banker, solicitor, accountant or other professional...

THIS STATEMENT/CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Bursa Malaysia Securities Berhad (Bursa Malaysia) has not perused this Statement/Circular prior to itsissuance as this Statement/Circular is an exempt document. Bursa Malaysia takes no responsibility forthe contents of this Statement/Circular, makes no representation as to the 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.

DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BHD (Company No. 12994-W) (Incorporated in Malaysia)

PART A: STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

AND

PART B: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF NAME OF THE COMPANY

(COLLECTIVELY KNOWN AS “THE PROPOSALS”)

The Notice convening the Forty Fifth (45th) Annual General Meeting to be held at Bunga Melati,Level 7 Ramada Plaza Melaka, Jalan Bendahara, 75100 Melaka on Friday, June 8, 2018 at 11.30 a.m. together with the Form of Proxy are set out in the Company’s Annual Report 2017 while extract of resolutions on the Proposals are set out in Appendix II of this Statement/Circular.

The Form of Proxy must be completed and lodged at the Registered Office of the Company not less than twenty four (24) hours before the time stipulated for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending the meeting and voting in person if you are able to do so.

This Statement/Circular is dated April 30, 2018






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DEFINITIONS

“Act” The Companies Act 2016

“AGM” Annual General Meeting

“Board” The Board of Directors of Daibochi

“Bursa Malaysia” Bursa Malaysia Securities Berhad

“CCM” Companies Commission of Malaysia

“Code” The Malaysian Code on Take-Overs and Mergers 2016

“Daibochi Group” Daibochi and its subsidiary companies

“Daibochi” or “the Company”

Daibochi Plastic And Packaging Industry Bhd (12994-W)

“Directors” The directors for the time being of Daibochi, and shall have the same meaning as in Section 2 of the Act

“EPS”

“Listing Requirements”

Earnings per share

Main Market Listing Requirements of Bursa Malaysia

“NA” Net assets attributable to ordinary equity holders of Daibochi

“Major Shareholder” This shall have the same meaning as in Paragraph 1.01 of the Listing Requirements

“Persons Connected” This shall have the same meaning as in Paragraph 1.01 of the Listing Requirements

“Proposed Share Buy–Back ”

Proposed renewal of the existing authority granted to the Company to purchase up to ten percent (10%) of the issued share capital of the Company

“RM” Ringgit Malaysia

“Shares” Ordinary shares in the capital of Daibochi

“Substantial Shareholders”

The substantial shareholders for the time being of Daibochi, and shall have the same meaning given in Section 136 of the Act

“Warrants” The five (5)-year 2017/2022 warrants constituted by a Deed Poll dated May 29, 2017.

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 and neuter genders. References to persons shall include corporations, unless otherwise specified.

Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act and used in this Statement/Circular shall have the meaning assigned to it under the Act.

Any reference to a time of day shall be a reference to Malaysian time.

i

CONTENTS Page

LETTER TO THE SHAREHOLDERS OF DAIBOCHI 1

1. INTRODUCTION 1


2

A1. INTRODUCTION 2

A2. RATIONALE FOR THE PROPOSED SHARE BUY-BACK 2

A3. SOURCE OF FUNDS 2

A4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

2 - 3

A5. TREATMENT OF SHARE BUY-BACK 3

A6. EFFECTS OF THE PROPOSED SHARE BUY-BACK 3 - 4

A7. IMPLICATIONS RELATING TO THE CODE 4

A8. PUBLIC SHAREHOLDING SPREAD 4

A9. PURCHASES AND RESALE MADE IN THE PRECEDING TWELVE (12) MONTHS

5

A10 HISTORICAL SHARE PRICES 5

A11. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 6

PART B: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF NAME

7

B1. INTRODUCTION 7

B2. DETAILS AND RATIONALE OF THE PROPOSEDCHANGE OF NAME

7

B3. EFFECTS OF THE PROPOSED CHANGE OF NAME 7

B4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

7

2. APPROVALS REQUIRED 8

3. DIRECTORS’ RECOMMENDATION 8

ii

CONTENTS (CONTINUED)

