CCM Duopharma Biotech Berhad ("CCMD" or "The Company") - Proposed Renewal of Existing Shareholders' Mandate and Proposed New Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders' Mandate")
24 Feb 2009
 

The Board of Directors of CCMD wishes to announce that the Company is proposing to seek its shareholders' approval at the forthcoming Annual General Meeting ("AGM") for the Proposed Renewal of Existing Shareholders' Mandate and Proposed New Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue and Trading Nature ("Proposed Shareholders' Mandate").

(i) Background of Proposed Shareholders' Mandate

At an Annual General Meeting ("AGM") held on 21 May 2008, the Company obtained shareholders' approval for CCMD Group to enter into RRPTs. The authority obtained for RRPTs shall continue to be in force (unless revoked or varied by the Company in general meeting) until:-

(a) the conclusion of the next AGM of the Company following the forthcoming AGM at which the Proposal is approved, at which time it will elapse, unless further renewed by a resolution passed at the next AGM;

(b) the expiration of the period within the next AGM of the Company after the forthcoming AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or

(c) revoked or varied by resolution passed by the shareholders in general meeting of the Company,

whichever is earlier.

Details of the Proposed Shareholders' Mandate:

The Recurrent Transactions are carried out in the ordinary course of business on arms' length basis and on terms which are no more favourable to the Related Parties than those generally available to the public and which are not prejudicial to the interest of the minority shareholders of CCMD. The Recurrent Transactions are intended to meet the business needs of the CCMD Group and to ensure smooth running of businesses within the CCMD Group.

Rationale:

The proposed Shareholders' Mandate would eliminate the necessity to announce and convene separate general meetings from time to time to seek shareholders' approval as and when such recurrent related party transaction occur. This would reduce substantial administrative expenses associated with the convening of such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to the Company.

(ii) Approval Required

The Proposals are subject to approval being obtained from the shareholders of the Company at the forthcoming AGM.
A circular to shareholders containing details in relation to the Proposals will be submitted to Bursa Securities for approval and once approved, will be distributed to shareholders in due course.

This announcement is dated 24 February 2009.

 
 
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