Techcomp : 2016/03/29 - Notice of AGM

Techcomp-Cir (E).indd

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

TECHCOMP (HOLDINGS) LIMITED 天美(控股)有限公司*

(incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 1298) (Singapore Stock Code: T43)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Techcomp (Holdings) Limited (the "Company") will be held at 10:00 a.m., on Friday, 29 April 2016 at Meeting Room 330, Level 3, Suntec Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 and at any adjournment thereof for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the directors' report and the audited consolidated financial statements of the Company for the financial year ended 31 December 2015 together with the auditors' report thereon.

   (Resolution 1)

   
   

2. To declare a first and final dividend of HK$0.028 per ordinary share in respect of the financial year ended 31 December 2015. (Resolution 2)

   
   

3. To re-elect Ho Yew Yuen, a director retiring by rotation pursuant to Bye-law 104 of the Bye-laws of the Company, as independent non-executive director of the Company. (Resolution 3)

   
   

   Mr. Ho Yew Yuen will, upon re-election as an independent non-executive director of the Company, remain as Chairman of the Audit Committee and a member of the Nomination Committee and the Remuneration Committee and will be considered independent for the purposes of Rule 3.13 of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "SEHK").

   
   

4. To re-elect Mr. Seah Kok Khong, Manfred, a director retiring by rotation pursuant to Bye-law 104 of the Bye-laws of the Company, as independent non-executive director of the Company.

   (Resolution 4)

   
   

   Mr. Seah Kok Khong, Manfred will, upon re-election as an independent non-executive director of the Company, remain as Chairman of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee and will be considered independent for the purposes of Rule 3.13 of the Listing Rules.

   
   

5. To approve the payment of directors' fees of US$142,000 for the financial year ended 31 December 2015, to be paid quarterly in arrears, at the end of each calendar quarter (2014: US$153,000).

   (Resolution 5)

   
   

6. To appoint Deloitte Touche Tohmatsu as the Company's new auditors due to the retirement of Deloitte & Touche LLP and to authorise the directors of the Company (the "Directors") to fix their remuneration. (Resolution 6)

   
   

   * For identification purposes only

   
   

   AS SPECIAL BUSINESS

   To consider and if thought fit, to pass the following resolutions as ordinary resolutions, with or without any modifications:

   
   

7. SHARE ISSUE MANDATE

   "That authority be and is hereby given to the Directors to:

   
   

8. (i) offer, allot and issue shares of the Company (the "Shares") whether by way of rights, bonus or otherwise, and/or

   
   

   (ii) make or grant offers, agreements or options (collectively, the "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

   
   

9. (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 was in force,

   
   

   provided that:

   
   

10. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) does not exceed fifty percent (50%) 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) at the time of the passing of this Resolution, of which the aggregate number of Shares and convertible securities to be issued other than on a pro rata basis to all shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty percent (20%) 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);

    
    

11. (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (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) of the Company as at the date of the passing of this Resolution, after adjusting for:

    
    

12. new Shares arising from the conversion or exercise of convertible securities or exercise of share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed; and

    
    

13. any subsequent bonus issue, consolidation or subdivision of Shares;

    
    

14. and that such authority shall, unless revoked or varied by the Company in general meeting by ordinary resolution, continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier; and

    
    

15. in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST and the SEHK from time to time and the provisions of the Listing Manual and the Listing Rules for the time being in force (in each case, unless such compliance has been waived by the SGX-ST or the SEHK (as the case may be)), all applicable legal requirements under the Companies Act (Chapter 50 of Singapore) (the "Singapore Companies Act")) and the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and otherwise, the Bye-Laws for the time being of the Company and the applicable laws of Bermuda."




See Explanatory Note (i and ii) (Resolution 7)




By Order of the Board Techcomp (Holdings) Limited Sin Sheung Nam, Gilbert Joint Company Secretary




Hong Kong, 30 March 2016




Explanatory Notes to Resolutions to be passed -

(i) The Ordinary Resolution 7 proposed in item 7 above, if passed, will empower the Directors from the date of the AGM until the date of the next annual general meeting, to allot and issue Shares and convertible securities in the Company up to an amount not exceeding fifty percent (50%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company, of which up to twenty percent (20%) may be issued other than on a pro rata basis.




(ii) IMPORTANT: Notwithstanding the passing of the Ordinary Resolution 7 proposed in item 7 above, the Company shall from time to time comply with the relevant requirements under the Listing Rules in relation to the issuance of securities, in particular Rules 7.19(6) and 13.36 thereof.




IMPORTANT: Please read notes below. Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

   
   

2. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

   
   

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be lodged at the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for Hong Kong Shareholders), or the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road,

   #05-01, Singapore 068902 (for Singapore Shareholders) not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

   
   

4. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

   
   

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

   
   

6. A Depositor (as defined in the SFA) whose name appears in the Depository Register (as defined in the SFA) and who is unable to attend personally but wishes to appoint a nominee to attend and vote on his/her behalf, or if such Depositor is a corporation, should complete the attached CDP form of proxy and lodge the same at the office of the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902 (for Singapore Shareholders) not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

   
   

7. The register of members of the Company will be closed from Thursday, 28 April 2016 to Friday, 29 April 2016, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the meeting, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m., Wednesday, 27 April 2016 (for Hong Kong Shareholders), or with the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902 for registration not later than 5:00 p.m., Wednesday, 27 April 2016 (for Singapore Shareholders).

   
   

8. The register of members of the Company will be closed on Monday, 9 May 2016, during which period no transfer of shares will be registered. In order to establish entitlements to the proposed final dividend, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m., Friday, 6 May 2016 (for Hong Kong Shareholders), or with the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902 for registration not later than 5:00 p.m., Friday, 6 May 2016 (for Singapore Shareholders).

   
   

   Personal Data Privacy

9. By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, sue and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.