TECK GUAN PERDANA BERHADGuan Perdana Berhad to be held at Theobroma Conference Room, First Floor,...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser immediately.

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to itsaccuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or due to yourreliance upon the whole or any part of the contents of this Circular.

TECK GUAN PERDANA BERHAD Company No: 307097-A

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED RENEWAL OF MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS

The resolution in respect of the above proposal will be tabled at the 23rd Annual General Meeting of Teck Guan Perdana Berhad to be held at Theobroma Conference Room, First Floor, Hotel Emas, Jalan Utara, 91000 Tawau, Sabah. Shareholders are advised to refer to the Notice of Annual General Meeting and the Form of Proxy which are included in the 2017 Annual Report.

Last date and time for lodging the Form of Proxy : 20th June 2017 at 9.00 a.m.

Date and time of the Annual General Meeting : 22nd June 2017 at 9.00 a.m.

This Circular is dated 29th May 2017







IN RELATION TO












IN RELATION TO












IN RELATION TO












IN RELATION TO






DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

AGM - Annual General Meeting

Board or Board of Directors - Board of Directors of TGP

CP - Cacao Paramount Sdn Bhd

Director(s) - Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding 6 months from the date on which the terms of the transactions were agreed upon, a director of the Company or any other Company which is its subsidiary or holding company or a chief executive of the Company, its subsidiary or holding company

FFB - Fresh fruit bunches

HTG - HTG Holdings Sdn Bhd

Listing Requirements - Main Market Listing Requirements of Bursa Malaysia SecuritiesBerhad

“LPD” - Latest Practicable Date which is 30th April 2017 (being a date which is not more than 30 days prior to the date of the Circular)

Major Shareholder (s) - A person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amount of those shares, is equal to or more than 10% of the aggregate of the nominal amounts of all the voting shares in the Company; or equal to or more than 5% of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company. For the purpose of this definition, “interest in shares” shall have the meaning given in section 8 of the Act and includes any person who is or was within the preceding 6 months of the date on which the terms of the transactions were agreed upon, a major shareholder of the Company or any other company which is its subsidiary and holding company.

Proposal - Proposed Renewal of Mandate for Existing Recurrent Related Party Transactions.

Related Party(ies) - Director(s), Major Shareholder(s) or persons(s) connected with such Director(s) or Major Shareholder(s). For the purpose of this definition, Director(s) and Major Shareholder(s) shall have the meanings given in Paragraph 10.02 of the Listing Requirements

Recurrent Transaction(s) - A recurrent related party transaction which is of a revenue or trading nature which are necessary for day-to-day operations of TGP Group pursuant to Paragraph 10.09 Chapter 10 of the Listing Requirements and any amendments or Practice Notes from time to time

i

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

Related Party Transaction(s)/“RRPT”

- A transaction entered into by the TGP Group which involved the interest, direct or indirect, of a Related Party

Shareholders - Shareholders of TGP

Shareholders’ Mandate - Shareholders’ Mandate for TGP Group to enter into recurrent Related Party Transactions of a revenue or trading nature with Related Party in the ordinary course of business which are necessary for TGP Group’s day to day operations.

TGP or the Company - Teck Guan Perdana Berhad

TGP Group - Teck Guan Perdana Berhad and its subsidiary companies

TG China - Teck Guan (China) Ltd

ii

CONTENTS

CIRCULAR TO SHAREHOLDERS Page

1.0 INTRODUCTION 1

2.0 DETAILS OF THE PROPOSAL 2

3.0 PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE 3

3.1 Principal Business Activities of the TGP Group 3

3.2 Class and Nature of the Recurrent Transactions for the Proposed 4-16 Renewal of Shareholders’ Mandate

3.3 Details on the Related Parties 17

3.4 Disclosure of Related Party Transactions 17

3.5 Rationale for the Recurrent Transactions 17

3.6 Benefits of the Recurrent Transactions 17

3.7 Methods and Procedures of determining prices of Recurrent Transactions 18

3.8 Threshold for approval of Recurrent Related Party Transactions 19

3.9 The outstanding amount owing by Related Parties pursuant to Recurrent 19 Related Party Transactions

3.10 Statement by Audit Committee 19

3.11 Effects of the Proposal 19

4.0 MAJOR SHAREHOLDERS’ AND DIRECTORS’ INTEREST 20

5.0 INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS 20

6.0 FURTHER INFORMATION 20

7.0 APPROVALS REQUIRED 20

8.0 BOARD OF DIRECTORS’ RECOMMENDATION 20

9.0 ANNUAL GENERAL MEETING 21

APPENDIX I – FURTHER INFORMATION

iii

1

TECK GUAN PERDANA BERHAD (Company No. 307097-A)(Incorporated in Malaysia)

Registered Office: 318, Teck Guan Regency Jalan St. Patrick Off Jalan Belunu 91000 Tawau Sabah

29th May 2017

The Board of Directors:

Tham Vui Vun (Chairman and Independent Non-Executive Director) Y. Bhg Datuk Hong Ngit Ming (Managing Director) Fung Hiuk Bing (Independent Non-Executive Director) Wong Peng Mun (Independent Non-Executive Director)

To: The Shareholders of Teck Guan Perdana Berhad

Dear Sir/Madam,

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS.

