TRB-RRPT Circular(final)160409 - Announcements - Bursa Malaysia

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD
TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS
IMMEDIATELY.
Bursa Malaysia Securities Berhad 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.
TEXCHEM RESOURCES BHD.
(Company No. 16318-K)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
In Relation To
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND
RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING
NATURE AND FOR THE PROVISION OF FINANCIAL ASSISTANCE
The Notice convening the Annual General Meeting of the Company to be held at the Pinang
Ballroom, Level 3, Traders Hotel, Magazine Road, 10300 Penang on Thursday, 28 May 2009
at 10.30 a.m. together with a Proxy Form are enclosed together with the Annual Report of the
Company for the financial year ended 31 December 2008.
The Proxy Form should be completed and returned in accordance with the instructions therein
as soon as possible and should reach the Registered Office of the Company not later than 48
hours before the time set for holding the meeting. The lodging of the Proxy Form will not
preclude you from attending and voting in person at the meeting should you subsequently
wish to do so.
This Circular is dated 30 April 2009

DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this
Circular:
“Act”
Companies Act, 1965 as amended from time to time and any reenactment
thereof.
“Acumen” Acumen Scientific Sdn. Bhd. (514926-V)
(formerly known as Acumen.Com Network Sdn. Bhd.)
“AGM”
“ASK”
“Bursa Malaysia”
Annual General Meeting
A.S.K. Andaman Limited
“Board” Board of Directors
“BPC”
Bursa Malaysia Securities Berhad (635998-W)
Blood Protection Company (Malaysia) Sdn. Bhd. (5291-D)
“Director or Directors” Director(/s) of TRB and/or its subsidiaries, including 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 director of TRB and/or any of its
subsidiaries and/or its holding company or a chief executive officer of
TRB and/or any of its subsidiaries and/or its holding company
“EYE”
“Eye(V)”
“FMB”
“Industrial Products”
“IT”
“Listing Requirements”
“Mandated Related Parties”
“Major Shareholder”
Eye Graphic Sdn. Bhd. (206673-D)
Eye Graphic (Vietnam) Co., Ltd.
Fumakilla Malaysia Berhad (30855-A)
Industrial products which include chemicals, dyestuffs, textile
auxiliaries, polyester film and plastic strip
Information Technology
Bursa Malaysia Listing Requirements
Blood Protection Company (Malaysia) Sdn. Bhd., Eye Corporate
Planning Co., Ltd., Fumakilla Ltd., Fumakilla Malaysia Berhad,
Guardman Security Services Sdn. Bhd., Miraku Sdn. Bhd., PT.
Technopia Lever, Seapack Food Sdn. Bhd., Technopia (Thailand) Ltd.,
Technopia (Vietnam) Pte. Ltd., Texchem Corporation Sdn. Bhd.,
Texchem Holdings Sdn. Bhd., Texchem Risk Management Sdn. Bhd.,
Ting Tai Industries (Malaysia) Sdn. Berhad
A person who has an interest or interests in one or more voting shares
in a company and the nominal amount of those shares, 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,
including 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
i

“MIRAKU” Miraku Sdn. Bhd. (742662-X)
major shareholder, as defined above, of TRB or any other company
which is its subsidiary or holding company. For the purpose of this
definition, “interest in shares” shall have the meaning given in Section
6A of the Companies Act, 1965
“NMM” New Material (Malaysia) Sdn. Bhd. (189744-V)
“NMHK” New Material Hong Kong Limited
“OP” Ocean Pioneer Food Sdn. Bhd. (217320-D)
“Proposed Financial Assistance
Mandate”
Proposed renewal of the general mandate for the provision of financial
assistance as set out in Section 2.4(C) of this Circular
“Proposed Mandate” Proposed Renewal of Shareholders’ Mandate, Proposed New
Shareholders’ Mandate and Proposed Financial Assistance Mandate
“Proposed New Shareholders’
Mandate”
“Proposed Renewal of
Shareholders’ Mandate”
“PTTI” PT. Texchem Indonesia
“PTTJ” PT. Technopia Jakarta
“PTTL” PT. Technopia Lever
“Raw Materials”
“Related Party”
“Related Party Transaction”
“Recurrent Related Party
Transactions”
“RM” and “sen”
Proposed shareholders’ mandate for Recurrent Related Party
Transactions of a revenue or trading nature which are necessary for its
day-to-day operations and are in the ordinary course of business of the
Group as set out in Section 2.4(B) of this Circular
Proposed renewal of Shareholders’ mandate for Recurrent Related
Party Transactions for the Company and/or its subsidiaries (TRB
Group) in their normal course of business, to enter into the transactions
as set out in Section 2.4(A) of this Circular with persons who are
considered to be “related parties” as defined in Chapter 10 of the
Listing Requirements
Raw materials used in producing products which include seafood
products, household insecticide products and printing plates
Director, major shareholder or person connected with such director or
major shareholder
A transaction entered into by TRB and/or its subsidiaries which
involves the interest, direct or indirect, of a Related Party
Recurrent transactions entered into by TRB and/or its subsidiaries
which involves the interest, direct or indirect, of a Related Party
Ringgit Malaysia and sen respectively
“SMT” Sea Master Trading Co. Sdn. Bhd. (52094-A)
“Sushi”
“Shareholders”
“Tech(T)”
Sushi Kin Sdn. Bhd. (330201-V)
Shareholders of TRB
Technopia (Thailand) Ltd.
ii

“Tech(V)”
“Texcorp”
“Texmat”
“Texmat(T)”
“TFSB”
“THSB”
“Ting Tai”
“TMSB”
Technopia Vietnam Pte. Ltd.
Texchem Corporation Sdn. Bhd. (59641-U)
Texchem Materials Sdn. Bhd. (486955-M)
Texchem Materials (Thailand) Ltd.
Texchem Food Sdn. Bhd. (564990-P)
Texchem Holdings Sdn. Bhd. (166649-T)
Ting Tai Industries (Malaysia) Sdn. Berhad (7423-X)
Texchem Malaysia Sdn. Bhd. (15608-V)
“TMVL” Texchem Materials (Vietnam) Co., Ltd
“TRB” or “the Company”
“TRB Group” or “the Group”
Texchem Resources Bhd. (16318-K)
TRB and its subsidiaries
“TRM” Texchem Risk Management Sdn. Bhd. (194178-K)
“TSPL” Texchem Singapore Private Limited
“TXPB”
Texchem-Pack (Bangi) Sdn. Bhd. (201932-M)
“TXPHS” Texchem-Pack Holdings (S) Ltd.
“TXPJ”
“TXPKL”
“TXPM”
Texchem-Pack (Johor) Sdn. Bhd. (271932-P)
Texchem-Pack (KL) Sdn. Bhd. (180614-M)
Texchem-Pack (M) Bhd. (44673-D)
“TXPO” Texchem Polymers Sdn. Bhd. (677985-M)
“TXPP” Texchem-Pack (PP) Sdn. Bhd. (53719-T)
“TXPT”
“TXPV”
“TXP(Wuxi)”
Texchem-Pack (Thailand) Co., Ltd.
Texchem-Pack (Vietnam) Co., Ltd.
Texchem-Pack (Wuxi) Co., Ltd.
iii

