APPENDIX TO SHAREHOLDERS
APPENDIX DATED 14 JULY 2022
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 Friday, 29 July 2022 at 10.00 a.m. via electronic means.
Shareholders may refer to the alternative arrangements for the Annual General Meeting of the Company to be held on Friday, 29 July 2022 at 10.00 a.m., announced together with this Appendix and the Notice of Annual General Meeting ("AGM") and proxy form for details on the conduct of the AGM.
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 | : | 26 July 2022 at 10.00 a.m. |
Date and time of AGM | : | 29 July 2022 at 10.00 a.m. |
APPENDIX TO SHAREHOLDERS | ||
Contents | ||
1. | INTRODUCTION .................................................................................................................. | 6 |
2. | THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE ............................. | 6 |
3. | INTERESTS OF SUBSTANTIAL SHAREHOLDERS .......................................................... | 25 |
4. | DIRECTORS' RECOMMENDATION................................................................................... | 25 |
5. | ANNUAL GENERAL MEETING.......................................................................................... | 26 |
6. | DIRECTORS' RESPONSIBILITY STATEMENT.................................................................. | 26 |
7. | INSPECTION OF DOCUMENTS......................................................................................... | 26 |
APPENDIX TO SHAREHOLDERS
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 2022 | ||
"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 30 July 2021 | ||
"FY" | : The financial year ended or ending 31 March | |
"Group" | : The Company and its subsidiaries | |
"Latest Practicable Date" | : | 4 July 2022 |
"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 29 July 2022, 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 |
"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
APPENDIX TO SHAREHOLDERS | ||||||
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 | ||||||
"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 | ||||||
"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 mm2 Asia Ltd.
APPENDIX TO SHAREHOLDERS
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. published this content on 13 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 July 2022 16:23:06 UTC.