107
TEHO INTERNATIONAL INC LTD.
Annual Report 2016
NOTICE
OF ANNUAL GENERAL MEETING
NOTICEISHEREBYGIVEN
thattheAnnual GeneralMeeting (“
AGM
”) of
TEHOINTERNATIONAL
INC LTD.
(the “
Company
”) will be held at Mercure Singapore Bugis, Marshall Junction, Level
3, 122 Middle Road, Singapore 188973 on Wednesday, 26 October 2016 at 3.00 p.m., for the
following purposes:
AS ORDINARYBUSINESS:
1.
To receive and adopt the Audited Financial Statements for the financial year ended 30
June 2016 together with the Directors’ Statement 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 2017, to be paid quarterly in arrears (FY2016: S$180,000).
(Resolution 2)
3.
To re-elect Mr Lim See Hoe, a Director retiring pursuant to Regulation 107 of the
Company’s Constitution.
(see explanatory note 1)
(Resolution 3)
4.
To re-elect Ms Joanne Khoo Su Nee, a Director retiring pursuant to Regulation 107 of
the Company’s Constitution.
(see explanatory note 2)
(Resolution 4)
5.
To re-appoint KPMG LLP as auditors of the Company and to authorise the Directors to
fix their remuneration.
(Resolution 5)
AS SPECIAL BUSINESS:
To consider and if thought fit, to pass the following Resolution as Ordinary Resolution, with
or without any modifications:
6.
Ordinary Resolution: Authority to Allot and Issue Shares
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore
(“
Companies Act
”) and Rule 806 of Listing Manual Section B: Rules of Catalist of the
Singapore Exchange Securities Trading Limited (“
SGX-ST
”) (“
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
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:
