Company No: 830144-W THE COMPANIES ACT, 1965 MALAYSIA

Transcription

Company No: 830144-W
THE COMPANIES ACT, 1965
MALAYSIA
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
UEM SUNRISE BERHAD
(formerly known as UEM LAND HOLDINGS BERHAD)
Incorporated on 20th day of August, 2008
V
•
•• •
SURUHANJAYA SYARIKAT MALAYSIA
COMPANIES COMMISSION OF MALAYSIA
BORANG 13
AKTA SYARIKAT 1965
No. Syarikat
8 3 0 1 44
L
[Seksyen 23(2)]
W
PERAKUAN PEMERBADANAN ATAS PERTUICARANNAIVIA SYARIKAT
Dengan ini diperakui bahawa
UEM LAND HOLDINGS BERHAD
yang telah diperbadankan di bawah Akta Syarikat 1965, pada
20
haribulan Ogos
2008,
sebagai sebuah syarikat awam,
pada 13 haribulan Jun 2013 telah menukar namanya kepada
UEM SUNRISE BERHAD
dan
bahawa
syarikat
ini
adalah
.sebuah
syarikat awam
dan adalah sebuah syarikat berhad menurut syer.
Diberi di bawah tandatangan dan meterai saya di Kuala Lumpur
pada 13 haribulan Jun 2013.
S
PENOLONG PENDAFTAR SYARIKAT
MALAYSIA
NO. SIM: SSM
5 4Fig1 98
ili
•
BORANG 23
AKTA SYARIKAT 1965
[Seksyen 52(3)]
No. Syarikat
830144
1
PERAKUAN DI BAWAH SEKSYEN 52 (3)
AKTA SYARIKAT, 1965, BAHAWA SESEBUAH SYARIKAT
ADALAH BERHAK MEMULAKAN PERNIAGAAN
Saya, ROGAYAH BINTI MD SAID, Penolong Pendaftar Syarikat, dengan
ini memperakui bahawa
telah, pada hari ini menyerahkan kepada saya Akuan
Berkanun yang
dikehendaki di bawah peruntukan peruntukan Seksyen 52 (2) (c)
-
Akta Syarikat, 1965 dan bahawa syarikat tersebut adalah berhak
memulakan perniagaan dan menjalankan kuasa meminjamnya.
Diberi di bawah tandatangan saya pada 26 haribulan Ogos 2008.
ROGA BINTI MD SAID
MALAYSIA
).
;
. ~~ ' t r1
:
r,
,
BORANG 8
AKTA SYARIKAT 1965
[Seksyen 16(4)]
No. Syarikat
830144
w
PERAKUAN PEMERBADANAN SYARIKAT AWAM
Adalah diperakui bahawa
telah diperbadankan di bawah Akta Syarikat 1965, pada dan mulai dari
20
haribulan Ogos 2008 dan bahawa syarikat ini adalah sebuah syarikat
berhad menurut syer.
Diberi di bawah tandatangan dan meterai saya di Kuala Lumpur
pada 20082008 (2o Ogos 2008)
ROGAYAH BINTI MD SAID
MALAYSIA
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Company No.
I 830144 I W
FORM 11
Companies Act 1965
ASeetion-219)
Agee/ion 46(1)7(2)
--*Seetien-28-(9)
*Section 154 (1)
-*-Seetion--2-54-(2)
-
NOTICE OF RESOLUTION
To the Registrar of Companies,
At the general meeting of the member of UEM LAND HOLDINGS BERHAD duly convened
and held at Banquet Hall, Menara Korporat, Persada PLUS, Pershnpangan Bertingkat
Subang, KM 15, Lebuhraya Baru Lembah Kiang, 47301 Petaling Jaya, Selangor Darul
Ehsan, on 14k" day of June 2012, the special resolution set out below and signed by me for the
purposes of identification was duly passed:SPECIAL RESOLUTION PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY
"THAT in line with the amendments made to the provisions of Bursa Malaysia Securities
Berhad Main Market Listing Requirements, the existing Article 74 of the Company's Articles of
Association be renumbered as Article 74(1) and the following new Articles 74(2) and 74(3) be
added immediately after Article 74(1) and THAT the said Articles shall read as follows:
Appointment of at least one proxy
74(1)
Where a Member of the Company is an authorised nominee as defined under the
Central Depositories Act, it may appoint at least one (1) proxy in respect of each
Securities Account it holds with ordinary shares of the Company standing to the
credit of the said Securities Account but the appointment of proxy pursuant to this
Article 74(1) is subject to the limitations as set in Article 79.
Appointment of multiple proxies
74(2)
Where a Member of the Company is an exempt authorised nominee which holds
ordinary shares in the Company for multiple beneficial owners in one securities
account ("Omnibus Account"), there is no limit to the number of proxies which the
exempt authorised nominee may appoint in respect of each Omnibus Account it
holds in the Company. An exempt authorised nominee refers to an authorised
nominee defined under the Central Depositories Act which is exempted from
compliance with the provisions of subsection 25A(1) of the Central Depositories
Act.
Company No.
830144 I w
FORM 11
Companies Act 1965
ASeetion41(2)
-Vection-26(1*(-2)
Seel-ion-280)
*Section 154 (1)
ASeetion-254-(2)
NOTICE OF RESOLUTION
Qualification and rights of proxy to speak
74(3) (a)
A Member of the Company entitled to attend and vote at a meeting or at a meeting
of any class of members of the Company, shall be entitled to appoint any person as
his proxy to attend and vote instead of the Member at the meeting. There shall be
no restriction as to the qualification of the proxy.
(b)
A proxy appointed to attend and vote at a meeting of the Company shall have the
same rights as the Member to speak at the meeting."
Dated this 14th day June 2012
WONG LEE LOO
Secretary
(MAICSA 7001219)
1.odgcd by
Tcl No.
: UNA Land Iloldings licrhad (8301444')
19-2 Mcrcu LIEM
Jalan Stcscn Sentra, 5
Kuala Lumpur Scntral
50470 Kuala Lumpur
: 03- 2727 6868
2
MEMORANDUM OF ASSOCIATION
OF
I.
The name of the Company is UEM Land Holdings Berhad.
2.
The Registered Office of the Company will be situated in Malaysia.
3.
The objects for which the Company is established are: (1)
To carry on the business of an investment company, and for that purpose to
acquire and hold either in the name of the Company or in that of any
nominee, shares, stocks, debentures, debenture stock, bonds, notes,
obligations, warrants, options and securities issued or guaranteed by any
company wherever incorporated, or private undertaking or any syndicate of
persons constituted or carrying on business in Malaysia or elsewhere, or
issued or guaranteed by any government, sovereign ruler, commissions,
public body or authority in any part of the world, and to exercise all rights
and powers conferred by or incidental to the ownership thereof and in
particular to sell, transfer, exchange or otherwise dispose of the same and
following thereto to exercise and enforce all rights and powers conferred by
or incident to the ownership of any such shares, stocks, obligations or other
securities including without prejudice to the generality of the foregoing all
such powers of veto or control as may be conferred by virtue of the holding
by the Company of some special proportion of the issued or nominal
amount thereof and to provide managerial and other executive supervisory
and consultant services for or in relation to any company in which the
Company is interested upon such terms as may be thought fit.
(2)
To promote, and to acquire all or any of the share or loan capital of any
company wherever incorporated and engaging or proposing to engage in
any activity an interest in which appears likely to be advantageous to the
Company; to provide administrative, financial and other services and
facilities for any company in which this Company is interested, or for any
other persons; and to sell or dispose of the undertaking or any property or
assets of the Company for such consideration as may be thought fit,
including the share or loan capital or other obligations of any body
corporate.
(3)
4.
3
To carry on the business of developers, builders, contractors and subdividers of lands and to erect and construct houses, buildings or works of
every description on any land of the company, or upon and other lands or
property, and to pull down, rebuild, enlarge, alter and improve existing
houses, buildings or works thereon, to convert and appropriate any such
land into and for roads, streets, squares, gardens and pleasure grounds and
other conveniences and generally to deal with and improve the property of
the company.
The Company shall, in addition to the powers implied by law, have the following
powers: (1)
To enter into any contracts in relation to and to erect, construct, maintain,
make, operate, own, alter, repair, pull down and restore either alone or
jointly with any other companies or persons, works of all descriptions
including wharves, docks, piers, railways, tramways, waterways, roads,
bridges, warehouses, factories, mills, engines, machines, railway carriages
and wagons, of every description, gas works, electric works, water works,
drainage and sewerage works, and buildings of every description.
(2)
To hold shares or invest in, and to acquire, lease, promote or sell, and to
manage, conduct, or undertake the business of management or otherwise
howsoever direct the operations of any business, company, corporation,
firm of any other whatsoever enterprise, undertaking or venture, and
generally to undertake any of the business of a holding, investment or
management company.
(3)
To carry or conduct all or any of the business of builders, carpenters,
carriers, contractors, civil electrical, mechanical, mining or general
engineering works, decorators, dredgers, prospectors, job-matters,
quarrymen, quarry proprietors, refiners and smelters, victuallers, agents,
dealers, exporters and importers, merchants, makers or manufacturers for
or in all goods lines matters and things including bricks, furniture, hardware,
lime, metals sands, stone, tiles, timber, terracotta and all other building
requisites, estate house or land agents.
(4)
To alter, construct, equip, operate and own buildings and erections, mills,
offices, boats, ships, vehicles and any other property of all and every
description and type and for all purposes.
(5)
To carry on business as exporters, importers, cultivators, winners,
sawmillers and manufacturers of and dealers and traders in every
description of timber, wood and cane, raw, manufactured or partly
manufactured goods and articles of any description made entirely or partly
of wood, timber or cane or any combination thereof, products and byproducts of any descriptions obtained from wood, timber, cane or other
forest or plant matter or things of any whatsoever description, or resulting
from the handling, manufacture, or processing of wood, timber, cane or
other forest produce, plant matter or things including coal, charcoal, paper,
plastics and other synthetics materials.
4
(6)
To carry on business of manufacturers of and dealers in paper of all kinds,
and articles made from paper or pulp, and materials used in the
manufacture and treatment of paper, including cardboard, railway and other
tickets, mill boards, and wall and ceiling papers and to carry on the business
of stationers, lithographers and publishers.
(7)
To carry on any whatsoever form of business, trade or undertaking whether
as principals, agents, sub-agents or consignee, and to deal in any form of
produce, matter or thing.
(8)
To manage, operate and maintain fuel, oil and petrol pumps, stations and
retail and wholesale agencies and garages, service stations, workshops and
repair shops.
(9)
To obtain, procure, purchase, take on lease or sublease, exchange or
otherwise acquire in any part of the world any concessions, grants, claims,
licences, leases, options, rights or privileges for any mining objects or
purposes or any mines, mining rights or concessions or any metalliferous
lands, gravels or rivers, or any lands of whatsoever tenure of title containing
or supposed to contain tin, precious stones, gold, silver, land, wolfram,
copper, iron, oil, coal, or other valuable products and to explore, work,
exercise, develop or otherwise turn to account, deal with or dispose of any
such concessions, grants, claims, licences, leases, mines, lands, options,
rights or privileges and produce thereof.
(10)
To search for, win, get, work, raise, smelt, calcine, refine, dress,
amalgamate, quarry, reduce, wash, crush and prepare for market,
manipulate and make merchantable, buy, sell and deal in tin, iron and other
metals, minerals and other mineral substances, precious stones and any
other produce of any mines or properties, vegetable and other produce and
material and substances of all kinds, and generally to carry on any
metallurgical operations which may seem conducive to any of the
Company's objects.
(1.1) To construct, maintain, improve, develop, work control, operate and
manage any waterworks, garages, and petrol, oil, fuel and service stations,
gasworks, reservoirs, roads, tramways, electric power, heat and light supply
works, telephone works, motels, guest houses, rest houses, clubs,
restaurants, baths, places of worship, places of amusement, pleasure
grounds, parks, gardens, reading rooms, stores, shops, dairies, and other
works and conveniences which the Company may think directly or indirectly
conducive to these objects, and to contribute or otherwise assist or take
part in the construction, maintenance, development, working, control and
management thereof.
5
(12)
To carry on business as tourist and travel agents and contractors, and to
facilitate tourism and travelling, and to provide for tourists, travellers,
holiday-makers and vacationers, and to promote the provision of all
whatsoever amenities, conveniences and facilities including passages,
tickets, through tickets, circular tickets, sleeping cars and berths, reserved
places, and carriage and transport of all kinds, including the hire of any
form or system of transport.
(13)
To provide hotel and lodging facilities and all other kinds of accommodation,
guides, safe deposits, inquiry bureaus, libraries, baggage transport and
otherwise generally to provide all whatsoever amenities requirements and
services convenient, expedient and necessary for persons touring, travelling,
holding, develop, promote, operate, manage, work and control holiday
resorts and camps, vacation centres and to arrange, organise and manage
tours of all kinds; to arrange, organise and manager, cruises journeys,
tours, travels, trips, voyages and expeditions of all kinds and to promote,
organise and manage amusements, carnivals, cinemas, circuses,
entertainment, exhibitions, expositions, fairs, festivals, playground, theatres,
shows, plays, game competitions, contest, races, sports and recreation of all
kinds and to provide and manage all whatsoever arenas, courses, courts,
fields, gymnasiums, halls, pitches, pools, rings, stadium, tracks and places
thereof.
(14)
To carry business as dealers and general merchants, exporters and
importers, general agents, and brokers, and to buy, sell, manipulate and
deal (both wholesale and retail) in commodities of all kinds which can
conveniently be dealt with by the Company in connection with any of its
objects and to buy, hire, manufacture, sell, deal and trade in all kinds of
merchandise, produce, goods, stores, and to transact any or every
description
of agency,
commission,
commercial
development,
manufacturing, mercantile and financial business.
(15)
To carry on the business of planter, farmers and cultivators of and dealers
in rubber, oil palm, coconut, gutta percha, jelutong gum of description,
latex bearing plants, rice, wheat, oats, cereals and grains of all kinds, sugar,
tea, bananas, coffee, cocoa, spices, pepper, cinchona, cinnamon, tobacco,
gambier, oil palms, cotton flax, fruit trees, potatoes, root or crops, mulberry
and other trees for the production of silk, and all kinds of trees and plants.
(16)
To carry on business as farmers, dairy and poultry farmers and merchants,
graziers, cultivators, storekeepers, printers, newspapers proprietors, cattle
breeders, stockmen, provision, preservers, exporters and importers, brokers
and to transact any and every description of agency, commission,
commercial manufacturing, mercantile and financial business.
(17)
To manufacture, buy, sell, exchange and in any other whatsoever manner
deal with, utilise or turn to account any matter, substance or thing including
(but without prejudice to the generality of the foregoing) bone, copra,
fertiliser, guano, manure, and all agricultural and farm produce.
6
(18)
To purchase, take on lease, hire or otherwise acquire, build, construct,
erect, equip, maintain, repair, adapt, pull down, demolish, reconstruct,
make and manufacture factories, buildings, offices, mills, machinery
engines, plants, tools, implements, carts, vehicles, rolling stocks, dead
stocks, stores, appliances, effects and other works, things and property of
any kind.
(19)
To purchase, hire, sell, deal in, construct, equip, maintain, improve, repair,
and use motor-cars, motor-lorries, motor-cycles, steam cars, steam wagons,
tractors, aeroplanes, air-ships, bicycles, carts, carriages, sailing ships,
barges, boats and other water crafts, ropeways, cableways, high lead lines,
cranes, and all other forms of craft, machine of vehicle, animals or material,
either terrestrially, sub-terraneously, or aerially and all tools and parts
thereof and other things proper to be used in connection therewith.
(20)
To carry on all or any of the business of managers of shipping property,
freight contractors, carriers by land, barge owners, lightermen, stevedores,
forwarding agents, and any other form of transport business, ice merchants,
refrigerating-storekeeper, ware-housemen, wharfingers and general traders.
