TUNG LOK RESTAURANTS (2000) LTD / Annual Report
2016
101
NOTICE OF 16TH ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO RESOLUTIONS:
(i)
Resolutions 5 and 6 – Dr Tan Eng Liang (“
Dr Tan
”) and Dr Ker Sin Tze (“
Dr Ker
”) were reappointed to the Board at the Annual General
Meeting held on 30 July 2015 pursuant to Section 153(6) of the Companies Act, Chapter 50, which was in force immediately before 3
January 2016. Pursuant to section 153(6) of the Companies Act, such re-appointments were until the Annual General Meeting to be
held on 28 July 2016 (“
AGM 2016
”). Accordingly, as their appointments will lapse at the AGM 2016, Dr Tan and Dr Ker are subject to re-
appointment at the AGM 2016. Subject to their re-appointment at the conclusion of the AGM 2016, Dr Tan and Dr Ker’s re-appointments
will no longer be subject to shareholders’ approval under section 153(6) of the Companies Act as it has been repealed when the
Companies (Amendment) Act 2014 came into effect on 3 January 2016, and they will then be subject to retirement by rotation pursuant to
the Company’s Constitution.
(ii)
Resolution 8 proposed in item 8 above is to authorise the Directors of the Company to issue shares in the capital of the Company up to
an amount not exceeding in aggregate one hundred percent (100%) of the total number of issued shares in the capital of the Company,
excluding treasury shares, at the time of the passing of this resolution, of which the aggregate number of shares to be issued other than
on a pro-rata basis to the shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares in the
capital of the Company, excluding treasury shares.
(iii)
Resolution 9 proposed in item 9 above, if passed, will renew the IPT Mandate for certain transactions with the interested persons and
empower the Directors of the Company from the date of the above meeting until the date of the next Annual General Meeting to do all
acts necessary to give effect to the Resolution. This authority will, unless previously revoked or varied at a general meeting, expire at
the conclusion of the next Annual General Meeting of the Company. In accordance with the requirements of Chapter 9 of the SGX-ST
Catalist Listing Rules, Mr Goi Seng Hui being an “Interested Person” in relation to the IPT Mandate, will abstain from voting, and will
ensure that his respective associates abstain from voting, on Resolution 9 relating to the IPT Mandate.
NOTES
:
(1)
A member entitled to attend and vote at the Meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. A
proxy need not be a member of the Company.
(2)
The instrument appointing a proxy must be deposited at the Company’s Registered Office, 1 Sophia Road #05-03 Peace Centre Singapore
228149, not less than 72 hours before the time fixed for holding the Annual General Meeting.
(3)
Pursuant to Section 181 of the Companies Act, Chapter 50 of Singapore, any member who is a relevant intermediary is entitled to appoint
more than two proxies to attend and vote at the Annual General Meeting. Relevant intermediary is either:-
(a)
a banking corporation licensed under the Banking Act (Cap. 19) or its wholly-owned subsidiary which provides nominee services
and holds shares in that capacity;
(b)
a capital markets services licence holder which provides custodial services for securities under the Securities and Futures Act (Cap.
289) and holds shares in that capacity; or
(c)
the Central Provident Fund (“
CPF
”) Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased
on behalf of CPF investors.
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.
