ANNUAL REPORT 2014
123
8.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS WITH TAN CHONG MOTOR HOLDINGS BERHAD AND ITS SUBSIDIARIES
“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of
Association of the Company and the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and its subsidiaries (“APM
Group”) to enter into all arrangements and/or transactions with Tan Chong Motor Holdings
Berhad and its subsidiaries involving the interest of Directors, major shareholders or persons
connected with Directors and/or major shareholders of the APM Group (“Related Parties”)
including those set out under section 3.2.1 of the circular to shareholders dated 30 April 2015
provided that such arrangements and/or transactions are recurrent transactions of a revenue
or trading nature which are necessary for the day-to-day operations and are carried out in the
ordinary course of business on normal commercial terms which are not more favourable to
the Related Parties than those generally available to the public and not to the detriment of the
minority shareholders (“Shareholders’ Mandate”).
THAT such approval shall continue to be in force until the conclusion of the next Annual
General Meeting (“AGM”) of the Company at which time it will lapse, unless by a resolution
passed at a general meeting, the authority of the Shareholders’ Mandate is renewed or the
expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act) or revoked or varied by a resolution passed by the
shareholders in a general meeting, whichever is earlier.
THAT the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may
consider expedient or necessary to give effect to the Shareholders’ Mandate.”
(Resolution 10)
9.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS WITH WARISAN TC HOLDINGS BERHAD AND ITS SUBSIDIAIRES
“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of
Association of the Company and the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given to the Company and its subsidiaries (“APM
Group”) to enter into all arrangements and/or transactions with Warisan TC Holdings Berhad
and its subsidiaries involving the interest of Directors, major shareholders or persons connected
with Directors and/or major shareholders of the APM Group (“Related Parties”) including those
set out under section 3.2.2 of the circular to shareholders dated 30 April 2015 provided that
such arrangements and/or transactions are recurrent transactions of a revenue or trading
nature which are necessary for the day-to-day operations and are carried out in the ordinary
course of business on normal commercial terms which are not more favourable to the Related
Parties than those generally available to the public and not to the detriment of the minority
shareholders (“Shareholders’ Mandate”).
THAT such approval shall continue to be in force until the conclusion of the next Annual
General Meeting (“AGM”) of the Company at which time it will lapse, unless by a resolution
passed at a general meeting, the authority of the Shareholders’ Mandate is renewed or the
expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act) or revoked or varied by a resolution passed by the
shareholders in a general meeting, whichever is earlier.
THAT the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may
consider expedient or necessary to give effect to the Shareholders’ Mandate.”
(Resolution 11)
NOTICE OF
ANNUAL GENERAL MEETING
