tung lok restaurants (2000) ltdtunglok.listedcompany.com/newsroom/20150707_184220_540_j80b… ·...

CIRCULAR DATED 7 JULY 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ ITCAREFULLY.

If you are in any doubt in relation to this Circular as to the action you should take, you should consult yourstockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Tung Lok Restaurants (2000) Ltd (the“Company”), you should forward this Circular, the Notice of Extraordinary General Meeting and the ProxyForm enclosed herewith immediately to the purchaser or transferee or to the bank, stockbroker or agentthrough whom the sale or transfer was effected for onward transmission to such purchaser or transferee.

This Circular has been prepared by the Company and reviewed by the Company’s sponsor, SAC CapitalPrivate Limited (the “Sponsor”), for compliance with the Singapore Exchange Securities Trading Limited(the “SGX-ST”) Listing Manual Section B: Rules of the Catalist. The Sponsor has not verified the contentsof this Circular including the accuracy or completeness of any of the information disclosed or thecorrectness of any of the statements or opinions made or reports contained in this Circular. This Circularhas not been examined or approved by the SGX-ST. Neither the Sponsor nor the SGX-ST assumesresponsibility for the correctness of any of the statement made, reports contained or opinions expressedin the Circular. The contact person for the Sponsor is Mr Ong Hwee Li at SAC Capital Private Limited, 1Robinson Road, #21-02 AIA Tower, Singapore 048542, Telephone: (65) 65323829.

TUNG LOK RESTAURANTS (2000) LTD(Company Registration No. 200005703N)

(Incorporated in the Republic of Singapore on 29 June 2000)

CIRCULAR TO SHAREHOLDERS

in relation to

THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION ANDARTICLES OF ASSOCIATION OF THE COMPANY

IMPORTANT DATES AND TIMES:

Last Date and Time for Lodgement of Proxy Form : 28 July 2015 at 11.15 a.m.

Date and Time of Extraordinary General Meeting : 30 July 2015 at 11.15 a.m. (or as soon aspracticable immediately following the conclusionor adjournment of the annual general meeting ofthe Company to be held at 11 a.m. on the sameday and at the same venue)

Place of Extraordinary General Meeting : Orchard Parade Hotel, 1 Tanglin Road, Level 2,Antica Ballroom, Singapore 247905

TABLE OF CONTENTS

Page

DEFINITIONS ...................................................................................................................................... 3

LETTER TO SHAREHOLDERS

1 INTRODUCTION........................................................................................................................ 5

2 THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY.................................................................. 5

3 INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .................................. 8

4 DIRECTORS’ RECOMMENDATION .......................................................................................... 9

5 EXTRAORDINARY GENERAL MEETING ................................................................................ 9

6 ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................ 9

7 DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................ 9

8 DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................ 10

APPENDIX .......................................................................................................................................... 11

NOTICE OF EXTRAORDINARY GENERAL MEETING...................................................................... 50

PROXY FORM

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DEFINITIONS

In this Circular, the following definitions shall apply throughout unless the context otherwise requires orunless otherwise stated:-

“Act” or “Companies Act” : Companies Act (Chapter 50) of Singapore, as amended ormodified from time to time

“Articles” : The Articles of Association of the Company, as amended,modified or supplemented from time to time

“Board” or “Board of Directors” : 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, asamended, modified or supplemented from time to time

“CDP” : The Central Depository (Pte) Limited

“Circular” : This circular to Shareholders dated 7 July 2015

“Company” : Tung Lok Restaurants (2000) Ltd (Company RegistrationNumber 200005703N)

“Director(s)” : The director(s) of the Company as at the date of this Circular

“EGM” or “Extraordinary General : The extraordinary general meeting of the Company to be held Meeting” on 30 July 2015 at 11.15 a.m., notice of which is set out in

the Notice of EGM on page 50 of this Circular

“Latest Practicable Date” : 30 June 2015, being the latest practicable date prior to theprinting of this Circular

“Memorandum” : The Memorandum of Association of the Company, asamended, modified or supplemented from time to time

“Notice of EGM” : The notice of the EGM as set out on page 50 of this Circular

“PDPA” : The Personal Data Protection Act (No. 26 of 2012), asamended or modified from time to time

“Proposed Amendments” : The proposed amendments to the Memorandum and Articles,as set out in full in the Appendix to this Circular

“Register of Members” : The register of members of the Company

“Securities Account” : A securities account maintained by a Depositor with CDP (butdoes not include a securities sub-account maintained with aDepository Agent)

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shares” : Ordinary shares in the capital of the Company and each a“Share”

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“Shareholder(s)” : Registered holders of Shares in the Register of Members ofthe Company, except that where the registered holder is CDP,the term “Shareholders” shall, in relation to such Shares andwhere the context so admits, mean the Depositors in theDepository Register maintained by the CDP and whoseSecurities Accounts are credited with those Shares. Anyreference to Shares held by or shareholdings of Shareholdersshall include Shares standing to the credit of their respectiveSecurities Accounts

“Special Resolution” : The special resolution as set out in the Notice of EGM onpage 50 of this Circular

“Sponsor” : SAC Capital Private Limited

“Substantial Shareholder” : A person who has an interest (directly or indirectly) in 5% ormore of the total issued share capital of the Company

“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 meaningsascribed to them respectively in Section 130A of the Act.

The terms, “subsidiary” and “subsidiaries”, shall have the meanings ascribed to them in the Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. 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 otherwisestated.

Any reference in this Circular to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Any term defined under the Act or the Catalist Rules, or any statutorymodification thereof, and used in this Circular shall, where applicable, have the meaning ascribed to itunder the Act or the Catalist Rules, or such modification thereof, as the case may be, unless otherwiseprovided.

The headings in this Circular are inserted for convenience only and shall be ignored in construing thisCircular.

Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are dueto rounding. Accordingly, figures shown as totals in this Circular may not be the arithmetic aggregation ofthe figures that precede them.

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LETTER TO SHAREHOLDERS

Board of Directors Registered Office

Mr Tjioe Ka Men (Executive Chairman) 1 Sophia Road, #05-03, Mdm Tjioe Ka In (Executive Director) Peace Centre, Dr Tan Eng Liang (Lead Independent Director) Singapore 228149Dr Ker Sin Tze (Independent Director)Mr Chee Wai Pong (Independent Director)Mdm Ng Siok Keow (Non-Independent and Non-Executive Director)Mr Goi Seng Hui (Non-Independent and Non-Executive Director)

7 July 2015

To: The Shareholders of Tung Lok Restaurants (2000) Ltd

Dear Sir/Madam

1 INTRODUCTION

1.1 The Directors are convening the EGM to seek Shareholders’ approval for the proposedamendments to the Memorandum and Articles.

1.2 The purpose of this Circular is to provide Shareholders with information in respect of the proposedamendments to the Memorandum and Articles, and to seek approval of Shareholders at the EGMfor the matters set out in the Notice of Extraordinary General Meeting on page 50 of this Circular.

2 THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLESOF ASSOCIATION OF THE COMPANY

2.1 Proposed Amendments to the Memorandum and Articles

The Companies (Amendment) Act 2004, which came into effect on 1 April 2004, amended theCompanies Act, inter alia, to remove the requirement that the objects of a company be stated in itsmemorandum of association.

In addition, the Companies (Amendment) Act 2005, which came into effect on 30 January 2006,introduced key amendments to the Companies Act resulting in significant changes to the companylaw regime in Singapore. These amendments include, inter alia, the abolition of the concepts of parvalue and authorised capital, and provisions for repurchased shares to be held as treasury shares.

With the abolition of the concept of par value pursuant to the Companies (Amendment) Act 2005,shares of a company incorporated in Singapore no longer have any par or nominal value. Theconcept of share premium has also been abolished accordingly. All amounts standing to the creditof a company’s share premium account and capital redemption reserve (if any) as at 30 January2006 would become part of the company’s share capital.

The Companies (Amendment) Act 2005 also introduced new provisions on share buybacks andtreasury shares. Under these new provisions, a company can repurchase shares out of capital, aswell as from distributable profits. Ordinary shares which are the subject of a share repurchase by acompany can be held by that company as treasury shares instead of being cancelled. The right toattend and vote at meetings and the right to dividends or other distributions will be suspended forso long as the repurchased shares are held in treasury.

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Further, on 31 July 2013, the SGX-ST announced the introduction of new listing rules to promotegreater transparency in general meetings and support listed companies and trusts in enhancingtheir shareholder engagement. These new rules include, inter alia, the (a) holding of generalmeetings in Singapore, (b) voting by poll for all resolutions; and (c) disclosures of relevant detailson voting outcomes.

The Directors are proposing to alter the Memorandum and Articles, where relevant, to align themwith the provisions in the Companies Act and the prevailing listing rules of the SGX-ST.

The opportunity will also be taken to alter the Articles to take into account the provisions of thePDPA relating to the collection, use and disclosure of personal data, and to update, streamline andrationalise certain other provisions in the Memorandum and Articles.

2.2 Summary of Amendments to the Memorandum

To eradicate the uncertainty surrounding a company’s power to act, amendments were made tothe Companies Act such that companies are no longer required to provide an extensive list ofactivities which they have the capacity or power to engage in. Section 22(1) of the Companies Actwas amended so that it is no longer necessary to state the objects of the company in itsmemorandum of association. In addition, Section 23(1) of the Companies Act was amended toprovide that a company has full capacity to carry on or undertake any business or activity, do anyact or enter into any transaction, subject to the provisions of the Companies Act, any other writtenlaw and its memorandum and articles of association. Accordingly, it is proposed that the existingobjects in Clause 3 of the Memorandum be amended so as to be consistent with the language inthe Companies Act and to provide the Company with full rights, powers and privileges to engagein any business, activity or transaction (as permitted by law) as it deems fit.

Further, in line with the abolition of the concepts of par value and authorised capital pursuant tothe Companies (Amendment) Act 2005, there is no longer a requirement for the memorandum ofassociation of a company to state the amount of share capital, if any, which the company proposesto be registered and the division thereof into shares of a fixed amount. Accordingly, it is proposedthat Clause 5 of the Memorandum, which provides for the share capital of the Company and thedivision thereof into shares of a fixed amount, be amended so as to be consistent with theCompanies Act.

2.3 Summary of Amendments to the Articles

(a) Removal of references to par or nominal value and authorised capital

Following the abolition of the concepts of par or nominal value and authorised share capital,references to these terms throughout the existing Articles have been removed;

(b) Removal of references to share premium and capital redemption reserve

Under the Companies (Amendment) Act 2005, the concept of issuing shares at a discountor premium is no longer applicable following the abolition of the concept of par or nominalvalue. Further, the Companies (Amendment) Act 2005 provides that any amount standing tothe credit of a company’s share premium account and capital redemption reserve nowbecomes part of its share capital. The proposed amendments to the Articles provide forsuch corresponding amendments;

(c) Provisions for shares repurchased by the Company to be held as treasury shares

New provisions on treasury shares have been introduced in the Companies (Amendment)Act 2005. Shares repurchased by the Company can now be held as treasury shares insteadof being cancelled. The right to attend and vote at meetings and the right to dividends andother distributions will be suspended for so long as such repurchased shares are held intreasury. The proposed amendments to the Articles include provisions for such treasuryshares;

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(d) Provisions to require general meetings to be held in Singapore

Pursuant to the listing rules that came into effect on 1 January 2014, proposed amendmentsto the Articles include provisions that require general meetings of the Company to be held inSingapore;

(e) Provisions to require all resolutions put to general meetings to be decided by poll

Pursuant to the listing rules that will come into effect on 1 August 2015, proposedamendments to the Articles include provisions that require all resolutions put to generalmeetings to be decided by poll;

(f) Provision to take into account the provisions of the PDPA

The provisions of the PDPA which relate to personal data protection came into force on 2July 2014. In general, under the PDPA, the Company can only collect, use or disclose thepersonal data of an individual with the individual’s consent, and for a reasonable purposewhich the Company has made known to the individual.

A new Article 147A is proposed to be inserted to provide that (i) a Shareholder who is anatural person shall be deemed to have consented to the collection, use and disclosure ofhis personal data (whether such personal data is provided by that member or is collectedthrough a third party) by the Company (or its agents or service providers) for the purposesset out in Article 147A(A), and (ii) a Shareholder who appoints a proxy and/or representativefor any general meeting shall be deemed to have warranted that, where such memberdiscloses the personal data of the proxy and/or representative, that member has obtainedthe prior consent of such proxy and/or representative for the collection, use and disclosureof the personal data of such proxy and/or representative for the purposes specified, and isfurther deemed to have agreed to indemnify the Company in respect of any penalties,liabilities, claims, demands, losses and damages as a result of such member’s breach ofwarranty; and

(g) Other amendments

Other amendments proposed to be made to the Articles of Association of the Company,making it generally in line with Companies Act and the Catalist Rules, with full details asindicated in the Appendix to this Circular, such as amendments in respect of bonus issuesand service of notices by electronic means etc.

