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SYSMA HOLDINGS LIMITED Proxy Solicitation & Information Statement 2018

Mar 15, 2018

67817_rns_2018-03-15_3dffddd3-d124-4e58-9092-5838981711f1.pdf

Proxy Solicitation & Information Statement

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SYSMA HOLDINGS LIMITED

Company Registration No: 201207614H

(Incorporated in the Republic of Singapore on 28 March 2012)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Sysma Holdings Limited (the “ Company ”) will be held on 2 April 2018 at Casuarina Room, Main Clubhouse, Serangoon Gardens Country Club, 22 Kensington Park Road, Singapore 557271 at 10.00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following Ordinary Resolution:

AS AN ORDINARY RESOLUTION:

APPROVAL AND RATIFICATION OF THE AWARD OF THE CONSTRUCTION CONTRACT WORTH APPROXIMATELY S$5,000,000 BY MR. SIN EE WUEN TO SYSMA CONSTRUCTION PTE LTD AS AN INTERESTED PERSON TRANSACTION

  • (a) That the Preparatory Works (as defined in the Circular dated 16 March 2018), be and is hereby approved, ratified and confirmed;

  • (b) That the entry into the construction contract between Sysma Construction Pte Ltd and Mr. Sin Ee Wuen in relation to the proposed erection of two (2) units of twostorey envelope control detached dwelling house with an attic and a basement on Lot 97979A and 97980P MK18 at Medway Drive (“ Construction Contract ”) at the contract sum of approximately S$5,000,000 (“ Construction Contract Sum ”) be and is hereby approved, ratified and confirmed; and

  • (c) That the Directors and any of them be and are hereby authorised and empowered to approve, complete and do all such acts and things (including to approve, modify, ratify, sign, seal, execute and deliver all such documents as may be required) as they or he may consider expedient, desirable or necessary or in the interests of the Company to give effect to the Construction Contract, this resolution and the transactions contemplated by the Construction Contract and/or authorised by this resolution.

For and on behalf of the Board of Directors of

SYSMA HOLDINGS LIMITED

CHEN TIMOTHY TECK-LENG @ CHEN TECK LENG

Lead Independent Director 16 March 2018 Singapore

Notes:

  1. A member of the Company who is entitled to attend and vote at the EGM and who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend and vote on his behalf. Where such member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholding to be represented by each proxy. A proxy need not be a member of the Company. If the appointer is a corporation, the proxy must be executed under its common seal or the hand of its duly authorised officer or attorney.

  2. Where a member appoints more than a proxy, he shall specify the percentage of his shares to be represented by each proxy and if no percentage is specified, the first named proxy shall be deemed to represent 100 per cent of his shareholding and any second named proxy shall he deemed to be an alternate to the first named proxy.

  3. A member of the Company who is entitled to attend and vote at the EGM and who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote in his stead. Where such member appoints more than one (1) proxy, the number and class of shares in relation to which each proxy has been appointed shall be specified in the form of proxy.

  4. “Relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.

  5. A corporation which is a member may appoint an authorised representative or representatives in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore to attend and vote for and on behalf of such corporation.

  6. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised in writing.

  7. Where an instrument appointing a proxy is signed on behalf of the appointor by the attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

  8. The instrument appointing a proxy or proxies must be deposited at the office of the Company’s Share Registrar, Tricor Share Registration Services at 80 Robinson Road, #11-02, Singapore 068898, not less than 48 hours before the time appointed for holding the EGM of the Company.

  9. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members whose Shares are deposited with The Central Depository (Pte) Limited, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the EGM, as certified by The Central Depository (Pte) Limited to the Company.

Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM 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 EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (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.