THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD
CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISER IMMEDIATELY.
Bursa Malaysia Securities Berhad has not perused Part B of this Circular prior to its issuance as it is prescribed as an
Exempt Circular.
Bursa Malaysia Securities Berhad 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.
SUNWAY HOLDINGS BERHAD
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
In Relation To
Part A
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
Part B
PROPOSED AUTHORITY FOR THE PURCHASE OF OWN SHARES BY THE
COMPANY
AND
EXTRACT OF THE NOTICE OF ANNUAL GENERAL MEETING
The Notice convening the 33rd Annual General Meeting of the Company to be held at Grand Caymans, Level
10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul
Ehsan on Tuesday, 28 June 2011 at 3.30 p.m. is set out in the Company’s Annual Report 2010.
A Proxy Form is enclosed in the Company’s Annual Report 2010 which you are urged to complete and
return in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office
of the Company not later than 48 hours before the time set for holding the meeting. The lodging of the
Proxy Form will not preclude you from attending and voting in person at the meeting should you
subsequently wish to do so.
The last day and time for lodging the Proxy Form is on Sunday, 26 June 2011 at 3.30 p.m.
This Circular is dated 6 June 2011
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
“Act”
:
The Malaysian Companies Act 1965 as amended from time to
time and any re-enactment thereof
“AGM”
:
Annual General Meeting
“Board”
:
The Board of Directors of Sunway
“Bursa Securities”
:
Bursa Malaysia Securities Berhad (635998-W)
“Director”
:
Includes a person occupying or acting in the position of director
of a corporation by whatever name called and includes a person in
accordance with whose directions or instructions the directors of a
corporation are accustomed to act, and an alternate or substitute
director; 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 or a chief executive of
the company, its subsidiary or holding company
“EPS”
:
Earnings Per Share
“Listing Requirements”
:
Main Market Listing Requirements of Bursa Securities
“Major Shareholder”
:
A person who has an interest or interests in one or more voting
shares in a company and the nominal amount of that share or the
aggregate of the nominal amounts of those shares, is –
(a) 10% or more of the aggregate of the nominal amounts of all
the voting shares in the company; or
(b) 5% or more 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
including 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
any other company which is its subsidiary or holding company)
For the purpose of this definition, "interest in shares" has the
meaning given in Section 6A of the Act
“Mandated Related Parties”
:
SunCity Group, Sunway Technology Group, Jef-San Enterprise
Sdn Bhd, Adasia (M) Sdn Bhd, Akitek Akiprima Sdn Bhd, joint
venture partners of Sunway’s subsidiaries (including subsidiaries
of the joint venture partners) and Sunway Real Estate Investment
Trust
i
“NTA”
:
Net Tangible Assets
“Person Connected”
:
Such person, in relation to a Director or Major Shareholder, who
falls under any one of the following categories:
(a) a family member of the Director or Major Shareholder
(“family” shall include spouse; parent; child including
adopted child and stepchild; brother; sister; spouse of child,
brother or sister);
(b) a trustee of a trust (other than a trustee for an employee
share scheme or pension scheme) under which the
Director, Major Shareholder or a family member of the
Director or Major Shareholder is the sole beneficiary;
(c) a partner of the Director, Major Shareholder or a partner of a
person connected with that Director or Major Shareholder;
(d) a person who is accustomed or under an obligation, whether
formal or informal, to act in accordance with the directions,
instructions or wishes of the Director or Major Shareholder;
(e) a person in accordance with whose directions, instructions or
wishes the Director or Major Shareholder is accustomed or is
under an obligation, whether formal or informal, to act;
(f) a body corporate or its Directors which/who is/are
accustomed or under an obligation, whether formal or
informal, to act in accordance with the directions,
instructions or wishes of the Director or Major Shareholder;
(g) a body corporate or its Directors whose directions,
instructions or wishes the Director or Major Shareholder is
accustomed or under an obligation, whether formal or
informal, to act;
(h) a body corporate in which the Director, Major Shareholder or
persons connected with him are entitled to exercise, or
control the exercise of, not less than 15% of the votes
attached to voting shares in the body corporate; or
(i) a body corporate which is a related corporation
“Proposed Shareholders’ Mandate”
or “Proposal”
:
Proposed shareholders’ mandate for RRPT to be entered into by
Sunway Group from the date of forthcoming AGM to the next
AGM
“Related Party”
:
Director, Major Shareholder or Person Connected with such
Director or Major Shareholder
“Related Party Transaction”
:
A transaction entered into by the Company or its subsidiaries
which involves the interest, direct or indirect, of a Related Party
“RRPT”
:
Related party transactions which are recurrent, of a revenue or
trading nature and which are necessary for SunCity Group’s dayto-day operations and are in the ordinary course of business,
including provision of financial assistance
“Share(s)” or “Sunway Share(s)”
:
Ordinary share(s) of RM1.00 each in the Company
ii
“Sunway” or “the Company”
:
Sunway Holdings Berhad (37465-A)
“Sunway Group” or “the Group”
:
Sunway and its subsidiaries
“SunCity”
:
Sunway City Berhad (87564-X)
“SunCity Group”
:
SunCity, its subsidiaries, associated companies and jointly
controlled entities (incorporated and unincorporated)
“Sunway Technology Group”
:
Sunway Technology Sdn Bhd (210079-H), its subsidiaries and
associated companies
iii
CONTENTS
LETTER TO THE SHAREHOLDERS CONTAINING:
PART A
Page
1.
INTRODUCTION
2
2.
DETAILS OF THE PROPOSAL
3
A.
Part E, Paragraphs 10.08 and 10.09 of Chapter 10 and Practice Note 12 of
the Listing Requirements
3
B.
Proposed Shareholders' Mandate
5
C.
Classes of Mandated Related Parties
6
D.
Nature of RRPT and Estimated Values
10
E.
Rationale for, and the benefit to, the Group for transacting with
Mandated Related Parties
18
F.
Review Methods or Procedures for RRPT
19
G.
Audit Committee's Statements
20
3.
INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
20
4.
CONDITION OF THE PROPOSAL
23
5.
DIRECTORS' RECOMMENDATION
23
6.
AGM
23
7.
FURTHER INFORMATION
23
PART B
1.
INTRODUCTION
25
2.
DETAILS OF THE PROPOSED SHARE BUY-BACK
26
3.
RATIONALE FOR THE PROPOSED SHARE BUY-BACK
27
iv
CONTENTS (cont’d)
Page
PART B (cont’d)
4.
EFFECTS OF THE PROPOSED SHARE BUY-BACK
28
4.1 Share Capital
28
4.2 NTA and Working Capital
29
4.3 EPS
29
4.4 Shareholdings of Directors and Substantial Shareholders
29
4.5 Dividends
30
4.6 Implication relating to the Malaysian Code on Take-Overs and Mergers
2010 (“the Code”)
31
5.
SHARE PRICES
31
6.
PURCHASES, RESALES OR CANCELLATION MADE IN THE PRECEDING
12 MONTHS
31
7.
APPROVAL REQUIRED
32
8.
INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
32
9.
DIRECTORS’ RECOMMENDATION
32
10.
AGM
32
11.
FURTHER INFORMATION
32
APPENDIX
APPENDIX I
FURTHER INFORMATION
33
EXTRACT OF THE NOTICE OF 33RD ANNUAL GENERAL MEETING
v
37
PART A
PROPOSED SHAREHOLDERS’ MANDATE FOR
RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE
1
SUNWAY HOLDINGS BERHAD
(Company No. 37465-A)
(Incorporated in Malaysia)
Registered Office:
Level 16, Menara Sunway
Jalan Lagoon Timur
Bandar Sunway
46150 Petaling Jaya
Selangor Darul Ehsan
6 June 2011
Board of Directors:
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, AO (Executive Chairman; Non-Independent Executive Director)
Dato’ Chew Chee Kin (President; Non-Independent Executive Director)
Dato’ Yau Kok Seng (Managing Director; Non-Independent Executive Director)
Dato’ Tan Kia Loke (Non-Independent Non-Executive Director)
Kwan Foh Kwai (Non-Independent Non-Executive Director)
Wong Chin Mun (Senior Independent Non-Executive Director)
Datuk Low Seng Kuan (Independent Non-Executive Director)
Datuk Abdul Malek Bin Abdul Aziz (Independent Non-Executive Director)
To : The Shareholders of Sunway Holdings Berhad
Dear Sir/Madam
 PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT
TRANSACTIONS OF A REVENUE OR TRADING NATURE
RELATED
PARTY
1. INTRODUCTION
Pursuant to Paragraph 10.09 of the Listing Requirements, the Company had procured the renewal of the
shareholders’ mandate at its last AGM held on 29 June 2010, for the Company and its subsidiaries, in their
normal course of business, to enter into those transactions which are recurrent and of a revenue or trading
nature which are necessary for the Group’s day-to-day operations as set out in paragraph 2D below, with
the Group’s Related Parties. The shareholders’ mandate will be in force until the conclusion of the
forthcoming AGM of the Company, unless the mandate is renewed.
The Board wishes to seek the shareholders’ approval for the Proposed Shareholders’ Mandate at the
forthcoming AGM of the Company. The Company had on 27 May 2011, made the announcement to Bursa
Securities pertaining to the Proposal.
The purpose of this Circular is to provide you with details pertaining to the Proposal and to seek your
approval for the resolution thereto to be tabled at the forthcoming AGM of the Company scheduled to be
held at Grand Caymans, Level 10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, 46150
Petaling Jaya, Selangor Darul Ehsan on Tuesday, 28 June 2011 at 3.30 p.m.
2
SHAREHOLDERS OF SUNWAY ARE ADVISED TO READ THE CONTENTS OF THIS
CIRCULAR CAREFULLY BEFORE VOTING ON THE RELEVANT RESOLUTION
PERTAINING TO THE PROPOSAL.
2. DETAILS OF THE PROPOSAL
A.
Part E, Paragraphs 10.08 and 10.09 of Chapter 10 and Practice Note 12 of the Listing
Requirements
The details of the recurrent related party transactions of a revenue or trading nature pursuant to Part
E, Paragraph 10.09, which should be read in conjunction with Paragraph 10.08 of the Listing
Requirements to be dealt with at the forthcoming AGM are as follows:(a) Under Part E, Paragraph 10.08 (1)-(4) of the Listing Requirements, where transactions are
entered into by the Company or its subsidiary(ies) with a Related Party, the Company must
make an immediate announcement to Bursa Securities in respect of such transactions where
any one of the percentage ratios is 0.25% or more, unless the value of the consideration given
or received in relation to the transaction is less than RM250,000.
(b) For a Related Party Transaction where any one of the percentage ratios is 5% or more, the
Company must comply with the following, in addition to (a) above:(i) send a circular to the shareholders;
(ii) obtain the shareholders' approval of the transaction in general meeting; and
(iii) appoint an independent adviser who is a corporate finance adviser within the meaning of
the Securities Commission's Principal Adviser Guidelines, before the terms of the
transaction are agreed upon.
The independent adviser referred to in (iii) above must, in relation to the transaction:(i)
comment as to whether the transaction is fair and reasonable so far as the shareholders
are concerned and whether the transaction is to the detriment of minority shareholders
and such opinion must set out the reasons for, the key assumptions made and the factors
taken into consideration in forming that opinion;
(ii) advise the minority shareholders on whether they should vote in favour of the
transaction; and
(iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the
comments and advice.