2.4 Appendix

The text of the Memorandum and Articles which are proposed to be amended are set out in theAppendix to this Circular. The proposed amendments to the Memorandum and Articles are subjectto the approval of Shareholders by Special Resolution and if approved by the Shareholders, willbecome effective immediately after the EGM.

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3 INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

3.1 The interests of the Directors and Substantial Shareholders (both direct and deemed) in theShares as at the Latest Practicable Date, as recorded in the Register of Directors’ Shareholdingsand the Register of Substantial Shareholders’ kept by the Company are set out below:

Direct Interest Deemed Interest Total Interest

Number of Number of Number of Shares %(1) Shares %(1) Shares %(1)

Directors

Tjioe Ka Men 442,960 0.16 107,170,840 (3) 39.06 107,613,800 39.22

Tjioe Ka In 105,840 0.04 104,272,000 (2) 38.00 104,377,840 38.04

Tan Eng Liang – – – – – –

Ker Sin Tze – – – – – –

Chee Wai Pong – – – – – –

Ng Siok Keow – – – – – –

Goi Seng Hui – – 49,975,280 (7) 18.21 49,975,280 18.21

Substantial Shareholders

Zhou Holdings Pte Ltd 104,272,000 38.00 – – 104,272,000 38.00

Tres Maria Capital Ltd – – 104,272,000 (2) 38.00 104,272,000 38.00

Sugiono Wiyono – – 104,272,000 (2) 38.00 104,272,000 38.00Sugialam

Amazing Grace – – 104,272,000 (2) 38.00 104,272,000 38.00Investments Pte. Ltd.

Estate of Zhou – – 104,272,000 (2) 38.00 104,272,000 38.00Yingnan, Deceased

Tjioe Ka Men 442,960 0.16 107,170,840 (3) 39.06 107,613,800 39.22

Tjioe Ka In 105,840 0.04 104,272,000 (2) 38.00 104,377,840 38.04

Goodview Properties 52,857,280 19.26 – – 52,857,280 19.26Pte Ltd

Far East Organization – – 52,857,280 (4) 19.26 52,857,280 19.26Centre Pte Ltd

Mdm Tan Kim Choo – – 53,323,760 (5) 19.43 53,323,760 19.43

Estate of Ng Teng – – 53,323,760 (6) 19.43 53,323,760 19.43Fong, Deceased

Tee Yih Jia Food 49,975,280 18.21 – – 49,975,280 18.21Manufacturing Pte Ltd

Goi Seng Hui – – 49,975,280 (7) 18.21 49,975,280 18.21

Antica Bay Pte. Ltd. 20,300,000 7.40 – – 20,300,000 7.40

Andre Tanoto – – 20,300,000 (8) 7.40 20,300,000 7.40

Notes:−

(1) Based on the issued share capital of the Company of 274,400,000 Shares as at the Latest Practicable Date.

(2) Deemed to be interested in these shares held by Zhou Holdings Pte Ltd by virtue of Section 7 of the CompaniesAct, Cap 50.

(3) Deemed to be interested in the 104,272,000 shares held by Zhou Holdings Pte Ltd and 2,898,840 shares held byAng Tjia Leng @ Widjaja Linda Anggraini (spouse) by virtue of Section 7 of the Companies Act, Cap 50.

(4) Deemed to be interested in these shares held by Goodview Properties Pte Ltd by virtue of Section 7 of theCompanies Act, Cap 50.

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(5) Deemed to be interested in the 52,857,280 shares held by Goodview Properties Pte Ltd as her associate, theEstate of Ng Teng Fong, Deceased has a controlling interest in Far East Organization Centre Pte Ltd, which in turnhas a controlling interest in Goodview Properties Pte Ltd; and 466,480 shares held by Kuang Ming Investments Pte.Ltd. by virtue of she having more than 20% interest in Kuang Ming Investments Pte. Ltd. by virtue of Section 7 ofthe Companies Act, Cap 50.

(6) Deemed to be interested in the 52,857,280 shares held by Goodview Properties Pte Ltd by virtue of its controllinginterest in Far East Organization Centre Pte Ltd, which in turn has a controlling interest in Goodview Properties PteLtd; and 466,480 shares held by Kuang Ming Investments Pte Ltd. as its associate, Mdm Tan Kim Choo, has morethan 20% interest in Kuang Ming investments Pte. Ltd. by virtue of Section 7 of the Companies Act, Cap 50.

(7) Deemed to be interested in these shares held by Tee Yih Jia Food Manufacturing Pte Ltd by virtue of Section 7 ofthe Companies Act, Cap 50.

(8) Deemed to be interested in the shares held by Antica Bay Pte. Ltd. by virtue of Section 7 of the Companies Act,Cap 50.

3.2 Other than through their respective shareholdings in the Company, none of the Directors orcontrolling shareholders of the Company has any interest, direct or indirect (other than throughtheir shareholdings in the Company) in the Proposed Amendments.

4 DIRECTORS’ RECOMMENDATION

Having reviewed and considered the terms, the rationale and the benefits of the ProposedAmendments as set out in the Appendix to this Circular, the Directors are of the opinion that theProposed Amendments are in the best interests of the Company and accordingly recommend thatthe Shareholders vote in favour of the Special Resolution as set out in the notice convening theEGM.

5 EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on page 50 of this Circular, will be held at Orchard ParadeHotel, 1 Tanglin Road, Level 2, Antica Ballroom, Singapore 247905 on 30 July 2015 at 11.15 a.m.(or as soon as practicable immediately following the conclusion or adjournment of the annualgeneral meeting of the Company to be held at 11 a.m. on the same day and at the same venue)for the purpose of considering and, if thought fit, passing, with or without any modification, theSpecial Resolution 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 to attend andvote at the EGM on their behalf should complete, sign and return the proxy form attached to theNotice of EGM in accordance with the instructions printed thereon as soon as possible and in anyevent so as to arrive at the Company’s registered office at 1 Sophia Road, #05-03, Peace Centre,Singapore 228149, not less than 48 hours before the time fixed for the EGM. The completion andreturn of the proxy form by such Shareholder will not prevent him from attending and voting inperson at the EGM in place of his proxy should he subsequently decide to do so, although theappointment of the proxy shall be deemed to be revoked by such attendance.

A Depositor will not be regarded as a member of the Company entitled to attend the EGM and tospeak and vote thereat unless his name appears in the Depository Register as at 48 hours beforethe EGM.

7 DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of theinformation given in this Circular and confirm after making all reasonable enquiries, that to the bestof their knowledge and belief, this Circular constitutes full and true disclosure of all material factsabout the Proposed Amendments, the Company and its subsidiaries, and the Directors are notaware of any facts the omission of which would make any statement in this Circular misleading.

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Where information in the Circular has been extracted from published or otherwise publicly availablesources or obtained from a named source, the sole responsibility of the Directors has been toensure that such information has been accurately and correctly extracted from those sourcesand/or reproduced in the Circular in its proper form and context.

Shareholders are advised to read this Circular in its entirety and for any Shareholder who mayrequire advice in the context of his specific investment, to consult his bank manager, stockbroker,solicitor, accountant or other professional adviser.

8 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Memorandum and Articles of the Company may be inspected at the Company’sregistered office at 1 Sophia Road, #05-03, Peace Centre, Singapore 228149, during normalbusiness hours from the date of this Circular and up to and including the date of the EGM.

Yours faithfullyFor and on behalf of the Board of Directors ofTung Lok Restaurants (2000) Ltd

Tjioe Ka Men Executive Chairman

7 July 2015

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APPENDIX

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The Proposed Amendments to the Memorandum and Articles are set out below. For ease of reference,the existing clause of the Memorandum and Articles and the proposed new text for such clause is set outin the table below. The proposed amendments in the table are denoted with strikethroughs for deletionand underlined for insertions.

The details of the Proposed Amendments to the Memorandum be amended as follows:

NO. EXISTING TEXT PROPOSED NEW TEXT RATIONALE

1.

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Clause 3 of the Memorandum

The objects for which theCompany is established are:-

(a) To carry on the business ofan investment companyand for that purpose toacquire and hold either inthe name of the Companyor in that of any nomineestocks, shares, debentures,debenture stocks, bonds,notes, obligations andsecurities issued orguaranteed by anycompany whereverincorporated or carrying onbusiness and debentures,debenture stocks, bonds,notes, obligations andsecurities issued orguaranteed by anygovernment, sovereignruler, commissioners, publicbody or authority, supreme,dependent, municipal, localor otherwise in any part ofthe world.

(a)(i) To carry on the business ofproviding restaurantmanagement services tothe food and beverageindustry, including thetraining of personnel forsuch industry and to adviseupon the means andmethods for extending,developing and improvingthe restaurant businessesand all systems orprocesses relating to theproduction, storage,

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2004 removing therequirement that theobjects of a companybe stated in itsmemorandum ofassociation.


The objects for which theCompany is established are:-

(a) To carry on thebusiness of aninvestment companyand for that purpose toacquire and hold eitherin the name of theCompany or in that ofany nominee stocks,shares, debentures,debenture stocks,bonds, notes,obligations andsecurities issued orguaranteed by anycompany whereverincorporated or carryingon business anddebentures, debenturestocks, bonds, notes,obligations andsecurities issued orguaranteed by anygovernment, sovereignruler, commissioners,public body or authority,supreme, dependent,municipal, local orotherwise in any part ofthe world.

(a)(i) To carry on thebusiness of providingrestaurant managementservices to the foodand beverage industry,including the training ofpersonnel for suchindustry and to adviseupon the means and


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methods for extending,developing andimproving therestaurant businessesand all systems orprocesses relating tothe production, storage,distribution, marketingand sale of goodsand/or relating to therendering of services;to collect, prepare anddistribute informationand statistics relating tothe restaurantbusinesses or food andbeverage industry.

(b) To carry on thebusiness of holding orowning in the Republicof Singapore orelsewhere any real orpersonal property orany rights or intereststherein for the purposesof investment andproduction of anyannual or other incometherefrom.

(c) To carry on thebusiness of importersand exporters in goodsand articles of all kinds,whether manufacturedor in raw state,consumable or non-consumable and to dealin such goods both bywholesale and retailand generally toengage in any businessor transaction whichmay seem to theCompany directly orindirectly conducive toits interest. To buy, sell,deal and carry on thebusiness of generalmerchants; and to actas representatives, orto act as general orspecial agents ofmanufacturers in goodsof all kinds dealt with bythe Company.

distribution, marketing andsale of goods and/orrelating to the rendering ofservices; to collect, prepareand distribute informationand statistics relating to therestaurant businesses orfood and beverage industry.

(b) To carry on the business ofholding or owning in theRepublic of Singapore orelsewhere any real orpersonal property or anyrights or interests thereinfor the purposes ofinvestment and productionof any annual or otherincome therefrom.

(c) To carry on the business ofimporters and exporters ingoods and articles of allkinds, whethermanufactured or in rawstate, consumable or non-consumable and to deal insuch goods both bywholesale and retail andgenerally to engage in anybusiness or transactionwhich may seem to theCompany directly orindirectly conducive to itsinterest. To buy, sell, dealand carry on the businessof general merchants; andto act as representatives, orto act as general or specialagents of manufacturers ingoods of all kinds dealt withby the Company.

(d) To carry on the business ofbusiness managementconsultancy services andinvestment consultancyservices.

(e) To develop and turn toaccount any land acquiredby or in which the Companyis interested, and inparticular by laying out andpreparing the same forbuilding purposes,constructing, altering,


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(d) To carry on thebusiness of businessmanagementconsultancy servicesand investmentconsultancy services.

(e) To develop and turn toaccount any landacquired by or in whichthe Company isinterested, and inparticular by laying outand preparing the samefor building purposes,constructing, altering,pulling down,decorating, maintaining,furnishing, fitting up andimproving building, andby planting, paving,draining, farming,cultivating, letting onbuilding lease orbuilding agreement,and by advancingmoney to and enteringinto contract andarrangements of allkinds with builders,tenants and others.

(f) To purchase orotherwise acquire forinvestment lands,houses, theatres,buildings, plantations,and immovableproperty of anydescription or anyinterest therein.

(g) To purchase, establishand carry on businessas general merchants,manufacturers,importers, exporters,commission agents, delcredere agents,removers, packers,storers, storekeepers,factors andmanufacturers of anddealers in foreign andlocal produce,manufactured goods,materials and general

pulling down, decorating,maintaining, furnishing,fitting up and improvingbuilding, and by planting,paving, draining, farming,cultivating, letting onbuilding lease or buildingagreement, and byadvancing money to andentering into contract andarrangements of all kindswith builders, tenants andothers.

(f) To purchase or otherwiseacquire for investmentlands, houses, theatres,buildings, plantations, andimmovable property of anydescription or any interesttherein.

(g) To purchase, establish andcarry on business asgeneral merchants,manufacturers, importers,exporters, commissionagents, del credere agents,removers, packers, storers,storekeepers, factors andmanufacturers of anddealers in foreign and localproduce, manufacturedgoods, materials andgeneral merchandise andto import, buy, prepare,manufacture, rendermarketable, sell, barter,exchange, pledge, charge,make advances on andotherwise deal in or turn toaccount, produce goods,materials and merchandisegenerally either in theirprepared, manufactured orraw state and to undertake,carry on and execute allkinds of commercial tradingand other manufacturingoperations and all businesswhether wholesale or retailusually carried on byEastern merchants.

