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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant or other independent professional advisers immediately. Bursa Malaysia Securities Berhad ("BMSB") takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. Pursuant to Practice Note No. 18/2005 of the Listing Requirements, Part I and II of this Circular are not required to be reviewed by BMSB and have not been perused by BMSB.

HWANG-DBS (MALAYSIA) BERHAD

(Company No.: 238969-K) (Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS in relation to the

I. II.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED RENEWAL OF PURCHASE OF OWN SHARES

III. PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The Notice of the Fifteenth Annual General Meeting to be held at the Bayan Room, Hotel Equatorial, No. 1, Jalan Bukit Jambul, 11900 Penang on Tuesday, 27 November 2007 at 10.45 am or any adjournment thereof, is sent to you together with this Circular. Shareholders are advised to refer to the Notice of the Fifteenth Annual General Meeting and the Form of Proxy which are included in the Annual Report 2007. The Form of Proxy must be lodged at the Registered Office of the Company at Level 8, Wisma Sri Pinang, 60 Green Hall, 10200 Penang not less than 48 hours before the time stipulated for the holding of the Annual General Meeting and any adjournment thereof. This Circular is dated 1 November 2007

DEFINITIONS In this Circular and the accompanying appendices, the following words or abbreviations shall have the following meanings unless otherwise stated: "Act" "AGM" "Board" "Bursa Securities" "Code" "DBSAM" "DHC" "DHCM" "Director" : : : : : : : : : The Companies Act, 1965, as amended from time to time, and any reenactment thereof Annual General Meeting Board of Directors of the Company Bursa Malaysia Securities Berhad (Company No. 635998-W) Malaysian Code on Take-Overs and Mergers, 1998, as amended from time to time DBS Asset Management Ltd (Reg No. 198202562H) DBS HDM Capital Sdn Bhd (Company No. 686081-U) DBS HDM Capital Management Sdn Bhd (Company No. 686085-P) shall have the meaning given in section 4 of the Act and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a director of the Company or any other company which is its subsidiary or holding company or a chief executive officer of the Company, its subsidiary or holding company Extraordinary General Meeting Earnings Per Share HwangDBS Investment Bank Berhad (formerly known as Hwang-DBS Investment Bank Berhad) (formerly known as Hwang-DBS Securities Berhad) (Company No. 14389-U) HwangDBS Resources Sdn Bhd (formerly known as Hwang-DBS Resources Sdn Bhd) (Company No. 256674-T) HwangDBS Investment Management Berhad (formerly known as HwangDBS Investment Management Berhad) (Company No. 429786-T) HwangDBS Vickers Research Sdn Bhd (formerly known as Hwang-DBS Vickers Research Sdn Bhd) (Company No. 128540-U) HDM Futures Sdn Bhd (Company No. 258146-M) Hwang-DBS (Malaysia) Berhad (Company No. 238969-K) Hwang-DBS and its subsidiaries as defined in the Act Ordinary shares of RM1.00 each in Hwang-DBS Listing Requirements of Bursa Securities A person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of

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"EGM" "EPS" "HDBSIB"

: : :

"HDBSR" "HDBSIM" "HDBSVR" "HDMF" "Hwang-DBS" or "Company" "Hwang-DBS Group" or "Group" "Hwang-DBS Shares" or "Shares" "Listing Requirements" "Major Shareholder(s)"

: : : : : : : : :

DEFINITIONS the nominal amounts of those shares, is:a) equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in the Company; or b) equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company. For the purpose of this definition, "interest in shares" shall have the meaning given in Section 6A of the Act. A Major Shareholder includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Major Shareholder of the Company as defined above (or of any other company which is its subsidiary or holding company) "NA" "Proposals" : : Net assets Collectively the Proposed Change of Name, Proposed Amendments to the Articles of Association, Proposed Renewal of Purchase of Own Shares and Proposed Shareholders' Mandate Proposed renewal of shareholders' authorisation to enable the Company to purchase its own shares of up to ten per centum (10%) at any point in time of the issued and paid-up capital of the Company pursuant to Section 67A of the Act Proposed renewal of shareholders' mandate for Recurrent Related Party Transactions Related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for Hwang-DBS Group's day-to-day operations and which are made in the ordinary course of business of the Group A Director, Major Shareholder or person connected with such Director or Major Shareholder Ringgit Malaysia and sen respectively Securities Commission

"Proposed Renewal of Purchase of Own Shares"

:

"Proposed Shareholders' Mandate" "Recurrent Related Party Transaction(s)"

: :

"Related Party(ies)" "RM" and "sen" "SC"

: : :

In this Circular, unless there is something in the subject or context which is inconsistent herewith, the singular includes the plural, references to gender include both genders and the neuter.

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TABLE OF CONTENTS LETTER TO THE SHAREHOLDERS OF HWANG-DBS CONTAINING: 1. 2. INTRODUCTION PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 2.1 2.2 3. DETAILS RATIONALE 1 2 Page 1

PROPOSED RENEWAL OF PURCHASE OF OWN SHARES 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 DETAILS SALIENT TERMS RATIONALE RISK FACTORS IMPLICATIONS RELATING TO THE CODE PUBLIC SHAREHOLDING SPREAD PURCHASES AND RESALES MADE IN THE PREVIOUS 12 MONTHS HISTORICAL SHARE PRICES 2 3 4 4 4 5 5 5

4.

PROPOSED SHAREHOLDERS' MANDATE 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 INTRODUCTION LISTING REQUIREMENTS SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS CLASSES AND NATURE OF RECURRENT RELATED PARTY TRANSACTIONS VALUE OF TRANSACTIONS RATIONALE BENEFIT REVIEW PROCEDURES STATEMENT BY AUDIT COMMITTEE 6 6 6 8 10 10 10 10 11 11 11 13

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5. 6. 7.

FINANCIAL EFFECTS OF THE PROPOSALS DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS CONDITIONS OF THE PROPOSALS

TABLE OF CONTENTS Page 8. 9. 10. DIRECTORS' RECOMMENDATION AGM FURTHER INFORMATION 13 14 14 15-24 25-26 27-28

APPENDIX I ­ PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION APPENDIX II - FURTHER INFORMATION EXTRACT OF NOTICE OF AGM

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HWANG-DBS (MALAYSIA) BERHAD (Company No: 238969-K) (Incorporated in Malaysia) Registered Office: Level 8, Wisma Sri Pinang 60, Green Hall, 10200 Penang Malaysia 1 November 2007 Directors: Dato' Seri Hwang Sing Lue (Executive Chairman) Hwang Lip Teik (Non-Executive Director) Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar (Non-Executive Director) Ang Teik Siew (Ang Teik Lim Eric) (Non-Executive Director) Lau Cheng Huat, David (Non-Executive Director) Kankipati Rajan Raju (Non-Executive Director) Tan Sri Dato' Ahmad Sabki Jahidin (Independent Non-Executive Director) Ong Eng Kooi (Independent Non-Executive Director) Y.A.M. Tengku Syarif Bendahara Perlis Syed Badarudin Jamalullail Ibni Almarhum Tuanku Syed Putra Jamalullail (Independent Non-Executive Director) To: The Shareholders of Hwang-DBS (Malaysia) Berhad

Dear Sir/Madam, I. II. III. 1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED RENEWAL OF PURCHASE OF OWN SHARES PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INTRODUCTION The Board of the Company had on 27 September 2007 and 1 October 2007 respectively announced to Bursa Securities that it will seek shareholders' approval for the following proposals: (a) (b) (c) proposal to amend the Articles of Association of the Company; proposal to renew the authority given to the Company to purchase its own shares of up to 10% of the Company's issued and paid-up share capital; and proposal to obtain shareholders' mandate for renewal of Recurrent Related Party Transactions.

The purpose of this Circular is to provide you with details of the aforesaid Proposals and to seek your approval for the resolutions pertaining to the Proposals at the forthcoming AGM of the Company. 2. 2.1 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Details The details of the Proposed Amendments to the Articles of Association are set out in the Appendix I to this Circular.

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2.2

Rationale The Proposed Amendments to the Articles of Association is tabled for shareholders' approval for the purpose of updating the Articles of Association of the Company, where relevant, to be in line with the amendments to the Listing Requirements, to enhance the administration of the Company's internal processes and to render consistency throughout the Articles of Association of the Company.

3. 3.1.

