CHINA AVIATION OIL (SINGAPORE) CORPORATION LTD

(Company Registration No: 199303293Z)

(Incorporated in Singapore)

Minutes of 29th Annual General Meeting of the Company held on Thursday, 27 April 2023 at 3:00 p.m. at Room 700, Stephen Riady Auditorium @NTUC, One Marina Boulevard, Singapore 018989.

Present:

Board of Directors

Mr Gong Feng, Chairman of the Board/Non-Executive,

Non-Independent Director

Mr Teo Ser Luck, Lead Independent Director

Mr Shi Lei, Non-Executive,Non-Independent Director

Mr Zhang Yuchen, Non-Executive,Non-Independent Director

Mr Lin Yi, Chief Executive Officer/Executive Director

Mr Hee Theng Fong, Independent Director

Dr Fu Xingran, Independent Director

Dr Jeffrey Goh Mau Seong, Independent Director

Dr Richard Yang Minghui, Non-Executive,

Non-Independent Director

Shareholders/Proxies

As set out in the attendance records maintained by the

Company

In Attendance:

Mr Zou Yaoping, Chief Financial Officer/Vice President

Mrs Doreen Nah, Company Secretary/General Counsel cum

Head of Legal & Compliance/Office of Board Secretary

Mr Koh Jia Mian, Head of Finance

By Invitation:

Mr Ho Kok Yong, Deloitte & Touche LLP

Mr Glenn Koh Si Jie, Deloitte & Touche LLP

Mr Lean Min-Tze, Baker & Mckenzie.Wong & Leow

Ms Natania Ng, Baker & Mckenzie.Wong & Leow

  1. INTRODUCTION
    Mr Zou Yaoping, Chief Financial Officer/Vice President ("CFO/VP"), delivered a short presentation on the financial performance of the Company for the financial year ended 31 December 2022 and its business outlook for the current financial year.
  2. WELCOME ADDRESS

2.1 On behalf of the Board of Directors, Chairman, Mr Gong Feng ("Chairman"), welcomed all present at the 29th Annual General Meeting of the Company ("29th AGM") and, having ascertained that a quorum was present, called the 29th AGM to order at 3:20 p.m.

3. NOTICE OF 29TH ANNUAL GENERAL MEETING

3.1 The notice convening the 29th AGM dated 31 March 2023 ("Notice of Annual General Meeting") which had been published in the Business Times as well as on

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SGXNet and the Company's website on 31 March 2023, was taken as read. All Directors of the Company were present at the 29th AGM.

  1. Reliance 3P Advisory Pte Ltd had been appointed as the independent scrutineer to direct and supervise the counts of votes cast through valid proxies and Boardroom Corporate & Advisory Services (Pte) Ltd had been appointed as the polling agent for the 29th AGM.
  2. Before proceeding with the business of the 29th AGM, Chairman added that in accordance with Regulation 64 of the Constitution of the Company, each of the Resolutions set out in the Notice of Annual General Meeting would be decided by way of a poll. Polling would be conducted electronically via wireless handheld device.
  3. Chairman informed that as of 18 April 2023, 5 p.m., no questions were received from shareholders and investors who hold shares through relevant intermediaries by the aforesaid deadline. He added that the Company had however received three questions from the Securities Investors Association (Singapore) ("SIAS") and had published its responses to all questions received from SIAS on the SGXNet and the Company's website prior to the 29th AGM. Chairman further informed that questions to which responses had been made prior to the 29th AGM would not be addressed again.
  4. Chairman proceeded to deal with the business of the Meeting.

4. ORDINARY BUSINESS

As Ordinary Resolutions

4.1 Resolution 1 - Adoption of Directors' Statement and Audited Financial

Statements for the year ended 31 December 2022 and the Auditors' Report thereon.