CONTENTS
PROPOSED MANDATE
LETTER TO THE SHAREHOLDERS CONTAINING:- PAGE
1. INTRODUCTION 1
2. DETAILS OF THE PROPOSED MANDATE 2
2.1(A) PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS 2
2.1(B) PRACTICE NOTE 14/2002 OF THE LISTING REQUIREMENTS 3
2.1(C) PARAGRAPH 8.23 OF THE LISTING REQUIREMENTS 3
2.2 PROPOSED MANDATE 4
2.3 CLASSES OF RELATED PARTIES 5
2.4 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS
AND RECURRENT TRANSACTIONS AND ESTIMATED
VALUE 7
2.5 RATIONALE FOR AND THE BENEFIT TO THE GROUP FOR
TRANSACTING WITH MANDATED RELATED PARTIES AND
MANDATED PARTIES 15
2.6 REVIEW METHODS OR PROCEDURES FOR THE PROPOSED
MANDATE 17
2.7 AUDIT COMMITTEE’S STATEMENT 18
2.8 VALIDITY PERIOD 18
3. EFFECTS OF THE PROPOSED MANDATE 19
4. CONDITIONS OF THE PROPOSED MANDATE 19
5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS 19
6. DIRECTORS’ RECOMMENDATION 21
7. AGM 21
8. ADDITIONAL INFORMATION 22
APPENDIX I 23
iv

Board of Directors:
TEXCHEM RESOURCES BHD.
(Company No. 16318-K)
(Incorporated in Malaysia)
1
Registered Office:-
Level 18, Menara Boustead Penang
39 Jalan Sultan Ahmad Shah
10050 Penang
30 April 2009
Tan Sri Dato’ Seri Fumihiko Konishi (Chairman and Chief Executive Officer)
Lee Siew Khee, Jeffrey (President and Chief Operating Officer)
Wong Kin Chai (Executive Director)
Yap Kee Keong (Executive Director)
Brian Tan Guan Hooi (Executive Director)
Dato’ Seri Nazir Ariff Bin Mushir Ariff (Independent Non-Executive Director)
Danny Goon Siew Cheang (Independent Non-Executive Director)
Yong Yoon Fook, Dick (Independent Non-Executive Director)
To: The Shareholders of Texchem Resources Bhd.
Dear Sir/Madam
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND RENEWAL OF
SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE AND FOR THE PROVISION OF FINANCIAL
ASSISTANCE (HEREINAFTER REFERRED TO AS “PROPOSED MANDATE”)
1. INTRODUCTION
1.1 At the Company’s AGM held on 22 May 2008, your Board obtained Shareholders’
mandate to enter into Recurrent Related Party Transactions of a revenue or trading
nature in connection with paragraph 10.09, Part E of Chapter 10 of the Listing
Requirements and Practice Note 12/2001.
The aforesaid authorisation for the Shareholders’ mandate for the Recurrent Related
Party Transactions shall, in accordance with the Listing Requirements, lapse at the
conclusion of the forthcoming AGM, unless by a resolution passed at the
forthcoming AGM, the authority is renewed.
Consequently, on 16 April 2009, your Board announced that the Company had
proposed to seek a renewal of Shareholders’ mandate of the existing Recurrent
Related Party Transactions and approval for the new Recurrent Related Party
Transactions for TRB Group.
In addition, on the same date, your Board also announced that the Company will
seek approval from the Shareholders on the proposed general mandate for the

provision of financial assistance pursuant to paragraphs 8.23 and 10.09 Part E of
Chapters 8 and 10 of the Listing Requirements respectively read with Practice Notes
12/2001 and 14/2002.
1.2 The purpose of this Circular is to provide Shareholders with details of the Proposed
Renewal of Shareholders’ Mandate, Proposed New Shareholders’ Mandate and
Proposed Financial Assistance Mandate and to seek the Shareholders’ approval for
the ordinary resolution to be tabled at the forthcoming AGM of the Company to be
convened at the Pinang Ballroom, Level 3, Traders Hotel, Magazine Road, 10300
Penang on Thursday, 28 May 2009 at 10.30 a.m.
2. DETAILS OF THE PROPOSED MANDATE
2.1(A) Paragraph 10.09 of the Listing Requirements
Under paragraph 10.09 of the Listing Requirements read with paragraph 2.1 of
Practice Note 12/2001, where there are related party transactions of a revenue or
trading nature which are necessary for its day-to-day operations such as supplies of
materials within a group of companies, the listed issuer may seek a shareholders’
mandate in respect of such transactions 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 where:-
(i) the consideration, value of assets, capital outlay or costs of the
aggregated transactions is equal to or exceeds RM1 million; or
(ii) any one of the percentage ratios of such aggregated transactions is
equal to or exceeds 1%;
whichever is the
(aa) higher, in relation to a listed issuer with an issued and paid-up capital
of RM60 million and above; or
(bb) lower, in relation to a listed issuer with an issued and paid-up capital
which is less than RM60 million;
(c) Issuing of circular to shareholders by the listed issuer; and
(d) In a meeting to obtain shareholders’ mandate, the interested directors,
interested major shareholders or interested persons connected with a
director or 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.
2

2.1(B) Practice Note 14/2002 of the Listing Requirements
Paragraph 5.0 of Practice Note 14/2002 which took effect on 1 January 2003,
stipulates inter alia that notwithstanding paragraph 4.2(d) of Practice Note 12/2001
(“PN12”) and subject to paragraph 10.09 of the Listing Requirements and other
provisions of PN12, the Company may seek a general mandate in respect of the
following recurrent transactions:
(a) the pooling of funds within the listed issuer’s group of companies via a
centralised treasury management function or such similar arrangements
which entails the provision of financial assistance by the listed issuer and/or
its unlisted subsidiaries on a short or medium term basis provided that :-
(i) the listed issuer in seeking such a mandate in accordance with
paragraphs 8.23 and 10.09 of the Listing Requirements, must
include in its circular, in addition to such other information as
prescribed under the Listing Requirements, the estimated amounts
or value of financial assistance (hereinafter referred to as “the
Estimate Value”); and
(ii) if the actual amount of financial assistance provided or rendered
exceeds the Estimate Value, the listed issuer must make an
immediate announcement of the same. If the percentage ratio of
the amount of financial assistance provided or rendered in excess
of the Estimate Value is 5% or more, the listed issuer must comply
with paragraph 10.08 of the Listing Requirements.
For the purposes of this paragraph:-
(aa) “short or medium term basis” shall mean for a duration not
exceeding 3 years; and
(bb) “group of companies” shall mean the subsidiaries, associated
companies of the listed issuer and the listed issuer’s immediate
holding company which is listed.
2.1(C) Paragraph 8.23 of the Listing Requirements
Paragraph 8.23 of the Listing Requirements states that where a listed issuer or its
subsidiaries provide financial assistance to or in favour of the following:-
(i) directors or employees of the listed issuer or its subsidiaries;
(ii) persons:-
(aa) to whom the provision of financial assistance is necessary to facilitate;
or
(bb) pursuant to;
the ordinary course of business of the listed issuer or its subsidiaries such as
the provision of advances to its sub-contractors or advances made to clients
in the ordinary course of its moneylending business; or
(iii) the subsidiaries or associated companies of the listed issuer, the listed issuer
(in the case of the subsidiaries providing the financial assistance) or its
immediate holding company which is listed;
the board of directors of the listed issuer must ensure:
3

