IPMUDA BERHAD (22146-T) (Incorporated in Malaysia)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. IPMUDA BERHAD (22146T) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE Notice of the Extraordinary General Meeting of the Company which will be held at Symphony 1, 1 st Floor, Symphony Suites, No: 41 Lapangan Symphony Business Park, Jalan Lapangan Symphony, Ipoh, Perak Darul Ridzuan, Malaysia on Thursday 25 May 2017 at a.m, or immediately after the conclusion or adjournment (as the case may be) of the 42 nd Annual General Meeting of the Company, which will be held at the same venue and on the same day at a.m., whichever is later, or at any adjournment thereof, together with the Form of Proxy are enclosed with this Circular. The Form of Proxy must be deposited at the Registered Office of the Company at Bangunan Ipmuda, 12 Jalan Datoh, Ipoh, Perak Darul Ridzuan, Malaysia, not less than 48 hours before the time appointed 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. This Circular is dated 08 May 2017

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: AGM EGM Audit Committee Ipmuda or the Company Ipmuda Group Bursa Malaysia Listing Requirements of Bursa Malaysia Major Shareholder Proposed Shareholders Mandate Recurrent Related Party Transactions Related Party(ies) Related Transacting Parties RM and sen : : : : : : : : : : : : : Annual General Meeting Extraordinary General Meeting Audit Committee of Ipmuda Ipmuda Berhad Ipmuda and its subsidiaries Bursa Malaysia Securities Berhad Main Market Listing Requirements of Bursa Malaysia A person includes any person who is or was within the preceding 6 months of the date on which the terms of the were agreed upon, has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is: a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company. For the purpose of this definition, interest in shares shall have the meaning given in Section 8 of the Companies Act, Proposed renewal and new shareholders mandate from the shareholders of the Company pursuant to Paragraph of the Listing Requirements Transactions of a revenue or trading nature which are necessary for the daytoday operations entered into by Ipmuda and its subsidiaries with the Related Party in the ordinary course of business which involves the interest, direct or indirect, of a Related Party. A Director, major shareholder or person connected with such Director or major shareholder as defined under the Listing Requirements. The parties transacting with the Ipmuda Group pursuant to the Recurrent Related Party Transactions for which the Proposed Shareholders Mandate is being sought. Ringgit Malaysia and sen respectively. i

3 CONTENTS LETTER TO SHAREHOLDERS OF IPMUDA BERHAD CONTAINING: SECTION PAGE 1. INTRODUCTION 1 2. DETAILS OF PROPOSED SHAREHOLDERS MANDATE Shareholders Mandate Details of Recurrent Related Party Transactions Amount Due and Owing Under Recurrent Related Party Transactions Review Procedures for Recurrent Related Party Transactions Statement by Audit Committee Validity Period of the Proposed Shareholders Mandate Disclosure of Recurrent Related Party Transactions Conditions of the Proposed Shareholders Mandate RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS MANDATE EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION 21 APPENDIX I ADDITIONAL INFORMATION 22 NOTICE OF EGM FORM OF PROXY Enclosed Enclosed ii

4 IPMUDA BERHAD (22146T) (Incorporated in Malaysia) Registered Office: Bangunan Ipmuda 12 Jalan Datoh Ipoh Perak Darul Ridzuan Malaysia 08 May 2017 Board of Directors: Tan Sri Abu Sahid bin Mohamed (Executive Chairman) Dato Abu Talib bin Mohamed(Deputy Chairman) Dato Maarof bin H.A. Rahman (Senior Independent NonExecutive Director) Dato Ahmad Bakri bin Shabdin (Independent NonExecutive Director) Dato Yap Wee Leong (NonIndependent NonExecutive Director) Encik Mohd Faiq bin Abu Sahid (NonIndependent NonExecutive Director) To: The Shareholders of Ipmuda Berhad Dear Sir/Madam PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION At the Company s Extraordinary General Meeting held on 23 May 2016, the Company had obtained a shareholders mandate for the Company and its subsidiaries to enter into recurrent related party s of a revenue or trading nature which are necessary for its daytoday operations and are in the ordinary course of business of the Ipmuda Group. The said shareholders mandate shall lapse at the conclusion of the forthcoming 42 nd AGM to be held on 25 May On 26 April 2017, the Board of Directors announced that the Company is proposing to seek the approval of the shareholders for the Proposed Shareholders Mandate. The purpose of this Circular is to provide you with details of the Recurrent Related Party Transactions and to seek your approval for the ordinary resolution pertaining to the Proposed Shareholders Mandate to be tabled at the forthcoming EGM of the Company. 1

5 2. DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 Shareholders Mandate Under Paragraph of the Listing Requirements, a listed issuer may seek a shareholders mandate in respect of recurrent related party s involving recurrent s of a revenue or trading nature which are necessary for its daytoday operations subject to, interalia, the following: i) the s are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; ii) the shareholders mandate is subject to the annual renewal and disclosure is made in the annual report of the aggregate value of s conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the following threshold: a) the consideration, value of the assets, capital outlay or costs of the s is equal to or exceeds RM1.0 million; or b) the percentage ratio of such s is equal to or exceeds 1%; whichever is higher. iii) iv) the issuing of circular to shareholders for the shareholders mandate, the contents of which shall include information set out in the Listing Requirements; and in a meeting to obtain the shareholders mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution approving the s. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the s. 2.2 Details of the Recurrent Related Party Transactions The principal activity of Ipmuda is trading and distribution of building materials. The subsidiaries and associated companies of Ipmuda as at 15 April 2017 and their respective principal activities are as follows: Effective Equity Country of Interest Name Incorporation Held (%) Principal Activities Subsidiaries of Ipmuda Armor Master Sdn Bhd Malaysia Investment holding Artilin Sdn Bhd Malaysia Dormant Better Living Grand Sdn Bhd Malaysia Trading in home improvement materials 2

