NOTICE OF ANNUAL GENERAL MEETING
Karin Technology Holdings Limited
Annual Report 2015
126
In this resolution:
“
Prescribed List
” means 10% of the issued ordinary share capital of the
Company as at the date of passing of this resolution unless the Company has
effected a reduction of the share capital of the Company in accordance with
the applicable provisions of the Companies Law, at any time during the Relevant
Period, in which event the issued ordinary share capital of the Company shall be
taken to be the amount of the issued ordinary share capital of the Company as
altered (excluding any treasury shares that may be held by the Company from
time to time); and
“
Maximum Price
” in relation to a Share to be purchased, means an amount
(excluding brokerage, stamp duties, applicable goods and services tax and other
related expenses) not exceeding:
(i)
in the case of a Market Purchase: 105% of the Average Closing Price (as
hereinafter defined); and
(ii)
in the case of an Off-Market Purchase: 120% of the Highest Last Dealt
Price (as hereinafter defined), where:
“
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 the Shares
were recorded, preceding the day of the Market Purchase, and deemed to be
adjusted for any corporate action that occurs after the relevant five-day 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
the Directors be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they and/or any of them
may consider expedient, necessary, incidental or in the interests of the Company to
give effect to the transactions contemplated and/or authorised by this resolution.”
(See
Explanatory Note 5)