1.0 INTRODUCTION

At the 22nd AGM held on 24th June 2016, the Company had obtained a Shareholders’ Mandate to enable the TGP Group to enter into Recurrent Transactions with Related Parties in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public which are necessary for TGP’s day-to-day operations.

The Shareholders’ Mandate shall, in accordance with the Listing Requirements, and the approval of the Shareholders obtained on 24th June 2016, lapse at the conclusion of the forthcoming 23rd AGM to be held on 22nd June 2017. The Board therefore proposes to seek a renewal of the Shareholders’ Mandate from the Shareholders at the forthcoming 23rd AGM to enable the TGP Group to enter and/or continue entering into Recurrent Transactions with Related Parties. This Shareholders’ Mandate, if approved by the Shareholders, will be subject to annual renewal.

On 10th April 2017, TGP announced its intention to seek the Shareholder’s approval for the Proposed Renewal of Shareholders’ Mandate in respect of the Recurrent Transactions to be entered into from the date of the forthcoming 23rd AGM to be held on 22nd June 2017 until :-

(i) the conclusion of the next AGM of TGP following the forthcoming 23rd AGM at which the Proposed Renewal of Shareholders’ Mandate is passed, at which time it will lapse, unless authority is renewed by an ordinary resolution passed at the next AGM; or

(ii) the expiration of the period within the next AGM is to be held pursuant to Section 340 (2) of the Act, but such period shall not extend to any extension as may be allowed pursuant to Section 340 (4) of the Act; or

1

TECK GUAN PERDANA BERHAD (Company No. 307097-A)(Incorporated in Malaysia)

Registered Office: 318, Teck Guan Regency Jalan St. Patrick Off Jalan Belunu 91000 Tawau Sabah

29th May 2017

The Board of Directors:

Tham Vui Vun (Chairman and Independent Non-Executive Director) Y. Bhg Datuk Hong Ngit Ming (Managing Director) Fung Hiuk Bing (Independent Non-Executive Director) Wong Peng Mun (Independent Non-Executive Director)

To: The Shareholders of Teck Guan Perdana Berhad

Dear Sir/Madam,

PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS.

1.0 INTRODUCTION

At the 22nd AGM held on 24th June 2016, the Company had obtained a Shareholders’ Mandate to enable the TGP Group to enter into Recurrent Transactions with Related Parties in the ordinary course of business based on commercial terms which are not more favourable to the Related Parties than those generally available to the public which are necessary for TGP’s day-to-day operations.

The Shareholders’ Mandate shall, in accordance with the Listing Requirements, and the approval of the Shareholders obtained on 24th June 2016, lapse at the conclusion of the forthcoming 23rd AGM to be held on 22nd June 2017. The Board therefore proposes to seek a renewal of the Shareholders’ Mandate from the Shareholders at the forthcoming 23rd AGM to enable the TGP Group to enter and/or continue entering into Recurrent Transactions with Related Parties. This Shareholders’ Mandate, if approved by the Shareholders, will be subject to annual renewal.

On 10th April 2017, TGP announced its intention to seek the Shareholder’s approval for the Proposed Renewal of Shareholders’ Mandate in respect of the Recurrent Transactions to be entered into from the date of the forthcoming 23rd AGM to be held on 22nd June 2017 until :-

(i) the conclusion of the next AGM of TGP following the forthcoming 23rd AGM at which the Proposed Renewal of Shareholders’ Mandate is passed, at which time it will lapse, unless authority is renewed by an ordinary resolution passed at the next AGM; or

(ii) the expiration of the period within the next AGM is to be held pursuant to Section 340 (2) of the Act, but such period shall not extend to any extension as may be allowed pursuant to Section 340 (4) of the Act; or

1

2

(iii) revoked or varied by resolution passed by the shareholders in a general meeting before the next AGM;

whichever is the earlier.

In accordance with Section 3.1.5 of Practice Note No. 12/2001 of the Listing Requirements, disclosure had been made in the 2017 Annual Report of TGP of the actual breakdown of the aggregate value of the Recurrent Transactions undertaken pursuant to the existing Shareholders’ Mandate during the financial year ended 31st January 2017.

The purpose of this Circular is to set out details, rationale and effects of the Proposals and to seek your approval for the ordinary resolution to be tabled at the forthcoming 23rd AGM of TGP to be convened at Theobroma Conference Room, First Floor, Hotel Emas, Jalan Utara, 91000 Tawau, Sabah on Thursday, 22nd

June 2017 at 9.00 a.m.

SHAREHOLDERS ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION TO APPROVE THE PROPOSAL.

2.0 DETAILS OF THE PROPOSAL

Pursuant to Part E, Paragraph 10.09(1) of the Listing Requirements, listed issuers with an issued and paid-up capital of below RM60 million must immediately announce a Recurrent Related Party Transaction as follows :-

(i) the consideration, value of the assets, capital outlay or costs of the Recurrent Related Party Transaction is RM1 million or more; or

(ii) the percentage ratio of such Recurrent Related Party Transaction is 1% or more,

whichever is the lower.

