Techna X Berhad : Annual Report 2020

WHAT'S

INSIDE

• 2 Notice of Sixteenth Annual General Meeting

• 7 Administrative Guide

• 10 The TECHNA-X Group

• 12 Corporate Information

• 13 Profile of Directors and Senior Management

• 22 Corporate Governance Overview Statement

• 39 Additional Compliance Information

• 41 Statement on Risk Management and Internal Control

• 43 Statement on Sustainability

• 49 Statement on Directors' Responsibility

• 50 Audit and Risk Management Committee Report

• 55 Management Discussion and Analysis

• 66 Historical Financial Results

• 67 Financial Statements

• 154 List of Properties

• 155 Analysis of Shareholdings

  Proxy Form

The online version of Techna-X Berhad's Annual Report 2021 is available from our website. Go tohttps://techna-x.com/ annualreport.html or scan the QR code with your smartphone.

NOTICE OF THE

SIXTEENTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Sixteenth Annual General Meeting ("AGM") of the Company will be held at the "Hall of Fame" located at The Mines Resort & Golf Club, Jalan Kelikir, Mines Wellness City, 43300 Seri Kembangan, Selangor Darul Ehsan on Tuesday, 31 May 2022, at 10:00 a.m. for the following purposes:

AGENDA

• 1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 together with the Reports of the Directors and the Auditors thereon.

  [Please refer to Explanatory Note (a)]

• 2. To approve the payment of Directors' Fees to the Non-Executive Directors for the

  (Ordinary Resolution 1)

• financial year ended 31 December 2021.

• 3. To approve the payment of Directors' allowances and other benefits (excluding Directors' fees) to the Non-Executive Directors up to RM100,000 from 1 June 2022 until the next AGM of the Company.

  (Ordinary Resolution 2)

• 4. To re-elect Mr. Balraj Singh Pannu A/L Gajjan Singh, who retires by rotation pursuant to Clause 118 of the Company's Constitution and being eligible has offered himself for re-election.

  (Ordinary Resolution 3)

• 5. To re-elect Encik Ahmad Rizan Bin Ibrahim, who retires pursuant to Clause 117 of the Company's Constitution and being eligible has offered himself for re-election.

  (Ordinary Resolution 4)

• 6. To appoint HLB Ler Lum Chew PLT as Auditors of the Company in place of the retiring Auditors, HLB AAC PLT, and authorise the Board of Directors to fix their remuneration.

  (Ordinary Resolution 5)

  As Special Business

  To consider and if thought fit, with or without any modification, to pass the following Ordinary Resolutions:

• 7. ORDINARY RESOLUTION

  (Ordinary Resolution 6)

  AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016

  "THAT subject always to the Companies Act 2016 ("Act"), the Company's Constitution and the approvals from Bursa Malaysia Securities Berhad ("Bursa Securities") and any other relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered pursuant to the Act, to issue and allot shares in the capital of the Company from time to time at such price and upon such terms and conditions, for such purposes and to such person or persons whomsoever the Directors may in their absolute discretion deem fit, always provided that the aggregate number of shares issued pursuant to this Resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company for the time being;

  AND THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities; AND FURTHER THAT such authority shall commence immediately upon the passing of this Resolution and continue to be in force until the conclusion of the next Annual General Meeting of the Company."

NOTICE OF THE SIXTEENTH ANNUAL GENERAL MEETING cont'd

ANNUAL REPORT 2021

• 8. ORDINARY RESOLUTION

  (Ordinary Resolution 7)

  PROPOSED GRANTING OF THE EMPLOYEES SHARES OPTION SCHEME ("ESOS") OPTIONS TO ENCIK AHMAD RIZAN BIN IBRAHIM

  "THAT pursuant to the ESOS of up to 15% of the total number of issued shares of the Company (excluding treasury shares, if any) for the eligible employees as well as Executive and Non-Executive Directors of the Company and its subsidiaries (excluding dormant subsidiaries) ("TXB Group") as approved by the shareholders at the Extraordinary General Meeting of the Company held on 30 June 2021, approval be and is hereby given to the Board to authorise the ESOS Committee, to offer and to grant to, at any time and from time to time throughout the duration of the Proposed ESOS, Ahmad Rizan Bin Ibrahim, being the Executive Director of the Company, Options to subscribe for up to such number of new ordinary shares in the Company ("TXB Shares") under the Proposed ESOS PROVIDED THAT

