ASIA POWER CORPORATION LIMITED 
By NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of ASIA POWER CORPORATION LIMITED will be held at 65 Chulia Street, Peach Garden, The Executives' Club, OCBC Centre #33-01, Singapore 049513 on 27 April 2012 at 9:30am for the following purposes:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for
the financial year ended 31 December 2011 and the Reports of
the Directors and the Auditors thereon. (Resolution 1)
2. To approve the payment of Directors' fees of S$262,500 for
the financial year ended 31 December 2011 (2010: S$235,000)
3. To re-elect Mr Li Tianfei who is retiring by rotation
pursuant to Article 91 of the Company's Articles of
Association, and who, being eligible, offers himself for
re-election. (Resolution 3)
4. To re-elect Mr Ng Fook Ai, Victor who is retiring by
rotation pursuant to Article 91 of the Company's Articles of
Association, and who, being eligible, offers himself for
re-election.
Mr Ng Fook Ai, Victor will, upon re-election as a Director of
the Company, remain as Chairman of the Audit Committee and as
a member of the Nominating Committee and Remuneration
Committee.
Mr Ng Fook Ai, Victor will be considered independent for the
purposes of Rule 704(8) of the Listing Manual of the
Singapore Exchange
Securities Trading Limited (the "SGX-ST"). (Resolution 4)
5. To re-elect Mr Tian Aimin who is retiring by rotation
pursuant to Article 91 of the Company's Articles of
Association, and who, being eligible, offers himself for
re-election.
Mr Tian Aimin will, upon re-election as a Director of the
Company, remain as a member of the Remuneration Committee.
(Resolution 5)
6. To re-appoint Deloitte & Touche LLP as the Auditors of the
Company until the next Annual General Meeting of the Company
and to authorise the Directors to fix their remuneration.
(Resolution 6)
To consider and, if thought fit, to pass the following
ordinary resolutions with or without modifications:
7. Authority to allot and issue Shares
"That:
(a) pursuant to Section 161 of the Companies Act, Cap. 50
(the "Companies Act") and the listing rules of the SGX-ST,
authority be and is hereby given to the Directors of the
Company to:
(i) issue shares in the capital of the Company ("Shares")
whether by way of rights, bonus or otherwise; and/or
(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) warrants,
debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors 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 in
pursuance of any
Instrument made or granted by the Directors while this
Resolution was in force, provided that:-
(i) the aggregate number of Shares to be issued pursuant to
this Resolution (including Shares to be issued in pursuance
of Instruments made or granted pursuant to this Resolution)
(the "Share Issues") shall not exceed fifty per cent (50%) of
the Company's total number of issued Shares (excluding
treasury shares) (as calculated in accordance with
sub-paragraph (ii) below), of which the aggregate number of
Shares to be issued other than on a pro-rata basis to
existing shareholders of the Company (including Shares to be
issued in pursuance of Instruments made or granted pursuant
to this Resolution) shall not exceed twenty per cent (20%) of
the Company's total number of issued Shares (excluding
treasury shares) (as calculated in accordance with
sub-paragraph (ii) below);
(ii) (subject to such manner of calculation as may be
prescribed by the SGX-ST) for the purpose of determining the
aggregate number of Shares that may be issued under
sub-paragraph (i) above, the percentage of issued Shares
(excluding treasury shares) shall be based on the Company's
total number of issued Shares (excluding treasury shares) at
the time this Resolution is passed, after adjusting for:
(A) any new Shares arising from the conversion or exercise of
any convertible securities;
(B) any new Shares arising from exercising share options or
vesting of share awards which are outstanding or subsisting
at the time that this Resolution is passed; and
(C) any subsequent bonus issue, consolidation or subdivision
of Shares;
(iii) in exercising the authority conferred by this
Resolution, the Company shall comply with the requirements
imposed by the SGX- ST from time to time and the provisions
of the Listing Manual of the SGX-ST for the time being in
force (in each case, unless compliance has been waived by the
SGX-ST), all applicable legal requirements under the
Companies Act and otherwise, and the Articles of Association
for the time being of the Company; and
(iv) such authority shall, unless revoked or varied by the
Company in 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."
(See Explanatory Note 1)
8. Authority to grant awards and allot and issue Shares
pursuant to the Asia Power Performance Share Scheme (the
"Performance
"That the Directors be and are hereby authorised to grant
awards in accordance with the provisions of the Performance
Scheme ("Awards"), and pursuant to Section 161 of the
Companies Act to allot and issue from time to time such
number of fully-paid Shares as may be required to be issued
pursuant to the vesting of the Awards under the Performance
Scheme, provided always that the aggregate number of Shares
to be issued pursuant to the Performance Scheme (including
any other share option or any share schemes of the Company
currently being in force) shall not exceed fifteen per cent
(15%) of the Company's total number of issued Shares
(excluding treasury shares) from time to time." (See
Explanatory Note 2)
9. Authority to offer and grant options and to allot and
issue Shares pursuant to the Asia Power Share Option Scheme
2010 (the
"That the Directors be and are hereby authorised to offer and
grant options in accordance with the rules of the Option
Scheme, and pursuant to Section 161 of the Companies Act, to
allot and issue from time to time such number of Shares as
may be required to be issued pursuant to the exercise of the
options in accordance with the rules of the Option Scheme,
provided always that the aggregate number of Shares to be
issued pursuant to the Option Scheme (including any other
share option or any share schemes of the Company currently
being in force) shall not exceed fifteen per cent (15%) of
the Company's total number of issued Shares (excluding
treasury shares) from time to time".
