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THE COMPANIES ACT (CAP. 50)
_____________________________________
PRIVATE COMPANY LIMITED BY SHARES
_____________________________________
AMENDED AND RESTATED CONSTITUTION
OF
ASIA PROJECTS ENGINEERING PRIVATE LIMITED
Company Registration No. 197000563N
_______________________________________________________________________
Incorporated on the 13 th day of July 1970
_______________________________________________________________________
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THE COMPANIES ACT (CAP. 50)
_____________________________________
PRIVATE COMPANY LIMITED BY SHARES
_____________________________________
AMENDED AND RESTATED CONSTITUTION
OF
ASIA PROJECTS ENGINEERING PRIVATE LIMITED
Company Registration No. 197000563N
(Adopted by way of special resolution of the Company dated 8 th day of June 2018)
_______________________________________________________________________
1. The name of the Company is “ ASIA PROJECTS ENGINEERING PRIVATE LIMITED ”.
2. The registered office of the Company is to be situated in the Republic of Singapore.
3. The liability of the members is limited. The Company is a private company, and accordingly:
3.1 the number of the members of the Company (not including persons who are in
the employment of the Company or of its subsidiary(ies), and persons who,
having been formerly in the employment of the Company or of its subsidiary(ies),
were while in that employment, and have continued after the determination of that
employment to be, members of the Company) shall be limited to 50, provided that
where two (2) or more persons hold one (1) or more shares in the Company
jointly, they shall, for the purposes of this regulation, be treated as a single
member; and
3.2 the right to transfer the shares of the Company shall be restricted in the manner
hereinafter appearing.
4. The share capital of the Company, at the date of incorporation, is S$2 divided into 2 shares
of S$1 each.
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Interpretation
5. In this Constitution, unless the context otherwise requires:
“Act” means the Companies Act (Cap. 50) including any statutory
modification thereof for the time being in force;
“board of directors” means the board of director of the Company;
“directors” means the directors of the Company;
“electronic register of
members”
means the electronic register of members kept and maintained
by the Registrar for private companies under section 196A of
the Act;
“general meeting” means a general meeting of the Company;
“member” means a member of the Company;
“Registrar” has the same meaning as in section 4(1) of the Act;
“seal” means the common seal of the Company; and
“secretary” means a secretary of the Company appointed under section
171 of the Act.
6. In this Constitution:
6.1 expressions referring to writing include, unless the contrary intention appears, references to
printing, lithography, photography and other modes of representing or reproducing words in a
visible form;
6.2 words or expressions contained in this Constitution must be interpreted in accordance with the
provisions of the Interpretation Act (Cap. 1);
6.3 words importing the singular shall include the plural and vice versa;
6.4 references to persons shall include individuals, bodies corporate (wherever incorporated),
unincorporated associations and partnerships;
6.5 references to one gender or “it” to include all genders and, if applicable, bodies corporate
or any other persons of any nature; and
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6.6 any reference to an enactment or statutory provision is a reference to it as it may have been,
or may from time to time be, modified, consolidated or re-enacted.
Share capital and variation of rights
7. Without prejudice to any special rights previously conferred on the holders of any existing shares or
class of shares but subject to the Act, shares in the Company may be issued by the directors.
8. Shares in the Company may be divided into several classes and there may be attached thereto
respectively any preferred, deferred, or other special rights or restrictions, whether in regard to
dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of
the Company, determine.
9. If at any time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not
the Company is being wound up, be varied with:
9.1 the consent in writing of the holders of 75% of the issued shares of that class; or
9.2 the sanction of a special resolution passed at a separate general meeting of the holders of the
shares of the class.
10. The provisions of this Constitution relating to general meetings apply with the necessary modifications
to every separate general meeting of the holders of the shares of the class referred to in Regulation 9,
except that:
10.1 the necessary quorum is any member holding or representing by proxy one-third of the issued
shares of the class, provided that where the Company has only a sole member holding
issued shares of that particular class, the necessary quorum shall be such sole member;
and
10.2 any holder of shares of the class present in person or by proxy may demand a poll.
11. Section 184 of the Act applies with the necessary modifications to every special resolution passed at
a separate general meeting of the holders of the shares of the class under Regulation 9.
12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights
are, unless otherwise expressly provided by the terms of issue of the shares of that class, treated as
being varied by the creation or issue of further shares which ranks equally with the shares of that class.
13. The Company may on any issue of shares pay any brokerage that is permitted by law.
14. Except as required by law, no person is to be recognised by the Company as holding any share
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upon any trust.
15. Except as required by law or by this Constitution, the Company is not bound by or compelled in any
way to recognize:
15.1 any equitable, contingent, future or partial interest in any share or unit of a share; or
15.2 any other rights in respect of any share or unit of share,
other than the registered holder’s absolute right to the entirety of the share or unit of share.
15.3 Regulation 15 applies even when the Company has notice of any interest or right referred to
in Regulations 15.1 or 15.2.
16. Every person whose name is entered as a member in the electronic register of members is entitled
without payment to receive a certificate under the seal of the Company in accordance with the Act.
17. In respect of a share or shares held jointly by several persons, the Company is not bound to issue
more than one (1) certificate, and delivery of a certificate for a share to one (1) of several joint holders
is sufficient delivery to all such holders.
Lien
18. The Company has a first and paramount lien on:
18.1 every share (that is not a fully paid share) for all money (whether presently payable or not)
called or payable at a fixed time in respect of that share; and
18.2 all shares (other than fully paid shares) registered in the name of a single person for all money
presently payable by the person or the person’s estate to the Company.
19. The Company’s lien, if any, on a share extends to all dividends payable on the share.
20. The directors may at any time declare any share to be wholly or partly exempt from Regulation 18 or
19, or both.
21. Subject to Regulation 22, the Company may sell, in any manner as the directors think fit, any shares
on which the Company has a lien.
22. No sale may be made under Regulation 21 unless:
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22.1 a sum in respect of which the lien exists is presently payable;
22.2 a notice in writing, stating and demanding payment of the amount in respect of which the lien
exists as is presently payable, has been given by the Company to the registered holder for the
time being of the share, or the person entitled to the share by reason of the death or
bankruptcy of the registered holder of the share; and
22.3 a period of 14 days has expired after the giving of the notice in Regulation 22.2.
23. To give effect to any sale of shares under Regulation 21, the directors may authorise any person to
transfer the shares sold to the purchaser of the shares.
24. Subject to Regulations 44, 45, 46 and 47, the Company must lodge a notice of transfer of shares in
relation to the shares sold to the purchaser with the Registrar.
25. The purchaser of any shares referred to in Regulation 23 is not bound to see to the application of the
purchase money, and the purchaser’s title to the shares is not affected by any irregularity or invalidity in
the proceedings with respect to the sale of the shares.
26. The proceeds of any sale of shares under Regulation 21 received by the Company must be applied in
payment of any part of the amount in respect of which the lien exists as is presently payable.
27. Any remaining proceeds from the sale of shares must (subject to any lien for sums not presently
payable as existed upon the shares before the sale but which have become presently payable) be paid
to the person entitled to the shares at the date of the sale.
Calls on shares
28. The directors may from time to time make calls upon the members in respect of any money unpaid on
their shares, other than in accordance with the conditions of the allotment of the shares, if both of the
following conditions are met:
28.1 no call is payable at less than one (1) month after the date fixed for the payment of the last
preceding call;
28.2 at least 14 days’ notice specifying the time or times and the place of payment is given by the
Company to the members.
29. Each member must pay to the Company at the time or times and place specified in the notice referred
to in Regulation 28.2 the amount called on the member’s shares.
30. The directors may revoke or postpone a call.
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31. A call is treated as having been made at the time when the resolution of the directors authorising the
call was passed.
32. A call may be required to be paid by instalments.
33. The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.
34. If a sum called in respect of a share is not paid before or on the day appointed for payment of the
sum, the person from whom the sum is due must pay interest on the sum for the period beginning on
the day appointed for payment of the sum to the time of actual payment of the sum at such rate not
exceeding 8% per annum as the directors may determine.
35. The directors may waive, wholly or in part, the payment of the interest referred to in Regulation 34.
36. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any fixed date
is to be treated as a call duly made and payable on the date on which, by the terms of issue of the
share, the sum becomes payable.
37. In the case of non-payment of any sum referred to in Regulation 36, all the provisions of this
Constitution as to payment of interest and expenses and forfeiture apply as if the sum had become
payable by virtue of a call duly made and notified.
38. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls
to be paid and the times of payment.
39. The directors may, if they think fit, receive in advance from any member (if the member is willing) all
or any part of the money uncalled and unpaid upon any shares held by the member.
40. Upon the Company receiving the money referred to in Regulation 39, the directors may (until the amount
would, but for the advance, become payable) pay interest to the member at such rate not exceeding
(unless the Company in general meeting otherwise directs) 8% per annum as may be agreed upon
between the directors and the member.
Transfer of shares
41. Subject to this Constitution, any member may transfer all or any of the member’s shares by instrument
in writing in any usual or common form or in any other form which the directors may approve.
42. The instrument of transfer must be executed by or on behalf of the transferor.
43. The transferor remains the holder of the shares transferred until the name of the transferee is entered
in the electronic register of members.
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44. To enable the Company to lodge a notice of transfer of shares with the Registrar under section
128(1)( a ) of the Act, the following items in relation to the transfer of shares must be delivered by the
transferor to the registered office of the Company:
44.1 the instrument of transfer;
44.2 a fee not exceeding $1.00 as the directors from time to time may require;
44.3 the certificate of the shares to which the instrument of transfer relates;
44.4 any other evidence as the directors may reasonably require to show the right of the transferor
to make the transfer.
45. Upon receipt of the items referred to in Regulation 44, the Company must, subject to Regulation 46,
lodge with the Registrar a notice of transfer of shares in accordance with section 128 of the Act and
retain the instrument of transfer referred to in Regulation 41 and 42.
46. The directors may decline to lodge a notice of transfer of shares with the Registrar if:
46.1 the shares are not fully paid shares;
46.2 the directors do not approve of the transferee; or
46.3 the Company has a lien on the shares.
47. The lodging of any notice of transfer of shares with the Registrar for the purpose of updating the
electronic register of members may be suspended at any time and for any period as the directors may
from time to time determine, but not for more than a total of 30 days in any year.
Transmission of shares
48. Where a sole holder of shares of the Company dies, the Company may recognise only the legal
personal representatives of the deceased as having any title to the deceased’s interest in the shares.
49. Where a joint holder of shares of the Company dies, the Company may recognise only the survivor
or survivors of the deceased as having any title to the deceased’s interest in the shares.
50. Nothing in Regulation 49 releases the estate of the deceased from any liability in respect of any
share which had been jointly held by the deceased with other persons.
51. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member
may, upon such evidence being produced as may from time to time properly be required by the
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directors, elect to:
51.1 be registered as holder of the share in the electronic register of members; or
51.2 nominate another person to be registered as the transferee of the share in the electronic
register of members.
