PCCS-Circular-04-08-08 part A & B-final - Announcements - Bursa ...
PCCS-Circular-04-08-08 part A & B-final - Announcements - Bursa ...
PCCS-Circular-04-08-08 part A & B-final - Announcements - Bursa ...
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.<br />
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.<br />
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager,<br />
solicitor, accountant or other professional adviser immediately.<br />
<strong>Bursa</strong> Malaysia Securities Berhad (<strong>Bursa</strong> Securities) did not peruse Part B of this <strong>Circular</strong> prior to its issuance as it<br />
is exempted circular pursuant to Practice Note No. 18/2005 of the Listing Requirements of <strong>Bursa</strong> Securities.<br />
<strong>Bursa</strong> Securities takes no responsibility for the contents of this <strong>Circular</strong>, makes no representation as to its accuracy<br />
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance<br />
upon the whole or any <strong>part</strong> of the contents of this <strong>Circular</strong>.<br />
<strong>PCCS</strong> GROUP BERHAD<br />
(Company No.: 280929-K)<br />
(Incorporated in Malaysia under the Companies Act, 1965)<br />
CIRCULAR TO SHAREHOLDERS<br />
IN RELATION TO THE<br />
PART A<br />
• PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED<br />
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
PART B<br />
• PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION<br />
The above Proposals will be tabled as Special Business at the Company’s Fourteenth (14th)<br />
Annual General Meeting (AGM). Notice of the 14th AGM of <strong>PCCS</strong> Group Berhad (280929-K)<br />
to be held at <strong>PCCS</strong> Group Berhad’s Corporate Office, Lot 1376, GM 127, Mukim Simpang<br />
Kanan, Jalan Kluang, 83000 Batu Pahat, Johor Darul Takzim on Tuesday, 26 August 20<strong>08</strong> at<br />
10:00 a.m. together with the Form of Proxy are set out in the Annual Report 20<strong>08</strong> of the<br />
Company.<br />
You are requested to complete and deposit the Form of Proxy at the registered office of the<br />
Company at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat, Johor Darul Takzim<br />
on or before the time and date indicated below should you be unable to attend the Meeting. The<br />
lodging of the Form of Proxy will not preclude you from attending and voting in person at the<br />
Meeting should you subsequently wish to do so.<br />
IMPORTANT DATES:<br />
Last date and time for lodging the Form of Proxy : 24 August 20<strong>08</strong> at 10:00 a.m.<br />
Date and time of the 14th AGM : 26 August 20<strong>08</strong> at 10:00 a.m.<br />
This <strong>Circular</strong> is dated <strong>04</strong> August 20<strong>08</strong>
PART A<br />
PROPOSED SHAREHOLDERS' MANDATE FOR<br />
RECURRENT RELATED PARTY<br />
TRANSACTIONS OF A REVENUE OR TRADING<br />
NATURE<br />
1
DEFINITIONS<br />
For the purpose of this <strong>Circular</strong>, except where the context otherwise requires, the following<br />
definitions shall apply:-<br />
“Act” − Companies Act, 1965, as amended from time to time and any reenactment<br />
thereof<br />
“AGM” − Annual General Meeting<br />
“Board” − The Board of Directors of <strong>PCCS</strong><br />
“<strong>Bursa</strong> Securities” − <strong>Bursa</strong> Malaysia Securities Berhad<br />
“EGM” − Extraordinary General Meeting<br />
“Listing Requirements” − Listing Requirements of <strong>Bursa</strong> Securities<br />
“Major Shareholders” − Means a person who has an interest or interests in one or more<br />
voting shares in a company and the nominal amount of that share,<br />
or the aggregate of the nominal amounts of those shares, is:-<br />
(a) equal to or more than 10% of the aggregate of the nominal<br />
amounts of all the voting shares in the company; or<br />
(b) equal to or more than 5% of the aggregate of the nominal<br />
amounts of all the voting shares in the company where such<br />
person is the largest<br />
shareholder of the company.<br />
For the purpose of the definition, “interest in shares” shall have<br />
the meaning given in Section 6A of the Act. A major shareholder<br />
includes any person who is or was within the preceding 6 months<br />
of the date on which the terms of the transaction were agreed<br />
upon, a major shareholder of the listed issuer or any other<br />
company which is its subsidiary or holding company.<br />
“Mandate” − The mandate conferred to the Company by its shareholders to<br />
enter into certain Recurrent Related Party Transactions as set out<br />
in the Company’s <strong>Circular</strong> dated 28 July 2007 and approved at the<br />
AGM of the Company on 26 August 20<strong>08</strong><br />
“NTA” − Net Tangible Assets<br />
“<strong>PCCS</strong> or the Company” − <strong>PCCS</strong> Group Berhad (280929-K)<br />
“<strong>PCCS</strong> Group or the Group” − <strong>PCCS</strong> and its subsidiaries<br />
“Proposed Shareholders’<br />
Mandate”<br />
− Proposed shareholders’ mandate from the shareholders of <strong>PCCS</strong><br />
for the Group to enter into Recurrent Related Party Transactions<br />
of a revenue or trading nature which are necessary for <strong>PCCS</strong><br />
Group’s day-to-day operations and which are entered into in the<br />
ordinary course of business<br />
2
DEFINITIONS (Cont’d)<br />
“Person(s) Connected” − In relation to a Director or a Major Shareholder, means such<br />
person(s) who fall(s) under any one of the following categories :<br />
(a) a member of the Director’s or Major Shareholder’s family,<br />
which family shall have the meaning given in Section 122A of<br />
the Act;<br />
(b) a trustee of a trust (other than a trustee for an employee share<br />
scheme or pension scheme) under which the Director, Major<br />
Shareholder or a member of the Director’s or Major<br />
Shareholder’s family is the sole beneficiary ;<br />
(c) a <strong>part</strong>ner of the Director, Major Shareholder or a <strong>part</strong>ner of a<br />
person connected with that Director or Major Shareholder ;<br />
(d) a person who is accustomed or under an obligation, whether<br />
formal or informal, to act in accordance with the directions,<br />
instructions or wishes of the Director or Major Shareholder ;<br />
(e) a person in accordance with whose directions, instructions or<br />
wishes the Director or Major Shareholder is accustomed or is<br />
under an obligation, whether formal or informal, to act ;<br />
(f) a body corporate or its Directors which/who/ is/are<br />
accustomed or under an obligation, whether formal or<br />
informal, to act in accordance with the directions, instructions<br />
or wishes of the Director or Major Shareholder ;<br />
(g) a body corporate or its Directors whose directions,<br />
instructions or wishes the Director or Major Shareholder is<br />
accustomed or under an obligation, whether formal or<br />
informal to act ;<br />
(h) a body corporate in which the Director, Major Shareholder<br />
and/or persons connected with him are entitled to exercise, or<br />
control the exercise of , not less than 15% of the votes<br />
attached to voting shares in the body corporate ; or<br />
(i) a body corporate which is a related corporation.<br />
“Related Party” − A Director, Major Shareholder or a person connected with such<br />
Director or Major Shareholder<br />
“Recurrent Related Party<br />
Transaction”<br />
− A recurrent transaction entered into by <strong>PCCS</strong> Group which<br />
involves the interest, direct or indirect of a Related Party<br />
“RM” and “sen” − Ringgit Malaysia and sen respectively<br />
“Shares” − Ordinary shares of RM1.00 each<br />
3
TABLE OF CONTENTS<br />
LETTER TO THE SHAREHOLDERS OF <strong>PCCS</strong> CONTAINING :<br />
SECTION PAGE<br />
1. INTRODUCTION 5<br />
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE 6<br />
2.1 Principal Activities of <strong>PCCS</strong> and Its Subsidiaries 7<br />
2.2 Details of Recurrent Related Party Transactions 9<br />
2.3 Nature of Recurrent Related Party Transactions 13<br />
2.4 Procedures on Which Transaction Prices Are Determined 15<br />
2.5 Benefits to <strong>PCCS</strong> Group Transacting With Related Party 15<br />
2.6 Disclosure and Review Procedures for Recurrent Related Party<br />
Transactions<br />
2.7 Statement by Audit Committee 17<br />
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE 17<br />
4. FINANCIAL EFFECT OF THE PROPOSED SHAREHOLDERS’<br />
MANDATE<br />
5. APPROVAL REQUIRED 17<br />
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR<br />
PERSONS<br />
CONNECTED TO THEM<br />
7. DIRECTORS’ RECOMMENDATION 20<br />
8. AGM 20<br />
9. FURTHER INFORMATION 20<br />
APPENDIX<br />
APPENDIX II — FURTHER INFORMATION 38<br />
4<br />
16<br />
17<br />
18
<strong>PCCS</strong> GROUP BERHAD<br />
(280929-K)<br />
(Incorporated in Malaysia under the Companies Act, 1965)<br />
Directors<br />
Chan Choo Sing (Executive Chairman and Group Managing Director)<br />
Chan Chow Tek (Executive Director)<br />
Chan Chor Ngiak<br />
Chan Chor Ang<br />
Cha Peng Koi @ Chia Peng Koi<br />
Tan Chuan Hock<br />
Tey Ah Tee @ Teo Ah Tee<br />
To : The Shareholders of <strong>PCCS</strong> GROUP BERHAD<br />
Dear Sir/Madam,<br />
5<br />
Registered Office<br />
Plo 10, Kawasan Perindustrian<br />
Parit Raja, 86400 Batu Pahat<br />
Johor Darul Takzim<br />
<strong>04</strong> August 20<strong>08</strong><br />
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY<br />
TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
1. INTRODUCTION<br />
On 18 July 20<strong>08</strong>, the Company had announced to <strong>Bursa</strong> Securities that the Board of Directors of<br />
<strong>PCCS</strong> would seek shareholders’ approval for the Proposed Shareholders’ Mandate for Recurrent<br />
Related Party Transactions of a revenue or trading nature.<br />
On 24 August 2007, at an AGM of <strong>PCCS</strong>, the Company obtained the Mandate. Pursuant to<br />
Paragraph 10.09 of Chapter 10 of the Listing Requirements, the Mandate is subject to annual<br />
renewal. In this respect, any authority conferred by the Mandate shall only continue to be in<br />
force until the conclusion of the forthcoming AGM of the Company, at which time it will lapse,<br />
unless authority for its renewal is obtained from the shareholders of the Company at the<br />
forthcoming AGM or at an EGM immediately following an AGM.