(a) that the provision of financial assistance referred to above is fair and
reasonable to the listed issuer and is not to the detriment of the listed issuer
and its shareholders; and
(b) where a listed issuer and/or its subsidiaries lends or advances money in the
ordinary course of its business as a moneylender (hereinafter referred to as
“moneylending company” and “moneylending operations”), that the board
of directors of the listed issuer oversees the moneylending operations and
the management of credit risk of the moneylending company including
ensuring that adequate policies and procedures are put in place which must
be reviewed regularly to enable:-
2.2 Proposed Mandate
(aa) maintenance of sound credit-granting standards;
(bb) maintenance of a clear and defined credit approval process
including a list of the approving party(ies), which must include the
board of directors of the listed issuer, for different quantum of
financial assistance granted by the moneylending company;
(cc) monitoring and control of credit risk; and
(dd) timely identification and administration of problem credits.
TRB Group engages in a wide range of activities and is broadly categorised under
the following sectors:-
(a) Investment holding;
(b) Manufacturing
- packaging
- household insecticides;
(c) Trading;
(d) Food;
(e) Laboratory analysis services.
The principal activities of TRB Group are investment holding, trading in industrial
chemicals and related products; manufacturing, marketing and trading of raw surimi,
fishmeal and seafood products; the operation of a chain of retail sushi outlets; the
manufacturing and selling of packaging products for the electronics, electrical,
semiconductor and disk drive industries; the manufacturing and marketing of family
care products and household insecticides; and the provision of laboratory analysis
services.
Due to the diversity of TRB Group, it is anticipated that TRB Group would, in the
normal course of business, enter into transactions with the classes of Mandated
Related Parties and mandated parties set out in Section 2.4 of this Circular. It is
likely that such transactions will occur with some degree of frequency and could
arise at any time.
The Directors of TRB are now seeking approval from Shareholders for the Proposed
Renewal of Shareholders’ Mandate, Proposed New Shareholders’ Mandate and
Proposed Financial Assistance Mandate for the period from 28 May 2009 (being the
date of the forthcoming AGM of the Company) to 28 May 2010 (being the tentative
date of the next AGM of the Company) which will allow the TRB Group, in their
normal course of business, to enter into:
(i) the categories of Recurrent Related Party Transactions referred to in
Sections 2.4(A) and 2.4(B) of this Circular with the classes of Mandated
Related Parties as set out in Section 2.3 of this Circular provided such
transactions, if any, are made at arm’s length, on the TRB Group’s normal
4

commercial terms and on terms not more favourable to the related parties
than those generally available to the public and are not to the detriment of
minority shareholders; and
(ii) recurrent transactions for the provision of financial assistance with
mandated parties as set out in Section 2.4(C) of this Circular provided such
transactions are fair and reasonable to TRB and is not to the detriment of
TRB and TRB’s shareholders.
2.3 Classes of Related Parties
The Proposed Mandate will apply to the following classes of Related Parties:-
No. Mandated
Related Party
Place of
Incorporation
(i) BPC Malaysia Trading of
household
insecticides and
renting of
machinery
(ii) Eye Corporate
Planning Co.,
Ltd. (“ECP”)
(iii) Fumakilla
Limited
(“FML”)
5
Principal Activity Relationship with
TRB
Japan Manufacturer of
liquid
photopolymer
flexo
printing plates and
artwork design.
Trader of galley
proof paper and
double sided tape
Japan Manufacturer and
marketer
household
insecticides,
of
toiletries and
gardening products
(iv) FMB Malaysia Manufacture and
sale of household
insecticides and
investment holding
(v) Guardman
Security
Services Sdn.
Bhd. (“GSS”)
Malaysia
Provision of internal
security guard
services
(vi) MIRAKU Malaysia Operation of
restaurant
(vii) PTTL Indonesia Distributor, export
and import of
mosquito coils and
insecticide control
devices
A wholly owned
subsidiary of Ting Tai
which in turn is a
wholly owned
subsidiary of FMB, a
87.29% subsidiary of
TRB
A 3.36% shareholder of
TXPHS, a 70.48%
subsidiary of TRB
A 10.29% major
shareholder of FMB, a
87.29% subsidiary of
TRB
A 87.29% subsidiary of
TRB
A wholly owned
subsidiary of Texcorp,
a Major Shareholder of
TRB with shareholding
of 20.59%
A wholly owned
subsidiary of Texcorp,
a Major Shareholder of
TRB with shareholding
of 20.59%
A 49% associate
company of Technopia
Singapore Pte. Ltd., a
wholly owned
subsidiary of Texcorp,
a Major Shareholder of
TRB with shareholding
of 20.59%

No. Mandated
Related Party
(viii) Seapack Food
Sdn. Bhd.
(“Seapack”)
Place of
Incorporation
6
Principal Activity Relationship with
TRB
Malaysia Manufactured and
sale of processed
surimi and crab
flavoured seafood
products; and
provision of
technical services in
relation thereto
(ix) Tech(T) Thailand Manufacture and
trading of mosquito
coil
(x) Tech(V) Vietnam Produce and trade
various kinds of
household
insecticides
(xi) Texcorp Malaysia Investment holding
and provision of
management
services for Texcorp
Group
(xii) THSB
(xiii) TRM
(xiv) Ting Tai
A 94.94% subsidiary
of Texcorp, a Major
Shareholder of TRB
with shareholding of
20.59%
A 95.9% subsidiary of
FMB, a 87.29%
subsidiary of TRB
TRB has on 3 April
2009 entered into a
conditional Share Sale
Agreement (“SSA”)
with FMB for the
acquisition of the entire
Charter Capital of
Tech(V), representing
FMB’s entire 100%
equity interest in
Tech(V). Upon
completion of the SSA,
Tech(V) will be a
wholly owned
subsidiary of TRB
Major Shareholder of
TRB with shareholding
of 20.59%
Malaysia Investment holding Major Shareholder of
TRB with shareholding
of 31.38%
Malaysia Insurance agents
and managers in
relation to insurance
schemes
Malaysia Renting of property,
plant and equipment
A wholly owned
subsidiary of Texcorp,
a Major Shareholder of
TRB with shareholding
of 20.59%
A wholly owned
subsidiary of FMB, a
87.29% subsidiary of
TRB
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap
Kee Keong and Brian Tan Guan Hooi are Directors of TRB. Tan Sri Dato’ Seri
Fumihiko Konishi is also the Major Shareholder of TRB. Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi and Yuma Konishi are persons connected with
Tan Sri Dato’ Seri Fumihiko Konishi. Abu Bakar Bin Abdul Hamid, Ow Kam Toi,
Chan Kar Ming, Yuma Konishi, Sutasna Suwantewatoop (Ng Yong Lee), Yasuhiro
Nishida, Akihiko Hijioka, Masahiro Shimonaka, Toshiaki Oshimo, Ridzuan Bin
Ismail, Ng Bak Hwa, Ng Bak Kuang, Goh Chin Meng, Lim Eng Chai, Yasumitsu
Yamada and Mitsuo Matsumura, all are directors of TRB’s subsidiaries. FML is a
major shareholder of FMB, a subsidiary of TRB and is also a person connected with
Toshiaki Oshimo. ECP is a shareholder of TXPHS, a holding company of EYE and is
also a person connected with Mitsuo Matsumura. They are all deemed interested in
the Proposed Mandate.

