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KOP LIMITED Proxy Solicitation & Information Statement 2016

Jul 4, 2016

67732_rns_2016-07-04_0b0882f5-3ba8-48ef-86e7-291cef524e6c.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Republic of Singapore)
(Company Registration Number: 200415164G)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting (“AGM”) of KOP Limited (the “Company”) will be held at 25 Tai Seng Avenue #01-01 KOP Building Singapore 5341
28 July 2016 at 11.00 a.m. to transact the following business:
AS ORDINARY BUSINESS
04 on Thursday,
1.
To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 March 2016 together with the Auditors
’ Report thereon.
Resolution 1
2.
To approve the payment of Directors’ fees of S$120,000 for the financial year ending 31 March 2017 to be paid quarterly in arrears (2016: S$120,000).
Resolution 2
3.
To re-elect the following Directors retiring pursuant to Regulation 107 of the Constitution of the Company:
Ms. Ong Chih Ching Resolution 3
Mr. Lee Kiam Hwee
[See Explanatory Note (i)]
Resolution 4
4.
To re-appoint of Dr Ho Kah Leong @ Ho Kah Leung, a Director of the Company who is over 70 years of age, retiring pursuant to Section 153(6) of the Companies Act, Chapter 50.
[See Explanatory Note (ii)]
Resolution 5
5.
To re-appoint Messrs Deloitte & Touche LLP, Certified Public Accountants and Chartered Accountants, as the Auditors of the Company and to authorise the Directors to fix their rem
uneration.
Resolution 6
6.
To transact any other ordinary business which may be properly transacted at an Annual General Meeting.
AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as ordinary resolutions, with or without modifications:

  1. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Listing Manual – Section B: Rules of the Catalist of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (“Catalist Rules”) That pursuant to Section 161 of the Companies Act, Chapter 50 and Rule 806 of the Catalist Rules of the SGX-ST, the Directors of the Company be authorised and empowered to: (a) (i) issue shares in 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 may in their absolute discretion deem fit; and

  • (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares pursuant to any Instrument made or granted by the Directors while this Resolution was in force,

  • (the “ Share Issue Mandate ”)

provided that:

  • (1) the aggregate number of shares (including shares to be issued pursuant to the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed one hundred per centum (100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to existing shareholders of the Company shall not exceed fifty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);

  • (2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

  • (a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;

  • (b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and

  • (c) any subsequent bonus issue, consolidation or subdivision of shares;

  • (3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution of the Company; and

  • (4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments. Resolution 7

[See Explanatory Note (iii)]

  1. Renewal of the Share Purchase Mandate That:

  2. (a) for the purposes of Section 76C and 76E of the Companies Act, Chapter 50 (the “ Companies Act ”), the exercise by the directors of the Company (“ Directors ”) of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of the Company (“ Shares ”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of: (i) on-market purchase(s) (each a “ Market Purchase ”), transacted on Catalist Board (“ Catalist ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”); and/or (ii) off-market purchase(s) (each an “ Off-Market Purchase ”) effected otherwise than on Catalist in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Listing Manual (Section B: Rules of Catalist) of the SGX-ST (“ Catalist Rules ”) and the Companies Act,

    • and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Purchase Mandate ”);
  3. (b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of: (i) the date on which the next Annual General Meeting of the Company is held or required by law to be held;

    • (ii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate are carried out to the full extent mandated;
  4. (iii) the date on which the authority conferred by the Share Purchase Mandate is varied or revoked by Shareholders in general meeting;

  5. (c) in this Resolution:

    • Average Closing Price ” means the average of the closing market prices of a Share over the last five (5) Market Days on which the Shares are transacted on Catalist immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day period;

    • Date of the making of the offer ” means the date on which the Company makes an offer for the purchase or acquisition of Shares from holder of Shares, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase;

    • Maximum Percentage ” means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and

    • Maximum Price ” in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed:

    • (i) in the case of a Market Purchase of a Share, 105% of the Average Closing Price of the Shares; and

