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Notice of Annual General Meeting 2012
NOTICE IS HEREBY GIVEN THAT the 42nd Annual General Meeting of the members of Lien Hoe Corporation Berhad will be held at Golfer Terrace, Christine Resort, Persiaran Seri Alam, Bandar Seri Alam, 81750 Masai, Johor Darul Takzim on Tuesday, 26 June 2012 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 2011 together with the Directors' and Auditors' Reports thereon. (Resolution 1)
2.
To approve the payment of Directors' fees. (Resolution 2)
3.
To re-elect Dato' Yap Sing Hock who retires as Director of the Company in accordance with Article 84 of the Company's Articles of Association. (Resolution 3)
4.
To re-elect Dato' Tea Choo Keng who retires as Director of the Company in accordance with Article 91 of the Company's Articles of Association. (Resolution 4)
5.
To appoint Auditors and to authorize the Directors to fix their remuneration.
Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965 and dated 14 May 2012 has been received by the Company for the nomination of Messrs UHY as Auditors of the Company in place of the retiring Auditors, Messrs Ernst & Young. A copy of the Notice of Nomination is attached as Appendix 1 to the 2011 Annual Report.
"THAT Messrs UHY be and are hereby appointed as Auditors of the Company for the financial year ending 31 December 2012, in place of the retiring Auditors, Messrs Ernst & Young and 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 resolutions:-
6.
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 6)
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 2011; 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 AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF
THE COMPANY

"THAT the proposed amendments to the Articles of Association of the Company as contained in Appendix 2 attached to the 2011 Annual Report be and are hereby approved." (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
1 June 2012
 
 
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 authorized 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.
5.
For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositor as at 18 June 2012 ("Record of Depositor") and only a depositor whose name appears on the Record of Depositor shall be entitled to attend this meeting.
 
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. With this renewed general mandate, the Company will be able to raise funds expeditiously for the purpose of funding future investments, working capital and/or acquisitions. 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 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 22 June 2011 and which will lapse at the conclusion of the 42nd Annual General Meeting.

Resolution 7, if passed, will empower the Company to purchase its own shares of a number 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 1 June 2012 which is despatched together with the 2011 Annual Report.

Resolution 8, if passed, will bring the Articles of Association of the Company to be in line with the recent amendments to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

 
2011 ANNUAL REPORT
The 2011 Annual Report is in the CD-ROM format. Printed copy of the Annual Report shall be provided to the members within 4 market days from the date of receipt of their verbal or written request. Members who wish to receive the printed copy of the Annual Report and who require assistant with viewing the CD-ROM, kindly contact Ms Lee Sook Peng or Ms Wong Ngoke Meng at Tel. No. 03-79558808, Fax No. 03-79555808 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 7 to 9 of the 2011 Annual Report.
 
 
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