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Wollen die die Firma liquidieren und alle Aktien zurückkaufen oder nur Aktienkapital herabsetzen und teilweise zurück kaufen?? Bitte um Hilfe!!!!!! OCEAN SKY INTERNATIONAL LIMITED
(Registration Number: 198803225E)
(Incorporated in the Republic of Singapore on 8 September 1988)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (“EGM”) of Ocean Sky
International Limited (the “Company”) will be convened on 27 April 2009 at 4.00 p.m. (or immediately
after the conclusion or adjournment of the Annual General Meeting held on the same date at 3.00
p.m.) at 22 Tampines Street 92, Singapore 528876, for the purpose of considering and, if thought fit,
passing with or without any modifications the following ordinary resolution:-
All capitalised terms in the Ordinary Resolutions and defined in the Circular shall, unless otherwise
defined in this Notice, bear the respective meanings ascribed thereto in the Circular.
Resolution 1
Ordinary Resolution: Adoption of the Proposed Share Buyback Mandate
That:
(a) for the purposes of the Companies Act (Cap. 50) of Singapore (the “Act”), the exercise by the
Directors of the Company of all the powers of the Company to use Funds (as hereafter defined)
to purchase or otherwise acquire the ordinary shares in the capital of the Company (“Shares”)
not exceeding in aggregate the Maximum Limit (as hereafter defined), at such price(s) as may
be determined by the Directors of the Company from time to time up to the Maximum Price (as
hereafter defined), whether by way of:
(i) on-market purchases (each an “On-Market Purchase”) on the Singapore Exchange
Securities Trading Limited (“SGX-ST”); and/or
(ii) off-market purchases (each an “Off-Market Purchase”) effected otherwise than on the
SGX-ST in accordance with any equal access schemes as may be determined or formulated
by the Directors of the Company as they consider fit based on the requirements of section
76C of the Act (the “Proposed Share Buyback Mandate”),
and in accordance with all other laws and regulations of Singapore and the listing rules of the
SGX-ST as may for the time being be applicable, be and is hereby authorised and approved
generally and unconditionally (“Proposed Share Buyback Mandate”)
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the
Directors of the Company pursuant to the Proposed Share Buyback Mandate may be exercised
by the Directors of the Company at any time and from time to time during the period commencing
from the passing of this Resolution and expiring on the earlier of:
(i) the conclusion of the next annual general meeting of the Company (“AGM”) is held or the
date on which the next AGM of the Company is held or required by law to be held;
(ii) the date on which the share buybacks are carried out to the full extent mandated; or
(iii) the date on which the authority contained in the Proposed Share Buyback Mandate is varied
or revoked;
(c) in this Resolution:
“Funds” means internal sources of funds and/or external borrowings as may be determined by
the Directors of the Company. Illustrations of the financial impact of the use of Funds are as set
out in the Circular;
“Maximum Limit” means that number of Shares representing ten per cent. (10%) of the issued
ordinary share capital of the Company as at the date of passing of this Resolution unless the
Company has effected a reduction of the share capital of the Company in accordance with the
applicable provisions of the Act, at any time during the Relevant Period, in which event the issued
ordinary share capital of the Company shall be taken to be the amount of the issued ordinary
share capital of the Company as altered (excluding any treasury shares that may be held by the
Company from time to time);
“Relevant Period” means the period commencing from the date on which the last AGM was held
and required by law to held and expiring on the date the next AGM is held or is required by law to
be held, whichever is the earlier, after the date of this Resolution;
“Maximum Price” in relation to a Share to be purchased, means an amount (excluding brokerage,
stamp duties, applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of an On-Market Purchase: 105% of the Average Closing Price;
(ii) in the case of an Off-Market Purchase: 130% of the Highest Last Dealt Price, where:
“Average Closing Price” means the average of the closing market prices of a Share over the
last five (5) Market Days, on which transactions in the Shares were recorded, preceding the day
of the On-Market Purchase, and deemed to be adjusted for any corporate action that occurs after
the relevant five (5) day period;
“Highest Last Dealt Price” means the highest price transacted for a Share on the Market Day on
which the Shares were transacted on the SGX-ST immediately preceding the date of the making
of the offer pursuant to the Off-Market Purchase;
“date of the making of the offer” means the date on which the Company announces its intention
to make an offer for an Off-Market Purchase, stating the purchase price (which shall not be more
than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms
of the equal access scheme for effecting the Off-Market Purchase; and
(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and
things (including executing such documents as may be required) as they may consider expedient
or necessary to give effect to the transactions contemplated by this Resolution.
BY ORDER OF THE BOARD
Edward Ang Boon Cheow
Executive Chairman & CEO
9 April 2009
Notes:-
(a) A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy
to attend and vote instead of him. A proxy need not be a member of the Company.
(b) If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised
officer or attorney.
(c) The instrument appointing a proxy must be deposited at the registered office of the Company at
22 Tampines Street 92, Singapore 528876, not less than forty-eight hours before the time for holding the
Extraordinary General Meeting.
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