(Incorporated in Singapore) (Company Registration No.: 199106356W)
MINUTES OF ANNUAL GENERAL MEETING PLACE : Training Room 3-1, 60 Cecil Street, ISCA House, Singapore 049709 DATE : 23 April 2025 TIME : 2.00 p.m. PRESENT : Please refer to the attendance list maintained by the Company. IN ATTENDANCE : Please refer to the attendance list maintained by the Company. CHAIRMAN : Mr Pan Jianyun CHAIRMAN OF MEETING : Mr Chia Seng Hee, Jack INTRODUCTION & QUORUMAs the proceedings of the Annual General Meeting ("AGM" or "Meeting") were conducted in English, Mr Chia Seng Hee, Jack ("Jack Chia"), the Lead Independent Director of the Company, informed Shareholders that he had been appointed as the Chairman of the Meeting.
As a quorum was present, Mr Jack Chia, the Chairman of the Meeting of the Company, declared the Meeting open and introduced the Directors and Acting Chief Executive Officer who were physically present at the Meeting and who joined via video conference. It was also noted that the Group Chief Financial Officer ("CFO"), the Company's External Auditor, CLA Global TS Public Accounting Corporation, and the Company Secretary were also physically present at the Meeting and the Group Vice President joined via video conference.
The Chairman of the Meeting reminded the shareholders of the Company ("Shareholders") to turn off their mobile phones and electronic devices or switch them to "silent" mode, so that there would not be any interruption during the proceedings.
Mr Pan Jianyun, the Chairman of the Board of Directors ("Board"), and Mr Loh Weng Seng Vincent ("Vincent Loh"), an Independent Director of the Company, gave an opening speech in Mandarin and English respectively to the Shareholders. It was highlighted that 2024 was a peculiar year, marked by a volatile global geopolitical landscape and an increasingly complex operating environment. Despite these challenges, the team put in considerable efforts to drive the Group towards achieving its annual operational goals and performance targets for the financial year ended 31 December 2024 ("FY2024") and worked together with dedication and determination, making positive strides in enhancing management and operations.
It was noted that core business activities of the Group stabilised in FY2024, with promising signs of growth. Proactive measures in integrated building management led to steady growth in the operating metrics of properties, with encouraging results from the revitalisation of lower-quality property assets. Customer satisfaction continued to rise. Mr Pan highlighted that Ying Li International Financial Centre was honoured as one of the "Top 10 Operation Management Landmark Building".
Looking ahead to 2025, the focus would be on aligning the Group with new opportunities from China's "14th Five-Year Plan". Driven by the core values of "Foresight with Steady Progress, Advancement through Innovations", the team aimed to undertake their work with greater ambition and dedication. The goals included continuously enhancing core functions, improving operational efficiency, accelerating business expansion and transformation, and consistently delivering value to shareholders.
On behalf of the Board, the Chairman expressed his sincere gratitude to Shareholders, business partners and stakeholders for their trust, continued support and confidence in the Group.
NOTICEThe Notice of AGM dated 8 April 2025 ("Notice") and the Annual Report were circulated to Shareholders, and the Notice was taken as read.
VOTING BY WAY OF POLLAll resolutions at this Meeting would be voted by way of poll which also complied with the requirement of the listing manual of Singapore Exchange Securities Trading Limited ("SGX-ST") ("SGX-ST Listing Manual") that all listed companies would have to conduct voting by poll for all general meetings.
It was noted that the Chairman of the Meeting had been appointed as a proxy by some Shareholders and would be voting in accordance with their instructions. Observers were not permitted to participate or vote at meetings and were therefore, not permitted to ask questions or propose any motion that came before the Meeting. The Chairman of the Meeting further directed the poll on each motion to be taken after all the motions had been formally proposed.
It was further noted that Shareholders were able to cast their votes for each resolution by scanning the QR code handed to them during the registration process using the mobile phone.
B.A.C.S. Private Limited and Agile 8 Solutions Pte. Ltd. had been appointed as Polling Agent and Scrutineer respectively. A representative from the poll voting services provider, Big Bang Design Pte. Ltd., explained the poll voting procedures.
PRESENTATION OF FINANCIAL RESULTSBefore the Meeting proceeded further, Mr Kooi Wei Boon, the Group CFO, gave a presentation on the financial overview of the Group for FY2024. A copy of the Presentation is annexed to these minutes as Appendix A.
QUESTIONS AND ANSWERSIt was noted that the Company has responded to the substantial and relevant questions relating to the resolutions to be tabled for approval at the AGM submitted by shareholders ahead of the AGM by publishing the responses to such questions on the Company's corporate website and on SGX-ST via SGXNET on 18 April 2025 (i.e. at least 48 hours prior to the closing date and time for the lodgement of the Proxy Forms) ("Response to Questions from Shareholders"). A copy of the Response to Questions from Shareholders is attached to these minutes as Appendix B.
As there were no substantial and relevant questions from the Shareholders at the AGM, the Chairman of the Meeting proceeded with the agenda of the Meeting.
ORDINARY BUSINESS: DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS - RESOLUTION 1The first item on the agenda of the Meeting was to receive and adopt the Directors' Statement and Audited Financial Statements of the Company for FY2024 together with the Auditors' Report thereon.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 1.
