Minutes of the First Annual General Meeting of the Company held at
Room 1, Level 1, Vistana Hotel, 213 Jalan Bukit Gambir, 11950 Bukit Jambul, Penang
on Monday, 11 June 2018 at 1.30 p.m.


Attendance

  • As per Attendance List.
  • The Meeting commenced at 1.30 p.m. with the requisite quorum being present.

Notice

  • The Notice convening the Meeting was taken as read.


1. CHAIRMAN'S ADDRESS

The Chairman of the Meeting, Tan Sri Datuk Ooi Kee Liang, wished all members present a very good afternoon and thanked them for their attendance at the Company's First Annual General Meeting ("1st AGM") followed by an introduction of the Board of Directors and the Joint Company Secretary to the members.

The Chairman explained that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of a general meeting must be voted by poll. The Company is also required to appoint at least 1 scrutineer to validate the votes cast at the general meeting.

The Chairman notified the floor that the poll will be conducted by Tricor Investor & Issuing House Services Sdn. Bhd. as the Poll Administrator and results of the poll will be verified by Interesources Secretarial Services Sdn. Bhd. as the Independent Scrutineer.

He also informed that the conduct of the poll would be deferred to the end of the Meeting to enable a more efficient running of the Meeting. He added that Ordinary Resolutions 1 to 10 require a simple majority vote of more than 50% votes from those members present in person or by proxies and voting at this meeting.

He continued to highlight that only in the event of equality of votes, he as the Chairman of the Meeting, would then exercise his casting vote as provided under Articles of Association of the Company.


2. TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

2017 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON

The Audited Financial Statements for the year ended 31 December 2017 together with the Reports of the Directors and Auditors thereon, copies of which have been circulated, were tabled before the Meeting.

The Chairman highlighted to all present that the receipt of the Audited Financial Statements was meant for discussion only as the provision of Sections 248(2) and 340(1)(a) of the Companies Act 2016 does not require a formal approval of the shareholders and hence, no resolution was put forward for voting.

As there were no questions raised, it was declared that the Audited Financial Statements for the financial year ended 31 December 2017 together with the Reports of the Directors and Auditors thereon be received.


3. ORDINARY RESOLUTION 1 - RE-ELECTION OF TAN SRI DATUK OOI KEE LIANG

As the ordinary resolution 1 was on the re-election of Tan Sri Datuk Ooi Kee Liang, the chair was passed to Mr Tan Wooi Chuon.

Ms Khong Siew Ching proposed and Ms Eng Hong Tiang seconded the following motion to the meeting for consideration:-

"THAT Tan Sri Datuk Ooi Kee Liang retiring in accordance with Article 65 of the Company's Articles of Association and who being eligible, be re-elected as Director of the Company."

It was noted that the poll on the above motion would be conducted later.

Mr Tan Wooi Chuon then passed the chair back to Tan Sri Datuk Ooi Kee Liang.


4. ORDINARY RESOLUTION 2 - RE-ELECTION OF DATUK PHOR LI WEI

Ms Gan Chiew Yet proposed and Mr Ooi Liang Yeow seconded the following motion to the meeting for consideration:-

"THAT Datuk Phor Li Wei retiring in accordance with Article 65 of the Company's Articles of Association and who being eligible, be re-elected as Director of the Company."

It was noted that the poll on the above motion would be conducted later.


5. ORDINARY RESOLUTION 3 - RE-ELECTION OF MR TAN WOOI CHUON

Mr Ooh Kier Heng proposed and Ms Lee Fong Yeng seconded the following motion to the meeting for consideration:-

"THAT Mr Tan Wooi Chuon retiring in accordance with Article 65 of the Company's Articles of Association and who being eligible, be re-elected as Director of the Company."

It was noted that the poll on the above motion would be conducted later.


6. ORDINARY RESOLUTION 4 - RE-ELECTION OF ENCIK SHAHFIE BIN AHMAD

Ms Chee Lee Yee proposed and Ms Tan Chin Yin seconded the following motion to the meeting for consideration:-

"THAT Encik Shahfie Bin Ahmad retiring in accordance with Article 65 of the Company's Articles of Association and who being eligible, be re-elected as Director of the Company."

It was noted that the poll on the above motion would be conducted later.


7. ORDINARY RESOLUTION 5 - RE-ELECTION OF ENCIK MOHTAR BIN ABDULLAH

Ms Ong Phooi Tee proposed and Ms Ng Shih Hui seconded the following motion to the meeting for consideration:-

"THAT Encik Mohtar Bin Abdullah retiring in accordance with Article 65 of the Company's Articles of Association and who being eligible, be re-elected as Director of the Company."

It was noted that the poll on the above motion would be conducted later.


8. ORDINARY RESOLUTION 6 - RE-APPOINTMENT OF MESSRS UHY AS AUDITORS OF

THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

Ms Mu Gaik Boey proposed and Mr Tan Chin Seng seconded the following motion to the meeting for consideration:-

"THAT Messrs UHY be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting."

It was noted that the poll on the above motion would be conducted later.


9. ORDINARY RESOLUTION 7 - PAYMENT OF DIRECTORS' FEES FOR THE FINANCIAL

YEAR ENDED 31 DECEMBER 2017

Ms Tang Kah Peng proposed and Ms Keoh Leng Leng seconded the following motion to the meeting for consideration:-

"THAT the payment of Directors' fees of RM588,000.00 in respect of the financial year ended 31 December 2017 be approved."

