SINO CONSTRUCTION LIMITED
(Incorporated in Singapore)
Registration No. 200613299H
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Laguna National Golf & Country Club at 11 Laguna Goll Green, Singapore 488047, on Monday, 27 April 2009 at 9.30 a.m. for the following purposes: ORDINARY BUSINESS
1. To receive and adopt the audited accounts for the financial year ended 31 December 2008, together with the Reports of the Directors and the Auditors and the Statement of Directors. (Resolution 1)
2. To declare a one-tier tax exempt first and final dividend of 1.25 Singapore cents per ordinary share for the financial year ended 31 December 2008. {Resolution 2)
3. To re-elect the following Directors retiring pursuant to the Article 104 of the Company's Articles of Association:
Mr Zou Cun Yu (Resolution 3)
Mr Qin Zhang Sheng (Resolution 4)
Mr Lai Seng Kwoon (Resolution 5)
Mr Bob Low Siew Sie (Resolution 6)
Mr Yap Wai Ming (Resolution 7)
Mr Lai Seng Kwoon, Mr Bob Low Siew Sie and Mr Yap Wai Ming will, upon re-election as Directors of the Company, remain as chairman and members respectively of the Audit Committee. The Board considers Mr Lai Seng Kwoon, Mr Bob Low Siew Sie and Mr Yap Wai Ming to be independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
4. To approve the payment of Directors' fees of SS380.000 for the financial year ended 31 December 2008. (Resolution B)
5. To re-appoint Messrs Ernst & Young LLP as the Company's auditors and to authorise the Directors to fix their remuneration. (Resolution 9)
6. To transact any other ordinary business that may be properly transacted at an Annual General Meeting.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions:
7. "That pursuant to Section 161 of the Companies Act, Cap. 50, and the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:-
(A) (i) allot and Issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, "Instruments") 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,
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 that this authority may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this authority was in force,
provided that:-
(1) the aggregate number of shares to be issued pursuant to this authority (including shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed 50% (or 100%, in the event of a pro-rata renounceable rights issue) of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro-rata basis to the existing shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not exceed 20% of the issued share capital of the Company (as calculated in accordance with subparagraph (2) below);
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose ol determining the aggregate number of shares that may be issued under subparagraph (1) above, the percentage of issued share capital shall be based on the issued share capital of the Company at the time this authority is given, after adjusting for:-
(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of
share awards which are outstanding or subsisting at the time this authority is given; and (ii) any subsequent consolidation or sub-division of shares;
(3) in exercising the authority conferred by this authority, the Directors shall comply with the provisions of the Listing Manual 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) this authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law and the Listing Manual to be held, whichever is the earlier.".
[See explanatory note below) (Resolution 10)
BY ORDER OF THE BOARD
Cheryl Maya Voo
Company Secretary
Singapore
9 April 2009
Explanatory Note:
Ordinary Resolution 11 above, If passed, will empower the Directors from the date of the above meeting until the date of the
next Annual General Meeting, to issue shares and convertible securities in the Company up to the amount not exceeding 50%
(or 100%, in the event of a pro-rata renounceable rights issue) of the issued share capital of the Company, of which up to 20%
of the issued share capital of the Company may be issued other than on a pro-rata basis. With effect from 20 February 2009,
SGX-ST has permitted issuers to issue up to 100% of its issued share capital via a pro-rata renounceable rights issue. This
measure is subject to the condition that the issuer makes periodic announcements on the use of the proceeds as and when the
funds are materially disbursed and provides a status report on the use ol proceeds in the annual report.
Notes:
(1) A member of the Company entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote instead of him.
(2) Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the proxies. A proxy need not be a member of the Company.
(3) If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an officer or attorney duly authorised.
(4) The instrument appointing a proxy must be deposited at the Company's registered office at 88 Amoy Street, Level Three, Singapore 069907, not less than 48 hours before the time appointed for holding the Annual General Meeting. |