Keong Hong : Notice Of Annual General Meeting

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting ("AGM") of Keong Hong Holdings Limited (the "Company") will be held by way of electronic means on Thursday, 28 January 2021 at 10.30 a.m. for the purpose of transacting the following business:

AS ORDINARY BUSINESS

1.	To receive and adopt the Directors' Statement and Audited Financial Statements for the financial	Resolution 1
	year ended 30 September 2020 and the Auditors' Report thereon.
2.	To approve the proposed Directors' Fees of S$173,990 for the financial year ended 30 September	Resolution 2
	2020. (2019: S$178,000)

3. To re-elect the following Directors who are retiring by rotation pursuant to Article 117 of the Company's Constitution:-

	(i)	Mr Leo Ting Ping Ronald [See Explanatory Note (a)]	Resolution 3
	(ii)	Mr Tan Kah Ghee [See Explanatory Note (a)]	Resolution 4
	(iii)	Mr Chong Weng Hoe [See Explanatory Note (b)]	Resolution 5
4.	To re-appoint BDO LLP as Auditors of the Company and to authorise the Directors to fix their	Resolution 6
	remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modifications, the following Ordinary Resolutions:

5.

General authority to allot and issue new shares in the capital of the Company

Resolution 7

"That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Act") and Rule

806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST") ("Listing Manual"), the Directors of the Company be authorised and empowered to:

1. allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or
2. make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit pursuant to Section 161 of the Companies Act and Rule 806 of the Listing Manual; and
3. issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force, notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time of such issuance of Shares,
   provided that:
4. 1. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution), shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company shall not exceed twenty per cent (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);

(2)	(subject to such manner of calculation as may be prescribed by the SGX-ST) for the
	purpose of determining the aggregate number of Shares that may be issued under
	sub-paragraph (1) above, the percentage of total issued Shares shall be based on
	the total issued Shares (excluding treasury shares and subsidiary holdings) at the
	time this Resolution is passed, after adjusting for:
	(i)	new Shares arising from the conversion or exercise of any convertible
		securities;
	(ii)	new Shares arising from exercising of share options or vesting of share
		awards outstanding and/or subsisting at the time of the passing of this
		Resolution, provided the share options or share awards (as the case may
		be) were granted in compliance with Part VIII of Chapter 8 of the Mainboard
		Rules; and
	(iii)	any subsequent bonus issue, consolidation or sub-division of Shares.
(3)	in exercising the authority conferred by this Resolution, the Company shall comply
	with the provisions of the Mainboard Rules for the time being in force (unless such
	compliance has been waived by the SGX-ST), all applicable legal requirements
	under the Act and the Constitution for the time being of the Company; and
(4)	the	authority conferred by this Resolution shall, unless revoked or varied
	by the Company in general meeting, continue to be in force until the conclusion
	of the next annual general meeting of the Company or the date by which the next
	annual general meeting of the Company is required by law to be held, whichever
	is the earlier." [See Explanatory Note (c)]

6.	Authority to Issue Shares Pursuant to the Keong Hong Employee Share Option Scheme	Resolution 8
	"That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors
	of the Company be authorised and empowered to allot and issue shares in the capital of the
	Company ("Shares") to all the holders of options granted by the Company, whether granted during
	the subsistence of this authority or otherwise, under the Keong Hong Employee Share Option
	Scheme (the "Scheme") upon the exercise of such options and in accordance with the terms
	and conditions of the Scheme, provided always that the aggregate number of new Shares to be
	allotted and issued pursuant to the Scheme (including options granted under the Scheme and
	any other scheme or plan for the time being of the Company), shall not exceed fifteen per cent
	(15%) of the total issued Shares (excluding treasury shares and subsidiary holdings) from time
	to time and such authority shall, unless revoked or varied by the Company in a general meeting,
	continue in force until the conclusion of the next annual general meeting or the expiration of period
	within which the next annual general meeting is required by law to be held, whichever is earlier."
	[See Explanatory Note (d)]
7.	The proposed renewal of the Share Buy-back Mandate	Resolution 9
	"That

1. for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50 of Singapore) (the "Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defined), whether by way of:
2. 1. on-marketpurchase(s) (each a "Market Purchase") on the Singapore Exchange Securities Trading Limited (the "SGX-ST"); and/or

1. 1. off-marketpurchase(s) (each an "Off-MarketPurchase") effected otherwise than on the SGX-ST in accordance with an equal access scheme as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act,
      and otherwise in accordance with all other laws and regulations, including but not limited to, the Constitution of the Company and the Listing Manual as may for the time being be applicable be and is hereby authorised and approved generally and unconditionally (the "Share Buy-BackMandate");
2. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the Relevant Period (as hereinafter defined) and expiring on the earlier of:
3. 1. the date on which the next annual general meeting of the Company is held;

1. 1. the date by which the next annual general meeting of the Company is required by law to be held;
   2. the date on which the authority contained in the Share Buy-Back Mandate is varied or revoked; or
   3. the date on which the Share buy-backs are carried out to the full extent mandated;
2. for the purposes of this Resolution:
   "Maximum Limit" means ten per cent (10%) of the total issued Shares of the Company as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company (other than a reduction by virtue of a share buy-back) in accordance with the applicable provisions of the Act, at any time during the Relevant Period (as hereinafter defined) in which event the issued Shares of the Company shall be taken to be the total number of the issued Shares of the Company as altered by such capital reduction (the total number of Shares shall exclude any Shares that may be held as treasury shares by the Company and subsidiary holdings from time to time);
   "Relevant Period" means the period commencing from the date of the passing of this Resolution and expiring on the earlier of the date on which the next annual general meeting of the Company is held or is required by law to be held, or the date on which the share buy-backs are carried out to the full extent mandate or the date the said mandate is revoked or varied by the Company in a general meeting;
   "Maximum Price", in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) which shall not exceed:
3. 1. in the case of a Market Purchase, five per cent (5%) above the average of the closing market prices of the Shares over the five (5) Market Days on which transactions in the Shares were recorded before the day on which the Market Purchase was made by the Company and deemed to be adjusted for any corporate action that occurs after the relevant five (5)-day period; and

1. in the case of an Off-Market Purchase pursuant to an equal access scheme, ten per cent (10%) above the average of the closing market prices of the Shares over the five (5) Market Days on which transactions in the Shares were recorded before the day on which the Company makes an announcement of an offer under the Off-Market Purchase scheme stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs after the relevant five (5)-day period; and

"Market Day" means a day on which the SGX-ST is open for trading in securities;

1. the number of Shares which may in aggregate be purchased or acquired by the Company during the Relevant Period shall be subject to the Maximum Limit;
2. the Directors of the Company and/or any of them be and are hereby authorised to deal with the Shares purchased by the Company, pursuant to the Share Buy-Back Mandate in any manner as they think fit, which is permitted under the Act; and
3. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they and/or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution." [See Explanatory Note (e)]

By Order of the Board

Lo Swee Oi and Lim Guek Hong

Joint Company Secretaries

6 January 2021

Singapore