(21)
To carry on the business of chemists, druggists, drysalters, oil and
colourmen and importers, exporters and manufacturers of and dealers in all
pharmaceutical, medicinal, chemical, industrial, and other preparations,
articles and compounds, (cements, oils, paints, pigments and varnishes,
drug, dye-ware paint and colour grinders, makers of and dealers in
proprietary articles of all kinds and of electrical, chemical, photographical,
surgical and scientific apparatus and materials and to buy, sell,
manufacture, refine, manipulate and deal in all substances, apparatus, and
things capable of being used in any such business as aforesaid or in any
way in connection therewith.
(22)
To apply for purchase or otherwise acquire, use, assign, sell and generally
deal in patents, patent-rights, trade-marks, designs, or other exclusive or
non-exclusive or limited rights or privileges and to use, develop, grant
licenses, and otherwise turn to account the same or any interest thereunder
and at pleasure to dispose of the same in any way.
(23)
To purchase, hire or otherwise acquire any photographic and other
apparatus in connection with cinematograph shows, amusement parks,
exhibition and all kinds of entertainment business.
(24)
To aid, finance, subsidise or assist any company, corporation, association,
firm or individual with capital, credit, means and resources of engaging in or
carrying on any business or transaction which this Company is authorised to
carry on or be engaged in or any business or transaction capable of being
such manner as the Company thinks fit and in particular by mortgage or
charge upon the undertaking or any part of the undertaking of the Company
or upon all or any assets of the Company or by the creation and issue of
debentures or debenture stock (perpetual or terminable) charged as
7
aforesaid or constituting or supported by a floating charge upon present
and future property including uncalled and called unpaid capital.
(25)
To lend and advance money or give credit to any person or company
without security or on such security as the Company shall deem fit and on
such terms as may seem expedient, and to guarantee and give guarantees
and indemnities for the payment of money or the performance of contracts
or obligations by any person or company; to secure or undertake in any way
the repayment of monies lent or advanced to or the liabilities incurred by
any person or company and generally to assist any person or company.
(26)
Subject to the provisions of any laws in force to buy and sell foreign
currency and exchange and to accept money for remittance to all countries
and accept deposit of money on loan at interest or without interest.
(27)
To carry on business as capitalists, financiers, concessionaires, miners and
merchants and to guarantee or become liable for the payment of money or
for the performance of any obligation and to undertake and carry on and
execute all kinds of financial, mining, commercial, trading and other
operations and to carry on any other business which may seem to be
capable of being carried on in connection with any of these objects or be
calculated directly or indirectly to enhance the value of or facilitate the
realisation of or render profitable any of the Company's property or rights.
(28)
To advance, deposit, or lend money, securities and property, to or with such
persons and on such terms as may seem expedient and to discount, buy,
sell bills, notes, warrants, coupons and other negotiable or transferable
securities or documents.
(29)
To transact and carry on all kinds of agency business and in particular to
collect rents and debts and to negotiate loans to find investment and to
issue, shares, stocks, debenture stocks or securities.
(30)
To administer trust estate, and the estates of deceased, bankrupt or
insolvent persons or the property of companies in liquidation or any other
estates liquidation and to undertake the office of trustee, executor,
administrator, assignee, inspector, liquidator, custodian, guardian, treasurer,
or registrar, or any similar office, and to perform and discharge the duties of
any such offer for commission, or other remuneration, or otherwise.
(31)
To appoint any persons (whether incorporated or not) to accept and hold in
trust for the Company any property belonging to the Company, or in which
it is interested and for any other purposes and to execute and do all such
deeds and things as may be requisite in relation to any such trustee or
trustees.
(32)
To promote or assist in the promotion of any company for the purpose of
acquiring the undertaking or all or any of the property and undertaking any
of the liabilities of this Company, or of undertaking any business or
operations which may seem directly or indirectly likely to assist, or benefit
8
this Company, or to enhance the value of any property or business of this
Company, or for any other purpose which may seem directly or indirectly
calculated to benefit this Company, and to place or guarantee the placing
of, underwrite, subscribe, for, or otherwise acquire all or any part of the
shares debenture stock or securities of any such company and to subsidise
or otherwise assist any such company.
(33)
To purchase or otherwise acquire and undertake the whole or any part of
the business, goodwill, assets and liabilities of any person, firm, or company
carrying on or proposing to carry on any business which the Company is
authorised to carry on or engage in or possessed or property suitable for
the purpose of or that may be conducive to the interest of this Company
and in particular so that the consideration may be wholly or partly satisfied
by the allotment of shares, debentures, debenture stock or securities of the
Company.
(34)
To amalgamate, enter into partnership or any arrangement for sharing
profits, union of interests, co-operation, joint adventure, reciprocal
concession, mutual assistance or otherwise with any person, firm or
company, carrying on or engaged in or about to carry on or engage in any
business or transaction which this Company is authorised to carry on or be
engaged in or any business or transaction capable of being conducted so as
directly or indirectly to benefit this Company and to acquire in any manner
whatsoever shares and securities of any such company.
(35)
To subscribe for, take, underwrite, purchase, or otherwise acquire and hold
shares, debentures, debenture stock or other interest in or securities of any
other company having objects altogether or in part similar to those of this
Company, or carrying on any business capable of being conducted so as
directly or indirectly to benefit this Company.
(36)
To purchase, acquire, hold, sell stocks, debentures, debenture stocks,
bonds, obligations and securities issued or guaranteed by any company
constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations and securities issued or
guaranteed by any government, sovereign ruler, commissioners, public body
of supreme authority, municipal, local or otherwise, whether at home or
abroad.
(37)
To invest the moneys of the Company not immediately required upon such
securities and in such manner as may from time to time be determined.
(38)
To sell, improve, manage, develop, lease, mortgage, dispose of, exchange,
turn to account or otherwise deal with all or any part of the property and
rights of the Company.
9
(39)
To sell or dispose of all or any of the undertaking and assets of the
Company for such consideration as the Company may think fit, and in
particular for shares, debentures, debenture stocks or securities of any
company having objects altogether or in part similar to those of this
Company.
(40)
To distribute any property of the Company whether upon a division of
profits or a distribution of assets, among the members in specie or
otherwise.
(41)
To enter into any arrangement with any government or authorities,
municipal, local or otherwise, that may seem conducive to the Company's
objects, or any of them, and to obtain from any such governments or
authority any rights, privileges and concessions which the Company may
think it desirable to obtain, and to carry out, exercise and comply with any
such arrangements, rights, privileges and concessions.
(42)
To carry on any other business whether similar to the foregoing or not
which may seem to the Company capable of being conveniently carried on
in connection with any of the objects of the Company or calculated directly
or indirectly to enhance the value of or render profitable any of the
Company's property or rights.
(43)
To draw, make, accept, endorse, discount, execute, and issue promissory
note, bills of exchange, bills of lading, warrants, debentures and other
negotiable or transferable instruments.
(44)
To borrow or raise money and to ensure the repayment of any money
borrowed, raised or owing in such manner as the Company shall think fit,
and in particular by the issue of the debentures or debenture stock,
perpetual or otherwise, charged upon, and by mortgage, charge, lien,
debentures or debenture stock of and on the whole or any part of the
Company's property or assets (both present or future), including its uncalled
capital, and also by a similar mortgage, charge or lien to secure and
guarantee the performance by the Company of any obligation or liability it
may undertake.
(45)
To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the placing of any
of the shares in or debentures, debenture stock or other securities of the
Company or in or about the promotion, formation, or business of the
Company, or of any other company promoted wholly or in part by this
Company.
(46)
To establish or aid in the establishment of, to contribute to and to support
or guarantee funds, trusts, insurance or pension schemes and to make
payment of gratuities and to make or enter into any other whatsoever
arrangement calculated or likely to benefit any person or persons who are
or have any time been employed by the Company or its predecessors in
business and the dependants or relatives of such person or persons.
10
(47)
To establish and or support or to aid in the establishment and or support of
and to make donations or subscription to or to subsidise any whatever
association, fund, institution, place of worship, school, society or any other
body or partly having or for any objects or purposes whatsoever.
(48)
To make contribution and donations and in any other manner to give aid
assistance and help to any person, firm, company, association, society or
other body or party for any whatsoever object or purpose.
(49)
To issue and allot fully or partly paid shares in the capital of the Company in
payment or part payment for any movable or immovable property
purchased or otherwise acquired by the Company or any services rendered
to the Company.
(50)
To distribute any of the property of the Company among the members in
kind or otherwise but so that no distribution amounting to reduction of
capital shall be made without the sanction required by law.
(51)
To take or hold mortgages, liens and charges to secure payment of the
purchase price, or any unpaid balance of the purchase price, of any part of
the Company's property of whatsoever kind sold by the Company, or any
money due to the Company from purchasers and others.
(52)
To vest any property real or personal, movable or immovable and rights or
interest acquired by or belonging to the Company in any person or company
on behalf of or for the benefit of the Company and with or without any
declared trust in favour of the Company.
(53)
To issue, place or sell, buy or otherwise acquire, hold or otherwise deal in
stocks, shares, bonds, warrants, debentures and securities of all kinds, and
to give any guarantee of all kinds, and to give any guarantee or security in
relation thereto or otherwise in connection with any stocks, shares, bonds,
warrants, debentures or securities.
(54)
To carry out all or any of the objects of the Company and do all or any of
the above things in any part of the world and either as principal, agent,
contractor, or otherwise, and by or through trustees or agents or otherwise,
and either alone or in conjunction with others.
(55)
To do all such other things as are incidental or conductive to the attainment
of the objects and the exercise of the powers of the Company.
And it is hereby declared that the word "company" in this clause except where used in
reference to this Company shall be deemed to include any partnership or other body of
persons whether incorporated or unincorporated, and whether domiciled in Malaysia or
elsewhere, and further that the objects specified in each paragraph of this clause shall be
regarded as independent objects and accordingly shall, except where otherwise expressed
in any paragraph, be in no way limited or restricted by reference to, or inference from the
terms of any other paragraph or the name of the Company but may be carried out in as
11
full and ample a manner and construed just as wide a sense as if the said paragraph
defined the objects of a separate distinct and independent company.
5.
The liability of the members is limited.
6.
The authorised capital of the Company is RM3,517,000,000 (Ringgit Malaysia:
Three Billion Five Hundred and Seventeen Million only) divided into 7,000,000,000
ordinary shares of RM0.50 each, 200,000,000 mandatory redeemable convertible
preference shares of RM0.01 each and 1,500,000,000 redeemable convertible
preference shares of RM0.01 each. The shares in the original or any increased
capital may be divided into several classes and there may be attached thereto
respectively any preferential, deferred or other special rights, privileges, conditions
or restrictions as to dividends, capital, voting rights or otherwise.
7.
Subject always to the respective rights, terms and conditions mentioned in Clause 6
hereof the Company shall have power to increase or reduce the capital, to
consolidate or sub-divide the shares into shares of larger or smaller amounts and to
issue all or any part of the original or any additional capital as fully paid or partly
paid shares, and with any special or preferential rights, privileges or subject to any
special terms or conditions and either with or without any special designation, and
also from time to time to alter, modify, commute, abrogate or deal with any such
rights, privileges, terms, conditions or designations in accordance with the
regulations for the time being of the Company.
12
We, the several persons whose names and addresses are subscribed hereto, are desirous
of being formed into a company in pursuance of this Memorandum of Association, and we
respectively agree to take the number of shares in the capital of the Company set opposite
to our respective names.
Names, Addresses and
Descriptions of Subscribers
Number of Shares taken
by each Subscriber
MOHD ZAKIR OMAR
No. 41, Jalan Nova U5/82
Subang Bistari
Bandar Pinggiran Subang
40150 Shah Alam
Selangor
LC. No. : 700313-02-5573
Occupation: Director, Finance, Corporate
Affairs & Investment
TWO (2)
ORDINARY SHARES
AZMY MAHBOT
No. 22, Jalan Seri Putra 3/6
Bandar Seri Putra
43000 Kajang
Selangor
LC. No. : 750614-04-5151
Occupation: Deputy General Manager
TWO (2)
ORDINARY SHARES
Signatures
FOUR (4) ORDINARY SHARES
Dated this 19th day of August, 2008
Witness to the above signatures:MOHD NOR AZAM MOHD SALLEH
(MAICSA 7028137)
Company Secretary
NRIC No. 741217-14-5103
14D, Lorong Kancil, Kiang Gate
Hulu Kelang, 53100 Kuala Lumpur
These are the Memorandum of Association as adopted by the Special Resolution
passed on 22 December 2010 in substitution for and to the exclusion of all
existing Articles of Association of the Company.
Lodged by
UEM Land Holdings Berhad Berhad (No. 830144-W)
19-2 Mercu UEM
Jalan Stesen Sentral 5, Kuala Lumpur Sentral
50470 Kuala Lumpur
Tel No.
03-2727 6868
ARTICLES OF ASSOCIATION
OF
TABLE "A"
1.
The regulations in the Fourth Schedule to the Companies Act, 1965 shall not apply
to the Company except in so far as the same are repeated or contained in these
Articles.
INTERPRETATION
2.
In these Articles the words standing in the first column of the Table next
hereinafter contained shall bear the meanings set opposite to them respectively in
the second column thereof, if not inconsistent with the subject or context:
"Act"
The Companies Act, 1965, as the same may be amended or
re-enacted from time to time.
"Articles"
The articles of association set out herein, as the same may
be amended by special resolution from time to time with the
written consent of the Exchange and any other Exchange on
which the shares of the Company may be listed at the time.
"Auditors"
The auditors of the Company for the time being.
"Central Depositories Act"
Securities Industry (Central Depositories) Act, 1991 or any
statutory modification, amendment or re-enactment thereof
for the time being in force.
"Chairman"
The Chairman of the Board of Directors.
"Company"
UEM LAND HOLDINGS BERHAD or such other names to
which it may be changed from time to time.
"Consideration RCPS"
New RCPS to be issued at an issue price of RM1.00 each
pursuant to the Offer.
"Conversion Shares"
New ordinary shares of RM0.50 each in the Company to be
issued upon conversion of the Consideration RCPS.
2
"Depositor"
A holder of Securities Account established by the Depository.
"Depository"
Bursa Malaysia Depository Sdn. Bhd. (165570-W).
"Deposited Security"
Shall have the same meaning given in Section 2 of the
Central Depositories Act.
"Dividend"
Includes bonus.
"Directors"
The Directors for time being of the Company as a body or a
quorum of the Directors present at a meeting of the Directors
and includes their respective alternates.
"Exchange"
Bursa Malaysia Securities Berhad.
"In writing"
Written, printed or lithographed or visibly expressed in all or
any of these or any other modes of representing or
reproducing words including transmittal by telex or telefax.
"Listing Requirements"
Listing Requirements of the Exchange including any
amendment to the Listing Requirements that may be made
from time to time.
"Market Day"
Any day between Monday and Friday which is not a market
holiday of the Exchange or Public Holiday.
"MCRPS"
Mandatory convertible redeemable preference shares of
RM0.01 each to be issued by the Company.
"Member"
Includes a depositor who shall be treated as if were a
member pursuant to Section 35 of the Central Depositories
Act but excludes the Depository in its capacity as a bare
trustee.
"Month"
Calendar month.
"Offer"
Conditional take-over offer by the Company to acquire the
ordinary shares of RM1.00 each in Sunrise Berhad (excluding
treasury shares) not already owned by the Company ("Offer
Shares") from the holders of the Offer Shares in accordance
with the terms and conditions of the offer document dated 25
November 2010.
"Office"
The registered office of the Company for the time being.
"RCPS"
Redeemable convertible preference shares of RM0.01 each in
the Company.
3
"Record of Depositors"
A record provided by the Depository to the Company under
Chapter 24 of the Rules of the Depository.
"Register"
The register of members to be kept pursuant to the Act.
"Rules of the
Depository"
Shall have the same meaning given in Section 2 of the
Central Depositories Act.
