TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia
TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia
TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE<br />
ATTENTION.<br />
IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD<br />
TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER,<br />
SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS<br />
IMMEDIATELY.<br />
<strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad takes no responsibility for the contents of this Circular,<br />
makes no representation as to its accuracy or completeness and expressly disclaims any<br />
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any<br />
part of the contents of this Circular.<br />
<strong>TEXCHEM</strong> <strong>RESOURCES</strong> <strong>BHD</strong>.<br />
(Company No. 16318-K)<br />
(Incorporated in <strong>Malaysia</strong>)<br />
CIRCULAR TO SHAREHOLDERS<br />
In Relation To<br />
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED<br />
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND<br />
RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT<br />
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING<br />
NATURE AND FOR THE PROVISION OF FINANCIAL ASSISTANCE<br />
The Notice convening the Annual General Meeting of the Company to be held at Ballroom 1,<br />
Level 2, G Hotel, 168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30<br />
a.m. together with a Proxy Form are enclosed together with the Annual Report of the<br />
Company for the financial year ended December 31 2007.<br />
The Proxy Form should be completed and returned in accordance with the instructions therein<br />
as soon as possible and should reach the Registered Office of the Company not later than 48<br />
hours before the time set for holding the meeting. The lodging of the Proxy Form will not<br />
preclude you from attending and voting in person at the meeting should you subsequently<br />
wish to do so.<br />
This Circular is dated April 30 2008
DEFINITIONS<br />
Except where the context otherwise requires, the following definitions shall apply throughout this<br />
Circular:<br />
“AGM” Annual General Meeting<br />
“ASK” A.S.K. Andaman Limited<br />
“<strong>Bursa</strong> <strong>Malaysia</strong>” <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad (635998-W)<br />
“BPC” Blood Protection Company (<strong>Malaysia</strong>) Sdn. Bhd. (5291-D)<br />
“the Act” Companies Act, 1965 as amended from time to time and any reenactment<br />
thereof<br />
“Consumer Goods” Consumer goods which include surimi based products, crab flavoured<br />
seafood products and household insecticide products.<br />
“Director or Directors” Director(/s) of TRB and/or its subsidiaries, including any person who is<br />
or was within the preceding 6 months of the date on which the terms of<br />
the transaction were agreed upon, a director of TRB and/or any of its<br />
subsidiaries and/or its holding company or a chief executive officer of<br />
TRB and/or any of its subsidiaries and/or its holding company<br />
“EYE” Eye Graphic Sdn. Bhd. (206673-D)<br />
“Eye(V)” Eye Graphic (Vietnam) Co., Ltd.<br />
“FMB” Fumakilla <strong>Malaysia</strong> Berhad (30855-A)<br />
“ISB” Introplus Sdn. Bhd. [In Member’s Voluntary Liquidation] (352287-X)<br />
“Industrial Products” Industrial products which include chemicals, textile auxiliaries,<br />
polyester film and plastic strip<br />
“IT” Information Technology<br />
“Listing Requirements” <strong>Bursa</strong> <strong>Malaysia</strong> Listing Requirements<br />
“Mandated Related Parties” Blood Protection Company (<strong>Malaysia</strong>) Sdn. Bhd., Eye Corporate<br />
Planning Co., Ltd., Fumakilla Ltd., Fumakilla <strong>Malaysia</strong> Berhad,<br />
Guardman Security Services Sdn. Bhd., Miraku Sdn. Bhd., PT.<br />
Technopia Jakarta, PT. Technopia Lever, Seapack Food Sdn. Bhd.,<br />
Technopia (Thailand) Ltd., Technopia (Vietnam) Pte. Ltd., Texchem<br />
Corporation Sdn. Bhd., Texchem Holdings Sdn. Bhd., Texchem Risk<br />
Management Sdn. Bhd., Ting Tai Industries (<strong>Malaysia</strong>) Sdn. Bhd.<br />
“Major Shareholder” A person who has an interest or interests in one or more voting shares<br />
in a company and the nominal amount of those shares, or the aggregate<br />
of the nominal amounts of those shares is:-<br />
(a) equal to or more than 10% of the aggregate of the nominal amounts<br />
of all the voting shares in the company; or<br />
(b) equal to or more than 5% of the aggregate of the nominal amounts<br />
of all the voting shares in the company where such person is the<br />
largest shareholder of the company,<br />
including any person who is or was within the preceding 6 months of<br />
the date on which the terms of the transaction were agreed upon, a<br />
major shareholder, as defined above, of TRB or any other company<br />
i
“MIRAKU” Miraku Sdn. Bhd. (742662-X)<br />
“Mtexcorp” Myanmar Texcorp Limited<br />
which is its subsidiary or holding company. For the purpose of this<br />
definition, “interest in shares” shall have the meaning given in Section<br />
6A of the Companies Act, 1965<br />
“NMM” New Material (<strong>Malaysia</strong>) Sdn. Bhd. (189744-V)<br />
“OP” Ocean Pioneer Food Sdn. Bhd. (217320-D)<br />
“Proposed Financial Assistance<br />
Mandate”<br />
Proposed renewal of the general mandate for the provision of financial<br />
assistance<br />
“Proposed Mandate” Proposed Renewal, Proposed New Shareholders’ Mandate and<br />
Proposed Financial Assistance Mandate.<br />
“Proposed New Shareholders’<br />
Mandate”<br />
Proposed shareholders’ mandate for new Recurrent Related Party<br />
Transactions of a revenue or trading nature which are necessary for its<br />
day-to-day operations and are in the ordinary course of business of the<br />
Group.<br />
“Proposed Renewal” Proposed renewal of Shareholders’ mandate for Recurrent Related<br />
Party Transactions for the Company and/or its subsidiaries (TRB<br />
Group) in their normal course of business, to enter into the transactions<br />
set out in paragraph 2.4(a) below with persons who are considered to<br />
be “related parties” as defined in Chapter 10 of the Listing<br />
Requirements<br />
“PTTI” PT. Texchem Indonesia<br />
“PTTL” PT. Technopia Lever<br />
“PTTJ” PT. Technopia Jakarta<br />
“Raw Materials” Raw materials used in producing products which include surimi based<br />
products, crab flavoured seafood products, household insecticide<br />
products and printing plates<br />
“Related Party” Director, major shareholder or person connected with such director or<br />
major shareholder<br />
“Related Party Transaction” A transaction entered into by TRB and/or its subsidiaries which<br />
involves the interest, direct or indirect, of a Related Party<br />
“Recurrent Related Party<br />
Transactions”<br />
Recurrent transactions entered into by TRB and/or its subsidiaries<br />
which involves the interest, direct or indirect, of a Related Party<br />
“RM” and “sen” Ringgit <strong>Malaysia</strong> and sen respectively<br />
“SMT” Sea Master Trading Co. Sdn. Bhd. (52094-A)<br />
“SEAPACK ITALIA” Seapack Italia S.r.l.<br />
“Sushi” Sushi Kin Sdn. Bhd. (330201-V)<br />
“Shareholders” Shareholders of TRB<br />
ii
“TCSB” Texchem Consumers Sdn. Bhd. (146745-K)<br />
“Tech(T)” Technopia (Thailand) Ltd. (0105542053812)<br />
“Tech(V)” Technopia Vietnam Pte. Ltd.<br />
“Texcorp” Texchem Corporation Sdn. Bhd. (59641-U)<br />
“Texmat” Texchem Materials Sdn. Bhd. (486955-M)<br />
“Texmat(T)” Texchem Materials (Thailand) Ltd. ((5)956/2543)<br />
“TFSB” Texchem Food Sdn. Bhd. (564990-P)<br />
“THSB” Texchem Holdings Sdn. Bhd. (166649-T)<br />
“Ting Tai” Ting Tai Industries (<strong>Malaysia</strong>) Sdn. Berhad (7423-X)<br />
“TMSB” Texchem <strong>Malaysia</strong> Sdn. Bhd. (15608-V)<br />
“TRB” or “the Company” Texchem Resources Bhd. (16318-K)<br />
“TRB Group” or “the Group” TRB and its subsidiaries<br />
“TSFK” Tan Sri Dato’ Seri Fumihiko Konishi<br />
“TSPL” Texchem Singapore Private Limited (197401175C)<br />
“TTW” Texchem Trading (Wuxi) Co., Ltd.<br />
“TXPB” Texchem-Pack (Bangi) Sdn. Bhd. (formerly known as Sanko Kasei (M)<br />
Sdn. Bhd.) (201932-M)<br />
“TXPHS” Texchem-Pack Holdings (S) Ltd. (200308296H)<br />
“TXPJ” Texchem-Pack (Johor) Sdn. Bhd. (271932-P)<br />
“TXPKL” Texchem-Pack (KL) Sdn. Bhd. (180614-M)<br />
“TXPM” Texchem-Pack (M) Bhd. (44673-D)<br />
“TXPO” Texchem Polymers Sdn. Bhd. (677985-M)<br />
“TXPP” Texchem-Pack (PP) Sdn. Bhd. (53719-T)<br />
“TXPT” Texchem-Pack (Thailand) Co., Ltd. (1228/2540)<br />
“TXPV” Texchem-Pack (Vietnam) Co., Ltd.<br />
“TXP(Wuxi)” Texchem-Pack (Wuxi) Co., Ltd. (005545)<br />
iii
CONTENTS<br />
PROPOSED MANDATE<br />
LETTER TO THE SHAREHOLDERS CONTAINING:- PAGE<br />
1. INTRODUCTION 1<br />
2. DETAILS OF THE PROPOSED MANDATE 2<br />
2.1(A) PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS 2<br />
2.1(B) PRACTICE NOTE 14/2002 OF THE LISTING REQUIREMENTS 2<br />
