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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.

If you are in any doubt as to the course of action to take, you should consult your stockbroker, solicitor,
accountant, banker or other professional adviser immediately.

If you have sold or transferred all your ordinary shares in NOTION VTEC BERHAD (637546-D),
you should at once forward this Circular together with the accompanying Form of Proxy to the
purchaser or agent through whom you effected the sale or transfer for onward transmission to the
purchase or transferee.

Bursa Malaysia Securities Berhad takes no responsibility for the content of this Circular, make
no representation as to its accuracy or completeness and expressly disclaims any liability
whatsoever for any loss however arising from or in reliance upon the whole or any part of the
contents of this Circular.




                                     (Company No. 637546-D)
                     (Incorporated in Malaysia under the Companies Act, 1965)


                          CIRCULAR TO SHAREHOLDERS

                                         IN RELATION TO THE

   I        PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES IN THE
            MEMORANDUM OF ASSOCIATION OF THE COMPANY

  II        PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
            PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
            (“PROPOSED SHAREHOLDERS’ MANDATE”)

 III        PROPOSED AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION
            132D OF THE COMPANIES ACT, 1965


Notice of the Extraordinary General Meeting which will be held at Kuala Lumpur Golf & Country Club (KLGCC), No.
10, Jalan 70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Wednesday, 22 March 2006 at 10.00 a.m. or immediately
after the conclusion or adjournment (as the case may be) of the Second Annual General Meeting of the Company which
has been scheduled to be held at the same venue and on the same day at 9.30 a.m., whichever is later, to consider the
abovementioned proposals together with the Form of Proxy are enclosed herewith.

The Form of Proxy must be completed and lodged at the Registered Office of the Company at C15-1, Level 15, Tower C,
Megan Avenue II, 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time set for holding
the meeting or any adjournment thereof. The lodging of the Form of Proxy 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 Monday, 20 March 2006 at 10.00 a.m.


                                  This Circular is dated 28 February 2006
DEFINITIONS


Except where the context otherwise requires, the following definitions shall apply throughout this Circular :

“Act”                                  :      Companies Act, 1965, as amended from time to time

“AGM”                                  :      Annual General Meeting

“Board”                                :      Board of Directors of NVB

“Bursa Securities”                     :      Bursa Malaysia Securities Berhad (635998-W)

“CNC”                                  :      Computer Numerical Control

“DTSB”                                 :      Diaphragm Tech Sdn Bhd (636502-H)

“EGM”                                  :      Extraordinary General Meeting

“HDD”                                  :      Hard Disk Drive

“Hwang-DBS”                            :      Hwang-DBS Securities Berhad (14389-U)

“IPSB”                                 :      Intech Precision Sdn Bhd (520432-W)

“KPSB”                                 :      Kaiten Precision (M) Sdn Bhd (503790-T)

“Listing Requirements:                 :      The Listing Requirements of Bursa Securities for the MESDAQ
                                              Market

“Major Shareholder”                    :      A person who has an interest or interests in one or more voting
                                              shares in the Company and the nominal amount of the share, or the
                                              aggregate of the nominal amounts of those shares, is not less than
                                              5% of the aggregate of the nominal amounts of all the voting
                                              shares in the Company (or any other company which is its
                                              subsidiary or holding company or a subsidiary company of its
                                              holding company) and includes any person who is or was within
                                              the preceding 12 months of the date in which the terms of the
                                              transactions were agreed upon.

“Memorandum”                           :      Memorandum of Association of NVB

“MESDAQ Market”                        :      MESDAQ Market of Bursa Securities

“MP3”                                  :      Motion Picture Experts Group, Audio Layer 3

“New Objects Clauses”                  :      New objects clauses of the Memorandum as set out in Appendix I.

“NVB or the Company”                   :      Notion VTec Berhad (637546-D)

“NVSB”                                 :      Notion Venture Sdn Bhd (360628-H)

“NVB Group or Group”                   :      NVB and its subsidiaries, collectively

“NTSB”                                 :      NV Technology Sdn Bhd (583615-U)




                                                         i
DEFINITIONS (Cont’d)

“PCBN”                          :    Polycrystalline cubic boron nitride

“PCD”                           :    Polycrystalline diamond

“Public Issue shares”           :    75,000,000 new shares at the issue price of RM0.63 per share
                                     payable in full upon application pursuant to the public issue

“Related Party”                 :    (a) A substantial shareholder and includes any person who is or
                                         was within the twelve (12) months preceding the date of the
                                         related party transaction a substantial shareholder of the
                                         Company; or
                                     (b) A Director who is or was within the twelve (12) months
                                         preceding the date of the related party transaction a director of
                                         the Company or any of its related companies or associated
                                         companies or any associated company of its holding company;
                                         or
                                     (c) An associate of a related party under (a) or (b) above.

“RRPTs”                         :    Recurrent Related Party Transactions

“R&D”                           :    Research and development

“SISB”                          :    Swiss Impression Sdn Bhd (656299-K)




                        THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK




                                               ii
CONTENTS


                                                                      Page
1.         INTRODUCTION                                                1-2


2.         DETAILS OF THE PROPOSALS

           2.1   PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES             2


           2.2   PROPOSED SHAREHOLDERS’ MANDATE                         2

           2.2.1 Principal Activities of the NVB Group                 3-4

           2.2.2 Classes of Related Parties for the RRPT                4

           2.2.3 The Nature and Value of the Recurrent Transactions    4-5

           2.2.4 Review Procedures for the Recurrent Transactions       6

           2.2.5 Statement by the audit committee                       6

           2.2.6 Disclosures                                            7


           2.3   PROPOSED SECTION 132D MANDATE                          7


3.         RATIONALE FOR THE PROPOSALS

           3.1   PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES             7

           3.2   PROPOSED SHAREHOLDERS’ MANDATE                         8

           3.3   PROPOSED SECTION 132D MANDATE                          8


4.         FINANCIAL EFFECTS OF THE PROPOSALS

           4.1   PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES             8

           4.2   PROPOSED SHAREHOLDERS’ MANDATE                         8

           4.3   PROPOSED SECTION 132D MANDATE                          8


5.         CONDITION OF THE PROPOSED AMENDMENTS TO THE OBJECTS          8
           CLAUSES


6.         INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND          9
           PERSON CONNECTED TO THEM


7.         DIRECTORS RECOMMENDATION                                     9


8.         APPROVALS REQUIRED                                           9



                                                    iii
CONTENTS (Cont’d)


