Minutes of AGM meeting

Minutes of the Twenty-First (“21st ”) Annual General Meeting (“AGM”) of Engtex Group Berhad (“Company”) held at The Ballroom, 2 nd Floor, Mercure Selangor Selayang, B-G-12, Dataran Emerald, Jalan PS 11, Prima Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 26 May 2022 at 11.30 a.m.

 

BOARD OF DIRECTORS :     Dr. Lim Pang Kiam (Chairman)(Independent Director)

Dato’ Ng Hook (Group Managing Director)

Mr. Ng Yik Soon (Executive Director)

Mr. Ng Chooi Guan (Executive Director)

Datin Yap Seng Kuan (Executive Director)

Mr. Ho Sin Kheong (Independent Director)

ABSENT WITH APOLOGY : Dato’ Leanne Koh Li Ann (Independent Director)

IN ATTENDANCE                : Mr. Khoo Chong Keong (Company Secretary) Mr. Kevin Tang (Company Secretary)

BY INVITATION                   : As per invitation list

SHAREHOLDERS               : As per attendance list

 

CHAIRMAN
The Chairman, Dr. Lim Pang Kiam welcomed the members, proxy holders and invited guests to the 21st AGM of the Company.

 

QUORUM
The Secretary confirmed that there was a quorum for the 21st AGM. The Chairman called the Meeting to order at 11.37 a.m.

 

NOTICE
Notice convening the Meeting having been circulated to all members was taken as read.
The Chairman invited the Company Secretary to brief the Meeting on the procedures to be followed in tabling and approving resolutions at the meeting.

  1. TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 

    The Chairman informed that the first item on the Agenda i.e. “To receive the Audited Financial Statements of the Company for the financial year ended 31 December 2021 together with the Reports of Directors’ and Auditors’ thereon” was meant for discussion only as there is no provision in the Company’s Constitution which requires formal approval from shareholders and hence, would not be put forward for voting.

    The Chairman invited question from the floor.

    There being no question, the Chairman declared the Audited Financial Statements for the year ended 31 December 2021 received.

    The Chairman requested for a proposer and seconder for all the proposed 9 motions as stipulated in the Notice of 21st AGM. It was proposed by Ms. Yap May Yein, a proxy holder and seconded by Ms. Wong Sian Yen, a shareholder.
     
  2. PAYMENT OF A FINAL SINGLE TIER DIVIDEND OF 1.0 SEN PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 – Ordinary Resolution 1
    The proposed resolution 1 was on the payment of a final single tier dividend of 1.0 sen per ordinary share for the year ended 31 December 2021.

    The Chairman informed that the dividend will be paid on 1 July 2022 to the entitled shareholders registered in the Record of Depositors as at 15 June 2022.
     
  3. PAYMENT OF DIRECTORS’ FEES AND BENEFITS – Ordinary Resolution 2

    The proposed resolution 2 was on the payment of Directors’ fees and benefits up to RM366,200.00 from this AGM until the next AGM of the Company
    The Chairman informed that the Directors shall abstain from voting on this resolution.
     
  4. RE-ELECTION OF RETIRING DIRECTOR BY ROTATION – Ordinary Resolution 3
    The proposed resolution 3 was on the re-election of Director, Dr. Lim Pang Kiam, retiring in accordance with Article 86 of the Company’s Constitution and being eligible, has offered himself for re-election.
     
  5. RE-ELECTION OF RETIRING DIRECTOR BY ROTATION – Ordinary Resolution 4
    The proposed resolution 4 was on the re-election of Director, Mr. Ng Yik Soon, retiring in accordance with Article 86 of the Company’s Constitution and being eligible, has offered himself for re-election.
     
  6. RE-ELECTION OF RETIRING DIRECTOR BY ROTATION – Ordinary Resolution 5
    The proposed resolution 5 was on the re-election, Dato’ Leanne Koh Li Ann, retiring in accordance with Article 92 of the Company’s Constitution and being eligible, has offered herself for re-election.
     
  7. RE-APPOINTMENT OF AUDITORS – Ordinary Resolution 6
    The proposed Resolution 6 was on the re-appointment of Messrs KPMG PLT as Auditors of the Company until the conclusion of the next AGM and to authorise the Board of Directors to fix their remuneration.
     
  8. AUTHORITY TO ISSUE SHARES - Ordinary Resolution 7
    The proposed resolution 7 was to authorize the Directors to issue shares up to 10% pursuant to Section 75 and 76 of the Companies Act 2016

    “THAT pursuant to Section 75 and 76 of the Companies Act 2016 (“Act”), and subject to the approvals from the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10% of the total number of issued shares of the Company at the time of submission to the authority AND THAT the Directors be and are also hereby empowered to obtain the approval from the Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued AND THAT such authority shall continue in force until the conclusion of the next AGM of the Company.”
     
