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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
1. The existing Article 1 of the Articles of Association of the Company be amended in the
following manner:-
(i) A new definition which reads:
“Approved Market Place shall mean a stock exchange which is specified to
be an approved market place in the Securities Industry (Central Depositories)
Exemption (No. 2) Order, 1998.”
be inserted after the definition of the term “These Articles”.
(ii) The existing definition of the term “Central Depositories Act” be amended by
inserting the words “or any statutory modification, amendment or re-
enactment thereof for the time being in force” after the words “The Securities
Industry (Central Depositories) Act 1991” and the amended definition should read
as follows:
“The Securities Industry (Central Depositories) Act 1991 or any statutory
modification, amendment or re-enactment thereof for the time being in
force.”
(iii) The existing definition of the term “Member/Members” be deleted in its entirety:
“Any person/persons for the time being holding shares in the Company and whose
names appear in the Register of Members (except the Malaysian Central Depository
Nominees Sdn Bhd) and subject to the provisions of the Foreign Ownership
Regulations depositors whose names appear on the Record of Depositors.”
and substituting the same which reads:
“Unless otherwise expressed to the contrary, includes a depositor who shall
be treated as if he was a member pursuant to Section 35 of the Securities
Industry (Central Depositories) Act but excludes the Central Depository in
its capacity as a bare trustee member.”
(iv) The existing definition of the term “Rules” be amended by inserting the words “or
any statutory modification, amendment or re-enactment thereof for the time
being in force” after the words “The Rules of the Central Depository” and the
amended definition should read as follows:
“The Rules of the Central Depository or any statutory modification, amendment
or re-enactment thereof for the time being in force.”
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(v) A new definition which reads:
“Securities shall mean any debenture, note, stock and share in the Company
and includes any right or option in respect thereof and any interest as defined
in Section 84 of the Act and any interest in a unit trust scheme.”
be inserted after the definition of the term “Rights and Obligations”.
(vi) The existing definition of the term “Securities Account” be amended in the
following manner:
(a) by deleting the words “or withdrawal” after the words “recording of
deposit”; and
(b) by inserting the words “as permitted under the Central Depositories
Act” after the words “An account established …………………securities
by the depositor.”
and the amended definition should read as follows:
“An account established by a central depository for a depositor for the recording of
deposit or withdrawal of securities and for dealing in such securities by the
depositor as permitted under the Central Depositories Act.”
2. The existing Article 3 be amended in the following manner:
(a) by inserting the words “in good faith and in the best interests of the Company,
the Company’s own shares through The Exchange on which the shares are
quoted provided always that the Company is solvent, at the date of purchase
of the Company’s shares” after the words “shares” in line 2; and
(b) by deleting the words “and/or may, from time to time, give financial
assistance, by means of the making of a loan, giving of a guarantee, the
provision of security, to any person or persons for the purpose of purchasing
the Company’s own shares on such date(s), terms and manner as may be
determined by the Directors” in lines 3 to 6.
and the amended article shall read as follows:
“Subject to and in accordance with the Act and the requirements of the Exchange and any other authority,
the Company may, from time to time, purchase its own shares in good faith and in the best
interests of the Company, the Company’s own shares through The Exchange on
which the shares are quoted provided always that the Company is solvent, at the date
of purchase of the Company’s shares and/or may, from time to time, give financial assistance, by
means of the making of a loan, the giving of a guarantee, the provision of security, to any person or persons for
the purpose of purchasing the Company’s own shares on such date(s), terms and manner as may be
determined by the Directors.”
3. A new Article 7A which read as follows:
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“New issue of Securities
All new issues of securities for which listing is sought are made by way of crediting
the securities accounts of the allottees with such securities save and except where it
is specifically exempted from compliance with Section 38 of the Securities Industry
(Central Depositories) Act, 1991, in which event it shall so similarly be exempted
from compliance with this requirement. For this purpose, the Company must notify
the Central Depository of the names of the allottees and all such particulars required
by the Central Depository, to enable the Central Depository to make the appropriate
entries in the securities accounts of such allottees. The Company must allot
securities and despatch notices of allotment to the allottees, within 20 market days of
the final applications closing date for an issue of securities or such other period as
may be prescribed by the Exchange.”
be inserted immediately after the existing Article 7.
