SUNNINGDALE TECH LTD
ANNUAL REPORT 2014
124
2.
DEFINITIONS (cont’d)
Any reference in this Appendix to any enactment is a reference to that enactment as for the time being amended or re-enacted.
Any word defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Appendix
shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may
be.
Any reference to a time of day in this Appendix is made by reference to Singapore time unless otherwise stated.
Any discrepancies in the tables in this Appendix between the listed amounts and the totals therefore are due to rounding.
3.
THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
3.1
Rationale for Share Purchase Mandate.
The renewal of the Share Purchase Mandate will provide the Company the flexibility to undertake share purchases,
when and if the circumstances permit, subject to market conditions, during the period when the Share Purchase
Mandate is in force. A Share Purchase at the appropriate price level is one of the ways through which the return on
equity of the Group may be enhanced.
The rationale for the Company to undertake the purchase of its issued Shares as previously stated in the Company’s
Appendix 1 in the 2013 Annual Report is as follows:-
(a)
In managing the business of the Group, management strives to increase Shareholders’ value by improving, inter
alia, the return on equity of the Group. Share Purchases at the appropriate price level is one of the ways through
which the return on equity of the Group may be enhanced.
(b)
The Share Purchase Mandate is an expedient, effective and cost-efficient way for the Company to return surplus
cash, which is in excess of the financial and possible investment needs of the Group to its Shareholders. In
addition, the Share Purchase Mandate will allow the Company to have greater flexibility over, inter alia, the
Company’s share capital structure and its dividend policy.
(c)
Share repurchase programmes help buffer short-term share price volatility and off-set the effects of short-term
speculators and investors and, in turn, bolster shareholder confidence and employee morale.
(d)
To the extent allowed by law, the Share Purchase Mandate may be used to purchase existing Shares to satisfy
Awards granted under the Sunningdale Tech Restricted Share Plan and/or the Sunningdale Tech Performance
Share Plan.
While the Share Purchase Mandate would authorize a purchase of Shares up to the 10% limit, Shareholders should
note that purchases or acquisitions of Shares pursuant to the Share Purchase Mandate may not be carried out to the
full 10% limit as authorized and no purchase or acquisition of Shares would be made in circumstances which would
have or may have a material adverse effect on the financial position of the Company or the Group.
The Share Purchase Mandate will also enable the Company to undertake purchases of Shares and to hold such
purchased Shares in Treasury. Treasury shares may be used in the manner prescribed by the Companies Act. Details
on the use of treasury shares are provided in paragraphs 3.4 below.
3.2
Authority and Limits on the Share Purchase Mandate.
The authority and limitations placed on the Share Purchase Mandate, if renewed at the 2015 AGM, are substantially
the same as previously approved by the Shareholders at the previous AGMs. For the benefit of the Shareholders, the
authority and limits on the Share Purchase Mandate are as follows: -
APPENDIX 1
APPENDIX 1
