Beruflich Dokumente
Kultur Dokumente
(the "Company")
(Company Registration Number: 201423664K)
(Incorporated in the Republic of Singapore)
We, the undersigned, being members of the Company entitled to attend and vote at general
meetings of the Company, do hereby adopt the following resolutions passed by written
means in accordance with section 184A of the Companies Act (Chapter 50) of Singapore and
these resolutions shall be of the same form and effect as if adopted at a duly convened
meeting of the members:
(a) the Company and Mitsui & Co., Ltd., a company incorporated in Japan with
National Tax Agency Number 1010001008767 whose registered office is at 1-
3, Marunouchi 1-Chome, Chiyoda-ku, Tokyo 100-8637, Japan ("Mitsui"), shall
enter into a subscription agreement (the "Subscription Agreement"),
pursuant to the terms and conditions of which the Company shall allot and
issue, and Mitsui shall subscribe for, 48,000 ordinary shares in the capital of
the Company on First Completion (as defined in the Subscription Agreement)
at a total subscription price of US$6,000,000 (the "First Subscription
Shares") plus 112,000 ordinary shares in the capital of the Company on
Second Completion (as defined in the Subscription Agreement) at a total
subscription price of US$14,000,000 (the "Second Subscription Shares");
(b) on the date of the Subscription Agreement, the Company shall deliver to
Mitsui:
(ii) enter into a shareholders' agreement with Mitsui and each of the
existing members of the Company to govern the relationship between
the Company and its members (the "Shareholders' Agreement");
(d) on Second Completion the Company shall allot and issue the Second
Subscription Shares, as set forth in the Subscription Agreement, to Mitsui,
(B) The Company intends to seek approval for the Documents from the members of the
Company, and for authority to allot and issue the First Subscription Shares and
Second Subscription Shares to Mitsui on a non-pre-emptive basis.
(C) The members were requested to consider, and if thought fit, to approve the following
documents (collectively, the "Documents"):
(D) The members were requested to consider, and if thought fit, to confirm their full
understanding of the nature, effect and implications of the Proposed Transactions
(insofar as they relate to the Company), the Documents and the transactions
contemplated thereunder.
Ordinary resolutions:
1. Approval and authority be given to the Directors pursuant to section 161 of the
Companies Act (Chapter 50) of Singapore and in accordance with the Constitution to
effect the Proposed Transactions (including the allotment and issue of the First
Subscription Shares and Second Subscription Shares), and without prejudice to the
generality of the foregoing, any of the Directors be and are hereby authorised to do all
things necessary or desirable in connection with the Proposed Transactions, including
without limitation:
(a) to negotiate and finalise the terms and conditions and other parameters of the
Proposed Transactions;
(b) to approve, execute and deliver (as applicable), under hand or sign, seal and
deliver as a deed, whether in Singapore or elsewhere, the Documents (which is
(c) to allot and issue the First Subscription Shares on First Completion and the
Second Subscription Shares on Second Completion as set forth in the
Subscription Agreement;
(d) to deliver or procure to be delivered to Mitsui a share certificate for the First
Subscription Shares on First Completion and for the Second Subscription
Shares on Second Completion;
(e) to enter the name of Mitsui into the register of members of the Company as
the holder of the First Subscription Shares on First Completion and of the
Second Subscription Shares on Second Completion;
(f) to enter the name of Jun Yanagisawa into the register of directors of the
Company as a Director on First Completion;
(g) to sign and/or despatch all documents and notices under or in connection with
or ancillary to or expedient for the purposes of the Proposed Transactions; and
(h) generally to take all such steps and actions and to do all such things as it may
consider desirable, expedient or necessary to give effect to and to complete
the Proposed Transactions and all other such ancillary matters relating thereto,
including without limitation to electronically filing any notices with the
Accounting and Corporate Regulatory Authority and/or authorising the
Company Secretary to do the same.
3. Where required, the Company Secretary be and is hereby authorised to sign, execute
and/or deliver, whether under hand or seal, the Documents.
Special resolutions:
1. Each member hereby agrees to waive in favour of Mitsui any rights of pre-emption,
rights of first refusal and other similar rights (if any) arising from and in respect of the
allotment and issue of the First Subscription Shares and Second Subscription Shares,
whether arising from regulation 41 of the existing Constitution, the New Constitution,
clause 16 of the Shareholders' Agreement or otherwise.
2. Subject to First Completion, the New Constitution be and is hereby approved and
adopted as the new constitution of the Company in substitution for, and to the
exclusion of, the existing Constitution, and without prejudice to the generality of the
foregoing, any of the Directors be and are hereby authorised to do all things
necessary or desirable in connection with its adoption, including without limitation:
(a) to sign and/or despatch all documents and notices under or in connection with
or ancillary to or expedient for the purposes of the adoption of the New
Constitution; and
3. All prior acts of any Director in connection with the transactions and documents
contemplated in these Resolutions be and are hereby confirmed, approved and ratified
in all respects as fully as if each such action(s) had been presented to the Directors
for approval, and approved by the Directors, prior to such action being taken.
The undersigned agree that the ordinary and special resolutions and consent may be
executed by all of the members of the Company in separate counterparts, with the same
force and effect as if the members had signed the same counterpart.
MEMBERS
Duly authorised signatory, for and on behalf Duly authorised signatory, for and on behalf
of Loxley & AIT Holding Company of Global Grand Trading Co., Ltd.
Limited
Signed ..................................................
Myint Ohn