Asia Brands Berhad : Annual Report 2022 PDF

[Company No : 197501000740 (22414-V)]

2022

CONTENTS

PG2	Notice of Annual General Meeting
PG7	Corporate Structure
PG8	Directors‟ Profile
PG10	Key Management
PG11	Corporate Information
PG12	Group Financial Information
PG13	Chairman‟s Statement
PG15	Management‟s Discussion & Analysis
PG19	Sustainability Statement
PG23	Director‟s Responsibility Statement in Relation
	to the Financial Statements
PG24	Corporate Governance Overview Statement
PG36	Auditand RiskManagement Committee Report
PG39	Statement on Risk Management and Internal Control
PG44	Other Compliance Information
PG45	Financial Statements
PG105	Analysis of Shareholdings

Proxy Form

NOTICE OF FORTY-SEVENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Forty-Seventh Annual General Meeting ("47th AGM") of the Company will be held at the Conference Room of the Company at Lot 10449, Jalan Nenas, Batu 4½, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan on Monday, 29 August 2022 at 9:00 a.m. for the following purposes

A G E N D A

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 March 2022 together with the Reports of the Directors and Auditors thereon.
2. To approve the payment of Directors‟ fees and benefits to the Non-Executive Directors of the Company from the conclusion of the 47th AGM up till the conclusion of the next Annual General Meeting of the Company to be held in 2023.
3. To re-elect Mr. Kong Sau Kian who retires pursuant to Clause 118 of the Company‟s Constitution.
4. To re-appoint Messrs. Reanda LLKG International as Auditors of the Company and to authorise the Directors to fix theirremuneration.

As Special Business

To consider and if thought fit, to pass the following ordinary and special resolutions, with or without modifications:-

(Please refer to Explanatory Note 1)

(Resolution 1)

(Resolution 2)

(Resolution 3)

5.	ORDINARY RESOLUTION 1	(Resolution 4)
	AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016
	THAT subject to the Companies Act 2016 ("the Act"), the Constitution of the Company, the Main
	Market Listing Requirements of Bursa Malaysia Securities Berhad and the approvals of the
	relevant governmental and/or regulatory authorities, where such approval is necessary, the
	Directors be and are hereby empowered pursuant to the Act, to allot and issue shares in the capital
	of the Company to such persons at any time and upon such terms and conditions and for such
	purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate
	number of shares to be issued pursuant to this resolution does not exceed ten per centum (10%) of
	the total number of issued shares of the Company for the time being; AND THAT the Directors be
	and are also empowered to obtain the approval for the listing of and quotation for the additional
	shares so issued on Bursa Malaysia Securities Berhad; and that such authority shall commence
	immediately upon the passing of this resolution and shall continue to be in force until the conclusion
	of the next Annual General Meeting of the Company.
6.	ORDINARY RESOLUTION 2	(Resolution 5)
	PROPOSED RENEWAL OF EXISTING SHAREHOLDERS‟ MANDATE FOR RECURRENT
	RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED
	RENEWAL OF EXISTING SHAREHOLDERS‟ MANDATE")
	THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia
	Securities Berhad, approval be and is hereby given to the Company and its subsidiaries ("Asia
	Brands	Group") to enter into recurrent related party transactions of a revenue or trading nature
	with the Related Parties as specified in Part A, Section 2.3 of the Circular/Statement to
	Shareholders dated 29 July 2022, which are necessary for the day-to-day operations of Asia Brands
	Group to be entered into by Asia Brands Group provided that such transactions are in the ordinary
	course of business and are on terms not more favourable to the Related Parties than those
	generally available to the public and are not detrimental to the minority shareholders of the
	Company.
	THAT such authority shall commence upon the passing of this resolution and continue to be in
	force until:
	i.	the conclusion of the next Annual General Meeting ("AGM") of the Company following the
		forthcoming AGM at which time it will lapse, unless by a resolution passed at a general
		meeting, the authority is renewed; or
	ii.	the expiration of the period within which the next AGM is required by law to be held
		pursuant to Section 340(2) of Companies Act 2016 ("the Act") (but shall not extend to such
		extension as may be allowed pursuant to Section 340(4) of the Act); or

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Notice Of Forty-Seventh Annual General Meeting (Cont‟d)

