APPENDIX DATED 16 JULY 2023
THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
This Appendix is circulated to the Shareholders of mm2 Asia Ltd. (the "Company") with the Company's Annual Report (as defined herein). Its purpose is to explain to the Shareholders the rationale of and to provide information pertaining to the proposed renewal of the Share Purchase Mandate (as defined herein) and to seek Shareholders' approval of the same at the AGM to be held on Monday, 31 July 2023 at 1.00 p.m. at One Marina Boulevard, Level 8 - Room 801, NTUC Business Centre, Singapore 018989.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
The Singapore Exchange Securities Trading Limited assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Appendix.
MM2 ASIA LTD.
(Company Registration number 201424372N) (Incorporated in Singapore on 20 August 2014)
APPENDIX TO THE NOTICE OF AGM
in relation to
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
IMPORTANT DATES AND TIMES: | ||
Last date and time for lodgement of Proxy Form | : | 28 July 2023 at 1.00 p.m. |
Date and time of Annual General Meeting | : | 31 July 2023 at 1.00 p.m. |
DEFINITIONS
In this Appendix, the following definitions apply throughout unless the context otherwise requires:-
"ACRA" | : The Accounting and Corporate Regulatory | |
Authority of Singapore | ||
"Act" | : The Companies Act 1967 of Singapore | |
"AGM" | : | Annual general meeting |
"Annual Report" | : | The annual report of the Company for the |
financial year ended 31 March 2023 | ||
"CDP" | : The Central Depository (Pte) Limited | |
"Company" | : | mm2 Asia Ltd. |
"Constitution" | : The constitution of the Company as amended or | |
modified from time to time | ||
"Directors" | : The directors of the Company for the time being | |
"EPS" | : | Earnings per Share |
"Existing Share Purchase Mandate" | : | The share purchase mandate renewed by |
Shareholders at the AGM of the Company held | ||
on 29 July 2022 | ||
"FY" | : The financial year ended or ending 31 March | |
"Group" | : The Company and its subsidiaries | |
"Latest Practicable Date" | : | 11 July 2023 |
"Listing Manual" | : The listing manual of the SGX-ST | |
"Market Day" | : A day on which the SGX-ST is open for trading in | |
securities | ||
"Notice of AGM" | : The notice of the AGM to be convened and held | |
on 31 July 2023 at 1.00 p.m. at One Marina | ||
Boulevard, Level 8 - Room 801, NTUC Business | ||
Centre, Singapore 018989, as set out in the | ||
Annual Report | ||
"NTA" | : | Net tangible assets, being net assets less |
intangible assets (excluding non-controlling | ||
interest) | ||
"Off-Market Purchase" | : | Off-market share acquisition |
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"On-Market Purchase" | : | On-market share acquisition | ||||
"Relevant Period" | : The period commencing from the date on which | |||||
the AGM is held and the resolutions on the Share | ||||||
Purchase Mandate are passed and expiring on | ||||||
the date the next AGM of the Company is held or | ||||||
is required by law to be held, or the date on which | ||||||
the purchases of the Shares are carried out to the | ||||||
full extent mandated, whichever is earlier, unless | ||||||
prior to that, it is varied or revoked by resolution | ||||||
of the Shareholders of the Company in general | ||||||
meeting | ||||||
"Rule 14" | : Rule 14 of the Take-over Code | |||||
"Securities Account" | : A securities account maintained by a Depositor | |||||
with CDP (but does not include a securities sub- | ||||||
account) | ||||||
"SGXNET" | : | The | corporate | announcement | system | |
maintained by the SGX-ST for the submission of | ||||||
announcements by listed companies | ||||||
"SGX-ST" | : | The Singapore Exchange Securities Trading | ||||
Limited | ||||||
"SFA" | : Securities and Futures Act 2001 of Singapore | |||||
"Shareholders" | : The registered holders of the Shares, except that | |||||
where the registered holder is CDP, the term | ||||||
"Shareholders" shall, in relation to such Shares, | ||||||
mean the Depositors in the Depository Register | ||||||
and whose Securities Accounts maintained with | ||||||
CDP are credited with those Shares | ||||||
"Share Purchase" | : | The purchase of Shares by the Company | ||||
pursuant to the Share Purchase Mandate | ||||||
"Share Purchase Mandate" | : The proposed | general and | unconditional | |||
mandate to authorise the Directors to exercise all | ||||||
the powers of the Company to purchase, on | ||||||
behalf of the Company, Shares in accordance | ||||||
with the terms set out in this Appendix | ||||||
"Shares" | : Ordinary shares in the issued share capital of the | |||||
Company | ||||||
"SIC" | : | Securities Industry Council | ||||
"Subsidiary Holdings" | : Shares | referred to in Sections | 21(4), | 21(4B), | ||
21(6A) and 21(6C) of the Companies Act |
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"S$" and "cents"
- Singapore dollars and cents respectively, being the lawful currency of Singapore
"Take-over Code" | : | The Singapore Code on Take-overs and Mergers |
"%" or "per cent." | : | Percentage or per centum |
The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the Securities and Futures Act 2001 of Singapore (the "SFA").
