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122 kingsmen creatives ltd
Explanatory Notes:
(i) Mr Wong Ah Long is an Independent Director of the Company. He also serves as the Chairman of the Remuneration Committee and as
a Member of the Audit Committee and Nominating Committee. Upon his re-election, Mr Wong will continue to serve as the Chairman of
the Remuneration Committee and as a Member of Audit Committee and Nominating Committee. He will be considered independent for the
purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
(ii) The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors of the Company to issue Shares, make or grant
instruments convertible into Shares and to issue Shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the
total number of issued Shares (excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a
pro-rata basis to shareholders.
For determining the aggregate number of Shares that may be issued on a pro-rata basis, the total number of issued Shares (excluding
treasury shares) will be calculated based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at
the time this Ordinary Resolution is passed after adjusting for 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 when this Ordinary Resolution is passed and any
subsequent bonus issue, consolidation or subdivision of Shares. In determining the 20% which may be issued other than on a pro-rata basis,
the total number of issued Shares (excluding treasury shares) will be calculated based on the total number of issued Shares (excluding treasury
shares) in the capital of the Company at the time the Ordinary Resolution 7 is passed.
(iii) The Ordinary Resolution 8 proposed in item 8 above, if passed, will empower the Directors of the Company, to allot and issue Shares upon
the exercise of such options in accordance with the provisions of the Kingsmen SOS.
(iv) The Ordinary Resolution 9 proposed in item 9 above, if passed, will empower the Directors of the Company, to allot and issue such number of
fully paid Shares from time to time as may be required to be issued pursuant to the provisions of the Kingsmen Performance Share Scheme.
(v) The grant of awards to any controlling shareholders of the Company or their associates will have to be approved by shareholders of the
Company. Mr Roy Ong Chin Kwan is an immediate family member of Simon Ong Chin Sim, a controlling shareholder of the Company. Mr
Roy Ong is deemed to be an associate of Simon Ong. The award of 50,000 special reward shares to Mr Roy Ong is recommended in view of
his good performance and contribution to the Group for the fnancial year ended 31 December 2011.
(vi) The Ordinary Resolution 11 in item 11 above, if passed, will empower the Directors of the Company to purchase or otherwise acquire Shares
by way of Market Purchases or Off-Market Purchases, provided that the aggregate number of Shares to be purchased or acquired under
the Share Purchase Mandate does not exceed the Prescribed Limit, and at such price or prices as may be determined by the Directors of
the Company from time to time up to the Maximum Price. The information relating to this proposed Ordinary Resolution is set out in the
Appendix enclosed together with 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 its common seal or the hand of its attorney or a duly
authorised offcer.
4. The instrument appointing a proxy must be deposited at the registered offce of the Company at 3 Changi South Lane, Singapore 486118
not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting.