NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of the shareholders of Qian Hu Corporation Limited (the "Shareholders") will be held at 71 Jalan Lekar Singapore 698950 on 19 February 2002 at 11.00 a.m. for the purposes of considering and, if thought fit, passing the following as resolutions with or without any modification:-
AS ORDINARY RESOLUTIONS
RESOLUTION 1
That the rules of the Qian Hu Post-IPO Employees; Share Option Scheme be amended in the manner and to the extent set out in Annexure I to the Circular to the Company's Shareholders dated 4 February 2002.
RESOLUTION 2
Subject to the passing of Resolution 1, that the performance appraisal system under Rule 22 of the proposed modified Scheme and set out in page 30 of the Circular to be implemented, administered and utilised by the Committee in granting Options under the Scheme is hereby approved.
RESOLUTION 3
Subject to the passing of Resolution 1, the Exercise Price of the Options may, at the discretion of the Committee, be set at a fixed discount rate of 20% to the Market Price of the Shares. In determining whether to grant such discount, if any, the Committee shall take into consideration such criteria as it may, at its absolute discretion, deem appropriate, including but not limited to:
| (i) | the performance of the Company and the Group during the Financial Year when such Options are granted, taking into account financial parameters such as return on equity and/or earnings growth, and any performance targets set by the Committee for the Company and the Group; |
| (ii) | the individual performance of the Employee; and |
| (iii) | the overall contribution of the Employee to the success and development of the Company and/or the Group, |
and any Option set at a discount to the Market Price of the Shares is subject to the following conditions: -
| (i) | the discount rate shall be fixed at twenty (20) per cent. to the Market Price of the Shares, based on the average of the last dealt price per Share as indicated in the daily official list or any other publication published by the SGX-ST for the five (5) consecutive Trading days immediately preceding the Offer Date; |
| (ii) | the Committee shall exercise any decision to offer Options with an Exercise Price set at a discount to the Market Price of the Shares in good faith and only when circumstances require, inter alia, taking into consideration the prevailing Market Price of the Shares, the then current market conditions and the envisaged future market conditions; |
| (iii) | in addition to the condition set out in (ii) above, any discounts to the Exercise Price shall only be granted by the Committee if and only if the Committee verily believes that the discounts would be in furtherance of the core objectives of the Scheme and would be in the best interests of the Company and unanimously endorsed in writing by all the Directors; and |
| (iv) | such Options may only be exercised after two (2) years from the Offer Date. |
RESOLUTION 4
Subject to the passing of Resolution 1, that the participation of Yap Ai Tin in the Scheme (as amended) is hereby approved.
RESOLUTION 5
Subject to the passing of Resolution 4, that an Option over 40,000 Shares be granted to Yap Ai Tin is hereby approved.
RESOLUTION 6
Subject to the passing of Resolutions 4 and 5, that the discount on the Option to be granted to Yap Ai Tin shall be 20% of the Market Price of the Shares.
RESOLUTION 7
Subject to the passing of Resolution 1, that the participation of Yap Saw Chin in the Scheme (as amended) is hereby approved.
RESOLUTION 8
Subject to the passing of Resolution 7, that an Option over 40,000 Shares be granted to Yap Saw Chin is hereby approved.
RESOLUTION 9
Subject to the passing of Resolutions 7 and 8, that the discount on the Option to be granted to Yap Saw Chin shall be 20% of the Market Price of the Shares.
RESOLUTION 10
Subject to the passing of Resolution 1, that the participation of Yap Ai Choo in the Scheme (as amended) is hereby approved.
RESOLUTION 11
Subject to the passing of Resolution 10, that an Option over 40,000 Shares be granted to Yap Ai Choo is hereby approved.
RESOLUTION 12
Subject to the passing of Resolutions 10 and 11, that the discount on the Option to be granted to Yap Ai Choo shall be 20% of the Market Price of the Shares.
RESOLUTION 13
Subject to the passing of Resolution 1, that the participation of Tan Ah Moi in the Scheme (as amended) is hereby approved.
RESOLUTION 14
Subject to the passing of Resolutions 13, that an Option over 20,000 Shares be granted to Tan Ah Moi is hereby approved.
RESOLUTION 15
Subject to the passing of Resolution 13 and 14, that the discount on the Option to be granted to Tan Ah Moi shall be 20% of the Market Price of the Shares.
RESOLUTION 16
Subject to the passing of Resolution 1, that the participation of Ng Ah Pun in the Scheme (as amended) is hereby approved.
RESOLUTION 17
Subject to the passing of Resolution 16, that an Option over 10,000 Shares be granted to Ng Ah Pun is hereby approved.
RESOLUTION 18
Subject to the passing of Resolutions 16 and 17, that the discount on the Option to be granted to Ng Ah Pun shall be 20% of the Market Price of the Shares.
RESOLUTION 19
Subject to the passing of Resolution 1, that the participation of Lim Lee Seng in the Scheme (as amended) is hereby approved.
RESOLUTION 20
Subject to the passing of Resolution 19, that an Option over 10,000 Shares be granted to Lim Lee Seng is hereby approved.
RESOLUTION 21
Subject to the passing of Resolutions 19 and 20, that the discount on the Option to be granted to Lim Lee Seng shall be 20% of the Market Price of the Shares.
BY ORDER OF THE BOARD
Lai Chin Yee
Company Secretary
4 February 2002
NOTES: -
| (a) | Every Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. |
| (b) | The instrument appointing a proxy must be deposited at the registered office of the Company at 71 Jalan Lekar Singapore 698950 at least 48 hours before the time set for the Extraordinary General Meeting or any postponement or adjournment thereof. |