YNH Property : YNHP - Statement/Circular to Shareholders

THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the course of action to be taken, you should consult your Stockbroker, Bank Manager, Solicitor, Accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad (" Bursa Securities") has perused the contents of this Circular in repect of the Proposed New Shareholders' Mandate for Recurrent Related Party Transcations of a Revenue or Trading Nature prior to its issuance as the said contents fall under the category of Limited Review Circular pursuant to the provisions of Practive Note 18 of Main Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Statement/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 Statement/Circular.

Registration No.: 200101026228 (561986-V)

(Incorporated in Malaysia under the Companies Act, 1965)

PART A

STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED

RENEWAL OF SHARES BUY BACK AUTHORITY

(PROPOSED SHARE BUY BACK)

PART B

CIRCULAR TO SHAREHOLDERS IN RELATION TO

THE PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE AND

NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS OF A REVENUE OR TRADING NATURE

(PROPOSED SHAREHOLDERS' MANDATE)

The Resolutions in respect of the above proposals will be tabled at the Twenty-First Annual General Meeting ("21ST AGM") of YNH Property Bhd ("YNHP or "the Company"). Notice of the 21st AGM of the Company together with the Form of Proxy are enclosed in the Annual Report 2023 of the Company.

The Form of Proxy should be completed and lodged at the office of the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so.

Last date and time for lodging of the Form of Proxy	: 29 November 2023, 11.30 a.m.
Date and time of the 21st AGM	:	8 December 2023, 11.30 a.m.
Venue of the 21st AGM	: Hotel Sfera, 2479, Jalan Dato' Yu Neh Huat,
		Taman Samudera, 32040 Sri Manjung,
		Perak Darul Ridzuan, Malaysia

This Statement/Circular is dated 31 October 2023

DEFINITIONS

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

Act	: Companies Act, 2016 as amended from time to time and any
AGM		re-enactment thereof
:	Annual General Meeting
Board	: Board of Directors of YNHP
Bursa Securities	: Bursa Malaysia Securities Berhad (635998-W)
Director	:	Shall have the meaning given in Section 2(1) of the Capital
		Markets and Services Act 2007 and includes any person who is or
		was within preceding 6 months of the date on which terms of the
		transaction were agreed upon, a Director of the Company or any
		other company which is its subsidiary or holding company, or a
		chief executive officer of the Company, its subsidiary or holding
EPS		company.
:	Earnings per share
Main Listing Requirements	: Bursa Malaysia Securities Berhad Main Market Listing Requirements
Major Shareholder	:	A person who has an interest or interests in one or more voting
		shares in the Company and the number, or the aggregate number of
		those shares, is:
		(a) 10% or more of the aggregate number of all the voting shares
		in the Company; or
		(b) 5% or more of the aggregate number of all the voting shares
		in the Company where such person is the largest shareholder
		of the Company.
		For the purpose of this definition, "interest in shares" shall have
		the meaning given in Section 8 of the Act; and for purposes of
		the Proposed Shareholders' Mandate includes any person who is or
		was within the preceding 6 months of the date on which the terms
		of the transaction were agreed upon, a Major Shareholder of the
		Company or any other company which is its subsidiary or holding
NA		company.
:	Net assets
Proposed Share Buy Back	:	Proposed purchase by the Company of up to ten per centum (10%)
Proposed Shareholders' Mandate		of its total issued shares.
:	Proposed renewal of existing shareholders' mandate and new
		shareholders' mandate for recurrent related party transactions of a
RM and sen		revenue or trading nature.
: Ringgit Malaysia and sen respectively.
Recurrent Transactions or	:	Recurrent related party transactions of a revenue or trading nature
Recurrent Related Party		which are necessary for the day-to-day operations and in the
Transactions		ordinary course of business.
Related Party(ies)	:	A director, major shareholder or persons connected with such
Share(s)		director or major shareholder.
:	Ordinary shares in YNHP.
Substantial Shareholder(s)	: Have the meaning given in Section 136 of the Act.
Treasury Shares	:	YNHP Shares which have been bought back and retained by
		the Company in accordance with the Companies Act, 2016 as
YNHP or Company		authorized by the Articles and retained in treasury.
: YNH Property Bhd [200101026228 (561986-V)]
YNHP Group or the Group	:	YNHP and its subsidiaries

CONTENTS

STATEMENT/CIRCULAR TO SHAREHOLDERS IN RELATION TO:-

PART A
SHARE BUY-BACK STATEMENT	Page
1.	INTRODUCTION	2
2.	PROPOSED SHARE BUY BACK	2
3.	RATIONALE AND ADVANTAGE FOR THE PROPOSED SHARE BUY BACK	3
4.	POTENTIAL DISADVANTAGE OF THE PROPOSED SHARE BUY BACK	4
5.	EFFECTS OF THE PROPOSED SHARE BUY BACK
	5.1	Share Capital	4
	5.2	NA		4
	5.3	EPS		4
6.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' SHAREHOLDINGS	5
7.	PUBLIC SHAREHOLDING SPREAD	5
8.	PURCHASE, CANCELLATION OF SHARES AND RESALE OR TRANSFER
	OF TREASURY SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS	5
9.	DIRECTORS' RECOMMENDATION	6
10.	AGM			6
PART B
PROPOSED SHAREHOLDERS' MANDATE
1.	INTRODUCTION	8
2.	PROPOSED SHAREHOLDERS' MANDATE
	2.1	Details of the Proposed Shareholders' Mandate	9
	2.2	Class, Nature and Estimated Value of the Recurrent Related Party Transactions	11
	2.3	Amounts due and owing by Related Parties	27
	2.4	Rationale and Benefits for the Proposed Shareholders' Mandate	27
	2.5	Review Procedures for the Recurrent Transactions	27
	2.6	Statement by Audit Committee	28
3.	CONDITIONS OF THE PROPOSED SHAREHOLDERS' MANDATE	29
4.	DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS	29
5.	DIRECTORS' RECOMMENDATION	30
6.	AGM			30
APPENDIX I	- FURTHER INFORMATION

PART A

SHARE BUY-BACK STATEMENT

IN RELATION TO

PROPOSED RENEWAL OF SHARE BUY BACK AUTHORITY

(PROPOSED SHARE BUY BACK)

1

YNH PROPERTY BHD

200101026228 (561986-V)

(Incorporated in Malaysia)

SHARE BUY BACK STATEMENT IN RELATION TO THE PROPOSED RENEWEL OF SHARE BUY BACK AUTHORITY

1. INTRODUCTION
   At the Twentieth Annual General Meeting held on 17 June 2022, the Shareholders of the Company approved, inter alia, the Proposed Share Buy Back. The Share Buy Back Authority from Shareholders and the said mandate shall, in accordance with the Main Listing Requirements, expire at the conclusion of the forthcoming AGM, unless authority for its renewal is obtained.
   On 27 February 2023, the Board of Directors of the Company announced the Company's intention to seek a renewal of its shareholders' authorisation for the Proposed Share Buy-Back at the forthcoming AGM.
   The purpose of this statement is to provide you with the details of the Proposed Share Buy Back and to seek your approval for the Ordinary Resolution on the Proposed Share Buy Back to be tabled at the forthcoming AGM which will be held on 8 December 2023.
2. PROPOSED SHARE BUY BACK
   Your Directors seek shareholders' approval to purchase up to ten per centum (10%) of the Company's number of issued shares subject to compliance with the provision of the Act, the Main Listing Requirements and/or any other relevant authorities. The actual number of Shares to be purchased, the total amount of funds to be utilized as well as the timing of the Proposed Share Buy Back will be dependent on the market conditions, sentiments at the Bursa Securities, the availability of the retained profits as well as the financial resources available to YNHP Group.
   All Shares to be bought back by the Company may be retained as Treasury Shares of the Company or cancelled upon purchase or a combination of both. In the event that the shares to be bought back by the Company are retained as Treasury Shares, the Company may distribute the Treasury Shares as dividend to the shareholders of YNHP or resell the Treasury Shares on the Bursa Securities. The decision of the Board on the above options will be made at appropriate time.
   The authorization for the Proposed Share Buy Back will be effective immediately upon the passing of the Ordinary Resolution on the Proposed Share Buy Back at the forthcoming AGM until the earlier of:-
3. 1. the conclusion of the next AGM of the Company at which time the authority shall lapse unless by ordinary resolution passed at a general meeting, the authority is renewed either unconditionally or subject to conditions;
   2. the expiration of the period within which the next AGM after that date is required by law to be held; and
   3. revoked or varied by ordinary resolution of the shareholders of the Company at a general meeting.

In accordance with the Listing Requirements, the Proposed Share Buy Back must be made wholly out of retained profits of the Company. The maximum amount of funds to be utilised for the Proposed Share Buy Back will be subject to the retained profits of the Company. Based on the Company's latest audited financial statements as at 30 June 2023, the accumulated losses of the Company was RM93,316,335.