6 Effective Equity Country of Interest Name Incorporation Held (%) Principal Activities Control Instruments (M) Malaysia Constructing and Sdn Bhd assembling industrial control instruments and engineering equipment Eager Vest Sdn Bhd Malaysia Investment holding Edaran MajuMuda Sdn Bhd Malaysia Trading in steel products Edar Steel Resources Malaysia Trading of building Sdn Bhd materials Global Allied Sdn Bhd Malaysia Trading in heavy steel products Glorious Future Sdn Bhd Malaysia Investment holding Homemart Distribution Malaysia Provision of warehousing Centre Sdn Bhd services Homemart Warehousing Malaysia Dormant Sdn Bhd Ipmuda Architectural Malaysia Trading in architectural Products Sdn Bhd hardware Ipmuda Borneo Sdn Bhd Malaysia Trading in building materials Ipmuda Building Materials Malaysia Dormant Sdn Bhd Ipmuda Dagangan Sdn Bhd Malaysia Dormant Ipmuda Edar Sdn Bhd Malaysia Trading in fuel oil & lubricant products Ipmuda Construction and Malaysia Contractors & trading in Engineering Sdn Bhd construction materials Ipmuda Lanco Sdn Bhd Malaysia Wholesale & retail of building materials (ceased operations) Ipmuda Buildermart Sdn Bhd Malaysia Trading in building materials Ipmuda Selatan Sdn Bhd Malaysia Trading in building materials 3

7 Effective Equity Country of Interest Name Incorporation Held (%) Principal Activities Ipmuda Tiles & Sanitarywares Malaysia Trading in tiles, marble Sdn Bhd & sanitarywares products Ipmuda Timuran Sdn Bhd Malaysia Trading in building materials Ipmuda Tradelinks Sdn Bhd Malaysia Trading agency & exporters (ceased operations) Ipmuda Trading Pte Ltd Singapore Trading in building materials (ceased operations) Ipmuda Utara Sdn Bhd Malaysia Trading in building materials Ipmuda Hias Sdn Bhd Malaysia Provision of interior fitout works and services (ceased operations) Ipmuda Amanjaya Quarry Sdn Malaysia Dormant Bhd Ipmuda Realty Sdn Bhd Malaysia Dormant Ipmuda Mulu Sdn Bhd Malaysia Trading in building materials Johnson Pacific Pte Ltd Singapore Specialist contractor in fluid engineering systems Modular Equity Sdn Bhd Malaysia Investment holding Perak Metal Industries Malaysia Dormant Sendirian Berhad Perfect Furniture Fittings Malaysia Dormant Systems Sdn Bhd Ipmuda Properties Malaysia Property development Sdn Bhd RosetBLG Sdn Bhd Malaysia Letting of properties and manufacture& sale of furniture Roset Interiors Sdn Bhd Malaysia Supply & installation of home fittings 4

8 Effective Equity Country of Interest Name Incorporation Held (%) Principal Activities Roset Properties Sdn Bhd Malaysia Dormant Sitolly Co. Sdn Bhd Malaysia Dormant Summit Management & Malaysia Dormant Contracts Sdn Bhd Toriki Metal Engineering Malaysia Property holding Sdn Bhd Uniherbal Sdn Bhd Malaysia Trading/distribution of healthcare products (ceased operations) Victory Rally Sdn Bhd Malaysia Property holding The associated companies of Ipmuda are set out below: Effective Equity Country of Interest Name Incorporation Held (%) Principal Activities Associated companies of Ipmuda Budimex Sdn Bhd Malaysia Trading agency of building materials (ceased operations) It is anticipated that the companies within the Ipmuda Group would, in the ordinary course of business, enter into the recurrent related party s and it is likely that such s will occur with some degree of frequency and could arise at any time. To eliminate the need to announce and to convene separate general meetings on each occasion to seek prior approval of shareholders for the Recurrent Related Party Transactions, the Board proposes to seek the mandate of Ipmuda s shareholders for the Recurrent Related Party Transactions with the following Related Transacting Parties, details of which are set out below: 5