2.4 Nature of Recurrent Related Party Transactions and Recurrent Transactions and Estimated Value
The Recurrent Related Party Transactions and recurrent transactions which will be covered by the general mandate are the general transactions by the TRB Group
relating to the provision to, or the obtaining from, the Mandated Related Parties and/or mandated parties, products and services in the normal course of the business of the
TRB Group.
(A) The details of the Recurrent Related Party Transactions pursuant to the Proposed Renewal of Shareholders’ Mandate (of which the estimated value of transactions
may vary and are subject to changes) are as follows:-
Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(i) Sale of Household
Insecticides
(ii) Sale of Household
Insecticides
Class(es) of Related
Party
FML and PTTL
(both buyers)
FMB
(seller)
(iii) Sale of Industrial Products FMB and Tech(T)
(both buyers)
(iv) Sale of Raw Materials ECP and MIRAKU
(both buyers)
Companies in
TRB Group
transacting in each
transaction
FMB and PTTJ
(both sellers)
PTTJ
(buyer)
Texmat and Texmat(T)
(both sellers)
EYE and Sushi
(both sellers)
7
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Brian Tan Guan Hooi, Chan Kar Ming,
Masahiro Shimonaka, Toshiaki Oshimo, FML, Puan
Sri Datin Seri Atsuko Konishi, Mika Konishi, Mari
Konishi, Yuma Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Sutasna
Suwantewatoop (Ng Yong Lee), Puan Sri Datin Seri
Atsuko Konishi, Mika Konishi, Mari Konishi, THSB
and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Yasuhiro Nishida, Akihiko Hijioka, Yatsumitsu
Yamada, Mitsuo Matsumura, ECP, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
68,222
4,950
1,667
1,738

Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
Class(es) of Related
Party
(v) Sale of Raw Materials FMB
(seller)
(vi) Purchase of Raw Materials FML and ECP
(both sellers)
(vii) Management services i.e.
accounting, financial,
human resources, IT,
public affairs, investors
relations, legal and
secretarial services
(viii) Rental Expense being
rental of *office ±
(ix)
Rental Expense being
rental of *warehouse Ω
(x) Rental Expense being
rental of **public
relation facilities ♠ namely
the rental of venue for
holding/conducting
corporate events and
business development
Texcorp
(provider ◊ )
Texcorp
(recipient ▲ )
Texcorp
(recipient ▲ )
THSB
(recipient ▲ )
Companies in
TRB Group
transacting in each
transaction
PTTJ
(buyer)
FMB and EYE
(both buyers)
Tech(V) @ , Tech(T),
Texmat, Texmat(T),
TSPL, TFSB, TXPM,
TXPB, TXPJ, TXPO,
TXPT, TXPP, TXPKL,
TXPV, TXP(Wuxi),
TMSB, FMB, Sushi,
EYE, SMT and Eye(V)
(all recipients ◊ )
Sushi, Texmat, EYE,
NMM and TRB
(all providers ▲ )
Texmat
(provider ▲ )
TRB and FMB
(both providers ▲ )
8
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
THSB and Texcorp
Masahiro Shimonaka, Toshiaki Oshimo, FML,
Yatsumitsu Yamada, Mitsuo Matsumura and ECP
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
9,294
6,179
8,289
760
214
828

Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(xi) Rental Expense being
rental of ☼ hostel
(xii) Rental Expense being
rental of # factory premises ±
(xiii) Rental Income being the
letting of the *office ω
(xiv)
Provision of Services for
IT facilities
(xv) Provision of
Services for insurance
(xvi) Provision of Services for
***office and ***factory
security
Class(es) of Related
Party
FMB
(recipient ▲ )
FMB
(recipient ▲ )
Texcorp
(provider ▲ )
Texcorp
(provider ◊ )
TRM
(provider ◊ )
GSS
(provider ◊ )
Companies in
TRB Group
transacting in each
transaction
SMT
(provider ▲ )
TMSB
(provider ▲ )
TRB
(recipient ▲ )
TRB, Texmat, TFSB,
TXPKL, FMB, Sushi,
EYE, TMSB and TXPB
(all recipients ◊ )
TRB, Texmat,
Texmat(T), TMSB,
TFSB, ASK, TXPB,
TXPM, TXPJ, TXPT,
TXPKL, TXPP, TXPV,
TXPO, FMB, Tech(T),
Ting Tai, BPC, Sushi,
EYE, Eye(V), NMM
and PTTJ
(all recipients ◊ )
Texmat, TXPB,
TXPM, TXPJ, TXPP,
TXPKL, FMB, EYE,
TMSB, SMT
(all recipients ◊ )
9
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Abu Bakar Bin Abdul Hamid, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
24
396
1,548
157
3,686
1,381

Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(xvii) Royalty chargeable for
intellectual property rights
to produce the licensed
products and for technical
knowledge, ‘know-how’,
information, guidance and
assistance in relation to the
business activities
(xviii) Royalty payable for
intellectual property rights
to produce the licensed
products and for technical
knowledge, ‘know-how’,
information, guidance and
assistance in relation to the
business activities
(xix) Forwarding, delivery and
handling services provided
Class(es) of Related
Party
PTTL
(provider ▲ )
FML and ECP
(both recipients ▲ )
FMB and BPC
(both recipients ◊ )
(xx) Data transfer charges ECP
(recipient ▲ )
Companies in
TRB Group
transacting in each
transaction
FMB
(recipient ▲ )
FMB and EYE
(both providers ▲ )
TFSB
(provider ◊ )
EYE
(provider ▲ )
10
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Chan Kar Ming, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Toshiaki Oshimo, Masahiro Shimonaka, FML,
Yatsumitsu Yamada, Mitsuo Matsumura and ECP
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
Mitsuo Matsumura, Yatsumitsu Yamada and ECP 33
570
304
Total 110,292
52

