JK TECH HOLDINGS LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore)

Transcription

1 CIRCULAR DATED 20 November 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in doubt about its contents or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of JK Tech Holdings Limited (the Company ) represented by physical share certificate(s), you should immediately forward this Circular together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Company s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor ) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGX-ST ). The Sponsor has not independently verified the contents of this Circular. The Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in the Circular. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore , telephone (65) JK TECH HOLDINGS LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS in relation to 1. THE PROPOSED CHANGE OF NAME; AND 2. THE PROPOSED CHANGE OF AUDITORS. IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 10 December 2014 at 9.30 a.m. Date and time of Extraordinary General Meeting : 12 December 2014 at 9.30 a.m. Place of Extraordinary General Meeting : 3 Lorong 6 Toa Payoh, #01-01 HSR Building, Singapore

2 CONTENTS Page DEFINITIONS 3 1. INTRODUCTION 5 2. THE PROPOSED CHANGE OF NAME 5 3. THE PROPOSED CHANGE OF AUDITORS 6 4. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 8 5. EXTRAORDINARY GENERAL MEETING 8 6. ACTION TO BE TAKEN BY SHAREHOLDERS 8 7. AUDIT COMMITTEE STATEMENT 9 8. DIRECTORS RECOMMENDATIONS 9 9. DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS FOR INSPECTION 9 NOTICE OF EXTRAORDINARY GENERAL MEETING 11 PROXY FORM 2

3 DEFINITIONS In this Circular, the following definitions shall apply throughout unless otherwise stated:- ACRA : Accounting and Corporate Regulatory Authority of Singapore Act or Companies Act : The Companies Act (Chapter 50) of Singapore, as amended, supplemented or modified from time to time AGM : The annual general meeting of the Company Audit Committee : The audit committee of the Company, comprising Mr Lim Yeok Hua, Mr Yong Boon Chuan Leslie, Mr Lee Sek Leong Christopher and Mr Ravinder Singh Grewal s/o Sarbjit Singh for the time being Auditors : The auditors of the Company as appointed from time to time BDO : Messrs BDO LLP Board : The board of Directors of the Company for the time being Catalist : The sponsor-supervised listing platform of the SGX-ST Catalist Rules : The SGX-ST Listing Manual (Section B: Rules of Catalist), as amended, supplemented or modified from time to time CDP : The Central Depository (Pte) Limited Circular : This circular to Shareholders dated 20 November 2014 Company : JK Tech Holdings Limited Director(s) : Director(s) of the Company for the time being EGM : The extraordinary general meeting of the Company to be held on 12 December 2014, notice of which is set out on pages 11 to 12 of this Circular EPS : Earnings per Share Group : The Company and its subsidiaries, collectively KPMG : Messrs KPMG LLP Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 14 November 2014 Market Day : A day on which the SGX-ST is open for trading in securities Memorandum and Articles : The Memorandum and Articles of Association of the Company, as amended from time to time Notice of EGM : The notice of EGM as set out in pages 11 to 12 of this Circular NTA : Net tangible assets 3

4 Proposed Resolutions : The resolutions as set out in the Notice of EGM Proposed Change of Auditors : The proposed change of auditors of the Company from BDO to KPMG Proposed Change of Name : The proposed change of name of the Company from JK Tech Holdings Limited to Alpha Energy Holdings Limited SGX-ST : Singapore Exchange Securities Trading Limited Share(s) : Ordinary share(s) in the capital of the Company Shareholders : Registered holders of the Shares, except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares and where the context admits, mean the persons named as Depositors in the Depository Register maintained by CDP whose Securities Accounts are credited with those Shares Substantial Shareholder : A Shareholder who has an interest in not less than 5% of the issued Shares S$ and cents : Singapore dollars and cents, respectively % or per cent. : Per centum or percentage The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them, respectively, under Section 130A of the Act. The term subsidiary shall have the meaning ascribed to it under Section 5 of the Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any term defined under the Act or the Catalist Rules, or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Act or the Catalist Rules, or such modification thereof, as the case may be, unless otherwise provided. Any discrepancies in figures included in this Circular between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them. 4