4. ANNUAL GENERAL MEETING 8

5. FURTHER INFORMATION 8

APPENDIX I FURTHER INFORMATION 9

APPENDIX II EXTRACT OF RESOLUTIONS TO BE TABLED AT THE 45TH AGM OF THE COMPANY

10

iii

DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BHD (Company No. 12994-W)(Incorporated in Malaysia)

Registered Office: Kompleks Daibochi Plastic Lot 3 & 7 Air Keroh Industrial Estate Phase IV, 75450 Melaka

April 30, 2018

Board of Directors: Heng Fu Joe (Chairman and Independent Non-Executive Director)Lim Soo Koon (Managing Director)Low Geoff Jin Wei (Executive Director) Caroline Ang Choo Bee (Independent Non-Executive Director) Faris Salim Cassim (Independent Non-Executive Director)

TO: THE SHAREHOLDERS OF DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BHD

Dear Sir/Madam,

PART A - PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY PART B - PROPOSED CHANGE OF NAME OF THE COMPANY

1. INTRODUCTION

On April 4, 2018, the Company announced to Bursa Malaysia that it intends to seek the approval of its shareholders at the forthcoming 45th AGM for the following proposals:

(i) Proposed Renewal of Share Buy-Back Authority; and (ii) Proposed Change of Name of the Company.

(collectively referred to as the Proposals)

The purpose of this Statement/Circular is to provide you with the relevant information on the Proposals, to set out your Board’s recommendation thereon and to seek your approval for the resolutions in respect of the Proposals to be tabled at the forthcoming 45th AGM as Special Business. The Notice of AGM together with the Form of Proxy is enclosed in the Annual Report 2017.

SHAREHOLDERS OF DAIBOCHI ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THE STATEMENT/CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING AGM.

1


Registered Office: Kompleks Daibochi Plastic Lot 3 & 7 Air Keroh Industrial Estate Phase IV, 75450 Melaka

April 30, 2018

Board of Directors: Heng Fu Joe (Chairman and Independent Non-Executive Director)Lim Soo Koon (Managing Director)Low Geoff Jin Wei (Executive Director) Caroline Ang Choo Bee (Independent Non-Executive Director) Faris Salim Cassim (Independent Non-Executive Director)

TO: THE SHAREHOLDERS OF DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BHD

Dear Sir/Madam,

PART A - PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY PART B - PROPOSED CHANGE OF NAME OF THE COMPANY

1. INTRODUCTION

On April 4, 2018, the Company announced to Bursa Malaysia that it intends to seek the approval of its shareholders at the forthcoming 45th AGM for the following proposals:

(i) Proposed Renewal of Share Buy-Back Authority; and (ii) Proposed Change of Name of the Company.

(collectively referred to as the Proposals)

The purpose of this Statement/Circular is to provide you with the relevant information on the Proposals, to set out your Board’s recommendation thereon and to seek your approval for the resolutions in respect of the Proposals to be tabled at the forthcoming 45th AGM as Special Business. The Notice of AGM together with the Form of Proxy is enclosed in the Annual Report 2017.

SHAREHOLDERS OF DAIBOCHI ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THE STATEMENT/CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING AGM.

1

1

PART A: STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY (PROPOSED SHARE BUY-BACK)

A1. INTRODUCTION

Daibochi received its shareholders’ renewal of authority for share buy-back to purchase up to a maximum of ten percent (10%) of its total number of issued shares at the Company’s 44th AGM held on May 24, 2017. The said approval will expire at the conclusion of the forthcoming 45th AGM of the Company scheduled to be held on June 8, 2018.

Accordingly, the Board had on April 4, 2018, announced its intention to seek shareholders’ approval for the Proposed Share Buy-Back at the forthcoming 45th AGM.

This Statement serves to provide you with the relevant information on the Proposed Share Buy-Back, to set out your Board’s recommendation thereon and to seek your approval for the ordinary resolution in respect of the Proposed Share Buy-Back to be tabled at the forthcoming 45th AGM of the Company to be convened on Friday, June 8, 2018, at 11.30 a.m. The Notice of AGM and the Form of Proxy are enclosed in the Annual Report 2017.

