General Announcement |
Reference No C&-020521-1A52F |
Company Name |
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KIA LIM BERHAD |
Stock Name |
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KIALIM |
Date Announced |
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21/05/2002 |
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Type |
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Announcement |
Subject |
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NOTICE OF SEVENTH ANNUAL GENERAL MEETING |
Contents :
On behalf of the Board of Directors of Kia Lim Berhad, we are pleased to transmit a copy of the notice of Seventh Annual General Meeting to be advertised in the STAR on 22 May 2002 for your attention:
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Kia Lim Berhad will be held at Dewan Okid, 2nd Floor, Hotel Carnival, 2, Jalan Fatimah, 83000 Batu Pahat, Johor, Malaysia on Thursday, 13 June 2002 at 12.00 noon.
Agenda
ORDINARY BUSINESS
1. |
To receive and adopt the Audited Financial Statements for the year ended 31 December 2001 together with the Directors’ and Auditors’ Report thereon. |
RESOLUTION 1 |
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2. |
To approve the payment of Directors’ Fees for the year ended 31 December 2001. |
RESOLUTION 2 |
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3. |
To re-elect the following Directors who retire in accordance with Article 80 of the Company’s Articles of Association and being eligible, offer themselves for re-election:- |
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i) Datuk Ariss Bin Samsudin |
RESOLUTION 3 |
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ii) Mr Loh Chee Kan |
RESOLUTION 4 |
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4. |
To re-elect the following Directors who retire in accordance with Article 87 of the Company’s Articles of Association and being eligible, offer themselves for re-election. |
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i) Mr Chua Syer Cin |
RESOLUTION 5 |
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ii) Mr Ng Chin Kang |
RESOLUTION 6 |
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5. |
To re-elect Datuk Ng Eng Sos @ Bah Chik who retires in accordance with Paragraph 7.28 of the Listing Requirements of the Kuala Lumpur Stock Exchange and being eligible, offer himself for re-election. |
RESOLUTION 7 |
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6. |
To re-appoint Messrs Ernst & Young as Auditors of the Company and authorise the Directors to fix their remuneration. |
RESOLUTION 8 |
SPECIAL BUSINESS
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7. |
To consider and, if thought fit, to pass the following Ordinary Resolution:- |
RESOLUTION 9 |
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AUTHORITY TO ALLOT SHARES - SECTION 132D |
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“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.” |
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8. |
To consider and, if thought fit, to pass the following Ordinary Resolution:- |
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APPROVAL FOR SUBSTANTIAL PROPERTY TRANSACTIONS INVOLVING DIRECTORS – SECTION 132E |
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“THAT in accordance with Section 132E of the Companies Act, 1965, authority be and is hereby given to the Company or its related corporations to enter into arrangements or transactions with the Directors of the Company or any person connected with such Directors (within the meaning of Section 122A, Companies Act, 1965) whereby the Company or its related corporations may acquire from or dispose to such Directors or connected persons non-cash assets including but not limited to capital equipment and related machineries and/or any other assets or products of the Company or its related corporations provided that such acquisitions or disposals are on commercial terms and in the ordinary course of business, such authority will continue to be in force until the conclusion of the next Annual General Meeting 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.” |
Resolution 10 |
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9. |
To transact any other business appropriate to an Annual General Meeting. |
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BY ORDER OF THE BOARD
LEONG OI WAH (MAICSA No. 7023802)
LEONG SIEW FOONG (MAICSA No. 7007572)
Company Secretaries
Johor Bahru
22 May 2002
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 |