5 JK TECH HOLDINGS LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore) Directors: Registered Office: Ravinder Singh Grewal s/o Sarbjit Singh (Non-Executive Chairman and Independent Director) Ang Yew Jin Eugene (Managing Director) 61 Kaki Bukit Avenue 1 Yong Boon Chuan Leslie (Non-Executive Director) Tan Ser Ko (Non-Executive Director) Lim Yeok Hua (Non-Executive Independent Director) Lee Sek Leong Christopher (Non-Executive Independent Director) #02-13 Shun Li Industrial Park Singapore November 2014 To: The Shareholders of JK Tech Holdings Limited Dear Shareholders, 1. INTRODUCTION The Directors are convening an EGM to be held on 12 December 2014 at 9.30 a.m. to seek Shareholders approval in relation to the following proposals: (a) the Proposed Change of Name; and (b) the Proposed Change of Auditors, (together, the Proposals ). The purpose of this Circular is to provide Shareholders with information relating to the Proposals, and to seek approval from the Shareholders in relation to the Proposed Resolutions to be tabled at the EGM, the notice of which is set out in the attached Circular. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Circular. If any Shareholder is in doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. 2. THE PROPOSED CHANGE OF NAME 2.1 Background and Rationale Following the proposed diversification of the Group s core business to include the business of exploration, exploitation and production of oil and gas as approved by Shareholders at the extraordinary general meeting of the Company on 22 May 2014, the Company had on 11 July 2014 entered into a sale and purchase agreement to acquire certain leases and assets including the Mustang oil field in Alaska. Accordingly, the Board believes that the Proposed Change of Name will more appropriately reflect the development and expansion of the Group s beyond its existing businesses. Accordingly, the Board recommends that the Company s name be changed to Alpha Energy 5

6 Holdings Limited. The Proposed Change of Name will not affect any of the shareholders rights or the Company s operation and financial position. 2.2 Approvals An application was made to the ACRA to reserve the name Alpha Energy Holdings Limited. The application has been approved on 10 October 2014 and the name has been reserved for a period of 60 days from the date of the application. A further application has been made to ACRA to extend the reservation of name till 7 February The Proposed Change of Name is subject to Shareholders approval and will be tabled as a special resolution at the EGM to be convened on 12 December 2014 at 9.30 a.m.. Upon receipt of Shareholders approval for the Proposed Change of Name, the Company shall adopt Alpha Energy Holdings Limited as its new name with effect from the registration of such name with the ACRA, and the name Alpha Energy Holdings Limited shall replace all references to JK Tech Holdings Limited wherever it appears in the Company s Memorandum and Articles. Apart from the substitution of the Company s name as aforesaid, there will be no other amendments made to the Company s Memorandum and Articles. 2.3 No Replacement of Share Certificates Required Shareholders should note that notwithstanding the Proposed Change of Name, the Company will not recall any existing share certificates of the Company from Shareholders and such share certificates will continue to be prima facie evidence of legal title. No further action is required on the part of Shareholders in respect of their existing share certificates. 3. THE PROPOSED CHANGE OF AUDITORS 3.1 Background and Rationale The Company s current Auditors, BDO, has been the Auditors since 22 July BDO was re-appointed as Auditors at the last AGM held on 21 July 2014 to hold office until the conclusion of the next AGM. Due to commercial considerations and in conjunction with the Company s diversification into the business of exploration, exploitation and production of oil and gas, the Board has decided to appoint KPMG as the new Auditors of the Company. In this regard, BDO had given notice to the Directors of their resignation on 14 November KPMG had on 14 November 2014, given their written consent to be appointed as the new Auditors, subject to approval of Shareholders at the EGM. Pursuant to Section 205(15) of the Act, the resignation of BDO will only take effect upon the appointment of KPMG, which will be effective upon the approval of Shareholders being obtained at the EGM to be convened for the Proposed Change of Auditors. Upon the appointment, KPMG will hold office until the conclusion of the next AGM. 3.2 Information on KPMG KPMG in Singapore is part of a global network of professional services firms providing audit, tax and advisory services. KPMG assists clients in cutting through the complexities of the global business environment, turning knowledge into value for the benefit of their clients, people, and the capital markets. Drawing on industry insight and technical knowledge, their professionals assist 6