2.1(C) PARAGRAPH 8.23 OF THE LISTING REQUIREMENTS 3<br />
2.2 PROPOSED MANDATE 4<br />
2.3 CLASSES OF RELATED PARTIES 5<br />
2.4 NATURE OF RECURRENT RELATED PARTY TRANSACTIONS AND<br />
RECURRENT TRANSACTIONS AND ESTIMATED VALUE 7<br />
2.5 RATIONALE FOR AND THE BENEFIT TO THE GROUP FOR<br />
TRANSACTING WITH MANDATED RELATED PARTIES AND MANDATED<br />
PARTIES 15<br />
2.6 REVIEW METHODS OR PROCEDURES FOR THE PROPOSED MANDATE 17<br />
2.7 AUDIT COMMITTEE’S STATEMENT 18<br />
2.8 VALIDITY PERIOD 18<br />
3. EFFECTS OF THE PROPOSED MANDATE 19<br />
4. CONDITIONS OF THE PROPOSED MANDATE 19<br />
5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS 19<br />
6. DIRECTORS’ RECOMMENDATION 21<br />
7. ANNUAL GENERAL MEETING 22<br />
8. ADDITIONAL INFORMATION 22<br />
APPENDIX I 23<br />
iv
Board of Directors<br />
<strong>TEXCHEM</strong> <strong>RESOURCES</strong> <strong>BHD</strong>.<br />
(Company No. 16318-K)<br />
(Incorporated in <strong>Malaysia</strong>)<br />
1<br />
Registered Office:-<br />
Level 18, Menara Boustead Penang<br />
39, Jalan Sultan Ahmad Shah<br />
10050 Penang<br />
30 April 2008<br />
Tan Sri Dato’ Seri Fumihiko Konishi (Chairman and Chief Executive Officer)<br />
Lee Siew Khee, Jeffrey (President and Chief Operating Officer)<br />
Wong Kin Chai (Executive Director)<br />
Yap Kee Keong (Executive Director)<br />
Brian Tan Guan Hooi (Executive Director)<br />
Dato’ Nazir Ariff Bin Mushir Ariff (Independent Non-Executive Director)<br />
Danny Goon Siew Cheang (Independent Non-Executive Director)<br />
Yong Yoon Fook (Independent Non-Executive Director)<br />
To: The Shareholders of Texchem Resources Bhd.<br />
Dear Sir/Madam<br />
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY<br />
TRANSACTIONS OF A REVENUE OR TRADING NATURE AND RENEWAL OF<br />
SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS<br />
OF A REVENUE OR TRADING NATURE AND FOR THE PROVISION OF FINANCIAL<br />
ASSISTANCE (HEREINAFTER REFERRED TO AS “PROPOSED MANDATE”)<br />
1. INTRODUCTION<br />
1.1 At the Company’s AGM held on 24 May 2007, your Board obtained Shareholders’<br />
mandate to enter into Recurrent Related Party Transactions of a revenue or trading<br />
nature in connection with paragraph 10.09, Part E of Chapter 10 of the Listing<br />
Requirements and Practice Note 12/2001.<br />
The aforesaid authorisation for the Shareholders’ mandate for the Recurrent Related<br />
Party Transactions shall, in accordance with the Listing Requirements, lapse at the<br />
conclusion of the forthcoming AGM, unless by a resolution passed at the<br />
forthcoming AGM, the authority is renewed.<br />
Consequently, on 17 April 2008, the Board of Directors of TRB announced that the<br />
Company had proposed to seek a renewal of Shareholders’ mandate of the existing<br />
Recurrent Related Party Transactions and approval for the new Recurrent Related<br />
Party Transactions for the TRB Group.<br />
In addition, on the same date, the Board of Directors of TRB also announced that the<br />
Company will seek approval from the Shareholders on the proposed general mandate<br />
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<br />
Notes 12/2001 and 14/2002.<br />
1.2 The purpose of this Circular is to provide Shareholders with details of the Proposed<br />
Renewal, Proposed New Shareholders’ Mandate and Proposed Financial Assistance<br />
Mandate and to seek the Shareholders’ approval for the ordinary resolutions to be<br />
tabled at the forthcoming AGM to be convened at the Ballroom 1, Level 2, G Hotel,<br />
168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30 a.m.<br />
2. DETAILS OF THE PROPOSED MANDATE<br />
2.1(A) Paragraph 10.09 of the Listing Requirements<br />
Under paragraph 10.09 of the Listing Requirements read with paragraph 2.1 of<br />
Practice Note 12/2001, where there are related party transactions of a revenue or<br />
trading nature which are necessary for its day-to-day operations such as supplies of<br />
materials within a group of companies, the listed issuer may seek a shareholders’<br />
mandate in respect of such transactions subject to the following:-<br />
(a) The transactions are in the ordinary course of business and are on terms not<br />
more favourable to the related party than those generally available to the<br />
public;<br />
(b) The shareholders’ mandate is subject to annual renewal and disclosure is<br />
made in the annual report of the aggregate value of transactions conducted<br />
pursuant to the shareholders’ mandate during the financial year where:-<br />
(i) the consideration, value of assets, capital outlay or costs of the<br />
aggregated transactions is equal to or exceeds RM1 million; or<br />
(ii) any one of the percentage ratios of such aggregated transactions is<br />
equal to or exceeds 1%;<br />
whichever is the<br />
(aa) higher, in relation to a listed issuer with an issued and paid-up capital<br />
of RM60 million and above; or<br />
(bb) lower, in relation to a listed issuer with an issued and paid-up capital<br />
which is less than RM60 million;<br />
(c) Issuing of Circular to shareholders by the listed issuer; and<br />
(d) In a meeting to obtain shareholders’ mandate, the interested directors,<br />
interested major shareholders or interested persons connected with a<br />
director or major shareholder and where it involves the interest of an<br />
interested person connected with a director or major shareholder, such<br />
director or major shareholder, must not vote on the resolution approving the<br />
transactions. An interested director or interested major shareholder must<br />
ensure that persons connected with him abstain from voting on the<br />
resolution approving the transactions.<br />
2.1(B) Practice Note 14/2002 of the Listing Requirements<br />
Paragraph 5.0 of Practice Note 14/2002 which took effect on 1 January 2003,<br />
stipulates inter alia that notwithstanding paragraph 4.2(d) of Practice Note 12/2001<br />
(“PN12”) and subject to paragraph 10.09 of the Listing Requirements and other<br />
2
provisions of PN12, the Company may seek a general mandate in respect of the<br />
following recurrent transactions:<br />
(a) the pooling of funds within the listed issuer’s group of companies via a<br />
centralised treasury management function or such similar arrangements<br />
which entails the provision of financial assistance by the listed issuer and/or<br />
its unlisted subsidiaries on a short or medium term basis provided that :-<br />
(i) the listed issuer in seeking such a mandate in accordance with<br />
paragraphs 8.23 and 10.09 of the Listing Requirements, must<br />
include in its Circular, in addition to such other information as<br />
prescribed under the Listing Requirements, the estimated amounts<br />
or value of financial assistance (hereinafter referred to as “the<br />
Estimate”); and<br />
(ii) if the actual amount of financial assistance provided or rendered<br />
exceeds the Estimate, the listed issuer must make an immediate<br />
announcement of the same. If the percentage ratio of the amount of<br />
financial assistance provided or rendered in excess of the Estimate<br />
is 5% or more, the listed issuer must comply with paragraph 10.08<br />
of the Listing Requirements.<br />
For the purposes of this paragraph:-<br />
(aa) “short or medium term basis” shall mean for a duration not<br />
exceeding 3 years; and<br />
(bb) “group of companies” shall mean the subsidiaries, associated<br />
companies of the listed issuer and the listed issuer’s immediate<br />
holding company which is listed.<br />
2.1(C) Paragraph 8.23 of the Listing Requirements<br />
Paragraph 8.23 of the Listing Requirements states that where a listed issuer or its<br />
subsidiaries provide financial assistance to or in favour of the following:-<br />
(i) directors or employees of the listed issuer or its subsidiaries;<br />
(ii) persons:-<br />
(aa) to whom the provision of financial assistance is necessary to facilitate;<br />
or<br />
(bb) pursuant to;<br />
the ordinary course of business of the listed issuer or its subsidiaries such as<br />
the provision of advances to its sub-contractors or advances made to clients<br />
in the ordinary course of its moneylending business; or<br />
(iii) the subsidiaries or associated companies of the listed issuer, the listed issuer<br />
(in the case of the subsidiaries providing the financial assistance) or its<br />
immediate holding company which is listed;<br />
the board of directors of the listed issuer must ensure<br />
(a) that the provision of financial assistance referred to above is fair and<br />
reasonable to the listed issuer and is not to the detriment of the listed issuer<br />
and its shareholders; and<br />
(b) where a listed issuer and/or its subsidiaries lends or advances money in the<br />
ordinary course of its business as a moneylender (hereinafter referred to as<br />
3
2.2 Proposed Mandate<br />