"Seal"
The Common Seal of the Company.
"Secretary"
The Secretary or Joint Secretaries or any one of the Joint
Secretaries of the Company appointed by the Directors under
these Articles and shall include an assistant or Deputy
Secretary, and any person appointed by the Board to perform
any of the duties of the Secretary.
"Securities"
Debentures, Stocks and Shares of the Company and includes
any right or option in respect thereof.
"Securities Account"
An account established by the Depository for a Depositor for
the recording of deposit of securities and for dealings in such
securities by the Depositor.
"Share Seal"
The seal of the Company which is adopted from time to time
by the Board of Directors specifically to be affixed onto share
certificates issued by the Company pursuant to these Articles.
Words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine and neuter gender.
Words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in these Articles shall be
interpreted in accordance with the provisions of the Interpretation Act 1967 and of the Act
as in force at the date at which these Articles become binding on the Company.
SHARE CAPITAL AND VARIATION OF RIGHTS
Share Capital
3.
The authorised capital of the Company is RM3,517,000,000 (Ringgit Malaysia:
Three Billion Five Hundred and Seventeen Million only) divided into 7,000,000,000
ordinary shares of RM0.50 each, 200,000,000 mandatory redeemable convertible
preference shares of RM0.01 each and 1,500,000,000 RCPS. The Company shall
have power to issue shares with special rights.
4.
4
Without prejudice to any special rights previously conferred on the holders of any
existing shares but subject to the Act and to these Articles, shares in the Company
may be issued by the Directors and any such shares may be issued with such
preferred, deferred or other special rights or such restrictions, whether in regard to
dividend, voting, return of capital, or otherwise as the Directors, subject to any
ordinary resolution of the Company, may determine.
Allotment of Shares
5.
Without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, and subject to the provisions of these Articles
and the Act and to the provisions of any resolution of the Company, shares in the
Company may be issued by the Directors, who may allot, or otherwise dispose of
such shares to such persons, on such terms and conditions, with such preferred,
deferred or other special rights, and subject to such restrictions and at such times
as the Directors may determine but the Directors in making any issue of shares
shall comply with the following conditions: (a)
no shares shall be issued at a discount except in compliance with the
provisions of Section 59 of the Act;
(b)
in the case of shares offered to the public for subscription the amount
payable on application on each share shall not be less than five per centum
(5%) of the nominal amount of the share;
(c)
in the case of shares, other than ordinary shares, no special rights shall be
attached until the same have been expressed in these Articles and in the
resolution creating the same;
(d)
no issue of shares shall be made which will have the effect of transferring a
controlling interest in the Company to any person, company or syndicate
without the prior approval of the Members of the Company in general
meeting;
(e)
every issue of shares or options to employees and/or Directors of the
Company shall be approved by the Members in general meeting and no
Directors shall participate in such issue of shares or options unless:(1)
the Members in general meeting have approved of the specific
allotment to be made to such Directors; and
(ii)
he holds office in the Company in an executive capacity PROVIDED
ALWAYS that a Director not holding office in an executive capacity
may so participate in an issue of shares pursuant to a public issue or
public offer.
5
Issue of new shares to Members
6.
Subject to any direction to the contrary that may be given by the Company in a
general meeting, all new shares or other convertible securities shall, before issue,
be offered to such persons as at the date of the offer are entitled to receive notices
from the Company of the general meetings in proportion as nearly as the
circumstances admit, to the amount of the existing shares or securities to which
they are entitled. The offer shall be made by notice specifying the number of shares
or securities offered, and limiting a time within which the offer, if not accepted, will
be deemed to be declined, and, after the expiration of that time or on receipt of an
intimation from the person to whom the offer is made that he declines to accept
the shares or securities offered, the Directors may dispose those shares or
securities in such manner as they think most beneficial to the Company. The
Directors may likewise also dispose any new shares or security which (by reason of
the ratio which the new shares or security bear to shares or securities held by
persons entitled to an offer of new shares or securities) cannot, in the opinion of
the Directors, be conveniently offered under this Article.
Shares buy back
7.
(a)
Subject to and in accordance with the Act and the rules, regulations, orders
and guidelines issued by the Exchange and any other relevant authority
from time to time, the Company shall be entitled at any time and from time
to time and on any terms it deems fit, purchase and/or acquire its own
shares.
(b)
Any shares in the Company so purchased by the Company shall be dealt
with in accordance with the Act and the rules, regulations, orders and
guidelines issued by the Exchange and any other relevant authority from
time to time.
Rights of Preference Shareholders
8.
Subject to the Act, any preference shares may with the sanction of an Ordinary
Resolution, be issued on the terms that they are, or at the option of the Company
are liable, to be redeemed and the Company shall not issue preference shares
ranking in priority over preference shares already issued, but may issue preference
shares ranking equally therewith.
9.
The Company shall have power to issue preference shares carrying a right to
redemption out of profits or liable to be redeemed at the option of the Company
and the Directors may, subject to the provisions of the Act, redeem such shares on
such terms and in such manner and either at par or at a premium as they may
think fit.
10.
Preference shareholders shall have the same rights as ordinary shareholders as
regards receiving notices, reports and audited accounts, and attending general
meetings of the Company.
6
The holder of a preference share shall be entitled to a right to vote in each of the
following circumstances: (a)
when the dividend or part of the dividend on the share is in arrears for
more than six (6) months;
(b)
on a proposal to reduce the Company's share capital;
(c)
on a proposal for the disposal of the whole of the Company's property,
business and undertaking;
(d)
on a proposal that affects rights attached to the share;
(e)
on a proposal to wind up the Company; and
(f)
during the winding-up of the Company.
Repayment of Preference Capital
11.
Notwithstanding Article 10 hereof the repayment of preference share capital
other than redeemable preference shares or any alteration of preference
shareholders' rights, shall only be made pursuant to a special resolution of the
preference shareholders concerned PROVIDED ALWAYS that where the necessary
majority for such a special resolution is not obtained at the meeting, consent in
writing obtained from the holders of three-fourths of the preference shares
concerned within two (2) months of the meeting, shall be as valid and effectual
as a special resolution carried at the meeting.
Modification of class rights
12.
If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the
shares of that class) may, whether or not the Company is being wound up, be
varied with the consent in writing of the holders of three-fourths of the issued
shares of that class, or with the sanction of a special resolution passed at a
separate general meeting of the holders of the shares of that class. To every such
separate general meetings the provisions of these Articles relating to general
meetings shall mutatis mutandis apply, but so that the necessary quorum shall be
two (2) persons at least holding or representing by proxy, one-third of the issued
shares of the class and that any holders of shares of the class present in person or
by proxy may demand a poll. To every such special resolution the provisions of
Section 152 of the Act shall, with such adaptations as are necessary apply.
Ranking of class rights
13.
The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further share ranking as regards participations in the profits or assets of
the Company in some or in all respects pan' passu therewith.
7
Commission on subscriptions of shares
14.
The Company may exercise the powers of paying commissions conferred by the
Act, provided that the rate per cent or the amount of the commission paid or
agreed to be paid shall be disclosed in the manner required by the Act and the
commission shall not exceed the rate of ten per cent (10 0/0) of the price at which
the shares in respect whereof the same is paid are issued or an amount equal to
ten per cent (10%) of that price (as the case may be). Such commission may be
satisfied by the payment of cash or the allotment of fully or partly paid shares or
partly in one way and partly in the other. The Company may also on any issue of
shares pay such brokerage as may be lawful.
Interest on share capital during construction
15.
Where any shares are issued for the purpose of raising money to defray the
expenses of the construction of any works or buildings or the provisions of any
plant which cannot be made profitable for a long period the Company may pay
interest on so much of such share capital as is for the time being paid up for the
period and subject to the conditions and restriction mentioned in Section 69 of the
Act and may charge the same to capital as part of the cost of construction of the
works or buildings or the provisions of the plant.
Trust not to be recognized
16.
Except as required by law, and as provided under the Rules of the Depository, no
person, shall be recognized by the Company as holding any share upon any trust,
and the Company shall not be bound by or be compelled in any way to recognize
(even when having notice thereof) any equitable, contingent, future, or partial
interest in any share or unit of share or (except only as by these Articles, the Rules
of the Depository or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered holder.
MCRPS
Terms of The MCRPS
16A.
The MCRPS issued by the Company shall confer on the holders thereof the
following rights and privileges and be subject to the following terms:Issuer
: The Company
Issue price
: RM1.00 per MCRPS
Par value
: RM0.01 per MCRPS
8
Voting Rights
: The MCRPS shall carry no right to vote at any general
meeting of the Company except with regard to:
•
any proposal to wind-up the Company;
•
during the winding-up of the Company;
•
on any proposal that affects the rights of the MCRPS
holders;
•
on a proposal to reduce the Company's share capital;
•
on a proposal for the disposal of the whole of the
Company's property, business and undertaking; or
•
when the dividend or part of the dividend on the
MCRPS is in arrears for more than 6 months.
In any such case, the MCRPS holders shall be entitled to vote
together with the holders of ordinary shares and to 1 vote for
each MCRPS held
Ranking
Save for the Voting Rights (as set out above), the MCRPS
shall rank equal in all respects amongst all MCRPS and the
ordinary shares of the Company
Tenure
5 years commencing from and inclusive of the date of issue
Maturity Date
Market Day immediately before the 5 th anniversary of the
date of issue. "Market Day" means a day on which the stock
market of Bursa Securities is open for trading in securities
Dividend
: Any dividends to be paid to holders of the MCRPS must be
decided at the discretion of the Directors of the Company,
save that dividends on the MCRPS must be paid if dividends
are paid on the ordinary shares of the Company
Dividend rate
: A dividend per MCRPS payable to MCRPS holders shall be
computed as follows:
Dividend per ordinary share declared/payable by the
Company x Issue Price
Conversion Price
Dividend date
Dividends on the MCRPS shall be payable on the date
dividends are paid on the then existing ordinary shares in the
Company
Conversion
Price
RM2.21 per ordinary share in the Company
9
Conversion
period
: •
The MCRPS will not be convertible from the date of
issue until the end of year 3 from the date of issue
•
Commencing after the end of year 3 from the date of
issue until the maturity date, the MCRPS is convertible
into ordinary shares of the Company at the Conversion
Price
Mandatory conversion of all outstanding MCRPS held by
MCRPS holders by the Company at Maturity Date
Mode
conversion
of : The MCRPS are convertible into new Company shares during
the Conversion Period with the following mode of conversion:
(i)
By tendering 1 MCRPS with cash subscription of
RM1.21 per MCRPS for every 1 new ordinary share in
Company; or
(ii)
By tendering such amount of MCRPS that are equal to
the Conversion Price for every new ordinary shares in
Company computed , as follows:
No. of new
ordinary shares in
Company
=
Issue Price x No. of
MCRPS
Conversion Price
All outstanding MCRPS as at Maturity Date shall be
mandatory converted into new ordinary shares in Company
as follows:
No. of new
ordinary shares in
Company
=
Issue Price x No. of
MCRPS
Conversion Price
Fraction of new Company shares arising from the conversion
shall be dealt with at the discretion of the Directors of the
Corn pany.
Redemption at : •
Issuer's option
The MCRPS is redeemable at the option of the
Company in whole but not in part after the end of year
3 from the date of issue until the Maturity Date, by
serving a 1 month prior written notice to the MCRPS
holders
•
The redemption value shall be equivalent to 8% yield
to maturity at redemption date, after taking into
account any dividend paid, compounded on a yearly
basis, on the MCRPS up to the redemption date
10
Adjustment to
Conversion
Price and right
of conversion
: The Conversion Price and/or number of ordinary shares in
the Company to be issued arising from conversion of the
MCRPS will be adjusted, at the determination of the
Company, in all or any of the following cases:
(i)
an alteration of the par value of ordinary shares in the
Company by reason of consolidation or subdivision;
(ii)
a bonus issue of fully paid-up ordinary shares by the
Company;
(iii)
a capital distribution or repayment to shareholders
made by the Company whether on a reduction of
capital or otherwise, but excluding any cancellation of
capital which is lost or unrepresented by assets;
(iv)
a rights issue of ordinary shares or warrants by the
Company;
(v)
capitalisation of the reserves of the Company; or
(vi)
any other circumstances that are deemed necessary.
Under no circumstances will any adjustment result in the
Conversion Price falling below the par value of ordinary
shares in the Company for the time being. No adjustment to
the Conversion Price and/or number of ordinary shares in the
Company to be issued arising from conversion of the MCRPS
shall be made unless it has been certified by a merchant
bank, universal broker or an auditor
Listing
: •
The MCRPS will be listed on the Main Board of Bursa
Securities (subject to meeting the Bursa Securities
requirement of not less than 100 holders of such
securities holding not less than 1 board lot each)
•
The new ordinary shares in the Company to be issued
upon conversion of the MCRPS will be listed on the
Main Board of Bursa Securities,
subject to completion of the proposed listing of Company on
the Main Board of Bursa Securities
Status
: In the event of a winding-up/liquidation of the Company,
unless previously converted, all MCRPS will be converted by
the Company into new ordinary shares at the Conversion
Price
11
of : The new ordinary shares in Company to be issued arising
Ranking
shares
from conversion of the MCRPS shall, upon allotment and
new
issue, rank equal in all respects with the then existing
from
ordinary shares in Company except that they will not be
conversion
entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is before the date
of allotment of the new ordinary shares in Company
Governing law : Malaysian Law
RCPS
16B.
The terms of the RCPS are set out below with the exception to replace the word
"ULHB" with "the Company" whenever it appears.
Form and
Denomination
: The RCPS shall be issued in registered form and constituted by
the Memorandum and Articles of Association of ULHB.
Issue Price
:
Nominal Value
: RM0.01 per RCPS.
Tenure
: 24 months from and including the issue date of the first tranche
of Consideration RCPS under the Offer ("Issue Date").
Maturity Date
: The RCPS shall mature on the market day immediately before
the 2nd anniversary of the Issue Date.
Dividend
: Nil.
Redemption Price
and Redemption
Period
: The RCPS can be redeemed at the option of the RCPS holders at
RM1.00 each on the Maturity Date, by serving at least 1 month
notice to ULHB prior to the Maturity Date.
gml.o.o
per RCPS.
Any outstanding RCPS which are not redeemed shall be
mandatorily converted into new Conversion Shares on the
Maturity Date based on the Non-Cash Conversion Method (as
defined below).
12
Conversion Rights . The RCPS can be converted, at the option of the RCPS holders,
into new Conversion Shares at any point in time after the Issue
Date but before the Maturity Date with the following modes of
conversion:
(I)
by tendering 1 RCPS with cash subscription of RM1.30 per
RCPS for 1 new Conversion Share ("Cash Conversion
Method"); or
(ii) by tendering such amount of RCPS that are equal to the
Conversion Price for 1 new Conversion Share ("Non-Cash
Conversion Method") computed as follows:
No. of new Conversion
Shares
Issue Price x no. of RCPS
Conversion Price
Conversion Price
The conversion price of the RCPS is RM2.30 each.
Fractional
Entitlements to
Conversion Shares
Fractional entitlements to the Conversion Shares pursuant to the
conversion of RCPS under the Non-Cash Conversion Method will
be dealt with in such manner as ULHB's Board shall in their
absolute discretion deem expedient and/or to be in the best
interests of ULHB.
Adjustment to
Conversion Price
and Right of
Conversion
In accordance with the provisions of the Memorandum and
Articles of Association of ULHB, the Conversion Price and/or
number of Conversion Shares will be adjusted, at the
determination of ULHB, in all or any of the following cases:
(i)
an alteration of the par value of ordinary shares in ULHB by
reason of consolidation or subdivision;
(ii)
a bonus issue of fully or partly paid-up ordinary shares by
ULHB;
(iii) a capital distribution or repayment to ordinary shareholders
made by ULHB whether on a reduction of capital or
otherwise, but excluding any cancellation of capital which is
lost or unrepresented by assets;
(iv) a rights issue of ordinary shares or warrants by ULHB;
(v)
capitalisation of the reserves of ULHB; or
(vi) any other circumstances that are deemed necessary,
including any payment of special dividends by ULHB.
13
Under no circumstances will any adjustment result in the
Conversion Price falling below the par value of ordinary shares in
ULHB for the time being. No adjustment to the Conversion Price
and/or number of Conversion Shares shall be made unless it has
been certified by a merchant bank, universal broker or an
auditor.
Listing
:
The RCPS will not be listed on any stock exchange.
Ranking of the
RCPS
:
The RCPS shall rank pari passu amongst themselves. Other than
pursuant to redemption of the RCPS in accordance with these
terms, on a winding-up or upon a reduction of capital or other
return of capital:
(I
)
the RCPS shall confer on the holders thereof the right to
receive, in priority to the holders of any other class of
shares (except for the MCRPS) in ULHB, cash repayment at
the Issue Price of that RCPS; and
(ii) the RCPS shall not confer on the holders thereof the right
to participate in any surplus capital or surplus profits.
Voting Rights of
the RCPS
:
The RCPS shall carry no right to vote at any general meeting of
ULHB except with regard to:
(i)
any proposal to wind-up ULHB;
(ii)
during the winding-up of ULHB;
(iii) any proposal that affects the rights of the RCPS holders;
(iv) any proposal to reduce ULHB's ordinary share capital; or
(v)
any proposal for the disposal of the whole of ULHB's
property, business and undertaking.
Ranking of the
Conversion Shares
:
The Conversion Shares shall, upon issue and allotment, rank pari
passu in all respects with the then existing ULHB Shares, save
and except that the holders of such Conversion Shares shall not
be entitled to any dividend, right, allotment and/or distribution,
the entitlement date of which is prior to the date of allotment of
such Conversion Shares.
Listing Status of
the Conversion
Shares
:
The Conversion Shares will be listed on the Main Market of
Bursa Securities.
Governing Law
: Laws of Malaysia.
14
CERTIFICATE
Certificates
17. (1) Subject to the provisions of the Act, the Central Depositories Act, the Rules of
the Depository and the Listing Requirements: (a) Where any new shares (except for the shares which will not be listed in the
Exchange) are issued by the Company (whether by way of bonus issue,
rights issue, conversion of debt securities, exercise of any rights or options
or otherwise), the Company shall notify the Depository of the name of the
allottees or entitled persons and all such other information as may be
required by the Depository (whether under the Rules of the Depository, by
virtue of the Central Depositories Act or otherwise) to enable the Depository
to make the appropriate entries in the securities accounts of the relevant
allottees or entitled persons and the Company shall deliver the appropriate
share certificates or jumbo certificates registered in the name of the
Depository or its nominee company in respect of such shares, to the
Depository;
(b) The Company shall make application for quotation of such shares and allot
all such shares and despatch notices of allotment to the allottees or entitled
person in the manner, within the time period prescribed and in accordance
with the provisions of the Rules of the Depository, the Central Depositories
Act, and the Listing Requirements; and
(c) No share certificates will be issued to all such allottees or entitled persons
save and except for the shares other than the Deposited Security.
PROVIDED ALWAYS that every such certificate to be issued in the name of
the Depository or its nominee company in respect of the Deposited Security
shall be issued under the Seal in such form as the Directors shall from time
to time prescribe and shall bear signatures or facsimile signatures of a
Director and shall be countersigned by the Secretary or by a second Director
or by some other person appointed by the Directors, and shall specify the
number and class of shares or securities to which it relates and the amounts
paid thereon.
(2) (a) The certificates for any shares other than the Deposited Security shall be
issued under the Seal with such signatures affixed by means of some
method or system of mechanical signature.
(b) Subject to the provisions of the Act, any member shall be entitled to receive
a share certificate for the shares other than the Deposited Security for his
holding, and that share certificates shall be despatched within ten (10)
market days after allotment or fifteen (15) market days after lodgement of
transfer, specifying such shares, allotted or transferred to a person and the
amount paid up thereon, provided that (in respect of securities that are not
prescribed securities) the Company shall not be bound to issue more than
one (1) such certificate. If such member shall require more than one (1)
15
such certificate, he shall pay such fee as the Directors may from time to
time determine and which the Company may be permitted to charge by law
plus any stamp duty levied by the Government of Malaysia from time to
time.
18. (1) If any share certificate or jumbo certificate issued pursuant to these Articles in
respect of the Deposited Security shall be defaced, worn out, destroyed, lost or
stolen, it may be renewed on such evidence being produced and a letter of
indemnity (if required) being given by the Depository or its nominee company.
(2)
Subject to the provisions of the Act, if any share certificate for the shares other
than the Deposited Security shall be defaced, worn out, destroyed, lost or stolen,
it may be renewed on such evidence being produced and a letter of indemnity (if
required) being given by the shareholder, transferee, person entitled, purchaser
or on behalf of its/their client(s) as the Directors of the Company shall require
and (in case of defacement or wearing out) on delivery up of the old certificate,
and in any case on payment of such sum not exceeding Ringgit Malaysia ten
(RM10.00) or such sum as the Directors may from time to time require. In the
case of destruction, loss or theft a shareholder or person entitled to whom such
renewed certificate is given shall also bear the loss and pay to the Company all
expenses incidental to the investigations by the Company of the evidence of
such destruction, loss or theft.
(3)
Share certificates in respect of any preference share which have been converted
into ordinary share of the Company shall be deemed to have been cancelled
upon conversion of such preference share into ordinary share.
LIEN
Company's lien on shares
19.
The Company's lien on shares and dividends from time to time declared in respect
of such shares, shall be restricted to unpaid calls and instalments upon the specific
shares in respect of which such moneys are due and unpaid, and to such amounts
as the Company may be called upon by law to pay and has paid in respect of the
shares of the Member or deceased Member, but the Directors may at any time
declare any share to be wholly or in part exempt from the provisions of this Article.
Lien may be enforced by sale of shares
20.
The Company may sell, in such manner as the Directors think fit, any shares on
which the Company has a lien, but no sale shall be made unless a sum in respect of
which the lien exist is presently payable, nor until the expiration of fourteen (14)
days after a notice in writing stating and demanding payment of such part for the
time being of the share or the person entitled thereto by reason of his death or
bankruptcy.
16
Directors may effect transfer
21.
To give effect to any such sale the Directors may authorize some person to transfer
the share sold to the purchaser thereof. The Purchaser shall be registered as the
holder of the shares comprised in any such transfer and he shall not be bound to
see to the application of the purchase money, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to the sale
and the remedy of the holders of such share or of any person claiming under or
through him in respect of any alleged irregularity or invalidity shall be against the
Company.
Application of sale proceeds
22.
Upon any sale being made by any of the Directors of any share to satisfy the lien of
the Company thereon, the proceeds shall be applied first, in the payment of all
costs of such sale, next, in satisfaction of the debt, obligation, engagement or
liability to the Member to the Company, and the residue, if any, shall be paid to the
Member or his executors, administrators or assignees as he shall direct.
Directors may make calls
23.
CALLS ON SHARES
. .
The Directors may from time to time make calls upon the Members in respect of
any money unpaid on their shares (whether on account of the nominal value of the
shares or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times, provided that no call shall be payable at less than one (1)
month from the date fixed for the payment of the last preceding call, and each
Member shall (subject to receiving at least fourteen (14) days notice specifying the
time or times and place of payment) pay to the Company at the time or times and
place so specified the amount called on his shares. A call may be revoked or
postponed as the Directors may determine.
When call deemed made
24.
A call shall be deemed to have been made at the time when the resolution of the
Directors authorising the call was passed and may be paid by instalments. No
shareholder shall be entitled to receive any dividend or to exercise any privilege as
a Member until he shall have paid all calls for the time being due and payable on
every share by him together with interest and expenses (if any).
Interest on unpaid calls
25.
If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the
sum from the day appointed for payment thereof to the time of actual payment at
such rate not exceeding ten per cent (10%) per annum as the Directors may
determine, but the Directors shall be at liberty to waive payment of the interest
wholly or in part.
17
Sums payable on allotment
26.
Any sum which by the terms of issue of a share payable on allotment or any fixed
date, whether on account of the nominal value of the share or by way of premium,
shall for the purposes of these Articles be deemed to be a call duly made and
payable on the date on which by the terms of issue the same becomes payable,
and in case of non-payment all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply as if the sum
had become payable by virtue of a call duly made and notified.
Difference in calls
27.
The Directors may, on the issue of shares, differentiate between the holders as to
the amount of calls or instalments to be paid and the times of payment of such
calls or instalments.
Calls may be paid in advance
28.
The Directors may, if they think fit, receive from any Member willing to advance the
same all or any part of the money uncalled and unpaid upon any shares held by
him, and upon all or any part of the money so advanced may (until the same
would, but for the advance, become payable) pay interest at such rate not
exceeding (unless the Company in general meeting shall otherwise direct) ten per
cent (10%) per annum as may be agreed upon between the Director and the
Member paying the sum in advance. Such capital paid on shares in advances of
calls shall not, whilst carrying interest, confer a right to participate in profits.
Except in liquidation, sums paid in advance of calls shall not, until the same would
but for such advance have become payable, be treated as paid up on the shares in
respect of which they have been paid.
INFORMATION OF SHAREHOLDING
Company may give notice
29.
(1)
The Company may by notice in writing require any Member of the Company
within such reasonable time as is specified in the notice:
(a)
to inform the Company whether he holds any voting shares in the
Company as beneficial owner or as trustee or nominee; and
(b)
(2)
if he holds them as trustee or nominee to indicate so far as he can
the persons for whom he holds them by name and by other
particulars sufficient to enable those persons to be identified and the
nature of their interest.
Where the Company is informed in pursuance of a notice given to any
person under sub-article (1) hereof or under this sub-article that any other
person has an interest in any of the voting shares in the Company, the
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Company may by notice in writing require that other person within such
reasonable time as is specified in the notice:
(a)
to inform if whether he holds that interest as beneficial owner or as
trustee or nominee; and
(b)
if he holds it as trustee or nominee, to indicate so far as he can the
persons for whom he holds it by name and by other particulars
sufficient to enable them to be identified and the nature of their
interest.
Member to inform Company
(3)
The Company may by notice in writing require a Member of the Company to
inform it, within such reasonable time as is specified in the notice, whether
any of the voting rights carried by any voting shares in the Company held
by him are the subject of an agreement or arrangement under which
another person is entitled to control his exercise of those rights and if so, to
give particulars of the agreement or arrangement and the parties to it.
TRANSFER OF SHARES
30.
(1)
The transfer of shares of the Company being Deposited Security shall be by
way of book entry by the Depository in accordance with the Rules of the
Depository and, notwithstanding Sections 103 and 104 of the Act, but
subject to subsection 107C(2) of the Act and any exemption that may be
made from compliance with subsection 107C(1) of the Act, the Company
shall be precluded from registering and effecting any transfer of the
Deposited Security.
(2)
(a)
Subject to the restrictions of these Articles, all shares other than
Deposited Security shall be transferable but every transfer shall be in
writing in the usual common form pursuant to the Act or in such
other forms as the Directors shall from time to time approve, and
shall be submitted to the registered office of the Company or its
agent accompanied by the certificate of the unlisted shares to be
transferred and such other evidence (if any) as the Directors may
reasonably require to show the right of the transferor to make the
transfer.
(b)
The instrument of transfer of any such shares shall be executed by
or on behalf of the transferor, and the transferor shall be deemed to
remain the holder of such share until the name of the transferee is
entered in the register of members in respect thereof.
(c)
The Directors may, in their discretion, and without assigning any
reason thereof, refuse to register a transfer of such share in the
Company to any person of whom they do not approve, and they
may also refuse to register a transfer of any unlisted share in the
19
Company on which the Company has lien. If the Directors refuse to
register a transfer, they shall within one month after the date on
which the transfer was lodged with the Company send to the
transferee notice of the refusal in accordance with Section 105 of
the Act.
(d)
The Company or its agent shall be entitled to charge a fee not
exceeding Ringgit Malaysia ten (RM10.00) on the registration of
every transfer in respect of the shares other than the Deposited
Securities.
(e)
The transfer books and register of the shares other than the
Deposited Securities may be suspended at such times and for such
periods as the Directors may from time to time determine, provided
always that such registration shall not be suspended for more than
thirty (30) days in any year.
TRANSMISSION OF SHARES
Death of Member
31.
Subject to the Act, the Central Depositories Act and the Rules of the Depository, in
the case of the death of a Member, the executors or administrators of the
deceased shall be the only person recognised by the Company as having any title
to his interest in the shares; but nothing herein contained shall release the estate
of a deceased from any liability in respect of any shares which had been held by
him.
Share of deceased or bankrupt Member
32.
Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member may, upon such evidence being produced as may from
time to time properly be required by the Directors or the Depository and subject as
hereinafter provided, elect either to be registered himself as holder of the share or
to have some person nominated by him registered as the transferee thereof, but
the Depository shall in either case have the same right to decline or suspend
registration as they would have had in case of a transfer of the share by that
Member before his death or bankruptcy. Provided always that where the share is a
Deposited Security, subject to the Rules of the Depository, a transfer of the share
may be carried out by the person becoming so entitled.
Notice of election
33.
If the person so becoming entitled elects to be registered himself, he shall deliver
or send to the Company a notice in writing signed by him stating that he so elects
provided that where the share is a Deposited Security and the person becoming
entitled elects to have the share transferred to him, the aforesaid notice must be
served by him on the Depository. If he elects to have another person registered he
20
shall testify his election by executing to that person a transfer of the share. All
limitations, restrictions and provisions of these Articles relating to the rights to
transfer and the registration of transfers of shares shall be applicable to any such
notice or transfer as aforesaid as if the death or bankruptcy of the Member had not
occurred and the notice or transfer were signed by that Member.
Person entitled to receive dividends
34.
Where the registered holder of any share dies or becomes bankrupt his personal
representative or the assignee of his estate, as the case may be, shall, upon the
production of such evidence as may from time to time be properly required by the
Directors or the Depository for Deposited Securities in that behalf, be entitled to the
same dividends and other advantages and to the same rights (whether in relation
to meetings of the Company or to voting or otherwise) as the registered holder
would have been entitled to if he had not died or become bankrupt; and where two
(2) or more persons are jointly entitled to any share in consequence of the death of
the registered holder for the purpose of these Articles, only one holder will be
recognised by the Depository for the share.
Transmission of securities
35.
(1)
Where: (a)
the securities of the Company are listed on another stock exchange;
and
(b)
the Company is exempted from compliance with Section 14 of the
Central Depositories Act or Section 29 of the Securities Industry
(Central Depositories)(Amendment) Act 1998, as the case may be,
under the Rules of the Depository in respect of such securities,
such Company shall upon request of a securities holder, permit a
transmission of securities held by such securities holder from the register of
holders maintained by the registrar of the Company in the jurisdiction of the
other stock exchange, to the register of holders maintained by the registrar
of the Company in Malaysia and vice versa provided that there shall be no
change in the ownership of such securities.
FORFEITURE OF SHARES
Notice requiring payment
36.
If a Member fails to pay the whole or any part of any call or instalment of a call on
the day appointed for payment thereof the Directors may, at any time thereafter
during such time as any part of the call or instalment remain unpaid, serve a notice
on him requiring payment of so much of the call or instalment as is unpaid,
together with interest at such rate as the Directors may determine and any
expenses that may have accrued by reason of such non payment.
21
Particulars in earlier notice
37.
The notice shall name a further day (not being less than fourteen (14) days from
the date of the notice) on or before which and the place where the payment
required by the notice is to be made, and shall state that in the event of nonpayment at or before the time and at the place appointed the shares in respect of
which the call was made will be liable to be forfeited.
Forfeiture
38.