7 clients in their pursuit of business growth, enhanced performance, governance and compliance objectives. Mr Koh Wei Peng, with 17 years of audit experience, is the designated lead engagement partner who will be assigned to lead the audit of the Group. Mr Koh has extensive experience in audit engagements of multi-national and local listed clients. His industry experience includes property, shipping, offshore marine, manufacturing, oil and gas and real estate investment trusts. Mr Koh holds a Bachelor of Accountancy degree (First Class Honours) from the Nanyang Technological University. He is a practising member of the Institute of Singapore Chartered Accountants (ISCA). Mr Koh will be assisted by a team of audit professionals, who are well equipped with the relevant skill sets, in performing the audit. For more information on KPMG, please visit Compliance with Rule 712 of the Catalist Rules KPMG is registered with ACRA. The Board, together with the concurrence of the Audit Committee, is satisfied that KPMG will be able to meet the audit requirements of the Company after having considered various factors including, inter alia, the fee structure, the size and complexity of the Group, the adequacy of resources of KPMG, the experience of the firm and the audit engagement partner, the other audit engagements of KPMG, the number and expertise of the supervisory and professional staff to be assigned to the audit of the financial statements of the Group and KPMG s proposed audit arrangements of the Group, are of the opinion that KPMG will be able to meet the audit requirements of the Group. In accordance with the requirements of Rule 712(3) of the Catalist Rules:- (a) (b) (c) (d) (e) BDO has confirmed, by way of their letter dated 14 November 2014, that they are not aware of any professional reasons why KPMG should not accept appointment as the new Auditors; The Directors confirm that there were no disagreements with BDO on accounting treatments within the last twelve (12) months from the date of this Circular; The Directors confirm that the Company is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of Shareholders and which has not been disclosed in this Circular; The reason for the Proposed Change of Auditors is disclosed in paragraph 3.1 above. The Proposed Change of Auditors is not due to the dismissal of BDO, or due to BDO declining to stand for election; and The Company confirms that it is in compliance with Rules 712 and 716 of the Catalist Rules in relation to the appointment of KPMG as its new Auditors. 3.4 Compliance with Rule 716 of the Catalist Rules Following Shareholders approval of the Proposed Change of Auditors, KPMG will become the Auditors of the Company and certain subsidiaries of the Company in place of BDO. KPMG will be the auditors for the Company s subsidiaries with principal activities involving in exploration, exploitation and production of oil and gas. JK Technology Pte Ltd and Magenta Consulting Pte. Ltd., both of which are wholly owned Singapore-incorporated subsidiaries of the Company, will continue to be audited by BDO. The remaining subsidiary of the Company, JK Tech Systems (M) Sdn Bhd, which is currently dormant, 7

8 will continue to be audited by Crowe Horwath, Malaysia. Pro-Datech Systems Pte. Ltd., a Singapore-incorporated associated company, will continue to be audited by Lee S F & Co. The Board and the Audit Committee of the Company have considered the above and are satisfied that the appointment of different auditing firms in respect of the above Singapore-incorporated subsidiaries and associated company will not compromise the standard and effectiveness of the audit of the Company by KPMG based on the adequacy of resources and experience of BDO and Lee S F & Co. (as the case may be). 4. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Based on the Register of Director s Shareholdings and the Register of Substantial Shareholders, as at the Latest Practicable Date, the shareholdings of the Directors and the Substantial Shareholders are as follows: Direct Interest Deemed Interest Number of % (1) Number of Directors Shares Shares % (1) Ang Yew Jin Eugene 53,617, Yong Boon Chuan Leslie 20, Ravinder Singh Grewal s/o Sarbjit Singh Tan Ser Ko Lim Yeok Hua Lee Sek Leong Christopher Substantial Shareholders (other than Directors) Ezion Holdings Limited 42,000, Note: (1) The percentage of shareholdings is computed based on the issued and paid-up share capital of the Company comprising 290,939,065 Shares (excluding treasury shares) as at the Latest Practicable Date. Save as disclosed in this Circular and other than through their respective shareholdings in the Company, none of the Directors, or as far as the Company is aware, the Substantial Shareholders, has any interest, direct or indirect, in the Proposals. 5. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 11 to 12 of this Circular, will be held at 3 Lorong 6 Toa Payoh, #01-01 HSR Building, Singapore on 12 December 2014 at 9.30 a.m. for the purpose of considering and, if thought fit, passing, with or without modification the Proposed Resolutions set out in the Notice of EGM. 6. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and who wish to appoint a proxy or proxies to attend and vote on their behalf should complete, sign and return the proxy form attached to the Notice of EGM in accordance with the instructions printed therein as soon as possible and, in any event, so as to arrive at the registered office of the Company at 61 Kaki Bukit Avenue 1, #02-13 Shun Li Industrial Park, Singapore , not later than forty-eight (48) hours before 8

9 the time fixed for the EGM. The appointment of a proxy or proxies by a Shareholder does not preclude him from attending and voting in person at the EGM if he so wishes in place of the proxy. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register maintained by CDP at least forty-eight (48) hours before the EGM. 7. AUDIT COMMITTEE STATEMENT The Audit Committee has reviewed and recommended the Proposed Change of Auditors after taking into account the suitability and independence of the KPMG to meet audit requirements of the Company, the various factors set out in paragraph 3 of this Circular and compliance with the requirements of the Catalist Rules. 8. DIRECTORS RECOMMENDATIONS The Proposed Change of Name. Having fully considered, inter alia, the rationale set out in paragraph 2.1 of this Circular, the Directors are of the opinion that the Proposed Change of Name is in the best interests of the Company and accordingly recommend that Shareholders vote in favour of the special resolution in respect of the Proposed Change of Name to be proposed at the EGM. The Proposed Change of Auditors. Having fully considered the rationale and benefit of the Proposed Change of Auditors and the Audit Committee s Statement, the Directors are of the opinion that the Proposed Change of Auditors is in the best interests of the Company and accordingly recommend that Shareholders vote in favour of the ordinary resolution in respect of the Proposed Change of Auditors to be proposed at the EGM. 9. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Change of Name and the Proposed Change of Auditors, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement herein misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context. 10. DOCUMENTS FOR INSPECTION Copies of the following documents are available for inspection during normal office hours, on any weekday (public holidays excepted), at the registered office of the Company at 61 Kaki Bukit Avenue 1, #02-13 Shun Li Industrial Park, Singapore from the date of this Circular up to the date of the EGM:- (a) the Memorandum and Articles of the Company; 9

10 (b) the letter from BDO dated 14 November 2014 setting out their resignation; (c) the professional clearance letter issued by BDO to KPMG dated 14 November 2014; (d) the letter of consent to act as Auditors dated 14 November 2014 from KPMG; and (e) the annual report of the Company for the financial year ended 31 March Yours faithfully For and on behalf of the Board of Directors of JK TECH HOLDINGS LIMITED Ang Yew Jin Eugene Managing Director 10

11 JK TECH HOLDINGS LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting ( EGM ) of JK Tech Holdings Limited (the Company ) will be held at 3 Lorong 6 Toa Payoh, #01-01 HSR Building, Singapore on 12 December 2014 at 9.30 a.m., for the purpose of considering and, if thought fit, passing (with or without any modifications) the following resolutions:- All capitalised terms used in this notice of EGM which are not defined herein shall have the same meanings ascribed to them in the circular dated 20 November 2014 ( Circular ) to shareholders of the Company. SPECIAL RESOLUTION: THE PROPOSED CHANGE OF NAME That: (a) the name of the Company be changed from JK Tech Holdings Limited to Alpha Energy Holdings Limited and that the name Alpha Energy Holdings Limited be substituted for JK Tech Holdings Limited whenever the latter name appears in the memorandum of association and articles of association of the Company; and (b) the Directors of the Company and each of them be and are hereby authorised to do all such acts and things (including, without limitation, executing all such documents as may be required) as they or he may consider expedient or necessary or in the interests of the Company to give effect to the Proposed Change of Name and/or this resolution. ORDINARY RESOLUTION: THE PROPOSED CHANGE OF AUDITORS That: (a) Messrs KPMG LLP ( KPMG ) be and is hereby appointed as Auditors of the Company in place of Messrs BDO LLP ( BDO ) to hold office until the conclusion of the next annual general meeting of the Company at a fee to be agreed between the Directors and KPMG. (b) the Directors of the Company and each of them be and are hereby authorised to do all such acts and things (including, without limitation, executing all such documents as may be required) as they or he may consider expedient or necessary or in the interests of the Company to give effect to the Proposed Change of Auditors and/or this resolution. Notes to Shareholders:- (a) (b) (c) (d) The reason for the Proposed Change of Auditors is due to commercial considerations and in conjunction with the Company s diversification into the business of exploration, exploitation and production of oil and gas. BDO has confirmed that they are not aware of any professional reasons why KPMG should not accept appointment as the new Auditors. The Directors confirm that there were no disagreements with BDO on accounting treatments within the last twelve (12) months from the date of this Circular. The Directors confirm that the Company is not aware of any circumstances connected with the Proposed Change of Auditors that should be brought to the attention of Shareholders and which have not been disclosed in this Circular. 11