1. it is revoked or varied by resolution passed by the shareholders of the Company in a general meeting, whichever is the earlier;

AND THAT the Board of Directors of the Company and/or any one of them be and are hereby authorized to complete and to do all such acts and things including executing such documents as may be required to give effect to the transactions contemplated and/or authorized by this resolution

7. ORDINARY RESOLUTION 3

PROPOSED RENEWAL OF SHARE BUY BACK AUTHORITY OF UP TO TEN PER CENT	(Resolution 6)
(10%) OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY ("PROPOSED
RENEWAL OF SHARE BUY-BACK AUTHORITY
THAT subject to the compliance with Section 127 of the Companies Act 2016, the Constitution of
the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa
Securities") and all other applicable laws, rules and regulations and guidelines for the time being in
force and the approvals of all relevant governmental and/or regulatory authority, approval be and is
hereby given to the Company, to purchase such number of ordinary shares in the Company as may
be determined by the Directors of the Company from time to time through Bursa Securities as the
Directors may deem fit and expedient in the interest of the Company, provided that:-
i.	the aggregate number of shares to be purchased and/or held pursuant to this resolution
	does not exceed 10% of the total number of issued shares of the Company including
	the shares previously purchased and retained as treasury shares (if any); and
ii.	the maximum funds to be allocated by the Company for the purpose of purchasing its
	own shares shall not exceed the aggregate of the retained profits of the Company
	based on the latest audited financial statements and/or the latest unaudited financial
	statements of the Company (where applicable) available at the time of the purchase.

THAT upon completion of the purchase by the Company of its own shares, the Directors of the Company be authorised to deal with the shares purchased in their absolute discretion in the following manner:-

1. cancel all the shares so purchased; and/or
2. retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or resell on the market of Bursa Securities; and/ or
3. retain part thereof as treasury shares and cancel the remainder; or

in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the requirements of Bursa Securities and any other relevant authority for the time being in force.

THAT such authority conferred by this resolution shall commence upon the passing of this resolution and shall continue to be in force until:-

1. the conclusion of the next Annual General Meeting ("AGM") of the Company at which such resolution was passed, at which time it will lapse, unless by an ordinary resolution passed at that meeting the authority is renewed either unconditionally or subject to conditions; or
2. the expiration of the period within which the next AGM of the Company after that date is required by law to be held; or
3. revoked or varied by an ordinary resolution passed by the shareholders of the Company at a general meeting;

whichever occurs first.

AND THAT the Directors of the Company be authorised to give effect to the Proposed Renewal of Share Buy-Back Authority with full power to assent to any modifications and/or amendments as may be required by the relevant authorities.

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Notice Of Forty-Seventh Annual General Meeting (Cont‟d)

8. SPECIAL RESOLUTION	(Resolution 7)
PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY

THAT the proposed amendments to the Constitution of the Company as set out below ("Proposed Amendments") be and are hereby approved and adopted; AND THAT the Directors of the Company be and are hereby authorised to execute all relevant documents and to do all acts and things as deemed necessary to give full effect to the Proposed Amendments:-.

9. To transact any other ordinary business for which due notice shall have been given.

By Order of the Board

MAK CHOOI PENG

(MAICSA 7017931)

(SSM PC No. 201908000889) Company Secretary

Klang

29 July 2022

Notes:

1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 22 August 2022 ("General Meeting Record of Depositors") shall be entitled to attend, speak and vote at this Meeting.
2. A member entitled to attend and vote at this Meeting is entitled to appoint any person as his proxy to attend and vote instead of him. A proxy appointed to attend and vote at this Meeting shall have the same rights as the member to speak at the Meeting.
3. A member may appoint more than one (1) proxy to attend at the same meeting. Where a member appoints more than one (1) proxy to attend and vote at the same meeting, such appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented by each proxy.
4. Where a member is an authorised nominee as defined under the Securities Industry (Central Depository) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
5. Where a member is an exempt authorised nominee as defined under the Securities Industry (Central Depository) Act, 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if such appointor be a corporation, under its common seal or under the hand of an officer or attorney of the corporation duly authorised.
7. The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power of attorney or authority, shall be deposited at the registered office of the Company at Lot 10449, Jalan Nenas, Batu 4½, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.

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