103
Annual Report 2015
TEHO INTERNATIONAL INC LTD.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN
that the Annual General Meeting (“
AGM
”) of
TEHO
INTERNATIONAL INC LTD.
(the “
Company
”) will be held at Orchard Hotel Singapore, Juniper
Room, 442 Orchard Road, Singapore 238879 on Monday, 26 October 2015 at 3.00 p.m., for
the following purposes:
AS ORDINARY BUSINESS:
1.
To receive and adopt the Audited Financial Statements for the financial year ended 30 June
2015 together with the Directors’ Report and Independent Auditors’ Report thereon.
(Resolution 1)
2.
To approve the payment of Directors’ fees of S$180,000 for the financial year ending 30
June 2016, to be paid quarterly in arrears (FY2015: S$180,000).
(Resolution 2)
3.
To re-elect Ms Lim Siew Cheng, a Director retiring pursuant to Article 107 of the Company’s
Articles of Association.
(Resolution 3)
4.
To re-elect Mr Kwah Thiam Hock, a Director retiring pursuant to Article 107 of the
Company’s Articles of Association.
(see explanatory note 1)
(Resolution 4)
5.
To re-elect Mr Oo Cheong Kwan Kelvyn, a Director retiring pursuant to Article 117 of the
Company’s Articles of Association.
(see explanatory note 2)
(Resolution 5)
6.
To re-appoint KPMG LLP as auditors of the Company and to authorise the Directors to fix
their remuneration.
(Resolution 6)
AS SPECIAL BUSINESS:
To consider and if thought fit, to pass the following Resolution as Ordinary Resolution, with or
without any modifications:
7.
Ordinary Resolution: Authority to Allot and Issue Shares
That pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of Section B:
Rules of Catalist of the Singapore Exchange Securities Trading Limited (“
SGX-ST
”) Listing
Manual (“
Catalist Rules
”), 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) options, 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 fit; and
(b) (notwithstanding the authority conferred by this Ordinary Resolution may have ceased
to be in force) issue Shares in pursuance of any Instruments made or granted by the
Directors while this Ordinary Resolution was in force,
provided that:
(1) the aggregate number of Shares or Instruments to be issued pursuant to this Ordinary
Resolution (including Shares to be issued in pursuance of the Instruments made or
granted pursuant to this Ordinary Resolution) shall not exceed 100% of the total
number of issued Shares (excluding treasury shares) (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of Shares and Instruments
to be issued other than on a
pro rata
basis to shareholders of the Company (including
Shares to be issued in pursuance of the Instruments made or granted pursuant to
this Ordinary Resolution) shall not exceed 50% of the total number of issued Shares
(excluding treasury shares) (as calculated in accordance with sub-paragraph (2)
below);
(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 that may be issued under
