letter to shareholders goldtron limited...2012/02/02  · shareholders of the company, representing...

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LETTER TO SHAREHOLDERS GOLDTRON LIMITED (Co. No. 196200234E) (Incorporated in the Republic of Singapore) Directors Registered Office Chandran Nantha Kumar (Executive Chairman and CEO) Low Seow Chye (Lead Independent Director) Chin Chee Choon (Independent Director) Sonny Tan Hock Sun (Independent Director) 5 Loyang Drive Singapore 508936 2 February 2012 To: The Shareholders of Goldtron Limited Dear Sir/Madam REQUISITION OF AN EXTRAORDINARY GENERAL MEETING (“EGM”) OF GOLDTRON LIMITED (“COMPANY”) 1. BACKGROUND (a) As announced by the Company on 6 January 2012, the Company received a letter dated 5 January 2012 (“the Letter”) from a law firm in Singapore, acting for two individual shareholders of the Company, representing to be a special notice pursuant to section 152(2) of the Companies Act (Cap. 50) of Singapore (“Companies Act”), seeking to requisition the Directors of the Company to convene an EGM pursuant to section 176 of the Companies Act. Further to the Company’s announcement on 11 January 2012, the Letter was not valid for the purpose of the Companies Act as it did not meet the requirements of a “requisition” as required under section 176 of the Companies Act. (b) As announced by the Company on 17 January 2012 (“ 17 January Announcement”), the Company received another letter dated 13 January 2012 in the evening of 13 January 2012 and this time signed by Mr Lai Ka Tim, Mr Chen Tou Sin, Mr Lai Kuan Tai, Kenneth, Mr Beni Prananto, Mr Tan Mong Tong, Mr Teo Yong Seng and Mr Chiang Tin Tiah (each, a Requisitioning Member”, and collectively Requisitioning Members”). The letter of 13 January 2012 was a special notice pursuant to section 152(2) read with section 185 of the Companies Act seeking to requisition the Directors of the Company to convene an EGM pursuant to section 176 of the Companies Act (collectively Requisition Notice”) to consider each of the following ordinary resolutions: (i) That Mr Low Seow Chye be removed from his office as a Director of the Company with effect from the date of the EGM ( Resolution 1); (ii) That Mr Chin Chee Choon be removed from his office as a Director of the Company with effect from the date of the EGM ( Resolution 2); (iii) That Mr Sonny Tan Hock Sun be removed from his office as a Director of the Company with effect from the date of the EGM ( Resolution 3); (iv) That any Directors of the Company who may be appointed between the date of the Requisition Notice (being 13 January 2012) and the date of the EGM be removed (Resolution 4); 1

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Page 1: LETTER TO SHAREHOLDERS GOLDTRON LIMITED...2012/02/02  · shareholders of the Company, representing to be a special notice pursuant to section 152(2) of the Companies Act (Cap. 50)

LETTER TO SHAREHOLDERS

GOLDTRON LIMITED(Co. No. 196200234E)

(Incorporated in the Republic of Singapore)

Directors Registered Office

Chandran Nantha Kumar (Executive Chairman and CEO)

Low Seow Chye (Lead Independent Director)

Chin Chee Choon (Independent Director)

Sonny Tan Hock Sun (Independent Director)

5 Loyang Drive

Singapore 508936

2 February 2012

To: The Shareholders of Goldtron Limited

Dear Sir/Madam

REQUISITION OF AN EXTRAORDINARY GENERAL MEETING (“EGM”) OF GOLDTRON LIMITED

(“COMPANY”)

1. BACKGROUND

(a) As announced by the Company on 6 January 2012, the Company received a letter dated

5 January 2012 (“the Letter”) from a law firm in Singapore, acting for two individual

shareholders of the Company, representing to be a special notice pursuant to section

152(2) of the Companies Act (Cap. 50) of Singapore (“Companies Act”), seeking to

requisition the Directors of the Company to convene an EGM pursuant to section 176

of the Companies Act. Further to the Company’s announcement on 11 January 2012,

the Letter was not valid for the purpose of the Companies Act as it did not meet the

requirements of a “requisition” as required under section 176 of the Companies Act.

