PCI LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No N)

Transcription

1 CIRCULAR DATED 27 SEPTEMBER 2016 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in the capital of PCI Limited (the "Company"), you should immediately forward this Circular together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Circular. PCI LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No N) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : Date and time of Extraordinary General Meeting : 18 October 2016 at a.m. 20 October 2016 at a.m. (or as soon thereafter following the conclusion or adjournment of the Twenty-Seventh annual general meeting of the Company to be held at a.m. on the same day and at the same place) Place of Extraordinary General Meeting : The Multi-Purpose Room 2 nd Floor 35 Pioneer Road North Singapore

2 CONTENTS Page DEFINITIONS INTRODUCTION... 5 THE PROPOSED ADOPTION OF THE NEW CONSTITUTION... 5 EXTRAORDINARY GENERAL MEETING DIRECTORS' RESPONSIBILITY STATEMENT INSPECTION OF DOCUMENTS APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 2

3 DEFINITIONS In this Circular, the following definitions apply throughout unless the context otherwise requires: "Act" : The Companies Act, Chapter 50 of Singapore "AGM" : Annual general meeting Amendment Act : The Companies (Amendment) Act 2014 "CDP" : The Central Depository (Pte) Limited "Circular" : This circular dated 27 September 2016 issued by the Company "Company" : PCI Limited "Constitution" : The constitution of the Company, as amended or modified from time to time "Directors" : The directors of the Company for the time being "EGM" : The extraordinary general meeting to be convened and held on 20 October 2016 "Existing Constitution" : The existing constitution of the Company, which was previously known as the Memorandum and Articles of Association of the Company immediately before 3 January 2016 "FY" : The financial year ended or ending 30 June 2016 "Listing Manual" "New Constitution" : The listing manual of the SGX-ST, as may be amended or modified from time to time : The new constitution of the Company, which is proposed to replace the Existing Constitution and proposed to be adopted by the Company at this EGM, containing amendments arising from, inter alia, the Amendment Act and amendments to the listing rules of the SGX-ST "Notice of EGM" : The notice of the EGM set out on page 14 of this Circular "Regulations" : The regulations of the New Constitution "Securities Account" : A securities account maintained by a Depositor with CDP (but does not include a securities sub-account) "SFA" : The Securities and Futures Act, Chapter 289 of Singapore "SGXNET" : The corporate announcement system maintained by the SGX- ST for the submission of announcements by listed companies "SGX-ST" : The Singapore Exchange Securities Trading Limited "Shareholders" : The registered holders of the Shares, except that where the registered holder is CDP, the term "Shareholders" shall, in the relation to such Shares, mean the Depositors in the Depository Register and whose Securities Accounts maintained with CDP are credited with those Shares "Shares" : Ordinary shares in the issued share capital of the Company "SIC" : Securities Industry Council 3

4 "S$" and "cents" : Singapore dollars and cents respectively, being the lawful currency of Singapore "Take-over Code" : The Singapore Code on Take-overs and Mergers "%" or "per cent." : Percentage or per centum The terms "Depositor", "Depository Register" and "Depository Agent" shall have the meanings ascribed to them respectively in Section 81SF of the SFA. The terms "associate" and "controlling shareholders" shall have the meanings ascribed to them in the Listing Manual. The terms "subsidiaries", "Substantial Shareholders" and "related corporations" shall have the meanings ascribed to them respectively in the Act. Except where specifically defined, the terms "we", "us" and "our" in this Circular refer to PCI Limited. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures that precede them. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act or any statutory modification thereof and not otherwise defined in this Circular shall, where applicable, have the same meaning assigned to it under the Act or any statutory modification thereof, as the case may be. Any reference to a time of day and date in this Circular is made by reference to Singapore time and date unless otherwise stated. [The remainder of this page has been intentionally left blank.] 4

