Hotel Royal : Minutes Of Annual General Meeting Held On 30 April 2016
May 05, 2016 at 11:10 am
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Minutes of the 47th Annual General Meeting of Hotel Royal Limited ("Company") held at Hotel Royal @ Queens, Queen's Room, Level 3, 12 Queen Street, Singapore 188553 on Saturday, 30 April 2016 at 10.00 a.m.
Present
Board of Directors/Company Secretary
Dr Lee Keng Thon
Non-Executive Group Chairman
Shareholder
Proxy for:
Bank of Singapore Nominees Pte Ltd
DBS Nominees Pte Ltd
Lee Chin Chuan
The Great Eastern Life Assurance Company Limited
The Great Eastern Trust Private Limited
UOB Overseas Bank Nominees (Private) Limited
Col (Ret) Rodney How Seen Shing
Professor Pang Eng Fong (Independent Non-Executive Director)
Dr Tan Kim Song
Mr Lee Khin Tien
(Non-Executive Director)
Shareholder
Proxy for:
Aik Siew Tong Limited
Asia Building Berhad
Chan Tai Moy
Chip Keng Holding Berhad
Melodies Limited
Mr Lee Kin Hong
(Non-Executive Director)
Shareholder
Proxy for:
The Singapore-Johore Express Pte Ltd
Eng Keng Estate Management Pte Ltd
(Lead Independent Non-Executive Director)
(Independent Non-Executive Director)
In Attendance
Ms Sin Chee Mei (Company Secretary)
Mr Lee Chou Hock
(Chief Executive Officer)
Shareholder
Proxy for:
- Hock Tart Pte Ltd
Shareholders
Boey Kum Tong Francis (Mei Jintang)
Chan Kwee Yeow
Chan Sig Yam
Chan Toh Weng
Chan Wah Soon
Chia Kok Yee
Chiam Ai Huem
Chiam Toon Chew
Chiow Gek Inn
Chong Kwang Heng
Chow Kwok Pun
Distant Denis Walter
Fong Seng Narp
Fong Siew Fhong
Foong Soon Hoe
Ho Ah Moy @ Ho Lia Eng
Huwa Hong @ Thor Kwan Wai
Kam Dayi (Gan Dayi)
Kang Poh Lock
Koh Chin Hwa
Koh Siok Ngoh
Kong Ah Lay
Kwok Yue Meng
Lau Tat Fong
Liew Yok Lien
Lim Chuan Seng
Lim Kok Sun (Lin GuoShan)
Lim Swee Jin
Lim Yam Heng
Low Chen Kiong
Low Hee Koon
Low Moh Ngee
Lum Weng Yu
Mccallum John Charles
Ng Geok Buay
Ng Poh Soon
Ong Han Kiat
Ong Sze Wang (Wang Siyuan)
Poh Hou Chieng
Puah Poo Boon (Pan Fuwen)
Seet Hong Kheng
Shiao Chung Chiang
Song Kheng Kong
Tan Ah Lan
Tan Ah Soong
Tan Beng Chuan Frederick
Tan Kah Gek
Tan Kian Chuan (Chen JianZhuan)
Tan Kok Wah
Tan Kong Jok @Tan Kong Jeok
Tan See Wah
Tan Tok Jin
Mr Lee Chou Hor George
(General Manager of Group's Key Subsidiaries)
CPF/SRS Proxy for:
Mrs Wong-Yeo Siew Eng Deloitte & Touche LLP
Ms Teow Seok Boey Deloitte & Touche LLP
Mr Tyron Voon
Mr Roy Chia
Ms Koo Wei Jia
Ms Hong Lee Young
Ms Helen Tan
- DBS Nominees Pte Ltd
BDO Corporate Services Pte. Ltd.
BDO Corporate Services Pte. Ltd.
BDO Corporate Services Pte. Ltd.
BDO Corporate Services Pte. Ltd.
B.A.C.S. Private Limited
11. Ms Evelyn Ang
B.A.C.S. Private Limited
12. Ms Ng Geok Lan ZICO BPO Pte. Ltd.
Tan Yam Muay
Tay Bee Geok
Teng Cheong Guan
Toh Kiok Kun
Wee Hian Kok
Yap Hong Gek
Yap Swee Kee
Yeo Chee Wah
Yeow Meng Quee
Young Siew Low
Tan Seng Ho Phillip
Kong Yew Chye
Tan Yoik Born
Ang Zi Yang
Jake Chiam Tau Wen
Lim Gnee Kiang
Proxies
Proxy For Chan Seoh Khim Angelia
Proxy For Kam Ee Chen @Kam See Chen
Proxy For Kam Ee Chen @Kam See Chen
Proxy For Chan Chee Kiong/Lam Kum Kiu
Proxy For Sloane Court Hotel Pte. Ltd.
CPF/SRS Proxy For United Overseas Bank Nominees (Private) Limited
Observers
Chiam Heng Hsien
Kam See Chen
Kwok Lin Heng
Long Boo Teck
Yeong Ming Thim
Yong Kwet Pow
Chairman of the Board of Directors, Dr Lee Keng Thon, chaired the Annual General Meeting ("AGM" or the "Meeting"). Having noted that a quorum was present, he called the Meeting to order.
He then welcomed all shareholders and all those present. With the permission of the Meeting, the notice convening the Meeting was taken as read.
Chairman informed that in his capacity as Chairman of the Meeting, he had been appointed as proxy by a number of shareholders and that he would be voting in accordance with their instructions.
