CAPITAL WORLD LIMITED
Company Registration No. CT-276295
(Incorporated in the Cayman Islands)
(the "Company")
MINUTES OF EXTRAORDINARY GENERAL MEETING
DATE | : Friday, 12 November 2021 | |
PLACE | : Held by way of electronic means | |
TIME | : | 11.00 a.m. |
PRESENT | : | Board of Directors |
(VIA LIVE WEBCAST) | Mr Low Chai Chong | - | Non-Executive and Independent Chairman |
Mr Siow Chien Fu | - | Executive Director and Chief Executive | |
Officer | |||
Mr Lim Kian Thong | - | Non-Executive and Independent Director | |
Mr Lam Kwong Fai | - | Non-Executive and Independent Director | |
Ms Tan Ler Choo | - | Non-Executive and Non-Independent | |
Director | |||
Shareholders | |||
Per attendance list maintained by the Company. | |||
IN ATTENDANCE | : Per attendance list maintained by the Company. | ||
CHAIRMAN OF MEETING | : Mr Low Chai Chong |
1. QUORUM OF MEETING
-
Mr Low Chai Chong, Non-Executive and Independent Chairman ("Chairman") of the
Company, called the extraordinary general meeting ("EGM" or the "Meeting") to order at 11.00 a.m. after confirming that a quorum was present. - The Chairman introduced the Board members, Financial Controller as well as the attendees representing the Auditors, Company Secretary, Sponsor, Polling Agent and Scrutineer who attended the Meeting through webcast.
2. NOTICE OF EGM
2.1 The Notice of EGM and Circular dated 28 October 2021 had been uploaded onto SGXNET for the requisite statutory period. The Notice of EGM was taken as read.
3. MEETING PROCEEDINGS
3.1 In line with the Catalist Rules, all resolutions were voted by way of poll. In accordance with the Joint Statement by Accounting and Corporate Regulatory Authority, Monetary
Authority of Singapore and Singapore Exchange Regulation titled "Additional Guidance on the Conduct of General Meetings During Elevated Safe Distancing Period", all resolutions tabled at this EGM were voted by appointing Chairman of the Meeting as proxy to vote in accordance with the specific voting instruction indicated by shareholders.
CAPITAL WORLD LIMITED
Minutes of Extraordinary General Meeting held on 12 November 2021
- The Chairman informed shareholders that in his capacity as Chairman of the Meeting, he had been appointed as proxy by a number of shareholders and had casted the votes on the resolutions in accordance with the specific instruction of those shareholders.
- The votes cast had been counted by the polling agent, Anton Management Solutions Pte Ltd, and had been verified by the scrutineers, Max Lewis Consultants Pte. Ltd.
4. QUESTIONS FROM SHAREHOLDER
- The Chairman informed the shareholders that the Company received some questions from a shareholder. As the questions were not substantive and relevant to the EGM, the Company had responded to the shareholder accordingly and the shareholder had acknowledged back.
- Then the Chairman proceeded with Meeting and informed the shareholders that Ordinary Resolutions 1 and 2 were inter-conditional, if either one of the inter-conditional resolutions was not approved, other inter-conditional resolution would not be passed.
5. ORDINARY RESOLUTION 1: THE PROPOSED ISSUE OF 11,939,595,565 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (THE "SCHEME SHARES") TO THE ENTITLED SCHEME CREDITORS (AS DEFINED HEREIN)
PURSUANT TO THE SHARE DISTRIBUTION UNDER THE SCHEME
- The Chairman informed the shareholders that the first item on the Agenda was to approve the Proposed Issue of 11,939,595,565 New Ordinary Shares in the Capital of the Company to the Entitled Scheme Creditors pursuant to the Share Distribution under the Scheme.
- The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 1: | 753,745,713 | 99.9999% | 1,000 | 0.0001% |
5.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 1 carried and RESOLVED:
"(i) That the Directors are hereby authorised to allot and issue 11,939,595,565 Scheme Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Share Distribution, to the Scheme Creditors, credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares, pursuant to the Share Distribution under the Scheme; and
- That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary Resolution 1."
6. ORDINARY RESOLUTION 2: THE PROPOSED TRANSFER OF CONTROLLING
INTEREST TO TWIN UNITRADE SDN BHD ("TU"), A SCHEME CREDITOR,
PURSUANT TO ISSUANCE OF 4,162,737,000 SCHEME SHARES UNDER THE SCHEME
6.1 The Chairman informed the shareholders that the next item on the Agenda was to approve the Proposed Transfer of Controlling Interest to Twin Unitrade Sdn Bhd, a
CAPITAL WORLD LIMITED
Minutes of Extraordinary General Meeting held on 12 November 2021
Scheme Creditor, pursuant to Issuance of Issue of 4,162,737,000 Scheme Shares under the Scheme.
6.2 The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 2: | 1,310,365,382 | 99.9999% | 1,000 | 0.0001% |
6.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 2 carried and RESOLVED:
"(i) That the Directors are hereby authorised to allot and issue 4,162,737,000 Scheme Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Share Distribution, to TU, credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares, pursuant to the Share Distribution under the Scheme; and
- That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary Resolution 2."