5 PCI LIMITED (Incorporated in the Republic of Singapore) (Co. Reg. No N) Directors: Mr Peh Kwee Chim (Executive Chairman) Registered Office: 35 Pioneer Road North Singapore Mr Loh Kee Kong (Non-executive Director) Mr Peh Siong Woon Terence (Executive Vice Chairman) Mr Lo Pang Foo Steven (Lead Independent Director) Mr Ho Soo Ching (Non-executive, Independent Director) To: The Shareholders of PCI Limited 27 September 2016 Dear Sir/Madam THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY 1. INTRODUCTION The purpose of this Circular is to provide Shareholders with information relating to the proposed adoption of the new Constitution of the Company (the Proposal ). Approval of Shareholders for the Proposal will be sought at the EGM to be held on 20 October 2016 at a.m. (or as soon thereafter as the Twenty-Seventh AGM of the Company convened on the same day and at the same place at a.m. shall have concluded or shall have been adjourned), notice of which is set out on page 14 of this Circular. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Circular. If any Shareholder is in doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. 2. THE PROPOSED ADOPTION OF THE NEW CONSTITUTION 2.1 The Companies (Amendment) Act 2014 The Amendment Act, which was passed in Parliament on 8 October 2014 and took effect in two phases on 1 July 2015 and 3 January 2016 respectively, introduced wide-ranging changes to the Act. The changes aim to reduce regulatory burden on companies, provide for greater business flexibility and improve the corporate governance landscape in Singapore. The key changes include the introduction of the multiple proxies regime to enfranchise indirect investors and CPF investors, provisions to facilitate the electronic transmission of notices and documents (subject to the Listing Manual and any requirement which might be prescribed under the Listing Manual, as there is no certainty that the Listing Manual will be amended to allow for the introduction and use of electronic transmission of notices and documents at this juncture), and the merging of the Memorandum and Articles of Association of a company into one document called the Constitution. 5

6 2.2 New Constitution With effect from 3 January 2016, the Memorandum and Articles of Association of the Company which were in force immediately before 3 January 2016 would be treated as and referred to as the constitution of the Company (the Existing Constitution ). The Company is proposing to update its Existing Constitution to reflect the changes to the Act, and to do so by adopting a new constitution (the New Constitution ). The New Constitution will incorporate amendments to take into account the changes to the Act introduced under the Amendment Act. Simultaneously, the New Constitution contains updated provisions which are consistent and compliant with the prevailing listing rules of the SGX-ST, in compliance with Rule 730(2) of the listing rules of the SGX-ST (which states that if an issuer amends its Articles of Association or other constituent documents, they must be made consistent with all the listing rules prevailing at the time of amendment), as well as to address the personal data protection regime in Singapore. The Company is also taking this opportunity to streamline and rationalise certain other provisions in the New Constitution. 2.3 Summary of Principal Provisions The following is a summary of the principal provisions of the New Constitution which are significantly different from the equivalent provisions in the Existing Constitution and the significant provisions of the New Constitution which do not have equivalent provisions in the Existing Constitution, and should be read in conjunction with the proposed New Constitution which is set out in its entirety in Appendix 1 to this Circular: Companies Act The following Regulations include provisions which are in line with the Act, as amended pursuant to the Amendment Act:- (a) Regulation 3 (Article 3 of the Existing Constitution). Regulation 3, which relates to the objects clauses contained in the Existing Constitution are proposed to be deleted and substituted with a general provision in the New Constitution to the effect that, subject to the provisions of the Act or any other written law and its constitution, the Company has:- (i) (ii) full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and for these purposes, full rights, powers and privileges. This is in line with Section 23 of the Act, which provides that a company has full capacity to carry on or undertake any business or activity, do any act or enter into any transactions, subject to the law and to the provisions of its constitution. (b) Regulation 2 (Article 2 of the Existing Constitution). Regulation 2, which is the interpretation section of the New Constitution, includes the following additional/revised provisions:- (i) (ii) new definitions of address to clarify that these expressions mean, in relation to any Shareholder, his physical address for the service or delivery of notices or documents personally or by post, except where otherwise expressly specified; revised definitions of in writing or written to clarify that these include any representation or reproduction of words, symbols or other information which may be displayed in a visible form, whether physical or electronic. This would facilitate, for example, a proxy instrument being in either physical or electronic form; 6