A2. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back authority will enable Daibochi to utilize its financial resources not immediately required for use, to purchase its own shares. It may stabilize the supply and demand of Daibochi shares traded on Bursa Malaysia and thereby support the fundamental value of the Shares, in particular to ensure, where possible, that the market share price is a fair reflection of the value of the Company.

The purchased Shares may be cancelled or held as treasury shares. If held as treasury shares, they could be resold on Bursa Malaysia with the intention of realizing a potential gain. In the event the treasury shares are distributed as share dividends, it would serve to reward the shareholders.

A3. SOURCE OF FUNDS

The Board proposes to allocate an amount of funds not exceeding the retained earnings of the Company for the purchase of its own Shares pursuant to the Proposed Share Buy-Back. Based on the latest audited financial statements as at December 31, 2017, the retained earnings of the Company stood at RM22,673,000.

The funding for the purchase of its own Shares will be sourced wholly from internally generated funds of the Company and/or external borrowings. The portion of which is to be utilized will depend on the actual number of Shares to be purchased, the price of Shares and the availability of funds at the time of the purchase(s). If borrowings are used for the Proposed Share Buy-Back, the Company will experience a decline in its net cash flow to the extent of the interest costs associated with such borrowings but the Board does not foresee any difficulty in repayment of borrowings, if any, that is used for the Proposed Share Buy-Back.

A4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back will enhance the earnings per share of the Company as the purchased Shares are not taken into consideration in the computation of the EPS which in turn is expected to have a positive impact on the share price of Daibochi shares.

The Proposed Share Buy-Back also allows the Company to take preventive measures against speculation particularly when its Shares are undervalued which would in turn stabilize the market price of Daibochi Shares and hence, enhance investors’ confidence. Other advantages of the Proposed Share Buy-Back are outlined in Section A2 on the “Rationale for the Proposed Share Buy-Back”.

However, the Proposed Share Buy-Back, if implemented will reduce the financial resources of the Daibochi Group and may result in the Daibochi Group foregoing future investment opportunities and/or any interest income that can be derived from deposit of funds in interest bearing instruments. 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 the Shares.

2

2

Nevertheless, the Board will be mindful of the interests of the Company and the shareholders in implementing the Proposed Share Buy-Back.

A5. TREATMENT OF SHARE BUY-BACK

Section 127 of the Act allows the treatment of purchased Shares to be cancelled upon purchase, held as treasury shares or a combination of both. Purchased Shares held as treasury shares may be distributed as share dividends, resold on Bursa Malaysia in accordance with the relevant rules of Bursa Malaysia or subsequently cancelled.

The treasury shares arising from the share buy-back shall be resold, if so determined by the Board, at a price that is:

(a) not less than the weighted average market price (WAMP) of Daibochi Shares for the past five (5) market days immediately preceding the date of the resale; or

(b) at a discount of not more than five percent (5%) to the five (5) market days WAMP of Daibochi Shares immediately prior to the resale, provided that: (i) the resale takes place not earlier than thirty (30) days from the date of purchase; and (ii) the resale price is not less than the cost of purchase of the shares being resold.

An immediate announcement will be made to Bursa Malaysia in respect of the intention of our Directors to either retain the purchased Shares or cancel them or a combination of both following any transactions executed pursuant to the approval granted under the Proposed Share Buy-Back.

A6. EFFECTS OF THE PROPOSED SHARE BUY-BACK

(a) Share Capital

The Proposed Share Buy-Back will have no effect on the total number of issued shares of Daibochi if all of the Shares purchased are held as treasury shares, but the rights attaching to the treasury shares as to voting, dividends and participation in the distribution or otherwise will be suspended.

The Proposed Share Buy-Back will reduce the total number of issued shares of the Company as follows if all of the Shares purchased are subsequently cancelled:

Scenario 1: Assuming that the outstanding 27,320,788 Warrants are not exercised. Scenario 2: Assuming that all the outstanding 27,320,788 Warrants are exercised.

