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ANNUAL REPORT 2015
** This is consequent upon the repeal of Section 153 of the Companies Act, Cap. 50, with effect from
3 January 2016. The resolution passed pursuant to Section 153(6) at last year’s Annual General
Meeting (as Section 153 was then still in force) permitted the re-appointment of a Director, being over
70 years of age, to hold office as a Director of the Company, only until this Meeting. Resolutions 3 to
6, respectively, are to approve and authorise the continuation of the relevant Director in office, as a
Director of the Company, from the date of this Meeting onwards without limitation in tenure save for
prevailing applicable laws, listing rules and/or regulations, including the Company’s Constitution.
Please refer to the ‘Board of Directors’ section of the Company’s Annual Report 2015 for information
on the current directorships in other listed companies and principal commitments of these Directors.
Resolution 7
Dr Chew Kia Ngee is a Chartered Accountant with about 40 years’ experience in the public accounting
profession. Please refer to the ‘Board of Directors’ section of the Company’s Annual Report 2015 for
information on the current directorships in other listed companies and principal commitments of Dr Chew.
Resolution 8
Mr Peter Sim is a practising lawyer with more than 30 years of legal practice. Please refer to the ‘Board of
Directors’ section of the Company’s Annual Report 2015 for information on the current directorships in
other listed companies and principal commitments of Mr Sim.
Resolution 10
The Audit Committee undertook a review of the fees and expenses of the audit and non-audit services
provided by the external auditor, PricewaterhouseCoopers LLP. It assessed whether the nature and extent of
the non-audit services might prejudice the independence and objectivity of the auditor before confirming
its re-nomination. It was satisfied that such services did not affect the independence of the external auditor.
Resolution 11
is to authorise the Directors to allot and issue shares pursuant to the 2002 Scheme which was approved at
the Extraordinary General Meeting of the Company on 22 May 2002 and extended for another five years
by shareholders at the Annual General Meeting of the Company on 20 April 2011. A copy of the Rules of
the 2002 Scheme is available for inspection by shareholders during normal business hours at the registered
office of the Company at 401 Commonwealth Drive, #03-03 Haw Par Technocentre, Singapore 149598.
Shareholders who are eligible to participate in the Scheme shall abstain from voting.
Although the Rules of the 2002 Scheme provide that the maximum aggregate number of shares which may
be issued under the 2002 Scheme is limited to fifteen per cent (15%) of the total number of issued shares
of the Company, Resolution 11 provides for a lower limit, namely, five per cent (5%) of the total number of
issued shares of the Company, as the Company does not anticipate that it will require a higher limit before
the next Annual General Meeting.
Resolution 12
is to authorise the Directors to issue shares and to make or grant instruments (such as warrants, debentures
or other securities) convertible into shares, and to issue shares in pursuance of such instruments from the
date of this Meeting until the date the next Annual General Meeting of the Company is held or required by
law to be held, whichever is the earlier, unless such authority is earlier revoked or varied by the shareholders
of the Company at a general meeting. The aggregate number of shares which the Directors may issue
(including shares to be issued pursuant to convertibles) under ordinary Resolution 12 must not exceed fifty
per cent (50%) of the total number of issued shares (excluding treasury shares) with a sub-limit of fifteen
per cent (15%) for issues other than on a pro rata basis. For shareholders’ information, this fifteen per cent
(15%) limit is lower than the twenty per cent (20%) presently permitted under the listing rules of the SGX-
ST. For the purpose of determining the aggregate number of shares that may be issued, the total number
of issued shares (excluding treasury shares) will be calculated as described.
Resolution 13
is to adopt a new Constitution in substitution for, and replacement of, the Company’s existing Constitution.
The new Constitution contains regulations that take into account the wide-ranging changes to the
Companies Act, Cap. 50 introduced by the Companies (Amendment) Act 2014 and other updates to the
regulatory framework. Please refer to the Letter to Shareholders for more details.
NOT I C E O F ANNUA L G E N E R A L ME E T I NG
(CONTINUED)