9 a) Renewal for the Recurrent Related Party Transactions disclosed in the Circular to Shareholders dated 06 May 2016 Name of Company within the Ipmuda Group involved in the Related Transacting Party Nature of Related Party Interested Director, major shareholder and person connected Nature of relationship as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Ipmuda Berhad (IB) IB ASM Properties Sdn Bhd (ASM Properties) ASM Properties Rental of office space inclusive of service charges at Menara Maju Perdana from ASM Properties (Note 4) Supply of building materials, sanitarywares, bathroom accessories and other related materials to ASM Properties Tan Sri Abu Sahid bin Mohamed (Tan Sri Abu Sahid), Maju Holdings Sdn Bhd (MHSB), Dato Abu Talib bin Mohamed (Dato Abu Talib), Puan Sri Noor Azrina binti Mohd Azmi (Puan Sri Noor Azrina), Mohd Faiq bin Abu Sahid (Mohd Faiq), Ruthlene binti Abu Sahid (Ruthlene) and * Dato Mohd Azmi bin Mohd Amin (Dato Azmi) Tan Sri Abu Sahid, MHSB, Dato Abu Talib, Puan Sri Noor Azrina, Mohd Faiq, Ruthlene and * Dato Azmi Tan Sri Abu Sahid is the Executive Chairman and a major shareholder of IB by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is the Group Executive Chairman and a major shareholder of ASM Properties holding 99.99% direct interest. Dato Abu Talib is the Deputy Chairman of IB. Tan Sri Abu Sahid and Dato Abu Talib are brothers. Puan Sri Noor Azrina a director of ASM Properties is the daughter of Dato Azmi and spouse of Tan Sri Abu Sahid. She holds 0.69% direct interest in IB and 1 share (negligible) in ASM Properties. Mohd Faiq a director of IB and ASM Properties is the son of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid. * Dato Azmi, a former director of IB and ASM Properties who resigned on is the fatherinlaw of Tan Sri Abu Sahid and father of Puan Sri Noor Azrina. 732,690 1,000,000 6 Actual Value transacted from 23 May 2016 to 15 April 2017(Latest Practical Date) 564,350 Nil from 25 May 2017 to the date of the next AGM (Note 1) 732,690 1,000,000

10 Name of Company within the Ipmuda Group involved in the Related Transacting Party IB Maju Holdings Sdn Bhd (MHSB) Nature of Supply of building materials to MHSB Related Party Interested Director, major shareholder and person connected Tan Sri Abu Sahid, MHSB, Dato Abu Talib, Puan Sri Noor Azrina, Mohd Faiq, Amro F F A H Alkhadra (Amro), Ruthlene (Ruthlene) and * Dato Azmi Nature of Relationship Tan Sri Abu Sahid is the Executive Chairman and a major shareholder of IB by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. Tan Sri Abu Sahid is also the Group Executive Chairman of MHSB. Dato Abu Talib is the Deputy Chairman of IB. Tan Sri Abu Sahid and Dato Abu Talib are brothers. Puan Sri Noor Azrina, a substantial shareholder of MHSB holding 9% direct interest, is the spouse of Tan Sri Abu and daughter of Dato Azmi. She holds 0.69% direct interest in IB. Mohd Faiq, director of IB is the managing director of MHSB and the son of Tan Sri Abu Sahid. Amro, a director of MHSB is the soninlaw of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid and spouse of Amro. * Dato Azmi, a former director of IB who resigned on is the fatherinlaw of Tan Sri Abu Sahid and father of Puan Sri Noor Azrina. 7 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 30,000, ,330 30,000,000

11 Name of Company within the Ipmuda Group involved in the Ipmuda Edar Sdn Bhd (Ipmuda Edar) Ipmuda Edar Related Transacting Party Perfect Channel Sdn Bhd (PCSB) Perfect Wiremakers Sdn Bhd (PWM) Nature of Supply of industrial lubricant and fuel oil to PCSB Supply of industrial lubricant and fuel oil to PWM Related Party Interested Director, major shareholder and person connected Tan Sri Abu Sahid, MHSB, Dato Abu Talib, Mohd Faiq, Ruthlene and *Dato Azmi Tan Sri Abu Sahid, MHSB, Dato Abu Talib, Mohd Faiq, Ruthlene and *Dato Azmi Nature of Relationship Tan Sri Abu Sahid is the Executive Chairman, major shareholder of IB and a deemed major shareholder of Ipmuda Edar by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is a deemed major shareholder of PCSB and PWM by virtue of his 91% direct interest in MHSB which in turn owns 49% direct interest in PCSB and 15.82% direct interest in Kinsteel Bhd which in turn owns a direct interest of 51% in PCSB. PCSB in turn owns 99.99% direct interest in PWM. Tan Sri Abu Sahid is also the Group Executive Chairman of MHSB. Dato Abu Talib is the Deputy Chairman of IB. Tan Sri Abu Sahid and Dato Abu Talib are brothers. Mohd Faiq a director of IB and managing director of MHSB is the son of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid. * Dato Azmi, a former director of IB who resigned on is the fatherinlaw of Tan Sri Abu Sahid. 8 as disclosed in the preceding year s Circular to Shareholders dated 06 May ,500, ,000 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) 279,800 12,510 from 25 May 2017 to the date of the next AGM (Note 1) 800, ,000

12 Name of Company within the Ipmuda Group involved in the Related Transacting Party IB ASM Development Sdn Bhd (ASMD) Nature of Supply of building materials to ASMD Related Party Interested Director, major shareholder and person connected Nature of relationship Tan Sri Abu Sahid, MHSB, Dato Yap Wee Leong (Dato Yap), Mohd Faiq, Amro, Ruthlene and * Dato Azmi Tan Sri Abu Sahid is the Executive Chairman, major shareholder of IB by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is also a director and deemed major shareholder of ASMD by virtue of it being a 100% subsidiary of Maju Assets Sdn Bhd which in turn is a 100% subsidiary of MHSB. Mohd Faiq, director of IB is also a director of ASMD and Managing Director of MHSB. He is the son of Tan Sri Abu Sahid. Dato Yap Wee Leong a director of IB is the Executive Director of ASMD. Amro, a director of MHSB is the soninlaw of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid and spouse of Amro. * Dato Azmi, a former director of IB who resigned on is the fatherinlaw of Tan Sri Abu Sahid. 9 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 1,000,000 56,728 1,000,000