The purpose of this <strong>Circular</strong> is to provide you with details of the Proposed Shareholders’<br />
Mandate and to seek your approval for the resolution pertaining to the Proposed Shareholders’<br />
Mandate to be tabled at the forthcoming AGM.<br />
2. DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE<br />
Under Part E, Paragraph 10.09 of the Chapter 10 of the Listing Requirements, <strong>PCCS</strong> may seek its<br />
shareholders’ mandate with regards to the Recurrent Related Party Transactions which are<br />
necessary for <strong>PCCS</strong> Group’s day-to-day operations subject to the following :<br />
(a) the transactions are in the ordinary course of business and are on terms not more favourable<br />
to the related <strong>part</strong>y than those generally available to the public ;<br />
(b) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual<br />
report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate<br />
during the financial year ; and<br />
(c) in a meeting to obtain shareholders’ mandate, the interested director, interested major<br />
shareholder or interested person connected with the interested director or interested major<br />
shareholder; and where it involves the interest of an interested person connected with a<br />
director or major shareholder, such director or major shareholder must not vote on the<br />
resolution approving the transactions. An interested director or interested major shareholder<br />
must ensure that persons connected with him abstain from voting on the resolution approving<br />
the transactions.<br />
The Mandate was obtained at its AGM on 24 August 2007. In accordance with the terms of the<br />
Mandate, it will continue to be in force until the forthcoming AGM of the Company on 26<br />
August 20<strong>08</strong>, at which time it will lapse, unless the ordinary resolution to approve the Proposed<br />
Shareholders' Mandate is passed at the forthcoming AGM or at an EGM immediately following<br />
the forthcoming AGM.<br />
In this respect, any authority conferred by the Proposed Shareholders’ Mandate at the<br />
forthcoming AGM shall only continue to be in force until :<br />
(a) the conclusion of the next AGM of the Company, at which time it will lapse, unless by a<br />
resolution passed at the meeting, the authority is renewed;<br />
(b) the expiration of the period within which the next AGM is required to be held pursuant to<br />
Section 143(1) of the Act (but such period shall not extend to such extension as may be<br />
allowed pursuant to Section 143(2) of the Act) ; or<br />
(c) revoked or varied by resolution passed by the shareholders in a general meeting ;<br />
whichever is the earlier date.<br />
Thereafter, the approval from the shareholders for subsequent renewals of the mandate will be<br />
sought at each subsequent AGM or at an EGM immediately following each subsequent AGM of<br />
the Company.<br />
The Proposed Shareholders’ Mandate will cover Recurrent Related Party Transactions for the<br />
period between the forthcoming AGM on 26 August 20<strong>08</strong> until the date of the next AGM of the<br />
Company.<br />
6
2.1 Principal activities of <strong>PCCS</strong> and its subsidiaries<br />
The principal activities of <strong>PCCS</strong> are investment holding and provision of management<br />
services. The principal activities of its subsidiaries are set out below :<br />
Subsidiaries<br />
Perusahaan Chan Choo Sing<br />
Sdn Bhd (“<strong>PCCS</strong>SB”)*<br />
Beauty Electronic<br />
Embroidering Centre Sdn Bhd<br />
(“BEEC”)*<br />
Effective<br />
Equity<br />
Interest<br />
%<br />
7<br />
Principal Activities<br />
100 Manufacturing and export of apparel<br />
100 Embroidering of logos and emblems<br />
Jusca Garments Sdn Bhd 100 Temporarily ceased operations<br />
Keza Sdn Bhd (“Keza”)* 100 Fabric-knitting and manufacturing of<br />
elastic bands<br />
Mega Labels & Stickers Sdn<br />
Bhd<br />
(“Mega”)*<br />
Shern Yee Garments Sdn Bhd<br />
(“Shern Yee”)<br />
Jusca Development Sdn Bhd<br />
(“JDSB”)<br />
<strong>PCCS</strong> Garments Limited<br />
(“PGL”)*<br />
100 Printing of labels and stickers<br />
100 Temporarily ceased operations<br />
100 Temporarily ceased operations<br />
100 Manufacturing and export of apparel<br />
JIT Textiles Limited (“JTL”)* 100 Manufacturing and export of apparel<br />
Subsidiary of BEEC<br />
JIT Embroidery Limited<br />
(“JEL”)*<br />
Subsidiaries of Mega<br />
Mega Labels & Stickers<br />
(Selangor) Sdn Bhd (“Mega<br />
(S)”)*<br />
100 Embroidering of logos and emblems and<br />
printing of silk screen products<br />
100<br />
Printing of labels and stickers<br />
Blopak China Private Ltd 100 Temporarily ceased operations<br />
China Roots Packaging Pte Ltd 100 Manufacturing of value adding and sale of<br />
plastic packaging materials<br />
Subsidiaries of Shern Yee<br />
<strong>PCCS</strong> Capital Sdn Bhd 100 Dormant<br />
Global Apparels Limited<br />
(formerly known as Jusca<br />
Garments (Cambodia) Limited)<br />
(“GAL”)*<br />
70 Manufacturing and export of apparel
Subsidiaries<br />
(Cond’t)<br />
Subsidiary of JDSB<br />
Beauty Silk Screen (M) Sdn<br />
Bhd<br />
(“BSSM”)*<br />
Subsidiary of BSS(M)<br />
Beauty Silk Screen Limited<br />
(“BSSL”)*<br />
Subsidiaries of <strong>PCCS</strong>SB<br />
<strong>PCCS</strong> Garments (Suzhou) Ltd<br />
(“SGL”)*<br />
<strong>PCCS</strong> (Hong Kong) Limited<br />
(“PHKL”)*<br />
Note :<br />
Effective<br />
Equity<br />
Interest<br />
%<br />
8<br />
Principal Activities<br />
95 Marketing of silk screen printing products<br />
100 Printing of silk screen products<br />
100 Manufacturing and sale of apparel<br />
100 Marketing of apparel products<br />
* Being the subsidiaries of <strong>PCCS</strong> involved in the Recurrent Related Party Transactions.<br />
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
2.2 Details of Recurrent Related Party Transactions<br />
The Proposed Shareholders’ Mandate will apply to the following Related Parties :<br />
Related Party<br />
1. HPI Resources<br />
Berhad (“HPI”)<br />
2. Subsidiaries of HPI<br />
Harta Packaging<br />
Industries Sdn Bhd<br />
(“HPISB”)<br />
100%-owned<br />
Harta Packaging<br />
Industries<br />
(Malacca) Sdn<br />
Bhd (“HPIM”)<br />
100%-owned<br />
Chiga Light<br />
Industries Sdn Bhd<br />
(“Chiga”)<br />
100%-owned<br />
Harta Distribution<br />
Network Sdn Bhd<br />
(“HDN”)<br />
100%-owned<br />
K.H. Chan Trading<br />
Sdn Bhd (“KHC”)<br />
100%-owned<br />
<strong>PCCS</strong>’s<br />
effective<br />
equity<br />
interest<br />
%<br />
Principal Activities<br />
- Investment holding and<br />
provision of management<br />
services<br />
- Manufacturer of<br />
corrugated boards and<br />
carton boxes<br />
9<br />
Relationship<br />
Chan Choo Sing, Chan<br />
Chow Tek, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. Mdm Tan Kwee Kee,<br />
spouse of Chan Choo Sing,<br />
is also a Director of HPI and<br />
shareholder of <strong>PCCS</strong>.<br />
Chan Choo Sing and Chan<br />
Chor Ngiak are Directors<br />
and major shareholders of<br />
<strong>PCCS</strong> and HPI. They are<br />
also Directors of HPISB.<br />
- Carton converter Chan Choo Sing, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. They are also Directors<br />
of HPIM.<br />
- Manufacturer of plastic<br />
film packaging products<br />
- Trading of all types of<br />
packaging products<br />
- Provision of lorry<br />
transportation services,<br />
guard services, vehicle<br />
repairs and insurance<br />
services<br />
Chan Choo Sing, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. They are also Directors<br />
of Chiga.<br />
Chan Choo Sing and Chan<br />
Chor Ngiak are Directors<br />
and major shareholders of<br />
<strong>PCCS</strong> and HPI. They are<br />
also Directors of HDN.<br />
Chan Chow Tek, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. They are also Directors<br />
of KHC.
Related Party<br />
(Cont’d)<br />
Cabaran Minda Sdn<br />
Bhd (“CM”)<br />
100%-owned<br />
Cabaran Perspektif<br />
Sdn Bhd (“CP”)<br />
100%-owned<br />
Harta Fleksipak<br />
Sdn Bhd (“HF”)<br />
100%-owned<br />
HPI Resources<br />
(Overseas) Sdn<br />
Bhd (“HPIO”)<br />
100%-owned<br />
Subsidiary of<br />
HPISB<br />
Harta Packaging<br />
Industries<br />
(Selangor) Sdn<br />
Bhd<br />
(“HPIS”)<br />
100%-owned<br />
Harta Packaging<br />
Industries (Perak)<br />
Sdn Bhd<br />
(“HPIP”)<br />
100%-owned<br />
Subsidiary of HPIO<br />
Harta Packaging<br />
Industries<br />
(Cambodia)<br />
Limited<br />
(“HPIC”)<br />
100%-owned<br />
<strong>PCCS</strong>’s<br />
effective<br />
equity<br />
interest<br />
%<br />
Principal Activities<br />
- Provision of lorry<br />
transportation services<br />
- Provision of lorry<br />
transportation services<br />
- Manufacturer of hawker<br />
wrapper and paper bag<br />
10<br />
Relationship<br />
Chan Chow Tek, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. They are also Directors<br />
of CM.<br />
Chan Chow Tek, Chan Chor<br />
Ngiak and Chan Chor Ang<br />
are Directors and major<br />
shareholders of <strong>PCCS</strong> and<br />
HPI. They are also Directors<br />
of CP.<br />
Chan Chor Ngiak and Chan<br />
Chor Ang are Directors and<br />
major shareholders of <strong>PCCS</strong><br />
and HPI. They are also<br />
Directors of HF.<br />
- Investment holding Chan Choo Sing and Chan<br />
Chor Ngiak are Directors<br />
and major shareholders of<br />
<strong>PCCS</strong> and HPI. They are<br />
also Directors of HPIO.<br />
- Manufacturer of<br />
corrugated boards and<br />
carton boxes<br />
- Manufacturer of<br />
corrugated boards and<br />
carton boxes<br />
- Manufacturer of<br />
corrugated boards, carton<br />
boxes and plastic film<br />
packaging products<br />
Chan Chor Ngiak and Chan<br />
Chor Ang are Directors and<br />
major shareholders of <strong>PCCS</strong><br />
and HPI. They are also<br />
Directors of HPIS.<br />
Chan Choo Sing and Chan<br />
Chor Ngiak are Directors<br />
and major shareholders of<br />
<strong>PCCS</strong> and HPI. They are<br />
also Directors of HPIP.<br />
Chan Choo Sing and Chan<br />
Chor Ngiak are Directors<br />
and major shareholders of<br />
<strong>PCCS</strong> and HPI. They are<br />
also Directors of HPIC.
