I. Evolución histórica de la relación entre el derecho del trabajo y la ordenación del mercado de bienes y servicios.
2. Los escenarios del encuentro: la negociación colectiva como espacio privilegiado para el choque.
& ITS SUBSIDIARIES AS AT 30TH JUNE 2007
Year of Acquisition(A)/ Approximate Approximate Net Book Completion(C)/
Area in Age of Value Last Existing Location Tenure sq. meter Buildings 30.6.2007 Revaluation Usage
- Years RM’000 (R)
Lot 6, Tasek Industrial Estate, Leasehold 28,328 47 3,979 R:1988 Factory
Tasek Drive, Ipoh, Expiry 2062
Perak Darul Ridzuan. 4 2,423 C:2004 Office
2 1,974 C:2006 Factory
Lot 20,Tasek Industrial Estate, Leasehold 12,141 - 702 R:1988 Factory
Tasek Drive, Ipoh, Expiry 2064
Perak Darul Ridzuan.
Lot 1017, Tasek Industrial Estate, Leasehold 12,141 - 1,262 A:2004 Vacant
Tasek Drive, Ipoh, Expiry 2069 industrial
Perak Darul Ridzuan. land
Lot 5, North Klang Straits Leasehold 28,317 13 6,422 A:1987 Factory
Industrial Area, Port Klang, Expiry 2086
Selangor Darul Ehsan.
Lot 799, Block 7, Leasehold 38,970 13 7,056 A:1992 Factory
Sejingkat Industrial Estate, Expiry 2052
Muara Tebas Land District, Kuching, Sarawak.
Lot 181630 & 181641, Leasehold 16,859 - 761 A:1993 Vacant
IGB International Industrial Expiry 2089 industrial
Park, Jalan Kuala Kangsar, land
Ipoh, Perak Darul Ridzuan.
Lot 3057, Block 26, Leasehold 20,235 - 2,051 A:2006 Vacant
Kemena Land District, Expiry 2063 industrial
Existing Articles Amended Articles
Article 2 Depository
- Bursa Malaysia Depository Sdn. Bhd. (165570-W) including any further change to its name.
Depositories Act
- Securities Industry (Central Depositories) Act, 1991 and every statutory modification or re-enactment thereof for the time being in force.
Depositor
- a holder of securities account established by the Depository.
Deposited Security
- Shall have the meaning given in Section 2 of the Securities Industry (Central Depositories) Act, 1991.
The Exchange
- Bursa Malaysia Securities Berhad (635998-W) and such other stock exchange if any upon which the shares of the Company may be listed and quoted. Member
- Includes a depositor who shall be treated as if he was a member pursuant to Section 35 of the Depositories Act but excludes the Depository in its capacity as a bare trustee.
The Articles of Association of Hexza Corporation Berhad are proposed to be amended in the following manner, to be in compliance with the amendments to the Listing Requirements of Bursa Malaysia Securities Berhad:
(i) General amendments
1. That all references to “Central Depository” throughout the Articles of Association be changed to “Depository”.
2. That all references to “Stock Exchange” throughout the Articles of Association be changed to “Exchange”.
(ii) Specific amendments to the following Articles:
Existing Articles Amended Articles
Article 2
Central Depository
- Malaysian Central Depository Sdn. Bhd.
Central Depositories Act
- Securities Industry (Central Depositories) Act, 1991 and every statutory modification or re-enactment thereof for the time being in force.
Depositor
- A holder of securities account as defined in the Central Depositories Act.
Deposited Security
- A security standing to the credit of a securities account and includes securities in a securities account that is in suspense.
The Exchange
- Kuala Lumpur Stock Exchange and such other stock exchange if any upon which the shares of the Company may be listed and quoted.
Member
- Any person for the time being holding shares in the Company and whose name appears in the register of members (except the Malaysian Central Depository Nominees Sdn. Bhd.) and any Depositor for the time being whose name appears on the Record of Depositors.
Existing Articles Amended Articles
Record of Depositors
- A record provided by the Central Depository to the Company pursuant to an application under Chapter 24 of the Rules.
Rules
- The Rules of the Central Depository for the time being in force.
Securities Account
- As defined in the Central Depositories Act or as amended from time to time
Listing Requirements
- Listing Requirements of the Stock Exchange including any amendment to the Listing Requirements that may be made from time to time. Approved Market Place
- Stock Exchange which is specified to be and approved market place in the Securities Industry (Central Depositories) (Exemption) (No. 2) Order 1998.
Article 3 (b)
that every issue of shares or option to employees/directors shall be approved by shareholders in general meeting and such approval shall specifically detail the amount of shares or options to be issued to the Director. Only Directors holding office in an executive capacity shall participate in such an issue of shares.