                                                                       Page

9.           EGM                                                        10


10.          FURTHER INFORMATION                                        10



APPENDIX I   : NEW OBJECTS CLAUSES                                      11

APPENDIX II : FURTHER INFORMATION                                      12-13


NOTICE OF THE EXTRAORDINARY GENERAL MEETING

PROXY FORM




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                                          iv
                                           (Company No: 637546-D)
                           (Incorporated in Malaysia under the Companies Act, 1965)

                                                                                    Registered Office:
                                                                                    C15-1, Level 15
                                                                                    Tower C, Megan Avenue II
                                                                                    12 Jalan Yap Kwan Seng
                                                                                    50450 Kuala Lumpur

                                                                                    28 February 2006

Board of Directors:

Thoo Chow Fah (Chairman and Executive Director)
Choo Wing Hong (Managing Director)
Choo Wing Onn (Executive Director)
Lee Tian Yoke (Executive Director)
Saw Tat Loon (Independent Non-Executive Director)
Yike Chee Wah (Independent Non-Executive Director)

To: The Shareholders of Notion VTec Berhad

Dear Sir/Madam


     PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES IN THE MEMORANDUM OF
     ASSOCIATION OF THE COMPANY

     PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
     TRANSACTIONS OF A REVENUE OR TRADING NATURE

     PROPOSED AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE
     COMPANIES ACT, 1965


1.      INTRODUCTION

       On 8 February 2006, your Board announced that we propose to seek your approval for the following
       proposals:

       (i)   Proposed amendments to the objects clauses in the Memorandum of Association of the Company to
             incorporate additional provisions to cover the new functions and nature of business of the Company
             as provider of management services (“Proposed Amendments to the Objects Clauses”);

       (ii) Proposed Shareholders' Mandate for the period commencing from the conclusion of the forthcoming
            EGM until:

             (a)      the conclusion of the next AGM of the Company;

             (b)      the expiration of the period within which the next AGM after the date is required to be held
                      pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
                      allowed pursuant to Section 143(2) of the Act); or

             (c)      revoked or varied by resolution passed by the shareholders in a general meeting,

             whichever is earlier ("Proposed Shareholders’ Mandate"); and
     (iii) Proposed Authority to Issue Shares pursuant to Section 132D of the Act (“Proposed Section 132D
           Mandate”).

     (collectively referred to as “the Proposals”)

     The purpose of this part of the Circular is to provide you with information of the above Proposals and to
     seek your approval for the special and ordinary resolutions pertaining to the Proposals which will be
     tabled at the forthcoming EGM of your Company.

     Shareholders of NVB are advised to read and consider carefully the contents of this part of the
     Circular before voting on the ordinary resolutions to give effect to the Proposed Amendments to
     the Objects Clauses, Proposed Shareholders’ Mandate and Proposed Section 132D Mandate.


2.   DETAILS OF THE PROPOSALS

     2.1      PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES

              In conjunction with and as an integral part of the Listing, NVB, which was established as an
              investment holding company, had on 31 January 2005 became the holding company of NVSB,
              NTSB, IPSB, KPSB, DTSB and SISB. The core business activities of the Group are carried
              out by its subsidiaries and these include:

                     Volume manufacturing of high precision components, notably, for the HDD industry
                     using CNC technologies;
                     Research, design, development and fabrication of jigs and fixtures comprising the air
                     chuck assembly and pump chucking systems of CNC applications;
                     Design, development and fabrication of specialized cutting tools, moulds and dies;
                     Volume manufacturing of high precision micro components for digital cameras and HDD
                     components using CNC auto-lathe technology; and
                     Design of tooling and volume manufacturing of high precision appearance parts using
                     progressive die stamping for digital cameras, MP3 players and other consumer electrical
                     devices.

              Following the completion of the restructuring, NVB is working towards centralizing certain
              functions such as finance, administration, human resources and information technology within
              the Group and will be providing these services to its subsidiaries.

              NVB seeks your approval for the proposed amendments to incorporate the additional
              provisions to cover the functions and nature of business of the Company as provider of
              management services to its subsidiaries and/or associated companies, if any, in future.

     2.2       PROPOSED SHAREHOLDERS’ MANDATE

               This will be the first general mandate that the Company intends to seek approval from its
               shareholders for the resolution pertaining to the Proposed Shareholders’ Mandate at the
               forthcoming EGM to be convened. Since the Company’s listing on 7 June 2005 on the
               MESDAQ Market of the Bursa Securities, no RRPTSs were entered/will be entered into until
               the forthcoming EGM.

               Pursuant to Rule 6.8.1 and Guidance Note 12 of the Listing Requirements, NVB seeks
               shareholders’ mandate in respect of the RRPTs subject to the following:-

               (a)      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;

               (b)      the shareholders’ mandate is subject to annual renewal and disclosure is made in the
                        annual report of the aggregate value of transactions conducted pursuant to the
                        shareholders’ mandate during the financial year;




                                                     2
(c)     in a meeting to obtain shareholders’ mandate:-

        i)         the Related Party which has interest, directly or indirectly in the transactions;
                   and

        ii)        where it involves the interest of:-

                   (aa)      an associate of a party referred to under sub-Rule 6.2(a) or (b) of
                             the Listing Requirements; or

                   (bb)      person connected with a director of the listed company or its
                             holding company as referred to under Rule 6.4 (the director or the
                             listed company or its holding company is referred to as “the
                             Relevant Director”)

                   the party referred to under sub-Rule 6.2 (a) or (b) or the Relevant Director,
                   as the case may be, must not vote on the resolution approving the
                   transactions.

