SGX Announcement: Notice of Annual General Meeting

Notice of Annual General Meeting

MEWAH INTERNATIONAL INC.

(Company No. CR-166055) (Cayman Islands Company) (the "Company")

NOTICE IS HEREBY GIVEN that the Annual General Meeting of MEWAH INTERNATIONAL INC. ("Company") will be held by way of electronic means on Wednesday 28 April 2021 at 10.30 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and the Audited Financial Statements of the Company and its subsidiaries

for the financial year ended 31 December 2020 together with the Auditors' Report thereon.

(Resolution 1)

2. To declare a Tax Exempt One- Tier Final Dividend of S$0.0060 per ordinary share for the financial year ended 31 December

2020.

(Resolution 2)

3. To re-elect Dr Cheo Tong Choon @ Lee Tong Choon, a Director retiring pursuant to Article 86(1) of the Company's

Memorandum and Articles of Association. [See Explanatory Note (i)]

(Resolution 3)

4. To re-elect Mr Robert Loke Tan Cheng, a Director retiring pursuant to Article 86(1) of the Company's Memorandum and

Articles of Association. [See Explanatory Note (ii)].

(Resolution 4)

5. To re-elect Tan Sri Dato' A Ghani Bin Othman, a Director retiring pursuant to Article 85(6) of the Company's Memorandum

and Articles of Association. [See Explanatory Note (iii)].

(Resolution 5)

1. To note that Tan Sri Datuk Dr Ong Soon Hock will be retiring pursuant to Article 86 of the Company's Memorandum and Articles of Association and he will not be seeking re-election at this Annual General Meeting.
2. To approve the payment of Directors' Fees amounting to S$250,615.38 (2020: S$240,000) for the financial year ending

31 December 2021 to be paid at the end of each quarter during the financial year.

(Resolution 6)

8. To re-appoint Messrs PricewaterhouseCoopers LLP as the Company's Auditors and to authorise the Directors to fix their

remuneration.

(Resolution 7)

9. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

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

10. GENERAL MANDATE TO ISSUE SHARES OR CONVERTIBLE SECURITIES

That pursuant to Rule 806 of the listing rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"), and notwithstanding the provisions of the Memorandum and Articles of Association of the Company, authority be and is hereby given to the Directors of the Company to:

1. (i) allot and issue shares in the capital of the Company (the "Shares") (whether by way of rights, bonus or otherwise); and/or
2. 1. make or grant offers, agreements or options (collectively, the "Instruments") that may or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares,

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1. (notwithstanding that the authority conferred by paragraph 1 of this resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this resolution was in force,

at any time and from time to time upon such terms and conditions, whether for cash or otherwise, and for such purposes and to such persons as the Directors may think fit for the benefit of the Company, provided that:

1. the aggregate number of Shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed fifty per cent. (50%) of the total number of issued Shares excluding subsidiary holdings (as defined in the Listing Manual of the SGX-ST) and treasury shares of the Company (as calculated in accordance with sub-paragraph b. below), of which the aggregate number of Shares to be offered other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed twenty per cent.
   (20%) of the total number of issued Shares excluding subsidiary holdings (as defined in the Listing Manual of the SGX-ST) and treasury shares of the Company (as calculated in accordance with sub-paragraph b. below);
2. for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph a. above, the percentage of the total number of issued Shares excluding subsidiary holdings (as defined in the Listing Manual of the SGX-ST) and treasury shares shall be calculated based on the total number of issued Shares excluding subsidiary holdings (as defined in the Listing Manual of the SGX-ST) and treasury shares of the Company at the time of the passing of this resolution, after adjusting for:
3. 1. new Shares arising from the conversion or exercise of any convertible securities;
   2. new Shares arising from exercise of share options or vesting share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
   3. any subsequent bonus issue, consolidation or subdivision of Shares;
      provided that adjustments in accordance with sub-paragraphs (i) and (ii) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of passing of this resolution;
4. in exercising the authority conferred by this resolution, the Company shall comply with the provisions of the Listing
   Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the
   Memorandum of Association and Articles of Association for the time being of the Company; and
5. unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue 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 to be held, whichever is the earlier, except that the Directors shall be authorised to allot and issue Shares pursuant to any Instrument made or granted by the Directors while this resolution was in force notwithstanding that such authority has ceased to be in force at the time of issue of such Shares.
   [See Explanatory Note (iv)].

(Resolution 8)

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11. INTERESTED PERSON TRANSACTIONS

That for the purposes of Chapter 9 of the Listing Manual ("Chapter 9") of the SGX-ST:

1. approval be and is hereby given for the Company, its subsidiaries and associated companies that are considered to be "entities at risk" under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Annual Report for the financial year 2020
   (the "Appendix") with any party who is of the class of interested persons described in the Appendix, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions (the "Mandate");
2. the approval given in paragraph (1) above shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company; and
3. the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the Mandate and/or this Resolution. [See Explanatory Note (v)].

