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Resolution Passed
The following ordinary resolutions put to the Ninth Annual General Meeting of BEYONICS TECHNOLOGY LIMITED held on 18 December 2003 were duly passed :-
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Resolved that the accounts for the year ended 31 July 2003 together with the directors' and auditors' reports thereon as published and circulated to all members and now submitted to this meeting be and are hereby received and adopted.
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Resolved that a first and final dividend of 4% less tax be declared payable for the year ended 31 July 2003.
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Resolved that a sum of S$186,000/- be approved for payment as directors' fees for the year ended 31 July 2003.
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Resolved that Mr Goh Chan Peng retired in accordance with Article 95 of the Company's Articles of Association, but being eligible and offering himself for re-election, be and is hereby re-elected as director of the Company.
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Resolved that Mr Dilhan Pillay Sandrasegara retired in accordance with Article 95 of the Company's Articles of Association, but being eligible and offering himself for re-election, be and is hereby re-elected as director of the Company.
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Noted that Mr Lew Syn Pau retired in accordance with Article 95 of the Company's Articles of Association and he did not seek re-election.
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Resolved that Messrs Ernst & Young be and are hereby re-appointed auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that the directors be authorised to fix their remuneration.
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Resolved that pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to allot and issue shares in the Company (whether by way of rights, bonus or otherwise) at any time to such persons 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 shares to be issued pursuant to this resolution does not exceed 50 per cent of the issued share capital of the Company, of which the aggregate number of shares to be issued other than on a pro-rata basis to existing shareholders of the Company does not exceed 20 per cent of the issued share capital of the Company, and for the purpose of this resolution, the issued share capital shall be the Company's issued share capital at the time this resolution is passed (after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue at the time this resolution is passed, and any subsequent consolidation or subdivision of the Company's shares), and unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
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Resolved that the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the provisions of the Beyonics Share Option Scheme 2000 (the "Scheme") (including options over shares at a subscription price per share set at a discount to the market price of a share) and to allot and issue from time to time such numbers of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 15 per cent of the issued share capital of the Company from time to time.
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Submitted by Tay Peng Huat, Company Secretary on 18/12/2003 to the SGX
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