  1. The Chairman tabled the motion which read as follows:
    To receive and adopt the Directors' statement and audited financial statements for the financial year ended 31 December 2022 together with the auditors' report thereon.
  2. The motion was proposed by Ms Tee Siew Kim and seconded by Mr Winston Seah.
  3. In response to Ms Jane Lee Lay Tin's enquiry on the Company's high inventory as compared to the year before, Mr Zou Yaoping, CFO/VP explained that the Company managed to capture opportunities in arbitrage trading which accounted for the relatively higher than its usual inventory level as at 31 December 2022. He added the inventory level of the Company had reverted to its usual inventory level following fulfilment of contracted deliveries early this year. He also added that the Company's inventory level had generally remained stable. Regarding Ms Jane Lee's enquiry on the recovery of the business of Shanghai Pudong International Airport Aviation Fuel Supply Company Ltd ("SPIA") which had been impacted by the COVID-19 pandemic, Mr Zou Yaoping replied that China's domestic air travel had been recovering

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progressively, while its outbound travel had been recovering at a much slower pace. As such, SPIA's jet fuel supply volume for domestic flights had shown good recovery progress while its jet fuel supply volume for international flights had recovered at a slower pace.

In response to Ms Law Lan Hua's enquiry on the Company's hedging business, Mr Zou Yaoping explained that the Company seeks to generate steady returns for its shareholders, and in doing so, the Company limits its risk exposure within acceptable levels as well as relies on its hedging strategies to mitigate the overall volatility in its earnings. Ms Law Lan Hua also enquired on the negative net operating cash flow at the end of last year, to which Mr Koh Jia Mian, Head of Finance, explained that the negative net operating cash flow was mainly attributed to the significant increase in inventory level as at end of 2022. He added that the accounts receivable for the aforementioned inventory had been collected in a timely manner. He also added that the Company's financial position remains healthy. In response to Ms Law Lan Hua's enquiry on the Company's outlook for 2023, Mr Koh Jia Mian replied that the Company is cautiously optimistic on its performance for the current financial year but would not provide any earnings forecast.

In response to Mr Winston Seah's enquiry on the Company's low finance costs, Mr Zou Yaoping attributed that to three aspects: (1) the financial position of the Company had remained healthy with sufficient capital; (2) given the Company's good credit standing in the industry, its cash utilisation remained relatively low as it is normally not required to make upfront cash outlays; and (3) the Company upholds good financial management practices and has a professional and efficient financial management team. He added that the Company would continue to exercise effective financial management and create value for its shareholders. In view of the high price volatility in global oil markets, Mr Winston Seah asked how the Company managed to maintain its profitability amidst such a challenging environment. Mr Zou Yaoping responded that: (1) under the strong support of its major shareholders, China National Aviation Fuel Group Limited ("CNAF") and BP Investments Asia Limited ("BPIA"), the Company's performance had remained steady; (2) the Company has an excellent risk management team and trading team to assist the Company in hedging its potential risks in a timely manner, thereby managing those risks within the prescribed risk limits; and (3) the Management and staff had been proactively seeking steady growth for the Company and remain committed to providing shareholders with sustainable returns. In response to Mr Winston Seah's third enquiry on the increase in administrative expenses incurred by the Company last year, Mr Koh Jia Mian explained that the year-on-year increase in total administrative expenses was mainly attributable to the increase in staff costs and expected credit losses provision. He emphasised that the latter was merely an accounting treatment which did not represent actual cash outlay.

  1. There being no further questions, Chairman put Resolution 1 to vote. The results of the votes conducted by poll were as follows:

For

Against

Number of

%

Number of

%

Shares

Shares

636,998,333

99.90

612,508

0.10

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  1. Based on the results of the poll, Chairman declared Resolution 1 carried.

4.2 Resolution 2 - Declaration of First and Final (One-Tier, Tax Exempt) Ordinary Dividend for the Financial Year Ended 31 December 2022.