13 Name of Company within the Ipmuda Group involved in the Edaran Maju Muda Sdn Bhd (EMM) Related Transacting Party D3 Technology Solutions Sdn Bhd (D3 Technology) Nature of Purchase of D3 chemicals for use in the palmoil mills from D3 Technology Related Party Interested Director, major shareholder and person connected Dato Abu Talib, Tan Sri Abu Sahid, MHSB, To Puan Mushirah binti Khalid (To Puan), Muammar Gadaffi bin Abu Talib (MAG), Abu Rejaii bin Abu Talib (Abu Rejaii), Shahir bin Abu Talib (Shahir) and Farah Diba binti Abu Talib (Farah Diba) Nature of Relationship Dato Abu Talib, Deputy Chairman of Ipmuda Berhad (IB) is a director of D3 Technology. Tan Sri Abu Sahid is the Executive Chairman, major shareholder of IB and a deemed major shareholder of EMM by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. Dato Abu Talib and Tan Sri Abu are brothers. MAG a director of D3 Technology is a major shareholder of D3 Technology by virtue of his 20% direct interest in D3 Technology. To Puan is a major shareholder of D3 Technology by virtue of her 40% direct interest in D3 Technology. To Puan is the spouse of Dato Talib. Abu Rejaii, Shahir and Farah Diba are major shareholders of D3 Technology by virtue of their respective 20.00% direct interest in D3 Technology. MAG, Abu Rejaii, Shahir and Farah are the children of Dato Abu Talib. 10 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 13,500,000 Nil Nil (Note 2)

14 Name of Company within the Ipmuda Group involved in the Related Transacting Party IB Golden Base Construction Sdn Bhd (Golden Base) Nature of Supply of building materials to Golden Base Related Party Interested Director, major shareholder and person connected Dato Yap Wee Leong, Yap Hon Kee, Yap Wai Chyuan and Kong Yuem Mei Nature of Relationship Dato Yap Wee Leong a director of IB is a major shareholder of Golden Base by virtue of his 80% direct interest. Yap Hon Kee, son of Dato Yap is also a major shareholder of Golden Base by virtue of his 20% direct interest. Yap Wai Chyuan a director of Golden Base is the brother of Dato Yap. Kong Yuem Mei a director of Golden Base is the sisterinlaw of Dato Yap. 11 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017(Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 5,000,000 42,402 5,000,000

15 Name of Company within the Ipmuda Group involved in the Related Transacting Party IB Perfect Channel Sdn Bhd (PCSB) Nature of Purchase of steel bars from PCSB Related Party Interested Director, major shareholder and person connected Tan Sri Abu Sahid, MHSB, Dato Abu Talib, Ruthlene and * Dato Mohd Azmi Nature of relationship Tan Sri Abu Sahid is the Executive Chairman and major shareholder of IB virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is a deemed major shareholder of PCSB by virtue of his 91% direct interest in MHSB which in turn owns 49% direct interest in PCSB and 15.82% direct interest in Kinsteel Bhd which in turn owns a direct interest of 51% in PCSB. Tan Sri Abu Sahid is also the Group Executive Chairman of MHSB. Dato Abu Talib is the Deputy Chairman of IB. Tan Sri Abu Sahid and Dato Abu Talib are brothers. Mohd Faiq, director of IB is the Managing Director of MHSB and the son of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid. * Dato Azmi, a former director of IB who resigned on is the fatherinlaw of Tan Sri Abu Sahid. 12 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 2,000,000 Nil 2,000,000

16 Name of Company within the Ipmuda Group involved in the Ipmuda Realty Sdn Bhd (Ipmuda Realty) Related Transacting Party ASM Development Sdn Bhd (ASMD) Nature of Provide marketing services to ASMD for its Maju Kuala Lumpur project Related Party Interested Director, major shareholder and person connected Nature of relationship Tan Sri Abu Sahid, MHSB, Dato Yap Wee Leong (Dato Yap), Mohd Faiq, Amro, Ruthlene and * Dato Azmi Tan Sri Abu Sahid is the Executive Chairman, major shareholder of IB and a deemed major shareholder of Ipmuda Realty by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is also a director and deemed major shareholder of ASMD by virtue of it being a 100% subsidiary of Maju Assets Sdn Bhd which in turn is a 100% subsidiary of MHSB. Mohd Faiq, director of IB is also a director of ASMD. He is the son of Tan Sri Abu Sahid. Dato Yap Wee Leong a director of IB is the Executive Director of ASMD. Amro, a director of MHSB is the soninlaw of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid and spouse of Amro. *Dato Azmi, a former director of IB who resigned on is the fatherinlaw of Tan Sri Abu Sahid. 13 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) from 25 May 2017 to the date of the next AGM (Note 1) 5,000,000 Nil Nil (Note 2)

