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Notice Of Annual General Meeting

BackMay 09, 2001

NOTICE IS HEREBY GIVEN THAT the 1st Annual General Meeting of TUNG LOK RESTAURANTS (2000) LTD will be held at Fort Canning Country Club, Percival Room, 2nd Floor, 11 Canning Walk, Singapore 178881 on Monday, 28 May 2001 at 10.00 a.m. for the following purposes :-

ORDINARY BUSINESS

1.
To receive and adopt the audited accounts for the financial period from 29 June 2000 (Date of Incorporation) to 31 December 2000 and the Reports of the Directors and Auditors.

(Resolution 1)

2.

To re-elect the following Directors retiring in accordance with Article 97 of the Company's Articles of Association:-

(a) Mr Tjioe Ka Men
(b) Mr Ban Song Long
(c) Dr Ker Sin Tze
(d) Dr Tan Eng Liang
(e) Ms Tjioe Ka In
(Resolution 2a)
(Resolution 2b)
(Resolution 2c)
(Resolution 2d)
(Resolution 2e)

3.

To pass the following resolution :-

"That pursuant to Section 153(6) of the Companies Act, Cap 50, Mr Zhou Yingnan be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting."
(Resolution 3)

4.

To re-appoint Messrs Deloitte & Touche as Auditors and to authorise the Directors to fix their remuneration.

(Resolution 4)

5.

To transact any other ordinary business of an Annual General Meeting of which due notice shall have been given.

(Resolution 5)

SPECIAL BUSINESS

6.

To consider and, if thought fit, pass the following as Ordinary Resolutions, with or without modification :-

(a) "That pursuant to Section 161 of the Companies Act Cap 50, the Directors be and are hereby empowered and authorised to allot and issue shares (whether by way of rights, bonus or otherwise) on such terms and conditions whether cash or otherwise and with such rights and restrictions as they may think fit to impose, provided that the aggregate number of shares issued pursuant to such authority shall not exceed fifty (50) per cent of the issued share capital of the Company at any time, of which the aggregate number of such shares to be issued other than on a pro-rata basis to the then existing shareholders of the Company shall not exceed twenty (20) per cent of the issued share capital of the Company. Such authority shall continue to be in force until the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held, whichever shall be the earlier (unless earlier revoked or varied in a General Meeting)."

(Resolution 6a)

(b) "(i) That approval be and is hereby given pursuant to Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company and its subsidiaries (the "Group") to enter into any of the transactions falling within the types of Interested Person Transactions, particulars of which are set out in pages 68 to 72 (inclusive) of the Company's Prospectus dated 10 March 2001 with any party who is an interested person as described in the Prospectus provided that such transactions are made on an arm's length basis and on normal commercial terms;

(Resolution 6b)

(ii) the approval given in paragraph (i) above shall, unless revoked or varied by the Company in General Meeting, continue in force until the next Annual General Meeting of the Company; and

(iii) the Directors of the Company be and are hereby authorised to complete and do all acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the approval given in paragraph (i) above and/or this Resolution."

By Order of the Board




MICHAEL TAY KWANG HOW
Secretary

Singapore, 9 May 2001



NOTE :

1) A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. 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 48 hours before the time fixed for holding the Meeting.

2) (a) Mr Tjioe Ka Men who is not an Independent Director, is a Member of the Audit Committee.

(b) Mr Ban Song Long is an Independent Director and Chairman of the Audit Committee.

(c) Dr Ker Sin Tze is an Independent Director and Member of the Audit Committee.

(d) Dr Tan Eng Liang is an Independent Director and Member of the Audit Committee.


EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED :

Resolution 6a

This is to empower the Directors to issue shares in the Company up to 50% of the issued share capital of the Company for the time being (in the case of issuance other than on a pro rata basis to existing shareholders, such aggregate number of shares not to exceed 20% of the Company's issued share capital for the time being), for such purposes as they consider to be in the interests of the Company. Such authorisation commences from the passing of the resolution and ends on the conclusion of the next Annual General Meeting of the Company or the expiration of the time period within which the next Annual General Meeting is required by law to be held, whichever is earlier.

Resolution 6b

This is to renew the shareholders' mandate for recurrent revenue transactions with interested persons and will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to do all acts necessary to give effect to this ordinary resolution. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.