GENETEC TECHNOLOGY BERHAD (445537-W) (Incorporated in Malaysia) MINUTES OF THE 20 th ANNUAL GENERAL MEETING (the AGM or Meeting ) Venue : Multi-Purpose Hall, 2nd Floor, Lot 5, Jalan P10/12, Kawasan Perusahaan Bangi, 43650 Bandar Baru Bangi, Selangor Darul Ehsan, Malaysia Date : Tuesday, 21 August 2018 Time : 10.00 am PRESENT: As per Attendance List 1. PRELIMINARY Mr Hew Voon Foon, the Chairman, welcomed all present to the Meeting and informed the Meeting that all the resolutions put to vote at the Meeting would be by way of poll pursuant to the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad. The Chairman further informed that the Company had appointed Tricor Investor & Issuing House Services Sdn Bhd ( Tricor ) as Poll Administrator to conduct the polling process, and Asia Securities Sdn Berhad as Scrutineers to verify the poll results. The polling process for the resolutions would be conducted upon completion of the deliberation of all items to be transacted at the 20th AGM. 2. QUORUM Upon confirmation that the requisite quorum was present pursuant to the Company s Constitution (Article 71 of the Articles of Association of the Company as adopted before the commencement of the Companies Act 2016), the Chairman then called the Meeting to order at 10.05 am. 3. NOTICE OF MEETING The notice of Meeting, having been previously circulated to all shareholders and advertised in The New Straits Times newspaper on 20 July 2018 was taken as read. ORDINARY BUSINESS 4. AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2018 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS ( AFS ) The Chairman tabled the AFS, which had been previously circulated to the members and informed the Meeting that this Agenda item is meant for discussion only and did not require the formal approval of members; and therefore it would not be put forward for voting. He then invited questions from the floor. A shareholder, Mr Ngoi Se Chai, requested the Directors to elaborate the drivers for the Group s revenue whereby 60% and 38% of the Group s revenue derived from the HDD sector and Automotive sector respectively. Mr Chin Kem Weng, the Managing Director (MD), explained that the Group basically involved in the business of HDD and Automotive. The Company secures the turnkey projects and take about 9 months to complete the lead time delivery. Usually the lead time delivery would lead an inconsistency in the reporting quarterly revenue. However, the Company is more concern over the overall financial performance for a full financial year instead of quarterly results. The MD then briefly explained the role played by the Company in HDD and Automotive sectors. Page 1 of 7
The MD added that the Group has reduced its dependency in HDD sector significantly and pursue to non-hdd sector mainly in Automotive sector for the past few years as part of the diversification strategy of the Group to enhance the customer base. Mr Ngoi Se Chai further enquired the purpose of the funds raised from the private placement and Employees Share Option Scheme (ESOS) and if the Company has intention to declare dividend. The Chairman replied that the fund raised is mainly used for operating expenses and reducing bank borrowings. There is no major capital expenditure for the time being. The Chairman further replied that the Company took note and would consider declaration of dividend. After the above Q&A session and as there were no further questions raised, the AFS as tabled was unanimously received by the members. Upon conclusion of the above, the Chairman took the Meeting through all the Resolutions as appeared under Business and Special Business of the Agenda and opened to the floor for questions. The proposers and seconders to each of the motions presented will be gathered before the commencement of polling. 5. ORDINARY RESOLUTION 1 - DIRECTORS FEES FOR FINANCIAL YEAR ENDED 31 MARCH 2018 Item no. 2 of the Agenda was to approve the payment of Directors Fees of RM180,000 for the financial year ended 31 March 2018. This motion was duly proposed by O Pau Kiang and seconded by Ding Shin Yuh. 6. ORDINARY RESOLUTION 2 - DIRECTORS FEES FOR FINANCIAL YEAR ENDING 31 MARCH 2019 Item no. 3 of the Agenda was to approve the payment of Directors Fees of RM312,000 for the financial year ending 31 March 2019. This motion was duly proposed by Tee Lee Chen and seconded by Ngoi Se Chai. 7. ORDINARY RESOLUTION 3 - RE-ELECTION OF MR CHEN KHAI VOON AS DIRECTOR Item no. 4 of the Agenda was to re-elect Mr Chen Khai Voon, who retired by rotation pursuant to the Company s Constitution (Article 92 of the Articles of Association of the Company as adopted before the commencement of the Companies Act 2016), being eligible and offered himself for re-election. This motion was duly proposed by Chee Kong Woei and seconded by Chin Siew Khoon. 8. ORDINARY RESOLUTION 4 - RE-ELECTION OF MR HEW VOON FOO AS DIRECTOR Item no. 5 of the Agenda was to re-elect Mr Hew Voon Foo, who retired by rotation pursuant to the Company s Constitution (Article 92 of the Articles of Association of the Company as adopted before the commencement of the Companies Act 2016), being eligible and offered himself for re-election. The Chairman informed the members that he is the director concerned standing for re-election and therefore handed over the Chairmanship of the Meeting to Ms Wong Wai Tzing to continue with the proceedings. Page 2 of 7