4. The existing Article 11(a) which read as follows be deleted in its entirety.
“Subject to the provisions of the Act, Central Depositories Act and the Rules, every person whose name is
entered as a Member in the Register of Members shall be entitled within ten (10) Market Days of lodgement
of transfer, one certificate for all his shares of any one class or to several certificates in reasonable
denominations each for a part of the shares so allotted or transferred. Where a member transfer part only of
the shares comprised in a certificate or where a Member requires the Company to cancell any certificate or
certificates and issue new certificate for the purpose of subdividing his holding in a different manner the old
certificate or certificates shall be cancelled and where a change is made for certificates, such change shall not
exceed $3/- or such sum as shall from time to time be fixed by the Exchange.”
5. The existing Article 11(b) which read as follows be deleted in its entirety.
“Subject to the provisions of the Central Depositories Act and the Rules an allotment of shares in the
Company pursuant to a rights issue, bonus issue or an offer by the Company for the purchase of shares in the
Company, a Member of the Company, shall upon compliance with all the conditions of such issue or offer, as
the case may be, be entitled to receive within ten (10) market days after allotment up to a maximum of ten
(10) share certificates for such shares in reasonable denomination without charge.”
6. The existing Article 12 which read as follows be deleted in its entirety.
“Subject to the provisions of the Act, to these Articles and the Rules, if any share certificate shall be defaced,
worn out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity
(if required) being given by the shareholder, transferee, person entitled, purchaser member company of the
Exchange or on behalf of its/their client/s as the Directors of the Company shall require, and (in case of
defacement or wearing out) on delivery of the old certificate and in any case on payment of such sum not
exceeding Ringgit Three (RM3.00) or such sum as shall from time to time be permitted by the Exchange. In
the case of destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given
shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company
of the evidence of such destruction or loss.”
7. The existing Article 29 be amended by inserting the words “Subject to the Central
Depositories Act and the Rules,” before the words “The Company may ……………” in
line 1 and the amended article should read as follows:
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“Subject to the Central Depositories Act and the Rules, the Company may sell in such manner
as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a
sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after
a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for the time being of the share, or the
person entitled thereto by reason of his death or bankruptcy.”
8. The existing Article 30 be amended by inserting the words “subject to the Central
Depository Act and the Rules.” after the words “purchaser of shares” in line 2 and the
amended article shall read as follows:
“To give effect to any such sale, the Directors may authorise a person to transfer the shares sold to the
purchaser of the shares subject to the Central Depository Act and the Rules. The purchaser
shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see
to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.”
9. The existing heading “TRANSFER OF SHARES” be amended to “TRANSFER OF
SECURITIES”.
10. A new article which read as follows:
“The transfer of any securities or class of securities of the Company, shall be by way
of book entry by the Central Depository in accordance with the Rules and,
notwithstanding Sections 103 and 104 of the Act, but subject to Section 107C(2) of the
Act and any exemption that may be made from compliance with Section 107C(1) of
the Act, the Company shall be precluded from registering and effecting ant transfer
of securities.”
be inserted immediately after the amended heading “TRANSFER OF SECURITIES”.
11. The existing Articles 34 which read as follows be deleted in its entirety.
“Subject to restrictions of these Articles and the Rules with respect to the transfer of Deposited Security, any
Member may transfer all or any of his shares but every transfer must be in writing and in such form as the
Directors and the Exchange may approve.”
12. The existing Article 35 which read as follows be deleted in its entirety.
“Unless otherwise required by the Rules, the instrument of transfer of a share lodged with the Company shall
be signed both by the transferor and the transferee, save that the Directors may determine on terms if necessary
that such signature may also be affixed by some method or system of mechanical signatures. The instrument of
transfer shall in any one instance relate only to one class of shares and the transferor shall be deemed to
remain the holder of the share until the name of the transferee is entered in the Register of Members in respect
thereof.”
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13. The existing Article 36 which read as follows be deleted in its entirety.
The Directors may decline to recognise any instrument of transfer unless:-
(a) such fee per instrument of transfer not exceeding Ringgit Malaysia Three (RM3.00) or such other
sum as may from time to time be permitted by the Exchange and as the Directors may from time to
time require, is paid to the Company in respect thereof;
(b) the amount of the proper duty with which each certificate to be issued in consequence of the
registration of such transfer is chargeable under any law for the time being in force relating to stamp
duty is paid;
(c) the instrument of transfer together with the certificate is deposited at the Office or at such other place
(if any) as the Directors may appoint and such other evidence as the Directors may reasonably
require to show the rights of the transferor to make the transfer and if the instrument of transfer is
executed by some other person on his behalf, the authority of the person so to do; and
