Details of Announcement

General Announcement

Reference No C&-040602-12A0F

Company Name

:

KIA LIM BERHAD  

Stock Name

:

KIALIM  

Date Announced

:

02/06/2004  

Type

:

Announcement

Subject

:

NOTICE OF NINTH ANNUAL GENERAL MEETING

To receive the Audited Financial Statements for the year ended 31 December 2003 together with the Directors' and Auditors' Report thereon.

RESOLUTION 1

2.

To approve the payment of Directors' Fees for the year ended 31 December 2003.

RESOLUTION 2

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:

i) Mr Tan Seng Kee

ii) Mr Loh Chee Kan

iii) Mr Ng Yam Puan @ Ng Ah Bah

RESOLUTION 3

RESOLUTION 4

RESOLUTION 5

4.

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

RESOLUTION 6

5.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following Ordinary Resolution:

ORDINARY RESOLUTION 1
AUTHORITY TO ALLOT SHARES - SECTION 132D

"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 7

ORDINARY RESOLUTION 2
PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

"THAT approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with related parties mentioned under section 2.1.1, of the Circular to Shareholders dated 26 May 2004 which are necessary in the ordinary course of business of the Company and its subsidiaries for day-to-day operations and on normal commercial terms which are not more favourable to be related parties than those available to the public and not detrimental to the minority shareholders of the Company and such approval shall continue to be in force until: -

RESOLUTION 8

(a) the conclusion of the next Annual General Meeting ("AGM") following the forthcoming Extraordinary General Meeting ("EGM") at which such Proposed Renewal Of The Existing Shareholders’ Mandate For Recurrent Related Party Transactions Of A Revenue Or Trading Nature was passed, at which time will lapse, unless by ordinary resolution passed at an AGM whereby the authority is renewed, either unconditionally or subject to conditions;

(b) the expiration of the period within which the next AGM of the Company after the date it 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 an AGM or EGM,

whichever is earlier;

AND THAT the Directors and/or any of them be and are hereby authorised to complete and do all such things (including executing such documents as may be required) to give effect to the transactions comtemplated and/or authorised by this resolution."

ORDINARY RESOLUTION 3
PROPOSED SHAREHOLDERS' MANDATE FOR NEW RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

"THAT approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with related parties mentioned under section 2.1.2, of the Circular to Shareholders dated 26 May 2004 which are necessary in the ordinary course of business of the Company and its subsidiaries for day-to-day operations and on normal commercial terms which are not more favourable to the related parties than those available to the public and not detrimental to the minority shareholders of the Company and such approval shall continue to be in force until: -

RESOLUTION 9

(a) the conclusion of the next AGM of the Company following the forthcoming EGM at which such Proposed Shareholders’ Mandate For New Recurrent Related Party Transactions Of A Revenue Or Trading Nature was passed, at which time will lapse, unless by ordinary resolution passed at an AGM whereby the authority is renewed, either unconditionally or subject to conditions;

(b) the expiration of the period within which the next AGM of the Company after the date it 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 an AGM or EGM,

whichever is earlier;

AND THAT the Directors and/or any of them be and are hereby authorised to complete and do all such things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this resolution."

6.

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

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 may but need not be a member of the Company and if the proxy is not a member of the Company, Section 149 of the Act shall not be applicable.

3.

Where a member 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.

4.

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.

5.

All forms of proxy must be deposited at the Registered Office of the Company situated at Suite 6.1A, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 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 resolution No. 7, 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 8 and Resolution 9
The Proposed RSM under Ordinary Resolution 8 was intended to renew the shareholders’ mandate granted by the shareholders of the Company at an Extraordinary General Meeting of the Company held on 25 July 2003.

The Proposed SM under Ordinary Resolution 9 was intended to obtain the shareholders’ mandate for New Recurrent Related Party Transaction from the shareholders of the Company at this AGM.

The Proposed RSM and Proposed SM are 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 comprising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group.