PROPOSED RENEWAL OF PURCHASE OF OWN SHARES Details The Company had, at its EGM held on 7 June 2000, obtained shareholders' approval to purchase up to 10% of the total paid-up share capital of the Company as quoted on Bursa Securities. The authority conferred by the shareholders was subsequently renewed annually during the general meetings of the Company. The authority conferred by the shareholders during the AGM held on 30 November 2006 shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless it is renewed. Accordingly, your Board proposes to seek shareholders' approval for a renewal of the authorisation to enable the Company to purchase up to 10% of the issued and paid-up share capital of the Company as quoted on Bursa Securities at the point of purchase. As at 5 October 2007, the Company has purchased a total of 10,662,100 Hwang-DBS Shares. All the shares bought back were retained as treasury shares. The issued and paid-up share capital of the Company, before adjusting for treasury shares, is RM265,609,000 comprising 265,609,000 ordinary shares. As an illustration, the maximum number of Hwang-DBS Shares which may be purchased by the Company will not be more than 26,560,900 shares based on the issued and paid-up share capital of the Company as at 5 October 2007. However, the total number of shares that may be purchased including the existing treasury shares held shall not exceed 10% of the total issued share capital of the Company as at the point of purchase. The shares purchased may be cancelled or retained as treasury shares or a combination of both; the proportion of which will be determined at a later stage. Where shares purchased are retained as treasury shares, the Company may subsequently distribute the treasury shares as dividends to the shareholders of the Company and/or resell them on Bursa Securities. In the event the Company decides to purchase its own shares, the Board is required to make a declaration of solvency to Bursa Securities and release an announcement on the day the purchase is made, providing details of the description of the shares purchased, the number of shares purchased, the minimum and maximum price paid for the shares, the total consideration paid, the number of shares purchased which are retained in treasury, the number of shares purchased which are proposed to be cancelled, the cumulative net outstanding treasury shares at the date of notification, where applicable, and, where all or any of the shares purchased are proposed to be cancelled, the adjusted share capital. In the event the Company decides to resell the treasury shares, the Company is required to release an announcement on the day the resale is made providing details of the number of shares resold, the minimum and maximum resale price, the total consideration received and the cumulative net outstanding treasury shares at the date of notification. In the event the Company decides to cancel the shares purchased and/or the treasury shares, the Company is required to release an announcement on the day the cancellation is made, providing details of the number of shares cancelled, the date of cancellation and the outstanding and paid-up share capital of the Company after cancellation. The actual number of shares to be purchased/resold, the total amount of funds involved and the timing of each purchase/resale will depend on, inter alia, market conditions, available financial resources of the Company at that time and Bursa Securities' requirement to maintain the necessary shareholding spread.

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3.2.

Salient Terms (a) Timing The ordinary resolution pertaining to the Proposed Renewal of Purchase of Own Shares will allow the Company to purchase its own shares until: (i) (ii) (iii) the conclusion of the next AGM of the Company following the forthcoming AGM, unless the authorisation is renewed; or the expiration of the period within which the next AGM following the forthcoming AGM is required by law to be held; or the ordinary resolution is revoked or varied by another ordinary resolution of the shareholders of the Company in a general meeting;

whichever occurs first. (b) Funding The Proposed Renewal of Purchase of Own Shares will be financed from internally generated funds and/or borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of the internally generated funds and bank borrowings at the time of the purchase(s). In the event the Company decides to utilise bank borrowings to finance the Proposed Renewal of Purchase of Own Shares, it will ensure that it has sufficient financial capability to repay the bank borrowings and that the bank borrowings will not have a material impact on the cash flow of the Company. The Proposed Renewal of Purchase of Own Shares must be made wholly out of retained profits and/or the share premium reserves of the Company. Accordingly, a total amount not exceeding the retained profits and share premium reserves of the Company will be allocated for the Proposed Renewal of Purchase of Own Shares. As at 31 July 2007, the audited retained profits and share premium reserves of the Company stood at RM147.09 million and RM32.88 million respectively. (c) Pricing The Proposed Renewal of Purchase of Own Shares will be executed at prices not exceeding 15% above the weighted average market price of the shares for the preceding 5 market days immediately prior to the purchase. If the treasury shares arising from the Proposed Renewal of Purchase of Own Shares are to be resold, they shall be resold at prices which are: (i) (ii) not less than the weighted average market price of the shares for the 5 market days immediately prior to the resale; or a discounted price of not more than 5% to the weighted average market price for the shares for the 5 market days immediately prior to the resale provided that:(i) (ii) (d) Ranking In accordance with section 67A of the Act, if the shares purchased pursuant to the Proposed Renewal of Purchase of Own Shares are retained as treasury shares, the rights attached to them as to voting, dividends and participation in other distribution and otherwise will be suspended. The aforesaid treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purpose including, but not limiting the generality of this provision, the provisions of any law or requirements of the Articles of Association of the Company or the listing rules of Bursa Securities on substantial shareholding, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on a resolution at a meeting. the resale takes place no earlier than 30 days from the date of purchase; and the resale price is not less than the cost of purchase of the shares being resold.

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(e)

Market Transactions The purchase/resale of shares pursuant to the Proposed Renewal of Purchase of Own Shares shall only be effected on the market of Bursa Securities via its Automated Trading System and exclude any direct business as defined in the rules of Bursa Securities. The Proposed Renewal of Purchase of Own Shares will be effected through HDBSIB, a wholly-owned subsidiary of the Company which has been appointed as the stockbroker for the shares buy back exercise.

3.3.

Rationale The Proposed Renewal of Purchase of Own Shares will enable the Company to utilise any surplus financial resources which are not immediately required to purchase its own shares. In addition, the Proposed Renewal of Purchase of Own Shares is expected to potentially benefit the Company and its shareholders as follows: (a) depending on the effective cost of funding of the shares to be purchased, the EPS of Hwang-DBS Group may be enhanced (in the case where the Board resolves to cancel the shares so purchased) and thereby long term and genuine investors are expected to enjoy a corresponding increase in the value of their investments in the Company; if the shares bought back are kept as treasury shares, it will give the Board an option to sell the shares so purchased at a higher price and therefore making an exceptional gain for the Company. Alternatively, the shares so purchased can be distributed as share dividends to shareholders; and the Company may be able to stabilise the supply and demand of its shares in the open market and thereby supporting its fundamental values.

(b)

(c) 3.4.

Risk Factors The Proposed Renewal of Purchase of Own Shares will reduce the financial resources of Hwang-DBS Group and may result in the Group forgoing other investment opportunities that may emerge in the future. It may also result in a lower amount of cash reserves available for dividends to be declared to shareholders as funds are utilised to purchase the shares. On the other hand, the financial resources of the Group may increase if the purchased shares held as treasury shares are resold at prices higher than their purchase price. The Board, in exercising any decision on the Proposed Renewal of Purchase of Own Shares, will be mindful of the interest of the Company and its shareholders.

3.5.

Implications Relating to the Code The Proposed Renewal of Purchase of Own Shares would further reduce the number of voting shares. Therefore, in the event that the Company purchased its own shares of up to a maximum of 10% of its issued and paid-up share capital, the direct and indirect voting equity interest of Dato' Seri Hwang Sing Lue and parties acting in concert with him based on their shareholdings as at 5 October 2007 would increase from 31.24% to 33.32%. Dato' Seri Hwang Sing Lue and parties acting in concert would be obliged to extend a mandatory take-over offer to acquire the remaining shares that are not already owned by them under the Code. Dato' Seri Hwang Sing Lue and parties acting in concert will seek a waiver from the obligation to undertake a mandatory take-over offer for the remaining shares not already owned by them under Practice Note 2.9.10 of the Code at an appropriate time. The Proposed Renewal of Purchase of Own Shares has no implication on any of the other Directors of the Company, substantial shareholders and persons connected with them under the Code save for Dato' Seri Hwang Sing Lue and the following parties who/which are deemed parties acting in concert with him pursuant to the Code: (a) (b) (c) Hwang Lip Teik, a deemed substantial shareholder and Director of the Company; Hwang Lip Koon, a deemed substantial shareholder of the Company; Hwang Enterprises Sdn Bhd, a substantial shareholder of the Company;

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(d) (e) (f) 3.6.

Ladies' Own Sdn Bhd, a shareholder of the Company; Pensin Investments Pte Ltd, a shareholder of the Company; and such other person or persons deemed acting in concert with them pursuant to the Code.

Public Shareholding Spread As at 5 October 2007, the public shareholding spread of the Company was 40.32%. In implementing the Proposed Renewal of Purchase of Own Shares, the Company will ensure that a minimum public shareholding spread of 25% is maintained.

3.7.

