CIRCULAR DATED 12 DECEMBER 2014 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is circulated to Shareholders (as defined in this Circular) of XMH Holdings Ltd. (the Company ). Its purpose is to provide Shareholders with the relevant information relating to, and seek Shareholders approval for the Proposed Change of Auditors (hereinafter defined) to be tabled at the Extraordinary General Meeting to be held at Warren Golf & Country Club, 81 Choa Chu Kang Way, Singapore 688263 on 29 December 2014 at 10:00 a.m.. Notice of the Extraordinary General Meeting and a Proxy Form are enclosed with this Circular. If you have sold all your Shares (as defined in this Circular), you should immediately forward this Circular, together with the accompanying Notice of Extraordinary General Meeting and Proxy Form to the purchaser or to the bank, stockbroker or agent through whom the sale was effected for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited ( SGX-ST ) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. If you are in any doubt as to the contents herein or as to any action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or any other professional adviser immediately. XMH HOLDINGS LTD. (Incorporated in the Republic of Singapore) Company Registration Number 201010562M CIRCULAR IN RELATION TO THE DETAILS OF THE PROPOSED CHANGE OF AUDITORS IMPORTANT DATES AND TIMES: Last date and time for deposit of Proxy Form : 27 December 2014 at 10:00 a.m. Date and time of Extraordinary General Meeting : 29 December 2014 at 10:00 a.m. Place of Extraordinary General Meeting : Warren Golf & Country Club 81 Choa Chu Kang Way Singapore 688263
CONTENTS DEFINITIONS........................................................... 2 LETTER TO SHAREHOLDERS 1. INTRODUCTION.................................................... 4 2. THE PROPOSED CHANGE OF AUDITORS............................... 4 3. AUDIT COMMITTEE S STATEMENT..................................... 6 4. DIRECTORS RECOMMENDATION...................................... 6 5. EXTRAORDINARY GENERAL MEETING................................. 6 6. ACTION TO BE TAKEN BY SHAREHOLDERS............................. 6 7. DIRECTORS RESPONSIBILITY STATEMENT............................. 7 8. CONSENTS........................................................ 7 9. DOCUMENTS AVAILABLE FOR INSPECTION............................. 7 NOTICE OF EXTRAORDINARY GENERAL MEETING........................... 8 PROXY FORM 1
DEFINITIONS For the purpose of this Circular, the following definitions have, where appropriate, been used: Audit Committee : The audit committee of the Company, comprising Hong Pian Tee, Chan Heng Toong and Ng Sey Ming. Auditors : The auditors of the Company for the time being. Board : The Board of Directors of the Company. CDP : The Central Depository (Pte) Limited. Circular : This Circular to Shareholders dated 12 December 2014. Companies Act : The Companies Act, Chapter 50 of Singapore, as amended or modified from time to time. Company : XMH Holdings Ltd. Directors : The directors of the Company, as at the date of this Circular. EGM : The extraordinary general meeting of the Company to be convened on 29 December 2014, notice of which is given on pages 8 and 9 of this Circular. EY : Messrs Ernst & Young LLP. FY : Financial year of the Company ending or ended 30 April as the case may be. Group : The Company and its subsidiaries. KPMG : Messrs KPMG LLP. Listing Manual : The listing rules of the SGX-ST, as may be amended, varied or supplemented from time to time. Notice of EGM : Notice of the extraordinary general meeting set out at pages 8 and 9 of this Circular. Proposed Change of Auditors : The proposed change of independent auditors of the Company from KPMG to EY. SGX-ST : Singapore Exchange Securities Trading Limited. Shareholders : Registered holders of Shares, except that where the registered holder is CDP, the term Shareholders shall, where the context admits, mean the Depositors who have Shares entered against their names in the Depository Register. 2
DEFINITIONS Shares : Ordinary shares in the capital of the Company. % or per cent : Per centum or percentage. The terms Depositor, Depository and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. The term treasury shares shall have the meaning ascribed to it in Section 4 of the Companies 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 include corporations. Any reference in this Circular to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or such statutory modification thereof, as the case may be. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in figures included in this Circular between the amounts listed and the totals thereof are due to rounding. 3
