MEWAH INTERNATIONAL INC.
(Registration No. CR-166055) (Cayman Islands Company)
(the "Company")
MINUTES OF ANNUAL GENERAL MEETING
PLACE
: via "Live" webcast
DATE
: Friday, 19 June 2020
TIME
: 10.30 a.m.
PRESENT
: Dr Cheo Tong Choon @ Lee Tong Choon (Chairman)
Ms Michelle Cheo Hui Ning
Ms Bianca Cheo Hui Hsin Dr Foo Say Mui (Bill)
Mr Robert Loke Tan Cheng
Tan Sri Datuk Dr Ong Soon Hock Datuk Dr Fawzia Binti Abdullah
IN ATTENDANCE
: Mr Rajesh Shroff (Chief Financial Officer)
Ms Tan Bee Nah(Partner, PricewaterhouseCoopers LLP)
Ms Ernita Otham (Senior Associate, Rajah & Tann LLP)
Ms Mastura Maswari (Representative of Company Secretary)
Ms Kok Ying Erh (Representative of Company Secretary)
Ms Amirah Ismail (Representative of Company Secretary)
CHAIRMAN MEETINGOF
: Ms Michelle Cheo Hui Ning ("Ms Michelle Cheo")
1.
INTRODUCTION & QUORUM
Ms Michelle Cheo Hui Ning, the Executive Director and Chief Executive Officer of the Company was appointed as the Chairman of the Meeting as requested by Dr Cheo Tong Choon @ Lee Tong Choon and agreed by the Board of Directors. She welcomed the shareholders and all those who were present at the Company's Annual General Meeting ("AGM" or "Meeting").
The Chairman of the Meeting sincerely regretted that the Board of Directors was not able to meet the shareholders in person because of the very unusual circumstances. She added that instead of holding the AGM in April 2020, the Company had obtained SGX-ST's waiver to hold the AGM in June 2020 with the hope that it would facilitate meeting the shareholders in person. However, in view of the circuit breaker measures and pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (as amended from time to time) (the "Alternative Arrangements Order"), and to protect the health of all participants, the AGMof the Company had to be conducted via live webcast Members of the Board of Directors and other panelists were therefore linked virtually from their respective locations.
Pursuant to the Alternative Arrangements Order, the share registrar of the Company had verified that at least 2 shareholders of the Company had attended the Meeting via live webcast. As a quorum of at least 2 shareholders were electronically present at the Meeting, the Chairman of the Meeting declared the Meeting open and introduced the Directors, senior executives and auditors present.
2. NOTICE OF MEETING
The Notice of AGM and proxy form had earlier been made available on the Company's corporate website and SGXNET. Printed copies of these documents had also been sent to shareholders.
The Notice of the AGM was taken as read.
3. VOTING BY WAY OF A POLL
The Chairman of the Meeting informed the Meeting that, in accordance with the Alternative Arrangements Orders on the conduct of general meetings, she has been appointed as proxy for a number of shareholders and will vote in accordance with the instructions of these shareholders. All resolutions at the Meeting would be voted by way of poll, which complies with the requirement of the listing manual of Singapore Exchange Securities Trading Limited that all listed companies would have to conduct voting by poll for all general meetings.
Boardroom Corporate and Advisory Services Pte Ltd and DrewCorp Services Pte. Ltd. were appointed as Polling Agent and Scrutineer respectively for the purposes of the poll. They had checked the validity of the proxy forms received within the stipulated deadline and prepared a report on the poll results which will be announced after each motion has been formally proposed at the Meeting.
The Chairman of the Meeting then proceeded with the agenda of the meeting.
ORDINARY BUSINESS
4. RESOLUTION 1:
DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2019
The first item on the agenda was to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 31 December 2019 ("FY2019") together with the Auditors' Report thereon.
Upon the Chairman's invitation, Mr Rajesh Shroff (the Chief Financial Officer) briefed highlights of the Group's performance in FY 2019 and Covid-19 related updates.
The Chairman of the Meeting informed the shareholders that by way of an announcement released to the Singapore Exchange Securities via SGXNET and published on the Company's corporate website on 18 June 2020, the Company had addressed all the questions submitted by shareholders and Securities Investors Association (Singapore) ("SIAS") via emails as of 10.30
a.m. on 16 June 2020. She then thanked the shareholders for raising the questions. A copy of the Q&A Summary is annexed to these minutes as Appendix I.
Following the proposal of the motion for Resolution 1 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes | Percentage (%) | |
No. of shares for: | 936,239,120 | 100.00 |
No. of shares against: | 0 | 0.00 |
Total votes cast: | 936,239,120 | 100.00 |
Based on the results of the poll, the Chairman of the Meeting declared Resolution 1 duly carried and it WAS RESOLVED:
"THAT the Audited Financial Statements of the Company for the financial year ended 31 December 2019, together with the Directors' Statement and the Auditors' Report thereon, be hereby received and adopted."