The terms "associate" and "controlling shareholders" shall have the meanings ascribed to them in the Listing Manual.
The terms "subsidiaries", "substantial Shareholders", "related corporations" and "treasury share" shall have the meanings ascribed to them respectively in the Act.
Except where specifically defined, the terms "we", "us" and "our" in this Appendix refer to the Company.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.
The headings in this Appendix are inserted for convenience only and shall be ignored in construing this Appendix.
Any discrepancies in the tables in this Appendix between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures that precede them.
Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act, the SFA, the Listing Manual, the Take-over Code or any statutory modification thereof and not otherwise defined in this Appendix shall, where applicable, have the same meaning assigned to it under the Act, the SFA, the Listing Manual, the Take-over Code or any statutory modification thereof, as the case may be.
Any reference to a time of day and date in this Appendix is made by reference to Singapore time and date unless otherwise stated.
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MM2 ASIA LTD.
(Incorporated in the Republic of Singapore)
(Company Registration Number 201424372N)
Directors: | Registered | ||
Melvin Ang Wee Chye (Founder, Executive Chairman, Executive Director) | Office: | ||
Tan Liang Pheng (Lead Independent Director) | 1002 Jalan Bukit | ||
Jack Chia Seng Hee (Independent Director) | Merah, #07-11 | ||
Thomas Lei Chee Kong (Independent Director) | Singapore 159456 | ||
Mak Chi Hoo (Non-Executive Director) | |||
Chia Choon Hwee Dennis (Non-Executive Director) | |||
Date | : | 16 July 2023 | |
To | : | The Shareholders the Company |
Dear Sir/Madam
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
1. INTRODUCTION
- We refer to item 8 of the Notice of AGM of the Company which is an ordinary resolution to be proposed at the AGM for the renewal of the Company's Share Purchase Mandate. The purpose of this Appendix is to provide Shareholders with information relating to the proposed renewal of the Share Purchase Mandate.
- Approval of Shareholders for the proposed renewal of the Share Purchase Mandate will be sought at the AGM to be held on 31 July 2023 at 1.00 p.m. at One Marina Boulevard, Level 8 - Room 801, NTUC Business Centre, Singapore 018989, notice of which is set out in the Notice of AGM.
- The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Appendix. If any Shareholder is in doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
2.1 Introduction
Any purchase or acquisition of Shares by the Company would have to be made in accordance with, and in the manner prescribed by, the Act and the rules of the Listing Manual, the Constitution and such other laws and regulations as may, for the time being, be applicable.
It is a requirement of the Act that before a company purchases or acquires its own shares, its Constitution must expressly permit the company to purchase or otherwise acquire the shares issued by it. Regulation 54(1) of the Constitution provides that the Company may, subject to and in accordance with the Act, purchase or otherwise acquire its issued Shares on such terms as the Company may think fit and in the manner prescribed by the Act.
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MM2 Asia Ltd. published this content on 16 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2023 12:02:07 UTC.