7 (iii) a new provision stating that the expressions Depository, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in the SFA. This follows the migration of the provisions in the Act which relate to the Central Depository System to the SFA pursuant to the Amendment Act; and (iv) a new provision stating that the expressions electronic communication and relevant intermediary shall have the meanings ascribed to them respectively in the Act. This follows the introduction of new provisions facilitating electronic communication and the multiple proxies regime pursuant to the Amendment Act. (c) (d) Regulation 7(3) (New Regulation). This Regulation provides that new shares may be issued for no consideration and is consistent with new Section 68 of the Act, which clarifies that a company having a share capital may issue shares for which no consideration is payable to the issuing company. Regulation 19 (Article 19 of the Existing Constitution). The requirement to disclose the amount paid on the shares in the share certificate relating to those shares has been removed in Regulation 19, which relates to share certificates. A share certificate need only state (inter alia) the number and class of the shares, whether the shares are fully or partly paid up, and the amount (if any) unpaid on the shares. This follows the amendments to Section 123(2) of the Act pursuant to the Amendment Act. (e) Regulations 62 (Article 62 of the Existing Constitution). Regulation 62, which relates to the Company s power to alter its share capital, has new provisions which empower the Company, by Ordinary Resolution, to convert its share capital or any class of shares from one currency to another currency. This is in line with new Section 73 of the Act, which sets out the procedure for such re-denominations. (f) Regulation 77 (Article 77 of the Existing Constitution). Regulation 77, which relates to the routine business that is transacted at an AGM, has been revised to substitute the references to balance-sheet and other accounts and documents required to be annexed thereto with financial statements, and references to the reports of the Directors with Directors statement, for consistency with the updated terminology in the Act. (g) Regulation 82 (Article 82 of the Existing Constitution). Regulation 82, which relates to the method of voting at a general meeting where mandatory polling is not required, the threshold for eligibility to demand a poll is now indicated 5% of the total voting rights of the members having the right to vote at the meeting. This is in line with Section 178 of the Act, as amended pursuant to the Amendment Act. This Regulation 82 has also been amended to provide that if required by the Listing Manual, all resolutions at General Meetings be voted by poll unless such requirement is waived by the SGX-ST. This amendment is in line with Rule 730A(2) of the Listing Manual which requires all resolutions at General Meetings to be voted by poll. (h) Regulations 88A (New Regulation), 95 and 96 (Article 95 and 96 of the Existing Constitution). Regulations 88A, 95 and 96, which relate to the voting rights of Shareholders, have new provisions which cater to the multiple proxies regime introduced by the Amendment Act. The multiple proxies regime allows relevant intermediaries, such as banks, capital markets services licence holders which provide custodial services for securities and the CPF Board, to appoint more than two proxies to attend, speak and vote at general meetings. In particular, Regulations 88A, 95 and 96 provide that: (i) a Shareholder who is a relevant intermediary may appoint more than two proxies to attend, speak and vote at the same general meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such Shareholder, and 7

8 where such Shareholder s form of proxy appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed must be specified in the form of proxy. This is in line with new Section 181(1C) of the Act; (ii) (iii) in the case of a Shareholder who is a relevant intermediary and who is represented at a general meeting by two or more proxies, each proxy shall be entitled to vote on a show of hands. This is in line with new Section 181(1D) of the Act; and the Company will be entitled to reject an instrument of proxy lodged by a Depositor if he is not shown to have any shares entered against his name in the Depository Register as at 72 (previously 48) hours before the time of the relevant general meeting. Consequential changes have also been made to make it clear that the number of votes which a Depositor or his proxy can cast on a poll is the number of shares entered against his name in the Depository Register as at 72 hours before the time of the relevant general meeting. This is in line with new Section 81SJ(4) of the SFA. The cut-off time for the deposit of instruments appointing proxies has also been extended from 48 to 72 hours before the time appointed for holding the general meeting in Regulation 95, which relates to the deposit of proxies. This is in line with Section 178(1)(c) of the Act, as amended pursuant to the Amendment Act. (i) Regulation 108 (Article 108 of the Existing Constitution). Regulation 108, which relates to the power of Directors to hold an office of profit and to contract with the Company, has been expanded to extend the obligation of a Director to disclose interests in transactions or proposed transactions with the Company, which might create duties or interests in conflict with those as Director, to also apply to a Chief Executive Office (or person(s) holding an equivalent position). This is in line with Section 156 of the Act, as amended pursuant to the Amendment Act. (j) Regulation 118 (Article 118 of the Existing Constitution). Regulation 118, which relates to the general powers of the Directors to manage the Company s business, clarifies that the business and affairs of the Company is to be managed by, or under the direction of or, additionally, under the supervision of, the Directors. This is in line with Section 157A of the Act, as amended pursuant to the Amendment Act. (k) Regulation 157 (Article 157 of the Existing Constitution). Regulation 157, which relates to the sending of the Company s financial statements and related documents to Shareholders, additionally provides that such documents may be sent less than 14 days before the date of the general meeting with the agreement of all persons entitled to receive notices of general meetings. This is in line with new Section 203(2) of the Act, which provides that the requisite financial statements and other related documents may be sent less than 14 days before the date of the general meeting at which they are to be laid if all the persons entitled to receive notice of general meetings of the company so agree. The references to the Company s profit and loss account and Directors report have also been updated in Regulations 77, 151, 155 and 158 to substitute them with references to the financial statements and the Directors statement, as appropriate, for consistency with the updated terminology in the Companies Act. Notwithstanding this provision, the Company is currently required to comply with Rule 707(2) of the Listing Rules which states that an issuer must issue its annual report to shareholders and the SGX-ST at least 14 days before the date of its AGM. 8