(h) To buy, sell, manufacture,repair, alter, improve,exchange, let out on hire,


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merchandise and toimport, buy, prepare,manufacture, rendermarketable, sell, barter,exchange, pledge,charge, make advanceson and otherwise dealin or turn to account,produce goods,materials andmerchandise generallyeither in their prepared,manufactured or rawstate and to undertake,carry on and execute allkinds of commercialtrading and othermanufacturingoperations and allbusiness whetherwholesale or retailusually carried on byEastern merchants.

(h) To buy, sell,manufacture, repair,alter, improve,exchange, let out onhire, import, export anddeal in all works, plant,machinery, tools,utensils, appliances,apparatus, products,materials, substances,articles and thingscapable of being usedin any business whichthis company iscompetent to carry onor required by anycustomers of orpersons havingdealings with thecompany or commonlydealt in by personsengaged in any suchbusiness or which mayseem capable of beingprofitably dealt with inconnexion therewithand to manufacture,experiment with, rendermarketable and deal inall products of residualand by-productsincidental to or obtainedin any of the

import, export and deal inall works, plant, machinery,tools, utensils, appliances,apparatus, products,materials, substances,articles and things capableof being used in anybusiness which thiscompany is competent tocarry on or required by anycustomers of or personshaving dealings with thecompany or commonlydealt in by personsengaged in any suchbusiness or which mayseem capable of beingprofitably dealt with inconnexion therewith and tomanufacture, experimentwith, render marketable anddeal in all products ofresidual and by-productsincidental to or obtained inany of the businessescarried on by the company.

(i) To purchase or otherwiseacquire and hold andcharter ships and vesselsof all kinds.

(j) To purchase, take on leaseor in exchange hire orotherwise acquire any realor personal propertylicences, rights or privilegeswhich the company maythink necessary orconvenient for the purposesof its business and toconstruct, maintain andalter any buildings or worksnecessary or convenient forthe purposes of thecompany.

(k) To purchase or otherwiseacquire, issue, re-issue, selland place shares, stocks,bonds, debentures andsecurities of all kinds.

(l) To apply for purchase orotherwise acquire anypatents, brevets d’invention,licences, concessions and


15

businesses carried onby the company.

(i) To purchase orotherwise acquire andhold and charter shipsand vessels of all kinds.

(j) To purchase, take onlease or in exchangehire or otherwiseacquire any real orpersonal propertylicences, rights orprivileges which thecompany may thinknecessary orconvenient for thepurposes of itsbusiness and toconstruct, maintain andalter any buildings orworks necessary orconvenient for thepurposes of thecompany.

(k) To purchase orotherwise acquire,issue, re-issue, sell andplace shares, stocks,bonds, debentures andsecurities of all kinds.

(l) To apply for purchaseor otherwise acquireany patents, brevetsd’invention, licences,concessions and thelike, conferring, anyexclusive or non-exclusive or limited rightto use or any secret orother information as toany invention orpreparation which mayseem capable of beingused for any of thepurposes of thecompany or theacquisition of whichmay seem calculateddirectly or indirectly tobenefit the companyand to use, exercise,develop or grantlicences in respect of or

the like, conferring, anyexclusive or non-exclusiveor limited right to use orany secret or otherinformation as to anyinvention or preparationwhich may seem capable ofbeing used for any of thepurposes of the companyor the acquisition of whichmay seem calculateddirectly or indirectly tobenefit the company and touse, exercise, develop orgrant licences in respect ofor otherwise turn toaccount the property rightsor information so acquired.

(m) To erect, construct, laydown, enlarge, alter andmaintain any roads,railways, tramways, sidings,bridges, reservoirs, shipbuilding yards, shops,stores factories, buildingworks, plant and machinerynecessary to convenient forthe company’s business,and to contribute to orsubsidise the erection,construction andmaintenance of any of theabove.

(n) To borrow or raise orsecure the payment ofmoney for the purposes ofor in connexion with thecompany’s business, andfor the purposes of or inconnexion with theborrowing or raising ofmoney by the company tobecome a member of anybuilding society.

(o) To mortgage and chargethe undertaking of all orany of the real andpersonal property andassets, present or future,and all or any of theuncalled capital for the timebeing of the company, andto issue at par or atpremium or discount, and


16

otherwise turn toaccount the propertyrights or information soacquired.

(m) To erect, construct, laydown, enlarge, alterand maintain any roads,railways, tramways,sidings, bridges,reservoirs, ship buildingyards, shops, storesfactories, buildingworks, plant andmachinery necessary toconvenient for thecompany’s business,and to contribute to orsubsidise the erection,construction andmaintenance of any ofthe above.

(n) To borrow or raise orsecure the payment ofmoney for the purposesof or in connexion withthe company’sbusiness, and for thepurposes of or inconnexion with theborrowing or raising ofmoney by the companyto become a member ofany building society.

(o) To mortgage andcharge the undertakingof all or any of the realand personal propertyand assets, present orfuture, and all or any ofthe uncalled capital forthe time being of thecompany, and to issueat par or at premium ordiscount, and for suchconsideration and withand subject to suchrights, powers,privileges andconditions as may bethought fit, debenturesor debenture stock,either permanent orredeemable orrepayable, and

for such consideration andwith and subject to suchrights, powers, privilegesand conditions as may bethought fit, debentures ordebenture stock, eitherpermanent or redeemableor repayable, andcollaterally or further tosecure any securities of thecompany by a trust deed orother assurance.

(p) To issue and deposit anysecurities which thecompany has power toissue by way of mortgageto secure any sum lessthan the nominal amount ofsuch securities, and also byway of security for theperformance of anycontracts or obligations ofthe company or of itscustomers or other personsor corporations havingdealings with the company,or in whose business orundertakings the companyis interested, whetherdirectly or indirectly.

(q) As a separate andindependent object (andnot merely as a power), tolend and advance money orgive credit to, to guaranteeand give guarantees orindemnities for the paymentof money or theperformance of contracts orobligations by, to secure orundertake in any way therepayment of money lent oradvanced to or the liabilitiesincurred by, and otherwiseto assist, any person, firmor company whatsoevereither with or without thecompany receiving anybenefit, consideration oradvantage.

(r) To make advances tocustomers and others withor without security, andupon such terms as the


17

collaterally or further tosecure any securities ofthe company by a trustdeed or otherassurance.

(p) To issue and depositany securities which thecompany has power toissue by way ofmortgage to secure anysum less than thenominal amount of suchsecurities, and also byway of security for theperformance of anycontracts or obligationsof the company or of itscustomers or otherpersons or corporationshaving dealings withthe company, or inwhose business orundertakings thecompany is interested,whether directly orindirectly.

(q) As a separate andindependent object(and not merely as apower), to lend andadvance money or givecredit to, to guaranteeand give guarantees orindemnities for thepayment of money orthe performance ofcontracts or obligationsby, to secure orundertake in any waythe repayment ofmoney lent or advancedto or the liabilitiesincurred by, andotherwise to assist, anyperson, firm orcompany whatsoevereither with or withoutthe company receivingany benefit,consideration oradvantage.

(r) To make advances tocustomers and otherswith or without security,

Company may approve.

(s) To grant pensions,allowances, gratuities andbonuses to officers, ex-officers, employees or ex-employees of the companyor its predecessors inbusiness or the dependentsor connections of suchpersons, to establish andmaintain or concur inestablishing andmaintaining trusts, funds orschemes (whethercontributory or non-contributory) with a view toprovide pensions or otherbenefits for any suchpersons as aforesaid, theirdependents or connections,and to support or subscribeto any charitable funds orinstitutions, the support ofwhich may, in the opinion ofthe directors, be calculateddirectly or indirectly tobenefit the company or itsemployees, and to instituteand maintain any otherestablishment or profit-sharing scheme calculatedto advance the interests ofcompany or its officers oremployees.

(t) To draw, make, accept,endorse, negotiate,discount and executepromissory notes, bills ofexchange and othernegotiable instruments.

(u) To invest and deal with themoneys of the company notimmediately required for thepurposes of its business inor upon such investmentsor securities and in suchmanner as may from timeto time be determined.

(v) To pay for any property orrights acquired by thecompany, either in cash orfully or partly paid-upshares, with or without


18

and upon such termsas the Company mayapprove.

(s) To grant pensions,allowances, gratuitiesand bonuses to officers,ex-officers, employeesor ex-employees of thecompany or itspredecessors inbusiness or thedependents orconnections of suchpersons, to establishand maintain or concurin establishing andmaintaining trusts,funds or schemes(whether contributory ornon-contributory) with aview to providepensions or otherbenefits for any suchpersons as aforesaid,their dependents orconnections, and tosupport or subscribe toany charitable funds orinstitutions, the supportof which may, in theopinion of the directors,be calculated directly orindirectly to benefit thecompany or itsemployees, and toinstitute and maintainany other establishmentor profit-sharingscheme calculated toadvance the interests ofcompany or its officersor employees.

(t) To draw, make, accept,endorse, negotiate,discount and executepromissory notes, billsof exchange and othernegotiable instruments.

(u) To invest and deal withthe moneys of thecompany notimmediately requiredfor the purposes of itsbusiness in or upon

preferred or deferred orspecial rights or restrictionsin respect of dividend,repayment of capital, votingor otherwise, or by anysecurities which thecompany has power toissue, or partly in one modeand partly in another, andgenerally on such terms asthe company maydetermine.

(w) To accept payment for anyproperty or rights sold orotherwise disposed of ordealt with by the company,either in cash, byinstalments or otherwise, orin fully or partly paid-upshares of any company orcorporation, with or withoutdeferred or preferred orspecial rights or restrictionsin respect of dividend,repayment of capital, votingor otherwise, or indebentures or mortgage,debentures or debenturestock, mortgages, or othersecurities of any companyor corporation, or partly inone mode and partly inanother, and generally onsuch terms as the companymay determine, and tohold, dispose of anyshares, stock or securitiesso acquired.

(x) To enter into anypartnership or joint-pursearrangement orarrangement for sharingprofits, union of interests orco-operation with anycompany, firm or personcarrying on or proposing tocarry on any businesswithin the objects of thiscompany, and to acquireand hold, sell, or dispose ofshares, stock or securitiesof any such company, andto guarantee the contractsor liabilities of, or thepayment of the dividends,


19

such investments orsecurities and in suchmanner as may fromtime to time bedetermined.

(v) To pay for any propertyor rights acquired bythe company, either incash or fully or partlypaid-up shares, with orwithout preferred ordeferred or specialrights or restrictions inrespect of dividend,repayment of capital,voting or otherwise, orby any securities whichthe company has powerto issue, or partly inone mode and partly inanother, and generallyon such terms as thecompany maydetermine.

(w) To accept payment forany property or rightssold or otherwisedisposed of or dealtwith by the company,either in cash, byinstalments orotherwise, or in fully orpartly paid-up shares ofany company orcorporation, with orwithout deferred orpreferred or specialrights or restrictions inrespect of dividend,repayment of capital,voting or otherwise, orin debentures ormortgage, debenturesor debenture stock,mortgages, or othersecurities of anycompany orcorporation, or partly inone mode and partly inanother, and generallyon such terms as thecompany maydetermine, and to hold,dispose of any shares,stock or securities soacquired.

interest or capital of anyshares, stock or securitiesof and to subsidise orotherwise assist any suchcompany.

(y) To make donations forpatriotic or for charitablepurposes.

(z) To transact any lawfulbusiness in aid of theRepublic of Singapore inthe prosecution of any warin which the Republic ofSingapore is engaged.

(aa) To establish or promote orconcur in establishing orpromoting any othercompany whose objectsshall include the acquisitionand taking over of all or anyof the assets and liabilitiesof this company or thepromotion of which shall beany manner calculated toadvance directly orindirectly the objects orinterests of this company,and to acquire and hold ordispose of shares, stocksor securities of andguarantee the payment ofthe dividends, interest orcapital of any shares, stockor securities issued by orany other obligations of anysuch company.

(bb) To purchase or otherwiseacquire and undertake allor any part of the business,property, assets, liabilitiesand transactions of anyperson, firm or companycarrying on any businesswhich this company isauthorised to carry on.

(cc) To sell, improve, manage,develop, turn to account,exchange, let on rent,royalty, share of profits orotherwise, grant licences,easements and other rightsin or over, and in any other


20

(x) To enter into anypartnership or joint-purse arrangement orarrangement for sharingprofits, union ofinterests or co-operation with anycompany, firm orperson carrying on orproposing to carry onany business within theobjects of this company,and to acquire andhold, sell, or dispose ofshares, stock orsecurities of any suchcompany, and toguarantee the contractsor liabilities of, or thepayment of thedividends, interest orcapital of any shares,stock or securities ofand to subsidise orotherwise assist anysuch company.

