THIS

THIS
THIS CIRCULAR
CIRCULAR
THIS
CIRCULAR
CIRCULARIS IMPORTANT
IS
IS IMPORTANT
IMPORTANT
IS AND
AND
IMPORTANT
AND REQUIRES
REQUIRES
AND
REQUIRES YOUR
YOUR
REQUIRES
YOUR
YOURIMMEDIATE
IMMEDIATE
IMMEDIATE ATTENTION.
ATTENTION.
IMMEDIATE
ATTENTION.
ATTENTION.

IfIf you
If you
you are
If you
are in
areare
in any
in any
any doubt
doubt
in any
doubt
doubtas
as to
as to
as the
to the
the course
course
to the
course of
course
of action
of action
action
of to
action
to be
to be
be taken,
taken,
to taken,
be you should
youyou
taken,
you should
should consult
consult
should
consult your
your
consult
your stockbroker,
stockbroker,
your
stockbroker, bank
bank
stockbroker,
bank manager,
manager,
bank
manager,
manager,
solicitor,
solicitor,
solicitor, accountant
accountant
solicitor,
accountant or
accountant
or other
or other
other professional
professional
or other
professional adviser
adviser
professional
adviser immediately.
immediately.
adviser
immediately.
immediately.
Bursa
Bursa
Bursa Malaysia
Malaysia
Bursa
Malaysia
MalaysiaSecurities
Securities
Securities Berhad
Berhad
Securities
Berhad
Berhad (“Bursa
(“Bursa
(“Bursa Securities”)
Securities”)
(“Bursa
Securities”) has
Securities”)
has only
hashas
only
only perused
perused
only
perused
perusedthrough
through
through Part
through
Part A
PartPart
A of
A of
of this
this
A this Circular
Circular
of this
Circular in respect
in respect
Circular
in respect
in of
of of
respect
of
the
the proposed
thethe
proposed
proposed
proposednew
new
newnewshareholders'
shareholders'
shareholders' mandate
mandate
shareholders'
mandate for
mandate
for recurrent
forfor
recurrent
recurrent related
related
recurrent
related party
party
related
party transactions
transactions
party
transactions of
transactions
of a
of aof revenue
a revenue
revenue
a revenueor trading
or trading
or trading
or nature
nature
trading
nature
natureon aa a
on aon
on
limited
limited
limited
limitedreview
review
review basis
basis
review
basis pursuant
pursuant
basis
pursuant to
pursuant
to the
to the
the provisions
provisions
to the
provisions
provisionsof
of Practice
of Practice
Practice
of PracticeNote
Note
Note 18
Note
18 of
18 of
18 Main
of Main
Main
of Market
Market
Main
Market
MarketListing
Listing
Listing Requirements
Requirements
Listing
Requirements
Requirements of Bursa
of Bursa
of Bursa
of Bursa
Securities.
Securities.
Securities.
Securities.
Bursa
Bursa
Bursa Securities
Securities
Bursa
Securities
Securitiestakes
takes
takes no responsibility
no
takes
no responsibility
responsibility
no responsibility forfor
for
for thethe
the
the contents
contents
contents
contentsof this
of
of this
this Circular,
Circular,
of this
Circular,
Circular, makes
makes
makes no representation
no
makes
no representation
representation
no representation as to
as
as to
to its
its
asits accuracy
accuracy
to accuracy
its accuracyoror
or or
completeness
completeness
completeness
completeness and
and expressly
andand
expressly
expressly
expresslydisclaims
disclaims
disclaims
disclaimsany
anyany
any liability
liability
liability whatsoever
whatsoever
liability
whatsoever
whatsoever for
for any
forfor
anyany
any loss
loss howsoever
lossloss
howsoever
howsoever
howsoever arising
arising
arising from
from
arising
from or
or in
from
or in
in reliance
reliance
orreliance
in reliance upon
upon
upon upon
the
thethe
the whole
whole
whole
wholeor
or any
or any
any part
or any
part of
partpart
of the
of the
the contents
contents
of the
contents
contentsof
of this
of this
this Circular.
Circular.
of this
Circular. Bursa
Bursa
Circular.
BursaBursa Securities
Securities
Securities
Securities has
has not
hashas
not perused
notnot
perused
perused
perused thethe
the
the contents
contents
contents
contents of this
of this
of this
of thisCircular
Circular
Circular
Circularin
in in
in
relation
relation
relation to
relation
to the
to the
the proposed
proposed
to the
proposed
proposed renewal
renewal
renewal
renewal of
of existing
of existing
existing
of existingshareholders’
shareholders’
shareholders’
shareholders’ mandate
mandate
mandate
mandate for
for recurrent
forfor
recurrent
recurrent
recurrentrelated
related
related
related party
party
party transactions
transactions
party
transactions
transactions of a revenue
of aaofrevenue
of revenue
a revenue
or
or trading
or trading
trading
or tradingnature
nature
nature and
andand
nature
and Proposed
Proposed
Proposed
Proposed Share
Share
Share
ShareBuy-Back
Buy-Back
Buy-Back
Buy-Back Authority
Authority
Authority
Authority (as(as
(as
(as defined
defined
defined
defined herein)
herein)
herein) prior
prior
herein)
prior to
prior
to the
to the
the issuance
issuance
to the
issuance
issuance of this
ofthis
of this Circular
Circular
of this
Circular
Circular as
asitit
as itas it
is an
isis an
an exempt
exempt
is exempt
an exemptdocument
document
document
document pursuant
pursuant
pursuant
pursuantto
to Practice
to Practice
Practice
to Practice Note
Note
Note 18
Note
18 of
18 of
18 the
of the
the
of theMain
Main
MainMainMarket
Market
Market
MarketListing
Listing
Listing Requirements
Requirements
Listing
Requirements
Requirements of Bursa
of Bursa
of Bursa
of Bursa Securities.
Securities.
Securities.
Securities.

TSR
TSR
TSR CAPITAL
CAPITAL
CAPITAL BERHAD
BERHAD
BERHAD
(Registration No.: 200101005393 (541149-W))
(Registration
(Registration
(RegistrationNo.:
No.: 200101005393
No.:
200101005393
200101005393 (541149-W))
(541149-W))
(541149-W))
(Incorporated
(Incorporated
(Incorporated in
(Incorporated
in Malaysia)
in Malaysia)
Malaysia)
in Malaysia)

CIRCULAR
CIRCULAR
CIRCULAR TO
CIRCULAR
TO SHAREHOLDERS
TOTO
SHAREHOLDERS
SHAREHOLDERS
SHAREHOLDERS
ININ
IN
IN RELATION
RELATION
RELATION TOTO
TO
RELATION
TO THE
THE
THE
THE
PART
PART
PART
PART
AA
AA
PROPOSED
PROPOSED
PROPOSED NEW
NEW
PROPOSED
NEW AND
AND
NEW
AND RENEWAL
RENEWAL
AND
RENEWAL
RENEWALOF
OF SHAREHOLDERS’
SHAREHOLDERS’
SHAREHOLDERS’
OFOF SHAREHOLDERS’ MANDATE
MANDATE
MANDATE
MANDATEFOR
FOR
FOR
FOR
RECURRENT
RECURRENT
RECURRENT
RECURRENTRELATED
RELATED
RELATED PARTY
PARTY
RELATED
PARTY TRANSACTIONS
TRANSACTIONS
PARTY
TRANSACTIONS
TRANSACTIONS OF
OF A
OFOF
A REVENUE
A REVENUE
REVENUE OR
OR
A REVENUE
OR TRADING
TRADING
OR
TRADING
TRADING
NATURE
NATURE
NATURE
NATURE
PART
PART
PART BB
PARTBB
PROPOSED
PROPOSED
PROPOSED SHARE
SHARE
PROPOSED
SHARE BUY-BACK
BUY-BACK
SHARE
BUY-BACK AUTHORITY
AUTHORITY
BUY-BACK
AUTHORITY
AUTHORITY FOR
FOR
FOR THE
THE
FOR
THE PURCHASE
PURCHASE
THE
PURCHASE OF
PURCHASE
OF ITS
OFOF
ITS
ITS OWN
OWN
ITS
OWN
OWN
ORDINARY
ORDINARY
ORDINARY SHARES
SHARES
ORDINARY
SHARES
SHARES

The
The above
TheThe
above
above proposals
proposals
above
proposals will
proposals
will be
willwill
be tabled
be tabled
tabled
be at
tabled
at the
at the
the Twenty-First
Twenty-First
at the
Twenty-First
Twenty-First (21st)
(21st)
(21st) Annual
Annual
(21st)
Annual General
General
Annual
General Meeting
Meeting
Meeting
General Meeting(“AGM”)
(“AGM”)
(“AGM”)
(“AGM”) of
of TSR
of TSR
TSR
of TSR
Capital
Capital
Capital Berhad
Berhad
Berhad
Capital (“TSR”
(“TSR”
Berhad
(“TSR” or
(“TSR”
or “the
or “the
“the Company”)
Company”)
or “the
Company”)
Company”) which
which
which will
which
will be
willwill
be held
beheld
held
be on
held
on Tuesday,
on Tuesday,
Tuesday,
on 29
Tuesday,
29 November
29 November
November
29 November2022
2022
2022 at 10.00
at10.00
2022
at 10.00 a.m.
a.m.
at 10.00
a.m. at
at at
a.m.
at
Conference
Conference Room,
Room,
Conference
Conference Room,
Room, Level
Level 17,17,
17,
Level
Level 17, Menara
Menara
Menara
Menara TSR,
TSR,
TSR,TSR,No.No.
No.
No. 12,12,
12,
12, Jalan
Jalan PJU
PJU
Jalan
Jalan PJU 7/3,7/3,
7/3,
PJU
7/3, Mutiara
Mutiara Damansara,
Damansara,
Mutiara
Mutiara 47810
47810
Damansara,
Damansara, 47810
47810 Petaling
Petaling Jaya,
Jaya,
Petaling
Petaling Jaya,
Jaya,
Selangor
Selangor Darul
Darul
Selangor
Selangor Ehsan
Ehsan
Darul
Darul or
or
Ehsan
Ehsan any
any adjournment
adjournment
or any
or any adjournment
adjournment thereof.
thereof.
thereof.
thereof.
The
The Notice
TheThe
Notice of
Notice
Notice of the
of the
the 21st
21st
of the AGM
AGM
21st
21st AGMAGMand
andand
and the
the Form
thethe
Form
Form
Form of
of Proxy
of Proxy
Proxy are
of Proxy
are set
areare
set out
setset
out in
outout
in the
in the
the Annual
Annual
in the Report
Report
Annual
Annual of TSR
of TSR
Report
Report of TSR for the
forfor
of TSR
for financial
thethe
the financial
financial
financial
year
year ended
ended
year
year 30
ended
ended 30 June
30June
June
30 2022
2022
June
2022 which
which
2022 are
which
which are available
areare
available to
available
available to download
todownload
download from
from
from
to download the
from
the Company’s
thethe
Company’s
Company’s
Company’s website
website at www.tsrcap.com.my.
atwww.tsrcap.com.my.
website
website at www.tsrcap.com.my.
at www.tsrcap.com.my.
The
TheThe
The Form
Form
FormFormof
of Proxy
of Proxy
Proxy
of Proxyshould
should be
should
should be completed
be completed
completed
be completed and
andand
and returned
returned in
returned
returned in accordance
in accordance
accordance
in accordance with
with
with the
with
the instructions
thethe
instructions
instructions
instructions therein
therein as soon
as soon
therein
therein as soon
as as
as as
soon
as
possible
possible and
andand
possible
possible and shall
shall be
shall
shall be deposited
be deposited
deposited
be at
deposited
at the
at the
the office
office
at the of the
of the
office
office of the Company’s
Company’s
of the Company’s
Company’s share
share registrar
registrar
share
share at
registrar
registrar at Insurban
at Insurban
Insurban
at Insurban Corporate
Corporate
Corporate
Corporate Services
Services
Services
Services
SdnSdn
Sdn
Sdn Bhd
Bhd
Bhd at 149
at
Bhd
at 149
149 Jalan
Jalan
at 149 Jalan
Jalan Aminuddin
Aminuddin
Aminuddin
Aminuddin Baki,
Baki, Taman
Taman
Baki,
Baki, Taman
Taman TunTun
Tun
Tun Dr Ismail
Dr
Dr Ismail
Ismail
Dr 60000
60000
Ismail 60000
60000 Kuala
Kuala
Kuala
Kuala Lumpur,
Lumpur,
Lumpur,
Lumpur, notnot
not
not lessless
less
less than
than
than forty-eight
forty-eight
than forty-eight
forty-eight
(48)
(48) hours
hours
(48)(48) before
before
hours
hours the
the
before
before time
time
the the stipulated
stipulated
timetime stipulated
stipulated for
for holding
holding
for for holding
holding the
the meeting.
meeting.
the the meeting.
meeting. The
The
TheThecompletion
completion
completion
completion and
and
andand return
return of
of
return
return the
the Form
Form
of the
of the Form
Form of Proxy
ofProxy
of Proxy
of Proxy
will
will not
not preclude
preclude you
you from
from attending
attending and
and voting
voting in
in person
person at
at the
the meeting
meeting should
should you
you subsequently
subsequently wish
wish to do
to do
do
willwill
not not preclude
preclude youyoufromfrom attending
attending andand voting
voting in person
in person at the
at the meeting
meeting should
should youyou subsequently
subsequently wish wish
to to do
so.
so.so.
so.
Last
Last
Last day,
day,
Last
day, date
date
day,
date and
date
and time
andand
time
time for
time
for lodging
forfor
lodging
lodging the
lodging
the Proxy
thethe
Proxy
Proxy Form
Proxy Form ::: : 27
Form
Form 27 November
27 November
November
27 2022
2022
November
2022 before
before
2022
before 10.00
10.00
before
10.00 a.m.
a.m.
10.00
a.m.
a.m.
Day,
Day,
Day, date
date
Day,
date and
date
and time
andand
time
time of
time
of the
of the
the 21st
21st
of the
21st AGM
AGM
21st
AGMAGM ::: : 29
29 November
29 November
November
29 2022
2022
November
2022 at 10.00
at 10.00
2022
at 10.00 a.m.
a.m.
at 10.00
a.m.
a.m.
This
This
This Circular
Circular
This
Circular isis
Circular dated
is dated
dated 28
is dated
28 October
28 October
October
28 2022
2022
October
2022
2022
DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

"Act" : Companies Act 2016

“AGM” : Annual General Meeting

"Board" : The Board of Directors of TSR

"Bursa Securities" : Bursa Malaysia Securities Berhad

"Director(s)" : The director(s) of TSR and shall have the meaning given in Section
2(1) of the Capital Markets and Services Act 2007.

