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i

DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- “AA” : Articles of Association of Kerjaya “Act” : The Companies Act, 1965 as may be amended from time to time

and any re-enactment thereof “AESB” : Ace Equity Sdn. Bhd. (209847-D) “AGM” “Amazing”

: :

Annual General Meeting Amazing Parade Sdn Bhd (1160197-X)

“Board” or “the Directors” : Board of Directors of Kerjaya “Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W) “Cocomart” “Desanda”

: :

Coco Mart (M) Sdn Bhd (739260-T) Desanda Development Sdn Bhd (422448-T)

“Director” : Has the meaning given in Section 2(1) of the Capital Market and

Services Act 2007 and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a Director or Chief Executive Officer of Kerjaya or any other company which is its subsidiary

“DISB”

:

Dekad Intelek Sdn Bhd (502299-W)

"Egovision" : Egovision Sdn. Bhd. (929178-D) “EPS” : Earnings per share “Kerjaya” or “Company” : Kerjaya Prospek Group Berhad (formerly known as Fututech

Berhad) (122592-U) “Kerjaya Group” or “Group” : Kerjaya and its subsidiary companies (including all future

subsidiaries which are to be incorporated before the next AGM) as defined in Section 5 of the Act

“Interested Related Parties” : Related Parties who are deemed interested in the RRPTs “KSK” : Khoo Siong Kee “KPSB” : Kerjaya Prospek (M) Sdn. Bhd. (352407-U) “KPhoto” “KHotel” “KProperty”

: : :

Kerjaya Photo Centre Sdn. Bhd. (587379-H) Kerjaya Hotel Sdn. Bhd. (867530-M) Kerjaya Prospek Property Sdn Bhd (858791-D)

"KProperty Group" : KProperty and its subsidiary companies (including all future

subsidiaries which are to be incorporated before the next AGM) as defined in Section 5 of the Act

“Listing Requirements” : Bursa Securities Main Market Listing Requirements including any

amendments thereto that may be made from time to time “LKL” : Lim Kien Lai @ Lim Kean Lai “LPD” : 6 April 2016, the latest practicable date before the printing of this

Circular i

ii

DEFINITIONS (cont’d) “Major Shareholder(s)” : A person who is or was within the preceding 6 months of the date

on which the terms of the transaction were agreed upon, has an interest or interests in one or more voting shares in Kerjaya (or any other company which is its subsidiary company) and the nominal amount of that share, or the aggregate of the nominal amounts of those shares: - (a) is 10% or more of the aggregate of the nominal amounts of all

the voting shares in the Company; or (b) is 5% or more 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.

"Interest in shares" shall have the meaning given in Section 6A of the Act

“MIO” : MIO Boutique Hotel Sdn. Bhd. (1008236-P) “NA” : Net assets “PBSB” : Permatang Bakti Sdn. Bhd. (402271-U) “PDDNMZ” Professor Datuk Dr. Nik Mohd Zain bin Nik Yusof “Proposed Shareholders’ Mandate”

: Proposed renewal of existing shareholders’ mandate and proposed new shareholders’ mandate as tabled out in Section 2.2.2 of this Circular

“Persons Connected” : Such person, in relation to the Director or Major Shareholder, who

falls under any one of the following categories: (a) a family member of the Director or Major Shareholder,

which family shall have the meaning given in Section 122A of the Act;

(b) a trustee of a trust (other than a trustee for an employee

share scheme or pension scheme) under which the Director, Major Shareholder or family member of the Director or Major Shareholder is the sole beneficiary;

(c) a partner of the Director, Major Shareholder or a partner of

a person connected with that Director or Major Shareholder;

(d) a person who is accustomed or under an obligation,

whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

(e) a person in accordance with whose directions, instructions

or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;

(f) a body corporate or its directors which/who is/are

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;

ii

iii

DEFINITIONS (cont’d) “Persons Connected” (g) a body corporate or its directors whose directions,

instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act;

(h) a body corporate in which the Director, Major Shareholder

and/or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or

(i) a body corporate which is a related corporation

“Related Party Transactions”

: Transactions entered into by the Kerjaya Group which involve the interest, direct or indirect, of a Related Party

“RCPS” : Redeemable Convertible Preference Shares of RM0.50 each in

Kerjaya “Recurrent Related Party Transactions” or “RRPTs”

: Related Party Transactions which are recurrent and of a revenue or trading nature which are necessary for the day-to-day operations and are in the ordinary course of business of Kerjaya Group

“Related Party(ies)” : A Director or Major Shareholder or person connected with such

Director or Major Shareholder “RM” and “sen” : Ringgit Malaysia and sen respectively “Shares” or “Kerjaya Shares” : Ordinary share of RM0.50 each in Kerjaya “Shareholders’ Mandate” : A mandate from the shareholders of the Company pursuant to

paragraph 10.09 of Chapter 10 of the Listing Requirements in relation to RRPTs

“TEH” : Datuk Tee Eng Ho “TES” : Tee Eng Seng “TSC”

:

Datin Toh Siew Chuon

All references to “our Company” in this Circular are to Kerjaya, references to “our Group” are to our Company and our subsidiaries. References to “we”, “us”, “our”, “ourselves” are to our Company, or where the context requires, our Group. References to “you” in this Circular are references to the shareholders in our Company. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations. Any reference in this Circular to any enactment is a reference to that enactment for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

iii

iv

CONTENTS LETTER TO THE SHAREHOLDERS OF KERJAYA CONTAINING:- Page 1.0 INTRODUCTION 1 2.0 DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE 2 3.0 RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE 8 4.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 8 5.0 EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE 9 6.0 VALIDITY PERIOD 9 7.0 APPROVAL REQUIRED 9 8.0 DIRECTORS’ RECOMMENDATION 9 9.0 ANNUAL GENERAL MEETING 10 10.0 FURTHER INFORMATION 10 APPENDIX A : FURTHER INFORMATION 11

iv

KERJAYA PROSPEK GROUP BERHAD

(formerly known as Fututech Berhad) (Company No. 122592-U) (Incorporated in Malaysia)

Registered Office 802, 8th Floor Block C, Kelana Square 17 Jalan SS 7/26 47301 Petaling Jaya Selangor Darul Ehsan 28 April 2016

Board of Directors: -

Datuk Tee Eng Ho (Executive Chairman) Datin Toh Siew Chuon (Executive Director) Mr. Tee Eng Seng (Executive Director) Mr. Khoo Siong Kee (Senior Independent Non-Executive Director) Professor Datuk Dr. Nik Mohd Zain bin Nik Yusof (Independent Non-Executive Director) Mr. Lim Kien Lai @ Lim Kean Lai (Independent Non-Executive Director) To: The Shareholders of Kerjaya Prospek Group Berhad (formerly known as Fututech Berhad) Dear Sir/Madam, PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION At the 31st AGM of the Company held on 23 June 2015, the shareholders, had inter-alia, granted

a mandate for Kerjaya Group to enter into Recurrent Related Party Transactions. The authority conferred by the shareholders’ mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming 32nd AGM, unless a renewal is obtained.

The Company had on 15 March 2016 announced its intention to seek shareholders’ approval for the Proposed Shareholders’ Mandate for RRPTs which is necessary for Kerjaya Group’s day-to-day operations in connection with paragraph 10.09 of Chapter 10 of the Listing Requirements.

The purpose of this Circular is to provide shareholders of Kerjaya with details of the Proposed Shareholders’ Mandate and to seek your approval for the resolution to be tabled as special business at the forthcoming 32nd AGM of the Company. The Notice of 32nd AGM together with the Form of Proxy are enclosed in the Company’s Annual Report 2015 which is despatched together with this Circular. SHAREHOLDERS ARE ADVISED TO READ THE CONTENTS AND APPENDIX OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS’ MANDATE.

1

2.0 DETAILS OF THE PROPOSED SHAREHOLDERS’ MANDATE 2.1 Provisions under the Listing Requirements

Pursuant to paragraph 10.09 of Chapter 10 of the Listing Requirements and Practice Note No. 12, a listed issuer may seek a shareholders’ mandate in respect of related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations subject to the following:-

(i) the transactions 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; (ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the

annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed issuer with an issued and paid-up capital of RM60 million and above: -

(a) the consideration, value of the assets, capital outlay or costs of the aggregated

transaction is RM1.0 million or more; or (b) any one of the percentage ratios of such aggregated transaction is 1% or more, whichever is the higher;

(iii) the listed issuer to issue circular to shareholders in relation to the shareholders’ mandate and it must include information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information;

(iv) in a meeting to obtain shareholders’ mandate, an interested Related Party must not

vote on the resolution in approving the transactions and ensuring that Person Connected with them abstain from voting on the resolution approving the transactions; and

(v) the listed issuer immediately announces to Bursa Securities 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 ten percent (10%) or more and it must include the information as may be prescribed by Bursa Securities.