(y) To make donations forpatriotic or forcharitable purposes.

(z) To transact any lawfulbusiness in aid of theRepublic of Singaporein the prosecution ofany war in which theRepublic of Singaporeis engaged.

(aa) To establish or promoteor concur inestablishing orpromoting any othercompany whose objectsshall include theacquisition and takingover of all or any of theassets and liabilities ofthis company or thepromotion of whichshall be any mannercalculated to advancedirectly or indirectly theobjects or interests ofthis company, and toacquire and hold ordispose of shares,

manner deal with ordispose of the undertakingand all or any of theproperty and assets for thetime being of the companyfor such consideration asthe company may think fit.

(dd) To amalgamate with anyother company whoseobjects are or includeobjects similar to those ofthis company, whether bysale or purchase (for fullyor partly paid-up shares orotherwise) of theundertaking, subject to theliabilities of this or any suchother company asaforesaid, with or withoutwinding up, or by sale orpurchase (for fully or partlypaid-up shares orotherwise) of all or acontrolling interest in theshares or stock of this orany such other company asaforesaid, or bypartnership, or anyarrangement of the natureof partnership, or in anyother manner.

(ee) To distribute among themembers in specie anyproperty of the company, orany proceeds of sale ordisposal of any property ofthe company, but so that nodistribution amounting to areduction of capital bemade except with thesanction (if any) for the timebeing required by law.

(ff) To do all or any of theabove things in any part ofthe world, and either asprincipals, agents, trustees,contractors or otherwise,and either alone or inconjunction with others, andeither by or through agents,trustees, sub-contractors orotherwise.


21

stocks or securities ofand guarantee thepayment of thedividends, interest orcapital of any shares,stock or securitiesissued by or any otherobligations of any suchcompany.

(bb) To purchase orotherwise acquire andundertake all or anypart of the business,property, assets,liabilities andtransactions of anyperson, firm orcompany carrying onany business which thiscompany is authorisedto carry on.

(cc) To sell, improve,manage, develop, turnto account, exchange,let on rent, royalty,share of profits orotherwise, grantlicences, easementsand other rights in orover, and in any othermanner deal with ordispose of theundertaking and all orany of the property andassets for the timebeing of the companyfor such considerationas the company maythink fit.

(dd) To amalgamate withany other companywhose objects are orinclude objects similarto those of thiscompany, whether bysale or purchase (forfully or partly paid-upshares or otherwise) ofthe undertaking, subjectto the liabilities of thisor any such othercompany as aforesaid,with or without windingup, or by sale or

(gg) To do all such things as areincidental or conducive tothe above objects or any ofthem.

AND IT IS HEREBY declared thatthe word “company”, save whenused in reference to this companyin this clause shall be deemed toinclude any partnership or otherbody of persons, whetherincorporated or not incorporated,whether domiciled in Singapore orelsewhere. None of the sub-clauses of this clause or theobjects therein specified or thepowers thereby conferred shall bedeemed subsidiary or auxiliarymerely to the objects mentionedin the first sub-clause of thisclause, the intention being thatthe objects specified in each sub-clause of this clause shall, exceptwhere otherwise expressed insuch clause, be independent mainobjects and shall be in no wiselimited or restricted by referenceto or interference from the termsof any other sub-clause or thename of the company, but thecompany shall have full power toexercise all or any of the powersconferred by any part of thisclause in any part of the worldand notwithstanding that thebusiness undertaking, property oract proposed to be transacted,acquired, dealt with or performeddoes not fall within the objects ofthe first sub-clause of this clause.

Subject to the provisions of theCompanies Act, Chapter 50 ofSingapore and any other writtenlaw and the Memorandum ofAssociation and Articles ofAssociation of the Company, theCompany has:

(a) full capacity to carry on orundertake any business oractivity, do any act or enterinto any transaction; and


22

purchase (for fully orpartly paid-up shares orotherwise) of all or acontrolling interest inthe shares or stock ofthis or any such othercompany as aforesaid,or by partnership, orany arrangement of thenature of partnership,or in any other manner.

(ee) To distribute among themembers in specie anyproperty of thecompany, or anyproceeds of sale ordisposal of any propertyof the company, but sothat no distributionamounting to areduction of capital bemade except with thesanction (if any) for thetime being required bylaw.

(ff) To do all or any of theabove things in any partof the world, and eitheras principals, agents,trustees, contractors orotherwise, and eitheralone or in conjunctionwith others, and eitherby or through agents,trustees, sub-contractors orotherwise.

(gg) To do all such things asare incidental orconducive to the aboveobjects or any of them.

AND IT IS HEREBY declaredthat the word “company”, savewhen used in reference to thiscompany in this clause shallbe deemed to include anypartnership or other body ofpersons, whetherincorporated or notincorporated, whetherdomiciled in Singapore orelsewhere. None of the sub-clauses of this clause or theobjects therein specified or

(b) for the purposes ofparagraph (a) above, fullrights, powers andprivileges.


2. Clause 5 of the Memorandum

The share capital of thecompany is $10,000,000/-divided into 400,000,000shares of $0.025 each. Theshares in the original or anyincreased capital may bedivided into several classes,and there may be attachedthereto respectively anypreferential, deferred or otherspecial rights, privileges,conditions or restrictions as todividends, capital, voting orotherwise.


The share capital of the companyis $10,000,000/- divided into400,000,000 shares of $0.025each. The shares in the original orany increased capital may bedivided into several classes, andthere may be attached theretorespectively any preferential,deferred or other special rights,privileges, conditions orrestrictions as to dividends,capital, voting or otherwise.

The share capital of the Companyis in Singapore Dollars. TheCompany shall have power toincrease or reduce its capital, toconsolidate or sub-divide theshares forming its original sharecapital and to divide such sharesinto several classes with anypreferential, deferred, qualified,special or other rights, privileges,conditions or restrictions as todividends, capital, voting orotherwise attached to them asmay be determined by, or inaccordance with, the articles ofassociation for the time being ofthe Company.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts ofauthorised capitaland nominal or parvalue.

23

the powers thereby conferredshall be deemed subsidiary orauxiliary merely to the objectsmentioned in the first sub-clause of this clause, theintention being that theobjects specified in each sub-clause of this clause shall,except where otherwiseexpressed in such clause, beindependent main objects andshall be in no wise limited orrestricted by reference to orinterference from the terms ofany other sub-clause or thename of the company, but thecompany shall have full powerto exercise all or any of thepowers conferred by any partof this clause in any part ofthe world and notwithstandingthat the business undertaking,property or act proposed tobe transacted, acquired, dealtwith or performed does not fallwithin the objects of the firstsub-clause of this clause.

The details of the Proposed Amendments to the Articles be amended as follows:

In this Appendix, the following definitions (to be proposed to be amended at this EGM) shall applythroughout except where the context otherwise requires or it is otherwise stated:

“Act” : means the Companies Act, Chapter 50. as may be amended orsupplemented from time to time.

“Listing Rules” : The listing rules of the Stock Exchange as amended from time to time.

“Stock Exchange” : The Singapore Exchange Securities Trading Limited and its successorsand assigns.


1.

2.

Clause 3 of the Articles

The authorised share capital ofthe Company is Singapore Dollars$10,000,000 divided into400,000,000 ordinary shares of$0.025 each.The Company shall not exerciseany right in respect of treasuryshares other than as provided bythe Act. Subject thereto, theCompany may hold or deal withits treasury shares in the mannerauthorised by, or prescribedpursuant to, the Act.

Article 3 is proposedto be deleted in viewof the abolition of theconcept of authorisedcapital pursuant tothe Companies(Amendment) Act2005. A new provisionon treasury shares besubstituted thereto.


The authorised share capitalof the Company is SingaporeDollars $10,000,000 dividedinto 400,000,000 ordinaryshares of $0.025 each.

24

Amendments made tostreamline definitionspursuant to theCompanies(Amendment) Act2005.


Subject to the Statutes, noshares may be issued by theDirectors without the priorapproval of the Company inGeneral Meeting but subjectthereto and to Article 8, andto any special rights attachedto any shares for the timebeing issued, the Directorsmay allot or grant options overor otherwise dispose of thesame to such persons onsuch terms and conditionsand for such considerationand at such time and subjector not to the payment of anypart of the amount thereof incash as the Directors maythink fit, and any shares maybe issued with suchpreferential, deferred, qualifiedor special rights, privileges orconditions as the Directorsmay think fit, and preferenceshares may be issued whichare or at the option of the


Subject to the Statutes, no sharesmay be issued by the Directorswithout the prior approval of theCompany in General Meeting butsubject thereto and to Article 8,and to any special rights attachedto any shares for the time beingissued, the Directors may allot orgrant options over or otherwisedispose of the same to suchpersons on such terms andconditions and for suchconsideration and at such timeand subject or not to the paymentof any part of the amount thereofin cash as the Directors may thinkfit, and any shares may be issuedwith such preferential, deferred,qualified or special rights,privileges or conditions as theDirectors may think fit, andpreference shares may be issuedwhich are or at the option of theCompany are liable to beredeemed, the terms and mannerof redemption being determined


25

Company are liable to beredeemed, the terms andmanner of redemption beingdetermined by the Directors,Provided always that:

(a) no shares shall beissued to transfer acontrolling interest inthe Company withoutthe prior approval of themembers in a GeneralMeeting;

(b) no shares shall beissued at a discountexcept in accordancewith the Statutes;

(c) (subject to any directionto the contrary that maybe given by theCompany in a GeneralMeeting) any issue ofshares for cash tomembers holdingshares of any classshall be offered to suchmembers in proportionas nearly as may be tothe number of shares ofsuch class then held bythem and the provisionsof the second sentenceof Article 8(A) with suchadaptations as arenecessary shall apply;and

(d) the rights attaching toshares of a class otherthan ordinary sharesshall be expressed inthe resolution creatingthe same.

by the Directors, Pprovidedalways that:

(a) subject to the Listing Rules,no shares shall be issuedto transfer a controllinginterest in the Companywithout the prior approval ofthe members in a GeneralMeeting;

(b) no shares shall be issuedat a discount except inaccordance with theStatutes and the ListingRules;

(c) (subject to any direction tothe contrary that may begiven by the Company in aGeneral Meeting) any issueof shares for cash tomembers holding shares ofany class shall be offeredto such members inproportion as nearly asmay be to the number ofshares of such class thenheld by them and theprovisions of the secondsentence of Article 8(A)with such adaptations asare necessary shall apply;and

(d) the rights attaching toshares of a class other thanordinary shares shall beexpressed in the resolutioncreating the same.


3.

4.


Clause 5(A) of the Articles

In the event of The total numberof issued preference shares beingissued, the total nominal value ofissued preference shares shallnot at any time exceed the totalnumber nominal value of theissued ordinary shares. andpPreference shareholders shallhave the same rights as ordinaryshareholders as regards receivingof notices, reports and balancesheets and attending GeneralMeetings of the Company, andpreference shareholders shallalso have the right to vote at anymeeting convened for the purposeof reducing the capital or winding-up or sanctioning a sale of theundertaking of the Company orwhere the proposal to besubmitted to the meeting directlyaffects their rights and privilegesor when the dividend on thepreference shares is more thansix months in arrear.


In the event of preferenceshares being issued, the totalnominal value of issuedpreference shares shall not atany time exceed the totalnominal value of the issuedordinary shares andpreference shareholders shallhave the same rights asordinary shareholders asregards receiving of notices,reports and balance sheetsand attending GeneralMeetings of the Company,and preference shareholdersshall also have the right tovote at any meeting convenedfor the purpose of reducingthe capital or winding-up orsanctioning a sale of theundertaking of the Companyor where the proposal to besubmitted to the meetingdirectly affects their rights andprivileges or when thedividend on the preferenceshares is more than sixmonths in arrear.

26


(A) Whenever the sharecapital of the Company isdivided into different classesof shares, the special rightsattached to any class may,subject to the provisions ofthe Statutes, be varied orabrogated either with theconsent in writing of theholders of three-quarters innominal value of the issuedshares of the class or with thesanction of a SpecialResolution passed at aseparate General Meeting ofthe holders of the shares ofthe class (but not otherwise)and may be so varied orabrogated either whilst theCompany is a going concernor during or in contemplationof a winding-up. To every suchseparate General Meeting, allthe provisions of thesepresents relating to General


(A) Whenever the share capital ofthe Company is divided intodifferent classes of shares, thespecial rights attached to anyclass may, subject to theprovisions of the Statutes, bevaried or abrogated either with theconsent in writing of the holdersof three-quarters of the totalnumber in nominal value of theissued shares of the class or withthe sanction of a SpecialResolution passed at a separateGeneral Meeting of the holders ofthe shares of the class (but nototherwise) and may be so variedor abrogated either whilst theCompany is a going concern orduring or in contemplation of awinding-up. To every suchseparate General Meeting, all theprovisions of these presentsrelating to General Meetings ofthe Company and to theproceedings thereat shall mutatis



5. Clause 7 of the Articles

The Company may from timeto time by OrdinaryResolution increase its capitalby such sum to be dividedinto shares of such amountsas the resolution shallprescribe.


