SUNRISE BERHAD

(Company No.231818-V)
(Incorporated in Malaysia)
CHAIRMANS AGENDA FOR THE EXTRAODINARY MEETING TO BE HELD
ON 14 MAY 2015 (THURSDAY) AT 10.30 A.M. AT 505 ROOM, WESTIN HOTEL,
JALAN NIP 2/8, TAMAN PERINDUSTRIAN NUSAJAYA 2, JOHOR BAHRU
79200, MALAYSIA.
SCRIPT
At 10.30 a.m., the chairman and shareholders shall process to their seats at the meeting
room.
-(All members enter in meeting room without Chairman, Adli
Bakhtiar.)
(After 15minutes. Chairman still not comes. The Members start
asking each other).
(Zarfan starts

flipping his

pen; Jhony

starts scrolling his

smartphone; Melissa starts reading magazine, Vincent starts

S/holder 1

spinning his chair)

Thats too much! I have been waiting for 10 minutes. You are

S/holder 4

wasting my time.
Who is the one wasting my time here? Do you know my earnings
per minute? I could have earned more than thousands per minute
dealing with my stocks. Who is going to compensate for my loss?

Director 4

Are you going to be responsible for my loss?

Calm down. Mr Jhony. Im also rushing to fetch my son from
nursery later. Be patient.

CS

According to Article 49, Table A, the chairman of board of

directors shall preside as chairman at general meeting or if no
chairman or if he is not present within 15 minutes after the time
appointed for the holding of the meeting or he is unwilling to act,
the member present shall elect one of them. So you all shall
appoint a new chairman for replacement if Mr Adli is not going to

Director 2
Chairman

show up after 15 minutes.

Lets wait for a few more minutes.
(After 13 minutes, Mr Chairman appears)
Good morning, everyone. Im sorry for not being punctual. My car
broke down on my way to the hotel, so I had to take a taxi
instead. Alright, it is my honour to welcome every one of you to
our Extraordinary General Meeting. Without any further delay, I
would like to call upon Ms. Secretary to confirm the presence of a

quorum.
WELCOMING SPEECH
Chairman
Good Morning. It is my honour to welcome every one of you to
our Extraordinary General Meeting. Without any further delay, I
would like to call upon Ms. Secretary to confirm the presence of a
CS

quorum.
*Stand up and check the attendance list*
Thank you, Mr. Chairman. Now I would like to confirm the
attendance of members with majority shares in our company.
They are Mr. Adli, Mr. Alex, Mr. Munawer, Mr. Dahlan and

Ms

Alexcaendra.
Based on the attendance list that I have prepared, there are total
of 15 people attending this EGM.

QUORUM
CS

Mr. Chairman, according to Article 47 of Table A, two (2) members

present in person shall be quorum for general meeting. I am
pleased to confirm the presence of the requisite quorum as the

Chairman

commencement of the meeting.

Thank you, Ms. Secretary. Is there any apology for todays

CS

meeting?
For your information, one of our members has filed for proxy in
todays meeting, where the details of the proxy will be disclosed

Chairman

later in the meeting.

Alright, Ms. Secretary. Since the requisite quorum is being
present, then I shall be pleased to call the meeting to order. All
the Directors and shareholders please sign the attendance list
being circulated.
Now, I would like to introduce my fellow Directors and officers in
duty today:
Chairman

: Mr. Adli Bakhtiar

Secretary

: Ms. Norlia Mustafa

Executive Director
CEO
Executive Director
Executive Director
Shareholder

Secretary
Chairman

: Mr. Zarfan Salleh

: Mr. Alex Tan
: Mr. Dahlan Ghazali
: Ms. Melissa Jeffry
: Mr. Fahmi Arshad

Shareholder

: Mr. Munawer Abdul Rahim

Shareholder

: Mr. Daniel Adam

Shareholder

:Mr. Jhony Ng

Shareholder

:Mr. Lai Fuu Sing

Shareholder

:Ms. Semerenjit Kaur

Shareholder

:Ms. Dzulaika Binti Dzulkifli

Shareholder

:Ms. Tan Zhi Jiun

Shareholder

:Mr. Lee Chen Thian

Shareholder (Proxy)

:Ms. Choong Feng Lie

Okay, so shall we proceed to the orders of todays meeting?

