ANNUAL REPORT 2016
94
Techno
Dex
Berhad
(627634-A)
EXPLANATORY NOTES TO SPECIAL BUSINESS
1. The Ordinary Resolution 1 proposed under item 5 of the Agenda is a renewal of the general mandate for issuance
of shares by the Company under Section 132D of the Companies Act, 1965. This Ordinary Resolution, if passed,
is to empower the Directors to issue shares in the Company up to an amount not exceeding in total ten per
centum (10%) of the issued share capital of the Company for such purposes as the Directors consider would be
in the interest of the Company. This would avoid any delay and cost involved in convening at a general meeting
to approve such an issue of shares. This authority will, unless revoked or varied by the Company at a general
meeting, expire at the conclusion of the next annual general meeting or the expiration of the period within which
the next annual general meeting is required by law to be held, whichever is the earlier.
This general mandate will provide flexibility to the Company for allotment of shares for any possible fund raising
activities, including but not limited to further placing of shares, for the purpose of funding future investment
project(s), working capital and/or acquisition(s).
As at the date of this Notice, 37,539,390 new ordinary shares of RM0.10 each were issued by the Company via
a private placement exercise at an issue price of RM0.105 per share pursuant to the general mandate granted to
the Directors at the last Annual General Meeting held on 30 October 2015.
The status of utilisation of gross proceeds of RM3,941,635.95 raised from the private placement exercise by the
Company as at 31 July 2016 were as follows:-
2. The Ordinary Resolution 2 proposed under item 6 of the Agenda is to accommodate any new shares to be issued
by the Company arising from any future corporate exercises.
3. The Special Resolution proposed under item 7 of the Agenda is to facilitate the Proposed Increase in Authorised
Capital and entails the deletion of existing Clause 6 of the Company’s Memorandum of Association and substitution
in place thereof a new Clause 6.
NOTICE OF
ANNUAL GENERAL MEETING
(continued)
Details of utilisation
Proposed
utilisation
RM’000
Amount
utilised
RM’000
Unutilised
proceeds
RM’000
Working capital
2,188
-
2,188
Business development
1,554
-
1,554
Expenses relating to the Proposed Private Placement
200
117
83
Total
3,942
117
3,825
