Bh Global Corporation LimitedSGX: BQN

Minutes Of Annual General Meeting

· Issued by Bh Global Corporation Limited

MINUTES OF ANNUAL GENERAL MEETING

PLACE : The Boardroom, 8 Penjuru Lane, Singapore 609189

DATE : Thursday, 24 April 2025

TIME : 10.00 a.m.

PRESENT : Directors

  1. Mr Vincent Lim Hui Eng - Executive Director, Executive Chairman and Chief Executive Officer

  2. Mr Patrick Lim Hui Peng - Executive Director and Chief Operating Officer

  3. Mr Henry Tan Song Kok - Lead Independent Director

  4. Ms Juliana Lee Kim Lian - Independent Director

  5. Mr Kenneth Koh Leong Wie - Independent Director

Group Chief Financial Officer ("Group CFO")

Mr Keegan Chua Tze Wee ("Mr Keegan Chua")

SHAREHOLDERS AND ATTENDANCE

: As per Attendance List

Due to the restriction on the use of personal data pursuant to the provisions of the Personal Data Protection Act 2012, the names of the shareholders and proxies present at the meeting would not be published in this Minutes.

CHAIRMAN

Mr Vincent Lim Hui Eng, the Chairman of the Meeting and Board of Directors welcomed the shareholders for their attendance. The Chairman introduced the Directors and the Group CFO, as well as the representatives of External Auditors, Secretary, Share Registrar, Polling Agent, and Independent Scrutineers.

QUORUM

As a quorum was present, the Chairman declared the Meeting open at 10.00 a.m.

NOTICE

The Notice convening the Meeting, having been circulated to shareholders for the requisite period was, with the permission of the Meeting, taken as read.

POLL VOTING

It was noted that all the proposed resolutions at this Meeting were conducted by way of a manual poll. Messrs Tricor Singapore Pte. Ltd. had been appointed as Poll Counting Agent and Entrust Advisory Pte. Ltd. had been appointed as the Independent Scrutineers to count and verify the votes taken at the Meeting.

In order to facilitate the conduct of the Meeting, the poll was conducted after all the proposed resolutions at this Meeting had been proposed and seconded.

It was noted that the Management had not received questions in advance from shareholders relating to the resolutions tabled at this Meeting.

The Chairman presented a brief overview of the performance of the Group's operations and market outlook, followed by the Group CFO, Mr Keegan Chua presented the financial highlights of the Group.

After the above presentation, the Chairman proceeded with the agenda of the Meeting.

The motions were duly proposed by the Chairman and seconded by the respective shareholders.

The Chairman invited questions from shareholders on the respective proposed resolutions. There were no questions received from shareholders in respect of the resolutions tabled at the Meeting.

The Meeting stood adjourned at 11.10 a.m. and voting on all the resolutions by poll was conducted.

The Meeting was resumed at 11.20 a.m. and the Scrutineers presented the duly verified results of the poll to the Chairman as follows:

RESULTS OF THE POLL

ORDINARY RESOLUTIONS:

No. of Shares

Percentage

RESOLUTION 1 FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

No. of Shares

Percentage

RESOLUTION 2 FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

No. of Shares

Percentage

RESOLUTION 3 FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

No. of Shares

Percentage

RESOLUTION 4 FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

No. of Shares

Percentage

RESOLUTION 5 FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

No. of Shares

Percentage

RESOLUTION 6

FOR

273,912,826

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

RESOLUTION 7

FOR

No. of Shares 273,912,826

Percentage

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

RESOLUTION 8

FOR

No. of Shares 273,912,826

Percentage

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

RESOLUTION 9

FOR

No. of Shares 273,912,826

Percentage

100%

AGAINST

0

0%

TOTAL NO. OF VALID VOTES

273,912,826

100%

ORDINARY BUSINESS:

ORDINARY RESOLUTION 1:

AUDITED FINANCIAL STATEMENTS AND STATEMENT OF THE DIRECTORS AND THE AUDITORS' REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The following Ordinary Resolution 1 was proposed and seconded:-

"RESOLVED that the Audited Financial Statements and the Statement of the Directors and the Auditors' Report thereon for the financial year ended 31 December 2024 be and are hereby received and adopted."

Based on the results of the poll, the Chairman declared Ordinary Resolution 1 carried unanimously.

ORDINARY RESOLUTION 2:

DECLARATION OF A FINAL DIVIDEND OF 0.5 SINGAPORE CENT PER ORDINARY SHARE (ONE-TIER TAX EXEMPT) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The following Ordinary Resolution 2 was proposed and seconded:-

"RESOLVED that approval be and is hereby given for the declaration of a final dividend of 0.5 Singapore cent per ordinary share (one-tier tax exempt) for the financial year ended 31 December 2024."

Based on the results of the poll, the Chairman declared Ordinary Resolution 2 carried unanimously.

ORDINARY RESOLUTION 3:

DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024

The following Ordinary Resolution 3 was proposed and seconded:-

"RESOLVED that approval be and is hereby given for the payment of S$265,000 to the Directors as Directors' Fees for the financial year ended 31 December 2024."

Based on the results of the poll, the Chairman declared Ordinary Resolution 3 carried unanimously.

ORDINARY RESOLUTION 4:

RE-ELECTION OF MR PATRICK LIM HUI PENG AS DIRECTOR OF THE COMPANY

It was noted that Mr Patrick Lim Hui Peng retired pursuant to Regulation 104 of the Company's Constitution. He, being eligible, had offered himself for re-election as Director of the Company.

The following Ordinary Resolution 4 was proposed and seconded:-

"RESOLVED that Mr Patrick Lim Hui Peng be re-elected as Director of the Company."

Based on the results of the poll, the Chairman declared Ordinary Resolution 4 carried unanimously.

ORDINARY RESOLUTION 5:

RE-APPOINTMENT OF AUDITORS

It was noted that the existing Auditors, Messrs Baker Tilly TFW LLP had expressed their willingness to continue in office.

The following Ordinary Resolution 5 was proposed and seconded:-

"RESOLVED that Messrs Baker Tilly TFW LLP be and are hereby re-appointed as Auditors of the Company and that the Directors be authorised to fix their remuneration."

Based on the results of the poll, the Chairman declared Ordinary Resolution 5 carried unanimously.

SPECIAL BUSINESS:

ORDINARY RESOLUTION 6:

SHARE ISSUE MANDATE

The Chairman informed that Ordinary Resolution 6 on the Agenda relates to seeking from shareholders' a general mandate for the Directors to allot and issue shares pursuant to Section 161 of the Companies Act 1967 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited.

Ordinary Resolution 6 as set out under item 6 of the Notice was proposed and seconded.

Based on the results of the poll, the Chairman declared the following Ordinary Resolution 6 carried unanimously:-

"RESOLVED that pursuant to Section 161 of the Companies Act 1967 (the "Companies Act") and Rule 806 of the Listing Manual of the SGX-ST, authority be given to the Directors of the Company to issue shares ("Shares") whether by way of rights, bonus or otherwise, and/or make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares at any time and upon such terms and conditions and to such persons as the Directors may, in their absolute discretion, deem fit provided that:
  1. the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per centum (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, of which the aggregate number of Shares and convertible securities to be issued other than on a pro-rata basis to all shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the share capital of the Company;
  2. (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (a) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company as at the date of the passing of this Resolution, after adjusting for:
    1. new Shares arising from the conversion or exercise of convertible securities;
    2. new shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
    3. any subsequent bonus issue, consolidation or subdivision of Shares;

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