Yes.
Thank you, Ms. Secretary. Just a kindly reminder, please switch off
your mobile phone or put your phone in silent mode so that the

meeting will not be interrupted.

PROXY
Secretary

I hereby report to you that one of our director, Ms ALexcendra ,

had appointed Ms. Choong Feng Lie as her proxy for todays
meeting, representing 11% of shares. Based on Art 54, Table A, a
proxy shall vote by poll in general meeting. However, according
Art 51, Table A, a proxy cannot vote on show hands unless the
Article provide otherwise. Since Table A is adopted in the
company, the proxy shall enjoy the same right as the member to

Chairman

speak and vote at the meeting, either show by hand or poll.

Alright, noted and thank you.

EXPLANATION OF VOTING PROCEDURE

Chairman
So, as the resolution will be resolved through proper voting
procedure later, I think it is necessary for you to explain the
relevant procedure now. Ms. Secretary, would you like to explain
Secretary

about the procedure?

Is my pleasure, Mr. Chairman. Dear members, when Chairman call
for a vote on the resolution to be proposed from the floor, please
raise your to vote. A poll will be carried out if any member is
unsatisfied with the voting results.
For your information, each of the member will have 2 cards
provided which is in green and red colour. For those who vote for
favour, please raise up your green card otherwise, please raise up
your red card if you against for the resolution.
Any queries regarding the procedure, shall you not hesitate to
raise it out now? (No queries) Since there is no query, I would like

Chairman

to explain on the notice of meeting?

Please, go ahead.

NOTICE OF MEETING
Chairman

The notice convening this EGM has already been sent to all the
members and those invited. Is there any objection? If there is no
objection, I shall declare that the notice of the meeting be taken
as read.

Everyone

*Everyone agrees*

AGENDA OF MEETING
Chairman

Next, we shall proceed to our agendas for this EGM. Ms.

CS

Secretary, can you please read out the agendas for us?
Sure, Mr. Chairman. There are total of five agendas that are going
to be discussed in todays EGM. Our first agenda is on the
removal of Mr. Zarfan from position of director. Second agenda is
on the appointment of Mr. Fahmi to fill in casual vacancy. Third
agenda is on the appointment of gratuity payment to Mr. Adinan.
Fourth agenda will be the approval of consolidation of shares. And
last but not least, the fifth agenda is on the approval of change of

Chairman

object clause in memorandum.

Thank you, Ms. Secretary. As usual, we shall pass any resolution
with voting by hand unless a voting by poll is demanded. Ms.
Secretary, please help us to count and verify the votes later. The
results shall be announced on the sport after all the votes have

been counted. Lets proceed to our first agenda.

AGENDA 1: TO REMOVE MR ZARFAN FROM HIS OFFICE OF DIRECTOR
CS
Our first agenda today is to remove Mr Zarfan from his office of
director.
Director 1
CS

We

have

received

an

intention

letter

from

our

shareholders Mr Munawer and Mr Fahmi on this issue.

Are you kidding? Remove me?
Mr Munawer and Mr Fahmi claimed that you have intentionally
concealed the fact that you were sacked by your former employer

S/Holder 2

due to financial fraud.

He was allegedly involved in embezzlement of company funds by
using his position as a finance manager of Luxchem Trading Sdn
Bhd in 2007. He was caught approving and processing phony
invoices and payment vouchers to fictitious vendor who was not

Director 1

on the approved vendor list of the company.

Nonsense. I wound not be able to stand in front of you all now if
your accusation is true. I should have been imprisoned. What you

S/Holder 2

said is just unjustifiable.

Your former employer did not take legal action and you are not

prosecuted because the embezzled funds were recovered in full

amount by your father. The company was planning to be listed on
Bursa Malaysia. Therefore the BOD decided to settle it internally
and keep a low profile to avoid adverse publicity. Thats why you
Director 1

are still standing here.

You better stop. You have no evidence at all. Stop it or I will just

S/Holder 2
Director 4

sue you for defamation.

Mind your words. You are threatening.
Hold on. Mr Munawer, can you please reveal your source of

S/Holder 2

information?
Sorry to say that I have to protect the identity of my source. I can
just tell you it is from the former employee of the internal audit

Director 2

department of Luxchem.
Although we do not have solid evidence, I doubt your honesty
and integrity. Why did you withhold the information of Luxchem

Director 3
Director 4
S/Holder 1

on your employment history?