“moneylending company” and “moneylending operations”), that the board<br />
of directors of the listed issuer oversees the moneylending operations and<br />
the management of credit risk of the moneylending company including<br />
ensuring that adequate policies and procedures are put in place which must<br />
be reviewed regularly to enable:-<br />
(aa) maintenance sound credit-granting standards;<br />
(bb) maintenance of a clear and defined credit approval process including<br />
a list of the approving party(ies), which must include the board of<br />
directors of the listed issuer, for different quantum of financial<br />
assistance granted by the moneylending company;<br />
(cc) monitoring and control of credit risk; and<br />
(dd) timely identification and administration of problem credits.<br />
TRB Group engages in a wide range of activities and is broadly categorised under<br />
the following sectors:-<br />
(a) Investment holding;<br />
(b) Manufacturing<br />
- packaging<br />
- household insecticides;<br />
(c) Trading<br />
- industrial; and<br />
(d) Food<br />
The principal activities of TRB Group are investment holding, trading in dyestuffs,<br />
textile auxiliaries and chemicals used in the electronics, plastics and other<br />
manufacturing industries, acting as agent in foreign and local electronic component<br />
parts and general merchandising, renting of properties, manufacture and sale of<br />
household insecticides, operating a chain of retail sushi outlets, manufacture of<br />
plastic engineering precision parts, trading, designing and manufacturing of flexo<br />
photopolymer printing plates, manufacture and sale of thermoformed packaging<br />
products and parts, extruded plastic sheets and precision injection moulded<br />
trays/parts, manufacture and sale of expanded polystyrene products, heavy-duty<br />
triple wall corrugated carton products, manufacture and sale of shipping rails,<br />
profiles and embossed carrier tapes, provision of packaging product design services,<br />
agency, technical, management consulting and advisory services, manufacture and<br />
marketing of marine products, surimi, fishmeal, seafood sticks and aqua cultural<br />
products, manufacture of textile auxiliaries, chemicals and finishing resins, research<br />
and development, providing consultation and manufacturing of all kinds of polymer<br />
materials.<br />
Due to the diversity of TRB Group, it is anticipated that TRB Group would, in the<br />
normal course of business, enter into transactions with the classes of Mandated<br />
Related Parties and mandated parties set out in paragraph 2.4 below. It is likely that<br />
such transactions will occur with some degree of frequency and could arise at any<br />
time.<br />
The Directors of TRB are now seeking approval from Shareholders for the Proposed<br />
Renewal, Proposed New Shareholders’ Mandate and Proposed Financial Assistance<br />
Mandate for the period from 22 May 2008 (being the date of the forthcoming AGM)<br />
to 22 May 2009 (being the tentative date of the next AGM) which will allow the<br />
TRB Group, in their normal course of business, to enter into<br />
(i) the categories of Related Party Transactions referred to in paragraph 2.4<br />
below with the classes of Mandated Related Parties set out in paragraph 2.3<br />
below provided such transactions, if any, are made at arm’s length, on the<br />
4
TRB Group’s normal commercial terms and on terms not more favourable<br />
to the related parties than those generally available to the public and are not<br />
to the detriment of minority shareholders; and<br />
(ii) recurrent transactions for the provision of financial assistance with<br />
mandated parties as set out in paragraph 2.4 below provided such<br />
transactions are fair and reasonable to the listed issuer and is not to the<br />
detriment of TRB and TRB’s shareholders.<br />
2.3 Classes of Related Parties<br />
The Proposed Mandate will apply to the following classes of Related Parties:-<br />
No. Mandated<br />
Related Party<br />
(i) Blood Protection<br />
Company<br />
(<strong>Malaysia</strong>) Sdn.<br />
Bhd. [“BPC”]<br />
(ii) Eye Corporate<br />
Planning Co., Ltd.<br />
[“ECP”]<br />
(iii) Fumakilla Ltd.<br />
[“FML”]<br />
(iv) Fumakilla <strong>Malaysia</strong><br />
Berhad [“FMB”]<br />
(v) Guardman Security<br />
Services Sdn. Bhd.<br />
[“GSS”]<br />
(vi) Miraku Sdn. Bhd.<br />
[“MIRAKU”]<br />
(vii) PT. Technopia<br />
Jakarta [“PTTJ”]<br />
Place of<br />
Incorporation<br />
<strong>Malaysia</strong> Trading of<br />
household<br />
insecticides and<br />
renting of<br />
machinery<br />
5<br />
Principal Activity Relationship with TRB<br />
Japan Manufacturer of<br />
liquid flexo<br />
photopolymer<br />
printing plates and<br />
artwork design.<br />
Trader of galley<br />
proof paper and<br />
double sided tape<br />
Japan Manufacturer and<br />
marketer of<br />
household<br />
insecticides,<br />
toiletries and<br />
gardening products<br />
<strong>Malaysia</strong> Manufacture and<br />
sale of household<br />
insecticides and<br />
investment holding<br />
<strong>Malaysia</strong><br />
Provision of internal<br />
security guard<br />
services<br />
<strong>Malaysia</strong> Operation of<br />
restaurant<br />
Indonesia Manufacturer of<br />
mosquito coils and<br />
other household<br />
insecticides<br />
A wholly owned<br />
subsidiary of Ting Tai<br />
which in turn is a wholly<br />
owned subsidiary of<br />
FMB which is a 87.27%<br />
subsidiary of TRB<br />
A 3.36% shareholder of<br />
TXPHS, a 70.48%<br />
subsidiary of TRB<br />
Major shareholder of<br />
FMB, a 87.27%<br />
subsidiary of TRB<br />
A 87.27% subsidiary of<br />
TRB<br />
A wholly owned<br />
subsidiary of Texcorp, a<br />
major shareholder of<br />
TRB with shareholding<br />
of 20.55%.<br />
A wholly owned<br />
subsidiary of Texcorp, a<br />
major shareholder of<br />
TRB with shareholding<br />
of 20.55%.<br />
A 51% subsidiary of<br />
TRB with the balance<br />
49% owned by Texcorp,<br />
a major shareholder of<br />
TRB with shareholding<br />
of 20.55%
No. Mandated<br />
Related Party<br />
(viii) PT. Technopia<br />
Lever [“PTTL”]<br />
(ix) Seapack Food Sdn.<br />
Bhd. [“Seapack”]<br />
(x) Technopia<br />
(Thailand) Ltd.<br />
[“Tech(T)”]<br />
(xi) Technopia<br />
(Vietnam) Pte Ltd<br />
[“Tech(V)”]<br />
(xii) Texchem<br />
Corporation Sdn.<br />
Bhd. [“Texcorp”]<br />
(xiii) Texchem Holdings<br />
Sdn. Bhd.<br />
[“THSB”]<br />
(xiv) Texchem Risk<br />
Management Sdn.<br />
Bhd. [“TRM”]<br />
(xv) Ting Tai Industries<br />
(<strong>Malaysia</strong>) Sdn.<br />
Bhd. [“Ting Tai”]<br />
Place of<br />
Incorporation<br />
Indonesia Distribution, import<br />
and export trading<br />
<strong>Malaysia</strong> Manufacturer and<br />
sale of processed<br />
surimi and crab<br />
flavoured seafood<br />
products<br />
Thailand Manufacture and<br />
sale of household<br />
insecticides<br />
Vietnam Manufacture and<br />
sale of household<br />
insecticides<br />
<strong>Malaysia</strong> Provision of<br />
management<br />
services and<br />
investment holding<br />
6<br />
Principal Activity Relationship with TRB<br />
A 49% subsidiary of<br />
Technopia Singapore Pte.<br />
Ltd., a wholly owned<br />
subsidiary of Texcorp, a<br />
major shareholder of<br />
TRB with shareholding<br />
of 20.55%<br />
A 94.94% subsidiary of<br />
Texcorp, a major<br />
shareholder of TRB with<br />
shareholding of 20.55%<br />
A 95.9% subsidiary of<br />
FMB which is a 87.27%<br />
subsidiary of TRB<br />
A wholly owned<br />
subsidiary of FMB which<br />
is a 87.27% subsidiary of<br />
TRB<br />
Major shareholder of<br />
TRB with shareholding<br />
of 20.55%.<br />
<strong>Malaysia</strong> Investment holding Major shareholder of<br />
TRB with shareholding<br />
of 31.38%<br />
<strong>Malaysia</strong> Insurance agents<br />
and managers in<br />
relation to insurance<br />
schemes<br />
<strong>Malaysia</strong> Renting of property,<br />
plant and equipment<br />
A wholly owned<br />
subsidiary of Texcorp, a<br />
major shareholder of<br />
TRB with shareholding<br />
of 20.55%<br />
A wholly owned<br />
subsidiary of FMB which<br />
is a 87.27% subsidiary of<br />
TRB<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap<br />
Kee Keong and Brian Tan Guan Hooi are Directors of TRB. Tan Sri Dato’ Seri<br />
Fumihiko Konishi is also the substantial shareholder of TRB. Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi and Yuma Konishi are persons<br />
connected to Tan Sri Dato’ Seri Fumihiko Konishi. Abu Bakar Bin Abdul Hamid,<br />
Jony Raw, Ow Kam Toi, Chin Hai Hong, Yuma Konishi, Lim Eng Chai, Sutasna<br />
Suwantewatoop (Ng Yong Lee), Yasuhiro Nishida, Masahiro Shimonaka, Toshiaki<br />
Oshimo, Zenzo Matsumura and Mitsuo Matsumura, are Directors of TRB Group.<br />
Fumakilla Ltd. is a person connected to Toshiaki Oshimo. They are all deemed<br />
interested in the Proposed Mandate.