52. Despite Regulation 51, the directors have the same right to decline or suspend the lodging of a notice
of transfer of shares with the Registrar for the purpose of updating the electronic register of members
under Regulations 46 and 47 as they would have had in the case of a transfer of the share by the
member referred to in Regulation 51 before the death or bankruptcy of the member.
53. If a person becoming entitled to a share in consequence of the death or bankruptcy of a member elects
to be registered as holder of the share in the electronic register of members, the person must deliver or
send to the Company a notice in writing signed by the person stating that the person elects to be
registered in the electronic register of members as the holder of the share.
54. If a person becoming entitled to a share in consequence of the death or bankruptcy of a member elects
to nominate another person to be registered as the transferee of the share in the electronic register of
members, the person must execute a transfer to that other person a transfer of the share.
55. All the limitations, restrictions, and provisions of this Constitution relating to the right to transfer and the
lodging of a notice of transfer by the Company in relation to any transfer of shares are applicable to any
notice referred to in Regulation 53 or transfer referred to in Regulation 54, as if the death or bankruptcy
of the member concerned had not occurred and the notice or transfer were a transfer signed by the
member.
56. Where the registered holder of any share dies or becomes bankrupt, the personal representative of the
registered holder or the assignee of the registered holder’s estate, as the case may be, is, upon the
production of such evidence as may from time to time be properly required by the directors, entitled to
the same dividends and other advantages, and to the same rights (whether in relation to meetings of the
Company, or to voting, or otherwise), that the registered holder would have been entitled to if the
registered holder had not died or become bankrupt.
57. Where two (2) or more persons are jointly entitled to any share in consequence of the death of the
registered holder, they are, for the purposes of this Constitution, treated as joint holders of the share.
Forfeiture of shares
58. If a member fails to pay any call or instalment of a call on the day appointed for payment of the call or
instalment of the call, the directors may, as long as any part of the call or instalment remains unpaid,
serve a notice on the member requiring payment of the unpaid part of the call or instalment, together with
any interest which may have accrued.
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59. The notice under Regulation 58 must:
59.1 name a day (not earlier than 14 days after the date of service of the notice) on or before
which the payment required by the notice is to be made; and
59.2 state that, in the event of non-payment at or before the time appointed, the shares in respect
of which the call was made is liable to be forfeited.
60. If the requirements of a notice referred to in Regulation 59 are not complied with, any share in respect
of which the notice was given may, at any time after the notice is given but before the payment
required by the notice has been made, be forfeited by a resolution of the directors passed for the
purpose of forfeiting the share.
61. Forfeiture under Regulation 60 includes all dividends declared in respect of the forfeited shares
and not paid before the forfeiture.
62. A forfeited share may be sold or otherwise disposed of on any terms and in any manner as the
directors think fit, and, at any time before a sale or disposition, the forfeiture may be cancelled on
any terms as the directors think fit.
63. A person whose shares have been forfeited ceases to be a member in respect of the forfeited
shares.
64. Despite Regulation 63, the person referred to in that Regulation remains liable to pay to the
Company all money which, at the date of forfeiture, was payable by the person to the Company in
respect of the shares (together with interest at the rate of 8% per annum beginning on the date of
forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of such
interest).
65. A statutory declaration in writing that the declarant is a director or the secretary of the Company,
and that a share in the Company has been forfeited on a date stated in the declaration, is conclusive
evidence of the facts stated in the declaration as against all persons claiming to be entitled to the
share.
66. The Company may receive the consideration, if any, given for a forfeited share on any sale or
disposition of the forfeited share and may execute a transfer of the share in favour of the person to
whom the share is sold or disposed of (called in these Regulations 66, 67 and 68 the transferee).
67. Upon the Company executing a transfer of the share in favour of the transferee, the Company must
lodge a notice of transfer of share with the Registrar under section 128 of the Act for the purpose
of updating the electronic register of members to reflect the transferee as the registered owner of
the forfeited share.
68. The transferee is not bound to see to the application of the purchase money, if any, and the
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transferee’s title to the share is not affected by any irregularity or invalidity in the proceedings with
respect to the forfeiture, sale, or disposal of the share.
69. The provisions of this Constitution as to forfeiture apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time as if the sum had been
payable by virtue of a call duly made and notified.
Alteration of capital
70. The Company may from time to time by ordinary resolution do any of the following:
70.1 consolidate and divide all or any of its share capital;
70.2 subdivide its shares or any of them such that in the subdivision the proportion between the
amount paid and the amount, if any, unpaid on each reduced share is the same as it was in
the case of the share from which the reduced share is derived; and
70.3 cancel the number of shares which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person or which have been forfeited, and diminish the
amount of its share capital by the number of the shares so cancelled.
71. Subject to any direction to the contrary that may be given by the Company in general meeting, all
new shares must, before issue, be offered to all persons who, as at the date of the offer, are entitled
to receive notices from the Company of general meetings, in proportion, or as nearly as the
circumstances admit, to the amount of the existing shares to which they are entitled.
72. The offer must be made by notice specifying the number of shares offered, and limiting a time within
which the offer, if not accepted, is treated to be declined.
73. After the expiration of the time referred to in Regulation 72, or upon the person to whom the offer is
made declining the shares offered, the directors may dispose of those shares in any manner as they
think is the most beneficial to the Company.
74. The directors may dispose of any new shares which (by reason of the ratio which the new shares
bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the
directors, be conveniently offered under this Regulation.
75. The Company may, by special resolution and with any consent required by law, reduce its share
capital in any manner.