The Company may from time totime by Ordinary Resolutionincrease its capital by such sumto be divided into shares of suchamounts as the resolution shallprescribe the allotment and issueof new shares.


27

Meetings of the Company andto the proceedings thereatshall mutatis mutandis apply,except that the necessaryquorum shall be two personsat least holding orrepresenting by proxy at leastone-third in nominal value ofthe issued shares of the classand that any holder of sharesof the class present in personor by proxy may demand apoll and that every suchholder shall on a poll haveone vote for every share ofthe class held by him,Provided always that wherethe necessary majority forsuch a Special Resolution isnot obtained at such GeneralMeeting, consent in writing ifobtained from the holders ofthree-quarters in nominalvalue of the issued shares ofthe class concerned withintwo months of such GeneralMeeting shall be as valid andeffectual as a SpecialResolution carried at suchGeneral Meeting. Theforegoing provisions of thisArticle shall apply to thevariation or abrogation of thespecial rights attached tosome only of the shares ofany class as if each group ofshares of the class differentlytreated formed a separateclass the special rightswhereof are to be varied.

mutandis apply, except that thenecessary quorum shall be twopersons at least holding orrepresenting by proxy at leastone-third of the total number innominal value of the issuedshares of the class and that anyholder of shares of the classpresent in person or by proxy maydemand a poll and that everysuch holder shall on a poll haveone vote for every share of theclass held by him, Pprovidedalways that where the necessarymajority for such a SpecialResolution is not obtained at suchGeneral Meeting, consent inwriting if obtained from theholders of three-quarters of thetotal number in nominal value ofthe issued shares of the classconcerned within two months ofsuch General Meeting shall be asvalid and effectual as a SpecialResolution carried at suchGeneral Meeting. The foregoingprovisions of this Article shallapply to the variation orabrogation of the special rightsattached to some only of theshares of any class as if eachgroup of shares of the classdifferently treated formed aseparate class the special rightswhereof are to be varied.


6.

7.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value anddiscount.


Subject to any direction to thecontrary that may be given by theCompany in a General Meeting orexcept as permitted under theSingapore Exchange SecuritiesTrading Limited listing rulesListingRules, all new shares shall,before issue, be offered to suchpersons who as at the date of theoffer are entitled to receivenotices from the Company ofgeneral meetings in proportion, asfar as the circumstances admit, tothe amount number of the existingshares to which they are entitled.The offer shall be made by noticespecifying the number of sharesoffered, and limiting a time withinwhich the offer, if not accepted,will be deemed to be declined,and, after the expiration of thattime, or on the receipt of anintimation from the person towhom the offer is made that hedeclines to accept the sharesoffered, the Directors may disposeof those shares in such manneras they think most beneficial tothe Company. The Directors maylikewise so dispose of any newshares which (by reason of theratio which the new shares bearto shares held by persons entitledto an offer of new shares) cannot,in the opinion of the Directors, beconveniently offered under thisArticle 8(A).


Subject to any direction to thecontrary that may be given bythe Company in a GeneralMeeting or except aspermitted under theSingapore ExchangeSecurities Trading Limitedlisting rules, all new sharesshall, before issue, be offeredto such persons who as at thedate of the offer are entitled toreceive notices from theCompany of general meetingsin proportion, as far as thecircumstances admit, to theamount of the existing sharesto which they are entitled. Theoffer shall be made by noticespecifying the number ofshares offered, and limiting atime within which the offer, ifnot accepted, will be deemedto be declined, and, after theexpiration of that time, or onthe receipt of an intimationfrom the person to whom theoffer is made that he declinesto accept the shares offered,the Directors may dispose ofthose shares in such manneras they think most beneficialto the Company. The Directorsmay likewise so dispose ofany new shares which (byreason of the ratio which thenew shares bear to sharesheld by persons entitled to anoffer of new shares) cannot, inthe opinion of the Directors,be conveniently offered underthis Article 8(A).

28


The Company may by OrdinaryResolution and in accordancewith the applicable Listing Rules:

(a) consolidate and divide all orany of its shares capital intoshares of larger amountthan its existing shares;

(b) cancel any shares which, atthe date of the passing ofthe resolution, have not

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005.


The Company may byOrdinary Resolution:

(a) consolidate and divideall or any of its sharecapital into shares oflarger amount than itsexisting shares;

(b) cancel any shareswhich, at the date ofthe passing of the


8.

29

resolution, have notbeen taken or agreed tobe taken, by anyperson and diminish theamount of its capital bythe amount of theshares so cancelled;

(c) sub-divide its shares, orany of them, intoshares of smalleramount than is fixed bythe Memorandum ofAssociation (subject,nevertheless, to theprovisions of theStatutes), and so thatthe resolution wherebyany share is sub-divided may determinethat, as between theholders of the sharesresulting from suchsub-division, one ormore of the sharesmay, as compared withthe others, have anysuch preferred, deferredor other special rights,or be subject to anysuch restrictions, as theCompany has power toattach to unissued ornew shares; or

(d) subject to theprovisions of theStatutes, convert anyclass of shares into anyother class of shares.

been taken or agreed to betaken, by any person anddiminish the amount of itscapital by the amount of theshares so cancelled;

(cb) sub-divide its shares, orany of them, into shares ofsmaller amount than isfixed by the Memorandumof Association (subject,nevertheless, to theprovisions of the Statutes),and so that the resolutionwhereby any share is sub-divided may determine that,as between the holders ofthe shares resulting fromsuch sub-division, one ormore of the shares may, ascompared with to theothers, have any suchpreferred, deferred or otherspecial rights, or be subjectto any such restrictions, asthe Company has power toattach to unissued or newshares; and

(c) subject to the provisions ofthese Articles and theStatutes, convert any classof shares into any otherclass of shares.


(A) The Company may reduce itsshare capital or any capitalredemption reserve fund, sharepremium account or otherundistributable reserve in anymanner and with and subject toany incident authorised andconsent required by law. Withoutprejudice to the aforegoing, uponcancellation of any sharespurchased or otherwise acquiredby the Company pursuant tothese Articles, the number ofissued shares of the Companyshall be diminished by the number

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 providing, interalia, that any amountstanding to the creditof a company’s sharepremium account andcapital redemptionreserve now becomespart of its sharecapital.


(A) The Company may reduceits share capital or any capitalredemption reserve fund,share premium account orother undistributable reservein any manner and with andsubject to any incidentauthorised and consentrequired by law.

(B) Subject to and inaccordance with theprovisions of the Act, theCompany may authorise theDirectors in General Meeting


30

of the share so cancelled and,where any such cancelled sharewas purchased or acquired out ofthe capital of the Company, theamount of the share capital of theCompany shall be reducedaccordingly.

(B) Subject to and in accordancewith the provisions of the Act,tThe Company may, subject toand in accordance with theStatutes and any applicableListing Rules, authorise theDirectors in General Meeting topurchase or otherwise acquireordinary shares issued by it onsuch terms and in such manneras the Company may from time totime think fit. If required by theStatutes, any share that is sopurchased or acquired by theCompany shall, unless held intreasury in accordance with theStatutes, be deemed to becancelled immediately onpurchase or acquisition. On thecancellation of a share asaforesaid, the rights andprivileges attached to that shareshall expire. In any other instance,the Company may hold or dealwith any such share which is sopurchased or acquired by it insuch manner as may bepermitted, and in accordancewith, the Statutes and anyapplicable Listing Rules. and inthe manner prescribed by the Act.All shares purchased by theCompany shall be cancelled. Theamount of the Company’s issuedshare capital which is diminishedon cancellation of the sharespurchased shall be transferred tothe Company’s capital redemptionreserve.

(C) Anything done in pursuance ofthis Article shall be done inmanner provided and, subject toany conditions imposed by theStatutes or so far as they shall notbe applicable, in accordance withthe terms of the resolutionauthorising the same or, so far assuch resolution shall not beapplicable, in such manner as theDirectors deem most expedient.

to purchase or otherwiseacquire ordinary sharesissued by it on such terms asthe Company may think fitand in the manner prescribedby the Act. All sharespurchased by the Companyshall be cancelled. Theamount of the Company’sissued share capital which isdiminished on cancellation ofthe shares purchased shall betransferred to the Company’scapital redemption reserve.


9.

10.

The amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 repealingSection 67 of theCompanies Act underwhich companieswere restricted in thepayment ofcommissions.


The Company may paycommissions or brokerage on anyissue of shares at such rate oramount and in such manner asthe Directors may deemfit.exercise the powers of payingcommissions conferred by theStatutes to the full extent therebypermitted Provided that the rateor amount of the commissionspaid or agreed to be paid shall bedisclosed in the manner requiredby the Statutes. Suchcommissions or brokerage maybe satisfied by the payment ofcash or the allotment of fully orpartly paid shares of theCompany, or partly in one wayand partly in the other. TheCompany may also on any issueof shares pay such brokerage asmay be lawful.


The Company may exercisethe powers of payingcommissions conferred by theStatutes to the full extentthereby permitted Providedthat the rate or amount of thecommissions paid or agreedto be paid shall be disclosedin the manner required by theStatutes. Such commissionsmay be satisfied by thepayment of cash or allotmentof fully or partly paid sharesor partly in one way and partlyin the other. The Companymay also on any issue ofshares pay such brokerage asmay be lawful.

31


Subject to the provisions ofthe Statutes, if any sharecertificates shall be defaced,worn-out, destroyed, lost orstolen, it may be renewed onsuch evidence beingproduced and a letter ofindemnity (if required) beinggiven by the shareholder,transferee, person entitled,purchaser, member firm ormember company of anyStock Exchange upon whichthe Company is listed or onbehalf of its or their client orclients as the Directors of theCompany shall require, and(in case of defacement orwearing out) on delivery up ofthe old certificate and in anycase on payment of such sumnot exceeding $1 as theDirectors may from time totime require together with theamount of the proper dutywith which such sharecertificate is chargeable underany law for the time being inforce relating to stamps. In thecase of destruction, loss ortheft, a shareholder or person


Subject to the provisions of theStatutes, if any share certificatesshall be defaced, worn-out,destroyed, lost or stolen, it maybe renewed on such evidencebeing produced and a letter ofindemnity (if required) being givenby the shareholder, transferee,person entitled, purchaser,member firm or member companyof any Stock Exchange uponwhich the Company is listed or onbehalf of its or their client orclients as the Directors of theCompany shall require, and (incase of defacement or wearingout) on delivery up of the oldcertificate and in any case onpayment of such sum notexceeding $12 as the Directorsmay from time to time requiretogether with the amount of theproper duty with which such sharecertificate is chargeable underany law for the time being in forcerelating to stamps. In the case ofdestruction, loss or theft, ashareholder or person entitled towhom such renewed certificate isgiven shall also bear the loss andpay to the Company all expenses

This amendment ismade in view ofparagraph 1(f) ofAppendix 4C of theCatalist Rules.


11.

12. This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value andshare premium.


Any sum (whether on account ofthe nominal value of the share orby way of premium) which by theterms of issue of a sharebecomes payable upon allotmentor at any fixed date shall for allthe purposes of these presents bedeemed to be a call duly madeand payable on the date on whichby the terms of issue the samebecomes payable. In case of non-payment, all the relevantprovisions of these presents as topayment of interest andexpenses, forfeiture or otherwiseshall apply as if such sum hadbecome payable by virtue of a callduly made and notified.


Any sum (whether on accountof the nominal value of theshare or by way of premium)which by the terms of issue ofa share becomes payableupon allotment or at any fixeddate shall for all the purposesof these presents be deemedto be a call duly made andpayable on the date on whichby the terms of issue thesame becomes payable. Incase of non-payment, all therelevant provisions of thesepresents as to payment ofinterest and expenses,forfeiture or otherwise shallapply as if such sum hadbecome payable by virtue of acall duly made and notified.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value andshare premium.


The Directors may from time totime make calls upon themembers in respect of anymoneys unpaid on their shares(whether on account of thenominal value of the shares or,when permitted, by way ofpremium) but subject always tothe terms of issue of such shares.A call shall be deemed to havebeen made at the time when theresolution of the Directorsauthorising the call was passedand may be made payable byinstalments.


The Directors may from timeto time make calls upon themembers in respect of anymoneys unpaid on theirshares (whether on account ofthe nominal value of theshares or, when permitted, byway of premium) but subjectalways to the terms of issueof such shares. A call shall bedeemed to have been madeat the time when theresolution of the Directorsauthorising the call waspassed and may be madepayable by instalments.

32

incidental to the investigations bythe Company of the evidence ofsuch destruction or loss.

entitled to whom suchrenewed certificate is givenshall also bear the loss andpay to the Company allexpenses incidental to theinvestigations by theCompany of the evidence ofsuch destruction or loss.


13.