  • (a) not more than 10% of the new TXB Shares to be issued under the Proposed ESOS is allocated to him if he, either singly or collectively through persons connected with him, holds 20% or more of the total number of issued TXB Shares (excluding treasury shares, if any); and

  • (b) not more than 75% of the new TXB Shares available under the Proposed ESOS shall be allocated in the aggregate to the Directors and senior management of TXB Group on the basis that they are crucial to the performance of TXB Group as determined by the ESOS Committee at their sole and absolute discretion;

  AND subject always to such terms and conditions of the By-laws and/or adjustments which may be made in accordance with the provisions of the By-laws and Listing Requirements or any prevailing guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities, as amended from time to time."

• 9. ORDINARY RESOLUTION

  (Ordinary Resolution 8)

  PROPOSED SHARE BUY-BACK OF UP TO TEN PER CENTUM (10%) OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY ("PROPOSED SHARE BUY-BACK")

  "THAT, subject always to the Companies Act 2016 ("Act"), the Company's Constitution, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") and all other applicable laws, guidelines, rules and regulations for the time being in force and the approvals of all relevant governmental and/or regulatory authority, approval be and is hereby given to the Company, to purchase such number of ordinary shares in the Company ("TXB Shares") as may be determined by the Directors of the Company from time to time through Bursa Securities as the Directors may deem fit and expedient in the best interest of the Company, provided that:-

  • (i) the aggregate number of TXB Shares to be purchased and/or held by the Company pursuant to this Resolution shall not exceed ten per centum (10%) of the Company's total number of issued shares as at the point of purchase(s);

  • (ii) the maximum funds to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited/unaudited financial statements of the Company (where applicable) available at the time of the purchase(s); and

  • (iii) the shares of the Company to be purchased may be cancelled, retained as treasury shares, distributed as dividends to the shareholders or resold on Bursa Securities, or a combination of any of the above, at the absolute discretion of the Directors.

NOTICE OF THE SIXTEENTH ANNUAL GENERAL MEETING cont'd

AND THAT the authority conferred by this Resolution shall commence immediately upon the passing of this Resolution and shall continue to be in force until:

• (a) the conclusion of the next AGM of the Company following this AGM at which such Resolution was passed, at which time the authority shall lapse, unless by an Ordinary Resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• (b) the expiration of the period within which the next AGM of the Company after that date is required by law to be held; or

• (c) revoked or varied by an Ordinary Resolution passed by the Company's shareholders in a general meeting,

whichever occurs first.

AND FURTHER THAT the Directors of the Company be authorised to do all acts, deeds and things to give full effect to Proposed Share Buy-Back with full powers to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities and to take all such steps, and do all such acts and things as they may deem fit and expedient in the best interest of the Company."

10. To transact any other ordinary business of which due notice has been given.

By Order of the Board

CHUA SIEW CHUAN (SSM PC NO. 201908002648) (MAICSA 0777689) CHIN MUN YEE (SSM PC NO. 201908002785) (MAICSA 7019243) Company Secretaries

Kuala Lumpur

28 April 2022

Explanatory Note (a)

This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act 2016 ("Act"), does not require the formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda is not put forward for voting.

Explanatory Note to Ordinary and Special Business:

• (i) Ms. Lim See Tow, who retires according to Clause 118 of the Company's Constitution has expressed her intention not to seek re-election. Hence, she will retire at the conclusion of the Sixteenth AGM.

• (ii) Ordinary Resolution 2 - Approval for the payment of Directors' allowances and other benefits (excluding Directors' fees) to the Non-Executive Directors

  The Directors' allowances and other benefits (excluding Directors' fees) to the Non-Executive Directors envisaged to be payable from 1 June 2022 until the next AGM of the Company is as follows:

Description	Non-Executive Directors
Allowances	Up to RM100,000
Other Benefits	Nil