Page 10 - TreasuryChinaTrust

Treasury China Trust Annual Report 2010 87

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“Annual General Meeting”) of the unitholders of Treasury China Trust (“TCT” and unitholders of TCT, “Unitholders”) will be held at the Pan Pacific Hotel, 7 Raffles Boulevard, Marina Square, Singapore 039595 on Friday, 29 April 2010 at 10.00 a.m. to transact the following business:

(A) AS ORDINARY BUSINESS

Ordinary Resolution 1

To receive and adopt the Report of Treasury Holdings Real Estate Pte. Ltd as trustee-manager of TCT (“Trustee-Manager”), the Statement by the Trustee-Manger and the Audited Financial Statements of TCT for the period ended 31 December 2010 and the Auditors’ Report thereon.

Ordinary Resolution 2

To re-appoint Messrs KPMG LLP as the Independent Auditors of TCT and to hold office until the conclusion of the next Annual General Meeting, and to authorise the Directors of the Trustee-Manager to fix their remuneration.

(B) AS SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without any modifications, the following resolutions as Ordinary Resolutions:

Ordinary Resolution 3

That pursuant to Clause 6.1 of the Trust Deed Dated 19 May 2010 constituting the TCT (“Trust-Deed”), Section 36 of the Business Trusts Act, Chapter 31A of Singapore (“BTA”), and Rule 806 of the Listing Manual of Singapore Exchange Securities Trading Limited (the “SGX-ST” and the Listing Manual of the SGX-ST, the “Listing Manual”), the Trustee-Manager be authorised and empowered to:

(a) (i) issue new units in TCT (“Units”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units to

be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Trustee-Manager may in its absolute discretion deem fit; and

(b) issue Units in pursuance of any Instrument made or granted by the Trustee-Manager while this Resolution was in force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force),

provided that:

(1) the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total number of Units (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to existing Unitholders of TCT shall not exceed twenty per cent. (20%) of the total number of issued Units (as calculated in accordance with sub-paragraph (2) below);

(2) subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units shall be based on the number of issued Units at the time this Resolution is passed, after adjusting for:

(a) any new Units arising from the conversion or exercise of any Instruments which are outstanding at the time this Resolution is passed; and

(b) any subsequent bonus issue, consolidation or subdivision of Units;