17 b) New Recurrent Related Party Transactions Name of Company within the Ipmuda Group involved in the Related Transacting Party Nature of Ipmuda Tiles & Sanitarywares Sdn Bhd (ITS) ASM Development (KL) Sdn Bhd [ASMD (KL)] Supply of building materials to ASMD (KL) IB ASMD (KL) Supply of building materials to ASMD (KL) Related Party Interested Director, major shareholder and person connected Tan Sri Abu Sahid, MHSB, Dato Yap Wee Leong (Dato Yap), Mohd Faiq, Amro and Ruthlene Tan Sri Abu Sahid, MHSB, Dato Yap Wee Leong (Dato Yap), Mohd Faiq, Amro and Ruthlene Nature of Relationship Tan Sri Abu Sahid is the Executive Chairman, major shareholder of IB and a deemed major shareholder of ITS by virtue of his 91% direct interest in MHSB which is a major shareholder of IB holding 22.03% direct interest. He is also a director and deemed major shareholder of ASMD (KL) by virtue of it being a 100% subsidiary of MHSB. Mohd Faiq, is a director of IB and ASMD (KL) and Managing Director of MHSB. He is the son of Tan Sri Abu Sahid. Dato Yap Wee Leong is a director of IB and ASMD (KL). Amro, a director of MHSB is the soninlaw of Tan Sri Abu Sahid. Ruthlene a shareholder of IB with 0.28% direct interest is the daughter of Tan Sri Abu Sahid and spouse of Amro. 14 as disclosed in the preceding year s Circular to Shareholders dated 06 May 2016 Nil Nil Actual Value transacted from 23 May 2016 to 15 April 2017 (Latest Practical Date) Nil Nil from 25 May 2017 to the date of the next AGM (Note 1) 100,000 (Note 3) 100,000 (Note 3)

18 Note 1: The estimated value of the s from the date of the EGM to the next AGM (tentatively end May 2018) are based on the s and/or management estimates. Due to the nature of the s, the actual value of the s may vary from the estimated values disclosed. Note 2: Renewal of shareholders mandate will not be sought for this. Note 3: These s are new s not covered under the previous mandate Note 4: Brief description on rental of properties Related Transacting Parties Description of Property of building Monthly rental inclusive of service charges Tenure ASM Properties Rental of office premises (measuring up to 17,445 sq.ft.) at 9 th Floor Menara Maju Perdana located at 1001 Jalan Sultan Ismail, Kuala Lumpur RM61, Tenancy Term of 1 year from 01 June 2017 to 30 June

19 2.3 Amount due and owing by Related Parties pursuant to the Recurrent Related Party Transactions The breakdown of the principal sum for the total outstanding amount due and owing to Ipmuda Group under the Recurrent Related Party Transactions as disclosed in Section 2.2 of this Circular which exceeded the credit terms as at 15 April 2017 are as follows: Transacting Parties Paragraph 1 year or less ASM Development Sdn Bhd Outstanding Related Party Receivables exceeded credit terms as at 15 April 2017, RM More than 1 to 3 years More than 3 to 5 years More than 5 years Total (i) below 119, , ,385 Maju Holdings Sdn Bhd (i) below 404, ,077 1,379,287 PFC Engineering Sdn Bhd (ii) below 147, , ,091 PFCE Dagang Sdn Bhd (ii) below 6,326,907 6,326,907 Gabungan Granite (Terengganu) Sdn Bhd Golden Base Construction Sdn Bhd (iii) below 139, , ,164 (iv) below 42, , ,270 Perfect Channel Sdn Bhd (v) below 131, , ,882 1,562,213 6,928, ,072 9,608,957 As at todate, late payment charges to the related parties above (other than those disclosed below) are yet to be determined. As with other non RRPTs trade receivables, the late payment charges/interest will only be determined upon settlement of the principal sum, the quantum of which will be decided/negotiated on case to case basis after taking into account interalia the following: Length of business relationship Volume of existing and potential trade Other benefits to be derived from continuous business relationship. In respect of recoverability of the aforesaid outstanding amounts due and owing: (i) (ii) Maju Holding Sdn Bhd ( MHSB ) and its subsidiaries had from April 2016 to August 2016, settled a total principal sum of RM22,724,300 and a negotiated interest of RM2,486,105 to the Group in cash. PFC Engineering Sdn Bhd ( PFCE ) and its subsidiary, PFCE Dagang Sdn Bhd has worked out with the Group an instalment plan to fully repay their debts together with a negotiated interest of RM820,137 to the Group in 24 instalments, the first instalment being in April 2017 and the last in March The Group has received the first instalment payment on 26 April (iii) The shareholders of Gabungan Granite (Terengganu) Sdn Bhd had finalised the disposal of its business to a third party. Amounts totalling to RM324,034 was received and the remaining balance of RM594,164 would be settled by October 2019 via 30 monthly instalments. (iv) Golden Base Construction Sdn Bhd ( Golden Base ) have settled a total sum of RM494,416 of its debts exceeded credit terms for over a year. The balance sum of RM294,869 would be fully settled in May (v) Perfect Channel Sdn Bhd had agreed to fully settled their debts in 4 equal instalments by August