Can you please justify yourself?
Yes we need a reasonable explanation.
Thats not the end of the story. Mr Zarfan was also hiding the fact

S/Holder 3
Director 1

that he was a director of an insolvent company 3 years ago.

Dont you mind to explain what has happened?
Alright, I admit that I was one of the directors in Silver Moon Sdn

Chairman

Bhd from 2009 to 2012.

To make things clear, I would like to hear more from the

S/Holder 1

shareholders who brought up this issue.

My brother was one of the suppliers of Silver Moon Sdn Bhd. I
was shocked when he told me the truth that Silver Moon went
bankrupt in 2012. I silently investigated your background
together with Mr Munawer and we found that you have been

Director 1

hiding your dishonourable history from us.

Whats done is done. I made mistakes in the past. But this should
not override my contributions to our company. I have contributed
so much to this company. Without my efforts in networking, do
you think our company could get the chance to cooperate with
the leading construction companies and hence triple the annual

S/Holder 4

turnover last year?

If Im not mistaken, under the law, a director of a company which
has gone into liquidation should be prohibited from holding the

Chairman
CS

position of director in another company within five years.

Ms Norlia, can you please advise us on this?
Allow me to rectify your statement, Mr Johnny. According to
S130A, a director will be disqualified only if he has been a director
of an insolvent company and subsequently has been a director of
another company which has gone into liquidation within five
years of the date on which the first-mentioned company went
into liquidation. Therefore, we cannot disqualify Mr Zarfan under

S/Holder 1

S130A.
Although we cant remove Mr Zarfan under S130A, I still feel

Director 2

uncertain about his questionable credibility.

Yes, I doubt his trustworthiness too. Im sorry to say that I lost my

Director 3

confidence in you, Mr Zarfan.

I have been working with Mr Zarfan for 3 years. He is capable and

S/Holder 2

competent. It is a loss to our company if he is to be removed.

No, I dont agree. I dont think a fraudster should be remained in

Director 4

the board.
Absolutely, its just too risky. Who knows if our company ends up

Director 1

the next victim of fraud or bankruptcy?

I think I deserve a second chance as my contribution to the

Chairman

growth of the company is so obvious.

Since conflicts arise, lets come to a resolution by putting this to a

CS

vote by show of hands.

Please raise your hand if you agree to remove Mr Zarfan from his
office of director. Mr Zarfan, since you are the party involved, you

CS

are not allowed to vote on this matter.

(Adli, Alex, Munawer, Choong, Melissa and Fahmi raise hands)
Please raise your hand if you disagree.
(Dahlan, Daniel, Jhony, Lai, Semerenjit, Dzulaika, Tan and Lee

CS

raise hands)
There are 6 votes in favour of the removal of Mr Zarfan while 8

S/Holder 2

votes against the removal.

I would like to demand for a poll.

CS

According to Article 51, a poll may be demanded before or on the

declaration of the result of show hands by the Chairman, at least
3 members present in person or by proxy, any members present
in person or by proxy holding or presenting not less than 10% of
the total voting rights of all the members present at the meeting
or any members holding shares of aggregate sum which has been

S/Holder 2

paid on all the shares conferring that right.

No worries. I am holding 12%.

CS

(Checking the list of shareholders) Yes, Mr Munawer is

currently holding 12% of voting right. It is his right as a

Chairman

substantial shareholder to demand for a poll.

Since there is a demand of voting by poll, please distribute the

CS

voting papers, Ms Secretary.

(Voting by Poll in Progress)
Mr Chairman, total number of votes cast by shareholders for

Chairman

favour is 62.4% and total number of votes in against is 37.6%.

Based on the result of voting by poll, I declare that Mr Zarfan is

removed from his office of director.

AGENDA 2 : TO APPOINT DIRECTOR OF THE COMPANY
Chairman
Now we will move to the next agenda. Since Mr Zarfan Salleh
hereby removed from his office of director of the company, there
is a casual vacancy that we need to elect a qualified person work
as director to fill in. And now, I shall call upon the meeting to
elect new director to replace Mr Zarfan Sallehs position.
First of all, I would like to know in detail about requirement stated
in Act and Miss Secretary, could you please explain further
CS

regarding to this issue?