2.4 Nature of Recurrent Related Party Transactions and Recurrent Transactions and Estimated Value<br />
The Recurrent Related Party Transactions and recurrent transactions which will be covered by the general mandate are the general transactions by the TRB Group<br />
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<br />
TRB Group.<br />
(a) Existing Recurrent Related Party Transactions of a revenue or trading nature between TRB Group and the Mandated Related Parties and the nature of transactions<br />
are as follows:-<br />
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 24<br />
May 2009 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of Related<br />
Party<br />
Nature of transaction<br />
undertaken<br />
by/provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
5,420<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Ow Kam Toi, Masahiro Shimonaka,<br />
Toshiaki Oshimo, FML, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
FMB<br />
(seller)<br />
FML and PTTJ<br />
(both buyers)<br />
(i) Sale of Consumer<br />
Goods<br />
2,094<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Lim Eng Chai, Sutasna<br />
Suwantewatoop (Ng Yong Lee), Puan Sri Datin<br />
Seri Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
Texmat, TXPM and<br />
Texmat(T)<br />
(all sellers)<br />
FMB, Seapack and<br />
Tech(T)<br />
(all buyers)<br />
(ii) Sale of Industrial<br />
Products<br />
5,775<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Ow Kam Toi, Yasuhiro Nishida,<br />
Zenzo Matsumura, Mitsuo Matsumura, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
FMB, EYE and Sushi<br />
(all sellers)<br />
(iii) Sale of Raw Materials PTTJ, ECP and<br />
MIRAKU<br />
(all buyers)<br />
11,112<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Masahiro Shimonaka, Toshiaki<br />
Oshimo, FML, Zenzo Matsumura, Mitsuo<br />
Matsumura, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
Sushi , FMB and EYE<br />
(all buyers)<br />
Seapack , FML and<br />
ECP<br />
(all sellers)<br />
(iv) Purchase of Raw<br />
Materials<br />
7
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2008 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of Related<br />
Party<br />
Nature of transaction<br />
undertaken<br />
by/provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
5,500<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Chin Hai Hong, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
SEAPACK ITALIA<br />
(buyer)<br />
Seapack<br />
(seller)<br />
(v) Purchase of Consumer<br />
Goods<br />
220<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Chin Hai Hong, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
SEAPACK ITALIA<br />
(recipient ▲ )<br />
Seapack<br />
(provider ▲ )<br />
(vi) Sales commission<br />
receivable<br />
9,946<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
Tech(V), Tech(T),<br />
Texmat, Texmat(T),<br />
TSPL, TFSB, TXPM,<br />
TXPB, TXPJ, TXPO,<br />
TXPT, TXPP, TXPKL,<br />
TXPV, TXP(Wuxi),<br />
TMSB, FMB, BPC,<br />
Sushi, EYE, SMT and<br />
Eye(V)<br />
(all recipients ◊ )<br />
Texcorp<br />
(provider ◊ )<br />
(vii) Management services<br />
i.e. accounting,<br />
financial, human<br />
resources, IT, public<br />
affairs, investors<br />
relations, legal,<br />
corporate secretarial<br />
services and planning<br />
services<br />
660 +<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
Sushi, Texmat and<br />
EYE<br />
(all providers ▲ )<br />
Texcorp<br />
(recipient ▲ )<br />
(viii) Rental Expense being<br />
rental of *office ±<br />
214 §<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
Texmat<br />
(providers ▲ )<br />
Texcorp<br />
(recipient ▲ )<br />
(ix) Rental Expense being<br />
rental of *warehouse Ω<br />
8
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2009 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of Related<br />
Party<br />
Nature of transaction<br />
undertaken<br />
by/provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
816<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
TRB and FMB<br />
(both providers ▲ )<br />
THSB<br />
(recipient ▲ )<br />
(x) Rental Expense being<br />
rental of **public<br />
relation facilities ♠<br />
24 ¤<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
SMT<br />
(provider ▲ )<br />
FMB<br />
(recipient ▲ )<br />
(xi) Rental Expense being<br />
rental of ☼ hostel<br />
336 ϊ<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
TMSB<br />
(provider ▲ )<br />
FMB<br />
(recipient ▲ )<br />
(xii) Rental Expense being<br />
rental of ▪ factory<br />
premises ±<br />
1,548°<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
TRB<br />
(recipient ▲ )<br />
Texcorp<br />
(provider ▲ )<br />
(xiii) Rental Income being<br />
the letting of the<br />
*office ω<br />
200<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Jony Raw, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
TRB, Texmat, TFSB,<br />
TXPJ, TXPP, TXPKL,<br />
FMB, Sushi, EYE,<br />
TMSB and TXPB<br />
(all recipients ◊ )<br />
Texcorp<br />
(provider ◊ )<br />
(xiv) Provision of Services<br />
for IT facilities<br />
3,516<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Abu Bakar Bin Abdul Hamid, Jony<br />
Raw, Puan Sri Datin Seri Atsuko Konishi, Mika<br />
Konishi, Yuma Konishi, Mari Konishi, THSB,<br />
Texcorp and ISB<br />
TRB, Texmat,<br />
Texmat(T), TMSB,<br />
TFSB, ASK, TXPB,<br />
TXPM, TXPJ, TXPT,<br />
TXPKL, TXPP, TXPV,<br />
TXPO, FMB, Tech(T),<br />
Ting Tai, BPC, Sushi,<br />
EYE and Eye(V)<br />
(all recipients ◊ )<br />
TRM<br />
(provider ◊ )<br />
(xv) Provision of<br />
Services for insurance<br />
9
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2008 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of Related<br />
Party<br />
Nature of transaction<br />
undertaken<br />
by/provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
1,319<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
Texmat, TXPB, TXPM,<br />
TXPJ, TXPP, TXPKL,<br />
FMB, EYE, and TMSB<br />
(all recipients ◊ )<br />
GSS<br />
(provider ◊ )<br />
(xvi) Provision of Services<br />
for ***office and<br />
***factory security<br />
519<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Ow Kam Toi, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
FMB<br />
(recipient ▲ )<br />
(xvii) Royalty chargeable PTTL<br />
(provider ▲ )<br />
263<br />
Toshiaki Oshimo, Masahiro Shimonaka, FML,<br />
Zenzo Matsumura and Mitsuo Matsumura<br />
FMB and EYE<br />
(all providers ▲ )<br />
(xviii) Royalty payable FML and ECP<br />
(all recipients ▲ )<br />
126<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
TFSB<br />
(provider ◊ )<br />
Seapack, FMB and<br />
BPC<br />
(all recipients ◊ )<br />
(xix) Forwarding, delivery<br />
and handling services<br />
provided<br />
Zenzo Matsumura and Mitsuo Matsumura 28<br />
EYE<br />
(provider ▲ )<br />
(xx) Data transfer charges ECP<br />
(recipient ▲ )<br />
Total 49,636<br />
10
(b) New Recurrent Related Party Transactions of a revenue or trading nature between TRB Group and the classes of related parties and the nature of transactions are as<br />
follows:<br />
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2009 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of<br />
Related Party<br />
Nature of transaction<br />
undertaken by /<br />
provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
14<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
TFSB<br />
(provider ▲ )<br />
FMB<br />
(recipient ▲ )<br />
(i) Purchase of production<br />
consumables<br />
101 ∂<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, Texcorp, ISB and THSB<br />
NMM and TRB<br />
(both providers ▲ )<br />
Texcorp<br />
(recipient ▲ )<br />
(iii) Rental Expense being<br />
rental of *office ±<br />
243 ©<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Puan Sri<br />
Datin Seri Atsuko Konishi, Mika Konishi, Mari<br />
Konishi, Yuma Konishi, THSB, Texcorp and ISB<br />
Texmat<br />
(recipient ▲ )<br />
FMB<br />
(provider ▲ )<br />
(iv) Rental income being<br />
rental of warehouse ≈<br />
133<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
TMSB, TFSB, Sushi,<br />
TXPM and TXPO<br />
(provider ▲ )<br />
(vi) Lab Testing Expense FMB<br />
(recipient ▲ )<br />
123<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Brian Tan<br />
Guan Hooi, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
THSB, Texcorp and ISB<br />
TXPO and FMB<br />
(recipient ▲ )<br />
(vii) Lab Testing Income FMB and Seapack<br />
(provider ▲ )<br />
106<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Jony Raw,<br />
Puan Sri Datin Seri Atsuko Konishi, Mika Konishi,<br />
Mari Konishi, Yuma Konishi and Texcorp<br />
SMT<br />
(recipient ◊ )<br />
GSS<br />
(provider ◊ )<br />
Provision of Services<br />
for office and factory<br />
security <br />
(viii)<br />
11
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2009 (tentative date of next AGM)<br />
Interested<br />
director,<br />
major shareholder and person<br />
connected<br />
TRB Group companies<br />
transacting in each<br />
transaction<br />
Class(es) of<br />
Related Party<br />
Nature of transaction<br />
undertaken by /<br />
provided to TRB<br />
and/or its subsidiaries<br />
RM’000<br />
308<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Puan Sri Datin Seri Atsuko Konishi,<br />
Mika Konishi, Mari Konishi, Yuma Konishi,<br />