(B) The details of new Recurrent Related Party Transactions which will be covered under the Proposed New Shareholders’ Mandate (of which the estimated value of
transactions may vary and are subject to changes) are as follows:-
Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(i) Rental Expense being
rental of *warehouse ≈
(ii) Provision of Services for
insurance
(iii) Sale of Machineries and
Equipment
(iv) Storage Charges of Cold
Room %
(v) Administrative Expense
incurred for administrative
services relating to sale
support
Class(es) of Related
Party
Texcorp
(recipient ▲ )
TRM
(provider ◊ )
FMB and Tech(T)
(both recipients ▲ )
Seapack
(recipient ▲ )
FMB
(recipient ▲ )
Companies in
TRB Group
transacting in each
transaction
Sushi
(provider ▲ )
PTTI, Tech(V) @ ,
TMVL, NMHK and
Acumen
(all recipients ◊ )
PTTJ, Tech(V) @ and
Acumen
(all providers ▲ )
SMT
(provider ▲ )
PTTJ and Tech(V) @
(both providers ▲ )
11
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, Yuma Konishi, Texcorp and
THSB
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Ridzuan Bin
Ismail, Lim Eng Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, THSB and
Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Brian Tan Guan Hooi, Puan Sri Datin Seri
Atsuko Konishi, Mika Konishi, Mari Konishi, Yuma
Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
66
50
10,000
84
1,500

Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(vi) Technical Services in
relation to the utilisation of
food expertise, research
and development facilities
and technical ‘know-how’
(vii) Sale of Household
Insecticides
(viii) Sale of Household
Insecticides
Class(es) of Related
Party
Seapack
(provider ◊ )
FMB
(seller)
FMB and Tech(T)
(both buyers)
(ix) Sale of Raw Materials FMB and Tech(T)
(buyers or sellers)
(x) Management services i.e.
accounting, financial,
human resources, IT,
public affairs, investors
relations, legal and
secretarial services
Texcorp
(provider ◊ )
(xi) Lab Testing Expense FMB
(provider ▲ )
Companies in
TRB Group
transacting in each
transaction
TFSB
(recipients ◊ )
SMT
(buyer)
PTTJ and Tech(V) @
(both sellers)
Tech(V) @
(seller or buyer)
NMM, Acumen,
TMVL, NMHK and
TRB
(all recipients ◊ )
Acumen
(recipient ▲ )
12
Interested
director,
major shareholder and person
connected with them
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, Yuma Konishi, THSB and
Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Lim Eng Chai,
Puan Sri Datin Seri Atsuko Konishi, Mika Konishi,
Mari Konishi, THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Ow Kam Toi, Chan Kar Ming, Puan Sri Datin
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee,
Jeffrey, Wong Kin Chai, Puan Sri Datin Seri Atsuko
Konishi, Mika Konishi, Mari Konishi, Yuma Konishi,
THSB and Texcorp
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan Guan
Hooi, Chan Kar Ming, Ridzuan Bin Ismail, Puan Sri
Datin Seri Atsuko Konishi, Mika Konishi, Mari
Konishi, THSB and Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
600
17
36,470
5,000
1,500
2,000
Total 57,287

Notes:
(C) The details of the provision of financial assistance between TRB Group which will be covered under the Proposed Financial Assistance Mandate (of which the
estimated value of transactions may vary and are subject to changes) are as follows:-
@ TRB has on 3 April 2009 entered into a conditional Share Sale Agreement (“SSA”) with FMB for the acquisition of the entire Charter Capital of Tech(V), representing FMB’s entire
100% equity interest in Tech(V). Upon completion of the SSA, Tech(V) will be a wholly owned subsidiary of TRB.
* Wisma Texchem, Lots 808 & 809, Jalan Subang 5, Taman Perindustrian Subang, 47610 Subang Jaya, Selangor Darul Ehsan.
** Villa Primavera, 51 Jalan Jesselton, 10450 Penang.
*** All the properties belonging to the respective companies in the Group as disclosed in the Particulars of Properties held as at 31 December 2008 section of the Annual Report 2008.
#
Nature of transaction
undertaken by/provided
to TRB and/or its
subsidiaries
(i) Pooling of funds within
TRB Group via a
centralised treasury
management function or
such similar arrangements
which entails the provision
of financial assistance by
TRB and/or its unlisted
subsidiaries on a short or
medium term basis, ie.
daily, monthly or as and
when required which shall
not exceed 3 years
Class(es) of Related Party
FMB, Tech(T) , Tech(V) @ , BPC,
Ting Tai, ASK, and OP
(providers and/or recipients ▲ )
Mukim 1, Kawasan Perusahaan Perai, Daerah Seberang Perai Tengah, Penang.
Companies in
TRB Group
transacting in each
transaction
TRB and its
subsidiaries other
than FMB, Tech(T),
Tech(V) @ , BPC,
Ting Tai, ASK and
OP
(recipients and/or
providers ▲ )
13
Interested
director,
major shareholder and
person
connected with them
Tan Sri Dato’ Seri Fumihiko
Konishi, Brian Tan Guan
Hooi, Ng Bak Kuang, Ng Bak
Hwa, Goh Chin Meng, Chan
Kar Ming, Ow Kam Toi,
Ridzuan Bin Ismail, Lim Eng
Chai, Sutasna Suwantewatoop
(Ng Yong Lee), Puan Sri
Datin Seri Atsuko Konishi,
Mika Konishi, Mari Konishi,
Yuma Konishi, THSB and
Texcorp
The Estimated Value of transactions
during the validity period of the
Proposed Mandate
(RM’000)
30,000

☼ SMT rents from FMB hostels bearing the addresses Unit Nos. C2-1, C3-1, C3-2, C3-3 and C3-4, Lorong Binjai, Taman Belimbing, 14000 Bukit Mertajam, Penang with a total area of
380 sq. metre at a total of RM1,750 per month from 1 December 2008 to 30 November 2010 for unit C2-1 and from 1 November 2007 to 31 October 2009 for units C3-1, C3-2, C3-3
and C3-4 .
▲ Classified as provider and recipient in terms of payment provided and payment received.
◊ Classified as provider and recipient in terms of provider of services and recipient of services.
± Texmat rents from Texcorp an office area of 7,694.99 sq. ft. at RM24,777.87 per month from 1 January 2008 to 31 December 2009; EYE rents from Texcorp an office area of 336 sq. ft.
at RM1,081.92 per month from 1 January 2008 to 31 December 2009; Sushi rents from Texcorp an office area of 7,476.04 sq. ft. at RM24,072.85 per month from 1 January 2008 to 31
December 2009; TRB rents from Texcorp an office area of 282.52 sq. ft. at RM1,213.86 per month on a monthly basis. NMM rents from Texcorp an office area of 4,922 sq. ft. at
RM7,875.20 per month from 1 May 2009 to 30 April 2010. TMSB rents from FMB a factory premises area of 14,531 sq. ft. at RM25,382 per month from 1 August 2008 to 31 July
2010.
Ω Texmat rents from Texcorp a warehouse area of 13,455 sq. ft. at RM16,146 per month from 1 January 2008 to 31 December 2009 .
♠ THSB rents out the facilities at the following rates: TRB at RM54,000 per month and FMB at RM15,000 per month.
ω Texcorp rents the entire facilities from TRB at RM117,206.25 per month from 12 July 2007 to 11 July 2010.
≈ Sushi rents from Texcorp a Cold Room of 4,136 sq. ft. at RM4,963.20 per month from 1 August 2008 to 31 December 2009.
%
The property that holds the said Cold Room by Seapack is situated at Plot 575, Perai Free Industrial Zone 1, 13600 Perai, Penang, Malaysia.
14

