Ocean Sky International Limited - Ocean Sky International Ltd ...

41. SUBSEQUENT EVENTS (Cont’d)
(d) the adoption of a new set of Articles of Assocation;
(e) the adoption of the Scheme, the participation in the Scheme by Mr Ang Boon Cheow
Edward, Mr Ang Boon Chong and any other Controlling Shareholders and/or their
associates, and any specific grant of Options to each of these persons will have to be
by way of separate resolutions approved by independent shareholders of our Company
in a general meeting, and that the Directors of the Company be authorised to allot and
issue Shares upon the exercise of options granted under the Scheme;
(f) the issue of 92,000,000 New Shares pursuant to the Invitation which when fully paid,
allotted and issued, will rank pari passu in all respects with the existing issued shares
(the “Issued of New Shares”); and
(g) the authorisation of our Directors, pursuant to Section 161 of the Act and subject to the
provisions of the Articles of Association of our Company and the approval of the SGX-
ST, to allot and issue (i) shares; (ii) convertible securities; (iii) additional convertible
securities issued pursuant to rights, bonus or other capitalisation issues
(notwithstanding that such authority may have ceased to be in force at the time the
securities are issued, provided that the adjustment does not give the holder of the
convertible securities a benefit that a Shareholder does not receive); or (iv) shares
arising from the conversion of securities in (ii) and additional convertible securities in
(iii), notwithstanding that such authority may have ceased to be in force at the time the
shares are to be issued), in our Company (whether by way of rights, bonus or
otherwise) at any time and upon such terms and conditions and for such purposes and
to such persons as our Directors may in their absolute discretion deem fit provided that
the aggregate number of such shares and convertible securities to be issued shall not
exceed 50% of the issued share capital of our Company immediately prior to the
proposed issue (calculated based on the issued share capital of our Company at the
time this resolution is passed, after adjusting for new shares arising from the
conversion of convertible securities or employee share options on issue at the date of
this resolution, and after adjusting for any subsequent consolidation or sub-division of
shares) and provided that the aggregate number of such shares and convertible
securities to be issued other than on a pro-rata basis to the then existing Shareholders
of our Company shall not exceed 20% of the issued share capital of our Company
immediately prior to the proposed issue and, unless revoked or varied by our Company
in general meeting, such authority shall continue in force until the conclusion of the next
annual general meeting of our Company or the date by which the next general meeting
of our Company is required by law to be held, whichever is the earlier.
(iii) The Company incorporated the following subsidiary companies:-
Percentage
Date and place of equity
of incorporation Issued and held by the
Name of company and operations paid-up capital Group Principal activities
%
Blue Ocean Apparel, 9 September 2002
SA Honduras HNL6,250 100 Inactive
Ocean Star Marketing 16 September 2002
(USA), Inc. USA US$2 100 Inactive
Ocean Gateway 31 July 2002
International Hong Kong HK$10,000 100 Inactive
Company Ltd
Sing Cheng 2 September 2002
(Guangzhou) PRC HK$149,529 100 Inactive
Apparel & Accessories
Pte Ltd
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