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					   Article No                  Existing Articles                               Amended Articles

Article 2 (b)   “Approved Market Place” means a stock              Deleted
                exchange which is specified to be an approved
                market place in the Securities Industry (Central
                Depositories) (Exemption) (No.2) Order 1998


Article 2 (d)   “Central Depository” means Malaysian Central       “Depository” means Bursa Malaysia
                Depository Sdn. Bhd. (Co No. 165570-W)             Depository Sdn Bhd or its successors in title

                                                                   AND THAT all reference to the
                                                                   abovementioned            interpretations
                                                                   throughout the whole Articles of
                                                                   Association be changed accordingly.


Article 2 (f)   “Depositor” means a holder of the Securities       “Depositor” means a holder of a securities
                Account.                                           account established by the Depository

                                                                   AND THAT all reference to the
                                                                   abovementioned            interpretations
                                                                   throughout the whole Articles of
                                                                   Association be changed accordingly.


Article 2 (i)   “Member” means unless otherwise expressed to       “Member” means unless otherwise
                the contrary, includes a depositor who shall be    expressed to the contrary, includes a
                treated as if he were a member pursuant to         depositor who shall be treated as if he
                Section 35 of the Central Depository Act but       were a member pursuant to the Section 35
                excludes the Central Depository in its capacity    of the Securities Industry (Central
                as a bare trustee member and such other            Depositories) Act 1991 but excludes the
                persons as may be prescribed under the Listing     Central Depository in its capacity as a
                Requirement.                                       bare trustee member and such other
                                                                   persons as may be prescribed under the
                                                                   Listing Requirement


Article 2 (k)   “Exchange” means KUALA LUMPUR STOCK                “Exchange” means          Bursa     Malaysia
                EXCHANGE and/or any other Exchange on              Securities Berhad
                which the Company is listed


Article 2 (m)   “Listing Requirements” means the Listing           “Listing Requirements” means the Listing
                Requirements of Kuala Lumpur Stock Exchange        Requirements of Bursa Malaysia Securities
                including any amendments thereto that may be       Berhad including any amendments thereto
                made from time to time                             that may be made from time to time


Article 3 (b)   The shares taken by the subscribers to the         The shares taken by the subscribers to the
                Memorandum of Association shall be duly            Memorandum of Association shall be
issued by the Directors. Subject as aforesaid, the    duly issued by the Directors. Subject as
shares shall be under the control of the              aforesaid, the shares shall be under the
Directors who may, subject to the Company‟s           control of the Directors who may, subject
Memorandum and Articles of Association allot          to the Company‟s Memorandum and
and issue the same to such persons on such            Articles of Association allot and issue the
terms and conditions and at such time as the          same to such persons on such terms and
Directors think fit and with full power to give to    conditions and at such time as the
any person the call of any shares either at par or    Directors think fit and with full power to
at a premium and for such consideration as the        give to any person the call of any shares
Directors think fit provided always that:-            either at par or at a premium and for such
                                                      consideration as the Directors think fit
                                                      provided always that:-
(a) Unless allowed by law, no part of the funds
    of the Company shall be employed in the           (a) Unless allowed by law, no part of the
    purchase of shares of the Company or in               funds of the Company shall be
    loans upon the security thereof;                      employed in the purchase of shares
                                                          of the Company or in loans upon the
                                                          security thereof;
(b) No Director shall participate in any issue of
    shares     to    employees      unless    the     (b) No Director shall participate in a share
    shareholders in general meeting have                  scheme for employees unless the
    approved of the specific allotments to be             shareholders in general meeting
    made to such director and unless he holds             have approved the specific allotment
    office in an executive capacity;                      to be made to such Director;

(c)   No shares shall be issued to transfer a
      controlling interest in the Company             (c) No shares shall be issued to transfer a
      without the prior approval of the                    controlling interest in the Company
      shareholders in a general meeting;                   without the prior approval of the
                                                           shareholders in a general meeting;
(d)   No shares shall be issued at a discount,
      except in accordance with the Act;              (d)    No shares shall be issued at a
                                                            discount, except in accordance with
                                                            the Act;

(e) Any issue of shares for cash to members           (e)    Any issue of shares for cash to
    holding shares of any class shall be offered            members holding shares of any class
    to such members in proportion as nearly as              shall be offered to such members in
    may be to the number of shares of such                  proportion as nearly as may be to the
    class then held by them. Provided that a                number of shares of such class then
    Director not holding office in an executive             held by them. Provided that a
    capacity; and                                           Director not holding office in an
                                                            executive capacity; and

