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HENGYUAN REFINING COMPANY BERHAD I 19

Explanatory Notes: acquisitions and / or for the issuance of shares as settlement of purchase
consideration, or other circumstances arise which involve grant of rights to
a. Agenda No 1
subscribe for shares, conversion of any securities into shares, or allotment
This item is meant for discussion only. The provisions of Section 340(1)(a) of shares under an agreement or option or offer, or such other application
of the Act require that the audited financial statements and the Reports of as the Directors may deem fit in the best interest of the Company.
the Directors and Auditors thereon be laid before the Company at its AGM.
As such, this Agenda item is not a business which requires a resolution to As at the date of this notice, the Company did not implement its proposal
be put to vote by shareholders. for new allotment of shares under the general mandate pursuant to
Sections 75 and 76 of the Act which was approved by the shareholders
b. Ordinary Resolution No 5 at the 61 st AGM held on 23 June 2020 and will lapse at the conclusion of
This resolution is to facilitate payment of Non-Executive Directors’ the 62 nd AGM to be held on 25 May 2021. As at the date of this notice,
fees and benefits for the period from 1 June 2021 to 31 May 2022. 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
In the event the Non-Executive Directors’ fees and benefits proposed are an announcement of the actual purpose and utilisation of proceeds arising
insufficient (e.g. due to more meetings or enlarged Board size), approval will from such issuance of shares.
be sought at the next AGM for additional fees to meet the shortfall.
d. Ordinary Resolution No 7
Directors’ benefits include meeting allowances and other emoluments The proposed Resolution No 7, if passed, will empower the Directors
payable to Directors and in determining the estimated total the Board had to purchase, on behalf of the Company, up to 10% of the total number
considered various factors including the number of scheduled meetings for of issued shares of the Company by utilising the funds allocated which
the Board and Board Committees and covers the period from 1 June 2021 shall not exceed the retained profits of the Company. This authority, unless
to 31 May 2022.
revoked or varied at a general meeting, will expire at the conclusion of the
c. Ordinary Resolution No 6 next AGM of the Company.
The proposed Resolution No 6, if passed, will empower the Directors of For further information, please refer to the Share Buy-Back Statement
the Company to issue and allot ordinary shares of the Company from dated 26 April 2021 accompanying the Company’s Annual Report for the
time to time and to grant rights to subscribe for shares in the Company, financial year ended 31 December 2020.
convert any securities into shares in the Company, or allot shares under
an agreement or option or offer, provided that the aggregate number of e. Ordinary Resolution No 8
shares allotted pursuant to this resolution does not exceed 10% of the The proposed Ordinary Resolution 8 is to seek renewal of the Shareholders’
total number of issued shares (excluding treasury shares) of the Company. Mandate and approval for the new Shareholders’ Mandate to allow the
Company and / or its subsidiaries to enter into recurrent related party
This proposed Resolution is a renewal of the previous year’s mandate.
The mandate is to provide flexibility to the Company to issue new securities transactions of a revenue or trading nature and to enable the Company
without the need to convene separate general meeting to obtain its to comply with Paragraph 10.09, Part E of the Main Market Listing
Requirement of Bursa Malaysia Securities Berhad. The mandate will take
shareholders’ approval so as to avoid incurring additional costs and time.
effect from the date of the passing of the ordinary resolution until the
The purpose of this general mandate, if passed, will enable the Directors next AGM of the Company unless it is revoked or varied at a general
to take swift action in case of a need to issue and allot new shares in the meeting. For further information, please refer to the Circular to
Company for fund raising exercises, including but not limited to further Shareholders dated 26 April 2021 accompanying the Company’s Annual
placement of shares for the purposes of funding current and / or future Report for the financial year ended 31 December 2020.
investment projects, working capital, repayment of bank borrowings,

STATEmENT ACCOmPANYINg NOTICE OF ANNUAL

gENERAL mEETINg

(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad)

1. There is no person seeking election as director of the Company at this Annual General Meeting.
2. Details of the general mandate to issue shares in the Company pursuant to Sections 75 and 76 of the Companies Act 2016
are set out in Explanatory Note (c) of the Notice of AGM.