76. The Company may, subject to and in accordance with the Act, purchase or otherwise acquire
shares on such terms as the directors think fit. Subject to the Act, any share which is so purchased
by the Company may either be held as a treasury share or be cancelled immediately on purchase
or acquisition.
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General meeting
77. An annual general meeting of the Company must be held in accordance with the provisions of the Act.
78. All general meetings other than the annual general meetings are called extraordinary general
meetings.
79. An extraordinary general meeting may be requisitioned by:
79.1 any director, whenever the director thinks fit;
79.2 any requisitionist as provided for by the Act; or
79.3 any single member having more than 10% of the total voting rights of the Company.
80. Upon a requisition being made under Regulation 79, an extraordinary general meeting must be
convened.
81. Subject to the provisions of the Act relating to special resolutions and any agreement amongst
persons who are entitled to receive notices of general meetings from a company, at least 14 days’
written notice (exclusive of the day on which the notice is served or treated to be served, but inclusive
of the day for which notice is given) of any general meeting must be given to persons entitled to receive
notices of general meetings from the Company.
82. A notice of a general meeting must specify the following:
82.1 the place at which the general meeting is held;
82.2 the date and time of the general meeting;
82.3 in case of special business to be transacted at the general meeting, the general nature of
that business.
83. All business that is transacted at an extraordinary general meeting is special business.
84. All business that is transacted at an annual general meeting is special business, except:
84.1 the declaration of a dividend;
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84.2 the consideration of the financial statements, the reports of the auditors and the statements
of the directors;
84.3 the election of directors in the place of retiring directors; and
84.4 the appointment and fixing of the remuneration of the auditors.
Proceedings at general meetings
85. No business is to be transacted at any general meeting unless a quorum of members is present at
the time when the meeting proceeds to business.
86. Except as otherwise provided in this Constitution, any member(s) present in person having not less
than one-third of the total voting rights of all members having the right to vote at a meeting form a
quorum save that where the Company has a sole member, such sole member present in person shall form
a quorum.
87. In this Regulation, “member” includes a person attending as a proxy or as representing a corporation
or a limited liability partnership which is a member.
88. If within half an hour after the time appointed for a general meeting a quorum is not present, the meeting:
88.1 in the case where the meeting is convened upon the requisition of members, is dissolved; or
88.2 in any other case, is adjourned to the same day in the next week at the same time and place,
or to another day and at another time and place as the directors may determine.
89. The chairman of a general meeting is:
89.1 where the board of directors has appointed a chairman amongst the directors, the chairman;
or
89.2 where:
89.2.1 the chairman of the board of directors is unwilling to act as the chairman of the
general meeting;
89.2.2 the chairman is not present within 15 minutes after the time appointed for the holding
of the general meeting; or
89.2.3 the board of directors has not appointed a chairman amongst the directors,
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the member elected by the members present for the purpose of being the chairman of the general
meeting.
90. The chairman may, with the consent of a general meeting at which a quorum is present, and must if
so directed by a general meeting, adjourn the general meeting from time to time and from place to
place.
91. No business is to be transacted at any adjourned meeting other than the business left unfinished at the
general meeting from which the adjournment took place (called in this Regulation the original general
meeting).
92. There is no need to give any notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting unless the adjourned meeting is to be held more than 30 days after the date of the
original general meeting.
93. At any general meeting, a resolution put to the vote of the meeting must be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
93.1 by the chairman;
93.2 by at least 2 members present in person or by proxy;
93.3 by any member or members present in person or by proxy and representing not less than 5%
of the total voting rights of all the members having the right to vote at the meeting; or
93.4 by a member or members holding shares in the Company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not less than
5% of the total sum paid up on all the shares conferring that right.
94. Unless a poll is demanded, a declaration by the chairman that a resolution has on a show of hands been
carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book
containing the minutes of the proceedings of the Company is conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against the resolution.
95. The demand for a poll may be withdrawn.
96. Subject to Regulation 97, if a poll is demanded it must be taken in such manner and either at once
or after an interval or adjournment or otherwise as the chairman directs.
97. A poll demanded on the election of a chairman or on a question of adjournment must be taken
immediately.
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98. The result of the poll is a resolution of the meeting at which the poll was demanded.
99. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the poll is demanded is entitled to a
second or casting vote.
100. Subject to any rights or restrictions for the time being attached to any class or classes of shares, at
meetings of members or classes of members, each member entitled to vote may vote in person or
by proxy or by attorney.
101. On a show of hands every member or representative of a member who is present in person has one
(1) vote.
102. On a poll every member present in person or by proxy or by attorney or other duly authorised
representative has one (1) vote for each share the member holds which has been fully paid-up.
103. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
is accepted to the exclusion of the votes of the other joint holders.
104. For the purposes of Regulation 103, seniority is to be determined by the order in which the names
stand in the electronic register of members.
105. A member who is mentally disordered or whose person or estate is liable to be dealt with in any way
under the law relating to mental capacity may vote, whether on a show of hands or on a poll, by a
person who properly has the management of the estate of the member, and any such person may vote
by proxy or attorney.
106. No member is entitled to vote at any general meeting unless all calls or other sums presently payable
by the member in respect of shares in the Company have been paid.
107. No objection may be raised as to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered.
108. Any objection made in due time must be referred to the chairman of the meeting, whose decision is
final and conclusive.
109. Every vote not disallowed at the meeting is valid for all purposes.
110. The instrument appointing a proxy must be in writing, in the common or usual form and:
110.1 where the appointer is a corporation or a limited liability partnership, either under seal or under
the hand of an officer or attorney duly authorised; o r
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110.2 in any other case, under the hand of the appointer or of the attorney of the appointer duly
authorised in writing.
