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 PurchaseMandate
”);
(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 is 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,
trading fee, clearing fee, 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 or acquisition
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
13 April 2016
k i n g s m e n c r e a t i v e s l t d
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