HeiTech Padu : 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 take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Statement/Circular prior to its issuance as it is prescribed as an exempt circular pursuant to Practice Note 18 of the 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.

HEITECH PADU BERHAD

[Registration No: 199401024950 (310628-D)]

(Incorporated in Malaysia)

PROPOSED WAIVER OF THE PRE-EMPTIVE RIGHTS OF THE SHAREHOLDERS UNDER SECTION 85 OF THE COMPANIES ACT 2016 AND CLAUSE 52 OF THE COMPANY'S CONSTITUTION ("PROPOSED WAIVER")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting ("EGM") of HeiTech Padu Berhad ("HeiTech" or "Company") will be held as a fully virtual meeting via live streaming and online remote voting from the broadcast venue stated below. This Circular is despatched together with the Notice of EGM and Form of Proxy are enclosed in this Circular.

Date and time	: Tuesday, 26 March 2024 at 10.30 a.m.
Broadcast Venue	: TITAN 1, HeiTech Village 2, No 1, Jalan Astaka U8/81, Seksyen U8, 40150 Shah Alam,
	Selangor

The members will not be allowed to attend the EGM in person at the Broadcast Venue on the day of meeting.

The Form of Proxy for the EGM should be completed and deposited at the office of the Company's Share Registrar, Tricor Investor & Issuing House Services Sdn. Bhd., at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. As the voting at the EGM will be conducted on a poll, the Form of Proxy must be lodged on or before the following date and time:

Last date and time for deposit of Form of Proxy : Sunday, 24 March 2024 at 10.30 a.m.

The proxy appointment may also be lodged electronically via Tricor's TIIH Online website at https://tiih.onlineno later than Sunday, 24 March 2024 at 10.30 a.m. For further information on electronic lodgement of Form of Proxy, please refer to Administrative Notes on EGM.

This Circular is dated 12 March 2024

DEFINITIONS

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

"Act"	: Companies Act 2016 and as may be amended from time to time and
		any re-enactment thereof
"28th AGM"	:	28th Annual General Meeting of the Company held on 22 June 2023
"Board"	:	Board of Directors of HeiTech Padu Berhad
"Bursa Securities"	: Bursa Malaysia Securities	Berhad [Registration No: 200301033577
		(635998-W)]
"Director(s)"	: A natural person who holds a directorship in the Company and shall
		have the same meaning given in Section 2(1) of the Capital Markets
		and Services Act 2007.
"EGM"	:	Extraordinary General Meeting of the Company
"Existing General Mandate"	: Shareholders' approval obtained at the 28th AGM for the authority to
		allot and issue Shares pursuant to Sections 75 and 76 of the Act
		which empowers the Directors to allot and issue Shares, at any time
		and upon such terms and conditions and for such purposes as the
		Directors may, in their absolute discretion, deem fit, provided that the
		aggregate number of Shares to be allotted and issued during the
		preceding 12 months does not exceed 10% of the total number of
		issued Shares.
"HeiTech" or "Company"	:	HeiTech Padu Berhad [Registration No: 199401024950 (310628-D)]
"HeiTech Group" or "Group"	: HeiTech and its subsidiary companies as defined in Section 4 of the
		Act
"LPD"	: 27th February 2024 being	the latest practicable date prior to the
		printing of this Circular
"Proposed Waiver"	: Proposed waiver from the	shareholders to waive their pre-emptive
		rights under Section 85 of the Act and Clause 52 of the Company's
		Constitution in relation to the new Shares to be allotted and issued
		pursuant to the General Mandate
"Listing Requirements"	: Main Market Listing Requirements of Bursa Securities including any
		amendment(s) that may be made from time to time

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DEFINITIONS (CONT'D)

"Related Corporation"

: A corporation which is:

1. a holding company of another corporation;
2. a subsidiary of another corporation; and
3. a subsidiary of the holding company of another corporation

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 corporations, unless otherwise specified.

Any reference in this Statement/Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Statement/Circular shall be a reference to Malaysian time, unless otherwise stated.