For the purpose of Proposed RRPT Mandate, the definition of director

shall include any person who is or was within the preceding 6 months
of the date on which the terms of the trasanction were agreed upon, a
Director of the Company, its subsidiary or holding company or a chief
executive of the Company, its subsidiary or holding company.

"FPE" : Financial period ended/ending, as the case may be

"FYE" : Financial year ended/ending, as the case may be

"Listing Requirements" : Main Market Listing Requirements of Bursa Securities

"LPD" : 3 October 2022, being the latest practicable date prior to the printing
of this Circular

"Major Shareholder(s)" : A person who has an interest or interests in one or more voting shares
in the Company and the number or aggregate number of those shares,
is:

(a) 10% or more of the total number of voting shares in the

Company; or
(b) 5% or more of the total number of voting shares in the Company
where such person is the largest shareholder of the Company.

This includes any person who is or was within the preceding six
months of the date on which the terms of the RRPTs were agreed
upon, a major shareholder of TSR as defined above or any other
company which is a subsidiary or holding company of TSR.

For the purpose of this definition, “interest” shall have the meaning
of “interest in shares” given in Section 8 of the Act.
“NA” : Net assets attributable to ordinary equity holders of the Company

“Persons Connected" : Shall have the same meaning given in Paragraph 1.01 of the Listing
Requirements

“Proposed RRPT : Proposed New and Renewal of the Shareholders’ Mandate for TSR Group
Mandate” to enter into Recurrent Related Party Transactions for the Company and its
subsidiaries in its normal course of business and on terms not more
favourable than those generally available to the public, to enter into the
transactions set out in Section 2.8 of this Circular (Recurrent Related Party
Transactions) with persons who are considered to be “related parties” as
defined in Chapter 10 if the Listing Requirements.

i
i
DEFINITIONS (CONT’)

“Related Party(ies)” : Director(s), Major Shareholder(s) and/or Persons Connected with such
Director(s) or Major Shareholder(s) or Persons Connected with such
Director or Major Shareholder who are interested in the Proposals. For the
purpose of this definition, “Director” and “Major Shareholder’ includes any
person who is or was within the preceding six (6) months of the date on
which the terms of transaction were agreed upon, a Director or Major
Shareholder or Persons Connected with such Director or Major Shareholder
of the Group.

“RM” : Ringgit Malaysia and sen respectively.

"RRPTs" : Related party transaction(s) which is/are recurrent, of a revenue and/or

trading nature and which is/are necessary for the day-to-day operations of
the TSR Group.

“Proposed Share Buy-Back : Proposed authority for the purchase by TSR of up to ten percent (10%) of
Mandate” the issued share capital of the Company

“Purchased TSR Shares” : Share(s) purchased by TSR pursuant to Section 127 of the Act

“Proposals” : Proposed New and Renewal of the Shareholders’ Mandate for RRPT and
Proposed Share Buy-Back Authority, collectively

"TSR" or the "Company" : TSR Capital Berhad [Registration No. 200101005393 (541149-W)]

"TSR Group" or the "Group" : TSR and its subsidiaries, collectively

"TSR Shares" or "Shares" : Ordinary shares in TSR

Words denoting the singular shall, where applicable, include the plural and vice-versa and words denoting the
masculine gender shall, where applicable, include the feminine gender, neuter gender and vice versa. Reference
to persons shall include corporations.

Any reference to a time of day shall be a reference to Malaysian time, unless otherwise stated.

Any reference to any statute is a reference to that statute as for the time being amended or re-enacted and any
subsequent amendment thereof.

All references to “you” and “your” in this Circular are to the shareholders of the Company.

[The rest of this page is intentionally left blank]

ii
ii
i
 TABLE
TABLE OF
OF CONTENTS
CONTENTS
TABLE OF CONTENTS
Page
Page
PART A Page
PART A–
PART A PROPOSED
–– PROPOSED NEW
PROPOSED NEW AND
NEW AND RENEWAL
AND RENEWAL OF
RENEWAL OF SHAREHOLDERS’
OF SHAREHOLDERS’ MANDATE
SHAREHOLDERS’ MANDATE FOR
MANDATE FOR
FOR
RECURRENT RELATED
RECURRENT RELATED PARTY
RELATED PARTY TRANSACTIONS
PARTY TRANSACTIONS OF
TRANSACTIONS OF A
OF A REVENUE
A REVENUE OR
REVENUE OR TRADING
OR TRADING
TRADING
RECURRENT
NATURE
NATURE
NATURE
LETTER
LETTER TO SHAREHOLDERS IN RELATION TO THE PROPOSED RRPT MANDATE
LETTER TO
TO SHAREHOLDERS
SHAREHOLDERS IN
IN RELATION
RELATION TO
TO THE PROPOSED RRPT
THE PROPOSED RRPT MANDATE
MANDATE

1.
1. INTRODUCTION
INTRODUCTION 11
1. INTRODUCTION 1
2.
2. DETAILS
DETAILS OF THE PROPOSED RRPT MANDATE 2
2. DETAILS OF
OF THE
THE PROPOSED
PROPOSED RRPT
RRPT MANDATE
MANDATE 22
3.
3. INTEREST
INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS 9
3. INTEREST OF
OF DIRECTORS
DIRECTORS AND
AND MAJOR
MAJOR SHAREHOLDERS
SHAREHOLDERS 99
4.
4. EFFECTS
EFFECTS OF THE PROPOSAL 10
4. EFFECTS OF
OF THE
THE PROPOSAL
PROPOSAL 10
10
5.
5. APPROVAL
APPROVAL REQUIRED 10
5. APPROVAL REQUIRED
REQUIRED 10
10
6.
6. DIRECTORS’
DIRECTORS’ STATEMENT AND RECOMMENDATION 10
6. DIRECTORS’ STATEMENT
STATEMENT AND
AND RECOMMENDATION
RECOMMENDATION 10
10
7.
7. ANNUAL
ANNUAL GENERAL MEETING 11
7. ANNUAL GENERAL
GENERAL MEETING
MEETING 11
11
8.
8. FURTHER
FURTHER INFORMATION
INFORMATION 11
11
8. FURTHER INFORMATION 11

PART
PART B– PROPOSED SHAREHOLDERS’ MANDATE ON SHARE BUY-BACK
PART B
B –– PROPOSED
PROPOSED SHAREHOLDERS’
SHAREHOLDERS’ MANDATE
MANDATE ON
ON SHARE
SHARE BUY-BACK
BUY-BACK
STATEMENT
STATEMENT RELATING TO THE SHARE BUY-BACK MANDATE
STATEMENT RELATING
RELATING TO
TO THE
THE SHARE
SHARE BUY-BACK MANDATE
BUY-BACK MANDATE

1.
1. INTRODUCTION
INTRODUCTION 12
12
1. INTRODUCTION 12
2.
2. DETAILS
DETAILS OF THE PROPOSED SHARE BUY-BACK MANDATE 13
2. DETAILS OF
OF THE
THE PROPOSED
PROPOSED SHARE
SHARE BUY-BACK MANDATE
BUY-BACK MANDATE 13
13
3.
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK AUTHORITY 15
15
3. RATIONALE
RATIONALE FOR
FOR THE
THE PROPOSED
PROPOSED SHARE
SHARE BUY-BACK AUTHORITY
BUY-BACK AUTHORITY 15
4.
4. MATERIAL FINANCIAL EFFECTS OF THE PROPOSED TSR MANDATE 16
4. MATERIAL
MATERIAL FINANCIAL
FINANCIAL EFFECTS
EFFECTS OF
OF THE
THE PROPOSED
PROPOSED TSR
TSR MANDATE
MANDATE 16
16
5.
5. HISTORICAL SHARE PRICES 17
5. HISTORICAL
HISTORICAL SHARE
SHARE PRICES
PRICES 17
17

APPROVAL
APPROVAL REQUIRED
REQUIRED
6.
6. APPROVAL REQUIRED 18
18
6. 18
7.
7. DIRECTORS’ RECOMMENDATION
DIRECTORS’ RECOMMENDATION 18
18
7. DIRECTORS’ RECOMMENDATION 18
8.
8. ANNUAL GENERAL MEETING
ANNUAL MEETING 18
8. ANNUAL GENERAL
GENERAL MEETING 18
18
9.
9. FURTHER INFORMATION
FURTHER INFORMATION 18
18
9. FURTHER INFORMATION 18

APPENDIX
APPENDIX III ––– FURTHER
FURTHER INFORMATION
INFORMATION
APPENDIX FURTHER INFORMATION
19
19
1.
1. DIRECTORS’ RESPONSIBILITY STATEMENT
DIRECTORS’ STATEMENT 19
1. DIRECTORS’ RESPONSIBILITY
RESPONSIBILITY STATEMENT
19
19
2.
2. MATERIAL LITIGATIONS
MATERIAL 19
2. MATERIAL LITIGATIONS
LITIGATIONS
20
20
3.
3. MATERIAL CONTRACTS
MATERIAL CONTRACTS 20
3. MATERIAL CONTRACTS
21
21
4.
4. DOCUMENTS FOR INSPECTION
DOCUMENTS INSPECTION 21
4. DOCUMENTS FOR
FOR INSPECTION

iii.
iiiiii.
 PART A

PROPOSED NEW AND RENEWAL OF THE EXISTING SHAREHOLDERS’

MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE OR TRADING NATURE
 TSR CAPITAL BERHAD
TSR CAPITAL
(Registration BERHAD
No.: 200101005393 (541149-W))
(Registration (Incorporated in Malaysia)
No.: 200101005393 (541149-W))
(Incorporated in Malaysia)
Registered Office:
Level 16, Office:
Registered Menara TSR
No. 12, Jalan
Level 16, MenaraPJU
TSR7/3
Mutiara
No. Damansara
12, Jalan PJU 7/3
47810Damansara
Mutiara Petaling Jaya
Selangor
47810 Darul
Petaling Ehsan
Jaya
Selangor Darul Ehsan
28 October 2022
28 October 2022

Board of Directors:
Tan Sri
Board Dato’ Seri Mohamad Noor Bin Abdul Rahim (Independent Non-Executive Chairman)
of Directors:
Tan
Tan SriSri Dato’
Dato’ Lim
Seri Kang Yew
Mohamad (Deputy
Noor Executive
Bin Abdul RahimChairman)
(Independent Non-Executive Chairman)
Mr.
Tan SriLim Dian
Dato’ Lim Kang(Executive
Hoong Yew (DeputyDirector)
Executive Chairman)
Tengku
Mr. Ab Hadi
Lim Dian HoongBin Tengku Mustafa
(Executive (Executive Director)
Director)
Mr. Lim
Tengku AbDian
HadiPing (Executive
Bin Tengku Director)
Mustafa (Executive Director)
Mr.
Mr. NgDian
Lim KimPing
Keong (Executive
(Executive Director)
Director)
Mr.
Mr. NgLim
KimKuan
KeongHwang (Non-Independent
(Executive Director) Non-Executive Director)
Mr.
Mr. Tan
Lim Hwang(Senior
En Chong
Kuan IndependentNon-Executive
(Non-Independent Non-ExecutiveDirector)
Director)
Dato’
Mr. Tan Ahmad
En ChongFadzli Bin Independent
(Senior Yaakob (Independent Non-Executive
Non-Executive Director)Director)
Dato’ Ahmad Fadzli Bin Yaakob (Independent Non-Executive Director)
To: The Shareholders of TSR Capital Berhad
To: The Shareholders of TSR Capital Berhad
Dear Sir/ Madam,
Dear Sir/ Madam,
PROPOSED NEW AND RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR RRPTS
OF A REVENUE
PROPOSED NEW AND OR TRADING
RENEWALNATURE OF THE SHAREHOLDERS’ MANDATE FOR RRPTS
OF A REVENUE OR TRADING NATURE
1. INTRODUCTION
1. INTRODUCTION
On 14 October 2022 the Board announced that the Company proposed to seek shareholders’
Onapproval at the
14 October forthcoming
2022 AGM on the
the Board announced Proposed
that RRPTproposed
the Company Mandate.to seek shareholders’
approval at the forthcoming AGM on the Proposed RRPT Mandate.
Further details of the Proposals are set out in ensuing sections.
Further details of the Proposals are set out in ensuing sections.
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH THE
RELEVANT
THE PURPOSEINFORMATION
OF THIS CIRCULAR ON THEIS PROPOSAL
TO PROVIDE ANDYOUTO WITH
SEEK THEYOUR
APPROVAL ON THE ORDINARY RESOLUTION
RELEVANT INFORMATION ON THE PROPOSAL AND TO SEEK YOUR PERTAINING TO THE
PROPOSAL TO BE TABLED AT THE
APPROVAL ON THE ORDINARY RESOLUTION PERTAINING TO THE FORTHCOMING AGM OR ANY
ADJOURNMENT
PROPOSAL TO BE THEREOF.
TABLED AT THE FORTHCOMING AGM OR ANY
ADJOURNMENT THEREOF.
YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS
OF ARE
YOU THIS CIRCULAR
ADVISED TOGETHER
TO READ WITH THE
AND CONSIDER APPENDICES
CAREFULLY CONTAINED
THE CONTENTS
OFHEREIN BEFORE VOTING
THIS CIRCULAR TOGETHER ON THE WITHORDINARY RESOLUTION
THE APPENDICES BY WAY OF
CONTAINED
POLL TO
HEREIN GIVE VOTING
BEFORE EFFECT ON TOTHE THEORDINARY
PROPOSAL TO BE TABLED
RESOLUTION BY WAY AT OFTHE
FORTHCOMING
POLL TO GIVE EFFECT AGM ORTO ANYTHE ADJOURNMENT
PROPOSAL TO THEREOF.
BE TABLED AT THE
FORTHCOMING AGM OR ANY ADJOURNMENT THEREOF.