LETTER TO SHAREHOLDERS Directors: Tan Tin Yeow Tan Guat Lian Hong Pian Tee Chan Heng Toong Ng Sey Ming XMH HOLDINGS LTD. (Incorporated in the Republic of Singapore) Company Registration Number 201010562M Chairman and CEO Executive Director Lead Independent Director Independent Director Independent Director Registered Office: 44 Sungei Kadut Avenue Singapore 729667 12 December 2014 To: The Shareholders of XMH Holdings Ltd. Dear Sir/Madam, THE PROPOSED CHANGE OF AUDITORS 1. INTRODUCTION 1.1 The Directors propose to seek Shareholders approval at its forthcoming EGM to be held at Warren Golf & Country Club, 81 Choa Chu Kang Way, Singapore 688263 on 29 December 2014 at 10:00 a.m. in relation to the Proposed Change of Auditors. 1.2 The purpose of this Circular is to provide Shareholders with the relevant information relating to the Proposed Change of Auditors and to seek Shareholders approval for the Ordinary Resolution relating to the same as set out in the Notice of EGM. 1.3 The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Circular. If a Shareholder is in any 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 AUDITORS 2.1 Rationale for the Proposed Change of Auditors The Company s existing Auditors, KPMG, have been Auditors of the Company since 19 June 2010. KPMG was last reappointed at the annual general meeting of the Company held on 29 August 2014 to hold office until the conclusion of the next annual general meeting. The Company has, to date, no concerns with KPMG on their discharge of the audit responsibility. Notwithstanding that, the Directors are of the view that the Proposed Change of Auditors is a good corporate governance practice which would enable the Company to benefit from fresh perspectives and views of another professional audit firm and thus further enhance the value of the audit. Accordingly, the Directors are of the view that it would be timely to effect a change of Auditors with effect from the financial year ending 30 April 2015. 4
LETTER TO SHAREHOLDERS In this regard, the Company has sought proposals for audit services from various reputable audit firms. Having considered the proposals submitted by these firms, the Directors, with the concurrence of the Audit Committee, are proposing to appoint Messrs Ernst & Young LLP ( EY ) as auditors of the Company in place of KPMG. The Directors and the Audit Committee, having considered various factors including, amongst others, the size and complexity of the Group s operations, the adequacy of resources, the number and experience of supervisory and professional staff, and following the review and consideration of the factors set out in paragraph 2.2 (Rule 1203(5) of the Listing Manual) below, are of the opinion that EY is best suited to meet the existing needs and audit requirements of the Group. At the request of the Company, KPMG have, in their letter dated 15 September 2014, given notice to the Directors of their resignation as Auditors and EY have on 17 September 2014 given their consent to act as auditors, subject to Shareholders approval at the EGM to be held on 29 December 2014. The resignation of KPMG would take effect upon the appointment of EY at the EGM to be convened for this purpose. The appointment of EY would therefore, take effect upon approval of the proposed change by Shareholders at the EGM. If the appointment of EY is approved by the Shareholders, they will hold office until the conclusion of the next annual general meeting. 2.2 Rule 1203(5) of the Listing Manual In compliance with Rule 1203(5) of the Listing Manual of SGX-ST: (a) (b) (c) the outgoing Auditors, KPMG, have confirmed to EY that they are not aware of any professional reasons why EY should not accept appointment as auditors of the Company; the Company confirms that there were no disagreements with KPMG on accounting treatments within the last 12 months of the date of this Circular; the Company is not aware of any circumstances connected with the Proposed Change of Auditors that ought to be brought to the attention of Shareholders; (d) the reasons for the Proposed Change of Auditors are disclosed in paragraph 2.1 (Rationale for the Proposed Change of Auditors) above. The Proposed Change of Auditors is not due to the dismissal of KPMG or due to KPMG declining to stand for election; and (e) the Company confirms that it complies with Rule 712 and Rule 715 of the Listing Manual in relation to the appointment of EY as its auditors. Following the approval of the Shareholders for the Proposed Change of Auditors, EY will be appointed as the auditors of the Company in place of KPMG and it will also be appointed as the auditors of the Company s Singapore-incorporated and significant foreign-incorporated subsidiaries. 2.3 Information on EY EY is one of the world s big four accounting firms and a global leader in assurance, tax, transactions and advisory services. In Singapore, EY has a history of 125 years, with over 120 partners and 2,000 people offering assurance, tax, transaction and advisory services to 5
