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3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (cont’d)
3.4
Treasury Shares Held by the Company.
Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury
shares. Some of the provisions on treasury shares under the Companies Act are summarized below:-
(a)
Maximum Holdings
The number of Shares held as treasury shares cannot at any time exceed 10% of the total number of issued
Shares and the Company shall be entered in the Register of Members as the member holding those Shares.
(b)
Voting and Other Rights
The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot
exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall
be treated as having no right to vote and the treasury shares shall be treated as having no voting rights.
In addition, no dividend may be paid, and no other distribution of the Company’s assets may be made to the
Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect
of treasury shares is allowed. Also, a subdivision or consolidation of any treasury share into treasury shares of a
smaller amount is allowed so long as the total value of the treasury shares after the subdivision or consolidation
is the same as before.
(c)
Disposal and Cancellation
Where Shares are held as treasury shares, the Company may at any time :-
(i)
sell the treasury shares for cash;
(ii)
transfer the treasury shares for the purposes of or pursuant to any employees’ share option or award
scheme;
(iii)
transfer the treasury shares as consideration for the acquisition of shares in or assets of another company
or assets of a person;
(iv)
cancel the treasury shares; or
(v)
sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the
Minister for Finance.
3.5
Source of Funds.
The Company will use its internal sources of funds, external borrowings, or a combination of internal resources and
external borrowings, to finance the Company’s purchase of acquisition of the Shares. The Directors do not propose to
exercise the Share Purchase Mandate in a manner and to such extent that the liquidity and capital adequacy position
of the Group would be materially and adversely affected.
3.6
No Shares Purchased In the Previous 12 Months.
The Company did not purchase any Shares in the twelve (12) months preceding the Latest Practicable Date.
APPENDIX 1
