[SYSTECH] EGM on 18-Apr-2024

Stock
[SYSTECH]: SYSTECH BHD
Announcement Date
02-Apr-2024
Reference No.
GMA-02042024-00002
Corporate Action ID
MY240402MEET0002
Type
EGM
Date & Time
18-Apr-2024 10:00
Depositor Date
09-Apr-2024
Venue
Fully virtual basis via online meeting platform: https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657)
Description
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SYSTECH BHD ("SYSTECH" OR THE "COMPANY") - PROPOSED SHARES ISSUANCE; - PROPOSED ACQUISITION; - PROPOSED BONUS ISSUE OF WARRANTS; AND - PROPOSED ESS
Notice of EGM_Admin Guide_Proxy Form.pdf
Outcome

On behalf of the Board of Directors of Systech Bhd("Systech"or the "Company"), Malacca Securities Sdn. Bhd. wishes to announce that the shareholders of Systech had approved all theresolutions set out in the Notice of Extraordinary General Meeting ("EGM") of the Company dated 3 April 2024 at the EGM of the Company held on 18 April 2024.

All the resolutions were passed by a way of poll and the results of the poll were validated by SKY Corporate Services Sdn. Bhd., the Independent Scrutineer appointed by the Company.

The details of the results of the poll are set out below.

This announcement is dated 18 April 2024.

Voting Results

1. ORDINARY RESOLUTION 1

Description 
PROPOSED SHARES ISSUANCE OF UP TO 144,000,000 ORDINARY SHARES IN SYSTECH ("SYSTECH SHARES" OR "SHARES") ("SUBSCRIPTION SHARES"), REPRESENTING APPROXIMATELY 29.4% OF THE ENLARGED TOTAL NUMBER OF ISSUED SHARES (EXCLUDING TREASURY SHARES) AFTER THE SHARES ISSUANCE ("PROPOSED SHARES ISSUANCE")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 94 14
No. of Shares 21,568,161 1,251
% of Voted Shares 99.9942 0.0058
Result Accepted

2. ORDINARY RESOLUTION 2

Description 
PROPOSED ALLOTMENT OF 72,222,600 SUBSCRIPTION SHARES TO HOOI JIA HAO ("HJH"), A PERSON CONNECTED TO SMARTPRO CAPITAL SDN. BHD. ("SCSB"), THE MAJOR SHAREHOLDER OF SYSTECH, PURSUANT TO THE PROPOSED SHARES ISSUANCE ("PROPOSED ALLOCATION TO HJH")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 93 15
No. of Shares 21,547,161 21,251
% of Voted Shares 99.9015 0.0985
Result Accepted

3. ORDINARY RESOLUTION 3

Description 
PROPOSED ACQUISITION OF 552,255 ORDINARY SHARES IN WILSTECH SDN. BHD. ("WILSTECH"), REPRESENTING THE ENTIRE EQUITY INTEREST OF WILSTECH, FOR A TOTAL PURCHASE CONISIDERATION OF RM75,000,000, TO BE SATISFIED VIA CASH CONSIDERATION OF RM20,000,000 AND THE REMAINING RM55,000,000 TO BE SETTLED VIA THE ISSUANCE OF 152,777,777 SYSTECH SHARES ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM0.36 PER CONSIDERATION SHARE ("PROPOSED ACQUISITION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 96 12
No. of Shares 21,547,411 21,001
% of Voted Shares 99.9026 0.0974
Result Accepted

4. ORDINARY RESOLUTION 4

Description 
PROPOSED BONUS ISSUE OF UP TO 160,656,399 NEW WARRANTS IN SYSTECH ("WARRANTS") ON THE BASIS OF 1 WARRANT FOR EVERY 4 EXISTING SYSTECH SHARES HELD BY THE ENTITLED SHAREHOLDERS ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE OF WARRANTS")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 98 11
No. of Shares 202,380,082 1,050
% of Voted Shares 99.9995 0.0005
Result Accepted

5. ORDINARY RESOLUTION 5

Description 
PROPOSED ESTABLISHMENT OF AN EMPLOYEES SHARE SCHEME OF UP TO 15.0% OF THE TOTAL NUMBER OF ISSUED SHARES (EXCLUDING TREASURY SHARES) ("SCHEME") AT ANY POINT IN TIME DURING THE TENURE OF THE SCHEME FOR ELIGIBLE DIRECTORS AND EMPLOYEES OF SYSTECH AND ITS SUBSIDIARIES ("SYSTECH GROUP") (EXCLUDING DORMANT SUBSIDIARIES) ("PROPOSED ESS")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 94 15
No. of Shares 202,351,781 19,451
% of Voted Shares 99.9904 0.0096
Result Accepted

6. ORDINARY RESOLUTION 6

Description 
PROPOSED ALLOCATION OF AWARDS TO LEE CHOON TENG PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO LEE CHOON TENG")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 90 17
No. of Shares 21,528,761 39,551
% of Voted Shares 99.8166 0.1834
Result Accepted

7. ORDINARY RESOLUTION 7

Description 
PROPOSED ALLOCATION OF AWARDS TO TEOH KENG CHANG PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO TEOH KENG CHANG")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 89 16
No. of Shares 21,518,661 39,451
% of Voted Shares 99.8170 0.1830
Result Accepted

8. ORDINARY RESOLUTION 8

Description 
PROPOSED ALLOCATION OF AWARDS TO CHAN SOON TAT PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO CHAN SOON TAT")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 91 15
No. of Shares 21,528,861 39,351
% of Voted Shares 99.8176 0.1824
Result Accepted

9. ORDINARY RESOLUTION 9

Description 
PROPOSED ALLOCATION OF AWARDS TO HONG BOON TOH PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO HONG BOON TOH")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 90 17
No. of Shares 202,297,481 73,551
% of Voted Shares 99.9637 0.0363
Result Accepted

10. ORDINARY RESOLUTION 10

Description 
PROPOSED ALLOCATION OF AWARDS TO FONG SHENG NIE PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO FONG SHENG NIE")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 90 18
No. of Shares 202,297,481 73,651
% of Voted Shares 99.9636 0.0364
Result Accepted

11. ORDINARY RESOLUTION 11

Description 
PROPOSED ALLOCATION OF AWARDS TO OOI GIN HUI PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO OOI GIN HUI")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 90 18
No. of Shares 202,297,481 73,651
% of Voted Shares 99.9636 0.0364
Result Accepted

12. ORDINARY RESOLUTION 12

Description 
PROPOSED ALLOCATION OF AWARDS TO LOW MIN YEW, A PERSON CONNECTED TO SCSB, THE MAJOR SHAREHOLDER OF SYSTECH, PURSUANT TO THE PROPOSED ESS ("PROPOSED ALLOCATION OF AWARDS TO LMY")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 89 17
No. of Shares 21,484,761 73,551
% of Voted Shares 99.6588 0.3412
Result Accepted

Remark
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Additional Listing

Private Placement - 144,000,000 shares at 0.360.

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