Hatching For The Future - teo seng capital berhad

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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:- 102
APPENDIX I Proposed Amendments To The Articles Of Association Of The Company Teo Seng Capital Berhad Article No. EXISTING ARTICLES PROPOSED ARTICLES Rationale(s) 4 - - a director, major shareholder or Chief Executive Officer of the Company or its holding company; or a person connected with such a director, major shareholder or Chief Executive Officer; - - a director, major shareholder or Chief Executive Officer of the Company or its holding company; or a person connected with such a director, major shareholder or Chief Executive Officer; (f) except in the case of an issue of securities on a pro rata basis to shareholders and subject to Article 4(e), the Company must ensure that its subsidiary shall not issue shares or other convertible securities to a director, major shareholder or chief executive officer of its subsidiary or the holding company of the said subsidiary (other than the Company or a holding company of the Company) or a person connected with such director, major shareholder or chief executive officer unless the following are complied with:- (a) prior approval of the Board of the Company must be obtained for the specific allotment to such persons; (b) the Board of the Company must ensure that the allotment is fair and reasonable to the Company and in the best interests of the Company; and (c) an immediate announcement of the specific allotment to such persons must be made. (f) except in the case of an issue of securities on a pro rata basis to shareholders and subject to Article 4(e), the Company must ensure that its subsidiary shall not issue shares or other convertible securities to a director, major shareholder or chief executive officer of its subsidiary or the holding company of the said subsidiary (other than the Company or a holding company of the Company) or a person connected with such director, major shareholder or chief executive officer unless the following are complied with:- (a) prior approval of the Board of the Company must be obtained for the specific allotment to such persons; (b) the Board of the Company must ensure that the allotment is fair and reasonable to the Company and in the best interests of the Company; and (c) an immediate announcement of the specific allotment to such persons must be made. Annual Report 2012 103
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