BRIGHT PACKAGING INDUSTRY BERHAD

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Phyllis Lawson
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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad has not perused this Circular prior to the issuance and takes no responsibility for the contents of this 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 this Circular. BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING The Notice of Extraordinary General Meeting ( EGM ) of the Company to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Wednesday, 5 June 2013 at 9.30 a.m. or immediately after the conclusion of the Extraordinary General Meeting to be held at 9.00 a.m. on the same day and the Form of Proxy are enclosed in this Circular. As a shareholder you can appoint a proxy or proxies to attend and vote on your behalf. You must complete and deposit the Form of Proxy at the Registered Office of the Company at B Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur not later than forty-eight (48) hours before the time set for holding the meeting or any adjournment(s) thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Monday, 3 June 2013 at 9.30 a.m. Date and time of EGM : Wednesday, 5 June 2013 at 9.30a.m. or immediately after the conclusion of the Extraordinary General Meeting to be held at 9.00 a.m. on the same day This Circular is dated 14 May 2013

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Board Our Board of Directors Bright or Company Bright Packaging Industry Berhad ( W) Bright Group or Group Collectively, our Company and subsidiaries Bursa Securities Bursa Malaysia Securities Berhad ( W) EGM Extraordinary general meeting LPD 26 April 2013, being the latest practicable date prior to the printing of this Circular Proposed Change of Auditors Proposed appointment of Messrs. Baker Tilly Monteiro Heng in place of the resigning Auditors, Messrs. Tam & Associates for the financial year ending 31 August 2013 All references to our Company in this Circular are to Bright, references to our Group are to our Company and our subsidiaries. All references to we, us, our and ourselves are to our Company, or where the context requires, our Group. All references to you in this Circular are references of the shareholder of our Company. Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK i

3 TABLE OF CONTENTS LETTER TO OUR SHAREHOLDERS CONTAINING: PAGE 1. INTRODUCTION DETAILS OF THE PROPOSED CHANGE OF AUDITORS RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS APPROVALS REQUIRED EFFECTS OF THE PROPOSED CHANGE OF AUDITORS DIRECTORS AND MAJOR SHAREHOLDERS INTEREST DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION... 3 APPENDICES I LETTER OF RESIGNATION AS AUDITORS FROM MESSRS. TAM & ASSOCIATES... 4 II NOTICE OF NOMINATION OF MESSRS. BAKER TILLY MONTEIRO HENG AS AUDITORS... 5 III LETTER OF CONSENT TO ACT FROM MESSRS. BAKER TILLY MONTEIRO HENG... 6 IV FURTHER INFORMATION... 7 NOTICE OF EGM... ENCLOSED FORM OF PROXY... ENCLOSED ii

4 BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Act) Registered office: B Level 11 Megan Avenue II Jalan Yap Kwan Seng Kuala Lumpur 14 May 2013 Board of Directors Nik Mustapha Bin Muhamad (Executive Chairman) Ang Lay Chieng (Executive Director) YBhg Datuk Seri Syed Ali Bin Abbas Alhabshee (Non-Independent Non-Executive Director) Low Wan Choon (Independent Non-Executive Director) Lye Jun Fei (Independent Non-Executive Director) Tee Wee Keat (Independent Non-Executive Director) To: Our shareholders Dear Sir/Madam, PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION On 8 May 2013, our Board announced that our Company proposes to change its auditors following the resignation of Messrs. Tam & Associates as Auditors of our Company. Their resignation will only take effect upon the appointment of another firm of Auditors. In the same announcement, our Company had also stated that our Company has received a notice of nomination from a shareholder of our Company for the appointment of Messrs. Baker Tilly Monteiro Heng, as Auditors of our Company, for the financial year ending 31 August 2013, in place of the resigning Auditors, Messrs. Tam & Associates, and to hold office until the conclusion of the next Annual General Meeting of our Company at a remuneration to be fixed by our Directors. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSED CHANGE OF AUDITORS, TO SET OUT OUR BOARD S RECOMMENDATION ON THE PROPOSED CHANGE OF AUDITORS AND TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSED CHANGE OF AUDITORS TO BE TABLED AT OUR FORTHCOMING EGM. THE NOTICE OF EGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR. YOU ARE ADVISED TO READ AND CONSIDER THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT OUR FORTHCOMING EGM. 2. DETAILS OF THE PROPOSED CHANGE OF AUDITORS Our Company s existing auditors, Messrs. Tam & Associates have been the auditors of our Company since the financial year ended 31 August Messrs. Tam & Associates was re-appointed as the auditors of our Company at the last annual general meeting ( AGM ) of our Company held on 21 February 2013 to hold office until conclusion of the next AGM of our Company. 1