14. The amendments aremade to streamlinethe use of definedterms and theprovision.


All transfers of the legal title inshares may be effected by theregistered holders thereof bytransfer in writing in the form forthe time being approved by anyStock Exchange upon which theCompany may be listed or anyother form acceptable to theDirectors. The instrument oftransfer of any share shall besigned by or on behalf of both thetransferor and the transferee andbe witnessed Pprovided that aninstrument of transfer in respect ofwhich the transferee is theDepository (or its nominee) shallbe effective although not signedor witnessed by or on behalf ofthe Depository (or its nominee).The transferor shall remain theholder of the shares concerneduntil the name of the transferee isentered in the Register ofMembers in respect thereof.


All transfers of the legal title inshares may be effected by theregistered holders thereof bytransfer in writing in the formfor the time being approved byany Stock Exchange uponwhich the Company may belisted or any other formacceptable to the Directors.The instrument of transfer ofany share shall be signed byor on behalf of both thetransferor and the transfereeand be witnessed Providedthat an instrument of transferin respect of which thetransferee is the Depositoryshall be effective although notsigned or witnessed by or onbehalf of the Depository. Thetransferor shall remain theholder of the sharesconcerned until the name ofthe transferee is entered inthe Register of Members inrespect thereof.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value andshare premium.


The Directors may, if they think fit,receive from any member willingto advance the same all or anypart of the moneys (whether onaccount of the nominal value ofthe shares or by way of premium)uncalled and unpaid upon theshares held by him and suchpayment in advance of calls shallextinguish pro tanto the liabilityupon the shares in respect ofwhich it is made and upon themoneys so received (until and tothe extent that the same wouldbut for such advance becomepayable) the Company may payinterest at such rate (notexceeding eight per cent. perannum) as the member payingsuch sum and the Directors mayagree. Capital paid on shares inadvance of calls shall not, whilecarrying interest, confer a right toparticipate in profits.


The Directors may, if theythink fit, receive from anymember willing to advancethe same all or any part of themoneys (whether on accountof the nominal value of theshares or by way of premium)uncalled and unpaid upon theshares held by him and suchpayment in advance of callsshall extinguish pro tanto theliability upon the shares inrespect of which it is madeand upon the moneys soreceived (until and to theextent that the same wouldbut for such advance becomepayable) the Company maypay interest at such rate (notexceeding eight per cent. perannum) as the memberpaying such sum and theDirectors may agree. Capitalpaid on shares in advance ofcalls shall not, while carryinginterest, confer a right toparticipate in profits.

33


15.

16.

17. This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value.


The holders of stock shall,according to the amount numberof stock held by them, have thesame rights, privileges andadvantages as regards dividend,return of capital, voting and othermatters, as if they held the sharesfrom which the stock arose, butno such privilege or advantage(except as regards participation inthe profits or assets of theCompany) shall be conferred byany such number an amount ofstock which would not, if existingin shares, have conferred suchprivilege or advantage; and nosuch conversion shall affect orprejudice any preference or otherspecial privileges attached to theshares so converted.


The holders of stock shall,according to the amount ofstock held by them, have thesame rights, privileges andadvantages as regardsdividend, return of capital,voting and other matters, as ifthey held the shares fromwhich the stock arose, but nosuch privilege or advantage(except as regardsparticipation in the profits orassets of the Company) shallbe conferred by an amount ofstock which would not, ifexisting in shares, haveconferred such privilege oradvantage; and no suchconversion shall affect orprejudice any preference orother special privilegesattached to the shares soconverted.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value.


The holders of stock may transferthe same or any part thereof inthe same manner and subject tothe same Articles and subject towhich the shares from which thestock arose might previously toconversion have been transferred(or as near thereto ascircumstances admit) but no stockshall be transferable except insuch units (not being greater thanthe nominal amount of the sharesfrom which the stock arose) asthe Directors may from time totime determine.


The holders of stock maytransfer the same or any partthereof in the same mannerand subject to the sameArticles and subject to whichthe shares from which thestock arose might previouslyto conversion have beentransferred (or as near theretoas circumstances admit) butno stock shall be transferableexcept in such units (notbeing greater than thenominal amount of the sharesfrom which the stock arose)as the Directors may fromtime to time determine.

This amendment ismade following thechanges pursuant tothe Companies(Amendment) Act2005 abolishing theconcepts of nominalor par value.


The Company may from time totime by Ordinary Resolutionconvert any paid-up shares intostock and may from time to timeby like resolution reconvert anystock into paid-up shares of anydenomination.


The Company may from timeto time by OrdinaryResolution convert any paid-up shares into stock and mayfrom time to time by likeresolution reconvert any stockinto paid-up shares of anydenomination.

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18.

19.

20. This amendment ismade to align theArticles with the newlisting rules that cameinto effect on 1January 2014requiring listedcompanies to hold alltheir generalmeetings inSingapore unlessprohibited by relevantlaws and regulationsin the jurisdiction oftheir incorporation.


If within thirty minutes from thetime appointed for a GeneralMeeting (or such longer intervalas the chairman of the meetingmay think fit to allow) a quorum isnot present, the meeting, ifconvened on the requisition ofmembers, shall be dissolved. Inany other case, it shall standadjourned to the same day in thenext week (or if that day is apublic holiday, then to the nextbusiness day following that publicholiday) at the same time andplace or such other day, time orplace in Singapore as theDirectors may by not less than tendays’ notice appoint. At theadjourned meeting, any one ormore members present in personor by proxy shall be a quorum.


If within thirty minutes fromthe time appointed for aGeneral Meeting (or suchlonger interval as thechairman of the meeting maythink fit to allow) a quorum isnot present, the meeting, ifconvened on the requisition ofmembers, shall be dissolved.In any other case, it shallstand adjourned to the sameday in the next week (or if thatday is a public holiday, then tothe next business dayfollowing that public holiday)at the same time and place orsuch other day, time or placeas the Directors may by notless than ten days’ noticeappoint. At the adjournedmeeting, any one or moremembers present in person orby proxy shall be a quorum.

This amendment ismade to align theArticles with the newlisting rules that cameinto effect on 1January 2014requiring listedcompanies to hold alltheir generalmeetings inSingapore unlessprohibited by relevantlaws and regulationsin the jurisdiction oftheir incorporation.


Every notice calling a GeneralMeeting shall specify the place inSingapore and the day and hourof the meeting, and there shallappear with reasonableprominence in every notice astatement that a member entitledto attend and vote is entitled toappoint a proxy to attend and voteinstead of him and that a proxyneed not be a member of theCompany.


Every notice calling a GeneralMeeting shall specify theplace and the day and hour ofthe meeting, and there shallappear with reasonableprominence in every notice astatement that a memberentitled to attend and vote isentitled to appoint a proxy toattend and vote instead of himand that a proxy need not bea member of the Company.



Subject to the provisions of theAct, Aan Annual General Meetingshall be held once in every year,at such time (within a period ofnot more than fifteen months afterthe holding of the last precedingAnnual General Meeting) and atsuch place in Singapore as maybe determined by the Directors.All other General Meetings are tobe held at such place inSingapore as the Directors maydetermine and shall be calledExtraordinary General Meetings.


An Annual General Meetingshall be held once in everyyear, at such time (within aperiod of not more than fifteenmonths after the holding ofthe last preceding AnnualGeneral Meeting) and placeas may be determined by theDirectors. All other GeneralMeetings shall be calledExtraordinary GeneralMeetings.

35


21.

22.



The chairman of any GeneralMeeting at which a quorum ispresent may with the consent ofthe meeting (and shall if sodirected by the meeting) adjournthe meeting from time to time (orsine die) and from place to placein Singapore, but no businessshall be transacted at anyadjourned meeting exceptbusiness which might lawfullyhave been transacted at themeeting from which theadjournment took place. Where ameeting is adjourned sine die, thetime and place in Singapore forthe adjourned meeting shall befixed by the Directors. When ameeting is adjourned for thirtydays or more or sine die, not lessthan seven days’ notice of theadjourned meeting shall be givenin like manner as in the case ofthe original meeting.


The chairman of any GeneralMeeting at which a quorum ispresent may with the consentof the meeting (and shall if sodirected by the meeting)adjourn the meeting from timeto time (or sine die) and fromplace to place, but nobusiness shall be transactedat any adjourned meetingexcept business which mightlawfully have been transactedat the meeting from which theadjournment took place.Where a meeting is adjournedsine die, the time and placefor the adjourned meetingshall be fixed by the Directors.When a meeting is adjournedfor thirty days or more or sinedie, not less than seven days’notice of the adjournedmeeting shall be given in likemanner as in the case of theoriginal meeting.

36


At any General Meeting, aresolution put to the vote ofthe meeting shall be decidedon a show of hands unless apoll is (before or on thedeclaration of the result of theshow of hands) demanded by:

(a) the chairman of themeeting; or

(b) not less than twomembers present inperson or by proxy andentitled to vote; or

(c) a member present inperson or by proxy andrepresenting not lessthan one-tenth of thetotal voting rights of allthe members havingthe right to vote at themeeting; or

(d) a member present inperson or by proxy andholding shares in the


(A) If required by the ListingRules, all resolutions at anyGeneral Meeting shall bevoted by poll (unless suchrequirement is waived bythe Monetary Authority ofSingapore).

(B) Subject to Article 61(A), Aatany General Meeting, aresolution put to the vote ofthe meeting shall bedecided on a show ofhands unless a poll is(before or on thedeclaration of the result ofthe show of hands)demanded by:

(a) the chairman of themeeting; or

(b) not less than twomembers present inperson or by proxyand entitled to vote;or

This amendment ismade to align theArticles with the newlisting rules that willcome into effect on 1August 2015 requiringall resolutions atgeneral meetings oflisted companies tobe voted by poll.


23.

37

Company conferring aright to vote at themeeting and beingshares on which anaggregate sum hasbeen paid up equal tonot less than one-tenthof the total sum paid onall the sharesconferring that right.

Provided always that no pollshall be demanded on thechoice of a chairman or on aquestion of adjournment.

(c) a member present inperson or by proxyand representing notless than one-tenthfive (5) percentof the total votingrights of all themembers having theright to vote at themeeting; or

(d) a member present inperson or by proxyand holding shares inthe Companyconferring a right tovote at the meetingand being shares onwhich an aggregatesum has been paidup equal to not lessthan one-tenth five(5) percent of thetotal sum paid on allthe shares conferringthat right.

Provided always that no poll shallbe demanded on the choice of achairman or on a question ofadjournment.


A demand for a poll may bewithdrawn only with theapproval of the meeting.Unless a poll is required, adeclaration by the chairman ofthe meeting that a resolutionhas been carried, or carriedunanimously, or by aparticular majority, or lost, andan entry to that effect in theminute book, shall beconclusive evidence of thatfact without proof of thenumber or proportion of thevotes recorded for or againstsuch resolution. If a poll isrequired, it shall be taken insuch manner (including theuse of ballot or voting papersor tickets) as the chairman ofthe meeting may direct, andthe result of the poll shall bedeemed to be the resolutionof the meeting at which the


A demand for a poll madepursuant to Article 61(B) may bewithdrawn only with the approvalof the meeting. Unless a poll isrequired, a declaration by thechairman of the meeting that aresolution has been carried, orcarried unanimously, or by aparticular majority, or lost, and anentry to that effect in the minutebook, shall be conclusiveevidence of that fact without proofof the number or proportion of thevotes recorded for or against suchresolution. If a poll is required, itshall be taken in such manner(including the use of ballot orvoting papers or tickets) as thechairman of the meeting maydirect, and the result of the pollshall be deemed to be theresolution of the meeting at whichthe poll was takendemanded. Thechairman of the meeting may

This amendment ismade to align theArticles with:

(a) the new listingrules that cameinto effect on 1January 2014requiring listedcompanies tohold all theirgeneral meetingsin Singaporeunless prohibitedby relevantlaws andregulations inthe jurisdictionof theirincorporation;and


24.

25.

26.


A poll demanded on anyquestion shall be taken eitherimmediately or at suchsubsequent time (not beingmore than thirty days from thedate of the meeting) andplace as the chairman maydirect. No notice need begiven of a poll not takenimmediately. The demand fora poll shall not prevent thecontinuance of the meeting forthe transaction of anybusiness other than thequestion on which the poll hasbeen demanded.


A poll on the choice of a chairmanor on a question of adjournmentshall be taken immediately. A polltaken demanded on any otherquestion shall be taken eitherimmediately or at suchsubsequent time (not being morethan thirty days from the date ofthe meeting) and place inSingapore as the chairman maydirect. No notice need be given ofa poll not taken immediately. Thedemand for a poll made pursuantto Article 61(B) shall not preventthe continuance of the meeting forthe transaction of any businessother than the question on whichthe poll has been demanded.



In the case of an equality ofvotes, whether on a show ofhands or on a poll, thechairman of the meeting atwhich the show of handstakes place or at which thepoll is demanded shall beentitled to a casting vote.


In the case of an equality ofvotes, whether on a show ofhands or on a poll, the chairmanof the meeting at which the showof hands takes place or at whichthe poll is taken demanded shallbe entitled to a casting vote.


38

poll was demanded. Thechairman of the meeting may(and if so directed by themeeting shall) appointscrutineers and may adjournthe meeting to some placeand time fixed by him for thepurpose of declaring theresult of the poll.

