TRITECH GROUP LIMITED TRITECH GROUP LIMITED
(Company Registration No. 200809330R)
(Incorporated in the Republic of Singapore)
(the "Company")
MINUTES OF ANNUAL GENERAL MEETING
PLACE | : By way of electronic means | |
DATE | : Thursday, 29 July 2021 | |
TIME | : | 10.30 a.m. |
CHAIRMAN OF THE MEETING | : | Professor Yong Kwet Yew |
QUORUM
There being a quorum present, Professor Yong Kwet Yew, Chairman of the meeting (the "Chairman") called the Annual General Meeting (the "Meeting") to order at 10.30 a.m.
The Meeting was convened by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Shareholders who had pre- registered online, together with the Board of Directors of the Company, had attended the Meeting via webcast. As shareholders will not be allowed to attend this Meeting physically, they had to appoint the Chairman of the Meeting as proxy to attend and vote on their behalf.
INTRODUCTION
The Chairman proceeded to introduce the members of the Board, Company Secretary, external auditors, and the scrutineer who were present at the Meeting through webcast to the shareholders.
NOTICE
All pertinent information relating to the proposed Resolutions are set out in the Notice of this Meeting dated 14 July 2021 together with the Annual Report for the financial year ended 31 March 2021 which have been circulated to the shareholders. The Notice convening the Meeting was taken as read.
The Chairman of the Meeting thanked those shareholders who have submitted their votes appointing him as proxy to vote on their behalf. All the proxy forms submitted at least 48 hours before the Meeting have been checked, counted and verified by the polling agent and scrutineer and found to be in order.
The Chairman also informed the shareholders that the Company's responses to the queries from the Securities Investors Association (Singapore) on the Company's Annual Report for the financial year ended 31 March 2021 will be uploaded on SGXNet and the Company's corporate website.
ORDINARY BUSINESS:
ORDINARY RESOLUTION 1 - DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021
The Meeting proceeded to receive and adopt the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2021 together with the Auditors' Report thereon.
The voting result of the poll was as follows:
TRITECH GROUP LIMITED | Page 2 of 7 |
Minutes of Annual General Meeting held on 29 July 2021 (Thursday) |
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That the Directors' Statement and Audited Financial Statements for the financial year ended 31 March 2021 together with the Auditors' Report thereon be and are hereby received and adopted."
ORDINARY RESOLUTION 2 - DIRECTORS' FEES OF S$190,000 FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021
The Board had recommended the payment of Directors' fees of S$190,000 for the financial year ended 31 March 2021.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That the payment of Directors' fees of S$190,000 for the financial year ended 31 March 2021 be approved."
ORDINARY RESOLUTION 3 - RE-ELECTION OF PROFESSOR YONG KWET YEW AS DIRECTOR OF THE COMPANY
Professor Yong Kwet Yew ("Professor Yong") who was retiring as a Director of the Company pursuant to Regulation 99 of the Constitution of the Company had signified his consent to continue in office.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That Professor Yong, who retired from the office in accordance with the Regulation 99 of the Constitution of the Company and being eligible, had offered himself for re-election, be and is hereby re-elected as a Director of the Company."
Professor Yong who was re-elected as a Director of the Company, remains as Non-Executive Chairman and Independent Director of the Company, Chairman of Nominating Committee and Remuneration Committee and a member of Audit Committee and will be considered independent for the purpose of Rule 704(7) of the Listing Manual Section B: Rules of Catalist ("Catalist Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST").
TRITECH GROUP LIMITED | Page 3 of 7 |
Minutes of Annual General Meeting held on 29 July 2021 (Thursday) |
ORDINARY RESOLUTION 4 - RE-ELECTION OF MR AW ENG HAI AS DIRECTOR OF THE COMPANY
Mr Aw Eng Hai ("Mr Aw") who was retiring as a Director of the Company pursuant to Regulation 99 of the Constitution of the Company had signified his consent to continue in office.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That Mr Aw, who retired from the office in accordance with the Regulation 99 of the Constitution of the Company and being eligible, had offered himself for re-election, be and is hereby re-elected as a Director of the Company."
Mr Aw who was re-elected as a Director of the Company, remains as Independent Director of the Company, Chairman of Audit Committee, a member of Nominating Committee and Remuneration Committee and will be considered independent for the purpose of Rule 704(7) of the Catalist Rules.