Related Party<br />
(Cont’d)<br />
3. Parit Raja United<br />
Transport Sdn Bhd<br />
(“PRUT”)<br />
4. Ruby Glamour Sdn<br />
Bhd (“Ruby”)<br />
5. Mohita Jaya Sdn<br />
Bhd (“Mohita”)<br />
6. KN Norris Sdn Bhd<br />
(“KNN”)<br />
<strong>PCCS</strong>’s<br />
effective<br />
equity<br />
interest<br />
%<br />
Principal Activities<br />
- Lorry transport<br />
services<br />
- Trading and marketing of<br />
“Yang Yang” brand of<br />
sporting apparels and<br />
other related sporting<br />
accessories<br />
- Provision of lorry<br />
transportation services<br />
and insurance services<br />
- Provision of training and<br />
business consultancy<br />
services<br />
11<br />
Relationship<br />
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK<br />
Chan Choo Sing is Director<br />
and major shareholder of<br />
<strong>PCCS</strong> and PRUT.<br />
Chan Choo Sing, a Director<br />
and major shareholder of<br />
<strong>PCCS</strong>, is also a major<br />
shareholder of Ruby. Mdm<br />
Tan Kwee Kee, spouse of<br />
Chan Choo Sing, is a<br />
Director of Ruby and<br />
shareholder of <strong>PCCS</strong>.<br />
Chan Chor Ang is Director<br />
and major shareholder of<br />
<strong>PCCS</strong> and Mohita. Chan<br />
Choo Sing, Chan Chow Tek<br />
and Chan Chor Ngiak are<br />
Directors of <strong>PCCS</strong> and<br />
major shareholders of<br />
Mohita.<br />
Cha Peng Koi @ Chia Peng<br />
Koi is Director of <strong>PCCS</strong> and<br />
KNN. He is also a major<br />
shareholder of KNN.
The shareholding of the interested Directors, Major Shareholders and Persons Connected with the<br />
Directors and Major Shareholders of <strong>PCCS</strong> in HPI as at 10 July 20<strong>08</strong> are as follows :<br />
HPI Interested<br />
Directors/Major Shareholders<br />
Lucrabase Sdn Bhd<br />
(“Lucrabase”)<br />
Direct Interest Indirect Interest<br />
No. of shares % No. of shares %<br />
17,325,000 40.69 - -<br />
Chan Choo Sing 156,012 0.37 19,563,076* 45.94<br />
Chan Chow Tek 5 0.00 17,325,000# 40.69<br />
Chan Chor Ngiak 417,<strong>08</strong>3 0.98 17,325,000^ 40.69<br />
Chan Chor Ang 1,125,503 2.64 17,344,800> 40.73<br />
Persons Connected with the<br />
Directors and Major<br />
Shareholders of <strong>PCCS</strong><br />
Tan Kwee Kee 1,7<strong>04</strong>,776 4.00 18,014,312< 42.30<br />
Chia Lee Kean 19,800 0.05 - -<br />
Chan Kok Hiang @ Chan Kock<br />
Hiang<br />
96,898 0.23 - -<br />
Ch’ng Kah Keow @ A. Ta’a 20,000 0.05 - -<br />
Notes :<br />
* Indirect interest by virtue of his 29% shareholdings in Lucrabase, 1,7<strong>04</strong>,776 shares<br />
owned by his spouse, Tan Kwee Kee and 533,300 shares owned by his son, Chan Wee<br />
Kiang.<br />
# Indirect Interest by virtue of his 17.8% shareholdings in Lucrabase.<br />
^ Indirect Interest by virtue of his 24% shareholdings in Lucrabase.<br />
> Indirect interest by virtue of his 24% shareholdings in Lucrabase and 19,800 shares<br />
owned by his spouse, Chia Lee Kean.<br />
< Indirect interest by virtue of her 5.2% shareholdings in Lucrabas, 156,012 shares owned<br />
by her spouse, Chan Choo Sing and 533,300 shares owned by her son, Chan Wee Kiang.<br />
12
2.3 Nature of Recurrent Related Party Transactions<br />
The nature of the Recurrent Related Party Transactions are set out below :-<br />
Company Transacting<br />
Party<br />
<strong>PCCS</strong> and<br />
its<br />
subsidiaries<br />
Notes :<br />
HPI and its<br />
subsidiaries<br />
as stated<br />
above<br />
Nature of Transaction Actual<br />
Aggregate<br />
Value (1)<br />
RM’000<br />
Sale of labels and stickers to<br />
Chiga, HPISB, HPIS, HDN and<br />
HPIP<br />
(Existing Transactions)<br />
Letting of office and factory<br />
premises located at PLO 7, Block<br />
C, Kawasan Perindustrian Parit<br />
Raja, 86400 Batu Pahat, Johor<br />
Darul Takzim to HPISB #<br />
(Existing Transactions)<br />
Purchase of corrugated boards,<br />
carton boxes and related packaging<br />
materials by <strong>PCCS</strong>SB from HPIS,<br />
HPIM and HPISB<br />
(Existing Transactions)<br />
Purchase of polybags and related<br />
packaging materials by <strong>PCCS</strong>SB,<br />
Mega & BEEC from HF and<br />
Chiga<br />
(Existing Transactions)<br />
Management fee paid by HPISB to<br />
<strong>PCCS</strong>SB for internal audit services<br />
@<br />
(Existing Transactions)<br />
Hiring of commercial vehicles to<br />
transport workers and<br />
management’s use by <strong>PCCS</strong>SB<br />
from HPISB<br />
(Existing Transactions)<br />
13<br />
Estimated<br />
Aggregated<br />
Value (2)<br />
RM’000<br />
136 210<br />
56 70<br />
740 1200<br />
550 850<br />
116 160<br />
9 14<br />
# The office and factory are owned by <strong>PCCS</strong>SB. The rental per month is RM5,558 with a rental<br />
tenure which is renewable annually on a continuous basis.<br />
@ The management fee is payable monthly to <strong>PCCS</strong>SB for the 50% sharing of the payroll and<br />
expenses incurred by internal audit de<strong>part</strong>ment of <strong>PCCS</strong>SB. The internal audit de<strong>part</strong>ment is<br />
performing the internal audit services to HPISB on a continuous basis.
Company Transacting<br />
Party<br />
<strong>PCCS</strong> and<br />
its<br />
subsidiaries<br />
<strong>PCCS</strong> and<br />
its<br />
subsidiaries<br />
<strong>PCCS</strong> and<br />
its<br />
subsidiaries<br />
<strong>PCCS</strong> and<br />
its<br />
subsidiaries<br />
(Cont’d) (Cont’d)<br />
Nature of Transaction Actual<br />
Aggregate<br />
Value (1)<br />
RM’000<br />
Provision of insurance agency<br />
services, transport and carriage<br />
services, vehicle repairs and<br />
maintenance services and security<br />
services to <strong>PCCS</strong>SB, BEEC, Keza,<br />
and Mega by KHC<br />
(Existing Transactions)<br />
Provision of maintenance services<br />
for plant & equipment by HPISB to<br />
BEEC, and Mega and purchase of<br />
diesel by <strong>PCCS</strong>SB from HPISB<br />
(Existing Transactions)<br />
Provision of transport and carriage<br />
services by CM and CP to<br />
<strong>PCCS</strong>SB, BEEC, Mega and Keza<br />
(Existing Transactions)<br />
Purchase of corrugated boards,<br />
carton boxes and related packaging<br />
materials by PGL and JGL from<br />
HPIC<br />
(Existing Transactions)<br />
PRUT Provision of transport and carriage<br />
charges and garbage collection<br />
services to <strong>PCCS</strong>SB, BEEC and<br />
Mega<br />
(Existing Transactions)<br />
Ruby Sale of labels and stickers to Ruby<br />
by Mega<br />
(Existing Transactions)<br />
Mohita Provision of insurance agency<br />
services to <strong>PCCS</strong>SB, BEEC, Keza,<br />
Mega, Mega(S), PGL, JGL, BSSM,<br />
and BSSL<br />
(Existing Transactions)<br />
KNN Provision of training and business<br />
consultancy services to <strong>PCCS</strong>SB<br />
(New Transactions)<br />
14<br />
Estimated<br />
Aggregated<br />
Value (2)<br />
RM’000<br />
89 140<br />
2 4<br />
40 65<br />
2,610 4,000<br />
95 150<br />
2 4<br />
567 850<br />
0 50<br />
Total : 5,012 7,767
Notes:<br />
(1) Actual aggregate value is for the period between the date of the previous AGM held on 24<br />
August 2007 to 30 June 20<strong>08</strong>, being the latest practicable date prior to the printing of the<br />
<strong>Circular</strong>.<br />
(2) Estimated aggregated value of the transactions for the period from the forthcoming AGM to<br />
the next AGM is based on expected trend in demand during the financial year ending 31<br />
March 2009. The value of transactions may be subject to change and frequency transactions<br />
are monthly.<br />
2.4 Procedures on Which Transaction Prices Are Determined<br />
The Company has established the following procedures to determine transaction prices with<br />
Related Party :<br />
(a) All directors and major shareholders have to declare their interest in any transaction between<br />
them or persons connected to them with <strong>PCCS</strong> Group.<br />
(b) A register is maintained on Recurrent Related Party Transactions.<br />
(c) Before the transactions are entered into, the internal auditors are to review the terms of<br />
Recurrent Related Party Transactions to ensure that they are conducted at arm’s length and<br />
based on normal commercial terms not more favourable to the Related Party than those<br />
generally available to the public, consistent with the Group’s usual business practices and<br />
policies and will not be detrimental to minority shareholders of <strong>PCCS</strong>.<br />
(d) Before the transactions are entered into, the Audit Committee is to review the terms of<br />
Recurrent Related Party Transactions and to provide a statement that they have reviewed and<br />
are satisfied with the review procedures to the extent that the procedures are relevant and<br />
sufficient to ensure that such Recurrent Related Party Transactions will be carried on normal<br />
commercial terms not more favourable to the Related Party than those generally available to<br />
the public and which are not detrimental to minority shareholders of <strong>PCCS</strong>.<br />
(e) The transaction prices, terms and conditions are determined by market forces of supply and<br />
demand under similar commercial terms for transactions with third <strong>part</strong>ies. In addition,<br />
quotations obtained from third <strong>part</strong>ies by <strong>PCCS</strong> Group’s purchasing de<strong>part</strong>ments will be used<br />
for comparison. Ceteris peribus, the Group will buy from the supplier with the lowest price.<br />
2.5 Benefits to <strong>PCCS</strong> Group Transacting With Related Party<br />
The Related Parties are both good customers as well as reliable suppliers of goods required by the<br />
Group. The goods are priced competitively and all transactions are on normal commercial terms<br />
at arm’s length basis. Due to the Related Parties’ indepth understanding of <strong>PCCS</strong> Group’s<br />
business activities and vice versa, prompt and better services in terms of delivery and reliability<br />
are guaranteed. Quality of goods delivered are also ensured.<br />
15
2.6 Disclosure and Review Procedures for Recurrent Related Party Transactions<br />
<strong>PCCS</strong> has established various methods and procedures to ensure that Recurrent Related Party<br />
Transactions are undertaken on an arm’s length basis and on normal commercial terms, which are<br />
consistent with <strong>PCCS</strong>’s usual business practices and policies and are on terms not more<br />
favourable to the related <strong>part</strong>y than those extended to third <strong>part</strong>ies/the public and are not to the<br />
detriment of the minority shareholders.<br />
To monitor the Recurrent Related Party Transactions, the following review procedures have been<br />
implemented and will continue to be in force for the period under which the Proposed<br />
Shareholders’ Mandate is sought for :<br />
(a) any tender, quotation or contract received from or proposed to be entered into with a Related<br />
Party will not be approved unless :<br />
• the pricing of the <strong>PCCS</strong> Group for the services, products and materials and/or equipment<br />
to be provided or supplied and/or received or purchased is determined in accordance with<br />
the Group’s usual business practices and policies, consistent with the usual margin of the<br />
Group with unrelated third <strong>part</strong>ies;<br />
• the terms are not more favourable to the Related Party than those extended to unrelated<br />
third <strong>part</strong>ies and available to the public and the Recurrent Related Party Transactions are<br />
not detrimental to minority shareholders of <strong>PCCS</strong> ; and<br />
• in respect of the provision and/or supply and/or purchase of equipment, machinery and/or<br />
products after taking into account of factors such as pricing, quality, delivery schedules<br />
and, where applicable, preferential rates, rebates or discounts accorded for bulk<br />
purchases, the terms offered are fair and reasonable and on the <strong>PCCS</strong> Group’s<br />
commercial rates.<br />
(b) the Audit Committee may, as they deem fit, request for additional information pertaining to<br />
the transactions from independent sources or advisers ;<br />
(c) in addition to the guidelines set out above, the Audit Committee has also undertaken the<br />
following :<br />
• the Audit Committee will review from time to time the Related Party Transactions being<br />
performed by the <strong>PCCS</strong> Group ;<br />
• the Audit Committee will carry out an annual review to ascertain that the established<br />
guidelines and procedures for Related Party Transactions have been complied with; and<br />
• the Audit Committee will consider from time to time whether the established guidelines<br />
and procedures for Related Party Transactions have become inappropriate, and/or are<br />
unable to ensure that the transactions will be on normal commercial terms, and/or will<br />
prejudice the interests of shareholders generally.<br />
(d) the Company will also maintain a record of Related Party Transactions carried out pursuant<br />
to the Proposed Shareholders’ Mandate. The Company’s internal audit plan will incorporate a<br />
review of the record in respect of the transactions entered into during the year.<br />
16
2.7 Statement by Audit Committee<br />
The Audit Committee of the Company has seen and reviewed the procedures mentioned in<br />
paragraph 2.6 above and are satisfied that the said procedures are sufficient to ensure that the<br />
Recurrent Related Party Transactions will be carried out on normal commercial terms which are<br />
not prejudicial to the interests of the shareholders, and the terms are not more favourable to the<br />
Related Party than those generally available to the public and such transactions are not<br />
detrimental to minority shareholders of <strong>PCCS</strong>.<br />
The Audit Committee shall periodically review the Recurrent Related Party Transactions and also<br />
review the established guidelines and procedures to ascertain its compliance. If during the<br />
periodic reviews, the Audit Committee is of the opinion that the guidelines and procedures are<br />
not sufficient to ensure that the Recurrent Related Party Transactions :<br />
• will be conducted at arms length basis ;<br />
• are on normal commercial terms in the ordinary course of business ;<br />
• are not more favourable to the Related Party than those generally available to the public ; and<br />
• are not prejudicial to the interests of shareholders,<br />
the Company will seek a fresh mandate based on new guidelines and procedures.<br />
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE<br />
The Proposed Shareholders’ Mandate is intended to enhance the Group’s ability to pursue<br />
business opportunities which are time-sensitive in nature and to eliminate the need to announce<br />
and convene separate general meetings on each occasion to seek shareholders’ prior approval for<br />
the entry by the relevant company in the Group into such transactions. This will substantially<br />
reduce the expenses associated with the convening of general meeting on an ad hoc basis,<br />
improve administrative efficiency considerably, and allow manpower, resources and time to be<br />
channelled towards attaining other corporate objectives.<br />
4. FINANCIAL EFFECT OF THE PROPOSED SHAREHOLDERS’ MANDATE<br />
The Proposed Shareholders’ Mandate will not have any impact on the share capital and<br />
shareholding structure of <strong>PCCS</strong> and it will not have any significant impact on the NTA per share<br />
and earnings per share of the <strong>PCCS</strong> Group.<br />
5. APPROVAL REQUIRED<br />
The Proposed Shareholders’ Mandate is subject to approval being obtained from the shareholders<br />
of <strong>PCCS</strong> at the forthcoming AGM.<br />
17
6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS<br />
CONNECTED TO THEM<br />
Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak and Chan Chor Ang are deemed interested<br />
in the shareholdings of Setia Sempurna Sdn Bhd (“Setia Sempurna”), who is a Major Shareholder<br />
of <strong>PCCS</strong>. Their shareholdings in Setia Sempurna as at 10 July 20<strong>08</strong> are as follows :-<br />
Name of Interested Directors Direct Indirect<br />
No. of shares % No. of<br />
shares<br />
Chan Choo Sing 27,000 27.00 - -<br />
Chan Chow Tek 20,000 20.00 - -<br />
Chan Chor Ngiak 14,000 14.00 - -<br />
Chan Chor Ang 14,000 14.00 - -<br />
Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak and Chan Chor Ang are Directors and<br />
Major Shareholders of <strong>PCCS</strong> and HPI. Chan Choo Sing is also a Major Shareholder and Director<br />
of PRUT. He is also a Major Shareholder in Ruby. Chan Choo Sing, Chan Chow Tek, Chan<br />
Chor Ngiak and Chan Chor Ang are Major Shareholders’ of Mohita. Cha Peng Koi @ Chia Peng<br />
Koi is Director of <strong>PCCS</strong> and KNN and he is alos a major shareholders of KNN. Consequently,<br />
they will be deemed interested in the Proposed Shareholders’ Mandate. HPI and its subsidiaries,<br />
PRUT, Ruby, Mohita and KNN, do not have any shareholdings, direct or indirect, in <strong>PCCS</strong>.<br />
Mdm Tan Kwee Kee, a spouse of Chan Choo Sing is a Director of Ruby and HPI and major<br />
Shareholder of <strong>PCCS</strong> and HPI. Consequently, she will be deemed interested in the Proposal<br />
Shareholders’ Mandate.<br />
The interested Directors have abstained and will continue to abstain from any deliberation and<br />
voting at board meetings, and such interested Directors and/or Major Shareholders have<br />
undertaken they will ensure themselves and the persons connected to them will abstain from<br />
voting at the forthcoming AGM in respect of their direct and indirect shareholdings in <strong>PCCS</strong> on<br />
the Proposed Shareholders’ Mandate. The Major Shareholders and Persons Connected to the<br />
interested Directors and Major Shareholders will also abstain from voting at the forthcoming<br />
AGM, in respect of their direct and indirect shareholdings in <strong>PCCS</strong> on the Proposed<br />
Shareholders’ Mandate.<br />
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK<br />
18<br />
%
The direct and indirect interest of the Directors, Major Shareholders of <strong>PCCS</strong> and Persons<br />
Connected to them with regards to the Proposed Renewal of Shareholders’ Mandate as at 10 July<br />
20<strong>08</strong> are as follow :<br />
Interested Directors /<br />
Major Shareholders<br />
-----------No. of <strong>PCCS</strong> Shares held----------<br />
Direct Interest Indirect Interest<br />
No. of shares % No. of shares %<br />
Setia Sempurna Sdn Bhd 24,000,078 39.99 - -<br />
Chan Choo Sing 2,597,953 4.33 27,247,350* 45.40<br />
Chan Chow Tek 2,787,983 4.65 24,000,078# 39.99<br />
Chan Chor Ngiak 319,550 0.53 24,000,078@ 39.99<br />
Chan Chor Ang 809,550 1.35 24,<strong>04</strong>0,078^ 40.06<br />
Cha Peng Koi @ Chia Peng Koi - - - -<br />
Persons Connected<br />
Tan Kwee Kee<br />
(spouse of Chan Choo Sing)<br />
Chia Lee Kean<br />
(spouse of Chan Chor Ang)<br />
Chan Kok Hiang @ Chan Kock<br />
Hiang<br />
(Father of Chan Choo Sing, Chan<br />
Chow Tek, Chan Chor Ngiak and<br />
Chan Chor Ang.)<br />
Notes :<br />
2,781,039 4.63 466,233< 0.78<br />
19<br />
40,000 0.07 - -<br />
226,233<br />
0.38 - -<br />
* Deemed interested by virtue of his interest of 27.0% in the equity of Setia Sempurna and<br />
his spouse, Madam Tan Kwee Kee’s shareholding of 4.63% in <strong>PCCS</strong>, and virtue of his<br />
sons, Mr. Chan Wee Kiang’s and Mr. Chan Wee Boon’s shareholdings in <strong>PCCS</strong>.<br />
# Deemed interested by virtue his interest of 20.0% in the equity of Setia Sempurna<br />
@ Deemed interested by virtue his interest of 14.0% in the equity of Setia Sempurna<br />
^ Deemed interested by virtue his interest of 14.0% in the equity of Setia Sempurna and his<br />
spouse, Mdm Chia Lee Kean’s shareholding of 0.07% in <strong>PCCS</strong><br />
> Deemed interested by virtue her sons, Mr. Chan Wee Kiang’s and Mr. Chan Wee Boon’s<br />
shareholdings in <strong>PCCS</strong>.<br />
Save as disclosed above, none of the other Directors or Major Shareholders of <strong>PCCS</strong> and/or<br />
Persons Connected to them have any interest, direct or indirect, in the Proposed Shareholders’<br />
Mandate.
7. DIRECTORS’ RECOMMENDATION<br />
8. AGM<br />
Your Board (save and except for Chan Choo Sing, Chan Chow Tek, Chan Chor Ngiak, Chan<br />
Chor Ang and Cha Peng Koi @ Chia Peng Koi who are deemed interested in the Proposed<br />
Shareholders’ Mandate), having considered all aspects of the Proposed Shareholders’ Mandate, is<br />
of the opinion that the Proposed Shareholders’ Mandate is in the best interest of the shareholders<br />
of the Company and accordingly, the Directors (save and except for Chan Choo Sing, Chan<br />
Chow Tek, Chan Chor Ngiak, Chan Chor Ang and Cha Peng Koi @ Chia Peng Koi who are<br />
deemed interested in the Proposed Shareholders’ Mandate), recommend that you vote in favour<br />
of the Ordinary Resolution on the Proposed Shareholders’ Mandate to be tabled at the<br />
forthcoming AGM.<br />
The forthcoming AGM of the Company, the notice of which is enclosed in the Annual Report of<br />
<strong>PCCS</strong> for the financial year ended 31 March 20<strong>08</strong>, will be held at <strong>PCCS</strong> Group Berhad’s<br />
Corporate Office Lot 1376, GM 127, Mukim Simpang Kanan, Jalan Kluang, 83000 Batu Pahat,<br />
Johor Darul Takzim on Tuesday, 26 August 20<strong>08</strong> at 10.00 a.m., for the purpose of considering<br />
and, if thought fit, passing, inter alia, the ordinary resolution on the Proposed Shareholders’<br />
Mandate under the agenda of Special Business as set out in the said Annual Report.<br />
If you are unable to attend and vote in person at the forthcoming AGM, you may complete and<br />
return the Form of Proxy enclosed in the Annual Report of <strong>PCCS</strong> for the financial year ended 31<br />
March 20<strong>08</strong> in accordance with the instructions printed therein as soon as possible in any event,<br />
so as to arrive at the Registered Office of the Company not less than 48 hours before the time<br />
fixed for the forthcoming AGM or any adjournment thereof. The lodging of the Form of Proxy<br />
does not preclude you from attending and voting in person at the AGM should you subsequently<br />
wish to do so.<br />
9. FURTHER INFORMATION<br />
Shareholders are requested to refer to the attached appendix for further information.<br />
Yours faithfully<br />
For and on behalf of the Board of Directors<br />
<strong>PCCS</strong> GROUP BERHAD<br />
TAN CHUAN HOCK<br />
Independent Non-Executive Director<br />
20
PART B<br />
PROPOSED AMENDMENTS TO THE<br />
ARTICLES OF ASSOCIATION<br />
21
DEFINITIONS<br />
In this <strong>Circular</strong> and the accompanying appendices, the following abbreviations shall have the following<br />
meanings unless otherwise stated:-<br />
“Act” : Companies Act, 1965 as amended from time to time and<br />
any re-enactment thereof<br />
“AGM” : Annual General Meeting<br />
“Articles” : Articles of Association of <strong>PCCS</strong><br />
“Board” : Board of Directors of <strong>PCCS</strong><br />
“<strong>Bursa</strong> Securities” : <strong>Bursa</strong> Malaysia Securities Berhad<br />
“Director(s)” : Director(s) of <strong>PCCS</strong><br />
“Listing Requirements” : Listing Requirements of <strong>Bursa</strong> Securities<br />
“Major shareholder(s)” : A person who has an interest or interests in one or more<br />
voting shares in <strong>PCCS</strong> and the nominal amount of that<br />
share, or the aggregate of the nominal amount of those<br />
shares, is:-<br />
“<strong>PCCS</strong>” or the “Company” : <strong>PCCS</strong> Group Berhad<br />
(a) equal to or more than 10% of the aggregate of the<br />
nominal amounts of all the voting shares in <strong>PCCS</strong>; or<br />
(b) equal to or more than 5% of the aggregate of the<br />
nominal amounts of all the voting shares in <strong>PCCS</strong><br />
where such person is the largest shareholder of <strong>PCCS</strong><br />
“Interest in shares” shall have the meaning given in Section<br />
6A of the Act<br />
“Proposed Amendments” : Proposed Amendments to the Articles<br />
Words importing the singular shall include the plural and vice versa and words importing the masculine<br />
gender shall, where applicable include the feminine gender and vice versa. Reference to persons shall<br />
include corporations.<br />
All references to the time of the day in this <strong>Circular</strong> are references to Malaysian time.<br />
22
TABLE OF CONTENTS<br />
LETTER TO THE SHAREHOLDERS OF <strong>PCCS</strong> CONTAINING :<br />
SECTION<br />
23<br />
PAGE<br />
1. INTRODUCTION 24<br />
2. DETAILS OF THE PROPOSED AMENDMENTS 25<br />
3. RATIONALE FOR THE PROPOSED AMENDMENTS 25<br />
4. EFFECTS OF THE PROPOSED AMENDMENTS 25<br />
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 25<br />
6. DIRECTORS’ RECOMMENDATION 25<br />
7. APPROVAL REQUIRED 25<br />
8. AGM 25<br />
9. FURTHER INFORMATION 26<br />
APPENDICES<br />
APPENDIX I : PROPOSED AMENDMENTS 27<br />
APPENDIX II : FURTHER INFORMATION 38
Directors:<br />
<strong>PCCS</strong> GROUP BERHAD<br />
(Company No.: 280929-K)<br />
(Incorporated in Malaysia)<br />
Chan Choo Sing (Executive Chairman and Group Managing Director)<br />
Chan Chow Tek (Executive Director)<br />
Chan Chor Ngiak (Non-Executive Director)<br />
Chan Chor Ang (Non-Executive Director)<br />
Cha Peng Koi @ Chia Peng Koi (Independent Non-executive Director)<br />
Tan Chuan Hock (Independent Non-executive Director)<br />
Tey Ah Tee @ Teo Ah Tee (Independent Non-executive Director)<br />
To : The Shareholders of <strong>PCCS</strong> GROUP BERHAD<br />
Dear Sir/Madam,<br />
PROPOSED AMENDMENTS<br />
1. INTRODUCTION<br />
24<br />
Registered Office:<br />
Plo 10, Kawasan Perindustrian<br />
Parit Raja, 86400 Batu Pahat<br />
Johor Darul Takzim<br />
<strong>04</strong> August 20<strong>08</strong><br />
On 18 July 20<strong>08</strong>, the Board had announced to <strong>Bursa</strong> Securities that the Company proposes to<br />
seek the approval of its shareholders to undertake the Proposed Amendments at the forthcoming<br />
AGM of the Company.<br />
The Proposed Amendments is required to enable the Company to streamline the existing Articles<br />
with current developments/amendments under the Listing Requirements and the Act.<br />
The purpose of this <strong>Circular</strong> is to provide you with the relevant information and explain the<br />
details of the Proposed Amendments and to seek your approval on the Special Resolution to be<br />
tabled under the agenda of Special Business at the forthcoming AGM. The forthcoming AGM of<br />
the Company is scheduled to be held at <strong>PCCS</strong> Group Berhad’s Corporate Office, Lot 1376, GM<br />
127, Mukim Simpang Kanan, Jalan Kluang, 83000 Batu Pahat, Johor Darul Takzim on Tuesday,<br />
26 August 20<strong>08</strong> at 10:00 a.m. The Notice for the forthcoming AGM is set out in the Company’s<br />
Annual Report for the year ended 31 March 20<strong>08</strong>.
SHAREHOLDERS OF <strong>PCCS</strong> ARE ADVISED TO READ AND CONSIDER CAREFULLY THE<br />
CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTION TO GIVE<br />
EFFECT TO THE PROPOSED AMENDMENTS AT THE FORTHCOMING AGM<br />
2. DETAILS OF THE PROPOSED AMENDMENTS<br />
The Board of <strong>PCCS</strong> proposes to amend the existing Articles to streamline the existing Articles<br />
with current developments/amendments under the Listing Requirements and the Act.<br />
Further details of the Proposed Amendments are set out in Appendix I of this <strong>Circular</strong>.<br />
3. RATIONALE FOR THE PROPOSED AMENDMENTS<br />
The Proposed Amendments is required to enable the Company to streamline the existing Articles<br />
with current developments/amendments under the Listing Requirements and the Act.<br />
4. EFFECTS OF THE PROPOSED AMENDMENTS<br />
The Proposed Amendments will not have any effect on the issued and paid-up share capital,<br />
substantial shareholdings, net assets, dividend policy, gearing and earnings of <strong>PCCS</strong>.<br />
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS<br />
None of the Directors and Major Shareholders or persons connected with them has any interest,<br />
direct or indirect, in the Proposed Amendments.<br />
6. DIRECTORS’ RECOMMENDATION<br />
The Board, after having considered all aspects of the Proposed Amendments, is of the opinion<br />
that the Proposed Amendments is in the best interest of the Company. Your Board therefore<br />
recommends that you vote in favour of the resolution pertaining to the Proposed Amendments to<br />
be tabled at the forthcoming AGM.<br />
7. APPROVAL REQUIRED<br />
8. AGM<br />
The Proposed Amendments is subject to the approval being obtained from the shareholders of<br />
<strong>PCCS</strong> at the forthcoming AGM of the Company to be convened.<br />
The Special Resolution pertaining to the Proposed Amendments is set out as Special Business in<br />
the Notice of AGM contained in <strong>PCCS</strong>’s Annual Report for the year ended 31 March 20<strong>08</strong>,<br />
which was sent to you together with this <strong>Circular</strong>. The forthcoming AGM will be held at <strong>PCCS</strong><br />
Group Berhad’s Corporate Office, Lot 1376, GM 127, Mukim Simpang Kanan, Jalan Kluang,<br />
83000 Batu Pahat, Johor Darul Takzim on Tuesday, 26 August 20<strong>08</strong> at 10:00 a.m.<br />
If you are unable to attend and vote in person at the forthcoming AGM, you are requested to<br />
complete, sign and return the enclosed Form of Proxy set out in the Annual Report 20<strong>08</strong> of the<br />
Company, in accordance with the instructions printed thereon, as soon as possible, so as to arrive<br />
at the registered office of <strong>PCCS</strong> at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat,<br />
Johor Darul Takzim, not less than forty-eight (48) hours before the time and date fixed for the<br />
forthcoming AGM or any adjournment thereof. The lodging of the Form of Proxy will not<br />
preclude you from attending and voting in person at the forthcoming AGM should you<br />
subsequently wish to do so.<br />
25
9. FURTHER INFORMATION<br />
Shareholders are requested to refer to the attached Appendix II for further information.<br />
Yours faithfully,<br />
For and on behalf of the Board of Directors of<br />
<strong>PCCS</strong> GROUP BERHAD<br />
TAN CHUAN HOCK<br />
Independent Non-Executive Director<br />
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK<br />
26
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION<br />
The Articles of Association of the Company be altered as follows:-<br />
27<br />
APPENDIX I<br />
(a) The existing Article 2 be amended whereby the affected existing definitions are reproduced here<br />
with the Proposed Amendments, in bold, alongside it:-<br />
WORD EXISTING DEFINITION<br />
Approved<br />
Market<br />
Place<br />
<strong>Bursa</strong><br />
Securities<br />
Books<br />
Closing<br />
Date<br />
Central<br />
Depository<br />
Depositor<br />
Deposited<br />
Security<br />
A stock exchange which is<br />
specified to be an approved<br />
market place in Schedule 2 of<br />
the Securities Industry<br />
(Central Depositories)<br />
Exemption Order 1998.<br />
-<br />
The specified time and date<br />
set by the Company for the<br />
purpose of determining<br />
persons entitled to dividends,<br />
interest, or new securities, or<br />
rights to a priority of<br />
application of issues of<br />
securities or other<br />
distributions.<br />
Malaysian Central Depository<br />
Sdn. Bhd.<br />
A holder of a securities<br />
account.<br />
A security standing to the<br />
credit of a securities account<br />
and includes a security in a<br />
securities account that is in<br />
suspense.<br />
Exchange Kuala Lumpur Stock<br />
Exchange<br />
Listing<br />
Requirements<br />
The Listing Requirements of<br />
Kuala Lumpur Stock<br />
Exchange including any<br />
amendment thereto that may<br />
be made and such practice<br />
notes or circulars as may be<br />
issued by the Exchange from<br />
time to time.<br />
WORD NEW DEFINITION<br />
Approved<br />
Market<br />
Place<br />
<strong>Bursa</strong><br />
Securities<br />
Books<br />
Closing<br />
Date<br />
Deleted<br />
<strong>Bursa</strong> Malaysia Securities<br />
Berhad.<br />
The specified time and date<br />
set by the Company for the<br />
purpose of determining<br />
entitlements to dividends,<br />
interest, new securities or<br />
other distributions or rights of<br />
holders of the securities.<br />
Depository <strong>Bursa</strong> Malaysia Depository<br />
Sdn. Bhd.<br />
Depositor<br />
Deposited<br />
Security<br />
A holder of a securities<br />
account established by the<br />
Depository.<br />
Shall have the meaning<br />
given in Section 2 of the<br />
Central Depositories Act.<br />
Exchange <strong>Bursa</strong> Securities<br />
Listing<br />
Requirements<br />
The Listing Requirements of<br />
<strong>Bursa</strong> Securities including<br />
any amendment thereto that<br />
may be made and such<br />
practice notes or circulars as<br />
may be issued by the<br />
Exchange from time to time.