(d)     where the Related Party is either a related party under sub-Rule 6.2 (a) or (b) or the
        Relevant Director which has interest, directly or indirectly in the transaction (referred
        to as “interested related party”), the interested related party must ensure that its/his
        associates or persons connected, as the case may be, abstain from voting on the
        resolution approving the transactions.

The Company, in the ordinary course of business, will enter into transactions with the classes
of Related Party as set out in Section 2.2.3.1.

2.2.1   Principal Activities of the NVB Group

        NVB is principally an investment holding company and holds equity interest in
        subsidiaries that engage in among others, manufacturing of high precision components,
        research, design, development of jigs and fixtures and design of tooling and volume
        manufacturing of high precision appearance parts.

        The principal activities of NVB’s subsidiaries are set out in the table below:

                             Issued and         Effective
                               Paid-up           Equity
                            Capital as at 7     Interest            Principal Activities
             Subsidiaries     February            (%)
                                 2006
         NVSB                 6,115,920            100      Design and volume production of
                                                            high precision metal machining of
                                                            HDD, computer, consumer
                                                            electronic and electrical and
                                                            automotive industries’ components,
                                                            and related R&D activities.
         NTSB                  1,253,675          90%       Design,       development       and
                                                            modification of cutting tool
                                                            geometry, regrind or re-sharpen
                                                            special cutting tools using CNC tool
                                                            & cutter grinder and other grinding
                                                            operations and marketing of
                                                            diamond abrasive grinding wheels,
                                                            PCD & PCBN inserts.


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                                        3
                          Issued and       Effective
                            Paid-up         Equity
                         Capital as at 7   Interest            Principal Activities
         Subsidiaries      February          (%)
                             2006
         IPSB               100,000          100       Design, development, manufacture
                                                       and marketing of precision jigs &
                                                       fixtures, tools & dies for stamping,
                                                       precision mould parts for plastic
                                                       injection, trim & form tools for
                                                       semiconductor industry and
                                                       precision machine parts for the
                                                       automotive and other high-value
                                                       added industries.
         DTSB                50,000          80%       R&D activities leading to the design
                                                       and production of the air chuck
                                                       assembly system for soft clamping,
                                                       tool-holders, gauges, dies, collets
                                                       and lathe chucks for use by CNC
                                                       machining applications.
         KPSB               200,000          90%       Design and development leading to
                                                       the mass production of high
                                                       precision micro parts and related
                                                       R&D activities.
         SISB               300,000          60%       Design of tooling and volume
                                                       manufacturing of high precision
                                                       appearance parts using progressive
                                                       die stamping for digital cameras,
                                                       MP3 players and other consumer
                                                       electronic devices.

2.2.2   Classes of Related Parties for the RRPT


           Related Party                         Nature of Relationship
         Thoo Chow Fah          Common substantial/major shareholder and common
                                director of NVB, NTSB, DTSB, KPSB and SISB.

         Choo Wing Hong         Common substantial/major shareholder and common
                                director of NVB, NTSB, DTSB, KPSB and SISB.

         Choo Wing Onn          Common substantial/major shareholder and common
                                director of NVB, NTSB, DTSB, KPSB and SISB.

         Lee Tian Yoke          Substantial shareholder of NVB and common director of
                                NVB, NTSB, DTSB, KPSB and SISB.


2.2.3   The Nature and Value of the Recurrent Transactions

        2.2.3.1 Proposed Shareholders’ Mandate

                The Proposed Shareholder’s Mandate will take effect from the date of the
                passing of the ordinary resolution for which approval is being sought at the
                forthcoming EGM, and shall remain in effect until the conclusion of the next
                AGM of the Company (“Proposed Mandate Period”). Thereafter, the
                shareholders’ approval for the renewal of the Proposed Shareholders’
                Mandate will be sought at each subsequent AGM of the Company.


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                                      4
       The details of the RRPT and their estimated value to be entered into during
       the Proposed Mandate Period are as follows:-

                                                   Interested      Estimated
                                     Related        Parties        aggregate
                                    Companies                     value for the
Name of         Nature of the                                      Proposed
Company          Recurrent                                          Mandate
involved        Transactions                                         (RM)

NTSB         Provision of             NVB        Thoo Chow           90,000
             management                          Fah
             services by NVB to                  Choo Wing
             NTSB                                Hong
                                                 Choo Wing
                                                 Onn
                                                 Lee Tian
                                                 Yoke

KPSB         Provision      of        NVB        Thoo Chow           50,000
             management                          Fah
             services by NVB to                  Choo Wing
             KPSB                     NTSB       Hong
                                                 Choo Wing
             Purchases by KPSB                   Onn                 20,000
             of specialized tools                Lee Tian
             designed, developed                 Yoke
             and supplied by
             NTSB

DTSB         Provision      of        NVB        Thoo Chow           50,000
             management                          Fah
             services by NVB to                  Choo Wing
             DTSB                     NTSB       Hong
                                                 Choo Wing
             Purchases by DTSB                   Onn                 10,000
             of specialized tools                Lee Tian
             designed, developed                 Yoke
             and supplied by
             NTSB

SISB         Provision      of        NVB        Thoo Chow           90,000
             management                          Fah
             services by NVB to                  Choo Wing
             SISB                     NTSB       Hong
                                                 Choo Wing
             Purchases by SISB                   Onn                 10,000
             of specialized tools                Lee Tian
             designed, developed                 Yoke
             and supplied by
             NTSB




