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ORDINARY RESOLUTION: THE PROPOSED SHARE ISSUE MANDATE TO ALLOT AND ISSUE SHARES OF UP TO 100% OF THE
TOTAL NUMBER OF ISSUED SHARES ON A PRO-RATA BASIS AND UP TO 50% OF THE TOTAL NUMBER OF ISSUED SHARES
OTHER THAN ON A PRO-RATA BASIS
To consider and, if thought fit, to pass the following resolution as Ordinary Resolution, with or without modifications:
10.
That pursuant to Section 161 of the Companies Act (Cap. 50) of Singapore (the “
Act
”) and Rule 806 of the Listing Manual Section B: Rules of
Catalist (the “
Catalist Rules
”) of the Singapore Exchange Securities Trading Limited (the “
SGX-ST
”), authority be and is hereby given to the
Directors of the Company to:-
(a)
(i)
allot and 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) options, 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 of the Company may in their absolute discretion deem fit; and
(b)
issue Shares (in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution 8 was in force),
provided that:-
(i)
the aggregate number of Shares to be issued pursuant to this ordinary Resolution 8 does not exceed one hundred per
cent. (100%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (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 shareholders of the Company does not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury
shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below); and
(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 total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this Resolution 8
is passed, after adjusting for:-
(A)
new Shares arising from the conversion or exercise of any convertible securities or Share options; or vesting of Share
awards which are outstanding or subsisting at the time this Resolution 8 is passed, provided that the Share options or
Share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
(B)
any subsequent bonus issue, consolidation or sub-division of Shares;