WORD EXISTING DEFINITION<br />
Member<br />
Principal<br />
Subsidiary<br />
Any person/persons for the<br />
time being holding shares in<br />
the Company and whose<br />
names appear in the Register<br />
of Members (except<br />
Malaysian Central Depository<br />
Nominees Sdn. Bhd.),<br />
including, subject to the<br />
provisions of the Foreign<br />
Ownership Regulations,<br />
depositors whose names<br />
appear on the Record of<br />
Depositors.<br />
A subsidiary which accounts<br />
for 25% or more of (i) the<br />
latest audited consolidated<br />
profit after tax of the group or<br />
(ii) the total assets employed<br />
of the group.<br />
Rules The Rules of the Central<br />
Depository.<br />
Securities Shares, debentures, stocks or<br />
bonds issued or proposed to<br />
be issued and includes any<br />
right, option or interest in<br />
respect thereof.<br />
Securities<br />
Account<br />
-<br />
28<br />
WORD NEW DEFINITION<br />
Member<br />
Major<br />
Subsidiary<br />
Rules of the<br />
Depository<br />
Includes a Depositor who<br />
shall be treated as if he<br />
were a member pursuant to<br />
Section 35 of the Central<br />
Depositories Act but<br />
excludes the Depository in<br />
its capacity as a bare<br />
trustee.<br />
A subsidiary which<br />
contributes 70% or more of<br />
the profit before tax or total<br />
assets employed of the<br />
Company on a consolidated<br />
basis.<br />
shall have the meaning<br />
given in Section 2 of the<br />
Central Depositories Act.<br />
Securities shall have the meaning<br />
given in Section 2 of the<br />
Capital Markets and<br />
Services Act 2007.<br />
Securities<br />
Account<br />
means an account<br />
established by the<br />
Depository for a depositor<br />
for the recording of deposit<br />
of securities and for dealing<br />
in such securities by the<br />
depositor.<br />
and that all the references to the above definitions throughout the Articles of Association of the<br />
Company be changed accordingly.<br />
(b) The existing Articles be amended by the alterations, modifications, deletions and/or additions,<br />
wherever necessary, whereby the affected existing Articles are reproduced here with the<br />
Proposed Amendments, in bold, alongside it:-<br />
ARTICLES EXISTING PROVISIONS<br />
8 Shares to be under control of<br />
Directors<br />
Without prejudice to any special rights<br />
previously conferred on the holders of<br />
any existing shares or class of shares,<br />
but subject to the Act and to these<br />
NEW PROVISIONS<br />
Shares to be under control of<br />
Directors<br />
Without prejudice to any special rights<br />
previously conferred on the holders of<br />
any existing shares or class of shares,<br />
but subject to the Act and to these
ARTICLES EXISTING PROVISIONS<br />
Articles, shares in the Company may<br />
be issued by the Directors and any<br />
such shares may be issued with such<br />
preferred, deferred or other special<br />
rights or such restrictions, whether in<br />
regard to dividend, voting, return of<br />
capital or otherwise as the Directors,<br />
subject to any ordinary resolution of<br />
the Company, determine. No shares<br />
shall be issued at a discount except in<br />
compliance with the provisions of the<br />
Act.<br />
Provided that<br />
(a) The rights attaching to shares of<br />
a class other than ordinary<br />
shares be expressed in the<br />
resolution creating the same.<br />
(b) Every issue of shares or options<br />
to employees and/or Directors<br />
shall be approved by<br />
shareholders in general meeting<br />
and such approval shall<br />
specifically detail the amount of<br />
shares or options to be issued to<br />
each Director. Only Directors<br />
holding office in an executive<br />
capacity shall <strong>part</strong>icipate in<br />
such an issue of shares.<br />
However, non-executive<br />
Directors may subscribe for<br />
shares issued or offered<br />
pursuant to a public issue as<br />
public offer.<br />
(c) The Company shall not issue<br />
any shares which will have the<br />
effect of giving a controlling<br />
interest to any person, company<br />
or syndicate without prior<br />
approval of shareholders in<br />
General Meeting.<br />
(d) Subject to the Act, the<br />
provisions of these Articles and<br />
the requirements of the<br />
Exchange, the Company shall<br />
have power to issue preference<br />
shares on such terms and<br />
conditions and carrying such<br />
rights or restrictions provided<br />
that the total nominal value of<br />
the issued preference shares<br />
shall not exceed the total<br />
nominal value of the issued<br />
ordinary shares at any time. The<br />
29<br />
NEW PROVISIONS<br />
Articles, shares in the Company may<br />
be issued by the Directors and any<br />
such shares may be issued with such<br />
preferred, deferred or other special<br />
rights or such restrictions, whether in<br />
regard to dividend, voting, return of<br />
capital or otherwise as the Directors,<br />
subject to any ordinary resolution of<br />
the Company, determine. No shares<br />
shall be issued at a discount except in<br />
compliance with the provisions of the<br />
Act.<br />
Provided that<br />
(a) The rights attaching to shares of<br />
a class other than ordinary<br />
shares be expressed in the<br />
resolution creating the same.<br />
(b) Every issue of shares or options<br />
to employees and/or Directors<br />
shall be approved by<br />
shareholders in general meeting<br />
and such approval shall<br />
specifically detail the amount of<br />
shares or options to be issued to<br />
each Director.<br />
(c) The Company shall not issue<br />
any shares which will have the<br />
effect of giving a controlling<br />
interest to any person, company<br />
or syndicate without prior<br />
approval of shareholders in<br />
General Meeting.<br />
(d) Subject to the Act, the<br />
provisions of these Articles and<br />
the requirements of the<br />
Exchange, the Company shall<br />
have power to issue preference<br />
shares on such terms and<br />
conditions and carrying such<br />
rights or restrictions. The<br />
Company shall not, unless with<br />
the consent of existing<br />
preference shareholders at a<br />
class meeting, issue preference<br />
shares ranking in priority to the
ARTICLES EXISTING PROVISIONS<br />
9 Preference shares<br />
Company shall not, unless with<br />
the consent of existing<br />
preference shareholders at a<br />
class meeting, issue preference<br />
shares ranking in priority to the<br />
preference shares already issued<br />
but may issue preference shares<br />
ranking equally therewith.<br />
(a) Preference shareholders shall<br />
have the same rights as ordinary<br />
shareholders as regards<br />
receiving notices, reports and<br />
audited accounts, and attending<br />
general meetings of the<br />
Company. Preference<br />
shareholders shall also have the<br />
right to vote at any meeting<br />
convened:-<br />
(i) for the purpose of<br />
reducing the Company's<br />
share capital, or<br />
winding up the<br />
Company, or<br />
sanctioning a sale of the<br />
whole of the Company's<br />
property, business and<br />
undertaking, or<br />
(ii) where the proposition<br />
to be submitted to the<br />
meeting directly affects<br />
their rights and<br />
privileges attached to<br />
the share, or<br />
(iii) when the dividend or<br />
<strong>part</strong> of the dividend on<br />
the preference shares is<br />
in arrears for more than<br />
six (6) months, or<br />
(iv) during the winding up<br />
of the Company.<br />
(b) The holders of a preference<br />
share must be entitled to a<br />
return of capital in preference to<br />
holders of ordinary shares when<br />
the Company is wound up.<br />
(c) The repayment of preference<br />
capital other than redeemable<br />
preference capital or any other<br />
alteration of preference<br />
30<br />
NEW PROVISIONS<br />
preference shares already issued<br />
but may issue preference shares<br />
ranking equally therewith.<br />
Preference shares<br />
(a) Preference shareholders shall<br />
have the same rights as ordinary<br />
shareholders as regards<br />
receiving notices, reports and<br />
audited accounts, and attending<br />
general meetings of the<br />
Company. Preference<br />
shareholders shall also have the<br />
right to vote at any meeting<br />
convened:-<br />
Deleted<br />
(i) for the purpose of<br />
reducing the Company's<br />
share capital, or<br />
winding up the<br />
Company, or<br />
sanctioning a sale of the<br />
whole of the Company's<br />
property, business and<br />
undertaking, or<br />
(ii) where the proposition<br />
to be submitted to the<br />
meeting directly affects<br />
their rights and<br />
privileges attached to<br />
the share, or<br />
(iii) when the dividend or<br />
<strong>part</strong> of the dividend on<br />
the share is in arrears<br />
for more than six (6)<br />
months, or<br />
(iv) during the winding up<br />
of the Company.<br />
(b) The repayment of preference<br />
capital other than redeemable<br />
preference capital or any other<br />
alteration of preference
ARTICLES EXISTING PROVISIONS<br />
shareholders' rights, may only<br />
be made pursuant to a special<br />
resolution of the preference<br />
shareholders concerned,<br />
PROVIDED ALWAYS that<br />
where the necessary majority<br />
for such a special resolution is<br />
not obtained at the meeting,<br />
consent in writing if obtained<br />
from the holders of threefourths<br />
of the preference capital<br />
concerned within two (2)<br />
months of the meeting, shall be<br />
as valid and effectual as a<br />
special resolution carried at the<br />
meeting.<br />
40 Transmission of Securities from<br />
Foreign Register<br />
(1) Where: -<br />
(a) the Securities of the<br />
Company are listed on an<br />
Approved Market Place;<br />
and<br />
(b) the Company is exempted<br />
from compliance with<br />
section 14 of the Central<br />
Depositories Act or section<br />
29 of the Securities<br />
Industry (Central<br />
Depositories) (Amendment)<br />
Act 1998, as the case may<br />
be, under the Rules in<br />
respect of such Securities;<br />
the Company shall, upon request of<br />
a Securities holder, permit a<br />
transmission of securities held by<br />
such Securities holder from the<br />
register of holders maintained by<br />
the registrar of the Company in the<br />
jurisdiction of the Approved<br />
Market Place (hereinafter referred<br />
to as “the Foreign Register”), to<br />
the register of holders maintained<br />
by the registrar of the Company in<br />
Malaysia (hereinafter referred to as<br />
“the Malaysian Register”)<br />
provided that there shall be no<br />
change in the ownership of such<br />
Securities.<br />
(2) For the avoidance of doubt, no<br />
transmission of Securities from the<br />
31<br />
NEW PROVISIONS<br />
shareholders' rights, may only<br />
be made pursuant to a special<br />
resolution of the preference<br />
shareholders concerned,<br />
PROVIDED ALWAYS that<br />
where the necessary majority<br />
for such a special resolution is<br />
not obtained at the meeting,<br />
consent in writing if obtained<br />
from the holders of threefourths<br />
of the preference capital<br />
concerned within two (2)<br />
months of the meeting, shall be<br />
as valid and effectual as a<br />
special resolution carried at the<br />
meeting.<br />
Transmission of Securities from<br />
Foreign Register<br />
(1) Where: -<br />
(a) the Securities of the<br />
Company are listed on<br />
another stock exchange;<br />
and<br />
(b) the Company is exempted<br />