1
11
2. DETAILS OF THE PROPOSAL

2.1 Provisions under the Listing Requirements

Pursuant to Paragraph 10.09 of the Listing Requirements, a listed issuer may seek its
shareholders’ mandate in respect of transactions which are made on an arm’s length basis and
are necessary for its day-to-day operations subject to, amongst others, the following:-

(a) 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;

(b) 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 prescribed threshold as follows:-

“in relation to a listed issuer with a share capital of RM60 million and above:-

(i) the consideration, value of the assets, capital outlay or costs of the transaction is
RM1 million or more; or

(ii) the percentage ratio of such transaction is 1% or more,

whichever is the higher”;

(c) the listed issuer’s circular to shareholders for the shareholders’ mandate includes the
information as may be prescribed by Bursa Securities;

(d) in a meeting to obtain shareholders’ mandate, the interested Directors, Major

Shareholders and Persons Connected with a Director or Major Shareholder, and where
it involves the interest of an interested Persons Connected with a Director or Major
Shareholder, such Director or Major Shareholder, must not vote on the resolution
approving the RRPTs. An interested Director or Major Shareholder must also ensure that
Persons Connected with them abstain from voting on the resolution approving the
RRPTs; and

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

Where a listed issuer has procured a shareholder mandate in respect of the transactions, the
provisions under Paragraph 10.08 of the Listing Requirements will not apply to the
transactions which are comprise in the said mandate.
2.2 TSR Group has, in the ordinary course of its business, entered into RRPTs and is anticipated
to continue to enter into such transactions with the Related Parties, the details of which are set
out in Section 2.8 herein. It is likely that such transactions will occur with some degree of
frequency and could arise at any time.

2.3 Accordingly, the Board proposes to seek Proposed New and Renewal of Shareholders’
Mandate for the RRPTs as set out in Section 2.8 herein

These RRPTs which are necessary for the day-to-day operations of TSR Group, will be based
on normal commercial terms, at arms’ length, and have been/will be transacted on terms that
are not more favourable to the Related Parties than those generally available to the public.

[The rest of this page is intentionally left blank]

2
2.4 Validity of the Proposed RRPT Mandate

The Proposed New and Renewal of Shareholders’ Mandate, if approved by the shareholders of the
Company at the forthcoming AGM or any adjournment thereof, will take effect from the date of the
passing of the ordinary resolution at the forthcoming AGM or any adjournment thereof and shall
continue to be in force until:-

(a) the conclusion of the next AGM of the Company at which time it shall lapse, unless the authority
is renewed by a resolution passed at the next AGM;

(b) the expiration of the period within the next AGM of the Company after the date is required to
be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 340(4) of the Act); or

(c) revoked or varied by an ordinary resolution passed by the shareholders of the Company at a
general meeting,

whichever is earlier.

2.5 Classes of Related Parties

Proposed New and Renewal of Shareholders’ Mandate will apply to the following classes of Related Parties:

(i) Interested Directors;

(ii) Interested Major Shareholders; and

(iii) Persons Connected the Directors and/or Major Shareholders.

2.6 Principal Activities of the Group, TSRB

The Company is principally engaged in the business of investment holding, whilst its subsidiaries are
principally involved in the business of:-

(a) construction and civil engineering works; and

(b) property developer and property investment

The subsidiary involved in the Proposals are:-

Subsidiary Equity Interest (%) Principal Activities

TSR Bina Sdn Bhd (“TSRB”) 100 Construction and civil

engineering works

It is envisaged that, in the normal course of the Group’s businesses, transaction of a revenue or trading
nature between the Group and the Related Parties are necessary for its day-to-day operations. The
details of the RRPT under the Proposed New and Renewal of Shareholders’ Mandate are set in Section
2.8 of this Circular.

2.7 Classes of related parties with whom transactions have been or will be carried out and
contemplated

No. Related Party Principal Activity

1. Limbongan Setia Properties Investment
Corporation Sdn Bhd

2. U-Ni Magna Sdn Bhd Property Investment and Management Services

3. PLS Plantations Berhad Investment holding, civil engineering and construction works

3
3
 2.8
2.8 Nature
Nature of
of the
the RRPTs
RRPTs contemplated
contemplated under
under the
the Proposal
Proposal
2.8 Nature of the RRPTs contemplated under the Proposal

2.8.1
2.8.1 The
The RRPTs
RRPTs of
of which
which is approval being
is approval being sought
sought under
under the
the Proposed
Proposed Renewal
Renewal of
of Existing
Existing Shareholders’
Shareholders’
2.8.1 The RRPTs
Mandate
Mandate areof
are aswhich
as is approval being sought under the Proposed Renewal of Existing Shareholders’
follows:-
follows:-
Mandate are as follows:-

No.
No. Nature of
Nature of Related
Related Interested
Interested Estimated
Estimated Actual
Actual value
value Estimated
Estimated
No. Nature of
Transactions
Transactions Related
Party
Party Interested
Directors/Major
Directors/Major Estimated
value of
value of Actual
of value
of transacted
transacted Estimated
value
value from
from
Transactions Party Directors/Major
Shareholders
Shareholders value of
transactions
transactions of transacted
from 22
from 22 value from
forthcoming
forthcoming
Shareholders transactions
as disclosed
as disclosed from 22
December
December forthcoming
AGM
AGM to to the
the
as
in disclosed
the
in the December
2021
2021 to LPD
to LPD AGM
next to the
AGM
next AGM
in the
Circular
Circular to
to 2021 to LPD
(RM’000)
(RM’000) next AGM
(RM’000)
(RM’000)
Circular to
Shareholders
Shareholders (RM’000) (RM’000)
Shareholders
dated 29
dated 29
dated
October
October29
October
2021
2021
2021
(RM’000)
(RM’000)
(RM’000)
1.
1. Renting of
Renting of U-Ni
U-Ni Tan Sri
Tan Sri Dato’
Dato’ Lim
Lim 525
525 437
437 525
525
1. Renting
Premisesofby
Premises by U-Ni
Magna Sdn
Magna Sdn Tan
KangSri
Kang Dato’ Lim
Yew
Yew 525 437 525
Premises
TSRB from
TSRB from by Magna
Bhd
Bhd Sdn Kang Yew
Dato’ Lim
Dato’ Lim Kang
Kang Poh
Poh
TSRB
UMSBfrom
UMSB for
for use
use Bhd Dato’ Lim Kang Poh
(“UMSB”)
(“UMSB”) Lim Dian
Dian Hoong
Hoong
UMSB for use (“UMSB”) Lim
of office
of office at
at Lim Dian Hoong
of office
Level 17,at Lim Guan
Lim Guan Shiun
Shiun
Level 17, Lim Guan Shiun
Level
Menara 17,
Menara TSRTSR Lim Dian
Dian Ping
Ping
Menara TSR Lim
No.12, Jalan
Jalan Lim Dian Ping
No.12, Lim Kuan
Lim Kuan Hwang
Hwang
No.12,
PJU 7/3,
PJU 7/3, Jalan Lim Kuan Hwang
PJU 7/3,
Mutiara
Mutiara
Mutiara
Damansara,
Damansara,
Damansara,
47810 Petaling
47810 Petaling
47810 Petaling
Jaya, Selangor
Jaya, Selangor
Jaya,
DarulSelangor
Darul Ehsan
Ehsan
Darul Ehsan
Tenancy
Tenancy
Tenancy
Period: 33 years
Period: years
Period: 3 years
from 11 January
from January
from
2020 1to
2020 toJanuary
31
31
2020 to
December
December 31
December
2022
2022
2022
Renewal term:
Renewal term:
Renewal
2 years term:
2 years from 11
from
2 years from
January
January 20231
2023
January
to 31
to 31 2023
to 31
December
December
December
2024
2024
2024
Rental and
Rental and
Rental
service and
service charge:
charge:
service charge:
RM43,731
RM43,731 per per
RM43,731
month
month per
month

2.
2. Renting of
Renting of Limbongan
Limbongan Tan Sri
Tan Sri Dato’
Dato’ Lim
Lim 240
240 200
200 240
240
2. Renting
Premises of
Premises byby Limbongan
Setia
Setia Tan
KangSri Dato’
Yew
Kang Yew Lim 240 200 240
Premises
TSRB from
TSRB fromby Setia
Corporation
Corporation Kang Yew
Dato’ Lim
Dato’ Lim Kang
Kang Poh
Poh
TSRB
LSCSBfrom
LSCSB for use
for use Corporation
Sdn Bhd
Sdn Bhd Dato’ Lim Kang Poh
LSCSB
of land for
at use
Lot Sdn Bhd Lim Dian Hoong
Lim Dian Hoong
of land at Lot (“LSCSB”)
(“LSCSB”) Lim Dian Hoong
of
45,land
45, at Lot
Putra
Putra (“LSCSB”) Lim Guan
Guan Shiun
Shiun
45, Putra
Industrial Park, Lim
Industrial Park, Lim Guan Shiun
Industrial
Jalan BRP, Park, Lim Dian
Lim Dian Ping
Ping
Jalan BRP, Lim Dian Ping
Jalan
Bukit BRP,
Bukit Rahman
Rahman Lim Kuan
Kuan Hwang
Hwang
Lim
Bukit
Putra, Rahman
Putra, 47000
47000 Lim Kuan Hwang
Putra,
Sungai 47000
Buloh,
Sungai Buloh,
Sungai
SelangorBuloh,
Darul
Selangor Darul
Selangor
Ehsan Darul
Ehsan
Ehsan
Tenancy
Tenancy
Tenancy
4
44
4
 Period: 2 years
from 1
Period: 2 years
December
from 1to 230years
2020
Period:
December
November
from 1
2020 to 30
2022
December
November
2020 to 30
Renewal term:
2022
November
2 years from 1
2022
Renewal term:
December
2 years
2022 to from
Renewal 30
term:1
December
November
2 years from 1
2022
2024 to 30
December
November
2022 to 30
Rental:
2024
November
RM20,000 per
2024
Rental:
month
RM20,000
Rental: per
month
RM20,000 per
3. Sharing
month cost of PLS Tan Sri Dato’ Lim 141 82 -
renting of by Plantations Kang Yew
3. Sharingwith
TSRB cost of Berhad
PLS Tan Sri Dato’ Lim 141 82 -
Lim Dian Ping
3. rentingfor
PLSB
Sharing of by of PLS
use
cost Plantations KangSri
Tan Yew
Dato’ Lim 141 82 -
(“PLSB”)
TSRB
of
renting with
officeof by Berhad
Plantations Kang YewPing
Lim Dian
PLSB for
premises
TSRB atuse
with Berhad
(“PLSB”) Lim Dian Ping
of office
Level
PLSB 9-01,
for use (“PLSB”)
premises
Menara
of at
officeTSR,
Level 9-01,
No.12,
premises Jalan
at
Menara
PJU
Level7/3, TSR,
9-01,
No.12, Jalan
Mutiara
Menara TSR,
PJU 7/3,Jalan
Damansara,
No.12,
Mutiara
47810
PJU Petaling
7/3,
Damansara,
Jaya, Selangor
Mutiara
47810Ehsan
Darul Petaling
Damansara,
Jaya, Selangor
47810 Petaling
Rental and
DarulSelangor
Jaya, Ehsan
service charge:
Darul
RentalEhsan
RM11,279and per
service and
month
Rental charge:
RM11,279 per
service1)charge:
(Note
month
RM11,279 per
month
(Note 1)
Note 1: PLSB rents the premises at Level 9-01, Menara TSR (“Premises”) from UMSB. TSRB temporarily occupied
(Note space
certain office 1) of the Premises and thus shared the cost of renting proportionately. The sharing of renting costs
Note 1:atPLSB
ended the endrents premises at Level 9-01, Menara TSR (“Premises”) from UMSB. TSRB temporarily occupied
the 2022.
of July
certain
Note 1:office
PLSBspace
rents of
thethe Premises
premises and thus
at Level shared
9-01, the TSR
Menara cost of renting proportionately.
(“Premises”) from UMSB. TheTSRBsharing of renting
temporarily costs
occupied
ended atoffice
certain the end of July 2022.
2.8.2 The RRPTs of which is approval being sought under the Proposed New Shareholders’ Mandate are as costs
space of the Premises and thus shared the cost of renting proportionately. The sharing of renting
ended at thefollows:-
end of July 2022.
2.8.2 The RRPTs of which is approval being sought under the Proposed New Shareholders’ Mandate are as
2.8.2 follows:-
The RRPTs of which is approval being sought under the Proposed New Shareholders’ Mandate are as
follows:-
No. Nature of Related Interested Estimated
Transactions Party Directors/Major value from
No. Nature of Related Interested
Shareholders Estimated
forthcoming
No. Transactions
Nature of Party
Related Directors/Major
Interested value
AGM from
to the
Estimated
Transactions Party Shareholders
Directors/Major forthcoming
next AGM
value from
Shareholders AGM to the
(RM’000)
forthcoming
next
AGMAGM to the
(RM’000)
next AGM
1. Renting of U-Ni Tan Sri Dato’ Lim RM320
(RM’000)
Premises by Magna Sdn Kang Yew
1. Renting
TSRB from of U-Ni
Bhd Tan Sri Dato’ Lim RM320
Dato’ Lim Kang Poh
1. Premises
UMSB for
Renting ofbyuse Magna Sdn
U-Ni KangSri
Tan Yew
Dato’ Lim RM320
(“UMSB”) Lim Dian Hoong
TSRB
Premisesfrom
of office at
by Bhd
Magna Sdn Kang
Dato’ Yew
Lim Kang Poh
UMSB for use
Level 16-01,
TSRB from Bhd
(“UMSB”) Lim Guan Shiun
Dato’ LimHoong
Lim Dian Kang Poh
of officefor
Menara
UMSB at use
TSR
(“UMSB”) Lim Dian Hoong
Lim Ping
Level
of 16-01,
office at
No.12, Jalan Lim Dian
Guan Shiun
Menara
Level TSR
16-01, Lim Guan
Lim Kuan Shiun
Hwang
PJU 7/3, Lim Dian Ping
Menara
No.12, TSR
MutiaraJalan Lim
Lim Dian
Kuan Ping
Hwang
PJU 7/3,Jalan
Damansara,
No.12,
Mutiara
PJU 7/3, Lim Kuan Hwang
5
Damansara,
Mutiara
Damansara, 55
5
 47810
47810 Petaling
Petaling
47810Selangor
Jaya, Petaling
Jaya, Selangor
Jaya, Selangor
Darul
Darul Ehsan
Darul Ehsan
Ehsan
Tenancy
Tenancy
Tenancy
Period: 3 years
Period:
Period: 3
3 years
years
from
from 1
1
from 1
December
December
December
2022
2022 to
to 30
30
2022 to 30
November
November
November
2025
2025
2025
Renewal
Renewal term:
term:
Renewal
2 years term:
from 11
2
2 years
years from
from 1
December
December
December
2025 to 30
2025
2025 to 30
to 30
November
November
November
2027
2027
2027
Rental
Rental and
Rental and
service and
charge:
service
service charge:
charge:
RM26,720
RM26,720 per
per
RM26,720
month per
month
month

