AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
10.
Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Cap. 50 and Rule
806 of the Listing Manual of the Singapore Exchange Securities Trading Limited
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited (“
SGX-ST
”), the Directors of the Company be authorised and empowered to:
(A)
(i)
issue shares in the Company (“
shares
”) whether by way of rights, bonus or otherwise;
(ii)
make or grant offers, agreements or options (collectively, “
Instruments
”) that might or would require shares to
be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants,
debentures or other instruments convertible into shares;
(iii)
issue additional Instrument arising from adjustments made to the number of Instruments previously issued in
the event of rights, bonus or capitalization issues;
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the
Company may in their absolute discretion deem fit; and
(B)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant to
any Instrument made or granted by the Directors of the Company while this Resolution was in force,
provided that:
(1)
the aggregate number of shares (including shares to be issued pursuant to the Instruments, made or granted pursuant
to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed fifty per centum (50%) of
the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a
pro rata basis to existing shareholders of the Company shall not exceed twenty per centum (20%) of the total number of
issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph
(2) below);
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number
of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and
Instruments shall be based on the number of issued shares (excluding treasury shares) in the capital of the Company at
the time of the passing of this Resolution, after adjusting for:
(a)
new shares arising from the conversion or exercise of the Instruments or any convertible securities;
(b)
new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the
time of the passing of this Resolution; and
(c)
any subsequent bonus issue, consolidation or subdivision of shares;
(3)
in exercising the authority conferred by this Resolution, the Company shall comply with the rules, guidelines and measures
issued by the SGX-ST for the time being inforce (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; and
(4)
unless revoked or varied by the Company in General Meeting, the authority conferred by this Resolution shall continue in
force (i) until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is the earlier or (ii) in the case of shares to be
issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares
in accordance with the terms of the Instruments.
[See Explanatory Note (iv)]
(Resolution 11)
NOTICE OF ANNUAL GENERAL MEETING
Hock Lian Seng Holdings Limited
Annual report 2014
108