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                          5
2.2.4   Review Procedures for the Recurrent Transactions

        The Group has established the following procedures and guidelines to ensure that the
        RRPTs are undertaken on an arm’s length basis and on normal commercial terms that
        are not more favourable to the Related Party than those normally available to the
        public and are not detrimental to the minority shareholders of NVB:-

        (i)     Any tender, quotation or contract received from or proposed to be entered
                with a Related Party will be reviewed by senior management who will
                ascertain if it is an approved RRPT. Such tender, quotation or contract will
                not be approved unless the terms offered to the Group are comparable with
                those offered by other unrelated parties for the same or substantially similar
                type of transactions. The transactions with a Related Party will only be
                entered into after taking into account the pricing, quality, deliverables, level
                of service and other related facts including competitors prices of similar
                products and services in the open market;

        (ii)    All transactions entered into pursuant to the Proposed Shareholders’
                Mandate will be tabled to the Audit Committee for review on a quarterly
                basis. In its review of such transactions, the Audit Committee may, as it
                deems fit, request for additional information pertaining to the transactions
                from independent sources;

        (iii)   Records will be maintained by the Company to capture all RRPTs entered
                into pursuant to the Proposed Shareholders’ Mandate to ensure that relevant
                approvals have been obtained and review procedures in respect of such
                transactions are adhered to;

        (iv)    The Audit Committee has and shall continuously review the adequacy and
                appropriateness of the procedures, as and when required, with the authority
                to sub-delegate to individuals or committee within the Company as they
                deem appropriate;

        (v)     Where any Directors of the Company has an interest (whether direct or
                indirect) in a RRPT, such Director shall abstain from all deliberations and
                voting on that matter in the Board’s deliberations of such transaction. Where
                any member of the Audit Committee is interested in a RRPT, that member
                shall abstain from voting on any matter relating to any decisions to be taken
                by the Audit Committee with respect to such transaction; and

        (vi)    Disclosure will be made in the annual report of the Company.

The other major shareholders in NTSB, KPSB, DTSB and SISB are in support of the
Proposed Shareholders’ Mandate.

2.2.5   Statement by the audit committee

        The Audit Committee of the Company has seen and reviewed the procedures set out
        in the paragraph above and is of the view that the said procedures are sufficient to
        ensure that the RRPTs are undertaken on an arm’s length basis and based on terms
        that are not more favourable to the Related Parties than those generally available to
        the public and are not detrimental to the minority shareholders.

        Any member of the Audit Committee who is interested in any RRPT shall not be
        involved in the review of the RRPT.



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                                    6
           2.2.6    Disclosures

                   Disclosures will be made in accordance with Section 3.15 of Guidance Note 12,
                   which requires a breakdown of the aggregate value of the RRPT entered into during
                   the financial year, including amongst others, the following information:-

                   (i)       the type of the RRPT; and
                   (ii)      the names of the Related Party involved in each RRPT entered into and their
                             relationship with the NVB Group.

                   The above disclosures will be made in the Company’s annual report for each
                   subsequent financial year after the shareholders’ mandate has been obtained.

     2.3   PROPOSED SECTION 132D MANDATE

           The Company proposes to empower the Directors to issue and allot shares in the Company at
           any time until the conclusion of the next Annual General Meeting and upon such terms and
           conditions and for such purposes as the Directors may, in their absolute discretion, deem fit
           provided that the aggregate number of shares to be issued does not exceed ten percentum (10%)
           of the issued and paid-up share capital of the Company for the time being, subject always to the
           approvals of the relevant regulatory authorities.


3.   RATIONALE FOR THE PROPOSALS

     3.1   PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES

           Your Board proposed to adopt the New Objects Clauses to reflect the change in NVB’s
           principal activities to that of investment holding company providing management services to
           its subsidiaries and/or associated companies for the purposes of centralizing certain functions
           within the Group. The New Objects Clauses are set out in Appendix I of this Circular.

     3.2   PROPOSED SHAREHOLDERS’ MANDATE

           Design and volume manufacturing of high precision components and tools for the HDD
           industry will remain the main focus of the Group’s business and activities. The Related
           Companies listed in Section 2.2.3 are involved substantially, if not principally, in one or more
           of these businesses and related activities. Additionally, NVB as an investment holding
           company of the NVB Group shall bear responsibility for certain centralized functions of the
           Group, namely, finance, administration, human resource and information technology
           activities. For effective and efficient management of the Group’s administrative affairs, NVB
           shall be providing management services of such nature to its subsidiaries. It is therefore in the
           interest of the NVB Group to transact with such Related Companies (in addition to their
           transactions with third parties in the ordinary course of business), so that the NVB Group may
           enjoy better cost management, efficient employment of resources with the elimination of
           duplication in administrative functions, as well as synergistic benefits and competitive
           advantages over its competitors.

           The RRPTs are intended to meet the business needs of the Group on the best possible terms.
           The purchases of specialized tools designed, developed and supplied by NTSB to KPSB,
           DTSB and SISB are beneficial to the Group because NTSB has the expertise and resources to
           supply specialized tools and services that will be used with the Group’s CNC systems. This
           has proven to be essential and value-adding within the Group to develop, manufacture and
           produce high precision components and parts that will meet customers’ specifications and
           quality requirements while maintaining the prices at a competitive level among its
           competitors. In addition, the Related Companies have close co-operation and a good
           understanding of each other’s business needs, thus, providing a platform where all parties can
           benefit from conducting the RRPTs.


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                                                 7
              Given the complementary nature of the activities of the members of the Group and the
              activities of the Related Companies, as well as the fact that such activities are in the ordinary
              course of business of the NVB Group, it is anticipated that the RRPT would occur on a
              frequent and recurrent basis. Specifically, the NVB Group will be able to leverage on the
              Related Companies’ resources. In addition, the transactions are priced competitively in
              accordance with the industry norm and the prevailing market rates and entered or to be
              entered into at arm’s length on normal commercial terms and on terms no more favourable to
              the Related Companies than those generally available to the public.