2.2 Details of the Proposed Shareholders’ Mandate

It is anticipated that in the normal course of the Group’s business, RRPTs between Kerjaya Group and the Related Parties are likely to occur at any time and with some degree of frequency. In this respect, the Directors are seeking approval from shareholders for the Proposed Shareholders’ Mandate which will allow the Group to enter into RRPTs referred to in Section 2.2.2 with the Related Parties, provided such transactions are made at arms’ length, Kerjaya Group’s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of Kerjaya. The Proposed Shareholders’ Mandate is subject to annual renewal. In this respect, authority conferred by the Proposed Shareholders’ Mandate shall take effect on 27 May 2016 being the date of the 32nd AGM and shall continue in force (unless revoked or varied by the Company in general meeting) until the conclusion of the next AGM of the Company or the expiry of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act) or revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier.

2

2.2.1 Principal Activities of Kerjaya Group The principal activities of Kerjaya are investment holding and provision of management services. The principal activities of its subsidiary companies are as follows:-

Name of Company

Effective Equity

Interest (%)

Principal Activities

Held by the Company:

Advance Industries Sdn. Bhd. 100 Construction, sub-contractors, manufacturing, assembly, installation and sales of light fittings, advertising point-of-sale, furniture and related products.

Acumen Marketing Sdn. Bhd.

100 Supply of lightings, light fittings, outdoor fittings, advertising point-of-sale, furniture and related products.

Lighting Louvres Manufacturing Sdn. Bhd.

100 Manufacturing and sale of aluminium lighting louvres.

Futumeds Sdn. Bhd. 100 Construction, sub-contractors, installation and

sale of light fittings, advertising point-of-sale, furniture and related products.

Bazarbayu Sdn. Bhd. 100 Property Development FutuProp Sdn. Bhd. 100 Investment holding and has not commenced

business since the date of incorporation. Fututech (Labuan) Ltd. 100 Investment holding. Acumen Industries Limited 100 Dormant. Intended principal activity is

investment holding.

Aurizon Investments Limited KPSB PBSB Held by KPSB: Future Rock Sdn. Bhd.

100

100

100

70

Investment holding and has not commenced business since the date of incorporation. Engaged in the business of building construction and property development Engaged in the business of building construction and project management. Construction related business

3

4

2.2.1 Principal Activities of Kerjaya Group (cont’d) Name of Company

Effective Equity

Interest (%)

Principal Activities

Held by Advance Industries Sdn. Bhd.: AESB 100 Supply and installation of aluminium and

glazing works, stone works, interior fixtures, fittings, lightings, cabinetry and related products and provision of contract workmanship and other related services.

Held by FutuProp Sdn. Bhd.: Senandung Raya Sdn. Bhd. 100 Property development. Segi Rancak Sdn. Bhd. 100 Investment holding and has not commenced

business since the date of incorporation. Held by Fututech (Labuan) Ltd.: Acumen Design & Development Solutions Limited

100 Provision of consultancy services and supply of advertising point-of-sale products.

2.2.2 Classes of Related Parties

Details of the RRPTs, including the classes of Related Parties with whom the RRPTs will be carried out and the nature of such transactions contemplated shall include those described below:- Transacting Parties

Interested Related Parties

Nature of Transactions

Estimated aggregate

value during the

validity period of

RRPT Mandate (RM’000)*

Estimated aggregate value as

disclosed in the

preceding year

circular to shareholders

dated 29 May 2015 (RM’000)**

Actual value

transacted from

23 June 2015

to LPD (RM’000)**

KPSB, PBSB, Kerjaya Group and KProperty Group^ and Desanda

TEH TES€ TSC£ Egovision¥ Amazing¥ KProperty Group^ Desanda§

Supply of light fittings, kitchen cabinetry, provision of interior design works and masonry works, provision of general building and construction works and other related services, which including but not limited to secondment of staffs, renting of machineries by Kerjaya Group to KProperty Group and Desanda and vice versa

120,000

60,000

11,187

4

5

2.2.2 Classes of Related Parties (cont’d)

Transacting Parties



Estimated aggregate

value during the

validity period of

RRPT Mandate (RM’000)*

Estimated aggregate value as

disclosed in the

preceding year

circular to shareholders

dated 29 May 2015 (RM’000)**

Actual value

transacted from

23 June 2015

to LPD (RM’000)**

AESB and DISB

TEH TES€ TSC£ DISB§ Egovision¥ Amazing¥

Renting of the 2nd Floor of No. 1, Jalan Wangsa Permai, Bangunan One Wangsa, Taman Wangsa Permai, 52200 Kuala Lumpur from DISB by AESB for 3 years with rental of RM10,000 per month commencing from 1 July 2015 to 30 June 2018

