Resolutions Passed At Annual General Meeting
Pursuant to Clause 704(14) of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Board of Directors of HG METAL MANUFACTURING LIMITED (the "Company") wishes to announce that the following resolutions put to the Annual General Meeting of the Company held on 27 February 2004 were duly passed:-
1. That the Accounts for the year ended 31 October 2003 together with the Directors' and Auditors' Reports thereon as published and circulated to all members and now submitted to this meeting be and are hereby received and adopted.
2. That a first and final net dividend of 5% be declared payable for the year ended 31 October 2003.
3. That a sum of S$83,666.67 be approved for payment as Directors' Fees for the year ended 31 October 2003.
4. That Mr Sia Ling Sing retired in accordance with Article 88 of the Company's Articles of Association, but being eligible and offering himself for re-election, be and is hereby re-elected as Director of the Company.
5a. That Mr Tian Chye Heng retired in accordance with Article 89 of the Company's Articles of Association, but being eligible and offering himself for re-election, be and is hereby re-elected as Director of the Company.
5b. That Mr Wee Piew retired in accordance with Article 89 of the Company's Articles of Association, but being eligible and offering himself for re-election, be and is hereby re-elected as Director of the Company.
6. That BDO International be and are hereby re-appointed Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration.
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 in the Company 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 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 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.
7.2 Renewal of Mandate for Interested Person Transactions.
That :-
(i) approval be and is hereby given for the purpose of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited for the Company, its subsidiaries and associated companies or any of them to enter into any of the transactions falling within the categories of the Interested Persons transactions as described in the Appendix to the Annual Report of the Company dated 9 February 2004 (the "Appendix"), with any party, who falls within the class of interested persons referred to in the Appendix, provided that such transactions are carried out in the normal course of business, at arm's length and on normal commercial terms and in accordance with the guidelines of the Company for the Interested Persons transactions as set out in the Appendix;
(ii) such approval shall, unless revoked or varied by the Company in general meeting, continue to be in force until the next Annual General Meeting of the Company; and
(iii) the Directors be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to this Ordinary Resolution.