Hatching For The Future - teo seng capital berhad

Teo Seng Capital Berhad
APPENDIX I
Proposed Amendments To The Articles Of
Association Of The Company
THAT the existing articles in the Articles of Association be amended by substituting with the proposed articles as set out
below:
Article
No.
EXISTING ARTICLES PROPOSED ARTICLES Rationale(s)
2
New provision
“Share Issuance Scheme” means a
scheme involving a new issuance of
shares to the employees.
Pursuant to
Para. 1.01 of
the Listing
Requirements
4
Subject to the Act and to the conditions
restrictions and limitations expressed in
these Articles, the directors may allot, grant
options over or otherwise dispose of the
unissued share capital of the Company to
such persons, at such time and on such
terms as they think proper, PROVIDED
ALWAYS THAT:-
Subject to the Act and to the conditions
restrictions and limitations expressed in
these Articles, the directors may allot, grant
options over or otherwise dispose of the
unissued share capital of the Company to
such persons, at such time and on such
terms as they think proper, PROVIDED
ALWAYS THAT:-
Pursuant to
Para. 7.03 of
the Listing
Requirements
(a)
no shares shall be issued at a discount
except in compliance with the provision
of the Act;
(a)
no shares shall be issued at a discount
except in compliance with the provision
of the Act;
(b)
no shares shall be issued which will shall
have the effect of transferring a
controlling interest in the Company
without prior approval of the members in
general meeting;
(b)
no shares shall be issued which will shall
have the effect of transferring a
controlling interest in the Company
without prior approval of the members in
general meeting;
(c)
in the case of shares other than ordinary
shares, no special rights shall be
attached until the same have been
expressed in these Articles;
(c)
in the case of shares other than ordinary
shares, no special rights shall be
attached until the same have been
expressed in these Articles;
(d)
every issuance of shares or options to
employees and/or directors under the
Employee Share Option Scheme, shall
be approved by the members in general
meeting and such approval shall
specifically detail the amount of shares
or options to be issued to such director;
(d)
every issuance of shares or options to
employees and/or directors under the
Share Issuance Scheme, shall be
approved by the members in general
meeting and such approval shall
specifically detail the amount of shares
or options to be issued to such director;
Annual Report 2012
(e)
except in the case of an issue of
securities on a pro rata basis to
shareholders, the Company must ensure
that it or any of its subsidiaries shall not
issue shares or other convertible
securities to the following persons
unless shareholders in general meeting
have approved of the specific allotment
to be made to such persons:-
(e)
except in the case of an issue of
securities on a pro rata basis to
shareholders, the Company must ensure
that it or any of its subsidiaries shall not
issue shares or other convertible
securities to the following persons
unless shareholders in general meeting
have approved of the specific allotment
to be made to such persons:-
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