2.2.4 Maximum Purchase or Acquisition Price
The purchase or acquisition price (excluding brokerage, trading fee, clearing fee, applicable goods and
services tax and other related expenses) to be paid for the Shares will be determined by the Directors.
However, the purchase or acquisition price must not exceed:
(a)
in the case of a Market Purchase, 105% of the Average Closing Price (as defined below); and
(b)
in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Highest
Last Dealt Price (as defined below),
(the “
Maximum Price
”) in either case, excluding related expenses of the purchase or acquisition.
For the above purposes:
“
Average Closing Price
” means the average of the closing market prices of a Share over the last five (5)
Market Days on which transactions in Shares were recorded, preceding the date of the Market Purchase,
and deemed to be adjusted for any corporate action that occurs after such five-day period;
“
Highest Last Dealt Price
” means the highest price transacted for a Share as recorded on the Market Day
on which transactions in Shares were recorded, immediately preceding the date of the making of the
offer (as defined below) for an Off-Market Purchase; and
“
date of themaking of the offer
” means the date on which the Company announces its intention to make
an offer for an Off-Market Purchase, stating the purchase or acquisition price (which shall not be more
than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share
and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.
2.3 Status of Purchased or Acquired Shares
Any Share which is purchased or acquired by the Company is deemed cancelled immediately on purchase or
acquisition (and all rights and privileges attached to that Share will expire on cancellation), unless such Share is
held by the Company as a treasury share. Accordingly, the total number of issued Shares will be diminished by
the number of Shares purchased or acquired by the Company and which are not held as treasury shares. At the
time of each purchase or acquisition of Shares by the Company, the Directors will decide whether the Shares
purchased or acquired will be cancelled or kept as treasury shares, or partly cancelled and partly kept as treasury
shares, depending on the needs of the Company at that time.
Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury
shares. Some of the key provisions on treasury shares under the Companies Act are summarised below:
(a)
Maximum Holdings
The aggregate number of Shares held as treasury shares cannot at any time exceed 10% of the total
number of issued Shares.
(b)
Voting and Other Rights
The Company will not have the right to attend or vote at meetings and/or to receive any dividends in
respect of treasury shares. However, the allotment of treasury shares as fully paid bonus shares is allowed.
Furthermore, a subdivision or consolidation of any treasury share into treasury shares of a greater or smaller
number is allowed, if the total value of the treasury shares after the subdivision or consolidation is the
same as the total value of the treasury share before the subdivision or consolidation, as the case may be.
letter to
shareholders
• e x p e r i e n c i n g
k i n g s m e n
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