BEYONICS TECHNOLOGY LIMITED
(Incorporated in the Republic of Singapore)
Company Registration No. 199408168G
Notice of ANNuAl GeNerAl MeetiNGNOTICE IS HEREBY GIVEN that the 17th Annual General Meeting of the Company will be held at Raffles Marina, Bridge Room, 10 Tuas West Drive, Singapore 638404 on Tuesday, 29 November 2011 at 9.00 a.m. to transact the following business:-
Ordinary Business
1. To receive and consider the audited accounts for the year
ended 31 July 2011 and the reports of the Directors and
Auditors thereon.
2. To approve Directors' Fees of S$218,000 for the year ended
31 July 2011. [Year 2010: S$175,000].
3. To re-elect Mr Chua Tat Seng who retires in accordance
with the Company's Articles of Association, as
Director of the Company. [See Explanatory Note (a)]
4. To re-elect Mr Goh Chan Peng who retires in accordance
with the Company's Articles of Association, as
Director of the Company.
5. To re-appoint Ernst & Young LLP as Auditors of the Company
and to authorise the Directors to fix their remuneration.
6. To consider and, if thought fit, to pass the following
resolution with or without amendments as an ordinary
resolution:-
Authority to issue shares
(1) That pursuant to Section 161 of the Companies Act (Cap.
50) and the rules of the listing manual ("Listing Manual") of
the Singapore Exchange Securities Trading Limited ("SGX-ST"),
authority be and is hereby given to the Directors of the
Company to:-
(i) issue shares in the capital of the Company ("Shares") (whether by way of rights, bonus or otherwise);
and/or
(ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such
purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(2) notwithstanding the authority conferred by this
resolution may have ceased to be in force, issue Shares in
pursuance of any Instrument made or granted by the Directors
while this resolution is in force, PROVIDED THAT:
(i) the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed
50 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 20 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below);
(ii) subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (i) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this resolution, after adjusting for:
(aa) new Shares arising from the conversion or exercise of
any convertible securities and share options that have been
issued pursuant to any previous shareholders' approval and
which are outstanding as at the date of the passing of this
resolution; and
(bb) any subsequent bonus issue, consolidation or subdivision
of Shares.
(iii) in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and
(iv) unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue in force until the conclusion of 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 the earlier. [See Explanatory Note (b)]
7. To transact any other business which may properly be
transacted at an Annual General Meeting. BY ORDER OF THE
BOARD
TAY PENG HUAT Company Secretary
Singapore
Date: 14 November 2011
of the Company. The instrument appointing a proxy (or
representative) must be lodged at the registered office
of
the Company at 30 Marsiling Industrial Estate Road 8,
Singapore 739193 not less than forty-eight hours before the
time set for holding of the meeting.
(a) Mr Chua Tat Seng, if re-elected, will remain as a member
of the audit committee and will be considered as an
independent director.
(b) The ordinary resolution set out in item 6 above, if
passed, will empower the Directors from the date of the above
Meeting until the date of the next Annual General Meeting, to
issue shares and convertible securities in the Company up to
a number not exceeding in total 50 per cent. of the total
number of issued shares (excluding treasury shares) in the
capital of the Company, with a sub-limit of 20 per cent. for
issues other than on a pro-rata basis to shareholders, as
more particularly set out in the resolution.