(c) For a Related Party Transaction where any one of the percentage ratios is 25% or more, in
addition to (a) and (b) above, the Company must appoint a main adviser, who is a Principal
Adviser within the meaning of the Securities Commission's Principal Adviser Guidelines,
before the terms of the transaction are agreed upon, and it shall be the duty and responsibility
of the main adviser to:(i)
ensure that such transaction is carried out on fair and reasonable terms and conditions,
and not to the detriment of minority shareholders of the Company;
(ii) ensure that such transaction complies with the relevant laws, regulations or guidelines,
where applicable;
(iii) ensure full disclosure of all information required to be disclosed in the announcement
and circular to shareholders; and
(iv) confirm to Bursa Securities after the transaction has been completed and all the
necessary approvals have been obtained, that it has discharged its responsibility with
due care in regard to the transaction.
3
(d)
Under Part E, Paragraph 10.09 of the Listing Requirements, the Company may seek
shareholders' mandate in respect of Related Party Transactions involving recurrent
transactions of a revenue or trading nature, which are necessary for its day-to-day operations
such as supplies of materials, subject to the following:(i)
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;
(ii)
The shareholders’ mandate is subject to annual renewal and disclosure of the aggregate
value of such transactions conducted during the financial year is made in the annual
report;
(iii) Issuing of circular to shareholders by the Company for the shareholders’ mandate; and
(iv)
In a meeting to obtain shareholders’ mandate, the interested Director, Major
Shareholder or Persons Connected with a Director or Major Shareholder; and where it
involves the interest of the Persons 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 Major Shareholder must ensure that Persons
Connected with him abstain from voting on the resolution approving the transactions.
Paragraph 3.4 of Practice Note 12 (“PN12”) stipulates that notwithstanding Paragraph 3.2(d) of
PN12 and subject to Paragraph 10.09 of the Listing Requirements and other provisions of PN12,
the Company may seek the shareholders’ mandate for the provision of financial assistance to its
Related Parties, as provision of financial assistance is regarded as a recurrent transaction under
PN12. The shareholders’ mandate in respect to the provision of financial assistance comprises the
following transactions:(a)
the pooling of funds within the listed company's group of companies via a centralised
treasury management function or such similar arrangements which entails the provision of
financial assistance by the listed company and/or its unlisted subsidiaries on a short or
medium term basis provided that:(i)
the listed company in seeking such a mandate in accordance with Paragraphs 8.23 and
10.09 of the Listing Requirements, must include in its circular, in addition to such
other information as prescribed under the Listing Requirements, the estimated amounts
or value of financial assistance (hereinafter referred to as "the Estimate"); and
(ii)
if the actual amount of financial assistance provided or rendered exceeds the Estimate,
the listed company must make an immediate announcement of the same. If the
percentage ratio of the amount of financial assistance provided or rendered in excess of
the Estimate is 5% or more, the listed company must comply with Paragraph 10.08 of
the Listing Requirements.
For purposes of this paragraph:(aa) "short or medium term basis" means for a duration not exceeding 3 years; and
(bb) "group of companies" means the subsidiaries, associated companies of the listed
company and the listed company's immediate holding company which is listed.
(b) provision of guarantee, indemnity or such other collateral to or in favour of another person
which is necessary in order to procure a contract or secure work from the other person or to
enable the other person to commence and/or complete a contract or work for the listed
company or its subsidiaries.
4
(c) provision of financial assistance in respect of the business of:(i)
leasing, factoring or hire purchase carried out by a listed company or its unlisted
subsidiaries; or
(ii) share financing or share margin financing carried out by a listed company or its unlisted
subsidiaries which is a Participating Organisation; or
(iii) such other similar business that may be determined by Bursa Securities.
Where the Company has procured shareholders' mandate pursuant to Paragraph 10.09 of the
Listing Requirements, the provisions of Paragraph 10.08 of the Listing Requirements will not
apply.
B.
Proposed Shareholders' Mandate
The principal activities of the Company are investment holding and provision of management
services. Its subsidiaries are principally involved in the turnkey, construction related design and
build, civil engineering and building works; property and housing development; marketing,
manufacturing and sale of glazed vitrified clay pipes and other similar related clay products;
marketing, distribution and sale of construction related products and industrial products; trading in
hose and fittings and hose assembly; provision of finance through leasing, hire purchase and share
financing; general and life insurance agency providing insurance underwriting and consultancy
services; share registration and secretarial services; property investment; provision of financial,
accounting and information technology services; general traders dealing in timber, plywood, metal
products, information and communication technology equipment, general plant and machineries
and other general merchandise; manufacturing and supplying of premix, quarry operations to carry
out contract works for civil projects; production of concrete pipes; manufacturing and marketing of
concrete pavers, hollow concrete blocks and eurotiles, undertake contracts for paving works and the
hiring of heavy machinery; to sell or otherwise deal in stones, aggregates, premix or other
construction related products; provision of business process outsourcing, knowledge process
outsourcing and information technology outsourcing services; provision of project management;
renting of machinery and site equipment and undertaking sub-contract work; provision of
mechanical and engineering works; manufacturing and sales of precast micro injection piles and
reinforced concrete piles; undertaking of piling contracts and hire of heavy machineries; trading of
construction materials and general contract work; piling and foundation works; manufacturing and
sale of precast concrete building components, undertaking of precast concrete building contracts
and renting of machineries; cutting, profiling and other value-added works on granites, marbles and
related natural stones materials; undertake quarry operation, manufacturer or supplier of processed
or unprocessed stones, rock materials and other similar products for construction and building
works; trading in hose and fittings, couplings industrial products, hose assembly and heavy
equipment parts; trading and hiring of heavy machinery and spares; manufacturing of couplings and
assembly of hydraulic hoses; quarrying and manufacturing of ready-mixed concrete; production of
building stones; manufacturing and marketing of cavity wall panel; manufacturing, sale and
marketing of interlocking pavers; design, manufacture and sale of pretensioned spun concrete piles;
to carry out foundation and construction works; production and sale of automotive parts, hydraulic
pipes, coupling and adapter; production, sale and marketing of building materials, trading,
distribution of hose and couplings, machineries, spare parts and related items; manufacturing and
assembling of undercarriage components, trading, providing design, consultancy services, repair
and maintenance; providing technical and consultancy advisory for engineering works and to
undertake engineering works through contracting construction projects; to undertake geotechnical
and foundation engineering through contracting construction projects, installation, leasing and
renting of machineries and equipment, marketing and distribution of building materials related
products; franchising business; manufacturing and sales of rubber hose products; real estate
developers and building contractor.
5
The Board is seeking approval from the shareholders for the Proposed Shareholders’ Mandate in
respect of RRPT to be entered into by Sunway Group from the date of forthcoming AGM to the next
AGM. These RRPT are conducted in the ordinary course of business with the Mandated Related
Parties and are on normal commercial terms which are not more favourable to the Mandated Related
Parties than those generally available to the public and are not detrimental to the minority
shareholders of the Company.
The Proposed Shareholders’ Mandate, if approved by the shareholders at the AGM, will take effect
from and including 28 June 2011, being the date of the forthcoming AGM, and shall continue to be
in force until:(a)
the conclusion of the next AGM of the Company at which time it will lapse, unless by a
resolution passed at the next AGM, the Proposed Shareholders’ Mandate is renewed; or
(b)
the expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but must not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
(c)
revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier.
Thereafter, approval from shareholders will be sought for a renewal of the Proposed Shareholders’
Mandate at each subsequent AGM of the Company.
C.
Classes of Mandated Related Parties
The Proposal will apply to the following classes of Mandated Related Parties:-
(i)
Mandated Related Parties
SunCity Group
Principal Activities
Property development and investment, and investment
holding; hotel business; operation of shopping mall and
theme parks; rendering recreational club facilities; operation
of travel, tour business and related activities; operation of a
medical centre and clinics; home nursing care and allied
healthcare services; building facilities management; car park
operator; car park and hotel management; time sharing
businesses; medical tourism; promotion and marketing
services; provision of shopping centre and facilities
management services; provision of shared services,
transportation services; fit-out management services;
bowling alley operator and management of real estate
investment fund.
(ii)
Sunway Technology Group
Investment holding; trading in computers and related
components; and provision of training, IT and consultancy
services.
(iii)
Jef-San Enterprise Sdn Bhd
Provision of management services; rental of properties and
investment holding.
(iv)
Adasia (M) Sdn Bhd
Advertising consultants and agents.
(v)
Akitek Akiprima Sdn Bhd
Architectural consultants and designers.
6
(vi)
(vii)
Mandated Related Parties
Joint venture partners of
Sunway’s subsidiaries,
which include inter alia,
Wuhu Xin Long Machinery
Co. Ltd, Biaxis (M) Sdn
Bhd, DCF Trek Co. Ltd,
Kumpulan Soilmas Sdn Bhd,
Rongyao Investment
Development Co. Ltd, Mr
Yu De Mao, Mr Khor Seng
Yan, Mr Chang Kim Long,
Goldman Sachs Strategic
Investments (Asia) LLC and
Opus Developers and
Builders Private Limited
Principal Activities
Production and sale of automotive parts, high pressure
hydraulic steel pipes and flexible pipes, coupling and
adapter, moulded rubber products, production and sales and
marketing of building materials, automative or construction
machinery and equipment, used and new units, sales and
marketing of metal materials, import and export trading;
construction; metal forging; property development; research
and development, manufacturing and sales of pre-stressed
steel bars; heavy injection piling and foundation
construction; contracting for infrastructure and building
construction and investment holding; marketing and
distribution; construction, marketing of building materials
and investment holding; global investment banking,
securities and investment management firm; construction
and real estate development.
Sunway Real Estate
Investment Trust
A real estate investment trust where funds from investors are
pooled and invested towards a specified goal as set out in
the investment objective of the fund, to provide unitholders
with an exposure to a diverse portfolio of authorised
investments that will provide stable cash distributions with
the potential for sustainable growth.
(collectively called the
“Mandated Related
Parties”)
Relationship of Related Parties
(i)
SunCity Group
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling is a Director of Sunway and SunCity Group as
well as a Major Shareholder of Sunway Group and SunCity Group. Puan Sri Datin Seri (Dr)
Susan Cheah Seok Cheng, the spouse of Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, who
is a Director of Sunway Management Sdn Bhd (a wholly-owned subsidiary of Sunway) and a
Major Shareholder of Sunway Group, is also a Director of Sunway Lagoon Club Berhad (a
84% owned subsidiary of SunCity) and a Major Shareholder of SunCity Group. Sarena Cheah
Yean Tih, the child of Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, is a Director and
Alternate Director in several subsidiaries of SunCity as well as a Major Shareholder of Sunway
Group and SunCity Group. Evan Cheah Yean Shin, the child of Tan Sri Dato’ Seri Dr Jeffrey
Cheah Fook Ling, who is a Director and Alternate Director in several subsidiaries of Sunway
as well as a Major Shareholder of Sunway Group, is also the Alternate Director to Puan Sri
Datin Seri (Dr) Susan Cheah Seok Cheng in Sunway Lagoon Club Berhad.
(ii)
Sunway Technology Group
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena Cheah Yean Tih and Evan Cheah
Yean Shin are Directors of Sunway Technology Group. Tan Sri Dato’ Seri Dr Jeffrey Cheah
Fook Ling is a Major Shareholder of Sunway Technology Group. Puan Sri Datin Seri (Dr)
Susan Cheah Seok Cheng has deemed interest in Sunway Technology Group via a corporation
where she has more than 15% shareholding and by virtue of her spouse’s direct interest in
Sunway Technology Sdn Bhd.