If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which the notice has been given may at any time thereafter,
before the payment required by the notice has been made, be forfeited by a
resolution of the Directors to that effect. And such forfeiture shall include all
dividends declared in respect of the forfeited shares and not actually paid before
the forfeiture. A notice of forfeiture shall be sent to the Member within fourteen
(14) days of the date of forfeiture.
Directors may cancel forfeiture
39.
A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Directors think fit, and, at any time before a sale or disposition the
forfeiture may be cancelled on such terms as the Directors think fit.
Liability of Member in respect of forfeited shares
40.
A person whose shares have been forfeited shall cease to be a Member in respect
of the forfeited shares, but shall, notwithstanding, remain liable to pay to the
Company all money which, at the date of forfeiture, was payable by him to the
Company in respect of the shares (together with interest at the rate of ten per cent
(10%) per annum from the date of forfeiture on the money for the time being
unpaid if the Directors think fit to enforce payment of such interest), but his liability
shall cease if and when the Company receives payment in full of all such money in
respect of the shares.
Evidence of forfeiture
41.
A statutory declaration in writing that the declarant is a Director or the Secretary of
the Company and that a share in the Company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share.
Procedure for shares forfeited
42.
The Company may receive the consideration, if any, given for a forfeited share on
any sale or disposition thereof and may authorise some person to execute a
transfer of the share in favour of the person to whom the share is sold or disposed
of and he shall thereupon be registered as the holder of the share, and he shall not
22
be bound to see to the application of the purchase money, if any, nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale, or disposal of the share. Subject to any lien for
sums not presently payable, if any, any residue of the proceeds of sale of shares
which are forfeited and sold or disposed of, after the satisfaction of the unpaid calls
or instalments payable at fixed times and accrued interest and expenses, shall be
paid to the person entitled to the shares immediately before the forfeiture thereof
or his executors, administrators or assigns or as he directs.
43.
The provisions of these Articles as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, becomes payable at a
fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duty made and
notified.
CONVERSION OF SHARES INTO STOCK
Conversion to be at general meeting
44.
The Company may by ordinary resolution passed at a general meeting convert any
paid up shares into stock and reconvert any stock into paid up shares of any
denomination.
Transfer of stock
45.
The holders of the stock may transfer the same or any part thereof in the same
manner and subject to the same Articles as and subject to which the shares from
which the stock arose might previously to conversion have been transferred or as
near thereto as circumstances admit; but the Directors may from time to time fix
the minimum amount of stock transferable and restrict or forbid the transfer of
fractions of that minimum, but the minimum shall not exceed the nominal amount
of the shares from which the stock arose.
Participation of stockholders
46.
The holders of stock shall, according to the amount of the stock held by them, have
the same rights, privileges and advantages as regard dividends, voting at meetings
of the Company and other matters as if they held the shares from which the stock
arose, but no such right, privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be
conferred by any such aliquot part of stock which would not, if existing in shares,
have conferred that right, privilege or advantage.
Definition
47.
Such of the Articles of the Company as are applicable to paid-up shares shall apply
to stock and the words "share" and "shareholder" therein shall include "stock" and
"stockholder".
23
ISSUE OF WARRANTS
Power to issue warrants
48.
The Directors may, subject to the provisions of these Articles and the Act, and to
the provisions of any resolution of the Company, create, issue, and/or grant
options including warrants in respect of unissued share capital of the Company
entitling the holder thereof to subscribe for shares in the Company upon such
terms as the Directors may think fit and proper and otherwise dispose the
warrants to such persons at such times and on such terms as they think fit and
proper.
INCREASE OF CAPITAL
Power to increase capital
49.
The Company may from time to time, whether all the shares for the time being
authorised shall have been issued or all the shares for the time being issued shall
have been fully called up or not, by ordinary resolution increase its share capital,
such new capital to be of such amount and to be divided into shares of such
respective amounts and to carry such rights or to be subject to such conditions or
restrictions in regard to dividend, return of capital or otherwise as the Company by
the resolution authorising such increase directs.
Offer of unissued original shares
50.
Subject to any direction to the contrary that may be given by the Company in
general meeting any original shares for the time being unissued and not allotted
and any new shares from time to time to be created shall before they are issued be
offered to such persons as at the date of the offer are entitled to receive notices
from the Company of general meetings in proportion, as nearly as the
circumstances admit, to the amount of the existing shares to which they are
entitled. The offer shall be made by notice specifying the number of shares offered
and limiting a time within which the offer, if not accepted, will be deemed to be
declined, and after the expiration of that time or on the receipt of an intimation
from the person to whom the offer is made that he declines to accept the shares
offered, the Directors may dispose of those shares in such manner as they think
most beneficial to the Company. The Directors may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by
persons entitled to an offer of new shares) cannot, in the opinion of the Directors,
be conveniently offered under this Article.
24
Waiver of convening extraordinary general meeting
51.
Notwithstanding Article 49 above, but subject always to the Act, the Company
may apply to the relevant authorities including but not limited to the Committee
of the Exchange or any other Exchange upon which the Company's shares may
be listed and quoted, to waive the convening of extraordinary general meetings
to obtain shareholder's approval for further issues of shares (other than bonus or
right issues) where in accordance with the provisions of Section 132D of the Act
there is still in effect a resolution approving the issuance of shares by the
Company.
New shares to rank with original shares
52.
Except so far as otherwise provided by the conditions of issue, any capital raised by
the creation of new shares shall be considered as part of the original share capital
of the Company, and shall be subject to the same provisions with reference to the
payment of calls, lien, transfer, transaction, forfeiture and otherwise as the original
share capital.
ALTERATION OF CAPITAL
Power to alter capital
53.
The Company may by ordinary resolution: (a)
consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;
(b)
divide its share capital or any part thereof into shares of smaller amount
than is fixed by the Memorandum of Association by subdivision of its
existing shares or any of them subject nevertheless to the provisions of the
Act and so that as between the resulting shares, one or more of such shares
may, by the resolution by which such sub-division is effected, be given, any
preference or advantage as regards dividend, return of capital, voting or
otherwise over the others or any other of such shares;
(c)
cancel shares which at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person or which
have been forfeited and diminish the amount of its share capital by the
amount of the shares so cancelled; and
(d)
subject to the provisions of these Articles and the Act, convert and/or reclassify any class of shares into any other class of shares.
25
Power to reduce capital
54.
The Company may by special resolution reduce its share capital and any capital
redemption reserve fund or any share premium account in any manner subject to
any conditions and any consent required by law.
GENERAL MEETINGS
General Meeting
55.
An annual general meeting of the Company shall be held in accordance with the
provisions of the Act. All general meetings other than the annual general meetings
shall be called extraordinary general meetings. All general meetings shall be held
at such time and place as the Directors shall determine. Every notice of an annual
general meeting shall specify the meeting as such and every meeting convened for
passing a special resolution shall state the intention to propose such resolution as a
special resolution.
Extraordinary general meetinq
56.
The Directors may whenever they so decide by resolution convene an extraordinary
general meeting of the Company. In addition an extraordinary general meeting
shall be convened on such requisition as is referred to in Section 144 of the Act, or
if the Company makes default in convening a meeting in compliance with a
requisition received pursuant to Section 144, a meeting may be convened by the
requisitionists themselves in the manner provided in Section 144 of the Act.
Notice of meetinq
57.
Subject to the provisions of the Act and agreements for shorter notice, at least
fourteen (14) days' notice or at least twenty-one (21) days' notice where any
special resolution is proposed or where it is an annual general meeting, specifying
the place, the day and the hour of meeting, and in the case of special business the
general nature of such business, shall be given in the manner hereinafter
mentioned to such persons as are under the provisions of these Articles entitled to
receive notices of general meetings from the Company, but with the consent of all
persons for the time being entitled as aforesaid, a meeting may be convened upon
a shorter notice, and in such manner as such persons may approve. The accidental
omission to give such notice to, or the non-receipt of such notice by, any person
shall not invalidate the proceedings of any resolution passed at any such meeting.
Notice of any meeting being convened shall be given by way of advertisement in
one (1) daily newspaper published in Malaysia at least fourteen (14) days before
the date for which the meeting is to take place or at least twenty-one (21) days
before the date for which the meeting is to take place in the case where any special
resolution is proposed or where it is the annual general meeting, and such notice
shall similarly be served on every Exchange upon which the shares of the Company
are for the time being listed. Any such notice in relation to any special business,
shall be accompanied by a statement explaining the effects if such resolution in
respect of such business is adopted and implemented.
26
Record of Depositors
58.
The Company shall by written request made in duplicate in the prescribed form and
in accordance with the Rules of the Depository, request the Depository at least
three (3) market days prior to and not including the date of the notice of general
meeting, to issue the Record of Depositors to whom notices of general meetings
shall be given by the Company.
59.
The Company shall inform the Depository of the dates of general meetings and
shall in written request made in duplicate in the prescribed form and in accordance
with the Rules, request the Depository as at the latest date which is reasonably
practicable which shall in any event be not less than three (3) market days prior to
and not including the date of the general meeting, to issue the Record of
Depositors. The General Meeting Record of Depositors shall be the final record of
all Depositors who shall be deemed to be the registered holders of ordinary shares
of the Company eligible to be present and vote at such meeting.
60.
Subject to the Securities Industry (Central Depositories) (Foreign Ownership)
Regulations 1996 (where applicable), a depositor shall not be regarded as a
Member entitled to attend any general meeting and to speak and vote thereat
unless his name appears in the General Meeting Record of Depositors.
Business of meeting
61.
Subject always to the provisions of Section 151 of the Act no business shall be
transacted at an extraordinary general meeting except business of which notice has
been given in the notice convening the meetings and no business shall be
transacted at an annual general meeting other than business of which notice has
been given aforesaid, with the exception of declaring a dividend, the consideration
of the accounts, balance sheets and the report of the Directors and Auditors, the
election of Directors and the fixing of the Directors' remunerations, and the
appointment and fixing of the remunerations of the Auditors.
62.
In every notice calling a meeting of the Company there shall appear with
reasonable prominence a statement that a Member entitled to attend and vote is
entitled to appoint one (1) or more proxies to attend and vote instead of him, and
that a proxy need not also be a Member and where a Member appoints two (2) or
more proxies, he shall specify the proportion of his shareholding to be represented
by each proxy respectively.
Omission to give notice
63.
The accidental omission to give notice of any meeting to, or the non-receipt of
notice of a meeting by any person entitled to receive such notice shall not
invalidate any resolution passed or the proceedings at any such meeting.
27
Venues and technology for company meetings
64.
The Company shall hold all meetings of its members within Malaysia and may hold
a meeting of its members within Malaysia at more than one venue using any
technology that allows all members a reasonable opportunity to participate.
Meeting at more than one venue using any other technology
65.
Any member may validly participate in a meeting through the medium of
conference telephone or similar form of communication equipment provided that all
persons participating in the meeting are able to hear and speak to each other
throughout such meeting. A person so participating shall be deemed to be present
in person at the meeting and shall accordingly be counted in a quorum and be
entitled to vote. All business transacted in the manner as specified in this Article 65
and for the purpose of this Article shall be deemed to be validly and effectively
transacted at a meeting.
PROCEEDINGS AT GENERAL MEETING
No business unless quorum present
66.
No business shall be transacted at any general meeting unless a quorum of
Members is present at the time when the meeting proceeds to business. Save as
herein otherwise provided, two (2) Members present in person or by proxy shall be
a quorum. For the purposes of these Articles "Member" includes a person attending
as a proxy or representing a corporation which is a Member.
Adjournment
67.
If within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of Members, shall be
dissolved. In any other case it shall stand adjourned to the same day in the next
week (or if that day be a public holiday, then to the next business day following
that public holiday) at the same time and place, or to such other day and at such
other time and place as the Directors may determine, but if a quorum is not
present at an adjourned meeting the Members present shall be a quorum.
Chairman
68.
The Chairman (if any) of the Board of Directors or, in his absence, a deputy
chairman (if any) shall preside as chairman at every general meeting. If there is no
such Chairman or deputy chairman present within ten (10) minutes after the time
appointed for holding the meeting, or if neither of them is willing to act as
chairman, the Directors present shall choose one of their number to act, or if one
Director only is present he shall preside as chairman if willing to act. If no Director
is present, or if each of the Directors present declines to take the chair, the persons
present and entitled to vote on a poll shall elect one of their numbers to be
chairman. The election of the chairman shall be by a show of hands.
28
Adjournment with consent of meeting
69.
The Chairman may, with the consent of any meeting at which a quorum is present
(and shall if so directed by the meeting), adjourn the meeting from time to time
and from place to place but no business shall be transacted at adjourned meeting
other than the business left unfinished at the meeting from which the adjournment
took place when a meeting is adjourned for thirty (30) days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
Evidence of passing of resolutions
70.
At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless a poll is (before or upon the declaration of the result of
the show of hands) demanded: (a)
by the Chairman;
(b)
by at least two (2) Members present in person or by proxy;
st
(c)
by any Member or Members present in person or by proxy and representing
not less than one-tenth of the total voting rights of all Members having the
right to attend and vote at the meeting; or
(d)
by a Member or Members holding shares in the Company conferring a right
to attend and vote at the meeting being shares on which an aggregate sum
has been paid up equal to not less than one-tenth of the total sum paid up
on all the shares conferring that right.
Unless a poll is so demanded a declaration by the Chairman that a resolution has
on a show of hands been carried unanimously, or by a particular majority, or lost,
and an entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against the resolutions. The
demand for a poll may be withdrawn.
How a poll is to be taken
71.
If a poll is duly demanded it shall be taken in such manner and either at once or
after an interval or adjournment or otherwise as the Chairman, directs, and the
result of the poll shall be the resolution of the meeting at which the poll was
demanded, but a poll demanded on the election of Chairman or on a question of
adjournment shall be taken forthwith. The demand for a poll shall not prevent the
continuance of a meeting for the transaction of any business other than the
question on which the poll has been demanded. The Chairman of the meeting may
(and if so directed by the meeting shall) appoint scrutineers and may, in addition to
the powers of adjourning meetings contained in Article 67, adjourn the meeting to
some place and time fixed for the purpose of declaring the result of the poll.
29
Equality of votes
72.
In the case of an equality of votes, whether on a show of hands or a poll, the
Chairman of the meeting at which the show of hands takes place or at which the
poll is demanded shall be entitled to a second or casting vote.
Voting
73.
Subject to any rights or restrictions for the time being attached to any classes of
shares, at meetings of Members or classes of Members each Member entitled to
vote may vote in person or by proxy or by attorney and on a show of hands every
person who is a Member or representative or proxy of a Member shall have one (1)
vote, and on a poll every Member present in person or by proxy or by attorney or
other duly authorised representative shall have one (1) vote for each share he
holds.
Appointment of at least one proxy
74.
Where a Member of the Company is an authorised nominee as defined under the
Central Depositories Act, it may appoint at least one (1) proxy in respect of each
Securities Account it holds with ordinary shares of the Company standing to the
credit of the said Securities Account but the appointment of proxy pursuant to this
Article 74 is subject to the limitations as set in Article 79.
Shares of different monetary denominations
75.
Where the capital of the Company consists of shares of different denominations,
voting rights shall be prescribed in such a manner that a unit of capital in each
class, when reduced to a common denominator, shall carry the same voting power
when such right is exercisable.
Voice of Member of unsound mind
76.
A Member who is of unsound mind or whose person or estate is liable to be dealt
with in anyway under the law relating to mental disorder may vote whether on a
show of hands or on poll by his committee or by such other person as properly as
the management of his estate, and any such committee or other person may vote
by proxy or attorney and any person called under the transmission Article to
transfer any shares may vote at any general meeting in respect thereof in the same
manner as if he was the registered holder of such shares provided that forty-eight
(48) hours at least before the time of holding the meeting or adjourned meeting as
the case may be at which he proposes to vote, he shall satisfy the Directors of his
right to transfer such shares unless the Directors shall have previously admitted his
right to vote at such meeting in respect thereof.
