Replace - Annual General Meeting :: Voluntary

MEGACHEM LIMITED Registration No.198803293MNOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be convened and held by way of electronic means on Monday, 18 April 2022 at 10.00 a.m. to transact the following business: -

AS ORDINARY BUSINESS

• 1. To receive and adopt the Statement by Directors and Audited Financial Statements of the Company for the financial year ended 31 December 2021 together with the Independent Auditor's Report thereon.

  (Resolution 1)

• 2. To declare a final tax-exempt dividend of 1.2 cent per share for the financial year ended 31 December 2021 (2020: final tax-exempt dividend of 1 cent per share).

  (Resolution 2)

• 3. To approve Directors' fees of S$202,000 for the financial year ending 31 December 2022 (2021: S$166,000).

  (Resolution 3)

• 4. To re-elect Mr Chew Choon Tee who is retiring pursuant to Regulation 117 of the Company's Constitution.

  Mr Chew Choon Tee, will upon re-election as a Director of the

  Company, continue to serve as the Managing Director and as a

  member of the Nominating Committee.

  Key information on Mr Chew Choon Tee is found on page 18 of

  the Company's 2021 annual report.

• 5. (a)To re-elect Mr Chan Kam Loon who is retiring pursuant to Regulation 117 of the Company's Constitution.

Mr Chan Kam Loon, will upon re-election as a Director of the Company, continue to serve as an Independent Director, Chairman of the Audit Committee and as member of the Remuneration Committee and Nominating Committee. Mr Chan Kam Loon is considered independent for the purpose of Rule 704(7) of the Listing Manual of the Singapore Exchange Securities Trading Limited Section B: Rules of Catalist (the "Catalist Rules").

Key information on Mr Chan Kam Loon is found on page 20 of the Company's 2021 annual report.

(Resolution 4)

(Resolution 5)

• (b) That for the purposes of Rule 406(3)(d)(iii) of the Catalist Rules, and subject to and contingent upon the passing of Resolution 5 and Resolution 7:-

  (Resolution 6)

  (i)the continued appointment of Mr Chan Kam Loon as an Independent Director be and is hereby approved by the Shareholders of the Company; and

  (ii) such approval shall continue in force until the earlier of the retirement or resignation of Mr Chan Kam Loon as a Director or the conclusion of the third Annual General Meeting of the Company following the passing of this Resolution.

  [See explanatory Note (i)]

• (c) That for the purposes of Rule 406(3)(d)(iii) of the Catalist Rules, and subject to and contingent upon the passing of Resolution 5 and Resolution 6:-

  (Resolution 7)

  (i)the continued appointment of Mr Chan Kam Loon as an Independent Director be and is hereby approved by the Shareholders of the Company excluding the Directors and the chief executive officer of the Company and their respective associates; and

  (ii) such approval shall continue in force until the earlier of the retirement or resignation of Mr Chan Kam Loon as a Director or the conclusion of the third Annual General Meeting of the Company following the passing of this Resolution.

  [See explanatory Note (i)]

  6.

• (a) That for the purposes of Rule 406(3)(d)(iii) of the Catalist Rules, and subject to and contingent upon the passing of Resolution 9: -

  (Resolution 8)

  (i)the continued appointment of Dr Tay Kin Bee as an Independent Director be and is hereby approved by the Shareholders of the Company; and

  (ii) such approval shall continue in force until the earlier of the retirement or resignation of Dr Tay Kin Bee as a Director or the conclusion of the third Annual General Meeting of the Company following the passing of this Resolution.

  [See Explanatory Note (ii)]

• (b) That for the purposes of Rule 406(3)(d)(iii) of the Catalist Rules, and subject to and contingent upon the passing of Resolution 8:

(Resolution 9)

(i)the continued appointment of Dr Tay Kin Bee as an Independent Director be and is hereby approved by the Shareholders of the Company excluding the Directors and the chief executive officer of the Company and their respective associates; and

(ii) such approval shall continue in force until the earlier of the retirement or resignation of Dr Tay Kin Bee as a Director or the conclusion of the third Annual General Meeting of the Company following the passing of this Resolution.

[See Explanatory Note (ii)]

Key information on Dr Tay Kin Bee is found on page 21 of the Company's 2021 annual report.

7.

To re-appoint Messrs RSM Chio Lim LLP as auditors of the Company and to authorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

(Resolution 10)

To consider and, if thought fit, to pass the following Ordinary Resolutions with or without any modifications:-

8.

Authority to allot and issue shares and convertible securities

• (a) "That pursuant to Section 161 of the Companies Act 1967, and Rule 806 of the 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 may in their absolute discretion deem fit, to:

  • (i) issue and allot shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise;

  • (ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require Shares to be issued or other transferable rights to subscribe for or purchase Shares including but not limited to the creation and issue of warrants, debentures or other instruments convertible into Shares;

  • (iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and

• (b) (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

(Resolution 11)

• (i) 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 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 50% of the total number of issued shares excluding treasury shares of the Company.

  For the purpose of this resolution, the total number of issued shares excluding treasury shares is based on the Company's total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for;

  • a) new shares arising from the conversion or exercise of convertible securities, or

  • b) new shares arising from exercising 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 Catalist Rules, and

  • c) any subsequent bonus issue, consolidation subdivision of the Company's shares, and

  or

• (ii) such authority shall, unless revoked or varied by the Company at a general meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier."

[See Explanatory Note (iii)]

9.

To approve the renewal of Interested Person Transactions Mandate

(Resolution 12)

"That: -

(a) approval be and is hereby given for the purposes of

Chapter 9 of the Catalist Rules ("Chapter 9"), for the Company, its subsidiaries and associated companies (if any) that are considered to be "entities at risk" under Chapter 9, or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the Appendix to the Company's Letter to Shareholders dated 1 April 2022 (the "Letter"), with any party who is of the class of interested persons described in the Appendix to the Letter provided that such transactions are made on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders and in accordance with the Company's review procedures for such interested person transactions (the "IPT Mandate");

• (b) the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier; and

• (c) the Directors of the Company and each of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or each of them may consider expedient, necessary to give effect to the transactions contemplated and/or authorised by this ordinary resolution as they or each of them may in their or each of their absolute discretion deem fit in the interests of the Company."

10. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION

Mr Chew Choon Tee and Mr Chan Kam Loon are the Directors seeking re-election at the forthcoming Annual General Meeting of the Company to be convened on 18 April 2022 (collectively, the "Retiring Directors" and each a "Retiring Director").

Pursuant to Rule 720(5) of the Catalist Rules, the additional information relating to the Retiring Directors as set out in Appendix 7F to the Catalist Rules are disclosed on page 18 and 20 of the Company's 2021 annual report.

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