(iii) Jef-San Enterprise Sdn Bhd
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok
Cheng, Sarena Cheah Yean Tih and Evan Cheah Yean Shin are Directors of Jef-San Enterprise
7
Sdn Bhd. Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling and Puan Sri Datin Seri (Dr) Susan
Cheah Seok Cheng are Major Shareholders of Jef-San Enterprise Sdn Bhd.
(iv)
Adasia (M) Sdn Bhd
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling has deemed interest in Adasia (M) Sdn Bhd via
corporations where he has more than 15% shareholding. Puan Sri Datin Seri (Dr) Susan Cheah
Seok Cheng has deemed interest in Adasia (M) Sdn Bhd by virtue of her deemed interest as
well as her spouse’s and children’s deemed interests in Adasia (M) Sdn Bhd. Sarena Cheah
Yean Tih and Evan Cheah Yean Shin are Directors and they have deemed interests in Adasia
(M) Sdn Bhd by virtue of their deemed interests as well as their parents’ deemed interests in
Adasia (M) Sdn Bhd.
(v)
Akitek Akiprima Sdn Bhd
Cheah Teik Jin, the brother of Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng is a Director
and Major Shareholder of Akitek Akiprima Sdn Bhd.
(vi)
Joint venture partners of Sunway’s Subsidiaries (including subsidiaries of the joint
venture partners)
The joint venture partners of Sunway’s subsidiaries, which include inter alia, Wuhu Xin Long
Machinery Co. Ltd, Biaxis (M) Sdn Bhd, DCF Trek Co. Ltd, Kumpulan Soilmas Sdn Bhd,
Rongyao Investment Development Co. Ltd, Mr Yu De Mao, Mr Khor Seng Yan, Mr Chang
Kim Long, Goldman Sachs Strategic Investments (Asia) LLC and Opus Developers and
Builders Private Limited are Major Shareholders in some of the subsidiaries of Sunway.
(vii) Sunway Real Estate Investment Trust
SunCity is a Major Unitholder of Sunway Real Estate Investment Trust. Tan Sri Dato’ Seri Dr
Jeffrey Cheah Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena Cheah
Yean Tih, Sungei Way Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd and Active
Equity Sdn Bhd, being the Major Shareholders of SunCity Group, also have deemed interests
in Sunway Real Estate Investment Trust via SunCity. Tan Sri Dato’ Seri Dr Jeffrey Cheah
Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena Cheah Yean Tih, Sungei
Way Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd and Active Equity Sdn Bhd are
also the Major Shareholders of Sunway Group.
The number of shares and percentage of shareholdings held by the Related Parties in the Mandated
Related Parties as at 30 May 2011 are as follows:SunCity
Name
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Direct
12,823,251
[2.73%]
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng
10,000
[0.002%]
Sarena Cheah Yean Tih
10,000
[0.002%]
8
Deemed
198,473,117
[42.23%]
(a)
211,286,368
[44.95%]
(b)
211,286,368
[44.95%]
(c)
The number of Warrants held by the Related Parties in SunCity as at 30 May 2011 are as follows:Name
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng
Sarena Cheah Yean Tih
Direct
5,817,591
3,333
3,333
%
3.79
0.002
0.002
Deemed
73,429,839 a
79,244,097 a
79,244,097 b
%
47.90
51.69
51.69
Notes:
a Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation
Sdn Bhd, spouse and child
b Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation
Sdn Bhd and parents
Sunway Technology Sdn Bhd
Name
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Direct
1,300,000
[40%]
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng
-
Jef-San Enterprise
Sdn Bhd
Name
Tan Sri Dato’ Seri Dr Jeffrey Cheah
Fook Ling
Direct
60,000
[60%]
Sarena Cheah Yean Tih
-
Deemed
40,000
[40%]
(f1)
60,000
[60%]
(g1)
-
Puan Sri Datin Seri (Dr) Susan Cheah
Seok Cheng
40,000
[40%]
Evan Cheah Yean Shin
-
-
Cheah Teik Jin
-
-
Adasia (M)
Sdn Bhd
Deemed
350,000
[100%]
(f2)
350,000
[100%]
(g2)
350,000
[100%]
(h)
350,000
[100%]
(i)
-
Deemed
1,023,752
[31.5%]
(d)
2,323,752
[71.5%]
(e)
Akitek
Akiprima
Sdn Bhd
Direct
-
-
-
-
999,998
[99.99%]
Sunway Real Estate Investment Trust
Name
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin
Seri (Dr) Susan Cheah Seok Cheng, Sungei Way Corporation Sdn
Bhd, Timah Dunia Dredging Sdn Bhd and Active Equity Sdn Bhd
Deemed
984,414,785
[36.7%]
(j)
Sarena Cheah Yean Tih
984,417,785
[36.7%]
(k)
9
Notes:
D.
(a)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling has deemed interest in SunCity via Active Equity
Sdn Bhd, Active Builder Sdn Bhd, Jef-San Enterprise Sdn Bhd, Sungei Way Corporation Sdn Bhd,
spouse and child.
(b)
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng has deemed interest in SunCity via Jef-San
Enterprise Sdn Bhd, Sungei Way Corporation Sdn Bhd, spouse and child.
(c)
Sarena Cheah Yean Tih has deemed interest in SunCity via Active Equity Sdn Bhd, Active Builder
Sdn Bhd, Sungei Way Corporation Sdn Bhd and parents.
(d)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling has deemed interest in Sunway Technology Sdn
Bhd via a corporation where he has more than 15% shareholding.
(e)
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng has deemed interest in Sunway Technology Sdn
Bhd via a corporation where she has more than 15% shareholding and by virtue of her spouse’s
direct interest in Sunway Technology Sdn Bhd.
(f1)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling has deemed interest in Jef-San Enterprise Sdn Bhd
by virtue of his spouse’s direct interest in Jef-San Enterprise Sdn Bhd.
(f2)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling has deemed interest in Adasia (M) Sdn Bhd via
corporations where he has more than 15% shareholding.
(g1)
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng has deemed interest in Jef-San Enterprise Sdn
Bhd by virtue of her spouse’s direct interest in Jef-San Enterprise Sdn Bhd.
(g2)
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng has deemed interest in Adasia (M) Sdn Bhd by
virtue of her deemed interest as well as her spouse’s and children’s deemed interests in Adasia
(M) Sdn Bhd.
(h)
Sarena Cheah Yean Tih has deemed interest in Adasia (M) Sdn Bhd by virtue of her deemed
interest as well as her parents’ deemed interests in Adasia (M) Sdn Bhd.
(i)
Evan Cheah Yean Shin has deemed interest in Adasia (M) Sdn Bhd by virtue of his deemed interest
as well as his parents’ deemed interests in Adasia (M) Sdn Bhd.
(j)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok
Cheng, Sungei Way Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd and Active Equity Sdn
Bhd have deemed interests in Sunway Real Estate Investment Trust via SunCity.
(k)
Sarena Cheah Yean Tih has deemed interest in Sunway Real Estate Investment Trust via SunCity
and spouse.
Nature of RRPT and Estimated Values
The types of RRPT which will be covered by the Proposed Shareholders’ Mandate are transactions
of a revenue or trading nature which are necessary for the day-to-day operations of the Sunway
Group and are on terms not more favourable to the Mandated Related Parties than those generally
available to the public, which include the provision of financial assistance pursuant to PN12 of the
Listing Requirements.
10
I.
Purchases from Mandated Related Parties
The details of RRPT and their estimated values for which the shareholders’ approval is sought on the Proposed Shareholders’ Mandate are set out below:-
Mandated
Related Parties
PURCHASES
FROM
(i)
SunCity Group
Nature of RRPT
-
-
(ii)
Sunway Technology
Group
Project
management
services for the
development of land owned by Sunway Group or
its joint venture companies on a profit-sharing
basis.
Recreational club and theme park facilities,
time sharing and medical tourism services.
Hotel and related services.
Ticketing and tour related services.
Medical services.
Rental
of
premises/properties**, office
equipment, motor vehicles, plant & machineries
and other related services.
Rental and management of car parks and
related services.
Management and related services.
Security and related services.
Financial related services, IT network, internet,
lotus notes and related services.
Property management services.
Bus shuttle and related services.
Computer products, software support, maintenance
and consultancy services for IT software and
hardware.
11
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
#
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
-
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
#
10,000,000
158,831
10,000,000
3,000,000
4,000,000
3,000,000
15,000,000
172,357
1,059,328
100,210
1,296,483
3,000,000
4,000,000
3,000,000
15,000,000
1,000,000
-
1,000,000
3,000,000
200,000
600,000
2,208
3,000,000
200,000
600,000
3,000,000
-
389,295
-
3,000,000
500,000
4,000,000
93,369
4,000,000
Mandated
Related Parties
PURCHASES
FROM
Nature of RRPT
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
3,000,000
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
773,725
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
3,000,000
(iii)
Adasia (M) Sdn Bhd
Advertising and related services.
(iv)
Akitek Akiprima Sdn
Bhd
Architectural and related services/products.
#
-
#
(v)
Applicable for
transactions between
Sunway’s subsidiaries
and their respective
joint venture partners
(including subsidiaries
of the joint venture
partners)
-
#
#
#
-
#
#
#
#
3,000,000
10,000,000
-
#
100,000
100,000
#
10,000,000
-
#
100,000
10,000,000
4,843,526
10,000,000
-
-
(vi)
Sunway Real Estate
Investment Trust
-
Construction, foundation and related services.*
Mechanical engineering and related services.
Building and raw materials, interlocking pavers,
pretensioned spun concrete piles and related
products, machineries, spare parts and related
products.
Property development activities.
Management and related services.
Distribution, marketing, sales and after sales
services of construction/automation equipment
for the integration of electronic devices used for
residential purposes.
Project management and related services.
Rental of office equipment, motor vehicles,
plant & machineries and other related services.
Leasing/rental of properties in respect of Menara
Sunway, Sunway Tower and such other new
properties which may be owned by Sunway Real
Estate Investment Trust.
12
Notes:
*
Include inter alia, construction of civil & building works, contracting in mechanical, electrical & engineering works, prefabricated construction of building & civil
works, precast concrete building contracts and piling contracts.
#
The estimated value of transactions cannot be determined as the transactions are on project-by-project basis.
**
The addresses of the premises/properties are Menara Sunway Annexe and Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor;
Jalan PJS 7/16, Bandar Sunway, 46150 Petaling Jaya, Selangor; Lot 656, Jalan Subang 1, Persiaran Subang, 47500 Petaling Jaya, Selangor and PT 1490, No. 1
Jalan PJS 11/1, Bandar Sunway, Subang Jaya, Selangor. The tenures of the premises/properties (and such other new properties that may be rented out to the Group)
are of varying lengths but are for a lease period of not more than 3 years. The rental payment is on a monthly basis.
^
None of the Actual Value of the RRPT has exceeded the Estimated Value by 10% or more, based on the grouping of related parties.
^^
The New Estimated Values of RRPT are based on the Actual Values transacted and/or the management’s estimates and these New Estimated Values may vary and
subject to changes.
II.
Sales to Mandated Related Parties
The details of RRPT and their estimated values for which the shareholders’ approval is sought on the Proposed Shareholders’ Mandate are set out
below:-
Mandated
Related Parties
SALES TO
(i)
SunCity Group
Nature of RRPT
-
-
Construction and related services* and
mechanical engineering and related services.
Construction services as a turnkey contractor in
the joint development of land on a profit-sharing
basis.
Building materials, spare parts and other related
construction materials and services.
