A N N U A L R E P O R T 2 0 1 5
126
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(c)
in this Resolution 7:
“
Prescribed Limit
” means 10% of the total number of ordinary shares of the Company as at the date of the last annual general meeting
which was held on 24 July 2014 or as at the date of passing of this Resolution 7 (whichever is the higher) unless the Company has
effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during
the Relevant Period (as hereinafter defined), in which event the total number of ordinary shares of the Company shall be taken to be
the amount of the total number of ordinary shares of the Company 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 was held or required by law
to be held, before this Resolution 7 is passed and expiring on the date the next annual general meeting is held or is required by law to
be held, the date on which the Share Buyback(s) are carried out to the full extent mandated, or the date the said mandate is revoked or
varied by the Company in a general meeting, whichever is the earlier, after the date this Resolution 7 is passed; 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, the price per Share which is not more than 5% above the average of the closing market prices
of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded, immediately
preceding the day of the Market Purchase by the Company, and which is deemed to be adjusted in accordance with the Listing
Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“
Catalist Rules
”) for any corporate
action occurring after the relevant period of the five (5) Market Days period; and;
(ii)
in the case of an Off-Market Purchase, the price per Share based on not more than 25% above the average of the closing
market prices of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded
immediately preceding the day on which the Company makes an announcement of an offer under an Off-Market Purchase
scheme, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate action occurring after the
relevant period of the five (5) Market Days period; and
“
Market Day
” means a day on which the SGX-ST is open for trading in securities; and
(d)
the Directors of the Company and each of them be and are hereby authorised and empowered to complete and do all such acts and
things (including executing such documents as may be required) as they may consider desirable, expedient or necessary in the interest of
the Company in connection with or for the purposes of giving full effect to the Share Buyback Mandate.
[See Explanatory Note (iv)]
(Resolution 7)