111. A proxy may but need not be a member of the Company.
112. The instrument appointing a proxy is treated as conferring authority to demand or join in demanding a
poll.
113. Where an opportunity of voting for or against a resolution is to be conferred on members, the
instrument appointing a proxy may be in the following form or such other form as the board of
directors may approve:
Asia Projects Engineering Private Limited
(Incorporated in the Republic of Singapore)
“I/We*, [name(s)], of [address(es)], being a member/members* of the abovenamed company, appoint
[name] of [address], or failing him/her, [name] of [address], as my/our* proxy to vote for me/us* on
my/our* behalf at the [annual or extraordinary, as the case may be] general meeting of the company,
to be held on [date], and at any adjournment of the meeting.
Signed on [date].
This form is to be used in favour of/against* the resolution.
*Delete whichever is not applicable. [Unless otherwise instructed, the proxy may vote as he or she
thinks fit.]”.
114. The following documents must be deposited at the registered office of the Company, or at such
other place in Singapore as is specified in the notice convening the meeting by the time specified
in Regulation 115 for the purpose of appointing a proxy:
114.1 the instrument appointing a proxy;
114.2 the power of attorney or other authority, if any, under which the instrument appointing the
proxy is signed, or a notarially certified copy of that power of attorney or authority.
115. For the purposes of Regulation 114, the time is:
115.1 in the case of a poll, not less than 24 hours before the time appointed for the taking of the
poll; or
115.2 in any other case, not less than 72 hours before the time for holding the meeting or
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adjourned meeting at which the person named in the instrument proposes to vote.
116. An instrument of proxy is not valid if Regulation 114 is not complied with.
117. Subject to Regulation 118, a vote given in accordance with the terms of an instrument of proxy
or attorney is valid despite:
117.1 the previous death or mental disorder of the principal;
117.2 the revocation of the instrument or of the authority under which the instrument was
executed; or
117.3 the transfer of the share in respect of which the instrument is given.
118. Regulation 117 does not apply if an intimation in writing of such death, mental disorder,
revocation, or transfer has been received by the Company at its registered office before the
commencement of the meeting or adjourned meeting at which the instrument is used.
119. The members may pass resolutions by written means in accordance with and subject to the
provisions of the Act. Resolutions by written means may consist of several documents in like
form, each signed by one or more of the members. Signatures can be in hand-written form or
by electronic means. Subject to the provisions of the Act, resolutions by written means may be
signed by proxy on behalf of a member.
Directors: Appointment, etc.
120. Subject to the Act and save as provided in this Constitution:
120.1 The number of directors in the Company shall be at least two (2) and not more than
seven (7).
120.2 Subject to any restrictions under the Act, all the directors must retire from office after
a term of one (1) year or at every annual general meeting of the Company, whichever
comes earlier.
120.3 A director need not be a member and shall not be required to hold any share
qualification, provided that he or she is entitled to attend and speak at general
meetings even if he or she is not a member.
120.4 For the avoidance of doubt, a director shall include a managing director.
121. A retiring director is eligible for re-election.
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122. The Company may by ordinary resolution passed at a general meeting appoint or dismiss
director(s), as the case may be.
123. Subject to Regulation 120, the directors have power at any time, and from time to time, to appoint
any person to be a director (provided that such person is qualified to act as director under the
Act), either to fill a casual vacancy or as an addition to the existing directors.
124. The Company may by ordinary resolution remove any director before the expiration of his or her
period of office, and may by an ordinary resolution appoint another person in place of the removed
director. For the avoidance of doubt, any person appointed as director in place of the removed
director is subject to all regulations set out herein in respect of directors including but not limited
to Regulation 120.2.
125. Subject to Regulation 120, the Company may by ordinary resolution appoint any person to be a
director (provided that such person is qualified to act as director under the Act) as an addition to
the existing directors.
126. The remuneration of the directors is, from time to time, to be determined by the Company in
general meeting.
127. The remuneration of the directors is treated as accruing from day to day.
128. The directors may also be paid all travelling, hotel, and other expenses properly incurred by them
in attending and returning from meetings of the directors or any committee of the directors or
general meetings of the Company or in connection with the business of the Company.
129. The shareholding qualification for directors may be fixed by the Company in general meeting.
130. The office of director becomes vacant if the director:
130.1 ceases to be a director by virtue of the Act;
130.2 becomes bankrupt or makes any arrangement or composition with his or her creditors
generally;
130.3 becomes prohibited from being a director by reason of any order made under the Act;
130.4 becomes disqualified from being a director by virtue of his or her disqualification or
removal or the revocation of his or her appointment as a director, as the case may be,
under:
130.4.1 section 148, 149, 149A, 154, 155, 155A or 155C of the Act;
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130.4.2 section 50 or 54 of the Banking Act (Cap. 19);
130.4.3 section 47 of the Finance Companies Act (Cap. 108);
130.4.4 section 57 of the Financial Advisers Act (Cap. 110);
130.4.5 section 31, 31A, 35ZJ or 41(2)( a )(ii) of the Insurance Act (Cap. 142);
130.4.6 section 30AAI of the Monetary Authority of Singapore Act (Cap. 186);
130.4.7 section 12A of the Money-changing and Remittance Businesses Act (Cap.