              The Proposed Shareholders’ Mandate will enable the NVB Group to carry out Recurrent
              Transactions necessary for the Group’s day-to-day operations, which are time sensitive in
              nature, and will eliminate the need to announce and convene separate general meetings (if
              applicable) to seek prior approval of shareholders for such transactions. This will substantially
              reduce the expenses associated with the convening of general meetings on an ad-hoc basis,
              improve administration efficiency and allow manpower resources and time to be channeled
              towards attaining other corporate objectives.

     3.3      PROPOSED SECTION 132D MANDATE

              The proposed authority will give your Directors, power to issue and allot shares for such
              purposes as your Directors in their absolute discretion consider to be in the interest of the
              Company, without having to convene a separate general meeting to seek prior approval of the
              shareholders. The proposed authority given to your Directors will reduce the expenses
              associated with the convening of a general meeting on an ad-hoc basis.


4.   FINANCIAL EFFECTS OF THE PROPOSALS

      4.1     PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES

              The Proposed Amendments to the Objects Clauses will not have any effect on the issued and
              paid-up share capital, net assets, earnings and substantial shareholders’ shareholdings of
              NVB.

     4.2      PROPOSED SHAREHOLDERS’ MANDATE

              The Proposed Shareholders’ Mandate will not have any effect on the issued and paid-up share
              capital, net assets, earnings and substantial shareholders’ shareholdings of NVB.

     4.3      PROPOSED SECTION 132D MANDATE

              The Proposed Section 132D Mandate will not have an immediate effect on the issued and
              paid-up share capital, net assets, earnings and substantial shareholders’ shareholdings of
              NVB.

              Any potential effect on the issued and paid-up share capital, net assets, earnings and
              substantial shareholders’ shareholdings of the Company would depend on the number of new
              shares to be issued under any future corporate exercises.


5.   CONDITION OF THE PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES

     The Proposed Amendments to the Objects Clauses are conditional upon the approval of the
     shareholders by special resolution at the forthcoming EGM.

     The proposed adoption of New Objects Clauses shall take effect upon compliance by the Company with
     Section 28(9) of the Act.

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                                                    8
6.   INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS
     CONNECTED TO THEM

     The interested Directors and substantial shareholders of NVB and their respective interests in NVB
     based on the Register of Directors’ Shareholdings as at 7 February 2006 are as follows:-

     Interested                                   <------------------------Shareholdings------------------>
     Directors/                Country of
     Substantial             Incorporation/
     Shareholders              Nationality             Direct        %           Indirect           %

     Thoo Chow Fah              Malaysian           48,732,873       16.62                  -             -
     Choo Wing Hong             Malaysian           64,977,185       22.16                  -             -
     Choo Wing Onn              Malaysian           48,732,873       16.62                  -             -
     Lee Tian Yoke              Malaysian           21,659,055        7.39                  -             -

     The Directors, namely Thoo Chow Fah, Choo Wing Hong, Choo Wing Onn and Lee Tian Yoke are
     deemed interested in the Proposed Shareholders’ Mandate and accordingly, had refrained and will
     continue to refrain from all board deliberations and abstain from voting in respect of the direct and
     indirect shareholdings in NVB on the resolution pertaining to the Proposed Shareholders’ Mandate at the
     EGM to be convened.

     The aforementioned Directors and Substantial Shareholders of NVB have also undertaken to ensure that
     their associates or persons connected to them will abstain from voting in respect of their direct and
     indirect shareholdings on the ordinary resolutions pertaining to the Proposed Shareholders’ Mandate at
     the EGM.

     Save as disclosed above, none of the other directors and/or substantial shareholders of NVB and/or
     persons connected with the Relevant Director, or associates of a Related Party under sub-Rule 6.2 (a)
     or (b) of the Listing Requirements, have any interest, whether direct or indirect, in the Proposed
     Shareholders’ Mandate.

     Save as disclosed above, none of the other directors and/or substantial shareholders of NVB and/or
     persons connected with the Relevant Director or associates of a Related Party under sub-Rule 6.2(a) or
     (b) of the Listing Requirement, have any interest, whether direct or indirect, in the Proposed
     Amendments to the Objects Clauses and Proposed Section 132D Mandate.


7.   DIRECTORS’ RECOMMENDATION

     The Board (save for the Directors, namely Thoo Chow Fah, Choo Wing Hong, Choo Wing Onn and Lee
     Tian Yoke, who are deemed interested in the Proposed Shareholders’ Mandate), is of the opinion that
     the Proposed Shareholders’ Mandate are in the best interest of the NVB Group and recommend that
     you vote in favour of the ordinary resolutions relating to the Proposed Shareholders’ Mandate at the
     forthcoming EGM.

     The Board, having considered all aspects of the Proposed Amendments to the Objects Clauses and the
     Proposed Section 132D Mandate, is of the opinion that the Proposed Amendments to the Objects
     Clauses and the Proposed Section 132D Mandate are in the best interest of the Company. Accordingly,
     the Board recommends that you vote in favour of the special and ordinary resolutions relating to the
     Proposed Amendments to the Objects Clauses and the Proposed Section 132D Mandate at the
     forthcoming EGM.


8.   APPROVALS REQUIRED

     The Proposals are subject to your approval at the forthcoming EGM.

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                                                   9
9.       EGM

         The ordinary and special resolutions pertaining to the Proposals are enclosed in this Circular. The EGM
         will be held at Kuala Lumpur Golf & Country Club (KLGCC), No. 10, Jalan 70D, Off Jalan Bukit
         Kiara, 60000 Kuala Lumpur on Wednesday, 22 March 2006 at 10.00 a.m. or immediately after the
         conclusion or adjournment (as the case may be) of the Second Annual General Meeting of the
         Company which has been scheduled to be held at the same venue and on the same day at 9.30 a.m.,
         whichever is later, for the purpose of considering and, if thought fit, passing the resolutions to give
         effect to the Proposals.