20 The management monitors and analyses the outstanding amounts on regular basis, has and will continuously meet and discuss with the debtors for early settlement of the outstanding amounts. The Board is of the opinion that the outstanding amounts stated under (i), (ii), (iii), (iv) and (v) are recoverable as the debtors have always settled their debts albeit over an extended period of time. 2.4 Review Procedures for Recurrent Related Party Transactions To ensure that the Recurrent Related Party Transactions are conducted at arms length and are undertaken on prices and on normal commercial terms which are not more favourable to the Related Party(ies) than those generally available to the public and that they will not be detrimental to the minority shareholders, the Management will continue to review and/or monitor these s to ensure that they are negotiated and entered into on arm s length willing buyer willing seller basis and consistent with the Ipmuda Group s usual prudent business practices and policies to maximise profit or minimise cost, taking into consideration the competitiveness in pricing, standard and quality of the products, experience, track record and competence, availability of stock, resources and personnel and prevailing market conditions. The pricing of the products shall be determined based on usual commercial terms, business practices and policies or otherwise in accordance with other applicable industry norms/considerations. The management has adopted the following methods and procedures to ensure that the RRPTs are undertaken at prices and terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders: i) A list of Related Party(ies) will continue to be circulated to the companies within the Ipmuda Group to notify that all s with Related Party(ies) are required to be undertaken on arm s length basis and on normal commercial terms and on terms not more favourable to the Related Party(ies) than those generally available to the public. ii) iii) iv) Records will continue to be maintained to capture all Recurrent Related Party Transactions. All Recurrent Related Party Transactions will continue to be reviewed by the Audit Committee periodically and thereafter report to the Board. The external auditors will continue to review all Recurrent Related Party Transactions as part of the audit programme and report their findings to the Audit Committee. v) Where any director has an interest (direct or indirect) in any related party s, such director shall abstain from voting on the matter. Where any member of the Audit Committee is interested in any, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such s. vi) Where practical or feasible, quotations will be obtained from third parties to ascertain appropriate prices. As such, at least 2 other contemporaneous s with unrelated third parties for similar products/services and/or quantities will be used as comparison, to determine whether the price and terms offered to/by the Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the price will be determined in accordance with the usual margin and usual business practices of the Ipmuda Group and the Recurrent Related Party Transactions are not detrimental to the Ipmuda Group. There are no specific thresholds for approval of the Recurrent Related Party Transactions within the Ipmuda Group. However, all Recurrent Related Party Transactions are subject to the approval of the Chief Executive Officer, subject to the provisions of the Listing Requirements and/or the Act, where necessary. 17

21 2.5 Statement by Audit Committee The Audit Committee is of the view that the procedures on the Recurrent Related Party Transactions as set out in Section 2.4 above are sufficient to ensure that Recurrent Related Party Transactions will be made in accordance with the Company s prudent business practices and policies and on terms which are not more favourable to the Related Party(ies) than those generally available to the public and will not be to the detriment of the minority shareholders, and hence, will not be prejudicial to the shareholders or disadvantageous to the Company. The Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner, and such procedures and processes are reviewed on an annual basis or whenever the need arises. 2.6 Validity Period of the Proposed Shareholders Mandate If approved at the forthcoming EGM, the Proposed Shareholders Mandate is subject to annual review. In this respect, any authority conferred by the Proposed Shareholders Mandate shall only continue to be in force until: a) the conclusion of the next AGM of the Company following the forthcoming EGM at which such Proposed Shareholders Mandate was passed, at which time it shall lapse, unless by resolution passed at a general meeting whereby the authority is renewed; or b) the expiration of the period within which the next AGM of the Company is required to be held under Section 340(2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act, 2016); or c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is earlier. Thereafter, shareholders approval will be sought for the renewal of such mandate at each subsequent shareholders meeting. 2.7 Disclosure of Recurrent Related Party Transactions Disclosure will be made in the annual report of the Company of the aggregate value of Recurrent Related Party Transactions conducted pursuant to the Proposed Shareholders Mandate during the financial year with a breakdown of the aggregate value of the Recurrent Related Party Transactions based on the type, the names of the related parties involved and their relationship with the Company. Disclosure will be made in the annual reports for subsequent financial years during the period the Proposed Shareholders Mandate remains in force. 2.8 Conditions of the Proposed Shareholders Mandate The Proposed Shareholders Mandate is conditional upon the approval of the shareholders of Ipmuda being obtained at the forthcoming EGM. 3 RATIONALE AND BENEFITS FOR THE PROPOSED SHAREHOLDERS MANDATE The Recurrent Related Party Transactions to be entered into by the Ipmuda Group are all in the ordinary course of business. They are recurring s of a revenue or trading nature which are likely to occur with some degree of frequency and, with the exception of the rental of premises and machineries, arise at any time and from time to time. These Recurrent Related Party Transactions may be constrained by the timesensitive nature and confidentiality of such s, and it may be impractical to seek shareholders approval on a case by case basis before entering into such Recurrent Related Party Transactions. As such, the Board is seeking a shareholders mandate pursuant to Paragraph of the Listing Requirements for the Recurrent Related Party Transactions described herein to allow the Ipmuda Group to enter into such recurrent s made on an arm s length basis and on normal commercial terms and which are not detrimental to the interests of the minority shareholders. 18

