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MYP Ltd. — Proxy Solicitation & Information Statement 2020
Aug 14, 2020
74063_rns_2020-08-13_b2162786-56a0-44ff-9ba7-e35e6965933a.pdf
Proxy Solicitation & Information Statement
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MYP LTD. 01 ANNUAL REPORT 2020
NOTICE OF ANNUAL GENERAL MEETING
(Company Registration No. 200509721C)
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of MYP Ltd. (the “Company”) will be convened and held by way of electronic means on Monday, 7 September 2020 at 2:00 p.m. to transact the following business:–
AS ORDINARY BUSINESS
| 1. | To receive and adopt the Audited Financial Statements of the Company for the financial year ended 31 March 2020, the Directors’ Statement and the Report of the Auditors thereon. |
(Resolution 1) |
|---|---|---|
| 2. | To approve the payment of Directors’ Fees of S$400,121 for the financial year ended 31 March 2020. | (Resolution 2) |
| 3. | To re-elect the following Directors retiring pursuant to Article 115 of the Company’s Constitution:– | |
| (a) Mr Jonathan Tahir; and |
(Resolution 3) | |
| (b) Professor Tan Chin Tiong. |
(Resolution 4) | |
| (See Explanatory Note 1) | ||
| 4. | To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. |
(Resolution 5) |
AS SPECIAL BUSINESS
Resolution:–
5. AUTHORITY TO ALLOT AND ISSUE SHARES
“THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of the Company to issue and allot new shares (“Shares”) in the capital of the Company (whether by way of rights, bonus or otherwise), and/or 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) 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 provided that:
- (a) the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, of which the aggregate number of Shares and convertible securities to be issued other than on a pro-rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the share capital of the Company;
MYP LTD. 02 ANNUAL REPORT 2020
NOTICE OF ANNUAL GENERAL MEETING
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(b) (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 (a) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company as at the date of the passing of this Resolution, after adjusting for:
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(i) new Shares arising from the conversion or exercise of convertible securities;
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(ii) new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
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(iii) any subsequent bonus issue, consolidation or subdivision of Shares;
adjustments in accordance with sub-paragraphs (i) and (ii) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution and, in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;
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(c) and that such authority shall, unless revoked or varied by the Company in general meeting, continue in force until:
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(i) the conclusion of the Company’s next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier; or
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(ii) in the case of Shares to be issued in accordance with the terms of convertible securities issued, made or granted pursuant to this Resolution, until the issuance of such Shares in accordance with the terms of such convertible securities.”
(See Explanatory Note 2)
(Resolution 6)
- To transact any other business which may properly be transacted at an Annual General Meeting of the Company.
On behalf of the Board
Jonathan Tahir Executive Chairman and Chief Executive Officer 14 August 2020
MYP LTD. 03 ANNUAL REPORT 2020
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes:–
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Mr Jonathan Tahir (Executive Chairman and Chief Executive Officer) will, upon re-election as Director of the Company, continue to serve as a member of the Nominating Committee. He is considered non-independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
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Professor Tan Chin Tiong (Independent Non-Executive Director) will, upon re-election as Director of the Company, continue to serve as a member of the Audit Committee and Nominating Committee. He is considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
Detailed information of Mr Jonathan Tahir and Professor Tan Chin Tiong can be found under the “Board of Directors” and “Disclosure of Information on Directors seeking re-election pursuant to Rule 720(6) of the Listing Manual of the SGX-ST” sections in the Company’s Annual Report 2020.
- The proposed Ordinary Resolution 6, if passed, will empower the Directors of the Company from the date of the Annual General Meeting until the date of the next Annual General Meeting, to allot and issue Shares and convertible securities in the Company up to an amount not exceeding fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to twenty per centum (20%) may be issued other than on a pro-rata basis. For the purpose of this resolution, the total number of issued Shares (excluding treasury shares and subsidiary holdings) is based on the Company’s total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this proposed Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of convertible securities, the exercise of share options or the vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST and any subsequent bonus issue, consolidation or subdivision of Shares.
PERSONAL DATA PRIVACY
By submitting 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 or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) 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 or service providers), 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 or service providers) 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.
Notes:
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The AGM is being convened, and will be held, by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this notice of AGM (the “Notice”) will not be sent to members. Instead, this Notice will be sent to members by electronic means via an announcement on the SGX website at the URL https://www.sgx.com/securities/company-announcements and may be accessed at the Company’s website at the URL http://myp.com.sg .
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Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the AGM can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions to the Chairman of the Meeting in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the Meeting as proxy at the AGM, are set out in the Company’s announcement accompanying this Notice dated 14 August 2020. This announcement may be accessed at the Company’s website at the URL http://myp.com.sg , and on the SGX website at the URL https://www.sgx.com/securities/company-announcements .
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Due to the various control and safe distancing measures put in place in Singapore to prevent the spread of COVID- 19, members will not be able to attend the AGM in person. A member (whether individual or corporate) must submit his/her/its proxy form appointing the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such member wishes to exercise his/her/its voting rights at the AGM. The accompanying proxy form for the AGM will be announced together with this Notice and may be accessed at the Company’s website at the URL http://myp.com.sg , and the SGX website at the URL https://www.sgx.com/securities/company-announcements .
Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes at least seven working days before the AGM.
- The Chairman of the Meeting, as proxy, need not be a member of the Company.
MYP LTD. 04 ANNUAL REPORT 2020
NOTICE OF ANNUAL GENERAL MEETING
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The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:
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(a) via the following URL https://sg.conveneagm.com/mypltd (the “ MYP AGM Website ”) in the electronic format accessible on the MYP AGM Website; or
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(b) if submitted by post, be lodged at the office of the Company’s Share Registrar, Tricor Barbinder Share Registration Services (a division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road, #11-02, Singapore 068898; or
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(c) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected] ,
in either case not less than 48 hours before the time appointed for the AGM.
A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.
In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via the MYP AGM website or email.
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The Annual Report 2020 may be accessed at the Company’s website at the URL http://myp.com.sg and on the SGX website at the URL https://www.sgx.com/securities/annual-reports-related-documents .
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Members will not be able to ask questions during the live audio-visual webcast or audio-only stream of the AGM. Members who wish to ask questions relating to the resolutions to be tabled at the AGM must pre-register and submit their questions in advance of the AGM.
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Questions must be submitted to the Company in the following manner by 5:00 p.m. on 31 August 2020 :
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(a) via the MYP AGM website; or
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(b) if submitted electronically, be submitted via email to the Company at [email protected] .
When sending questions, members should also provide their full name as it appears on the CDP/CPF/SRS records, address, contact number, email address, number of shares in the Company and the manner in which the shares are held in the Company (e.g. via CDP, CPF or SRS) for verification.
- The Management and the Board of Directors of the Company will endeavour to address all substantial and relevant questions received from members prior to the AGM by publishing the responses to those questions on SGXNET at the URL https://www.sgx.com/securities/company-announcements and the Company’s website at the URL http://myp.com.sg . Where substantial and relevant questions submitted by members are unable to be addressed prior to the AGM, the Company will address them during the AGM through the live audio-visual webcast and live audio-only stream.