Rental and purchase of spare parts and
construction machineries.
13
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
#
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
118,155,217
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
#
#
-
#
#
1,020,578
#
#
-
#
Mandated
Related Parties
SALES TO
Nature of RRPT
(ii)
Sunway Technology
Group
-
(iii)
Jef-San Enterprise Sdn Bhd
-
Rental of office equipment, motor vehicles,
plant & machineries and other related services.
Share/Unit registration, secretarial and related
services.
Management and related services.
Insurance products and related services.
Financial and IT related services.
Car park management and related services.
Trade mark license fee.
Pharmaceutical and related products.
Computer
products, software
support,
maintenance and consultancy services for IT
software and hardware.
Secretarial and management services.
Insurance products and related services.
Rental of office equipment, motor vehicles
and other related services.
Financial and IT related services.
Trade mark license fee
Insurance products and related services.
Secretarial and management services.
Financial and IT related services.
14
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
1,000,000
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
114,470
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
1,000,000
5,000,000
237,714
5,000,000
100,000
10,000,000
2,000,000
10,000,000
200,000
1,000,000
3,742,224
19,480
149,736
100,000
10,000,000
2,000,000
10,000,000
200,000
1,000,000
1,000,000
-
1,000,000
20,000
200,000
1,000,000
8,860
17,692
-
20,000
200,000
1,000,000
800,000
50,000
299,083
-
800,000
50,000
20,000
10,000
10,000
1,000
-
20,000
10,000
10,000
Mandated
Related Parties
SALES TO
(iv)
Adasia (M) Sdn Bhd
Nature of RRPT
-
(v)
Applicable for
transactions between
Sunway’s subsidiaries
and their respective
joint venture partners
(including subsidiaries
of the joint venture
partners)
-
-
-
Insurance products and related services.
Rental of office equipment, motor vehicles
and other related services.
Secretarial and management services.
Financial and IT related services.
Construction, foundation and related services.*
Mechanical engineering and related services.
Building and raw materials, interlocking pavers,
pretensioned spun concrete piles and related
products, machineries, spare parts and related
products.
Property development activities.
Management and related services.
Distribution, marketing, sales and after sales
services of construction/automation equipment
for the integration of electronic devices used for
residential purposes.
Project management and related services.
Rental of office equipment, motor vehicles, plant
& machineries and other related services.
15
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
200,000
300,000
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
1,335
-
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
200,000
300,000
8,000
20,000
1,220
2,512
8,000
20,000
#
#
#
-
#
#
#
#
3,000,000
10,000,000
-
#
100,000
10,000,000
#
10,000,000
-
#
100,000
Mandated
Related Parties
SALES TO
(vi)
Sunway Real Estate
Investment Trust
Nature of RRPT
-
Unit registration, secretarial and related services.
Management and related services.
Insurance products and related services.
Trade mark license fee.
Construction and related services* and
mechanical engineering and related services.
Building materials, spare parts and other related
construction materials and services.
Rental and purchase of spare parts and
construction machineries.
Rental of office equipment, motor vehicles,
plant & machineries and other related services.
Previous
estimated value as
disclosed in the
Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
5,000,000
1,000,000
10,000,000
500,000
#
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
71,809
48,306
6,000
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
1,000,000
1,000,000
1,000,000
500,000
#
#
-
#
#
-
#
3,000,000
-
1,000,000
Notes:
*
Include inter alia, construction of civil & building works, contracting in mechanical, electrical & engineering works, prefabricated construction of building & civil
works, precast concrete building contracts and piling contracts.
#
The estimated value of transactions cannot be determined as the transactions are on project-by-project basis.
^
None of the Actual Value of the RRPT has exceeded the Estimated Value by 10% or more, based on the grouping of related parties.
^^
The New Estimated Values of RRPT are based on the Actual Values transacted and/or the management’s estimates and these New Estimated Values may vary and
subject to changes.
16
III.
Provision of Financial Assistance
The details of RRPT and their estimated values for which the shareholders’ approval is sought on the Proposed Shareholders’ Mandate are set out below:-
Mandated Related Parties
Provision of Financial Assistance
(i)
Provision of guarantee, indemnity
or such other collateral to or in
favour of another person which is
necessary in order to procure a
contract or secure work from the
other person to commence and/or
complete a contract or work for
the Sunway Group [hereinafter
referred to as “Provision of
Financial Assistance”]
Provision of Financial Assistance
by Sunway or its subsidiaries to
SunCity Group
(ii)
Provision of leasing, factoring
and hire purchase facilities, share
financing, share margin financing
or such other similar business that
may be determined by Bursa
Securities
1)
2)
3)
4)
5)
6)
SunCity Group
Sunway Technology Group
Jef-San Enterprise Sdn Bhd
Adasia (M) Sdn Bhd
Akitek Akiprima Sdn Bhd
Sunway Real Estate Investment
Trust
Previous estimated
value as disclosed
in the Circular to
Shareholders
dated
7 June 2010
(“Estimated
Value”)
RM
#
Actual value
transacted from the
last AGM to
30 April 2011, being
the latest
practicable date
before the printing
of this Circular
(“Actual Value”)^
RM
-
New estimated
value from this
AGM to the next
AGM (to be held
in June 2012)
(“New Estimated
Value”)^^
RM
#
150,000,000
10,000,000
1,000,000
3,000,000
1,000,000
-
9,936,000
1,322,000
-
150,000,000
10,000,000
1,000,000
3,000,000
1,000,000
10,000,000
Notes:
# The estimated value of transactions cannot be determined as the transactions are on project-by-project basis.
^ None of the Actual Value of the RRPT has exceeded the Estimated Value by 10% or more, based on the grouping of related parties.
^^ The New Estimated Values of RRPT are based on the Actual Values transacted and/or the management’s estimates and these New Estimated Values may vary and
subject to changes.
17
E.
Rationale for, and the benefit to, the Group for transacting with Mandated Related Parties
The Sunway Group has a long-standing business relationship with the Mandated Related Parties.
The Mandated Related Parties are both good customers of the Sunway Group as well as reliable
suppliers of raw materials, goods and services with proven track records required by the Sunway
Group for its businesses. The raw materials, goods and services provided by as well as sales made to
the Mandated Related Parties are priced competitively and all transactions between the Sunway
Group and the Mandated Related Parties are carried out on an arm’s length basis and on terms not
more favourable to the Mandated Related Parties than those generally available to the public. The
raw materials, goods and services can be obtained from the Mandated Related Parties even when
short notice is given to them, in order to meet the tight orders of the Group’s customers. The Group
can also obtain various products, which are out of the product range of the Group from the Mandated
Related Parties to meet the orders of its customers. The close co-operation between the Sunway
Group and the Mandated Related Parties has reaped mutual benefits and has been and is expected to
continue to be beneficial to the businesses of the Sunway Group.
In this regard, Sunway would like to seek its shareholders’ approval for the Proposed Shareholders’
Mandate.
The Proposal is intended to facilitate transactions in the normal course of business of the Sunway
Group which are transacted from time to time with the Mandated Related Parties, provided that they
are carried out at arm's length and on the Sunway Group's normal commercial terms and are not
prejudicial to its shareholders and on terms not more favourable to the Mandated Related Parties than
those generally available to the public and are not to the detriment of the minority shareholders.
The procurement of a mandate for the provision of financial assistance would facilitate the pooling
of funds within the Sunway Group via a centralised treasury management function or such similar
arrangements on a short or medium term basis. The “short or medium term basis” means for a
duration not exceeding 3 years.
In addition, the mandate for the provision of financial assistance would allow the Sunway Group to
provide guarantee, indemnity or such other collateral to or in favour of another person which is
necessary in order to procure a contract or secure work from the other person to commence and/or
complete a contract or work for the Sunway Group.
The mandate would also cover the provision of leasing, factoring and hire purchase facilities, share
financing and share margin financing by the Sunway Group to the Mandated Related Parties.
The procurement of the Proposed Shareholders’ Mandate 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 RRPT with the Mandated Related Parties arise, thereby substantially reducing
administrative time and expenses in convening such meetings, without compromising the corporate
objectives and business opportunities available to the Sunway Group.
Disclosure will be made in the annual report of the Company of the aggregate value of RRPT
conducted pursuant to the Proposed Shareholders’ Mandate during the financial year. In making the
disclosure, the Company must provide a breakdown of the aggregate value of the RRPT made
during the financial year, amongst others, based on the following information:(a)
(b)
the type of RRPT made; and
the names of the Mandated Related Parties involved in each type of the RRPT made and their
relationship with the Group.
The above disclosure will also be made in the Company’s annual report for subsequent financial
years during which the shareholders’ mandate remains in force.
18
F.
Review Methods or Procedures for RRPT
There are procedures established by the Sunway Group to ensure that RRPT are undertaken on an
arm’s length basis and on the Sunway Group’s normal commercial terms and on terms not more
favourable to the Mandated Related Parties than those generally available to the public. The terms
are consistent with the Sunway Group’s usual business practices and policies, which are generally no
more favourable to the Mandated Related Parties than those extended to unrelated third parties and
are not to the detriment of the minority shareholders.
The Sunway Group’s review methods and procedures governing RRPT are as follows:(i)
For the supply of general goods and services, a minimum of 3 quotations where applicable,
shall be obtained every year. Where it is not practical to obtain a minimum of 3 quotations due
to logistic and monopoly constraints, there may be a situation whereby less than 3 quotations
will be acceptable. These quotations shall be reviewed in respect of pricing, quality and
service level by a team comprising different functional management staff.
(ii)
For the award of construction contracts, the management shall approve an internal budget to
form the basis for comparison with tenders received. Tenders are invited for all projects and
they are evaluated based on pricing as well as technical and financial capabilities of the
tenderers. The whole process of tendering, evaluation and selection of tenderer is reviewed
and approved by a Management Tender Committee.
(iii)
At least 2 other contemporaneous transactions with unrelated third parties for similar
products/services and/or quantities will be used as comparison (wherever possible) to
determine whether the price and terms offered to/by the Mandated Related Parties are fair and
reasonable and comparable to those offered to/by other unrelated third parties for the same or
substantially similar type of products/services and/or quantities. In the event that quotation or
comparative pricing from unrelated third parties cannot be obtained (for instance, if there are
no unrelated third party vendors/customers of similar products/services, or if the
product/service is a proprietary item), the price and terms of the RRPT will be in accordance
with applicable industry norms, prevailing commercial rates and at rates not more favourable
to the Mandated Related Parties than those generally available to the public and are not
detrimental to the Group or the minority shareholders.
(iv)
A list of Mandated Related Parties has been circulated to the Company’s subsidiaries to notify
that all RRPT are required to be undertaken on an arm’s length basis and normal commercial
terms and on terms not more favourable to the Mandated Related Parties than those generally
available to the public.
(v)
Records are maintained by the Company to capture all RRPT which are entered into pursuant
to the Proposed Shareholders’ Mandate.
(vi)
All RRPT with value equal to or exceeding RM1 million per transaction are reviewed and
approved by a committee to ensure compliance with the Listing Requirements on RRPT.
RRPT with value below RM1 million are reviewed and authorised by different personnel of
managerial level.
(vii) Where any person(s) has an interest in the transactions to be reviewed, such person(s) shall
abstain from deliberation and decision making in respect of that transaction.
(viii) The annual internal audit plan shall incorporate a review of RRPT entered into pursuant to the
Proposed Shareholders’ Mandate to ensure that the relevant approvals have been obtained and
the review procedures in respect of such transactions are adhered to.
19
G.