(Resolution 9)

12. RENEWAL OF SHARE PURCHASE MANDATE

1. That for the purposes of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST") and subject to the Companies Law Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the "Cayman Companies Law"), the Directors of the Company be and are hereby authorised to exercise all the powers of the Company to purchase or acquire issued ordinary shares fully paid in the capital of the Company (the "Shares") not exceeding in aggregate the Prescribed Limit (as defined below), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as defined below), whether by way of:
2. 1. market purchases on the SGX-ST, transacted through the ready market of the SGX-ST and through one or more duly licensed dealers appointed by the Company for that purpose ("Market Purchase"); and/or
   2. off-marketpurchases (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Cayman Companies Law and the Listing Manual ("Off-MarketPurchase"),

(the "Share Purchase Mandate");

1. unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:
2. 1. the conclusion of the next Annual General Meeting of the Company; or
   2. the date on which the next Annual General Meeting is required to be held; or

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1. the date on which such Share purchases or acquisitions are carried out to the full extent mandated; or
2. the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by shareholders in a general meeting,

in this Resolution:

"Average Closing Price" means the average of the closing market prices of the Shares over the last five consecutive Market Days, on which transactions in the Shares were recorded, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five consecutive Market Days and the day on which the Market Purchase or Off-Market Purchase is made; and

"date of the making of the offer" means the date on which the Company announces its intention to make an offer for the purchase or acquisition of the Shares to holders of Shares, stating the purchase price (which shall not be more than the Maximum Price determined on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase;

"Maximum Price" in relation to a Share to be purchased, means the purchase price (excluding related expenses of the purchase) not exceeding:

1. in the case of a Market Purchase, 105% of the Average Closing Price; and
2. in the case of an Off-Market Purchase, 120% of the Average Closing Price.

"Prescribed Limit" means in respect of the entire Relevant Period, such number of issued Shares which shall not exceed:

1. within any period of (6) six months, 1.5% of the issued Shares of the Company; and
2. within the entire Relevant Period, 3% of the issued Shares of the Company,

as at the date of the passing of this Resolution at which the renewal of the Share Purchase Mandate is approved unless the Company has effected a reduction of its share capital in accordance with the applicable provisions of the Cayman Companies Law, at any time during the Relevant Period or within any one financial year of the Company, whichever is the earlier, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered. Any of the Company's Shares which are held as treasury shares will be disregarded for purposes of computing the 3% limit; and

"Relevant Period" means the period commencing from the date of the Annual General Meeting ("AGM") at which the renewal of the Share Purchase Mandate is approved up to (i) the conclusion of the next AGM of the Company; or (ii) the date on which the next AGM is required to be held; or (iii) the date on which such Share purchases or acquisitions are carried out to the full extent mandated; or the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by shareholders in a general meeting, whichever is the earliest;

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1. in connection with the actions contemplated by the foregoing resolutions, any Director or any attorney or duly authorised signatory of the Company (any such person being an "Attorney" or "Authorised Signatory" respectively) be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as any Director or officer or such other person shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolutions, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or file (or cause to be made, executed, delivered or filed) with any person including any governmental authority or agency, all such agreements, documents, instruments, certificates, consents and waivers, and all amendments to any such agreements, documents, instruments or certificates, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable to carry out the intent of the foregoing resolutions, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced thereby;
2. any and all actions of the Company, or of a Director or any Attorney or Authorised Signatory, taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be and hereby are ratified, confirmed, approved and adopted in all respects as fully as if such action(s) had been presented to for approval, and approved by, all the Directors prior to such action being taken; 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 executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution. [See Explanatory Note (vi)].

(Resolution 10)

By Order of the Board

Abdul Jabbar Bin Karam Din

Company Secretary

Singapore,

13 April 2021

Explanatory Notes:

1. Dr Cheo Tong Choon @ Lee Tong Choon , upon re-election as a Director of the Company, will remain as the Chairman of the Board, an Executive Director and a Member of the Nominating Committee.
2. Mr Robert Loke Tan Cheng, upon re-election as a Director of the Company will remain as Chairman of the Audit Committee and Members of the Remuneration and Nominating Committees. Mr Robert Loke Tan Cheng is an Independent Director.
3. Tan Sri Dato' A Ghani Bin Othman, upon re-election as a Director of the Company will remain as Members of the Audit and Remuneration Committee. Tan Sri Dato' A Ghani Bin Othman is an Independent Director.

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