Strength & Stability - ECS Holdings Limited

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(iv) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution. [See Explanatory Note (v)] [Resolution 6(f)] 7 To transact any other business that may be properly transacted at an annual general meeting. [Resolution 7] By Order of the Board Eddie Foo Toon Ee Company Secretary Singapore 14 April 2009 Explanatory Notes : (i) Resolution 6(a), if passed, will authorise the Directors to issue shares in the capital of the Company and to make or grant Instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such Instruments, up to a number not exceeding (i) 50% of the total number of issued shares in the capital of the Company, of which up to 20% may be issued other than on a pro rata basis to shareholders and (ii) the aforesaid limit of 50% may be increased to 100% for issue of shares and/or Instruments by way of renounceable rights issue where shareholders of the Company are entitled to participate in the same on a pro rata basis. For the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares shall be based on the total number of issued shares excluding treasury shares in the capital of the Company at the time that Resolution 6(a) is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities, (b) new shares arising from the exercise of share options or vesting of share awards which are outstanding or subsisting at the time that Resolution 6(a) is passed, provided that the aforesaid share options or share awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual, (c) any subsequent bonus issue or consolidation or subdivision or shares. The authority for undertaking pro rata renounceable rights issues of up to 100% of the Company’s issued share capital is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which, inter alia, introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers. If Resolution 6(a) is approved, a renounceable rights issue made pursuant to the mandate is conditional upon the Company:- • making periodic announcements on the use of the proceeds as and when the funds are materially disbursed; and • providing a status report on the use of proceeds in the annual report. Resolution 6(a), if passed, will provide the Directors with an opportunity to raise funds and avoid prolonged market exposure by reducing the time taken for shareholders’ approval, in the event such need arises. The risk to minority shareholders’ interests are mitigated as all shareholders have equal opportunities to participate and can dispose of their entitlements through trading of nil-paid rights if they do not wish to subscribe for their rights shares pursuant to any renounceable rights issue. Notice of Annual General Meeting p. 104 ECS Holdings Limited
(ii) Resolution 6(b), if passed, will authorise the Directors to issue new shares in pursuance of the share issue mandate granted under Resolution 6(a), to subscribers or placees, on a non pro rata basis, at a discount of not more than 20% to the weighted average price for trades done on the SGX-ST for the full market day on which the placement or subscription agreement is signed. The maximum discount of 20% is proposed pursuant to the SGX-ST’s news release of 19 February 2009 which, inter alia, introduced further measures to accelerate and facilitate the fund raising efforts of listed issuers. (iii) Resolution 6(c), if passed, will authorise the Directors to offer and grant options and to allot and issue shares pursuant to the ECS Share Option Scheme II, provided that the aggregate number of shares issued pursuant to the ECS Share Option Scheme II shall not exceed fifteen (15) per cent of the total number of issued shares in the capital of the Company from time to time. (iv) Resolutions 6(d) and 6(e), if passed, will authorise the Company, its subsidiaries and associated companies, from the date of the annual general meeting until the conclusion of the next annual general meeting, to enter into interested person transactions with certain interested persons of the Company, its subsidiaries and/or associated companies. Each of such mandates shall, unless revoked or varied by the Company in general meeting, continue in force until the next annual general meeting of the Company. For further details on the interested person transactions and interested persons referred to, please see the appendices Appendix A to this Notice. (v) Resolution 6(f), if passed, will renew effective up to the next annual general meeting (unless earlier revoked or varied by the Company in general meeting) the Share Buy-back Mandate for the Company to purchase or acquire its ordinary shares. The amount of financing required for the Company to purchase or acquire its ordinary shares, and the impact on the Company’s financial position, cannot be ascertained as at the date of the Notice of Annual General Meeting as these will depend on the number of ordinary shares purchased or acquired and the price at which such ordinary shares were purchased or acquired. For further details on the Share Buyback Mandate, please see Appendix B to this Notice. Proxies : A member entitled to attend and vote at the annual general meeting may appoint not more than two proxies to attend and vote on his behalf and where a member appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy. A proxy need not be a member of the Company. The instrument appointing a proxy must be deposited at the office of the Company’s Share Registrar, M & C Services Private Limited, 138 Robinson Road #17-00, The Corporate Office, Singapore 068906, not less than forty-eight hours before the time set for the holding of the annual general meeting. NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATE NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members of the Company will be closed on 9 May 2009, for the purpose of determining the members’ entitlements to the dividend to be proposed at the Annual General Meeting of the Company to be held on 30 April 2009. Duly completed registrable transfers in respect of shares in the Company received up to the close of business at 5.00 p.m. on 8 May 2009 by the Company’s Share Registrar, M & C Services Private Limited, 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 8 May 2009 will be entitled to such proposed dividend. The proposed dividend, if approved at the Annual General Meeting, will be paid on 22 May 2009. Notice of Annual General Meeting Annual Report 2008 p. 105
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ECS HOLDINGS LIMITED Annual Report
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ECS Holdings Limited (“ECS” or
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Annual Report 2008 p. 03
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Dear Stakeholders I am pleased to p
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AN OVERVIEW FY2008 distinguishes it
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We believe that by honing these ope
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Stroll down memory lane and re-live
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SHAREHOLDERS’ EQUITY ($ million)
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1. CHAIRMAN Mr Li Jia Lin was appoi
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1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
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7. President (The Value Systems Co.
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2008 AWARDS Group • ECS Holdings
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Financial Contents Corporate Govern
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The Board intends to hold about fou
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Level and Mix of Remuneration; Disc
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Audit Committee Principle 11 : The
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D) COMMUNICATION WITH SHAREHOLDERS
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Directors’ Interests (Cont’d) E
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Share Options (Cont’d) Except as
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In our opinion: (a) (b) the financi
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Opinion In our opinion: (a) (b) the
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Note 2008 2007 $’000 $’000 Reve
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Total attributable to equity Share
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Note 2008 2007 $’000 $’000 Fina
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Strength & Stability - ECS Holdings Limited

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