LETTER TO SHAREHOLDERS a wide-ranging clientele base consisting of multinational companies, private companies and public sector organisations, and is part of the integrated Asia-Pacific area, which comprises over 29,000 people in 22 countries. More information about EY, its core values and services is provided on EY s website at: http://www.ey.com. Ho Shyan Yan ( Ms Ho ) is the audit engagement partner who will be assigned to the audit of the Group. Ms Ho, with more than 20 years of experience in public accounting firms in Singapore, is a Fellow Chartered Accountant and practicing member of the Institute of Singapore Chartered Accountants and is a Public Accountant registered with the Accounting and Corporate Regulatory Authority of Singapore. She is also a member of the Institute of Chartered Accountants in Australia. Ms Ho holds a Bachelor of Accountancy (Hons) degree from the National University of Singapore. Ms Ho is currently the audit engagement partner of five (5) companies listed on the SGX-ST. 3. AUDIT COMMITTEE S STATEMENT The Audit Committee has reviewed and deliberated on the Proposed Change of Auditors and recommend the same for approval by the Board after taking into consideration and satisfied itself with the suitability of EY and the requirements of the Listing Manual. 4. DIRECTORS RECOMMENDATION Having fully considered the rationale set out in paragraph 2.1 (Rationale for the Proposed Change of Auditors) of this Circular and the recommendation of the Audit Committee, the Directors are of the opinion that the Proposed Change of Auditors is in the best interests of the Company. Accordingly, the Directors recommend to the Shareholders that they vote in favour of the resolution in relation to the Proposed Change of Auditors (set out in the Notice of EGM at pages 8 and 9 of this Circular) to be proposed at the EGM to be held on 29 December 2014. 5. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out at pages 8 and 9 of this Circular, will be held at Warren Golf & Country Club, 81 Choa Chu Kang Way, Singapore 688263 on 29 December 2014 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the Ordinary Resolution set out in the Notice of EGM. 6. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote on their behalf must complete, sign and return the Proxy Form attached to the Notice of EGM in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the registered office of the Company at 44 Sungei Kadut Avenue, Singapore 729667 not later than forty-eight (48) hours before the time fixed for the EGM. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to be revoked by such attendance. 6
LETTER TO SHAREHOLDERS A Depositor shall not be regarded as a shareholder of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least forty-eight (48) hours before the EGM. 7. 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 Auditors, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the 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 the Circular in its proper form and context. 8. CONSENTS EY has given their consent and has not withdrawn its written consent to the issue of this Circular and the inclusion of its name and letter of consent to act as auditors and all references thereto, in the form and context in which they appear in this Circular, and to act in such capacity in relation to this Circular. KPMG has given their consent and has not withdrawn its written consent to the issue of this Circular and the inclusion of its name and notice of resignations as Auditors and all references thereto, in the form and context in which they appear in this Circular. 9. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the following documents may be inspected at the registered office of the Company at 44 Sungei Kadut Avenue Singapore 729667, during normal business hours for three (3) months from the date of this Circular: (a) (b) (c) (d) (e) the Memorandum and Articles of Association of the Company; the Annual Report of the Company for FY2014; the notice of resignations as Auditors from KPMG; the letter of consent to act as auditors from EY; and the letters of consent from KPMG and EY. Yours faithfully For and on behalf of the Board of Directors of XMH HOLDINGS LTD. Tan Tin Yeow Chairman and CEO 7
NOTICE OF EXTRAORDINARY GENERAL MEETING XMH HOLDINGS LTD. (Incorporated in the Republic of Singapore) Company Registration Number 201010562M All capitalised terms in the Ordinary Resolution below and defined in the Circular shall, unless otherwise defined in this Notice, bear the respective meanings ascribed thereto in the Circular. NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING ( EGM ) of XMH Holdings Ltd. (the Company ) will be convened at Warren Golf & Country, 81 Choa Chu Kang Way, Singapore 688263 on 29 December 2014 at 10:00 a.m., for the purpose of considering and, if thought fit, passing with or without any modifications the following resolution: ORDINARY RESOLUTION THE PROPOSED CHANGE OF AUDITORS THAT: The appointment of Ernst & Young LLP as independent auditors of the Company in place of KPMG be and is hereby approved, and in connection with the appointment: (a) (b) Ernst & Young LLP shall hold office until the conclusion of the next annual general meeting of the Company, at a fee and on such terms to be agreed between the Company and Ernst & Young LLP; and the Directors of the Company and each of them be and is hereby authorised to complete and do all such acts and things (including executing all such documents and ancillary agreements and to make all such amendments thereto as may be required in connection with the change of auditors) as they or he may consider necessary, desirable or expedient or in the interests of the Company to give effect to the change of auditors and/or the appointment of Ernst & Young LLP as the Company s auditors. BY ORDER OF THE BOARD XMH HOLDINGS LTD. TAN TIN YEOW Chairman and CEO 12 December 2014 8
