[ As at 25 March 2013 ]


Contents of explanatory statement/circular in relation to the proposed Scheme
(paragraph 13.03(1))

(1)A heading drawing attention to the importance of the document and advising holders of securities who are in any doubt as to what action to take to consult appropriate independent advisers.
(2) ​A statement that Bursa Malaysia Securities Berhad takes no responsibility for the contents of the explanatory statement/circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the document.
(3)  The purpose of the document.
(4) The date of the restraining order (where applicable).
(5) The duration of the restraining order (where applicable).​
(6) A list of the corporations (listed corporation and its subsidiaries) which are involved in the proposed Scheme.
(7) The details of the proposed Scheme.
(8) ​All steps proposed to be taken for the completion of the proposed Scheme.
(9)  ​The effects of the proposed Scheme, including the effect on -
(a) where applicable, the group structure before and after the proposed Scheme;
(b)the share capital;
(c) the substantial shareholding structure;
(d)​the net assets per share and the earnings per share of the group; and
(e)the gearing position.
(10)The approvals required from the relevant authorities and the conditions imposed by such authorities (if any).
(11)The details of the interests of the directors, major shareholders and/or persons connected with them in the proposed Scheme.
(12)​ Where applicable, the details of the transferee corporation which must include but not limited to -
(a)the history and business of the operation;
(b)the share capital;​
(c)the information on directors, substantial shareholders and their shareholdings in the transferee;
(d)the details of its subsidiaries and associated companies;
(e) the details of its profit and dividend record; and
(f) the accountants' report on the transferee corporation and the corporations to be acquired.
(13) A statement by the board of the directors as to whether the proposed Scheme is in the best interests of the listed corporation.
(14)​Where voting is required, a recommendation from the board of directors as to the voting action that securities holders should take.
(15)​An appendix containing the following information:
(a)a responsibility statement by the directors that the explanatory statement/circular has been seen and approved by the directors of the listed corporation and that they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief there are no other facts the omission of which would make any statement in the explanatory statement/circular misleading;
(b)where a person is named in the explanatory statement/circular as having advised the listed corporation or its directors, a statement that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser's name and/or letter (where applicable) in the form and context in which it is included;
(c)a statement of all material contracts (not being contracts entered into in the ordinary course of business), entered into by the listed corporation and/or its subsidiaries and the transferee (where applicable) within 2 years immediately preceding the date of the explanatory statement/circular. The following particulars must be disclosed in respect of each such contract:
(i)the date of the contract;
(ii)​the parties of the contract;
(iii)the general nature; and
(iv)​the consideration and the mode of satisfaction;
(d) ​a statement of all material litigation, claims or arbitration involving the listed corporation and/or any of its subsidiaries and the transferee (where applicable) including those pending or threatened against such corporations. The following particulars must be disclosed:
(i)  the background;
(ii)the date of the suit;
(iii)   the names of the plaintiff(s) and defendant(s);
(iv)​the estimate of the maximum exposure to liabilities;
(v)​the directors'/solicitors' opinion of the outcome; and
(vi) ​the status;
(e)a statement that from the date of the explanatory statement/circular to the date of meeting, the following documents (or copies of the documents) in respect of the listed corporation and the transferee, where applicable, may be inspected at the registered office of the listed corporation:
(i)the memorandum and articles of association;
(ii)the audited financial statements of the listed corporation/group and transferee (where applicable) for the past 2 financial years preceding the publication of the explanatory statement/circular and the latest unaudited results since the last audited financial statements;
(iii)all reports, letters or other documents, statement of financial condition, valuations and statements by any expert, any part of which is extracted or referred to in the explanatory statement/circular; and
(iv)the letters of consent referred to in subparagraph(b) above;
(v)​the material contracts referred to in subparagraph (c) above; and
(vi)​the relevant cause papers in respect of the material litigation referred to in subparagraph (d) above.
(16)Any other information which the securities holders and their advisers would reasonably expect to find in an explanatory statement/circular of that nature for the purpose of making an informed decision.

[ End of Appendix ]

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