120 360 120

Details of the proposed new Shareholders’ Mandate is as follows:-

Transacting Parties



Estimated aggregate value

during the validity period

of RRPT Mandate (RM’000)*

KPSB and DISB

TEH TES€ TSC£ DISB§ Egovision¥ Amazing¥

Renting of the 3rd Floor of No. 1, Jalan Wangsa Permai, Bangunan One Wangsa, Taman Wangsa Permai, 52200 Kuala Lumpur from DISB by KPSB for 3 years with rental of RM10,000 per month commencing from 1 July 2015 to 30 June 2018

120

Details of the RRPTs of which shareholders’ mandate had been obtained at the last AGM, but which would not be renewed at the forthcoming AGM are as follows:-

Transacting Parties



Estimated aggregate value as disclosed in the preceding

year circular to

shareholders dated

29 May 2015 (RM’000)**

Actual value transacted from

23 June 2015 to LPD

(RM’000)**

6

KPhoto, Cocomart, MIO, KHotel and Kerjaya Group

TEH TES€ TSC£ Egovision¥ Amazing¥ KPhoto§ KHotel§ MIO§ Cocomart§

Purchase of miscellaneous and sundry items from KPhoto or Cocomart by Kerjaya Group and staff benefits given by Kerjaya Group on accommodation at hotel owned by MIO and KHotel

200 83

Notes:- ^ The transactions are expected to be entered into with the respective Related Parties in future and as at the date

of this Circular, the individual companies within the Related Parties have not been identified. * The values are merely indicative estimates for the period from 27 May 2016 to the next AGM expected to be held

in the month of May 2017. The estimated value is based on the latest available information relating to the aforesaid transactions and historical trends and may vary.

** None of the actual value of the RRPT has exceeded the estimated value by 10% or more. There is no outstanding sum due and owing to the Company by the Related Parties pursuant to the RRPTs which exceeds the credit term. Nature of relationship TEH, a Director and Major Shareholder of Kerjaya, is a Director and Major Shareholder of KProperty, Egovision

and Amazing. € TES, a Director and Major Shareholder of Kerjaya, is a Director and Major Shareholder of KProperty, Egovision

and Amazing. £ TSC, a Director and Major Shareholder of Kerjaya and spouse of TEH, is a Director and Major Shareholder of

KProperty,Egovision and Amazing. ¥ Egovision and Amazing are Major Shareholders of Kerjaya. § Desanda, DISB, KPhoto, Cocomart, MIO and KHotel are companies which TEH, TES and/or TSC have

substantial interest. 2.2.3 Disclosure and Review Procedures for RRPTs

Kerjaya Group has established policies/procedures/measures to ensure that the RRPTs are undertaken on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. The procedures are also to ensure that RRPTs are conducted at arm’s length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to shareholders. The review policies/procedures are as follows:-

(a) all transactions with Related Parties will only be entered into after taking into

consideration the pricing, level and quality of products or services and will not be entered into unless: -

(i) the pricing for such transaction or contract is determined in accordance with

the Group’s usual business practices and policies and consistent with the usual margins of the Group with unrelated parties;

(ii) the terms are based on prevailing market forces and not more favourable to

the Related Parties than those extended to unrelated parties and available to the public, and the RRPTs are not detrimental to the minority shareholders of the Company;

(iii) the terms offered, after taking into account factors such as pricing, quality,

delivery schedules and, where applicable, preferential rates, rebates or discounts for bulk purchases, are fair, reasonable and consistent with normal practices; and

(iv) wherever practicable and/or feasible, at least 2 other contemporaneous transactions with unrelated third parties for similar products and/or services and/or quantities will be used as comparison for determining whether the price and terms offered to/by the Interested Related Parties are fair and reasonable and comparable to those offered to/by unrelated third parties. In the event that quotation or comparative pricing from unrelated parties cannot be obtained (for instance, if there are no unrelated third party customers of

5

6

KPhoto, Cocomart, MIO, KHotel and Kerjaya Group

TEH TES€ TSC£ Egovision¥ Amazing¥ KPhoto§ KHotel§ MIO§ Cocomart§

Purchase of miscellaneous and sundry items from KPhoto or Cocomart by Kerjaya Group and staff benefits given by Kerjaya Group on accommodation at hotel owned by MIO and KHotel

200 83

Notes:- ^ The transactions are expected to be entered into with the respective Related Parties in future and as at the date

of this Circular, the individual companies within the Related Parties have not been identified. * The values are merely indicative estimates for the period from 27 May 2016 to the next AGM expected to be held

in the month of May 2017. The estimated value is based on the latest available information relating to the aforesaid transactions and historical trends and may vary.

