Date : 5 June 2006
Explanatory Notes on Special Businesses
Ordinary Resolution 7 - Authority To Issue Shares Pursuant to Section 132D of
the Companies Act, 1965
The proposed resolution 7, if passed, will empower the Directors of the Company to issue shares in the Company from time
to time and for such purposes as the Directors consider would be in the
interest of the Company. This would avoid any delay and costs in convening a
general meeting to specifically approve such issue of shares. This authority
will, unless revoked or varied by the Company in General Meeting, expire at the
conclusion of the next Annual General Meeting of the Company.
Ordinary Resolution 8 - Proposed Renewal and New Shareholders' Mandate for
Recurrent Related Party Transactions of a Revenue or Trading Nature
The proposed resolution 8 in relation to the Proposed Renewal and New Shareholders' Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature which is to be reviewed annually
will eliminate the requirement for the Company to make regular announcements
and convene separate general meetings from time to time in respect of the
aforesaid Related Party Transactions.
1. A member entitled to attend and vote at the meeting is entitled to appoint a
proxy or proxies to attend and vote in his stead. A proxy need not be a member
of the Company and Section 149(1)(a) and (b) of the Companies Act, 1965 shall
not apply to the Company.
2. Where a member appoints more than one (1) proxy to attend the same meeting,
the member shall specify the proportion of his shareholdings to be represented
by each proxy, otherwise the appointment shall be invalid.
3. The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing, or if the appointer is
a corporation, either under its seal or under the hand of an officer or
attorney duly authorised.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at
14A, Jalan Todak 3, Pusat Bandar, Bandar Seberang Jaya, 13700 Seberang Jaya, Prai
not less than forty eight (48) hours before the time appointed for holding the
meeting or any adjournment thereof.