NetX Berhad : AGM Document

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has only perused through this Circular on a limited review basis pursuant to the provisions of Guidance Note 22 of the ACE Market Listing Requirements of Bursa Securities, prior to the issuance of this Circular.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. Shareholders of NetX Holdings Berhad should rely on their own evaluation to assess the merits and risks of the Proposed Shareholders' Mandate.

NETX HOLDINGS BERHAD

Registration No. 200001030834 (533441-W)

(Incorporated in Malaysia under the Companies Act, 1965)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED

PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

The above proposal will be tabled as Special Business at the Twenty-First (21st) Annual General Meeting ("AGM") of NetX Holdings Berhad ("NetX" or "the Company") to be conducted on a fully virtual basis from the Broadcast Venue at Level 4, Menara Lien Hoe, No. 8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 17 May 2022 at 10.00 a.m. The Notice of AGM together with the Form of Proxy are enclosed in the Company's 2021 Annual Report.

A member entitled to attend, participate, speak and vote at the AGM is entitled to appoint a proxy or proxies to attend, participate, speak and vote on his/her behalf. In such event, the completed and signed Form of Proxy must be lodged at the Share Registrar's office at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur or via facsimile no. 03-6201 3121 or via e-mail [e-mail], on or before the date and time as indicated below or at any adjournment thereof. The lodging of the Form of Proxy shall not preclude you from attending, participating, speaking and voting in person at the AGM should you subsequently wish to do so.

Last day and time for lodging the Form of Proxy	:	Monday, 16 May 2022 at 10.00 a.m.
Date and time of Twenty-First (21st) AGM	:	Tuesday, 17 May 2022 at 10.00 a.m.

This Circular is dated 31 March 2022

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DEFINITIONS

For the purposes of this Circular, except where the context otherwise requires, the following definitions shall apply:

"Act"	:	The Companies Act, 2016 as amended from time to time, and includes every statutory
modification or any re-enactment thereof for the time being in force
"AGM"	:	Annual General Meeting
"ARMC"	:	The Audit and Risk Management Committee of NetX
"Board"	:	The Board of Directors of NetX
"Bursa Securities"	:	Bursa Malaysia Securities Berhad
"Circular"	:	Circular to Shareholders in relation to the Proposed Shareholders' Mandate
"Director"	:	Shall have the same meaning given in Section 2(1) of the the Capital Markets 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 a chief executive of NetX or any
other company which is a subsidiary of NetX or a holding company of NetX
"DGB"	:	DGB Asia Berhad
"DGB Group"	:	DGB and its subsidiaries
"EFTPOS"	:	Electronic Funds Transfer at the Point of Sale
"EPS"	:	Earnings per Share
"Fintec"	:	Fintec Global Berhad
"Fintec Group"	:	Fintec and its subsidiaries
"LPD"	:	15 March 2022, being the latest practicable date prior to the printing of this Circular
"Listing Requirements"	:	ACE Market Listing Requirements of Bursa Securities, including any amendments made in
respect thereof from time to time
"Major Shareholder(s)"	:	Means a person who has an interest or interests in one or more voting shares in a Company and
the number or the aggregate number of those shares, is:
(a) 10% or more of the total number of all voting shares in the Company; or
(b) 5% or more of the total number of all voting shares in the Company where such person is
the largest shareholder of the Company,
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, such major shareholder of the company or any other
company which is its subsidiary or holding company.
For the purpose of this definition, "interest in shares" has the meaning given in Section 8 of the Act
"Mlabs"	:	Mlabs Systems Berhad
"Mlabs Group"	:	Mlabs and its subsidiaries
"NetX" or "the Company"	:	NetX Holdings Berhad
"NetX Group" or "the Group"	:	NetX and its subsidiaries
"NetX Share(s)" or "Share(s)"	:	Ordinary Shares of NetX
"NA"	:	Net assets attributable to ordinary equity holders of NetX
"Proposed Shareholders'	:	Proposed new shareholders' mandate for NetX Group to enter into RRPT(s) of a revenue or
Mandate"	trading nature
"Related Party(ies)"	:	Director(s), major shareholder(s) or person(s) connected with such director(s) or major
shareholder(s) of NetX. For the purpose of this definition, "Director(s)" or "Major Shareholder(s)"
shall have the meaning given in Rule 10.02 of the Listing Requirements
"RRPT(s)"	:	A transaction entered into by the Company or its subsidiaries which involves direct or indirect
interest, of a Related Party, which is recurrent, of a revenue or trading nature and which is
necessary for day to day operations of the NetX Group
"RM" and "sen"	:	Ringgit Malaysia and sen, respectively
"Shareholders"	:	Shareholders of NetX
"Substantial Shareholder(s)"	:	A person who has interest or interests in one or more voting Shares in the Company and the
number of that Share, or aggregate number of those Shares, is not less than 5% of the total
number of all the voting Shares in the Company
"XOX"	:	XOX Bhd
"XOX Group"	:	XOX and its subsidiaries
"2021 Annual Report"	:	Annual Report of NetX issued for the financial year ended 30 November 2021

Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of a day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

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TABLE OF CONTENTSLETTER TO THE SHAREHOLDERS CONTAINING :

PAGE

1.	INTRODUCTION	1
2.	DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE	2
3.	RATIONALE FOR THE PROPOSED SHAREHOLDERS' MANDATE	9
4.	EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE	9
5.	INTEREST OF DIRECTORS / MAJOR SHAREHOLDERS	9
6.	APPROVALS REQUIRED	10
7.	DIRECTORS' RECOMMENDATION	10
8.	ANNUAL GENERAL MEETING	10
9.	FURTHER INFORMATION	10
11
12

APPENDIX I

EXTRACT OF THE NOTICE OF AGM

NETX HOLDINGS BERHAD

Registration No. 200001030834 (533441-W) (Incorporated in Malaysia under the Companies Act, 1965)

Registered Office:

22-09, Menara 1MK

No. 1 Jalan Kiara, Mont Kiara

50480 Kuala Lumpur

31 March 2022

Board of Directors:

Tan Sik Eek	(Executive Director)
Chu Chee Peng	(Independent Non-Executive Director)
Ong Siew Min	(Independent Non-Executive Director)
Yong Ket Inn	(Non-Independent Non-Executive Director)

To : The Shareholders of NetX

Dear Sir/Madam,

PROPOSED SHAREHOLDERS' MANDATE

1.

INTRODUCTION

On 29 March 2022, the Board of Directors of NetX announced that the Company has proposed to seek its shareholders' approval for the Proposed Shareholders' Mandate pursuant to Rule 10.09 of the Listing Requirements at the Twenty-First (21st)

AGM of the Company.

The purpose of this Circular is to provide you with the relevant information of the Proposed Shareholders' Mandate and to seek your approval for the Ordinary Resolution pertaining to the Proposed Shareholders' Mandate to be tabled at the forthcoming Twenty-First (21st) AGM, which will be held on Tuesday, 17 May 2022 at 10.00 a.m. The notice of the Twenty-First (21st) AGM together with the Form of Proxy is enclosed in the 2021 Annual Report of the Company for the financial year ended 30

November 2021.

SHAREHOLDERS OF NETX ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS' MANDATE AT THE FORTHCOMING AGM.

2.

DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE

Pursuant to Rule 10.09(2) of the Listing Requirements, a listed issuer may seek a mandate from its shareholders in respect of RRPT(s) subject to the following:

• (a) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Parties than those generally available to the public;

• (b) the shareholders' mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of the 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 RM60.0 million and above :

  • (i) the consideration, value of the assets, capital outlay or costs of the RRPT(s) is RM1.0 million or more; or

  • (ii) the percentage ratio of such RRPT(s) is 1% or more,

  whichever is the higher.

• (c) the listed issuers' circular to shareholders for the shareholder mandate includes the information as may be prescribed by Bursa Securities. The circular must be submitted to Bursa Securities together with a checklist showing compliance with such information;

• (d) in a meeting to obtain shareholders' mandate, the interested directors, interested major shareholders or interested person connected with a director or major shareholder; and where it involves the interest of an interested person connected with a director or major shareholder, such directors or major shareholder, must not vote on the resolution to approve the RRPT(s). An interested director or interested major shareholder must also ensure that persons connected with him abstain from voting on the resolution approving the RRPT(s); and

• (e) the listed issuer immediately announces to Bursa Securities when the actual value of a RRPT(s) entered into by the listed issuer, exceeds the estimated value of the RRPT(s) disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement.

2.1

Principal Activities of NetX Group

The principal activity of NetX is investment holding, research and development of software, system design, integration and installation and provision of information technology services, while its subsidiaries and their principal activities are set out in the table below:

Name of Company

Equity InterestPrincipal Activities

Held (%)

Direct Subsidiaries of NetX Ariantec Sdn. Bhd.

e-FX Sdn. Bhd.

100 100

Provision of turnkey solutions on the network infrastructure, security management and rental of EFTPOS terminals.

Provision of services relating to information technology including trading of computer software and hardware and investing and trading in currencies and precious commodities.

Sungei Wang Holdings Sdn. Bhd. Sungei Wang Plaza Sdn. Bhd. GEM Pay Sdn. Bhd.

100 100

Property and investment holding.

Property and investment holding.

• 99.31 Provision of Master Merchant and subcontractor services.

First United Technology Limited

90

Provision of software licensing, maintenance and support services.

Indirect Subsidiaries of NetX

* Subsidiaries of Ariantec Sdn. Bhd.

GEM Live Sdn. Bhd.

100

Business of consultation, supply and commissioning of information technologies relating to provision of lifestyle mobile app; management of local entertainments/ lifestyle talents, influencers, key opinion leaders; distribute and trading of food and beverage.

NetX Digital Limited

100

Trading of information technology related hardware and software equipment.