(See Explanatory Note 2)
10. The Proposed Renewal of the Share Buyback Mandate
That:-
(a) for the purposes of the Companies Act, the exercise by
the Directors of the Company of all the powers of the Company
to purchase or otherwise acquire Shares not exceeding in
aggregate the Prescribed Limited (as hereafter defined), at
such price(s) as may be determined by the Directors of the
Company from time to time up to the Maximum Price (as
hereafter defined), whether by way of:
(i) market purchases (each a "Market Purchase") on the
SGX-ST; and/or
(ii) off-market purchases (each an "Off-Market Purchase") in
accordance with any equal access schemes as may be determined
or formulated by the Directors of the Company as they
consider fit, which schemes shall satisfy all the conditions
prescribed by the Companies Act,
and otherwise in accordance with all other laws and
regulations, including but not limited to, provisions of the
Companies Act and listing rules of the SGX-ST as may for the
time being be applicable, be and is hereby authorised and
approved generally and unconditionally (the "Share Buyback
Mandate");
(b) unless varied or revoked by the Company in a General
Meeting, the authority conferred on the Directors of the
Company pursuant to the Share Buyback Mandate may be
exercised by the Directors at any time and from time to time
during the period commencing from the passing of this
Resolution and expiring on the earliest of:
(i) the date on which the next Annual General Meeting of the
Company is held or required by law to be held; (ii) the date
on which the share buybacks are carried out to the full
extent mandated; and
(iii) the date on which the authority contained in the Share
Buyback Mandate is varied or revoked; (c) in this Resolution:
"Prescribed Limit" means that number of Shares representing ten per cent. (10%) of the issued Shares at the date of passing of this Resolution unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of issued Shares shall be taken to be the total number of issued Shares as altered (excluding any treasury shares that may be held by the Company from time to time);
"Relevant Period" means the period commencing from the date on which the last Annual General Meeting of the Company was held and required by law to held and expiring on the date the next Annual General Meeting of the Company is held or is required by law to be held, whichever is the earlier, after the date of this Resolution; and
"Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of a Market Purchase, one hundred and five
per cent. (105%) of the Average Closing Price; and
(ii) in the case of an Off-Market Purchase, one hundred and
fifteen per cent. (115%) of the Average Closing Price, where:
"Average Closing Price" means the average of the closing market prices of a Share over the last five (5) Market Days (a "Market Day" being a day on which the SGX-ST is open for trading in securities), on which transactions in the Shares were recorded, preceding the day on which the purchase or acquisition of Shares was made, and deemed to be adjusted for any corporate action that occurs after the relevant five (5) Market Days; and
(d) the Directors of the Company and/or any of them be and
are hereby authorised to complete and do all such acts and
things (including executing such documents as may be
required) as they and/or any of them may consider expedient,
necessary, incidental or in the interests of the Company to
give effect to the transactions contemplated by this
Resolution.
(See Explanatory Note 3) By Order of the Board
Teo Meng Keong
Company Secretary
12 April 2012
1. A Member entitled to attend and vote at the Meeting is
entitled to appoint up to two proxies to attend and vote in
his stead. A proxy does not need to be a member of the
Company.
2. If the appointor is a corporation, the instrument
appointing a proxy must be executed under seal or the hand of
its duly authorised officer or attorney.
3. The instrument appointing a proxy must be deposited at the
Registered Office of the Company at 24 Raffles Place, #27-03
Clifford Centre, Singapore 048621 not less than forty-eight
(48) hours before the time appointed for holding the Meeting.
1. Ordinary Resolution 7, if passed, will authorise the
Directors of the Company to, from the date of the passing of
Ordinary Resolution
7 to the date of the next Annual General Meeting, issue
Shares and to make or grant instruments (such as warrants or
debentures) convertible into Shares, and to issue Shares in
pursuance of such instruments, up to an amount not exceeding
in total fifty per cent (50%) of the total number of issued
Shares (excluding treasury shares), with a sub-limit of
twenty per cent (20%) of the total number of issued Shares
(excluding treasury shares) for issues other than on a
pro-rata basis to existing shareholders of the Company. For
the purpose of determining the aggregate number of Shares
that may be issued, the percentage of issued Shares shall be
based on the total number of issued Shares (excluding
treasury shares) in the capital of the Company at the time
that Ordinary Resolution 7 is passed, after adjusting
for:-
(a) any new Shares arising from the conversion or exercise of
any convertible securities;
(b) any new Shares arising from exercising share options or
vesting of share awards which are outstanding or subsisting
at the time that
Ordinary Resolution 7 is passed; and
(c) any subsequent bonus issue, consolidation or sub-division
of Shares.
In exercising the authority conferred by Ordinary Resolution
7, the Company shall comply with the requirements of the
SGX-ST (unless waived by the SGX-ST), all applicable legal
requirements and the Company's Articles of Association. This
authority, will, unless revoked or varied at a General
Meeting, expire at 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.
2. Ordinary Resolutions 8 and 9, if passed, will authorise
the Directors to:-
(a) grant Awards pursuant to the Performance Scheme and to
allot and issue new Shares pursuant to the Performance
Scheme; and
(b) allot and issue shares pursuant to the Option Scheme
which was approved at the Extraordinary General Meeting held
on 26 April
2010,
provided that the aggregate number of new Shares to be
allotted and issued in respect of the above, shall not exceed
in total fifteen per cent (15%) of the Company's total number
of issued Shares (excluding treasury shares) from time to
time.
3. Ordinary Resolution 10, if passed, renews the Share
Buyback Mandate authorising the Directors of the Company to
buy back Shares by way of on-market purchase(s) and/or
off-market purchase(s) according to prescribed rules and
regulations governed by the Companies Act and the Listing
Manual of the SGX-ST.
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