** None of the actual value of the RRPT has exceeded the estimated value by 10% or more. There is no outstanding sum due and owing to the Company by the Related Parties pursuant to the RRPTs which exceeds the credit term. Nature of relationship TEH, a Director and Major Shareholder of Kerjaya, is a Director and Major Shareholder of KProperty, Egovision

and Amazing. € TES, a Director and Major Shareholder of Kerjaya, is a Director and Major Shareholder of KProperty, Egovision

and Amazing. £ TSC, a Director and Major Shareholder of Kerjaya and spouse of TEH, is a Director and Major Shareholder of

KProperty,Egovision and Amazing. ¥ Egovision and Amazing are Major Shareholders of Kerjaya. § Desanda, DISB, KPhoto, Cocomart, MIO and KHotel are companies which TEH, TES and/or TSC have

substantial interest. 2.2.3 Disclosure and Review Procedures for RRPTs

Kerjaya Group has established policies/procedures/measures to ensure that the RRPTs are undertaken on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. The procedures are also to ensure that RRPTs are conducted at arm’s length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to shareholders. The review policies/procedures are as follows:-

(a) all transactions with Related Parties will only be entered into after taking into

consideration the pricing, level and quality of products or services and will not be entered into unless: -

(i) the pricing for such transaction or contract is determined in accordance with

the Group’s usual business practices and policies and consistent with the usual margins of the Group with unrelated parties;

(ii) the terms are based on prevailing market forces and not more favourable to

the Related Parties than those extended to unrelated parties and available to the public, and the RRPTs are not detrimental to the minority shareholders of the Company;

(iii) the terms offered, after taking into account factors such as pricing, quality,

delivery schedules and, where applicable, preferential rates, rebates or discounts for bulk purchases, are fair, reasonable and consistent with normal practices; and

(iv) wherever practicable and/or feasible, at least 2 other contemporaneous transactions with unrelated third parties for similar products and/or services and/or quantities will be used as comparison for determining whether the price and terms offered to/by the Interested Related Parties are fair and reasonable and comparable to those offered to/by unrelated third parties. In the event that quotation or comparative pricing from unrelated parties cannot be obtained (for instance, if there are no unrelated third party customers of

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similar products/services, or if the products is a proprietary item), the transaction price will be determined in accordance with the Group’s usual business practices and policies, consistent with the usual margin of the Group for the same or substantially similar type of transaction made by the Group with unrelated third parties on terms which are generally in line with industry norms in order to ensure the RRPTs is not detrimental to Kerjaya Group.

(b) The Audit Committee may, as it deems fit, request for additional information

pertaining to the transactions from independent sources or advisers. (c) All records pertaining to RRPTs will be analysed and reviewed by the management of

the Group. In addition, the management of the Group will report to the Audit Committee on the status of the RRPTs transacted on a quarterly basis.

(d) An audit shall be conducted by the internal auditors to review RRPTs to ascertain that

the relevant approvals have been obtained and the procedures in respect of such transactions are adhered to, if required.

(e) The Board and the Audit Committee shall review on the internal audit reports

whenever available and to establish that all transactions with the Related Parties have been undertaken in accordance with the procedures put in place by the management of the Group.

(f) Disclosure shall be made in the Company’s Annual Report of a breakdown of the

aggregate value of all RRPTs conducted pursuant to the Proposed Shareholders’ Mandate during the financial year and, amongst others, based on the type of RRPTs made, the names of the Related Parties involved in each type of RRPTs made and their relationship with the Company, to which the Annual Report relates, for so long as the Proposed Shareholders’ Mandate remains in force.

(g) All RPTs in excess of RM50,000 to be entered by the Group shall be subject to the review and approval of the Audit Committee or Board of Directors or Shareholders of the Company before the transactions are carried out except for RRPTs where general mandate to enter into such transaction has been obtained from the shareholders at general meeting.

(h) All RPTs of RM50,000 and below shall be approved by the Executive Chairman/Chief

Executive Officer of the Company provided that the Executive Chairman/Chief Executive Officer is not an interested party to the transaction and table to the Audit Committee every quarter for information, except for RRPTs where general mandate to enter into such transaction has been obtained from the shareholders at general meeting. For RPTs where both the Executive Chairman and Chief Executive Officer are interested parties, such RPTs shall be approved by the Board of Directors (with all interested parties abstaining from voting).

(i) If a member of the Board or Audit Committee has an interest in the RRPTs, he shall

abstain from any decision making by the Board and/or Audit Committee in respect of such transactions and continue to abstain from voting on the resolution approving the transactions.

(j) The interested Director and/or interested Major Shareholder shall also ensure that

persons connected to them abstain from voting on the resolution approving the transactions.