  9. RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE - Ordinary Resolution 8
    The proposed resolution 8 was to seek the shareholders’ approval for the proposed renewal of shareholders’ mandate (“Proposed Shareholders’ Mandate”) for Engtex Group Berhad and its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature with related parties.

    The Chairman highlighted and confirmed that the interested Directors, Dato’ Ng Hook, Mr. Ng Chooi Guan, Datin Yap Seng Kuan and Mr. Ng Yik Soon had abstained from Board deliberation and had undertaken to ensure that the persons connected with them have abstained and shall abstain from any deliberations and voting in the meeting in relation to the Proposed Shareholders’ Mandate.

    “THAT, the mandate granted by the shareholders of the Company at the 20th AGM held on 27 May 2021 pursuant to paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad, authorizing the Company and its subsidiary (“Engtex Group”) to enter into recurrent transactions of a revenue or trading nature as set out in Section 2.3 (i) of the Circular to Shareholders dated 27 April 2022 with the related parties mentioned therein which are necessary for the Engtex Group’s day-to-day operations, be and is hereby renewed.

    THAT the Engtex Group be and is hereby authorized to enter into the recurrent transactions with the related parties mentioned therein provided that :
    a) the transactions are in the ordinary course of business and on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and
    b) the disclosure will be made in the Annual Report of the breakdown of the aggregate value of the Recurrent Related Party Transactions conducted pursuant to the Proposed Shareholders’ Mandate during the financial year based on the type of Recurrent Related Party Transactions made, the names of the related parties involved in each type of Recurrent Related Party Transactions and their relationships with the Company.
    THAT authority conferred shall continue to be in force until: -

    i) the conclusion of the next AGM of the Company following the forthcoming 21st AGM at which the Proposed Shareholders’ Mandate is approved, at which time it will lapse, unless by a resolution passed at the AGM, the mandate is again renewed;
    ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
    iii) revoked or varied by resolution passed by the shareholders in general meeting,
    whichever is earlier;
    AND THAT the Directors of the Company be and is hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate.”
     
  10. RENEWAL OF SHARE BUY-BACK AUTHORITY – Ordinary Resolution 9
    The proposed resolution 9 was on the Renewal of Share Buy-Back Authority.

    “THAT subject to the Act, the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the approvals of all relevant governmental and/or regulatory authorities (if any), the Company be and is hereby authorized to utilize an amount not exceeding the audited retained profits of the Company as at 31 December 2021 of RM35,490,831.00 to purchase such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company;

    THAT an amount not exceeding the Company’s retained profits be allocated by the Company for the proposed share buy-back;

    THAT authority be and is hereby given to the Directors of the Company to decide at their absolute discretion to either retain the shares so purchased as treasury shares (as defined in Section 127 of the Act) and/or to cancel the shares so purchased and if retained as treasury shares, may resell the treasury shares and/or to distribute them as share dividend and/or subsequently cancel them;

    THAT the authority conferred by this Resolution will be effective immediately upon the passing this Resolution and will expire at:
    i) the conclusion of the next AGM of the Company following the forthcoming 21st AGM at which the Proposed Renewal of Share Buy-Back Authority was passed, at which time it will lapse unless by a resolution passed at a general meeting of the Company, the authority is renewed;
    ii) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or
    iii) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting;

    whichever is the earlier but not so as to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date and in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant governmental and/or regulatory authorities (if any) 

    AND THAT the Directors of the Company be authorized to take all steps necessary to implement, complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Share Buy-Back Authority as may be agreed or allowed by any relevant governmental and/or regulatory authority.”
     
  11. MEETING ADJOURNED FOR POLLLING
    As there was no further business, the Chairman requested shareholders and proxy holders to cast their votes by e-polling

    The meeting was adjourned for 15 minutes to allow the process of votes counting and verification of the poll results by Mega Business Consultancy Division which was appointed by the Company as the Independent Scrutineer.
     
  12. ANNOUNCEMENT OF VOTING RESULTS
    The meeting resumed upon receipt of the results of the poll from the Independent Scrutineer. The Chairman read out the voting results as follows: -

    Based on the aforesaid results, The Chairman declared all Resolutions CARRIED.
     
  13. CONCLUSION
    There being no further business, the Chairman declared the Meeting closed at 12.02 p.m.

    CONFIRMED TRUE RECORD
    DR. LIM PANG KIAM
    CHAIRMAN