Texcorp, ISB and THSB<br />
NMM and PTTJ<br />
(both recipients ◊ )<br />
TRM<br />
(provider ◊ )<br />
Provision of Services<br />
for insurance<br />
(ix)<br />
79,172<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Brian Tan Guan Hooi, Ow Kam Toi,<br />
Puan Sri Datin Seri Atsuko Konishi, Mika Konishi,<br />
Mari Konishi, Yuma Konishi, THSB, Texcorp and<br />
ISB<br />
PTTJ<br />
(seller)<br />
PTTL<br />
( buyer)<br />
Sale of Consumer<br />
Goods<br />
(x)<br />
840<br />
Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew<br />
Khee, Jeffrey, Wong Kin Chai, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika Konishi, Mari Konishi,<br />
Yuma Konishi, THSB, Texcorp and ISB<br />
ASK, Mtexcorp, NMM,<br />
PTTI, PTTJ, TTW<br />
(all recipients ◊ )<br />
Texcorp<br />
(provider ◊ )<br />
Management services<br />
i.e. accounting,<br />
financial, human<br />
resources, IT, public<br />
affairs, investors<br />
relations, legal,<br />
corporate secretarial<br />
and planning services<br />
(xi)<br />
Total 81,040<br />
12
(c) The recurrent transactions for the provision of financial assistance between TRB Group and the classes of parties and the nature of transactions are as follows :-<br />
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2009 (tentative date of next AGM)<br />
TRB Group<br />
companies<br />
transacting in<br />
each transaction<br />
Class(es) of<br />
Related Party<br />
Nature of transaction<br />
undertaken by/provided to<br />
TRB and/or its subsidiaries<br />
RM’000<br />
Interested<br />
director,<br />
major shareholder and<br />
person<br />
connected<br />
30,000<br />
Tan Sri Dato’ Seri Fumihiko<br />
Konishi, Brian Tan Guan<br />
Hooi, Puan Sri Datin Seri<br />
Atsuko Konishi, Mika<br />
Konishi, Mari Konishi, Yuma<br />
Konishi, THSB, Texcorp and<br />
ISB<br />
TRB<br />
(recipient and/or<br />
provider ▲ )<br />
(i) Pooling of funds FMB, Tech(T) , Tech(V), BPC and<br />
Ting Tai<br />
(all providers and/or recipients ▲ )<br />
Amount ♦ to be approved for the period<br />
from 22 May 2008 (Date of AGM) to 22<br />
May 2009 (tentative date of next AGM)<br />
Class(es) of Parties TRB Group<br />
companies<br />
transacting in<br />
each transaction<br />
Nature of<br />
transaction undertaken<br />
by/provided to TRB and/or<br />
its subsidiaries<br />
RM’000<br />
Interested<br />
director,<br />
major shareholder and<br />
person<br />
connected<br />
Nil 30,000<br />
TRB<br />
(recipient ▲ and/or<br />
provider ▲ )<br />
(ii) Pooling of funds ASK, TFSB, SMT, OP and<br />
SEAPACK ITALIA<br />
(all providers and/or recipients ▲ )<br />
Notes:<br />
♦<br />
These amounts are estimated amounts only and may vary upon implementation.<br />
* Wisma Texchem, Lots 808 & 809, Jalan Subang 5, Taman Perindustrian Subang, 47610 Subang Jaya, Selangor Darul Ehsan.<br />
Villa Primavera, 51 Jalan Jesselton, 10450 Penang.<br />
**<br />
*** All the properties belonging to the respective companies in the Group as disclosed in the Particulars of Properties held as at 31 December 2007 section of the Annual Report 2007.<br />
Mukim 1, Kawasan Perusahaan Perai, Daerah Seberang Perai Tengah, Penang.<br />
▪<br />
☼<br />
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<br />
380 sq. metre at a total of RM1,750 per month from 1 December 2006 to 30 November 2008 for unit C2-1 and from 1 November 2007 to 31 October 2009 for units C3-1, C3-2, C3-3<br />
and C3-4 .<br />
▲ Classified as provider and recipient in terms of payment provided and payment received.<br />
13
◊ Classified as provider and recipient in terms of provider of services and recipient of services.<br />
±<br />
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.<br />
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<br />
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<br />
RM6,398.60 per month from 20 April 2008 to 19 April 2009. TMSB rents from FMB a factory premise area of 14,531 sq. ft. at RM25,382 per month from 1 August 2006 to 31 July<br />
2008.<br />
A contingency amount of RM60,808.32 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
+<br />
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 .<br />
§ A contingency amount of RM20,248 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
♠ THSB rents out the facilities at the following rates: TRB at RM53,000 per month and FMB at RM15,000 per month.<br />
ω Texcorp rents the entire facilities from TRB at RM117,206.25 per month from 12 July 2007 to 11 July 2010.<br />
≈<br />
Rental expenses of RM18,369.00 per month paid by FMB to Texmat for renting of Warehouse (Stor D) at Lot 1672, (Plot No. 52) Section 3, Bandar Butterworth, Seberang Prai Utara,<br />
Penang from 1 March 2008 to 29 February 2008.<br />
© A contingency amount of RM22,572 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
¤ A contingency amount of RM3,000 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
ϊ A contingency amount of RM31,416 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
A contingency amount of RM141,525 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
°<br />
The property that requires the service by GSS is 2446, MK 1, Solok Perusahaan Satu, Kawasan Perusahaan Perai, 13600 Seberang Perai Tengah, Penang, <strong>Malaysia</strong>.<br />
<br />
A contingency amount of RM9,650.48 per year has been included to provide for any future increments in any of the rental expense between the parties.<br />
∂<br />
14
Basis of estimates<br />
The estimated value and/or payments made or received in respect of each transaction<br />
referred to above in relation to the Proposed Renewal and Proposed New Shareholders’<br />
Mandate are on a per annum basis based on prevailing prices or costs which are reasonably<br />
market-competitive prices and are derived from the sums incurred or received during the<br />
year, based on the normal level of transactions entered into by the Group. As for the<br />
Proposed Financial Assistance Mandate, the estimated amount of financial assistance are<br />
on a per annum basis based on the expected level of transactions to be entered into by the<br />
Group. The estimated amounts are further based on the assumptions that current levels of<br />
operations will continue and there are no significant changes in other conditions in the<br />
industries and countries that the Group companies operate in.<br />
Transactions such as provision of services for IT facilities and forwarding charges<br />
chargeable are on a cost recovery basis, being recovery of part of the costs for sharing or<br />
provision of some services or on a negotiated basis where both parties would contract on<br />
terms which are mutually acceptable and beneficial.<br />
2.5 Rationale for and the benefit to the Group for transacting with Mandated Related<br />
Parties and mandated parties<br />
(i) RATIONALE OF THE PROPOSED MANDATE<br />
The obtaining of the Proposed Mandate would eliminate the need to convene<br />
separate general meetings from time to time to seek Shareholders’ approval as<br />
and when such Recurrent Related Party Transactions with a Mandated<br />
Related Party and the recurrent transactions with a mandated party arise,<br />
thereby reducing substantially administrative time and expenses in convening<br />
such meetings, without compromising the corporate objectives and enhance<br />
ability to pursue more business opportunities for the Group.<br />
The Proposed Mandate is intended to facilitate transactions in the normal course<br />
of business of the Group which are transacted from time to time with the<br />
Mandated Related Parties and/or mandated parties, provided that they are carried<br />
out at arm’s length and on the Group’s normal commercial terms and are not<br />
prejudicial to Shareholders and not more favourable to the related parties than<br />
those generally available to the public and are not to the detriment of minority<br />
shareholders.<br />
Disclosure will be made in the annual report of the Company of the breakdown of<br />
the aggregate value of Recurrent Related Party Transactions and recurrent<br />
transactions conducted pursuant to the Proposed Mandate during the current<br />
financial year, and in the annual reports for the subsequent financial years during<br />
which a Shareholder’s mandate is in force where :-<br />
(A) the consideration, value of the assets, capital outlay or costs of the<br />
aggregated transaction is equal to or exceeds RM1 million; or<br />
(B) any one of the percentage ratios of such aggregated transactions is<br />
equal to or exceeds 1%;<br />
whichever is the higher based on the following information:-<br />
(a) the type of the Recurrent Related Party Transactions and recurrent<br />
transactions made; and<br />
(b) the names of the related parties involved in each type of the Recurrent<br />
Related Party Transactions and recurrent transactions made and their<br />
relationship with the listed issuer.<br />
15
(ii) BENEFITS OF THE PROPOSED MANDATE<br />
The details of benefits to be derived from the transactions are as follows:<br />
(a) The sales and purchase of industrial chemicals, textile auxiliaries and<br />
dyestuffs, industrial packaging, household insecticides, processed marine<br />
products, Consumer Goods and Raw Materials reflects the synergy of the<br />
Group as a manufacturer and trading house. In some instances the related<br />