9 (l) Regulations 162 (Article 162 of the Existing Constitution). Regulation 162, which relates to the service of notices to Shareholders, has new provisions to facilitate the electronic transmission of notices and documents following the introduction of simplified procedures for the sending of notices and documents electronically pursuant to new section 387C of the Act. Companies can, subject to certain statutory safeguards, make use of these simplified procedures so long as the specified modes of electronic transmission are set out in the constitution. Section 387C of the Act further provides that a notice or document may be given, sent or served using electronic communications with the express, implied or deemed consent of a member in accordance with the constitution of the company. Under new section 387C, regulations may be made to exclude any notice or document or any class of notices or documents from the application of section 387C, provide for safeguards for the use of electronic communications under section 387C, and provide that a member who is deemed to have consented to receive notices or documents by way of electronic communications may make a fresh election to receive such notice or document as a physical copy and the manner in which the fresh election may be made. The Act has provided the following definitions which we replicate below for ease of reference:- (i) (ii) A member is taken to have given implied consent if the constitution (a) provides for the use of electronic communications; (b) specifies the manner in which electronic communications is to be used; and (c) provides that the member shall agree to receive such notice or document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such notice or document. A member is deemed to have consented if the constitution (a) provides for the use of electronic communication; (b) specifies the manner in which electronic communications is to be used; and (c) specifies that the member will be given an opportunity to elect, within a specified period of time (the specified time) whether to receive such notice or document by way of electronic communications or as a physical copy. Accordingly, a member may also express his or its consent to receive notices and documents by way of electronic communication by submitting such intention in writing to the company, subject to the constitution of the company. In particular, Regulation 162 provides that:- (i) (ii) notices and documents may be sent to members using electronic communications either to a member s current address (which may be an address) or by making it available on a website; and for these purposes, a member is deemed to have agreed to receive such notice or document by way of electronic communications and notwithstanding the above, the members will be given an opportunity to elect, within a specified period of time (the specified time) whether to receive such notice or document by way of electronic communications or as a physical copy, and a member is deemed to have consented to receive such notice or document by way of electronic communications if he was given such an opportunity but failed to opt out within the specified time. It should be noted, however, that the introduction and use of the electronic transmission of notices and documents by the Company as provided for in Regulation 162 is subject to the Listing Manual and any requirement which 9