Purchases and Resales Made in the Previous 12 Months The following are details of the Company's purchases of its own shares made during the previous twelve (12) months up to 23 October 2007: Date No. of Ordinary Shares Purchased 5,000 28,100 33,100 Total Cost (RM) Lowest Price (RM) Highest Price (RM) Average Price* (RM) 2.22 2.17

05.12.2006 11.01.2007 Total

11,081.40 60,862.66 71,944.06

2.20 2.15

2.20 2.15

* The average price includes stamp duty, brokerage and clearing fees. The shares bought back by the Company are currently being kept as treasury shares. There has been no resale or cancellation of the treasury shares by the Company in the previous twelve (12) months. 3.8. Historical Share Prices The following table sets out the monthly highest and lowest market prices of the Hwang-DBS Shares in the past twelve (12) months as transacted on the Bursa Securities: Year 2006 Month October November December January February March April May June July August September High 1.75 2.03 2.50 2.40 3.40 2.95 3.02 2.90 2.88 2.90 2.76 2.38 Low 1.47 1.74 1.90 2.09 2.34 2.20 2.63 2.50 2.55 2.68 1.95 2.10

2007

The last transacted price of Hwang-DBS Shares on 23 October 2007, being the last practicable date prior to the printing of this Circular, was RM2.31. (Source: Bloomberg)

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4. 4.1.

PROPOSED SHAREHOLDERS' MANDATE Introduction Your Board had, at its EGM held on 30 November 2001, obtained a mandate from shareholders for the Group to enter into Recurrent Related Party Transactions from time to time, and the mandate was subsequently renewed annually during the Company's general meetings. The authority conferred by the shareholders during the annual general meeting held on 30 November 2006 shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM unless authority for its renewal is obtained from the shareholders of the Company.

4.2.

Listing Requirements Chapter 10 (Part E), Paragraph 10.09 of the Listing Requirements allows the Company to seek a mandate from its shareholders to enter into related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:(a) (b) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders' mandate during the financial year where:(i) (ii) the consideration, value of the assets, capital outlay or costs of the aggregated transactions is equal to or exceeds RM1 million; or any one of the percentage ratios (as defined in paragraph 10.02 of the Listing Requirements) of such aggregated transactions is equal to or exceeds 1%,

whichever is the higher; (c) (d) the Company's circular to shareholders shall include all information required under the Listing Requirements; and in a meeting to obtain shareholders' mandate, the interested Director, interested Major Shareholder and interested person connected with a Director or Major Shareholder; and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must ensure that person connected with him/them abstain from voting on the resolution approving the transactions.

4.3.

Shareholders' Mandate for Recurrent Related Party Transactions The principal activity of Hwang-DBS is investment holding. The principal activities of the subsidiary companies of Hwang-DBS are investment banking, stockbroking, dealing in options and futures, properties investment, moneylending, provision of nominee services for local and foreign clients, management of unit trust funds and corporate funds and provision of research services. It is anticipated that the Group would, in the ordinary course of business, enter into transactions with the classes of Related Parties set out in Section 4.4 below. It is likely that such transactions will occur with some degree of frequency and could arise at any time. Your Board therefore wishes to seek a renewal of the authorisation from shareholders to allow the Group to enter into Recurrent Related Party Transactions with the classes of Related Parties set out in Section 4.4 below, provided that such transactions are made at arm's length, on normal commercial terms of the Group and are on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

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The mandate will, if approved by you at the forthcoming AGM, takes effect from the date of the forthcoming AGM until: (a) (b) the conclusion of the next AGM following the forthcoming AGM, at which time it will lapse, unless by a resolution passed at the general meeting, the authority is renewed; the expiration of the period within which the next AGM following the forthcoming AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders in general meeting,

(c)

whichever is the earlier.

The remaining section of this page is intentionally left blank

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4.4.

Classes and Nature of Recurrent Related Party Transactions Name of Related Party Relationship with Listed Issuer ­ Interested Director, Major Shareholder and Connected Persons Nature of Transaction Estimated Value of Transaction from 27 November 2007 to AGM in 2008 (RM'000) 3,000

Name of Company within the HWANGDBS Group Involved

HDBSIB

DBS Bank Ltd

DBS Bank Ltd is a deemed Major Shareholder of Hwang-DBS.

Payment by HDBSIB for consultancy and advisory services provided by DBS Bank Ltd in relation to capital market activities. Payment by HDBSIM for consultancy and advisory services provided by DBSAM to HDBSIM in areas of investment, product development and operational matters. Management fee payable by HDBSIM for fund management services provided by DBSAM in respect of investment made by feeder funds managed by HDBSIM in funds managed by DBSAM. Fee receivable from DBSAM in respect of investment made by feeder funds managed by HDBSIM in funds managed by DBSAM.

HDBSIM

DBSAM

DBSAM, owner of 30% equity interest in HDBSIM, is a person connected to a deemed Major Shareholder of Hwang-DBS, namely DBS Bank Ltd.

2,000

HDBSIM

DBSAM

DBSAM, owner of 30% equity interest in HDBSIM, is a person connected to a deemed Major Shareholder of Hwang-DBS, namely DBS Bank Ltd.

4,000

HDBSIM

DBSAM

DBSAM, owner of 30% equity interest in HDBSIM, is a person connected to a deemed Major Shareholder of Hwang-DBS, namely DBS Bank Ltd.

5,000

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Name of Company within the HWANGDBS Group Involved

Name of Related Party

Relationship with Listed Issuer ­ Interested Director, Major Shareholder and Connected Persons

Nature of Transaction

Estimated Value of Transaction from 27 November 2007 to AGM in 2008 (RM'000) 2,500

DHC

DHCM

DHC is equally owned by Hwang-DBS and DBS Bank Ltd. DHCM is also equally owned by Hwang-DBS and DBS Bank Ltd. DBS Bank Ltd is a deemed Major Shareholder of Hwang-DBS. Dato' Seri Hwang Sing Lue and Mr. Ang Teik Siew (Ang Teik Lim Eric) are directors of both DHC and DHCM. Dato' Seri Hwang Sing Lue is also a deemed Major Shareholder of Hwang-DBS whereas Mr. Ang Teik Siew (Ang Teik Lim Eric) is a director nominated to the Board of Hwang-DBS by DBS Vickers Securities (Malaysia) Pte Ltd and DBS Bank Ltd, a Major Shareholder and deemed Major Shareholder respectively of Hwang-DBS.

Payment of management fee, incentive and other payments under fund management agreement by DHC to DHCM.

DHCM

DBS Bank Ltd

DHCM is equally owned by Hwang-DBS and DBS Bank Ltd. DBS Bank Ltd is a deemed Major Shareholder of Hwang-DBS. Mr. Ang Teik Siew (Ang Teik Lim Eric) is a director of DHCM. He is also a director nominated to the Board of Hwang-DBS by DBS Vickers Securities (Malaysia) Pte Ltd and DBS Bank Ltd, a Major Shareholder and deemed Major Shareholder respectively of Hwang-DBS.

Payment of offshore technical assistance services fee, incentive and other payments under offshore technical assistance agreement by DHCM to DBS Bank Ltd.

1,300

Note: 1. Details of the shareholdings of the Related Parties in the Company are as shown in Section 6.2 below.

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4.5.

Value of Transactions The estimated value of the transactions set out in Section 4.4 above are based on either the actual transaction value under the previous mandate (where relevant) or projected based on information available at the point of estimation. However, the actual value of transactions may vary from the estimated value disclosed above. The actual transaction value under the previous shareholders' mandate which exceeded the threshold prescribed in the Listing Requirements are disclosed in the Company's Annual Report 2007.

4.6.

Rationale The Recurrent Related Party Transactions envisaged under the Proposed Shareholders' Mandate are in the ordinary course of business of the Group and are undertaken at arm's length, on normal commercial terms of the Group which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. These transactions may be constrained by their time-sensitive nature and it would be impractical to seek shareholders' approval on a case by case basis before entering into such Recurrent Related Party Transactions. The granting by shareholders of the Proposed Shareholders' Mandate and the renewal of the same on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders' approval as and when potential Recurrent Related Party Transactions arise, thereby reducing substantially administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group.

4.7.

Benefit The Hwang-DBS Group has a long-standing business relationship with each of the Related Parties. The transactions between the various Related Parties are carried out on an arm's length basis. The close cooperation between Hwang-DBS Group and the various Related Parties have reaped mutual benefits and will continue to be of benefits to the business of Hwang-DBS Group.

4.8.

