Parkwood : PARKWD-Circular to Shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Bursa Malaysia Securities Berhad ("Bursa Securities") has only perused this Circular in respect of the new shareholders' mandate for recurrent related party transactions on a limited review basis pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

PARKWOOD HOLDINGS BERHAD

[Registration No. 196901000692 (9118-M)]

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED NEW

SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS

OF A REVENUE OR TRADING IN NATURE

("PROPOSED NEW SHAREHOLDERS' MANDATE")

The above proposal will be tabled as Special Business at the Fifty-Second Annual General Meeting ("AGM") of Parkwood Holdings Berhad ("Parkwood" or "the Company") to be held at Level 3, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur on Wednesday, 14 June 2023 at 11.00 a.m. The Notice of Fifty-Second AGM, Form of Proxy and other relevant AGM documents are available on the Company's website at https://parkwood.my.

The Form of Proxy must be completed and lodged with the Company's Share Registrar, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the AGM if you are unable to attend the AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the AGM should you subsequently wish to do so.

Last date and time of lodging the Form of Proxy Date and time of the AGM

• Monday, 12 June 2023 at 11.00 a.m.
• Wednesday, 14 June 2023 at 11.00 a.m.

This Circular is dated 16 May 2023

DEFINITIONS

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

Act	: The Malaysian Companies Act, 2016 as amended from time to time and any re-enactment thereof.
AGM	:	Annual General Meeting
Board	: The Board of Directors of Parkwood
Bursa Securities	: Bursa Malaysia Securities Berhad
Code	: Malaysian Code on Take-Overs and Mergers 1998, as amended from time to time.
Director(s)	: Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 for the
		purposes of the Proposed New Shareholders' Mandate and includes any person who is or was
		within the preceding six (6) months of the date on which the terms of transactions were agreed
		upon, a Director of Parkwood, or any other company which is its subsidiary or holding company
		or a Chief Executive Officer of Parkwood, its subsidiary or holding company.
EPS	:	Earnings per share
Listing Requirements	: The Main Market Listing Requirements of Bursa Securities, including any amendments that may
		be made from time to time.
Market Day	: Any day when Bursa Securities is open for trading of securities.
Parkwood or the Company	: Parkwood Holdings Berhad (Registration No. 196901000692 (9118-M))
Parkwood Group or Group	:	Parkwood and its subsidiaries, as defined in Section 4 of the Act.
Major Shareholder(s)	: A person who has an interest or interests in one or more voting shares in the Company and the
		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,
		and includes a person who is or was within the preceding 6 months of the date on which the terms
		of the transaction were agreed upon, a major shareholder of Parkwood or any other company
		which is its subsidiary or holding company.
NA	:	Net assets
Person(s) Connected	: Such person, in relation to the Director or Major Shareholder, who falls under any one of the
		following categories:
		(a)	A family member of the Director or Major Shareholder;
		(b)	A trustee of a trust (other than a trustee for an employee share scheme or pension scheme)
			under which the Director, Major Shareholder or a family member of the Director or Major
			Shareholder is the sole beneficiary;
		(c)	A partner of the Director, Major Shareholder or a partner of a person connected with that
			Director or Major Shareholder;
		(d)	A person who is accustomed or under an obligation, whether formal or informal, to act in
			accordance with the directions, instructions or wishes of the Director or Major Shareholder;
		(e)	A person in accordance with whose directions, instructions or wishes the Director or Major
			Shareholder is accustomed or is under an obligation, whether formal or informal, to act;
		(f)	A body corporate or its directors which/ who is/ are accustomed or under an obligation,
			whether formal or informal, to act in accordance with the directions, instructions or wishes
			of the Director or Major Shareholder;
		(g)	A body corporate or its directors whose directions, instructions or wishes the Director or
			Major Shareholder is accustomed or is under an obligation, whether formal or informal, to
			act;
		(h)	A body corporate in which the Director or Major Shareholder and/or persons connected
			with him are entitled to exercise, or control the exercise of, not less than 20% of the votes
			attached to voting shares in the body corporate; or
		(i)	A body corporate which is a related corporation.

