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Directors’ Report
30
Old Chang Kee Ltd. • Annual Report 2012
Warrants
On 9 September 2010, the Company issued 28,020,000 warrants at an issue price of $0.05 for each warrant, each warrant carrying the
right to subscribe for one new ordinary share in the capital of the Company at an exercise price of $0.10 for each new share, on the
basis of three warrants for every ten shares of the Company, fractional entitlements to be disregarded.
As at 31 March 2012, 1,937,400 warrants were exercised and converted into ordinary shares of the Company (31 December 2010:
484,400). Te remaining warrants will expire on 8 September 2013.
Directors’ contractual benefts
Except as disclosed in the fnancial statements, since the end of the previous fnancial year, no Director of the Company has received
or become entitled to receive a beneft by reason of a contract made by the Company or a related corporation with the Director, or
with a frm of which the Director is a member, or with a company in which the Director has a substantial fnancial interest.
Old Chang Kee Performance Share Scheme
At the Annual General Meeting held on 27 April 2011, the shareholders of the Company approved the Old Chang Kee Performance
Share Scheme (the “Scheme ”) in relation to the grant of awards (“Awards”) to eligible Group employees and Non-Executive
Directors respectively (“Participants”). Details of the Scheme were set out in the Company’s Circular to shareholders dated 14 April
2009. Awards represent the right of a Participant to receive fully paid ordinary shares of the Company (“Shares”) free of charge,
upon the Participant achieving prescribed performance targets. Awards may only be vested and consequently any Shares comprised
in such Awards shall only be delivered upon the Committee’s (as defned below) satisfaction that the prescribed performance targets
have been achieved.
Awards may be granted at any time in the course of a fnancial year, provided that in the event that an announcement on any matter
of any exceptional nature involving unpublished price sensitive information is imminent, Awards may only be vested and hence any
Shares comprised in such Awards may only be delivered on or afer the second market day from the date on which the aforesaid
announcement is made.
Te committee administrating the Scheme (“Committee”) comprises fve Directors, Han Keen Juan, Lim Tao-E William, Ong Chin
Lin, Wong Chak Weng and Wong Ming Kwong. Since the commencement of the Scheme till the end of the fnancial period, no
shares have been granted.
Audit committee
Te audit committee (the “AC ”) carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act,
Chapter 50.
Te AC, having reviewed all non-audit services provided by the external auditors to the Group, is satisfed that the nature and extent
of such services would not afect the independence of the external auditors. Te AC has also conducted a review of interested person
transactions.
Te AC convened four meetings during the fnancial period with full attendance from all members. Te AC has also met with
internal and external auditors, without the presence of the Company’s management, at least once a year.