    • (ii) in the case of an Off-Market Purchase of a Share, 120% of the Average Closing Price of the Shares;

  6. (d) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution. Resolution 8

  7. [See Explanatory Note (iv)] Adoption of a New Constitution That: (a) the proposed constitution set out in the circular to shareholders of the Company dated 5 July 2016 submitted to this meeting, be approved and adopted as the Constitution of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company; and

  8. (b) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to this Resolution. Resolution 9

  9. Adoption of a New Constitution

  10. (a) the proposed constitution set out in the circular to shareholders of the Company dated 5 July 2016 submitted to this meeting, be approved and adopted as the Constitution of the Company in substitution for, and to the exclusion of, the existing Memorandum and Articles of Association of the Company; and

By Order of the Board

Shirley Tan Sey Liy

Company Secretary

Singapore, 5 July 2016

Explanatory Notes:

  • (i) Mr. Lee Kiam Hwee will, upon re-election as a Director of the Company, remain as the Lead Independent Director of the Company, the Chairman of the Audit and Risk Committee and a member of the Nominating Committee and Remuneration Committee and will be considered independent for the purpose of Rule 704(7) of the Catalist Rules.
(ii) Dr Ho Kah Leong @ Ho Kah Leung who is over the age of 70 was re-appointed as Director to hold office from the date of the last Annual General Meeting held on 29 July 2015 until this AGM pursuant

to Section 153(6) of the Companies Act, Chapter 50. Section 153(6) of the Companies Act, Chapter 50 was repealed when the Companies (Amendment) Act 2014 came into effect on 3 January 2016.
As his appointment lapses at this AGM, Dr Ho Kah Leong @ Ho Kah Leung will have to be re-appointed to continue in office. Upon his re-appointment at the conclusion of this AGM, going forward,

Dr Ho Kah Leong @ Ho Kah Leung’s re-appointment will no longer be subject to shareholders’ approval under Section 153(6) of the Companies Act, Chapter 50 as repealed. Dr Ho Kah Leong @ Ho Kah

Leung will then be subject to retirement by rotation under the Company’s Constitution. Upon his re-appointment as a Director of the Company at the conclusion of this AGM, he remains as the Chairman
of the Remuneration Committee and a member of the Audit and Risk Committee and Nominating Committee and will be considered independent for the purpose of Rule 704(7) of the Catalist Rules.

(iii) Resolution 7 above, if passed, will empower the Directors of the Company from the date of this AGM until the date of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, one hundred per centum (100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to fifty per centum (50%) may be issued other than on a pro rata basis to existing shareholders of the Company.

For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed after adjusting for new shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Resolution is passed and any subsequent bonus issues, consolidation or subdivision of shares. (iv) Resolution 8 above is to approve the renewal of the Share Purchase Mandate. Detailed information relating to Resolution 8 is set out in the circular to shareholders of the Company dated 5 July 2016 (“ Circular ”). The Company intends to use internal sources of funds, external borrowings or a combination of internal resources and external borrowings to finance the purchases or acquisition of the Shares. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of this Notice as this will depend on the number of Shares purchased or acquired and the price at which such Shares were purchased or acquired. The financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Purchase Mandate on the audited financial statements of the Company and the Group for the financial year ended 31 March 2016 are set out in the Paragraph 2.7 of the Circular. Notes:

  1. (a) A member who is not a Relevant Intermediary entitled to attend and vote at the Annual General Meeting (the “ Meeting ”) is entitled to appoint not more than two proxies to attend and vote in his/her stead.

  2. (b) A member who is a Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified).

  3. (c) “Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.

  4. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the proxies.

  5. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. The appointment of proxy must be executed under seal or the hand of its duly authorised officer or attorney in writing.

  6. The instrument appointing a proxy must be deposited at the registered office of the Company at 25 Tai Seng Avenue #06-01 KOP Building Singapore 534104 not less than forty-eight (48) hours before the time appointed for the Meeting.

  7. A proxy need not be a member of the Company.

Personal Data Privacy

Where a member of the Company submits an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.