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Old Chang Kee Ltd. • Annual Report 2012
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Republic Polytechnic, 9 Woodlands
Avenue 9, Singapore 738964, Lecture Teatre LRE5 (Building E5, Level 3), on 27 July 2012 at 2 p.m. to transact the following
businesses:
All capitalised terms in this Notice and defned in the Addendum shall, unless otherwise defned in this Notice, bear the respective
meanings ascribed thereto in the Addendum.
As Ordinary Business
1. To receive and adopt the Directors’ Report and Audited Financial Statements of the Company for the fnancial period ended
31 March 2012 together with the Auditors’ Report thereon. (Resolution 1)
2. To declare a fnal tax-exempt (one-tier) dividend of 1.5 Singapore cents per ordinary share for the fnancial period ended 31
March 2012. [See Explanatory Note (i)]
(Resolution 2)
3. To approve the payment of Directors’ fees of S$163,750 for the fnancial period ended 31 March 2012 (31 December 2010:
$92,500). [See Explanatory Note (ii)]
(Resolution 3)
4. To approve the payment of Directors’ fees of S$131,000 for the fnancial year ending 31 March 2013.
[See Explanatory Note (iii)]
(Resolution 4)
5. To approve the appointment of Ms Chow Hui Shien as a Director of the Company. (Resolution 5)
6. To re-elect Mr Wong Chak Weng as a Director retiring under Article 89 of the Articles of Association of the Company.
[See Explanatory Note (iv)]
(Resolution 6)
7. To re-appoint Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fx their remuneration.
(Resolution 7)
8. To transact any other ordinary business that may properly be transacted at an annual general meeting.
As Special Business
ORDINARY RESOLUTION: PROPOSED RENEWAL OF SHARE BUYBACK MANDATE
To consider and, if thought ft, to pass the following resolution as Ordinary Resolution, with or without modifcations:-
9. Tat:
(a) for the purposes of the Companies Act (Cap. 50) of Singapore (the “ Act”), the exercise by the Directors of the
Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of
the Company not exceeding in aggregate the Prescribed Limit (as hereafer defned), at such price(s) as may be
determined by the Directors of the Company from time to time up to the Maximum Price (as hereafer defned),
whether by way of:
(i) market purchases (each a “Market Purchase”), transacted through the SGX-ST’s Quotation and Execution
System for Trading (QUEST-ST), the trading system that has replaced the Central Limit Order Book (CLOB)
trading system or, as the case may be, any other securities exchange on which the Shares may for the time
being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for
the purpose; and/or
(ii) of-market purchases (each an “Of-Market Purchase”) efected otherwise than on the SGX-ST in accordance
with any equal access schemes (subject to Section 76C of the Act) as may be determined or formulated by the
Directors of the Company as they consider ft, which schemes shall satisfy all the conditions prescribed by the
Act,
and otherwise in accordance with all other listing rules and regulations 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”);