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Cordlife Group Limited
Annual Report 2016
Notice
of Annual General Meeting
15.
Proposed renewal of the Share Purchase Mandate
“That:-
(a)
for the purposes of the Companies Act (Chapter 50 of Singapore) (the “
Companies Act
”), the exercise
by the Directors of the Company (the “
Directors
”) of all the powers of the Company to purchase or
otherwise acquire issued and fully paid ordinary shares (“
Shares
”) in the share capital of the Company
not exceeding in the aggregate the Maximum Limit (as hereinafter defined), at such price(s) as may be
determined by the Directors from time to time up to the Maximum Price (as hereinafter defined), whether
by way of:
(i)
market purchases or acquisitions of Shares (each a “
Market Purchase
”) on the Singapore
Exchange Securities Trading Limited (the “
SGX-ST
”); and/or
(ii)
off-market purchases or acquisitions of Shares (each an “
Off-Market Purchase
”) in accordance
with any equal access scheme(s) as may be determined or formulated by the Directors as they
consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws and regulations, including but not limited to, the
provisions of the Companies Act and the listing rules of the SGX-ST as may for the time being be
applicable, be and is hereby authorised and approved generally and unconditionally (the “
Share
Purchase Mandate
”);
(b)
the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may
be exercised by the Directors at any time and from time to time during the period commencing from the
date of the passing of this Resolution and expiring on the earliest of:
(i)
the date on which the next Annual General Meeting of the Company is held or required by law to
be held;
(ii)
the date on which the Share purchases or acquisitions by the Company pursuant to the Share
Purchase Mandate are carried out to the full extent mandated; and
(iii)
the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by
the Company in a general meeting;
(c)
in this Resolution:
“
Average Closing Market Price
” means the average of the closing market prices of the Shares over the
last five (5) Market Days, on which transactions in the Shares were recorded, preceding the day of the
Market Purchase or, as the case may be, the day of the making of the offer pursuant to the Off-Market
Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five-day
period;
“
day of the making of the offer
” means the day on which the Company announces its intention to make
an offer for the purchase of Shares from shareholders of the Company, stating the purchase price (which
shall not be more than the Maximum Price) for each Share and the relevant terms of the equal access
scheme for effecting the Off-Market Purchase;
“
Market Day
” means a day on which the SGX-ST is open for securities trading;
“
Maximum Limit
” means that number of Shares representing 5% of the total number of issued Shares as
at the date of the passing of this Resolution, unless the Company has effected a reduction in the share
capital of the Company in accordance with the applicable provisions of the Companies Act, at any time
during the Relevant Period, in which event the total number of issued Shares of the Company shall be
taken to be the total number of issued Shares of the Company, as altered. Any shares which are held as
treasury shares will be disregarded for the purpose of computing the 5% limit;