10 might be prescribed under the Listing Manual. In addition, please note that there is no certainty that the Listing Manual will be amended to allow for the introduction and use of electronic transmission of notices and documents. Regulation 162 additionally provides for when service is effected in the case of notices or documents sent by electronic communications. In particular, where a notice or document is made available on a website, it is deemed served on the date on which the notice or document is first made available on the website, unless otherwise provided under the Act and/or other applicable regulations or procedures. Subject to Shareholders approval being obtained at the EGM of the Company, the Regulation 162 will adopt the Act s definition of deemed consent as set out above. The Company wishes to highlight to the Shareholders that if any Shareholder does not agree to the proposed adoption of deemed consent in relation to the electronic transmission of notices and documents in accordance with the Constitution, Shareholders may vote against the resolution in relation to the proposed adoption of the New Constitution of the Company Listing Rules The following Regulations have been updated for consistency with the prevailing listing rules of the SGX-ST, in accordance with Rule 730(2) of the Listing Manual: (a) Regulation 45 (Article 45 of the Existing Constitution). Regulation 45, which provides that the Directors may decline to register any transfer of shares on which the Company has a lien, has been amended to further provide that there shall be no restriction on the transfer of fully paid securities except where required by law or by any applicable rules of the SGX-ST. This clarification is in line with paragraph 4(c) of Appendix 2.2 of the Listing Manual. (b) Regulation 73 (Article 73 of the Existing Constitution). Regulation 73, which sets out the timelines by which the Company has to send out notices of General Meeting to Shareholders, has been amended to:- (i) (ii) clarify that the requirement to send out such notices 14 days before the General Meeting excludes the date of notice and the date of meeting; and state that where such notices contain special resolutions, they must be given to shareholders at least 21 days before the meeting (excluding the date of notice and the date of meeting). These clarifications are in line with paragraph 7 of Appendix 2.2 of the SGX- ST Listing Manual which, inter alia, sets out the above requirements. (c) Regulations 82 (Article 82 of the Existing Constitution). Regulation 82, which states that resolutions that are put to a vote at General Meetings shall be decided on a show of hands unless a poll is demanded, has been amended to provide that if required by the Listing Manual, all resolutions at General Meetings be voted by poll unless such requirement is waived by the SGX-ST. This amendment is in line with Rule 730A(2) of the Listing Manual which requires all resolutions at General Meetings to be voted by poll. Regulation 84 (which describes the procedure where there is an equality of votes), and Regulation 84 (which states that polls shall not be demanded on the election of a Chairman), to provide that these are subject to Regulation 62 which imposes the requirement that all resolutions at General Meetings be voted by poll. 10

11 (d) Regulation 88 (Article 88 of the Existing Constitution). Regulation 88, which sets out the voting rights of Shareholders, has been amended to clarify that a holder of ordinary shares shall be entitled to be present and to vote at any General Meeting in respect of any share or shares upon which all calls due to the Company have been paid. This amendment is in line with paragraph 8 of Appendix 2.2 of the Listing Manual which imposes such a requirement. (e) Regulation 107 (Article 107 of the Existing Constitution). Regulation 107, which sets out the grounds on which the office of Director shall be vacant, has been amended to introduce an additional ground i.e. where the Director has been disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds. This amendment is in line with paragraph 9(n) of Appendix 2.2 of the SGX-ST Listing Manual which provides that a director who is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds must immediately resign from the Board Personal Data Protection Act In general, under the Personal Data Protection Act 2012 ( PDPA ), an organisation can only collect, use or disclose the personal data of an individual with the individual s consent, and for a reasonable purpose which the organisation has made known to the individual. Regulation 174 set out, inter alia, the purposes for which the Company and/or its agents and service providers can collect, use and disclose personal data of Shareholders and their appointed proxies or representatives in the New Constitution. The new Regulation 174 has been inserted to allow the Company to fulfill the requirements of the PDPA and allow it to use the personal data of the Shareholders for the purposes stated in the Regulations, as required in the Company s operations. Given the Company s changing Shareholders due to its listed status, the ability to automatically bind the Shareholders to these uses of their personal data through the New Constitution is highly beneficial for the Company, and the inclusion of these provisions in the New Constitution would also enable Shareholders to be informed and aware of the purposes for which their personal data may be used. 3. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 14 of this Circular, will be held at the Multi- Purpose Room, 2 nd Floor, 35 Pioneer Road North, Singapore on 20 October 2016 at a.m. (or as soon thereafter as the Twenty-Seventh AGM of the Company convened on the same day and at the same place at a.m. shall have concluded or shall have been adjourned) for the purpose of considering and, if thought fit, passing, with or without any modifications, the resolution set out in the notice of EGM. Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf will find attached to this Circular a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive at the registered office of the Company not later than 48 hours before the time fixed for holding the EGM. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM if he so wishes. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the EGM. 4. DIRECTORS' RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the proposed renewal of the Proposals, the Company and its subsidiaries 11