parties also acts as a marketing and distribution arm for the Group’s<br />
products. These transactions are consistent with the Group’s corporate<br />
objectives of brand-building, expanding the customer base for its products,<br />
consolidating its market position and to provide business security.<br />
(b) The management fee is for the procurement of management services. There<br />
are costs savings and Group synergy in pooling and sharing of the Texchem<br />
Group’s professional management resources and the availability of<br />
professional specialist services on a shared basis.<br />
(c) The rental is for the renting of office, hostel, factory premises, warehouses,<br />
and facility usage. One of the premises rented serves as the regional head<br />
office and warehousing centre of the TRB Group. The centralized location<br />
of companies allows for better coordination and communication between the<br />
companies. The warehousing centre facilitates prompt and better delivery<br />
services. The rental of hostel and factory premise is for hostel and factory<br />
building belonging to FMB and as the premises are readily available, the<br />
Group can utilize the premises for its workers and production purposes to<br />
optimise the utilisation of the Group’s resources. The rental expense of<br />
public relations facility usage is the charge for the corporate use of Villa<br />
Primavera for Group corporate events, public relations and business<br />
development.<br />
Such functions serve to foster closer relationship and rapport with investors,<br />
bankers, business associates, government and statutory bodies, customers<br />
and employees and also enhance the Group’s corporate image.<br />
(d) The rental income is from the letting of the Group’s property and the subletting<br />
of rented property. The letting of the property generates income for<br />
the Group and higher utilisation of its assets.<br />
(e) Provision of services is for the procurement of IT usage, insurance and<br />
security services. This also includes income from the provision of<br />
forwarding services. The centralised provision of IT mainframe hardware<br />
and software services allows for a centralised sharing and sourcing of the<br />
latest IT technology, standardisation of information processing system to<br />
provide seamless information flow within the Group and costs savings.<br />
Insurance coverage is taken up through an authorised insurance agent and<br />
risk manager which can source for more competitive rates and<br />
comprehensive cover and provides risk management consultation and<br />
advisory services. Better security and protection of the Group properties,<br />
assets and premises are ensured with the in-house security. Disruptions to<br />
the Group’s businesses and operations are also minimised.<br />
The forwarding and handling services is ancillary to the business of the<br />
Group and services provided enables the Group to generate additional<br />
revenue and to optimise the utilisation of its resources and personnel.<br />
(f) The royalty payable is for the usage of intellectual property rights on<br />
products such as mosquito coils, vape mats, vaporisers, flexo photopolymer<br />
printing plates and plastic engineering precision parts. The intellectual<br />
property rights are used in the manufacturing and marketing of the said<br />
products within the licensed territory.<br />
16
(g) The data transfer charges which are incurred by the Group for the artwork<br />
design data provided by ECP in relation to the design and manufacturing of<br />
flexo photopolymer printing plates is beneficial to the Group as there are<br />
costs savings in the sharing of the said data.<br />
(h) The sales commission is for sales and marketing services provided by<br />
SEAPACK ITALIA to Seapack. This arrangement enables the Group to<br />
harness its marketing strength and infrastructure to market the Related<br />
Party’s products for the Related Party and generate additional revenue for<br />
the Group.<br />
(i) Royalty chargeable is to be paid by a related party to the Group for the<br />
usage of the Group’s identifiable know-how, experience, data and all other<br />
technical information relating to the products to be manufactured.<br />
(j) The purchase of production consumables is for the tools to be generated for<br />
the Group, by using the engineering expertise of FMB to optimise the<br />
utilisation of the resources and personnel of the Group.<br />
(k) Laboratory testing expense is to be paid for the laboratory tests and<br />
analytical services on the results of the same provided by a related party to<br />
the Group to optimise the utilisation of resources and personnel by the<br />
Group.<br />
(l) Laboratory testing income is to be paid for the laboratory tests and<br />
analytical services on the results of the same provided by the Group to<br />
optimise the utilisation of the resources and personnel of the Group.<br />
(m) The Proposed Financial Assistance Mandate which would facilitate the<br />
pooling of funds within the Group, via a centralized treasury management<br />
function or such similar arrangements will allow better utilisation of<br />
financial resources within the Group. This will enable possible overall cash<br />
flow savings on interest expense to the Group.<br />
2.6 Review methods or procedures for the Proposed Mandate<br />
The Group had established the following procedures for the Proposed Mandate to ensure<br />
compliance with the Listing Requirements<br />
(a) A list of mandated parties is circulated within the Group and will be updated as<br />
and when there are changes.<br />
(b) All parties have been and/or will be kept notified that all Recurrent Related Party<br />
Transactions and recurrent transactions are required to be undertaken at arm’s<br />
length and on normal commercial terms which are not more favourable to the<br />
mandated parties than those generally available to the public and are not<br />
detrimental to the minority shareholders and recurrent transactions are to be fair<br />
and reasonable to TRB and is not to the detriment of TRB and its shareholders.<br />
(c) The transaction prices, terms and conditions which are market driven are to be<br />
determined at arm’s length on a customer/supplier relationship basis at mutually<br />
agreed rates after due consideration of benefits to be derived from the transaction,<br />
under similar commercial terms for transactions with unrelated third parties,<br />
which depend on demand and supply, quality, level of service and other related<br />
factors.<br />
(d) The terms and conditions for the financial assistance pursuant to the Proposed<br />
Financial Assistance Mandate which are market driven are to be determined at<br />
arm’s length basis after due consideration of benefits to be derived from the said<br />
financial assistance upon similar terms and conditions that may be enjoyed from<br />
any commercial financial institution.<br />
17
(e) All Recurrent Related Party Transactions and recurrent transactions will be<br />
reviewed by the President/Managing Director/Chief Executive Officer/Chief<br />
Operating Officer of the respective companies and/or one senior management as<br />
delegated. Senior management may consist of deputy managing director, general<br />
manager or accountant.<br />
(f) Records will be maintained by the respective companies to capture all Recurrent<br />
Related Party Transactions and recurrent transactions which are entered pursuant<br />
to the Shareholders’ mandate.<br />
(g) The annual internal audit plan shall incorporate a review of all Recurrent Related<br />
Party Transactions and recurrent transactions entered into pursuant to the<br />
Shareholders’ mandate to ensure that relevant approvals are obtained and the<br />
procedures in respect of such transactions are adhered to.<br />
(h) The Board shall have overall responsibility for the determination of the review<br />
procedures with authority to sub-delegate to individuals or committees<br />
within the Group as they deem appropriate.<br />
(i) If a member of the Board has an interest in the transaction to be reviewed by the<br />
Board, as the case may be, he will abstain from any decision making by the Board<br />
in respect of the said transaction.<br />
(j) The Audit Committee shall review the internal audit reports to ascertain that the<br />
guidelines and procedures to monitor Recurrent Related Party Transactions and<br />
recurrent transactions have been complied with.<br />
(k) Some transactions may be on a cost recovery basis, being recovery of part of the<br />
costs for sharing or provision of some services or on a negotiated basis where<br />
both parties would contract on terms which are mutually acceptable and<br />
beneficial.<br />
2.7 Audit Committee’s Statement<br />
The Audit Committee has seen and reviewed the procedures for Recurrent Related Party<br />
Transactions and recurrent transactions (as set out in Section 2.6 above) and is of the view<br />
that the review procedures are sufficient to ensure that:<br />
(i) the Recurrent Related Party Transactions and recurrent transactions will be<br />
carried out at arm’s length basis and on normal commercial terms which are not<br />