187);
130.4.8 section 22 of the Payment Systems (Oversight) Act (Cap. 222A);
130.4.9 section 44, 46Z, 81P, 81ZJ, 97 or 292A of the Securities and Futures Act
(Cap. 289); or
130.4.10 section 14 of the Trust Companies Act (Cap. 336);
130.5 being a director of a Registered Fund Management Company as defined in the
Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg
10), he or she has been removed by the Registered Fund Management Company as
director in accordance with those Regulations;
130.6 becomes mentally disordered and incapable of managing himself or herself or his or her
affairs or a person whose person or estate is liable to be dealt with in any way under the
law relating to mental capacity;
130.7 subject to section 145 of the Act, resigns his or her office by notice in writing to the
Company;
130.8 for more than six (6) months is absent without permission of the directors from meetings
of the directors held during that period;
130.9 without the consent of the Company in general meeting, holds any other office of profit
under the Company except that of managing director or manager; or
130.10 is directly or indirectly interested in any contract or proposed contract with the Company
and fails to declare the nature of his or her interest in manner required by the Act.
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Powers and duties of directors
131. The business of the Company is managed by or under the direction or supervision of the
directors.
132. The directors may exercise all the powers of a company except any power that the Act or this
Constitution requires the Company to exercise in general meeting.
133. Without limiting the generality of Regulations 131 and 132, the directors may exercise all the
powers of the Company to do all or any of the following for any debt, liability, or obligation of the
Company or of any third party:
133.1 borrow money;
133.2 mortgage or charge its undertaking, property, and uncalled capital, or any part of the
undertaking, property and uncalled capital;
133.3 issue debentures and other securities whether outright or as security.
134. The directors may exercise all the powers of the Company in relation to any official seal for use
outside Singapore and in relation to branch registers of debenture holders kept in any place
outside Singapore.
135. The directors may from time to time by power of attorney appoint any corporation, firm, limited
liability partnership or person or body of persons, whether nominated directly or indirectly by the
directors, to be the attorney or attorneys of the Company for the purposes and with the powers,
authorities, and discretions (not exceeding those vested in or exercisable by the directors under
this Constitution) and for a period and subject to any conditions as the directors may think fit.
136. Any powers of attorney granted under Regulation 135 may contain provisions for the protection
and convenience of persons dealing with the attorney as the directors think fit and may also
authorise the attorney to delegate all or any of the powers, authorities, and discretions vested
in the attorney.
137. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and
all receipts for money paid to the Company, must be signed, drawn, accepted, endorsed, or
otherwise executed, as the case may be, by any two (2) directors or in such other manner as
the directors from time to time determine.
138. The directors must cause minutes to be made of all of the following matters:
138.1 all appointments of officers to be engaged in the management of the Company’s affairs;
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138.2 names of directors present at all meetings of the Company and of the directors; and
138.3 all proceedings at all meetings of the Company and of the directors.
139. The minutes referred to in Regulation 138 must be signed by the chairman of the meeting at which
the proceedings were held or by the chairman of the next succeeding meeting.
Proceedings of directors
140. The directors may meet together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit.
141. A director may at any time summon a meeting of the directors.
142. The secretary must, on the requisition of a director, summon a meeting of the directors.
143. Written notice of each directors’ meeting must be provided to all directors at least five (5) days
in advance (exclusive of the day on which the notice is served or treated to be served, but
inclusive of the day for which notice is given) or such shorter notice period as the majority of the
directors may agree to. Such written notice shall specify, amongst others, (a) time, date and
place of the directors’ meeting, and (b) agenda of such directors’ meeting.
144. Subject to this Constitution, questions arising at any meeting of directors must be decided by
a majority of votes and a determination by a majority of directors is for all purposes treated as
a determination of the directors.
145. In case of an equality of votes the chairman of the meeting has a second or casting vote.
146. A director may vote in respect of any transaction or proposed transaction with the Company in
which the director is interested, or in respect of any matter arising from such transaction or
proposed transaction provided that such director has fully disclosed his interest in accordance
with the Act.
147. The quorum necessary for the transaction of the business of the directors may be fixed by the
directors, and unless so fixed is two (2).
148. Subject to Regulation 149, the directors may act despite any vacancy in their body.
149. If and so long as the number of directors is reduced below the number fixed by this Constitution as
the necessary quorum of directors, the continuing directors or director may not act except for the
purpose of increasing the number of directors to that number or for the purpose of summoning
a general meeting of the Company.
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150. The directors may elect a chairman of their meetings and determine the period for which the
chairman is to hold office.
151. If no chairman is elected, or if at any meeting the chairman is not present within 10 minutes
after the time appointed for holding the meeting, the directors present may choose one (1) of
their number to be chairman of the meeting.
152. The directors may delegate any of their powers to committees consisting of any member or
members of their body as the directors think fit.
153. Any committee formed under Regulation 152 must in the exercise of the delegated powers
conform to any regulation that may be imposed on it by the directors.
154. A committee may elect a chairman of its meetings.
155. If no chairman is elected, or if at any meeting the chairman is not present within 10 minutes
after the time appointed for holding the meeting, the members present may choose one (1) of
their number to be chairman of the meeting.
156. A committee may meet and adjourn as it thinks proper.
157. Questions arising at any meeting must be determined by a majority of votes of the members
present, and in the case of an equality of votes the chairman has a second or casting vote.
158. All acts done by any meeting of the directors or of a committee of directors or by any person acting
as a director is as valid as if every such person had been duly appointed and was qualified to be
a director, even if it is afterwards discovered that:
158.1 there was some defect in the appointment of any director or person acting as a director;
or
158.2 the directors or person acting as a director or any of them were disqualified.
159. A resolution in writing, signed by majority of the directors for the time being entitled to receive notice
of a meeting of the directors, is as valid and effectual as if it had been passed at a meeting of the
directors duly convened and held.