Review Procedures The Group has established the following procedures to ensure that Recurrent Related Party Transactions are undertaken on arm's length basis and on normal commercial terms, which are consistent with the Group's usual business practices and policies and which are on terms not more favourable to the Related Parties than those extended to third parties/public: (a) a list of Related Parties is circulated within the Group and all companies in the Group are notified that all Recurrent Related Party Transactions are required to be undertaken on arm's length basis and on normal commercial terms; records are maintained by the Group to capture all Recurrent Related Party Transactions which are entered into pursuant to the Proposed Shareholders' Mandate; the Board and the Audit Committee shall undertake periodic review of Recurrent Related Party Transactions via management reports prepared in respect of same; the pricing shall be at the prevailing market rates/prices of the service including where appropriate preferential rates and discounts accorded (the same as are accorded to third party in large transactions) or on the service provider's usual commercial terms, and otherwise in accordance with rules or market practices governing activities of unit trust and fund management companies, the financial service sector and applicable industry norm; and where a Director has an interest, direct or indirect, in any Recurrent Related Party Transaction, such Director shall abstain from deliberation and voting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall also abstain from deliberation and voting on any matter relating to any decisions to be taken by the Audit Committee in respect of such transactions.

(b) (c) (d)

(e)

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4.9.

Statement by Audit Committee The Audit Committee of the Company has seen and reviewed the procedures mentioned in Section 4.8 above and are of the view that the said procedures are sufficient to ensure that the Recurrent Related Party Transactions are not more favourable to the Related Parties than those generally available to the public and/or are on the service provider's usual commercial terms and are not to the detriment of the minority shareholders.

5. 5.1.

FINANCIAL EFFECTS OF THE PROPOSALS Share Capital There will be no effect on the issued and paid-up share capital of the Company if the shares to be bought back by the Company pursuant to the Proposed Renewal of Purchase of Own Shares are retained as treasury shares. However, assuming that the Proposed Renewal of Purchase of Own Shares is carried out in full and the shares so purchased are entirely cancelled, the Proposed Renewal of Purchase of Own Shares will result in the issued and paid-up share capital of the Company as at 5 October 2007 to be reduced by 26,560,900 shares as follows: Issued and fully paid-up share capital (No. of ordinary shares) 265,609,000 (26,560,900) 239,048,100

Existing as at 5 October 2007 (before adjusting for the treasury shares currently held) Upon cancellation of the purchased 10% of the issued and paid-up share capital of the Company Reduced share capital

The Proposed Amendments to the Articles of Association and Proposed Shareholders' Mandate will not have any effect on the issued and paid-up share capital of the Company. 5.2. NA and EPS The effect of the Proposed Renewal of Purchase of Own Shares on the NA per share and EPS of the Group will depend on the number of shares purchased/resold/cancelled, the purchase prices, resale prices and funding costs of the Group. The Proposed Shareholders' Mandate will not have any material effect on the NA per share of the Group. The extent of the effect on EPS of the Group will depend on the actual amount incurred on the Recurrent Related Party Transactions. The Proposed Amendments to the Articles of Association will not have any material effect on the NA per share and EPS of the Group. 5.3. Working Capital The Proposed Renewal of Purchase of Own Shares will reduce the working capital of the Group, the quantum of which will depend on the number of shares purchased, purchase price of the shares and funding costs of the Group. The Proposed Amendments to the Articles of Association and Proposed Shareholders' Mandate will not have any significant effect on the working capital of the Group. 6. 6.1. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Proposed Amendments to the Articles of Association None of the Directors, Major Shareholders or persons connected with a Director or Major Shareholder has any interest, direct or indirect, in the Proposed Amendments to the Articles of Association.

11

6.2.

Proposed Renewal of Purchase of Own Shares Save for the proportionate increase in the percentage of shareholdings and/or voting rights of shareholders of the Company as a result of the Proposed Renewal of Purchase of Own Shares, none of the Directors, Major Shareholders of the Company or persons connected with them has any interest, direct or indirect, in the Proposed Renewal of Purchase of Own Shares and in the resale of treasury shares, if any. The following table illustrates the direct and indirect interests of Directors and Major Shareholders of the Company as per the Register of Directors' Shareholdings and Register of Substantial Shareholders on 5 October 2007.

Before Proposed Renewal of Purchase of Own Shares Direct Interest Indirect Interest No. of % No. of % Shares Shares (`000) (`000) Directors Dato' Seri Hwang Sing Lue (a) Hwang Lip Teik (b) Y.A.M. Tunku Dato' Seri Nadzaruddin ibni Tuanku Ja'afar Ang Teik Siew (Ang Teik Lim Eric) Lau Cheng Huat, David Kankipati Rajan Raju Tan Sri Dato' Ahmad Sabki Jahidin Ong Eng Kooi Y.A.M. Tengku Syarif Bendahara Perlis Syed Badarudin Jamalullail Ibni Almarhum Tuanku Syed Putra Jamalullail Major Shareholders Dato' Seri Hwang Sing Lue (a) Hwang Lip Teik (b) Hwang Lip Koon (b) Hwang Enterprises Sdn Bhd DBS Vickers Securities (Malaysia) Pte Ltd (in liquidation) DBS Securities Holding Pte Ltd (in liquidation) (c) DBS Vickers Securities Holdings Pte Ltd (d) DBS Bank Ltd (e) DBS Group Holdings Ltd (f) Maju Holdings Pte Ltd (g) Temasek Holdings (Private) Limited (h) Minister for Finance Incorporated, Singapore (i) 10,964 5 67,672 60,000 4.30 26.54 23.53 68,672 68,102 68,102 26.94 26.71 26.71 10,964 5 67,672 60,000 4.59 28.31 25.10 68,672 68,102 68,102 28.73 28.49 28.49 10,964 5 500 65 25 4.30 0.20 0.03 0.01 68,672 68,102 26.94 26.71 10,964 5 500 65 25 4.59 0.21 0.03 0.01 68,672 68,102 28.73 28.49 After Proposed Renewal of Purchase of Own Shares Direct Interest Indirect Interest No. of % No. of % Shares Shares (`000) (`000)

10,600 -

4.16 -

60,000 60,000 60,000 70,600 70,600 70,600 70,600

23.53 23.53 23.53 27.69 27.69 27.69 27.69

10,600 -

4.43 -

60,000 60,000 60,000 70,600 70,600 70,600 70,600

25.10 25.10 25.10 29.53 29.53 29.53 29.53

12

Notes: (a) Deemed interested through Hwang Enterprises Sdn Bhd, Ladies' Own Sdn Bhd, Pensin Investments Pte Ltd and his daughter (b) Deemed interested through Hwang Enterprises Sdn Bhd and Ladies' Own Sdn Bhd (c) Deemed interested through DBS Vickers Securities (Malaysia) Pte Ltd (in liquidation) (d) Deemed interested through DBS Securities Holding Pte Ltd (in liquidation) (e) Deemed interested through DBS Vickers Securities Holdings Pte Ltd (f) Deemed interested through DBS Bank Ltd (g) Deemed interested through DBS Group Holdings Ltd (h) Deemed interested through DBS Group Holdings Ltd and Maju Holdings Pte Ltd (i) Deemed interested through Temasek Holdings (Private) Limited 6.3. Proposed Shareholders' Mandate The Major Shareholders and persons connected with the Major Shareholders who are interested in the Proposed Shareholders' Mandate are disclosed in Section 4.4 above. The direct and indirect shareholdings of the Major Shareholders can be found in Section 6.2 above. The Directors who are interested in the Proposed Shareholders' Mandate, namely Dato' Seri Hwang Sing Lue and Mr. Ang Teik Siew (Ang Teik Lim Eric) ("Interested Directors") have and will continue to abstain from Board deliberations and voting in relation to the relevant Recurrent Related Party Transactions. They will also abstain from voting at the AGM in respect of their direct and indirect interest and will ensure that persons connected with them also abstain from voting on the resolution in respect of the Proposed Shareholders' Mandate. In addition, the interested Major Shareholders of the Company, namely, DBS Vickers Securities (Malaysia) Pte Ltd (in liquidation) and DBS Bank Ltd will also abstain from voting at the AGM to be convened on the Proposed Shareholders' Mandate by virtue of their direct and indirect interest in the Company. The interested Major Shareholders also undertake to ensure that persons connected with them will abstain from voting at the AGM to be convened in respect of their interest in the Company on the Proposed Shareholders' Mandate. Save as aforesaid, none of the Directors, other Major Shareholders or persons connected with a Director or Major Shareholder has any interest, direct or indirect, in the Proposed Shareholders' Mandate. 7. CONDITIONS OF THE PROPOSALS The Proposals are conditional upon the approvals of the shareholders of the Company being obtained at the forthcoming AGM. 8. 8.1. DIRECTORS' RECOMMENDATION Proposed Amendments to the Articles of Association and Proposed Renewal of Purchase of Own Shares Your Board having considered all aspects of the Proposed Amendments to the Articles of Association and Proposed Renewal of Purchase of Own Shares, is of the opinion that they are in the best interest of the Company. Your Board accordingly recommends that you vote in favour of the resolutions pertaining to the Proposed Amendments to the Articles of Association and Proposed Renewal of Purchase of Own Shares to be tabled at the forthcoming AGM of the Company. 8.2. Proposed Shareholders' Mandate Your Board (with the exception of the Interested Directors), having considered all aspects of the Proposed Shareholders' Mandate, is of the opinion that the Proposed Shareholders' Mandate is in the best interest of the Hwang-DBS Group. Your Board accordingly recommends that you vote in favour of the resolution pertaining to the Proposed Shareholders' Mandate to be tabled at the forthcoming AGM of the Company.