2.9
2.9 Nature
Nature and Extent of Interest
2.9 Nature and
and Extent
Extent ofof Interest
Interest
The
The nature
nature and
and extent of the interest of the Interested Directors and Substantial
Substantial Shareholders as stated in the
The
preceding and extent
naturetable extent
as at 1
of
of the
the interest
interest
October 2022
of
of
are
the
the
as
Interested
Interested
follows :-
Directors
Directors and
and Substantial Shareholders
Shareholders as
as stated
stated in
in the
the
preceding
preceding table
table as
as at
at 11 October
October 2022
2022 are
are as
as follows
follows :-
:-
a. Tan Sri
Tan Sri Dato’ Lim
Lim Kang
Kang Yew, Dato’
Dato’ Lim
Lim Kang
Kang Poh,
Poh, Lim
Lim Dian
Dian Hoong
Hoong and
and Lim
Lim Guan
Guan Shiun
Shiun are
are the
a.
a. Tan Sri Dato’
directorsDato’
and Lim Kang Yew,
shareholders Yew,
in Dato’
U-Ni LimSdn
Magna Kang
Bhd.Poh, Lim Dian Hoong and Lim Guan Shiun are the
the
directors and shareholders in U-Ni Magna Sdn Bhd.
directors and shareholders in U-Ni Magna Sdn Bhd.
b. Tan
Tan Sri
Sri Dato’
Dato’ Lim Kang Yew and Dato’ Lim Kang Poh are the directors and shareholders in Limbongan
b.
b. Tan
SetiaSri Dato’ Lim Kang
LimSdn
Corporation Kang Yew
Yew and
Bhd. and Dato’
Dato’ Lim
Lim Kang
Kang Poh
Poh are
are the
the directors
directors and
and shareholders
shareholders in
in Limbongan
Limbongan
Setia Corporation Sdn Bhd.
Setia Corporation Sdn Bhd.
c. Tan Sri
Tan Sri Dato’ Lim
Lim Kang Yew
Yew is the
the director and
and shareholder in
in PLS Plantations
Plantations Berhad.
c.
c. Tan Sri Dato’
Dato’ Lim Kang
Kang Yew is is the director
director and shareholder
shareholder in PLS
PLS Plantations Berhad.
Berhad.
d. Tan
Tan Sri Dato’ Lim Kang Yew and Dato’ Lim Kang Poh are brothers.
d.
d. Tan Sri
Sri Dato’
Dato’ Lim
Lim Kang
Kang Yew and Dato’
Yew and Dato’ Lim
Lim Kang
Kang Poh
Poh are
are brothers.
brothers.
e. Lim Dian Ping
Lim Dian Ping is the son of Tan Sri Dato’ Lim Kang Yew, nephew to to Dato’
Dato’ Lim Kang
Kang Poh, brother
brother to
e.
e. Lim Dian Ping is
Hoong
the
is and son
son of
of Tan
the cousin Tan
to Lim
Sri Dato’
SriGuan Lim
Lim Kang
Dato’Shiun Kang
and
Yew,
Yew,
Lim
nephew
nephew
Kuan Hwang.to Dato’ Lim
Lim Kang Poh,
Poh, brother to
to
Lim Dian Hoong and cousin to Lim Guan Shiun and Lim Kuan
Lim Dian Hoong and cousin to Lim Guan Shiun and Lim Kuan Hwang. Hwang.
f. Lim
Lim Dian Hoong is
is the
the son of Tan Sri Dato’ Lim Kang
Kang Yew,
Yew, nephew
nephew to
to Dato’
Dato’ Lim
Lim Kang
Kang Poh,
Poh, brother
brother to
f.
f. Lim
Dian Hoong
Dian Hoong
Ping and the son
sontoof
is cousin Tan
ofLim Sri
Sri Dato’
TanGuan Dato’
Shiun
Lim
Lim
andKang
Lim Yew,
Kuan nephew
to
Hwang. to Dato’ Lim Kang Poh, brother to
Lim Dian Ping and cousin to Lim Guan Shiun and Lim Kuan Hwang.
Lim Dian Ping and cousin to Lim Guan Shiun and Lim Kuan Hwang.
g. Lim Guan
Guan Shiun is the
Shiun is the son
son of
of Dato’
Dato’ Lim
Lim Kang
Kang Poh,
Poh, nephew
nephew to
to Tan
Tan Sri
Sri Dato’
Dato’ Lim Kang
Kang Yew, brother
brother to
g.
g. Lim Shiun isand
Guan Hwang
Lim Kuan
Kuan the cousin
son of to
Dato’
Lim Lim Kang
Dian Poh,
Hoong nephew
and Lim to Tan
Dian Sri Dato’ Lim
Ping. Lim Kang Yew,
Yew, brother to
to
Lim Hwang and cousin to Lim Dian Hoong and Lim Dian
Lim Kuan Hwang and cousin to Lim Dian Hoong and Lim Dian Ping. Ping.
h. Lim
Lim Kuan
Kuan Hwang
Hwang is
is the
the son
son of Dato’ Lim Kang Poh, nephew to Tan Sri Dato’ Lim Kang Yew, brother
h.
h. Lim
to Kuan
Lim Hwang
Guan Shiun isand son of
oftoDato’
thecousin Dato’
Lim
Lim
Lim
Dian
Kang
Kang Poh,
Poh,
Hoong and
nephew
nephew
Lim
to
to Tan
Dian Tan
Ping.
Sri
Sri Dato’
Dato’ Lim
Lim Kang
Kang Yew,
Yew, brother
brother
to Lim Guan Shiun and cousin to Lim Dian Hoong and Lim Dian Ping.
to Lim Guan Shiun and cousin to Lim Dian Hoong and Lim Dian Ping.

2.10
2.10 Amount owing by Related Party pursuant to RRPTs
2.10 Amount
Amount owing
owing byby Related
Related Party
Party pursuant
pursuant to to RRPTs
RRPTs
As
As at
at LDP,
LDP, there
there is no amount due or owing to TSR Group pursuant to the RRPTs which have exceeded
As
the at LDP,
credit there is
terms. is no
no amount
amount due due or
or owing
owing toto TSR
TSR Group
Group pursuant
pursuant to
to the
the RRPTs
RRPTs which
which have
have exceeded
exceeded
the credit terms.
the credit terms.
2.11 Rationale
2.11 Rationale and
and Benefit
Benefit to to the Group for Transacting with the Mandated Related Parties
2.11 The Rationale andRRPT
Proposed Benefit to the
the Group
Mandate Group
will
for
for Transacting
benefit Transacting
the Company
with
with
by
the
the Mandated
Mandated
facilitating
Related
Related
entry by TSR
Parties
Parties
Group into
The
The Proposed RRPT Mandate will benefit the Company by facilitating entry by TSR Group
Proposed RRPT Mandate will benefit the Company by facilitating entry by TSR Group into
into
transactions
transactions with the classes of Related Parties in the ordinary course of TSR Group’s
Group’s business on
transactions with the classes of Related Parties in the ordinary course of TSR Group’s business on
with the classes of Related Parties in the ordinary course of TSR business on
commercial
commercial terms, in a timely manner and will enable TSR Group to continue to carry out RRPT(s)
commercial terms,
terms, in
in aa timely
timely manner
manner and
and will
will enable
enable TSR
TSR Group
Group toto continue
continue to to carry
carry out
out RRPT(s)
RRPT(s)
necessary for TSR Group’s day-to-day operations and enhance TSR Group’s ability to pursue business
necessary
necessary for TSR Group’s
for TSR Group’s day-to-day
day-to-day operations
operations and and enhance TSR Group’s
enhance TSR Group’s ability
ability to
to pursue
pursue business
business
opportunities
opportunities which are time-sensitive in nature in a more expeditious manner.
opportunities which
which are
are time-sensitive
time-sensitive in
in nature
nature in
in aa more
more expeditious
expeditious manner.
manner.
The
The shareholders’
shareholders’ mandate
mandate for
for RRPT(s), which is to be renewed annually, will eliminate the requirement
by shareholders’
Thethe Company mandate
to make for RRPT(s),
RRPT(s),
regular
which
which is
announcements is to be
be renewed
toand renewed
convene
annually,
annually,
separate
will
will eliminate
eliminate
general meetings
the requirement
thefrom
requirement
time to
by
by the Company to make regular announcements and convene separate general meetings from time
the Company to make regular announcements and convene separate general meetings from time to
to
66 6
6
 time for the entry of the aforesaid RRPT(s). This will serve to substantially reduce expenses associated
with the convening of such meetings on an ad-hoc basis, improve administrative efficiency and allow
human resources and time to be channelled towards attaining other corporate objectives and
opportunities.
The obtaining of the Proposed RRPT Mandate and the new and renewal of the Proposed RRPT
Mandate on an annual basis would eliminate the need to convene separate general meetings from time
to time to seek shareholders’ approval as and when the potential RRPT with a Mandated Related Party
arise thereby reducing substantially administrative time and expenses in convening such meetings
without compromising the corporate objectives and/or adversely affecting the business opportunities
available to the Company and its subsidiaries.
The Proposed RRPT Mandate is intended to facilitate transactions in the normal course of business of
the Company and its subsidiaries which are transacted from time to time with the Mandated Related
Parties, provided that they are carried out at arm’s length and on the Company and its subsidiaries’
normal commercial terms and/or negotiated terms and are not prejudicial to shareholders 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.

2.12 Review Procedures for the RRPTs

As a matter of practice, TSR ensures the RRPTs are undertaken on an arm’s length basis and normal
commercial terms and on terms not more favourable to the Related Parties involved than those generally
available to the public and not detrimental to the minority shareholders of the Company.