         If you are unable to attend and vote in person at the EGM, you should complete, sign and return the
         enclosed Form of Proxy in accordance with the instructions printed therein as soon as possible, in any
         event must be deposited at the registered office of the Company at C15-1, Level 15, Tower C, Megan
         Avenue II, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur, not later than forty-eight (48) hours before
         the time set for the EGM or any adjournment thereof. The lodging of the Form of Proxy will not
         preclude you from attending and voting in person at the EGM should you subsequently decide to do so.

10.      FURTHER INFORMATION

         You are requested to refer to the attached appendices of this Circular for further information.


Yours faithfully,
for and on behalf of the Board of Directors of
NOTION VTEC BERHAD



SAW TAT LOON
Independent Non-Executive Director




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                                                         10
                                                                                             APPENDIX I


PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES IN THE MEMORANDUM OF
ASSOCIATION OF THE COMPANY [PROPOSED AMENDMENTS TO THE OBJECTS CLAUSES] :

  1.   Clause 3(ii)

       THAT the existing Clause 3(ii) of the Memorandum of Association of the Company be deleted in
       entirety and replaced with the following :

        To acquire any such shares, stocks, debentures, debenture stocks, bonds, notes, obligations or
       securities by original subscription, contract, tender, purchase, exchange, underwriting,
       participation in syndicates or otherwise, and whether or not fully paid up, and to subject to such
       terms and conditions (if any) as may be thought fit, and to exercise and enforce all rights and
       powers conferred by or incident to the ownership of any such shares stock obligations or other
       securities including without prejudice to the generality of the foregoing all such powers of veto or
       control as may be conferred by virtue of the holding by the company of some special proportion
       of the issued or nominal amount thereof, and to also purchase, take on lease or in exchange, or
       otherwise acquire land and building, interest in any land, freehold, leasehold or any other tenure
       whether situated in Malaysia or elsewhere, and any right connected therewith.

  2.   Clause 3(iii)

       THAT the existing Clause 3(iii) of the Memorandum of Association of the Company be deleted in
       entirety and replaced with the following :

       To act as management, investment, business, technical and/or industrial consultant or adviser
       and/or to provide financial, managerial, supervisory, administrative, management or technical
       services and assistance of any nature whatsoever to any corporation including industrial
       relations, personnel training, business systems and processes and data processing, finance and
       leasing, planning, taxation, insurance, public relations, administration and organization of
       industry and business.




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                                                   11
                                                                                                 APPENDIX II


FURTHER INFORMATION

1.   DIRECTORS’ RESPONSIBILITY STATEMENT

     This Circular has been seen and approved by the Board of NVB who, individually and collectively,
     accept full responsibility for the accuracy of the information contained in this Circular and confirm that,
     after making all reasonable enquiries and to the best of their knowledge and belief, there are no other
     facts the omission of which would make any statement in this Circular misleading.

2.   MATERIAL LITIGATIONS

     As at 7 February 2006, neither NVB nor any of its subsidiaries is engaged in any litigation claims
     and/or arbitration, either as plaintiff or defendant, which has a material effect on the financial positions
     of the Company or its subsidiaries, and the Directors of the Company are not aware of any proceedings
     pending or threatened against the Company and its subsidiaries or any facts likely to give rise to any
     proceedings which might materially and adversely affect the financial positions or businesses of the
     Company and/or its subsidiaries.

3.   MATERIAL CONTRACTS

     Save as disclosed below, there are no contracts which are material contracts (not being contracts
     entered into in the ordinary course of business) which have been entered into by NVB and its
     subsidiaries within two (2) years immediately preceding the date of this Circular:

     (i)     Share sale agreement dated 31 January 2005 entered into between NVB and, Thoo Chow Fah,
             Choo Wing Hong, Choo Wing Onn, Lee Tian Yoke, Choo Wing Yew, Choo Wing Leong, Choo
             Wing Kin (collectively known as “Vendors”) (other than Lee Chee Keong and Ee Meng Pin),
             whereby the Vendors (other than Lee Chee Keong and Ee Meng Pin) have agreed to sell to NVB
             6,115,920 ordinary shares of RM1.00 each representing the entire issued and paid-up share
             capital of NVSB for a purchase consideration of RM21,659,055 to be satisfied by the issuance
             of 216,590,550 new NVB Shares at an issue price of RM0.10 per Share;

     (ii)    Share sale agreement dated 31 January 2005 entered into between Lee Chee Keong and NVB,
             whereby Lee Chee Keong has agreed to sell to NVB 125,367 ordinary shares of RM1.00 each
             representing 10% equity interest in NTSB for a purchase consideration of RM137,746 to be
             satisfied by the issuance of 1,377,460 new NVB Shares at an issue price of RM0.10 per Share;

     (iii)   Share sale agreement dated 31 January 2005 entered into between Ee Meng Pin and NVB,
             whereby Ee Meng Pin has agreed to sell to NVB 20,000 ordinary shares of RM1.00 each
             representing 10% equity interest in KPSB for a purchase consideration of RM19,173 to be
             satisfied by the issuance of 191,730 new NVB Shares at an issue price of RM0.10 per Share;

     (iv)    Share sale agreement dated 31 January 2005 entered into between NVB and NVSB, whereby
             NVB has agreed to purchase:

              (a)       1,002,940 ordinary shares comprising 80% of the then entire issued share capital of
                        NTSB;

              (b)       100,000 ordinary shares comprising 100% of the then entire issued share capital of
                        IPSB;

