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| The Company is incorporated in Singapore and, although the Ordinary Shares will be admitted to trading on AIM, the Company is not subject to the provisions of the City Code as the main Takeover Panel does not regard the Company as resident in the UK, Channel Islands or the Isle of Man. Accordingly, the Company will not be subject to the City Code in the UK and a takeover of the Company would not be regulated by the UK authorities. Investors should therefore be aware that the protections afforded to shareholders by the City Code on Takeovers and Mergers, which are designed to regulate the way in which takeovers are conducted, will not be available. In addition, the Company is not subject to the provisions of the Singapore Code on Takeovers and Mergers (the ‘‘Singapore Code’’) because the Singapore Code applies to companies listed on the Singapore Stock Exchange. Unlisted companies with 50 or more shareholders and with net tangible assets of S$5 million or more merely observe the letter and spirit of the General Principles and Rules of the Singapore Code, where possible and appropriate. The Singapore Code is non-statutory and thus, it does not have the force of the law. It is therefore possible that an offer or may gain control of the Company in circumstances in which the non-selling shareholders do not receive or are not given the opportunity to receive, the benefit of any share premium paid to the selling shareholder(s). |
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| As the Company grows, the Directors intend that it should develop policies and procedures which reflect the Combined Code, so far as is practicable, taking into account the size and nature of the Company. |
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| The Directors have established an audit committee to receive and review reports from management and internal from the auditors relating to the interim and annual accounts and to the system of financial control. The Directors have also established a remuneration committee which will determine the terms and conditions of service of executive directors. |
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| The Remuneration Committee, which will comprise Noel Meaney as Chairman with Christopher Nightingale and Bay Yew Chuan, will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the shareholders and the performance of the Group. |
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| The Audit Committee, which will consist of Richard Lascelles as Chairman and Christopher Nightingale will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition The Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. |
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| The Company has adopted and will operate a share dealing code consistent with Rule 21 of the AIM Rules and will take all proper and reasonable steps to ensure compliance by the Directors and any relevant employees |
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| In accordance with the provision of the AIM Rules, which require the nominated adviser and the Company to maintain regular contact so as to enable: (i) the nominated adviser to ensure the Company and the Directors continue to understand their obligations under the AIM Rules for Companies; and (ii) that the nominated adviser is kept up to date with developments at the Company, the Directors considered it appropriate to appoint a committee to ensure compliance with those rules (the ‘‘AIM Rules Compliance Committee’’). |
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| The AIM Rules Compliance Committee established by the Company comprises any two Directors of the Company and they have been given full power and authority to perform, approve, execute, deliver and/or issue all things which the AIM Rules Compliance Committee considers necessary or expedient in connection with the Company’s Admission to and trading on AIM, or any matter incidental thereto including, without limitation raising and discussing or issuing notification to the nominated adviser of: |
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| (a) |
any dealings by Directors in respect of any Ordinary Shares in which the Directors are interested; |
| (b) |
any changes by any Shareholder holding 3 per cent. or more of any Ordinary Shares which increase or decrease such holding through any single percentage; |
| (c) |
the resignation, dismissal or appointment of any Directors; |
| (d) |
any change in the Company’s accounting reference date, registered office address or any change in its legal name; |
| (e) |
any material change between the Company’s actual trading performance or financial condition and any profit forecast, estimate or projection made public on behalf of the Company; |
| (f) |
any decision to make any payment in Ordinary Shares; |
| (g) |
the reason for the application for Admission to trading on AIM or cancellation of any Ordinary Shares; |
| (h) |
the occurrence and number of Ordinary Shares taken into and out of treasury; |
| (i) |
the resignation, dismissal or appointment of the Company’s nominated advisor or broker from time to time; |
| (j) |
any change in the website address operated by the Company including any changes in order to ensure continued compliance with Rule 26 of the AIM Rules for Companies; |
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| Memorandum and Articles of Association |
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