The Group shall review the RRPTs based on the following parameters/procedures:-

(i) The review of RRPTs falls within the scope of the Audit Committee;

(ii) Records will be maintained to record all RRPTs which are/will be entered into, which will be
available for review by, among others, the auditors and Audit Committee, on a quarterly basis. Any
member of the Audit Committee may as he/she deems fit, request for additional information
pertaining to RRPTs from independent sources or advisers;

(iii) The pricing, terms and conditions of the RRPTs shall be consistent with the Group’s usual business
practice and determined with due consideration to, amongst others, the demand and supply of the
products, quality, level of service, credit terms and reliability of supply, where relevant, practical
and feasible. At least two other contemporaneous transactions with unrelated third parties for
similar products and/or services and/or quantities will be used as comparison, wherever available
or possible, to determine whether the price and terms offered to and/or by the Related Parties are
fair and reasonable and comparable to those offered to/by other unrelated third parties for the same
or substantially similar type of products and/or services and/or quantities.

In the event that quotations or comparative pricing from unrelated third parties cannot be obtained
for the proposed RRPTs, the management will rely on their usual business practices and their
market knowledge of prevailing industry norms bearing in mind the urgency and efficiency of
services to be provided or required to ensure that the RRPTs are not detrimental to the Company
and/or the Group;

(iv) The Audit Committee shall continue to review the above established procedures, as and when
required, on an annual basis with the authority to sub-delegate to individuals or committees within
the Company as they deem appropriate;

7
5
2.12 Review Procedures for the RRPTs (Cont’d)

The Group shall review the RRPTs based on the following parameters/procedures (Cont’d):-

(v) Where any Director or Persons Connected to him/ her or the Board member or Audit Committee
member has an interest (direct or indirect) in any RRPTs, he/ she will abstain from voting on any
matter relating to any decision making by the Board or the Audit Committee in respect of such
transactions;

(vi) The said interested Director shall undertake that he/ she will ensure that persons connected with
him/her abstain from voting on the resolution deliberating or approving the RRPTs at a general
meeting;

(vii) The RRPT which is below RM1.0 million in value for each transaction is subject to the approval
of any one of the Executive Directors and/ or senior management of the Company;

(viii) The RRPT which is RM1.0 million and above or 1% of any percentage ratios shall be reviewed
and approved by the Audit Committee and the Board before the transaction is entered into; and

(ix) The Audit Committee shall review all the RRPTs entered into by the Group generally on a yearly
basis but subject to the requirement as and when necessary.

2.13 Disclosure in Annual Report

Disclosure will be made in the Company’s Annual Report on the breakdown of the aggregate value of the
RRPTs entered during the financial year, amongst others, based on the following information:-

(i) The types of RRPTs made; and

(ii) The names of the Related Parties involved in each type of the RRPT and their relationship with the
Group.

2.14 Statement by Audit Committee

The Audit Committee comprises three (3) members as follows.

Mr Tan En Chong
(Chairman of Audit Committee/ Senior Independent Non-Executive Director)

Tan Sri Dato’ Seri Mohamad Noor Bin Abdul Rahim

(Member/ Independent Non-Executive Chairman)

Dato’ Ahmad Fadzli Bin Yaakob

(Member/ Independent Non-Executive Director)

The Audit Committee has seen and reviewed the guidelines and procedures set out in Section 2.12 above
and is of the view that they are sufficient to ensure that the RRPTs will be carried out at arm’s length and
on normal commercial terms which are not more favourable to the Related Parties involved than those
generally available to the public and not detrimental to the interest of the Company and its minority
shareholders.

The Audit Committee is 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 Audit Committee shall review these
procedures and processes once a year. This is to ensure that the RRPTs are not detrimental or prejudicial
to the minority shareholders of the Company.

8 8
3. Interest of Directors and Major Shareholders

The following are Interested Directors’ Shareholdings and Interested Major Shareholders in the Company
as at 1 October 2022.

3.1 INTERESTED DIRECTORS’ SHAREHOLDINGS

No. Name Direct % Indirect %

Shareholdings Shareholdings
1. Tan Sri Dato’ Lim Kang Yew 3,000,000 1.72 51,258,018* 29.38
2. Lim Dian Hoong - - 51,258,018* 29.38
3. Lim Dian Ping - - - -
4. Lim Kuan Hwang - - - -

* Deemed interest by virtue of their shareholdings in Segi Satria Sdn. Bhd.

3.2 INTERESTED MAJOR SHAREHOLDERS

No. Name Direct % Indirect %

Shareholdings Shareholdings
1. Segi Satria Sdn Bhd 51,258,018 29.38 - -
2. Tan Sri Dato’ Lim Kang Yew 3,000,000 1.72 51,258,018* 29.38
3. Lim Dian Hoong - - 51,258,018* 29.38
4. Spark Ace Sdn Bhd - - 51,258,018*^ 29.38

Note: * Deemed interest by virtue of their shareholdings in Segi Satria Sdn. Bhd.
*^ Dato’ Lim Kang Poh and Mr Lim Guan Shiun deemed interest by virtue of their shareholdings
in Spark Ace Sdn. Bhd.
3.3 STATEMENTS IN RELATION TO INTERESTED PARTIES

(a) The following interested directors by virtue of their direct and indirect interest have abstained and
will abstain at all board meetings from all deliberations and voting on the Proposed RRPTMandate:

i. Tan Sri Dato’ Lim Kang Yew

ii. Lim Dian Hoong
iii. Lim Dian Ping
iv. Lim Kuan Hwang
The aforesaid interested directors shall accordingly also abstain from voting in respect of their
direct and/or indirect shareholdings (if any) on the ordinary resolution vis-à-vis the Proposed
RRPT Mandate to be tabled at the forthcoming AGM.

(b) The following interested major shareholders will abstain from voting in respect of their direct and/or
indirect shareholdings on the ordinary resolution vis-à-vis the Proposed RRPT Mandate to be tabled
at the forthcomingAGM:
i. Segi Satria Sdn Bhd
ii. Tan Sri Dato’ Lim Kang Yew
iii. Lim Dian Hoong
iv. Spark Ace Sdn Bhd

(c) Further the said interested directors and interested major shareholders will undertake to ensure that
persons connected with them will abstain from voting in respect of their direct and/or indirect
shareholdings on the resolution pertaining to the Proposed RRPT Mandate at the AGM.
(d) Save as disclosed above, none of the other directors, major shareholders of the Company or persons
connected with them have any interest, direct or indirect in the Proposed RRPTMandate.

4. EFFECTS OF THE PROPOSAL

The Proposals are not expected to have any material impact on the share capital, substantial shareholders’
shareholdings, earnings, gearing and NA of TSR.9

5. APPROVAL REQUIRED
5
 Note: * Deemed interest by virtue of their shareholdings in Segi Satria Sdn. Bhd.
*^ Dato’ Lim Kang Poh and Mr Lim Guan Shiun deemed interest by virtue of their shareholdings
in Spark Ace Sdn. Bhd.
3.3 STATEMENTS IN RELATION TO INTERESTED PARTIES

(a) The following interested directors by virtue of their direct and indirect interest have abstained and
will abstain at all board meetings from all deliberations and voting on the Proposed RRPTMandate:

i. Tan Sri Dato’ Lim Kang Yew

ii. Lim Dian Hoong
iii. Lim Dian Ping
iv. Lim Kuan Hwang
The aforesaid interested directors shall accordingly also abstain from voting in respect of their
direct and/or indirect shareholdings (if any) on the ordinary resolution vis-à-vis the Proposed
RRPT Mandate to be tabled at the forthcoming AGM.

(b) The following interested major shareholders will abstain from voting in respect of their direct and/or
indirect shareholdings on the ordinary resolution vis-à-vis the Proposed RRPT Mandate to be tabled
at the forthcomingAGM:

i. Segi Satria Sdn Bhd

ii. Tan Sri Dato’ Lim Kang Yew
iii. Lim Dian Hoong
iv. Spark Ace Sdn Bhd

(c) Further the said interested directors and interested major shareholders will undertake to ensure that
persons connected with them will abstain from voting in respect of their direct and/or indirect
shareholdings on the resolution pertaining to the Proposed RRPT Mandate at the AGM.
(d) Save as disclosed above, none of the other directors, major shareholders of the Company or persons
connected with them have any interest, direct or indirect in the Proposed RRPTMandate.

4. EFFECTS OF THE PROPOSAL

The Proposals are not expected to have any material impact on the share capital, substantial shareholders’
shareholdings, earnings, gearing and NA of TSR.

5. APPROVAL REQUIRED

The Proposal is subject to the approval being obtained from the shareholders of the Company at the
forthcoming AGM or any adjournment thereof.

6. DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, save and except for Tan Sri Dato’ Lim Kang Yew, Lim Dian Hoong, Lim Dian Ping and Lim
Kuan Hwang who are deemed interested in the Proposed New and Renewal of Shareholders’ Mandate,
having considered all aspects of the Proposal, is of the opinion that the Proposal is in the best interest of the
Group.

Accordingly, the Board recommends that you vote in favour of the ordinary resolution pertaining to the
Proposed New and Renewal of Shareholders’ Mandate to be tabled at the forthcoming AGM or any
adjournment thereof of the Company.

10
7. ANNUAL GENERAL MEETING

The ordinary resolution pertaining to the Proposed New and Renewal of Shareholders’ Mandate for RRPTs
is set out in the notice of the 21st AGM contained in the 2022 Annual Report of the Company. The AGM
of TSR will be held at Conference Room, Level 17, Menara TSR, No. 12, Jalan PJU 7/3, Mutiara
Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 29 November 2022 at 10.00 a.m.

If you are unable to attend, participate, speak and vote in person at the AGM, you are requested to complete,
sign and return the enclosed Form of Proxy in accordance with the instructions contained therein, to be
deposited at the office of the Company’s share registrar at Insurban Corporate Services Sdn Bhd at 149
Jalan Aminuddin Baki, Taman Tun Dr Ismail 60000 Kuala Lumpur, not less than 48 hours before the
stipulated time for holding the AGM. 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.

8. FURTHER INFORMATION

Shareholders are advised to refer to the appendix set out in this Circular for further information.

Yours faithfully,
For and on behalf of the Board
TSR CAPITAL BERHAD

Mr. Tan En Chong

Senior Independent Non-Executive Director

11
 PART B

PROPOSED SHARE BUY-BACK AUTHORITY FOR THE PURCHASE OF ITS

OWN ORDINARY SHARES
 TSR
TSR CAPITAL
CAPITAL BERHAD
BERHAD
TSR CAPITAL
TSR CAPITAL
(Registration
(Registration No.:
BERHAD
BERHAD
No.: 200101005393
200101005393 (541149-W))
(541149-W))
(Incorporated
(Registration No.:
(Registration No.: in Malaysia)
200101005393
200101005393 (541149-W))
(541149-W))
(Incorporated in Malaysia)
(Incorporated in Malaysia)
(Incorporated in Malaysia)
Registered
Registered Office:
Office:
Level
Level 16,
16, Menara
Registered Office:
Registered TSR
Office:
Menara TSR
No. 12,
Level Jalan PJU 7/3
No. 12, Jalan PJU TSR
16,
Level Menara
16, Menara7/3TSR
Mutiara
No.No. Damansara
Mutiara Damansara7/37/3
12, Jalan
12, PJU
Jalan PJU
47810
MutiaraPetaling
Mutiara
47810 Jaya
Damansara
Damansara
Petaling Jaya
Selangor
47810 Darul
Petaling
47810 Ehsan
Selangor Darul Jaya
Petaling Jaya
Ehsan
Selangor Darul
Selangor Ehsan
Darul Ehsan
28 October 2022
28 October 2022
28 28
October 2022
October 2022