13

9.

AGM The resolutions pertaining to the Proposals have been incorporated in the Notice of AGM in the Company's 2007 Annual Report which is being circulated together with this Circular. The AGM will be held at the Bayan Room, Hotel Equatorial, No. 1, Jalan Bukit Jambul, 11900 Penang on Tuesday, 27 November 2007 at 10.45 am or any adjournment thereof. If you are unable to attend and vote in person at the forthcoming AGM, you may complete, sign and return the Form of Proxy enclosed in the Company's Annual Report 2007 in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive at the registered office of the Company not later than forty-eight (48) hours before the date and time fixed for the forthcoming AGM or any adjournment thereof. The lodging of the Form of Proxy will not, however, preclude you from attending the forthcoming AGM and voting in person should you subsequently wish to do so.

10.

FURTHER INFORMATION The shareholders of the Company are requested to refer to the Appendix II of this Circular for further information.

Yours faithfully, For and on behalf of the Board of HWANG-DBS (MALAYSIA) BERHAD

Tan Sri Dato' Ahmad Sabki Jahidin Independent Non-Executive Director

14

APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION No. 2. Existing Articles Details Definitions "Approved Market Place" A stock exchange which is specified to be an approved market place in the Securities Industry (Central Depositories) (Exemption) (No. 2) Order 1998. "Central Depository" Malaysian Central Depository Sdn. Bhd. "Depositor" A Securities Account holder. No. 2. Proposed Articles Details Definitions "Approved Market Place" A stock exchange which is specified to be an approved market place in the Securities Industry (Central Depositories) (Exemption) (No. 2) Order 1998. "Depository" Bursa Malaysia Depository Sdn. Bhd. "Depositor" A holder of a Securities Account established by the Depository. "Exchange" Bursa Malaysia Securities Berhad "Listing Requirements" Listing Requirements of the Kuala Lumpur Stock Exchange including any amendment to the Listing Requirements that may be made from time to time. "Market day" Any day between Mondays and Fridays which is not a market holiday or a public holiday. "Member" A person, whether an individual or corporation, who is registered in accordance with these Articles of Association as the holder for the time being of shares in the capital of the Company (except the Malaysian Central Depository Nominee Sdn. Bhd.) or as the case may be, the Depositors whose names appear on the Record of Depositors. "Record of Depositors" A record provided by Central Depository to the Company or its registrar under Chapter 24.0 of the Rules of the Central Depository. "Rules" The Rules of the Central Depository. 3. (c) Issue Of Shares Notwithstanding Article 3(b) above, the Company may apply to Kuala Lumpur Stock Exchange to waive the convening of an extraordinary general meeting to obtain shareholders' approval for further issues of shares (other than bonus or rights issues) where the aggregate of the shares issued in

15

"Listing Requirements" Listing Requirements of the Kuala Lumpur Stock Exchange including any amendment to the Listing Requirements that may be made from time to time. "Market day" A day on which the stock market of the Exchange is open for trading in securities. "Member" Includes a Depositor who shall be treated as if he were a member pursuant to Section 35 of the Securities Industry (Central Depositories) Act 1991 but excludes the Depository in its capacity as a bare trustee.

"Record of Depositors" A record provided by Central the Depository to the Company or its registrar under Chapter 24.0 of the Rules of the Central Depository. "Rules" The Rules of the Central Depository. 3. (c) Issue Of Shares Notwithstanding Article 3(b) above, the Company may apply to Kuala Lumpur Stock the Exchange to waive the convening of an extraordinary general meeting to obtain shareholders' approval for further issues of shares (other than bonus or rights issues) where the aggregate of the shares issued in

No.

Existing Articles Details any one financial year does not exceed ten per centum (10%) of the issued share capital of the Company.

No.

Proposed Articles Details any one financial year does not exceed ten per centum (10%) of the issued share capital of the Company.

(e)

The Company shall ensure that all new issues of shares for which listing is sought are made by way of crediting the securities accounts of the allottees with such shares save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, in which event it shall so similarly be exempted from compliance with this Article. For this purposes, the Company must notify the Central Depository of the names of the allottees and all such particulars required by the Central Depository to enable the Central Depository to make the appropriate entries in the securities accounts of such allottees. The total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time. Power To Purchase Shares Subject to the provisions of the Act, rules, regulations and orders made pursuant to the Act, the conditions, restrictions, and limitations expressed in these Articles and the requirements of the Kuala Lumpur Stock Exchange and any other relevant authority and other laws made or passed from time to time pertaining to such purchases, the Company shall have power to purchase its own shares and any shares so purchased by the Company may be dealt with as provided by the Act and the requirements of the Kuala Lumpur Stock Exchange and/or any other relevant authorities. Share Certificates / Notices Of Allotment Subject to the provisions of the Act, the Central Depositories Act and the Rules, the Company shall allot shares and despatch notices of allotment to the allottees within twenty (20) market days of the final application closing date for such issue of shares or such other period as may be prescribed by Kuala Lumpur Stock Exchange and deliver to the Central Depository the appropriate certificates in such denominations as may be specified by the Central Depository registered in the name of the Central Depository or its nominee Company. Every certificate shall be issued under the

16

(e)

The Company shall ensure that all new issues of shares for which listing is sought are made by way of crediting the securities accounts of the allottees with such shares save and except where it is specifically exempted from compliance with Section 38 of the Central Depositories Act, in which event it shall so similarly be exempted from compliance with this Article. For this purposes, the Company must notify the Central Depository of the names of the allottees and all such particulars required by the Central Depository to enable the Central Depository to make the appropriate entries in the securities accounts of such allottees. The total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time. (Deleted) Power To Purchase Shares Subject to the provisions of the Act, rules, regulations and orders made pursuant to the Act, the conditions, restrictions, and limitations expressed in these Articles and the requirements of the Kuala Lumpur Stock Exchange and any other relevant authority and other laws made or passed from time to time pertaining to such purchases, the Company shall have power to purchase its own shares and any shares so purchased by the Company may be dealt with as provided by the Act and the requirements of the Kuala Lumpur Stock Exchange and/or any other relevant authorities. Share Certificates / Notices Of Allotment Subject to the provisions of the Act, the Central Depositories Act and the Rules, the Company shall allot shares and despatch notices of allotment to the allottees within twenty (20) (8) market days of the final application closing date for such issue of shares or such other period as may be prescribed by Kuala Lumpur Stock the Exchange and deliver to the Central Depository the appropriate certificates in such denominations as may be specified by the Central Depository registered in the name of the Central Depository or its nominee Company. Every certificate shall be issued under the

(i)

(i)

3A.

3A.

5. (a)

5. (a)

(b)

(b)

No.

Existing Articles Details seal in accordance to Article 94 hereof and shall specify the number of shares to which it relates and the amount paid up thereon.

No.

Proposed Articles Details seal in accordance to with the Article 94 governing the use of Seal hereof and shall specify the number of shares to which it relates and the amount paid up thereon.

6.

Crediting Of Securities Accounts The Company shall not cause or authorize its registrars to cause the Securities Accounts of the allottees to be credited with the additional shares until it has filed with Kuala Lumpur Stock Exchange an application for listing of such additional shares and has been notified by Kuala Lumpur Stock Exchange that they have been authorized for listing. Shares To Be Transferable Subject to the provisions of the Rules, the Central Depositories Act and these Articles, any Member may transfer all or any of his shares by instrument in writing in the form prescribed and approved by the Rules and any other applicable laws. The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Central Depository in accordance with the Rules 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 listed securities. Refusal To Register Transfer The Central Depository may refuse to register any transfer that does not comply with the Central Depositories Act and the Rules. Registration Of Transfers May Be Suspended The registration of transfers 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. Eighteen (18) market days notice of intention to close the register shall be published in a daily newspaper circulated in Malaysia and such notice of intention to close the register shall also be given to Kuala Lumpur Stock Exchange. The said notice shall state the period and purpose or purposes for which the register is being closed. For purposes of the closure, the Company shall give written notice to the Central Depository in accordance with the Rules of the Central Depository to prepare the appropriate Record

17

6.