5 2. DETAILS OF THE PROPOSED CHANGE OF AUDITORS (cont d) Messrs. Tam & Associates had on 7 May 2013 given notice in writing to our Board of their intention to resign as Auditors of our Company. Their resignation will only take effect upon the appointment of another firm of Auditors. On 7 May 2013, our Company had received a notice of nomination from a shareholder of our Company, Ms. Ang Lay Chieng, for the appointment of Messrs. Baker Tilly Monteiro Heng as Auditors of our Company for the financial year ending 31 August 2013 in place of the resigning Auditors, Messrs. Tam & Associates and to hold office until the conclusion of the next Annual General Meeting of our Company at a remuneration to be determined by our Board. Our Company had on 7 May 2013 received the written consent of Messrs. Baker Tilly Monteiro Heng to act as Auditors of our Company for the financial year ending 31 August 2013, if so appointed. On 8 May 2013, our Board resolved to convene an EGM of our Company on 5 June 2013 to obtain shareholders approval for the Proposed Change of Auditors. 3. RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS The intended resignation of Messrs. Tam & Associates intends to resign as Auditors of the Company as the Company wishes to appoint another auditor and as such has created a vacancy for the office of Auditors of our Company. The proposed appointment of Messrs. Baker Tilly Monteiro Heng is to fill this vacancy for the office of Auditors of our Company arising from the intended resignation of Messrs. Tam & Associates. Our Board having reviewed the fee and engagement proposal received from Messrs. Baker Tilly Monteiro Heng and in consultation with our Board determined that Messrs. Baker Tilly Monteiro Heng s proposal to be reasonable and cost effective. Our Board has considered the profile, adequacy of the resources and experience of Messrs. Baker Tilly Monteiro Heng and the persons to be assigned to the audit engagement of our Company, size and complexity of the Group s operation. Our Board is of the opinion that Messrs. Baker Tilly Monteiro Heng will be able to meet the audit obligations of our Company in compliance with the Listing Requirements and provisions of the Act. 4. APPROVAL REQUIRED The Proposed Change of Auditors is subject to the approval of the shareholders of our Company at the forthcoming EGM. 5. EFFECTS OF THE PROPOSED CHANGE OF AUDITORS The Proposed Change of Auditors will not have any effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders shareholdings of the Bright Group. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of our Directors and/or major shareholders and/or persons connected to them have any interest, direct or indirect, in the Proposed Change of Auditors. 7. DIRECTORS RECOMMENDATION Our Board, having considered all aspects of the Proposed Change of Auditors, is of the opinion that it is in the best interest of our Company and accordingly, recommend that you vote in favour of the resolution to give effect to the Proposed Change of Auditors at the forthcoming EGM. 2

6 8. EGM An EGM, notice of which is enclosed in this Circular, will be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Wednesday, 5 June 2013 at 9.30 a.m. or immediately after the conclusion of the Extraordinary General Meeting to be held at 9.00 a.m. on the same day for the purpose of considering and if thought fit, passing the resolution so as to give effect to the Proposed Change of Auditors. If you are unable to attend and vote in person at the EGM, you may complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of our Company not less than forty-eight (48) hours before the time stipulated for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so. 9. FURTHER INFORMATION Shareholders are requested to refer to the attached Appendices contained in this Circular for further information. Our Directors hereby, wish to express their appreciation for the past services rendered by Messrs Tam & Associates. Yours faithfully, For and on behalf of the Board BRIGHT PACKAGING INDUSTRY BERHAD LYE JUN FEI Director 3