(ix)
The Board and the Audit Committee shall review the internal audit report to ascertain that the
procedures established to monitor RRPT have been complied with and the review shall be
done at every quarter together with the review of quarterly results.
(x)
The Board and the Audit Committee have reviewed and shall continue to review the adequacy
and appropriateness of the procedures as and when required, with the authority to sub-delegate
to individuals or committees within the Company as they deem appropriate.
Audit Committee's Statements
With the support and assistance from the Group Internal Audit and the management, the Audit
Committee will review the relevant RRPT and also review the established procedures as stated in
paragraph 2F above to ascertain that they have been complied with. Further, if during these periodic
reviews by the Audit Committee, the Audit Committee is of the view that the procedures as stated
above are not sufficient to ensure that the RRPT are on the Sunway Group's normal commercial
terms and on terms not more favourable to the Mandated Related Parties than those generally
available to the public and will be prejudicial to the shareholders, the Company will revert
immediately to its shareholders for a fresh mandate based on new or additional procedures, and in
any case before the next transaction is entered into.
The Audit Committee, comprising Wong Chin Mun (Chairman), Datuk Low Seng Kuan and Datuk
Abdul Malek Bin Abdul Aziz who are the Independent Non-Executive Directors, has reviewed the
procedures mentioned in paragraph 2F above and is satisfied that the said procedures are sufficient to
ensure that the RRPT will be made with the Mandated Related Parties in accordance with the
Sunway Group's normal commercial terms and on terms not more favourable to the Mandated
Related Parties than those generally available to the public, and hence, not prejudicial to the
shareholders nor disadvantageous to the Company and its subsidiaries and are not to the detriment of
the minority shareholders.
The Audit Committee is of the view that the Sunway Group has in place adequate procedures and
processes to monitor, track and identify RRPT in a timely and orderly manner. These procedures
and processes are reviewed annually.
3. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
As at 30 May 2011, the direct and deemed interests of the interested Director, Major Shareholders and
Persons Connected with the Director and Major Shareholders of Sunway are as follows:Interests of the Interested Director
No. of Unexercised
Options under
Sunway’s Employees’
%
Share Option Scheme
41.08
2,500,000
No. of Ordinary Shares of RM1.00 each
Name of Director
Tan Sri Dato’ Seri Dr
Jeffrey Cheah Fook Ling
Direct
29,845,278
%
5.10
Deemed
240,466,059 d
No. of Warrants 2009/2014
Direct
%
Deemed
10,825,029
4.39
136,038,857 a
Name of Director
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
20
%
55.16
Interests of the Interested Major Shareholders
No. of Ordinary Shares of RM1.00 each
Direct
%
Deemed
%
29,845,278 5.10
240,466,059 d 41.08
Name of Major Shareholders
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Sungei Way Corporation Sdn Bhd
Timah Dunia Dredging Sdn Bhd
Active Equity Sdn Bhd
240,395,059 41.06
-
240,395,059 b
240,395,059 c
41.06
41.06
Name of Major Shareholders
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Sungei Way Corporation Sdn Bhd
Timah Dunia Dredging Sdn Bhd
Active Equity Sdn Bhd
No. of Warrants 2009/2014
Direct
%
Deemed
10,825,029 4.39
136,038,857 a
135,351,357 54.88
135,351,357 b
135,351,357 c
%
55.16
54.88
54.88
Notes:
a Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah
Dunia Dredging Sdn Bhd, Sungei Way Corporation Sdn Bhd, spouse and children
b Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn
Bhd
c Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Timah Dunia Dredging Sdn
Bhd and Sungei Way Corporation Sdn Bhd
d Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah
Dunia Dredging Sdn Bhd, Sungei Way Corporation Sdn Bhd and children
Interests of the Interested Persons Connected with the Director and Major Shareholders
Name of Persons Connected with Tan
Sri Dato’ Seri Dr Jeffrey Cheah Fook
Ling
Puan Sri Datin Seri (Dr) Susan Cheah Seok
Cheng
Sarena Cheah Yean Tih
Evan Cheah Yean Shin
No. of Ordinary Shares of RM1.00 each
Direct
%
Deemed
%
Name of Persons Connected with
Tan Sri Dato’ Seri Dr Jeffrey Cheah
Fook Ling
Puan Sri Datin Seri (Dr) Susan Cheah Seok
Cheng
Sarena Cheah Yean Tih
Evan Cheah Yean Shin
-
-
270,311,337 #
46.17
5,000
66,000
0.001
0.01
270,240,337 ##
270,240,337 ##
46.16
46.16
Direct
No. of Warrants 2009/2014
%
Deemed
%
444,000
0.18
146,419,886 #
59.37
184,700
58,800
0.07
0.02
146,620,386 *
146,620,386 *
59.45
59.45
Notes:
# Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn
Bhd, spouse and children
## Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah
Dunia Dredging Sdn Bhd, Sungei Way Corporation Sdn Bhd and parent
* Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah
Dunia Dredging Sdn Bhd, Sungei Way Corporation Sdn Bhd and parents
21
Name of Persons Connected with Tan
Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling
Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng
Sarena Cheah Yean Tih
Evan Cheah Yean Shin
Name of Person Connected with
Puan Sri Datin Seri (Dr) Susan Cheah
Seok Cheng
Cheah Teik Jin
No. of Unexercised Options under Sunway’s
Employees’ Share Option Scheme
450,000
87,500
No. of Ordinary Shares of RM1.00 each
Direct
%
Deemed
%
-
Name of Person Connected with
Puan Sri Datin Seri (Dr) Susan Cheah
Seok Cheng
Cheah Teik Jin
Direct
-
-
-
No. of Warrants 2009/2014
%
Deemed
-
-
-
%
-
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling is a Director of Sunway. Tan Sri Dato’ Seri Dr Jeffrey
Cheah Fook Ling, Sungei Way Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd and Active Equity
Sdn Bhd are Major Shareholders of Sunway. Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena
Cheah Yean Tih and Evan Cheah Yean Shin are also Major Shareholders of Sunway and they are Persons
Connected with Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling. Cheah Teik Jin is a Person Connected
with Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng. The abovementioned persons and companies are
deemed interested in the Proposal due to the following:(a)
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok
Cheng, Sarena Cheah Yean Tih and Evan Cheah Yean Shin are Directors and/or Major
Shareholders of the Mandated Related Parties as stated in paragraph 2C under “Relationship of
Related Parties”. In addition, Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin Seri
(Dr) Susan Cheah Seok Cheng, Sarena Cheah Yean Tih and Evan Cheah Yean Shin are also Major
Shareholders of Sunway.
(b)
Sungei Way Corporation Sdn Bhd has major shareholding of 41.06% in Sunway while Timah
Dunia Dredging Sdn Bhd, Active Equity Sdn Bhd and Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook
Ling have deemed interests in Sunway via Sungei Way Corporation Sdn Bhd.
(c)
Cheah Teik Jin who is a Person Connected with Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng,
is a Director and Major Shareholder of a Mandated Related Party as stated in paragraph 2C under
“Relationship of Related Parties”.
The interested Director namely Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling is deemed interested in the
Proposal. Accordingly, he has abstained and will continue to abstain from Board deliberations and voting
on the Proposal in respect of his direct and/or indirect shareholdings in Sunway at the AGM to be
convened.
The interested Major Shareholders namely Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Sungei Way
Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd and Active Equity Sdn Bhd as well as Puan Sri
Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena Cheah Yean Tih and Evan Cheah Yean Shin being
Persons Connected with Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, will abstain from voting on the
Proposal in respect of their direct and/or indirect shareholdings in Sunway at the AGM to be convened.
22
In addition, the interested Director and Major Shareholders also undertake to ensure that Persons
Connected with them will abstain from voting, deliberating and approving the Proposal in respect of their
direct and/or indirect shareholdings in Sunway at the AGM.
Save as disclosed above, none of the other Directors and/or Major Shareholders of Sunway or Persons
Connected with them has any interest, directly or indirectly in the Proposal.
4.
CONDITION OF THE PROPOSAL
The Proposal is conditional upon the approval of the shareholders of Sunway being obtained at the
forthcoming AGM.
5.
DIRECTORS' RECOMMENDATION
The Board (save and except for Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling who is deemed interested
in the Proposal), having considered all aspects of the Proposal, is of the opinion that the Proposal is in the
best interest of the Company and recommend that you vote in favour of the resolution pertaining to the
Proposal to be tabled at the forthcoming AGM.
6.
AGM
The 33rd AGM, the notice of which is set out in the Company’s Annual Report 2010 and an extract of
which in relation to the Proposal is also enclosed in this Circular, will be held at Grand Caymans, Level
10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul
Ehsan on Tuesday, 28 June 2011 at 3.30 p.m. for the purpose of considering and, if thought fit, passing the
resolution to give effect to the Proposal pursuant to the agenda of Special Business as detailed in the
Company’s Annual Report 2010.
A Proxy Form for the 33rd AGM is enclosed in the Company’s Annual Report 2010 which you are urged
to complete and deposit at the Registered Office of the Company at Level 16, Menara Sunway, Jalan
Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before
the time set for the 33rd AGM or any adjournment thereof. The lodging of the Proxy Form will not
preclude you from attending and voting in person at the 33rd AGM should you subsequently wish to do
so.
7.
FURTHER INFORMATION
Shareholders are requested to refer to Appendix I contained in this Circular for further information.
Yours faithfully
For and on behalf of the Board of Directors
SUNWAY HOLDINGS BERHAD
Wong Chin Mun
Senior Independent Non-Executive Director
23
PART B
PROPOSED AUTHORITY FOR THE PURCHASE
OF OWN SHARES BY THE COMPANY
24
SUNWAY HOLDINGS BERHAD
(Company No. 37465-A)
(Incorporated in Malaysia)
Registered Office:
Level 16, Menara Sunway
Jalan Lagoon Timur
Bandar Sunway
46150 Petaling Jaya
Selangor Darul Ehsan
6 June 2011
Board of Directors:
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, AO (Executive Chairman; Non-Independent Executive Director)
Dato’ Chew Chee Kin (President; Non-Independent Executive Director)
Dato’ Yau Kok Seng (Managing Director; Non-Independent Executive Director)
Dato’ Tan Kia Loke (Non-Independent Non-Executive Director)
Kwan Foh Kwai (Non-Independent Non-Executive Director)
Wong Chin Mun (Senior Independent Non-Executive Director)
Datuk Low Seng Kuan (Independent Non-Executive Director)
Datuk Abdul Malek Bin Abdul Aziz (Independent Non-Executive Director)
To : The Shareholders of Sunway Holdings Berhad
Dear Sir/Madam
 PROPOSED AUTHORITY FOR THE PURCHASE OF OWN SHARES BY THE COMPANY
1. INTRODUCTION
The Company had obtained the shareholders’ approval at its last AGM held on 29 June 2010 for the
purchase of its own shares of up to a maximum of 10% of the issued and paid-up share capital of the
Company (“Proposed Share Buy-Back”). The authority for the Proposed Share Buy-Back will lapse at
the conclusion of the forthcoming AGM of the Company, unless it is renewed.
The Company had on 27 May 2011, announced to Bursa Securities that it proposes to seek the approval
of its shareholders for the Proposed Share Buy-Back.
The purpose of this Circular is to provide you with details pertaining to the Proposed Share Buy-Back
and to seek your approval for the resolution thereto to be tabled at the forthcoming AGM of the
Company.
SHAREHOLDERS OF SUNWAY ARE ADVISED TO READ THE CONTENTS OF THIS
CIRCULAR CAREFULLY BEFORE VOTING ON THE RELEVANT RESOLUTION
PERTAINING TO THE PROPOSED SHARE BUY-BACK.