14. The existing Article 40 which read as follows be deleted in its entirety.
“Neither the Company nor its Directors nor any of its officers shall incur any liability for registering or acting
upon a transfer of shares apparently made by sufficient parties, although the same may, by reason of any
fraud or other cause not known to the Company or its Directors or other officers, be legally inoperative or
insufficient to pass the property in the shares proposed or professed to be transferred and although the transfer
may, as between the transferor and transferee, be liable to be set aside and notwithstanding that the Company
may have notice that such instrument of transfer was signed or executed and delivered by the transferor in
blank as to the name of the transferee or the particulars of the shares transferred or otherwise in defective
manner. And in every such case, the person registered as transferee, his executors, administrators and
assignees alone shall be entitled to be recognised as the holder of such shares and the previous holder shall, so
far as the Company is concerned, be deemed to have transferred his whole title thereto.”
15. The existing heading “TRANSMISSION OF SHARES” be amended as
“TRANSMISSION OF SECURITIES”.
16. The existing Article 41 be amended in the following manner:
(a) by deleting the words “the survivor or survivors where the deceased was a joint
holder, and” after the word “Member,” in line 1;
(b) by deleting the words “where he was a sole holder,” and substituting with the
word “Member” after the word “deceased” in lines 2 and 3;
(c) by substituting for the word “securities” wherever it appears the word “shares”;
(d) by deleting the words “holder (whether sole or joint)” and substituting with the
word “Member” after the word “deceased” in line 5; and
(e) by deleting the words “alone or jointly with some other person” after the word
“him” in line 6.
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and the amended article shall read as follows:
“In the case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the
legal personal representative of the deceased where he was a sole holder Member, shall be the only persons
recognised by the Company as having any title to his interest in the shares securities; but nothing herein
contained shall release the estate of a deceased holder (whether sole or joint) Member from any liability in
respect of any shares securities which had been held by him alone or jointly with some other person.”
17. The existing Article 42 be amended in the following manner:
(a) by substituting for the word “security” wherever it appears the word “share”;
(b) by substituting for the word “Central Depository and the Rules” wherever it
appears the word “Directors”.
and the amended article shall read as follows:
“Any person becoming entitled to a share security in consequence of the death or bankruptcy of a Member
may, upon such evidence being produced, as may from time to time properly be required by the Directors
Central Depository and the Rules and subject as hereinafter provided, elect either to be registered
himself as holder of the share security or to have some person nominated by him registered as the transferee
thereof, but the Directors Central Depository and the Rules shall in accordance with the provisions
of written law and these Articles, in either case have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by that Member before his death or bankruptcy
PROVIDED always that where the share is a deposited security, subject to the provisions of any written law
and these Articles, a transfer or withdrawal of the share may be carried out by the person becoming so
entitled.”
18. The existing Article 43 be amended in the following manner:
(a) by adding the words “and Central Depository” after the word “Company” in line
2; and
(b) by substituting for the word “security(s)” wherever it appears the word “share(s)”.
and the amended article shall read as follows:
“Subject to any other provisions of these Articles, if the person so becoming entitled elects to be registered
himself, he shall deliver or send to the Company and Central Depository, a notice in writing signed by
him stating that he so elects provided that where the share is a deposited security and the person becoming
entitled elects to have the share transferred to him the aforesaid notice must be served by him on the Central
Depository. If he elects to have another person registered, he shall testify his election by executing to that
person a transfer of the share security. All the limitations, restrictions and provisions of these Articles
relating to the right to transfer and the registration of transfers of shares securities shall be applicable to
any such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the
notice or transfer were signed by that Member.”
19. The existing Article 44 be amended in the following manner:
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(a) by substituting for the word “security” wherever it appears the word “share”; and
(b) by deleting the words “; and where two or ………… holders of the share” in
lines 7 to 10.
and the amended article shall read as follows:
“Subject to the provisions of any written law and these Articles, where the registered holder of any share
security dies or becomes bankrupt, his personal representative or the assignee of his estate as the case may
be, shall, upon the production of such evidence as may from time to time be properly required by the Directors
in that behalf, be entitled to the same dividends and other advantages and to the same rights (whether in
relation to meetings of the Company or to voting or otherwise) as the registered holder would have been entitled
to if he had not died or become bankrupt; and where two or more persons are jointly entitled to any share in
consequence of the death or bankruptcy of the registered holder, they shall, for the purposes of these Articles,
be deemed to be joint holders of the share. In the event that the person entitled to a Deposited Security by
transmission or a nominee of such person is a Foreigner, neither such person nor his nominee shall be entitled
to exercise in any manner whatsoever any voting rights whatsoever in respect of the aforesaid shareholdings in
any general meetings of the Company where such shareholdings raises the beneficial ownership of the Company
by Foreigners beyond the Prescribed Limit.”
