Cordlife Group Limited
Annual Report 2016
129
Notice
of Annual General Meeting
“
Maximum Price
” in relation to a Share to be purchased or acquired, means the purchase price
(excluding brokerage, commission, stamp duties, applicable goods and services tax and other related
expenses) which shall not exceed (in the case of both a Market Purchase and an Off-Market Purchase
pursuant to an equal access scheme) 105% of the Average Closing Market Price of the Shares; and
“
Relevant Period
” means the period commencing from the date on which the last Annual General
Meeting was held and expiring on the date the next Annual General Meeting is held or is required by law
to be held, whichever is the earlier, after the date the resolution relating to the Share Purchase Mandate
is passed; and
(d)
the Directors of the Company and/or any of them be and are hereby authorised to complete and do all
such acts and things (including executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions contemplated and/or authorised by
this Resolution.
[See Explanatory Note (iv)]
(Resolution 13)
By Order of the Board
Ang Siew Koon
Company Secretary
Singapore,
13 October 2016
Explanatory Notes:
(i)
Ordinary Resolution 9
The extraordinary Directors’ fees proposed for Board Chairman and the Lead Independent Director is to recognise the extra
work put in and accumulation of time spent by the Board Chairman and the Lead Independent Director in FY2016 for the
transactions with China Cord Blood Corporation (“CCBC”) and management of the Board and the Company in times of Board
and management changes during the financial year.
(ii)
Ordinary Resolution 11
proposed under agenda item 13 above, if passed, will authorise and empower the Directors from the
date of this Annual General Meeting until the next Annual General Meeting to issue shares and/or convertible securities in the
Company up to an amount not exceeding in aggregate 50% of the total number of issued shares excluding treasury shares
of which the total number of shares and convertible securities issued other than on a pro-rata basis to existing shareholders
shall not exceed 20% of the total number of issued shares excluding treasury shares of the Company at the time the resolution
is passed, for such purposes as they consider would be in the interests of the Company. This authority will, unless revoked or
varied at a general meeting, expire at the next Annual General Meeting of the Company.
(iii)
Ordinary Resolution 12
proposed under agenda item 14 above is to authorise the Directors to grant share awards and to issue
shares under the Share Grant Plan approved by the shareholders of the Company at the extraordinary general meeting held on
18 October 2013.
(iv)
Ordinary Resolution 13
The Company intends to use internal sources of funds, or a combination of internal sources of funds and external borrowings,
to finance purchases or acquisitions of Shares pursuant to the Share Purchase Mandate. The Directors do not propose to carry
out purchases pursuant to the Share Purchase Mandate to such an extent that would, or in the circumstances that might, result
in a material adverse effect on the financial position (including working capital and gearing) of the Group as a whole and/
or affect the listing status of the Company on the SGX-ST. The amount of financing required for the Company to purchase or
acquire its Shares and the impact on the Company’s financial position cannot be ascertained as at the date of this Notice as
these will depend on, inter alia, whether the Shares are purchased out of capital or profits of the Company, the price paid for
such Shares, the aggregate number of Shares purchased or acquired and whether the Shares purchased are held in treasury
or cancelled. An illustration of the financial impact of the Share purchases by the Company pursuant to the Share Purchase
Mandate on the audited financial statements of the Company and its subsidiaries for the financial year ended 30 June 2016 is
set out in the Company’s letter to Shareholders dated 13 October 2016. Shareholders should note that the financial effects set
out therein are purely for illustrative purposes only.
