Page 67 - ar2012

TEHO INTERNATIONAL INC LTD Annual Report 2012 65
Notice of
Annual General Meeting
TEHO INTERNATIONAL INC LTD.
(Company Registration Number 200811433K)
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of TEHO INTERNATIONAL
INC LTD. (the “ Company”) will be held at 8 Wilkie Road #03-08 Wilkie Edge, Singapore
228095 on Thursday, 25 October 2012 at 3.00 p.m., for the following purposes:
AS ORDINARY BUSINESS:
1. To receive and adopt the Directors’ Report and Financial Statements
for the fnancial year ended 30 June 2012 together with the Auditors’
Report thereon.
(Resolution 1)
2. To approve the payment of a frst and fnal (tax exempt one-tier)
dividend of 0.8 cent per ordinary share for the fnancial year ended
30 June 2012.
(Resolution 2)
3. To approve the payment of Directors’ fees of S$150,000 for the
fnancial year ended 30 June 2012.
(Resolution 3)
4. To re-elect Mr Lim See Hoe, a Director, retiring by rotation under
Article 107 of the Company’s Articles of Association.
(Resolution 4)
5. To re-elect Mr Terrance Tan Kong Hwa, a Director, retiring by rotation
under Article 107 of the Company’s Articles of Association.
(Resolution 5)
(see explanatory note 1)
(Resolution 6)
6. To re-elect Mr Khoo Ming Hon, a Director retiring by rotation under
Article 107 of the Company’s Articles of Association.
(see explanatory note 2)
7 To re-appoint Messrs RSM Chio Lim LLP as Auditors of the Company
and to authorise the Directors to fx their remuneration.
(Resolution 7)
AS SPECIAL BUSINESS:
To consider and, if thought ft, to pass the following Resolution as Special Resolution, with or
without any modifcations:
8. Special Resolution: Authority to Allot and Issue Shares
“That pursuant to Section 161 of the Companies Act, Cap. 50, and
Rule 806 of the Catalist Rules of the Singapore Exchange Securities
Trading Limited (“SGX-ST”), authority be and is hereby given to the
Directors to:
(a) (i) issue shares in the capital of the Company (the “Shares”)
whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options 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 (collectively, “Instruments”),
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 ft; and
(b) (notwithstanding the authority conferred by this Special
Resolution may have ceased to be in force) issue Shares
in pursuance of any Instruments made or granted by the
Directors while this Special Resolution was in force,
provided that:
(i) the aggregate number of Shares or Instruments to be
issued pursuant to this Special Resolution (including
Shares to be issued in pursuance of Instruments made
or granted pursuant to this Special Resolution) whether
on a pro rata or non pro rata basis, does not exceed
100% of the issued share (excluding treasury shares) in
the capital of the Company (as calculated in accordance
with sub-paragraph (ii) below);
(Resolution 8)