20. A new heading “TRANSMISSION OF SECURITIES FROM FOREIGN
REGISTER” be inserted immediately after the existing Article 45.
A new article which read as follows:
“Where:
(a) the securities of the Company are listed on an Approved Market Place; and
(b) the Company is exempted from compliance with Section 14 of the Central
Depository Act or Section 29 of the Securities Industry (Central Depositories)
(Amendment) Act, 1998 as the case may be, under the Rules of the Central
Depository in respect of such securities.
The Company shall, upon request of a securities holder, permit a transmission of
securities held by such securities holder from the register of holders maintained by
the registrar of the Company in the jurisdiction of the Approved Market Place
(hereinafter referred to as “the Foreign Register”), to the register of holders
maintained by the registrar of the Company in Malaysia (hereinafter referred to as
“the Malaysian Register” subject to the following conditions:
(i) there shall be no change in the ownership of such securities; and
(ii) the transmission shall be executed by causing such securities to be credited
directly into the securities account of such securities holder.
For the avoidance of doubt, no Company which fulfils the requirements of
paragraphs (a) and (b) of Clause 3.39A(1) of the Second Board Listing Requirements
shall allow any transmission of securities from the Malaysian Register into the
Foreign Register.”
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Be inserted immediately after the existing Article 45 under the heading “TRANSMISSION
OF SECURITIES FROM FOREIGN REGISTER”.
21. The existing Article 58 be amended by adding the words “(which period shall include not
less than ten (10) Market Days)” wherever it appears after the words “at least fourteen (14)
days” and the amended article shall read as follows:
“The notices convening meetings shall specify the place, day and the hour of the meeting, and shall be given to
all Members at least fourteen (14) days (which period shall include not less than ten (10)
Market Days) before the meeting. Any notice of a meeting called to consider special business shall be
accompanied by a statement regarding the effect of any proposed resolution in respect of such special business
and shall be given in the manner hereinafter mentioned to such persons as are under the provisions of these
Articles entitled to receive notice of general meetings from the Company provided always that any Foreigner
who is not entitle to vote pursuant to the provisions of these Articles may receive notice of every meeting unless
the Directors in their absolute discretion determine otherwise. At least fourteen (14) days (which period
shall include not less than ten (10) Market Days) notices of every such meeting shall be given by
advertisement in the daily press and in writing to the Exchange.”
22. The existing Article 60(b) be amended in the following manner:
(a) by deleting the words “at least three (3) Market Days” in line 3 and substituting with
the words “as accordance with the Rules”;
(b) by deleting the words “and not including” in lines 3 to 4; and
(c) by deleting the words “The general meeting …………… at such meetings” in lines
5 to 8 and substituting with the words “Subject to the Securities Industry
(Central Depositories) (Foreign Ownership) Regulations, 1996 (where
applicable) and notwithstanding any provision in the Act, a depositor shall be
regarded as a member entitled to attend any general meeting and to speak
and vote thereat unless his name appears in the General Meeting Record of
Depositors.”
and the amended article shall read as follows:
“The Company shall inform the Central Depository of the dates of general meetings and shall in written
request made in duplicate in the prescribed form, request the Central Depository at least three (3) Markets
Days as accordance with the Rules prior to and not including the date of the general meetings, to
prepare the Record of Depositors. The general meeting Record of Depositors subject to the provisions of the
written law and these Articles hereof shall be the final record of all depositors who shall be deemed to be
registered holders of ordinary shares of the Company eligible to be present and vote at such meetings. Subject
to the Securities Industry (Central Depositories) (Foreign Ownership) Regulations,
1996 (where applicable) and notwithstanding any provision in the Act, a depositor
shall not be regarded as a member entitled to attend any general meeting and to
speak and vote thereat unless his name appears in the General Meeting Record of
Depositors.”
23. The existing Article 72 which read as follows be deleted in its entirety.
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“In the case of joint holders of shares, any one of such persons may vote, but if more than one of such persons
be present at a meeting, the person whose name stands first on the Register shall alone be entitled to vote.”