This motion was duly proposed by O Pau Kiang and seconded by Leong Hong Peel. Upon conclusion of the resolution, Ms Wong thereafter, handed over the Chairmanship of the Meeting and Mr Hew then proceeded to resume and continue the Meeting s proceedings as its Chairman. 9. ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS Item no. 6 of the Agenda was to re-appoint Messrs KPMG PLT as Auditors of the Company for the ensuring year to authorise the Directors to fix their remuneration. This motion was duly proposed by Quah Meng Huat and seconded by Lim Ghee Tatt. SPECIAL BUSINESS 10. ORDINARY RESOLUTION 6 - RETENTION OF MR HEW VOON FOO AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR Item no. 7 of the Agenda was to retain Mr Hew Voon Foo as Independent Non-Executive Director of the Company and to hold office until conclusion of the next AGM. The Chairman declared his interest and duly abstained from the deliberation of this motion. Mr Hew then handed over the Chairmanship of the Meeting again to Ms Wong to continue with the proceedings. This motion was duly proposed by Yeo Teik Hock and seconded by Chan Yiing Herng. Upon conclusion of the resolution, Ms Wong thereafter, handed over the Chairmanship of the Meeting and Mr Hew then proceeded to resume and continue the Meeting s proceedings as its Chairman. 11. ORDINARY RESOLUTION 7 - AUTHORITY TO DIRECTORS PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016 Item no. 8 of the Agenda was to authorise and empower the Directors to allot shares in the Company, grant rights to subscribe for shares in the Company, convert any security into shares in the Company or allot shares under an agreement or option or offer pursuant to Sections 75 and 76 of the Companies Act, 2016 up to a maximum of 10% of the total number of issued shares of the Company as and when the need arises. This motion was duly proposed by Ding Shin Yuh and seconded by Chew Ying Ying. 12. ORDINARY RESOLUTION 8 - PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( Proposed Renewal of Shareholders Mandate ) Item no. 9 of the Agenda was to authorise the Company and its subsidiaries to enter into existing recurrent related party transactions of a revenue or trading nature with the related parties as set out in the Company s Circular To Shareholders ( CTS ) dated 20 July 2018. Page 3 of 7
The interested Directors and/or Major Shareholders (as defined in the CTS), namely Messrs Chen Khai Voon, Chin Kem Weng, Tan Moon Teik, KVC Corporation Sdn Bhd and persons connected with them, if any, were reminded to abstain from voting on the Proposed Renewal of Shareholders Mandate. This motion was duly proposed by Tee Lee Chen and seconded by Leong Hong Peel. 13. ANY OTHER BUSINESS OF WHICH DUE NOTICE HAVE BEEN GIVEN The Secretary confirmed that no notice to transact any other business at the AGM had been received. 14. POLLING PROCESS The Chairman proceeded to request for the polling on all the resolutions as tabled at the Meeting, in compliance with ACE Market Listing Requirement of Bursa Malaysia Securities Berhad. Ms Samantha Goh of Tricor, the Poll Administrator, explained the procedures for the conduct of the poll at the 20th AGM. The poll section was commenced at 10.40 am. On completion of the polling process, the votes were counted and the results of the poll were verified by the Scrutineers, Asia Securities Sdn Berhad. 15. ANNOUNCEMENT OF POLL RESULTS At 11.10 am, the Chairman called the Meeting to order for the declaration of the poll results. He informed that he had received the poll results and read out the results of the poll to the members and proxies as follows: Resolution(s) Vote For Vote Against Total Votes No. of Units % No. of Units % No. of Units % Resolution 1 Resolution 2 Resolution 3 Resolution 4 Resolution 5 Resolution 6 Resolution 7 Resolution 8 15,868,666 99.956 7,000 0.044 15,875,666 100.000 15,868,666 99.956 7,000 0.044 15,875,666 100.000 15,868,666 99.956 7,000 0.044 15,875,666 100.000 7,403,316 100.000 0 0.000 7,403,316 100.000 Page 4 of 7