(and, if required by the ListingRules or if so directed by themeeting shall) appoint scrutineersand may adjourn the meeting tosome place in Singapore and timefixed by him for the purpose ofdeclaring the result of the poll.


A member may appoint notmore than two proxies toattend and vote at the sameGeneral Meeting Providedthat if the member is aDepositor, the Company shallbe entitled and bound:

(a) to reject any instrumentof proxy lodged if theDepositor is not shownto have any sharesentered against his


Subject to the Statutes, aAmember may appoint not morethan two proxies to attend andvote at the same General MeetingPprovided that if the member is aDepositor, the Company shall beentitled and bound:

(a) to reject any instrument ofproxy lodged if theDepositor is not shown tohave any shares enteredagainst his name in the

This amendment ismade in view of thenew provisionsrelating to the Actwhich will come intoeffect in the firstquarter of 2016.

(b) the new listingrules that willcome intoeffect on 1August 2015requiring allresolutions atgeneral meetingsof listedcompanies tobe voted bypoll.


27.

39

name in the DepositoryRegister as at forty-eight hours before thetime of the relevantGeneral Meeting ascertified by theDepository to theCompany; and

(b) to accept as themaximum number ofvotes which inaggregate the proxy orproxies appointed bythe Depositor is or areable to cast on a poll anumber which is thenumber of sharesentered against thename of that Depositorin the DepositoryRegister as at forty-eight hours before thetime of the relevantGeneral Meeting ascertified by theDepository to theCompany, whether thatnumber is greater orsmaller than thenumber specified in anyinstrument of proxyexecuted by or onbehalf of that Depositor.

Depository Register as atforty-eight hours before thetime of the relevant GeneralMeeting as certified by theDepository to theCompany; and

(b) to accept as the maximumnumber of votes which inaggregate the proxy orproxies appointed by theDepositor is or are able tocast on a poll a numberwhich is the number ofshares entered against thename of that Depositor inthe Depository Register asat forty-eight hours beforethe time of the relevantGeneral Meeting ascertified by the Depositoryto the Company, whetherthat number is greater orsmaller than the numberspecified in any instrumentof proxy executed by or onbehalf of that Depositor.


An instrument appointing aproxy must be left at suchplace or one of such places (ifany) as may be specified forthat purpose in or by way ofnote to or in any documentaccompanying the noticeconvening the meeting (or, ifno place is so specified, at theOffice) not less than forty-eight hours before the timeappointed for the holding ofthe meeting or adjournedmeeting or (in the case of apoll taken otherwise than at oron the same day as themeeting or adjournedmeeting) for the taking of thepoll at which it is to be used,and in default shall not betreated as valid. The


An instrument appointing a proxymust be left at such place or oneof such places (if any) as may bespecified for that purpose in or byway of note to or in any documentaccompanying the noticeconvening the meeting (or, if noplace is so specified, at theOffice) not less than forty-eighthours, or such longer period aspermitted by the Act, before thetime appointed for the holding ofthe meeting or adjourned meetingor (in the case of a poll takenotherwise than at or on the sameday as the meeting or adjournedmeeting) for the taking of the pollat which it is to be used, and indefault shall not be treated asvalid. The instrument shall, unlessthe contrary is stated thereon, be

This amendment ismade in view ofPractice Note 7E ofthe Catalist Rules.Paragraph 3.3 of thePractice Note 7E ofthe Catalist Rules,which takes effectfrom 1 January 2014,recommends that,where a shareholdersubmits a proxy formand subsequentlyattends the meetingin person and votes,the appointment ofthe proxy should berevoked.


28.

29. Clause 77 of the Articles

Subject as hereinafterprovided, the Directors, all ofwhom shall be naturalpersons, shall not be lessthan two nor more than twelvein number. The Company mayby Ordinary Resolution fromtime to time vary the minimumand/or maximum number ofDirectors. The first Directors ofthe Company were MichaelTay Kwang How and FlorenceTay Mui Sim.


Subject as hereinafter provided,the Directors, all of whom shall benatural persons, shall not be lessthan two nor more than twelve innumber. Subject to the Statutesand Listing Rules, Tthe Companymay by Ordinary Resolution fromtime to time vary the minimumand/or maximum number ofDirectors. The first Directors of theCompany were Michael TayKwang How and Florence Tay MuiSim.

This amendment is toremove the maximumlimit on the number ofDirectors that may beappointed to theBoard which will givethe Company greaterflexibility indetermining theBoard size andcomposition. This isto ensure anappropriate balanceand diversity of skills,experience andknowledge of theCompany in theBoard so as topromote effectivegovernance andstewardship.



An instrument appointing a proxyshall be deemed to include theright to vote ondemand or join indemanding a poll, to move anyresolution or amendment theretoand to speak at the meeting.


An instrument appointing aproxy shall be deemed toinclude the right to demand orjoin in demanding a poll, tomove any resolution oramendment thereto and tospeak at the meeting.

40

instrument shall, unless thecontrary is stated thereon, bevalid as well for anyadjournment of the meetingas for the meeting to which itrelates; Provided that aninstrument of proxy relating tomore than one meeting(including any adjournmentthereof) having once been sodelivered for the purposes ofany meeting shall not berequired again to be deliveredfor the purposes of anysubsequent meeting to whichit relates.

valid as well for any adjournmentof the meeting as for the meetingto which it relates; Pprovided thatan instrument of proxy relating tomore than one meeting (includingany adjournment thereof) havingonce been so delivered for thepurposes of any meeting shall notbe required again to be deliveredfor the purposes of anysubsequent meeting to which itrelates. The deposit of aninstrument appointing a proxydoes not preclude a memberconcerned from attending andvoting in person at the meeting,as well as for any adjournment ofthe meeting to which it relates. Insuch an event, the appointment ofthe proxy or proxies is deemed tobe revoked by the memberconcerned at the point when themember attends the meeting.


30. This amendment ismade in view ofparagraph 9(m) ofAppendix 4C of theCatalist Rules.


The office of a Director shall bevacated in any of the followingevents, namely:

(a) if he shall becomeprohibited by law fromacting as a Director; or

(b) if (not being a Directorholding any executive officefor a fixed term) he shallresign by writing under hishand left at the Office or ifhe shall in writing offer toresign and the Directorsshall resolve to accept suchoffer; or

(c) if he becomes a bankruptor shall compound with hiscreditors generally; or

(d) if he becomes of unsoundmind or if in Singapore orelsewhere, an order shallbe made by any courtclaiming jurisdiction in thatbehalf on the ground(however formulated) ofmental disorder for hisdetention or for theappointment of a guardianor for the appointment of areceiver or other person (bywhatever name called) toexercise powers withrespect to his property oraffairs; or

(e) if he is removed by theCompany in a GeneralMeeting pursuant to thesepresents.; or

(f) if he is disqualified fromacting as a director in anyjurisdiction for reasonsother than on technicalgrounds (in which case,and without derogatingfrom the aforesaid, he mustimmediately resign from theBoard).


The office of a Director shallbe vacated in any of thefollowing events, namely:

(a) if he shall becomeprohibited by law fromacting as a Director; or

(b) if (not being a Directorholding any executiveoffice for a fixed term)he shall resign bywriting under his handleft at the Office or if heshall in writing offer toresign and the Directorsshall resolve to acceptsuch offer; or

(c) if he becomes abankrupt or shallcompound with hiscreditors generally; or

(d) if he becomes ofunsound mind or if inSingapore orelsewhere, an ordershall be made by anycourt claimingjurisdiction in thatbehalf on the ground(however formulated) ofmental disorder for hisdetention or for theappointment of aguardian or for theappointment of areceiver or other person(by whatever namecalled) to exercisepowers with respect tohis property or affairs;or

(e) if he is removed by theCompany in a GeneralMeeting pursuant tothese presents.

41


31. This amendment is toprovide Companywith more flexibility inrelation to the modeof communication ofnotice to Directorswhere the Director isabsent fromSingapore.


Subject to the provisions of thesepresents, the Directors may meettogether for the despatch ofbusiness, adjourn and otherwiseregulate their meetings as theythink fit. At any time, any Directormay, and the Secretary on therequisition of a Director shall,summon a meeting of theDirectors. Notice of a meeting ofDirectors shall be given to each ofthe Directors in writing at leasttwo days prior to the day of themeeting. The period of noticeshall be exclusive of the day onwhich it is served or deemed tobe served and the day on whichthe meeting is to be held. Wherethe Director is absent fromSingapore, such notice may begiven, sent or served usingelectronic communications to thatperson or by telefax or telex, to atelefax number, or telex numberas the case may be, given by thatabsent Director to the Secretary.Any Director may waive notice ofany meeting and any such waivermay be retroactive and for thispurpose, the presence of aDirector at the meeting shall bedeemed to constitute a waiver onhis part. A Director mayparticipate at a meeting ofDirectors by telephone conferenceor by means of a similarcommunication equipmentwhereby all persons participatingin the meeting are able to heareach other, without a Directorbeing in the physical presence ofanother Director or Directors inwhich event such Director shall bedeemed to be present at themeeting. A Director participatingin a meeting in the manneraforesaid may also be taken intoaccount in ascertaining thepresence of a quorum at themeeting.


Subject to the provisions ofthese presents, the Directorsmay meet together for thedespatch of business, adjournand otherwise regulate theirmeetings as they think fit. Atany time, any Director may,and the Secretary on therequisition of a Director shall,summon a meeting of theDirectors. Notice of a meetingof Directors shall be given toeach of the Directors inwriting at least two days priorto the day of the meeting. Theperiod of notice shall beexclusive of the day on whichit is served or deemed to beserved and the day on whichthe meeting is to be held.Where the Director is absentfrom Singapore, such noticemay be given by telefax ortelex, to a telefax number, ortelex number as the case maybe, given by that absentDirector to the Secretary. AnyDirector may waive notice ofany meeting and any suchwaiver may be retroactive andfor this purpose, the presenceof a Director at the meetingshall be deemed to constitutea waiver on his part. ADirector may participate at ameeting of Directors bytelephone conference or bymeans of a similarcommunication equipmentwhereby all personsparticipating in the meetingare able to hear each other,without a Director being in thephysical presence of anotherDirector or Directors in whichevent such Director shall bedeemed to be present at themeeting. A Directorparticipating in a meeting inthe manner aforesaid mayalso be taken into account inascertaining the presence of aquorum at the meeting.

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32.

33.

34.

The amendments aremade (a) to permitthe issue of bonusshares for which noconsideration ispayable, and (b)following the changespursuant to theCompanies(Amendment) Act2005 abolishing theconcepts ofauthorised capitaland share premium.

To delete heading after Article132 and substitute with thefollowing:-

New Heading

BONUS ISSUES ANDCAPITALISATION OF PROFITSAND RESERVES

This amendment is toprovide Companywith more flexibility inrelation to the modeof approval.


A resolution in writing signed bythe majority of Directors, beingnot less than are sufficient to forma quorum, shall be as effective asa resolution duly passed at ameeting of the Directors and mayconsist of several documents inthe like form, each signed by oneor more Directors. Theexpressions “in writing” and“signed” include approval bytelefax, telex, cable, telegram,notification by electronic mail ortelegram any other form ofelectronic communication by anysuch Director.


A resolution in writing signedby the majority of Directors,being not less than aresufficient to form a quorum,shall be as effective as aresolution duly passed at ameeting of the Directors andmay consist of severaldocuments in the like form,each signed by one or moreDirectors. The expressions “inwriting” and “signed” includeapproval by telefax, telex,cable or telegram by any suchDirector.

43


The Directors may, with thesanction of an OrdinaryResolution of the Company,capitalise any sum standing tothe credit of any of theCompany’s reserve accounts(including Share PremiumAccount, Capital RedemptionReserve Fund or otherundistributable reserve) or anysum standing to the credit ofprofit and loss account byappropriating such sum to thepersons registered as holdersof shares in the Register ofMembers or (as the case maybe) in the Depository Registerat the close of business onthe date of the OrdinaryResolution (or such other dateas may be specified therein ordetermined as therein

Clause 133A of the Articles

The Directors may, with thesanction of an OrdinaryResolution of the Company,capitalise any sum standing to thecredit of any of the Company’sreserve accounts (including SharePremium Account, CapitalRedemption Reserve Fund orother undistributable reserve) orany sum standing to the credit ofprofit and loss account byappropriating such sum to thepersons registered as holders ofshares in the Register ofMembers or (as the case may be)in the Depository Register at theclose of business on the date ofthe Ordinary Resolution (or suchother date as may be specifiedtherein or determined as thereinprovided) in proportion to theirthen holdings of shares and



44

provided) in proportion to theirthen holdings of shares andapplying such sum on theirbehalf in paying up in fullunissued shares (or, subjectto any special rightspreviously conferred on anyshares or class of shares forthe time being issued,unissued shares of any otherclass not being redeemableshares) for allotment anddistribution credited as fullypaid up to amongst them asbonus shares in theproportion aforesaid. TheDirectors may do all acts andthings considered necessaryor expedient to give effect toany such capitalisation, withfull power to the Directors tomake such provisions as theythink fit for any fractionalentitlements which wouldarise on the basis aforesaid(including provisions wherebyfractional entitlements aredisregarded or the benefitthereof accrues to theCompany rather than to themembers concerned). TheDirectors may authorise anyperson to enter on behalf ofall the members interestedinto an agreement with theCompany providing for anysuch capitalisation andmatters incidental thereto andany agreement made undersuch authority shall beeffective and binding on allconcerned.

applying such sum on their behalfin paying up in full unissuedshares (or, subject to any specialrights previously conferred on anyshares or class of shares for thetime being issued, unissuedshares of any other class notbeing redeemable shares) forallotment and distribution creditedas fully paid up to amongst themas bonus shares in the proportionaforesaid. The Directors may doall acts and things considerednecessary or expedient to giveeffect to any such capitalisation,with full power to the Directors tomake such provisions as theythink fit for any fractionalentitlements which would arise onthe basis aforesaid (includingprovisions whereby fractionalentitlements are disregarded orthe benefit thereof accrues to theCompany rather than to themembers concerned). TheDirectors may authorise anyperson to enter on behalf of allthe members interested into anagreement with the Companyproviding for any suchcapitalisation and mattersincidental thereto and anyagreement made under suchauthority shall be effective andbinding on all concerned.