ORDINARY RESOLUTION 5 - APPROVAL OF THE CONTINUED APPOINTMENT OF PROFESSOR YONG KWET YEW AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS
Contingent upon the passing of Ordinary Resolution 3 and pursuant to Rule 406(3)(d)(iii)(A) of the Catalist Rules which will take effect from 1 January 2022, Shareholders to approve the continued appointment of Professor Yong as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third annual general meeting ("AGM") from the aforesaid approval.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That contingent upon the passing of Ordinary Resolution 3 and pursuant to Rule 406(3)(d)(iii)(A) of the Catalist Rules which will take effect from 1 January 2022, the continued appointment of Professor Yong as an Independent Director of the Company by Shareholders be approved and the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval."
ORDINARY RESOLUTION 6 - APPROVAL OF THE CONTINUED APPOINTMENT OF PROFESSOR YONG KWET YEW AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES)
Contingent upon the passing of Ordinary Resolutions 3 and 5 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules which will take effect from 1 January 2022, Shareholders, excluding the directors, the chief executive officer and their associates, to approve the continued appointment of Professor Yong as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM
TRITECH GROUP LIMITED | Page 4 of 7 |
Minutes of Annual General Meeting held on 29 July 2021 (Thursday) |
from the aforesaid approval.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 181,705,286 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"Contingent upon the passing of Ordinary Resolutions 3 and 5 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules which will take effect from 1 January 2022, the continued appointment of Professor Yong as an Independent Director of the Company by Shareholders, excluding the directors, the chief executive officer and their associates, be approved and the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval."
ORDINARY RESOLUTION 7 - APPROVAL OF THE CONTINUED APPOINTMENT OF MR AW ENG HAI AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS
Contingent upon the passing of Ordinary Resolution 4 and pursuant to Rule 406(3)(d)(iii)(A) of the Catalist Rules which will take effect from 1 January 2022, Shareholders to approve the continued appointment of Mr Aw as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That contingent upon the passing of Ordinary Resolution 4 and pursuant to Rule 406(3)(d)(iii)(A) of the Catalist Rules which will take effect from 1 January 2022, the continued appointment of Mr Aw as an Independent Director of the Company by Shareholders be approved and the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval."
ORDINARY RESOLUTION 8 - APPROVAL OF THE CONTINUED APPOINTMENT OF MR AW ENG HAI AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THEIR ASSOCIATES)
Contingent upon the passing of Ordinary Resolutions 4 and 7 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules which will take effect from 1 January 2022, Shareholders, excluding the directors, the chief executive officer and their associates, to approve the continued appointment of Mr Aw as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval.
The voting result of the poll was as follows:
TRITECH GROUP LIMITED | Page 5 of 7 | |
Minutes of Annual General Meeting held on 29 July 2021 (Thursday) | ||
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 181,705,286 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"Contingent upon the passing of Ordinary Resolutions 4 and 7 and pursuant to Rule 406(3)(d)(iii)(B) of the Catalist Rules which will take effect from 1 January 2022, the continued appointment of Mr Aw as an Independent Director of the Company by Shareholders, excluding the directors, the chief executive officer and their associates, be approved and the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval."
ORDINARY RESOLUTION 9 - RE-APPOINTMENT OF MESSRS ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY
The retiring auditors, Messrs Ernst & Young LLP, had expressed their consent to act as Auditors of the Company for the ensuing year.
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That Messrs Ernst & Young LLP, who have expressed their consent to continue in office, be and is hereby re-appointed as Auditors of the Company until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Directors."
SPECIAL BUSINESS:
ORDINARY RESOLUTION 10 - GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES
The voting result of the poll was as follows:
Total Votes | Percentage of Total Votes | |
(%) | ||
For the Resolution | 338,648,028 | 100.00 |
Against the Resolution | 0 | 0.00 |
Based on the above result, the Chairman of the Meeting declared the motion carried and it was
RESOLVED:
"That, pursuant to Section 161 of the Companies Act, Chapter 50 ("Companies Act") and Rule 806(2) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ("SGX-ST") ("Catalist Rules"), authority be and is hereby given to the Directors to:
- (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or;
- make or grant offers, agreements or options (collectively "Instruments") that might or
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Tritech Group Limited published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 09:41:01 UTC.