more favourable to the related parties than those generally available to the public<br />
and are not to the detriment of minority shareholders; and<br />
(ii) the recurrent transactions will be fair and reasonable to TRB and is not to the<br />
detriment of TRB and its shareholders.<br />
2.8 Validity Period<br />
The Proposed Mandate, if approved at the forthcoming AGM, will continue to be in force<br />
until:-<br />
(i) the conclusion of the next AGM of TRB following the forthcoming AGM at<br />
which the Proposed Mandate is approved, at which time it will lapse, unless by a<br />
resolution passed at the next AGM, the authority is renewed;<br />
18
(ii) the expiration of the period within which the next AGM after the forthcoming<br />
AGM is required to be held pursuant to Section 143(1) of the Companies Act,<br />
1965 (but shall not extend to such extension as may be allowed pursuant to<br />
Section 143(2) of the Companies Act, 1965); or<br />
(iii) revoked or varied by resolution passed by the Shareholders in general meeting,<br />
whichever is the earlier.<br />
Thereafter, approval from Shareholders for a renewal of the mandate in relation to the<br />
Proposed Mandate will be sought at each subsequent AGM of the Company.<br />
3. EFFECTS OF THE PROPOSED MANDATE<br />
The Proposed Mandate will not have any effect on the issued and paid-up share capital and the<br />
shareholdings of the substantial shareholders and will not have any material effect on the<br />
consolidated net assets and consolidated earnings of TRB.<br />
4. CONDITIONS OF THE PROPOSED MANDATE<br />
The Proposed Mandate requires the approval of the shareholders of TRB at the forthcoming AGM.<br />
5. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS<br />
As at 23 April 2007 the direct and indirect interests of the Directors and major shareholders of TRB<br />
who are interested and/or do not consider themselves independent and have shareholdings in TRB<br />
are as follows:<br />
Directors<br />
Tan Sri Dato’ Seri Fumihiko<br />
Konishi<br />
Notes :<br />
(a) Held by TSFK and his nominee, CIMB Group Nominees (Asing) Sdn. Bhd..<br />
(b) Deemed interested by virtue of his interests (direct and/or indirect) in THSB, ISB, Texcorp<br />
and by virtue of his family relationships with Puan Sri Datin Seri Atsuko Konishi, Mika<br />
Konishi and Mari Konishi pursuant to Sections 6A and/or 122A of the Companies Act,<br />
1965.<br />
(c) Does not have any direct or indirect interest in TRB.<br />
(d) Negligible.<br />
No. of ordinary shares of RM1.00 each held in TRB<br />
Direct % Indirect %<br />
6,932,018 (a)<br />
19<br />
5.59 69,519,185 (b) 56.02<br />
Lee Siew Khee, Jeffrey (c) - - - -<br />
Wong Kin Chai (c) - - - -<br />
Yap Kee Keong 8,250 - (d)<br />
Brian Tan Guan Hooi 6,039 - (d)<br />
- -<br />
- -
Interested Major Shareholders<br />
Notes:<br />
(a)<br />
Held by THSB and its nominees, CIMB Group Nominees (Tempatan) Sdn. Bhd., Mayban<br />
Securities Nominees (Tempatan) Sdn. Bhd. and Mayban Nominees (Tempatan) Sdn. Bhd.<br />
(b) Deemed interested by virtue of its interests in Texcorp and ISB pursuant to section 6A of<br />
(c)<br />
the Companies Act, 1965.<br />
Held directly as well as through its nominee, HDM Nominees (Tempatan) Sdn. Bhd. and<br />
AMSEC Nominees (Tempatan) Sdn. Bhd.<br />
(d)<br />
Deemed interested by virtue of its shareholdings in Texcorp pursuant to Section 6A of the<br />
Companies Act, 1965.<br />
(e)<br />
Held by TSFK and his nominee, CIMB Group Nominees (Asing) Sdn. Bhd.<br />
(f)<br />
Deemed interested by virtue of his interests (direct and/or indirect) in THSB, ISB, Texcorp<br />
and by virtue of his family relationships with Puan Sri Datin Seri Atsuko Konishi, Mika<br />
Konishi and Mari Konishi pursuant to Sections 6A and/or 122A of the Companies Act,<br />
1965.<br />
The following are the interests of the interested directors as a result of being or having been a<br />
director of TRB’s subsidiaries and/or holding shares in TRB respectively.<br />
Abu Bakar bin Abdul<br />
Hamid<br />
No. of ordinary shares of RM1.00 each held in TRB<br />
Direct % Indirect %<br />
THSB 38,940,054 (a) 31.38 25,500,609 (b) 20.55<br />
Texcorp 25,500,609 (c)<br />
No. of ordinary shares of RM1.00<br />
each held in TRB<br />
Direct % Indirect %<br />
20<br />
20.55 - -<br />
ISB - - 25,500,609 (d) 20.55<br />
Tan Sri Dato’ Seri Fumihiko<br />
Konishi<br />
6,932,018 (e) 5.59 69,519,185 (f) 56.02<br />
Position held as a Director<br />
- - - - Director of a subsidiary<br />
Jony Raw 5,500 - (a) - - Director of a subsidiary<br />
Ow Kam Toi - - - - Director of a subsidiary<br />
Chin Hai Hong - - - - Director of a subsidiary<br />
Yuma Konishi - - - - Director of a subsidiary<br />
Yasuhiro Nishida 264,000 0.21 - - Director of a subsidiary<br />
Toshiaki Oshimo - - - - Director of a subsidiary<br />
Masahiro Shimonaka - - - - Director of a subsidiary<br />
Zenzo Matsumura - - - - Director of a subsidiary<br />
Mitsuo Matsumura - - - - Director of a subsidiary<br />
Lim Eng Chai 21,066 0.02 - - Director of a subsidiary<br />
Sutasna Suwantewatoop<br />
(Ng Yong Lee)<br />
- - - - Director of a subsidiary
Notes:<br />
(a) Negligible<br />
The following are the interests of persons connected to the interested Major Shareholders, Tan Sri<br />
Dato’ Seri Fumihiko Konishi, Texcorp, THSB and ISB and person connected to Toshiaki Oshimo:<br />
Puan Sri Datin Seri<br />
Atsuko Konishi (a)<br />
No. of ordinary shares of RM1.00 each held in TRB<br />
Direct % Indirect %<br />
2,215,694 1.79 - -<br />
Mika Konishi (a) 1,431,414 1.15 - -<br />
Mari Konishi (a) 1,431,414 1.15 - -<br />
Yuma Konishi (a) - - - -<br />
Fumakilla Ltd. (b) 436,194 0.35 - -<br />
Notes:<br />
(a)<br />
Persons connected to the interested Major Shareholders, Tan Sri Dato’ Seri Fumihiko<br />
Konishi, Texcorp, THSB and ISB.<br />
(b)<br />
Person connected to Toshiaki Oshimo.<br />
Consequently, Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap<br />
Kee Keong and Brian Tan Guan Hooi (“Interested Directors”) have abstained and will continue to<br />
abstain from Board deliberations and voting on the Proposed Mandate in respect of their direct<br />
and/or indirect shareholdings in TRB at the AGM to be convened. The Interested Directors, Abu<br />
Bakar bin Abdul Hamid, Jony Raw, Ow Kam Toi, Chin Hai Hong Yuma Konishi, Lim Eng Chai,<br />
Yasuhiro Nishida, Sutasna Suwantewatoop (Ng Yong Lee), Masahiro Shimonaka, Toshiaki<br />
Oshimo, Zenzo Matsumura and Mitsuo Matsumura (being interested as a result of being or having<br />
been a director of TRB and/or subsidiaries and/or holding shares in TRB), interested major<br />
shareholders (THSB, Texcorp, ISB and Tan Sri Dato’ Seri Fumihiko Konishi) and/or persons<br />
connected to them (Puan Sri Datin Seri Atsuko Konishi, Mika Konishi, Mari Konishi, Yuma<br />
Konishi and Fumakilla Ltd.) will abstain from voting in respect of their direct and/or indirect<br />
interests, on the resolution pertaining to the Proposed Mandate at the forthcoming AGM.<br />
Save as disclosed above, none of the other Directors and/or Major Shareholders or persons<br />
connected with a Director or Major Shareholders have any interest, directly or indirectly in the<br />
Proposed Mandate.<br />
The above interested directors and Major Shareholders have undertaken that they shall ensure that<br />
persons connected to them will abstain from voting in respect of their direct and indirect<br />
shareholdings on the resolution approving the Proposed Mandate at the forthcoming AGM.<br />
6. DIRECTORS’ RECOMMENDATION<br />
The Board (save and except for Tan Sri Dato’ Seri Fumihiko Konishi, Lee Siew Khee, Jeffrey,<br />
Wong Kin Chai, Yap Kee Keong and Brian Tan Guan Hooi in respect of the Proposed Mandate as<br />
they are deemed interested and/or do not consider themselves independent) having considered all<br />
aspects of the Proposed Mandate, are of the opinion that they are in the best interest of the<br />
Company and accordingly, the Directors (save and except for Tan Sri Dato’ Seri Fumihiko Konishi,<br />
Lee Siew Khee, Jeffrey, Wong Kin Chai, Yap Kee Keong and Brian Tan Guan Hooi in respect of<br />
the Proposed Mandate as they are deemed interested and/or do not consider themselves<br />
independent) recommend that you vote in favour of the resolution pertaining to the Proposed<br />
Mandate to be tabled at the forthcoming AGM.<br />
21
7. ANNUAL GENERAL MEETING<br />
The AGM, the notice of which is enclosed in the Annual Report of TRB for the financial year<br />
ended 31 December 2007 accompanying this Circular, will be held at Ballroom 1, Level 2, G Hotel,<br />
168A Persiaran Gurney, 10250 Penang on Thursday, May 22 2008 at 10.30 a.m. for the purpose of<br />
considering and, if thought fit, passing the ordinary resolution so as to give effect to the Proposed<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 AGM, you will find attached to the Annual<br />
Report of TRB for the financial year ended 31 December 2007, a Form of Proxy, which you are<br />
requested to complete and return in accordance with the instructions printed thereon as soon as<br />
possible so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours<br />
before the time set for the AGM. The lodging of the Proxy Form will not preclude you from<br />
attending and voting in person at the AGM should you subsequently wish to do so.<br />