Family member means such person who falls within any one of the following categories:

1. spouse;
2. parent;
3. child including an adopted child and step child
4. brother or sister; and
5. spouse of the person referred to in (iii) and (iv) above.
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DEFINITIONS (Cont'd)

Proposed New Shareholders'	: Proposed new shareholders' mandate to enter into Recurrent Related Party Transaction during
Mandate	the mandate period as set out in Section 2.4 of this Circular.
Recurrent Related Party	: Related party transactions involving recurrent transactions of revenue or trading nature which are
Transaction or RRPT	necessary for the Group's day-to-day operations and are in the ordinary course of business of
	the Group.
Related Party(ies)	: Director(s), major shareholder(s) or person(s) connected with such director(s) or major
	shareholder(s) as defined in Paragraph 1.01 of the Listing Requirements.
Related Party Transactions	: Transactions entered into by Parkwood or its subsidiaries which involves the interest, direct or
	indirect, of a Related Party(ies).
RM and sen	: Ringgit Malaysia and sen respectively
Share(s) or Parkwood Share(s)	: Ordinary share(s) in Parkwood
Substantial Shareholders(s)	: A person who has an interest or interests in one or more voting shares in the Company and the
	nominal amount of the share, or the aggregate of the nominal amount of these shares, is no less
	than 5 % of the aggregate of the nominal amounts of all voting shares in the Company.
Treasury Shares	: The Purchased Shares which are retained by the Company and shall have the meaning given in
	Section 127(4)(b) of the Act
Annual Report 2022	: Annual Report of Parkwood issued for the financial year ended 31 December 2022.

Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa.

Reference to persons shall include a corporation, unless otherwise specified.

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

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TABLE OF CONTENTS

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED NEW SHAREHOLDERS' MANDATE

			PAGE
1.	INTRODUCTION	5
2.	DETAILS OF THE PROPOSED NEW SHAREHOLDERS' MANDATE	6-8
	2.1	Paragraph 10.09, Part E of Chapter 10 of the Listing Requirements
	2.2	Validity of the Proposed New Shareholders' Mandates
	2.3	Principal Activities of Parkwood Group
	2.4	Class and nature of RRPT and Estimated Values
	2.5	Outstanding amount due under the RRPT
	2.6	Guidelines and review procedures in relation to RRPT
	2.7	Statement by the Audit and Risk Management Committee ("ARMC")
3.	RATIONALE OF THE PROPOSED NEW SHAREHOLDERS' MANDATE	8
4.	FINANCIAL EFFECTS OF THE PROPOSED NEW SHAREHOLDERS' MANDATE	8
5.	APPROVAL REQUIRED FOR THE PROPOSED NEW SHAREHOLDERS' MANDATE	8
6.	INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS	9
7.	DIRECTORS' STATEMENT AND RECOMMENDATION	9
8.	FIFTY-SECOND ANNUAL GENERAL MEETING	9
9.	FURTHER INFORMATION	9
APPENDIX I - Further Information	10
APPENDIX II - Extract of the Notice of the Fifty-Second AGM	11

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PARKWOOD HOLDINGS BERHAD

[Registration No. 196901000692 (9118-M)]

(Incorporated in Malaysia)

Registered Office:

Level 3, Menara LGB

No. 1, Jalan Wan Kadir

Taman Tun Dr. Ismail

60000 Kuala Lumpur

W.P. Kuala Lumpur

Date: 16 May 2023

The Board of Directors:
Dato' Ghazali Bin Mat Ariff	(Independent Non-Executive Chairman)
Dato' Lim Yew Boon	(Executive Director)
Mr. Lim Chin Sean	(Executive Director)
Datuk Hew Lee Lam Sang	(Independent Non-Executive Director)
Tuan Haji Bin Mustapha	(Independent Non-Executive Director)
Ms. Irene Kam Sok Khuan	(Independent Non-Executive Director)
To : The Shareholders of Parkwood Holdings Berhad
Dear Sir/Madam,

PROPOSED NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING IN NATURE ("PROPOSED NEW SHAREHOLDERS' MANDATE")

1. INTRODUCTION

The Board of Directors had on 15 May 2023 announced the Company's intention to seek the approval of its shareholders for the proposed new shareholders' mandate for RRPT ("Proposed New Shareholders' Mandate") as set out in Section 2.4 of this Circular to Shareholders dated 16 May 2023 at the forthcoming Fifty-Second AGM.

The purpose of this Circular is to provide you with the details of the Proposed New Shareholders' Mandate and to seek your approval for the ordinary resolution pertaining to the Proposed New Shareholders' Mandate to be tabled at the forthcoming Fifty- Second AGM.

The Notice of Fifty-Second AGM, Form of Proxy and other relevant AGM documents are available on the Company's website at https://parkwood.my.

SHAREHOLDERS ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSAL TO BE TABLED AT THE FORTHCOMING FIFTY-SECOND AGM.

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