(k) The review of the policies, procedures and processes would be carried out by the

Audit Committee on need be basis as per the requirements of Bursa Securities. 2.2.4 Statement by Audit Committee

The Audit Committee of Kerjaya has seen and reviewed the terms of the Proposed Shareholders’ Mandate and is satisfied that the review procedures for RRPTs as set out in Section 2.2.3 above are sufficient to ensure that RRPTs will be carried out on an arm’s length basis and on normal commercial terms and on terms which are not more favourable to the

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similar products/services, or if the products is a proprietary item), the transaction price will be determined in accordance with the Group’s usual business practices and policies, consistent with the usual margin of the Group for the same or substantially similar type of transaction made by the Group with unrelated third parties on terms which are generally in line with industry norms in order to ensure the RRPTs is not detrimental to Kerjaya Group.

(b) The Audit Committee may, as it deems fit, request for additional information

pertaining to the transactions from independent sources or advisers. (c) All records pertaining to RRPTs will be analysed and reviewed by the management of

the Group. In addition, the management of the Group will report to the Audit Committee on the status of the RRPTs transacted on a quarterly basis.

(d) An audit shall be conducted by the internal auditors to review RRPTs to ascertain that

the relevant approvals have been obtained and the procedures in respect of such transactions are adhered to, if required.

(e) The Board and the Audit Committee shall review on the internal audit reports

whenever available and to establish that all transactions with the Related Parties have been undertaken in accordance with the procedures put in place by the management of the Group.

(f) Disclosure shall be made in the Company’s Annual Report of a breakdown of the

aggregate value of all RRPTs conducted pursuant to the Proposed Shareholders’ Mandate during the financial year and, amongst others, based on the type of RRPTs made, the names of the Related Parties involved in each type of RRPTs made and their relationship with the Company, to which the Annual Report relates, for so long as the Proposed Shareholders’ Mandate remains in force.

(g) All RPTs in excess of RM50,000 to be entered by the Group shall be subject to the review and approval of the Audit Committee or Board of Directors or Shareholders of the Company before the transactions are carried out except for RRPTs where general mandate to enter into such transaction has been obtained from the shareholders at general meeting.

(h) All RPTs of RM50,000 and below shall be approved by the Executive Chairman/Chief

Executive Officer of the Company provided that the Executive Chairman/Chief Executive Officer is not an interested party to the transaction and table to the Audit Committee every quarter for information, except for RRPTs where general mandate to enter into such transaction has been obtained from the shareholders at general meeting. For RPTs where both the Executive Chairman and Chief Executive Officer are interested parties, such RPTs shall be approved by the Board of Directors (with all interested parties abstaining from voting).

(i) If a member of the Board or Audit Committee has an interest in the RRPTs, he shall

abstain from any decision making by the Board and/or Audit Committee in respect of such transactions and continue to abstain from voting on the resolution approving the transactions.

(j) The interested Director and/or interested Major Shareholder shall also ensure that

persons connected to them abstain from voting on the resolution approving the transactions.

(k) The review of the policies, procedures and processes would be carried out by the

Audit Committee on need be basis as per the requirements of Bursa Securities. 2.2.4 Statement by Audit Committee

The Audit Committee of Kerjaya has seen and reviewed the terms of the Proposed Shareholders’ Mandate and is satisfied that the review procedures for RRPTs as set out in Section 2.2.3 above are sufficient to ensure that RRPTs will be carried out on an arm’s length basis and on normal commercial terms and on terms which are not more favourable to the

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Related Parties than those generally available to the public and not to the detriment of the minority shareholders of Kerjaya.

The Audit Committee of Kerjaya is also of the view that the Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner. The review of these procedures and processes was and will continue to be carried out at such frequency as the Audit Committee considers appropriate at least once a year, having regard to the value and the frequency of the RRPTs.

3.0 RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE The RRPTs to be entered into by the Group are all in the ordinary course of business. They are recurring transactions of revenue or trading nature which are likely to occur with some degree of frequency and arise at any time and from time to time. The renting of the premises from the Related Party is to provide an integrated office space for the effective administration of the existing operations of Kerjaya and its subsidiaries. The rental payable by KPSB and AESB were made at arms’ length on terms not more favourable to the Related Party.

These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-by-case basis before entering into such RRPTs. As such, the Board is seeking the requisite Shareholders’ Mandate pursuant to paragraph 10.09 of Chapter 10 of the Listing Requirements to allow the Group to enter into such RRPTs. The RRPTs will be made at an arm’s length basis and on normal commercial terms and which are in the Board’s opinion, not prejudicial to the interests of the shareholders of the Company. Such RRPTs will also be on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. By obtaining the shareholders’ approval for the RRPTs and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such RRPTs occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings and allow manpower resources and time to be channeled towards attaining other corporate objectives without compromising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group. The RRPTs will also enhance the Group’s ability to pursue additional business opportunities, which may be time-sensitive in nature.

