SHINVEST HOLDING LTD.

(Incorporated in the Republic of Singapore)

Company Reg. No. 198905519R

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirty-Second Annual General Meeting ("AGM") of Shinvest Holding Ltd. (the "Company") will be held by electronic means on Thursday, 30 December 2021 at 10.00 a.m. to transact the following business:

ORDINARY BUSINESS

1.

To receive and adopt the Directors' Statement and Audited Financial

Resolution 1

Statements for the financial year ended 31 August 2021.

2.

To declare a final tax exempt (one-tier) dividend of 3 cents per ordinary share

Resolution 2

for the financial year ended 31 August 2021.

3.

To re-elect Mr Teo Eng Thian, the Director who retires pursuant to Regulation

Resolution 3

87 of the Constitution of the Company and being eligible, will offer himself for

re-election.

4.

To approve Directors' fees of S$90,000 (2020: S$90,000) for the financial year

Resolution 4

ended 31 August 2021.

5.

To re-appoint BDO LLP as Independent Auditors of the Company and to

Resolution 5

authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

6.

That in accordance with Rule 210(5)(d)(iii) of the Listing Manual of the

Resolution 6

Singapore Exchange Securities Trading Limited (the "Listing Manual") which

will take effect on 1 January 2022, shareholders to approve the continued

appointment of Dr Chau Sik Ting @ Chao Sik Ting as an Independent Director

of the Company, this Resolution to remain in force until the earlier of Dr Chau

Sik Ting @ Chao Sik Ting's retirement or resignation; or the conclusion of the

third annual general meeting following the passing of this Resolution.

7.

That contingent upon the passing of Resolution 6 above, and in accordance

Resolution 7

with Rule 210(5)(d)(iii) of the Listing Manual which will take effect on 1 January

2022, shareholders (excluding directors, the chief executive officer and

their associates) to approve Dr Chau Sik Ting @ Chao Sik Ting's continued

appointment as an Independent Director of the Company, this Resolution

to remain in force until the earlier of Dr Chau Sik Ting @ Chao Sik Ting's

retirement or resignation; or the conclusion of the third annual general

meeting following the passing of this Resolution.

8.

To consider and, if thought fit, to pass, with or without modifications, the

Resolution 8

following resolution as Ordinary Resolution:-

Authority to issue shares

That pursuant to Section 161 of the Companies Act, Cap. 50 and the Listing

Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"),

authority be and is hereby given to the Directors of the Company to:

(1) (i)

issue shares in the capital of the Company whether by way of

rights, bonus or otherwise; and/or

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  1. 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 (as well as adjustments to) 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

  1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided 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 50% of the total number of issued shares excluding treasury shares and subsidiary holdings in the capital of the Company (as calculated in accordance with sub-paragraph (b) below), of which the aggregate number of shares and convertible securities to be issued other than on a pro rata basis to existing shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the total number of issued shares excluding treasury shares and subsidiary holdings in the capital of the Company (as calculated in accordance with sub-paragraph
    1. below);
  2. (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 (a) above, the percentage of issued shares shall be calculated based on the total number of issued shares excluding treasury shares and subsidiary holdings in the capital of the Company at the time this Resolution is passed, after adjusting for:
    1. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards outstanding or subsisting at the time this Resolution is passed; and
    1. any subsequent bonus issue, consolidation or sub-division of shares;
  1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
  2. the authority conferred by this Resolution 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 the earlier.

9. To consider and, if thought fit, to pass, with or without modifications, the following resolution as Ordinary Resolution:-

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Renewal of Share Buyback Mandate

Resolution 9

THAT:-

  1. for the purposes of the Sections 76C and 76E of the Companies Act, Cap. 50 (the "Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the share capital of the Company ("Shares") not exceeding the Maximum Limit (as hereafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of:
    1. on-marketpurchases (the "Market Purchase"), transacted on the Singapore Exchange Securities Trading Limited (the "SGX-ST") through the SGX-ST's trading system or, as the case may be, any other stock exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed dealers appointed by the Company for the purpose; and/or
    2. off-marketpurchases (the "Off-MarketPurchase") (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buyback Mandate");

  1. the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
    1. the date on which the next Annual General Meeting of the Company is held or required by law to be held;
    2. the date on which purchases or acquisitions of Shares by the Company pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
    3. the date on which the authority conferred by the Share Buyback Mandate is varied or revoked by Shareholders in a general meeting.
  2. in this Resolution:
    "Maximum Limit" means that number of issued Shares representing 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings (as defined in the Listing Manual of the SGX-ST)) as at the date of the passing of this Resolution;

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"Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding related expenses of the purchase) which shall not exceed:

  1. in the case of a Market Purchase, 105% of the Average Closing Price of the Shares; and
  2. in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price of the Shares,

where:

"Average Closing Price" means the average of the closing market prices of a Share over the last five (5) Market Days ("Market Day" being a day on which the SGX-ST is open for trading in securities) on which the Shares were transacted on the SGX-ST or, as the case may be, such securities exchange on which the Shares are listed or quoted, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs after the relevant five (5)-day period;

"day of the making of the offer" means the day on which the Company makes an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

  1. the Directors of the Company and/or any 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 he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.