Board of
Board of Directors:
Directors:
Tan
BoardSri
Board Dato’
of Seri Mohamad
Directors: Mohamad Noor
of Directors:
Tan Sri Dato’ Seri Noor BinBin Abdul
Abdul Rahim
Rahim (Independent
(Independent Non-Executive
Non-Executive Chairman)
Chairman)
Tan Sri
Tan Dato’
Sri Dato’Lim
Seri Kang
Mohamad
Seri Yew
Mohamad (Deputy
NoorNoorBin Executive
BinAbdul
Tan Sri Dato’ Lim Kang Yew (Deputy Executive Chairman) AbdulRahimChairman)
Rahim(Independent
(Independent Non-Executive
Non-ExecutiveChairman)
Chairman)
Mr.
Tan Lim
Sri
Tan Dian
Dato’
Sri Dato’Hoong
Lim Kang
Lim (Executive
KangYew Yew
Mr. Lim Dian Hoong (Executive Director) Director)
(Deputy
(Deputy Executive
Executive Chairman)
Chairman)
Tengku
Mr. Lim
Mr.
Tengku Ab
Lim
Ab Hadi
Dian
Dian
Hadi Bin Tengku
Hoong
Hoong
Bin Tengku
(Executive Mustafa
(Executive Director)
Mustafa (Executive Director)
Director)
(Executive Director)
Mr. Lim
Tengku
Mr.Tengku Dian
Ab
Lim Dian HadiPing
Ab Ping Bin(Executive
Tengku
Hadi (Executive Director)
Mustafa (Executive Director)
Mustafa (Executive Director)
Bin TengkuDirector)
Mr. NgLim
Lim
Mr.Mr.
Ng Kim
Dian
Kim Keong
DianPing
KeongPing(Executive
(Executive
(Executive
(Executive Director)
Director)
Director)
Director)
Mr. Lim
Ng
Mr. Kuan
Kim
Ng Kim Hwang
Keong
Keong (Non-Independent
(Executive
(Executive
Mr. Lim Kuan Hwang (Non-Independent Director)
Director) Non-Executive Director)
Non-Executive Director)
Mr. Tan
Lim
Mr. En Chong
Kuan
Lim Kuan Hwang(Senior
Hwang Independent
(Non-Independent
(Non-Independent Non-Executive
Non-Executive
Non-Executive
Mr. Tan En Chong (Senior Independent Non-Executive Director) Director)
Director)
Director)
Dato’
Mr. Ahmad
Tan
Mr. En
Tan Fadzli
Chong
En Chong Bin
(Senior Yaakob
(Senior (Independent
Independent
Independent Non-Executive
Non-Executive
Non-Executive
Dato’ Ahmad Fadzli Bin Yaakob (Independent Non-Executive Director) Director)Director)
Director)
Dato’ Ahmad
Dato’ Ahmad Fadzli BinBin
Fadzli Yaakob
Yaakob (Independent
(Independent Non-Executive
Non-Executive Director)
Director)
To: The Shareholders of TSR Capital
To: The Shareholders of TSR Capital Berhad Berhad
To:To:
The Shareholders
The Shareholders of TSR
of TSR Capital
Capital Berhad
Berhad
Dear Sir/ Madam,
Dear Sir/ Madam,
Dear Sir/Sir/
Dear Madam,
Madam,
PROPOSED
PROPOSED SHARE SHARE BUY- BUY- BACK
BACK AUTHORITY
AUTHORITY
PROPOSED
PROPOSED SHARE
NEW BUY- BACK AUTHORITY
AND RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR RRPTS
OF A REVENUE OR TRADING NATURE
1.
1. INTRODUCTION
INTRODUCTION
1. INTRODUCTION
1. On 14
14 October
October 2022
OnINTRODUCTION 2022 the the Board
Board announced
announced that that the
the Company
Company proposes
proposes to
to undertake
undertake the
the
Proposed
On 14 Share
October Buy-Back
2022 the Authority
Board at
announced the forthcoming
that the 21st
Company
Proposed Share Buy-Back Authority at the forthcoming 21st AGM of the Company. AGM of
proposesthe
to Company.
undertakeThethe
The
Proposed
On 14 Share
October Buy-Back
2022 the Authority
Board is
at
announcedsubject
the thatto compliance
forthcoming
the 21st
Company with
AGM
Proposed Share Buy-Back Authority is subject to compliance with Section 127 of the Act Section
of
proposed the
to 127 of
Company.
seek the Act
The
shareholders’
and any
any prevailing
Proposed
andapproval Share
at the
prevailing laws,
laws, orders,
Buy-Back
forthcoming
orders, requirements,
Authority
AGM is
onsubject guidelines,
to compliance
the Proposed
requirements, RRPT
guidelines, rules and
with regulations
andSection
Mandate.
rules 127 of
regulations issued by
the Act
issued by
any
and relevant
any authorities
prevailing laws, at the
orders,time of purchase.
requirements,
any relevant authorities at the time of purchase. guidelines, rules and regulations issued by
anyFurther
relevantdetails
authorities
of the at the time are
Proposals of purchase.
set out in ensuing sections.
The
The purpose
purpose of of this
this Circular
Circular is is to
to provide
provide you you with
with the
the relevant
relevant information
information ofof the
the Proposed
Proposed
Share
The THE Buy-Back
purpose of
PURPOSE Authority
this Circular
OF and
is
THIS to
to seek
provide your
CIRCULAR youapproval
with the
IS on the
relevant
TO
Share Buy-Back Authority and to seek your approval on the ordinary resolution ordinary resolution
information
PROVIDE YOUof pertaining
theWITH
ProposedTHE
pertaining
to the
Share Proposed
Buy-Back
RELEVANT Share Buy-Back
Authority
INFORMATION and toAuthority
seek your
ON to be tabled
approval
THE at
on
PROPOSALthe forthcoming
ordinary
to the Proposed Share Buy-Back Authority to be tabled at the forthcoming AGM. The notice AND AGM.
resolution
TO The notice
pertaining
SEEK YOUR
of
to the
of the AGM
AGM together
Proposed
APPROVAL
the together ONwith
Share THE
with the
the Form
Buy-Back of
of Proxy
Authority
ORDINARY
Form is
to be
Proxy enclosed
tabled
isRESOLUTION
enclosed in
in the
at the 2022 Annual
forthcoming
the 2022 AGM.
PERTAINING
Annual Report
TheTO
Report of
of the
notice
THE
the
Company
of the AGM
PROPOSAL for the financial
together TO with
BE year
the ended
Form
TABLED
Company for the financial year ended 30 June 2022. of30 June
Proxy
AT is2022.
THEenclosed in the
FORTHCOMING 2022 Annual AGMReportORof the
ANY
Company for the financial
ADJOURNMENT year ended 30 June 2022.
THEREOF.
Further
Further details of the Proposals are
details of the Proposals are set
set out
out in
in ensuing
ensuing sections.
sections.
Further details of the Proposals
YOU ARE ADVISED TO READ AND CONSIDER are set out in ensuing sections.CAREFULLY THE CONTENTS
THE
THE OF PURPOSE
THIS CIRCULAR
PURPOSE OF
OF THIS CIRCULAR
THISTOGETHER
CIRCULARWITH IS
IS TOTOTHE PROVIDE YOU
YOU WITH
APPENDICES
PROVIDE THE
CONTAINED
WITH THE
RELEVANT
THE PURPOSE
HEREIN BEFORE
RELEVANT INFORMATION
OF
INFORMATION THIS
VOTING ON ON
CIRCULAR
ON THE THE PROPOSAL
IS
THE ORDINARY TO PROVIDE
PROPOSALRESOLUTION AND TO
YOU
AND TO SEEK SEEK
WITH
BY WAYYOUR
THEOF
YOUR
APPROVAL
RELEVANT
POLL TO ON
APPROVAL ON
GIVETHETHE
INFORMATION EFFECT ORDINARY
ORDINARY ON
TO THE THERESOLUTION
PROPOSAL
PROPOSAL TO
RESOLUTION PERTAINING
AND TO
BE TABLED
PERTAINING SEEK TO
TOAT THE
YOUR
THETHE
PROPOSAL
APPROVAL
FORTHCOMING
PROPOSAL TO
ON BE
TO THE
BE AGM TABLED
ORDINARY
TABLEDOR ANY AT THE
RESOLUTION
ATADJOURNMENT
THE FORTHCOMING
FORTHCOMING PERTAINING
THEREOF. AGM
AGM OR TO ANY
OR THE
ANY
ADJOURNMENT
PROPOSAL
ADJOURNMENT TO THEREOF.
BE TABLED AT THE FORTHCOMING AGM OR ANY
THEREOF.
ADJOURNMENT THEREOF.
YOU
YOU ARE ARE ADVISED
ADVISED TO TO READ
READ AND AND CONSIDER
CONSIDER CAREFULLY
CAREFULLY THE THE CONTENTS
CONTENTS
OF
YOU THIS
ARE CIRCULAR
ADVISED TO TOGETHER
READ
OF THIS CIRCULAR TOGETHER WITH THE APPENDICES AND WITH
CONSIDER THE APPENDICES
CAREFULLY THECONTAINED
CONTENTS
CONTAINED
HEREIN
HEREIN BEFORE VOTING ON THE ORDINARY RESOLUTION BY WAY
OF THIS BEFORE
CIRCULAR VOTING TOGETHERON THE ORDINARY
WITH THE RESOLUTION
APPENDICES BY WAY OF
CONTAINED OF
POLL
HEREIN TOBEFORE
GIVE EFFECT TO THE PROPOSAL TO BE TABLED AT THE
POLL TO GIVE EFFECT TO THE PROPOSAL TO BE TABLED WAY
VOTING ON THE ORDINARY RESOLUTION BY AT THE OF
FORTHCOMING
POLL TO GIVE AGM EFFECT OR ANY TO THE ADJOURNMENT
PROPOSAL THEREOF. TO BE TABLED AT THE
99 1
9 12
2. DETAILS OF THE PROPOSED SHARE BUY-BACK AUTHORITY

2.1 Proposed Share Buy-Back Authority

The Board is proposing to seek the shareholders’ approval to authorize the Company to
purchase its own Shares for an aggregate amount of up to ten percent (10%) of the total
number of issued shares at any point in time.

Based on the Company’s issued and paid-up share capital of RM113,299,000 comprising
174,450,000 TSR Shares. As at the LPD, the maximum number of TSR Shares which may
be purchased by the Company pursuant to the proposed share buy-back authority shall not
exceed 17,445,000 TSR Shares in aggregate. However, the actual number of TSR Shares
to be purchased and the timing of any purchase will depend on the market conditions and
sentiments of Bursa Securities, the availability of financial resources and retained profits
of our Company. In addition, the Board will ensure that the purchase of TSR Shares will
not result in the Company’s public shareholding spread falling below the minimum public
shareholding spread of twenty-five percent (25%) of the issued and paid-up share capital.

The Proposed Share Buy-Back Authority, once approved by the shareholders, shall take
effect from the passing of the ordinary resolution pertaining thereto at the forthcoming
AGM and shall continue to be in force until:

(a) the conclusion of the next AGM of the Company following the general meeting at
which such resolution is passed, at which time the authority will lapse unless renewed
by ordinary resolution, either unconditionally or subject to conditions; or

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

(c) the authority is revoked or varied by ordinary resolution passed by the shareholders
of the Company in general meeting,

whichever occurs first.

The Proposed Share Buy-Back Authority does not impose an obligation on the Company
to purchase its own Shares. Rather, it will allow the Board to exercise the power of the
Company to purchase its own Shares at any time within the abovementioned time period.

2.2 Maximum Amount of Funds to be Allocated and the Source of Funds

The Listing Requirements stipulate that the proposed purchase by a listed company of its
own shares must be made wholly out of retained profits of the listed company. Therefore,
the maximum amount of funds to be allocated for the Proposed Share Buy-Back Authority
shall not exceed the amount stated in the retained profits of the Company. Based on the
latest audited financial statements for the financial year ended 30 June 2022 of the
Company, the retained profits of TSR was RM 18,604,000.

The Proposed Share Buy-Back Authority will be funded by internally generated funds
and/or external borrowings. The amount of internally generated funds and/or external
borrowings to be utilised will only be determined later depending on, amongst others, the
availability of internally generated funds, actual number of TSR Shares to be purchased
and other relevant factors. The actual number of TSR Shares to be purchased and/or held,
and the timing of such purchases will depend on, amongst others, the market conditions
and sentiments of the stock markets as well as the retained profits and financial resources
available to the Company. In the event that the Proposed Share Buy-Back Authority is to
be partly financed by external borrowings, the Board will ensure that the Company has
sufficient funds to repay the external borrowings and that the repayment will not have a
material effect on the cash flow of the Group.

13

10
2.3 Treatment of the Purchased TSR Shares

Pursuant to Section 127(4) of the Act, where the Company has purchased the Shares, the
Board may, at their discretion, resolve: -

i) to cancel the shares so purchased;

ii) to retain the shares so purchased in treasury, which is referred to as “treasury shares”
in the Act; or
iii) to retain part of the shares so purchased as treasury shares and cancel the remainder
of the shares.

Upon each Proposed Share Buy-Back Authority, an immediate announcement will be made
to Bursa Securities in respect of the intention of the Board to either retain the Shares
purchased or cancel them or a combination of both. An immediate announcement will also
be made to Bursa Securities of any resale, transfer or cancellation of Shares so purchased.

2.4 Purchase/Resale Price

Pursuant to the Listing Requirements, the Company may only purchase TSR Shares at a
price which is not more than fifteen percent (15%) above the weighted average share price
for the five (5) Market Days immediately preceding the date of the purchase(s). The
Company may only resell the Purchased TSR Shares held as treasury shares at a price which
is:

(a) not less than the weighted average share price of TSR Shares for the five (5) Market
Days immediately prior to the resale; or

(b) at a discount of not more than 5% to the weighted average share price of TSR Shares
for the five (5) Market Days immediately prior to the resale provided that:

(i) the resale takes place no earlier than thirty (30) days from the date of the
purchase; and

(ii) the resale price is not less than the cost of purchase of the shares being resold.

The Proposed Share Buy-Back Authority and/or resale of the Purchased TSR Shares shall
only be effected on the market of Bursa Securities via its automated trading system and
shall exclude any direct business transactions as defined in accordance with the rules of
Bursa Securities. The Company shall ensure that all dealing(s) in its own Shares/Purchased
TSR Shares are made through stock broker(s) appointed by the Company.

2.5 Potential Advantages and Disadvantages of the Proposed Share Buy-Back Authority

The potential advantages of the Proposed Share Buy-Back Authority are as follows:

(a) The Proposed Share Buy-Back Authority would enable the Company to utilise its
financial resources more efficiently especially where there is no immediate use and it
may strengthen the consolidated EPS of the Group.

(b) The Proposed Share Buy-Back Authority will also provide the Company with
opportunities for potential gains if the Purchased TSR Shares which are retained as
treasury shares are resold at prices higher than their cost of purchase.

(c) In any event, the treasury shares may also be distributed as share dividends to the
shareholders as a reward.

(d) The Proposed Share Buy-Back Authority may also stabilise the supply and demand
of TSR Shares traded on Bursa Securities and reduce the volatility of the share prices.
The stability of TSR Shares price is important to maintain investors’ confidence and
may also assist in facilitating future fund raising via the equity market.