Yes, Mr. Chairman.
According to Table A, Article 68, provided that the directors shall
have power at any time, and from time to time, to appoint any
person to be director, either to fill a casual vacancy or as an
addition to the existing directors, but so that the total number of
directors shall not at any time exceed the number fixed in

accordance with these regulations. Any director so appointed

shall hold office only until the next following annual general
meeting, and shall then be eligible for re-election but shall not be
taken into account in determining the directors who are to retire
Chairman

by rotation at that meeting.

Hence, I would like to continue with to hear from the shareholders

S/Holder 3

about the candidate that most qualified to fill this position.

Thank you, Mr. Chairman. In order to fill the casual vacancy the
most qualified and suitable person is Mr Jhony Ng. The decision
was made after considering the qualification, experience and the

Director 2

leadership style in him.

Mr Jhony, can you briefly introduce yourself?

(CEO)
S/Holder 4

Yes, Mr Alex Tan. Good morning to all of you. I obtained my MBA

at Lancaster University in the early 2000s. I worked in Gamuda
Bhd as an Operation Manager for 10 years before I retire in 2010.
With my practical experience and professional management
knowledge in Gamuda Bhd, I believe that I can lead the company

Director 2

to success.
As a director, one should possess a variety of knowledge and

(CEO)

experiences while being a professional with an ethical mind.

He/she should fully understand her obligations and practices with
a commitment to create long-term values to the business and

S/Holder 3
S/Holder 2

shareholders. Do you think he is the best candidate for this post?

Yes, I think he is the most qualified person for this position.
What about if I propose Mr Fahmi Arshad to fill the casual
vacancy? He has a wide experience and skill that he has along
when he involved in business world. I think he is the one that can
successful perform his duties effectively and able to improve our

Director 2

companys reputation.
If it is the case, Mr Fahmi, can you briefly explain why we need to

(CEO)
S/Holder 1

appoint you as a director in our company?

Yes, Mr Alex Tan.

I was graduated from the Nanyang Technological University and I

am a Double Degree in Accountancy and Business holder in the
early 2000s.
I used to work in Deloitte as a senior auditor for 7 years (20012007) and worked as a Managing Director in APP Timber Sdn Bhd
until the year of 2014. I believe that I am able to handle the
position as a director in Sunrise Berhad and able to improve
Director 3

companys reputation.
Im with you, Mr Munawer. I believe that Mr Fahmi can perform his
task effectively and efficiently as APP Timber Sdn Bhd is the
largest Asian based supplier of legally sourced wood from

Chairman

certified resources such as FSC and PEFC.

Since we have 2 suggestions now, we should put in a vote to

Everyone
Chairman

decide which candidate should be appointed. *look at all of us*

Sure/Of course/Yes
To those who agree to appoint Mr Jhony Ng, please vote by
putting up your green card.
*Calculating vote*
To those who against this matter, please raise your red card

CS

*Calculating vote*
The result is 7 votes for favour, 7 votes for against. (Equal vote)
According to Article 53, Table A provided that if in the case of an
equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting at which the show of hands takes place
or at which the poll is demanded shall be entitled to a second or
casting vote.
So, Mr. Chairman, could you please vote again regarding this
matter by putting up your card?
In view of Mr. Chairman vote for favor in this matter, thus, the
result is 8 votes for favor, and 7 votes for against. The majority is

Chairman

in favor to appoint Mr Fahmi Arshad as the companys director.

Thank you. I shall be pleased to deal with any question you may
ask in relation to this proposed resolution.

Director 4
CS

May I know about the remuneration that will receive by Mr Fahmi?

Of course. According to Article 70, Table A stated that the
remuneration of the directors shall from time to time be
determined

by

the

company

in

general

meeting.

The

remuneration shall be deemed to accrued from day to day [S136

(1)]. The director may also be paid all travelling, hotel and other
expenses properly incurred by them in attending and returning
from meeting of the directors or any committee of the directors
or general meeting of the company or in connection with the
S/Holder 6

business of the company.

Sorry for interrupt. How we, as a shareholder can review the

Director 2

performance of a director?
Is a very good question from Ms. Semerenjit. Directors are

(CEO)

requires to retire by rotation and they are eligible for re-elect

again. Upon retirement and re-election, you all (shareholders)
may have the opportunity to review the directors performance in

S/Holder 8
CS

turn and if necessary to replace them.