ANY OTHER BUSINESS

10. To transact any other business that may be transacted at an Annual General Meeting.

By Order of the Board

Wong Tsui Hsuan

Company Secretary

Singapore

15 December 2021

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EXPLANATORY NOTES ON SPECIAL BUSINESS TO BE TRANSACTED

  1. Resolutions 6 & 7 - On 6 August 2018, the Singapore Exchange Securities Trading Limited ("SGX-ST") amended the Listing Manual following the publication of the Code of Corporate Governance 2018 ("CG Code 2018") by the Monetary Authority of Singapore. As part of the amendments to the CG Code 2018, certain guidelines from the Code of Corporate Governance 2012 were shifted into the Listing Manual for mandatory compliance. On 28 November 2018, the SGX-ST issued the Transitional Practice Note 3 to establish transitional arrangements for certain guidelines shifted into the Listing Manual. Pursuant thereto and notwithstanding the Rule 210(5)(d)(iii) of the Listing Manual has yet to take effect, to ensure that the independence designation of a Director who has served for more than 9 years, as at and from 1 January 2022, is not affected, the Company is seeking to obtain shareholders' approvals for the continued appointment of Dr Chau Sik Ting @ Chao Sik Ting as Independent Director prior to 1 January 2022, as he has served for more than 9 years on the Board of the Company.
    Rule 210(5)(d)(iii) provides that the continued appointment as Independent Director, after an aggregate period of more than 9 years on the Board, must be sought and approved in separate resolutions by (a) all shareholders and (b) shareholders excluding Directors, CEO, and their associates. Consequently, upon the passing of Resolutions 6 & 7, Dr Chau Sik Ting @ Chao Sik Ting will continue to serve as Independent Director of the Company, until the earlier of his retirement or resignation; or the conclusion of the third annual general meeting following the passing of Resolutions 6 & 7.
  2. Resolution 8, if passed, will empower the Directors from the date of this AGM until the next AGM, to allot and issue new shares and/or convertible securities in the Company up to a number not exceeding in total 50% of the issued shares excluding treasury shares and subsidiary holdings in the capital of the Company for the time being for such purposes as they consider would be in the interest of the Company, provided that the aggregate number of shares to be issued other than on a pro-rata basis to existing shareholders pursuant to this Resolution shall not exceed 20% of the issued shares excluding treasury shares and subsidiary holdings in the capital of the Company for the time being. The percentage of issued shares shall be based on the total number of issued shares excluding treasury shares and subsidiary holdings in the capital of the Company at the time the Resolution is passed after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards outstanding or subsisting at the time the Resolution is passed and (b) any subsequent bonus issue, consolidation or subdivision of shares. This authority will, unless previously revoked or varied at a general meeting, expire at the next AGM of the Company.
  3. Resolution 9, if passed, will empower the Directors of the Company, to purchase or otherwise acquire its issued Shares, on the terms of the Share Buyback Mandate. This authority will continue to be in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting is required by law to be held, whichever is the earlier, unless the authority is previously revoked or varied at a general meeting. Please refer to the Letter to Shareholders on Renewal of Share Buyback Mandate dated 15 December 2021 for further details.

Pursuant to COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings of Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, companies are allowed to hold meetings using electronic communication, video conferencing, tele-conferencing, or other electronic means in order to comply with the safe distancing measures imposed under the Infectious Diseases (Measures to Prevent the Spread of COVID-19) Regulations 2020. Accordingly, the Company wishes to inform all shareholders that the AGM is being convened, and will be held, by electronic means only and shareholders will not be able to attend the AGM in person. Shareholders may watch the AGM proceedings through a live webcast via their mobile phones, tablets or computers (the "Live Webcast"). To do so, shareholders need to pre-register online at https://conveneagm.sg/shinvestby 10.00 a.m. on 27 December 2021 (the "Registration Deadline") to create an account and to enable the Company to verify their status. Following the verification, authenticated shareholders will receive an email on their authentication status and will be able to access the Live Webcast of the AGM proceedings using the account created. Details of the steps for registration are set out in the Notes. Shareholders are advised to regularly check the Company's website and SGXNet for updates. In line with the provisions under the COVID-19 Order, no printed copies of the Notice of AGM, the Annual Report and/or the AGM Proxy Form ("Documents") will be despatched to Shareholders. An electronic copy of each of the Documents has been made available on SGXNET and on the Company's website at https://www.shinvest.com.sg/agm-egm.

IMPORTANT: Please read the Notes below.

COVID-19:

Pursuant to COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings of Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020:

  1. A quorum may be formed by two (2) members of the Company (or one (1) member if permitted by the legal instrument of the Company) personally or electronically present. A member is electronically present at the AGM if the member -
    1. attends the AGM electronically;
    2. is verified by the Company's Share Registrar as attending the AGM electronically; and
    3. is acknowledged by electronic means by the Chairman of the AGM as present at the AGM.

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Shinvest Holding Ltd. published this content on 15 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2021 08:48:03 UTC.