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85 Annual Report 2012
(2) (subject to such manner of 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 shall be based on the total number of issued Shares in the capital of the
Company (excluding treasury shares) at the time this Resolution is passed, after adjusting for:-
(i) new Shares arising from the conversion or exercise of convertible securities;
(ii) new Shares arising from exercising of share options or vesting of share awards outstanding and/or
subsisting at the time this Resolution is passed, provided that share options or share awards (as case
may be) were granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and
(iii) any subsequent bonus issue, consolidation or sub-division of shares.
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the requirements
imposed by the SGX-ST from time to time and the provisions of the Rules of Catalist for the time being in
force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under
the Companies Act (Chapter 50) of Singapore and the Articles of Association for the time being of the
Company; and
(4) unless revoked or varied by the Company in a general meeting, the authority conferred by this Resolution
shall continue in force 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 and the Rules of Catalist to be held, whichever is the earlier.
[Explanatory Note: 1] Resolution 7
8. Renewal of Share Buy-Back Mandate
THAT: -
(a) for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50) of Singapore (“Companies Act”),
the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise
acquire ordinary shares in the capital of the Company (“Shares”) not exceeding in aggregate the Maximum
Limit (as hereinafter defned), at such price(s) as may be determined by the Directors of the Company from
time to time up to the Maximum Price (as hereinafter defned), whether by way of:
(i) market purchase(s) (each a “Market Purchase”) on the Singapore Exchange Securities Trading Limited (the
“SGX-ST”); and/or
(ii) off-market purchase(s) (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in
accordance with any equal access scheme(s) as may be determined or formulated by the Directors of
the Company as they consider ft, which scheme(s) shall satisfy all the conditions prescribed by the Listing
Manual (Section B: Rules of Catalist) of the SGX-ST (“Rules of Catalist”) and the Companies Act,
and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of
the Companies Act, the memorandum and articles of association of the Company and the Rules of Catalist as
may for the time being be applicable be and is hereby authorised and approved generally and unconditionally
(the “Share Buy-Back Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from
time to time during the Relevant Period and expiring on the earliest of:
(i) the conclusion of the next annual general meeting of the Company is held or date by which such annual
general meeting is required by law to be held; or
(ii) the date on which the share buybacks are carried out to the full extent of the Share Buy-Back Mandate; or
(iii) the date on which the authority contained in the Share Buy-Back Mandate is varied or revoked by the
Company in a general meeting;
(c) for purposes of this ordinary resolution:
“Maximum Limit” means ten per cent. (10%) of the total issued ordinary shares of the Company as at the date
of the passing of this Resolution 8, unless the Company has effected a reduction of the share capital of the
Notice Of Annual General Meeting