Kimlun Corporation Berhad Annual Report 2020

EXPLANATORY NOTES ON ORDINARY BUSINESS 1. Audited Financial Statements for the financial year ended 31 December 2020 The Audited Financial Statements in agenda item 1 is meant for discussion only as the approval of the shareholders is not required pursuant to the provision of Section 340(1)(a) of the Companies Act 2016. Hence, this agenda item is not put forward for voting by shareholders. 2. Resolutions 1 to 4 – Re-election of Directors Pang Khang Hau, Sim Tian Liang, Chua Kee Yat @ Koo Kee Yat and Datuk Woon See Chin are standing for re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 12th AGM. The Board had through the Nomination Committee (“NC”) carried out assessment on Pang Khang Hau, Sim Tian Liang, Chua Kee Yat @ Koo Kee Yat and agreed that they met the criteria as prescribed by Paragraph 2.20A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time to effectively discharge their role as Directors. Chua Kee Yat @ Koo Kee Yat also met the criteria of independence as prescribed in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The Board through the NC had also evaluated the candidature of Datuk Woon See Chin who was appointed on 1 October 2020 and shall hold office until the conclusion of the forthcoming 12th AGM and eligible for re-election pursuant to the Constitution. The Board agreed that Datuk Woon See Chin met the criteria as prescribed by Paragraph 2.20A of the MMLR on character, experience, integrity, competence and time to effectively discharge his role as Director. 3. Resolution 5 – Declaration of a Single Tier Final Dividend Pursuant to Paragraph 8.26(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the single tier final dividend, if approved, will be paid no later than three (3) months from the date of shareholders’ approval. 4. Resolution 6 – Directors’ Fees and Benefits Pursuant to Section 230(1) of the Companies Act 2016, the fees of Directors and any benefits payable to the Directors shall be approved at a general meeting. The Directors’ fees and benefits proposed for the period from this 12th AGM until the date of next AGM are calculated based on the current Board size and number of scheduled Board and Committee Meetings for 2021 up to the next AGM. This resolution is to allow the Company to make payment of Directors’ fees and benefits up till the next AGM of the Company. In the event the proposed amount is insufficient (e.g. due to more meetings or enlarged Board size), approval will be sought at the next AGM for the shortfall. The proposed Directors’ fees and benefits are inclusive of the provision for fees and benefits for an additional Independent Director. The Board is in the process of identifying suitable candidate for appointment as an Independent Director, in its effort to apply the recommendation under the Malaysian Code on Corporate Governance 2017 that at least half of the board comprises Independent Directors. 5. Resolution 7 – Re-appointment of Auditors The Board had on 29 April 2021, through the Audit Committee, assessed the suitability, objectivity and independence of the External "VEJUPST .FTTST &SOTU :PVOH 1-5 BOE DPOTJEFSFE UIF SF BQQPJOUNFOU PG .FTTST &SOTU :PVOH 1-5 BT "VEJUPST PG UIF $PNQBOZ 5IF #PBSE BOE UIF "VEJU $PNNJUUFF DPMMFDUJWFMZ BHSFFE BOE TBUJTGJFE UIBU .FTTST &SOTU :PVOH 1-5 IBT UIF SFMFWBOU DSJUFSJB QSFTDSJCFE CZ Paragraph 15.21 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. NOTICE OF THE TWELFTH (12TH) ANNUAL GENERAL MEETING Annual Report 2020 176