[ As at 27 January 2015 ]


Part A

Contents of circular in relation to withdrawal of listing
(paragraph 16.06(a))
(1)A heading drawing attention to the importance of the circular and advising holders of securities who are in any doubt as to what action to take to consult appropriate independent professional advisers.
(2)A statement that Bursa Malaysia Securities Berhad takes no responsibility for the contents of the 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 circular.
(3)The reasons and facts concerning the withdrawal of securities of the listed issuer.
(4)​The opinion of the board of directors in respect of the withdrawal.
(5)​A letter of opinion of the independent adviser in connection with the withdrawal of the securities of the listed issuer as well as the fairness and reasonableness of the exit offer by way of an appendix.
(6)An appendix containing the following information:
(a)a responsibility statement by the directors that the circular has been seen and approved by the directors of the listed issuer 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 circular misleading;
(b)where a person is named in the circular as having advised the listed issuer or its directors, a statement that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser's name and/or letter (where applicable) in the form and context in which it is included;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 issuer and/or its subsidiaries within 2 years immediately preceding the date of the 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 mode of satisfaction;
(d)a statement of all material litigation, claims or arbitration involving the listed issuer and/or any of its subsidiaries, 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 circular to the date of the general meeting the following documents (or copies of the documents) may be inspected at the registered office of the listed issuer:
(i)​the memorandum and articles of association;
(ii)the audited financial statements of the listed issuer/group for the past 2 financial years and the latest unaudited results since the last audited financial statements;
(iii)all reports, letters or other documents, statement of financial position, valuations and statements by any expert, any part of which is extracted or referred to in the circular;
(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.
(7)Any other information which the shareholders and holders of any other class of listed securities and their advisers would reasonably expect to find in a circular of that nature for the purpose of making an informed decision.
Part B​ ​
Contents of application for withdrawal
(paragraph 16.08)
(1)The full and detailed reasons for the withdrawal.
(2)​The board resolution for the withdrawal.
(3)The confirmation that the approval of any other relevant authority, if required, has been obtained.
(4)The confirmation that the listed issuer has obtained approval of its shareholders and the holders of any other class of listed securities, if applicable, in accordance with paragraph 16.06.
(5)Any other information or explanation as may be required by the Exchange.

[ End of Appendix ]

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