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    Y45   SG1T17929525

SMI VANTAGE LIMITED

(Y45)
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Annual General Meeting::Voluntary

11/30/2021 | 10:51am EDT

SMI VANTAGE LIMITED

Registration No.: 200505764Z

(Incorporated in the Republic of Singapore)

(the "Company")

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of SMI VANTAGE LIMITED (the "Company") will be held by way of electronic means on Wednesday, 15 December 2021 at 2.00 p.m., for the following purposes:

AS ORDINARY BUSINESS:

1.

To receive and adopt the Directors' Statement and the Audited Financial

(Resolution 1)

Statements for the financial year ended 31 March 2021 together with the

Independent Auditors' Report thereon.

2.

To approve the payment of Directors' fees of

S$160,000

[CYL(S1]

for the financial

(Resolution 2)

year ended 31 March 2021. (2020: S$160,000)

3.

To re-elect and Mr Ho Kwok Wai, a Director who is retiring under Article 91 of

(Resolution 3)

the Company's Constitution and who being eligible, will offer himself for re-

election. (see explanatory note 1)

4.

To re-elect and Mr Wong Yen Siang, a Director who is retiring under Article

(Resolution 4)

91 of the Company's Constitution and who being eligible, will offer himself for

re-election. (see explanatory note 1)

5.

That, subject to and contingent upon the passing of Resolution 6 and in

(Resolution 5)

accordance with Rule 210(5)(d)(iii)(A) of the Listing Manual of the SGX-ST

which takes effect from 1 January 2022:

(a) the continued appointment of Mr Wong Yen Siang as an independent

director of the Company be and is hereby approved; and

(b) this Resolution shall continue in force until the earlier of (i) the retirement

or resignation of Mr Wong Yen Siang as a director of the Company or (ii)

the conclusion of the third annual general meeting of the Company

following the passing of this Resolution. (see explanatory note 2)

6.

That, subject to and contingent upon the passing of Resolution 5 and in

(Resolution 6)

accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST

which takes effect from 1 January 2022: (a) the continued appointment of

Mr Wong Yen Siang as an independent director of the Company be and is

hereby approved; and (b) this Resolution shall continue in force until the

earlier of (i) the retirement or resignation of Mr Wong Yen Siang as a director

of the Company or (ii) the conclusion of the third annual general meeting of

the Company following the passing of this Resolution. (see explanatory note

2)

7.

To note the retirement of auditors, RSM Chio Lim LLP.

(Resolution 7)

1

SMI VANTAGE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following as Ordinary Resolutions with or without any modifications:

8. Authority to Allot and Issue Shares

(Resolution 8)

"(A) That, pursuant to Section 161 of the Companies Act, Chapter 50, and the listing rules of the Singapore Exchange Securities Trading Limited ("SGX- ST"), approval be and is hereby given to the Directors of the Company to:

    1. issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
    2. make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, "Instruments") including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares; and/or
    3. issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues, at any time to such persons and upon such terms and for such purposes as the Directors of the Company may in their absolute discretion deem fit; and
  1. (notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while the authority was in force,

provided always that

  1. 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) does not exceed 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) of the Company (as calculated in accordance with sub- paragraph (b) below), of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro rata basis to shareholders of the Company does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) of the Company (as calculated in accordance with sub-paragraph
    (b) below);
  2. (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 (a) above, the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings, if any) of the Company at the time this Resolution is passed, after adjusting for:

SMI VANTAGE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

  1. new shares arising from the conversion or exercise of any convertible securities;
    1. new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed; and
    2. any subsequent bonus issue, consolidation or subdivision of shares;
  1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX- ST) and the Constitution of the Company; and unless revoked or varied by the Company in general meeting, such authority shall 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 the earlier."

(see explanatory note 3)

  1. Authority to allot and issue shares pursuant to the awards granted under SMI Performance Share Plan
    "That, pursuant to Section 161 of the Companies Act, approval be and is hereby given to the Directors to allot and issue from time to time such number of shares as may be required to be issued pursuant to the vesting of the awards under SMI Performance Share Plan ("SMI PSP"), provided always that the aggregate number of shares to be allotted and issued pursuant to SMI PSP, when aggregated together with shares to be allotted and issued pursuant to any other existing employee share schemes of the Company shall not exceed 15 per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) from time to time."
    (see explanatory note 4)
  2. Authority to allot and issue shares pursuant to the exercise of options under SMI Employee Share Option Scheme
    "That, pursuant to Section 161 of the Companies Act, approval be and is hereby given to the Directors to allot and issue from time to time such number of shares as may be required to be issued pursuant to the vesting of the options under SMI Employee Share Option Scheme ("SMI ESOS"), provided always that the aggregate number of shares to be allotted and issued pursuant to SMI ESOS, when aggregated together with shares to be allotted and issued pursuant to any other existing employee share schemes of the Company shall not exceed 15 per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) from time to time."
    (see explanatory note 5)
  3. To transact any other business that may be properly transacted at an Annual General Meeting.