Basis of estimates
The estimated value and/or payments made or received in respect of each transaction
referred to above in relation to the Proposed Renewal of Shareholders’ Mandate and
Proposed New Shareholders’ Mandate are on a per annum basis based on prevailing prices
or costs which are reasonably market-competitive prices and are derived from the sums
incurred or received during the year, based on the normal level of transactions entered into
by the Group. As for the Proposed Financial Assistance Mandate, the estimated amount of
financial assistance are on a per annum basis based on the expected level of transactions to
be entered into by the Group. The estimated amounts are further based on the assumptions
that current levels of operations will continue and there are no significant changes in other
conditions in the industries and countries that the Group operates in.
Transactions such as provision of services for IT facilities and forwarding charges
chargeable are on a cost recovery basis, being recovery of part of the costs for sharing or
provision of some services or on a negotiated basis where both parties would contract on
terms which are mutually acceptable and beneficial.
2.5 Rationale for and the benefit to the Group for transacting with Mandated Related
Parties and mandated parties
(i) Rationale For The Proposed Mandate
The obtaining of the Proposed Mandate would eliminate the need to convene
separate general meetings from time to time to seek Shareholders’ approval as
and when such Recurrent Related Party Transactions with a Mandated
Related Party and the recurrent transactions with a mandated party arise,
thereby reducing substantially administrative time and expenses in convening
such meetings, without compromising the corporate objectives and enhance
ability to pursue more business opportunities for the Group.
The Proposed Mandate is intended to facilitate transactions in the normal course
of business of the Group which are transacted from time to time with the
Mandated Related Parties and/or mandated parties, provided that they are carried
out at arm’s length and on the Group’s normal commercial terms and are not
prejudicial to Shareholders and not more favourable to the related parties than
those generally available to the public and are not to the detriment of minority
shareholders.
Disclosure will be made in the annual report of the Company of the breakdown of
the aggregate value of Recurrent Related Party Transactions and recurrent
transactions conducted pursuant to the Proposed Mandate during the current
financial year, and in the annual reports for the subsequent financial years during
which a Shareholder’s mandate is in force where :-
(A) the consideration, value of the assets, capital outlay or costs of the
aggregated transaction is equal to or exceeds RM1 million; or
(B) any one of the percentage ratios of such aggregated transactions is
equal to or exceeds 1%;
whichever is the higher based on the following information:-
(a) the type of the Recurrent Related Party Transactions and recurrent
transactions made; and
(b) the names of the related parties involved in each type of the Recurrent
Related Party Transactions and recurrent transactions made and their
relationship with the listed issuer.
15

(ii) Benefits For The Proposed Mandate
The details of benefits to be derived from the transactions are as follows:
(a) The sales and purchase of industrial chemicals, textile auxiliaries and
dyestuffs, industrial packaging, household insecticides, processed marine
products and raw materials reflects the synergy of the Group as a
manufacturer and trading house. In some instances the related parties also
act as a marketing and distribution arm for the Group’s products. These
transactions are consistent with the Group’s corporate objectives of brandbuilding,
expanding the customer base for its products, consolidating its
market position and to provide business security.
(b) The management fee is for the procurement of management services. There
are costs savings and Group synergy in pooling and sharing of the Texchem
Group’s professional management resources and the availability of
professional specialist services on a shared basis.
(c) The rental is for the renting of office, hostel, factory premises, warehouses,
and facility usage. One of the premises rented serves as the regional head
office and warehousing centre of the TRB Group. The centralised location
of companies allows for better coordination and communication between the
companies. The warehousing centre facilitates prompt and better delivery
services. The rental of hostel and factory premise is for hostel and factory
building belonging to FMB and as the premises are readily available, the
Group can utilise the premises for its workers and production purposes to
optimise the utilisation of the Group’s resources. The rental expense of
public relations facility usage is the charge for the corporate use of Villa
Primavera for Group corporate events, public relations and business
development.
Such functions serve to foster closer relationship and rapport with investors,
bankers, business associates, government and statutory bodies, customers
and employees and also enhance the Group’s corporate image.
(d) The rental income is from the letting of the Group’s property and the subletting
of rented property. The letting of the property generates income for
the Group and higher utilisation of its assets.
(e) Provision of services is for the procurement of IT usage, insurance and
security services. This also includes income from the provision of
forwarding services. The centralised provision of IT mainframe hardware
and software services allows for a centralised sharing and sourcing of the
latest IT technology, standardisation of information processing system to
provide seamless information flow within the Group and costs savings.
Insurance coverage is taken up through an authorised insurance agent and
risk manager which can source for more competitive rates and
comprehensive cover and provides risk management consultation and
advisory services. Better security and protection of the Group properties,
assets and premises are ensured with the in-house security. Disruptions to
the Group’s businesses and operations are also minimised.
The forwarding and handling services is ancillary to the business of the
Group and services provided enables the Group to generate additional
revenue and to optimise the utilisation of its resources and personnel.
(f) The royalty payable is for the usage of intellectual property rights to
produce the licensed products and transmission of technical knowledge,
‘know-how’, information, guidance and assistance in relation to the business
activities.
16

(g) The data transfer charges which are incurred by the Group for the artwork
design data provided by ECP in relation to the design and manufacturing of
flexo photopolymer printing plates is beneficial to the Group as there are
costs savings in the sharing of the said data.
(h) Royalty chargeable is to be paid by a related party to the Group for the
usage of the Group’s identifiable know-how, experience, data and all other
technical information relating to the products to be manufactured.
(i) Laboratory testing expense is to be paid for the laboratory tests and
analytical services on the results of the same provided to a related party to
optimise the utilisation of resources and personnel by the Group.
(j) Technical Services is the utilisation of food expertise, research and
development facilities and technical ‘know-how’ provided by a related
party.
(k) Sale of Machineries and Equipment by related parties is to optimise the
utilisation of the resources within the Group.
(l) Administrative Services is relating to the sales support provided by a
related party to overseas subsidiaries.
(m) The Proposed Financial Assistance Mandate which would facilitate the
pooling of funds within the Group, via a centralised treasury management
function or such similar arrangements will allow better utilisation of
financial resources within the Group. This will enable possible overall cash
flow savings on interest expense to the Group.
2.6 Review methods or procedures for the Proposed Mandate
The Group had established the following procedures for the Proposed Mandate to ensure
compliance with the Listing Requirements:
(a) A list of mandated parties is circulated within the Group and will be updated as
and when there are changes.
(b) All parties have been and/or will be kept notified that all Recurrent Related Party
Transactions and recurrent transactions are required to be undertaken at arm’s
length and on normal commercial terms which are not more favourable to the
mandated parties than those generally available to the public and are not
detrimental to the minority shareholders and recurrent transactions are to be fair
and reasonable to TRB and is not to the detriment of TRB and its shareholders.
(c) The transaction prices, terms and conditions which are market driven are to be
determined at arm’s length on a customer/supplier relationship basis at mutually
agreed rates after due consideration of benefits to be derived from the transaction,
under similar commercial terms for transactions with unrelated third parties,
which depend on demand and supply, quality, level of service and other related
factors.
(d) The terms and conditions for the financial assistance pursuant to the Proposed
Financial Assistance Mandate which are market driven are to be determined at
arm’s length basis after due consideration of benefits to be derived from the said
financial assistance upon similar terms and conditions that may be enjoyed from
any commercial financial institution.
17