A listed issuer may seek a mandate from its shareholders for Recurrent Related Party Transactions subject to the following:

(a) the transaction are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public;

(b) the shareholder mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholder mandate during the financial year where the aggregate value is equal to or more than the threshold prescribed under Paragraph 10.09(1) of the Main Market Listing Requirements;

(c) the listed issuer’s circular to shareholders for the shareholder mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information;

(d) in a meeting to obtain shareholder mandate, the interested director, interested major shareholder or interested person connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such director or major shareholder, must not vote on the resolution to approve the transactions. An interested director or interested major shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and

(e) the listed issuer immediately announces to the Exchange when the actual value of a Recurrent Related Party Transaction entered into by the listed issuer, exceeds the estimated value of the Recurrent Related Party Transaction disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement.

Paragraph 2.4 of Practice Note 12 states that where a listed issuer has obtained a shareholders’ mandate in respect of any Recurrent Related Party Transaction, the above disclosure obligation as set out in items (i) and (ii) will not apply to the Recurrent Related Party Transactions which are comprised in the mandate.

2

3

3.0 PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

3.1 Principal Business Activities of the TGP Group

The principal business activities of TGP are provision of management services and investment holding. The principal activities of the subsidiary companies of TGP are set out in the table below:

Name of Company Place of Effective Principal ActivitiesIncorporation Equity Interest

(%) Cacao Paramount Sdn Bhd Malaysia 100 Processing of cocoa products, trading of crude palm kernel

oil, and the operation of kernel crushing plant and oil palm

plantation

Majulah Koko Tawau Sdn Bhd Malaysia 100 Processing and sales of cocoa butter, cocoa powder and

other cocoa products and the export of trading produce

Tawau Cocoa Estate Sdn Bhd Malaysia 100 Operation of oil palm and cocoa plantations

The Board is seeking approval from Shareholders for the Proposed Shareholders’ Mandate, which will allow the TGP Group to enter into the categories of Related Party Transactions referred to in Paragraph 3.2 below, in the ordinary course of business, with the Related Parties set out in Paragraph 3.3 below, provided such transactions, are of a revenue nature necessary for day-to-day operations of the TGP Group, on TGP Group’s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and not to the detriment of the minority shareholders.

Transactions with a Related Party which do not fall within the ambit of the Proposal shall be subject to the relevant provisions of Chapter 10 of Listing Requirements.

3

4

3.2 Class and nature of the Recurrent Transactions for the Proposed Renewal of Shareholders’ Mandate

The Proposed Renewal of Shareholders’ Mandate will apply to the following Recurrent Transactions entered into bythe TGP Group with the following Related Parties :-

Company Nature of Transactions Related Party

2017Mandate 2016 Mandate

(A)

Estimated Value of

transaction pursuant to

2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of

transaction disclosed in

2016Mandate

(RM’000)

(C)

Actual Value of

transaction conducted

pursuant to 2016

Mandate[as at LPD]

(RM’000)

Deviation between

values in (B) and (C)

(%)

A. RENEWAL OF RECURRENT TRANSACTION

1 Cacao Paramount Sdn Bhd (Buyer)

Computer rental paid/payable for centralised information system services within HTG Group

Hoko Sdn Bhd(Seller)

48 36 30 NA

2 Majulah Koko Tawau Sdn Bhd (Buyer)

Computer rental paid/payable for centralised information system services within HTG Group.


18 18 13 NA

3 Tawau Cocoa Estate Sdn Bhd (Buyer)


Hoko Sdn Bhd (Seller)

21 20 17 NA

4 Teck Guan Perdana Berhad (Buyer)



18 18 8 NA


Purchase of fertilizers,chemicals, parts, consumables and other

Teck Guan Trading Sdn Bhd (Seller)

240 240 27 NA

4

3.2 Class and nature of the Recurrent Transactions for the Proposed Renewal of Shareholders’ Mandate

The Proposed Renewal of Shareholders’ Mandate will apply to the following Recurrent Transactions entered into bythe TGP Group with the following Related Parties :-



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)

Actual Value of

transaction conducted

pursuant to 2016

Mandate[as at LPD]

(RM’000)

Deviation between


(%)

A. RENEWAL OF RECURRENT TRANSACTION




48 36 30 NA


Computer rental paid/payable for centralised information system services within HTG Group.


18 18 13 NA




21 20 17 NA

4 Teck Guan Perdana Berhad (Buyer)



18 18 8 NA


Purchase of fertilizers,chemicals, parts, consumables and other


240 240 27 NA

4

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)

Actual Value of transaction

conducted pursuant to

2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao

Paramount Sdn Bhd (Buyer)

Purchase of general supplies

Teck Guan Trading Sdn Bhd(Seller)

240 240 62 NA




12 12 1 NA

8 TawauCocoa Estate Sdn Bhd (Buyer)

Purchase of fuel, oil, supplies and others

Teck Guan Sdn Bhd (Seller)

360 360 141 NA




600 600 39 NA


Purchase of fuel, oil, cocoa beans and supplies

Teck GuanSdn Bhd

(Seller)12 12 6 NA

11 Majulah Koko Tawau Sdn Bhd (Seller)

Sales of cocoa and chocolate products

Teck Guan Trading Sdn Bhd (Buyer)

4,000 2,400 1,827 NA

12 Tawau Cocoa Estate Sdn Bhd (Seller)

Sales of FFB Sungai Burung Industries Sdn Bhd (Buyer)

8,820 6,650 8,512 28 %(Due to increase in FFB price by 27.5%


Sales of FFB Tri-Grow Sdn Bhd (Buyer)