from compliance with<br />
section 14 of the Central<br />
Depositories Act or section<br />
29 of the Securities Industry<br />
(Central Depositories)<br />
(Amendment) Act 1998, as<br />
the case may be, under the<br />
Rules of the Depository in<br />
respect of such securities;<br />
the Company shall, upon request of<br />
a Securities holder, permit a<br />
transmission of securities held by<br />
such Securities holder from the<br />
register of holders maintained by<br />
the Registrar of the Company in<br />
the jurisdiction of the other stock<br />
exchange, to the register of holders<br />
maintained by the Registrar of the<br />
Company in Malaysia and vice<br />
versa provided that there shall be<br />
no change in the ownership of such<br />
Securities.<br />
Deleted
ARTICLES EXISTING PROVISIONS<br />
Malaysian Register into the<br />
Foreign Register shall be allowed<br />
by the Company despite the<br />
fulfillment of Articles 40(1)(a) and<br />
(b).<br />
62 General Meeting<br />
An Annual General Meeting of the<br />
Company shall be held in accordance<br />
with the provisions of the Act. All<br />
General Meetings other than the<br />
Annual General Meetings shall be<br />
called Extraordinary General Meeting.<br />
All General Meetings shall be held at<br />
such time and place as the Directors<br />
shall determine. Every notice<br />
convening a General Meeting shall<br />
contain sufficient information to<br />
enable a Member to decide whether to<br />
attend the meeting and any other<br />
information as required by the Listing<br />
Requirements. Every notice convening<br />
a meeting for passing a special<br />
resolution shall state the intention to<br />
propose such resolution as a special<br />
resolution.<br />
64 Notice of meetings<br />
The notices convening meetings shall<br />
specify the place, day and hour of the<br />
meeting, and shall be given to all<br />
Members at least fourteen (14) days<br />
before the meeting or at least twenty<br />
one (21) days before the meeting<br />
where any special resolution is to be<br />
proposed or where it is an annual<br />
general meeting. Any notice of a<br />
meeting called to consider special<br />
business shall be accompanied by a<br />
statement regarding the effect of any<br />
proposed resolution in respect of such<br />
special business. At least fourteen (14)<br />
days' notice or twenty one (21) days'<br />
notice in the case where any special<br />
resolution is proposed or where it is<br />
the annual general meeting, of every<br />
such meeting shall be given by<br />
advertisement in the daily press and in<br />
32<br />
NEW PROVISIONS<br />
General Meeting<br />
An Annual General Meeting of the<br />
Company shall be held in accordance<br />
with the provisions of the Act. All<br />
General Meetings other than the<br />
Annual General Meetings shall be<br />
called Extraordinary General<br />
Meetings. The Company shall hold<br />
all General Meetings within<br />
Malaysia and may hold such<br />
General Meetings within Malaysia at<br />
more than one (1) venue using any<br />
technology that allows all Members<br />
a reasonable opportunity to<br />
<strong>part</strong>icipate and such General<br />
Meetings shall be held at such time<br />
and place as the Directors shall<br />
determine. Every notice convening a<br />
General Meeting shall contain<br />
sufficient information to enable a<br />
Member to decide whether to attend<br />
the meeting and any other information<br />
as required by the Listing<br />
Requirements. Every notice convening<br />
a meeting for passing a special<br />
resolution shall state the intention to<br />
propose such resolution as a special<br />
resolution.<br />
Notice of meetings<br />
The notices convening meetings shall<br />
specify the place, day and hour of the<br />
meeting, and shall be given to all<br />
Members at least fourteen (14) days<br />
before the meeting or at least twenty<br />
one (21) days before the meeting<br />
where any special resolution is to be<br />
proposed or where it is an annual<br />
general meeting. Any notice of a<br />
meeting called to consider special<br />
business shall be accompanied by a<br />
statement regarding the effect of any<br />
proposed resolution in respect of such<br />
special business. At least fourteen (14)<br />
days' notice or twenty one (21) days'<br />
notice in the case where any special<br />
resolution is proposed or where it is<br />
the annual general meeting, of every<br />
such meeting shall be given by<br />
advertisement in at least one (1)
ARTICLES EXISTING PROVISIONS<br />
writing to each Stock Exchange.<br />
66 (b) Record of Depositors<br />
91<br />
The Company shall also request the<br />
Central Depository in accordance with<br />
the Rules, to issue a Record of<br />
Depositors, as at a date not less than 3<br />
Market Days before the general<br />
meeting (hereinafter referred to as "the<br />
General Meeting Record of<br />
Depositors").<br />
Directors<br />
All the Directors of the Company shall<br />
be natural persons.<br />
109 Office of Director vacated in certain<br />
cases<br />
The office of Directors shall become<br />
vacant if the Director:-<br />
(a) becomes bankrupt or makes any<br />
arrangement or composition<br />
with his creditors generally;<br />
(b) becomes prohibited by law from<br />
being a Director by reason of<br />
any order made under the Act;<br />
(c) becomes of unsound mind or<br />
becomes a person whose estate<br />
is liable to be dealt with in any<br />
way under the law relating to<br />
mental disorder;<br />
(d) resigns his office by notice in<br />
writing to the Company;<br />
(e) is removed from his office by<br />
notice in writing from the<br />
Company;<br />
(f) is absent from more than 50%<br />
of the total board of directors'<br />
meetings held during a financial<br />
year save and except in a case<br />
where the Exchange has granted<br />
33<br />
NEW PROVISIONS<br />
nationally circulated Bahasa<br />
Malaysia or English daily newspaper<br />
and in writing to each Stock Exchange<br />
upon which the Company is listed.<br />
Record of Depositors<br />
The Company shall also request the<br />
Depository in accordance with the<br />
Rules of the Depository, to issue a<br />
Record of Depositors, as at the latest<br />
date which is reasonably practicable<br />
which shall in any event be not less<br />
than three (3) Market Days before the<br />
general meeting (hereinafter referred to<br />
as "the General Meeting Record of<br />
Depositors").<br />
Directors<br />
Deleted<br />
Office of Director vacated in certain<br />
cases<br />
The office of Directors shall become<br />
vacant if the Director:-<br />
(a) during his term of office<br />
becomes bankrupt or makes any<br />
arrangement or composition<br />
with his creditors generally;<br />
(b) becomes prohibited by law from<br />
being a Director by reason of<br />
any order made under the Act;<br />
(c) during his term of office<br />
becomes of unsound mind or<br />
becomes a person whose estate<br />
is liable to be dealt with in any<br />
way under the law relating to<br />
mental disorder;<br />
(d) resigns his office by notice in<br />
writing to the Company;<br />
(e) is removed from his office by<br />
notice in writing from the<br />
Company;<br />
Deleted
ARTICLES EXISTING PROVISIONS<br />
a waiver to the director from<br />
compliance with this<br />
requirement; or<br />
(g) shall be required to resign his<br />
office by a notice in writing<br />
lodged at the office signed by<br />
the holder or holders of not less<br />
than three-fourths in nominal<br />
value of the issued shares of the<br />
Company.<br />
109A Qualification of Directors<br />
-<br />
34<br />
NEW PROVISIONS<br />
(f) shall be required to resign his<br />
office by a notice in writing<br />
lodged at the office signed by<br />
the holder or holders of not less<br />
than three-fourths in nominal<br />
value of the issued shares of the<br />
Company; or<br />
(g) if he is convicted by a court of<br />
law, whether within Malaysia<br />
or elsewhere, in relation to the<br />
offences set out in Article<br />
109A.<br />
Qualification of Directors<br />
No person shall be appointed or<br />
allowed to act as a Director or to be<br />
involved whether directly or<br />
indirectly in the management of the<br />
Company, including acting in an<br />
advisory capacity in relation to the<br />
Company, if he:-<br />
(a) has been convicted by a court of<br />
law, whether within Malaysia<br />
or elsewhere, of an offence in<br />
connection with the promotion,<br />
formation or management of a<br />
company;<br />
(b) has been convicted by a court of<br />
law, whether within Malaysia<br />
or elsewhere, of an offence,<br />
involving fraud or dishonesty or<br />
where the conviction involved a<br />
finding that he acted<br />
fraudulently or dishonestly; or<br />
(c) has been convicted by a court of<br />
law of an offence under the<br />
securities laws or the Act,<br />
within a period of five (5) years (or<br />
such period as shall be prescribed<br />
by <strong>Bursa</strong> Securities) from the date<br />
of conviction or if sentenced to<br />
imprisonment, from the date of<br />
release from prison, as the case may<br />
be.<br />
For the purpose of this Article,<br />
“securities laws” means the Capital
ARTICLES EXISTING PROVISIONS<br />
128 Contracts or arrangements which<br />
the Directors can vote<br />
A Director shall not vote in respect of<br />
any contract or arrangement in which<br />
he is interested, and if he shall do so<br />
his vote shall not be counted, nor, shall<br />
he be counted in the quorum present at<br />
any Meeting, but neither of these<br />
prohibitions shall apply to:-<br />
(a) Any arrangement for giving any<br />
Director any security or<br />
indemnity in respect of money<br />
lent by him to or obligations<br />
undertaken by him for the<br />
benefit of the Company; or<br />
(b) Any arrangement for the giving<br />
by the Company of any security<br />
to a third <strong>part</strong>y in respect of a<br />
debt or obligation of the<br />
Company for which the<br />
Director himself has assumed<br />
responsibility in whole or in<br />
<strong>part</strong> under a guarantee or<br />
indemnity or by the deposit of a<br />
security; or<br />
(c) Any contract by a Director to<br />
subscribe for or underwrite<br />
shares or debentures of the<br />
Company; or<br />
(d) Any contract or arrangement<br />
with any other company in<br />
which he is interested only as an<br />
officer of the company or as<br />
35<br />
NEW PROVISIONS<br />
Markets and Services Act 2007, the<br />
Central Depositories Act, the<br />
Securities Commission Act 1993 and<br />
the Futures Industry Act 1993 or<br />
such other prevailing laws or<br />
regulations of the relevant<br />
authorities.<br />
Contracts or arrangements which<br />
the Directors can vote<br />
A Director shall not vote in respect of<br />
any contract or arrangement in which<br />
he is interested whether directly or<br />
indirectly and if he shall do so his vote<br />
shall not be counted, however he shall<br />
be counted only to make the quorum<br />
at the board meeting and shall not<br />
<strong>part</strong>icipate in any discussion while<br />
the contract or proposed contract is<br />
being considered at the board<br />
meeting and shall not vote on the<br />
contract or proposed contract, but<br />
neither of these prohibitions shall<br />
apply to:-<br />
(a) Any arrangement for giving any<br />
Director himself or any other<br />
Director any security or<br />
indemnity in respect of money<br />