160. Any resolution in writing under Regulation 159 may consist of several documents in like form,
each signed by one (1) or more directors.
161. Where the Company has only one (1) director, the director may pass a resolution by recording
it and signing the record.
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Managing directors
162. The directors may from time to time appoint one (1) or more of their body to the office of managing
director for such period and on such terms as they think fit and, subject to the terms of any
agreement entered into between the Company and such managing director in any particular case,
may revoke any such appointment.
163. A managing director may, subject to the terms of any agreement entered into in any particular
case, receive remuneration by one (1) or more of the following ways as the directors may
determine:
163.1 salary;
163.2 commission; and/or
163.3 participation in profits.
164. The directors may entrust to and confer upon a managing director any of the powers exercisable
by them upon such terms and conditions and with such restrictions as they think fit, and either
collaterally with or to the exclusion of their own powers, and may from time to time revoke,
withdraw, alter, or vary all or any of those powers.
Alternate directors and substitute directors
165. Any director (called in this Regulation the appointer) may, with the approval of the board of
directors, appoint any person, whether a member of the Company or not, to be an alternate or
substitute director in the appointer’s place for any period as the appointer thinks fit.
166. Any person holding office as an alternate or substitute director is entitled to notice of meetings of
the directors and to attend and vote at meetings of the directors, and to exercise all the powers
of the appointer in the appointer’s place.
167. An alternate or substitute director:
167.1 is not required to hold any shares to qualify him or her for appointment; and
167.2 must vacate office if the appointer vacates office as a director or removes the appointee
from office.
168. Any appointment or removal under these Regulation 165, 166 and 167 must be effected by notice
in writing under the hand of the director making the appointment or removal.
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Associate directors
169. The directors may from time to time appoint any person to be an associate director and may
from time to time cancel any such appointment.
170. The directors may fix, determine and vary the powers, duties and remuneration of any person
appointed as an associate director.
171. A person appointed as an associate director:
171.1 is not required to hold any shares to qualify him or her for appointment; and
171.2 does not have any right to attend or vote at any meeting of directors except by the
invitation and with the consent of the directors.
Secretary
172. The secretary must be appointed by the directors in accordance with the Act for any term, at
any remuneration, and upon any conditions as the directors think fit.
173. Any secretary appointed under Regulation 172 may be removed by the directors.
Seal
174. The directors must provide for the safe custody of the seal.
175. The seal must only be used by the authority of the directors or of a committee of the directors
authorised by the directors to use the seal.
176. Every instrument to which the seal is affixed must be signed by a director and must be
countersigned by the secretary or by a second director or by another person appointed by the
directors for the purpose of countersigning the instrument to which the seal is affixed.
Authentication of Documents
177. Any Director or the Secretary shall have power to authenticate any documents of the Company and
any resolutions passed by the Company or the Directors, and any books, records, documents and
accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom
as true copies or extracts.
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Financial statements
178. The directors must:
178.1 cause proper accounting and other records to be kept;
178.2 distribute copies of financial statements and other documents as required by the Act;
and
178.3 determine whether, to what extent, at what times and places, and under what conditions
or regulations the accounting and other records of the Company are open to the
inspection of members who are not directors.
179. No member (who is not a director) has any right of inspecting any account or book or paper of
the Company except as conferred by statute or authorised by the directors or by the Company
in general meeting.
Dividends and reserves
180. The Company in general meeting may declare dividends, but any dividend declared must not
exceed the amount recommended by the directors.
181. The directors may from time to time pay to the members such interim dividends as appear to
the directors to be justified by the profits of the Company.
182. No dividend is to:
182.1 be paid otherwise than out of profits; or
182.2 bear interest against the Company.
183. The directors may, before recommending any dividend:
183.1 set aside out of the profits of the Company sums as they think proper as reserves; or
183.2 carry forward any profits which they may think prudent not to divide, without placing the
profits to reserve.
184. The reserves set aside under Regulation 182:
184.1 are, at the discretion of the directors, to be applied for any purpose to which the profits
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of the Company may be properly applied; and
184.2 may, pending any application under Regulation 183.1 and at the discretion of the
directors, be employed in the business of the Company or be invested in any investments
(other than shares in the Company) as the directors may from time to time think fit.
185. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all
dividends must be declared and paid by reference to the amounts paid or credited as paid on
the shares in respect of which the dividend is paid.
186. For the purposes of Regulation 184, no amount paid or credited as paid on a share in advance
of calls is to be treated for the purposes of this Regulation as paid on the share.
187. All dividends must be apportioned and paid proportionately to the amounts paid or credited as
paid on the shares during any portion or portions of the period in respect of which the dividend is
paid.
188. If any share is issued on terms providing that it ranks for dividend as from a particular date, that
share ranks for dividend accordingly.
189. The directors may deduct from any dividend payable to any member all sums of money, if any,
presently payable by the member to the Company on account of calls or otherwise in relation to
the shares of the Company.
190. Any general meeting declaring a dividend or bonus may by resolution direct payment of the
dividend or bonus wholly or partly by the distribution of specific assets, including:
190.1 paid-up shares of any other company;
190.2 debentures or debenture stock of any other company; or
190.3 any combination of any specific assets,
and the directors must give effect to the resolution.
191. Where any difficulty arises with regard to a distribution directed under Regulation 189, the
directors may do all or any of the following:
191.1 settle the distribution as they think expedient;
191.2 fix the value for distribution of the specific assets or any part of the specific assets;
26
191.3 determine that cash payments be made to any members on the basis of the value fixed
by the directors, in order to adjust the rights of all parties; and/or
191.4 vest any specific assets in trustees as may seem expedient to the directors.