              (c)       40,000 ordinary shares comprising 80% of the then entire issued share capital of
                        DTSB;



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                                                     12
               (d)     160,000 ordinary shares comprising 80% of the then entire issued share capital of
                       KPSB, and

               (e)     180,000 ordinary shares comprising 60% then entire issued share capital of SISB,

               for a total cash consideration of RM1,452,941;

     (v)     Underwriting agreement dated 18 March 2005 entered into between NVB and Hwang-DBS,
             whereby Hwang-DBS has agreed to underwrite 14,000,000 Public Issue Shares for an
             underwriting commission of 1.5% of the Issue Price and management fee of 1% of the Issue
             Price;

     (vi)    Placement agency agreement dated 18 March 2005 entered into between NVB and Hwang-DBS,
             whereby Hwang-DBS has agreed to act as placement agent of NVB in respect of 61,000,000
             Public Issue Shares for a placement fee of 1.5% of the Issue Price and management fee of 1% of
             the Issue Price; and

     (vii)   Sponsorship agreement dated 18 March 2005 entered into between NVB and Hwang-DBS
             whereby NVB appoints Hwang-DBS to act as a sponsor in relation to NVB’s listing on the
             MESDAQ Market for a total fee of RM30,000 per annum.

     (viii) Sale and purchase agreement dated 5 July 2005 entered into between Desa Bunga Sdn Bhd
            (325376-H) and NVB, whereby Desa Bunga Sdn Bhd has agreed to sell and NVB has agreed to
            purchase a piece of vacant industrial land held under HS(D) No 22781 PT No 10649, Mukim
            Kapar Daerah Klang (freehold) measuring approximately 0.809 hectares for a total cash
            purchase consideration of RM1,680,000.

     (ix)    Sale and purchase agreement dated 30 June 2005 entered into between Pacific Paint Sdn Bhd
             (58672-A) and NVB, whereby Pacific Paint Sdn Bhd has agreed to sell and NVB has agreed to
             purchase a piece of vacant industrial land held under HS(D) No 13321 PT No 371, Mukim
             Kapar, Daerah Klang (freehold) measuring approximately 217,909 square feet/20243.7461
             square meter for a total cash purchase consideration of RM3,999,998.

4.   DOCUMENTS FOR INSPECTION

     Copies of the following documents will be available for inspection at the registered office of NVB at
     C15-1, Level 15, Tower C, Megan Avenue II, 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, during
     normal business hours from the date of this Circular to the date of the EGM:

     (a) the existing Memorandum and Articles of Association NVB;
     (b) the audited accounts of NVB and its subsidiaries for the financial years ended 30 September 2004
         and 2005;
     (c) the unaudited quarterly results for the three (3) months period ended 31 December 2005; and
     (d) the material contracts referred to in Section 3 above.




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                                                    13
                                           (Company No: 637546-D)
                           (Incorporated in Malaysia under the Companies Act, 1965)

                      NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of NOTION VTEC BERHAD (“Company
or NVB”) will be held at Kuala Lumpur Golf & Country Club (KLGCC), No. 10, Jalan 70D, Off Jalan Bukit
Kiara, 60000 Kuala Lumpur on Wednesday, 22 March 2006 at 10.00 a.m. or immediately after the conclusion or
adjournment (as the case may be) of the Second Annual General Meeting of the Company which has been
scheduled to be held at the same venue and on the same day at 9.30 a.m., whichever is later, for the purpose of
considering and, if thought fit, with or without modifications, passing the following resolutions:-

1.   SPECIAL RESOLUTION
     Proposed Amendments to Clause 3 of the Memorandum of Association of the Company

     “(i) THAT the existing Clause 3(ii) of the Memorandum of Association of the Company be deleted in
          entirety and replaced with the following :

          Clause 3(ii)

          To acquire any such shares, stocks, debentures, debenture stocks, bonds, notes, obligations or
          securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in
          syndicates or otherwise, and whether or not fully paid up, and to subject to such terms and conditions
          (if any) as may be thought fit, and to exercise and enforce all rights and powers conferred by or
          incident to the ownership of any such shares stock obligations or other securities including without
          prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by
          virtue of the holding by the company of some special proportion of the issued or nominal amount
          thereof, and to also purchase, take on lease or in exchange, or otherwise acquire land and building,
          interest in any land, freehold, leasehold or any other tenure whether situated in Malaysia or elsewhere,
          and any right connected therewith.

     (ii) THAT the existing Clause 3(iii) of the Memorandum of Association of the Company be deleted in
          entirety and replaced with the following :

          Clause 3(iii)

          To act as management, investment, business, technical and/or industrial consultant or adviser and/or
          to provide financial, managerial, supervisory, administrative, management or technical services and
          assistance of any nature whatsoever to any corporation including industrial relations, personnel
          training, business systems and processes and data processing, finance and leasing, planning, taxation,
          insurance, public relations, administration and organization of industry and business.”
2.       ORDINARY RESOLUTION 1

         Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or
         Trading Nature (“Proposed Shareholders’ Mandate”)

         “THAT the Company and its subsidiaries be and are hereby authorized to enter into recurrent related party
         transactions of a revenue or trading nature as specified in Section 2.2.3.2 of the Circular to the shareholders
         dated 28 February 2006, provided that such arrangements and/or transactions which are necessary for the
         Group’s day-to-day operations are undertaken in the ordinary course of business, at arm’s length basis, on
         normal commercial terms which are not more favourable to the Related Parties than those generally
         available to the public and not detrimental to the minority shareholders of the Company.

         THAT such authority shall continue to be in force until:

         (i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time it will
             lapse, unless by a resolution passed at the said AGM, the authority is renewed; or

         (ii) the expiration of the period within which the next AGM after that date is required to be held pursuant
              to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be
              allowed pursuant to Section 143(2) of the Companies Act, 1965); or

         (iii) revoked or varied by resolution passed by the shareholders in general meeting,

         whichever is the earlier.