(b) As announced by the Company on 17 January 2012 (“17 January Announcement”),

the Company received another letter dated 13 January 2012 in the evening of

13 January 2012 and this time signed by Mr Lai Ka Tim, Mr Chen Tou Sin, Mr Lai Kuan

Tai, Kenneth, Mr Beni Prananto, Mr Tan Mong Tong, Mr Teo Yong Seng and Mr Chiang

Tin Tiah (each, a “Requisitioning Member”, and collectively “Requisitioning

Members”). The letter of 13 January 2012 was a special notice pursuant to section

152(2) read with section 185 of the Companies Act seeking to requisition the Directors

of the Company to convene an EGM pursuant to section 176 of the Companies Act

(collectively “Requisition Notice”) to consider each of the following ordinary

resolutions:

(i) That Mr Low Seow Chye be removed from his office as a Director of the Company

with effect from the date of the EGM (Resolution 1);

(ii) That Mr Chin Chee Choon be removed from his office as a Director of the

Company with effect from the date of the EGM (Resolution 2);

(iii) That Mr Sonny Tan Hock Sun be removed from his office as a Director of the

Company with effect from the date of the EGM (Resolution 3);

(iv) That any Directors of the Company who may be appointed between the date of

the Requisition Notice (being 13 January 2012) and the date of the EGM be

removed (Resolution 4);

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(v) That Mr Phang Tein San be appointed as an Executive Director of the Company

with effect from the date of the EGM (Resolution 5);

(vi) That Mr Tan Kok Hiang be appointed as an Independent Non-Executive Director

of the Company with effect from the date of the EGM (Resolution 6);

(vii) That Mr Winston Seow Han Chiang be appointed as an Independent Non-

Executive Director of the Company with effect from the date of the EGM

(Resolution 7); and

(viii) That Mr Neo Ban Chuan be appointed as an Independent Non-Executive Director

of the Company with effect from the date of the EGM (Resolution 8);

(collectively, the “Proposed Resolutions”).

It was said in the Requisition Notice that the Requisitioning Members were shareholders

of the Company holding at least 10% of the paid-up capital of the Company as at

13 January 2012, carrying the right of voting at general meetings.

(c) In the 17 January Announcement, the Company also announced that the Requisition

Notice constituted a valid requisition notice under section 176 of the Companies Act and

that the Company would provide further updates to the shareholders on the convening

of the EGM pursuant to the Requisition Notice in accordance with the Companies Act.

(d) The Requisition Notice does not state the reason(s) for the Requisitioning Members’

proposal to remove Mr Low Seow Chye, Mr Chin Chee Choon and Mr Sonny Tan Hock

Sun (the “Incumbent Directors”) as Directors of the Company. The Incumbent

Directors were first appointed on the following dates:

(i) Low Seow Chye — 17 March 2000;

(ii) Chin Chee Choon — 24 November 2011; and

(iii) Sonny Tan Hock Sun — 16 December 2011.

(e) The rationale for proposing each of the candidates namely Mr Phang Tein San, Mr Tan

Kok Hiang, Mr Winston Seow Han Chiang and Mr Neo Ban Chuan (collectively, the

“Proposed New Directors”) who were nominated by the Requisitioning Members are

as follows:

“...each of the proposed new directors is skilled in their respective fields of

expertise, namely management, finance, legal and corporate restructuring. Mr

Phang Tein San will be proposed as an executive director of the Company while

the other candidates will be proposed as independent directors. As you are aware,

the Company has suffered losses for the past three financial years. The

shareholders are naturally concerned with the Company’s poor financial

performance. As such, this proposal to introduce new management will give the

Company a fresh perspective and hopefully bring the Company to greater heights.

In view of the experience and expertise of the proposed new directors, they are in

a good position to contribute substantially to improve the Company’s situation.” 1

Please refer to Appendix 2 for the curriculum vitae (“CVs”) of each of the Proposed New

Directors.

1 Reproduced from correspondence dated 20 January 2012 from the law firm representing Mr Lai Ka Tim, one of the

Requisitioning Members.

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(f) Pursuant to the Requisition Notice and in accordance with section 176 of the

Companies Act and Article 53 of the Articles of Association of the Company, the Board

of Directors has decided to convene the EGM to consider each of the Proposed

Resolutions.