(Resolution 9)

(Resolution 10)

SMI VANTAGE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

BY ORDER OF THE BOARD

Lee Wei Hsiung

Wang Shin Lin, Adeline

Company Secretaries

Singapore

30 November 2021

EXPLANATORY NOTES:

1. Mr Wong Yen Siang will, upon re-election as a Director of the Company, remain as a Chairman of Audit Committee, a member of the Nominating Committee and a member of the Remuneration Committee.

The Directors who have offered themselves for re-election have each confirmed that, they do not have any relationships (including immediate family relationships) with other Directors, the Company, its related corporations or its substantial shareholders. Please refer to the "Disclosure of information on Directors seeking re-election" section of the Annual Report of the Company for detailed information required pursuant to Rule 720(6) of the Listing Manual.

2.

Under Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect from

1 January 2022, a director will not be independent if he has been a director for an aggregate period

of more than nine years and his continued appointment as an independent director has not been sought and approved in separate resolutions by (a) all shareholders and (b) shareholders excluding the directors and the chief executive officer of the company and their associates (as defined in the Listing Manual of the SGX-ST). Such resolutions may remain in force until the earlier of (i) the retirement or resignation of the director or (ii) the conclusion of the third annual general meeting of the company following the passing of the resolutions.

Resolution 5 and Resolution 6 are in anticipation of Rule 210(5)(d)(iii) of the Listing Manual as Mr Wong Yen Siang, an Independent Director, would have served as a Director of the Company for more than nine years from the date of his first appointment come 1 January 2022. Rule 210(5)(d)(iii) requires Resolution 5 to be voted by all shareholders of the Company and Resolution 6 by shareholders excluding the Directors and the Chief Executive Officer of the Company and their respective associates. Resolution 5 and Resolution 6, if both passed, will allow Mr Wong Yen Siang to continue in office as an Independent Director of the Company come 1 January 2022 pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST. If either Resolution 5 or Resolution 6 is not passed, Mr Wong Yen Siang will step down as a Director of the Company before 1 January 2022 and the Company will endeavour to fill the vacancy within two months, but in any case not later than three months.

Mr Wong Yen Siang will, upon re-election as a Director, remain as the Chairman of the Audit Committee, a member of the Nominating Committee and a member of the Remuneration Committee; and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the SGX-ST. Please refer to the "Disclosure of information on Directors seeking re-election" section of the Annual Report of the Company for detailed information required pursuant to Rule 720(6) of the Listing Manual.

SMI VANTAGE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

  1. The Company's auditors, RSM Chio Lim LLP will not be seeking re-appointment as external auditors of the Company. Shareholders' approval for the appointment of incoming external auditors of the Company will be sought at an Extraordinary General Meeting of the Company, the details of which will be made known to shareholders in due course.
  2. The proposed Ordinary Resolution 8, if passed, will authorise and empower the Directors from the date of this Meeting until the conclusion of the next Annual General Meeting, or the date by which the next Annual General Meeting of the Company is required by law to be held, or when revoked or varied by the Company in general meeting, whichever is earlier, to allot and issue shares in the Company. The maximum number of shares which the Directors may issue under this resolution shall not exceed the quantum as set out in the resolution.
  3. The proposed Ordinary Resolution 9 if passed, will empower the Directors to allot and issue shares in the capital of the Company, pursuant to the vesting of the awards under SMI PSP which was approved at the extraordinary general meeting of the Company on 30 July 2014, provided always that the aggregate number of shares to be issued under SMI PSP, when aggregated with shares to be issued under any other existing share scheme of the Company, does not exceed 15 per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) for the time being.
  4. The proposed Ordinary Resolution 10 , if passed, will empower the Directors to allot and issue shares in the capital of the Company, pursuant to the vesting of the options under SMI ESOS which was approved at the extraordinary general meeting of the Company on 23 July 2017, provided always that the aggregate number of shares to be issued under SMI ESOS, when aggregated with shares to be issued under any other existing share scheme of the Company, does not exceed 15 per cent (15%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) for the time being.

IMPORTANT NOTES:

  1. The Annual General Meeting is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Notice will not be sent to members. Instead, this Notice will be sent to members by electronic means via publication on the Company's website at http://sin- mi.listedcompany.com/newsroom.html. This Notice will also be made available on the SGX website at https://www.sgx.com/securities/company-announcements.
  2. Alternative arrangements relating to attendance at the Annual General Meeting via electronic means (including arrangements by which the meeting can be electronically accessed via live audio- visual webcast or live audio-only stream), submission of questions to the Chairman of the Meeting in advance of the Annual General Meeting, addressing of substantial and relevant questions at the Annual General Meeting and voting by appointing the Chairman of the Meeting as proxy at the Annual General Meeting, are set out in the accompanying Company's announcement dated 30 November 2021. This announcement may be accessed at the Company's website at http://sin- mi.listedcompany.com/newsroom.html, and will also be made available on the SGX website at https://www.sgx.com/securities/company-announcements.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

SMI Vantage Ltd. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 15:50:07 UTC.


© Publicnow 2021
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Financials (USD)
Sales 2021 0,34 M - -
Net income 2021 -5,38 M - -
Net Debt 2021 15,6 M - -
P/E ratio 2021 -0,61x
Yield 2021 -
Capitalization 16,2 M 16,2 M -
EV / Sales 2020 0,93x
EV / Sales 2021 56,5x
Nbr of Employees 1 000
Free-Float 18,7%
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