(e) All Recurrent Related Party Transactions and recurrent transactions will be
reviewed by the President/Managing Director/Chief Executive Officer/Chief
Operating Officer of the respective companies and/or one senior management as
delegated. Senior management may consist of deputy managing director, general
manager or accountant.
(f) Records will be maintained by the respective companies to capture all Recurrent
Related Party Transactions and recurrent transactions which are entered pursuant
to the Shareholders’ mandate.
(g) The annual internal audit plan shall incorporate a review of all Recurrent Related
Party Transactions and recurrent transactions entered into pursuant to the
Shareholders’ mandate to ensure that relevant approvals are obtained and the
procedures in respect of such transactions are adhered to.
(h) The Board shall have overall responsibility for the determination of the review
procedures with authority to sub-delegate to individuals or committees
within the Group as they deem appropriate.
(i) If a member of the Board has an interest in the transaction to be reviewed by the
Board, as the case may be, he will abstain from any decision making by the Board
in respect of the said transaction.
(j) The Audit Committee shall review the internal audit reports to ascertain that the
guidelines and procedures to monitor Recurrent Related Party Transactions and
recurrent transactions have been complied with.
(k) Some transactions may be on a cost recovery basis, being recovery of part of the
costs for sharing or provision of some services or on a negotiated basis where
both parties would contract on terms which are mutually acceptable and
beneficial.
2.7 Audit Committee’s Statement
Your Audit Committee has seen and reviewed the procedures for Recurrent Related Party
Transactions and recurrent transactions (as set out in Section 2.6 above) and is of the view
that the abovementioned procedures are sufficient to ensure that:
(i) the Recurrent Related Party Transactions and recurrent transactions will be
carried out at arm’s length basis and on normal commercial terms which are not
more favourable to the related parties than those generally available to the public
and are not to the detriment of minority shareholders; and
(ii) the recurrent transactions will be fair and reasonable to TRB and is not to the
detriment of TRB and its shareholders.
2.8 Validity Period
The Proposed Mandate, if approved at the forthcoming AGM, will continue to be in force
until:-
(i) the conclusion of the next AGM of TRB following the forthcoming AGM at
which the Proposed Mandate is approved, at which time it will lapse, unless by a
resolution passed at the next AGM, the authority is renewed;
(ii) the expiration of the period within which the next AGM after the forthcoming
AGM is required to be held pursuant to Section 143(1) of the Act (but shall not
extend to such extension as may be allowed pursuant to Section 143(2) of the
Act); or
18

(iii) revoked or varied by resolution passed by the Shareholders in general meeting,
whichever is the earlier.
Thereafter, approval from Shareholders for a renewal of the mandate in relation to the
Proposed Mandate will be sought at each subsequent AGM of the Company.
3. EFFECTS OF THE PROPOSED MANDATE
The Proposed Mandate will not have any effect on the issued and paid-up share capital and
the substantial shareholders’ shareholding in TRB and is not expected to have any material
effect on the gearing, net assets per share and earning per share of TRB Group for the
financial year ending 31 December 2009.
4. CONDITIONS OF THE PROPOSED MANDATE
The Proposed Mandate requires the approval of the shareholders of TRB at the
forthcoming AGM.
5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
Save as disclosed below, as at 21 April 2009, none of the other Directors and/or Major
Shareholders of TRB and/or persons connected with them, has any interest, directly and/or
indirectly, in the Proposed Mandate:
Interested Directors
Tan Sri Dato’ Seri Fumihiko
Konishi
No. of ordinary shares of RM1.00 each held in TRB
19
Direct % Indirect %
6,932,018
5.59 69,594,385 (a) 56.08 (a)
Lee Siew Khee, Jeffrey - - - -
Wong Kin Chai - - - -
Yap Kee Keong 8,250 - (b)
Brian Tan Guan Hooi 6,039 - (b)
Interested Major Shareholders
- -
- -
No. of ordinary shares of RM1.00 each held in TRB
Direct % Indirect %
Texcorp 25,556,809 20.59 - -
THSB 38,940,054
Tan Sri Dato’ Seri Fumihiko
Konishi
31.38 25,556,809 (c) 20.59 (c)
6,932,018 5.59 69,594,385 (a) 56.08 (a)

Notes:
(a)
Persons Connected with Tan Sri
Dato’ Seri Fumihiko Konishi, the
Interested Major Shareholder
Deemed interest by virtue of Tan Sri Dato’ Seri Fumihiko Konishi’s direct and/or indirect
interest in THSB and Texcorp and also via persons connected with him, ie. his wife, Puan Sri
Datin Seri Atsuko Konishi and his daughters, Ms Mika Konishi and Ms Mari Konishi,
pursuant to Sections 6A and/or 122A of the Act.
(b) Negligible.
(c) Deemed interest by virtue of THSB’s interest in Texcorp pursuant to Section 6A of the Act.
The following are the interest of the interested directors as a result of being a director of
TRB’s subsidiaries and/or holding shares in TRB respectively and persons connected with
Toshiaki Oshimo and Mitsuo Matsumura:
Abu Bakar bin Abdul
Hamid
No. of ordinary shares of RM1.00 each held in TRB
20
Direct % Indirect %
- - - -
Akihiko Hijioka - - - -
Ow Kam Toi - - - -
Chan Kar Ming - - - -
Yuma Konishi - - - -
Yasuhiro Nishida 264,000 0.21 - -
Toshiaki Oshimo - - - -
Masahiro Shimonaka - - - -
Yasumitsu Yamada - - - -
Mitsuo Matsumura - - - -
Sutasna Suwantewatoop (Ng
Yong Lee)
No. of ordinary shares of RM1.00 each held in TRB
Direct % Indirect %
Puan Sri Datin Seri Atsuko Konishi 2,234,694 1.80 - -
Mika Konishi 1,431,414
1.15 - -
Mari Konishi 1,431,414 1.15 - -
Yuma Konishi - - - -
- - - -
Ridzuan Bin Ismail - - - -
Ng Bak Hwa - - - -
Ng Bak Kuang - - - -
Goh Chin Meng - - - -
Lim Eng Chai 21,066 0.02 - -
FML (a) 436,194 0.35 - -
ECP (b) - - - -

