Ni Hsin Berhad Annual Report 2018

Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General Meeting of the Company will be held at Langkawi Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Malaysia on Thursday, 27 June 2019 at 9.30 a.m to transact the following businesses: AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 together with the Directors’ and Auditors’ Reports thereon. (Please refer to Note 9) 2. To approve the payment of Directors’ fees and benefits payable to the Directors of the Company and its subsidiaries up to an aggregate amount of RM600,000.00 from 28 June 2019 until the next Annual General Meeting (“AGM”) of the Company. Ordinary Resolution 1 3. To re-elect the following Directors who are retiring pursuant to Article 90 of the Articles of Association of the Company:- i) Encik Rizvi Bin Abdul Halim Ordinary Resolution 2 ii) Mr Leow Chan Khiang Ordinary Resolution 3 4. To re-appoint Messrs KPMG PLT as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 4 As Special Business To consider and, if thought fit, to pass the following resolutions:- 5. Authority under Section 76 of the Companies Act 2016 (“the Act”) for the Directors to allot and issue shares “THAT pursuant to Section 76 of the Act, the Directors be and are hereby authorised to allot and issue shares in the Company to such persons, at any time until the conclusion of the next AGM 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 (excluding treasury shares) to be issued does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issuance.” Ordinary Resolution 5 6. Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares “THAT subject to the Act, the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authority or approval for the time being in force or as may be amended from time to time, the Directors of the Company be and are hereby authorised to utilise an amount not exceeding the Company’s audited retained profits as at 31 December 2018 to purchase such amount of ordinary shares in the Company (“Proposed Renewal of Share Buy-Back Authority”) 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, necessary and expedient in the interest of the Company, provided that:- (a) the aggregate number of ordinary shares which may be purchased and/or held by the Company as treasury shares shall not exceed ten per centum (10%) of the total number of issued shares of the Company at any point in time of the said purchase(s); (b) the maximum funds to be allocated by the Company for the purpose of purchasing its ordinary shares shall not exceed the total retained profits of the Company at the time of purchase; and (c) the authority conferred by this resolution will be effective immediately upon the passing of the ordinary resolution and will continue to be in force until:- (i) the conclusion of the next AGM of the Company following the general meeting at which such resolution was passed at which time the said authority shall lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; Annual Report 2018 108