5. RESOLUTIONS 2 TO 4: RE-ELECTION OF DIRECTORS
The Meeting noted that Ms Bianca Cheo Hui Hsin, Dr Foo Say Mui (Bill) and Datuk Dr Fawzia Binti Abdullah, the Directors who were retiring pursuant to Article 86(1) of the Company's Memorandum and Articles of Association, had signified their consents to continue in office.
5.1 RESOLUTION 2:
RE-ELECTION OF MS BIANCA CHEO HUI HSIN AS A DIRECTOR
Resolution 2 was to re-elect Ms Bianca Cheo Hui Hsin as a Director of the Company.
It was noted that Ms Bianca Cheo Hui Hsin, upon re-election, will remain as an Executive Director of the Company along with being the Chief Operating Officer of the Company.
Following the proposal of the motion for Resolution 2 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes
Percentage (%)
No. of shares for:
936,216,120
100.00
No. of shares against:
23,000
0.00
Total votes cast:
936,239,120
100.00
Based on the results of the poll, the Chairman of the Meeting declared Resolution 2 duly carried and it WAS RESOLVED:
"THAT Ms Bianca Cheo Hui Hsin be re-elected as a Director of the Company".
5.2 RESOLUTION 3:
RE-ELECTION OF DR FOO SAY MUI (BILL) AS A DIRECTOR
Resolution 3 was to re-elect Dr Foo Say Mui (Bill) as a Director of the Company.
It was noted that Dr Foo Say Mui (Bill), upon re-election, will remain as a Lead Independent Director of the Company and as the Chairman of the Remuneration Committee and Nominating Committee of the Company. He will be considered independent for the purposes of Rule 704(8) of the Listing Manual.
Following the proposal of the motion for Resolution 3 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes | Percentage (%) | |
No. of shares for: | 936,218,120 | 100.00 |
No. of shares against: | 21,000 | 0.00 |
Total votes cast: | 936,239,120 | 100.00 |
Based on the results of the poll, the Chairman of the Meeting declared Resolution 3 duly carried and it WAS RESOLVED:
"THAT Dr Foo Say Mui (Bill) be re-elected as a Director of the Company".
5.3 RESOLUTION 4:
RE-ELECTION OF DATUK DR FAWZIA BINTI ABDULLAH AS A DIRECTOR
Resolution 4 was to re-elect Datuk Dr Fawzia Binti Abdullah as a Director of the Company.
It was noted that Datuk Dr Fawzia Binti Abdullah, upon re-election, will remain as an Independent Director of the Company and as a member of the Audit Committee and Nominating Committee of the Company. She will be considered independent for the purposes of Rule 704(8) of the Listing Manual.
Following the proposal of the motion for Resolution 4 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes | Percentage (%) | |
No. of shares for: | 936,217,120 | 100.00 |
No. of shares against: | 22,000 | 0.00 |
Total votes cast: | 936,239,120 | 100.00 |
Based on the results of the poll, the Chairman of the Meeting declared Resolution 4 duly carried and it WAS RESOLVED:
"THAT Datuk Dr Fawzia Binti Abdullah be re-elected as a Director of the Company".
6. RESOLUTION 5:
DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020
The Board had recommended a sum of S$240,000/- as Directors' fees for the financial year ending 31 December 2020, payable quarterly in arrears.
Following the proposal of the motion for Resolution 5 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes
Percentage (%)
No. of shares for: | 936,215,120 | 100.00 |
No. of shares against: | 24,000 | 0.00 |
Total votes cast: | 936,239,120 | 100.00 |
Based on the results of the poll, the Chairman of the Meeting declared Resolution 5 duly carried and it WAS RESOLVED:
"THAT the Directors' fees amounting to S$240,000/- for the financial year ending 31 December 2020 be approved and that such fees be paid quarterly in arrears."
7. RESOLUTION 6:
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE
COMPANY
The Meeting noted that the next item on the agenda was to approve the re-appointment of the Messrs PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. Messrs PricewaterhouseCoopers LLP had expressed their willingness to continue in office.
Following the proposal of the motion for Resolution 6 by the Chairman of the Meeting, the following results were verified by the Scrutineer:
Votes
Percentage (%)
No. of shares for:
935,987,120
100.00
No. of shares against:
2,000
0.00
Total votes cast:
935,989,120
100.00
Based on the results of the poll, the Chairman of the Meeting declared Resolution 6 duly carried and it WAS RESOLVED:
"THAT Messrs PricewaterhouseCoopers LLP be hereby re-appointed Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors."
8. OTHER ORDINARY BUSINESS
As no further items of ordinary business was received, the Chairman of the Meeting proceeded to deal with the items of special business.
SPECIAL BUSINESS
9. RESOLUTION 7:
GENERAL MANDATE TO ISSUE SHARES OR CONVERTIBLE SECURITIES