Announcement Details :

2. DETAILS OF THE PROPOSALS

2.1 PROPOSED SHAREHOLDERS’ RATIFICATION

The purpose of the Proposed Shareholders’ Ratification is to seek ratification from the shareholders of TWPH for RRPT which have been entered into by the TWPH Group with the New Toyo International Holdings Ltd (“NTIH”) Group of Companies from July 2008 up to the date of the forthcoming AGM of the Company.

The related parties’ relationships which are involved in the abovementioned RRPT are as follows:-



Name of Company	Relationship
NTIH Group of Companies
(a) Paper Base Converting Sdn Bhd (“PBC”)	PBC, a company incorporated in Malaysia, is a wholly-owned subsidiary of New Toyo Lamination (M) Pte Ltd (“New Toyo Lamination”), which in turn, is a wholly-owned subsidiary of NTIH. NTIH is also the ultimate holding company of TWPH.
(b) Toyoma Aluminium Foil Packaging Sdn Bhd (“TAF”)	TAF, a company incorporated in Malaysia, is a 30%-owned associate company of NTIH and 40%-owned by Tengku Tan Sri Dr Mahaleel bin Tengku Ariff (“Tengku Mahaleel”), a Director of TWPH.
(c) Toyo (Viet) Paper Product Co Ltd (“TVPP”)	TVPP, a company incorporated in Vietnam, is a wholly-owned subsidiary of New Toyo Aluminium Paper Product Co., (Pte) Ltd which in turn is a wholly-owned subsidiary of NTIH.
(d) New Toyo International Co (Pte) Ltd (“NTIT”)	NTIT, a company incorporated in Singapore, is a wholly-owned subsidiary of NTIH.

2.2 PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

The purpose of the Proposed Renewal of Shareholders’ Mandate is to seek a renewal of the previous mandate from the shareholders of TWPH for RRPT at the forthcoming AGM of the Company.

3. RATIONALE OF THE PROPOSALS

The RRPT to be entered into by the TWPH Group with the related parties are all conducted in the ordinary course of business. They are recurring transactions of a revenue or trading nature which are likely to occur with some degree of frequency and could arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case-to-case basis before entering into such related party transactions. Therefore, the Board is seeking the shareholders’ mandate pursuant to Paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) to allow the TWPH Group to enter into such RRPT, details of which will be set out accordingly in the Circular to Shareholders to be despatched in due course.

Consequently, this will eliminate the need to make regular announcements to Bursa Securities and to convene separate general meetings from time to time to seek shareholders’ approval as and when the need arises. Also, it would substantially reduce administrative time, inconvenience and expenses associated with the making of such announcements and the convening of such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to the TWPH Group.

The sale of products to the NTIH Group of Companies, when they occur, would contribute positively towards the TWPH Group’s revenue and profitability. Meanwhile, the purchase of aluminium foil laminated paperboard and other raw materials from the NTIH Group is more cost effective and are consistently of acceptable quality and at market competitive prices. The rental of warehouse, which is at a close proximity to our major customer, from TAF is at the market rental rate. The sales of printed tobacco folding cartons are transacted at market competitive prices and are custom made to address the needs of NTIT’s existing customer. The outsourcing of administrative services will help to eliminate the high cost of setting up and managing an office in Hong Kong.

4. FINANCIAL EFFECTS

The RRPT do not have any material effect on the issued and paid-up share capital and substantial shareholders’ shareholdings in TWPH. Further, the RRPT will not have any material effect on the earnings, earnings per share as well as the net assets of the TWPH Group.

5. APPROVAL REQUIRED

Save for the approval of the Board for the RRPT and the shareholders’ approval on the Proposals, TWPH does not require any other approvals from the authorities for the Proposals.

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

The direct and indirect shareholdings of the interested Directors and major shareholders in TWPH as at 4 May 2009 are as follows:-



	Direct		Indirect
	No. of TWPH shares	%	No. of TWPH shares	%
Interested Directors
Tengku Mahaleel	-	-	-	-
Gary Yen	-	-	-	-
Interested Major Shareholders
NTIH	-	-	37,139,400(a)	53.88
Tien Wah Holdings (1990) Sdn Bhd (“TWH1990”)	16,537,500	23.99	-	-
Singapore Pacific Investments Pte Ltd (“SPI”)	20,601,900	29.89	-	-
Yen Wen Hwa @ Ngan Tzee Manh	-	-	37,139,400(b)	53.88
Lu Le Nhi	-	-	37,139,400(c)	53.88
Yen & Son Holdings Pte Ltd (“YSH”)	-	-	37,139,400(d)	53.88
New Toyo Lamination	-	-	16,537,500(e)	23.99


Notes:-

(a) Deemed interested by virtue of its shareholdings in SPI and TWH1990 via its wholly-owned subsidiary, New Toyo Lamination pursuant to Section 6A of the Act.

(b) Deemed interested by virtue of his shareholdings in YSH and NTIH pursuant to Section 6A of the Act.

(c) Deemed interested through shares held by her spouse, Yen Wen Hwa @ Ngan Tzee Manh and her shareholdings in YSH and NTIH pursuant to Section 6A of the Act.

(d) Deemed interested by virtue of its shareholdings in NTIH.

(e) Deemed interested by virtue of its shareholdings in TWH1990 pursuant to Section 6A of the Act.

Tengku Mahaleel and Mr. Gary Yen are Directors of both TWPH and NTIH, the ultimate holding company. Tengku Mahaleel is a Director and a major shareholder of TAF. Mr. Gary Yen is a Director of New Toyo Lamination and New Toyo Pulppy (Hong Kong) Limited ("NTP"). Mr. Gary Yen is a major shareholder of NTP via his shareholdings in Greeting Tomt Limited. They are all persons connected to NTIH. Therefore, Tengku Mahaleel and Mr. Gary Yen are deemed interested in the Proposals (“Interested Directors”).

The aforementioned interested Directors had abstained and will continue to abstain from all deliberations and voting in relation to the Proposals at the Company’s Board meetings.

Save as disclosed above, none of the other Directors and/or Major Shareholders or any persons connected with the Directors and/or Major Shareholders have any interest, direct or indirect, in the Proposals.

7. STATEMENT BY THE BOARD OF DIRECTORS

The Board, save for the Interested Directors who have abstained and will continue to abstain from all deliberations and voting on the Proposals at the relevant Board Meetings, having taken into consideration all aspects of the Proposals, is of the opinion that the Proposals are in the best interest of the TWPH Group.

This announcement is dated 11 May 2009.