30
Member barred from voting while share unpaid
77.
A Member shall be entitled to be present and to vote on any question either
personally or otherwise as a proxy or attorney at any general meeting or appoint a
poll or be reckoned in the quorum in respect of any share or shares upon which all
calls due to the Company have been paid.
78.
No objection shall be raised to the qualification of any voter except at the meeting
or adjourned meeting at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes. Any such
objections made in due time shall be referred to the Chairman of the meeting
whose decision shall be final and conclusive.
Instrument appointing proxy to be in writing
79.
The instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney duly authorised in writing or, if the appointor is a
corporation, either under seal or under the hand of an officer or attorney duly
authorised. The instrument appointing a proxy shall be deemed to confer authority
to ,demand or join in demanding a poll. A Member holding one thousand (1,000)
oranary shares or less may appoint only one (1) proxy to attend and vote at a
general meeting who shall represent all the shares held by such Member. A
Member holding more than one thousand (1,000) ordinary shares may appoint up
to ten (10) proxies to attend and vote at the same meeting and each proxy
appointed, shall represent a minimum of one thousand (1,000) ordinary shares.
Where a member appoints one (1) or more proxies to attend and vote at the same
meeting, such appointments shall be invalid unless the Member specifies the
proportion of his shareholding to be represented by each proxy.
Without derogation to the power of the Chairman of the meeting to decide on the
validity of objections with regard to the qualification of any voter raised at meetings
or adjourned meetings, which decisions shall be final and conclusive:
(a)
(b)
(c)
(d)
(e)
if a proxy has instructions, his obligation is to vote in accordance with the
terms of the instructions;
if a proxy is without instructions as to how to vote, he can vote in his
discretion;
if a proxy votes contrary to the instructions of the appointor, it would not
affect the validity of the meeting as this is a matter between the proxy holder
and the appointer;
if a proxy votes contrary to the instructions of the appointor appearing on the
proxy form, the votes may be treated as "spoilt votes"; and
if a Member presents himself at a meeting after having appointed a proxy or
proxies and declares an intention to attend and vote personally, he must
identify the proxy/proxies who is/are accordingly obviated, as well as the
resolution(s) he intends to vote on personally, failing which he shall be
deemed to have obviated the necessity of his proxy or, as the case may be,
all his proxies from being used at all, in which event his proxy or, as the case
31
may be, all his proxies shall not be permitted to attend and vote at the
meeting.
Form of proxy
80.
The instrument appointing a proxy shall be in the following form with such
variations as circumstances may require or the Act permits or in such other form as
the Exchange authorities may approve: UEM LAND HOLDINGS BERHAD
I/We
of
being a Member/Members of
the abovenamed Company, hereby appoint of as
*my/our proxy to vote for *me/us and on *my/our behalf at the Annual or
Extraordinary General Meeting of the Company as the case may be to be held on
the day of and, at every and adjournment thereof
for/against the resolution(s) to be proposed thereat.
As witness my hand this
day of
200
*Strike out whichever is not desired. (Unless otherwise instructed the proxy may
vote as he thinks fit.)
Notes
(1)
A proxy may but need not be a Member of the Company and the provisions
of Section 149 (1) (b) of the Act need not be complied with.
(2)
To be valid, this instrument duly completed must be deposited at the
registered office of the Company or at such other place as is specified for that
purpose in the notice not less than 48 hours before the time of holding the
meeting.
(3)
The instrument appointing a proxy shall be in writing under the hand of the
appointor or his attorney duly authorised in writing or if such appointor is a
corporation, under its common seal or under the hand of its attorney.
(4)
A Member holding one thousand (1,000) ordinary shares or less may
appoint only one (1) proxy to attend and vote at a general meeting who shall
represent all the shares held by such Member. A Member holding more than one
thousand (1,000) ordinary shares may appoint up to ten (10) proxies to attend and
vote at the same meeting and each proxy appointed, shall represent a minimum of
one thousand (1,000) ordinary shares. Where a member appoints one (1) or more
proxies to attend and vote at the same meeting, such appointments shall be invalid
unless the Member specifies the proportion of his shareholding to be represented
by each proxy.
32
Instruments appointing proxy to be deposited at Company's Office or such other place as
specified
81.
The instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy of that power or authority
shall be deposited at the Office or at such other place as is specified for that
purpose in the notice convening the meeting not less than forty-eight (48) hours
before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote.
Validity of vote given under proxy
82.
A vote given in accordance with the terms of an instrument of proxy or attorney
shall be valid notwithstanding the previous death or unsoundness of mind of the
principal or revocation of the instrument or of the authority under which the
instrument was executed, or the transfer of the share in respect of which the
instrument is given, if no intimation in writing of such death, unsoundness of mind,
revocation or transfer as aforesaid has been received by the Company at the Office
before the commencement of the meeting or adjourned meeting at which the
instrument is used.
Corporate representative
83.
A corporation may by resolutions of its directors or other governing body, if it is a
Member of the Company, authorise such person as it thinks fit to act as its
representative either at a particular meeting or at all meetings of the Company or
of any class of Members, and a person so authorised shall in accordance with his
authority and until his authority is revoked by the corporations be entitled to
exercise the same powers on behalf of the corporations as the corporations could
exercise if it were an individual Member of the Company.
DIRECTORS APPOINTMENT, REMOVAL, ETC
Number of Directors
84.
All Directors of the Company shall be natural persons. Until otherwise determined
by a general meeting the number of Directors shall not be less than two (2) or
more than fifteen (15). The Directors shall have power at any time, and from time
to time, to appoint any person to be a Director either to fill a casual vacancy or as
an addition to the existing Directors, but so that the total number of Directors shall
not at any time exceed the maximum number fixed by or in accordance with these
Articles. Any Director so appointed shall hold office only until the next following
annual general meeting and shall then be eligible for reappointment but shall not
be taken into account in determining the retirement of Directors by rotation at such
meeting.
The first directors shall be MOHD ZAKIR BIN OMAR and AZMY BIN MAHBOT.
33
Retirement of Directors
85.
An election of the Directors shall take place each year. All Directors shall retire from
office once at least in each three (3) years but shall be eligible for re-election. At
the first annual general meeting after adoption of these Articles and in every year
thereafter one-third (1/3) of the Directors for the time being, or if their number is
not a multiple of three (3), then the number nearest to one-third (1/3), shall retire
from office. The Directors to retire in every year shall be those who have been
longest in office since their appointment or last election but as between persons
who became Directors on the same day, those to retire shall (unless they otherwise
agree amongst themselves) be determined by lot.
Selection of Directors to retire
86.
The Directors to retire in each year shall be those who have been longest in office
since their last election, but as between persons who became directors on the same
day those to retire shall (unless they otherwise agree among themselves) be
determined by lot.
Notice of candidate as a Director
87.
No person not being a retiring director shall be eligible for elections to the office of
director at any general meeting unless a Member intending to propose him has, at
least eleven (11) clear days before the meeting, left at the Office of the Company a
notice in writing duly signed by the nominee, giving his consent to the nomination
and signifying his candidature for the office, or the intention, of such Member to
propose him for election Provided that in the case of a person recommended by the
Directors for election, nine (9) clear day's notice only shall be necessary, and notice
of each and every candidature for election to the Board of Directors shall be served
on the registered holders of shares at least seven (7) days prior to the meeting at
which the election is to take place.
Retiring Directors deemed to be reappointed
88.
The Company at the meeting at which a Director so retires may fill the vacated
office by electing a person thereto. Unless at that meeting it is expressly resolved
not to fill the vacated office or a resolution for the re-election of the Director
retiring at that meeting is put to the meeting and lost or some other person is
elected a Director in place of the retiring Director, the retiring Director shall, if
offering himself for re-election and not being disqualified under the Act from
holding office as a Director, be deemed to have been re-elected.
Motion for appointment of Directors
89.
At any general meeting at which more than one (1) Director is to be elected, each
candidate shall be the subject of a separate motion and vote unless a motion for
the appointment of two (2) or more persons as Directors by a single resolution shall
have first been agreed to by the meeting without any vote being given against it.
34
Increase or reduction of number of Directors
90.
The Company may from time to time by ordinary resolution passed, at a general
meeting increase or reduce the number of Directors, and may also determine in
what rotation the increased or reduced number is to go out of office.
Removal of Directors
91.
The Company may by ordinary resolution of which special notice is given to remove
any Director before the expiration of his period of office, may if thought fit, by
ordinary resolution appoint another Director in his stead. The person so appointed
shall hold office so long as the Director in whose place he is appointed would have
the same if he had not been removed.
Power to add Directors
92.
The Directors shall have power at any time, and from time to time, to appoint any
person to be a Director, either to fill a casual vacancy or as an addition to the
existing Directors. Any Director so appointed shall hold office only until the next
following annual general meeting, and shall then be eligible for re-election but shall
not be taken into account in determining the Directors who are to retire by rotation
at that meeting.
Directors' qualification
93.
The shareholding qualification for Directors may be fixed by the Company in
general meeting and until so fixed no shareholding qualification for Directors shall
be required. All Directors shall be entitled to receive notice of and to attend all
general meetings of the Company.
DIRECTORS' REMUNERATION
Directors' remuneration
94.
The fees of the Directors shall be such fixed sum as shall from time to time be
determined by an ordinary resolution of the Company and shall (unless such
resolution otherwise provided) be divisible among the Directors as they may agree,
or failing agreement, equally, except that any Director who shall hold office for part
only of the period in respect of which such fees are payable shall be entitled only to
rank in such division for a proportion of the fees related to the period during which
the Director has held office Provided Always that: (a)
fees payable to Non-executive Directors shall be by a fixed sum, and not by
a commission on or percentage of profits or turnover;
(b)
salaries payable to Executive Directors may not include a commission on or
percentage of turnover;
35
(c)
fees payable to Directors shall not be increased except pursuant to a
resolution passed at a general meeting, where notice of the proposed
increase has been given in the notice convening the meeting;
(d)
any fee paid to an Alternate Director shall be agreed upon between himself
and the Director nominating him and shall be paid out of the remuneration
of the latter.
Reimbursement of Expenses
95.
(a)
The Directors shall be entitled to be reimbursed for all travelling or such
reasonable expenses as may be incurred in attending and returning from
meetings of the Directors or of any committee of the Directors or general
meetings or otherwise howsoever in or about the business of the Company
in the course of the performance of their duties as Directors.
(b)
If by arrangement with the Directors, any Director shall perform or render
any special duties or services outside his ordinary duties as a Director in
particular without limiting the generality of the foregoing if any Director
being willing shall be called upon to perform extra services or to make any
special excursions in going or residing away from his usual place of business
or residence for any of the purposes of the Company or in giving special
attention to the business of the Company as a Member or a committee of
Directors, the Directors may pay him extra remuneration, in addition to his
Director's fees. The extra remuneration payable to Non-executive Directors
shall be by a fixed sum and not by a commission on or percentage of profits
or turnover and the extra remuneration payable to Executive Directors may
not include a commission on or percentage of turnover.
DISQUALIFICATION OF DIRECTORS
Where offices of Directors deemed vacant
96.
The office of Director shall become vacant ipso facto if the Directors: (a)
becomes of unsound mind or bankrupt or has a Receiving Order in
Bankruptcy made against him or makes any arrangement or composition
with his creditors generally;
(b)
becomes prohibited from being a Director by reason of any order made
under the Act or contravenes Section 130 of the Act;
(c)
ceases to be a Director by virtue of the Act;
(d)
resigns his office by notice in writing under his hand left at the registered
address for the time being of the Company;
(e)
is removed from his office of Director by resolution of the Company in
general meeting of which special notice has been given;
36
(f)
is absent from more than fifty per centum (50%) of the total board of
Director's meetings held during a financial year, and his alternate Director
(if any) shall not during such period have attended his stead from meetings
of the Directors held during that period and the Directors resolve that his
office be vacated, unless approval is sought and obtained from the
Exchange.
POWER AND DUTIES OF DIRECTORS
Business of Company to be managed by Directors
97.
The business of the Company shall be managed by the Directors who may pay all
expenses incurred in promoting and registering the Company, and exercise all such
powers of the Company as are not, by the Act or by these Articles, required to be
exercised by the Company in general meeting, subject, nevertheless, to any of
these Articles and to the provisions of the Act, and to such regulations, being not
inconsistent with these Article or the provisions of the Act as may be prescribed by
the Company in a general meeting but no regulations made by the Company in
general meeting shall invalidate any prior act of the Directors which would have
been valid if that regulations had not been made.
98.
The Directors shall not without the prior approval of the Company in a general
meeting: (a)
carry into effect any proposal or execute any transaction for the acquisition
of an undertaking or property of a substantial value, or the disposal of a
substantial portion of or a controlling interest in the Company's or its
subsidiaries undertaking or property;
(b)
exercise any power of the Company to issue shares unless otherwise
permitted under the Act;
(c)
subject to Section 132E of the Act enter into any arrangement or
transaction with a Director of the Company or its holding Company or with a
person connected with such a Director to acquire from or dispose to such a
Director or person any non-cash assets of the requisite value.
Directors' borrowing powers
99.
(a)
The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and uncalled capital, or
any part thereof, and to issue debentures and other securities whether
outright or as security for any debt, liability or obligations of the Company,
or its wholly owned subsidiaries.
(b)
37
The Directors shall not borrow any money or mortgage or charge any of the
Company's or the subsidiaries' undertaking, property, or any uncalled
capital, or to issue debentures and other securities whether outright or as
security for any debt, liability or obligations of an unrelated third party.
Power to maintain pension or fund
100.
The Directors may establish or arrange any contributory or non-contributory
pension superannuation scheme for the benefit of, or pay a gratuity, pension or
emolument to any person who is or has been employed by or in the service of the
Company or any subsidiary of the Company or to any person who is or has been a
director or other officer of and holds or has held salaried employment in the
Company or any such subsidiary, and the widow, family or dependents of any such
person. The Directors may also subscribe to any association or fund which they
consider to be for the benefit of the Company or any such subsidiary or any such
persons as aforesaid and make payments for or towards any hospital or scholastic
expenses and make payments for or towards any hospital or any Directors holding
such salaried employment shall be entitled to retain any benefit received by him
hereunder subject only, where the Act requires, to proper disclosure to the
Members and the approval of the Company in general meeting.
Power to use the official seal
101.
The Directors may exercise all the powers of the Company conferred by the Act in
relation to any official seal for use outside Malaysia and in relation to a branch
registers.
Appointment of Attorneys
102.
The Directors may from time to time by power of attorney appoint any corporation,
firm or person or body of persons, whether nominated directly or indirectly by the
Directors to be the attorney/attorneys of the Company for such purposes and with
such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Directors under these Articles) and for such period and subject
to such conditions as they may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing with
any such attorney as the Directors may think fit and may also authorize any such
attorney to delegate all or any of the powers, authorities and discretion vested in
him.
Signing of cheques etc.
103.
All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments and all receipts for money paid to the Company shall be signed, drawn,
accepted, endorsed or otherwise executed, as the case may be, in such manner as
the Directors from time to time by resolution determine.
38
104.
A Director shall at all times act honestly and use reasonable diligence in the
discharge of the duties of his office and shall not make use of any information
acquired by virtue of his position to gain directly or indirectly an improper
advantage for himself or for any other person or to cause detriment to the
Company.
105.
Every Director shall give notice to the Company of such events and matters relating
to himself as may be necessary or expedient to enable the Company and its officer
to comply with the requirements of the Act.
Director may hold other office
106.
Subject always to Sections 131 and 132E of the Act a Director may hold any other
office or place of profit under the Company (other than the office of Auditor) in
conjunction with his office of Director for such period and on such terms (as to
remuneration and otherwise) as the Directors may determine and no Director or
intending Director shall be disqualified by his office from contracting with the
Company either with regard to his tenure of any such other office or place of profit
or as vendor, purchaser or otherwise nor shall any such contract, or any contract or
arrangement entered into by or on behalf of the Company in which any Director is
in any way interested, be liable to be avoided, nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit realised by
any such contract or arrangement by reason of such Director holding that office or
of the fiduciary relationship thereby established.
