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A NOTICE OF INTENTION RECEIVED FROM HONSIN APPAREL SDN BHD AND HIQ MEDIA (MALAYSIA) SDN BHD DATED 17 FEBRUARY 2023 TO MOVE RESOLUTIONS REQUIRING SPECIAL NOTICE PURSUANT TO SECTION 206 (3) AND 322 OF THE COMPANIES ACT 2016 (NOTICE OF INTENTION)

SOUTH MALAYSIA INDUSTRIES BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-22022023-00002
Subject A NOTICE OF INTENTION RECEIVED FROM HONSIN APPAREL SDN BHD AND HIQ MEDIA (MALAYSIA) SDN BHD DATED 17 FEBRUARY 2023 TO MOVE RESOLUTIONS REQUIRING SPECIAL NOTICE PURSUANT TO SECTION 206 (3) AND 322 OF THE COMPANIES ACT 2016 (NOTICE OF INTENTION)
Description
SOUTH MALAYSIA INDUSTRIES BERHAD (SMI OR  the Company)
1)	Special Notice pursuant to Section 206(3) and 322 of the Companies Act 2016 of Intention to Move resolutions date 17 February 2023 from Honsin Apparel Sdn Bhd (Honsin) and HIQ Media (Malaysia) Sdn Bhd  (HIQ)
2)	Request for Record of Depositors dated 17 February 2023
3)	Originating Summons No : WA-24NCC-103-02/2023 (OS)
Query Letter Contents

We refer to your Company's announcement dated 21 February 2023, in respect of the aforesaid matter.

 

In this connection, kindly furnish Bursa Malaysia Securities Berhad with the full details of the Notice of Intention for public release.

 

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

 

Yours faithfully

 

 

 

 

Listing

Regulation

 

cc:-   Market Surveillance, Securities Commission

 

 

We refer to our announcement dated 21.2.2023 wherein the Company at the insistence of Bursa Malaysia Securities Exchange (“Bursa”) requested the Company to announce for the sole purpose of complying with section 9.03 of the Main Market Listing Requirements. Amongst others, Honsin and HIQ had through the above notice had proposed the removal of the entire Board of Directors and requested for the record of depositors (‘ROD”).

 

The Company upon the receipt of the said notice had concerns that it contains substantial irregularities and would be misleading to its shareholders and the public at large. As such, the Company had stated on 24 February 2023, the board would convene a meeting amongst its directors to discuss the same and to appoint legal counsels to seek further clarification and direction.

 

The said Board meeting was convened on 24 February 2023. However, on the same day, the OS was served on the Company. In addition, Bursa had also on even date requested that the Company is required to enclose the said notice publicly to all shareholders.

 

The Company upon consultation with legal counsels would state and clarify the following:-

 

  1. The said notice can only be construed as a Special Notice of intention to move resolutions pursuant to Section 206(3) and 322 of the Companies Act 2016 to propose removal of the entire Board of Directors and appoint merely 2 new directors effectively changing the entire management of the Company.
  2. The said notice is not a Notice of Meeting by Honsin and HIQ properly circulated to the shareholders to convene an EGM pursuant to Section 310(b) of the Companies Act 2016. As such, there has been no EGM properly convened. Any requirement to enclose the said notice publicly to all shareholders could mislead the shareholders of the Company and the public into believing that a proper EGM is convened by the said proposed convenors.
  3. The said notice also included a request for the Record of Depositors (‘ROD”) made pursuant to Paragraphs 7.16(1) and 7.16(2) of Main Market Listing Requirements. The Company’s view upon perusing the said Main Market Listing Requirements finds that Paragraphs 7.16(1) and 7.16(2) is not the applicable legislation or regulation for any shareholder to request a copy of the ROD. As such, the request for the ROD by Honsin and HIQ is in error and misconceived.
  4. Before the Board of Directors of the Company is able to seek comprehensive legal advice from counsel, Honsin and HIQ has prematurely and unnecessarily commenced the OS. The appropriate legislation for a shareholder to request ROD is pursuant to Section 34(5) and 34(6) of the Securities Industry (Central Depositories) Act 1991 wherein the Company has up to 21 days to provide the ROD.
  5. The Company is inclined to provide the ROD as prescribed under Section 34(5) and 34(6) of the Securities Industry (Central Depositories) Act 1991 upon receiving such proper and correct notice. As such, the Company has instructed legal counsel to oppose and apply to strike out the said OS.

Arising from paragraph (2) above, the Company will not be attaching the said Notice dated 17 February 2023 so as not to mislead the shareholders into believing that an EGM has been properly convened by the said proposed convenors.

 

The Company is represented by Messrs Gideon Tan Razali Zaini and Messrs Abdullah Chan & Co.

 

This announcement is dated 27 February 2023

 





Announcement Info

Company Name SOUTH MALAYSIA INDUSTRIES BERHAD
Stock Name SMI
Date Announced 27 Feb 2023
Category General Announcement for PLC
Reference Number GA1-27022023-00148



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