Article 3 (c)
the Company shall have powers to issue preference shares carrying a right to redemption out of profits or liable to be redeemed at the option of the Company and the Directors may, subject to the provision of the Act, redeem such shares on such terms and in such manner and either at par on or at a premium as they may think fit, provided that the total nominal value of the issued preference shares shall not exceed the total nominal value of the issued ordinary shares at any time.
Record of Depositors
- A record provided by the Depository to a listed issue under Chapter 24 of the Rules of the Depository.
Rules
- The Rules of the Depository for the time being in force.
Securities Account
- As defined in the Depositories Act or as amended from time to time
Listing Requirements
- Listing Requirements of Bursa Malaysia Securities
Berhad including any amendment to the Listing
Requirements that may be made from time to time. Deleted
Articles 3 (b)
No Director shall participate in any issue of shares or options to employees of the Company unless the shareholders in general meeting have approved of the specific allotment to be made to such Director.
Articles 3 (c)
the Company shall have powers to issue preference shares carrying a right to redemption out of profits or liable to be redeemed at the option of the Company and the Directors may, subject to the provision of the Act, redeem such shares on such terms and in such manner and either at par on or at a premium as they may think fit.
Existing Articles Amended Articles
Article 3 (e)
that in a distribution of capital in a winding up of the Company, the preference shareholder shall be entitled to repayment of capital paid up in priority to any repayment of capital to any ordinary shareholder. Article 25 (1)
The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than thirty (30) days in any year. At least twelve (12) market days or within such period as may be prescribed by the Exchange, notice of intention to close the said Register shall be given to the Exchange and advertised in a daily newspaper circulating in Malaysia. The said notice shall state the period and purpose or purposes for which the said Register is being closed. At least three (3) market days prior notice shall be given to the Central Depository to enable the Central Depository to prepare the appropriate Record of Depositors provided that where the Record of Depositors is required in respect of corporate actions, at least seven (7) market days prior notice shall be given to the Central Depository. Article 25 (2)
(a) Where:-
(i) the securities of the Company are listed on an Approved Market Place; and
(ii) the Company is exempted from compliance with
Section 14 of the Central Depositories Act or Section 29 of the Securities Industry (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules in respect of such securities,
the Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the Registrar of the Company in the jurisdiction of the Approved Market Place (hereinafter referred to as ‘the Foreign Register’), to the register of holders maintained by the Registrar of the Company in Malaysia (hereinafter referred to as ‘the Malaysian Register’) provided that there shall be no change in the ownership of such securities.
(b) For the avoidance of doubt, the Company shall not allow any transmission of securities from the
Articles 3 (e) Deleted
Articles 25 (1)
The transfers books and Register of Depositors and debentures holders may be suspended at such times and for such periods as the Directors may from time to time determine not exceeding the whole thirty (30) days in any year. Ten (10) market days’ notice of intention to close the said Register of Members shall be published in at least one nationally circulated Bahasa Malaysia or English daily newspaper and in writing to each stock exchange upon which the Company is listed. The said notice shall state the purpose or purposes for which the Register of Members is being closed. At
least three (3) market days prior notice shall be given to the Depository to enable the Depository to prepare the appropriate Record of Depositors provided that where the Record of Depositors is required in respect of corporate actions, at least seven (7) market days prior notice shall be given to the Depository.
Articles 25 (2) (a) Where:-
(i) the securities of the Company are listed on
another stock exchange; and
(ii)
the Company is exempted from compliance with
Section 14 of the Depositories Act or Section 29 of the Securities Industry (Central Depositories) (Amendment) Act 1998, as the case may be, under the Rules in respect of such securities, the Company shall, upon request of a securities holder, permit a transmission of securities held by such securities holder from the register of holders maintained by the Registrar of the Company in the jurisdiction of the other stock exchange, to the register of holders maintained by the Registrar of the Company in Malaysia and vice versa provided that there shall be no change in the ownership of such securities.
Deleted
APPENDIX I
APPENDIX I
Existing Articles Amended Articles
Article 44
At least fourteen (14) days’ notice and at least twenty- one (21) days’ notice where any special resolution is proposed or where it is an annual general meeting, specifying the place, the day and the hour of meeting, and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of General Meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice and in such manner as such persons may approve. The accidental omission to give such notice to, or the non- receipt of such notice by, any such persons shall not invalidate the proceedings of any resolution passed at any such meeting.
NOTWITHSTANDING the foregoing, at least fourteen (14) days’ notice and twenty-one (21) days’ notice in the case where any special resolution is proposed or where it is the annual general meeting shall also be given by advertisement in at least one daily national newspaper and in writing to the Exchange at the same time as the shareholders are notified.
Article 44 (1)
The Company shall by written request made in duplicate in the prescribed form, request the Central Depository at least three (3) market days prior to and not including the date of the notice of the general meeting, to prepare the Record of Depositors to whom notices of general meetings shall be given by the Company.
