Replace - Annual General Meeting :: Voluntary

BEST WORLD INTERNATIONAL LIMITED

(the "Company" or "BWIL")

(Company Registration No. 199006030Z)

(Incorporated in the Republic of Singapore)

		MINUTES OF ANNUAL GENERAL MEETING
PLACE	:	Via "Live" webcast
DATE	: Thursday, 30 September 2021
TIME	:	10.00 am
PRESENT	: Dr. Dora Hoan (Co-Chairman, Group CEO/ Managing Director)
		Dr. Doreen Tan (Co-Chairman, President);
		Mr. Huang Ban Chin (Executive Director and Chief Operating Officer)
		Mr. Lee Sen Choon (Chairman of Audit Committee and Lead Independent
		Director);
		In Attendance:
		Ms. Koh Hui, Senior Group Financial Controller
		Joined Meeting Virtually
		Mr. Adrian Chan (Chairman of Remuneration Committee)
		Mr. Chester Fong (Chairman of Nominating Committee)
ATTENDANCE	: As set out in the attendance records maintained by the Company. (Due
		to the restriction on the use of personal data pursuant to the provisions of
		the Personal Data Protection Act 2012, the names of the shareholders
		present at the meeting will not be published in these minutes.)
CHAIRMAN	: Mr. Huang Ban Chin (Executive Director and Chief Operating Officer)

CHAIRMAN

The Board has appointed Mr. Huang Ban Chin, the Executive Director of the Company, as Chairman of the Annual General Meeting ("AGM").

The Chairman welcomed Shareholders to the Live Webcast AGM. He apologised for the delayed Annual General Meeting for FY2020 as additional time was required for the auditors to finalise their audit.

Due to the limit on the number of attendees imposed by the authorities, the other Directors namely Mr. Adrian Chan and Mr. Chester Fong who joined the meeting virtually and reported their attendance electronically.

QUORUM

As the Company Secretary has advised that a quorum was present in accordance with the Covid- 19 Alternative Arrangements for Meetings Order, the Chairman declared the meeting open at 10.02 a.m.

BEST WORLD INTERNATIONAL LIMITED

Minutes of Annual General Meeting held on Thursday 30 September 2021

Page 2 of 10

OPENING ADDRESS

The Chairman introduced the Directors and Senior Group Financial Controller who were physically present in this Meeting as well as those directors who joined the meeting virtually:

• Dr. Dora Hoan (Co-Chairman, Group CEO/ Managing Director);
• Dr. Doreen Tan (Co-Chairman, President);
• Mr. Lee Sen Choon (Chairman of Audit Committee and Lead Independent Director);
• Mr. Adrian Chan (Chairman of Remuneration Committee);
• Mr Chester Fong (Chairman of Nominating Committee); and
• Ms. Koh Hui, Senior Group Financial Controller

QUESTIONS AND ANSWERS

The relevant questions received from shareholders have been substantially answered especially with regards to the steps that need to be taken by the Group in order to transit to direct selling in China. It will be posted on the SGXNET and the Company's corporate website on the same day. Should shareholders have further questions, they were invited to send in their questions via electronic mail to [e-mail]

The Chairman took the opportunity to provide shareholders with an explanation on the following 2 relevant areas which may be of interest to shareholders: -

• Firstly, the continued US-China tensions, including sweeping crackdowns in unrelated sectors, drastic policy changes and on-off lockdowns due to COVID-19 cases, these are just a few of the many uncertainties faced in our largest market of China. Sudden changes in policy or regulation may possibly have wide-ranging implications for the Group's business in China.
  Presently, these policies changes do not have any significant impact on medium-size companies like BWL China. At the same time, BWL China had and will continue to rely on our China legal advisors to advise us on legal and regulatory issues concerning the business and work closely with relevant local authorities to ensure that we are in compliance with the relevant laws and regulations.
• Secondly, all the markets that the Group operates in are not showing any signs of return to normalcy from the COVID-19 pandemic despite the rollout of the vaccine.
  On the contrary, markets that were seemingly well controlled previously are also affected by the pandemic. The lockdowns, lifestyle restrictions, travel bans etc., in relation to these secondary infections have and will continue to impact consumer sentiments in a negative way.
  We expect in the coming months, delayed orders from the Group's contract manufacturers and vendors is inevitable as a result of factory closure from the lockdowns.
  All these present strong challenges to the Group's plan in maintaining business growth.

BEST WORLD INTERNATIONAL LIMITED

Minutes of Annual General Meeting held on Thursday 30 September 2021

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In conclusion, management maintains a very cautious outlook in terms of its performance moving forward.

NOTICE

The Notice convening the meeting was taken as read.