(f) The rights attaching to shares of a class other   (f)   The rights attaching to shares of a
     than ordinary shares shall be expressed.               class other than ordinary shares shall
                                                            be expressed.
Article 29A (1)    Where :-                                           Where: -
                   (a) the securities of the Company are listed on    (a)   the Securities of the Company are
                       an Approved Market Place; and                        listed on another stock exchange; and

                   (b) the Company is exempted from compliance        (b)       the Company is exempted from
                       with Section 14 of the Central Depositories              compliance with Section 14 of the
                       Act or Section 29 of the Central                         Securities     Industry     (Central
                       Depositories (Amendment) Act 1998, as the                Depositories) Act 1991 or Section 29
                       case may be, under the Rules in respect of               of the Securities Industry (Central
                       such securities.                                         Depositories) (Amendment) Act 1998,
                                                                                as the case may be, under the Rules
                                                                                of the Depository in respect of such
                                                                                securities.


                   the Company shall, upon request of a securities    the Company shall, upon request of a
                   holder, permit a transmission of securities held   securities holder, permit a transmission of
                   by such securities holder from the register of     securities held by such securities holder
                   holders maintained by the registrar of the         from the register of holders maintained
                   Company in the jurisdiction of the Approved        by the registrar of the Company in the
                   Market Place (hereinafter referred to as “the      jurisdiction of the other stock exchange, to
                   Foreign Register”), to the register of holders     the register of holders maintained by the
                   maintained by the registrar of the Company in      registrar of the Company in Malaysia and
                   Malaysia (hereinafter referred to as “the          vice versa provided that there shall be no
                   Malaysian Register”) provided that there shall     change in the ownership of such
                   be no change in the ownership of such              securities.
                   securities.

             (2)   For the avoidance of doubt, the Company, even      Deleted
                   if it fulfils the requirements of sub paragraphs
                   (1) (a) and (b) above it, shall not allow any
                   transmission of securities from the Malaysian
                   Register into the Foreign Register.


Article 45         The Company shall have the power to issue          The Company shall have the power to issue
                   preference shares carrying a right to redemption   preference shares carrying a right to
                   out of profits or liable to be redeemed at the     redemption out of profits or liable to be
                   option of the Company or to issue preference       redeemed at the option of the Company or to
                   capital ranking equally with or in priority to     issue preference capital ranking equally with
                   preference shares already issued and in such       or in priority to preference shares already
                   manner and either at par or at a premium as        issued and in such manner and either at par
                   they think fit provided that the total nominal     or at a premium as they think fit.
                   value of issued preference shares shall not
                   exceed the total nominal value of the issued
                   ordinary shares at any time.


Article 46         Preference shareholders shall have the same        Preference shareholders shall have the
                   rights as ordinary shareholders as regards         same rights as ordinary shareholders as
                   receiving notices, reports and audited accounts    regards receiving notices, reports and
                   and attending general meetings of the              audited financial statements and attending
                 Company. Preference shareholders shall also          general meetings of the Company.
                 have the rights to vote in each of the following     Preference shareholders shall also have
                 circumstances :-                                     the rights to vote in each of the following
                                                                      circumstances: -

                 (a) when the dividend or part of the dividend        (a) when the dividend or part of the
                    on the share is in arrears for more than 6            dividend on the share is in arrears
                    months;                                               for more than 6 months;

                 (b) on a proposal to reduce the Company‟s            (b) on a proposal to reduce                 the
                      share capital;                                      Company‟s share capital;

                 (c) on a proposal for the disposal of the whole of   (c) on a proposal for the disposal of the
                     the Company‟s property, business and                 whole of the Company‟s property,
                     undertaking;                                         business and undertaking;

                 (d) on a proposal that affect rights attached to     (d) on a proposal that affect rights
                    the share;                                            attached to the share;

                 (e) on a proposal to wind up the Company; and        (e) on a proposal to wind up the
                                                                          Company; and

                 (f) during the winding up of the Company.            (f) during the winding up of the
                                                                          Company.


                 The holder of a preference share shall be            On a resolution to be decided on a show of
                 entitled to a return of capital in preference to     hands, a holder of preference shares who is
                 holders of ordinary shares when the Company          personally present and entitled to vote shall be
                 is wound up.                                         entitled to one (1) vote.