  1. Chairman tabled the motion relating to the declaration and payment of a first and final (one-tier, tax exempt) dividend of 1.6 Singapore cents per ordinary share for the financial year ended 31 December 2022.
  2. The motion was proposed by Mr Winston Seah and seconded by Ms Tee Siew Kim.
  3. Mr Tushar Podda commented that shareholders would mainly look for three aspects in the Company and they were namely, sustainable growth in its operations, continuous increase in the Company's share price and dividend payout. In response to his enquiry on how the Company intends to create long-term value for its shareholders, Mr Lin Yi, Chief Executive Officer/Executive Director, replied that the civil aviation industry had been severely impacted by the COVID-19 pandemic during the last three years, and as a result, the Company's jet fuel supply business had been adversely affected. Nevertheless, the Company had continued to innovate its business model and generated creditable earnings by actively seizing favourable market opportunities in arbitrage trading of jet fuel in 2022. He further added that the Company had remained committed to maintaining its dividend policy of a dividend payout rate of 30% of the Group's annual consolidated net profits attributable to shareholders. Despite market uncertainties, the Company would continue to grow its jet fuel supply and trading business, complemented by trading in other oil products. At the same time, the Company would also seek opportunities for strategic expansion through investments in synergetic and strategic oil-related assets. In working towards advancing the Company's green initiatives, the Company had established a Board Sustainability Committee. The Company had also engaged an international and reputable company to assist the Company to devise its sustainability strategies and roadmap for the next three to five years. The Company is also actively seeking to establish its sustainable aviation fuel ("SAF") and other biofuel-related businesses. At present, the Company has successfully obtained two necessary accreditations namely, ISCC CORSIA and ISCC EU, for participation in the SAF industry. The Company is also actively seeking suitable investment opportunities in new energy-related asset investments.
  4. There being no further questions, Chairman put Resolution 2 to vote. The results of the votes conducted by poll were as follows:

For

Against

Number of

%

Number of

%

Shares

Shares

637,208,791

99.95

308,296

0.05

  1. Based on the results of the poll, Chairman declared Resolution 2 carried.

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4.3 Resolution 3 - Approval of Directors' Fees for the Financial Year Ended 31 December 2022

  1. The Chairman tabled the motion relating to the proposed payment of S$446,275 as Directors' fees for the financial year ended 31 December 2022.
  2. The motion was proposed by Ms Tee Siew Kim and seconded by Ms Tan Moey Lee.
  3. Chairman put Resolution 3 to vote. The results of the votes conducted by poll were as follows:

For

Against

Number of

%

Number of

%

Shares

Shares

636,855,838

99.90

610,404

0.10

  1. Based on the results of the poll, Chairman declared Resolution 3 carried.

4.4 Resolution 4 - Re-election of Mr Gong Feng as a Director Pursuant to Regulation 94 of the Constitution

(a) As Resolution 4 related to the re-election of Mr Gong Feng as Director pursuant to Regulation 94 of the Constitution of the Company, Mr Teo Ser Luck took over the Chair and tabled the motion relating to the re-election of Mr Gong Feng as a Director pursuant to Regulation 94 of the Constitution of the Company. Mr Gong Feng had indicated his willingness to be re-elected as a Director of the Company. Upon re- election, Mr Gong Feng would continue to serve as the Chairman of the Board of Directors of the Company. He is considered a Non-Executive,Non-Independent Director.

(b) The motion was proposed by Mr Winston Seah and seconded by Mr Tan Kong Ann.

(c) Mr Teo Ser Luck put Resolution 4 to vote. The results of the votes conducted by poll were as follows:

For

Against

Number of

%

Number of

%

Shares

Shares

636,434,891

99.85

970,106

0.15

(d) Based on the results of the poll, Resolution 4 was declared carried.

4.5 Resolution 5 - Re-election of Mr Zhang Yuchen as a Director Pursuant to Regulation 94 of the Constitution of the Company

  1. Chairman tabled the motion relating to the re-election of Mr Zhang Yuchen as a Director pursuant to Regulation 94 of the Constitution of the Company. Mr Zhang Yuchen had indicated his willingness to be re-elected as a Director of the Company.

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China Aviation Oil (Singapore) Corp. Ltd. published this content on 24 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2023 00:55:06 UTC.