NOTICE IS HEREBY GIVEN that the Forty-eighth Annual General Meeting of Kim Loong Resources Berhad will be held at the Lido Room, Level 6, Amari Johor Bahru, No. 82C, Jalan Trus, 80000 Johor Bahru, Johor Darul Takzim on Thursday, 27 July 2023 at 11.00 a.m. for the following purposes:-
As Ordinary Business
To receive the Directors’ Report and the Audited Financial Statements for the financial year ended 31 January 2023 together with the Auditors’ Report thereon.
To declare a final single tier dividend of 5 sen per share in respect of the financial year ended 31 January 2023.
(Ordinary Resolution 1)
To approve the following payment to Directors:-
Fees totalling RM341,000 for the financial year ended 31 January 2023
(Ordinary Resolution 2)
Benefits of up to RM40,000 from this Annual General Meeting until the next annual general meeting of the Company.
(Ordinary Resolution 3)
To re-elect Mr. Gooi Seong Heen as a Director retiring in accordance with Clause 88 of the Constitution of the Company.
(Ordinary Resolution 4)
To re-elect the following Directors retiring in accordance with Clause 95 of the Constitution of the Company:-
Mr. Yong Chung Sin
(Ordinary Resolution 5)
Ms. Soh Ban Ting
(Ordinary Resolution 6)
Dr. Chee Yau Kuan @ Chia Yan Kuan
(Ordinary Resolution 7)
To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.
(Ordinary Resolution 8)
AUTHORITY TO ALLOT AND ISSUE SHARES
“THAT subject always to the Companies Act, 2016, the Constitution of the Company and the approval of the relevant governmental/regulatory bodies, the Directors be and are hereby authorised pursuant to Sections 75 and 76 of the Companies Act, 2016, to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as they may deem fit and that the Directors be and are hereby empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad provided always that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting of the Company.”
(Ordinary Resolution 9)
PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
“THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 2016 (“the Act”), the provisions of the Company’s Constitution and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authority, approval be and is hereby given to renew the authority for the Company to purchase its own shares through Bursa Securities, subject to the following:-
the maximum number of shares which may be purchased by the Company (which includes the shares already purchased and held as treasury shares) shall be 96,900,620 representing 10% of the total number of issued shares of the Company as at 25 April 2023;
the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the audited retained profits of the Company as at 31 January 2023 of RM44,331,825;
the authority conferred by this Ordinary Resolution will be effective immediately upon the passing of this Ordinary Resolution and will expire at the conclusion of the next annual general meeting or the expiry of the period within which the next annual general meeting is required by law to be held, whichever occurs first (unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting) but not so as to prejudice the completion of purchase(s) by the Company or any person before the aforesaid expiry date and in any event, in accordance with the provisions of the requirements issued by Bursa Securities or any other relevant authorities;
upon completion of the purchase by the Company of its own shares, the shares shall be dealt with in the following manner:-
to cancel the shares so purchased; or
to retain the shares so purchased in treasury for distribution as dividend to the shareholders of the Company and/or resell through Bursa Securities and/ or subsequently cancel the treasury shares and/or transfer the treasury shares for the purposes of or under an employees’ share scheme or as purchase consideration; or
to retain part of the shares so purchased as treasury shares and cancel the remainder;
and in any other manner as prescribed by Section 127 of the Act, rules, regulations and orders made pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force;
AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary or expedient to implement or to effect the purchase(s) of the shares with full powers to assent to any conditions, modifications, revaluations, variations and/ or amendments as may be imposed by the relevant authorities from time to time and to do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company.”
(Ordinary Resolution 10)
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders; and
disclosure is made in the Annual Report of the breakdown of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year based on the following information:-
the type of the recurrent transactions made; and
the names of the related parties involved in each type of the recurrent transactions made and their relationship with the Company
and such authority shall commence upon the passing of this Ordinary Resolution and shall continue to be in force until:-
the conclusion of the next annual general meeting of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
the expiration of the period within which the next annual general meeting after the date it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the said Act); or
revoked or varied by resolution passed by the shareholders in a general meeting;
whichever is the earlier;
(Ordinary Resolution 11)
To consider any other business for which due notice shall have been given.
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Forty-eighth Annual General Meeting, the final single tier dividend of 5 sen per share in respect of the financial year ended 31 January 2023 will be paid on 29 August 2023 to depositors registered in the Record of Depositors on 11 August 2023.
A depositor shall qualify for entitlement only in respect of:-
shares transferred into the Depositor’s Securities Account before 4.30 p.m. on 11 August 2023 in respect of ordinary transfers; and
shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of Bursa Securities.
By Order of the Board
CHONG FOOK SIN (CCM PC No. 202008000484) (MACS 00681)
KAN CHEE JING (CCM PC No. 202008000596) (MAICSA 7019764)
CHUA YOKE BEE (CCM PC No. 202008000604) (MAICSA 7014578)
30 May 2023
Audited Financial Statements for the financial year ended 31 January 2023 –
Ordinary Resolution 3 –
The Directors’ benefits comprise the following –
Meeting allowance of RM500 per meeting day; and
Ordinary Resolution 9 –
Ordinary Resolution 10 –
The detailed text on this resolution on the Proposed Renewal of Authority for Share Buy-Back is included in the Statement to Shareholders dated 30 May 2023 which is enclosed together with the Annual Report 2023.
Ordinary Resolution 11 –
The detailed text on this resolution on the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature is included in the Circular to Shareholders dated 30 May 2023 which is enclosed together with the Annual Report 2023.