Chairman further informed that voting on all resolutions to be passed at the AGM would be by poll. He then demanded for a poll in accordance with the provisions of the Articles of Association of the Company. The Meeting also noted that under the Articles of Association, where a poll is demanded, it shall be taken in such manner as the Chairman may direct and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The polls were carried out electronically. ZICO BPO Pte. Ltd. was appointed scrutineer of the Meeting. The electronic poll voting services was provided by Trusted Source Pte. Ltd. A short PowerPoint presentation explaining the electronic poll voting process was shown. A test resolution was conducted to familiarize the shareholders with the electronic poll voting system.
Chairman proceeded with the business of the Meeting. The following were the resolutions passed at the AGM.
The summary of questions raised by shareholders and the replies provided by the Non-Executive Group Chairman - Dr Lee Keng Thon, CEO - Mr Lee Chou Hock, General Manager of Group's Key Subsidiaries - Mr Lee Chou Hor George and the representative of the external auditors are recorded in Appendix A.
Duly proposed and seconded, the following Ordinary Resolutions No. 1 to 10 were duly passed.
ORDINARY BUSINESS
ORDINARY RESOLUTION 1 - ADOPTION OF DIRECTORS' STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITORS' REPORT
"It was resolved that the Directors' Statement and Audited Financial Statements for the financial year ended 31 December 2015 and the Auditors' Report thereon be and are hereby received and adopted."
ORDINARY RESOLUTION 2 - DECLARATION OF ONE-TIER TAX EXEMPT FIRST AND FINAL DIVIDEND
"It was resolved that the payment of the First and Final Dividend of 5 cents per ordinary share one-tier tax exempt for the financial year ended 31 December 2015 be and is hereby approved."
ORDINARY RESOLUTION 3 - APPROVAL OF DIRECTORS' FEES
"It was resolved that the payment of Directors' Fees of S$207,300 for the financial year ended 31 December 2015 be and is hereby approved."
ORDINARY RESOLUTION 4 - RE-ELECTION OF MR LEE KIN HONG AS DIRECTOR
"It was resolved that Mr Lee Kin Hong, who retired pursuant to Article 117 of the Company's Articles of Association, being eligible and having offered himself for re-election, be and is hereby re-elected as Director of the Company."
ORDINARY RESOLUTION 5 - RE-APPOINTMENT OF DR LEE KENG THON AS DIRECTOR
"It was resolved that Dr Lee Keng Thon, who is over the age of 70 be and is hereby re-appointed as Director of the Company."
ORDINARY RESOLUTION 6 - RE-APPOINTMENT OF COL (RET) RODNEY HOW SEEN SHING AS DIRECTOR
"It was resolved that COL (Ret) Rodney How Seen Shing, who is over the age of 70 be and is hereby re-appointed as Director of the Company."
ORDINARY RESOLUTION 7 - RE-APPOINTMENT OF PROFESSOR PANG ENG FONG AS DIRECTOR
"It was resolved that Professor Pang Eng Fong, who is over the age of 70 be and is hereby re- appointed as Director of the Company."
ORDINARY RESOLUTION 8 - RE-APPOINTMENT OF MESSRS DELOITTE & TOUCHE LLP AS AUDITORS
"It was resolved that Messrs Deloitte & Touche LLP be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting and that the Directors be authorised to fix their remuneration."
SPECIAL BUSINESS
ORDINARY RESOLUTION 9 - AUTHORITY TO ISSUE SHARES
"It was resolved that pursuant to Section 161 of the Companies Act, Cap. 50 (the "Act"), the Articles of Association and the listing rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"), authority be and is hereby given to the Directors of the Company to:
(i) allot and issue shares in the capital of the Company ("Shares") (whether by way of rights, bonus or otherwise); and/or
(notwithstanding the authority conferred by this Resolution may have ceased to be in force):
issue additional instruments as adjustments in accordance with the terms and conditions of the Instruments made or granted by the Directors while this Resolution was in force; and
issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force or such additional Instruments in (b)(i) above,
(ii) 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 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; and
provided that:
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 50% of the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares issued other than on a pro rata basis to existing shareholders (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 5% of the Company's total number of issued Shares (excluding treasury shares, if any) (as calculated in accordance with sub-paragraph (2) below); and
(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 total number of issued Shares (excluding treasury shares, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares, if any) at the time of the passing of this Resolution, after adjusting for:-
new Shares arising from the conversion or exercise of convertible securities;
new Shares arising from the exercise of share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the SGX-ST Listing Manual; and
any subsequent bonus issue, consolidation or subdivision of Shares;
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the listing rules of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and
Hotel Royal Ltd. published this content on 05 May 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 May 2016 10:09:06 UTC.
Original documenthttp://hotelroyal.listedcompany.com/newsroom/20160505_171643_H12_MNW6JE0BPVNA6AVW.1.pdf
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Hotel Royal Limited is a hotelier and an investment holding company. The Company's segments include Hotel operation, which is engaged in owning and operating hotels, and providing ancillary services; Property investment, which is engaged in owning and letting out investment properties, and Financial investment, which is engaged in holding financial investments, such as shares, bonds and funds. It owns approximately eight hotels in Singapore, Malaysia and Thailand, which includes Hotel Royal, Hotel Royal at Queens, Hotel Royal Kuala Lumpur, Hotel Royal Signature, Hotel Royal Penang, The Baba House, Hotel Royal Bangkok at Chinatown and Burasari Resort. The Company also owns Grand Complex, a prime commercial complex in Wellington, New Zealand, which has approximately 278,000 square feet of lettable office and retail space, and around 323 car park lots. Its subsidiaries include Royal Properties Investment Pte Ltd, Royal Capital Pte Ltd and Castle Mall Properties Pte Ltd.