Notice Of Annual General Meetings

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at No. 28 Jalan Buroh, Jurong Town, Singapore 619486 on 28 March 2003 at 10.00 a.m. to transact the following business :-

Ordinary Business

1. To receive and consider the audited accounts for the year ended 31 October 2002 and the reports of the Directors and Auditors thereon.

2. To declare a first & final net dividend of 5% for the year ended 31 October 2002.

3. To re-elect the following Directors retiring in accordance with Article 88 of the Company's Articles of Association:-

(a) Mr Teo Kiang Kok
(b) Mr Ooi Seng Soon
(c) Mr Gui Kim Young @ Gui Kim Gan
(d) Mr Lee Leng Loke
(e) Mr Wee Piew

[See Explanatory Note (a)]

 

4. To re-elect Mr Tan Ah Bee retiring by rotation in accordance with Article 89 of the Company's Articles of Association.

5. To re-appoint BDO International as Auditors and to authorise the Directors to fix their remuneration.

Special Business

6. To approve Directors' Fees of S$67,500/- for the year ended 31 October 2002. [Year 2001 : NIL]. [See Explanatory Note (b)]

7. To consider and, if thought fit, to pass the following resolution with or without amendments as an ordinary resolution :-

7.1 Authority to issue shares

That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to allot and issue shares and convertible securities in the Company (whether by way of rights, bonus or otherwise) at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares and convertible securities to be issued pursuant to this resolution does not exceed 50 per cent of the issued share capital of the Company, of which the aggregate number of shares and convertible securities to be issued other than on a pro-rata basis to existing shareholders of the Company does not exceed 20 per cent of the issued share capital of the Company, and for the purpose of this resolution, the issued share capital shall be the Company's issued share capital at the time this resolution is passed (after adjusting for any subsequent consolidation or subdivision of the Company's shares), and unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (c)]

- 2 -

8. To transact any other business which may properly be transacted at an Annual General Meeting.

BY ORDER OF THE BOARD
FOONG LEE HENG, JASMINE
Secretary

Singapore,
12 March 2003

Proxies :-


A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.

An instrument appointing a proxy must be deposited at the Company's registered office at No. 30 Jalan Buroh, Jurong Town, Singapore 619486 not less than 48 hours before the time appointed for holding the Meeting.


Notes :-

(a) Mr Teo Kiang Kok, Mr Ooi Seng Soon and Mr Gui Kim Young @ Gui Kim Gan, if re-elected, will remain as audit committee members and will be considered as independent directors. Mr Gui Kim Young @ Gui Kim Gan will also continue to be the Chairman of the Audit Committee.

(b) The above item 6, if approved, will sanction the payment of Directors' Fees for the year ended 31 October 2002.

(c) The ordinary resolution set out in item 7.1 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to issue shares and convertible securities in the Company. The number of shares and convertible securities which the Directors may issue under this Resolution would not exceed fifty per cent (50%) of the issued share capital of the Company at the time this Resolution is passed. For issues of shares and convertible securities other than on a pro rata basis to all shareholders, the aggregate number of shares and convertible securities to be issued shall not exceed twenty per cent (20%) of the total issued share capital of the Company at the time this Resolution is passed.