192. Any dividend, interest, or other money payable in cash in respect of shares may be paid by
cheque or warrant sent through the post directed:
192.1 in the case of joint holders:
192.1.1 to the registered address of the joint holder who is first named on the
electronic register of members; or
192.1.2 to a person or to an address as the joint holders may in writing direct; or
192.2 in any other case:
192.2.1 to the registered address of the holder; or
192.2.2 to a person or to an address as the holder may in writing direct.
193. Every cheque or warrant made under Regulation 191 must be made payable to the order of the
person to whom it is sent.
194. Any one (1) of two (2) or more joint holders may give effectual receipts for any dividends, bonuses,
or other money payable in respect of the shares held by them as joint holders.
Capitalisation of profits
195. The Company in general meeting may, upon the recommendation of the directors, resolve to
capitalise any part of the amount for the time being standing to the credit of any of the Company’s
reserve accounts or to the credit of the profit and loss account or otherwise available for distribution.
196. The amount capitalised under Regulation 194 is set free for distribution amongst the members
who would have been entitled to the amount had it been distributed by way of dividend and in the
same proportions subject to the following conditions:
196.1 the capitalised amount must not be paid in cash;
196.2 the capitalised amount must be applied in or towards either or both of the following:
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196.2.1 paying up any amounts for the time being unpaid on any shares held by the
members respectively;
196.2.2 paying up in full unissued shares or debentures of the Company to be
allotted, distributed and credited as fully paid up to and amongst such
members in the same proportions.
197. Whenever a resolution under Regulation 194 has been passed, the directors must:
197.1 make all appropriations and applications of the undivided profits resolved to be capitalised
by the resolution;
197.2 make all allotments and issues of fully-paid shares or debentures, if any; and
197.3 do all acts and things required to give effect to the resolution.
198. The directors have full power to:
198.1 make provision by the issue of fractional certificates or by payment in cash or otherwise
as they think fit for the case of shares or debentures becoming distributable in fractions;
and
198.2 authorise any person to enter on behalf of all the members entitled to the distribution into
an agreement with the Company providing:
198.2.1 for the allotment to the members respectively, credited as fully paid up, of
any further shares or debentures to which they may be entitled upon the
capitalisation; or
198.2.2 for the payment up by the Company on the member’s behalf of the amounts
or any part of the amounts remaining unpaid on their existing shares by the
application of their respective proportions of the profits resolved to be
capitalised,
and any agreement made under such authority is effective and binding on all members entitled
to the distribution.
Notices
199. A notice may be given by the Company to any member either personally or by sending it by post to
the member:
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199.1 at the member’s registered address; or
199.2 if the member has no registered address in Singapore, to the address, if any, in Singapore
supplied by the member to the Company for the giving of notices to the member.
200. Where a notice is sent by post, service of the notice is treated as effected by properly addressing,
prepaying, and posting a letter containing the notice.
201. Where a notice is sent by post, service of the notice is treated as effected:
201.1 in the case of a notice of a meeting, on the day after the date of its posting; and
201.2 in any other case, at the time at which the letter would be delivered in the ordinary course
of post.
202. A notice may also be sent or supplied by the Company by electronic means to a member who has
agreed generally or specifically that the notice may be given by electronic means and who has
not revoked that agreement.
203. Where the notice is given by electronic means, service of the notice is treated as effected properly by
sending or supplying it to an address specified for the purpose by the member generally or specifically.
204. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint
holder first named in the electronic register of members in respect of the share.
205. A notice may be given by the Company to the persons entitled to a share in consequence of the
death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to the
persons by:
205.1 name;
205.2 the title of representatives of the deceased, or assignee of the bankrupt; or
205.3 any like description.
206. The notice referred to in Regulation 204 may be given:
206.1 at the address, if any, in Singapore supplied for the purpose by the persons claiming to be so
entitled; or
206.2 if no address in Singapore has been supplied, by giving the notice in any manner in which
notice might have been given if the death or bankruptcy had not occurred.
29
207. Notice of every general meeting must be given in any manner authorised in Regulations 198 to 205
to:
207.1 every member;
207.2 every person entitled to a share in consequence of the death or bankruptcy of a member
who, but for his or her death or bankruptcy, would be entitled to receive notice of the
meeting; and
207.3 the auditor for the time being of the Company.
208. No other person is entitled to receive notices of general meetings.
Winding up
209. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the
Company:
209.1 divide amongst the members in kind the whole or any part of the assets of the Company,
whether they consist of property of the same kind or not;
209.2 set a value as the liquidator considers fair upon the property referred to in Regulation 208.1;
209.3 determine how the division of property is to be carried out as between the members or
different classes of members; and
209.4 vest the whole or any part of the assets of the Company in trustees upon such trusts for the
benefit of the contributories as the liquidator thinks fit.
210. No member is compelled to accept any shares or other securities on which there is any liability.
Indemnity
211. Subject to the Act, every officer of the Company is to be indemnified out of the assets of the Company
against any liability (other than any liability referred to in section 172B(1)( a ) or ( b ) of the Act) incurred
by the officer to a person other than the Company attaching to the officer in connection with any
negligence, default, breach of duty or breach of trust.
212. Subject to the Act, every auditor is to be indemnified out of the assets of the Company against any
liability incurred by the auditor in defending any proceedings, whether civil or criminal, in which
judgment is given in the auditor’s favour or in which the auditor is acquitted or in connection with any
30
application under the Act in which relief is granted to the auditor by the Court in respect of any
negligence, default, breach of duty or breach of trust.