500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)6 Cacao




240 240 62 NA




12 12 1 NA




360 360 141 NA




600 600 39 NA



Teck GuanSdn Bhd

(Seller)12 12 6 NA




4,000 2,400 1,827 NA






500 650 101 NA

5

6



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of

transaction disclosed in 2016

Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)14 Cacao

Paramount Sdn Bhd (Recipient)

Plantation administration fee for provision of centralized plantation management within HTG Group

Prosperous Sebatik Sdn Bhd (Provider)

48 48 30 NA

15 Cacao ParamountSdn Bhd (Landlord)

Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2, Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 May 2015 with an option for tenant to renew. Age of property is 18 yearsold

Teck Guan Sdn Bhd (Tenant)

24 24 15 NA

16 Cacao ParamountSdn Bhd(Landlord)

Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2, Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 May 2015 with an option for tenant to renew. Age of property is 18 yearsold.

Atlantica Sdn Bhd(Tenant)

18 18 10 NA

6

7



(A)

Estimated Value of


2017Mandate(23 June 2017 to 30

June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)17 Cacao

ParamountSdn Bhd (Landlord)

Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2, Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 May 2015 with an option for tenant to renew. Age of property is 18 years old.

Brantian Palm Oil Sdn Bhd (Tenant)

18 18 10 NA


Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2 Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 May 2015 with an option for tenant to renew. Age of property is 18 years old.

Sungai Burung Industries Sdn Bhd (Tenant)

18 18 10 NA

7

8



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)19 Tawau

Cocoa EstateSdn Bhd (Tenant)

Office Rental Paid /Payable on a monthly basis for renting of administration office at 318, Teck Guan Regency, Jalan St. Patrick, 91000 Tawau under title CL105323779 covering an area of 2,309 square feet Commencing from 01.02.2015 to 31.01.2018

Jolly LandSdn Bhd(Landlord)

16 16 12 NA

20 Tawau Cocoa Estate Sdn Bhd (Tenant)

Land Rental Paid/ Payable on a monthly basis for renting of 25.04 acres more or less agriculture land for oil palm cultivation under titles CL 105427889 &105427754 situated at Gading, District of Tawau. Commencing from 01.02.2016 to 31.01.2018

Teck Guan Plantations Sdn Bhd (Landlord)

30 29 23 NA

21 Majulah Koko Tawau Sdn Bhd(Tenant)

Office Rental Paid / Payable on a monthly basis for renting of administration office at 318, Teck Guan Regency, Jalan St. Patrick, 91000 Tawau under title CL105323779 covering an area of 577 square feetCommencing from 01.02.2015 to 31.01.2018


4 4 3 NA

8

9



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(B)

Estimated value of


2016Mandate

(C)



2016Mandate

[as at LPD]

Deviation between


(RM’000) (RM’000) (RM’000) (%)22 Cacao

ParamountSdn Bhd (Tenant)

Office Rental Paid / Payable on a monthly basis for renting of administration office at 318, Teck Guan Regency, Jalan St. Patrick, 91000 Tawau under title CL 105323779 covering an area of 577 square feet.Commencing from 01.02.2015 to 31.01.2018


7 6 3 NA

23 Cacao ParamountSdn Bhd (Tenant)

Rental expense payable on monthly basis for renting of land, infrastructures and factory buildings located at Mile 2, Jalan Tg Batu, TawauSabah, covering an area of 515,750 square feet for a period of 3 years commencing from 1 March 2015 with an option for tenant to renew. Age of property is 7 years old.

Teck Guan Industries Sdn Bhd (Landlord)

2,400 2,400 1,805 NA

24 Cacao ParamountSdn Bhd (Seller)

Sales of Palm Kernel Oil

Teck Guan (China) Ltd (Buyer)

240,000 210,000 176,034 NA

25 Cacao ParamountSdn Bhd (Buyer)

Purchase of Palm Kernel

Atlantica Sdn Bhd (Seller)

36,000 36,000 10,969 NA



Brantian PalmOil Sdn Bhd (Seller)

36,000 36,000 10,835 NA

9

10



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)27 Cacao

ParamountSdn Bhd (Buyer)


Sungai Burung Industries Sdn Bhd (Seller)

36,000 36,000 27,051 NA


Purchase of steam and electricity

Evergreen Intermerge Sdn Bhd(Seller)

5,400 5,400 934 NA

29 MajulahKoko Tawau Sdn Bhd (Buyer)

Purchase of steam and electricity

Evergreen Intermerge Sdn Bhd(Seller)

42 48 3 NA

30 Cacao Paramount Sdn Bhd (Provider)

Interest income received by CP from TG China arising from late payment of sales consideration of crude palm kernel oil to TG China **

Teck Guan (China) Ltd(Recipient)

1,200 1,200 0 NA

31 Teck Guan Perdana Bhd (Tenant)

Office Rental Paid/Payable on monthly basis for renting of administration office at 318, Teck Guan Regency, Jalan St. Patrick, 91000 Tawau under title CL 105323779 covering an area of 4,041 square feet.Commencing from 01.02.2015 to 31.01.2018

Jolly Land Sdn Bhd(Landlord)

36 30 21 NA

10

11



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)32 Cacao

Paramount Sdn Bhd (Tenant)

Utilities Charges paid/payable on monthly basis for tele-communication facilities, electricity and water consumption at administration office rented at 318, Teck Guan Regency, Jalan St. Patrick, 91000 Tawau.