Article 58 (a)   Subject to the provisions of the Act relating to     Subject to the provisions of the Act
                 convening meetings to pass special resolutions,      relating to convening meetings to pass
                 every notice convening meetings shall specify        special     resolutions,    every    notice
                 the place, the day and the hour of the meeting       convening meetings shall specify the
                 and notice in writing shall be given to all          place, the day and the hour of the meeting
                 members at least fourteen (14) clear days‟ before    and notice in writing shall be given to all
                 the meeting or at least twenty one (21) clear        members at least fourteen (14) clear days
                 days‟ before the meeting where any special           before the meeting or at least twenty one
                 resolution is to be proposed or where it is an       (21) clear days before the meeting where
                 Annual General Meeting (exclusive both of the        any special resolution is to be proposed or
                 day on which the notice is served or deemed to       where it is an Annual General Meeting
                 be served and of the day of the meeting). Any        (exclusive both of the day on which the
                 notice of a meeting called to consider special       notice is served or deemed to be served
                 business shall also be accompanied by a              and of the day of the meeting). Any notice
                 statement regarding the effect of any proposed       of a meeting called to consider special
                 resolution in respect of such special business       business shall also be accompanied by a
                 and shall be given in the manner hereinafter         statement regarding the effect of any
                 mentioned to such persons as are under the           proposed resolution in respect of such
                 provisions of these Articles entitled to receive     special business and shall be given in the
                 notice of general meetings from the Company.         manner hereinafter mentioned to such
                 At least fourteen (14) clear days notice or          persons as are under the provisions of
                   twenty one (21) clear days‟ notice in the case        these Articles entitled to receive notice of
                   where any special resolution is proposed or           general meetings from the Company. At
                   where it is the Annual General Meeting, of            least fourteen (14) clears days‟ notice or
                   every such meeting shall be given by                  twenty one (21) clear days‟ notice in the
                   advertisement in the daily press and in writing       case where any special resolution is
                   to each Stock Exchange upon which the                 proposed or where it is the Annual
                   Company is listed.                                    General Meeting, of every such meeting
                                                                         shall be given by advertisement in at least
                                                                         1 nationally circulated Bahasa Malaysia or
                                                                         English daily newspaper and in writing to
                                                                         each stock exchange upon which the
                                                                         Company is listed.


             (b)   The Company shall request the Central                 The Company shall           request the
                   Depository in accordance with the Rules, to           Depository in accordance with the Rules,
                   issue a Record of Depositors to whom notices of       to issue a Record of Depositors to whom
                   general meetings shall be given by the                notices of general meetings shall be given
                   Company.                                              by the Company.

                   The Company shall also request the Central            The Company shall also request the
                   Depository in accordance with the Rules, to           Depository in accordance with the Rules
                   issue a Record of Depositors, as at a date not        to issue a Record of Depositors, as at the
                   less than three (3) market days before the            latest date which is reasonably practicable
                   general meeting (hereinafter referred to as „the      which shall in any event be not less than 3
                   General Meeting Record of Depositors‟).               market days before the general meeting
                                                                         (hereinafter referred to as “the General
                                                                         Meeting Record of Depositors”).

                   Subject to the Securities Industry (Central           Subject to the Securities Industry (Central
                   Depositories) (Foreign Ownership) Regulations,        Depositories)     (Foreign     Ownership)
                   1996 (where applicable) and notwithstanding           Regulations, 1996 (where applicable) and
                   any provision in the Act, a depositor shall not       notwithstanding any provision in the Act,
                   be regarded as a member entitled to attend any        a depositor shall not be regarded as a
                   general meeting and to speak and vote thereat         member entitled to attend any general
                   unless his name appears in the General Meeting        meeting and to speak and vote thereat
                   Record of Depositors.                                 unless his name appears in the General
                                                                         Meeting Record of Depositors.


