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Notice of Annual General Meeting 2011
NOTICE IS HEREBY GIVEN THAT the 41st Annual General Meeting of the members of Lien Hoe Corporation Berhad will be held at Atlanta Ballroom, Level 3, Hotel Armada, Lorong Utara C, Section 52, 46200 Petaling Jaya on Wednesday, 22 June 2011 at 11.00 a.m. for the purpose of transacting the following businesses:-
 
As Ordinary Business
1.
To lay the Audited Financial Statements of the Company for the financial year ended 31 December 2010 together with the Directors' and Auditors' Reports thereon. (Resolution 1)
2.
To approve the payment of Directors' fees. (Resolution 2)
3.
To re-elect Mr Cheong Marn Seng, Allen who retires in accordance with Article 84 of the Company's Articles of Association. (Resolution 3)
4.
To re-elect Dr Teoh Kim Loon who retires in accordance with Article 84 of the Company's Articles of Association. (Resolution 4)
5.
To re-appoint Messrs Ernst & Young as Auditors of the Company, to hold office until the conclusion of the next Annual General Meeting of the Company, at a remuneration to be determined by the Directors. (Resolution 5)
 
As Special Business
 
To consider and if thought fit, pass the following resolution:-
7.
ORDINARY RESOLUTION 1 - SECTION 132D OF THE COMPANIES ACT, 1965

"THAT pursuant to the provision of Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia Securities Berhad and other relevant governmental / regulatory authorities where such approvals shall be necessary, authority be and is hereby given to the Directors of the Company to issue and allot shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued and paid up share capital of the Company for the time being and such authority shall continue in force until the next Annual General Meeting of the Company." (Resolution 7)
 

ORDINARY RESOLUTION 2 - PROPOSED RENEWAL OF SHAREHOLDERS' APPROVAL FOR SHARE BUY-BACK

"THAT subject to the Companies Act, 1965, provisions of the Memorandum and Articles of Association of the Company and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and any other relevant authorities, the Directors of the Company be and are hereby authorized to make purchases of ordinary shares of RM1.00 each in the issued and paid-up share capital of the Company through Bursa Malaysia Securities Berhad, provided that:-

(i) the maximum number of ordinary shares purchased and/or held by the Company shall not exceed 10% of the issued and paid up share capital of the Company;

(ii) the total maximum amount of funds to be utilized for the Proposed Share Buy-Back shall not exceed the aggregate of retained profits and/or the share premium account of the Company based on its audited financial statements for the financial year ended 31 December 2010; and

(iii) upon completion of the purchase(s) of its shares by the Company, the shares shall be dealt with in the following manner:-

(a) to cancel the shares so purchased; or
(b) to retain the shares so purchased as treasury shares, which may be distributed as dividends to the shareholders, and/or resold on the stock market of Bursa Malaysia Securities Berhad; or
(c) to retain part of the shares so purchased as treasury shares and cancel the remainder.

AND THAT the authority conferred by this resolution will be effective upon the passing of this resolution and will continue to be in force until:-

(a) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless the authority is renewed by a resolution passed at a general meeting, either unconditionally or subject to conditions;

(b) the expiry of the period within which the next annual general meeting is required by law to be held; or

(c) revoked or varied by ordinary resolution passed by the shareholders in general meeting,

whichever so occurs first, but not to prejudice the completion of the purchase(s) by the Company before the aforesaid expiry date, and in any event, in accordance with the provisions of the guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities for the time being in force.

AND THAT the Directors of the Company be and are hereby authorized to do all acts, deeds and things and to execute, sign and deliver all such documents and/or agreements as they may deem necessary or expedient in the best interest of the Company and with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities to give effect to and to complete the aforesaid Proposed Share Buy-Back." (Resolution 7)

8.
SPECIAL RESOLUTION - PROPOSED AMENDMENT TO ARTICLE 157 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

THAT the existing Article 157 of the Articles of Association of the Company be deleted in its entirety and substituted thereof with a new Article 157 as follows:-

Existing Article 157
Payment by cheque - Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder of, in the case of joint holder, to the registered address of that one of the joint holder who is first named on the Register of Members or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that the endorsement thereon has been forged. Every such cheque or warrant shall be sent at the risk of the person entitled to the money thereby represented. Anyone of two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

New Article 157
Payment by cheque or electronic transfer of remittance - Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder of, in the case of joint holder, to the registered address of that one of the joint holder who is first named on the Register of Members and/or Record of Depositor or to such person and to such address as the holder or joint holders may in writing direct or maybe paid via electronic transfer of remittance to the bank account provided by the holder who is named in the Register of Members and/or Record of Depositor. Every such cheque or warrant or electronic transfer of remittance shall be made payable to the order of the person to whom it is sent or remitted, and the payment of any such cheque or warrant or electronic transfer of remittance shall operate as a good discharge to the Company in respect of the dividend represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or the instruction for the electronic transfer of remittance or that the endorsement thereon has been forged. Every such cheque or warrant or electronic transfer of remittance shall be sent or remitted at the risk of the person entitled to the money thereby represented.  Anyone of two or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the  shares held by them as joint holders. (Resolution 8)
9.
To transact any other business of the Company for which due notice shall be given.
 
BY ORDER OF THE BOARD
LEE SOOK PENG
MAICSA 0810465
Secretary
Petaling Jaya, Selangor Darul Ehsan
30 May 2011
 
 
Notes
1.
A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2.
In the case of a corporate member, the form of proxy appointing a corporate representative must be executed under seal or under the hand of an officer or attorney duly authorised.
3.
Where a member is an authorised  nominee  as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one proxy in respect of each securities account the authorised nominee holds with ordinary shares of the Company standing to the credit of the securities account.
4.
The form of proxy must be deposited at the registered office of the Company at 18th Floor, Menara Lien Hoe, 8 Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan, not later than 48 hours before the time stipulated for holding of the meeting or any adjournment thereof.
 
Explanatory Notes on Special Business
Resolution 6 is proposed for the purpose of granting a renewed general mandate and empowering the Directors of the Company, pursuant to Section 132D of the Companies Act, 1965, to issue new shares in the Company up to an aggregate amount not exceeding 10% of the issued and paid up share capital of the Company for such purpose as they consider would be in the interest of the Company.

This will avoid any delay and cost involved in convening a general meeting to approve such issue of shares. The general mandate, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.

As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last Annual General Meeting held on 21 June 2010 and which will lapse at the conclusion of the 41st Annual General Meeting.

Resolution 7, if passed, will empower the Company to purchase its own shares of an amount, which,  when aggregated with the existing treasury shares, does not exceed 10% of its prevailing issued and paid-up share capital. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. For further information on the proposed share buy-back, please refer to the statement to shareholders dated 30 May 2011 which is despatched together with the 2010 Annual Report.

Special Resolution on Proposed Amendment to Article 157 of the Articles of Association of the Company, will allow the Company to pay its dividends by way of electronic transfer of remittances in line with the amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in relation to electronic dividend payment.

 
2010 Annual Report
The 2010 Annual Report is in the CD-ROM format. Printed copy of the Annual Report shall be provided to the members upon request. Members who wish to receive the printed copy of the Annual Report and who require assistance with viewing the CD-ROM, kindly contact Ms Lee Sook Peng or Ms Wong Ngoke Meng at Tel. No. 03-78051331, Fax No. 03-78035133 or e-mail to lienhoe@lienhoe.com.my.
 
Statement Accompanying Notice of Annual General Meeting
The profile of the Directors standing for re-election can be found on pages 8 to 10 of the 2010 Annual Report.
 
 
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