MEDINEX LIMITED

(the "Company")

(Company Registration No.: 200900689W)

(Incorporated in the Republic of Singapore)

------------------------------------------

Minutes of the Annual General Meeting ("AGM" or "Meeting") of the Company held by way of

electronic means on Wednesday, 28 July 2021 at 2.00 p.m.

PRESENT

MEMBERS

As per Attendance Sheet

DIRECTORS

Mr. Tan Lee Meng

-

Non-executive Chairman

Ms. Jessie Low Mui Choo

- Executive Director and Chief Executive Officer

Mr. Lim Tai Toon

- Lead Independent Non-executive Director

Mr. Wee Yiap Fook San

-

Independent Non-executive Director

Mr. Ye Binlin

-

Independent Non-executive Director

IN ATTENDANCE

As per Attendance Sheet

WELCOME AND INTRODUCTION

The Chairman, Mr. Tan Lee Meng welcomed the members to the AGM. The Chairman informed that due to the COVID-19 situation, the AGM was held via electronic means pursuant to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings Order 2020.

The Chairman acknowledged that members who were participating via live audio-visual webcast or live audio-only feed and whose identities have been verified by the share registrar of the Company would be taken as electronically present and counted for quorum of the Meeting purpose.

The Chairman introduced the Directors of the Company and those who were in attendance for the AGM via live webcast as follows:-

  • Ms. Jessie Low Mui Choo, the Executive Director and Chief Executive Officer
  • Mr. Lim Tai Toon, the Lead Independent Non-executive Director, chairman of the
    Audit Committee ("AC") and member of the Nominating Committee ("NC") and Remuneration Committee ("RC")
  • Mr. Wee Yiap Fook San, the Independent Non-executive Director, chairman of the RC and member of the AC and NC

MEDINEX LIMITED

Minutes of Annual General Meeting held on Wednesday, 28 July 2021

Page 2 of 7

  • Mr. Ye Binlin, the Independent Non-executive Director and chairman of the NC and member of the AC and RC
  • Ms. Low Siam Kiang, the Financial Controller of the Group
  • Ms. Valerie Low, the Business Development Director
  • Mr. Lee Kim Hung, the Chief Operating Officer
  • Mr. Chai Yee Hoi, the Managing Director and Company Secretary
  • Ms. Lin Moi Heyang, the Company Secretary
  • Mr. Tan Boon Kai, the Auditors from BDO LLP

(Post meeting notes: The Company would like to record that representatives from the Company's sponsor, Novus Corporate Finance Pte. Ltd., had also attended the AGM via live webcast.)

RETIREMENT OF MR. WEE YIAP FOOK SAN

The Chairman informed the members present that Mr. Wee Yiap Fook San would retire, without seeking for election, as a Director of the Company at the conclusion of the meeting.

Concurrent with his cessation as a Director of the Company, Mr. Wee Yiap Fook San would relinquish his role as the chairman of the RC and a member of the AC and NC of the Company.

The Board placed on record its appreciation to Mr. Wee Yiap Fook San for his valuable contribution to the Group during his tenure of office as an Independent Director of the Company.

QUESTIONS AND ANSWERS

The Chairman informed the members that all substantive questions have been answered by the Company and published on SGXNET and the Company's website on 26 July 2021.

QUORUM

There being a quorum present, the Chairman of the Board declared the meeting open.

NOTICE OF MEETING

The notice convening the meeting, having been published on SGXNET and the Company's website within the requisite period, was taken as read.

2

MEDINEX LIMITED

Minutes of Annual General Meeting held on Wednesday, 28 July 2021

Page 3 of 7

VOTING BY WAY OF POLL

The Chairman informed that in accordance with the Guidance on Conduct of Meeting issued by SGX, he had been appointed as proxy by shareholders and he had voted according to their specific instructions by way of poll.

The Chairman further informed that Entrust Advisory Pte. Ltd. has been appointed as the independent scrutineer for the polling process and all proxy forms received had been verified by Entrust Advisory Pte. Ltd.. The results of the polls would be announced once the proposed resolutions have been formally tabled.