4.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the other Directors, Major Shareholders and/or Persons Connected with the Directors and/or Major Shareholders, have any interest, either direct or indirect, in the Proposed Shareholders’ Mandate. Shareholdings of the interested Directors, interested Major Shareholders and Persons Connected to them as at LPD are as follows: - Direct Indirect Direct Indirect

No. of Shares % No. of

Shares % No. of

RCPS % No. of

RCPS %

Interested Directors#

TEH - - 198,393,042 74.71** - - 214,344,828 100.00 TES - - 196,070,342 73.83* - - 214,344,828 100.00 TSC 2,322,700 0.87 196,070,342 73.83* - - 214,344,828 100.00 Interested Major Shareholders##

Egovision 196,070,342 73.83 - - 85,034,483 39.67 - - Amazing - - - - 129,310,345 60.33 - - TEH - - 198,393,042 74.71** - - 214,344,828 100.00 TES - - 196,070,342 73.83* - - 214,344,828 100.00 TSC 2,322,700 0.87 196,070,342 73.83* - - 214,344,828 100.00 Persons Connected

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Related Parties than those generally available to the public and not to the detriment of the minority shareholders of Kerjaya.

The Audit Committee of Kerjaya is also of the view that the Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner. The review of these procedures and processes was and will continue to be carried out at such frequency as the Audit Committee considers appropriate at least once a year, having regard to the value and the frequency of the RRPTs.

3.0 RATIONALE FOR THE PROPOSED SHAREHOLDERS’ MANDATE The RRPTs to be entered into by the Group are all in the ordinary course of business. They are recurring transactions of revenue or trading nature which are likely to occur with some degree of frequency and arise at any time and from time to time. The renting of the premises from the Related Party is to provide an integrated office space for the effective administration of the existing operations of Kerjaya and its subsidiaries. The rental payable by KPSB and AESB were made at arms’ length on terms not more favourable to the Related Party.

These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-by-case basis before entering into such RRPTs. As such, the Board is seeking the requisite Shareholders’ Mandate pursuant to paragraph 10.09 of Chapter 10 of the Listing Requirements to allow the Group to enter into such RRPTs. The RRPTs will be made at an arm’s length basis and on normal commercial terms and which are in the Board’s opinion, not prejudicial to the interests of the shareholders of the Company. Such RRPTs will also be on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. By obtaining the shareholders’ approval for the RRPTs and the renewal of the same on an annual basis, the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and when such RRPTs occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings and allow manpower resources and time to be channeled towards attaining other corporate objectives without compromising the corporate objectives of the Group or adversely affecting the business opportunities available to the Group. The RRPTs will also enhance the Group’s ability to pursue additional business opportunities, which may be time-sensitive in nature.

4.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Save as disclosed below, none of the other Directors, Major Shareholders and/or Persons Connected with the Directors and/or Major Shareholders, have any interest, either direct or indirect, in the Proposed Shareholders’ Mandate. Shareholdings of the interested Directors, interested Major Shareholders and Persons Connected to them as at LPD are as follows: - Direct Indirect Direct Indirect

No. of Shares % No. of

Shares % No. of

RCPS % No. of

RCPS %

Interested Directors#

TEH - - 198,393,042 74.71** - - 214,344,828 100.00 TES - - 196,070,342 73.83* - - 214,344,828 100.00 TSC 2,322,700 0.87 196,070,342 73.83* - - 214,344,828 100.00 Interested Major Shareholders##

Egovision 196,070,342 73.83 - - 85,034,483 39.67 - - Amazing - - - - 129,310,345 60.33 - - TEH - - 198,393,042 74.71** - - 214,344,828 100.00 TES - - 196,070,342 73.83* - - 214,344,828 100.00 TSC 2,322,700 0.87 196,070,342 73.83* - - 214,344,828 100.00 Persons Connected

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Toh Siew Hii*** 237,800 0.09 - - - - - - Toh Choon Hong****

165,000 0.06 - - - - - -

Notes: - # Shareholding as per Register of Directors’ Shareholding as at LPD. ## Shareholding as per Register of Substantial Shareholders, Register of Directors’ Shareholding and Register of

Member of RCPS as at LPD.

* Deemed interested by virtue of their interest in Egovision pursuant to section 6A(4) of the Act. ** Deemed interested by virtue of his spouse’s direct interest and his interest in Egovision pursuant to section 6A(4) of the Act. *** Toh Siew Hii is the sister of TSC. **** Toh Choon Hong is the father of TSC. The interested Directors, namely, TEH, TES and TSC have and will continue to abstain from Board deliberations and voting in relation to the Proposed Shareholders’ Mandate. The Interested Directors and Interested Major Shareholders will abstain from voting in respect of their direct and/or indirect shareholdings in Kerjaya on the Ordinary Resolution relating to the Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM or at any adjournment thereof. In addition, they have undertaken that they will ensure persons connected with them abstain from voting on the Proposed Shareholders Mandate at the 32nd AGM or at any adjournment thereof.

