Company Announcement

MINUTES OF ANNUAL GENERAL MEETING

HELD ON 28 JULY 2021 AT 10.30AM

Present:

Directors:

  • John Lim Kok Min (Chairman & Independent Non-Executive Director)
  • Wong Yu Wei (Deputy Chairman & Executive Director)
  • Thomas Chu Kok Hong (Managing Director)
  • Chong Lit Cheong (Independent Non-Executive Director)
  • Professor Yong Kwet Yew (Independent Non-Executive Director)
  • Tam Chee Chong (Independent Non-Executive Director)

In Attendance via live audio-visual webcast:

Lee Keen Meng (Chief Financial Officer)

Attending by live webcast or audio conference:

Shareholders as set out in the attendance records maintained by the Company.

  • Tay Chee Wah (Secretary)
  • Raymond Lum Wai Meng (Chief Operating Officer)
  • Janet Chia Jin Min (Manager, Corporate Marketing & Investor Relations)
  • Kok Moi Lre (Auditor, PricewaterhouseCoopers LLP)
  • Teh Wee Wen (Auditor, PricewaterhouseCoopers LLP)
  • Rick Ong Zhi Wei (Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd)
  • Sia Chee Hui (Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd)
  • Hon Chia Hui (Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd)
  • Ms Tan Ching Ching (Independent Scrutineers, DrewCorp Services Pte Ltd)
  1. Quorum/Commencement
    Mr John Lim Kok Min, the Chairman, welcomed shareholders who joined the Annual General
    Meeting (the "Meeting") by the electronic means of "live" audio-visual webcast and audio-only feed.
    With the requisite quorum being present, the Chairman called the Meeting to order at 10.30 a.m.
    The Chairman introduced the members of the Board and management, and representatives from the auditors, share registrar and independent scrutineers who were in attendance by joining the Meeting via the "live" audio-visual webcast.
  2. Notice of Meeting
    The Notice of the Meeting dated 6 July 2021 having been circulated to the members was taken as read.
    The Chairman informed that due to the COVID-19 control measures in Singapore, the Meeting was held by electronic means.

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  1. Poll Voting
    The Chairman highlighted to shareholders that as mentioned in the Company's SGX announcement of 6 July 2021, shareholders would not be able to ask questions or vote during the Meeting and he had been appointed as proxy by the shareholders to vote on their behalf in accordance with their instructions.
    The Chairman added that in accordance with the requirements of the SGX Listing Rules, all Resolutions to be tabled at the Meeting would be voted by way of poll. As all instructions for the votes on the Resolutions had been given prior to the Meeting, all Resolutions would be taken as read, proposed and seconded.
    It was noted the poll votes had been collected and counted and DrewCorp Services Pte Ltd had been appointed as scrutineers in respect of the voting process.
  2. Presentation by Mr Wong Yu Wei
    Mr Wong Yu Wei was invited to make a presentation to shareholders and highlighted the following:
    BP Group Financial Performance Summary
    Despite the challenges arising from the COVID-19 pandemic, the Company managed to achieve excellent financial results. The Company's revenue declined 29% year-on-year to $301.4 million due to lower revenue from its Engineering and Construction business ("E&C"), the unit most adversely affected by the disruptions caused by the pandemic but this was slightly mitigated by higher real estate revenue.
    Profit before tax ("PBT"), however, achieved a record high as a result of the one-off gain from the establishment of the Boustead Industrial Fund ("BIF").
    Overview
    The key growth drivers of the Company's business strategy were broadly categorised into 3 baskets.
    1. Prudent execution to mitigate operational risk.
      For the financial year ended 2021 ("FY21"), the Company was impacted by the conditions imposed by the government in response to the Covid-19 pandemic. A 4- month shutdown of the built environment sector was imposed in Singapore and it had resulted in a substantial adverse impact on the Company's project sites, which extended beyond the shutdown period.
      The Company navigated through these unprecedented disruptions via the Company's existing Integrated Digital Delivery implementations, new technologies, alternative planning and industry collaborations.
      The Company gradually ramped up its construction activities and continued to mitigate inherent risk which would impact margins and returns of our projects.
    2. Boustead Industrial Fund
      The Company achieved a record net profit of S$131.7 million, and it was supported by the BIF transaction gain of S$134.8 million. Notwithstanding that the BIF returns might be higher as the Company injected 14 properties to allow for its set-up, management

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Company Announcement

was looking to achieve steady returns through the gradual expansion of BIF and further unlocking the value of the Company's remaining and future pipeline assets.

  1. Regional Expansion
    Apart from our E&C segment and BIF, the Company continued to pursue a number of development opportunities in Singapore and overseas to diversify the Company's profit streams.
    The Company was looking at the regional expansion through strategic partnerships. One of which was the option agreement for the intended formation of the KTG & Boustead Industrial Logistics Fund in Vietnam.
    KTG is a reputable local partner, and the option agreement was envisaged to allow the JV fund to acquire seed assets in Vietnam amounting to circa US$141 million in gross asset value, covering about 8.4million sqf of land and about 5.5million sqf of gross lettable area.

In addition, there was an identified pipeline in place to double the land area and GLA.

Business Review - Engineering & Construction

The E&C segment was the Company's key driver of revenue and also a substantial profit contributor previously. However, amidst the challenging environment, prolonged project closures, lower productivity and shortage of labour resources were experienced. This resulted in the E&C revenue being adversely impacted, with margins substantially reduced by pandemic-related and execution cost. Thus recorded a lower PBT.