12 and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context. 5. INSPECTION OF DOCUMENTS The following documents may be inspected at the registered office of the Company during normal business hours from the date of this Circular up to and including the date of the EGM:- (a) (b) the Existing Constitution of the Company; and the Annual Report of the Company for FY2016. Yours faithfully For and on behalf of the Board of Directors of PCI LIMITED Peh Kwee Chim Executive Chairman 27 September

13 APPENDIX 1 (New Constitution) 13

14 THE COMPANIES ACT, (CAP. 50) PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PCI LIMITED (amended wef: ) (fka PCI (1989) Pte. Ltd) (fka: Oslina Pte Ltd) 1. The name of the Company is PCI LIMITED. Amended wef The registered office of the Company is situated in the Republic of Singapore. 3. The objects for which the Company is established are:- (a) (b) (c) To carry on the business of manufacturers, designers, assemblers, importers, exporters, wholesalers, retailers, repairers, installers, merchants, storers, warehousers of and dealers in printed circuit boards and apparatus of every description and components and parts and accessories of all kinds which could conveniently be used or are capable of being used in connection therewith. To carry on the business or businesses of manufacturers, assemblers, fabricators, designers, packers, consultants, experts, importers, exporters, buyers, sellers, hirers, renters, repairers of an distributors, wholesalers and dealers in electrical and electronic appliances, equipment, apparatus cables, wires and component parts of every description and in particular, in liquid crystal displays, modules, cordless telephones including accessories, supplies component parts and repair parts and supplies of all kinds which could conveniently be used or be capable of being used in connection therewith, and as sole agents of and in the products and servicing the products and as commission agents, mechanical, electrical, and electronic engineers. To carry out researches, investigations and experimental work of every description in relation to the design, manufacturer and development of all kinds of electrical, electronic appliances, electronics and to apply for Amended on Amended on

15 2 purchase or otherwise acquire any contracts, decrees, patents, copyrights and designs, for or in relation to the objects of the company, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company. (d) (e) (f) (g) (h) (i) (j) (k) To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above objects, or calculated directly or indirectly to enhance the value of or render more profitable any of the Company s property. To purchase or by any other means acquire and take options over any freehold, leasehold or other real or personal property for any estate or interest whatever, and any rights or privileges of any kind over or in respect of any real or personal property. To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, use in connection with the Company s business or any part thereof, grant licences, options, rights and privileges in respect of or otherwise deal with all or any part of the property and rights of the Company, both real and personal and to give any warranties in connection therewith as the Company shall think fit. To carry on all or any of the business usually carried on by land investment, land mortgage and real estate companies in all their several braches. To apply for, register, purchase, or by other means acquire protect by all necessary lawful means, prolong and renew, anywhere in the world, any patents, patent rights, brevets d invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire. To acquire and undertake the whole or any part of the business, goodwill and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for cooperation, or for mutual assistance with any such person, firm or company or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock, or securities that may be agreed upon, and to hold and retain, or sell, mortgage, and deal with any shares, debentures, debenture stock, or securities so received. To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold, sell or otherwise deal with any investments made. To lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds other than those in the nature of insurance business, to become security for any person, firms or companies and to receive money, stocks, bonds, certificates, securities, deeds and property on deposit or for safe

16 3 custody or management. (l) (m) (n) (o) (p) (q) (r) To borrow and raise money in such manner as the Company shall think fit and to secure the repayment of any money borrowed, raised, or owing, by mortgage, charge, lien or other security upon the whole or any part of the Company s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it. To draw, make, accept, endorse, discount, negotiate, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments. To subscribe for, take, purchase, or otherwise acquire and hold and to sell, exchange, deal in and otherwise dispose of shares or other interests in or securities of any other company whether having objects similar to or different from those of the Company or carrying on any business capable of being carried on so as directly or indirectly to benefit the Company or enhance the value of any of its property and to coordinate, finance and manage the business and operations of any company in which the Company holds any such interest. To act as director, agents, brokers and managers and as trustees for any person, firm or company, and to undertake and perform sub-contracts, and also to act in any of the businesses of the Company through or by means of agents, brokers, sub-contractors or others. To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing subscription of any shares or other securities of the Company and to accept stock or shares in, or the debentures, mortgage debentures, or other securities of any other company in payment or part payment for any services rendered, or for any sale made to, or debt owing from, any such company. To support and subscribe to any charitable or public object, and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its employees, or may be connected with any town or place where the Company carries on business, to give or award pension, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid to any persons who are or have been Directors of or who are or have been employed by, or who are serving or have served the Company, or of any company which is a subsidiary or associated company of the Company or the holding company of the Company or of the predecessors in business of the Company or of such subsidiary associated or holding company and to the wives, widows, children and other relatives and dependants of such person; to make payments towards insurance and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the

