NOTICE OF ANNUAL GENERAL MEETING
Annual Report 2015
Karin Technology Holdings Limited
127
11.
To transact any other business which may be properly transacted at an Annual
General Meeting.
BY ORDER OF THE BOARD
Wong Chi Cheung, Clarence
Chan Lai Yin
Joint Company Secretaries
Singapore, 13 October 2015
Explanatory Notes on Businesses to be Transacted:–
1.
Prof Ng Tung Sang, if re-elected, will remain as Chairman of the Nominating Committee, Member of Audit and
Risk Management Committee and Remuneration Committee. Prof Ng Tung Sang will be considered independent
for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited. The
detailed information of Prof Ng Tung Sang can be found under Board of Directors Section of the Company’s
Annual Report. There are no relationships (including immediate family relationship) between Prof Ng Tung Sang
and the other Directors and the Company or its 10% shareholders.
2.
Resolution 7, if passed, will empower the Directors from the date of the above Meeting until the date of the
next Annual General Meeting, to allot and issue Shares and convertible securities in the Company. The aggregate
number of Shares (including any Shares issued pursuant to the convertible securities) which the Directors may
allot and issue under this Resolution will not exceed 50% of the Company’s total number of issued shares
excluding treasury shares of the Company. For issues of shares other than on a pro rata basis to all shareholders,
the aggregate number of shares to be issued will not exceed 20% of Company’s total number of issued Shares
excluding treasury shares of the Company. This authority will, unless previously revoked or varied at a general
meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual
General Meeting of the Company is required by law to be held, whichever is earlier. However, notwithstanding
the cessation of this authority, the Directors are empowered to issue Shares pursuant to any Instrument made
or granted under this authority.
3.
Resolution 8, if passed, will empower the Directors, from the date of the above meeting until the next Annual
General Meeting, to grant awards and to allot and issue such number of fully paid Shares from time to time as
may be required to be issued pursuant to the Plan, provided that the aggregate number of Shares to be issued
pursuant to the Plan and all share awards or share options granted under any other schemes implemented by
the Company (if any) shall not exceed 15% of the total number of issued Shares (excluding treasury shares) from
time to time.
4.
Resolution 9, if passed, will empower the Directors of the Company to offer and grant options under the 2014
ESOS and to allot and issue shares pursuant to the exercise of such options under the 2014 ESOS not exceeding
15% of the total number of issued shares excluding treasury shares in the capital of the Company from time to
time.
5.
Resolution 11, if passed, will empower the Directors, from the date of the above meeting until the next Annual
General Meeting, to repurchase Shares by way of Market Purchases or Off-Market Purchases of up to 10% of
the issued ordinary share capital of the Company at such price up to the Maximum Price. Information relating
to this proposed resolution is set out in the appendix attached to the annual report.
