MEETING SCHEDULE FOR AGM
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Name of Announcer * DRAGON GROUP INTL LIMITED Company Registration No. 199306761C Announcement submitted on behalf of Announcement is submitted with respect to *DRAGON GROUP INTL LIMITED
DRAGON GROUP INTL LIMITED
Announcement is submitted by * DATO' MICHAEL LOH SOON GNEE Designation * EXECUTIVE CHAIRMAN & CEO Date & Time of Broadcast 11-Apr-2012 16:25:32 Announcement No. 00061>> ANNOUNCEMENT DETAILS
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Date * 27 Apr 2012 Time * 01:30:PM Company * DRAGON GROUP INTL LIMITED Venue * 25 KALLANG AVENUE #06-01KALLANG BASIN INDUSTRIAL ESTATE SINGAPORE 339416
AttachmentsDGI_Notice_of_2012_AGM.pdf
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DRAGON GROUP INTERNATIONAL LIMITED (Company Registration No. 199306761C) (Incorporated in Singapore with limited liability)NOTICE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dragon Group International Limited (the "Company") will be held at 25 Kallang Avenue, #06-01 Kallang Basin Industrial Estate, Singapore 339416 on Friday, 27 April 2012 at 1.30 p.m. for the following purposes: AS ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and the Audited
Financial Statements of the Company for the year ended 31
December 2011 together with the Auditors' Report thereon.
(Resolution 1)
2. To re-elect the following Directors of the Company
retiring pursuant to Article 103 of the
Articles of Association of the Company:
Mr Timothy Lim Boon Liat (Article 103) (Resolution 2) Dr
Kenneth Yu Keung Yum (Article 103) (Resolution 3) Mr Lim
will, upon re-election as a Director of the Company, be
considered non-independent.
Dr Yu will, upon re-election as a Director of the Company, remain as Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee and will be considered non-independent.
3. To approve the payment of Directors' fees of S$195,426 for
the year ended 31 December
2011 (2010: S$189,530). (Resolution 4)
4. To re-appoint Messrs Ernst & Young LLP as the Auditors of
the Company and to authorise the Directors of the Company to
fix their remuneration. (Resolution 5)
5. To transact any other ordinary business which may properly
be transacted at an Annual
General Meeting.
To consider and if thought fit, to pass the following
resolution as an Ordinary Resolution, with or without any
modifications:
6. Authority to issue shares
That pursuant to Section 161 of the Companies Act, Cap. 50
and Rule 806 of the Listing Manual of the Singapore Exchange
Securities Trading Limited, the Directors of the Company be
authorised and empowered to:
(a) (i) issue shares in the Company ("shares") whether by way
of rights, bonus or otherwise;
and/or
(ii) make or grant offers, agreements or options
(collectively, "Instruments") that might or would require
shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) options,
warrants, debentures or other instruments convertible into
shares,
at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors of the Company
may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by this
Resolution may have ceased to be in force) issue shares in
pursuance of any Instruments made or granted by the Directors
of the Company while this Resolution was in force,
provided that:
(1) the aggregate number of shares (including shares to be
issued in pursuance of the Instruments, made or granted
pursuant to this Resolution) to be issued pursuant to this
Resolution shall not exceed fifty per centum (50%) of the
total number of issued shares (excluding treasury shares) in
the capital of the Company (as calculated in accordance with
sub-paragraph (2) below), of which the aggregate number of
shares to be issued other than on a pro rata basis to
shareholders of the Company shall not exceed twenty per
centum (20%) of the total number of issued shares (excluding
treasury shares) in the capital of the Company (as calculated
in accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the
Singapore Exchange Securities Trading Limited) for the
purpose of determining the aggregate number of shares that
may be issued under sub-paragraph (1) above, 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 of the
passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of any
convertible securities;
(b) new shares arising from exercising share options or
vesting of share awards which are outstanding or subsisting
at the time of the passing of this Resolution; and
(c) any subsequent bonus issue, consolidation or subdivision
of shares;
(3) in exercising the authority conferred by this Resolution,
the Company shall comply with the provisions of the Listing
Manual of the Singapore Exchange Securities Trading Limited
for the time being in force (unless such compliance has been
waived by the Singapore Exchange Securities Trading Limited)
and the Articles of Association of the Company; and
(4) unless revoked or varied by the Company in a general
meeting, such authority 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
earlier.
[See Explanatory Note] (Resolution 6)
By Order of the Board
Yip Ming Fai
Secretary
Singapore, 11 April 2012
The Ordinary Resolution 6 in item 6 above, if passed, will
empower the Directors of the Company, effective 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 or such authority is
varied or revoked by the Company in a general meeting,
whichever is the earlier, to issue shares, make or grant
Instruments convertible into shares and to issue shares
pursuant to such Instruments, up to a number not exceeding,
in total, 50% of the total number of issued shares (excluding
treasury shares) in the capital of the Company, of which up
to 20% may be issued other than on a pro-rata basis to
shareholders.
For determining the aggregate number of shares that may be
issued, the total number of issued shares (excluding treasury
shares) will be calculated based on the total number of
issued shares (excluding treasury shares) in the capital of
the Company at the time this Ordinary Resolution is passed
after adjusting for new shares arising from the conversion or
exercise of any convertible securities or share options or
vesting of share awards which are outstanding or subsisting
at the time when this Ordinary Resolution is passed and any
subsequent bonus issue, consolidation or subdivision of
shares.
1. A Member entitled to attend and vote at the Annual General
Meeting (the "Meeting") is entitled to appoint not more than
two proxies to attend and vote in his/her stead. A proxy need
not be a Member of the Company.
2. The instrument appointing a proxy must be deposited at the
Registered Office of the Company at 50 Raffles Place, #32-01
Singapore Land Tower, Singapore 048623 not less than
forty-eight (48) hours before the time appointed for holding
the Meeting.
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