REDtone Group Nature of transactions Actual value Estimated transacted from value aswith the following undertaken by REDtone 12/10/2016 to [30 disclosed in the Circular toRelated Parties and/or its unlisted subsidiaries June2017] Shareholders dated 26/8/2016 (RM’000)SEM and/or its unlisted subsidiary7-Eleven Commission and other charges - 1,000 payable by the REDtone Group for sale of prepaid reloads for prepaid mobile service and prepaid SIM packs at 7-Eleven stores. Transaction values for sale of - 10,000 prepaid reloads and prepaid SIM - 11,000 packs at 7-Eleven stores receivable by the REDtone Group.TotalOther Related PartiesU Mobile Contract revenue receivable by - 10,000 the REDtone Group for the construction of mobile base stations and related operations and maintenance.MOL Access Transaction fees payable by the - 50 REDtone Group for sale ofTotal prepaid reloads through MOL - 10,050Grand Total terminals for prepaid mobile 23 23,382 service. #Notes:* BGroup ceased to have a deemed interest in BAuto pursuant to Section 8(4) of the Act with effect from 31 January 2017. Hence, the transaction by REDtone with BAuto will no longer be termed as Recurrent Related Party Transaction.# No renewal of shareholders’ mandate will be sought for this Recurrent Related Party Transaction at the forthcoming AGM.2.7 Amount Due And Owing By Related Parties Pursuant To The Recurrent Related Party TransactionsAs at 30 April 2017, there were no outstanding amount due under Recurrent Related PartyTransactions to the REDtone Group. 10
3.0 RATIONALE FOR, AND THE BENEFIT TO THE REDTONE GROUP FROM TRANSACTING WITH RELATED PARTIES3.1 The Recurrent Related Party Transactions entered into or to be entered into by the REDtone Group are all in the ordinary course of business and intended to meet the business needs of the Group at the best possible terms so as to achieve the synergistic benefits within the REDtone Group. As such, it is anticipated that the Recurrent Related Party Transactions would occur on a frequent and recurrent basis.3.2 The Proposed Mandate will eliminate the need to make announcements to the Exchange and/or to convene separate EGMs from time to time to seek shareholders’ prior approvals for the REDtone Group to enter into such Recurrent Related Party Transactions. This will reduce substantial administrative time and expenses in convening such EGMs without compromising the corporate objectives of the Group or affecting the business opportunities available to the Group.3.3 The Recurrent Related Party Transactions will provide the REDtone Group the support for its operational and business needs and further enhance its ability to explore beneficial business opportunities within the REDtone Group and the Related Parties.4.0 CONDITIONS FOR THE PROPOSED MANDATE4.1 The Proposed Mandate is conditional upon the approval of the shareholders of the Company being obtained at the forthcoming AGM. The Proposed Mandate being procured from shareholders of REDtone at the forthcoming AGM is subject to annual renewal.5.0 FINANCIAL EFFECTS OF THE PROPOSED MANDATE5.1 The Proposed Mandate does not have any effect on the issued and paid-up share capital of REDtone and is not expected to have any material effect on the earnings and NA of the REDtone Group.6.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS6.1 The direct and indirect shareholdings of the interested Major Shareholders and the interested Director and Persons Connected with them in REDtone as at [30 June 2017] are as follows:- Direct Indirect % No. of Shares % No. of SharesInterested Major Shareholders 7,000,000 0.92 386,812,912 (i) 51.06TSVT - - 386,812,912 (ii) 51.06BCorporation 42,200,000(iii) 5.57JSSB 344,612,912 45.49DYMM SOJ 134,000,000 17.69 - -Interested Director -- --YAM TTAInterested Persons Connected 134,000,000 17.69 --DYMM SOJ 11
Notes: (i) Deemed interested by virtue of his interest in BCorporation. (ii) Deemed interested by virtue of its 100% interest in BGroup. (iii) Deemed interested by virtue of its interest in Berjaya Land Berhad, which has indirect interests in Berjaya Philippines Inc. and Berjaya Capital Berhad, which has direct interest in PCL.6.2 DIBO is the Senior Executive Director of REDtone and also a director of Best Media. LPY is a Director of REDtone and certain companies which are under separate listed groups in which BCorporation is deemed to have an interest. HM is a Director of REDtone, 7-Eleven and SEM and an alternate director of U Mobile. Although DIBO, HM and LPY are not deemed to be interested in the Proposed Mandate pursuant to the Listing Requirements, they however voluntarily abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate. They will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution, deliberating or approving the Proposed Mandate at the forthcoming AGM. They have respectively undertaken to ensure Persons Connected to them will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM.6.3 TSVT, BCorporation and JSSB being the interested Major Shareholders, will abstain from voting in respect of their direct and/or indirect shareholdings on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM. They have respectively undertaken to ensure that Persons Connected with them will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM.6.4 DYMM SOJ, being the interested Major Shareholder, will abstain from voting in respect of his direct and/or indirect shareholdings on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM. He has undertaken to ensure that Persons Connected with him will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM.6.5 YAM TTA, being an interested Director, has abstained and will continue to abstain from all Board deliberations and voting in relation to the Proposed Mandate. YAM TTA will abstain from voing in respect of her direct and/or indirect shareholdings on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM. She has undertaken to ensure that Persons Connected with her will also abstain from voting on the ordinary resolution, deliberating or approving the Proposed Mandate at the Company’s forthcoming AGM.6.6 Save as disclosed, none of the other Directors or Major Shareholders and/or Persons Connected with them, has any interest, direct or indirect, in the Proposed Mandate.7.0 DIRECTORS’ RECOMMENDATION7.1 The Board of REDtone (except for YAM TTA, DIBO, HM and LPY), having considered all aspects of the Proposed Mandate, is of the opinion that it is in the best interest of the REDtone Group and accordingly, the Board, with the exception of DIBO, HM and LPY who have abstained from making any recommendation on the Proposed Mandate, recommends that you vote in favour of the Proposed Mandate to be tabled at the Company’s forthcoming AGM. 12
8.0 AGM8.1 The AGM, Notice of which is enclosed in the Annual Report 2017, and an extract of the ordinary resolution on the Proposed Mandate is enclosed in this Circular, will be held at Langkawi Room, Bukit Jalil Golf & Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on [Thursday, 5 October 2017, at 10.00a.m.] for the purpose of considering and, if thought fit, passing the ordinary resolution to give effect to the Proposed Mandate.8.2 If you are unable to attend and vote in person at the forthcoming AGM, you are requested to complete and return the enclosed Form of Proxy in the Annual Report 2017 in accordance with the instructions therein as soon as possible so as to arrive at the Share Registrar of the Company at Lot 06-03, Level 6, East Wing, Berjaya Times Square No 1, Jalan Imbi 55100 Kuala Lumpur not less than forty eight (48) hours before the time set for the AGM. The completion and the return of the Form of Proxy will not preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so.9.0 FURTHER INFORMATION9.1 Shareholders are requested to refer to the attached Appendix I for further information.Yours faithfullyFor and on behalf of the Board of Directors ofREDTONE INTERNATIONAL BERHADMATHEW THOMAS A/L VARGIS MATHEWSSenior Independent Non-Executive Director 13
APPENDIX IFURTHER INFORMATION1.0 RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors of REDtone and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries, and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular misleading.2.0 MATERIAL CONTRACTS Save as disclosed below, neither REDtone nor any of its subsidiaries have entered into any contract which is or may be material (not being contracts entered into in the ordinary course of business of the REDtone Group) within two (2) years preceding the date of this Circular:- (a) A Share Sale Agreement dated 7 October 2016 between the Company and Million Vision Development International Limited (“Purchaser”) for the disposal of the Company’s entire 92.31% stake equity interest comprising 260,619,365 common shares in REDtone Asia Inc. for a consideration of RMB38.31 million (equivalent to RM23.78 million) to be satisfied