letter to shareholders goldtron limited...2012/02/02 · shareholders of the company, representing...
TRANSCRIPT
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
(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.
2
(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.
3
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
4
APPENDIX 1
(SPECIAL NOTICE/ REQUISITION NOTICE)
5
6
7
APPENDIX 2
8
9
10
11
12
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.
13
This page has been intentionally left blank.
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
-----------------------------------------------------------------------------------------------------------------------------------------------
✂
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.
TO
PP
AN
VIT
EP
TE
.LT
D.
SC
R1
20
10
15