GIKEN SAKATA (S) LIMITED (Incorporated in the Republic of Singapore) (Company registration No. 197903879W) (the "Company")
Notice of Annual General MeetingNOTICE IS HEREBY GIVEN that the Thirty-First Annual General Meeting of the Company will be held at No. 7 Second Chin Bee Road, Singapore 618774 on the 28th day of December 2011 at 10.00 a.m. for the following purposes:
Ordinary Business
1. To receive and adopt the Audited Accounts of the Company
for the year ended 31 August 2011 together with the Reports
of the Directors and Auditors of the Company. (Resolution
1)
2. To approve the payment of Directors' Fees for the year
ended 31 August 2011. (Resolution 2)
3. To re-appoint Mr Chin Siew Gim, a Director of the Company
retiring under Section 153(6) of the Companies Act, Cap. 50,
to hold office from the date of this Annual General Meeting
until the next Annual General Meeting of the Company.
(See Explanatory Note 1) (Resolution 3)
4. To re-elect the following Directors of the Company
retiring pursuant to Article 91 of the Articles of
Association of the Company:
(i) Mr Chua Khing Seng
(See Explanatory Note 2) (Resolution 4a)
(ii) Professor Lai Kim Fatt
(See Explanatory Note 3) (Resolution 4b)
5. To re-appoint BDO LLP as the Auditors of the Company and
to authorise the Directors of the
Company to fix their remuneration. (Resolution 5)
6. To transact any other ordinary business which may properly
be transacted at an Annual General
Meeting.
To consider and if thought fit, to pass the following
Resolutions as Ordinary Resolutions, with or without any
modifications:
7. Authority to issue shares up to 50 per centum (50%) of the
issued shares in the capital of the
That pursuant to Section 161 of the Companies Act, Cap. 50
and Rule 806 of Section B of the Singapore Exchange
Securities Trading Limited Listing Manual: Rules of Catalist
(the "Catalist Rules"), the Directors of the Company be
authorized and empowered to allot and issue shares and
convertible securities in the capital of the Company (whether
by way of rights, bonus or otherwise) 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 the shares (including
shares to be issued in accordance with the terms of
convertible securities issued, made or granted pursuant to
this Resolution) to be allotted and issued pursuant to this
Resolution shall not exceed fifty per centum (50%) of the
total number of issued shares in the capital of the Company
at the time of the passing of this resolution, of which the
aggregate of shares and convertible securities to be issued
other than on a pro rata basis to all shareholders of the
Company shall not exceed twenty per centum (20%) of the total
number of issued shares in the capital of the Company and
that such authority shall, unless revoked or varied by the
Company in general meeting, continue in force (i) until the
conclusion of the Company's next Annual General Meeting or
the date by which the next Annual General Meeting of the
Company is required by the law to be held, whichever is
earlier or (ii) in the case of shares to be issued in
accordance with the terms of convertible securities issued,
made or granted pursuant to this Resolution, until the
issuance of such shares in accordance with the terms of such
convertible securities.
(See Explanatory Note 4) (Resolution 6)
8. Renewal of Shareholders' Mandate for Interested Person
Transactions
That for the purpose of Chapter 9 of Section B of the
Singapore Exchange Securities Trading Limited
Listing Manual: Rules of Catalist:
(a) approval be given for the renewal of the mandate for the
Company, its subsidiaries and associated companies or any of
them to enter into any of the transactions falling within the
types of Interested Person Transactions as set out in the
Appendix to the Notice of Annual General Meeting dated 12
December 2011 (the "Appendix") with any party who is of the
class of Interested Persons described in the Appendix,
provided that such transactions are carried out on normal
commercial terms and in accordance with the review procedures
of the Company for such Interested Person Transactions as set
out in the Appendix (the "Shareholders' Mandate");
(b) the Shareholders' Mandate shall, unless revoked or varied
by the Company in a general meeting, continue in force 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
earlier; and
(c) authority be given to the Directors of the Company to
complete and do all such acts and things (including executing
all such documents as may be required) as they may consider
necessary, desirable or expedient to give effect to the
Shareholders' Mandate as they may think fit.
(See Explanatory Note 5) (Resolution 7)
Dated this 12th day of December 2011
By Order of the Board
Ng Say Tiong
Company Secretary
1. The effect of the Ordinary Resolution 3 in item 3 above is
to re-appoint a director of the Company who is over 70 years
of age. The Ordinary Resolution 3 in item 3 above, if passed,
Mr Chin Siew Gim will remain as the Chairman of the Audit
Committee, Nominating Committee and Remuneration Committee
respectively and will be considered independent
2. The Ordinary Resolution 4a in item 4 above, if passed, Mr
Chua Khing Seng will remain as a member of the Audit
Committee and Remuneration Committee respectively and will be
considered independent.
3. The Ordinary Resolution 4b in item 4 above, if passed,
Professor Lai Kim Fatt will remain as a member of the Audit
Committee, Nominating Committee and Remuneration Committee
respectively and will be considered independent.
4. The Ordinary Resolution 6 in item 7 above, if passed, will
empower the Directors from the date of this Meeting until the
date of the next Annual General Meeting or the date by which
the next Annual General Meeting is required by law to be held
or when varied or revoked by the Company in general meeting,
whichever is the earlier, to allot and issue shares and
convertible securities in the Company. The number of shares
and convertible securities that the Directors may allot and
issue under this resolution would not exceed fifty per centum
(50%) of the total number of issued shares of the Company at
the time of passing this resolution. For issue of shares and
convertible securities other than on a pro rata basis to all
shareholders, the aggregate number of shares and convertible
securities to be issued shall not exceed twenty per centum
(20%) of the total number of issued shares of the
Company.
For the purpose of this resolution, the percentage of issued
shares is based on the total number of issued shares at the
time this proposed Ordinary Resolution is passed after
adjusting for new shares arising from the conversion or
exercise of convertible securities, the exercise of share
options or the vesting of share awards outstanding or
subsisting at the time when this proposed Ordinary Resolution
is passed and any subsequent bonus issue, consolidation or
subdivision of shares.
5. The Ordinary Resolution 7 in item 8 above, if passed, will
authorise the Interested Person Transactions as described in
the Appendix to the Notice of Annual General Meeting and
recurring in the year and will empower the Directors to do
all acts necessary to give effect to the Shareholders'
Mandate. This authority will, unless previously revoked or
varied by the Company in a general meeting, expire at 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.
1. A Member entitled to attend and vote at the Annual General
Meeting (the "Meeting") is entitled to appoint a proxy to
attend and vote in his/her stead. A proxy need not be a
Member of the Company.
2. The instrument appointing a proxy must be deposited at the
Registered Office of the Company at 50
Raffles Place #32-01 Singapore Land Tower, Singapore 048623,
not less than forty-eight (48) hours before the time
appointed for holding the Meeting.
This announcement has been prepared by the Company and its
contents have been reviewed by the company's Sponsor,
Stamford Corporate Services Pte Ltd, for compliance with the
relevant rules of Singapore Exchange Securities Trading
Limited ("SGX-ST"). The Company's Sponsor has
not independently verified the contents of this
announcement.
This announcement has not been examined or approved by SGX-ST
and SGX-ST assumes no responsibility for the contents of this
document, including the correctness of any of the statements
or opinions made or reports contained in this
announcement.
The contact person for the Sponsor is Mr Bernard Lui. Tel:
(65) 6389 3000
Email: bernard.lui@stamfordlaw.com.sg
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