(g) The Singapore Exchange Securities Trading Limited (“SGX-ST”) assumes no

responsibility for the contents of this letter including the correctness of any of the

statements or opinions made in this letter.

(h) This letter has been prepared by the Company and its contents have been reviewed by

the Company’s Sponsor for compliance with the relevant rules of the SGX-ST. The

Sponsor has not independently verified the contents of this letter including the accuracy

or completeness of any of the information disclosed or the correctness of any of the

statements or opinions made or reports contained in this letter. The contact person for

the Sponsor is Ms Elaine Beh at 36 Carpenter Street, Singapore 059915, telephone:

(65) 6323 8383; email: [email protected].

2. DOCUMENTATION

The following documents are enclosed in this letter:

(a) a copy of the Requisition Notice (Appendix 1);

(b) a copy of the CVs of each of the Proposed New Directors (Appendix 2); and

(c) the Notice of EGM (Appendix 3).

3. EXTRAORDINARY GENERAL MEETING

The EGM will be held at The Pines, Grand Ballroom, 30 Stevens Road, Singapore 257840

on 2 March 2012 at 11.00 a.m. for the purpose of considering and, if thought fit, passing with

or without modifications, the Proposed Resolutions.

4. ACTION TO BE TAKEN BY SHAREHOLDERS

(a) Shareholders who are unable to attend the EGM and who wish to appoint a proxy to

attend on their behalf are requested to complete, sign and return the Proxy Form

attached to this letter in accordance with the instructions printed thereon as soon as

possible and, in any event, so as to reach the registered office of the Company at

5 Loyang Drive, Singapore 508936, not less than forty-eight (48) hours before the time

fixed for holding the EGM. The completion and lodgment of the Proxy Form by a

shareholder will not preclude him from attending and voting in person at the EGM in

place of his proxy if he wishes to do so.

(b) Shareholders whose names are listed in the depository register (the “Depository

Register”) maintained by The Central Depository (Pte) Limited shall not be regarded as

a shareholder of the Company entitled to attend the EGM and to speak and vote thereat

unless his name appears on the Depository Register at least forty-eight (48) hours

before the EGM.

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5. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the

information given in this letter (save for the information and documents provided to the

Company by the Requisitioning Members) and confirm, after making all reasonable

enquiries, that to the best of their knowledge and belief, this letter constitutes full and true

disclosure of all material facts about the Requisition, the Company and its subsidiaries, and

the Directors are not aware of any facts the omission of which would make any statement in

this letter (save for information and documents provided to the Company by the

Requisitioning Members) misleading. Where information in the letter has been extracted

from published or otherwise publicly available sources or obtained from a named source, the

sole responsibility of the Directors has been to ensure that such information has been

accurately and correctly extracted from those sources and/or reproduced in the letter in its

proper form and context.

6. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Memorandum and Articles of Association of the Company is available for

inspection at the registered office of the Company at 5 Loyang Drive, Singapore 508936,

during normal business hours from the date of this letter up to and including the date of the

EGM.

Yours faithfully

For and on behalf of the

Board of Directors of Goldtron Limited

Yvonne Choo

Company Secretary

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APPENDIX 1

(SPECIAL NOTICE/ REQUISITION NOTICE)

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APPENDIX 2

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APPENDIX 3

GOLDTRON LIMITED(Co. No. 196200234E)

(Incorporated in the Republic of Singapore)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“EGM”) of GOLDTRON

LIMITED will be held at The Pines, Grand Ballroom, 30 Stevens Road, Singapore 257840 on 2

March 2012 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following

resolutions with or without amendments:

Ordinary Resolutions:

(1) That Low Seow Chye be removed from his office as a Director of the Company with effect

from the date of the EGM (Resolution 1);

(2) That Chin Chee Choon be removed from his office as a Director of the Company with effect

from the date of the EGM (Resolution 2);

(3) That Sonny Tan Hock Sun be removed from his office as a Director of the Company with

effect from the date of the EGM (Resolution 3);

(4) That any Directors of the Company who may be appointed between the date of the

Requisition Notice (being 13 January 2012) and the date of the EGM be removed

(Resolution 4);

(5) That Phang Tein San be appointed as an Executive Director of the Company with effect from

the date of the EGM (Resolution 5);

(6) That Tan Kok Hiang be appointed as an Independent Non-Executive Director of the Company

with effect from the date of the EGM (Resolution 6);

(7) That Winston Seow Han Chiang be appointed as an Independent Non-Executive Director of

the Company with effect from the date of the EGM (Resolution 7); and

(8) That Neo Ban Chuan be appointed as an Independent Non-Executive Director of the

Company with effect from the date of the EGM (Resolution 8).

