TAN CHONG MOTOR HOLDINGS BERHAD
Annual Report 2014
150
7.
Where the Form of Proxy is executed by a corporation, it must be executed under seal or under the hand of an officer or attorney duly
authorised.
8.
The Form of Proxy must be deposited at the Registered Office of the Company, 62 - 68 Jalan Sultan Azlan Shah, 51200 Kuala Lumpur,
Malaysia, not less than forty-eight hours before the time appointed for the meeting.
9.
Mr Ling Ou Long @ Ling Wuu Long, who has attained the age of 70 years, has informed the Board that he will not seek re-appointment
pursuant to Section 129(6) of the Companies Act, 1965. Accordingly, he will retire at the conclusion of the 43
rd
Annual General Meeting
in accordance with Section 129(2) of the Companies Act, 1965.
EXPLANATORY NOTES ON SPECIAL BUSINESS:
1.
Resolution 8 - Proposed Grant of Authority Pursuant to Section 132D of the Companies Act, 1965
The Company continues to consider opportunities to broaden the operating base and earnings potential of the Company. If any of the
expansion or diversification proposals involve the issue of new shares, the Directors of the Company, under normal circumstances,
would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10%
of the issued and paid-up share capital (excluding treasury shares) of the Company.
To avoid any delay and costs involved in convening a general meeting to approve such issuance of shares, the Directors of the
Company had obtained the general mandate at the Company’s 42
nd
Annual General Meeting held on 28 May 2014 to allot and issue
shares in the Company up to an amount of not exceeding in total 10% of the issued and paid-up share capital of the Company for the
time being, for such purpose. The Company has not issued any new shares under the general mandate granted to the Directors at the
42
nd
Annual General Meeting which will lapse at the conclusion of the 43
rd
Annual General Meeting to be held on 27 May 2015.
A renewal of the mandate is being sought at the 43
rd
Annual General Meeting under proposed Resolution 8. The renewed mandate,
unless revoked or varied at a general meeting, shall continue to be in force until the conclusion of the next Annual General Meeting of
the Company.
2.
Resolution 9 - Proposed Renewal of Authority for the Company to Purchase Its Own Ordinary Shares
The proposed Resolution 9, if passed, will empower the Directors of the Company to purchase and/or hold up to 10% of the issued and
paid-up share capital of the Company at any point in time of the purchase (“Proposed Share Buy-Back”) by utilising the funds allocated
which shall not exceed the retained profits of the Company. This authority, unless revoked or varied at a general meeting, will expire at
the conclusion of the next Annual General Meeting of the Company.
Further information on the Proposed Share Buy-Back is set out in the Circular to Shareholders dated 30 April 2015, despatched
together with the Company’s 2014 Annual Report.
3.
Resolutions 10, 11, 12 and 13 - Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
The proposed Resolutions 10, 11, 12 and 13, if passed, will enable the Company and/or its subsidiaries to enter into recurrent
transactions involving the interest of related parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day
operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the
minority shareholders of the Company.
Further information on these proposed Resolutions are set out in the Company’s Circular to Shareholders dated 30 April 2015,
despatched together with the Company’s 2014 Annual Report.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the 43
rd
Annual General Meeting
of the Company (“AGM”) and/or any adjournment thereof, the member (i) consents to the collection, use and disclosure of the member’s
personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the
Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof)
and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment
thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/
or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/
or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/
or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such
proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties,
liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
NOTICE OF ANNUAL GENERAL MEETING
