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TEHO INTERNATIONAL INC LTD.
Annual Report 2015
sub-paragraph (1) above, the total number of issued Shares (excluding treasury
shares) shall be based on the total number of issued Shares (excluding treasury
shares) at the time of passing this Ordinary Resolution, after adjusting for:
(a) new Shares arising from the conversion or exercise of any convertible
securities;
(b) new Shares arising from the exercise of share options or vesting of share
awards outstanding or subsisting at the time of passing this Ordinary
Resolution, provided the options or awards were granted in compliance with
Part VIII of Chapter 8 of the Catalist Rules; and
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
(3) in exercising the authority conferred by this Ordinary Resolution, the Directors shall
comply with the provisions of the Catalist Rules for the time being in force (unless
such compliance has been waived by the SGX-ST) and the Articles of Association
for the time being of the Company; and
(4) unless revoked or varied by the Company in general meeting, such authority
conferred by this Ordinary 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 Catalist Rules to be held, whichever is earlier.
(see explanatory note 3)
(Resolution 7)
8.
To transact any other business that may be properly transacted at an AGM.
BY ORDER OF THE BOARD
Phua Sian Chin
Wee Woon Hong
Company Secretaries
Singapore
9 October 2015
Explanatory Notes:
1.
Mr Kwah Thiam Hock will, upon re-election as a Director of the Company, remain as the
Chairman of the Audit Committee and a member of the Nominating and Remuneration
Committees of the Company, and will be considered independent for the purposes of Rule
704(7) of the Catalist Rules.
2.
Mr Oo Cheong Kwan Kelvyn will, upon re-election as a Director of the Company, remain as
the Chairman of the Nominating Committee and a member of the Audit and Remuneration
Committees of the Company, and will be considered independent for the purposes of Rule
704(7) of the Catalist Rules.
3.
The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors
of the Company from the date of this AGM until the date of the next AGM is to be held or
is required by law to be held, whichever is earlier, to allot and issue Shares and convertible
securities in the capital of the Company. The aggregate number of Shares (including
Shares to be made in pursuance of Instruments made or granted pursuant to this Ordinary
Resolution) to be allotted and issued shall not exceed 100% of the total number of issued
Shares (excluding treasury shares) at the time of passing this Ordinary Resolution. For issue
of Shares (including Shares to be made in pursuance of Instruments made or granted
pursuant to this Ordinary Resolution) other than on a pro rata basis to all shareholders, the
aggregate number of Shares (including Shares to be made in pursuance of Instruments
made or granted pursuant to this Ordinary Resolution) to be allotted and issued shall not
exceed 50% of the total number of issued Shares (excluding treasury shares) at the time of
passing this Ordinary Resolution. This authority will, unless previously revoked or varied at
a general meeting, expire at the next AGM.
NOTICE OF ANNUAL GENERAL MEETING