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The Proposed Share Buy Back is expected to be mainly financed by internally generated funds of the Group. In the event that the Company intends to purchase its own shares using borrowings, the Board will ensure that the Company shall have sufficient funds to repay the borrowings and that the repayment will not adversely affect the operations and cash flows of the Company. In addition, the Board will ensure that the Company satisfies the solvency test as stated in the Section 112(2) of the Act before execution of the Proposed Share Buy Back.

The Proposed Share Buy Back is likely to reduce the working capital and cash flow of the Company, the quantum of which depends on the purchase price and the actual number of Shares purchased. However, it is not expected to have a material effect on the working capital and cash flow of its subsidiaries.

The Proposed Share Buy Back shall be executed at purchase prices not exceeding 15% above the weighted average market price of the Shares for the previous five (5) Market Days immediately prior to the purchase. The Treasury Shares arising from the Proposed Share Buy Back shall be resold at prices not less than the weighted average market price of the Shares for the previous five (5) Market Days immediately prior to the resale.

The Treasury Shares so bought back pursuant to Proposed Share Buy Back shall not be entitled to any of the right attached to the existing Shares of the Company as to voting, dividends and participation in other distribution and otherwise are suspended.

The aforesaid Treasury Shares shall not be taken into account in calculating the number or percentage of Shares or of a class of shares in the Company for any purpose including, without limiting the generality of this provision, the provisions of any law or requirement of the Constitution of the Company or the Main Market Listing Requirements on substantial shareholdings, takeover, notices, the requisitioning of meetings, the quorum for a meeting and the results of a vote on a resolution at a meeting.

3. RATIONALE AND ADVANTAGE FOR THE PROPOSED SHARE BUY BACK

The Proposed Share Buy Back if exercised, is expected to potentially benefit the Company and its shareholders as follows:

• The Company would expect to enhance the EPS of the Group (in the case where the Directors resolve to cancel the Shares so purchased and/or retain the Shares in treasury and the Treasury Shares are not subsequently resold) as the Shares purchased are not taken into account when calculating the number of shares in the Company. The increase in EPS, if any, arising from the
  Proposed Share Buy Back may have a positive effect on the market price of the Company's
  Shares. Therefore, long term and genuine investors are expected to enjoy a corresponding increase in the value of their investments in the Company;
• If the Shares bought back are kept as Treasury Shares, it will give the Directors an option to sell the Shares so purchased at a higher price and therefore make an exceptional gain for the Company. Alternatively, the Shares so purchased can be distributed as share dividend to shareholders; and
• The Company may be able to reduce any unwarranted volatility of its Shares and assist to stabilize the supply, demand and price of its Shares in the open market and thereby supporting its fundamental value of its Shares.

The Proposed Share Buy Back is not expected to have any potential material disadvantage to the Company and its shareholders as it will be exercised only after in-depth consideration of the financial resources of the YNHP Group and of the resultant impact on its shareholders. The Directors in exercising any decision on the Proposed Share Buy Back will be mindful of the interest of the Company and its shareholders.

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1. POTENTIAL DISADVANTAGE OF THE PROPOSED SHARE BUY BACK
   The Proposed Share Buy Back will, however temporarily reduce the financial resources of the Group and consequently, may result in the Group foregoing better investment opportunities that may emerge in the future. It may also result in a lower amount of cash reserves available for dividends to be declared to shareholders as funds are utilized to purchase Shares. In the light of the abovementioned, the Board will consider the interest of the Company and also the interest of the shareholders when undertaking the Proposed Share Buy Back.
   However, the disadvantage is mitigated by the prospect that the financial resources of the Group may increase, if the purchased Shares held as Treasury Shares are resold at prices higher than their purchase price.
2. EFFECTS OF THE PROPOSED SHARE BUY BACK
   5.1 Share Capital
   The Proposed Share Buy Back will have no effect on the number of issued shares of the
   Company if the Shares to be bought back by the Company are retained as Treasury Shares or re-sell in the open market.
   For illustration purposes and assuming ten per centum (10%) of the number of issued shares of the Company as at 18 October 2023, are purchased and entirely cancelled, the Proposed Share
   Buy Back will have the following effects on the share capital of the Company:-

	No. of Shares	RM
Issued Capital as at 18 October 2023	528,999,579	528,999,579
Less: Number of shares to be cancelled	52,899,958	52,899,958
pursuant to the Proposed Share Buy Back
Issued Capital upon completion of the Proposed	476,099,621	476,099,621
Share Buy Back

1. NA
   The Proposed Share Buy Back may increase or decrease the NA per share of the Company depending on the purchase price in comparison to the NA per share of the Company at the time that the purchase is made.
   However, it is likely that the Proposed Share Buy Back will reduce the working capital of the Company, with the quantum depending on the purchase prices of the Company's Shares and the actual number of shares bought back.
2. EPS
   Depending on the number of Shares purchased and the purchase prices of the Shares, the Proposed Share Buy Back may increase the earnings per share of the Company. Similarly, on the assumption that the Shares so purchased are treated as Treasury Shares, the extent of the effect on earnings of the Company will depend on the actual selling prices, the number of Treasury Shares resold and the effective gain or interest savings arising.