25
2. DETAILS OF THE PROPOSED SHARE BUY-BACK
The Board of Sunway proposes to seek the approval from the shareholders of the Company for a renewal
of the authority to purchase and/or hold its own shares of up to a maximum of 10% of the issued and
paid-up share capital of the Company at any point in time subject to compliance with Section 67A of the
Act, Part IIIA of the Companies Regulations 1966, the Listing Requirements and any prevailing laws,
rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of
purchase.
The issued and paid-up share capital of the Company as at 30 May 2011 is RM610,109,555 comprising
610,109,555 Shares, the maximum number of shares which may be purchased by the Company shall not
exceed 61,010,955. The purchase of own shares will be carried out on Bursa Securities through an
appointed stockbroker.
The Listing Requirements stipulates that the Proposed Share Buy-Back must be made wholly out of
retained profits and/or share premium account of the listed company. The audited accumulated losses
and share premium account of the Company as at 31 December 2010 are RM461,964 and RM218,056
respectively.
The Sunway Shares purchased by the Company may be dealt with by the Directors in accordance with
Section 67A of the Act in the following manner:(i)
to cancel the Sunway Shares so purchased; or
(ii)
to retain the Sunway Shares so purchased as treasury shares for distribution as dividends to the
shareholders of the Company and/or re-sell on Bursa Securities in accordance with the Listing
Requirements and/or subsequently cancelled; or
(iii)
to retain part of the Sunway Shares so purchased as treasury shares and cancel the remainder.
While the purchased shares are held as treasury shares, the rights attached to them in relation to voting,
dividends and participation in any other distributions or otherwise will be suspended. The 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 purposes including substantial shareholdings, take-overs, notices, the
requisitioning of meetings, the quorum for a meeting and the result of a vote on the resolution at a
meeting.
If the Company decides to cancel the shares purchased, it is required to make an immediate
announcement on the day the cancellation is made providing the number of shares cancelled, the date of
cancellation and the outstanding issued and paid-up share capital of the Company after the cancellation.
In the event the Company retains the shares purchased as treasury shares, the said shares may either be
distributed as share dividends, resold on Bursa Securities in accordance with the Listing Requirements or
subsequently cancelled.
The approval from the shareholders for the Proposed Share Buy-Back would be effective immediately
upon the passing of the ordinary resolution for the Proposed Share Buy-Back until:(a)
the conclusion of the next AGM of the Company at which time it shall lapse unless by ordinary
resolution passed at the meeting, the authority is renewed, either unconditionally or subject to
conditions; or
(b)
the expiration of the period within which the next AGM after that date is required by law to be
held; or
26
(c)
revoked or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting,
whichever occurs first.
Pursuant to the Listing Requirements, the Company may only purchase its own shares at a price which is
not more than 15% above the weighted average market price of Sunway Shares for the past 5 market
days immediately preceding the date of the purchase(s). Under Paragraph 12.18 of the Listing
Requirements, the Company may only resell the purchased shares held as treasury shares at:(a)
a price which is not less than the weighted average market price of SunCity Shares for the 5
market days immediately before the resale; or
(b)
a discounted price of not more than 5% to the weighted average market price of SunCity Shares
for the 5 market days immediately before the resale provided that:(i) the resale takes place not earlier than 30 days from the date of purchase; and
(ii) the resale price is not less than the cost of purchase of the shares being resold.
The Proposed Share Buy-Back will allow the Directors to purchase Sunway Shares at any time within
the abovementioned time period using the funds of the Sunway Group. The aforesaid funds will be
sourced from both internally generated funds of the Sunway Group and/or external borrowings, the
portion of which to be utilised will depend on the actual number of Sunway Shares to be purchased, the
price of Sunway Shares and the availability of funds at the time of the purchase(s). If borrowings are
used for the Proposed Share Buy-Back, the Company will experience a decline in its net cash flow to the
extent of the interest costs associated with such borrowings but the Board does not foresee any difficulty
in repayment of borrowings, if any, is used for the Proposed Share Buy-Back. Based on the audited
consolidated financial statements as at 31 December 2010, the Group has a net cash and cash equivalent
balance of approximately RM245,889.
The actual number of Sunway Shares to be purchased, the total amount of funds involved for each
purchase and the timing of the purchase(s) will depend on the market conditions and sentiments of the
stock market, the available financial resources of the Group and the amount of retained profits and/or
share premium of the Company.
The public shareholding spread of the Company based on the Record of Depositors as at 29 April 2011,
being the latest practicable date prior to the printing of this Circular, was approximately 51%. If the
Proposed Share Buy-Back is implemented in full i.e. up to 10% of the Sunway Shares are purchased
from the public entirely and all the Shares purchased are either cancelled or held as treasury shares, and
assuming the shareholdings of the Directors, substantial shareholders or persons connected with
Directors and/or substantial shareholders remain the same, the public shareholding spread of the
Company is expected to be approximately 45%. The Company, in implementing the Proposed Share
Buy-Back, will be mindful in ensuring that the minimum public shareholding spread of 25% is met and
maintained.
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK
The Proposed Share Buy-Back will enable the Company to utilise its financial resources not immediately
required for use, to purchase its own Shares. The Proposed Share Buy-Back may enhance the EPS and
reduce the liquidity level of the Sunway Shares in Bursa Securities, which generally will have a positive
impact on the market price of the Sunway Shares.
27
The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders are as
follows:(a)
allows the Company to take preventive measures against speculation particularly when its Shares
are undervalued which would in turn stabilise the market price of Sunway Shares and hence,
enhance investors’ confidence;
(b)
allows the Company flexibility in achieving the desired capital structure, in terms of the debt and
equity composition and the size of equity; and
(c)
as the Sunway Shares bought back by the Company will be cancelled, shareholders of the
Company are likely to enjoy an increase in the value of their investment in the Company as the
net EPS of the Company will increase.
The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as
follows:(a)
the Proposed Share Buy-Back will reduce the financial resources of the Sunway Group and may
result in the Sunway Group foregoing better investment opportunities that may emerge in future;
and
(b)
as the Proposed Share Buy-Back can only be made out of retained profits and/or share premium
of the Company, it may result in the reduction of financial resources available for distribution to
shareholders in the immediate future.
The Proposed Share Buy-Back, if exercised, will reduce the financial resources of the Company, but
since the amount is not substantial, it will not affect the furtherance of the Company’s business or
payment of dividends. Nevertheless, the Board will be mindful of the interest of the Company and its
shareholders in undertaking the Proposed Share Buy-Back and in the subsequent cancellation of the
Sunway Shares purchased.
4. EFFECTS OF THE PROPOSED SHARE BUY-BACK
The effects of the Proposed Share Buy-Back and the implication relating to the Malaysian Code on Takeovers and Mergers 2010 are as follows:4.1
Share Capital
The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the
Company assuming that the maximum number of Sunway Shares (of up to 10% of the issued and
paid-up share capital) authorised under the Proposed Share Buy-Back are purchased and
cancelled, is as set out below:-
Issued and paid-up share capital as at 30 May 2011
Assuming Sunway Shares purchased are cancelled
(up to 10% of the issued and paid-up share capital)
28
Number of
Sunway Shares
RM
610,109,555
610,109,555
(61,010,955)
549,098,600
(61,010,955)
549,098,600
On the other hand, if the Sunway Shares purchased are retained as treasury shares, the Proposed
Share Buy-Back will not affect the issued and paid-up share capital of the Company but the rights
attached to them in relation to voting, dividends and participation in any other distributions or
otherwise will be suspended. The 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 purposes including
substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a
meeting and the result of a vote on the resolution at a meeting.
4.2
NTA and Working Capital
The effect of the Proposed Share Buy-Back on the NTA of the Sunway Group will depend on the
purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to
finance the purchase of Sunway Shares or any loss in interest income to the Company.
In the event that all the Sunway Shares are cancelled, the Proposed Share Buy-Back would reduce
the NTA of the Sunway Group when the purchase price per Sunway Share exceeds the NTA per
Sunway Share at the relevant point in time, and vice versa.
The Proposed Share Buy-Back will reduce the working capital of the Sunway Group, the quantum
of which will depend on the purchase price(s) of the Sunway Shares and the number of Sunway
Shares purchased.
The NTA per Sunway Share will decrease if the purchased Shares are retained as treasury shares
due to the requirement for treasury shares to be carried at cost and be offset against equity,
resulting in a decrease in the NTA by the cost of the treasury shares. If the treasury shares are
resold on Bursa Securities, the NTA per Sunway Share will increase if the Company realises a
gain from the resale, and vice versa. If the treasury shares are distributed as share dividends, the
NTA per Sunway Share will decrease by the cost of the treasury shares.
4.3
EPS
The effect of the Proposed Share Buy-Back on the EPS of the Sunway Group will depend on the
purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to
finance the purchase of Sunway Shares or any loss in interest income to the Company.
Assuming the Sunway Shares purchased are retained as treasury shares and resold, the effects on
the EPS of the Sunway Group will depend on the actual selling price, the number of treasury
shares resold and the effective gain or interest savings arising from the exercise.
If the Sunway Shares so purchased are cancelled, the Proposed Share Buy-Back will increase the
EPS of the Sunway Group provided the income forgone and/or interest expense incurred on the
Sunway Shares purchased is less than the EPS before the Proposed Share Buy-Back.
4.4
Shareholdings of Directors and Substantial Shareholders
Based on the Registers of Directors’ Shareholdings and Substantial Shareholders’ Shareholdings
as at 30 May 2011 and assuming the Proposed Share Buy-Back is implemented in full (i.e. up to
10% of the issued and paid-up share capital) and that the Sunway Shares purchased are from
shareholders other than the existing Directors and substantial shareholders of the Company, the
effect of the Proposed Share Buy-Back on the shareholdings of the existing Directors and
substantial shareholders of the Company by virtue of Section 67A of the Act are set out below:-
29
Before Proposed Share Buy-Back
Direct
Deemed
No. of Shares %
No. of Shares
%
After Proposed Share Buy-Back
Direct
Deemed
No. of Shares %
No. of Shares
%
Director and Substantial Shareholder
Tan Sri Dato' Seri Dr Jeffrey Cheah Fook
Ling, AO
29,845,278
5.10
@240,466,059 41.08
29,845,278
5.43
1,072,700
0.18
-
Dato’ Yau Kok Seng
44,100
0.01
Dato’ Tan Kia Loke
275,000
Kwan Foh Kwai
Wong Chin Mun
@240,466,059 43.79
-
1,072,700
0.19
-
-
-
-
44,100
0.01
-
-
0.05
-
-
275,000
0.05
-
-
710,000
0.12
*410,000
0.07
710,000
0.13
*410,000
0.07
30,000
0.01
-
-
30,000
0.01
-
-
-
-
^50,000
0.01
-
-
^50,000
0.01
45,000
0.01
-
-
45,000
0.01
-
-
-
-
**270,311,337 46.17
-
-
5,000 0.001 ***270,240,337 46.16
5,000
0.001 ***270,240,337 49.21
66,000
0.01 ***270,240,337 49.21
Directors
Dato’ Chew Chee Kin
Datuk Low Seng Kuan
Datuk Abdul Malek Bin Abdul Aziz
Substantial Shareholders
Puan Sri Datin Seri (Dr) Susan Cheah
Seok Cheng
Sarena Cheah Yean Tih
Evan Cheah Yean Shin
Sungei Way Corporation Sdn Bhd
66,000
0.01 ***270,240,337 46.16
240,395,059 41.06
-
**270,311,337 49.23
-
240,395,059
43.78
-
-
Timah Dunia Dredging Sdn Bhd
-
-
# 240,395,059 41.06
-
-
# 240,395,059
43.78
Active Equity Sdn Bhd
-
-
## 240,395,059 41.06
-
-
## 240,395,059
43.78
Notes:
@
Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah Dunia Dredging Sdn
Bhd, Sungei Way Corporation Sdn Bhd and children
#
Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn Bhd
## Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Timah Dunia Dredging Sdn Bhd and Sungei Way
Corporation Sdn Bhd
*
Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through spouse
^
Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through child
** Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn Bhd, spouse and
children
*** Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Timah Dunia Dredging Sdn
Bhd, Sungei Way Corporation Sdn Bhd and parent
4.5 Dividends
The Proposed Share Buy-Back is not expected to have any material effect on the dividend to be
declared by the Company, if any, for the financial year ending 31 December 2011.