Scenario 1 Scenario 2Total number of issued shares as at March 30, 2018 327,898,483 327,898,483Additional shares to be issued pursuant to the exercise of the outstanding Warrants - 27,320,788

Enlarged issued shares 327,898,483 355,219,271Less maximum number of Shares that may be purchased pursuant to the Proposed Share Buy-Back Note: total aggregate number of Shares which may be purchased shall not exceed ten percent (10%) of the total number of issued shares of Daibochi

(32,789,848) (35,521,927)

Issued Shares 295,108,635 319,697,344

(b) Earnings

The effect of the Proposed Share Buy-Back on the EPS of the Daibochi Group would depend on the effective funding cost to the Daibochi Group to finance the purchase of Daibochi Shares or any loss in interest income to the Company.

Assuming the purchased Shares are retained as treasury shares and resold, the effects on the EPS of the Daibochi Group will depend on the actual selling price, the number of treasury shares resold and the effective gain or interest savings arising from the exercise.

If the purchased Shares are cancelled, the Proposed Share Buy-Back will increase the EPS of the Daibochi Group provided the income foregone and/or interest expense incurred on the purchased Shares is less than the EPS before the Proposed Share Buy-Back.

3

3

(c) Net Assets

The effect of the Proposed Share Buy-Back on the NA of the Daibochi Group will depend on the purchase price(s) of the Daibochi Shares and the effective funding cost to the Daibochi Group to finance the purchase of Daibochi Shares or any loss in interest income to the Company.

The Proposed Share Buy-Back would reduce the consolidated NA per share of the Daibochi Group when the purchase price per Daibochi Share exceeds the NA per share at the time of purchase. Conversely, the consolidated NA per share of the Daibochi Group will increase at the time of purchase if the purchase price per share is less than the consolidated NA per share.

If the treasury shares are resold, the consolidated NA per share of the Daibochi Group would increase if the Company realizes a gain from the resale, and vice versa. However the quantum of the increase in NA will depend on the selling prices and the number of shares resold. If the treasury shares are distributed as share dividends, the NA per share of the Daibochi Group would decrease by the cost of the treasury shares.

(d) Dividends

Assuming the Proposed Share Buy-Back is implemented in full and the dividend quantum is maintained at historical levels, the Proposed Share Buy-Back will have the effect of increasing the dividend rate of the Company as a result of the reduction in the total number of issued shares in the Company.

(e) Working Capital

The Proposed Share Buy-Back will reduce the working capital of the Daibochi Group, the quantum of which will depend on the purchase price(s) of the Daibochi Shares and the number of shares purchased.

A7. IMPLICATIONS RELATING TO THE CODE

In the event that the Proposed Share Buy-Back results in any one of the substantial shareholder and/or persons acting in concert with him/her holding more than 33% of the voting shares of the Company, pursuant to the Code, the affected substantial shareholder and/or persons acting in concert with him/her will be obliged to make a mandatory offer for the remaining Shares not held by him/her.

In the event that the Proposed Share Buy-Back results in any one of the substantial shareholder and/or persons acting in concert with him/her who already holds more than 33% of the voting shares of the Company increasing by more than 2% in any six (6) months period, pursuant to the Code, the affected substantial shareholder and/or persons acting in concert with him/her will be obliged to make amandatory offer for the remaining Shares not held by him/her.

However, the affected substantial shareholder and/or persons acting in concert with him/her may apply for a waiver from the Securities Commission under Rule 4.15(1) of the Code. In this respect, the Board will be mindful of the potential implications relating to the Code.

A8. PUBLIC SHAREHOLDING SPREAD

As at March 30, 2018, the public shareholding spread of the Company was 75.5%. Assuming that the Proposed Share Buy-Back was carried out in full, the Shares so purchased are subsequently cancelled and that all the Shares so purchased are from the public shareholders of Daibochi and no Warrants are exercised, the public shareholding spread of the Company would be reduced to 72.8%.

The Directors will ensure that the Company complies with the public shareholding spread requirement and will not buy back shares if the purchase would result in the public shareholding spread requirement not being met.

