDSB agreed to purchase 60,000 ordinary shares
of RM1/-each in Beauty Silk Screen (M) Sdn Bhd (“BSSM”), representing 30% of the total
paid-up capital of BSSM at a total consideration of RM1,100,000.
(ii) Sales and Purchases Agreement dated 28 December 2006 between Shanghai Lu Di Teng
Chuang Zhi Ye Ltd (“SHLD”) and PCCS (Hong Kong) Limited (“PHKL”) whereby SHLD
agreed to sell and PHKL agreed to purchase 3 office lots held at The One Building, Cao
Yang Road, Shanghai, China for a cash consideration of RMB8,205,547 equivalent to
RM3,774,552.
(iii) Share Purchases Agreement dated 7 August 2007 between JDSB and Mr. Tiv Vuthy whereby
JDSB agreed to purchase 20,000 ordinary shares of RM1/- each in BSSM, representing 10%
of the total paid-up capital of BSSM at total consideration of RM434,700. The acquisition
was completed on 31 August 2007. BSSM becomes a 95% owned subsidiary of JDSB.
(iv) Sales and Purchases Agreement dated 26 January 2008 between PCCS Garments (Suzhou)
Limited (“SGL”) and Suzhou Chint Enterprise Development Co., Ltd. whereby SGL agreed
to purchase the land and building held at North Side, No. 318 Road, Jin Xing Village, Zhenze
Town Development Zone, Wujiang City, Jiangsu Province, China for a cash consideration of
RMB16,000,000 equivalent to RM7,200,000.

4. DOCUMENTS FOR INSPECTION
Copies of the following documents will be made available for inspection at the Registered Office
of PCCS at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat, Johor Darul Takzim,
during office hours on Mondays to Fridays (except public holidays) from the date of this Circular
up to and including the date of the forthcoming AGM :-
i. Memorandum and Articles of Association of PCCS;
ii. The audited financial statements of PCCS for the past two (2) financial years ended 31 March
2007 to 2008; and
iii. Material Contracts referred to in paragraph 3 above.
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39