Wah Seong Corporation Berhad Annual Report 2017

ADDITIONAL INFORMATION WAH SEONG CORPORATION BERHAD ANNUAL REPORT 2017 203 Explanatory Notes on Special Business (cont’d) The Company has not issued any new shares pursuant to Sections 75 and 76 of the Companies Act, 2016 under the general mandate which was approved at the Seventeenth AGM of the Company held on 19 May 2017 and which will lapse at the conclusion of the Eighteenth AGM. A renewal of this authority is being sought at the Eighteenth AGM. The authority to issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016 will provide flexibility and expediency to the Company for any possible fund raising involving the issuance or placement of shares to facilitate business expansion or strategic merger and acquisition opportunities involving equity deals or part equity or to fund future investment project(s) or for working capital requirements, which the Directors of the Company consider to be in the best interest of the Company. As such, any additional cost to be incurred or delay arising from the need to convene a general meeting to approve such issuance of shares could be eliminated. 2. Proposed Renewal of Authority to Buy-Back its Own Shares by the Company The Ordinary Resolution 9, if passed, will allow the Directors of the Company to exercise the power of the Company to purchase not more than ten per centum (10%) of the issued and paid-up share capital of the Company for the time being. This authority will expire at the conclusion of the next Annual General Meeting unless earlier revoked or varied by ordinary resolution passed by shareholders at a general meeting. Please refer to Part A of the Share Buy-Back Statement dated 25 April 2018, which is enclosed and despatched together with the Annual Report 2017, for information pertaining to Ordinary Resolution 9. 3. Proposed Renewal of Shareholders’ Mandate for the Existing Recurrent Related Party Transactions and Provision of Financial Assistance Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions and Provision of New Financial Assistance The Ordinary Resolutions 10 & 11, if passed, will allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties and the provision of financial assistance in the ordinary course of business which are necessary for the day-to-day operations based on 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. Please refer to Part B of the Circular to Shareholders dated 25 April 2018, which is enclosed and despatched together with the Annual Report 2017, for information pertaining to Ordinary Resolutions 10 & 11. 4. Retention of Independent Non-Executive Directors of the Company in accordance with the Malaysian Code on Corporate Governance 2017 (i) Halim Bin Haji Din The Board has assessed the independence of Halim Bin Haji Din, who has served the Company for more than fifteenth (15) years, and recommended that he continues to act as an Independent Non-Executive Director of the Company based on the following justification: (a) He has met the criteria of an Independent Director as defined in Chapter 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. (b) He has performed his duties diligently and in the best interest of the Company and has provided independent judgement, broader views and balanced assessments to the proposals from the Management with his diverse experience and expertise. (c) His vast experience in the accounting, finance, corporate recovery and audit enables him to provide the Board with a diverse set of experience, expertise and independent judgement. NOTICE OF EIGHTEENTH ANNUAL GENERAL MEETING