MEWAH INTERNATIONAL INC.
(Company Registration No.: CR-166055)
APPROVAL FROM THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("SGX-ST") FOR AN EXTENSION OF TIME TO HOLD ANNUAL GENERAL MEETING FOR FINANCIAL YEAR ENDED 31 DECEMBER 2019
1. INTRODUCTION
Mewah International Inc. (the "Company", and together with its subsidiaries, the "Group") wishes to inform shareholders of the Company that the Company had, on 6 April 2020, submitted an application to the Singapore Exchange Regulation ("SGX RegCo") for an extension of time to hold its annual general meeting ("AGM") for the financial year ended 31 December 2019 pursuant to Rule 707 (1) of the Listing Manual ("Mainboard Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST").
The Covid-19 situation has escalated into a full-scale global pandemic. On 27 February 2020, the SGX-ST issued a regulatory statement "SGX RegCo gives additional two months to issuers to hold AGMs due to concerns about large-group meetings amid Covid-19", which provides that SGX RegCo will allow issuers with a 31 December 2019 financial year-end, to hold their AGM up to 30 June 2020 (the "Waiver") if they fulfil the criteria ("Waiver Criteria"):-
- Their financial year-end is 31 December 2019; and
- Approval of a similar application for an extension of time by the Accounting and Corporate Regulatory Authority ("ACRA") or other relevant regulatory authorities (where applicable),
subject to the board of directors' confirmation that (1) the issuer has fulfilled the Waiver Criteria,
(2) the Waiver sought will not be in contravention of any laws and regulations governing the issuer and its constitution (or the equivalent in the issuer's country of incorporation) and (3) issuance of the annual report to shareholders and the SGX-ST by 15 April 2020.
2. APPROVAL OF EXTENSION APPLICATION AND CONDITIONS IMPOSED BY SGX-ST
The Board wishes to announce that SGX-ST had on 9 April 2020 informed the Company that, based on the Company's submissions and representations to the SGX-ST, it has no objection to grant the Company an extension up to 30 June 2020 to hold its AGM (the "Waiver"), subject to the following conditions:
- the Board's confirmation that the Company has fulfilled the following criteria as set out in the Singapore Exchange Regulation's regulatory announcement dated 27 February 2020 ("Waiver Criteria"):
- the Company's financial year-end for FY2019 is 31 December 2019; and
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- approval of a similar application for extension of time by ACRA or other regulatory authorities (where applicable);
- the Board's confirmation that the Waiver will not be in contravention of any laws and regulations governing the Company and its Constitution; and
- issuance of the Company's annual report to its shareholders and the SGX-ST by 15 April 2020.
- REASONS FOR APPLICATION FOR WAIVER
The grounds for the application of extension of time are due to the tightening of safe distancing measures imposed by the Ministry of Health on 24 March 2020 whereby, with effect from 26 March 2020, 11:59 p.m., all events and mass gatherings must be deferred or cancelled regardless of size.
In response to the Ministry of Health's advisory on the safe distancing measures, the Monetary Authority of Singapore, ACRA and SGX RegCo issued joint statements "Guidance on safe distancing measures for issuers when conducting meetings", on 25 March 2020 and "ACRA, MAS and SGX RegCo update guidance on general meetings", on 31 March 2020.
The Company notes that the above-mentioned joint statements and media release seek to provide guidance to issuers on alternative arrangements for the holding of general meetings in order to comply with safe distancing measures. The Company further notes that legislative amendments will be introduced at the upcoming Parliament sitting (or on around 7 April 2020) to provide legal certainly on the holding of meetings.
As such, the Company will require more time and flexibility to consider measures to put in place alternative arrangements for organising its AGM that will facilitate shareholders' participation at the AGM. - CONFIRMATION FROM BOARD
The Board of Directors of the Company confirms that:- - the Company's financial year-end is 31 December 2019;
- in relation to Criteria (b) above, as the Company is an exempted company incorporated in the Cayman Islands and there is no requirement under the law of the Cayman Islands for an exempted company to hold an annual general meeting, no application for extension of time with the Cayman Islands General Registry is required; and
- the Waiver sought does not contravene any laws and regulations governing the Company and the Constitution of the Company.
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5. INDICATIVE TIMELINE TO CONVENE THE AGM FOR FY2019
The Board wishes to inform its shareholders of the indicative timeline to convene the AGM for FY2019, as follows:
Event | Indicative Date | |
(on or before) | ||
Date of issuance of the Company's annual report for FY2019 | 9 | April 2020 |
Date of Notice of AGM for FY2019 | 4 | June 2020 |
Expected date of the AGM for FY2019 | 19 June 2020 | |
Shareholder should note that the date of the 2020 AGM may be subject to further changes based on the evolving Covid-19 situation and any directives or guidelines from government agencies or regulatory authorities, including from the Ministry of Health (collectively, "Directives"). The Company will continue to be guided by applicable Directives in conducting the 2020 AGM.
Further details regarding the 2020 AGM will be set out in the notice of AGM when it is issued.
By Order of the Board
Michelle Cheo Hui Ning
Executive Director and Chief Executive Officer
9 April 2020
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