Crediting Of Securities Accounts The Company shall not cause or authorize its registrars to cause the Securities Accounts of the allottees to be credited with the additional shares until it has filed with Kuala Lumpur Stock the Exchange an application for listing of such additional shares and has been notified by Kuala Lumpur Stock the Exchange that they have been authorized for listing. Shares To Be Transferable Subject to the provisions of the Rules, the Central Depositories Act and these Articles, any Member may transfer all or any of his shares by instrument in writing in the form prescribed and approved by the Rules and any other applicable laws. The transfer of any listed security or class of listed security of the Company, shall be by way of book entry by the Central Depository in accordance with the Rules 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 listed securities. Refusal To Register Transfer The Central Depository may refuse to register any transfer that does not comply with the Central Depositories Act and the Rules. Registration Of Transfers May Be Suspended The registration of transfers 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. Eighteen (18) At least ten (10) market days or such other period as may be prescribed by the Exchange, notice of intention to close the register shall be published in a daily newspaper circulated in Malaysia and such notice of intention to close the register shall also be given to Kuala Lumpur Stock the Exchange. The said notice shall state the period and purpose or purposes for which the register is being closed. For purposes of the closure, the Company shall give written notice to the Central Depository in

19.

19.

21.

21.

22.

22.

No.

Existing Articles Details of Depositors.

No.

Proposed Articles Details accordance with the Rules of the Central Depository to prepare the appropriate Record of Depositors.

23.

No Liability For Fraudulent Transfers Neither the Company nor its Directors nor any of its officers shall be liable for any transfer of shares effected by the Central Depository or for acting upon or in reliance on such transfer although the same may, by reason of any fraud or other cause not known to the Company or its Directors or officers, be legally inoperative, defective or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to be set aside. And in every such case, the person in respect thereof whose name appears in the Record of Depositors or who transfers the share into his Securities Account shall be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto. Transmission Of Shares Subject to the Rules or as the Central Depository may determine, the executors or administrators of a deceased member shall be the only persons recognised by the Company as having any title to his interest in the shares. Death, Bankruptcy Or Mental Disorder Of A Member Any person becoming entitled to a share in consequence of the death, bankruptcy or mental disorder of a Member may upon production of such evidence as may be required by the Central Depository, transfer the share in accordance with the Central Depository Act and/or the Rules. The entitlement of a person becoming entitled to a share in consequence of the death, bankruptcy or mental disorder of a Member to elect either to have his name entered as the holder of such share in the Record of Depositors or to have the name of some other person nominated by him entered in the Record of Depositors as a holder of such share shall be subjected to and be in accordance with the Rules or as the Central Depository may determine. A person becoming entitled to a share by reason of the death, bankruptcy or mental

18

23.

No Liability For Fraudulent Transfers Neither the Company nor its Directors nor any of its officers shall be liable for any transfer of shares effected by the Central Depository or for acting upon or in reliance on such transfer although the same may, by reason of any fraud or other cause not known to the Company or its Directors or officers, be legally inoperative, defective or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to be set aside. And in every such case, the person in respect thereof whose name appears in the Record of Depositors or who transfers the share into his Securities Account shall be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto. Transmission Of Shares Subject to the Rules or as the Central Depository may determine, the executors or administrators of a deceased member shall be the only persons recognised by the Company as having any title to his interest in the shares. Death, Bankruptcy Or Mental Disorder Of A Member Any person becoming entitled to a share in consequence of the death, bankruptcy or mental disorder of a Member may upon production of such evidence as may be required by the Central Depository, transfer the share in accordance with the Central Depository Act and/or the Rules. The entitlement of a person becoming entitled to a share in consequence of the death, bankruptcy or mental disorder of a Member to elect either to have his name entered as the holder of such share in the Record of Depositors or to have the name of some other person nominated by him entered in the Record of Depositors as a holder of such share shall be subjected to and be in accordance with the Rules or as the Central Depository may determine. A person becoming entitled to a share by reason of the death, bankruptcy or mental

24.

24.

25. (a)

25. (a)

(b)

(b)

(c)

(c)

No.

Existing Articles Details disorder of a Member or by operation of law shall subject to production of such evidence as may be required by the Directors and in accordance with the Rules or as the Central Depository may determine, be entitled to the rights to which he would be entitled as the holder of the share.

No.

Proposed Articles Details disorder of a Member or by operation of law shall subject to production of such evidence as may be required by the Directors and in accordance with the Rules or as the Central Depository may determine, be entitled to the rights to which he would be entitled as the holder of the share.

26. (a)

Transmission Of Securities From Foreign Register Where:(i) the securities of the Company are listed on an Approved Market Place; and (ii) 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 in respect of such securities, the 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 Approved Market Place ("the Foreign Register"), to the register of holders maintained by the register of the Company in Malaysia ("the Malaysian Register") provided that there shall be no change in the ownership of such securities.

26. (a)

Transmission Of Securities From Foreign Register Where:(i) the securities of the Company are listed on an Approved Market Place another stock exchange; and (ii) 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 in respect of such securities, the 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 Approved Market Place ("the Foreign Register") other stock exchange, to the register of holders maintained by the register registrar of the Company in Malaysia ("the Malaysian Register") and vice versa provided that there shall be no change in the ownership of such securities. The Company shall not allow any transmission of securities from the Malaysian Register to the Foreign Register. Rights of preference Preference shareholders Shareholders 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. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or sanctioning a disposal of the whole of the Company's property, business and undertaking or where the proposition to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is in arrears for more than six months or on a proposal to wind up the Company or during the winding up of the Company, but shall have no other voting rights. Preference shareholders shall be entitled to repayment of capital in priority to

(b)

The Company shall not allow any transmission of securities from the Malaysian Register to the Foreign Register. Rights of preference shareholders 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. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or sanctioning a disposal of the whole of the Company's property, business and undertaking or where the proposition to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is in arrears for more than six months or on a proposal to wind up the Company or during the winding up of the Company, but shall have no other voting rights. Preference shareholders shall be entitled to repayment of capital in priority to

19

(b)-

40.

40.

No.

Existing Articles Details repayment of capital to any ordinary shareholders when the Company is woundup.

No.

Proposed Articles Details repayment of capital to any ordinary shareholders when the Company is woundup.

44. (a)

Notice of Meetings Subject to the provisions of Section 152 and 153 of the Act relating to the convening of meetings to pass special resolutions and resolutions of which special notice is required, the notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all Members at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least 14 days' notice or 21 days' notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange upon which the Company is listed.

44. (a)

Notice of Meetings Subject to the provisions of Section 152 and 153 of the Act relating to the convening of meetings to pass special resolutions and resolutions of which special notice is required, the notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all Members at least 14 days before the meeting or at least 21 days before the meeting where any special resolution is to be proposed or where it is an annual general meeting. Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution in respect of such special business. At least 14 days' notice or 21 days' notice in the case where any special resolution is proposed or where it is the annual general meeting, of every such meeting shall be given by advertisement in the daily press at least 1 nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the Company is listed. The Company shall request the Central Depository in accordance with the Rules, to issue a Record of Depositors as at a date the latest date which is reasonably practicable which shall in any event be not less than 3 markets days before the day of the general meetings ("the General Meeting Record of Depositors") to whom notices of general meetings shall be given by the Company. Instrument appointing proxy to be in writing The instrument appointing a proxy shall be in writing in any usual or common form including any form approved from time to time by Kuala Lumpur Stock the Exchange or in any other form which the Directors may approve under the hand of the appointor or of 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. A proxy may but need not be a Member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Where a Member appoints more than one (1) proxy (subject

(b)

The Company shall request the Central Depository in accordance with the Rules, to issue a Record of Depositors as at a date not less than 3 markets days before the day of the general meetings ("the General Meeting Record of Depositors") to whom notices of general meetings shall be given by the Company. Instrument appointing proxy to be in writing The instrument appointing a proxy shall be in writing in any usual or common form including any form approved from time to time by Kuala Lumpur Stock Exchange or in any other form which the Directors may approve under the hand of the appointor or of 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. A proxy may but need not be a Member of the Company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. Where a Member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the appointment shall be

20

(b)

59.

59.

No.

Existing Articles Details invalid unless the Member specifies the proportions of his holdings to be represented by each proxy.

No.

Proposed Articles Details always to a maximum of two (2) proxies at each meeting) the appointment shall be invalid unless the Member specifies the proportions of his holdings to be represented by each proxy.

60.

Form of proxy may allow voting for or against Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit including the form approved from time to time by Kuala Lumpur Stock Exchange:HWANG-DBS (MALAYSIA) BERHAD I/We [ ] being a member/members of the abovenamed Company, hereby appoint [ ], failing him, [ ] of [ ] as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company, to be held on the day of 19 , and at any adjournment thereof. Signed this day of 19 .

60.