in the following manner:- (i) an assumption of debt by the Purchaser of a sum of RMB21.31 million (equivalent to RM13.23 million) being amount owing by the REDtone Group to REDtone Asia and/or its subsidiaries; and (ii) the balance of RMB17.00 million (equivalent to RM10.55 million) in cash.3.0 MATERIAL LITIGATIONS As at [30 June 2017], neither the Company nor any of its subsidiaries are engaged in any material litigation, claim or arbitration, either as plaintiff or defendant, which has a material effect on the financial position of the REDtone Group and the Board is not aware of any proceedings pending or threatened or of any facts likely to give rise to any proceedings which might materially and adversely affect the financial position or business of the REDtone Group.4.0 DOCUMENTS FOR INSPECTION The following documents will be available for inspection at the Registered Office of REDtone at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, during normal office hours from Monday to Friday (except public holidays) from the date of this Circular up to the time set for convening the forthcoming AGM:- (i) Memorandum and Articles of Association of REDtone; (ii) Audited consolidated financial statements of REDtone for the past 2 financial years ended 30 April 2017; and (iii) Material contracts referred to in Section 2 above. 14
EXTRACT OF RESOLUTIONS TO BE TABLED AT REDTONE’S FIFTEENTH AGMORDINARY RESOLUTIONPROPOSED RENEWAL OF AND NEW SHAREHOLDERS’ MANDATE FOR RECURRENTRELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE“THAT, subject to the provisions of the Bursa Malaysia Securities Berhad’s ACE Market ListingRequirements, approval be and is hereby given for the Company and its subsidiary companies, to enterinto recurrent related party transactions of a revenue or trading nature with the related parties as specifiedin Section 2.3 of the Circular to Shareholders dated [23 August 2017] (“Proposed Mandate”) which arenecessary for the day-to-day operations and/or in the ordinary course of business of the Company and itssubsidiary companies on terms not more favourable to the related parties than those generally available tothe public and are not detrimental to the minority shareholders of the Company and that such approvalshall continue to be in force until:-(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the AGM at which such ordinary resolution for the Proposed Mandate was passed, at which time it will lapse, unless by ordinary resolution passed at that general meeting, the authority is renewed;(b) the expiration of the period within which the next AGM after the date it is required to be held pursuant to Section 340 (2) of the Companies Act, 2016 (but shall not extend to such extension as may be allowed pursuant to Section 340 (4) of the Companies Act, 2016); or(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;whichever is the earlier;AND FURTHER THAT authority be and is hereby given to the Directors of the Company and itssubsidiary companies to complete and do all such acts and things (including executing such documents asmay be required) to give effect to such transactions as authorised by this Ordinary Resolution.”
REDTONE INTERNATIONAL BERHAD (Company No. 596364-U) (Incorporated in Malaysia) AGENDA 9FIXATION OF THE DATE OF THE NEXT AUDIT COMMITTEE MEETING (“ACM”)1. Subject To review the unaudited quarterly report on consolidated results of the Company and Group for the first quarter ending 31 July 2017.2. Reporting timeframe To release the above results to Bursa Malaysia Securities Berhad (“Bursa Securities”) within two (2) months after the end of each quarter of the financial year i.e., latest by Friday, 29 September 2017 (since 30 September 2017 falls on Saturday) (Rule 9.22 of the Bursa Securities ACE Market Listing Requirements).3. Proposed dates Date Time Monday, 10:00 a.m. Meeting 18 September 2017 (i) 77th ACM (ACM 10:00 a.m. Thursday, 5/2018) 21 September 2017 (ii) 78th ACM (ACM 6/2018)
Corporate Structure REDTONE INTERNA49% 100% 100% 100% REDtone REDtone REDtone REDtoneNetwork Sdn Technology Sdn Bhd Engineering & Telecommunicatio Network Services Bhd Sdn Bhd Sdn Bhd 100% 60% 100%29% Meridianotch REDtone REDtone Technology Pte Sdn Bhd Mytel Sdn Bhd Ltd 51%SEA Telco Engineering Services Sdn Bhd
ATIONAL BERHAD 100% 56% 70% 100% Ansar Mobile REDtone REDtone REDtoneons Sdn Bhd MEX Sdn Bhd Data Centre Sdn Bhd IOT Sdn Bhde
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