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TABLE OF CONTENTS

PAGE

PART B

PROPOSED WAIVER

1.	INTRODUCTION	1-2
2.	DETAILS OF THE PROPOSED WAIVER	2
3.	RATIONALE OF THE PROPOSED WAIVER	2
4.	EFFECTS OF THE PROPOSED WAIVER	2
5.	APPROVALS REQUIRED	2
6.	CONDITIONALITY OF THE PROPOSED WAIVER	3
7.	INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR	3
	PERSONS CONNECTED WITH THEM
8.	DIRECTORS' STATEMENT AND RECOMMENDATION	3
9.	EGM	3
10.	FURTHER INFORMATION	3

APPENDIX
FURTHER INFORMATION	4-5
NOTICE OF EGM	ENCLOSED
ADMINISTRATIVE NOTES FOR THE EGM	ENCLOSED
PROXY FORM	ENCLOSED

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HEITECH PADU BERHAD

[Registration No: 199401024950 (310628-D)]

(Incorporated in Malaysia)

Registered Office:

Level 15, Menara HeiTech

Village, Persiaran Kewajipan,

USJ 1, UEP Subang Jaya,

47600 Subang Jaya,

Selangor Darul Ehsan,

Malaysia.

12 March 2024

Board of Directors:

Tan Sri Dato' Sri Abi Musa As'ari Bin Mohamed Nor (Chairman/Non-Independent Non-Executive

Director)

Dato' Sri Mohd Hilmey Bin Mohd Taib (Executive Deputy Chairman) Datuk Mohd Radzif Bin Mohd Yunus (Independent Non-Executive Director) Encik Sulaiman Hew Bin Abdullah (Independent Non-Executive Director)

Puan Wan Ainol Zilan Binti Abdul Rahim (Independent Non-Executive Director) Encik Hamzah Bin Mahmood (Independent Non-Executive Director)

Encik Razalee Bin Amin (Independent Non-Executive Director) Mr. Chong Seep Hon (Independent Non-Executive Director)

To: The Shareholders of HeiTech

Dear Sir/Madam,

PROPOSED WAIVER OF THE SHAREHOLDERS' PRE-EMPTIVE RIGHTS

1.0 INTRODUCTION

During the 28th AGM of HeiTech held on 22 June 2023, the Company had obtained the General Mandate from its shareholders, whereby the Board has been authorised to issue and allot new shares not exceeding 10% of the total number of issued shares of HeiTech (excluding treasury shares) at the time of issue ("Existing General Mandate"). The Existing General Mandate shall continue to be in force until the conclusion of the Company's next AGM. From the 28th AGM until the date of this Circular, no new shares have been issued pursuant to the Existing General Mandate.

Pursuant to Section 85 of the Act and to be read together with Clause 52 of the Constitution, the shareholders of HeiTech have the pre-emptive rights to be offered new Shares which rank equally to existing shares, subject to any direction to the contrary that may be given in general meeting.

"Section 85 of the Act: Pre-emptive rights to new shares

1. Subject to the constitution, where a company issues shares which rank equally to existing shares as to voting or distribution rights, those shares shall first be offered to

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the holders of existing shares in a manner which would, if the offer were accepted, maintain the relative voting and distribution rights of those shareholders.

1. An offer under subsection (1) shall be made to the holders of existing shares in a notice specifying the number of shares offered and the time frame of the offer within which the offer, if not accepted, is deemed to be declined.
2. If the offer is not accepted after the expiry of the period specified in the notice under subsection (2), the directors may dispose those shares in such manner as the directors think most beneficial to the company."

Clause 52 of the Constitution has been extracted and reproduced below for ease of reference. The words and expressions appearing in the following provision shall bear the same meaning used in the Constitution:

"Subject to any direction to the contrary that may be given by the Company in General Meeting any shares for the time being unissued and not allotted and any new shares from time to time to be created shall before they are issued be offered to such persons as at the date of the offer are entitled to receive notices from the Company of General Meetings in proportion, as nearly as the circumstance admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered and limiting a time within which the offer, if not accepted, shall be deemed to be declined, and, after the expiration of the time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Clause."

2.0 DETAILS OF THE PROPOSED WAIVER

In view of the provisions of Section 85 of the Act and read together with Clause 52 of the Constitution as stated above, the Company proposes to seek our shareholders' waiver of their pre-emptive rights over the new shares to be allotted and issued pursuant to the Existing General Mandate.

3.0 RATIONALE

The Proposed Waiver of the Shareholders' Pre-emptive Rights will enable the Directors to issue and allot new shares pursuant to the Existing General Mandate which rank equally to existing issued shares to any person without having first to offer such new shares to the existing shareholders in proportion to the shareholdings in the Company.