15 15 9 NA

33 Majulah Koko Tawau Sdn Bhd (Tenant)


Jolly Land Sdn Bhd (Landlord)

12 12 9 NA




15 15 11 NA




12 12 9 NA

11



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)32 Cacao




15 15 9 NA




12 12 9 NA




15 15 11 NA




12 12 9 NA

11



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)32 Cacao




15 15 9 NA




12 12 9 NA




15 15 11 NA




12 12 9 NA

11



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)32 Cacao




15 15 9 NA




12 12 9 NA




15 15 11 NA




12 12 9 NA

11



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)32 Cacao




15 15 9 NA




12 12 9 NA




15 15 11 NA




12 12 9 NA

11

12



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)36 Tawau

Cocoa Estate Sdn Bhd(Landlord)

Land rental income receivable on a monthly basis from letting of 30 acres more or less of land under title CL 105334996 situated at KM68, JalanTawau-Kalabakan, Sungai Sibuku, Brantian, District of Tawau. Period of 2 years commencing from 01.02.2016 to 31.01.2018

Konsep Muktamad Sdn Bhd(Tenant)

100 96 72 NA

37 Teck Guan Perdana Bhd (Provider)

Interest Income ** HTG Holdings Sdn Bhd(Recipient)

600 480 111 NA


Sales of FFB Konsep Muktamad Sdn Bhd (Buyer)

2,400 2,450 1,485 NA

39 Cacao ParamountSdn Bhd(Buyer)


Konsep Muktamad Sdn Bhd(Seller)

54,000 54,000 14,968 NA

40 Cacao ParamountSdn Bhd(Seller)

Sales of FFB Prosperous Sebatik Sdn Bhd (Buyer)

900 900 425 NA

41 Cacao ParamountSdn Bhd(Buyer)


Prosperous Sebatik Sdn Bhd (Seller)

24,000 24,000 7,575 NA

42 Cacao Paramount Sdn Bhd(Buyer)

Purchase of fertilizers, chemicals & parts

Prosperous Sebatik SdnBhd (Seller)

420 420 95 NA

12

13



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)43 Cacao

Paramount Sdn Bhd(Buyer)

Purchase of food & beverage

Hotel Emas Sdn Bhd(Seller)

24 24 7 NA

44 Majulah Koko TawauSdn Bhd(Buyer)



14 14 2 NA


Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2, Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 August 2015 with an option for tenant to renew. Age of property is 18 years old.

Konsep Muktamad Sdn Bhd(Tenant)

18 18 13 NA

46 Cacao ParamountSdn Bhd(Landlord)

Rental income receivable on a monthly basis from letting of warehouse and office space located at Mile 2, Jalan Tg. Batu Laut, Tawau, Sabah, covering an area of 18,599 square feet for a period of 3 years commencing from 1 August 2015 with an option for tenant to renew. Age of property is 18 years old.

Prosperous SebatikSdn Bhd (Tenant)

18 18 13 NA

13

14



(A)

Estimated Value of


2017Mandate(23 June

2017 to 30June 2018)*

(RM’000)

(B)

Estimated value of


2016Mandate

(RM’000)

(C)



2016Mandate

[as at LPD]

(RM’000)

Deviation between


(%)47 Teck Guan

PerdanaBhd(Buyer)



12 12 2 NA


Purchase of fertilizers Bestbricks (Sabah) Sdn Bhd (Seller)

2,400 2,400 584 NA

49 TawauCocoa Estate Sdn Bhd(Buyer)

Purchase of fertilizers Teck Guan Industries Sdn Bhd(Seller)

240 240 70 NA

50 Teck Guan Perdana Bhd (Recipient)

Interest expense**Interest charged on advances from HTG to TGP for working capital

HTG Holdings Sdn Bhd(Provider)

1,028 1,028 2 NA

Notes:

* The estimated aggregate values of transaction for the period from 23 June 2017 to 30 June 2018 (proposed date of the next AGM) are based on information available at the time of estimations. Due to the nature of transactions, the actual value may vary from the estimated value disclosed above.

** Interest is charged to/by TGP Group on trade debts arising from transactions with Transacting Related Parties which are in their ordinary course of business at a rates ranging from 6.65% - 6.85% per annum which is based on the Base Lending Rates of commercial banks in Malaysia.

14

15

Information on Related Parties

Principal Activities of the Related Parties

Related Party Principal Activities

Atlantica Sdn. Bhd. Operation of a palm oil millBrantian Palm Oil Sdn. Bhd. Operation of a palm oil millBestbricks (Sabah) Sdn Bhd Operation of a limestone quarry processing, grinding and repacking

factory, and trading of fertilizer.Evergreen Intermerge Sdn Bhd Operation of a biomass power plant.Hoko Sdn. Bhd. Provision of financial and administration services.Hotel Emas Sdn Bhd HotelierHTG Holdings Sdn Bhd Investment holdingJolly Land Sdn Bhd Letting of commercial propertiesKonsep Muktamad Sdn Bhd Operation of oil palm plantation and a palm oil mill Prosperous Sebatik Sdn Bhd Operation of oil palm plantation and a palm oil millSungai Burung Industries Sdn Bhd Operation of a palm oil millTeck Guan (China) Ltd Operation of oleo chemical plant Teck Guan Industries Sdn Bhd Operation of a brick factory and limestone processing.Teck Guan Plantations Sdn Bhd Oil Palm plantation and property development.Teck Guan Sdn. Bhd. Export of plantation produce, insurance agencies, operation of petrol

station and trading of fuel and oil.Teck Guan Trading Sdn. Bhd. Retailing of hardware, engineering goods, building materials,

agricultural fertilizers and chemicals, consumer products and celcom products.