NOTICE OF EXTRAORDINARY GENERAL MEETING Notes: (1) A member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. (2) If the appointor is a corporation, the proxy must be executed either under its common seal or under the hand of its duly authorised officer or attorney. (3) The instrument appointing a proxy must be deposited at the registered office of the Company at 44 Sungei Kadut Avenue, Singapore 729667, not less than forty-eight (48) hours before the time for holding the EGM. Personal data privacy: By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty. 9
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - I/We, of XMH HOLDINGS LTD. (Incorporated in the Republic of Singapore) Company Registration Number 201010562M PROXY FORM (Please see notes overleaf before completing this Form) IMPORTANT: 1. For investors who have used their CPF monies to buy the Company s ordinary shares, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This proxy form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF Investors who wish to attend the EGM as OBSERVERS have to submit their requests through their CPF Approved Nominees so that their Agent Banks may register with the Company Secretary of XMH Holdings Ltd. within the time frame specified. If they also wish to vote, they must submit their voting instructions to the CPF Approved Nominees within the time frame specified to enable them to vote on their behalf. being a member/members of XMH HOLDINGS LTD. (the Company ), hereby appoint: (address) Name NRIC/Passport No. Proportion of Shareholdings Address and/or (delete as appropriate) Number of Shares % Name NRIC/Passport No. Proportion of Shareholdings Address Number of Shares % or failing whom, the Chairman of the EGM, as my/our proxy/proxies to attend and to vote for me/us on my/our behalf at the EGM of the Company to be held at Warren Golf & Country Club, 81 Choa Chu Kang Way, Singapore 688263 on 29 December 2014 at 10:00 a.m.. I/We direct my/our proxy to vote for or against the Resolution to be proposed at the EGM as hereunder indicated. If no specific direction as to voting is given or in the event of any other 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. (Please indicate your vote For or Against with a tick [ ] within the box provided.) No. Ordinary Resolution For Against 1. To approve the Proposed Change of Auditors Dated this day of 2014 Signature(s) of Members/Corporation s Common Seal IMPORTANT: PLEASE READ NOTES FOR PROXY FORM Total Number of Shares Held in: (a) CDP Register (b) Register of Members
NOTES: a. 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 of the Company, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares 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, this instrument of proxy will be deemed to relate to all the Shares held by you. b. A member entitled to attend and vote at the EGM is entitled to appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company. Where a member appoints two proxies, the appointment shall be deemed to be alternative unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. c. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy by resolution of its directors or other governing body such person as it thinks fit to vote on its behalf. d. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 44 Sungei Kadut Avenue Singapore 729667 not later than forty-eight (48) hours before the time appointed for the EGM. e. 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 instrument appointing a proxy or proxies. f. In the case of members whose Shares are deposited with The Central Depository (Pte) Limited ( CDP ), the Company shall be entitled to reject any instrument appointing a proxy or proxies lodged if such members are not shown to have Shares entered against their names 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. g. 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 its attorney or a duly authorised officer. h. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. General: The Company shall be entitled to reject the instrument appointing a proxy(ies) 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 instrument appointing a proxy or proxies. In addition, in the case of Shares entered 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 CDP to the Company. Personal data privacy: By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty.