TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
146
7.
PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN
ORDINARY SHARES
“THAT, subject to the Companies Act, 1965 (“Act”), the Memorandum and Articles of Association of
the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“BMSB”)
and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be
and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in the Company
(“Proposed Share Buy-Back”) as may be determined by the Directors of the Company from time to
time through BMSB upon such terms and conditions as the Directors may deem fit and expedient in
the interest of the Company, provided that the aggregate number of shares purchased and/or held
pursuant to this Resolution does not exceed ten per centum (10%) of the issued and paid-up share
capital of the Company at any point in time of the purchase.
THAT an amount not exceeding the Company’s retained profits be allocated by the Company for the
Proposed Share Buy-Back.
THAT authority be and is hereby given to the Directors of the Company to decide at their discretion
to retain the shares so purchased as treasury shares (as defined in Section 67A of the Act) and/or to
cancel the shares so purchased and/or to resell them and/or to deal with the shares so purchased
in such other manner as may be permitted and prescribed by the Act, rules, regulations, guidelines,
requirements and/or orders pursuant to the Act and/or the rules, regulations, guidelines, requirements
and/or orders of BMSB and any other relevant authorities for the time being in force.
THAT the authority conferred by this Resolution will be effective immediately upon the passing of this
Resolution and will expire:
(i)
at the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time
the said authority will lapse unless by an ordinary resolution passed at a general meeting of the
Company, the authority is renewed, either unconditionally or subject to conditions;
(ii) at the expiration of the period within which the next AGM of the Company is required by law to
be held; or
(iii) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting;
whichever occurs first but not so as to prejudice the completion of the purchase(s) by the Company
before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines
issued by BMSB and/or any other relevant governmental and/or regulatory authorities (if any).
THAT the Directors of the Company be 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 Proposed Share Buy-Back as may be agreed or allowed by any relevant
governmental and/or regulatory authorities.”
8.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
WITH WARISAN TC HOLDINGS BERHAD AND ITS SUBSIDIARIES AND JOINTLY-CONTROLLED
ENTITIES
“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 (“TCMH Group”) to enter into all arrangements
and/or transactions with Warisan TC Holdings Berhad and its subsidiaries and jointly-controlled entities
involving the interests of Directors, major shareholders or persons connected with Directors and/or
major shareholders of the TCMH Group (“Related Parties”) including those as set out in Paragraph
3.2.1.1 of the Company’s 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 are not to the detriment of the minority shareholders (“Shareholders’ Mandate”).
NOTICE OF ANNUAL GENERAL MEETING
Resolution 9