11 14
 The potential disadvantages of the Proposed Share Buy-Back Authority are as follows:

(a) The Proposed Share Buy-Back Authority if implemented is expected to temporarily

reduce the immediate financial resources of TSR Group.

(b) The Proposed Share Buy-Back Authority may also result in the Group foregoing
better investment opportunities which may emerge in the future and/or any income
that may be derived from other alternative uses of such funds such as deposit in
interest bearing instruments.

(c) The Proposed Share Buy-Back Authority may also reduce the amount of resources
available for distribution to the shareholders of the Company in the form of dividends
as funds are utilised to purchase its own Shares

Nevertheless, the Proposed Share Buy-Back Authority is not expected to have any potential
material disadvantages to the Company and its shareholders, as it will be implemented only
after careful consideration of the financial resources of the Group and its resultant impact.
The Board is mindful of the interest of the Company and the shareholders and will be
prudent with respect to the above exercise.

2.6 Public Shareholding Spread

Pursuant to the Listing Requirements, the Proposed Share Buy-Back Authority will be
carried out in accordance with the prevailing laws at the time of the purchase including
compliance of twenty-five (25%) public spread. Based on the Company’s Record of
Depositors as at LPD, the public spread of the Company was 50.61%. The Board will
endeavor to ensure that the Company complies with the public spread requirements and
shall not buy back the Company’s own shares if the purchase would result in the public
spread requirements not being met.

2.7 Implication Relating to the Code

Pursuant to Rule 4 of the Code, a person and any parties acting in concert with him will be
required to make a mandatory offer for the remaining TSR Shares not already owned by
him/her/them if his/her/their stake in the Company is increased to beyond 33% or if
his/her/their shareholdings is between 33% and 50% and increases by another 2% in any
six (6) months period.

However, an exemption from mandatory offer obligation may be granted by the SC under
the Code subject to the parties acting in concern complying with the conditions stipulated
in the Code.

The Company intends to implement the Proposed Share Buy-Back Authority in the manner
that will not result in any of the shareholders having to undertake a mandatory offer
pursuant to the Code. In this respect, the Board will be mindful of the requirements of the
Code when implementing the Proposed Share Buy-Back Authority.

2.8 Purchase, Resale and Cancellation of Shares Made in Previous Twelve (12) Months

There were no purchase, resale, transfer or cancellation of shares made by TSR in the
previous twelve (12) months preceding the date of this Circular.

3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK AUTHORITY

The implementation of the Proposed Share Buy-Back Authority is envisaged to benefit the
Company and its shareholders as follows:

(i) the Company is able to utilise its surplus financial resources more efficiently. If
implemented, this may help to stabilise the supply and demand of the TSR Shares
traded on Bursa Securities and thereby support its fundamental value;

12 15
 (ii) the EPS of TSR Shares and the return on equity of the Company is expected to
improve as a result of a reduced share capital base;

(iii) the Purchased TSR Shares retained as treasury shares provide the Board with an
option to resell the treasury shares at a higher price and generate capital gains for the
Company;

(iv) the Purchased TSR Shares retained as treasury shares can be distributed as share
dividends to the shareholders as a reward; and

(v) the financial resources of the Company will increase if the Purchased TSR Shares
held as treasury shares are resold at prices higher than the purchase price.

4. MATERIAL FINANCIAL EFFECTS OF THE PROPOSED TSR MANDATE

4.1. Share Capital

It is the intention of the Company to retain the Purchased Shares as Treasury Shares. Hence,
it will not have any effect on the total issued and paid-up share capital of TSR. However,
the rights attached to the Purchased Shares will be suspended as long as they are retained
as Treasury Shares.

4.2. NA
The effect of the Share Buy-Back on the consolidated NA of the Group will depend on the
purchase price and the number of Shares purchased and the treatment of the Purchased
Shares. In the event that the resale price is higher than the purchase price, there will be an
increase in the consolidated NA, and vice versa.

If the Treasury Shares are distributed as share dividends, the consolidated NA would
decrease by any associated costs incurred in the distribution of the Treasury Shares.

4.3. Working Capital

The Share Buy-Back is likely to reduce the working capital of the Group, the quantum of
which will depend on the actual number of TSR Shares purchased and the price paid and
any associated costs incurred for the purchase of the Shares. In the event that the Treasury
Shares are subsequently resold on Bursa Securities, the working capital of the Group will
increase upon the receipt of the proceeds of the resale.

4.4. EPS
The effect of the Share Buy-Back on the EPS of the Group will depend on the actual
purchase price of TSR Shares, the number of Shares purchased and any effective funding
cost of the purchase, if applicable, or any loss of interest income to the Company resulting
from funds used for the Share Buy-Back.

Generally, all else being equal, the Share Buy-Back will have a positive impact on the EPS
of the Group as the Purchased Shares, whether cancelled or retained as treasury shares, will
effectively reduce the total share capital used for the computation of EPS.

In the event that the Treasury Shares are subsequently resold on Bursa Securities, the EPS
will increase if the purchase price and associated costs incurred are less than the actual
selling price of the Treasury Shares, and vice versa.

4.5. Dividends
The Share Buy-Back may have an impact on the Company’s dividend pay-out as it may
reduce the cash available, which could otherwise be used for the dividend payment.
Nonetheless, if the Purchased Shares are retained as treasury shares, the dividend rate will
also be increased with the suspension of the rights attaching to the Treasury Shares as to
dividend entitlement. Moreover, the Treasury Shares so purchased may be distributed as
share dividends to shareholders of the Company if the Board so decides.

13

16
4.6. Shareholdings of Directors, Major Shareholders and persons connected to them
4.6.
4.6.4.6. Shareholdings
Shareholdings
Shareholdings
of of
Directors,
of
Directors,
Directors,
Major
Major
Major
Shareholders
Shareholders
Shareholders
and
andpersons
and
persons
persons
connected
connected
connected
to to
them
to
them
them
The effect of the Share Buy-Back on the shareholdings of the Directors and Major Shareholders as at Latest
The
Theeffect
Theeffect
effect
of of
theof
the
Share
the
Share
Share
Buy-Back
Buy-Back
Buy-Back
onontheon
the
shareholdings
the
shareholdings
shareholdings
of of
theof
the
Directors
the
Directors
Directors
andandMajor
and
Major
Major
Shareholders
Shareholders
Shareholders
as as
at as
at
Latest
Latest
at Latest
Practicable Date, are set out as follows:
Practicable
Practicable
Practicable
Date,
Date,
Date,
areare
setare
set
out
set
out
asout
as
follows:
follows:
as follows:
as at Latest Practicable Date After
as as
at as
Latest
at at Latest
Practicable
Latest Practicable
Practicable Date Date
Date After After
After
share buy-
share share
buy-
share buy-buy-
back of
back back
of of of
back
maximum
maximum
maximum
maximum
10%
10% 10%
10%
Direct Indirect Total Shares are
Direct
No.Direct
ofDirect Indirect
Indirect
No. Indirect
of No. of shares Total Total
Total
%* Shares
Shares
Shares
areareare
cancelled/retained
No.No.
of
shares No.
of of shares
No.No.
of
No.
of of No.No.
of
No.
of
shares
of
shares
shares %*%*%* cancelled/retained
cancelled/retained
cancelled/retained
shares
shares
shares shares
shares
shares %#
%#%#%#
Directors
Directors
Directors
Directors 3,000,000 51,258,0181 54,258,018 31.10 34.56
Tan Sri Dato’ Lim Kang Yew 3,000,000 3,000,000
3,000,00051,258,018 1 1 1 54,258,018
51,258,018
51,258,018 54,258,018
54,258,018 31.10
31.10
31.10 34.56
34.5634.56
TanTan
Sri
Tan
Sri
Dato’
Sri
Dato’
Dato’
LimLim
Kang
Lim
KangKang
YewYewYew
Lim Dian Hoong - 51,258,0181 51,258,018 29.38 32.65
LimLimDian
LimDian
Dian
Hoong
Hoong
Hoong - - -51,258,018 1 1 1 51,258,018
51,258,018
51,258,018 51,258,018
51,258,018 29.38
29.38
29.38 32.65
32.6532.65
Lim Dian Ping - - - - -
LimLimDian
LimDian
Dian
PingPing
Ping - - - - - - - - - - - - - - -
Lim Kuan Hwang - - - - -
LimLim
Kuan
Lim
Kuan
Kuan
Hwang
Hwang
Hwang - - - - - - - - - - - - - - -
Major Shareholders
Major
Major
Major
Shareholders
Shareholders
Shareholders 51,258,01 - 51,258,018 29.38 32.65
Segi Satria Sdn. Bhd. 51,258,01
51,258,01
51,258,01 - - - 51,258,018
51,258,018
51,258,018 29.38
29.38
29.38 32.65
32.6532.65
Segi
Segi
Satria
Segi
Satria
Satria
Sdn.Sdn.
Sdn.
Bhd.
Bhd.
Bhd. 8
8 8 8
Tan Sri Dato’ Lim Kang Yew 3,000,000 51,258,0181 51,258,018 31.10 34.56
TanTan
Sri
Tan
Sri
Dato’
Sri
Dato’
Dato’
LimLim
Kang
Lim
KangKang
YewYewYew
3,000,000
3,000,000
3,000,00051,258,018 1 1 1 51,258,018
51,258,018
51,258,018 51,258,018
51,258,018 31.10
31.10
31.10 34.56
34.5634.56
Lim Dian Hoong - 51,258,0181 51,258,018 29.38 32.65
LimLimDian
LimDian
Dian
Hoong
Hoong
Hoong - - -51,258,018 1 1 1 51,258,018
51,258,018
51,258,018 51,258,018
51,258,018 29.38
29.38
29.38 32.65
32.6532.65
Spark Ace Sdn Bhd2 - 51,258,0182 51,258,018 29.38 32.65
Spark
Spark
Spark
AceAceSdn
AceSdn
Bhd
Sdn 2Bhd
Bhd 2 2 - - -51,258,018 2 2 2 51,258,018
51,258,018
51,258,018 51,258,018
51,258,018 29.38
29.38
29.38 32.65
32.6532.65
Notes:
Notes:
Notes:
Notes:
* Based on share capital of 174,450,000
* *Based
* Based
Based ononshare
on share
sharecapitalcapital
capitalof of
174,450,000
of 174,450,000
174,450,000
# Based on share capital of 157,005,000
# #Based
# Based
Based ononshare
on share
sharecapitalcapital
capitalof 157,005,000
of 157,005,000
of 157,005,000
1. Deemed interest by virtue of their shareholdings in Segi Satria Sdn. Bhd.
Deemed
1. 1. Deemed
1. Deemed
interest
interest
interest
bybyvirtue
by
virtue
virtue
of of
their
of
their
their
shareholdings
shareholdings
shareholdings
in in
Segi
Segi
in Satria
Segi
Satria
Satria
Sdn.
Sdn.
Bhd.
Sdn.
Bhd.Bhd.
2. Dato’ Lim Kang Poh and Mr Lim Guan Shiun deemed interest by virtue of their shareholdings in Spark Ace
Dato’
2. 2. Dato’
2. Dato’
Sdn. Bhd. LimLimKang
LimKangKang
PohPohand
Poh
and
Mr
andMrLim
Mr
LimGuan
Lim
Guan
Guan
Shiun
Shiun
Shiun
deemed
deemed
deemed
interest
interest
interest
by by
virtue
by
virtue
virtue
of of
their
of
their
their
shareholdings
shareholdings
shareholdings
in in
Spark
Spark
in Spark
Ace
AceAce
Sdn.Sdn.Bhd.
Sdn.
Bhd.Bhd.
Save as disclosed above, none of the other Directors, Major Shareholders or persons connected to them have
Save
SaveSave
as asdisclosed
as
disclosed
disclosed
above,
above,
above,
none
none
none
of of
theof
the
other
the
other
other
Directors,
Directors,
Directors,
Major
Major
Major
Shareholders
Shareholders
Shareholders
or or
persons
or
persons
persons
connected
connected
connected
to to
them
them
to them
have
have
have
any interest, direct or indirect, in the Share Buy-Back.
anyanyinterest,
anyinterest,
interest,
direct
direct
direct
or or
indirect,
or
indirect,
indirect,
in in
thethe
inShare
the
Share
Share
Buy-Back.
Buy-Back.
Buy-Back.