lent by him to or obligations<br />
undertaken by him for the<br />
benefit of the Company; or<br />
(b) Any arrangement for the giving<br />
by the Company of any security<br />
to a third <strong>part</strong>y in respect of a<br />
debt or obligation of the<br />
Company for which the<br />
Director himself or any other<br />
Director has assumed<br />
responsibility in whole or in<br />
<strong>part</strong> under a guarantee or<br />
indemnity or by the deposit of a<br />
security; or<br />
(c) Any contract or proposed<br />
indemnity or proposed<br />
contract indemnity against<br />
any loss which any Director<br />
may suffer by reason of<br />
becoming or being a surety<br />
for the Company; or<br />
(d) Any contract or proposed<br />
contract entered into or to be<br />
entered into by the Company<br />
or its subsidiary with another
ARTICLES EXISTING PROVISIONS<br />
holder of shares or other<br />
securities; or<br />
(e) Any contract or proposed contract<br />
which has been or will be made<br />
with or for the benefit of or on<br />
behalf of a corporation (as defined<br />
in the Act) which by virtue of<br />
Section 6 of the Act is deemed to<br />
be related to the Company - that<br />
he is a director of that corporation.<br />
Provided that these prohibitions may at<br />
any time be suspended or relaxed to<br />
any extent, and either generally or in<br />
respect of any <strong>part</strong>icular contract,<br />
arrangement or transaction, by the<br />
Company in general meeting.<br />
130 Relaxation of restriction voting<br />
A Director notwithstanding his interest<br />
may, provided that none of the other<br />
directors present disagree, be counted<br />
in the quorum present at any meeting<br />
whereat he or any other Director is<br />
appointed to hold any office or place<br />
of profit under the Company or<br />
whereat the Directors resolve to<br />
exercise any of the rights of the<br />
Company, (whether by the exercise of<br />
voting rights or otherwise) to appoint<br />
or concur in the appointment of a<br />
Director to hold any office or place of<br />
profit under any other company or<br />
whereat the terms of any such<br />
appointment as hereinafter mentioned<br />
are considered or whereat any decision<br />
is taken upon any contract or<br />
arrangement in which he is in any way<br />
interested provided always that he has<br />
complied with Section 131 of the Act.<br />
36<br />
NEW PROVISIONS<br />
Deleted<br />
company in which the interest<br />
of the Director consists solely<br />
of –<br />
(i) in him being a director<br />
of the Company and<br />
the holder of shares not<br />
more than the number<br />
or value as is required<br />
to qualify him for the<br />
appointment as a<br />
director; or<br />
(ii) in him having an<br />
interest in not more<br />
than five per centum<br />
(5%) of its paid-up<br />
capital,<br />
Provided that these prohibitions may at<br />
any time be suspended or relaxed to<br />
any extent, and either generally or in<br />
respect of any <strong>part</strong>icular contract,<br />
arrangement or transaction, by the<br />
Company in general meeting.<br />
Relaxation of restriction voting<br />
Director notwithstanding his interest<br />
may, provided that none of the other<br />
directors present disagree, be counted<br />
in the quorum present at any meeting<br />
whereat he or any other Director is<br />
appointed to hold any office or place<br />
of profit under the Company or<br />
whereat the Directors resolve to<br />
exercise any of the rights of the<br />
Company, (whether by the exercise of<br />
voting rights or otherwise) to appoint<br />
or concur in the appointment of a<br />
Director to hold any office or place of<br />
profit under any other company in<br />
whereat the terms of any such<br />
appointment as hereinafter mentioned<br />
are considered or whereat any decision<br />
is taken upon any contract or<br />
arrangement in which he is in any way<br />
interested provided always that he has<br />
complied with Sections 131 and 131A
ARTICLES EXISTING PROVISIONS<br />
132 (a) Alternate Director<br />
Each Director shall have the power to<br />
nominate in writing under his hand any<br />
person approved for that purpose by a<br />
majority of the other Directors to act as<br />
his alternate ("Alternate Director") and<br />
on such appointment being so made<br />
and approved the Alternate Director<br />
shall in all respects be subject to the<br />
terms and conditions existing with<br />
reference to the other Directors and<br />
each Alternate Director, whilst acting<br />
in the place of the Director whom he<br />
represents, shall exercise and discharge<br />
all the duties and functions of such<br />
Director but shall look to such Director<br />
solely for his remuneration and shall<br />
not be entitled to claim remuneration<br />
from the Company.<br />
151 Profit and loss account and balance<br />
sheet<br />
The Directors shall from time to time<br />
in accordance with the provisions of<br />
the Act, cause to be prepared and laid<br />
before the Company in general<br />
meeting such profit and loss accounts,<br />
balance sheet and reports as are<br />
required under the Act PROVIDED<br />
always that the interval between the<br />
close of a financial year of the<br />
Company and the issue of the annual<br />
audited accounts, the directors' and<br />
auditors' reports to the Exchange shall<br />
not exceed four (4) Months or such<br />
period as may be prescribed by the<br />
Listing Requirements.<br />
37<br />
NEW PROVISIONS<br />
and all other relevant provisions of<br />
the Act, the Listing Requirements<br />
and of these Articles.<br />
Alternate Director<br />
Each Director shall have the power to<br />
nominate in writing under his hand any<br />
person approved for that purpose by a<br />
majority of the other Directors to act as<br />
his alternate ("Alternate Director") and<br />
on such appointment being so made<br />
and approved the Alternate Director<br />
shall in all respects be subject to the<br />
terms and conditions existing with<br />
reference to the other Directors and<br />
each Alternate Director, whilst acting<br />
in the place of the Director whom he<br />
represents, shall exercise and discharge<br />
all the duties and functions of such<br />
Director provided that any fee paid<br />
by the Company to the Alternate<br />
Director shall be deducted from that<br />
Director’s remuneration.<br />
Profit and loss account and balance<br />
sheet<br />
The Directors shall from time to time<br />
in accordance with the provisions of<br />
the Act, cause to be prepared and laid<br />
before the Company in general<br />
meeting such profit and loss accounts,<br />
balance sheet and reports as are<br />
required under the Act PROVIDED<br />
always that the interval between the<br />
close of a financial year of the<br />
Company and the issue of the annual<br />
audited accounts, the directors' and<br />
auditors' reports to the Exchange shall<br />
not exceed four (4) Months or such<br />
period as may be prescribed by the<br />
Listing Requirements. Such<br />
documents may be in printed form<br />
or in compact disc read-only<br />
memory (“CD-ROM”) or digital<br />
video disc read-only memory<br />
(“DVD-ROM”) format or in any<br />
other format whatsoever (whether<br />
available now or in the future)<br />
through which images, data,<br />
information or other material may<br />
be viewed whether electronically or<br />
digitally or howsoever. The requisite<br />
number of copies of each such<br />
document as may be required by the<br />
Exchange shall at the same time be<br />
likewise sent to the Exchange.
FURTHER INFORMATION<br />
1. DIRECTORS RESPONSIBILITY STATEMENT<br />
38<br />
APPENDIX II<br />
This <strong>Circular</strong> has been seen and approved by the Directors of <strong>PCCS</strong> and they individually and<br />
collectively accept full responsibility for the accuracy of the information given in this <strong>Circular</strong> in<br />
so far as it relates to the <strong>PCCS</strong> Group and confirm that after having made all reasonable enquiries<br />
and to the best of their knowledge and belief, there are no other facts the omission of which<br />
would make any statement in this <strong>Circular</strong> misleading.<br />
2. MATERIAL LITIGATION<br />
As at 18 July 20<strong>08</strong> (being the most practicable date prior to the printing of this <strong>Circular</strong>), <strong>PCCS</strong><br />
and its subsidiaries are not engaged in any material litigation, claims or arbitration either as<br />
plaintiff or defendant and the Directors of <strong>PCCS</strong> do not have any knowledge of any proceedings<br />
pending or threatened against <strong>PCCS</strong> or its subsidiaries or any facts likely to give rise to any<br />
proceedings which may materially affect the financial position or business of <strong>PCCS</strong> and its<br />
subsidiaries.<br />
3. MATERIAL CONTRACTS<br />
Save as disclosed below, there are no other material contracts which have been entered into by<br />
<strong>PCCS</strong> and/or its subsidiaries during the two (2) years immediately preceding the date of this<br />
<strong>Circular</strong>, other than contracts entered into in the ordinary course of business:<br />
(i) Share Purchase Agreement dated 3 August 2006 between Jusca Development Sdn Bhd<br />
(“JDSB”) and Mr. Lim Wee Sern whereby JDSB agreed to purchase 60,000 ordinary shares<br />
of RM1/-each in Beauty Silk Screen (M) Sdn Bhd (“BSSM”), representing 30% of the total<br />
paid-up capital of BSSM at a total consideration of RM1,100,000.<br />
(ii) Sales and Purchases Agreement dated 28 December 2006 between Shanghai Lu Di Teng<br />
Chuang Zhi Ye Ltd (“SHLD”) and <strong>PCCS</strong> (Hong Kong) Limited (“PHKL”) whereby SHLD<br />
agreed to sell and PHKL agreed to purchase 3 office lots held at The One Building, Cao<br />
Yang Road, Shanghai, China for a cash consideration of RMB8,205,547 equivalent to<br />
RM3,774,552.<br />
(iii) Share Purchases Agreement dated 7 August 2007 between JDSB and Mr. Tiv Vuthy whereby<br />
JDSB agreed to purchase 20,000 ordinary shares of RM1/- each in BSSM, representing 10%<br />
of the total paid-up capital of BSSM at total consideration of RM434,700. The acquisition<br />
was completed on 31 August 2007. BSSM becomes a 95% owned subsidiary of JDSB.<br />
(iv) Sales and Purchases Agreement dated 26 January 20<strong>08</strong> between <strong>PCCS</strong> Garments (Suzhou)<br />
Limited (“SGL”) and Suzhou Chint Enterprise Development Co., Ltd. whereby SGL agreed<br />
to purchase the land and building held at North Side, No. 318 Road, Jin Xing Village, Zhenze<br />
Town Development Zone, Wujiang City, Jiangsu Province, China for a cash consideration of<br />
RMB16,000,000 equivalent to RM7,200,000.
4. DOCUMENTS FOR INSPECTION<br />
Copies of the following documents will be made available for inspection at the Registered Office<br />
of <strong>PCCS</strong> at Plo 10, Kawasan Perindustrian Parit Raja, 86400 Batu Pahat, Johor Darul Takzim,<br />
during office hours on Mondays to Fridays (except public holidays) from the date of this <strong>Circular</strong><br />
up to and including the date of the forthcoming AGM :-<br />
i. Memorandum and Articles of Association of <strong>PCCS</strong>;<br />
ii. The audited financial statements of <strong>PCCS</strong> for the past two (2) financial years ended 31 March<br />
2007 to 20<strong>08</strong>; and<br />
iii. Material Contracts referred to in paragraph 3 above.<br />
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39