Form of proxy may allow voting for or against Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit including the form approved from time to time by Kuala Lumpur Stock the Exchange:HWANG-DBS (MALAYSIA) BERHAD I/We [ ] being a member/members of the abovenamed Company, hereby appoint [ ], failing him, [ ] of [ ] as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company, to be held on the day of 19 , and at any adjournment thereof. Signed this day of 19 .

This form is to be used *in favour of/against the resolution. *Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit). 66. (a) 69. (a) (b) (c) (d) Appointment and removal of Directors All the Directors of the Company shall be natural persons. Office of Director vacated in certain cases The Office of Director shall become vacant if the Director: ceases to be a Director by virtue of the Act or these Articles; becomes bankrupt or makes any arrangement or composition with his creditors generally; becomes prohibited from being a Director by reason of any order made under the Act; becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder; resigns his office by notice in writing to the Company; is removed from his office of Director by a

21

This form is to be used *in favour of/against the resolution. *Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit). 66. (a) 69. (a) (b) (c) (d) Appointment and removal of Directors All the Directors of the Company shall be natural persons. (Deleted) Office of Director vacated in certain cases The Office of Director shall become vacant if the Director: ceases to be a Director by virtue of the Act or the Listing Requirements or these Articles; during his term of office, becomes bankrupt or makes any arrangement or composition with his creditors generally; becomes prohibited from being a Director by reason of any order made under the Act; during his term of office, becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder; resigns his office by notice in writing to the Company; is removed from his office of Director by a

(e) (f)

(e) (f)

No.

Existing Articles Details resolution of the Company in general meeting of which special notice has been given; is absent from more than 50% of the total board of directors' meetings held during a financial year.

No.

Proposed Articles Details resolution of the Company in general meeting of which special notice has been given; is absent from more than 50% of the total board of directors' meetings held during a financial year. is convicted by a court of law, whether within Malaysia or elsewhere, in relation to the following offences:(a) an offence in connection with the promotion, formation or management of a company; (b) an offence, involving fraud or dishonesty or where the conviction involved a finding that he acted fraudulently or dishonestly; or (c) an offence under the securities laws or the Act. Calling Directors' meeting Meetings The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director may at any time and the Secretary shall on the requisition of a Director summon a meeting of the Directors. Unless otherwise agreed to by all the Directors, at least seven days' (7) prior written notice shall be given for all meetings of the Board of Directors. The Directors may also hold a meeting of Directors who may be at two (2) or more venues within or outside Malaysia using telephone conference, video conference or any other technology that enables the Directors as a whole to hear and speak to each other and participate for the entire duration of the meeting. Such Directors shall be deemed to be present in person at the meeting and shall be entitled to be counted in a quorum and to vote accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting is during the meeting. All information and documents for the meeting must be made available to all Directors prior to or at the meeting. A minute of the proceedings in writing is sufficient evidence to which it relates. Meetings of committees A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present. The meetings and proceedings of any such committees shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors in

(g)

(g)

77.

Calling Directors' meeting The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. A Director may at any time and the Secretary shall on the requisition of a Director summon a meeting of the Directors. Unless otherwise agreed to by all the Directors, at least seven days' (7) prior written notice shall be given for all meetings of the Board of Directors.

77.

88.

Meetings of committees A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present.

88.

22

No.

Existing Articles Details

No.

Proposed Articles Details so far as the same are applicable and not provided for under these Articles or superceded by any mandate or terms of reference issued by the Directors.

95. (c)

Authority For Use Of Seal The Company may also have a Share Seal pursuant to Section 101 of the Act. The Share Seal is a duplicate or facsimile of the Seal with the addition on its face of the words "Share Seal". The Share Seal may be affixed in accordance with Article 94(a) above to any certificate(s) or other document of title in respect of any share or stock created or issued by the Company. A certificate or other document of title in respect of loan stocks, bonds, warrants, debenture (defined in the Act) and/or other marketable securities (defined in the Act) may be issued under the Seal of the Company to be affixed in accordance with Article 94(a) above.

95. (c)

Authority For Use Of Seal The Company may also have a Share Seal pursuant to Section 101 of the Act. The Share Seal is a duplicate or facsimile of the Seal with the addition on its face of the words "Share Seal". The Share Seal may be affixed in accordance with Article 94(a) above paragraph (a) of this Article to any certificate(s) or other document of title in respect of any share or stock created or issued by the Company. A certificate or other document of title in respect of loan stocks, bonds, warrants, debenture (defined in the Act) and/or other marketable securities (defined in the Act) may be issued under the Seal of the Company to be affixed in accordance with paragraph (a) of this Article Article 94(a) above. Keeping of accounts and inspection by Members The Directors shall form from time to time in accordance with Section 169 of the Act cause to be proposed and laid before the Company in general meeting such profit and loss accounts, balance sheets and reports as are referred to in the section. A copy of each of such documents [which may be in printed form or in compact disc read-only memory ("CD-ROM"), digital video disc read-only memory ("DVD-ROM") or in such other form of electronic media or any combination thereof] shall not less than fourteen (14) days before the date of the meeting be sent to every Member of the Company under the provisions of the Act or these presents. The requisite number of copies of each such documents as may be required by Kuala Lumpur Stock the Exchange shall at the same time be likewise sent to Kuala Lumpur Stock the Exchange. Alteration of Articles The Company shall not delete, amend or add to these Articles, unless prior written approval has been sought and obtained from Kuala Lumpur Stock the Exchange for such deletion, amendment or addition. Articles of subsidiary company The Company shall ensure that the Articles of any subsidiary company of the Company shall contain such Articles as may be

96. (c)

Keeping of accounts and inspection by Members The Directors shall form time to time in accordance with Section 169 of the Act cause to be proposed and laid before the Company in general meeting such profit and loss accounts, balance sheets and reports as are referred to in the section. A copy of each of such documents shall not less than fourteen (14) days before the date of the meeting be sent to every Member of the Company under the provisions of the Act or these presents. The requisite number of copies of each such documents as may be required by Kuala Lumpur Stock Exchange shall at the same time be likewise sent to Kuala Lumpur Stock Exchange.

96. (c)

113.

Alteration of Articles The Company shall not delete, amend or add to these Articles, unless prior written approval has been sought and obtained from Kuala Lumpur Stock Exchange for such deletion, amendment or addition. Articles of subsidiary company The Company shall ensure that the Articles of any subsidiary company of the Company shall contain such Articles as may be

23

113.

114.

114.

No.

Existing Articles Details required by the Listing Requirements of Kuala Lumpur Stock Exchange.

No.

Proposed Articles Details required by the Listing Requirements of Kuala Lumpur Stock Exchange. (Deleted)

115.

Compliance With Statutes, Regulations And Rules The Company shall comply with the provisions of the relevant governing statues, regulations and rules as may be amended, modified or varied from time to time, or any other directive or requirement imposed by the Kuala Lumpur Stock Exchange, the Central Depository and other appropriate authorities to the extend required by law notwithstanding any provision in these Articles to the contrary.

115.

Compliance With Statutes, Regulations And Rules The Company shall comply with the provisions of the relevant governing statues, regulations and rules as may be amended, modified or varied from time to time, or any other directive or requirement imposed by the Kuala Lumpur Stock Exchange, the Central Depository and other appropriate authorities to the extend required by law notwithstanding any provision in these Articles to the contrary.

The remaining section of this page is intentionally left blank

24

APPENDIX II FURTHER INFORMATION 1. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board who individually and collectively accept full responsibility for the accuracy of the information contained herein and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. 2. MATERIAL CONTRACTS Save as disclosed below, Hwang-DBS and its subsidiary companies have not entered into any material contracts (not being contracts entered into in the ordinary course of business) within the two (2) years immediately preceding 23 October 2007 (being the latest practicable date prior to the printing of this Circular): (a) On 14 March 2006, HDBSIB entered into a Consultancy & Technical Services Agreement ("Principal Agreement") with DBS Bank Ltd wherein DBS Bank Ltd was appointed as Consultant to HDBSIB for a period of 15 months to provide advice and services relating to HDBSIB's transformation and development into an Investment Bank and all related activities including training of HDBSIB's staff and enhancing HDBSIB's business, compliance and support unit operations. In consideration of DBS Bank Ltd providing the said services to HDBSIB, HDBSIB shall subject to its receipt of invoices pay DBS Bank Ltd reasonable expenses (including travel and accommodation related expenses) incurred by DBS Bank Ltd arising from DBS Bank Ltd rendering the said services to HDBSIB. The Principal Agreement had expired and HDBSIB had further entered into a Supplemental Agreement with DBS Bank Ltd on 13 June 2007 for an extension of the Principal Agreement for 12 months ie. from 13 June 2007 to 12 June 2008.

3.

