Annual Report
2015
|
DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
151
Notice of
Annual General Meeting
(cont’d)
Explanatory Notes on Ordinary Business
Agenda 1
The Agenda 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not
require a formal approval of shareholders of the Company and hence, agenda 1 is not put forward for voting.
Ordinary Resolution 7
The Proposed Ordinary Resolution 7 is in accordance with Section 129(6) of the Companies Act, 1965 which
requires that a resolution be passed to re-appoint Datuk Ling Suk Kiong who is 70 years of age as Director of the
Company and to hold office until the conclusion of the next AGM of the Company. This resolution shall be effect
if be passed by a majority of not less than three-fourth of such shareholders of the Company as being entitled to
vote in person or where proxies are allowed, be proxy at the AGM of the Company.
Explanatory Notes on Special Businesses
(a) Ordinary Resolution 9 – Proposed Renewal of Shareholders’ Mandate for RRPT of a Revenue or Trading
Nature
The proposal, if passed, will empower the Company and its subsidiaries to enter into recurrent related
party transactions of revenue or trading in nature with the mandated related parties for a period from this
Annual General Meeting till the next Annual General Meeting.
Please refer to the Circular to Shareholders dated 29 April 2016 for further information.
(b) Ordinary Resolution 10 - Proposed Renewal of Authority to Purchase Own Shares
This proposed ordinary resolution, if passed, will empower the Directors of the Company to purchase up
to ten percent (10%) of the total issued and paid-up share capital of the Company from the date of this
Annual General Meeting. This authority unless revoked or varied by the Company at a General Meeting
will expire at the next Annual General Meeting.
Please refer to the Statement on Share Buy-Back dated 29 April 2016 for further information.
(c) Ordinary Resolution 11 – Authority to Issue Shares pursuant to Section 132D of the Companies Act 1965
This ordinary resolution, if passed, will empower the Directors of the Company from the date of this Annual
General Meeting, authority to issue and allot Ordinary Shares from the unissued capital of the Company
up to an aggregate of ten percent (10%) of the issued and paid-up share capital of the Company for the
time being, for such purposes as the Directors consider in their absolute discretion to be in the interest of
the Company. This authority will, unless revoked or varied by the Company in a General Meeting, expire
at the next Annual General Meeting of the Company.
The general mandate sought for issue of shares is a renewal of the mandate that was approved by
shareholders on 25 May 2015. The purpose of the renewal of the general mandate is to provide flexibility
to the Company for any possible fund-raising exercises, including but not limited to further placement of
shares for purpose of funding current and/or future investment projects, working capital and/or acquisitions.
At this juncture, there is no decision to issue any new shares. Should there be a decision to issue new shares
after the general mandate has been obtained, the Company will make an announcement in respect of
the purpose and/or utilisation proceeds arising from such issue.