Tri-Grow Sdn Bhd Trading of oil palm fresh fruit bunches.

The direct and indirect interests of each of the Directors of the Company in HTG as at 30th April 2017.

Direct IndirectNo. of 10% cumulative

preference shares of RM1.00 each

No. of 10% cumulative preference shares of RM1.00

eachDatuk Hong Ngit Ming 100,000 -Tham Vui Vun - -Fung Hiuk Bing - -Wong Peng Mun - -

The Directors of the Company do not hold any ordinary shares in HTG.

15

16

The equity interest of HTG in the Related Parties as at 30th April 2017

1. Atlantica Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

2. Prosperous Sebatik Sdn Bhd is 53.51% owned by Teck Guan Holdings Sdn Bhd and 46.49% owned by HTG. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

3. Brantian Palm Oil Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

4. Hoko Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

5. Sungai Burung Industries Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

6. Teck Guan Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

7. Teck Guan Trading Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

8. Jolly Land Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

9. Teck Guan Plantations Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

10. Teck Guan (China) Ltd is 100% owned by Teck Guan Harmony Sdn Bhd. Teck Guan Harmony Sdn Bhd is 95.24% owned by Teck Guan Holdings Sdn Bhd which is 100% owned by HTG.

11. Evergreen Intermerge Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

12. Teck Guan Industries Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

13. Tri-Grow Sdn Bhd is 99.9987% owned by Teck Guan Holdings Sdn Bhd and 0.0003% owned by HTG. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

14. Konsep Muktamad Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

15. Hotel Emas Sdn Bhd is 52.71% owned by Teck Guan Holdings Sdn Bhd and 43.80% owned by HTG. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

16. Bestbricks (Sabah) Sdn Bhd is 100% owned by Teck Guan Holdings Sdn Bhd. Teck Guan Holdings Sdn Bhd is 100% owned by HTG.

16

17

3.3 Details on the Related Parties

The interest of the Related Parties in each of the Recurrent Transactions are similar and are as follows:

Datuk Hong Ngit Ming, by virtue of his directorship and indirect interest in shares of TGP and being Director of HTG which is the holding company of TGP, is deemed interested in the Recurrent Transactions. HTG is the holding company or ultimate holding company of the Related Party and is therefore deemed a person connected to the Director of TGP. Accordingly, Datuk Hong Ngit Ming, has and will abstain from all board deliberations and voting at meetings of the Board of TGP on matters relating to the Recurrent Transactions and on the resolution approving the Proposed Renewal of Shareholders’ Mandate at the forthcoming 23rd AGM.

HTG is a major shareholder of TGP and hence, HTG will abstain from deliberation and voting on the resolution approving the Proposed Renewal of Shareholders’ Mandate at the forthcoming 23rd AGM.

3.4 Disclosure of Related Party Transactions

Disclosure will be made in the annual report of the Company of the aggregate value of the Recurrent Transactions conducted pursuant to the renewed Shareholders’ Mandate in respect of the Proposal (if approved) during the current financial year, and in the annual reports for the subsequent financial years during which a Shareholders’ mandate is in force. In making such disclosure, a breakdown will be provided of the aggregate value of the Recurrent Related Party Transactions conducted pursuant to the renewed Shareholders’ Mandate in respect of the Proposal during the current financial year, amongst others, based on the following:-

(a) the type of the Recurrent Related Party Transactions made; and

(b) the names of the Related Parties involved in each type of Recurrent Related Party Transaction and their relationship with the Company, or the relevant subsidiary or holding company, as the case may be.

3.5 Rationale for the Recurrent Transactions

The Recurrent Transactions of which were entered into or to be entered into by the TGP Group are in the ordinary course of business. The Recurrent Transactions are made on arms-length basis which are fair and reasonable and on terms no more favourable to the Related Party than those generally available to the public. It is envisaged that in the normal course of their business, transactions between companies in the TGP Group and the Related Party are likely to occur from time to time and it may be impracticable to seek shareholders’ approval on a case by case basis before entering into such related party transactions.

With the Shareholders’ Mandate and the renewal of the same on an annual basis in place, separate general meetings would not be necessary to be convened to seek shareholders’ approval as and when Related Party Transactions occur. This would substantially reduce administrative time, inconvenience and expenses associated with the convening of such meetings on an ad-hoc basis, and allow manpower resources and time to be channelled towards attaining corporate objectives.

Hence, the Board is seeking approval from shareholders on the Proposed Renewal of Shareholders’ Mandate for the respective Recurrent Transactions as described in Paragraph 3.2 above.

3.6 Benefits of the Recurrent Transactions

Generally, the Recurrent Transactions provide the TGP Group with an effective network of support to its operational needs which brings about operational benefits in terms of overall effectiveness and efficiency. The Recurrent Transactions are intended to enhance the TGP Group’s ability to pursue business opportunities which are time sensitive in nature.

