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NOTICE OF ANNUAL GENERAL MEETING
| KUCHAI DEVELOPMENT BERHAD |
Contents :NOTICE IS HEREBY GIVEN THAT the Thirty-Seventh Annual General Meeting of KUCHAI DEVELOPMENT BERHAD will be held at Hyatt Regency Hotel, Sri Muar Lower Ground Floor, 80720 Johor Bahru, Johor Malaysia on Monday, 16 May 2005 at 9.30 a.m. to transact the following businesses:-
Agenda
ORDINARY BUSINESS
| 1. | To receive the Audited Financial Statements as at 31 December 2004 together with the Directors’ and Auditors’ Reports thereon. | RESOLUTION 1 |
| 2. | To approve the payment of a first and final dividend of 10% less 28% income tax for the financial year ended 31 December 2004. | RESOLUTION 2 |
| 3. | To approve the payment of a bonus dividend of 45% less 28% income tax for the financial year ended 31 December 2004. | RESOLUTION 3 |
| 4. | To approve the payment of Directors’ Remuneration for the financial year ended 31 December 2004. | RESOLUTION 4 |
| 5. | To approve the payment of Directors’ Fees of up to the maximum amount of RM170,000 for the year ending 31 December 2005. | RESOLUTION 5 |
| 6. | To re-elect the following Directors retiring in accordance with the Company’s Articles of Association :
a) Han Teng Juan
b) Liew Chuan Hock | RESOLUTION 6
RESOLUTION 7 |
| 7. | To consider, and if thought fit, to pass the following resolution:
“THAT pursuant to Section 129(6) of the Companies Act, 1965, Cecil VR Wong be and is hereby re-appointed as Director of the Company to hold office until the next Annual General Meeting.” | RESOLUTION 8 |
| 8. | To re-appoint Messrs Ernst & Young as Auditors of the Company and authorize the Directors to fix their remuneration. | RESOLUTION 9 |
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| SPECIAL BUSINESS | |
| 9. | To consider and, if thought fit, to pass the following Ordinary Resolutions: | |
| AUTHORITY TO ALLOT SHARES - SECTION 132D | |
| (i) “THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and also empowered to obtain approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” | RESOLUTION 10
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| PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR KUCHAI DEVELOPMENT BERHAD AND GROUP’S DAY-TO-DAY OPERATIONS ENTERED INTO WITH ICE COLD BEER PTE. LTD. PURSUANT TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS OF THE BURSA MALAYSIA SECURITIES BERHAD | |
| (ii.) “THAT pursuant to Paragraph 10.09 of the Listing Requirements of the Bursa Malaysia Securities Berhad, the Company be and is hereby authorised to enter into and give effect to recurrent related party transactions of a revenue and trading nature with Ice Cold Beer Pte. Ltd., as set out in section 2.2 of the Circular to Shareholders dated 23 April 2005, provided that such transactions are necessary for the day-to-day operations and undertaken in the ordinary course of business and at arm’s length basis and on normal commercial terms which are not more favourable to the related party than those generally available to the public and not prejudicial to the shareholders of the Company AND THAT such approval, unless revoked or varied by the Company in general meeting, shall continue in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such AGM whereby the authority is renewed;
(b) the expiration of the period within the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c ) revoked or varied by resolution passed by the shareholders in a general meeting;
whichever is earlier.”
| RESOLUTION 11 |
| PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE FOR KUCHAI DEVELOPMENT BERHAD AND GROUP’S DAY-TO-DAY OPERATIONS ENTERED INTO WITH THE NYALAS RUBBER ESTATES LIMITED, PURSUANT TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS OF THE BURSA MALAYSIA SECURITIES BERHAD | |
| iii.) “THAT pursuant to Paragraph 10.09 of the Listing Requirements of the Bursa Malaysia Securities Berhad, the Company be and is hereby authorised to enter into and give effect to recurrent related party transactions of a revenue and trading nature with The Nyalas Rubber Estates Limited, as set out in section 2.2 of the Circular to Shareholders dated 23 April 2005, provided that such transactions are necessary for the day-to-day operations and undertaken in the ordinary course of business and at arm’s length basis and on normal commercial terms which are not more favourable to the related party than those generally available to the public and not prejudicial to the shareholders of the Company AND THAT such approval, unless revoked or varied by the Company in general meeting, shall continue in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM at which such mandate is passed, at which time it will lapse, unless by a resolution passed at such AGM whereby the authority is renewed;
(b) the expiration of the period within the next AGM of the Company after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(c ) revoked or varied by resolution passed by the shareholders in a general meeting;
whichever is earlier.”
| RESOLUTION 12 |
| 10. | To transact any other business of which due notice has been given. | |
| NOTICE OF DIVIDEND ENTITLEMENT
FIRST AND FINAL DIVIDEND OF 10% LESS 28% INCOME TAX
AND A BONUS DIVIDEND OF 45% LESS 28% INCOME TAX | |
| NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Thirty-Seventh Annual General Meeting, the first and final dividend of 10% less 28% income tax and a bonus dividend of 45% less 28% income tax in respect of the financial year ended 31 December 2004 will be payable on 17 June 2005 to Depositors registered in the Record of Depositors at the close of business on 3 June 2005. | |
| A Depositor shall qualify for entitlement only in respect of:-
a) Securities deposited into the Depositor’s Securities Account before 12.30 p.m. on 1 June 2005 in respect of shares which are exempted from mandatory deposits;
b) Securities transferred into the Depositor’s Securities Account before 4.00 p.m. on 3 June 2005 in respect of transfers; and
c) Securities bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. | |
BY ORDER OF THE BOARD
LEONG OI WAH (MAICSA NO. 7023802)
LEONG SIEW FOONG (MAICSA NO. 7007572)
Company Secretaries
Johor Bahru
Date : 23 April 2005
Notes :
a. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and if he is not a Member of the Company, Section 149 of the Companies Act, 1965 shall not be applicable.b. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting.
c. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the appointment shall be invalid unless he specifies the proportions of his holdings to be presented by each proxy.
d. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
e. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hand of its officer or attorney.
f. The instrument appointing the proxy must be deposited at the Company’s Registered Office situated at Suite 6.1A, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor, Malaysia not less than forty-eight hours before the time appointed for holding the Meeting and any adjournment thereof.
EXPLANATORY NOTES ON SPECIAL BUSINESS :
I. Pursuant to Resolution 10
The Proposed Resolution 10, if passed, will empower the Directors to allot and issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors in their absolute discretion consider would be in the interest of the Company. In order to avoid any delay and costs involved in convening a general meeting, it is thus appropriate to seek shareholders’ approval. This authority will unless revoked or varied by the Company in general meeting, expire at the next Annual General Meeting.
II. Pursuant to Resolution 11 and Resolution 12
The Shareholders’ Mandate under Ordinary Resolution 11 and Ordinary Resolution 12 were intended to renew the shareholders’ mandate granted by the shareholders of the Company at an Annual General Meeting of the Company held on 17 June 2004. The proposed renewal of shareholders’ mandate is to facilitate transactions in the normal course of business of the Company and its subsidiaries (“the Group”) which are transacted from time to time with the specified classes of related parties, provided that they are carried out on an arm’s length basis and on the Group’s normal commercial terms and are not prejudicial to the shareholders on terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders.
By obtaining the Shareholders’ Mandate on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group.
Query Letter Contents :
Announcement Info
| Company Name | KUCHAI DEVELOPMENT BERHAD |
| Stock Name | KUCHAI
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| Date Announced | 22 Apr 2005 |
| Category | General Announcement |
| Reference No | C&-050422-7B4E7 |
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