Article 95         Subject to the provisions of the Listing              Subject to the provisions of the Listing
                   Requirements, the Act and other statutory             Requirements, the Act and other statutory
                   requirements for the time being subsisting, the       requirements for the time being
                   office of a Director shall be vacated if the          subsisting, the office of a Director shall be
                   Director :-                                           vacated if the Director :-

                   (a)   ceases to be a Director by virtue of the Act;   (a)    ceases to be a Director by virtue of
                                                                               the Act;

                   (b)   becomes a bankrupt or makes any                 (b)    The office of a director shall become
                         arrangement or composition with this                  vacant if the director becomes of
                         creditors generally;                                  unsound mind or bankrupt during his
                                                                               term of office.
                (c)   becomes prohibited from being a director       (c)   becomes prohibited from being a
                      by reason of any order made under the                director by reason of any order made
                      Act;                                                 under the Act;

                (d) becomes of unsound mind or a person who          (d)   becomes of unsound mind or a
                    is liable to be dealt with in any way under          person who is liable to be dealt with
                    the law relating to mental disorder;                 in any way under the law relating to
                                                                         mental disorder during his term of
                                                                         office.
                (e) resigns his office by notice in writing to the   (e) resigns his office by notice in writing
                      Company;                                           to the Company;

                (f)   for more than six (6) months is absent         (f)   for more than six (6) months is absent
                      without permission of the Directors from             without permission of the Directors
                      meetings of the Directors held during that           from meetings of the Directors held
                      period;                                              during that period;

                (g) is removed from his office of Directors by       (g) is removed from his office of Directors
                    ordinary resolution of the Company in                  by ordinary resolution of the
                    general meeting notwithstanding the                    Company in general meeting
                    provisions in these Articles or the terms of           notwithstanding the provisions in
                    any agreement between the Company and                  these Articles or the terms of any
                    such Directors but without prejudice to                agreement between the Company
                    any claim such Director may have for                   and such Directors but without
                    damages for breach of contract; or                     prejudice to any claim such Director
                                                                           may have for damages for breach of
                                                                           contract; or

                (h)    if he absents himself from more than 50%      (f)   if he absents himself from more than 50%
                      of the total Board of Directors‟ Meetings             of the total meetings of the Directors held
                      held during a financial year, unless an               during a financial year. Provided that
                      exemption or waiver must be made                      the Director has as soon as practicable
                      immediately or else disqualification would            but in any event on or before the
                      take effect immediately.                              completion of a financial year applied for
                                                                            exemption or waiver from the Exchange,
                                                                            such vacancy shall only take effect upon
                                                                            the rejection by the Exchange of his
                                                                            application for exemption or waiver;


Article 138 A   No provision.                                        ISSUANCE OF ANNUAL REPORT

                                                                     Subject to Article 138 and compliance with
                                                                     the requirements of the Exchange and any
                                                                     other relevant laws and regulations, if any,
                                                                     the Company may issue its annual report in
                                                                     compact disc read-only memory (“CD-
                                                                     ROM”) or digital versatile disc read-only
                                                                     memory (“DVD-ROM”) format or in a
                                                                     format that may be developed in future for the
                                                                     playback of images.
Without prejudice to other provisions relating
to issuance of annual reports, the Company
may issue its annual report in CD-ROM to
its shareholders provided it complies with the
following:-

(a) the company must provide a printed
    copy of its annual report to its
    shareholders upon the shareholder’s
    request, whether verbal or written;
(b) the Company must designate a person
    to attend to the shareholders’ requests as
    stated in subparagraph (a) above;
(c) the Company must ensure that a hard
    copy of the annual report is forwarded to
    the shareholder requesting the same
    within 4 market days from the date of
    receipt of the request;
(d) the Company must designate person(s)
    to answer queries from shareholders
    relating to the use of the CD-ROM;
(e) together with the CD-ROM annual
    report, the Company must issue hard
    copies of the notice of the annual general
    meeting, the proxy form and the
    following documents to its shareholders:-
    (i) a note containing the following
         statement or information:-
         (aa) the Company shall forward a
                 hard copy of the annual
                 report to the shareholder
                 within 4 market days from
                 the date of receipt of the
                 verbal or written request; and
         (bb) the Company’s            web-site
                 and/or     e-mail     address,
                 name(s)      of     designated
                 person(s)     attending      to
                 shareholders’ request and
                 queries      and       contact
                 number(s); and
    (ii) a request form to enable the
         shareholder to request for the annual
         report in hard copy, with the
         particulars of the Company’s
         facsimile number and mailing
         address.
   HING YIAP KNITTING INDUSTRIES BERHAD
            (Company No. 22414-V)



               APPENDIX 1



DETAILS OF THE PROPOSED AMENDMENTS TO THE
          ARTICLES OF ASSOCIATION
                     OF
   HING YIAP KNITTING INDUSTRIES BERHAD
                  (“HYKI”)

				
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