Notes:
(a) Person connected with Toshiaki Oshimo.
(b) Person connected with Mitsuo Matsumura.
Consequently, Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin
Chai, Yap Kee Keong and Brian Tan Guan Hooi (“Interested Directors”) have abstained
and will continue to abstain from Board deliberations and voting on the resolution
pertaining to the Proposed Mandate at the forthcoming AGM of the Company in respect of
their direct and/or indirect shareholding in TRB.
The interested directors, Abu Bakar bin Abdul Hamid, Ow Kam Toi, Chan Kar Ming,
Yuma Konishi, Akihiko Hijioka, Yasuhiro Nishida, Sutasna Suwantewatoop (Ng Yong
Lee), Masahiro Shimonaka, Toshiaki Oshimo, Ridzuan Bin Ismail, Ng Bak Hwa, Ng Bak
Kuang, Goh Chin Meng, Lim Eng Chai, Yasumitsu Yamada and Mitsuo Matsumura
(being interested as a result of being a director of TRB’s subsidiaries and/or holding shares
in TRB), Interested Major Shareholders (THSB, Texcorp and Tan Sri Dato’ Seri Fumihiko
Konishi) and/or persons connected with them (Puan Sri Datin Seri Atsuko Konishi, Mika
Konishi, Mari Konishi, Yuma Konishi, FML and ECP) will abstain from voting in respect
of their direct and/or indirect interests, on the resolution pertaining to the Proposed
Mandate at the forthcoming AGM of the Company.
The above interested directors and Interested Major Shareholders have undertaken that
they shall ensure that persons connected to them will abstain from voting in respect of
their direct and/or indirect shareholding on the resolution approving the Proposed Mandate
at the forthcoming AGM of the Company.
6. DIRECTORS’ RECOMMENDATION
7. AGM
Your Board [save for Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey,
Wong Kin Chai, Yap Kee Keong and Brian Tan Guan Hooi (“Interested Directors”) who
have abstained from the Board deliberation on the Proposed Mandate] having considered
all aspects of the Proposed Mandate, believes that the terms and conditions for these
transactions are fair and reasonable and are in your Company’s best interest.
Accordingly, your Board (save for the Interested Directors) recommends that you vote in
favour of the resolution pertaining to the Proposed Mandate to be tabled at the forthcoming
AGM of the Company.
The AGM of the Company, the notice of which is enclosed in the Annual Report of TRB
for the financial year ended 31 December 2008 (“AR 2008”) accompanying this Circular,
will be held at the Pinang Ballroom, Level 3, Traders Hotel, Magazine Road, 10300
Penang on Thursday, 28 May 2009 at 10.30 a.m. for the purpose of considering and, if
thought fit, passing the ordinary resolution so as to give effect to the Proposed Mandate
under the agenda of Special Business as set out in the AR 2008.
If you are unable to attend and vote in person at the AGM, you will find attached to the
AR 2008, a Form of Proxy, which you are requested to complete and return in accordance
with the instructions printed thereon as soon as possible so as to arrive at the Registered
Office of the Company not less than forty-eight (48) hours before the time set for the
AGM. The lodging of the Proxy Form will not preclude you from attending and voting in
person at the AGM should you subsequently wish to do so.
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8. ADDITIONAL INFORMATION
You are requested to refer to the attached Appendix I contained in this Circular for further
information.
Yours faithfully
For and on behalf of the Board of
TEXCHEM RESOURCES BHD.
DATO’ SERI NAZIR ARIFF BIN MUSHIR ARIFF
Independent Non-Executive Director
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ADDITIONAL INFORMATION
1. DIRECTORS’ RESPONSIBILITY
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APPENDIX I
This Circular has been seen and approved by the Board of Directors of TRB and they collectively
and individually accept full responsibility for the accuracy of the information given in this Circular
and confirm that after making all reasonable enquiries and to the best of their knowledge and belief,
there are no false or misleading statements or information or facts, the omission of which would
make any statement herein misleading or incorrect.
2. MATERIAL CONTRACTS
Save for the following, TRB and its subsidiaries have not entered into any other material contracts
(not being contracts entered into in the ordinary course of business) during the two (2) years
preceding the date of this Circular:
(i) Share Sale Agreement dated 13 June 2007 between TRB and Texchem Corporation Sdn.
Bhd. (“Texcorp”) for the acquisition of 442 shares of USD 5,000 each in PT. Technopia
Jakarta (“PTTJ”) representing approximately 30% of the issued and paid-up share capital
of PTTJ by TRB from Texcorp at cash consideration of RM8,415,470.
(ii) A conditional Share Sale Agreement dated 6 September 2007 between Texchem Materials
Sdn. Bhd (“Texmat”), a subsidiary of TRB, and Mitsui Bussan Frontier Co., Ltd.,
(“Mitsui”) for the acquisition of 100% equity interest in New Material (Malaysia) Sdn.
Bhd. [formerly known as New Material Service Inc.] (“NMM”) for a total cash purchase
consideration of RM3,000,000.
(iii) Share Sale Agreement dated 22 February 2008 between TRB and Texcorp for the
acquisition of 310 shares of USD5,000 each in PTTJ representing approximately 21% of
the issued and paid-up share capital of PTTJ by TRB from Texcorp at a cash consideration
of RM5,903,588.
(iv) Share Sale Agreement dated 27 May 2008 between TRB and Texcorp for the acquisition
of 721 shares of USD5,000 each in PTTJ representing approximately 49% of the issued
and paid-up share capital of PTTJ by TRB from Texcorp at a cash consideration of
RM13,732,537.
(v) A conditional Share Sale Agreement dated 3 April 2009 between Fumakilla Malaysia
Berhad (“FMB”), a 87.29% owned subsidiary of TRB, and TRB for the acquisition of the
entire charter capital of USD4,000,000.00 of Technopia Vietnam Pte. Ltd. (“Tech(V)”),
representing a 100% equity interest in Tech(V) at a total cash purchase consideration of
RM12,121,371.00.
3. MATERIAL LITIGATION, CLAIMS AND ARBITRATION
Neither TRB and/or its subsidiaries are engaged in any material litigation, claims or arbitration
either as plaintiff or defendant, and the Directors of TRB are not aware of any proceedings pending
or threatened against TRB and/or its subsidiaries or of any other facts likely to give rise to any
proceedings which may materially or adversely affect the position or business or title to or
possession of any of the properties of TRB and/or its subsidiaries.

4. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection by the shareholders of TRB at the
registered office of TRB at Level 18, Menara Boustead Penang, 39 Jalan Sultan Ahmad Shah,
10050 Penang during normal office hours between Monday and Friday (except for public holidays)
from the date of this Circular up to and including the date of the AGM:
(i) The Memorandum and Articles of Association of TRB;
(ii) The material contracts referred to in section 2 above;
(iii) Audited consolidated financial statements of TRB for the past two (2) financial years
ended 31 December 2007 and 31 December 2008; and
(iv) Unaudited consolidated financial results of TRB for the quarter ended 31 December 2008.
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