Page 19 - HRC_Annual_Report_2023

Financial Reports &
Governance Other Information HENGYUAN REFINING COMPANY BERHAD l ANNUAL REPORT 2023 17

d. Ordinary Resolution No 5 f. Ordinary Resolution No 7
This resolution is to facilitate payment of Non-Executive Directors’ fees The proposed Resolution No 7, if passed, will empower the Directors to
and benefits for the period from 1 June 2024 to 31 May 2025. purchase, on behalf of the Company, up to 10% of the total number
of issued shares of the Company by utilising the funds allocated which
In the event the Non-Executive Directors’ fees and benefits proposed shall not exceed the retained profits of the Company. This authority,
are insufficient (e.g. due to more meetings or enlarged Board size), approval unless revoked or varied at a general meeting, will expire at the conclusion
will be sought at the next AGM for additional fees to meet the shortfall.
of the next AGM of the Company.
Directors’ benefits include meeting allowances and other emoluments For further information, please refer to the Share Buy-Back Statement
payable to Directors and in determining the estimated total, the Board dated 26 April 2024 accompanying the Company’s Annual Report for
had considered various factors including the number of scheduled the financial year ended 31 December 2023.
meetings for the Board and Board Committees and covers the period
from 1 June 2024 to 31 May 2025. g. Ordinary Resolution No 8
e. Ordinary Resolution No 6 The proposed Ordinary Resolution 8 is to seek renewal of the
Shareholders’ Mandate and approval for the new Shareholders’
The proposed Resolution No 6, if passed, will empower the Directors of Mandate to allow the Company and/or its subsidiaries to enter
the Company to issue and allot ordinary shares of the Company from into Recurrent Related Party Transactions of a Revenue or Trading
time to time and to grant rights to subscribe for shares in the Company, Nature and to enable the Company to comply with Paragraph 10.09,
convert any securities into shares in the Company, or allot shares under Part E of the Main Market Listing Requirements of Bursa Malaysia
an agreement or option or offer, provided that the aggregate number of Securities Berhad. The mandate will take effect from the date
shares allotted pursuant to this resolution does not exceed 10% of the of the passing of the ordinary resolution until the next AGM of
total number of issued shares (excluding treasury shares) of the Company.
the Company unless it is revoked or varied at a general meeting.
This proposed Resolution is a renewal of the previous year’s mandate. For further information, please refer to the Circular to Shareholders
The mandate is to provide flexibility to the Company to issue new dated 26 April 2024 accompanying the Company’s Annual Report for
securities without the need to convene separate general meeting to the financial year ended 31 December 2023.
obtain its shareholders’ approval so as to avoid incurring additional costs
and time.
The purpose of this general mandate, if passed, will enable the Directors
to take swift action in case of a need to issue and allot new shares
in the Company for fund raising exercise including but not limited
to further placement of shares for the purposes of funding current
and/or future investment projects, working capital, repayment of bank
borrowings, acquisitions and/or for issuance of shares as settlement
of purchase consideration, or other circumstances arise which involve
grant of rights to subscribe for shares, conversion of any securities into
shares, or allotment of shares under an agreement or option or offer,
or such other application as the Directors may deem fit in the best interest
of the Company.
As at the date of this notice, the Company did not implement its proposal
for new allotment of shares under the general mandate pursuant to
Sections 75 and 76 of the Act which was approved by the shareholders
th
at the 64 AGM held on 24 May 2023 and will lapse at the conclusion of
the 65 AGM to be held on 28 May 2024. As at the date of this notice,
th
there is no decision to issue new shares. Should there be a decision to
issue new shares after the general mandate is sought, the Company will
make an announcement of the actual purpose and utilisation of proceeds
arising from such issuance of shares.