30
4.6 Implication relating to the Malaysian Code on Take-Overs and Mergers 2010 (“the Code”)
If the Proposed Share Buy-Back results in the equity interest of any one of the substantial
shareholders and their respective parties acting in concert obtain control in the Company or if
his/their existing shareholdings is between 33% to 50% and increases by more than 2% in any 6
months period, the affected substantial shareholder and parties acting in concert would be obliged
to undertake a mandatory offer for the remainder Sunway Shares not held by the said affected
substantial shareholder and parties acting in concert pursuant to the Code. However, a waiver to
undertake a mandatory offer may be granted by the Securities Commission under the Code,
subject to the affected substantial shareholder and parties acting in concert complying with certain
conditions.
In this respect, the Board will be mindful of the potential implications relating to the Code. In the
event that the obligations relating to the Code are expected to be triggered as a result of the
Proposed Share Buy-Back, which is an action outside its direct participation, the affected
substantial shareholder and parties acting in concert will apply to the Securities Commission for
an exemption from undertaking the mandatory offer under the Code.
5. SHARE PRICES
The monthly highest and lowest prices of Sunway Shares traded on Bursa Securities for the last 12
months from May 2010 to April 2011 are as follows:Month
High
Low
2010
May
June
July
August
September
October
November
December
RM
1.60
1.56
1.62
1.69
1.96
2.04
2.40
2.32
RM
1.30
1.39
1.49
1.57
1.58
1.92
1.97
2.21
2011
January
February
March
April
2.42
2.35
2.34
2.51
2.20
2.10
2.12
2.24
The last transacted price of Sunway Shares on 18 May 2011, being the latest practicable date prior
to the printing of this Circular, was RM2.52.
(Source: Bloomberg)
6. PURCHASES, RESALES OR CANCELLATION MADE IN THE PRECEDING 12 MONTHS
The Company has not purchased, resold or cancelled its Shares in the preceding 12 months.
31
7. APPROVAL REQUIRED
The Proposed Share Buy-Back is conditional upon the approval of the shareholders of Sunway at the
forthcoming AGM.
8. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS
None of the Directors and/or Major Shareholders of Sunway or Persons Connected with them has any
interest, directly or indirectly in the Proposed Share Buy-Back.
9. DIRECTORS’ RECOMMENDATION
The Board is of the opinion that the Proposed Share Buy-Back is in the best interest of the Company. As
such, the Directors recommend that you vote in favour of the ordinary resolution pertaining to the
Proposed Share Buy-Back to be tabled at the forthcoming AGM.
10. AGM
The 33rd AGM, the notice of which is set out in the Company’s Annual Report 2010 and an extract of
which in relation to the Proposed Share Buy-Back is also enclosed in this Circular, will be held at Grand
Caymans, Level 10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, 46150 Petaling Jaya,
Selangor Darul Ehsan on Tuesday, 28 June 2011 at 3.30 p.m. for the purpose of considering and, if
thought fit, passing the resolution to give effect to the Proposed Share Buy-Back pursuant to the agenda of
Special Business as detailed in the Company’s Annual Report 2010.
A Proxy Form for the 33rd AGM is enclosed in the Company’s Annual Report 2010 which you are urged
to complete and deposit at the Registered Office of the Company at Level 16, Menara Sunway, Jalan
Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before
the time set for the 33rd AGM or any adjournment thereof. The lodging of the Proxy Form will not
preclude you from attending and voting in person at the 33rd AGM should you subsequently wish to do so.
11. FURTHER INFORMATION
Shareholders are requested to refer to Appendix I contained in this Circular for further information.
Yours faithfully
For and on behalf of the Board of Directors
SUNWAY HOLDINGS BERHAD
Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, AO
Non-Independent Executive Chairman
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APPENDIX I
FURTHER INFORMATION
1.
DIRECTORS' RESPONSIBILITY
This Circular has been seen and approved by the Directors of Sunway and they individually and
collectively accept full responsibility for the accuracy of the information given in this Circular and
confirm that after having made all reasonable enquiries, and to the best of their knowledge and belief,
there are no material facts, the omission of which would make any statement herein misleading.
2.
MATERIAL CONTRACTS
Save as disclosed below, there are no material contracts (not being contracts entered into in the
ordinary course of business) entered into by Sunway and its subsidiaries within the past 2 years
preceding 30 May 2011 (being the latest practicable date prior to the printing of this Circular):(i)
(ii)
Joint Venture Agreement dated 19 January 2011 (“Tampines JVA”) between Hoi Hup
Realty Pte Ltd (“Hoi Hup Realty”), Sunway Developments Pte Ltd (“Sunway
Developments”), a wholly-owned subsidiary of Sunway Construction Sdn Bhd (“SunCon”)
which in turn is a wholly-owned subsidiary of Sunway and S C Wong Holdings Pte Ltd (“S
C Wong”) for the purpose of forming a joint venture company called Hoi Hup Sunway
Tampines Pte Ltd (“Tampines JV Co”) to enter into agreements with the Housing and
Development Board of Singapore (“HDB Singapore”) in relation to a 99 years leasehold
condominium housing development project on Land Parcel Tampines E9 at Tampines
Avenue 8, Singapore (“Tampines Project”) and to record their respective rights and
obligations in connection with the preparation of the joint tender bid and the execution and
performance of the Tampines Project after the acceptance of the bid. The Tampines JVA was
entered into between the parties following the acceptance by HDB Singapore of the tender
bid jointly prepared and submitted by the parties to HDB Singapore for the Tampines
Project. The shareholdings of Hoi Hup Realty, Sunway Developments and S C Wong in the
Tampines JV Co are 51%, 30% and 19% respectively.
Sale of Business Agreement dated 18 January 2011 between Sunway and Sunway Berhad
(formerly known as Alpha Sunrise Sdn Bhd) (“Sunway Berhad”) for the proposed disposal
of the entire business and undertaking including all the assets and liabilities of Sunway to
Sunway Berhad at an aggregate purchase consideration (“Consideration”):(a)
equivalent to RM2.60 per Share (less treasury shares, if any) multiplied by the total
outstanding Shares at a date to be determined later;
(b)
equivalent to the Black-Scholes valuation based on RM2.60 per Share and calculated
by applying all the relevant variables as at 22 November 2010 for the Options issued
under Sunway’s Employees’ Share Option Scheme (“ESOS Options”), multiplied by
the total outstanding number of ESOS Options issued at a date to be determined later
(for every issue of the ESOS Options, grouped by their respective conversion prices).
The Black-Scholes values for the ESOS Options range from RM0.98 to RM1.67 per
ESOS Option (subject to the respective conversion prices of the ESOS Options); and
(c)
equivalent to the Black-Scholes valuation based on RM2.60 per Share and calculated
by applying all the relevant variables as at 22 November 2010, being RM1.50 per
Warrant, multiplied by the total outstanding number of Warrants in issue at a date to
be determined later.
33
The Consideration shall be satisfied by:(a)
(b)
(c)
the issuance to Sunway or its nominee(s) of an equivalent value in ordinary shares of
Sunway Berhad (“Sunway Shares”) at RM2.80 per share, representing 80% of the
Consideration;
payment to Sunway in cash, representing 20% of the Consideration; and
the issuance to Sunway or its nominee(s) of new warrants in Sunway Berhad to be
issued for free by Sunway Berhad on completion, on the basis of 1 warrant for every 5
Sunway Shares.
(iii)
Trust Deed dated 26 October 2010 between Sunway, as the Issuer and CIMB Trustee Berhad
as the Trustee, in relation to the issuance of Commercial Papers (“CP”) and/or Medium
Term Notes (“MTN”) under a CP/MTN Programme of up to RM500.0 million in nominal
value.
(iv)
Joint Venture Agreement dated 30 September 2010 (“Yishun JVA”) between Hoi Hup
Realty, Sunway Developments and Hoi Hup J.V. Development Pte Ltd (“Hoi Hup JV”) for
the purpose of forming a joint venture company called Hoi Hup Sunway Miltonia Pte Ltd
(“Yishun JV Co”) to enter into agreements with HDB Singapore in relation to a 99 years
leasehold condominium housing development project on the Land Parcel Yishun S5b at
Miltonia Close, Singapore (“Yishun Project”) and record their respective rights and
obligations in connection with the preparation of the joint tender bid and the execution and
performance of the Yishun Project after the acceptance of the bid. The Yishun JVA was
entered into between the parties following the acceptance by HDB Singapore of the tender
bid jointly prepared and submitted by the parties to HDB Singapore for the Yishun Project.
The shareholdings of Hoi Hup Realty, Sunway Developments and Hoi Hup JV in the Yishun
JV Co are 60%, 30% and 10% respectively.
(v)
Joint Venture Agreement dated 24 September 2010 between SunwayMas Sdn Bhd
(“SunwayMas”), a wholly-owned subsidiary of Sunway and Dasa Tourist Complex
(Private) Limited (“Dasa Tourist”) to undertake a mixed development comprising at least
318,000 sq ft of net saleable areas of residential units and 60,000 sq ft of net saleable areas of
commercial units in Colombo city in the Democratic Socialist Republic of Sri Lanka
(“Proposed Development”) via a joint venture company (“Sri Lanka JV Co”). The
shareholdings of SunwayMas and Dasa Tourist in the Sri Lanka JV Co are 65% and 35%
respectively. The Proposed Development is located on a plot of prime freehold land in the
premium mixed-use zone of Bambalapitiya in District Colombo 4. The estimated gross
development value of the Proposed Development is approximately USD80 million
(equivalent to approximately RM250 million).
(vi)
Sunway Developments had on 7 December 2009 subscribed for 300,000 ordinary shares of
SGD1 each, representing 30% of the total issued and paid-up share capital of Hoi Hup
Sunway Property Pte Ltd (“HHSP”) for a total consideration of SGD300,000 (equivalent to
approximately RM732,000.00).
HHSP had entered into a Sale and Purchase Agreement with Lee Tat Development Pte Ltd
on 25 September 2009 to acquire a parcel of freehold land measuring 19,264.70 sq metres
situated at Lot 1606C MK 28 and Lot 5898K MK 28, Jalan Senang, Singapore for a total
consideration of SGD158 million (equivalent to approximately RM385.52 million).
Together with the execution of the subscription of shares in HHSP, Sunway Developments
had on 22 December 2009, entered into a Joint Venture Agreement with Hoi Hup Realty on
the setting up of HHSP and to regulate their relationship as shareholders of HHSP. The
shareholdings of Sunway Developments and Hoi Hup Realty in HHSP are 30% and 70%
respectively.