22 By obtaining the Proposed Shareholders Mandate and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders approval as and when such Recurrent Related Party Transactions occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the Ipmuda Group or adversely affecting the business opportunities available to the Ipmuda Group. The Recurrent Related Party Transactions entered into with the related parties are intended to meet the business needs of the Ipmuda Group. To the Ipmuda Group, the related parties are reliable business partners. Transacting with the related parties also enhances the ability to explore beneficial business opportunities within the Ipmuda Group, which will be of benefit to all the companies within the Ipmuda Group. In most instances, the close relationship and cooperation between the Ipmuda Group and the related parties would result in the following: a) better communication and understanding of the Ipmuda Group s business needs resulting in the Ipmuda Group being able to better fulfill its customers demands and become more competitive in the building materials industry and create additional network of marketing and distribution operations for the Ipmuda Group. b) ensure timely delivery and sale and purchase of building materials, commitment and reliability of quality building materials for the Ipmuda Group in order to ensure the smooth operation of the daytoday business of the Ipmuda Group. The rental of the office space serves as the corporate office of the Ipmuda Group. 4. EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is not expected to have any effect on the issued and paidup capital, net assets and earnings per share of the Ipmuda Group. 5. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS As at 19 April 2017, the direct and indirect interests of the interested Directors, Major Shareholders and persons connected to them are as follows: No. of Shares Held Interested Director Direct Interest % Indirect Interest % Tan Sri Abu Sahid bin Mohamed Dato Abu Talib bin Mohamed Dato Yap Wee Leong Mohd Faiq bin Abu Sahid (iv) Dato Mohd Azmi bin Mohd Amin (former Director who resigned on ) 6,667, ,662,000 (i) 500,000 (iii) Interested Major Shareholder Tan Sri Abu Sahid bin Mohamed Maju Holdings Sdn Bhd 6,667,300 15,962, ,662,000 (i) Persons Connected to Director Puan Sri Noor Azrina binti Mohd Azmi (ii) Ruthlene binti Abu Sahid (v) Amro F F A H Alkhadra (vi) To Puan Mushrihah binti Khalid (vii) Muammar Gadaffi bin Abu Talib (viii) Abu Rejaii bin Abu Talib (viii) Shahir bin Abu Talib (viii) Farah Diba binti Abu Talib (ix) Yap Hon Kee (x) Yap Wai Chyuan (xi) Kong Yuem Mei (xii) 500, ,

23 Notes: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) Deemed interested by virtue of his 91% shareholdings in Maju Holdings Sdn Bhd and his spouse, Puan Sri Noor Azrina binti Mohd Azmi, and child i.e. Ruthlene binti Abu Sahid s shareholdings. Spouse of Tan Sri Abu Sahid bin Mohamed and daughter of Dato Mohd Azmi bin Mohd Amin. Deemed interested by virtue of his daughter, Puan Sri Noor Azrina binti Mohd Azmi s shareholding. Son of Tan Sri Abu Sahid bin Mohamed. Daughter of Tan Sri Abu Sahid bin Mohamed and spouse of Amro F F A H Alkhadra. Spouse of Ruthlene binti Abu Sahid and soninlaw of Tan Sri Abu Sahid bin Mohamed. Spouse of Dato Abu Talib bin Mohamed. Son of Dato Abu Talib bin Mohamed. Daughter of Dato Abu Talib bin Mohamed. Son of Dato Yap Wee Leong. Brother of Dato Yap Wee Leong. Sisterinlaw of Dato Yap Wee Leong. The interests of Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Encik Mohd Faiq bin Abu Sahid and Dato Yap Wee Leong in the Recurrent Related Party Transactions are set out in Section 2.2 of this Circular. Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Encik Mohd Faiq bin Abu Sahid and Dato Yap Wee Leong being interested Directors, have abstained and will continue to abstain from deliberation and voting at the relevant Board Meetings in relation to the Proposed Shareholders Mandate in respect of the Recurrent Related Party Transactions. They and persons connected with them namely Puan Sri Noor Azrina binti Mohd Azmi, Ruthlene binti Abu Sahid, Amro F F A H Alkhadra, Maju Holdings Sdn Bhd, To Puan Mushrihah binti Khalid, Muammar Gadaffi bin Abu Talib, Abu Rejaii bin Abu Talib, Shahir bin Abu Talib, Farah Diba binti Abu Talib, Yap Hon Kee, Yap Wai Chyuan and Kong Yuem Mei will abstain from voting in respect of their direct and/or indirect shareholdings in Ipmuda on the ordinary resolution pertaining to the Proposed Shareholders Mandate in respect of the Recurrent Related Party Transactions at the forthcoming EGM. Tan Sri Abu Sahid bin Mohamed and Maju Holdings Sdn Bhd being interested major shareholders will also abstain from voting in respect of their direct and/or indirect shareholdings in Ipmuda on the ordinary resolution pertaining to the Proposed Shareholders Mandate in respect of the Recurrent Related Party Transactions at the forthcoming EGM. Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Encik Mohd Faiq bin Abu Sahid and Dato Yap Wee Leong have undertaken to ensure that persons connected to them namely Puan Sri Noor Azrina binti Mohd Azmi, Ruthlene binti Abu Sahid, Amro F F A H Alkhadra, To Puan Mushirah binti Khalid, Muammar Gadaffi bin Abu Talib, Abu Rejaii bin Abu Talib, Shahir bin Abu Talib, Farah Diba binti Abu Talib, Yap Hon Kee, Yap Wai Chyuan and Kong Yuem Mei shall abstain from voting in respect of their direct and/indirect shareholdings in Ipmuda on the ordinary resolution pertaining to the Proposed Shareholders Mandate in respect of the Recurrent Related Party Transactions at the forthcoming EGM. Maju Holdings Sdn Bhd has undertaken to ensure that persons connected to it, namely Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Amro F F A H Alkhadra, Ruthlene binti Abu Sahid, Muammar Gadaffi bin Abu Talib, Abu Rejaii bin Abu Talib and Mohd Faiq bin Abu Sahid shall abstain from voting in respect of their direct and/indirect shareholdings in Ipmuda on the ordinary resolution pertaining to the Proposed Shareholders Mandate in respect of the Recurrent Related Party Transactions at the forthcoming EGM. Save as disclosed above and in Section 2.2 of this Circular, none of the Directors or major shareholders or persons connected to them has any interest, direct or indirect, in the Proposed Shareholders Mandate. 20