7 LETTER OF RESIGNATION AS AUDITORS FROM MESSRS. TAM & ASSOCIATES APPENDIX I 4

8 APPENDIX II NOTICE OF NOMINATION OF MESSRS. BAKER TILLY MONTEIRO HENG AS AUDITORS 5

9 LETTER OF CONSENT TO ACT FROM MESSRS. BAKER TILLY MONTEIRO HENG APPENDIX III 6

10 FURTHER INFORMATION APPENDIX IV 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by our Board and all of our Directors, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein misleading. 2. MATERIAL LITIGATION, CLAIM OR ARBITRATION As at the LPD, our Group is not engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position or business of our Group, and our Directors have no knowledge of any proceedings pending or threatened against our Group or of any fact likely to give rise to any proceeding which may materially and adversely affect the financial position or business of our Group. 3. MATERIAL CONTRACTS As at the LPD, our Group has not entered into any material contract (other than contracts entered into in the ordinary course of business) during the past two (2) years preceding the date of this Circular. 4. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at our registered office at B Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur, during normal business hours from the date of this Circular up to and including the date of our EGM: (i) (ii) (iii) (iv) Our Memorandum and Articles of Association; Letter of resignation as Auditors from Messrs. Tam & Associates; Notice of Nomination of Messrs. Baker Tilly Monteiro Heng as Auditors; and Letter of Consent to Act from Messrs. Baker Tilly Monteiro Heng. 7

11 BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Bright Packaging Industry Berhad ( Bright or the Company ) will be convened at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Wednesday, 5 June 2013 at 9.30 a.m. or immediately after the conclusion of the Extraordinary General Meeting to be held at 9.00 a.m. on the same day for the purpose of considering and, if thought fit, passing the following resolution with or without any modification: ORDINARY RESOLUTION RESOLVED that Messrs. Baker Tilly Monteiro Heng be hereby appointed in place of Messrs. Tam & Associates as Auditors of the Company for the financial year ending 31 August 2013 and to hold office until the conclusion of the next Annual General Meeting AND THAT authority be and is hereby given for the Directors to determine their remuneration. BY ORDER OF THE BOARD Wong Wei Fong (MAICSA ) Company Secretary Kuala Lumpur 14 May 2013 Notes: 1. For the purpose of determining a member who shall be entitled to attend this Extraordinary General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Article 69 of the Company s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue a General Meeting Record of Depositors as at 29 May Only a depositor whose name appears on such Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and/or vote on his/her behalf in the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to speak, attend and vote in his/her stead. A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There is no restriction as to the qualification of the proxy. 3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) 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. 4. Where a member is an exempt authorised nominee ( EAN ), as defined under the Securities Industry (Central Depositories) 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 EAN may appoint in respect of each omnibus account it holds. 5. To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Company s Registered Office at B-11-10, Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 6. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under its seal or under the hand of its duly authorised attorney.

12 BRIGHT PACKAGING INDUSTRY BERHAD (Company No W) (Incorporated in Malaysia under the Companies Act, 1965) CDS account no. PROXY FORM No. of shares held I/We of [Full name in block, NRIC no./company no.] [Address] being a shareholder(s) of Bright Packaging Industry Berhad, hereby appoint: Full name (in block) NRIC/Passport no. Proportion of shareholdings No. of shares % Address and/or (delete as appropriate) Full name (in block) NRIC/Passport no. Proportion of shareholdings No. of shares % Address or failing him/her, the Chairman of the Meeting as my/our proxy to attend and to vote for me/us and on my/our behalf and, if necessary, to demand a poll at the Extraordinary General Meeting of the Company to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, Kuala Lumpur on Wednesday, 5 June 2013 at 9.30 a.m. or immediately after the conclusion of the Extraordinary General Meeting to be held at 9.00 a.m. on the same day or any adjournment thereof, and to vote as indicated below: Resolution Agenda FOR AGAINST Ordinary Resolution Proposed Change of Auditors Signed this day of, 2013 Signature of Shareholder(s) Notes: 1. For the purpose of determining a member who shall be entitled to attend this Extraordinary General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Article 69 of the Company s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991, to issue a General Meeting Record of Depositors as at 29 May Only a depositor whose name appears on such Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and/or vote on his/her behalf in the meeting. 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to speak, attend and vote in his/her stead. A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There is no restriction as to the qualification of the proxy. 3. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) 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. 4. Where a member is an exempt authorised nominee ( EAN ), as defined under the Securities Industry (Central Depositories) 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 EAN may appoint in respect of each omnibus account it holds. 5. To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Company s Registered Office at B-11-10, Level 11, Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 6. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under its seal or under the hand of its duly authorised attorney.

13 Fold this flap for sealing Then fold here AFFIX STAMP The Company Secretary BRIGHT PACKAGING INDUSTRY BERHAD c/o JLPW Corporate Services Sdn. Bhd. B Level 11 Megan Avenue II Jalan Yap Kwan Seng Kuala Lumpur 1st fold here

SCAN ASSOCIATES BERHAD ( P) (Incorporated in Malaysia under the Companies Act, 1965)

SCAN ASSOCIATES BERHAD ( P) (Incorporated in Malaysia under the Companies Act, 1965) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or