(1) The Directors may, with thesanction of an OrdinaryResolution of the Company(including any OrdinaryResolution passed pursuant toArticle 8(B)):-

(a) issue bonus shares forwhich no consideration ispayable to the Company tothe persons registered asholders of shares inRegister of Members or (asthe case may be) in theDepository Register at theclose of business on:

(i) the date of theOrdinary resolution(or such other dateas may be specified


45

therein or determinedas therein provided);or

(ii) (In the case of anOrdinary Resolutionpassed pursuant toArticle 8B) suchother date as may bedetermined by theDirectors,

(b) capitalise any sum standingto the credit of theCompany’s reserve fundsor to the credit of the profitand loss account orotherwise available fordistribution by appropriatingsuch sum to the personsregistered as holders ofshares in the Register ofmembers or (as the casemay be) in the DepositoryRegister at the close ofbusiness on:

(i) the date of theOrdinary resolution(or such other dateas may be specifiedtherein or determinedas therein provided);or

(ii) (In the case of anOrdinary Resolutionpassed pursuant toArticle 8B) suchother date as may bedetermined by theDirectors,

in proportion to their thenholdings of shares andapplying such sum on theirbehalf in paying up in fullnew shares (or, subject toany special rightspreviously conferred on anyshares or class of sharesfor the time being issued,new shares of any otherclass not being redeemableshares) for allotment anddistribution as fully paid upto and amongst them in theproportion aforesaid.


35.

36. The amendments aremade (a) to permitthe issue of bonusshares for which noconsideration ispayable, and (b)following the changespursuant to theCompanies(Amendment) Act2005 abolishing theconcepts ofauthorised capitaland share premium.

New Clause 133C of the Articles

In addition and without prejudiceto the powers provided for byArticles 133A and 133B, theDirectors shall have power toissue shares for which noconsideration is payable and tocapitalise any undivided profits orother moneys of the Company notrequired for the payment orprovision of any dividend on anyshares entitled to cumulative ornon-cumulative preferentialdividends (including profits orother moneys carried andstanding to any reserve orreserves) and to apply suchprofits or other moneys in payingup in full new shares, in eachcase on terms that such sharesshall, upon issue, be held by orfor the benefit of participants ofany share incentive or optionscheme or plan implemented bythe Company and approved byshareholders in General Meetingand on such terms as theDirectors shall think fit.


New Clause 133B of the Articles

The Directors may do all acts andthings considered necessary orexpedient to give effect to anysuch bonus issue and/orcapitalization under Article 133A,with full power to the Directors tomake such provisions as theythink fit for any fractionalentitlements which would arise onthe basis aforesaid (includingprovisions whereby fractionalentitlements are disregarded orthe benefit thereof accrues to theCompany rather than to theMembers concerned), theDirectors may authorise anyperson to enter on behalf of allthe Members interested in anagreement with the Companyproviding for any such bonusissue or capitalization and mattersincidental thereto and anyagreement made under suchauthority shall be effective andbinding on all concerned.

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37.

38.

39.

This amendment ismade to take intoaccount theprovisions of thePersonal DataProtection Act 2012relating to thecollection, use anddisclosure of personaldata.

To insert heading after Article 147with the following

New Heading

PERSONAL DATA

This amendment ismade to reflectSection 201 of theCompanies Act andparagraph 10(a) ofAppendix 4C of theCatalist Rules.


In accordance with the provisionsof the Act, the Directors shallcause to be prepared and to belaid before the Company inGeneral Meeting such profit andloss accounts, balance sheets,group accounts (if any) andreports as may be necessary. Theinterval between the close of afinancial year of the Company andthe issue of accounts relatingthereto shall not exceed four sixmonths.


In accordance with theprovisions of the Act, theDirectors shall cause to beprepared and to be laid beforethe Company in GeneralMeeting such profit and lossaccounts, balance sheets,group accounts (if any) andreports as may be necessary.The interval between theclose of a financial year of theCompany and the issue ofaccounts relating thereto shallnot exceed six months.

47

New Clause 147A of the Articles

(A) A member who is a naturalperson is deemed to haveconsented to the collection,use and disclosure of hispersonal data (whethersuch personal data isprovided by that member oris collected through a thirdparty) by the Company (orits agents or serviceproviders) from time to timefor any of the followingpurposes:

(a) implementation andadministration of anycorporate action bythe Company (or itsagents or serviceproviders);

(b) internal analysisand/or marketresearch by theCompany (or itsagents or serviceproviders);

This amendment ismade to take intoaccount theprovisions of thePersonal DataProtection Act 2012relating to thecollection, use anddisclosure of personaldata.


48

(c) investor relationscommunications bythe Company (or itsagents or serviceproviders);

(d) administration by theCompany (or itsagents or serviceproviders) of thatmember’s holding ofshares in the capitalof the Company;

(e) implementation andadministration of anyservice provided bythe Company (or itsagents or serviceproviders) to itsmembers to receivenotices of meetings,annual reports andother shareholdercommunicationsand/or for proxyappointment,whether by electronicmeans or otherwise;

(f) processing,administration andanalysis by theCompany (or itsagents or serviceproviders) of proxiesand representativesappointed for anyGeneral Meeting(including anyadjournment thereof)and the preparationand compilation ofthe attendance lists,minutes and otherdocuments relating toany General Meeting(including anyadjournment thereof);

(g) implementation andadministration of, andcompliance with, anyprovision of thesepresents;


49

(h) compliance with anyapplicable laws,listing rules, take-over rules,regulations and/orguidelines; and

(i) purposes which arereasonably related toany of the abovepurposes.

(B) Any member who appointsa proxy and/orrepresentative for anyGeneral Meeting and/or anyadjournment thereof isdeemed to have warrantedthat where such memberdiscloses the personal dataof such proxy and/orrepresentative to theCompany (or its agents orservice providers), thatmember has obtained theprior consent of such proxyand/or representative forthe collection, use anddisclosure by the Company(or its agents or serviceproviders) of the personaldata of such proxy and/orrepresentative for thepurposes specified inArticle 147(A)(f), and isdeemed to have agreed toindemnify the Company inrespect of any penalties,liabilities, claims, demands,losses and damages as aresult of such member’sbreach of warranty.



NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of Tung Lok Restaurants(2000) Ltd (the “Company”) will be held at Orchard Parade Hotel, 1 Tanglin Road, Level 2, AnticaBallroom, Singapore 247905 on 30 July 2015 at 11.15 a.m. or immediately after the conclusion of theforthcoming Annual General Meeting which is to be held on the same day at 11 a.m. for the purpose ofconsidering and, if thought fit, passing with or without modifications, the following resolution set outbelow.

All capitalised terms used in this Notice of EGM which are not defined herein shall, unless the contextotherwise requires, have the same meanings ascribed to them in the circular to the Shareholders of theCompany dated 7 July 2015 (“Circular”).

SPECIAL RESOLUTION 1: THE PROPOSED AMENDMENTS TO THE MEMORANDUM OFASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY

THAT:-

(a) the Memorandum of Association and Articles of Association of the Company be and are herebyamended in the manner and to the extent as set out in the Appendix to the Circular; and

(b) the Directors of the Company and each of them be and is hereby authorised to do all such actsand things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/orsubmit any notices, forms and documents with or to the relevant authorities) as they and/or he mayconsider necessary, desirable or expedient to give effect to the Proposed Amendments and/or togive effect to this resolution.

By Order of the Board

Tjioe Ka MenExecutive Chairman

Singapore 7 July 2015

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 toattend and vote in his/her stead. A proxy need not be a member of the Company.

2. The instrument appointing a proxy or proxies must be deposited together with the power of attorney (if any) under which itis signed or a notarially certified or office copy thereof at the registered office of the Company at 1 Sophia Road, #05-03,Peace Centre, Singapore 228149, not less than forty-eight (48) hours before the time for holding the EGM.

3. Where a member appoints more than one proxy, he/she shall specify the proportion of his/her shareholdings to berepresented by each proxy.

4. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either underits Common Seal or under the hand of its attorney or a duly authorised officer.

50

TUNG LOK RESTAURANTS (2000) LTD(Company Registration No. 200005703N) (Incorporated in the Republic of Singapore on 29 June 2000)

EXTRAORDINARY GENERAL MEETINGPROXY FORM(Please refer to notes overleaf before completing this Form)

*I/We (Name) *NRIC/Passport No./Co. Registration No.

of (Address)

being a *member/members of Tung Lok Restaurants (2000) Ltd (the “Company”), hereby appoint

Proportion of ShareholdingsName Address NRIC/Passport

Number No. of Shares %

* and/or

Proportion of ShareholdingsName Address NRIC/Passport

Number No. of Shares %

or failing him/her, the Chairman of the Extraordinary General Meeting (“EGM”), as *my/our *proxy/proxiesto attend and to vote for *me/us on *my/our behalf and, if necessary, to demand a poll at the EGM of theCompany to be held at Orchard Parade Hotel, 1 Tanglin Road, Level 2, Antica Ballroom Singapore247905 on 30 July 2015 at 11.15 a.m. and at any adjournment thereof.

*I/We direct *my/our *proxy/proxies to vote for or against the Special Resolution to be proposed at theEGM as indicated with a “X” in the spaces provided hereunder. If no specified directions as to voting aregiven, the *proxy/proxies will vote or abstain from voting at *his/their discretion.

(Please indicate you vote “For” or “Against” with a [X] within the box provided.)

Special Resolution 1 For Against

The Proposed Amendments to the Memorandum of Association and Articles of Association of the Company

Dated this day of 2015

Signature(s) of Member(s) or Common Seal

* Delete accordingly

IMPORTANT: Please Read Notes for This Proxy Form.

Total No. of Shares in No. of Shares

CDP Register

Register of Members

�

Important:1. For investors who have used their CPF monies to buy the

Company’s shares, this Circular dated 7 July 2015 is sent to themat the request of their CPF Approved Nominees solely FORINFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investors and shall beineffective for all intents and purposes if used or purported to beused by them.

3. CPF investors who wish to attend the Meeting as an observermust submit their requests through their CPF Approved Nomineeswithin the timeframe specified. If they also wish to vote, they mustsubmit their voting instructions to the CPF Approved Nomineeswithin the timeframe specified to enable them to vote on theirbehalf.

NOTES:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the DepositoryRegister (as defined in section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number ofshares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. Ifyou have shares entered against your name in the Depository Register and shares registered in your name in the Registerof Members, you should insert the aggregate number of shares entered against your name in the Depository Register andregistered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxiesshall be deemed to relate to all the shares held by you.

2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint not more than twoproxies to attend and vote on his behalf. Such proxy need not be a member of the Company.

3. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of hisshareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either underits seal or under the hand of a director or an officer or attorney duly authorised.

5. Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the power ofattorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodgedwith the instrument of proxy, failing which the instrument may be treated as invalid.

6. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 1 Sophia Road,#05-03, Peace Centre, Singapore 228149 not less than 48 hours before the time set for holding the EGM. If a shareholdersubmits a proxy form and subsequently attends the meeting in person and votes, the appointments of the proxy should berevoked.

7. A corporation which is a member may authorise by resolution of its directors or other governing body such person as itthinks fit to act as its representative at the EGM, in accordance with section 179 of the Companies Act, Chapter 50 ofSingapore.

GENERAL:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed orillegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified in theinstrument appointing a proxy or proxies. In addition, in the case of a member whose shares are entered in the Depository Register,the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointer, is not shown tohave shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the EGM, ascertified by The Central Depository (Pte) Limited 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 anyadjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data bythe Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies andrepresentatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendancelists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or itsagents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrantsthat where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or itsagents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use anddisclosure 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 damagesas a result of the member’s breach of warranty.

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