         AND THAT the Directors of the Company be and are hereby authorized to complete and do all such acts
         and things as they may consider expedient or necessary or in the best interest of the Company to give effect
         to the Proposed Shareholders’ Mandate.”

3.       * ORDINARY RESOLUTION 2

         Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965

         “T H A T pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
         empowered to allot and issue shares in the share capital of the Company at any time until the conclusion of
         the next Annual General Meeting and upon such terms and conditions and for such purposes as the
         Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be
         issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time being,
         subject to the Articles of Association of the Company and approval for the listing of and quotation for the
         additional shares so issued on Bursa Malaysia Securities Berhad (“Bursa Securities”) and other relevant
         bodies where such approval is necessary.”

By Order of the Board

MAH LI CHEN (MAICSA 7022751)
LIM SIEW TING (MAICSA 7029466)

Company Secretaries

Kuala Lumpur
28 February 2006


Notes:

(1) A member entitled to attend and vote at the meeting may appoint another person as his proxy to attend and vote in his
    stead. A proxy may but need not be a member of the Company. If the proxy is not a member, he need not be an
    advocate, an approved company auditor or a person approved by the Registrar of Companies.

(2) A Member may appoint up to three (3) proxies to attend the same meeting. Where a Member appoints two (2) or more
    proxies, the appointment shall not be valid unless the Member specifies the proportion of his shareholding to be
    represented by each proxy.
(3) The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or
    of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an
    officer or attorney duly authorised.

(4) The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a
    notarially certified copy of that power or authority shall be deposited at the Registered Office of the Company at C15-1,
    Level 15, Tower C, Megan Avenue ll, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than forty-eight (48)
    hours before the time for holding of the meeting or adjourned meeting.

(5) *Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965
    The proposed Ordinary Resolution 2, if passed, will empower the Directors from the conclusion of this Extraordinary
    General Meeting, to allot and issue up to a maximum of 10% of the issued share capital of the Company for the time
    being (other than bonus or rights issue) for such purposes as they consider would be in the best interest of the Company.
    This authority, unless revoked or varied at a general meeting, will expire at the next annual general meeting of the
    Company.
THIS PAGE IS INTENTIONALLY LEFT BLANK
                                                                       (Company No: 637546-D)
                                                       (Incorporated in Malaysia under the Companies Act, 1965)

    PROXY FORM
                                                                                                                                                       Number Of Shares Held



    * I/We ........................................................................................................................................................................................................
    of .................................................................................................................................................................................................................
    being a Member(s) o f NOTION VTEC BERHAD (637546-D), hereby appoint #THE CHAIRMAN OF THE
    MEETING or failing him/her….…………………………………………. of……………………………………………
    …………………………. or failing him/her….…………………………………………. of………………………………
    ……………………………………….……………………………………… as *my/our proxy to vote for *me/us on
    *my/our behalf at the Extraordinary General Meeting of the Company to be held at Kuala Lumpur Golf & Country Club
    (KLGCC), No. 10, Jalan 70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Wednesday, 22 March 2006 at 10.00
    a.m. or immediately after the conclusion or adjournment (as the case may be) of the Second Annual General Meeting of the
    Company which has been scheduled to be held at the same venue and on the same day at 9.30 a.m., whichever is later,                                                                                      and
    to vote as indicated below :-
        Resolution                                                                                                                                             For                          Against
        1         Special Resolution
                  Proposed Amendments to Clause 3 of the Memorandum of
                  Association of the Company
        2         Ordinary Resolution 1
                  Proposed Shareholders’ Mandate for Recurrent Related Party
                  Transactions of a Revenue or Trading Nature
        3          Ordinary Resolution 2
                  Authority to Allot Shares Pursuant to Section 132D of the
                  Companies Act, 1965

    Mark either box if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution
    or abstain from voting as the proxy thinks fit. If you appoint two proxies or more and wish them to vote differently
    this should be specified.

    #       If you wish to appoint other person(s) to be your proxy/proxies, kindly delete the words “The Chairman of the Meeting” and insert the
            name(s) of the person(s) desired.
    *       Delete if not applicable.

    Signed this....…...... day of ….….…................ 2006                                                       ………….…….……….………............……. .…….
                                                                                                                   Signature / Common Seal of Shareholder
    Notes:

    (1)     A member entitled to attend and vote at the meeting may appoint another person as his proxy to attend and vote in his stead. A proxy may but
            need not be a member of the Company. If the proxy is not a member, he need not be an advocate, an approved company auditor or a person
            approved by the Registrar of Companies.

    (2)     A Member may appoint up to three (3) proxies to attend the same meeting. Where a Member appoints two (2) or more proxies, the appointment
            shall not be valid unless the Member specifies the proportion of his shareholding to be represented by each proxy.

    (3)     The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly
            authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

    (4)     The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certified copy of
            that power or authority shall be deposited at the Registered Office of the Company at C15-1, Level 15, Tower C, Megan Avenue ll, 12 Jalan
✄




            Yap Kwan Seng, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time for holding of the meeting or adjourned meeting.

    (5)       Authority to Allot Shares Pursuant to Section 132D of the Companies Act, 1965
            The proposed Ordinary Resolution 2, if passed, will empower the Directors from the conclusion of this Extraordinary General Meeting, to allot
            and issue up to a maximum of 10% of the issued share capital of the Company for the time being (other than bonus or rights issue) for such
            purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will
            expire at the next annual general meeting of the Company.
Fold this flap for sealing




Then fold here




                                                                         AFFIX
                                                                         STAMP


                             The Company Secretary
                             NOTION VTEC BERHAD (Company no. 637546-D)
                             C15-1, Level 15, Tower C
                             Megan Avenue II
                             12 Jalan Yap Kwan Seng
                             50450 Kuala Lumpur




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