Page 122 - ar2011

120 kingsmen creatives ltd
11. Proposed renewal of the Share Purchase Mandate
“That:
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company of all the powers of
the Company to purchase or otherwise acquire ordinary Shares in the issued share capital of the Company not exceeding in aggregate
the Prescribed Limit (as hereafter defned), at such price or prices as may be determined by the Directors of the Company from time to
time up to the Maximum Price (as hereafter defned), whether by way of:
(i) market purchases (each a “Market Purchase” ) on the SGX-ST transacted through the Central Limit Order Book (CLOB) trading
system, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the SGX-ST in accordance with any equal
access scheme as may be determined or formulated by the Directors of the Company as they consider ft, such scheme shall
satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time being be applicable, be and
is hereby authorised and approved generally and unconditionally (the “Share Purchase Mandate”);
(b) the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors
of the Company at any time and from time to time during the period commencing from the passing of this Resolution and expiring
on the earliest of:
(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held;
(ii) the date on which Share purchases have been carried out to the full extent of the Share Purchase Mandate; or
(iii) the date on which the authority contained in the Share Purchase Mandate is varied or revoked by an ordinary resolution of
shareholders of the Company in general meeting;
(c) in this Resolution:
“Prescribed Limit” means 10.0 percent of the issued ordinary Shares (excluding treasury shares) of the Company as at the date of the
passing of this Resolution; and
“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage, commissions, stamp duties,
applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of a Market Purchase: 105.0 percent of the Average Closing Price; and
(ii) in the case of an Off-Market Purchase: 120.0 percent of the Highest Last Dealt Price,
where:
“Average Closing Price” is the average of the closing market prices of a Share over the last fve (5) Market Days, on which transactions
in the Shares were recorded, preceding the day of the Market Purchase, and deemed to be adjusted for any corporate action that
occurs after such fve-day market period;
“Highest Last Dealt Price” means the highest price transacted for a Share as recorded on the Market Day on which there were trades
in the Shares immediately preceding the day of the making of the offer pursuant to the Off-Market Purchase; and
“day of the making of the offer” means the day on which the Company announces its intention to make an offer for the
purchase of Shares from shareholders of the Company stating the purchase price (which shall not be more than the Maximum Price
calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market
Purchase; and