Directors may act in his professional capacity
107.
Any Director may act by himself or his firm in a professional capacity for the
Company, and he or his firm shall be entitled to remuneration for professional
services as, if he were not a Director provided that nothing herein contained shall
authorise a Director or his firm to act as auditors of the Company.
PROCEEDINGS OF DIRECTORS
Meeting of Directors
108.
The Directors may meet together for the despatch of business, adjourn and
otherwise regulate their meetings as they think fit. Any Director may at any time
and the Secretary shall on the requisition of a Director summon a meeting of the
Directors.
Notice of Directors' Meetings
109.
It shall not be necessary to give any Director or Alternate Director, who has not
got an address in Malaysia, registered with the Company, notice of a meeting of
the Directors. Unless otherwise determined by the Directors from time to time
notice of all Directors' meetings shall be given to all Directors and their
alternates, who have registered address in Malaysia. Except in the case of an
emergency, reasonable notice of every Directors' meeting shall be given in writing
and the notice of each Directors meeting shall be served in the manner referred
39
to Articles 154 and 155 and the said Articles 154 and 155 shall apply mutatis
mutandis to the service of notice of Directors' meetings on directors as it applies
to the services of notices on Members of the Company.
Quorum of meeting of Directors
110. The quorum necessary for the transaction of the business of the Directors shall be
two (2). A meeting of the Directors for the time being at which a quorum is
present shall be competent to exercise all or any of the powers, authorities and
discretions by or under these Articles vested in or exercisable by the Directors
generally.
In the event no quorum is present after one half of an hour of the time appointed
for the said meeting then such meeting shall be postponed for a period of two (2)
weeks to a date falling on the same day and at the same time and at the same
place where for the purpose of the meeting any two (2) Directors shall be a
quorum.
Chairman of Directors
111.
The Directors may elect a Chairman of their meetings and determine the period for
which he is to hold office but if no such Chairman is elected, or if at any meeting
the Chairman is not present within ten (10) minutes after the time appointed for
holding the meeting, the Directors present may choose one of their number to be
Chairman of the meeting.
Chairman to have casting vote
112.
Subject to these Articles any question arising at any meeting of Directors shall be
decided by a majority of votes and a determination by a majority of Directors, shall
for all purposes be deemed a determination of the Directors. In case of an equality
of votes the Chairman of the meeting shall have a second or casting vote except
where only two (2) Directors are competent to vote on the question at issue.
Number
113.
The continuing Directors may act notwithstanding any vacancy in their body, but if
and so long as their number is reduced below the minimum number fixed by or
pursuant to these Articles as the necessary quorum of Directors, the continuing
Directors or Directors may act for the purpose of increasing the number of
Directors to that minimum number or of summoning a general meeting of the
Company, but for no other purpose.
Disclosure of interest
114.
Every Director shall comply with the provisions of Sections 131 and 135 of the Act
in connection with the disclosure of his shareholding and interest in the Company
and his interest in any contract or proposed contract with the Company and in
40
connection with the disclosure of the fact and the nature, character and extent of
any office or possession of any property whereby whether directly or indirectly
duties or interests might be created in conflict with his duty or interest as a Director
of the Company.
Restriction on voting
115.
A Director shall not vote in respect of any contract or proposed contract or
arrangement in which he has directly or indirectly a material interest (and if he shall
do so his vote shall not be counted) nor shall his vote be counted for the purpose
of any resolution regarding the same.
Relaxation of restriction on voting
116.
A Director notwithstanding his interest may provided that none of the other
Directors present disagree, be counted in the quorum present at any meeting
where he or any other Director is appointed to hold any office or place of profit
under the Company or where the Directors resolve to exercise any of the rights of
the Company, (whether by the exercise of voting rights or otherwise) to appoint or
concur in the appointment of a Director to hold any office or place of profit under
any other company, or where any decision is taken upon any contract or
arrangement in which he is in any way interested.
Power to vote
117.
Director may vote in respect of: (1)
an arrangement for giving the Director himself or any other Director any
security or indemnity in respect of money lent by him to or obligations
undertaken by him for the benefit of the Company, or
(ii)
any arrangement for the giving by the Company of any security to a third
party in respect of a debt or obligation of the Company for which the
Director himself or any other Director has assumed responsibility in whole or
in part under a guarantee or indemnity or by deposit of a security.
Directors may become directors of other corporation
118.
A Director of the Company may be or become a director or other officer or
otherwise interested in any corporation promoted by the Company or in which the
Company may be interested as shareholder or otherwise of any corporation, which
is directly or indirectly interested in the Company as shareholder or otherwise and
no such Director shall be accountable to the Company for any remuneration or
other benefit received by him as a director or officer of, or from his interest in, such
corporation unless the Company otherwise directs at the time of his appointment.
The Directors may exercise the voting power conferred by the shares or other
interest in any such corporation held or owned by the Company, or exercisable by
them as Directors of such other corporation in such manner and in all respects as
they think fit (including the exercise thereof in favour of any resolution appointing
41
themselves or any of them as Directors or other officers of such corporation) and
any Directors may vote in favour of the exercise of such voting rights in manner
aforesaid, notwithstanding that he may be or is about to be appointed a director or
other officer of such corporation and as such is or may become interested in the
exercise of such voting rights in the manner aforesaid.
ALTERNATE DIRECTOR
Alternate Directors
119. (a)
Each Director shall have power from time to time to nominate another
Director or any person not being a director, to act as his Alternate Director
and at his discretion to remove such Alternate Director but in the case of a
person not already a Director his appointment shall not take effect until
approved by a majority of the other Directors Provided Always that any fee
paid by the Company to an Alternate Director shall be deducted from that
Director's remuneration.
(b)
An Alternate Director shall (except as regards power to appoint an alternate
director and remuneration) be subject in all respects to the terms and
conditions existing with reference to the other Directors, and shall be
entitled to receive notices of all meetings of the Directors and to attend,
speak and vote at any such meetings at which his appointor is not present.
(c)
One (1) person may act as Alternate Director to more than one (1) Director
and while he is acting shall be entitled to a separate vote for each Director
he is representing and if he is himself a Director, his vote or votes as an
Alternate Director shall be in addition to his own vote.
(d)
Any appointment or removal of an Alternate Director may be made by
cable, telegram, telex, telefax or In any other manner approved by the
Directors. Any cable, or telegram shall be confirmed as soon as possible by
letter, but may be acted upon by the Company in the meanwhile.
(e)
A Director shall not be liable for the acts and defaults of any Alternate
Director appointed by him.
(f)
An Alternate Director shall not be taken into account in reckoning the
minimum or maximum number of Directors allowed for the time being but
he shall be counted for the purpose of reckoning whether a quorum is
present at any meeting of the Directors attended by him at which he is
entitled to vote.
MANAGING DIRECTORS
Managing Director
120. The Directors may from time to time appoint any one or more of their body to be
Managing Director(s) on such terms as they think fit subject to the terms of any
42
agreement entered into in any particular case, may revoke any such appointment.
The Directors may vest in such Managing Director(s) as may be appointed by them
such of the powers hereby vested in the Directors generally as they may think fit,
but subject thereto such Managing Director(s) shall be subject to the control of the
Board of Directors.
Remuneration of Managing Director
121.
The remuneration of a Managing Director or Managing Directors shall be fixed by
the Directors and may be by way of salary or commission or participation in profits
or otherwise or by any or all of these modes but shall not include a commission on
or percentage of turnover.
Retirement, resignation and removal of Managing Director
122.
A Managing Director shall be subject to retirement by rotation and shall be taken
into account in determining the rotation or retirement of Directors, and he shall,
subject to provisions of any contract between him and the Company, be subject to
the same provisions as to resignation and removal as the other Directors of the
Company and if he ceases to hold the office of Director from any cause shall ipso
facto and immediately cease to be a Managing Director.
COMMITTEES OF DIRECTORS
Power of Directors to appoint committees
123.
The Directors may establish any committees, local boards or agencies comprising
one or more persons for managing any of the affairs of the Company, either in
Malaysia or elsewhere, and may lay down, vary or annul such rules and regulations
as they may think fit for the conduct of the business thereof, and may appoint any
person or persons to be the Member and Members of any such committees or local
board or agency and may fix their remuneration and may delegate to any such
committee or local board or agency any of the powers, authorities and discretions
vested in the Directors, with power to sub-delegate, and may authorise the
Member or Members of any such committee or local board or agency or any of
them, to fill any vacancies, therein, and to act notwithstanding vacancies and any
such appointment or delegation may be made upon such terms and subject to such
conditions as the Director may think fit, and the Directors may remove any person
so appointed, and may annul or vary any such delegation, but no persons dealing
in good faith and without notice of any such annulment or variation shall be
affected thereby.
Appointment of Audit Committee
124.
(a)
The Directors shall appoint an audit committee from amongst the members
of the Company's Board of Directors which the said committee shall be
comprised of not less than three (3) of the Company's Directors as its
members with the majority of the members being independent Directors
PROVIDED THAT at least one (1) member of the audit committee shall be a
43
member of the Malaysian Institute of Accountants, or if he is not a member
of the Malaysian Institute of Accountants, he must have at least three (3)
years working experience and he must have passed the examinations
specified in Part 1 of the 1st Schedule of the Accountants Act 1967 or he
must be a member of one of the associations of accountants specified in
Part II of the 1st Schedule of the Accountants Act 1967 AND PROVIDED
FURTHER THAT no Alternate Director shall be appointed as a member of the
audit committee.
(b)
The audit committee and its members appointed pursuant to paragraph (a)
above shall assume and perform its functions, rights and other related
matters strictly in accordance with the provisions of the Listing
Requirements and other relevant authorities (if applicable) and/or other
rules, regulations, orders, guidelines and/or requirements made pursuant
thereto for the time being in force and the Board of Directors shall review
the term of of and performance of the audit committee at least once in
every three (3) years to determine whether the said committee and its
members have carried out their duties in accordance with their terms of
reference.
Meeting of Committees
125.
(a)
Subject to any rules and regulations made pursuant to Article 124, a
committee may meet and adjourn as it thinks proper and questions arising
at any meeting shall be determined by a majority of votes of the members
present (if more than one) and in the case of an equality of votes the
Chairman shall have a second or casting vote except where only two (2)
Directors are competent to vote on the question at issue.
(b)
In order to form a quorum in respect of audit committee meeting(s), the
majority or members present must be independent Directors and the
Company's audit committee appointed pursuant to Article 124 hereof shall
have the power to regulate its own procedures in particular relating to the
calling of the meeting, its notice, voting and proceedings of such meetings
and the keeping, custody, production and inspection of such minutes.
Chairman of Committees
126.
(a)
A committee may elect a Chairman of its meetings if no such Chairman is
elected, or if at any meeting the Chairman is not present within ten (10)
minutes after the time appointed for holding the meeting, the members
present may choose one of their number to be Chairman of the meeting.
(b)
Notwithstanding the provisions under paragraph (a) above, the Chairman
of the audit committee referred to under Article 124 hereof shall be
elected by the members of the audit committee from among their number
and the Chairman so elected must be an independent Director.
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VALIDATION OF ACTS OF DIRECTORS
Directors' acts to be valid
127.
All acts done by any meeting of the Directors or a committee of Directors or by any
person acting as a Director shall, notwithstanding that it Is afterwards discovered
that there was some defect in the appointment of any such Director or person
acting as aforesaid, or that they or any of them were disqualified, be as valid as if
every such person had been duly appointed and was qualified to be a Director.
CIRCULAR RESOLUTIONS
Circular
128.
A resolution in writing signed and approved by letter by all the Directors who may
at the time be present in Malaysia and who are sufficient to form a quorum, shall
be valid and effectual as if it had been passed at a meeting of the Directors duly
called and constituted provided that where a Director is not so present but his
alternate who is so present, then such resolution must also be signed by such
alternate. All such resolution shall be described as "Directors' Circular Resolution"
and shall be forwarded or otherwise delivered to the Secretary without delay and
shall be recorded by him in the Company's Minute Book. Any such resolution may
consist of several documents in like form each signed by one or more Directors.
Teleconferencing
129.
A meeting of the Board of Directors or a committee appointed by the Board of
Directors may be held by means of telephone, videoconference or telephone
conference or other telecommunication facilities, which permits all persons
participating in the meeting to communicate with each other. A person so
participating shall be deemed to be present in person at such meeting and unless
otherwise provided in these Articles, shall be counted in a quorum and be entitled
to vote.
AUTHENTICATION OF DOCUMENTS
Authentication of documents
130.
Any Director or the Secretary or any person appointed by the Directors for the
purpose shall have power to authenticate any documents effecting the constitution
of the Company and any resolution passed by the Company or the Directors and
any books, records, documents and accounts relating to the business of the
Company, and to certify copies thereof or extracts there from as true copies or
extracts and where any books, records, documents or accounts are kept elsewhere
than in the Office, the local manager or other officer of the Company having the
custody thereof shall be deemed to be a person appointed by the Directors as
aforesaid.
45
Conclusive evidence of resolutions and extract of minute of meetings
131.
A document purporting to be a copy of a resolution of the Directors or an extract
from the minutes of a meeting of the Directors which is certified as such in
accordance with the provisions of Article 130 shall be conclusive evidence in
favour of all persons dealing with the Company upon the faith thereof that such
resolution has been duly passed or, as the case may be, that such extract is a
true and accurate record of a duly constituted meeting of the Directors.
MINUTES AND REGISTER
Minutes to be entered
132. The Directors shall cause minutes to be duly entered in books provided for the
purpose:(a)
of all appointments of officers;
(b)
of the names of all the Directors present at each meeting of the Directors
and of any committee of Directors and of the Company in general meeting;
(c)
of all resolutions and proceedings of general meetings and of meetings of
the Directors and committees of Directors;
(d)
of all orders made by the Directors and any committee of Directors.
Such minutes shall be signed by the Chairman of the meeting at which the
proceedings were held or by the Chairman of the next succeeding meetings.
Director to comply with Act
133. The Company shall in accordance with the provisions of the Act keep at the Office a
register containing such particulars with respect to the Directors and managers of
the Company as are required by the Act, and shall from time to time notify the
Registrar of any change in such register and of the date of change in the manner
prescribed by the Act.
Minutes kept at registered office
134. The books containing the minutes of proceedings of any general meeting shall be
kept by the Company at the registered office or the principal place of business in
Malaysia of the Company and shall be open to the inspection of any Member
without charge.
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Registers to be kept
135. The Company shall also keep at the Company's registered office registers which
shall be open to the inspection of any Member without charge and to any other
person on payment for each inspection of a prescribed fee all such matters required
to be so registered under the Act, and in particular: (a)
a register of substantial shareholders and of information received in
pursuance of the requirements under Section 69A of the Act;
(b)
a register of the particulars of each of the Directors shareholding and
interests as required under Section 134 of the Act.
SECRETARY
Secretary
136. The Secretary or Joint Secretaries shall in accordance with the Act be appointed by
the Directors for such term, at such remuneration and upon such conditions as they
think fit. The first secretaries shall be TAN HWEE THIAN (MIA 1904) and MOHD
NOR AZAM BIN MOHD SALLEH (MAICSA 7028137).
SEAL,
Authority for use of Seal
137.
The Directors shall provide for the safe custody of the Seal, which shall only be
used pursuant to a resolution of the Directors, or a committee of the Directors
authorised to use the Seal. The Directors may from time to time (subject to the
provisions of Article 17 in relation to share and debenture stock certificates and
debentures) make such regulations as they think fit determining the persons and
the number of such persons in whose presence the Seal shall be affixed and, until
otherwise so determined, as to which no person dealing with the Company shall
be concerned to see and enquire and subject always to the provisions of Article
17, the Seal shall be affixed in the presence of at least one (1) Director and the
Secretary or two (2) Directors, who shall sign every instrument to which the Seal
is affixed and the Seal shall be affixed together with the authorized signatories.
(a)
The Company may exercise the powers conferred by the Act with regard to
having an official Seal for use abroad, such powers shall be vested in the
Directors.
(b)
The Company may also have a Share Seal pursuant to Section 101 of the
Act.
47
ACCOUNTS
Book of account open to inspection by Directors
138.
The Directors shall cause proper accounting and other records to be kept and shall
distribute copies of balance-sheets and other documents as required by the Act and
shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounting and other
records of the Company or any of them shall be opened to the inspection of
Members not being Directors and no Member (not being a Director) shall have any
right of inspecting any account or book or paper of the Company except as
conferred by statute or authorised by the Directors or by the Company in general
meeting except as conferred by statute or authorized by the Directors or by the
Company in general meeting. Subject always to Section 167(4) of the Act the books
of account or records of operations shall be kept at the Company's registered office
or at such other place as the Directors think fit and shall always be open to
inspection by the Directors.
To whom copies of profit and loss accounts etc may be sent
139.
The Directors shall from time to time in accordance with Section 169 of the Act
cause to be prepared and laid before the Company in general meeting such profit
and loss accounts, balance sheets and report as are referred to in the said
Section. The interval between the close of a financial year of the Company and
the issue of the annual audited accounts, the Directors' and auditors' reports shall
not exceed four (4) months. A copy of each such documents shall not less than
fourteen (14) days before the date of the meeting (or such shorter period, as
may be agreed in any year for the receipt of notice of the meeting pursuant to
Article 57) be sent to every Member of and to every holder of debentures of the
Company under the provisions of the Act or of these Articles. The requisite
number of copies of each such document as may be required by the Exchange
upon which the Company's shares may be listed shall at the same time be
likewise sent to each Exchange Provided that this Article shall not require a copy
of these documents to be sent to any person of whose address the Company is
not aware but any Member to whom a copy of these documents has not been
sent shall be entitled to receive a copy free of charge on application at the
Company's registered office.
AUDIT
140.
Auditors shall be appointed and their duties regulated in accordance with Section
172 to 175 of the Act.
DIVIDENDS AND RESERVES
Declaration of dividends
141. The Company in a general meeting may declare dividends but no dividend shall
exceed the amount recommended by the Directors.
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Interim Dividends
142.
The Directors may if they think fit from time to time pay to the Members such
interim dividends as appear to the Directors to be justified by the profits of the
Company. If at any time the share capital of the Company is divided into different
classes the Directors may pay such interim dividends in respect of those shares in
the capital of the Company which confer on the holders thereof deferred or nonpreferential rights as well as in respect of those shares which confer on the holders
thereof preferential rights with regard to dividend and provided that the Directors
act bona fide they shall not incur any responsibility to the holders of shares
conferring any preferential rights with regards to dividend by the payment of an
interim dividend on any shares having deferred or non-preferential rights. The
Directors may also pay half-yearly or at other suitable interval to be settled by them
any dividend which may be payable at a fixed rate if they are of the opinion that
the profits justify the payment. No Member shall be entitled to receive any
dividend in respect of any share that is unpaid. A Member shall be entitled to
receive a proportionate dividend in respect of any partly paid shares held by him.
Dividends paid out of profits
143.
No dividend shall be paid other than out of profits or pursuant to Section 60 of the
Act nor shall bear any dividend interest against the Company.
Directors may form reserve fund and invest
144.
The Directors may, before recommending any dividend, set aside out of the profits
of the Company such sums as they think proper as reserves which shall, at the
discretion of the Directors, be applicable for any purpose to which the profits of the
Company may be properly applied, and pending such application may, at the like
discretion, either be employed in the business of the Company or be invested in
such (other than shares in the Company) as the Directors may from time to time
think fit. The Directors may also without placing the same to reserve carry forward
any profits which they may think prudent not to divide.
145.
Subject to the rights of any person entitled to shares with special rights as to
dividend, all dividend shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid, but no
amount paid or credited as paid on a share in advance of call shall be treated for
the purposes of this Article as paid on the share. All dividends shall be apportioned
and paid proportionately to the amounts paid or credited as paid on the shares
during any portion or portions of the period in respect of which the dividend is paid
but if any shares is issued on terms providing that it shall rank for dividend as from
a particular date that share shall rank for dividend accordingly.
146.
The Directors may deduct from any dividend payable to any Member all sums of
money, if any, presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company.
49
Dividend due may be retained until registration
147.
The Directors may retain the dividend payable upon shares in respect of which any
person is under the provisions as to the transmission of shares hereinbefore
contained entitled to become a Member, or which any person is under those
provisions entitled to transfer, until such person shall become a Member in respect
of such shares or shall transfer the same.
Unclaimed dividends may be invested
148.
Subject to the Unclaimed Monies Act 1965, all dividends unclaimed for one (1) year
after having been declared may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed or paid pursuant to the
Unclaimed Monies Act 1965.
Distribution of specific assets
149.
Any general meeting declaring a dividend or bonus may direct payments of such
dividends or bonus wholly or partly by the distribution of specific assets and in
particulars of paid-up shares, debentures or debenture stock of any other company
or in any or more of such ways and the Directors shall give effect to such
resolution, and where any difficulty arises in regard to such distribution, the
Directors may settle the same as they think expedient, and fix the value for
distribution of such specific assets or any part thereof and may determine that cash
payments shall be made to any Members upon the footing of the value so fixed In
order to adjust the rights of all parties and may vest any such specific assets in
trustees as may seem expedient to the Directors.
Mode of Payment
150.
Any dividend, interest or other money payable, in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered address
of the holder who is named on the Record of Depositors or paid via electronic
transfer of remittance to the Account or to such person and to such address or
such Account as the holder may in writing direct. Every such cheque or warrant or
electronic transfer remittance shall be made payable to the order of the person to
whom it is sent, and the payment of any such cheque or warrant or via electronic
transfer of remittance shall operate as a good discharge to the Company in respect
of the dividend represented thereby, notwithstanding that it may subsequently
appear that the same has been stolen or that the endorsement thereon or the
instruction for the electronic transfer of remittance has been forged. Every such
cheque or warrant or electronic transfer of remittance shall be sent at the risk of
the person entitled to the money thereby represented.
For the purposes of this Article, "Account" shall mean a bank account maintained at
a Malaysia bank which is participant of the Malaysian Electronic Payment System
(MEPS) (or such other system as may from time to time be established in
substitution thereof or in addition thereto, by whatever name so called) or such
other bank account as may be acceptable to the Company and notified in writing to
50
the Members. Particulars of the Account shall be provided by the holder who is
named on the Record of Depositors electing for payment via electronic transfer of
remittance, to the Company, in such manner as shall be determined by the
Company.
CAPITALIZATION OF PROFITS
Bonus Issue
151.
The Company in general meeting may upon the recommendation of the Directors
resolve that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Company's reserve accounts or to the credit of
the profit and loss account or otherwise available for distribution and accordingly
that such sum be set free for distribution amongst the Members who would have
been entitled thereto if distributed by way of dividend and in the same proportions
or conditions that the same be not paid in cash but be applied either in or towards
paying any amounts for the time being unpaid on any shares held by such
Members respectively or paying up in full unissued shares or debentures of the
Company to be allotted and distributed credited as fully paid up to and amongst
such Members in the proportion aforesaid, or partly in the one way and partly in
the other, and the Directors shall give effect to such resolution. A share premium
account and a capital redemption reserve may, for the purposes of this Article, be
issued to Members of the Company as fully paid bonus shares.
Power for application of undivided profits
152.
Whenever such a resolution as aforesaid shall have been passed and the Directors
shall make all appropriations of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid shares if any, and generally shall
do all acts things required to give effect thereto, with full power to the Directors to
make such provision by the issue of fractional certificates or by payment in cash or
otherwise as they think fit for the case of shares becoming distributable in
fractions, and also to authorise any person to enter on behalf of all Members
entitled thereto into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid up, of any further shares to which they
may be entitled upon such capitalisation or (as the case may require) for the
payment up by the Company on their behalf, by the application thereto of their
respective proportions to the profits resolved to be capitalised or the amounts
remaining unpaid on their existing shares, and any agreement made under such
authority shall be effective and binding on all such Members.
LANGUAGE
Translation
153.
Where any accounts minute books or other records required to be kept by the Act
are not kept in the Malay or English Language, the Directors shall cause a true
translation of such accounts, minute books and other records to be made from time
to time at intervals of not more than seven (7) days and shall cause such
51
translation to be kept with the original account minute book and other records as
are required by the Act to be kept.
NOTICE
Service of notices
154. A notice may be given by the Company to any Members either personally or by
sending it by post to him in a prepaid letter addressed to him at his registered
address in Malaysia as appearing in the Register of Members or the Record of
Depositors or (if he has no registered address within Malaysia) to the registered
address, if any, within Malaysia supplied by him to the Company for the giving of
notices to him.
When service effected
155.
Any notice or other document if served by post shall be deemed to be served when
a properly stamped letter containing the same is posted. In proving service by post
it shall be sufficient to prove that the letter containing the notice or document was
properly addressed and stamped and put into a post office letterbox or by a letter
from the Secretary certifying that the notice or document has been posted.
Notice in case of death or bankruptcy
156.
A notice may be given by the Company to the persons entitled to a share in
consequence of the death or bankruptcy of a Member by sending it through
representatives of the deceased or assignee of the bankrupt, or by any like
description, at the address if any, within Malaysia supplied for the purpose by the
persons claiming to be so entitled or (until such an address has been so supplied)
by giving the notice in any manner in which the same might have been if the death
or bankruptcy had not occurred. Every person who, by operation of law, transfer
transmission or other means whatsoever, shall become entitled to any share, shall
be bound by every notice in respect of such share, which previously to his name
and address being entered in the Register of Members or Record of Depositors as
the registered holder of such share, shall have been duly given to the person from
whom he derives the title to such share.
Who may receive notice of general meeting
157.
(a)
Notice of every general meeting shall be given in any manner hereinbefore
mentioned to: -
(I)
every Member with a registered address in Malaysia or an address
for service of notices in Malaysia;
(ii)
every person entitled to a share in consequence of the death or
bankruptcy of a Member who, but for his death or bankruptcy,
would be entitled to receive notice of the meeting;
(iii)
the Auditor for the time being of the Company;
(iv)
52
every Exchange in which the Company is listed.
(b)
No other person shall be entitled to receive notices of general meetings.
(c)
The Company shall give at least fourteen (14) days notice of every general
meeting by advertisement in one (1) issue of a daily newspaper circulating
in Malaysia.
(d)
Whenever any notice is required to be given under the provisions of the law
of Malaysia or of these Articles, waiver thereof or the shortening of the
period of such notice, may be effectively executed in writing by the person
or persons entitled to such notice.
COMPLIANCE
Compliance with statutes, regulations and rules
158.
The Company shall comply with all the provisions of relevant government statutes,
regulations and rules as may be amended, modified or varied from time to time, or
any other directive or requirement imposed by the Exchange, the Depository and
other appropriate authorities or regulatory bodies notwithstanding any provisions in
these Articles to the contrary.
WINDING UP
Distribution of assets in specie
159.
If the Company is wound up the liquidator may, with the sanction of a special
resolution of the Company, divide amongst the Members in kind the whole or any
part of the assets of the Company (whether they consist of property of the same
kind or not) and may for that purpose set such value as he deems fair upon any
property to be divided as aforesaid and may determine how the division shall be
carried out as between the Members or different classes of Members. The
liquidator may, with the like sanction, vest the whole or any part of any such assets
in trustees upon such trusts for the benefit of the contributories as the liquidator,
with the like sanction, think fit but so that no Member shall be compelled to accept
any shares or other securities whereon there is any liability.
160.
Save that this Article shall be without prejudice to the rights of holders of shares
issued upon special terms and conditions the following provisions shall apply: (a)
If the Company shall be wound up and the assets available for distribution
among the Members as such shall be insufficient to repay the whole of the
paid up capital such assets shall be distributed so that as nearly as may be
the losses shall be borne by the Members in proportion to the capital paid
up, or which ought to have been paid up at the commencement of the
winding-up, on the shares held by them respectively; and
53
(b)
If in a winding-up the assets available for distribution among the Members
shall be more than sufficient to repay the whole of the capital paid up at the
commencement of the winding-up the excess shall be distributed, among
the Members in proportion to the capital paid-up, or which ought to have
been paid up at the commencement of the winding-up on the shares held
by them respectively.
Voluntary liquidation
161.
On the voluntary liquidation of the Company, no commission or fee shall be paid to
the liquidator unless it shall have been ratified by Members. The amount of such
payment shall be notified to all Members at least seven (7) days prior to the
meeting at which it is to be considered.
SECRECY CLAUSE
162.
Save as may be provided by the Act, no Member shall be entitled to enter into or
upon or inspect any premises or property of the Company nor to require discovery
of any information respecting any detail of the Company's trading, manufacturing
or any matter which is or may be in the nature of a trade secret or secret process
which may relate to the conduct of the business of the Company and which in the
opinion of the Directors, it would be inexpedient in the interest of the Members of
the Company to communicate to the public.
INDEMNITY
163.
Every Director, Managing Director, Auditor, Secretary and other officer for the time
being of the Company shall be indemnified out of the assets of the Company
against any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgement is given in his favour or in which he is acquitted or in
connection with any application under the Act in which relief is granted to him by
the Court in respect of any negligence, default breach of duty or breach of trust.
ALTERATION OF ARTICLES
Effects of the Listing Requirements
164.
(a)
Notwithstanding anything contained in these Articles, if the Listing
Requirements prohibit an act being done, the act shall not be done.
(b)
Nothing contained in these Articles prevents an act being done that the
Listing Requirements require to be done.
(c)
If the Listing Requirements require an act to be done or not to be done,
authority is given for that act to be done or not to be done (as the case may
be).
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(d)
If the Listing Requirements require these Articles to contain a provision and
they do not contain such a provision, these Articles are deemed to contain
that provision.
(e)
If the Listing Requirements require these Articles not to contain a provision
and they contain a provision, these Articles are deemed not to contain that
provision.
(f)
If any provision of these Articles is or becomes inconsistent with the Listing
Requirements, these articles are deemed not to contain that provision to the
extent of the inconsistency.
(g)
For the purpose of this Article, unless the context otherwise requires,
"Listing Requirements" means the Listing Requirements including any
amendment to the Listing Requirements that may be made from time to
time.
55
We, the several persons whose names and addresses are subscribed hereunder being
subscribers hereby agree to the foregoing Articles of Association
Names, Addresses and Description of Subscribers
MOHD ZAKIR OMAR
No. 41, Jalan Nova U5/82
Subang Bistari
Bandar Pinggiran Subang
40150 Shah Alam
Selangor
I .C. No. : 700313-02-5573
Occupation: Director, Finance, Corporate
Affairs & Investment
AZMY MAHBOT
No. 22, Jalan Seri Putra 3/6
Bandar Seri Putra
43000 Kajang
Selangor
I.C. No. : 750614-04-5151
Occupation: Deputy General Manager
Dated this 19th day of August, 2008.
Witness to the above signatures:MOHD NOR AZAM MOHD SALLEH
(MAICSA 7028137)
Company Secretary
NRIC No. 741217-14-5103
14D, Lorong Kancil, Klang Gate
Hulu Kelang, 53100 Kuala Lumpur
These are the Articles of Association as adopted by the Special Resolution
passed on 22 December 2010 in substitution for and to the exclusion of all
existing Articles of Association of the Company.
Lodged by
Tel No.
UEM Land Holdings Berhad Berhad (No. 830144-W)
19-2 Mercu UEM
Jalan Stesen Sentral 5
Kuala Lumpur Sentral
50470 Kuala Lumpur
03-2727 6868

Company No: 830144-W THE COMPANIES ACT, 1965 MALAYSIA

Transcription

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