With the requisite majorities for passing all the resolutions as set out in the notice convening the 20th AGM was carried and the resolutions were duly passed as follows: (i) ORDINARY RESOLUTION 1 - DIRECTORS FEES FOR FINANCIAL YEAR ENDED 31 MARCH 2018 RESOLVED THAT the payment of Directors fees of RM180,000 for the financial year ended 31 March 2018 be approved. (ii) ORDINARY RESOLUTION 2 - DIRECTORS FEES FOR FINANCIAL YEAR ENDING 31 MARCH 2019 RESOLVED THAT the payment of Directors fees of RM312,000 for the financial year ending 31 March 2019 be approved. (iii) ORDINARY RESOLUTION 3 - RE-ELECTION OF MR CHEN KHAI VOON AS DIRECTOR RESOLVED THAT Mr Chen Khai Voon who retired by rotation in accordance with the Company s Constitution (Article 92 of the Articles of Association of the Company as adopted before the commencement of the Companies Act 2016) be re-elected as Director of the Company. (iv) ORDINARY RESOLUTION 4 - RE-ELECTION OF MR HEW VOON FOO AS DIRECTOR RESOLVED THAT Mr Hew Voon Foo who retired by rotation in accordance with the Company s Constitution (Article 92 of the Articles of Association of the Company as adopted before the commencement of the Companies Act 2016) be re-elected as Director of the Company. (v) ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS RESOLVED THAT Messrs KPMG PLT be re-appointed as Auditors of the Company for the ensuing year and the Directors be authorised to fix their remuneration. (vi) ORDINARY RESOLUTION 6 - RETENTION OF MR HEW VOON FOO AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR RESOLVED THAT, subject to the passing of Resolution 4, approval be given to Mr Hew Voon Foo who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company. (vii) ORDINARY RESOLUTION 7 - AUTHORITY TO DIRECTORS PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT, 2016 RESOLVED THAT, subject always to the Companies Act, 2016, the Company s Constitution, the ACE Market Listing Requirements ( AMLR ) of Bursa Malaysia Securities Berhad ( Bursa Securities ) and the approval of any relevant governmental and/or regulatory authorities, where such approval is required, the Directors of the Company be authorised and empowered pursuant to Sections 75 and 76 of the Companies Act, 2016 to: Page 5 of 7
(i) allot shares in the Company; and/or (ii) grant rights to subscribe for shares in the Company; and/or (iii) convert any security into shares in the Company; and/or (iv) allot shares under an agreement or option or offer, at any time and from time to time and upon such terms and conditions and for such purposes and to such persons 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 as prescribed by the AMLR of Bursa Securities and such authority under this resolution shall continue to be in force until the conclusion of the next Annual General Meeting of the Company or when it is required by law to be held, whichever is earlier, but any approval may be revoked or varied at any time by a resolution passed by the shareholders of the Company in general meeting AND THAT: (a) (b) approval and authority be given to the Directors of the Company to take all such actions that may be necessary and/or desirable to give effect to this resolution and in connection therewith to enter into and execute on behalf of the Company any instrument, agreement and/or arrangement with any person, and in all cases with full power to assent to any condition, modification, variation and/or amendment (if any) in connection therewith; and the Directors of the Company be empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities. (viii) ORDINARY RESOLUTION 8 - PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( Proposed Renewal of Shareholders Mandate ) RESOLVED THAT, subject to the provisions of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be given for the Company and/or its subsidiaries, to enter into recurrent related party transactions of a revenue or trading nature with the related parties as specified in Section 2 of the Circular to Shareholders dated 20 July 2018 which are necessary for the day-to-day operations in the ordinary course of business of the Company and/or its subsidiaries on normal commercial terms which are 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 and the Proposed Renewal of Shareholders Mandate is subject to annual renewal and disclosure is made in the Annual Report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year and that such approval shall continue to be in force until: (a) (b) (c) the conclusion of the next Annual General Meeting ( AGM ) of the Company at which time it will lapse, unless the authority is renewed by a resolution passed at the meeting; or the expiration of the period within which the next AGM of the Company after that date it is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act, 2016); or revoked or varied by a resolution passed by the shareholders of the Company in a general meeting, whichever is earlier. Page 6 of 7
AND THAT authority be given to the Directors of the Company to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary in the best interest of the Company to give effect to the transactions contemplated and/or authorised by this resolution. 16. CONCLUSION There being no other business, the Chairman declared the Meeting closed at 11.15 am and thanked those present for their attendance. SIGNED AS A CORRECT RECORD OF THE PROCEEDINGS THEREAT -Signed- CHAIRMAN Page 7 of 7