So, how is the procedure for retirement by rotation?
For your information, Article 63 of Table A required that 1/3 of the
directors to retire of the companys general meeting. However,
according to Article 65 of Table A, the director to retire in every
year shall be those who have been longest in office since their
last election. Upon retirement by rotation, the retiring partner

Chairman

shall be eligible for re-election [Article 64 of Table A].

Thank you for the detail explanations. Do you all still have any

All
Chairman

question about this? (take a look around)

No. (Everyone shakes head)
Since everyone has no problem, now I declared that Mr Fahmi
Arshad is appointed as a director. Congratulation Mr Fahmi

Arshad.
All
[Everyone claps their hands]
AGENDA 3 : APPROVAL FOR GRATUITY PAYMENT TO ENCIK ADINAN BIN
HUSIN
Chairman

Ms. Norlia, what is our next agenda?

CS

Next agenda is about the issue to approve the gratuity payment

for Non-Executive Director, Encik Adinan Bin Husin for

Director 2

his

contribution to Sunrise Berhad, which amounted to RM 153,200.

Does Encik Adinan Bin Husin deserve for gratuity payment? Is
there any law stated in Companies Act 1965 regarding the

CS

gratuity?
Yes, he deserves it. According to Section 137(1) of the Companies
Act 1965, a Director cannot be paid compensation for loss of
office unless the proposed payment has been disclosed to the

Chairman

members and approved in general meeting

Thanks, Ms. Norlia. Is there any other question? (Turn around to
shareholders, if no one response) I now put the resolution for
a vote. For those agree with the payment of gratuity, please raise

ALL
CS

your hand.
(Everyone raise their hands)
Chairman, the votes show majority of shareholders are agree with

the resolution
Chairman
So I declare that the resolution is carried.
AGENDA 4: CONSOLIDATION OF SHARES
Chairman
Okay, now we proceed to our next agenda which is about the
consolidation of shares. Secretary, can you explain details of this
CS

agenda?
Yes, this agenda is to get approval of from 10,000,000 ordinary
shares of RM 1 each fully paid up be consolidated into 5,000,000
shares of RM 2 each fully paid up. Besides, the authorized capital
of 20,000,000 ordinary shares of RM 1 each be alter to

Chairman

10,000,000 ordinary shares of RM 2 each.

Therefore, there are 2 resolutions to be passed in this agenda.
The first one is to approve the consolidation of shares by ordinary
resolution. Second, we need to get special resolution to amended
Memorandum and Articles of Association due to the consolidation
of shares. Before we proceed, could Miss Norlia explain the

CS

related act in the subdivision of shares?

Yes, Chairman. By according to the Section 62(1) of Companies

Act 1965, Sunrise may in general meeting to alter the conditions

of its memorandum in the way of consolidate and divide all or
any of its share capital into shares of larger amount than its
existing shares. Besides that, Article 40 in Table A also stated that
a company may from time to time by ordinary resolution divide
the shares capital into shares of smaller amount than is fixed by
Chairman
Director 2
Director 3
Chairman

the memorandum.
May I have someone to propose this resolution?
I propose the resolution.
I second the resolution.
Thank you. Is there any question regarding this matter? We are

S/Holder 2

pleased to deal with any question.

I have a question here. Why do share consolidation are

Director 2

necessary? Is Sunrise faced any problem?

No, our company is on the track and we have healthy financial
status. The main reason to have share consolidation is to attract

S/holder 4

more potential investors who consider penny shares too volatile.

Sorry, I am still wondering about how our company can attract

Director 4

potential investors by the share consolidation?

Mr Jhony, actually share consolidation is changes the structure of
its share capital by reducing the number of shares it has in issue
and increasing the par value of each. So, through the share
consolidation, we anticipate raising our stock price to a level so

S/Holder2,3

our shares would be available to more potential investors.

(nod their head).

&4
Chairman
S/Holder 3

Any other question regarding this agenda?

Yes, I have a question. Will my stock being affected even I will

Director 3

have the fewer shares?

Dont worry. Your stock will not be affected. Since all will be adjust
in both number of share and price so that a percentage change in
our stock price before and after the split would result in the same
absolute change in your profit on the option. So, Mr vincent do

S/Holder 3

you understand my explanation?