17

18

3.7 Methods and Procedures of determining prices of Recurrent Transactions

Generally, the prices, terms and conditions of the Recurrent Transactions are based on market rates, the availability of the amount/resources to be transacted and negotiated on a willing buyer willing seller basis.

The following internal review procedures, of which are in place, have been established to ensure that the Recurrent Transactions are undertaken on arms-length basis and on terms not more favourable to the Related Party than those generally available to the public and are not detrimental to the minority shareholders:

(i) Any tender, quotation or contract received from or proposed to be entered into with a Related Party will not be approved unless the pricing of the TGP Group for services, products and materials and/or equipment to be provided or supplied and/or received or purchased is determined in accordance with the Group’s usual business practices and policies.

(ii) A list of the Related Party mandated pursuant to the Proposed Renewal of Shareholders’ Mandatewill be circulated within the TGP Group with notification that all Recurrent Transactions are required to be undertaken on arms-length basis and on normal commercial terms of which are not more favourable to the Related Party than those generally available to the public. The Company will also maintain a record of Recurrent Transactions carried out pursuant to the Proposed Renewal of Shareholders’ Mandate. The TGP’s internal audit plan will incorporate a review of the record in respect of the transactions entered into during the year.

(iii) A listing will be maintained by the TGP Group to capture all Recurrent Transactions which are entered into. A register will be kept by TGP to keep track on the appointment of Directors in TGP and its subsidiaries and the Major Shareholders of TGP and its subsidiaries. Additionally, the register will serve to capture the immediate disclosure required from the Directors of TGP’s subsidiaries on any interests in a corporation/partnership. The respective management teams of the subsidiaries are required to update TGP on a monthly basis;

(iv) The shareholding interest of the Related Party will be monitored continuously. Any changes in the shareholdings of the Related Party will be duly notified to the respective subsidiary companies;

(v) The Recurrent Transactions will be reviewed quarterly by the management of the TGP Group and subsequently tabled for the Audit Committee’s quarterly review and noting;

(vi) The TGP’s internal audit plan shall include a review of the Recurrent Transactions entered into pursuant to the Proposed Renewal of Shareholders’ Mandate. The Board and Audit Committee shallreview the internal audit reports to ascertain that the review procedures established to monitor the Recurrent Transactions have been complied with. In the event the Audit Committee considers certain guidelines and procedures to be insufficient to ensure that the Recurrent Transactions are in normal commercial terms and/or the transaction is detrimental to the minority shareholders, the Audit Committee would report to the Board to decide on the necessary course of action;

(vii) If a member of the Board or the Audit Committee has an interest in the transaction to be reviewed by the Board or the Audit Committee as the case may be, he will abstain from any decision making by the Board or the Audit Committee in respect of the transaction; and

(viii) The Recurrent Transactions between the TGP Group and the Related Party have been and will be disclosed in TGP’s Annual Report.

There are no members of the Audit Committee who are interested in the Recurrent Transaction as described in Paragraph 3.2 above.

At least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar types of products/services and/or quantities. In the event the quotation or comparative pricing from unrelated third parties cannot be obtained (for instance, if there are no unrelated third party vendors/customers of similar products or services, or if the product/service is a proprietary item), the transaction price will be determined by those offered by/to other unrelated parties for substantially similar type of transactions and approved by the Board to ensure that the Recurrent Related Party Transactions are not detrimental to the Group.

18














18














18














18














18














18














18














18














18














18














18














18














18

19

3.8 Threshold for approval of Recurrent Related Party Transactions

To ensure that the RRPTs are undertaken on terms not more favourable to the Related Parties than those generally available to the public and not to the detriment of the minority shareholders, the Board of Directors has put in place the following procedures:

i. There is no specific threshold for approval of RRPTs within the Teck Guan Group. The Board and the Audit Committee may, as they deem fit, request for additional information on the transaction under review from independent sources or adviser, including valuations fromindependent professional valuers. The Audit Committee may when necessary direct the Internal Audit Department to conduct and verify prices of transactions to ensure that they are determined by market forces, under similar commercial terms for transactions with third parties.

ii. Disclosure will be made in the Annual Report of the Company of the breakdown of the aggregate value of RRPT undertaken during the financial year to which the Annual Report relates.

3.9 The outstanding amount owing by Related Parties pursuant to Recurrent Related Party Transactions

There are no amounts due and owing by the Related Parties to TGP pursuant to the Recurrent Related Party Transactions as at the end of the last financial year ended 31 January 2017 which exceeded the credit terms.

3.10 Statement by Audit Committee

The Audit Committee of the Company has seen and reviewed the procedures mention in Section 3.7 above and are satisfied that :-

(i) the Group has in place adequate procedures and processes to monitor, track and identify Recurrent Related Party Transactions in a timely and orderly manner, and that these procedures and processes are reviewed annually; and

(ii) the procedures above are sufficient to ensure that the terms of the Recurrent Related Party Transactions are fair, reasonable and on normal commercial terms; are not more favourable to the Related Party than those generally available to the public; are not detrimental to minority shareholders and are in the best interest of the Group.