This flexibility will allow, if required the Company to expediently issue new shares pursuant to the Existing General Mandate for any possible fund-raising activities such as placement of shares.

1. EFFECTS OF THE PROPOSED WAIVER
   The Proposed Waiver, if approved by the shareholders, will deem the shareholders to have waived their pre-emptive rights pursuant to Section 85 of the Act and read together with Clause 52 of the Constitution to be first offered the new shares to be allotted and issued pursuant to the Existing General Mandate which will result in a dilution of their shareholding percentage in the Company.
   The Proposed Waiver, if approved, unless revoked or varied by the Company in a general meeting, will be valid for the same validity period of the Existing General Mandate i.e. until the conclusion of the next Annual General Meeting of our Company.
   The Proposed Waiver is not expected to have any material effect on the issued share capital, substantial shareholders' shareholdings, net assets, gearing or earnings of the Group.

1. APPROVAL REQUIRED
   The Proposed Waiver is subject to the approval of the shareholders of the Company at the EGM to be convened.

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6.0 CONDITIONALITY OF THE PROPOSED WAIVER

The Proposed waiver is not conditional upon any other corporate proposal undertaken or to be undertaken by the Company.

1. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
   None of the Company's Directors, Major Shareholders and/or persons connected with them has any interest, direct and/or indirect in the Proposed Waiver.

1. DIRECTORS' STATEMENT AND RECOMMENDATION
   The Board, after having considered all aspects of the Proposed Waiver is of the opinion that the Proposed Waiver is in the best interest of our Company and accordingly recommends you to vote IN FAVOUR of the resolution in respect of the Proposed Waiver to be tabled at our forthcoming EGM.

1. EGM
   The EGM, the notice of which is set out in this Circular, will be held as a fully virtual meeting via live streaming and online remote voting from the broadcast venue at TITAN 1, HeiTech Village 2, No 1, Jalan Astaka U8/81, Seksyen U8, 40150 Shah Alam, Selangor ("Broadcast Venue") on Tuesday, 26 March 2024 at 10:30 a.m. or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modification, the resolution to give effect to the Proposed Waiver.
   If you are unable to attend and vote at our EGM, you should complete, sign and return the enclosed Proxy Form in accordance with the instructions provided thereon. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by our Company at least 48 hours before the time appointed for holding our EGM or adjourned EGM at which person named in the instrument proposes to vote:
2. 1. In hard copy form

The form of proxy must be deposited with Tricor's office at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

1. Electronic Form

The form of proxy can be electronically submitted via Tricor's TIIH Online website at https://tiih.online. Kindly refer to the Procedure for Electronic Submission of Form of Proxy.

The Proxy Form once deposited will not preclude you from attending and voting at the EGM should you subsequently wish to do so.

10.0 FURTHER INFORMATION

Shareholders are requested to refer to the attached Appendix 1 of this Circular for further information.

Yours faithfully,

For and on behalf of the Board of Directors

HEITECH PADU BERHAD

TAN SRI DATO' SRI ABI MUSA AS'ARI BIN MOHAMED NOR

Chairman / Non-IndependentNon-Executive Director

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APPENDIX

FURTHER INFORMATION

1.0 DIRECTORS' RESPONSIBILITY STATEMENT

This Circular has been reviewed and approved by the Directors of HeiTech and they individually and collectively accept full responsibility for the accuracy of the information contained herein and confirm that, after having made 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 Statement/Circular misleading.

2.0 MATERIAL LITIGATION

Save as disclosed below, as at the LPD, to the best knowledge of the Board, neither HeiTech nor its subsidiaries are engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, which may have a material effect on the financial position or business of HeiTech 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 may materially and adversely affect the financial position or business of the HeiTech Group:

1. KUALA LUMPUR HIGH COURT SUIT NO: WA-22NCVC-72-02/2023 PERTUBUHAN KESELAMATAN SOSIAL (PLAINTIFF) VS HEITECH PADU BERHAD (DEFENDANT)
   The Group had on 23rd February 2023 received a Writ of Summons and Statement of Claim from PERKESO, claiming a sum of RM26,363,369.03 for a purported breach of contract for the Services rendered by the Group.
   The Group via its solicitors filed an Order 14A Application (Disposal of Case on Point of Law) and has served the same to the PERKESO's solicitors. Both Parties have exchanged their Written and Reply Submissions accordingly.
   The Court has fixed the Decision for the O14A application on 20th March 2024.
   The Group is of the view that we not only have a reasonable case against PERKESO but also have a counterclaim against PERKESO for unlawful termination of said Contract.
2. COURT OF APPEAL CIVIL APPEAL NO. B-02(NCVC)(W)-709-04/2023 ESDC (APPELLANT) VS HEITECH PADU BERHAD (RESPONDENT)
   The Group had on 9th November 2018 received a Writ of Summons and Statement of Claim from ESDC Technology Sdn Bhd ("ESDC"), the subcontractor, alleging non- payment of RM2,730,000.00 for services purportedly provided by ESDC to the Group's customer. The full trial took place on the 21st November 2022 and 22nd November 2022 respectively to dispute the claim. The High Court on 28th March 2023, dismissed ESDC's claim and ordered ESDC to pay RM35,000.00 in costs to the Group.
   ESDC being dissatisfied with the decision of the High Court delivered on 28th March 2023, had made an appeal to the Court of Appeal to set aside the decision of the High Court. The Court of Appeal has scheduled the Hearing of the Appeal for 22nd April 2024.

The Group believes it has a strong likelihood of success in this case.

1. MATERIAL COMMITMENT
   As at the LPD, the Board is not aware of any material commitment incurred or known to be incurred by the Group, which upon becoming enforceable, may have material impact on the financial position of the Group.

1. CONTINGENT LIABILITIES
   As at the LPD, there are no contingent liabilities incurred or known to be incurred by our Group, which upon becoming enforceable, may have material impact on the financial position of our Group.

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APPENDIX

5.0 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the Registered Office of our Company at Level 15, Menara HeiTech Village, Persiaran Kewajipan, USJ 1, UEP Subang Jaya, 47600 Subang Jaya, Selangor during normal business hours on any working days from the date of this Statement/Circular to the date of the EGM:

1. Constitution of HeiTech;
2. Audited financial statements of HeiTech for the past two (2) FYE 31 December 2021 and 31 December 2022; and
3. The relevant cause papers in respect of the material litigation referred to in Section 2.0 above.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting ("EGM") of HeiTech Padu Berhad ("HTP" or the "Company") will be held as a fully virtual meeting via live streaming and online remote voting from the broadcast venue at TITAN 1, HeiTech Village 2, No 1, Jalan Astaka U8/81, Seksyen U8, 40150 Shah Alam, Selangor on Tuesday, 26 March 2024 at 10.30 a.m., or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications, the following ordinary resolution:

ORDINARY RESOLUTION 1

PROPOSED WAIVER OF THE PRE-EMPTIVE RIGHTS OF THE SHAREHOLDERS UNDER SECTION 85 OF THE COMPANIES ACT 2016 AND CLAUSE 52 OF THE COMPANY'S CONSTITUTION ("PROPOSED WAIVER")

"THAT further to the shareholders' approval obtained on 22 June 2023 at the 28th Annual General Meeting of the Company pursuant to Sections 75 and 76 of the Companies Act 2016 ("Act") in respect of the authority to allot and issue ordinary shares in the Company ("Shares") whereby the Directors of the Company are empowered to allot and issue Shares, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of Shares to be allotted and issued during the preceding 12 months does not exceed 10% of the total number of issued Shares ("Existing General Mandate"), approval be and is hereby given to waive the statutory pre-emptive rights of the shareholders of the Company under Section 85 of the Act; and read together with Clause 52 of the Company's Constitution; to be offered new Shares ranking equally to the existing issued Shares arising from any issuance and allotment of Shares pursuant to the Existing General Mandate;

THAT the Proposed Waiver shall be valid for the same validity period of the Existing General Mandate which is until the conclusion of the next Annual General Meeting of the Company;

AND THAT the Board be and is hereby authorised to do all acts, deeds and things as they may consider necessary and expedient in the best interest of the Company to give full effect to the Proposed Waiver."

By Order of the Board

HEITECH PADU BERHAD

Zainal Amir Bin Ahmad (LS0010080)

Amir Zahini Bin Sahrim (MAICSA 7034464)

Company Secretaries

Selangor Darul Ehsan

12 March 2024