17 4 employees of the Company or of any such subsidiary or holding company and to lend money to any such employees or to trustees on their behalf to enable any such share purchase schemes to be established or maintained. (s) (t) (u) (v) (w) (x) To take part in the floating, promotion, registration or incorporation of any company, corporation, society, fund, club, firm or business for the purpose of acquiring the whole or any part of the business or property and undertaking any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company or other such organisation as aforesaid. To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same. To distribute among the Members of the Company in kind any property of the Company of any kind. To procure the Company to be registered or recognised in any part of the world. To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise and by or through agents or otherwise and either alone or in conjunction with others. To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them. And it is hereby declared that a) the word Company in this clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons whether corporate or incorporate, and whether domiciled in Singapore or elsewhere, and b) the objects set forth in each sub-clause of this Clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited or restricted by application of the ejusdem generis rule or by reference to or inference from any other object or objects set forth in such subclause or from the terms of any other sub-clause or by the name of the Company. None of such sub-clauses or the object or objects therein specified the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub-clause, but the Company shall have as full a power to exercise all or any other objects conferred by and provided in each of the said sub-clauses as if each subclause contained the objects of a separate company. 4. The liability of the members is limited. 5. The authorised share capital of the Company is $75,000, divided into 300,000,000 ordinary shares of $0.25 each with power to increase or reduce the Amended on

18 5 same and to issue any of the shares in the capital original or increased with or subject to any preferential special or qualified rights or conditions as regards dividends, repayment of capital, voting or otherwise. WE, the several persons whose names, addresses and descriptions are hereto subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names:- Names, Addresses and Descriptions of Subscribers Number of Shares Taken by each Subscriber CHEONG YIN CHUAN 435-B RIVER VALLEY ROAD SINGAPORE 1024 ONE COMPANY DIRECTOR SINGAPOREAN I/C NO /I TAN YEN HUA APT BLK 17 MARINE TERRACE #05-82 SINGAPORE 1544 ONE COMPANY EXECUTIVE SINGAPOREAN I/C NO /Z Total Number of Shares Taken TWO Dated this 5 day of December, Witness to above signatures:- WONG CHENG HAN PRACTISING CHARTERED SECRETARY 30 ROBINSON ROAD #05-01/02 CITY HOUSE SINGAPORE 0106

19 6 THE COMPANIES ACT, (CAP. 50) PUBLIC COMPANY LIMITED BY SHARES CONSTITUTION OF PCI LIMITED PCI LIMITEDTABLE A EXCLUDED 1. (a) The name of the Company is PCI Limited. PCI Limited. 1.1A. (b) The registered office of the Company is situated in the Republic of Singapore. (c) The liability of the Members is limited. (d) The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively and preferential, deferred or other special rights, privileges, conditions or restrictions as to Dividend, capital, voting or otherwise. MODEL CONSTITUTION The regulations in Table ARegulations in the Fourth Schedule tomodel constitution prescribed under Section 36(1) of the Companies Act., Chapter 50 shall not apply to the Company except so far as the same are repeated or contained in these Articlesthis Constitution. INTERPRETATION Table A Model Constitution excluded. 2. In these Articlesthis Constitution, unless the subject or context otherwise requires, the words standingand expressions set out in the first column of the table next hereinafter containedbelow shall bear the meaningmeanings set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:- Interpretation. WORDS MEANING Company PCI LIMITED Meanings. Act The Companies Act (Cap. 50) or any other statutory modification or re-enactment thereof for the time Meanings.