24 6. DIRECTORS RECOMMENDATION 7. EGM Your Directors (with the exception of Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Encik Mohd Faiq bin Abu Sahid and Dato Yap Wee Leong) having considered all aspects of the Proposed Shareholders Mandate, are of the opinion that the Proposed Shareholders Mandate is in the best interest of the Company. Accordingly, (with the exception of Tan Sri Abu Sahid bin Mohamed, Dato Abu Talib bin Mohamed, Encik Mohd Faiq bin Abu Sahid and Dato Yap Wee Leong who have abstained from making any recommendations in respect of the Proposed Shareholders Mandate) your Directors recommend that you vote in favour of the ordinary resolution to be tabled at the forthcoming EGM. An EGM, the notice of which is enclosed in this Circular, will be held at Symphony 1, 1 st Floor, Symphony Suites, No: 41 Lapangan Symphony Business Park, Jalan Lapangan Symphony, Ipoh, Perak Darul Ridzuan, Malaysia at a.m., or immediately after the conclusion or adjournment (as the case may be) of the 42 nd Annual General Meeting of the Company, which will be held at the same venue and on the same day at a.m., whichever is later, or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Shareholders Mandate. If you are unable to attend and vote in person at the EGM, you should complete and return the Form of Proxy in accordance with the instructions contained therein as soon as possible and in any event so as to arrive at the Registered Office of the Company at Bangunan Ipmuda, 12 Jalan Datoh, Ipoh, Perak Darul Ridzuan, Malaysia, not later than 48 hours before the time set for holding 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 wish to do so. 8. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendix I for additional information. Yours faithfully For and on behalf of the Board of Directors of IPMUDA BERHAD DATO AHMAD BAKRI BIN SHABDIN Independent NonExecutive Director 21

25 APPENDIX I ADDITIONAL INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of Ipmuda and they individually and collectively accept full responsibility for the accuracy of the information given in this Circular and confirm, that after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. 2. MATERIAL CONTRACTS There are no material contracts (not being contracts entered into within the ordinary course of business) have been entered into by Ipmuda and/or its subsidiaries during the 2 years immediately preceding the date of this Circular. 3. MATERIAL LITIGATION Ipmuda Group are not engaged in any material litigation, claims or arbitration either as plaintiff or defendant and the Directors do not have any knowledge of any proceedings pending or threatened against Ipmuda or its subsidiary companies or of any facts likely to give rise to any proceedings which may materially affect the position or business of Ipmuda Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Registered Office of the Company at Bangunan Ipmuda, 12 Jalan Datoh, Ipoh, Perak Darul Ridzuan, Malaysia during the normal office hours on Mondays to Fridays (except public holidays) from the date of this Circular up to the date of EGM: i) Memorandum and Articles of Association of Ipmuda; ii) Audited Financial Statements of Ipmuda for the past 2 financial years ended 31 December 2015 and 31 December

26 IPMUDA BERHAD (22146T) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Symphony 1, 1 st Floor, Symphony Suites, No: 41 Lapangan Symphony Business Park, Jalan Lapangan Symphony, Ipoh, Perak Darul Ridzuan, Malaysia, on Thursday 25 May 2017 at a.m., or immediately after the conclusion or adjournment (as the case may be) of the 42 nd Annual General Meeting of the Company, which will be held at the same venue and on the same day at a.m., whichever is later, or at any adjournment thereof, for the purpose of considering and if thought fit, passing the following Ordinary Resolution: ORDINARY RESOLUTION PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSED SHAREHOLDERS MANDATE ) THAT subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party s of a revenue or trading nature with the Related Parties as set out in Section 2.2 of the Circular to Shareholders dated 08 May 2017 subject further to the following: i) the s are necessary for day to day operations, carried out in the ordinary course of business, 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; and ii) disclosure be made in the annual report of the aggregate value of s conducted pursuant to the Proposed Shareholders Mandate during the financial year which must provide a breakdown of the aggregate value of the Recurrent Related Party Transactions, amongst others, based on the following information: a) the type of the Recurrent Related Party Transactions made; and b) the names of the Related Parties involved in each type of Recurrent Related Party Transactions made and their relationship with the Company; THAT such approval shall continue to be in force until: i) the conclusion of the next Annual General Meeting ( AGM ) of the Company following this Extraordinary General Meeting, at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed; or ii) iii) 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 Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act, 2016); or revoked or varied by a resolution passed by the shareholders in a general meeting, whichever is the earlier;