MATERIAL LITIGATION Save as disclosed below, neither Hwang-DBS nor any of its subsidiary companies are engaged in any material litigation, claims or arbitration either as plaintiff or defendant and the Directors do not have any knowledge of any proceedings, pending or threatened, against HWANG-DBS Group or of any facts likely to give rise to any proceedings which might materially affect the position or business of the HWANG-DBS Group: (a) there is a claim filed by a client of HDBSIB on 9 May 2000 against HDBSIB for damages of RM130 million wherein the client alleged collusion to defraud him and mental suffering after HDBSIB commenced legal action against him on 27 May 1998 to recover the outstanding sum of RM8.46 million in the client's share trading and margin accounts. HDBSIB's claim against the said client and the client's claim against HDBSIB have been consolidated. The Court had fixed the trial dates on 27 and 28 November 2007. HDBSIB has filed a claim against one of its clients to recover an outstanding sum of RM8.99 million in the said client's share trading and margin accounts on 4 July 2001. The said client has filed a counterclaim on 30 August 2001 for damages to be assessed against HDBSIB alleging that a third party had wrongfully traded on his accounts and further alleging breach of fiduciary duty on HDBSIB's part. HDBSIB has filed its Reply and Defence to Counterclaim on 1 October 2001. The client has since been adjudged a bankrupt upon the petition of another party. The client has filed an application for a stay of the bankruptcy order and has also filed an appeal against the bankruptcy order. HDBSIB's claim against the client and the client's counterclaim against HDBSIB will proceed only if the client is successful in his appeal against the bankruptcy order. a client of HDBSIB has on 18 July 2002 filed a claim for damages of RM10 million against HDBSIB. The client alleged that the losses in his account were incurred by a third party and HDBSIB had defamed him by wrongfully reporting him to Bursa Securities as a defaulter. HDBSIB has filed its Defence on 23 August 2002. The trial date fixed on 6 November 2006 and subsequently on 16 July 2007 had been vacated by the Court. Todate, the Court has yet to fix a new date for the trial.

(b)

(c)

25

(d)

there is a claim filed on 21 November 2003 by five clients against HDBSIB as 1st Defendant, HDM Nominees (Tempatan) Sdn Bhd (another subsidiary of the Company) as 3rd Defendant and an unrelated party as 2nd Defendant wherein the clients alleged that 14,300,000 shares of Ladang Perbadanan Fima Berhad ("the said Shares") which were sold through HDBSIB were not duly authorised by the Boards of the 2nd ­ 5th Plaintiffs. The 1st Plaintiff also alleged that the loan granted by the 2nd Defendant to the 1st Plaintiff was also not authorised by the Board of the 1st Plaintiff and accordingly, the pledge of the said Shares by the 1st Plaintiff to the 2nd Defendant to secure the repayment of the loan was invalid. The five Plaintiffs therefore sought the following from the Court: (i) (ii) (iii) (iv) A declaration that the said Shares belong to the 2nd ­ 5th Plaintiffs; A declaration that the loan agreement between the 1st Plantiff and 2nd Defendant is invalid; An order that the said Shares now held with the 3rd Defendant of which the intermediary is the 2nd Defendant be returned to the 2nd ­ 5th Plaintiffs; Losses suffered by the Plaintiffs be assessed by the Court and be borne by all the Defendants.

Both HDBSIB and HDM Nominees (Tempatan) Sdn Bhd have filed their defences. No hearing has yet been fixed for the case. Pending the disposal of the suit, the court has on 3 June 2004, granted the Plaintiffs' application for an injunction restraining the 2nd and 3rd defendants from selling, transferring or dealing with the said Shares in the securities account held with the 3rd defendant of which the intermediary is the 2nd defendant and beneficial owner is the 1st plaintiff. (e) a remisier's former assistant filed a claim on 16 June 2004 against HDBSIB and the remisier arising from a police report lodged by the remisier against the said assistant over an incident of unauthorised sale of shares. The said assistant is claiming for damages resulting from libel, wrongful procurement of arrest and conspiracy and an order for injunction against HDBSIB, the remisier and their agents from speaking or publishing or causing to be published any defamatory words against the said remisier's former assistant. HDBSIB and the remisier had filed their defence to the claim. HDBSIB had also filed an application to strike out the claim and the application is fixed before the Court on 21 November 2007.

The above cases are pending in Courts and based on legal opinion, HDBSIB is confident of successfully defending the claims. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Level 8, Wisma Sri Pinang, 60, Green Hall, 10200 Penang during normal business hours between Mondays and Fridays (except public holidays) from the date of this Circular up to and including the date of the forthcoming AGM: (a) (b) (c) (d) Memorandum and Articles of Association of the Company; Audited consolidated financial statements of the Company for the two (2) financial years ended 31 July 2006 and 31 July 2007; Material contracts referred to in Section 2 above; and Writs of the material litigation referred to in Section 3 above. The remaining section of this page is intentionally left blank

26

HWANG-DBS (MALAYSIA) BERHAD (Company No: 238969-K) (Incorporated in Malaysia) EXTRACT OF NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General Meeting of Hwang-DBS (Malaysia) Berhad will be held at the Bayan Room, Hotel Equatorial, No. 1, Jalan Bukit Jambul, 11900 Penang on Tuesday, 27 November 2007 at 10.45 am in order to consider and, if thought fit, pass the following resolutions under the agenda of the Special Business as detailed in the Company's Annual Report 2007: SPECIAL RESOLUTION - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION "THAT the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as set out in Appendix I of the Circular to Shareholders dated 1 November 2007 ("Proposed Amendments to the Articles of Association") be and are hereby approved and adopted. AND THAT the Directors and/or Company Secretaries of the Company be and are hereby authorised to do all acts, deeds, things and take all steps as may be considered necessary and/or expedient to give full effect to the Proposed Amendments to the Articles of Association." ORDINARY RESOLUTION - PROPOSED RENEWAL OF PURCHASE OF OWN SHARES "THAT subject to the provisions of the Companies Act, 1965, the Memorandum and Articles of Association of the Company and all applicable laws, regulations and guidelines and the approvals of all relevant governmental and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company ("Proposed Renewal of Purchase of Own Shares") as may be determined by the Board of Directors of the Company ("Board") from time to time through Bursa Malaysia Securities Berhad ("Bursa Securities") upon such terms and conditions as the Board deems fit and expedient provided that the aggregate number of shares purchased pursuant to this resolution shall not exceed ten per centum (10%) of the Company's issued and paid-up share capital as quoted on Bursa Securities as at the point of purchase and that a total amount not exceeding the latest audited retained profits and share premium reserves of the Company of RM147.09 million and RM32.88 million respectively as at 31 July 2007 be allocated by the Company for the Proposed Renewal of Purchase of Own Shares; AND THAT at the discretion of the Board, the shares so purchased may be cancelled, retained as treasury shares or a combination of both and shares retained as treasury shares may be distributed to shareholders as dividends and/or resold on Bursa Securities; AND THAT authority be given to the Board to take all such steps as are necessary to implement, finalise and give full effect to the aforesaid purchase and to do all such acts and things thereafter in respect of the purchased shares with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities; AND THAT such authority shall commence immediately upon the passing of this ordinary resolution until the conclusion of the next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting after that date is required by law to be held, or until revoked or varied by ordinary resolution of shareholders of the Company in general meeting, whichever is earlier, but not so as to prejudice the completion of purchase(s) of own shares by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and any other relevant authorities."

27

ORDINARY RESOLUTION - PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE "THAT approval be and is hereby given to the Company and its subsidiaries to enter into and give effect to the recurrent related party transactions of a revenue or trading nature with the classes of related parties stated in Section 4.4 of the Circular to Shareholders dated 1 November 2007 provided that such transactions are undertaken in the ordinary course of business of the Company and its subsidiaries, made at arm's length, and are on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders; AND THAT such approval shall continue to be in force only until: (a) the conclusion of the next Annual General Meeting of the Company; (b) the expiration of the period within which the next Annual General Meeting of the Company after the date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or (c) revoked or varied by resolution passed by the shareholders in a general meeting whichever is the earlier. AND THAT the aggregate value of the transactions conducted pursuant to this shareholders' mandate during the financial year be disclosed in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad in the annual report of the Company. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such agreements and documents as may be required) as they may consider expedient or necessary to give effect to this resolution." By Order Of The Board

CHEN MUN PENG TAN LEE PENG Company Secretaries Penang 1 November 2007

Note: A member entitled to attend and vote at the meeting is entitled to appoint up to two (2) proxies to attend and vote on his behalf. A proxy may but need not be a member of the Company. The Form of Proxy must be deposited at the Company's Registered Office at Level 8, Wisma Sri Pinang, 60 Green Hall, 10200 Penang not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

28

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