5. HISTORICAL SHARE PRICES

5. 5. 5. HISTORICAL
HISTORICAL SHARE
HISTORICAL
SHARE PRICES
SHARE
PRICES
PRICES
The details of the highest and lowest prices of TSR shares traded on the Bursa Securities
forThe
The the details
details
The
past of of
details
12 thethe
of
monthshighest
highest
the are as and
highest
and lowest
lowest
and lowest
follows: prices
prices of of
prices
TSRTSR
of shares
TSR
shares traded
shares
traded onon
traded the
theon Bursa
Bursa
the Securities
Bursa
Securities
Securities
forfor
thethe
for past
past
the 12 12
past months
months
12 areare
months as
asare follows:
follows:
as follows:
Month Highest Lowest
Month
Month
Month Highest
Highest
Highest Lowest
Lowest
Lowest
(RM) (RM)
(RM)
(RM)
(RM) (RM)
(RM)
(RM)
October 2021 0.270 0.230
October
October
October
November 2021
2021
2021
2021 0.270
0.2350.270
0.270 0.230
0.1950.230
0.230
November
December 2021 2021
November
November
2021
2021 0.235
0.235
0.2150.235 0.195
0.195
0.1950.195
December
December
December
January 2021
2022 2021
2021 0.215
0.2400.215
0.215 0.195
0.1950.195
0.195
January
January
January
2022
2022
February 2022 2022 0.240
0.240
0.2150.240 0.195
0.195
0.1950.195
February
February
MarchFebruary
2022
2022 2022
2022 0.215
0.2050.215
0.215 0.195
0.1900.195
0.195
March
March
March
2022
April 20222022
2022 0.205
0.205
0.2250.205 0.190
0.190
0.2000.190
April
April
May April
2022
2022
2022 2022 0.225
0.2150.225
0.225 0.200
0.2000.200
0.200
May
MayMay
2022
2022
June 2022 2022 0.215
0.215
0.2050.215 0.200
0.200
0.1850.200
June
June
July June
2022
2022
2022 2022 0.205
0.2100.205
0.205 0.185
0.1700.185
0.185
July
July
2022
July
2022
2022
August 2022 0.210
0.210
0.2100.210 0.170
0.170
0.1650.170
August
August
August
2022
September 2022
2022
2022 0.210
0.2000.210
0.210 0.165
0.1800.165
0.165
September
September
September
2022
2022
2022 0.200
0.200
0.200 0.180
0.180
0.180
(Source: www.bursamalaysia.com)
(Source:
(Source:
The (Source:
last www.bursamalaysia.com)
www.bursamalaysia.com)
www.bursamalaysia.com)
transacted price on 3 October 2022 was RM0.18.
The
The
last
The
last
transacted
last
transacted
transacted
price
price
price
onon3 October
on
3 October
3 October
2022
2022
2022
was
wasRM0.18.
was
RM0.18.
RM0.18.
17

15
151515
 6. APPROVALS REQUIRED

The Proposed Share Buy-Back Authority is conditional upon the approval of the
shareholders of the Company being obtained at the forthcoming AGM to be convened.

7. DIRECTORS’ RECOMMENDATION

The Board after having considered all aspects of the Proposed Share Buy-Back Authority
is of the opinion that the Proposed Share Buy-Back Authority is fair, reasonable and in the
best interests of the Company and accordingly recommended that the shareholders of the
Company to vote in favour of the ordinary resolution for the Proposed Share Buy-Back
Authority to be tabled at the forthcoming AGM.

8. ANNUAL GENERAL MEETING

The ordinary resolution pertaining to the Proposed Share Buy-Back Authority is set out in the
notice of the 21st AGM contained in the 2022 Annual Report of the Company. The AGM of TSR
will be held at Conference Room, Level 17, Menara TSR, No. 12, Jalan PJU 7/3, Mutiara
Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 29 November 2022 at 10.00
a.m.

If you are unable to attend, participate, speak and vote in person at the AGM, you are requested
to complete, sign and return the enclosed Form of Proxy in accordance with the instructions
contained therein, to be deposited at the office of the Company’s share registrar at Insurban
Corporate Services Sdn Bhd at 149 Jalan Aminuddin Baki, Taman Tun Dr Ismail 60000 Kuala
Lumpur, not less than 48 hours before the stipulated time for holding the AGM. 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.

9. FURTHER INFORMATION

Shareholders are advised to refer to the appendix set out in this Circular for further information.

Yours faithfully,
For and on behalf of the Board
TSR CAPITAL BERHAD

Mr. Tan En Chong

Senior Independent Non-Executive Director

18
17
 APPENDIX
FURTHER INFORMATION

11. DIRECTORS’ RESPONSIBILITY STATEMENT

.
This Circular has been seen and approved by the Board and they collectively and individually accept full
responsibility for the accuracy and completeness of the information given and confirm that after making all
reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which
would make any statement herein misleading.

22. MATERIAL LITIGATION

.
Save as disclosed below, neither the Company nor its subsidiaries are involved in any material litigation, claims,
or arbitration, either as plaintiff or defendant, and the Board has no knowledge of any proceedings pending or
threatened against the Group or any facts which are likely to give rise to any proceedings, which may materially
and adversely affect the business or financial position of the Group.

a) Josu Engineering Construction Sdn Bhd ("Plaintiff") against TSR Bina Sdn Bhd ("Defendant")

The Plaintiff had commenced an action against the Defendant for unlawful termination of the letter of award
in respect of subcontract for building works for the Construction of Fisheries Research Centre in Jelebu,
Negeri Sembilan. On 6 February 2007, the Plaintiff obtained a judgement in default against the Defendant.
The Plaintiff had on 30 August 2012 filed a notice of appointment for assessment of damages after the
Defendant lost various appeals and applications to set aside the judgement in default. The Plaintiff is claiming
a sum of approximately RM6 million being the damages against the Defendant.

The matter is now under the stage of assessment proceedings. The Court has fixed the continuation of the
hearing on 15 to 17 February 2023.

b) Hiform (M) Sdn Bhd ("Claimant" or "HSB") against TSR Bina Sdn Bhd ("Respondent" or “TSRB”)

On 25 February 2019, TSRB terminated the sub-contract works awarded to HSB in respect of subcontract for
reinforce concrete works for the Construction and Completion of Public Residential in Putrajaya. Disputes
arose between the parties and the Claimant commenced adjudication proceedings under Construction Industry
Payment and Adjudication Act 2012 ("CIPAA"). The Respondent had received one payment claim under
Section 5 of the CIPAA from its sub-contractor, the Claimant for a total amount of RM7,752,592.89 ("CIPAA
Payment Claim").

The Adjudicator had given an adjudication decision ("Adjudication Decision"), allowing the Claimant among
others the sum of RM7,435,044.98 with interests and costs.

The Respondent had filed an application to set aside the Adjudication Decision and/or have the said
Adjudication Decision stayed pending the hearing, disposal and/or final determination of this application,
pursuant to Section 15 and 16 of the CIPAA at the High Court ("Applications"). On 29 November 2019, the
Court had dismissed TSRB's application to set aside and stay application and had allowed HSB's application
to enforce the Adjudication Decision.

Thereafter, TSRB filed application of stay pending appeal at Court of Appeal. On 19 December 2019, the
Court has granted an interim stay to TSRB pending full hearing. On 28 February 2020, the Court has granted
TSRB stay of proceedings until disposal of decision by the Court of Appeal on TSRB's appeal on the dismissal
of set aside application by High Court of Kuala Lumpur (“Appeal”). The Court has presently fixed the hearing
date for the Appeal on 25 November 2022.

As it is also a term under the Letter of Award awarding the HSB the said sub-contract, that any dispute arising
in connection to the sub-contract shall be referred to and finally resolved by arbitration. TSRB has commenced
arbitration proceedings against HSB. Asian International Arbitration Centre had appointed the sole arbitrator
("Arbitrator") for the case. TSRB had on 24th January 2020 served its Statement of Claim to HSB. HSB had
vide its solicitor served its Statement of Defence and counterclaim on 27 May 2020.

The hearing of the arbitration proceedings commenced on 14 March 2022 and continued thereafter on 24 June
2022, 30 June 2022, 8 July 2022 and 2 September 2022. The matters has been fixed for continuance of hearing
on 6 and 7 January 2023, and 9 January 2023.
19
 16

APPENDIX
FURTHER INFORMATION (CON’D)

MATERIAL LITIGATION (CON’D)

c) TSR Bina Sdn Bhd ("Claimant") against Syarikat Pembenaan Yeoh Tiong Lay Sdn Bhd ("Respondent" or
"SPYTL")

The Claimant had on 14 January 2019 accepted the Letter of Award ("LOA") issued by Respondent in respect
of the subcontract work for civil works for Electrified Double Track from Gemas to Johor Bahru. The Claimant
had commenced arbitration proceedings against the Respondent for unlawful termination of the LOA.

The Claimant is claiming for, among others, declaration, order and a total claim at or about RM35 million only
and interests of 5% per annum on all sum awarded from the date of the award to date of realisation, cost of the
arbitration proceedings, the arbitrator's fees and expenses and such further relief and/or order as the Arbitrator
deemed just and fit. In the Respondent's response to the Claimant's notice of arbitration, the Respondent had
made a counter-claim with a claim sum at or about RM22 million.

Director of Asian International Arbitration Centre has appointed the presiding arbitrator. TSRB had on 31
January 2020 served its Statement of Claim to SPYTL.

The hearing was held between 9th and 13th May 2022, 17th and 20th May 2022, 24th and 27th May 2022. The
matter is fixed for continued hearing between 4th and 7th October 2022, 5th and 6th January 2023, 9th and 12th
January 2023, and 16th to 17th January 2023.

3.3 MATERIAL CONTRACTS

.
Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of
business) which have been entered into by the Group during the past 2 years immediately preceding the date of this
Circular.

(a) On 17 June 2022, TSR Ocean Park Sdn Bhd, a wholly-owned subsidiary of the Company has entered into a
conditional sale and purchase agreement with Gerbang Alaf Restaurants Sdn Bhd for the disposal of part of
lands measuring approximately 36,617 square feet held under HSD 38489 PT 823 and HSD 38604 PT 818,
Bandar Port Dickson, Daerah Port Dickson, Negeri Sembilan together with a McDonald’s restaurant erected
thereon for a total disposal consideration of RM6,000,000 .

(b) On 3 October 2022, TSR Ocean Park Sdn Bhd, a wholly-owned subsidiary of the Company has entered into a
conditional sale and purchase agreement with NTS Development Sdn Bhd for the disposal of one single storey
commercial building erected thereon on all that pieces of leasehold lands held under individual titles PN49063, No. Lot
20096 measuring approximately 7,374 square metres in area and H.S. (D) 38603 PT 817 measuring approximately
14,760 square metres in area both in Bandar Port Dickson, Daerah Port Dickson, Negeri Sembilan (“Property”) for a
total disposal consideration of RM23,800,000.

17

20
 16

APPENDIX
FURTHER INFORMATION (CON’D)

MATERIAL
4. LITIGATION
DOCUMENTS (CON’D)
FOR INSPECTION

c)TheTSR Bina Sdn

following Bhd ("Claimant")
documents are availableagainst Syarikatduring
for inspection Pembenaan
normalYeoh Tiong
business Lay(except
hours Sdn Bhd ("Respondent"
public holidays) at or
the
"SPYTL")
Registered Office of the Company located at Level 16, Menara TSR, No. 12, Jalan PJU 7/3, Mutiara Damansara,
47810 Petaling Jaya, Selangor Darul Ehsan from the date of this Circular up to and including the date of the
forthcoming AGM:-
The Claimant had on 14 January 2019 accepted the Letter of Award ("LOA") issued by Respondent in respect
of the subcontract work for civil works for Electrified Double Track from Gemas to Johor Bahru. The Claimant
(a)had the Constitution
commenced of the Company;
arbitration proceedings against the Respondent for unlawful termination of the LOA.

The the
(b) Audited
Claimant is Financial Statements
claiming for, of TSRdeclaration,
among others, for the past order
two (2)
andFYE 2021
a total andat2022;
claim or about RM35 million only
and interests of 5% per annum on all sum awarded from the date of the award to date of realisation, cost of the
Tenancyproceedings,
(c)arbitration Agreement(s)thebetween TSRB
arbitrator's feesand
andUMSB;
expenses and such further relief and/or order as the Arbitrator
deemed just and fit. In the Respondent's response to the Claimant's notice of arbitration, the Respondent had
(d) Tenancy Agreement(s) between TSRB and LSCSB;
made a counter-claim with a claim sum at or about RM22 million.
(e) the relevant cause paper in respect of the material litigation; and
Director of Asian International Arbitration Centre has appointed the presiding arbitrator. TSRB had on 31
(f)January 2020Contracts.
Material served its Statement of Claim to SPYTL.

The hearing was held between 9th and 13th May 2022, 17th and 20th May 2022, 24th and 27th May 2022. The
matter is fixed for continued hearing
[The restbetween 4th and
of this page 7th October 2022,
is intentionally left 5th and 6th January 2023, 9th and 12th
January 2023, and 16th to 17th January 2023. blank]

3.3 MATERIAL CONTRACTS

.
Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of
business) which have been entered into by the Group during the past 2 years immediately preceding the date of this
Circular.

(a) On 17 June 2022, TSR Ocean Park Sdn Bhd, a wholly-owned subsidiary of the Company has entered into a
conditional sale and purchase agreement with Gerbang Alaf Restaurants Sdn Bhd for the disposal of part of
lands measuring approximately 36,617 square feet held under HSD 38489 PT 823 and HSD 38604 PT 818,
Bandar Port Dickson, Daerah Port Dickson, Negeri Sembilan together with a McDonald’s restaurant erected
thereon for a total disposal consideration of RM6,000,000 .

(b) On 3 October 2022, TSR Ocean Park Sdn Bhd, a wholly-owned subsidiary of the Company has entered into a
conditional sale and purchase agreement with NTS Development Sdn Bhd for the disposal of one single storey
commercial building erected thereon on all that pieces of leasehold lands held under individual titles PN49063, No. Lot
20096 measuring approximately 7,374 square metres in area and H.S. (D) 38603 PT 817 measuring approximately
14,760 square metres in area both in Bandar Port Dickson, Daerah Port Dickson, Negeri Sembilan (“Property”) for a
total disposal consideration of RM23,800,000.

17

21