ANCHOR RESOURCES LIMITED
(Incorporated in Singapore)
(Company Registration Number: 201531549N)
(the "Company")
MINUTES OF EXTRAORDINARY GENERAL MEETING
PLACE | : By way of electronic means | |
DATE | : | 25 September 2020 |
TIME | : | 10.00 a.m. |
PRESENT | : | Directors Present |
Dr Tay Chuan Hui (Non-Executive Chairman and Lead | ||
Independent Director) | ||
Mr Lim Chiau Woei (Managing Director) | ||
Mr Chan Koon Mong (Executive Director) | ||
Ms Ch'ng Li-Ling (Independent Director) | ||
Mr Gavin Mark McIntyre (Independent Director) | ||
Dr Foo Fatt Kah (Non-Independent,Non-Executive Director) | ||
Shareholders | ||
As set out in the attendance record maintained by the | ||
Company. | ||
By Invitation | ||
Mr Ng Kok Hok - the Company | ||
In Attendance | ||
Ms Lee Yuan - from the Company Secretary's office | ||
Ms Sarah Ang - from the Company Secretary's office | ||
Ms Moon Lim - from the Company Secretary's office | ||
NOTICE OF MEETING : | The notice convening this extraordinary general meeting (the | |
"EGM") was taken as read. | ||
CHAIRMAN | : Dr Wilson Tay Chuan Hui ("Dr Tay") | |
QUORUM | : | As a quorum was present, the Chairman welcomed all |
present and declared the EGM open. |
INTRODUCTION:
Dr Tay, the Chairman informed the meeting that in light of the current COVID-19 situation and the elevated safe distancing measures being in place during this Phase 2 period, the Company's EGM this year was being held by way of electronic means.
Dr Tay noted that alternative arrangements had been put in place to allow shareholders, who had pre- registered in advance, to participate by watching these proceedings via "live" webcast or listening to these proceedings via "live" audio feed.
Dr Tay introduced the members of the Board present.
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Dr Tay noted that there was no questions from Shareholders were received for the Company's EGM on or before 10.00 a.m. on 22 September 2020.
Dr Tay informed the meeting that, in line with the Catalist Rules of the SGX-ST, which required all resolutions at general meetings to be voted by poll and to enhance transparency so as to accord due respect to the full voting rights of shareholders, all Resolutions tabled at this Meeting would be voted on by way of a poll. Dr Tay further noted that as shareholders were not attending the EGM in person, all shareholders who wished to vote have been requested to submit a proxy form to appoint the Chairman of the EGM to vote on their behalf.
Dr Tay noted that proxies lodged had been checked by Finova BPO Pte Ltd, the Scrutineer for the poll, and were in order.
Dr Tay further highlighted that in line with provision 11.5 of the revised Code of Corporate Governance, companies are recommended to publish minutes of general meetings of shareholders on its corporate website as soon as practicable. In this regard, in line with the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (Order), the Company will be publishing the minutes of the EGM on SGXNet within 1 month of the date of the EGM.
The following resolutions were passed by way of poll, the detailed results of which are set out after each resolution:
ORDINARY BUSINESS:
1.APPROVAL OF THE PROPOSED ALLOTMENT AND ISSUE OF 68,181,818 NEW SHARES TO MR KOH KAI JOK AT AN ISSUE PRICE PER NEW SHARE OF S$0.0055
Resolution 1 on the agenda was to approve the proposed allotment and issue of 68,181,818 new shares to Mr Koh Kai Jok ("KKJ") at an issue price per new share of S$0.0055 per Share, subject to and otherwise in accordance with the terms and conditions of the KKJ Settlement Deed.
The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that the creation, allotment and issuance by the Company of up to 68,181,818 Repayment Shares to Mr Koh Kai Jok, at an issue price of S$0.0055 per Share, subject to and otherwise in accordance with the terms and conditions of the KKJ Settlement Deed be and are hereby received and adopted."
2. APPROVAL OF THE PROPOSED ALLOTMENT AND ISSUE OF 68,181,818 NEW SHARES TO MR TAN BENG KIAT AT AN ISSUE PRICE PER NEW SHARE OF S$0.0055
Resolution 2 on the agenda was to approve the proposed allotment and issue of 68,181,818 new shares to Mr Tan Beng Kiat ("TBK") at an issue price per new share of S$0.0055 per Share, subject to and otherwise in accordance with the terms and conditions of the TBK Settlement Deed.
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The following resolution was put to vote and passed by way of a poll (detailed results of which are appended hereto):
"Resolved that the creation, allotment and issuance by the Company of up to 68,181,818 Repayment Shares to Mr Tan Beng Kiat, at an issue price of S$0.0055 per Share, subject to and otherwise in accordance with the terms and conditions of the TBK Settlement Deed be and hereby received and adopted."
The poll results in respect of the resolutions proposed at the EGM are as follows:
FOR | AGAINST | |||||||
Total | As a | As a | ||||||
percentage | percentage | |||||||
number of | ||||||||
of total | of total | |||||||
shares | ||||||||
number of | number of | |||||||
Resolution | represented | |||||||
Number of | votes for | Number | votes for | |||||
by votes for | ||||||||
shares | and against | of shares | and against | |||||
and against | ||||||||
the | the | |||||||
the relevant | ||||||||
resolution | resolution | |||||||
resolution | ||||||||
(%) | (%) | |||||||
Ordinary | ||||||||
Resolution 1 | ||||||||
Approval | of | the | ||||||
proposed | allotment | |||||||
and | issue | of | 86,118,511 | 86,118,511 | 100 | 0 | 0 | |
68,181,818 | new | |||||||
shares | to | Mr | Koh | |||||
Kai Jok at an issue | ||||||||
price per new share | ||||||||
of S$0.0055. | ||||||||
Ordinary | ||||||||
Resolution 2 | ||||||||
Approval | of | the | ||||||
proposed | allotment | |||||||
and | issue | of | 86,118,511 | 86,118,511 | 100 | 0 | 0 | |
68,181,818 | new | |||||||
shares | to | Mr | Tan | |||||
Beng | Kiat at | an | ||||||
issue price per new | ||||||||
share of S$0.0055. | ||||||||
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8. CONCLUSION
There being no other business to transact, the Chairman declared the Extraordinary General Meeting of the Company closed and thanked everyone for their attendance.
DR WILSON TAY CHUAN HUI
CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING
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