4

4

A9. PURCHASES AND RESALE MADE IN THE PRECEDING TWELVE (12) MONTHS

The details of the purchases and re-sale of shares in the preceding twelve (12) months up to March 30, 2018 are as follows:

Purchases

Month/year Total number of shares

purchased

Purchase price per share Average price paid

(RM)Consideration paid (RM)

Lowest (RM) Highest (RM)

July 2017 127,500 2.18 2.29 2.24 283,024.79

August 2017 249,300 2.14 2.20 2.17 548,348.80

September 2017 107,800 2.17 2.23 2.20 237,751.07

October 2017 160,000 2.18 2.28 2.23 357,539.16

November 2017 531,000 2.18 2.23 2.21 1,182,664.11

December 2017 27,400 2.19 2.20 2.20 60,713.33

Total 1,203,000 2,670,041.26

Resale

Month/year Number of shares sold

Resale price per share Average resale price

(RM) Consideration received

(RM)Lowest

(RM) Highest (RM)November 2017 566,000 2.23 2.23 2.23 1,257,564.89

December 2017 409,600 2.26 2.29 2.28 922,441.58

Total 975,600 2,180,006.47

As at March 30, 2018, there were no shares held as treasury shares by the Company. No cancellation of Shares was made in the preceding twelve (12) months.

A10. HISTORICAL SHARE PRICES

The monthly highest and lowest prices of the Company as traded on the Main Market of Bursa Malaysia for the preceding twelve (12) months from April 2017 to March 30, 2018 are as follows:

High(RM)

Low(RM)

2017April 2.64 2.40May 2.77 2.50June 2.80 2.24July 2.35 2.18August 2.20 2.14September 2.25 2.11October 2.30 2.17November 2.26 2.15December 2.29 2.172018January 2.29 2.18February 2.41 2.18March 2.40 2.22

Last transacted market price on April 16, 2018 (the latest practicable date prior to printing of this Statement/Circular) - RM2.28.

Source: Bursa Malaysia

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PART B: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF NAME (PROPOSED CHANGE OF NAME)

B1. INTRODUCTION

The Board had on April 4, 2018 announced that the Company intends to seek shareholders’ approval for the Proposed Change of Name of the Company at the forthcoming 45th AGM.

This Circular serves to provide you with the relevant information on the Proposed Change of Name, to set out your Board’s recommendation thereon and to seek your approval for the special resolution in respect of the Proposed Change of Name.

B2. DETAILS AND RATIONALE OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name entails the change of the Company’s existing name from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad.”

The name change initiative seeks to enhance Daibochi’s corporate identity among its existing clientele and the flexible packaging industry. The omission of ‘Plastic And Packaging Industry’, which have been in use since 1972, is targeted at removing redundancies, as the Company’s primary business of flexible packaging is a well-established fact among its clientele consisting of major international and domestic companies in the consumer goods sectors.

Additionally, the proposed name, i.e. “Daibochi Berhad” is more succinct, readily recognizable and in line with existing market awareness and reference of the Company’s name.

The name change would be carried out alongside changes to the Company’s logo and corporate identity to reflect the Company’s progressive and innovative nature, which are important attributes in the global flexible packaging business. The new corporate identity is targeted to be implemented in stages in the current financial year ending December 31, 2018.

B3. EFFECTS OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name will not have any effect on the share capital of the Company and shall not have any material effect on the net assets, gearing and earnings per share of the Group.


None of the Directors or Substantial Shareholders of the Company or persons connected with them has any interest, direct or indirect, in the Proposed Change of Name.

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PART B: CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CHANGE OF NAME (PROPOSED CHANGE OF NAME)

B1. INTRODUCTION

The Board had on April 4, 2018 announced that the Company intends to seek shareholders’ approval for the Proposed Change of Name of the Company at the forthcoming 45th AGM.

This Circular serves to provide you with the relevant information on the Proposed Change of Name, to set out your Board’s recommendation thereon and to seek your approval for the special resolution in respect of the Proposed Change of Name.

B2. DETAILS AND RATIONALE OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name entails the change of the Company’s existing name from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad.”

The name change initiative seeks to enhance Daibochi’s corporate identity among its existing clientele and the flexible packaging industry. The omission of ‘Plastic And Packaging Industry’, which have been in use since 1972, is targeted at removing redundancies, as the Company’s primary business of flexible packaging is a well-established fact among its clientele consisting of major international and domestic companies in the consumer goods sectors.

Additionally, the proposed name, i.e. “Daibochi Berhad” is more succinct, readily recognizable and in line with existing market awareness and reference of the Company’s name.

The name change would be carried out alongside changes to the Company’s logo and corporate identity to reflect the Company’s progressive and innovative nature, which are important attributes in the global flexible packaging business. The new corporate identity is targeted to be implemented in stages in the current financial year ending December 31, 2018.

B3. EFFECTS OF THE PROPOSED CHANGE OF NAME

The Proposed Change of Name will not have any effect on the share capital of the Company and shall not have any material effect on the net assets, gearing and earnings per share of the Group.


None of the Directors or Substantial Shareholders of the Company or persons connected with them has any interest, direct or indirect, in the Proposed Change of Name.

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2. APPROVALS REQUIRED

The Proposals are subject to the following approvals:

(a) Proposed Share Buy-Back

The Proposed Share Buy-Back is subject to the approval being obtained from the shareholders of the Company at the forthcoming AGM.

(b) Proposed Change of Name

The use of the proposed name “Daibochi Berhad” was approved and reserved by CCM on March 24, 2018. The Proposed Change of Name is subject to the approval of the Company’s shareholders to be obtained at the forthcoming AGM.

The Proposed Change of Name, if approved by the shareholders of the Company, will take effect from the date of issuance of the Notice of Registration of New Name by CCM to the Company.

3. DIRECTORS’ RECOMMENDATION

The Board, after having considered all aspects of the Proposed Share Buy-Back and the Proposed Change of Name is of the opinion that the Proposals are in the best interests of the Company. Accordingly, the Board recommends that you vote in favour of the resolutions to be tabled at the forthcoming 45th AGM.

4. ANNUAL GENERAL MEETING

The resolutions in relation to the Proposed Share Buy-Back and Proposed Change of Name are incorporated in the Notice convening the 45th AGM set out in the Annual Report 2017. The AGM will be held at Bunga Melati, Level 7 Ramada Plaza Melaka Jalan Bendahara, 75100 Melaka, on Friday, June 8, 2018 at 11.30 a.m. for the purpose of considering and, if thought fit, passing the resolutions to give effect to the Proposals.

If you are unable to attend and vote in person at the AGM and wish to appoint a proxy to attend and vote on your behalf, you should complete, sign and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office at Kompleks Daibochi Plastic, Lot 3 & 7 Air Keroh Industrial Estate, Phase IV, 75450 Melaka not later than 24 hours before the time set for the AGM or any adjournment thereof. The completion and return of the Form of Proxy will not preclude you from attending and voting at the AGM in person should you subsequently wish to do so.

5. FURTHER INFORMATION

Shareholders are requested to refer to Appendix I for further information.

Yours faithfully For and on behalf of the Board of DAIBOCHI PLASTIC AND PACKAGING INDUSTRY BERHAD

HENG FU JOE Chairman and Independent Non-Executive Director

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APPENDIX I

FURTHER INFORMATION

1. Directors’ Responsibility Statement This Statement/Circular has been seen and approved by the Board members 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 herein misleading.

2. Documents for Inspection Copies of the following documents are available for inspection at the registered office of the Company during normal business hours from Mondays to Fridays [excluding public holidays] for the period commencing from the date of this Statement/Circular to the date of the forthcoming AGM:

(i) the Constitution of the Company; and

(ii) the audited financial statements of Daibochi Group for the financial years ended December 31, 2016 and December 31, 2017.

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APPENDIX II

EXTRACT OF RESOLUTIONS TO BE TABLED AT THE 45TH AGM OF THE COMPANY

Ordinary Resolution - Proposed Renewal of Share Buy-Back Authority

“THAT, subject always to Section 127 of the Companies Act 2016 (the Act), rules, regulations and orders made pursuant to the Act, provisions of the Company’s Constitution and the requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) and any other relevant authority, the Company be and is hereby authorised to purchase such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Malaysia upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company PROVIDED THAT:

(a) the total aggregate number of ordinary shares in the Company which may be purchased and/or held by the Company shall not exceed ten percent (10%) of the total number of issued shares of the Company as quoted on Bursa Malaysia as at the point of purchase, subject to a restriction that the issued share capital of the Company does not fall below the applicable minimum share capital requirement of Bursa Malaysia’s Listing Requirements;

(b) the maximum funds to be allocated by the Company for the purpose of purchasing the shares shall not exceed the Company’s latest audited retained earnings;

(c) the authority conferred by this resolution will commence immediately upon passing of this ordinary resolution and will continue to be in force until: (i) the conclusion of the next AGM at which time it shall lapse unless by ordinary resolution

passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or

(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever occurs first;

AND THAT, the Directors of the Company be and are hereby authorised to cancel all the shares or any part thereof so purchased or to retain all the shares so purchased as treasury shares (of which may be distributed as dividends to shareholders and/or resold on Bursa Malaysia and/or subsequently cancelled), or to retain part of the shares so purchased as treasury shares and cancel the remainder, and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, Bursa Malaysia’s ListingRequirements and any other relevant authorities for the time being in force.

AND THAT, the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations and/or amendments, as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Directors may deem fit and expedient in the best interest of the Company.” (Resolution 7)

Special Resolution - Proposed Change of Company’s Name from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad”

"THAT, the name of the Company be hereby changed from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad” with effect from the date of issuance of the Notice of Registration of New Name by the Companies Commission of Malaysia and that the name of the Company be amended accordingly wherever it appears in the Company’s Constitution (Proposed Change of Name).

“AND THAT, the Directors and/or Company Secretaries be and are hereby authorised to give effect to the Proposed Change of Name with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities.” (Resolution 8)

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APPENDIX II

EXTRACT OF RESOLUTIONS TO BE TABLED AT THE 45TH AGM OF THE COMPANY

Ordinary Resolution - Proposed Renewal of Share Buy-Back Authority

“THAT, subject always to Section 127 of the Companies Act 2016 (the Act), rules, regulations and orders made pursuant to the Act, provisions of the Company’s Constitution and the requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) and any other relevant authority, the Company be and is hereby authorised to purchase such amount of ordinary shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Malaysia upon such terms and conditions as the Directors may deem fit, necessary and expedient in the interest of the Company PROVIDED THAT:

(a) the total aggregate number of ordinary shares in the Company which may be purchased and/or held by the Company shall not exceed ten percent (10%) of the total number of issued shares of the Company as quoted on Bursa Malaysia as at the point of purchase, subject to a restriction that the issued share capital of the Company does not fall below the applicable minimum share capital requirement of Bursa Malaysia’s Listing Requirements;

(b) the maximum funds to be allocated by the Company for the purpose of purchasing the shares shall not exceed the Company’s latest audited retained earnings;

(c) the authority conferred by this resolution will commence immediately upon passing of this ordinary resolution and will continue to be in force until: (i) the conclusion of the next AGM at which time it shall lapse unless by ordinary resolution

passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or

(iii) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting;

whichever occurs first;

AND THAT, the Directors of the Company be and are hereby authorised to cancel all the shares or any part thereof so purchased or to retain all the shares so purchased as treasury shares (of which may be distributed as dividends to shareholders and/or resold on Bursa Malaysia and/or subsequently cancelled), or to retain part of the shares so purchased as treasury shares and cancel the remainder, and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, Bursa Malaysia’s ListingRequirements and any other relevant authorities for the time being in force.

AND THAT, the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations and/or amendments, as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Directors may deem fit and expedient in the best interest of the Company.” (Resolution 7)

Special Resolution - Proposed Change of Company’s Name from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad”

"THAT, the name of the Company be hereby changed from “Daibochi Plastic And Packaging Industry Bhd” to “Daibochi Berhad” with effect from the date of issuance of the Notice of Registration of New Name by the Companies Commission of Malaysia and that the name of the Company be amended accordingly wherever it appears in the Company’s Constitution (Proposed Change of Name).

“AND THAT, the Directors and/or Company Secretaries be and are hereby authorised to give effect to the Proposed Change of Name with full power to assent to any conditions, modifications, variations and/or amendments as may be required by the relevant authorities.” (Resolution 8)

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