Ecowise Annual Report 2007 - ecoWise Holdings Limited

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ADDITIONALEXPLANATORY STATEMENTTO ORDINARY RESOLUTIONS 8 and 9 as set outin the notice of annual general meetingECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)5. Criteria for the vesting of Awards to Mr Lee Thiam SengAwards are released once the Committee is satisfied that the prescribed performance target(s) have been achievedand the vesting period (if any) has expired. There may be vesting periods beyond the performance achievement periods,imposed by the Committee.6. Rationale for grant of 2,250,000 Performance Shares to Mr Sunny Ong Keng Hua (include also details of pastawards and vested awards)Mr Sunny Ong Keng Hua is the Executive Director of our Group. He oversees the daily running and operations of theGroup.The Directors are of the view that Mr Sunny Ong Keng Hua’s contributions to the Group as its founder and ExecutiveDirector have been instrumental to the growth of the Group’s business over the years. He is instrumental in propellingthe growth of our Group in the waste management and environmental solutions industry. With his experience in thecopper slag recycling business of more than 20 years, he has strengthened our position as a leading copper slagrecycler in Singapore.The Directors believe that there is substantial potential future development and contribution that may be made byMr Sunny Ong Keng Hua towards steering the Company to be one of the leading waste management services andenvironmental solutions provider in the region and towards enhancing the competitiveness of the Company.The Directors are of the view that the remuneration package of Mr Sunny Ong Keng Hua is fair given his contributions tothe Company. The extension of the Performance Share Plan to Mr Sunny Ong Keng Hua is consistent with the Company’sobjectives to motivate its employees to achieve and maintain a high level of performance and contribution which isvital to the success of the Company. Although Mr Sunny Ong Keng Hua already has a shareholding interest in theCompany, the extension of the Performance Share Plan to him will ensure that he is equally entitled, with the otheremployees who are not Controlling Shareholders, to take part in and benefit from this system of remuneration, therebyenhancing his long-term commitment to the Company. For the aforesaid reasons, the Directors believe that Mr SunnyOng Keng Hua deserves, and should be allowed to participate in the Performance Share Plan.Subject to Shareholders’ approval for Ordinary Resolution 9 as set out in the Notice of AGM at the AGM, the Companyproposes to grant an Award of up to 2,250,000 Shares to Mr Sunny Ong Keng Hua in accordance with the PerformanceShare Plan and the proposed date of grant of Shares to be any time within 5 years from the date of the EGM held on 23March 2007.On 23 March 2007, Mr Sunny Ong Keng Hua has been awarded 4,590,000 fully paid-up ecoWise shares (adjustedfor Rights cum Warrants Issues) subject to him satisfying the Performance Targets at the end of the financial yearending 31 October 2007 and 31 October 2008 respectively under the Performance Share Plan. As at 18 January 2008,2,295,000 fully paid-up ecoWise shares (adjusted for Rights cum Warrants Issues) have been vested but not issuedto Mr Sunny Ong Keng Hua for the financial year end 31 October 2007. The amount of ecoWise shares that has beenawarded (as adjusted for the Rights cum Warrants Issues) but has not been vested pending satisfaction of thePerformance Targets at the end of the financial years ending 31 October 2008 is 2,295,000.7. Criteria for the vesting of Awards to Mr Sunny Ong Keng HuaAwards are released once the Committee is satisfied that the prescribed performance target(s) have been achievedand the vesting period (if any) has expired. There may be vesting periods beyond the performance achievement periods,imposed by the Committee.96 • ecoWise Holdings Limited • Annual Report 2007
ECOWISE HOLDINGS LIMITEDRegistration No: 200209835C(Incorporated in Singapore)ADDITIONALEXPLANATORY STATEMENTTO ORDINARY RESOLUTIONS 8 and 9 as set outin the notice of annual general meeting8. Directors’ And Substantial Shareholders’ InterestsAs at the Latest Practicable Date (being 18 January 2008), the interests of Directors and Substantial Shareholders ofthe Company in the Shares, based on the Company’s Register of Directors’ Shareholdings and Register of SubstantialShareholders respectively are as follows:-Direct InterestIndirect/ DeemedInterestTotal InterestDirectorsNumber ofSharesNumber ofSharesNumber ofShares%Numberof SharesComprised inOutstandingPerformanceShares*Date ofaward ofoutstandingPerformanceSharesLee Thiam Seng 10,970,000 156,389,000 167,359,000 49.68 6,885,000 23-03-07Teoh Teik Kee 4,000,000 - 4,000,000 1.19 4,590,000 23-03-07Sunny Ong Keng Hua 3,653,000 156,389,000 160,042,000 47.50 4,590,000 23-03-07Ng Cher Yan - - - - 689,000 23-03-07Ang Mong Seng - - - - 459,000 23-03-07Ong Teck Ghee 40,000 - 40,000 0.01 459,000 23-03-07Substantial ShareholdersecoHub Pte. Ltd. 156,389,000 - 156,389,000 46.42 - -Lee Thiam Seng 10,970,000 156,389,000 167,359,000 49.68 6,885,000 23-03-07Sunny Ong Keng Hua 3,653,000 156,389,000 160,042,000 47.50 4,590,000 23-03-07The number of shares shown above are after rights cum warrants issues.* Include performance shares vested but not issued.DirectorsDirect InterestNumber ofWarrantsIndirect/ DeemedInterestNumber ofWarrantsTotal InterestNumber ofWarrantsLee Thiam Seng 2,742,500 39,097,250 41,839,750 52.48Teoh Teik Kee 1,000,000 - 1,000,000 1.25Sunny Ong Keng Hua 913,250 39,097,250 40,010,500 50.19Ng Cher Yan - - - -Ang Mong Seng - - - -Ong Teck Ghee 10,000 - 10,000 0.01Substantial ShareholdersecoHub Pte. Ltd. 39,097,250 - 39,097,250 49.04Lee Thiam Seng 2,742,500 39,097,250 41,839,750 52.48Sunny Ong Keng Hua 913,250 39,097,250 40,010,500 50.19%97
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ecoWise Holdings Limitedannual repo
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everything has BEAUTYbut not everyo
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Our biomass cogeneration plant at S
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Copper slag, the waste residue of c
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Our composting facility at Sarimbun
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Working to create a living planet.
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CHAIRMAN’SSTATEMENTRecovery of In
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FINANCIALHIGHLIGHTSFY2007 FY2006 FY
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OPERATIONSREVIEWReview of Financial
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BOARD OFDIRECTORS1 2 34 5 618 • e
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MANAGEMENTTEAMLee Thiam SengChief E
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CORPORATEGOVERNANCENewly appointed
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CORPORATEGOVERNANCEAccess to Inform
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CORPORATEGOVERNANCEFor the period u
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CORPORATEGOVERNANCEThe AC has power
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CORPORATEGOVERNANCERisk ManagementA
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REPORT OFTHE DIRECTORSThe directors
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REPORT OFTHE DIRECTORS5. OPTIONS TO
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REPORT OFTHE DIRECTORS5. OPTIONS TO
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STATEMENT OFDIRECTORSIn the opinion
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ConsolidatedIncome StatementYear En
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Statements OfChanges In EquityYear
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Consolidated CashFlow StatementYear
Page 48 and 49: Notes to FinancialStatements31 Octo
Page 92 and 93: SHAREHOLDINGSSTATISTICSAS AT 18 JAN
Page 94 and 95: Notice of AnnualGeneral MeetingECOW
Page 96 and 97: Notice of AnnualGeneral MeetingECOW
Page 100 and 101: ADDITIONALEXPLANATORY STATEMENTTO O
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