SHANGHAI ASIA HOLDINGS LIMITED 
By Registration No.: 200309262D
(Incorporated in the Republic of Singapore)
NOTICE OF 8th ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the 8th Annual General Meeting of the Company will be held at Sheraton Tower Singapore, 39 Scotts Road, Level 2, Ballroom 4, Singapore 228230 on 26 April 2012 at 10.00 a.m. to transact the following business:
AS ORDINARY BUSINESS
1. To receive and adopt the Audited Financial Statements for
the year ended 31 December 2011 and the Reports of the
Directors and the Auditors thereon. (Resolution 1)
2. To declare a final tax exempt (1-tier) dividend of 1.00
Singapore cents per ordinary share for the year ended 31
December 2011.
3. To approve the Directors' fees of S$467,500 for the year
ended 31 December 2011. (2010: S$405,000)
(See Explanatory Note 1) (Resolution 3)
4. To re-appoint Mr Tay Joo Soon to hold office until the
next Annual General Meeting pursuant to Section 153(6) of the
Companies Act, Chapter
50.
Mr Tay Joo Soon shall, upon re-appointment as a Director of
the Company, remain as the Chairman of the Nominating
Committee and a member of the Audit and Remuneration
Committee, and shall be considered independent for the
purposes of Rule 704(8) of the Listing Manual of the
SGX-ST. | (Resolution 4) | |
5. | To re-elect Mr Liu Yi Fang who is retiring in accordance with Article 91(b) of the Company's Articles of Association. | (Resolution 5) |
6. | To re-elect Mr Gary Yen who is retiring in accordance with Article 91(b) of the Company's Articles of Association. | (Resolution 6) |
7. | To re-elect Mr Liu Ying Kang who is retiring in accordance with Article 91(b) of the Company's Articles of Association. | (Resolution 7) |
8. | To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. | (Resolution 8) |
To consider and, if thought fit, to pass the following
ordinary resolutions with or without modifications:
9. Authority to issue shares and convertible securities
(Resolution 9)
"That:
(a) pursuant to Section 161 of the Companies Act, Chapter 50
and the listing rules of the SGX-ST, approval 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;
and
(b) (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 the authority was 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% (or such other limit as may be prescribed
by the SGX-ST) of the Company's total number of issued shares
excluding treasury shares, 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% (or such other limit as may
be prescribed by the SGX-ST) of the Company's total number of
issued shares excluding treasury shares, and for the purpose
of this Resolution, the total number of issued shares
excluding treasury shares is based on the Company's total
number of issued shares excluding treasury shares at the time
this Resolution is passed, after adjusting for:
(a) new shares arising upon the conversion or exercise of any
convertible securities or share options or vesting of share
awards which are outstanding or subsisting at the time that
the Ordinary Resolution is passed; and
(b) any subsequent bonus issue, consolidation or subdivision
of shares;
(ii) such authority shall, unless revoked or varied by the
Company in General Meeting, continue in force until the
conclusion of the next Annual General Meeting 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 2)
10. Renewal of Shareholders' Mandate for Interested Person
Transactions (Resolution 10)
"That:
(a) approval be and is hereby given, for the purposes of
Chapter 9 of the Listing Manual ("Chapter 9") of the SGX-ST,
for the Company, its subsidiaries and associated companies
(if any), or any of them, to enter into any of the
transactions falling within the types of Interested Person
Transactions described in the Appendix, with any person who
falls within the classes of Interested Persons as described
in the Appendix, provided that such transactions are made on
normal commercial terms and in accordance with the review
procedures for Interested Person Transactions as set out in
the Appendix (the "Shareholders' Mandate");
(b) the Shareholders' Mandate shall, unless revoked or varied
by the Company in general meeting, continue in force until
the date on which the next Annual General Meeting of the
Company is held or is required by law to be held, whichever
is the earlier;
(c) the Audit Committee of the Company be and is hereby
authorised to take such action as it deems proper in respect
of such procedures and/ or to modify or implement such
procedures as may be necessary to take into consideration any
amendment to Chapter 9 which may be prescribed by the SGX-ST
from time to time; and
(d) the Directors of the Company be and are hereby authorised
to complete and do all such acts and things (including,
without limitation, executing all such documents as may be
required) as they may consider expedient or necessary or in
the interests of the Company to give effect to the
Shareholders' Mandate and/or this Resolution." (See
Explanatory Note 3)
11. To transact any other business which may be properly
transacted at an Annual General Meeting.
NOTICE IS HEREBY GIVEN that the Share Transfer Books and
Register of Members of the Company will be closed on 21 May
2012 for the purpose of determining Members' entitlements to
the final dividend to be proposed at the 8th
Annual General Meeting of the Company to be held on 26
April
2012.
Duly completed registrable transfers in respect of the shares
in the Company received up to the close of business at 5.00
p.m. on 18 May 2012 by the Company's Share Registrar, Tricor
Barbinder Share Registration Services, 80 Robinson Road,
#02-00, Singapore 068898 will be registered to determine
Members' entitlements to such dividend. Members whose
Securities Accounts with The Central Depository (Pte) Ltd are
credited with shares in the Company as at 5.00 p.m. on 18 May
2012 will be entitled to such proposed dividend.
The proposed final dividend, if approved at the
8th Annual General Meeting, will be paid on 31
May 2012.
By Order of the Board
Lee Wei Hsiung
Company Secretary
11 April 2012
1. A Member of the Company entitled to attend and vote at the
Meeting is entitled to appoint not more than two proxies to
attend and vote in his stead.
2. A proxy need not be a Member of the Company.
3. If the appointor is a corporation, the proxy must be
executed under seal or the hand of its duly authorised
officer or attorney.
4. The instrument appointing a proxy must be deposited at the
registered office of the Company at 80 Robinson Road, #02-00,
Singapore 068898 not later than 48 hours before the time
appointed for the Meeting.
1. Ordinary Resolution 3 is to approve the Directors' fees of
S$467,500 which include the payment of additional Directors'
fees of S$227,500 to the Non-Executive and Independent
Directors in recognition of their extra effort and time spent
(including attendance at additional Board meetings held in
2011) in respect of the proposed sale of substantially all of
the assets, liabilities and businesses of the Company.
2. Ordinary Resolution 9, if passed, will empower the
Directors of the Company to issue shares and convertible
securities in the Company provided that the aggregate number
of shares and convertible securities to be issued does not
exceed 50% of the Company's total number of issued shares
excluding treasury shares, of which the aggregate number of
shares and convertible securities to be issued other than on
a pro-rata basis to shareholders of the Company does not
exceed 20% of the Company's total number of issued shares
excluding treasury shares for such purposes as they consider
would be in the interests of the Company. The total number of
issued shares excluding treasury shares is based on the
Company's total number of issued shares excluding treasury
shares at the time this resolution is passed after adjusting
for new shares arising from the conversion of convertible
securities on issue at the time the resolution is passed and
any subsequent bonus issue, consolidation or subdivision of
the Company's shares. This authority will, unless 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 the earlier.
3. Ordinary Resolution 10 relates to the renewal of a mandate
given by Shareholders on 26 April 2011 allowing the Company,
its subsidiaries and associated companies (if any) or any of
them to enter into transactions with interested persons as
defined in Chapter 9 of the Listing Manual of the SGX-ST.
Please refer to the Appendix to this Notice of Annual General
Meeting for details.
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