8. ADDITIONAL INFORMATION<br />
Shareholders are requested to refer to the attached Appendix I contained in this Circular for further<br />
information.<br />
Yours faithfully<br />
For and on behalf of the Board of<br />
Texchem Resources Bhd.<br />
Dato’ Nazir Ariff Bin Mushir Ariff<br />
Independent Non-Executive Director<br />
22
ADDITIONAL INFORMATION<br />
1. DIRECTORS’ RESPONSIBILITY<br />
23<br />
APPENDIX I<br />
This Circular has been seen and approved by the Board of Directors of Texchem Resources Bhd.<br />
(“TRB”) and they collectively and individually accept full responsibility for the accuracy of the<br />
information given in this Circular and confirm that after making all reasonable enquiries and to the<br />
best of their knowledge and belief, there are no false or misleading statements or information or<br />
facts, the omission of which would make any statement herein misleading or incorrect.<br />
2. MATERIAL CONTRACTS<br />
Save for the following, TRB and its subsidiaries have not entered into any other material contracts<br />
(not being contracts entered into in the ordinary course of business) during the two (2) years<br />
preceding the date of this Circular:<br />
(i) Share Sale Agreement dated 15 May 2006 between TRB and Introplus Sdn. Bhd. (In<br />
Member’s Voluntary Liquidation) (“ISB”) for the acquisition of 2,040,000 ordinary shares<br />
of RM1.00 each in Texcorp (“Texcorp Shares”) by TRB from ISB at a cash consideration<br />
of RM5,038,800.<br />
(ii) Facility Agreement dated 19 September 2006 amongst Alliance Investment Bank Berhad<br />
(formerly known as Alliance Merchant Bank Berhad) [“Alliance”], TRB and Idaman<br />
Capital Berhad (“Idaman”) in relation to a fixed rate term loan of RM35 Million under a<br />
Primary Collateralised Loan Obligations (“CLO”) Programme.<br />
(iii) Share Purchase Agreement and Call Option dated 28 December 2006 amongst Daiichi<br />
Kasei Co., Ltd (“DK”), Daiichi Kasei Holdings Co., Ltd. and Texchem-Pack Holdings (S)<br />
Ltd. (“TXPHS”) for the acquisition of 30% equity interest in M.A.C. Technology (M) Sdn.<br />
Bhd. (“MAC”) [upon conversion of 11,250,000 non-cumulative redeemable preference<br />
shares in MAC into 11,250,000 ordinary shares of RM1.00 each in MAC] comprising<br />
9,124,500 ordinary shares of RM1.00 each, from Daiichi Kasei Co., Ltd by TXPHS at a<br />
total cash purchase consideration of RM7,078,476 subject to a call option granted by DK<br />
and Daiichi Kasei Holdings Co., Ltd.<br />
(iv) Supplemental Commercial Papers and/or Medium Term Notes Programme Agreement<br />
dated 18 January 2007 amongst<br />
(a) TRB (as Issuer);<br />
(b) RHB Investment Bank Bhd [formerly known as RHB Sakura Merchant Bankers<br />
Bhd.] (as Lead Arranger, Facility Agent, Issue Agent, Paying Agent and<br />
Underwriter); and<br />
(c) CIMB Bank Berhad (formerly known as Bumiputera-Commerce Bank Berhad),<br />
EON Bank Berhad, OCBC Bank (<strong>Malaysia</strong>) Berhad and Maybank Berhad (all as<br />
Underwriters)<br />
in relation to the proposed issuance of private debt securities of up to RM100 million in<br />
the form of commercial papers and or medium term notes (“CP/MTN Programme”) by<br />
TRB.<br />
(v) Supplemental Trust Deed dated 18 January 2007 between TRB (as Issuer) and <strong>Malaysia</strong>n<br />
Trustees Berhad (as Trustee and Security Trustee) in relation to the CP/MTN Programme.<br />
(vi) Share Sale Agreement dated 26 January 2007 between TXPHS and Eye Corporate<br />
Planning Co., Ltd. (“ECP”) for the acquisition of 49% equity interest in Eye Graphic Sdn.<br />
Bhd. comprising 980,000 ordinary shares of RM1.00 each from ECP by TXPHS for a total<br />
consideration of RM3,526,000 or approximately RM3.60 per share to be satisfied by the
issuance of such number of new ordinary shares in TXPHS (“TXPHS Shares”) based on a<br />
5-day weighted average market price of TXPHS Shares immediately preceding the date of<br />
the Share Sale Agreement dated 26 January 2007 i.e. S$0.332 per TXPHS Share<br />
(equivalent to approximately RM0.76 based on an exchange rate of S$1=RM2.28 as at 25<br />
January 2007).<br />
(vii) Sale and Purchase Agreement dated 8 March 2007 between Texchem-Pack (Thailand) Co.,<br />
Ltd. and EA Power Co., Ltd., (“EPA”) for the acquisition of the freehold land held under<br />
title deed nos 33596 to 33599, Lot Nos. 641 to 644, survey nos. 1959 to 1962, Bang Pa-In<br />
Industrial Estate, Bang Pa-In, Ayutthaya, 13160 Thailand, consisting of land and buildings<br />
(comprising factories and a staff canteen and all facilities and utilities inside and outside<br />
the factories within the area of such land) at a total consideration of THB99,000,000<br />
[equivalent to approximately Ringgit <strong>Malaysia</strong> Ten Million Five Hundred and Ninety<br />
Three Thousand (RM10,593,000) based on an exchange rate of THB1 = RM0.0107 as at 8<br />
March 2007].<br />
(viii) Share Sale Agreement dated 12 March 2007 between TRB and TXPHS for the disposal of<br />
5,737,500 ordinary shares of RM1.00 each in Texchem-Pack Bangi Sdn. Bhd. (formerly<br />
known as Sanko Kasei (M) Sdn. Bhd.) (“TXPB”) representing 51% of the issued and paidup<br />
share capital of TXPB by TRB to TXPHS at a total consideration of RM5,737,500 to be<br />
satisfied by the issuance of 8,214,618 new ordinary shares in TXPHS based on a 5-day<br />
weighted average market price of TXPHS Shares immediately preceding the date of the<br />
Share Sale Agreement dated 12 March 2007 i.e. S$0.305 per TXPHS Share (equivalent to<br />
approximately RM0.70 based on an exchange rate of S$1=RM2.29 as at 12 March 2007).<br />
(ix) Share Sale Agreement dated 12 March 2007 between Sanko Kasei Co., Ltd (Sanko Japan)<br />
and TXPHS for the acquisition of 4,500,000 ordinary shares of RM1.00 each in TXPB<br />
representing 40% of the issued and paid-up share capital of TXPB by Sanko Japan to<br />
TXPHS at a total consideration of RM4,500,000 to be satisfied by the issuance of<br />
6,442,838 new ordinary shares in TXPHS based on a 5-day weighted average market<br />
price of TXPHS Shares immediately preceding the date of the Share Sale Agreement dated<br />
12 March 2007 i.e. S$0.305 per TXPHS Share (equivalent to approximately RM0.70 based<br />
on an exchange rate of S$1=RM2.29 as at 12 March 2007).<br />
(x) Share Sale Agreement dated 20 April 2007 between TRB and DKSH Holdings (<strong>Malaysia</strong>)<br />
Berhad [formerly known as Diethelm Holdings (<strong>Malaysia</strong>) Berhad] (“DKSH”) for the<br />
disposal of 16,000,000 ordinary shares of RM1.00 each in Texchem Consumers Sdn. Bhd.<br />
(“TCSB”) representing 100% of the issued and paid-up share capital of TCSB by TRB to<br />
DKSH at a total consideration of RM16,000,000.<br />
(xi) Share Sale Agreement dated 13 June 2007 between TRB and Texchem Corporation Sdn.<br />
Bhd. (“Texcorp”) for the acquisition of 442 shares of USD 5,000 each in PT. Technopia<br />
Jakarta (“PTTJ”) representing approximately 30% of the issued and paid-up share capital<br />
of PTTJ by TRB from Texcorp at cash consideration of RM8,415,470.<br />
(xii) A conditional Share Purchase Agreement dated 6 September 2007 between Texchem<br />
Materials Sdn. Bhd (“Texmat”) [as Purchaser], a subsidiary of TRB, and Mitsui Bussan<br />
Frontier Co., Ltd., (“Mitsui”) [as Vendor] for the acquisition of 100% equity interest in<br />
New Material (<strong>Malaysia</strong>) Sdn. Bhd. [formerly known as New Material Service Inc.]<br />
(“NMM”) for a total cash purchase consideration of RM3,000,000.<br />
(xiii) Share Sale Agreement dated 22 February 2008 between TRB and Texcorp for the<br />
acquisition of 310 shares of USD5,000 each in PTTJ representing approximately 21% of<br />
the issued and paid-up share capital of PTTJ by TRB from Texcorp at a cash consideration<br />
of RM5,903,588.<br />
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3. MATERIAL LITIGATION, CLAIMS AND ARBITRATION<br />
Neither TRB and/or its subsidiaries are engaged in any material litigation, claims or arbitration<br />
either as plaintiff or defendant, and the Directors of TRB are not aware of any proceedings pending<br />
or threatened against TRB and/or its subsidiaries or of any other facts likely to give rise to any<br />
proceedings which may materially or adversely affect the position or business or title to or<br />
possession of any of the properties of TRB and/or its subsidiaries.<br />
4. DOCUMENTS AVAILABLE FOR INSPECTION<br />
Copies of the following documents are available for inspection by the shareholders of TRB at the<br />
registered office of TRB at Level 18, Menara Boustead Penang, 39 Jalan Sultan Ahmad Shah,<br />
10050 Penang during normal office hours between Monday and Friday (except for public holidays)<br />
from the date of this Circular up to and including the date of the Annual General Meeting:<br />
(i) The Memorandum and Articles of Association of TRB;<br />
(ii) The material contracts referred to in section 2 above;<br />
(iii) Audited consolidated financial statements of TRB Group for the past two (2) financial<br />
years ended 31 December 2006 and 31 December 2007; and<br />
(iv) Unaudited consolidated financial results of TRB Group for the quarter ended 31 December<br />
2007.<br />
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