20 7 being in force. address or registered address Auditor Articlesbook-entry securities In respect of any Member, his physical address for the service or delivery of notices or documents personally or by post, unless otherwise expressly provided in this Constitution. Shall have the meaning ascribed to it in the Act. These Articles of Association as originally framed or as altered from time to time by Special Resolution. Listed securities:- (a) (b) documents of title to which are deposited by a Depositor with the CDP and are registered in the name of the CDP or its nominee; and which are transferable by way of book-entry into the Depository Register and not by way of an instrument of transfer. CDP Chairman Company Constitution Depositor Depository Depository Agent The Central Depository (Pte) Limited and, where the context requires, shall include any person specified by it, in a notice given to the Company, as its nominee. The Chairmanchairman of the Board of Directors foror the time being.chairman of the General Meeting as the case may be. The abovenamed company by whatever name from time to time called. This Constitution or other regulations of the Company for the time being in force. A person being a Depository Agent or a holder of a Securities Account maintained with CDP. CDP or any other corporation approved by the Monetary Authority of Singapore as a depository company or corporation for the purposes of the SFA, which operates the Central Depository System for the holding and transfer of book-entry securities. An entity registered as a Depository Agent with CDP for the purpose of maintaining securities subaccounts for its own account and for the account of others. A member of the Exchange, a trust company licensed under the Trust Companies Act (Cap. 336), a bank licensed under the Banking Act (Cap. 19), any merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186) or any other person or body approved by the Depository who or which:- (a) performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement

21 8 entered into between the Depository and the depository agent; (b) (c) deposits book-entry securities with the Depository on behalf of the sub-account holders; and establishes an account in its name with the Depository. Depository Register Directors, or the Board Dividend electronic communication Exchange General Meeting Instruments in writing or written Liquidator Managing Director Market day Member A register maintained by CDP in respect of bookentry securities. The Directorsdirectors for the time being of the Company., as a body or as a quorum present at a meeting of the directors. Includes bonus and payment by way of bonus. Shall have the same meaning ascribed to it in the Act. Singapore Exchange Securities Trading Limited and its successors and assigns. A general meeting of the Company. Offers, agreements or options that might or would require shares to be issued (including but not limited to the creation and issue of warrants, debentures or other instruments convertible or exchangeable into shares). Written or produced by any substitute for writing or partly one and partly the other, and includes (except where otherwise expressly specified in this Constitution or the context otherwise requires, and subject to any limitations, conditions or restrictions contained in the Act) printing, lithography, typewriting and any other mode of representing or reproducing words, symbols or other information which may be displayed in visible form, whether in a physical document or in an electronic communication or form or otherwise howsoever. Shall have the same meaning ascribed to it in the Act. Any person appointed by the Directors to be the managing director in accordance with this Constitution. A day on which the Exchange is open for the trading of Securitiesin securities. A registered holder of shares of the Company. Any registered holder of shares in the Company or, where such registered holder is CDP, the Depositors on whose behalf CDP holds the shares. References in this Constitution to Members shall, where the Act requires, exclude the Company where it is a Member Amended on Inserted on Inserted on

22 9 by reason of its holding of its shares as Treasury Shares. Monthmonth Office Register Regulations relevant intermediary Seal Secretary Securities Account SFA Statutes Stock Exchange Treasury Shares Calendar Monthmonth. The registered office for the time being of the Company. The Register of Members to be kept pursuant to Section 190 of the Act. The regulations of this Constitution as from time to time amended. Shall have the meaning ascribed to it in the Act. The Common Sealcommon seal of the Company. Any person appointed to perform the duties of the Secretary of the Company and includes any personor where two or more persons are appointed to perform the duties ofact as Secretary temporarily., any one of those persons. AThe securities account or sub-account maintained by a Depositor with CDP. The Securities and Future Act (Cap. 289) or other statutory modification or re-enactment thereof for the time being in force. The Act, SFA and every other act or ordinance being in force concerning companies and affecting the Company. The Exchange or any stock exchange on which the shares of the Company are listed or quoted. Shall have the same meaning ascribed to it in the Act. year Calendar year. Writing shall include printing and lithography and any other mode or modes of representing or reproducing words in a visible form. Words importingdenoting the singular number only shall include the plural number, and vice versa. Words importingdenoting the masculine gender only shall include the feminine and neuter gender.. Words importingdenoting persons shall include corporations. Subject as aforesaid, any words or expressions defined in the Act or the Interpretation Act (Cap. 31) shall, except where the subject or context forbids, bear the same meanings in these Articlesthis Constitution. The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of these ArticlesRegulations.