The Chairman of the Meeting proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 1 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,639,637 | 100.00 |
No. of shares against | 75,000 | 0.00 |
Based on the results of the poll, the Chairman of the Meeting declared Ordinary Resolution 1 duly carried and IT WAS RESOLVED:
"THAT the Directors' Statement and Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Auditors' Report be received and adopted."
RE-ELECTION OF DIRECTORS - RESOLUTIONS 2 TO 5The Meeting was informed that Mr Pan Jianyun and Mr An Xuesong, the Directors who were retiring pursuant to Article 90 of the Company's Constitution, had signified their consents to continue in office.
In addition, Mr Jack Chia and Ms Ma Jieyu, the Directors who were retiring pursuant to Article 106 of the Company's Constitution, had also signified their consents to continue in office.
Re-election of Mr Pan Jianyun as a Director - Resolution 2Ordinary Resolution 2 was to re-elect Mr Pan Jianyun as a Director of the Company.
It was noted that Mr Pan Jianyun would, upon re-election as a Director of the Company, remain as the Non-Executive and Non-Independent Chairman of the Company and members of the Audit Committee ("AC") and the Remuneration Committee ("RC"), and would be considered non-independent for the purposes of Rule 704(8) of the SGX-ST Listing Manual.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 2.
The Chairman of the Meeting proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 2 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,639,637 | 99.99 |
No. of shares against | 95,000 | 0.01 |
Based on the results of the poll, the Chairman of the Meeting declared Ordinary Resolution 2 duly carried and IT WAS RESOLVED:
"THAT Mr Pan Jianyun be re-elected as a Director of the Company."
Re-election of Mr An Xuesong as a Director - Resolution 3Ordinary Resolution 3 was to re-elect Mr An Xuesong as a Director of the Company.
It was noted that Mr An Xuesong would, upon re-election as a Director, remain as a Non-Executive and Non-Independent Director of the Company and a member of the Risk Management Committee ("RMC"), and would be considered non-independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 3.
The Chairman of the Meeting proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 3 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,659,637 | 100.00 |
No. of shares against | 75,000 | 0.00 |
Based on the results of the poll, the Chairman of the Meeting declared Ordinary Resolution 3 duly carried and IT WAS RESOLVED:
"THAT Mr An Xuesong be re-elected as a Director of the Company."
Re-election of Mr Jack Chia as a Director - Resolution 4As Ordinary Resolution 4 was to re-elect Mr Jack Chia as a Director of the Company, Mr Vincent Loh took over the chair of the Meeting.
It was noted that Mr Jack Chia would, upon re-election as a Director, remain as the Lead Independent Director of the Company, and the Chairman of the AC, the Nominating Committee ("NC") and the RMC, and would be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.
Mr Vincent Loh proposed the motion for Ordinary Resolution 4.
Mr Vincent Loh proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 4 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,659,637 | 100.00 |
No. of shares against | 75,000 | 0.00 |
Based on the results of the poll, Mr Vincent Loh declared Ordinary Resolution 4 duly carried and IT WAS RESOLVED:
"THAT Mr Jack Chia be re-elected as a Director of the Company."
Mr Vincent Loh returned the chair to Mr Jack Chia to resume conduct of the Meeting.
Re-election of Ms Ma Jieyu as a Director - Resolution 5Ordinary Resolution 5 was to re-elect Ms Ma Jieyu as a Director of the Company.
It was noted that Ms Ma Jieyu would, upon re-election as a Director, remain as an Independent Director of the Company, a member of the AC and the RMC, and would be considered independent for the purposes of Rule 704(8) of the SGX-ST Listing Manual.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 5.
The Chairman of the Meeting proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 5 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,479,637 | 100.00 |
No. of shares against | 75,000 | 0.00 |
Based on the results of the poll, the Chairman of the Meeting declared Ordinary Resolution 5 duly carried and IT WAS RESOLVED:
"THAT Ms Ma Jieyu be re-elected as a Director of the Company."
DIRECTORS' FEES - RESOLUTION 6The Board had recommended the payment of Directors' fees of S$300,000 for the financial year ending 31 December 2025 ("FY2025"), payable quarterly in arrears.
Ordinary Resolution 6, if passed, would facilitate the payment of Directors' fees during the financial year in which the fees are incurred. The Directors' fees would be paid quarterly in arrears. The aggregate amount of Directors' fees provided in the resolution was calculated on the assumption that all the Directors would hold office for the whole of FY2025. Should any Director hold office for only part FY2025 and not the whole of the said financial year, the Director's fee payable to him would be appropriately pro-rated.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 6.
The Chairman of the Meeting proceeded to put the motion to vote by way of electronic polling for Ordinary Resolution 6 and announced the results of the poll as follows:
Votes | Percentage (%) | |
No. of shares for | 1,842,639,637 | 100.00 |
No. of shares against | 75,000 | 0.00 |
Based on the results of the poll, the Chairman of the Meeting declared Ordinary Resolution 6 duly carried and IT WAS RESOLVED:
"THAT the Directors' fees amounting to S$300,000/- for the financial year ending 31 December 2025 be approved and that such fees be paid quarterly in arrears."
RE-APPOINTMENT OF AUDITORS - RESOLUTION 7The Meeting was informed that the retiring Auditors, Messrs CLA Global TS Public Accounting Corporation, Public Accountants and Chartered Accountants, had expressed their willingness to continue in office.
The Chairman of the Meeting proposed the motion for Ordinary Resolution 7.
