ASL Marine Holdings Ltd.
Annual Report 2016
169
(whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms
and conditions and for such purposes as the directors may in their absolute discretion deem fit,
provided that the aggregate number of shares and convertible securities to be issued pursuant
to such authority shall not exceed 50% of the total number of issued shares (excluding treasury
shares) in the capital of the Company, of which the aggregate number of shares and convertible
securities to be issued other than on a pro rata basis to shareholders of the Company shall not
exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the
Company, and for the purposes of this resolution and Rule 806(3) of the Listing Manual, the total
number of issued shares (excluding treasury shares) shall be based on the total number of issued
shares (excluding treasury shares) in the capital of the Company at the time this resolution is passed
(after adjusting for new shares arising from the conversion or exercise of any convertible securities
or exercise of share options or vesting of share awards which are outstanding or subsisting at the
time of the passing of this resolution approving the mandate, provided the options or awards were
granted in compliance with the Listing Manual and any subsequent bonus issue, consolidation or
subdivision of the Company’s shares), and unless revoked or varied by the Company in general
meeting, such authority conferred by this resolution shall continue in force until the conclusion of
the next Annual General Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is the earlier.
Resolution 6
7.
That:-
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the directors
of the Company of all the powers of the Company to purchase or otherwise acquire issued
ordinary shares each fully paid in the capital of the Company (“Shares”) not exceeding in
aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may
be determined by the directors from time to time up to the Maximum Price (as hereafter
defined), whether by way of:-
(i)
market purchase(s) transacted on the SGX-ST, through the SGX-ST’s trading
system and/or through one or more duly licensed dealers appointed by the
Company for that purpose (“Market Purchases”); and/or
(ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) under an
equal access scheme in accordance with Section 76C of the Companies Act for
the purchase or acquisition of Shares from shareholders (“Off-Market Purchases”),
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST,
be and is hereby authorised and approved generally and unconditionally (the “Share
Purchase Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the
directors of the Company pursuant to the Share Purchase Mandate may be exercised by the
directors at any time and from time to time during the period commencing from the date of
the passing of this resolution and expiring on the earlier of:-
(i)
the date on which the next Annual General Meeting of the Company is held or
required by law to be held;
(ii)
the date on which the authority conferred by the Share Purchase Mandate is
revoked or varied by shareholders in general meeting; or