Article 44 (2)
The Company shall inform the Central Depository of the dates of general meetings and shall in written request made in duplicate in the prescribed form, request the Central Depository, at least three (3) market days prior to and not including the date of the general meeting, to prepare the Record of Depositors. The General Meeting Record of Depositors shall be the final record of all depositors who shall be deemed to be the registered holders of ordinary shares of the Company eligible to be present and vote at such meeting.
Articles 44
At least fourteen (14) days’ notice and at least twenty- one (21) days’ notice where any special resolution is proposed or where it is an annual general meeting, specifying the place, the day and the hour of meeting, and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of General Meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice and in such manner as such persons may approve. The accidental omission to give such notice to, or the non-receipt of such notice by, any such persons shall not invalidate the proceedings of any resolution passed at any such meeting.
NOTWITHSTANDING the foregoing, at least fourteen (14) days’ notice and twenty-one (21) days’ notice in the case where any special resolution is proposed or where it is the annual general meeting shall also be given by advertisement in at least one nationally circulated
Bahasa Malaysia or English daily newspaper and in
writing to the Exchange at the same time as the shareholders are notified.
Articles 44 (1)
The Company shall request the Depository in accordance with the Rules of the Depository, to issue a Record of Depositors to whom notices of general meetings shall be given by the Company.
Articles 44 (2)
The Company shall also request the Depository in accordance with the Rules of the Depository, to issue a Record of Depositors, as at the latest date which is reasonably practicable which shall in any event be not less than 3 market days before the general meeting (hereinafter referred to as “the General Meeting Record of Depositors”).
Existing Articles Amended Articles
Article 51
At any General Meeting a resolution put to vote of the meeting shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll is demanded by the Chairman or by any person for the time being entitled to vote at the meeting, and unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, shall be conclusive, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence thereof without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Article 62
Until otherwise determined by a General Meeting the number of Directors shall be not less than two nor more than nine. All the Directors of the company shall be natural persons.
Article 77
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a Director shall be vacated.
(a) If a receiving order is made against him or he makes any arrangement or composition with his creditors.
(b) If he is prohibited from being a Director by reason of any order made under any provision of the Act. (c) If he is found lunatic or becomes of unsound mind.
Articles 44 (3)
Subject to the Securities Industries (Central Depositories) (Foreign Ownership) Regulations 1996 (where applicable), a depositor shall not be regarded as a member entitled to attend any general meeting and to speak and vote thereat unless his name appears in the General Meeting Record of Depositors.
Article 51
At any General Meeting a resolution put to vote of the meeting shall be decided on a show of hands of
persons present and entitled to vote including the holders of the ordinary shares or preference shares (as the case may permit); whereby each person present and entitled to vote shall be entitled to 1 vote each, unless before or on the declaration of the
result of the show of hands a poll is demanded by the Chairman or by any person for the time being entitled to vote at the meeting, and unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried unanimously, or by a particular majority, or lost, shall be conclusive, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence thereof without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Articles 62
Until otherwise determined by a General Meeting the number of Directors shall be not less than two nor more than nine.
Articles 77
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of a Director shall be vacated.
(a) If a receiving order is made against him or he makes any arrangement or composition with his creditors during his term of office.
(b) If he is prohibited from being a Director by reason of any order made under any provision of the Act. (c) If he is found lunatic or becomes of unsound mind
during his term of office.
APPENDIX I
APPENDIX I
Existing Articles Amended Articles
Article 44
At least fourteen (14) days’ notice and at least twenty- one (21) days’ notice where any special resolution is proposed or where it is an annual general meeting, specifying the place, the day and the hour of meeting, and in the case of special business the general nature of such business, shall be given in manner hereinafter mentioned to such persons as are under the provisions of these Articles entitled to receive notices of General Meetings from the Company, but with the consent of all persons for the time being entitled as aforesaid, a meeting may be convened upon a shorter notice and in such manner as such persons may approve. The accidental omission to give such notice to, or the non- receipt of such notice by, any such persons shall not invalidate the proceedings of any resolution passed at any such meeting.
NOTWITHSTANDING the foregoing, at least fourteen (14) days’ notice and twenty-one (21) days’ notice in the case where any special resolution is proposed or where it is the annual general meeting shall also be given by advertisement in at least one daily national newspaper and in writing to the Exchange at the same time as the shareholders are notified.
Article 44 (1)
The Company shall by written request made in duplicate in the prescribed form, request the Central Depository at least three (3) market days prior to and not including the date of the notice of the general meeting, to prepare the Record of Depositors to whom notices of general meetings shall be given by the Company.
Article 44 (2)
The Company shall inform the Central Depository of the dates of general meetings and shall in written request made in duplicate in the prescribed form, request the Central Depository, at least three (3) market days prior to and not including the date of the general meeting, to prepare the Record of Depositors. The General Meeting Record of Depositors shall be the final record of all depositors who shall be deemed to be the registered holders of ordinary shares of the Company eligible to be present and vote at such meeting.