24. The existing Article 130 which read as follows be deleted in its entirety.
“Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same
as joint tenants with benefits of survivorship subject to the following provisions: -
(a) The Company shall not be bound to register more than three (3) persons as the holders of any share
except in the case of executors or trustees of a deceased shareholder.
(b) The joint holders of a share shall be liable severally as well as jointly in respect of all calls and other
payments which ought to be made in respect of such share.
(c) On the death of any one of such joint holders the survivor or survivors shall be the only person or
persons recognised by the Company as having any title to such share but the Directors may require
such evidence of death as they may deem fit.
(d) Any one of the joint holders may give effectual receipts for any dividend and payment on account of
dividend, bonus, return of capital and other money payable in respect of such share.
(e) Only the person whose name stands first in the register as one of the joint holders of any share shall
be entitled to delivery of the certificate relating to such share or to receive notices from the Company
and any notice given to such person shall be deemed notice to all the joint holders.”
and substituting the same which reads:
“Subject to the Rules, not more than one (1) person can be entered as the holder of a
security in the Record of Depositors.”
25. The existing Article 137 be amended in the following manner:
(a) by substituting the word “holder” with “Member” after the word the in line 3;
(b) by deleting the words “or, in the case ………… may in writing direct.” after the
word “holder” in lines 3 to 5; and
(c) by deleting the words “Any one or ………… them as joint holders.” after the
word “sent.” in lines 6 to 8.
and the amended article shall read as follows:
“Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder Member or, in the case of joint holders,
to the registered address of that one of the joint holders who is first named on the Register or to such person
and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent. Any one or two or more joint holders may give
effectual receipts for any dividends, bonuses or other money payable in respect of the shares held by them as
joint holders.”
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26. The existing Article 140 be amended by deleting the words “A share premium ……………
bonus shares” in lines 12 to 15 and substituting the same with the words “A share premium
account may, for the purposes of this Article, be applied only in paying up of
unissued shares to be issued to members of the Company as fully paid bonus shares
and to provide the consideration for the purchase of the shares of the Company. A
capital redemption reserve may, for the purposes of this Article, be applied only in
paying up of unissued shares to be issued to members of the Company as fully paid
bonus shares.”
and the amended article shall read as follows:
“The Company in general meeting may upon the recommendation of the Directors, resolve that it is desirable
to capitalise any part of the money for the time being standing to the credit of any of the Company’s reserve
accounts or to the credit of the profit and loss account or otherwise available for distribution and accordingly
that such sum be set free for distribution amongst the Members who would have been entitled thereto if
distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but
applied either in or towards paying up any amounts for the time being unpaid on any shares held by such
Members respectively or paying up in full unissued shares or debentures of the Company to be allotted and
distributed, credited as fully paid up to and amongst such Members in the one way and partly in the other,
and the Directors shall give effect to such resolution. A share premium account and a capital redemption
reserve may, for the purposes of this regulation, be applied only in paying up of unissued shares to be issued to
Members of the Company as fully paid bonus shares. A share premium account may, for the
purposes of this Article, be applied only in paying up of unissued shares to be issued
to members of the Company as fully paid bonus shares and to provide the
consideration for the purchase of the shares of the Company. A capital redemption
reserve may, for the purposes of this Article, be applied only in paying up of unissued
shares to be issued to members of the Company as fully paid bonus shares.”
27. The existing Article 141 be amended by deleting the words “by issue of fractional
certificates” in line 5 and substituting the same with the word “shares” and the amended
article shall read as follows:
“Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations
and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of
fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto,
with full power of the Directors to make such provision by the issue of fractional certificates shares or by
payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in
fractions and also to authorise any person to enter on behalf of all the Members entitled thereto into an
agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any
further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may
require) for the payment up by the Company on their behalf, by the application thereto of their proportions of
the profits resolved to be capitalised of the amounts or any part of the amounts remaining unpaid on their
existing shares, and any agreement made under such authority shall be effective and binding on all such
Members.”
28. The existing Article 151(a) be amended by deleting the words “the Register of Members
or” in line 4 and the amended article shall read as follows:
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“A notice may be given by the Company to any Member who is entitled under the provisions of these Articles
to received notices of general meetings from the company either by serving it on him personally or by sending it
by post to him at his address as shown in the Register of Members or the Records of Depositors or the address
(if any) in Malaysia supplied by him to the Company for the giving of notices to him.”
29. The existing Article 152 which read as follows be deleted in its entirety.
“A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder
first named in the Register of members in respect of the share.”
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