Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Corporate Information Profile of the Board of Directors Audit Committee Report Statement of Corporate Governance Statement of Internal Control Directors’ Responsibility Statement and Other Information Chairman’s Statement Directors’ Report Balance Sheets Income Statements Statements of Changes in Equity Cash Flow Statements Notes to the Financial Statements Statement by Directors Statutory Declaration Independent Auditors’ Report Analysis of Shareholdings List of Group Properties Form of Proxy 2 3 4 5 7 10 13 14 15 16 20 22 23 24 26 61 61 62 64 66 Enclosed
notice of annual general meeting
NOTICE IS HEREBY GIVEN that the Thirty-Fifth Annual General Meeting of the Company will be held at The Hwa Tai Grand Conference Room, Ground Floor, No. 12, Jalan Jorak, Kawasan Perindustrian Tongkang Pecah, 83010 Batu Pahat, Johor Darul Takzim, Malaysia on Saturday, 26 June 2010 at 11.30 a.m. AGENDA 1. To receive the Audited Financial Statements for the financial year ended 31 December 2009 together with the Directors’ and Auditors’ Reports thereon. To approve the increase in Directors’ fee for the financial year ended 31 December 2009. To re-appointment the Director, YBhg. Col. (Rtd.) Dato’ Ir. Cheng Wah, who retires in accordance with Section 129(6) of the Companies Act, 1965. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association:Mr. Soo Thien Ming @ Soo Thien See En. Mohamed Razif Bin Tan Sri Abdul Aziz Mr. Soo Wei Chian 5. 6. To appoint Auditors and authorise the Directors to fix their remuneration. To transact any other business appropriate to an Annual General Meeting, for which due notice shall have been given in accordance with the Company’s Articles of Association and/or the Companies Act, 1965. As SPECIAL BUSINESS, to consider and, if thought fit, pass the following resolutions:ORDINARY RESOLUTION - AUTHORITY TO ALLOT AND ISSUE SHARES IN GENERAL PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 “That, subject to the Companies Act, 1965 and the Articles of Association of the Company and approvals from the Securities Commission and Bursa Malaysia Securities Berhad and other relevant governmental or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the capital of the Company from time to time upon such terms and conditions and for such purposes as the Directors may in their 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 such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” SPECIAL RESOLUTION – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY “That, in line with the amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following proposed amendments to the Articles of Association of the Company, be and are hereby approved.” ARTICLE NO. Article 114 Dividend payable by post. EXISTING ARTICLE Unless otherwise directed any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled or in case of joint holders to that one (1) of them first named in the register in respect of the joint holding. Every such cheque shall be made payable to the order of the person to whom it is sent. No unpaid dividend or interest shall bear interest as against the Company. All dividend unclaimed shall be dealt with by the Company in accordance with the Unclaimed Moneys Act 1965. AMENDED ARTICLE Unless otherwise directed any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled or in case of joint holders to that one (1) of them...
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