Details of Announcement

General Announcement

Reference No C&-990604-61045

Company Name	:	KIA LIM BERHAD
Stock Name	:	KIA LIM
Date Announced	:	04/06/1999


Type	:	Announcement
Subject	:	NOTICE OF ANNUAL GENERAL MEETING AND DIVIDEND ENTITLEMENT

Contents :

Fourth Annual General Meeting

NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of Kia Lim Berhad will be held at Dewan Okid, 2nd Floor, Hotel Carnival, 2, Jalan Fatimah, 83000 Batu Pahat, Johor on Tuesday, June 22, 1999 at 11.00 a.m.

Agenda

ORDINARY BUSINESS

1.	To receive and adopt the Audited Statement of Accounts for the year ended December 31, 1998 together with the Directors’ and Auditors’ Report thereon.	RESOLUTION 1

2.	To approve the payment of a First and Final Dividend of 1% (less 28% tax) amounting to RM291,600-00 for the year ended December 31, 1998.	RESOLUTION 2

3.	To approve the payment of Directors’ Fees for the year ended December 31, 1998.	RESOLUTION 3

4.	To re-elect the following Directors who retire in accordance with Article 96 of the Company’s Article of Association and being eligible, offer themselves for re-election:- i) Encik Ariss Bin Samsudin	RESOLUTION 4
	ii) Mr Tan Seng Kee	RESOLUTION 5
	iii) Mr Loh Chee Kan	RESOLUTION 6

5.	To re-appoint Messrs Ernst & Young as Auditors of the Company and authorise the Directors to fix their remuneration.	RESOLUTION 7

SPECIAL BUSINESS


6.	To consider and, if thought fit, to pass the following Ordinary Resolution:-	RESOLUTION 8

	“ 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 Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

7.	To consider and, if thought fit, to pass the following Ordinary Resolution:-	RESOLUTION 9

	“ THAT in accordance with Section 132E of the Companies Act, 1965 authority be and are hereby given to the Directors of the Company and each of its subsidiaries to enter into arrangements or transactions from time to time with the Company or its related corporations whereby such Directors or persons connected with such Directors may acquire from or dispose to the Company or its related corporations products, services or any other non-cash assets of the Company or its related corporations provided that such acquisitions or disposals are in the normal course of business of both the Company and its related corporations and on normal commercial terms, and that for the avoidance of doubt, any such transactions entered into by the Company or its subsidiaries with the Directors or connected persons prior to the date of this resolution be and are hereby approved and ratified.”

8.	To transact any other business appropriate to an Annual General Meeting.

NOTES :

1. A member of the Company entitled to attend and vote at the Meeting shall not be entitled to appoint more than two proxies to attend and vote in his stead. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

2. A proxy shall be a member of the Company and if he is not a member of the Company, he shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.

3. 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 attorney.

4. All forms of proxy must be deposited at the Registered Office of the Company situated at Suite 633, 6th Floor, PanGlobal Plaza, Jalan Wong Ah Fook, 80000 Johor Bahru, Johor, Malaysia not less than forty-eight (48) hours before the time appointed for holding the Meeting.

EXPLANATORY NOTES ON SPECIAL BUSINESS :

1. Resolution Pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution, if passed, will empower the Directors to 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 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.
2. Resolution Pursuant to Section 132E of the Companies Act, 1965

Section 132E of the Companies Act, 1965, prohibits a company or its subsidiaries from entering into any arrangement or transaction with its directors or persons connected with such directors in respect of the acquisition from or disposal to such directors or connected persons any non-cash assets of the “requisite value” without prior approval of the Company in General Meeting. According to the Act, a non-cash asset is considered to be of the “requisite value” if, at the time of the arrangement or transaction, its value is greater than two hunderd and fifty thousand ringgit or 10% of the Company’s net asset, subject to minimum of ten thousand ringgit.

The proposed Ordinary Resolution, if passed, will authorise Company and each of its subsidiaries so acquire from or dispose to its directors or connected persons, products, services or any non-cash assets which may fall within the definition of “requisite value” , provided that such acquisitions or disposals are on normal commercial terms.

NOTICE OF DIVIDEND ENTITLEMENT

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed from August 23, 1999 to August 25, 1999, both dates inclusive, to determine shareholders’ entitlement to the payment of a First & Final Dividend of 1% less 28% tax in respect of the financial year ended December 31, 1998.

Duly completed transfers received by the Company’s Registrar, Signet & Co. Sdn. Bhd. of 11th Floor-Tower Block, Kompleks Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur up to 5.00 p.m. on August 20, 1999 will be registered before entitlement to the dividend is determined. The dividend, if approved, will be paid on September 22, 1999.

A Depositor shall qualify for entitlement only in respect of :-

a. Shares deposited into the Depositor’s Securities Account before 12.30 p.m. on August 18, 1999, (in respect of shares which are exempted from mandatory deposit);

b. Shares transferred to the Depositor’s Securities Account before 12.30 p.m. on August 20, 1999, in respect of ordinary transfers;

c. Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange.

BY ORDER OF THE BOARD

LEONG OI WAH (MAICSA No. 7023802)
LEONG SIEW FOONG (MAICSA No. 7007572)
Company Secretaries

Johor Bahru
Date : June 7, 1999

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