CPH LTD.

(Company Registration No. 199804583E)

(Incorporated in the Republic of Singapore)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING

Unless otherwise expressly defined herein, all capitalised terms and references have the same meaning as ascribed to them in the circular to shareholders of CPH Ltd. (the "Company") dated 29 June 2021 (the "Circular").

The board of directors (the "Board") of the Company is pleased to announce that pursuant to Rule 704(15) of the Catalist Rules, all resolutions relating to the following matters as set out in the Notice of EGM dated 29 June 2021 were duly passed by way of poll at the extraordinary general meeting ("EGM") of the Company held by way of electronic means on 4 August 2021 at 2.00 p.m..

  1. Poll Results
    The results of the poll are set out below:-

FOR

AGAINST

Total number

As a

As a

of

percentage

percentage

shares

of total

of total

Resolution Number and

represented

Number of

number of

Number of

number of

Details

by votes for

votes for

votes for

shares

shares

and against

and against

and against

the relevant

the

the

resolution

resolution

resolution

(%)

(%)

Ordinary Resolution 1:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

Acquisition

of

the

entire

issued share

capital

of

Shanaya

Environmental

Services

Pte. Ltd. for the Purchase

Consideration

of

S$22,000,000

Ordinary Resolution 2:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

issuance

and

allotment

of

3,166,666,667

Consideration Shares (on

a pre-consolidation basis)

at

the

Issue

Price

of

S$0.006 to the Vendors in

partial

satisfaction of

the

Purchase

Consideration

for

the

Proposed

Acquisition

FOR

AGAINST

Total number

As a

As a

of

percentage

percentage

shares

of total

of total

Resolution Number and

represented

Number of

number of

Number of

number of

Details

by votes for

votes for

votes for

shares

shares

and against

and against

and against

the relevant

the

the

resolution

resolution

resolution

(%)

(%)

Ordinary Resolution 3:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

issuance

and

allotment

of

50,000,000

Introducer

Shares

(on

a

pre-consolidation basis) at

the Issue Price of S$0.006

to

the

Introducer

in

settlement

of

the

Introducer Fee

Ordinary Resolution 4:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

issuance

and

allotment

of

66,666,667

PPCF Shares (on a pre-

consolidation basis) at the

Issue Price of S$0.006 to

PPCF in partial settlement

of its professional fees

Ordinary Resolution 5:

406,752,315

406,696,315

99.99%

56,000

0.01%

Proposed

Share

Consolidation of every 40

existing

shares

into

one

(1)

consolidated

share,

fractional

entitlements

to

be disregarded

Ordinary Resolution 6:

406,752,315

406,696,315

99.99%

56,000

0.01%

Proposed

Whitewash

Resolution

for

the

waiver

by

Independent

Shareholders of their right

to

receive

a

mandatory

general

offer

from

the

Vendors and their concert

parties for all the Shares

in

issue

not

already

owned,

controlled

or

agreed to be acquired by

the

Vendors

and

their

concert

parties

on

the

completion

of

the

Proposed Acquisition

Ordinary Resolution 7:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

appointment

of

Mohamed Gani Mohamed

Ansari as a new director

upon Completion

FOR

AGAINST

Total number

As a

As a

of

percentage

percentage

shares

of total

of total

Resolution Number and

represented by

Number of

number of

Number of

number of

Details

votes for and

votes for

votes for

shares

shares

against the

and against

and against

relevant

the

the

resolution

resolution

resolution

(%)

(%)

Ordinary Resolution 8:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed appointment

of

Sukhvinder Singh Chopra

as a new director upon

Completion

Ordinary Resolution 9:

396,218,315

396,218,315

100.00%

0

0.00%

Proposed re-election of

Ong Kian Soon as a

director upon Completion

Ordinary Resolution 10:

406,752,315

406,696,315

99.99%

56,000

0.01%

Lee

Teong

Sang's

independence

subject

to

approval of

shareholders

in

anticipation

of

Rule

406(3)(d)(iii) of the Catalist

Rules

Ordinary Resolution 11:

137,206,000

137,150,000

99.96%

56,000

0.04%

Lee

Teong

Sang's

independence

subject

to

approval of

shareholders

(excluding

the

directors

and CEO of the Company,

and

their associates)

in

anticipation

of

Rule

406(3)(d)(iii) of the Catalist

Rules

Ordinary Resolution 12:

406,752,315

406,696,315

99.99%

56,000

0.01%

Tito

Shane

Isaac's

independence

subject

to

approval of

shareholders

in

anticipation

of

Rule

406(3)(d)(iii) of the Catalist

Rules

Ordinary Resolution 13:

137,206,000

137,150,000

99.96%

56,000

0.04%

Tito

Shane

Isaac's

independence

subject

to

approval of

shareholders

(excluding

the

directors

and CEO of the Company,

and

their associates)

in

anticipation

of

Rule

406(3)(d)(iii) of the Catalist

Rules

Ordinary Resolution 14:

406,752,315

406,696,315

99.99%

56,000

0.01%

Proposed re-election of

Lee Teong Sang as a

director upon Completion

FOR

AGAINST

Total number

As a

As a

of

percentage

percentage

shares

of total

of total

Resolution Number and

represented

Number of

number of

Number of

number of

Details

by votes for

votes for

votes for

shares

shares

and against

and against

and against

the relevant

the

the

resolution

resolution

resolution

(%)

(%)

Ordinary Resolution 15:

406,752,315

406,696,315

99.99%

56,000

0.01%

Proposed re-election of Tito

Shane Isaac as a director

upon Completion

Ordinary Resolution 16:

395,218,315

395,218,315

100.00%

0

0.00%

Proposed

adoption

of the

Shanaya

Employee

Share

Option Scheme

Ordinary Resolution 17:

395,218,315

395,218,315

100.00%

0

0.00%

Proposed

adoption

of the

Shanaya

Performance

Share Plan

Ordinary Resolution 18:

406,752,315

406,696,315

99.99%

56,000

0.01%

Proposed

New General

Share Issue Mandate

Special Resolution 19:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

Change

of

Company's

Name

to

"Shanaya Limited"

Special Resolution 20:

406,752,315

406,752,315

100.00%

0

0.00%

Proposed

adoption

of the

New Constitution

Mohamed Gani Mohamed Ansari, having been appointed as a Director of the Company, will become the Executive Director and Chief Executive Officer of the Company, as well as a member of the Proposed New Nominating Committee upon Completion.

Sukhvinder Singh Chopra, having been appointed as a Director of the Company, will become the Independent and Non-Executive Chairman of the Company, as well as the Chairman of the Proposed New Remuneration Committee and a member of the Proposed New Nominating Committee and the Proposed New Audit Committee upon Completion. He is considered to be independent pursuant to Rule 704(7) of the Catalist Rules.

Ong Kian Soon, having been re-elected as a Director of the Company, will become the Non- Executive and Non-Independent Director of the Company upon Completion.

Following the passing of Resolutions 10 and 11 (the "Two-TierVoting Resolutions for Mr Lee") and having been re-elected as a Director of the Company, Lee Teong Sang will become the Independent and Non-Executive Director of the Company, as well as the Chairman of the Proposed New Audit Committee and a member of the Proposed New Nominating Committee and the Proposed New Remuneration Committee upon Completion. He is considered to be independent pursuant to Rule 704(7) of the Catalist Rules and will continue to be an Independent Director until the earlier of (i) his retirement or resignation as a Director; or (ii) the conclusion of the third AGM following the passing of the Two-Tier Voting Resolutions for Mr Lee.

Following the passing of Resolutions 12 and 13 (the "Two-TierVoting Resolutions for Mr Tito") and having been re-elected as a Director of the Company, Tito Shane Isaac will become the Independent and Non-Executive Director of the Company, as well as the Chairman of the Proposed New Nominating Committee and a member of the Proposed New Remuneration Committee and the Proposed New Audit Committee upon Completion. He is considered to be independent pursuant to Rule 704(7) of the Catalist Rules and will continue to be an Independent Director until the earlier of (i) his retirement or resignation as a Director; or (ii) the conclusion of the third AGM following the passing of the Two-Tier Voting Resolutions for Mr Tito.

  1. Details of parties who were required to abstain from voting on any resolution(s), including the number of shares held and resolution(s) on which they are required to abstain from voting

Resolution Number

Details of parties who are

Number of Shares Held

required to abstain from voting

Ordinary Resolution 6

The Vendors, their concert parties

0

and persons not independent of

them

Ordinary Resolution 9

Ong Kian Soon and his

10,534,000

Associates

Ordinary Resolution 11

All Directors and CEO of the

269,546,315

Company who are shareholders,

being Choo Tung Kheng and Ong

Kian Soon, and their respective

Associates

Ordinary Resolution 13

All Directors and CEO of the

269,546,315

Company who are shareholders,

being Choo Tung Kheng and Ong

Kian Soon, and their respective

Associates

Ordinary Resolution 16

All Directors (save for Choo Tung

11,534,000

Kheng) and

Proposed

Directors

of the Company who are

shareholders, and their respective

Associates, as well as any other

shareholders who are entitled to

participate

in

the

Shanaya

Employee Share Option Scheme

Ordinary Resolution 17

All Directors (save for Choo Tung

11,534,000

Kheng) and

Proposed

Directors

of the Company who are

shareholders, and their respective

Associates, as well as any other

shareholders who are entitled to

participate

in

the

Shanaya

Performance Share Plan

  1. Name of firm and/or person appointed as scrutineer.
    DrewCorp Services Pte Ltd was appointed as scrutineer for the conduct of poll at the EGM.

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CPH Ltd. published this content on 04 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2021 13:55:13 UTC.