Annual Report 2012 - ecoWise Holdings Limited

ecoWise Holdings Limitedannual report 2012ADDITIONAL EXPLANATORY STATEMENT TO ORDINARY RESOLUTION 9AS SET OUT IN THE NOTICE OF ANNUAL GENERAL MEETING(“ADDITIONAL EXPLANATORY STATEMENT”)151Notes:(1) Mr Lee Thiam Seng holds 49.3% in ecoHub Pte Ltd which in turn holds 218,229,375 Shares in the Company.Accordingly, by virtue of Section 4 of the Securities and Futures Act, Mr Lee Thiam Seng is deemed interested in218,229,375 Shares held by ecoHub Pte. Ltd.(2) Mr Sunny Ong Keng Hua holds 26.7% in ecoHub Pte Ltd which in turn holds 218,229,375 Shares in the Company.Accordingly, by virtue of Section 4 of the Securities and Futures Act, Mr Sunny Ong Keng Hua is deemed interestedin 218,229,375 shares held by ecoHub Pte. Ltd.(3) Including award of performance shares not vested and not issued.7. Directors’ recommendationAs all the Directors of the Company are eligible to participate in the Share Plan, they have refrained frommaking any recommendation relating to the Share Plan, and where they are also Shareholders, shall abstainfrom voting in respect of the Ordinary Resolution 9 which relates to the proposed grant of Award of 2,000,000Shares to Mr Lee Thiam Seng and will not accept any appointment as proxies or otherwise for voting onOrdinary Resolution 9 unless specific instructions have been given in the proxy form(s) on how the votesare to be cast.Mr Lee Thiam Seng, as Director and Controlling Shareholder, who is an interested party to the aboveproposal, has refrained from making any recommendation as to how Shareholders should vote and he willabstain from voting in respect of Resolution 9. Mr Lee Thiam Seng will also decline to accept appointments asproxies for voting at the AGM in respect of the said Resolutions unless specific instructions have been givenin the proxy instrument on how Shareholders wish their votes to be cast for each of the said Resolutions.8. Action to be taken by shareholdersShareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote on theirbehalf should sign and return the Proxy Form attached to the Notice of AGM in accordance with theinstructions printed thereon as soon as possible and in any event so as to arrive at the registered office ofthe Company at 17 Kallang Junction, #04-03, Singapore 339274, not later than 48 hours before the timefixed for the AGM. The appointment of a proxy by a shareholder does not preclude him from attending andvoting in person at the meeting if he wishes to do so.A Depositor shall not be regarded as a member of the Company entitled to attend the AGM and to speakand vote thereat unless his name appears on the Depository Register at least 48 hours before the AGM.