KINGSMEN CREATIVES LTD
ANNUAL REPORT
2014
101
13.
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 defined), 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 defined), 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 fit, 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 or acquisitions 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 ten per cent. (10%) 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 or acquired, 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 per cent. (105%) of the Average Closing Price (as hereafter
defined); and
(ii)
in the case of an Off-Market Purchase: 120 per cent. (120%) of the Highest Last Dealt Price (as hereafter
defined),
where:
“
Average Closing Price
” is the average of the closing market prices of a Share over the last five (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 five-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 (as hereafter
defined) 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 or acquisition 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
(d)
the Directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they may consider expedient or necessary to
give effect to the transactions contemplated by this Resolution.”
[See Explanatory Note (v)]
(Resolution 12)
By Order of the Board of Directors of the Company
Yang Yanru, Cheryl
Tan Yong Kwang
Joint Company Secretaries
Singapore
15 April 2015
Notice of Twelfth Annual General Meeting