As at the date of this Circular, the composition of the audit committee is as follows:

a) Mr. Tham Vui Vun (Chairman, Independent Non-Executive Director)b) Mr. Fung Hiuk Bing (Independent Non-Executive Director)c) Mr. Wong Peng Mun (Independent Non-Executive Director)

3.11 Effects Of The Proposal

The Proposal, if approved, will not have any financial effects on the issued and paid-up share capital and major shareholders’ shareholdings of TGP and is not expected to have a material effect on the earnings or the net tangible assets of TGP Group.

19

20

4.0 MAJOR SHAREHOLDERS’ AND DIRECTOR’S INTEREST

Datuk Hong Ngit Ming, by virtue of his directorship and indirect interest in shares of TGP and being Director of HTG which is the holding company of TGP, is deemed interested in the Recurrent Transactions. HTG is the holding company or ultimate holding Company of the Related Parties and is therefore deemed a person connected to the Director of TGP and accordingly shall abstain from voting in respect of its direct and indirect interests on the resolution approving the Proposed Renewal of Shareholders’ Mandate at the forthcoming 23rd AGM. Accordingly, Datuk Hong Ngit Ming, has and will abstain from all board deliberations and voting at meetings of the Board of TGP on matters relating to the Recurrent Transactions and will abstain from voting in respect of his direct and/or indirect shareholdings on the resolution approving the Proposed Renewal of Shareholders’ Mandate at the forthcoming 23rd AGM. Save as aforesaid, none of the Directors and Major shareholders and/or persons connected to them has any interest in the related party transactions in regards to the Proposed Renewal of Shareholders’ Mandate.

The abovementioned parties have also undertaken to ensure that the persons connected to them will abstain from voting on the resolution, deliberating or approving the Proposed Renewal of Shareholders’ Mandate.

5.0 INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS

According to the Register of Directors’ and Register of Substantial Shareholders’ shareholdings as at 30th

April 2017, the direct and indirect interests of the interested Directors and Major Shareholders of TGP are as follows:

Direct IndirectNo. of Shares % No. of Shares %

DirectorsDatuk Hong Ngit Ming - - 25,978,182* 64.79Major ShareholderHTG Holdings Sdn Bhd 23,976,982 59.80 2,001,200** 4.99

Notes: * Deemed interested by virtue of his indirect interests in the shares held by HTG ** Deemed interested by virtue of shares held by Teck Guan Development(Sabah) Sdn Bhd, a subsidiary of HTG Holdings Sdn Bhd.

6.0 FURTHER INFORMATION

Shareholders are requested to refer to Appendix I for further information.

7.0 APPROVALS REQUIRED

The Proposal is subject to the approval of the shareholders of TGP at the forthcoming 23rd AGM to be convened.

8.0 BOARD OF DIRECTORS’ RECOMMENDATION

Your Board of Directors (except for Datuk Hong Ngit Ming), having considered all aspects of the Proposal, is of the opinion that they are in the best interest of the TGP Group and accordingly the Board (save for Datuk Hong Ngit Ming, who has abstained from making a recommendation on the Proposed Renewal of Shareholders’ Mandate) recommends that you vote in favour of the Ordinary Resolution in relation to the Proposals to be tabled at the forthcoming 23rd AGM.

20

21

9.0 ANNUAL GENERAL MEETING

The notice of AGM that contains the resolutions in respect of the Proposal has been incorporated into the 2017 Annual Report that is circulated to you together with this Circular.

If you are unable to attend and vote in person at the AGM, you should complete and return the Form of Proxy enclosed in the 2017 Annual Report in accordance with the instructions therein as soon as possible and, in any event, so as to arrive at the Registered Office of the Company at 318, Teck Guan Regency, Jalan St. Patrick, Off Jalan Belunu, 91000 Tawau, Sabah not later than forty-eight (48) hours before the time appointed for holding the AGM or any adjournment thereof.

The completion and lodgement of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Yours faithfully, For and on behalf of the Board of Directors of TECK GUAN PERDANA BERHAD

Tham Vui Vun Chairman and Independent Non-Executive Director

21

Appendix I

FURTHER INFORMATION

1.0 RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of TGP and they collectively and

individually accept full responsibility for the accuracy of the information given and confirm that after having made all reasonable enquiries and to the best of their knowledge and belief, there are no facts, the omission of which would make any statement in this Circular misleading.

2.0 MATERIAL CONTRACTS

There are no material contracts which have been entered into by TGP and/or its subsidiary companies during the two (2) years immediately preceding the date of this Circular, other than contracts entered into in the ordinary course of business.

3.0 MATERIAL LITIGATION

The TGP Group is not engaged in any material litigation, claims or arbitration either as plaintiff or defendant. The Directors of TGP are not aware of any proceedings, pending or threatened against the Company and/or its subsidiary companies or of any facts likely to give rise to any proceedings which might materially or adversely affect the position or business of the Company and/or its subsidiary companies.

4.0 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal office hours at the Registered Office of the Company at 318, Teck Guan Regency, Jalan St. Patrick, Off Jalan Belunu, 91000 Tawau, Sabah from the date of this Circular up to and including the date of the AGM:

(i) the Constitution of TGP; and

(ii) the audited consolidated accounts of TGP for the past two (2) years ended 31st January 2016 and 31st January 2017.

22

TECK GUAN PERDANA BERHADGuan Perdana Berhad to be held at Theobroma Conference Room, First Floor,...

Documents

Transcript of TECK GUAN PERDANA BERHADGuan Perdana Berhad to be held at Theobroma Conference Room, First Floor,...