It was noted that the poll on the above motion would be conducted later.


10. ORDINARY RESOLUTION 8 - PAYMENT OF DIRECTORS' BENEFITS FROM 23 JUNE

2017 UNTIL NEXT AGM OF THE COMPANY

Mr Soo Eng Soon proposed and Ms Aderlyn Kau Pei Ying seconded the following motion to the meeting for consideration:-

"THAT the payment of Directors' benefits in accordance with section 230(1) of the Companies Act 2016 up to an amount of RM50,000.00 from 23 June 2017 until next AGM of the Company be approved."

It was noted that the poll on the above motion would be conducted later.


11. ORDINARY RESOLUTION 9 - AUTHORITY TO ISSUE SHARES

Ms Khoo Phay Mun proposed and Ms Khong Siew Ching seconded the following motion to the meeting for consideration:-

"THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad ("Bursa Securities") and other relevant governmental/regulatory authorities where such authority shall be necessary, the Board of Directors be and is hereby authorised to issue and allot shares in the Company from time to time until the conclusion of the next AGM and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued shall not exceed ten per centum (10%) of the total number of issued shares (excluding treasury shares) of the Company for the time being, and that the Board of Directors be and is also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities."

It was noted that the poll on the above motion would be conducted later.


12. ORDINARY RESOLUTION 10 - PROPOSED SHARE BUY-BACK AUTHORITY

Ms Saw Yee Lin proposed and Mr Tan Kok Hiong seconded the following motion to the meeting for consideration:-

"THAT, subject to the Companies Act 2016 ("the Act"), rules, regulations and orders made pursuant to the Act, provisions of the Company's Articles of Association and the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") and any other relevant authority, the Directors of the Company be and are hereby unconditionally and generally authorised to make purchases of ordinary shares in the Company's total number of issued shares through Bursa Securities at any time and upon such terms and conditions and for such purposes as the Directors may, in their discretion deem fit, subject further to the following :-

  • the maximum number of ordinary shares which may be purchased and/or held by the Company shall be ten per centum (10%) of the total number of issued shares of the Company at the point of purchase ("IDEAL Shares");

  • the maximum fund to be allocated by the Company for the purpose of purchasing the IDEAL Shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s);

  • the authority conferred by this resolution shall commence upon the passing of this ordinary resolution and will continue to be in force until the conclusion of the next AGM of the Company (at which time it shall lapse unless by ordinary resolution passed at that meeting the authority is renewed, either unconditionally or subject to conditions), or unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting or the expiration of the period within which the next AGM is required by law to be held, whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company made before the aforesaid expiry date and, in any event, in accordance with the MMLR of Bursa Securities or any other relevant authority; and

  • upon completion of the purchase(s) of the IDEAL Shares by the Company, the Directors of the Company be hereby authorised to deal with the IDEAL Shares in the following manner :-

    • cancel the IDEAL Shares so purchased; or
    • retain the IDEAL Shares so purchased as treasury shares, which may be distributed as share dividends to the shareholders and/or be resold on Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be transferred for the purposes of an employees' share scheme and/or be transferred as purchase consideration and/or be cancelled subsequently and/or be sold, transferred or otherwise be used for such purposes of the Minister may by order prescribe; or
    • retain part of the IDEAL Shares so purchased as treasury shares and cancel the remainder;
    and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force;

AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient and to enter into any agreements, arrangements and guarantees with any party or parties to implement or to effect the purchase(s) of the IDEAL Shares with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be required by the relevant authorities."

It was noted that the poll on the above motion would be conducted later.


13. CONDUCT OF POLL

MBefore proceeding with the polling, the Chairman requested the Company Secretary to explain on the Polling Procedures. The Company Secretary then read the polling procedures.

As there were no questions from the floor, Chairman called upon the members to proceed to cast their votes. The casting of votes was duly observed by the duly appointed Independent Scrutineer.

As there were no more voting slips to be collected, Chairman adjourned the Meeting at 1.45 p.m. to facilitate with the counting of the votes. He then invited the members to have some refreshments.


14. ORDINARY RESOLUTION 9 - AUTHORITY TO ISSUE SHARES

The Chairman called the Meeting to order at 2.10 p.m. for the declaration of results. He informed that the poll voting results had been duly validated by the Independent Scrutineer and invited the Independent Scrutineer to read the poll results.

The Independent Scrutineer then read the poll results to the meeting as follows:-

Resolution(s) Vote For Vote Against Total Votes
  No. of Units % No. of Units % No. of Units %
Ordinary Resolution 1 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 2 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 3 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 4 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 5 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 6 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 7 14,386,001 99.993 1,000 0.007 14,387,001 100.000
Ordinary Resolution 8 14,386,001 99.993 1,000 0.007 14,387,001 100.000
Ordinary Resolution 9 74,114,225 100.000 0 0.000 74,114,225 100.000
Ordinary Resolution 10 74,114,225 100.000 0 0.000 74,114,225 100.000

Based on the results, the Chairman declared that all the resolutions tabled before the 1st AGM were thus carried.


15. CLOSURE

There being no other business to discuss, the Meeting ended at 2.15 p.m. with a vote of thanks to the Chairman.