5.0 EFFECTS OF THE PROPOSED SHAREHOLDERS’ MANDATE

The Proposed Shareholders’ Mandate will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of the Company. However, the Proposed Shareholders’ Mandate is expected to contribute to better earnings of the Group and indirectly, contribute to its net assets.

6.0 VALIDITY PERIOD If approved at the 32nd AGM, the Proposed Shareholders’ Mandate will take effect from the date of passing of the Ordinary Resolution relating thereto at the 32nd AGM and will continue to be in force until: -

(i) the conclusion of the next AGM of the Company following the 32nd AGM at which the

Proposed Shareholders’ Mandate is passed, at which time it shall lapse, unless by Ordinary Resolution passed at an AGM, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next AGM of the Company is required to

be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(iii) revoked or varied by resolution passed by the shareholders of the Company in a

general meeting, whichever is the earlier. The Directors will seek your approval for the Proposed Shareholders’ Mandate at the 32nd AGM of the Company and at each subsequent AGM, subject to a satisfactory review by the Audit Committee of its continued application to RRPTs.

7.0 APPROVAL REQUIRED

The Proposed Shareholders’ Mandate is conditional upon approval being obtained from the shareholders of Kerjaya at the 32nd AGM to be convened and other relevant regulatory authority, if any.

8.0 DIRECTORS’ RECOMMENDATION

Having considered all aspects of the Proposed Shareholders’ Mandate, the Board, save for the interested Directors, TEH, TES and TSC (who have and will continue to abstain from any recommendation) is of the opinion that the entry into the RRPTs between Kerjaya Group and those Related Parties described in Section 2.2.2 of the Proposed Shareholders’ Mandate in

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Member of RCPS as at LPD. * Deemed interested by virtue of their interest in Egovision pursuant to section 6A(4) of the Act. ** Deemed interested by virtue of his spouse’s direct interest and his interest in Egovision pursuant to section 6A(4)

of the Act. *** Toh Siew Hii is the sister of TSC. **** Toh Choon Hong is the father of TSC. The interested Directors, namely, TEH, TES and TSC have and will continue to abstain from Board deliberations and voting in relation to the Proposed Shareholders’ Mandate. The Interested Directors and Interested Major Shareholders will abstain from voting in respect of their direct and/or indirect shareholdings in Kerjaya on the Ordinary Resolution relating to the Proposed Shareholders’ Mandate to be tabled at the forthcoming AGM or at any adjournment thereof. In addition, they have undertaken that they will ensure persons connected with them abstain from voting on the Proposed Shareholders Mandate at the 32nd AGM or at any adjournment thereof.




(i) the conclusion of the next AGM of the Company following the 32nd AGM at

which the Proposed Shareholders’ Mandate is passed, at which time it shall lapse, unless by Ordinary Resolution passed at an AGM, the authority is renewed, either unconditionally or subject to conditions; or

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

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

whichever is the earlier. The Directors will seek your approval for the Proposed Shareholders’ Mandate at the 32nd AGM of the Company and at each subsequent AGM, subject to a satisfactory review by the Audit Committee of its continued application to RRPTs.




Having considered all aspects of the Proposed Shareholders’ Mandate, the Board, save for the interested Directors, TEH, TES and TSC (who have and will continue to abstain from any recommendation) is of the opinion that the entry into the RRPTs between Kerjaya Group and those Related Parties described in Section 2.2.2 of the Proposed Shareholders’ Mandate in the ordinary course of its business is fair, reasonable and in the best interest of the Company and its subsidiary companies. For the reasons stated above, the Board (with the exception of the interested Directors) recommends that you vote in favour of the Ordinary Resolution in respect of the Proposed Shareholders’ Mandate to be tabled at the forthcoming 32nd AGM.











































































Having considered all aspects of the Proposed Shareholders’ Mandate, the Board, save for the interested Directors, TEH, TES and TSC (who have and will continue to abstain from any recommendation) is of the opinion that the entry into the RRPTs between Kerjaya Group and those Related Parties described in Section 2.2.2 of the Proposed Shareholders’ Mandate in the ordinary course of its business is fair, reasonable and in the best interest of the Company and its subsidiary companies. For the reasons stated above, the Board (with the exception of the interested Directors) recommends that you vote in favour of the Ordinary Resolution in respect of the Propos

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