CORPORATE GOVERNANCE STATEMENT
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The Company’s Articles of Association allows a shareholder to appoint one or two proxies to attend and
vote instead of the shareholder. The Company’s Articles of Association allow a shareholder to vote in
absentia. Shareholders that hold their shares through nominee or custodial services are allowed upon
prior request through their nominee, to attend the AGM as observers without being constrained by the
two-proxy rule.
Each item of special business in the notices of the shareholders’ general meetings is accompanied as
appropriate, by an explanation for the proposed resolution. Except for resolutions that are interdependent
and linked so as to form one significant proposal, separate resolutions are presented for voting for each
substantially separate issue.
All minutes of general meetings are available to shareholders upon request. Resolutions are passed at
the general meetings by hand and by poll, if required. As the number of shareholders who attend the
meetings are not large, it is not cost effective to have voting by poll or electronic polling. The results are
also announced through SGXNET on the same day.
Interested Person Transactions
The Company has established procedures to ensure that all transactions with interested persons are
reported in a timely manner to the AC and that the transactions are carried out on an arm’s length basis.
There was no material interested person transaction during the financial year under review.
Material Contracts
Save for the service agreements between the Executive Directors and the Company, there were no
material contracts of the Company or its subsidiaries involving the interest of any Director or controlling
Shareholder either still subsisting as at the financial year under review or if not subsisting, were entered
into at the end of the financial year ended 31 December 2014.
Securities Transactions
The Company has adopted internal regulations with respect to dealings in securities by Directors and
officers of the Group which complies with Rule 1207(19) of the SGX-ST Listing Manual. The Directors,
management and officers of the Group who have access to price-sensitive, financial or confidential
information are not permitted to deal in the Shares during the periods commencing two weeks before
the announcement of the Group’s financial results for the first three quarter or one month before the
announcement of the Group’s full year financial results, and ending on the date of announcement of such
result, or when they are in procession of unpublished price-sensitive information of the Group. In addition,
the officers of the Company are advised not to deal with the Shares for short-term considerations and
are expected to observe the insider trading laws at all times even when dealing in securities within the
permitted trading periods.
Use of Proceeds
IPO
Pursuant to the Company’s initial public offering (“IPO”), the Company issued 22,500,000 new Shares
at $0.28 each on 25 June 2008. As at 31 March 2014, the total net proceeds of $5.0 million raised
from the IPO had been fully utilised. The use of proceeds is in accordance with the stated use and the
announcement of the Company.