Yes, thank you.

Chairman

Okay. I hope all of you are clear with the share consolidation.

Once again, any other question regarding this agenda?

All S/Holder No.
AGENDA 2: TO ALTER MEMORANDUM DUE TO CONSOLIDATION OF
Chairman

SHARES
If not, we move into the second part that is to get special
resolution to amend Memorandum and Articles of Association
after getting approval to consolidate the shares from the
members. Before we proceed, Miss secretary, could you brief us

CS

on this matter according to act?

Sure. Yes, Mr. Chairman. According to Section 28(1) of the
Companies Act 1965, a company may by special resolution alter
the provisions of its memorandum with respect to the objects of
the company. The existing first sentence of Clause 5 in MOA for
our company is that the capital of the company is 10,000,000
ordinary shares of RM1 each and the authorized capital of the

Chairman

company is RM20,000,000/-.
Thank you, Secretary. After the consolidation of shares, we
propose first sentence of Clause 5 to be amended. The capital of
the Company will now be

with authorized capital of

the company RM 20,000,000/- divided into 10,000,000 ordinary

shares of RM 2 each. Besides that, the directors will be authorized
to do all such acts and things and to take such steps that are
necessary to give effect to the subdivision of shares. Is there any

Chairman

enquiry?
(All members and shareholders: No)
If no, I shall put the resolution to the meeting for a vote by hands.

CS

Miss Secretary, please count the vote.

Those who agree on the amendment of memorandum due to
consolidation of shares please raise your green card. Those who
are not agree please raise up your red card. Thank you. The result

from the voting is (9) agree and (1) against the resolution.
Chairman
Ok, then here I would like to declare the resolution is carried.
AGENDA 5
: TO APPROVE THE CHANGE OF OBJECT CLAUSE IN

MEMORANDUM
Chairman
Now we proceed to our next agenda, the alteration of our
memorandum of association which include a new clause no 3
(3a).
CS

Miss Secretary, can you please explain and read out the

content of new clause no 3 (3a)?

Sure. According to Section 28(1) of the Companies Act 1965, a
company may by special resolution alter the provisions of its
Memorandum with respect to the objects of the company. That
there should be included in the Memorandum of Association a
new clause no 3 (3a) follows:

To carry on business as exporters, importers, cultivators,

sawmillers and manufacturers of and dealers, traders in every
description of timber, wood and cane, raw manufactured or
partly manufactured goods and articles of any description
made entirely or partly of wood, timber or cane or any
combination

thereof,

products

and

by-products

of

any

descriptions obtained from wood, timber, cane or other forest

or plant matter or things of any whatsoever description, or
resulting from the handling, manufacture, or processing of
wood, timber, cane or other forest produce, plant matter or
things including coal, charcoal, paper, plastics and other
Chairman
S/Holder 2

synthetic material.
Thank you Miss Secretary. So..
( Interuping)
Sorry, I would like to highlight that according to Section 21 of the
Companies Act 1965, a company may alter any provision in its
Memorandum of Association by complying with the manner laid
down in the Act and the companys Memorandum. The alterations
which may be made on the Memorandum are either altering or
deleting the provisions by special resolution under the condition if
the provision of the memorandum could lawfully contain in the

articles of the company. However, alteration of object clause is

Chairman

governed under Section 28 of Companies Act, 1965.

Thanks for the information. So is there any one would like to

S/Holder 3
S/Holder 4
Chairman

propose the resolution?

I proposed this
Then, I seconded
Thank you to both of you. I shall be pleased to deal with any

Director 3

question regarding the proposed resolution.

(Turns around)
By the way, can I know the procedure that require by act for the
alteration

CS

of

new

object

clause

in

the

memorandum

of

association?
Alright. According to the section 28 of companies act, the board
of directors in Sunrise Berhad must pass a resolution to convene
an Extraordinary General Meeting (EGM) to deliberate and pass a
special resolution to alter the object of companys Memorandum
which are what we doing now. Before this EGM, you guys have
received the notice of EGM which include the alteration of object

All
Director 2

clause within 21 days right?