7. ORDINARY RESOLUTION 3: THE PROPOSED ISSUE OF 74,228,680 ADDITIONAL NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY (THE
"ADDITIONAL NEW SHARES") TO THE EX-EMPLOYEES, FINANCIAL CONTROLLER AND SCHEME MANAGER PURSUANT TO THE ADDITIONAL SHARE DISTRIBUTION
- The Chairman informed the shareholders that the next item on the Agenda was to approve the Proposed Issue of 74,228,680 Additional New Ordinary Shares in the Capital of the Company to the Ex-employees, Financial Controller and Scheme Manager pursuant to the Additional Share Distribution.
- The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 3: | 1,310,365,382 | 99.9999% | 1,000 | 0.0001% |
7.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 3 carried and RESOLVED:
"(i) That the Directors are hereby authorised to allot and issue 74,228,680 Additional New Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Additional Share Distribution, to the Company Creditors, credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares, pursuant to the Additional Share Distribution; and
CAPITAL WORLD LIMITED
Minutes of Extraordinary General Meeting held on 12 November 2021
-
That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary
Resolution 3."
8. ORDINARY RESOLUTION 4: THE PROPOSED ISSUE OF 158,000,000 ADDITIONAL NEW SHARES TO SIOW CHIEN FU, CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR; PURSUANT TO THE ADDITIONAL SHARE DISTRIBUTION
- The Chairman informed the shareholders that Ordinary Resolution 4 was to approve the Proposed Issue of 158,000,000 Additional New Ordinary Shares to Siow Chien Fu, Chief Executive Officer and Executive Director; pursuant to the Additional Share Distribution.
- The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 4: | 806,619,669 | 99.9999% | 1,000 | 0.0001% |
8.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 4 carried and RESOLVED:
"(i) That the Directors are hereby authorised to allot and issue 158,000,000 Additional New Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Additional Share Distribution, to Siow Chien Fu, Chief Executive Officer and Executive Director credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares; and
- That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary Resolution 4."
9. ORDINARY RESOLUTION 5: THE PROPOSED ISSUE OF 14,000,000 ADDITIONAL NEW SHARES TO LAM KWONG FAI, NON-EXECUTIVE AND INDEPENDENT DIRECTOR; PURSUANT TO THE ADDITIONAL SHARE DISTRIBUTION
- The Chairman informed the shareholders that the next item of the Agenda was to approve the Proposed Issue of 14,000,000 Additional New Ordinary Shares to Lam Kwong Fai, Non-Executive and Independent Director; pursuant to the Additional Share Distribution.
- The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 5: | 1,310,365,382 | 99.9999% | 1,000 | 0.0001% |
9.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 5 carried and RESOLVED:
CAPITAL WORLD LIMITED
Minutes of Extraordinary General Meeting held on 12 November 2021
"(i) That the Directors are hereby authorised to allot and issue 14,000,000 Additional New Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Additional Share Distribution, to Lam Kwong Fai credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares; and
-
That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary
Resolution 5."
10. ORDINARY RESOLUTION 6: THE PROPOSED ISSUE OF 18,780,550 ADDITIONAL NEW SHARES TO LOW CHAI CHONG, NON-EXECUTIVE INDEPENDENT CHAIRMAN; PURSUANT TO THE ADDITIONAL SHARE DISTRIBUTION
- The Chairman passed the chair to Mr Siow Chien Fu, the Executive Director and Chief Executive Officer of the Company as Ordinary Resolution 6 was to seek shareholders' approval on the Proposed Issue of Additional New Shares to the Chairman.
- Mr Siow took over the chair and informed the shareholders that Ordinary Resolution 6 was to the seek shareholders' approval on the Proposed Issue of Additional New Shares to Mr Low Chai Chong.
- The results of the poll were as follows:
FOR | AGAINST | |||
Resolution | Number of | Number | ||
of | ||||
shares | (%) | (%) | ||
shares | ||||
Ordinary Resolution 6: | 1,310,366,382 | 100.00% | 0 | 0.00% |
- Based on the results of the poll, Mr Siow declared Ordinary Resolution 6 carried and
RESOLVED:
"(i) That the Directors are hereby authorised to allot and issue 18,780,550 Additional New Shares at the Issue Price, subject to and in accordance with the terms and conditions of the Additional Share Distribution, to Low Chai Chong credited as fully paid-up, free from all liens, charges and other encumbrances and ranking pari passu in all respects with the then existing Shares; and - That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary
Resolution 6."
- That the Directors are hereby authorised to complete and do all such acts and things including, without limitation, executing all such documents and approving any amendments, alterations or modifications to any documents as they may consider necessary, desirable or expedient to give full effect to this Ordinary
- Mr Siow passed the chair back to Mr Low.
11. ORDINARY RESOLUTION 7: THE PROPOSED ISSUE OF 9,500,000 ADDITIONAL NEW SHARES TO LIM KIAN THONG, NON-EXECUTIVE AND INDEPENDENT DIRECTOR; PURSUANT TO THE ADDITIONAL SHARE DISTRIBUTION
- The Chairman informed the shareholders that the next item on the Agenda was to approve the Proposed Issue of 9,500,000 Additional New Ordinary Shares to Lim Kian Thong, Non-Executive and Independent Director; pursuant to the Additional Share Distribution.
- The results of the poll were as follows:
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Capital World Ltd. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 14:50:06 UTC.