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Notice Of Annual General Meeting and Book Closure Date

BackApr 30, 2001

Notice is hereby given that the Second Annual General Meeting of the Company will be held at 71 Jalan Lekar Singapore 698950 on 16 May 2001 at 11:00 am to transact the following business: -

ORDINARY BUSINESS

1.	To receive and adopt the Directors' Report and Audited Accounts for the financial year ended 31 December 2000 and the Auditors' Report thereon.	Resolution 1
2.	To re-elect to the office of Director, Mr. Robson Lee Teck Leng, who pursuant to Article 88 of the Company's Articles of Association will hold office as director only until the forthcoming Annual General Meeting and who, being eligible, offers himself for re-election.	Resolution 2
3.	To re-elect to the office of Director, Mr. Chang Weng Leong, who pursuant to Article 88 of the Company's Articles of Association will hold office as director only until the forthcoming Annual General Meeting and who, being eligible, offers himself for re-election.	Resolution 3
4.	To re-elect to the office of Director, Mr Yap Ah Siong, Andy, retiring by rotation pursuant to Article 89 of the Company's Articles of Association and who, being eligible, offers himself for re-election.	Resolution 4
5.	To approve fees for the Independent Directors of an aggregate sum of $4,000 for the year ended 31 December 2000.	Resolution 5
6.	To declare a first and final Dividend of 5 % per ordinary share less income tax for the year ended 31 December 2000.	Resolution 6
7.	To re-appoint Messrs Arthur Andersen as Auditors of the Company and to authorise the Directors to fix their remuneration.	Resolution 7

SPECIAL BUSINESS

Ordinary Resolutions

To consider and, if thought fit, to pass with or without modifications, the following resolutions as Ordinary Resolutions: -

8.	General authority to issue Shares That pursuant to Section 161 of the Companies Act and the listing rules of the Singapore Exchange Securities Trading Limited, the Directors be and are hereby authorised to issue ordinary shares of the Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of such shares to be issued shall not exceed 50 per cent of the issued share capital of the Company immediately prior to the proposed issue and provided that the aggregate number of such shares to be issued other than on a pro-rata basis to the then existing shareholders shall not exceed 20 per cent of the issued share capital of the Company immediately prior to the proposed issue, and, unless revoked or varied by the shareholders in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting is required by law or by the Articles of Association of the Company to be held, whichever is the earlier.	Resolution 8
9.	To transact any other business.

CLOSURE OF BOOKS

NOTICE IS HEREBY GIVEN that upon the approval of the first and final dividend at the Second Annual General Meeting, the Register of Transfer and the Register of Members of the Company will be closed from 28 May 2001 to 29 May 2001, both dates inclusive, for the preparation of dividend warrants. The dividends will be paid on 8 June 2001 to members on the Register as at 5 pm on 25 May 2001.

Registrable transfers received by the Company's Registrar, M&C Services Private Limited at 138 Robinson Road #17-00 Hong Leong Centre, Singapore 068906, up to 5 pm on 25 May 2001 will be registered before entitlements to the proposed dividends are determined.

By order of the Board

Chia Yong Yong
Company Secretary
30 April 2001
Singapore

Explanatory notes on Ordinary/Special Business to be transacted

i. Ordinary Resolution No. 5 is to authorise the payment of Directors' fees to the Independent Directors. The Executive Directors, Kenny Yap, Andy Yap and Alvin Yap have agreed that they shall not draw any directors' fees in respect of their positions as Directors of the Company.

ii. Ordinary Resolution No. 8 is to authorise the Directors to issue shares up to 50 per cent of the Company's issued share capital, with an aggregate sub-limit of 20 per cent of the Company's share capital for any issue of shares not made on a pro rata basis to shareholders.

Statement Pursuant to Clause 902(4)(a) of the Listing Manual
of the Singapore Exchange Securities Trading Limited

Mr Robson Lee Teck Leng is the Chairman of the Company's Audit Committee and upon his re-election as a Director of the Company will continue as Chairman of the Company's Audit Committee. He is a practising lawyer for more than 7 years. Mr Lee holds 30,000 ordinary shares in the Company. Although he is a minority Shareholder, as a professional, the Board considers that he is able to exercise objective judgement on corporate affairs independently. Accordingly, Mr Lee is considered by the Board of Directors to be an independent Director.

Mr Chang Weng Leong is a member of the Company's Audit Committee and upon his re-election as a Director of the Company, will continue as a member of the Audit Committee. Mr Chang holds 30,000 ordinary shares in the Company. Although he is a minority Shareholder, as a professional, the Board considers that he is able to exercise objective judgement on corporate affairs independently. Accordingly, Mr Chang is considered by the Board of Directors to be an independent Director.

Notes

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy. A member who is bankrupt shall not, while his bankruptcy continues, be entitled to exercise his rights as a member, or attend, vote or act at any meeting of the Company.

2. The instrument appointing a proxy must be deposited with the Company Secretary at the Company's registered office at 133 New Bridge Road #11-09 Chinatown Point Singapore 059413 not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof.

3. If the member is a corporation, the instrument appointing the proxy shall be either given under its common seal or signed on its behalf by an attorney duly authorised in writing or a duly authorised officer of the corporation.