By Order of the Board

Yvonne Choo

Company Secretary

2 February 2012

Notes:-

(i) A member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote in his/her stead.

A proxy need not be a member of the Company.

(ii) If the appointor is a corporation, the instrument appointing a proxy must be executed under seal or under hand of

its duly authorised officer or attorney.

(iii) The instrument appointing a proxy must be deposited at the Registered Office of the Company at 5 Loyang Drive,

Singapore 508936 not less than forty-eight (48) hours before the appointed time for the EGM.

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GOLDTRON LIMITED(Incorporated in the Republic of Singapore)

(Co. Reg. No: 196200234E)

PROXY FORM

(Please see notes overleaf before completing this Form)

IMPORTANT:

1. For investors who have used their CPF monies to buyGoldtron Limited’s shares, this Report is forwarded tothem at the request of the CPF Approved Nomineesand is sent solely FOR INFORMATION ONLY.

2. This Proxy Form is not valid for use by CPF investorsand shall be ineffective for all intents and purposes ifused or purported to be used by them.

3. CPF investors who wish to vote should contact theirCPF Approved Nominees.

*I/We,

of

being a member/members of Goldtron Limited (the “Company”), hereby appoint:

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

and/or (delete as appropriate)

Name NRIC/Passport No. Proportion of Shareholdings

No. of Shares %

Address

or failing *him/her, the Chairman of the Meeting as *my/our *proxy/proxies to vote for *me/us on *my/our behalf

at the Extraordinary General Meeting (the “Meeting”) of the Company to be held at The Pines, Grand Ballroom,

30 Stevens Road, Singapore 257840 on 2 March 2012 at 11.00 a.m. and at any adjournment thereof. *I/We

direct *my/our *proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated

hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting

and at any adjournment thereof, the *proxy/proxies will vote or abstain from voting at *his/her discretion. The

authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [u] within the box provided)

No. Resolutions relating to: For Against

1 Removal of Low Seow Chye as a Director of the Company.

2 Removal of Chin Chee Choon as a Director of the Company.

3 Removal of Sonny Tan Hock Sun as a Director of the Company.

4 Removal of any Director(s) appointed between 13 January 2012 and

the date of the Meeting.

5 Appointment of Phang Tein San as an Executive Director of the

Company.

6 Appointment of Tan Kok Hiang as an Independent Non-Executive

Director of the Company.

7 Appointment of Winston Seow Han Chiang as an Independent

Non-Executive Director of the Company.

8 Appointment of Neo Ban Chuan as an Independent Non-Executive

Director of the Company.

*Delete where inapplicable

Dated this day of 2012

Total number of Shares in: No. of Shares

(a) CDP Register

(b) Register of Members

Signature of Shareholder(s)/

and, Common Seal of Corporate Shareholder

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Notes:

1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the

Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert

that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert

that number of Shares. If you have Shares entered against your name in the Depository Register and Shares

registered in your name in the Register of Members, you should insert the aggregate number of Shares entered

against your name in the Depository Register and registered in your name in the Register of Members. If no number

is inserted, the instrument appointing a proxy or proxies shall 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 one or two

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

3. Where a member appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of

his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 5 Loyang

Drive, Singapore 508936 not less than forty-eight (48) hours before the time appointed for the Meeting.

5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly

authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be

executed either under its seal or under the hand of an officer or attorney duly authorised. Where the instrument

appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney

or a duly certified copy thereof must be lodged with the instrument.

6. A corporation which is a member may authorise by resolution of its directors or other governing body such person

as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act,

Chapter 50 of Singapore.

General:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly

completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the

appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the

Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being

the appointor, is not shown to have Shares entered against his name in the Depository Register as at forty-eight (48) hours

before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

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