34
(vii)
3.
Share Sale and Purchase Agreement dated 9 June 2009 between Sunway Holdings (Vietnam)
Sdn Bhd (“SVSB”) and Sunway Property (China) Limited (“Sunway Property”), both of
which are subsidiaries of Sunway, and SunCity Vietnam Sdn Bhd, a wholly-owned
subsidiary of SunCity for the disposal by SVSB and Sunway Property of the entire issued
and paid-up share capital of Hochimex Nominee Company Limited and its wholly-owned
subsidiary, Sunway Hotel Hanoi Liability Limited Company with One Member for a total
cash consideration of USD17 million (equivalent to approximately RM59.33 million). The
Share Sale and Purchase Agreement was completed on 29 June 2010.
MATERIAL LITIGATION
Save as disclosed below, neither Sunway nor any of its subsidiaries is engaged in any material
litigation, claims or arbitration, either as plaintiff or defendant, and the Directors of Sunway do not
have any knowledge of any proceedings, pending or threatened, against Sunway and/or its
subsidiaries or of any facts likely to give rise to any proceedings which may materially affect the
financial position or business of Sunway and/or its subsidiaries:(i)
A suit was filed by Affin Bank Berhad (“Affin”) against, inter alia, Yap Yee Ping and Ng
Kam Hung (“Plaintiffs”) for payment of an amount of RM27.7 million and/or any other
amount to Affin. The Plaintiffs are seeking, inter alia, certain declarations and also an order
that SunwayMas, a wholly-owned subsidiary of Sunway, indemnifies the Plaintiffs for all
claims brought against them by Affin in relation to a tripartite agreement executed amongst
Cindai Unggul Sdn Bhd (“Employer”), SunwayMas and BSN Commercial Bank Bhd (now
vested in Affin) on 2 May 2000. SunwayMas was appointed as a Project Manager to revive,
manage and coordinate the development and construction of the Employer on a piece of land
in the Mukim of Pulai, District of Johor Bahru, Johor. Arising from this suit, the Plaintiffs
have filed a counterclaim action against Affin and SunwayMas as the second defendant on 9
May 2008. Thereafter, the Plaintiffs have served a Statement of Defence and Counterclaim
(“Counterclaim”) on SunwayMas.
SunwayMas intends to defend this Counterclaim and at the advice of their solicitors, an
order to strike out the case has been submitted, followed by a statement of defence on 4
December 2008. The hearing for case management which was fixed on 27 July 2009, was
adjourned to 30 September 2009. On the said date, the hearing for case management was
fixed on 4 February 2010 and it has been struck out with costs. The Employer filed an appeal
against the decision on 2 March 2010. The hearing date for the appeal is yet to be fixed by
the Court.
SunwayMas’ solicitors are of the opinion that the chances of success of the Plaintiffs’ claim
against SunwayMas are negligible.
(ii)
On 4 September 2008, the solicitors of SunCon had been served with a Statement of Claim
(“Statement of Claim”) by Shristi Infrastructure Development Corporation Ltd
(“Claimant”). The Statement of Claim was received by SunCon’s office in Malaysia on 8
September 2008.
Pursuant to an agreement signed between SunCon and the National Highway Authority of
India for the rehabilitation and upgrading of NH-25 to a 4-lane configuration in the state of
Uttar Pradesh being a part of the East-West Corridor Project, SunCon had entered into a
work order with the Claimant for the upgrading and rehabilitation of the stretch of NH-25
from 143.6 km to 170.0 km, of which the Claimant has provided 2 bank guarantees (“Bank
Guarantees”) to SunCon.
35
The Claimant has failed to carry out its obligations under the work order and SunCon has
terminated the work order and cashed the Bank Guarantees. The Claimant had filed an
application in the Supreme Court of India for the appointment of an arbitrator to arbitrate
upon the disputes between the parties. The Supreme Court had appointed a sole arbitrator
and 2 preliminary sittings have been held to date. The Claimant then filed its Statement of
Claim on 4 September 2008.
The Statement of Claim was raised in respect of various claims (including claiming the
refund of the amount cashed on the Bank Guarantees) and the total amount claimed is
Rs891.5 million (approximately equivalent to RM70 million).
At the hearing on 2 February 2009, the arbitrator recorded SunCon’s filing of the Statement
of Defence and Counterclaim. In the counterclaim, SunCon is seeking for Rs78,13,94,628.61
(approximately equivalent to RM60 million) for inter alia, additional costs incurred by
SunCon to complete the works, recovery of mobilisation advance and interest charges, loss
of reputation and loss of profits.
On 5 January 2011, the Claimant did not produce its Witness Statement and has been
directed to file it by 7 February 2011. The hearing was then adjourned to 11 March 2011 for
compliance and finalising the bundles, etc. The cross examination dates were 28 and 29
March 2011, to be followed on 11 and 12 April 2011. The Claimant has to submit a
statement of its assets as at 31 December 2010 supported by an affidavit before the next date
of the hearing.
On 28 March 2011, the arbitrator had directed the following:(a)
(b)
(c)
Admission or denial by the Claimant or SunCon of each other’s documents to be
completed by 4 April 2011.
Further documents to be filed by both parties by 12 April 2011.
List of witnesses and Supplemental Affidavit to be filed by the Claimant by 12 April
2011 and the Claimant’s witness to be present on 12 April 2011.
On the 12 April 2011 hearing, both sides were allowed to file further documents, if any,
within the next 3 weeks, as the final submission. The next hearing date was 16 May 2011 for
noting compliance of directions and thereafter, cross-examination of their first witness will
be on 1 and 2 July 2011.
4.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal office hours on
Mondays to Fridays (except public holidays) at the Registered Office of Sunway at Level 16, Menara
Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan from the
date of this Circular up to the date of AGM:(a)
the Memorandum and Articles of Association of Sunway;
(b)
the audited financial statements of Sunway for the past 2 financial period and year ended 31
December 2009 and 31 December 2010 respectively, and the unaudited quarterly results for
the quarter ended 31 March 2011;
(c)
the material contracts referred to in paragraph 2 above; and
(d)
the relevant cause papers in respect of material litigation referred to in paragraph 3 above.
36
SUNWAY HOLDINGS BERHAD
(Company No. 37465-A)
(Incorporated in Malaysia)
EXTRACT OF THE NOTICE OF 33RD ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 33rd Annual General Meeting of SUNWAY HOLDINGS
BERHAD (37465-A) will be held at Grand Caymans, Level 10, Sunway Resort Hotel & Spa, Persiaran
Lagoon, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 28 June 2011 at 3.30 p.m.
for the following purposes:-
AS SPECIAL BUSINESS
7.
ORDINARY RESOLUTION:
Proposed 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 recurrent
related party transactions from time to time, which are necessary for the day-to-day operations as set
out in Section 2D of the Circular to Shareholders dated 6 June 2011 which are of a revenue or trading
nature and carried out 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 are not detrimental to the minority
shareholders of the Company, subject to the compliance with the Listing Requirements of Bursa
Malaysia Securities Berhad, Companies Act, 1965 (“the Act”), the Company’s Memorandum and
Articles of Association and all other applicable laws, guidelines, rules and regulations.
THAT such authority shall commence upon the passing of this resolution and shall continue to be in
force until:(a)
the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time the
mandate will lapse, unless by a resolution passed at the next AGM, the mandate is renewed; or
(b)
the expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
(c)
revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier.
THAT authority be and is hereby given to the Directors of the Company to complete and do all such
acts and things (including executing such documents as may be required) to give effect to the
transactions contemplated and/or authorised by this Ordinary Resolution.”
(Ordinary Resolution 8)
37
8.
ORDINARY RESOLUTION:
Proposed Authority for the Purchase of Own Shares by the Company
“THAT subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders made pursuant to
the Act, provisions of the Company’s Memorandum and Articles of Association, the Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant
authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of
RM1.00 each in the Company as may be determined by the Directors of the Company from time to time
through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in
the interest of the Company PROVIDED THAT:(a)
the aggregate number of ordinary shares of RM1.00 each in the Company (“Sunway Shares”)
which may be purchased and/or held by the Company shall not exceed 10% of the issued and
paid-up share capital of the Company at any point of time, subject to a restriction that the issued
and paid-up share capital of the Company does not fall below the applicable minimum share
capital requirements of the Listing Requirements of Bursa Securities;
(b)
the maximum funds to be allocated by the Company for the purpose of purchasing the Sunway
Shares shall not exceed the Company’s audited retained profits and/or share premium account
at any point of time;
(c)
the authority conferred by this resolution will commence immediately upon passing of this
Ordinary Resolution and will continue to be in force until:(i)
the conclusion of the next Annual General Meeting (“AGM”) at which time it shall lapse
unless by Ordinary Resolution passed at the meeting, the authority is renewed, either
unconditionally or subject to conditions; or
(ii)
the expiration of the period within which the next AGM after that date is required by law
to be held; or
(iii) revoked or varied by Ordinary Resolution passed by the shareholders of the Company in
a general meeting,
whichever occurs first; and
(d)
upon completion of the purchase(s) of the Sunway Shares by the Company, the Directors of the
Company be and are hereby authorised to cancel the Sunway Shares so purchased or to retain
the Sunway Shares so purchased as treasury shares (of which may be distributed as dividends
to shareholders and/or resold on Bursa Securities and/or subsequently cancelled), or to retain
part of the Sunway Shares so purchased as treasury shares and cancel the remainder and in any
other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act,
the Listing Requirements of Bursa Securities and any other relevant authorities for the time
being in force.
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are
necessary or expedient to implement, finalise or to effect the purchase(s) of the Sunway Shares with full
powers to assent to any conditions, modifications, variations and/or amendments as may be required or
imposed by the relevant authorities and to do all such acts and things (including executing all
documents) as the Directors may deem fit and expedient in the best interest of the Company.”
(Ordinary Resolution 9)
38
By Order of the Board
PUAN SRI DATIN SERI (DR) SUSAN CHEAH SEOK CHENG (MIA 5601)
TAN KIM AUN (MAICSA 7002988)
LEE SUAN CHOO (MAICSA 7017562)
Company Secretaries
Petaling Jaya
6 June 2011
NOTES:
1. A member of the Company entitled to attend and vote, is entitled to appoint a proxy or proxies to attend and vote in
his stead. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly
authorised in writing, or if the appointer is a corporation, either under the corporation’s seal, or under the hand of
an officer or attorney duly authorised.
3. If a member appoints 2 proxies, the appointment will be invalid unless he states the percentage of his shareholding
to be represented by each proxy.
4. Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act
1991, it may appoint at least 1 proxy but not more than 2 proxies in respect of each Securities Account it holds with
ordinary shares of the Company standing to the credit of the said Securities Account.
5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 16, Menara
Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than
48 hours before the time appointed for holding the meeting or any adjournment thereof, either by hand, post,
electronic mail or fax to 03-5639 9507. In the case where the member is a corporation and the proxy form is
delivered by fax or electronic mail, the original form shall also be deposited at the Registered Office, either by hand
or post not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
EXPLANATORY NOTES ON SPECIAL BUSINESS:
2. Ordinary Resolution 8 - Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of
a Revenue or Trading Nature
The details on the proposed shareholders’ mandate for recurrent related party transactions of a revenue or
trading nature are set out in the Circular to Shareholders dated 6 June 2011.
3. Ordinary Resolution 9 - Proposed Authority for the Purchase of Own Shares by the Company
The details on the proposed authority for the purchase of own shares by the Company are set out in the
Circular to Shareholders dated 6 June 2011.
39