12 (e) The Company confirms that it is in compliance with Rules 712 and Rule 716 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited in relation to the appointment of KPMG as its new Auditors. BY ORDER OF THE BOARD Ang Yew Jin Eugene Managing Director Singapore 20 November 2014 Notes:- 1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company. 2. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy in the instrument appointing the proxies. 3. The instrument appointing a proxy or proxies must be deposited together with the power of attorney (if any) under which it is signed or a notarially certified or office copy thereof at the Registered Office of the Company at 61 Kaki Bukit Avenue 1, #02-13 Shun Li Industrial Park, Singapore , not less than forty-eight (48) hours before the time for holding the EGM. 4. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of an officer or attorney duly authorised. 5. A corporation which is a member may, by resolution of its directors or other governing body, appoint such person as it thinks fit to act as its representative at the EGM, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. 12

13 JK TECH HOLDINGS LIMITED (Company Registration No H) (Incorporated in the Republic of Singapore) PROXY FORM EXTRAORDINARY GENERAL MEETING I/We, (Name) with NRIC/Passport Number:. of... (Address) being a member/members of JK TECH HOLDINGS LIMITED (the Company ) hereby appoint:- Name NRIC/ Passport No. Proportion of Shareholdings Address No. of Shares % and/or (delete as appropriate) Name NRIC/ Passport No. Proportion of Shareholdings No. of Shares % Address or failing him/her, the Chairman of the extraordinary general meeting ( EGM ) of the Company as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the EGM to be held at 3 Lorong 6 Toa Payoh, #01-01 HSR Building, Singapore on 12 December 2014 at 9.30 a.m. and at any adjournment thereof. I/We direct my/our proxy to vote for or against the resolution proposed at the EGM as hereunder indicated. If no specific direction as to voting is given or in the event of any matter arising at the EGM and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll. RESOLUTIONS To approve the Proposed Change of Name (as special resolution) TO BE USED ON A SHOW OF HANDS TO BE USED IN THE EVENT OF A POLL For* Against* Number of Votes For** Number of Votes Against** To approve the Proposed Change of Auditors (as ordinary resolution) * Please indicate your vote For or Against with a X within the box provided. ** If you wish to exercise all your votes For or Against, please indicate so with a X within the box provided. Alternatively, please indicate the number of votes as appropriate. Signature(s) of Shareholder(s) or Common Seal of Corporate Shareholder Total number of Shares in: (a) CDP Register (b) Register of Members No. of Shares Dated this day of 2014.

14 IMPORTANT: PLEASE READ NOTES TO PROXY FORM Notes:- 1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If you have shares entered against your name in the Depository Register as well as registered in your name in the Register of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you. 2. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead. A proxy needs not be a member of the Company. 3. Where a member appoints two (2) proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. Completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the EGM. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the EGM. 5. This instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 61 Kaki Bukit Avenue 1, #02-13, Shun Li Industrial Park, Singapore not less than forty-eight (48) hours before the time appointed for the EGM. 6. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument. 7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the EGM, in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore. General:- The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instruments appointing a proxy or proxies. In addition, in the case of members whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at forty-eight (48) hours before the time appointed for holding the EGM, as certified by The Central Depository (Pte) Limited to the Company.