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6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' SHAREHOLDINGS

Based on the Register of Directors' Shareholdings and the Register of Substantial Shareholders as at 18 October 2023, the number of Shares held by the Directors and Substantial Shareholders of the Company respectively are as follows:-

							Based on Pro-forma Issued Capital
	Based on Issued Capital as at		as at 18 October 2023 of 476,099,621
	18 October 2023 of 528,487,067 Shares	(after excluding 52,899,958 Shares being
		(after excluding 512,512			cancelled) upon completion of Proposed
			Treasury Shares)				Shares Buy Back
	Direct			Indirect			Direct		Indirect
	Interest		%	Interest		%	Interest	%	Interest		%
Name of Directors
Dato' Dr. Yu Kuan Chon,
DIMP, PPT, MBBS ^	128,982,770		24.41	43,180,507	*	8.17	128,982,770	27.09	43,180,507	*	9.07
Dato' Yu Kuan Huat, DPMP,
PMP, AMP, PPT ^	23,656,810		4.48	131,402,938	#	24.86	23,656.810	4.97	131,402,938	#	27.60
Khong Kam Hou	-		-	-		-	-	-	-		-
Oon Seow Ling	-		-	-		-	-	-	-		-
Ching Lee Fong	2,998,600		0.57	-		-	2,998,600	0.63	-		-
Name of Substantial Shareholders
Dato' Dr. Yu Kuan Chon,
DIMP, PPT, MBBS ^	128,982,770		24.41	43,180,507	*	8.17	128,982,770	27.09	43,180,507	*	9.07
Dato' Yu Kuan Huat, DPMP,
PMP, AMP, PPT ^	23,656,810		4.48	131,402,938	#	24.86	23,656,810	4.97	131,402,938	#	27.60

Note

• Dato' Dr. Yu Kuan Chon and Dato' Yu Kuan Huat are brothers.

• Deemed interested by virtue of his interest in his spouse's interest, Dato' Yu Kuan Huat's interest, Teh Nai Sim's interest and

Ling Mooi Hung's interest in YNHP.

1. • Deemed interested by virtue of his interest in his spouse's interest, Dato' Dr. Yu Kuan Chon's interest and Ling Mooi Hung's interest in YNHP.
2. PUBLIC SHAREHOLDING SPREAD
   As at 18 October 2023 the public shareholding spread of the Company was 67.95%. The public shareholding spread is expected to be reduced to 64.42% assuming the Proposed Share Buy Back is implemented in full and all the Shares so purchased are cancelled. However, the Company will ensure that prior to any share buy back exercise, the public shareholding spread of at least 25% is maintained.
3. PURCHASE, CANCELLATION OF SHARESAND RESALE OR TRANSFER OFTREASURY SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS
   The Company has not made any purchase, cancellation of shares and resale or transfer of treasury shares in the preceding twelve (12) months. There are currently 512,512 shares held as Treasury Shares.

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1. DIRECTORS' RECOMMENDATION
   Having considered all aspects of the Proposed Share Buy Back, the Directors is of the opinion that the Proposed Share Buy Back is in the best interests of the shareholders and the Company and recommend that you vote in favour of the Resolution pertaining to the Proposed Share Buy Back to be tabled at the forthcoming AGM.
2. AGM
   The Notice convening the AGM that contains the Ordinary Resolution pertaining to the Proposed Share Buy Back together with the Form of Proxy are enclosed in the Annual Report 2023 of the Company.
   If you are unable to attend the AGM in person, kindly complete and return the enclosed Form of the Proxy in accordance with the instructions printed therein to the office of the Share Registrar of the Company, Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time fixed for the AGM. The completion, signing and returning of the Form of Proxy will not, however, preclude you from attending and voting at the AGM should you find that you are subsequently able to do so.
   This Statement is dated 31 October 2023.

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PART B

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE

AND NEW SHAREHOLDERS' MANDATE

FOR RECURRENT RELATED PARTY TRANSACTIONS

OF A REVENUE OR TRADING NATURE

(PROPOSED SHAREHOLDERS' MANDATE)

7