(Nodded Head)
Ya, besides that, the alteration of memorandum will only be

(CEO)

success if 75% majority of the members in Sunrise Berhad vote

and agreed to change the object clause which we will implement
later. Any members of Sunrise Berhad can apply to object this
clause within 21 days, after passing the special resolution. Next, a
copy of resolution shall be lodged to the Registrar. The Registrar
registers every resolution that affects the memorandum of the
company and issue a certificate of incorporation in accordance
with the alteration made to the memorandum. Meanwhile, under
Section 28(9) of Companies Act, 1965, Sunrise Berhad must lodge
with SSM within 14 days. Lastly, the alteration of object clause

Chairman

takes effect when the resolution has been lodged.

Thank you for your explanation Miss secretary and CEO. Does
anyone here still doubt about the procedure?

Director 3

(All nodded head).

Sorry for interrupting (raise up hand). Mr Chairman, may I know

CS

the purpose of adding this new clause?

Mr Dahlan, I will explain to you about this. Actually, this provision
is to offer additional services that our company provides to our
customers hence to broadened our business in to the market of

Chairman
Director 4

timber, wood and cane.

Thanks Miss Secretary for your clear explanation.
Since there is quite a lot procedure to follow, is it necessary to
add this clause into the memorandum? As for what I think, the
additional clause did not bring any benefit to our company.

S/Holder 1

Actually, I don't agree to this resolution.

I have the same opinion with Melissa Jeffry. It seems like the

Chairman

additional clause is not much different with previous one.

Hmm, what do you all think? Does anyone have any opinion

Director 3

regarding this issue?

In my opinion, I think that adding this new clause enables the
company

to

provide

more

services

and

maintenance

internationally due to change of company status to listed

company. Besides that, altering memorandum enables the
company to have the legal right to export and import goods in
S/Holder 2

the world of business based on Company Acts 1965.

I agreed with Dahlan Ghazali. Perhaps the original memorandum
does not state clearly about the objective of the company,
therefore adding a new clause will include every single detail that
the company wants to do on their business which stated clearly
everything inside the memorandum. By doing so, the company

Chairman

will increase the reliability to external as well.

Due to there is different opinion, I shall put the resolution to the
meeting for a vote. Miss Secretary, please count the vote. Ok,
now everyone please vote for this resolution.
Favor (82%)
(Miss Secretary counts the vote) ( All, Except Melissa &

Fahmi, Lee Chen Thian, Jhony Ng, Lai Fuu Sing).

Against (18%)
(Miss Secretary counts the vote) (Melissa & Fahmi, Lee
CS

Chen Thian, Jhony Ng, Lai Fuu Sing)

Mr Chairman , there is 10 person( 82%)who agree for this
resolution which means we have more than 75% majority of the

Chairman

members vote and agree to change the object clause.

(Receive vote result from secretary)
Based on the result of the voting where 75% votes are in favor, I
declare the resolution carried. Miss secretary, please take notes
that a copy of resolution shall be lodged to Registrar. For those
members that do not agree for this resolution, you can apply to
object this within 21 days.

Closing
CS

We have settled all our agenda for today, our chairman shall

Chairman

announce the results.

OK, now let me do the conclusion.
For our first agenda, I declare that Mr Zarfan Salleh be and
hereby removed from his office of director of the Company.
For second agenda, I declare that Mr Fahmi Arshad be and
hereby appointed as the director of the Company with immediate
effect.
For third agenda, I declare that approval of the gratuity
payment amount RM153,200/- to Encik Adinan Bin Husin for his
contribution as a Non-Executive Director, Chairman of the
Nomination Committee and member of the Audit Committee of
the Company.
For fourth agenda, I declare that authorized capital of the
company which is RM20,000,000 divided into 20,000,000
ordinary shares of RM1 each be altered by consolidating the
10,000,000 ordinary shares of RM2 each, and 10,000,000
ordinary shares of RM1 each fully paid in the capital of the
company be consolidated and divided into 5,000,000 shares of

RM2 each fully paid up, [AND THAT in consequence thereof, the
Memorandum and Articles of Association of the Company and all
other documents be amended accordingly] .
For fifth agenda, I declare that there should be included in the
Memorandum of Association a new clause 3, as agreed during the
meeting.
That concludes the meeting of today.
S/Holder 2
S/holder 4
Chairman

I
I
I
I

would look for a motion to adjourn.

propose that the meeting be adjourned.
second the proposal.
would like to thank you all for your attendance today. I now

declare this meeting stands adjourned.