AUDITED FINANCIAL STATEMENTS

The Chairman tabled the directors' statement, audited financial statements of the Group for the financial year ended 31 March 2021 to the members.

ORDINARY BUSINESSES

The Chairman proceeded to put the proposed resolutions at the meeting and announced the results of the polls as follows:-

RESOLUTION 1 - FINAL DIVIDEND

"That a final dividend (tax-exemptone-tier) of S$0.0084 per ordinary share for the financial year ended 31 March 2021 be hereby approved."

The verified results of the vote were:

No. of votes for No. of votes against Total votes cast

  • 48,512,790 shares representing 100%
  • 0 shares representing 0%
  • 48,512,790

The Chairman declared Ordinary Resolution 1 carried.

RESOLUTION 2 - DIRECTORS' FEES

"That the payment of Directors' Fees of S$84,677.00 for the financial year ended 31 March 2021 be approved."

The verified results of the vote were:

No. of votes for No. of votes against Total votes cast

  • 30,266,050 shares representing 100%
  • 0 shares representing 0%
  • 30,266,050

3

MEDINEX LIMITED

Minutes of Annual General Meeting held on Wednesday, 28 July 2021

Page 4 of 7

The Chairman declared Ordinary Resolution 2 carried.

RESOLUTION 3 - RE-ELECTION OF MR. TAN LEE MENG

As the next item on the agenda was related to the re-election of Mr. Tan Lee Meng, the Chairman of the Board, as director of the Company, the Chairman passed the Chair of the meeting to Ms. Jessie Low Mui Choo ("Ms. Jessie Low") to address the next item.

Ms. Jessie Low put forward the following proposed resolution at the meeting and announced the results of the poll as follows:-

"That Mr. Tan Lee Meng, who retires pursuant to Regulation 98 of the Company's Constitution, be re-elected as a Director of the Company."

The verified results of the vote were:

No. of votes for No. of votes against Total votes cast

  • 36,807,050 shares representing 100%
  • 0 shares representing 0%
  • 36,807,050

Ms. Jessie Low declared Ordinary Resolution 3 carried.

Mr. Tan Lee Meng resumed the Chair and put forward the following proposed resolutions.

RESOLUTION 4 - RE-ELECTION OF MR. YE BINLIN

"That Mr. Ye Binlin, who retires pursuant to Regulation 102 of the Company's Constitution, be elected as a Director of the Company."

The verified results of the vote were:

No. of votes for No. of votes against Total votes cast

  • 48,512,790 shares representing 100%
  • 0 shares representing 0%
  • 48,512,790

The Chairman declared Ordinary Resolution 4 carried.

RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS

"That Messrs. BDO LLP, be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Directors."

The verified results of the vote were:

No. of votes for

: 48,512,790 shares representing 100%

4

MEDINEX LIMITED

Minutes of Annual General Meeting held on Wednesday, 28 July 2021

Page 5 of 7

No. of votes against

:

0 shares representing 0%

Total votes cast

:

48,512,790

The Chairman declared Ordinary Resolution 5 carried.

SPECIAL BUSINESSES

RESOLUTION 6 - AUTHORITY TO ALLOT AND ISSUE SHARES

  1. "That, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Act"), and Rule 806 of the Singapore Exchange Securities Trading Limited ("SGX- ST") Listing Manual Section B: Rules of Catalist ("Catalist Rules"), authority be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors of the Company may in their absolute discretion deem fit, to:
    1. allot and issue shares in the capital of the Company whether by way of rights, bonus or otherwise;
    2. make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares
      (collectively, "Instruments") including but not limited to the creation and issue of options, warrants, debentures or other instruments convertible into shares;
    3. issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and
  2. (notwithstanding the authority conferred by the Shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force, provided always 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 one hundred percent (100%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro rata basis to Shareholders of the Company does not exceed fifty percent (50%) of the total number of issued shares excluding treasury shares and subsidiary holdings of the Company, 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 this paragraph) for the purpose of this resolution, the issued share capital shall be the Company's total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for;

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Medinex Ltd. published this content on 24 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 August 2021 09:43:05 UTC.