On a positive note, the Company had secured S$178 million of new orders in the year, resulting in a current backlog of S$351 million as at the end of FY21 and new contracts were secured. Amongst the said $178 million new orders, half pertained to the E&C contract in Malaysia. This project was secured and commenced within the Singapore circuit breaker period, which was a testament to the Company's resilience.

Business Review - Real Estate

It was noted that both the revenue and PBT from Real Estate achieved an unprecedented high. Aside from the BIF impact on PBT, the higher real estate revenue was attributable to better occupancy rates and increased management fees from the Boustead Development Partnership.

For FY21, net property income's ("NPI") for both wholly-owned and jointly-owned properties were tracking higher due to improved occupancies which included the slew of significant leases announced at the end of last calendar year.

The full year recognition of income from the newly acquired 6 Tampines Industrial Avenue 5 property was also a contributing factor. With the divestment of 14 properties into BIF, the NPI would be expected to dip in the financial year ahead.

In the year of pandemic which induced stoppages and delays, the Company managed to obtain temporary occupation permit ("TOP") for Bombardier Phase 2, 351 on Braddell and the Razer SEA HQ. The Braddell development had pre-completion leases of over 60% and since then, the team has gone strong to secure more.

Following the BIF divestment, it was noted that Company currently has 4 wholly-owned properties with valuation of S$80 million in the leasehold portfolio which enjoyed full occupancy and have weighted average lease expiry ("WALE") of over 2 years.

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For the jointly-owned properties, the Company currently has 7 properties with valuation of S$469 million with healthy occupancy of 86% and a WALE of over 6 years.

The BIF portfolio included 14 properties with valuation of S$559 million and had close to full occupancy with WALE of over 7 years.

Mr Wong Yu Wei reported that currently, BP Group is in a strong financial position with very good standing in cash and equity with low debt. Management would continue to optimise these financial resources in order to maximise returns for all stakeholders.

Looking ahead

On business environment, the Company expected the construction sector to continue to be fraught with challenges. Notwithstanding this and barring any unforeseen disruptions caused by the Covid-19 pandemic, the Company expected its resilience to come through and remain profitable for FY2022.

The Company also expected to progressively benefit from the ongoing asset stabilisation of the pipeline properties such as ALICE@Mediapolis, 351 on Braddell and future development projects.

The BP Group has a portfolio of leasehold properties outside of BIF and would continue to work towards further unlocking their value in coming years, via injection into BIF or otherwise. The Company would also continue to pursue growth initiatives regionally, along with strategic opportunities such as the KTG & Boustead Industrial Logistics Fund.

The Board thanked and expressed their deep appreciation to all staff for their efforts and sacrifice during the year.

A copy of the presentation is annexed hereto marked Exhibit A.

  1. Responses to Advance Questions from Shareholders
    The Chairman reported that the Company had received several questions from shareholders prior to the Meeting. All substantial and relevant questions had been addressed by the Company and the responses were published on the SGXNet on 26 July 2021 and also uploaded on the Company's corporate website. He thanked shareholders who had taken their time to submit the questions in advance of the Meeting.

The Meeting then proceeded with the resolutions set out in the notice of Annual General Meeting dated 6 July 2021.

As Ordinary Business

  1. Resolution 1 (Ordinary) - Adoption of Audited Financial StatementsThe Chairman proposed the following resolution:
    "That the Directors' Statement and Audited Financial Statements for the year ended 31 March 2021 and the Independent Auditors' Report thereon as presented and submitted to this Meeting, be and are hereby received and adopted."
    The Chairman announced the result of the votes as follows:
    • Total number of votes cast: 243,314,977
    • Votes FOR the resolutions: 243,314,977 votes or 100%.

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    • Votes AGAINST the resolutions: 0 votes or 0%. The Chairman declared the resolution carried.
  2. Resolution 2 (Ordinary) - Approval of Final DividendThe Chairman proposed the following resolution:

    • "That a final tax-exempt(one-tier) dividend of 0.9 cent per ordinary share for the financial year ended 31 March 2021 be and is hereby approved."
      The Chairman announced the result of the votes as follows:
    • Total number of votes cast: 243,314,977
    • Votes FOR the resolution: 243,314,977 votes or 100%.
    • Votes AGAINST the resolution: 0 votes or 0%.

The Chairman declared the resolution carried.

  1. Resolution 3 (Ordinary) - Approval of Special DividendThe Chairman proposed the following resolution:
    "That a special tax-exempt(one-tier) dividend of 14.5 cent per ordinary share for the financial year ended 31 March 2021 be and is hereby approved."
    The Chairman announced the result of the votes as follows:
    • Total number of votes cast: 243,314,977
    • Votes FOR the resolution: 243,314,977 votes or 100%.
    • Votes AGAINST the resolution: 0 votes or 0%.

The Chairman declared the resolution carried.

  1. Resolution 4 (Ordinary) - Re-election of Mr John Lim Kok Min
    As this resolution concerned the re-election of the chairman, the chairmanship for the meeting for this resolution was passed to the Deputy Chairman, Mr Wong Yu Wei.
    The Deputy Chairman proposed the following resolution:
    "That Mr John Lim Kok Min be and is hereby re-elected as a director of the Company under Article 94 of the Company's Constitution."
    The Deputy Chairman announced the result of the votes as follows:
    • Total number of votes cast: 243,145,681
    • Votes FOR the resolution: 232,134,962 votes or 95.47%.
    • Votes AGAINST the resolution: 11,010,719 votes or 4.53%.

The Deputy Chairman declared the resolution carried.

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Boustead Projects Ltd. published this content on 26 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 August 2021 20:01:10 UTC.