POLL VOTING

All resolutions at the Live Webcast AGM were voted by poll pursuant to the Company's Constitution and Listing Rule 730A(2) of the Singapore Exchange Securities Trading Limited ("SGX-ST"). The poll voting procedures complied with the COVID-19 Alternative Arrangements for Meetings Order and as outlined in the Important Notice to Shareholders Announcement, the poll votes have been collected and the results were presented in the AGM Webcast

The Company has appointed Trusted Services Pte. Ltd. as polling agent and Tricor Evatthouse Corporate Services as Scrutineer for purpose of the poll voting. The proxies lodged have been checked by the polling agent and scrutineer.

CHAIRMAN APPOINTED AS PROXY

The Chairman of the AGM has been appointed as proxy by all shareholders in accordance with the COVID-19 Alternative Arrangements for Meetings Order.

BUSINESS OF AGM

The Chairman proceeded with the formal business of the Live Webcast AGM. All the resolutions and poll voting results were presented during the Live Webcast AGM.

ORDINARY BUSINESS:

RESOLUTION 1 - AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

Resolution 1 as follows was taken as read:-

"That the Audited Financial Statements for the financial year ended 31 December 2020 and the Directors' Statement and Auditors' Report be received and adopted."

The Shareholders have cast their votes and with the voting results as shown below, the Chairman declared that Ordinary Resolution 1 was carried by majority:-

			For	Against
	Total number of			As a		As a
	shares			percentage of		percentage of
	represented by			total number		total number
	votes for and			of votes for		of votes for
	against the			and against		and against
Ordinary	relevant	Number of		the resolution	Number of	the resolution
Resolution	resolution	Shares		(%)	Shares	(%)
1	378,710,789	327,604,262		86.51%	51,106,527	13.49%

BEST WORLD INTERNATIONAL LIMITED

Minutes of Annual General Meeting held on Thursday 30 September 2021

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RESOLUTION 2 - DIRECTORS' FEES FOR FINANCIAL YEAR ENDED 31 DECEMBER 2020

The Board had recommended the payment of the payment of Directors' fees of S$242,000 for the financial year ended 31 December 2020.

Resolution 2 as follows was taken as read:-

"That the payment of Directors' fees of S$242,000 for the financial year ended 31 December 2020 be approved."

The meeting was informed that all Directors who are entitled to the Directors' fees have accordingly abstained from voting on Resolution 2.

The Shareholders have cast their votes and with the voting results as shown below, the Chairman declared that Ordinary Resolution 2 was carried by majority: -

	Total number of		For		Against
	shares			As a			As a
	represented by			percentage of			percentage of
	votes for and			total number of			total number of
	against the			votes for and			votes for and
Ordinary	relevant	Number of		against the	Number		against the
Resolution	resolution	Shares		resolution (%)	of Shares		resolution (%)
2	379,913,489	379,876,664		99.99%	36,825		0.01%

RESOLUTION 3 - RE-ELECTION OF MR. HUANG BAN CHIN AS DIRECTOR

Article 93 of the Constitution of the Company provides for one-third of the Directors to retire by rotation at every Annual General Meeting. It was noted that the Directors who were to retire pursuant to Article 93 of the Company's Constitution were Mr. Huang Ban Chin and Mr. Lee Sen Choon.

Mr. Huang Ban Chin who was retiring under Article 93 of the Company's Constitution and being eligible for re-election, had consented to continue in office.

Resolution 3 as follows was taken as read:-

"That Mr. Huang Ban Chin retiring under Article 93 of the Company's Constitution be and is hereby re-elected as a Director of the Company."

The Shareholders have cast their votes and with the voting results as shown below, the Chairman declared that Ordinary Resolution 3 was carried by majority:-

	Total number of		For		Against
	shares			As a			As a
	represented by			percentage of			percentage of
	votes for and			total number of			total number of
	against the			votes for and			votes for and
Ordinary	relevant	Number of		against the	Number		against the
Resolution	resolution	Shares		resolution (%)	of Shares		resolution (%)
3	356,613,489	354,347,063		99.36%	2,266,426		0.64%

BEST WORLD INTERNATIONAL LIMITED

Minutes of Annual General Meeting held on Thursday 30 September 2021

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RESOLUTION 4 - RE-ELECTION OF MR. LEE SEN CHOON AS DIRECTOR

Mr. Lee Sen Choon who was retiring under Article 93 of the Company's Constitution and being eligible for re-election, had consented to continue in office.

Resolution 4 as follows was taken as read:-

"That Mr. Lee Sen Choon retiring under Article 93 of the Company's Constitution be and is hereby re-elected as a Director of the Company."

The Shareholders have cast their votes and with the voting results as shown below, the Chairman declared that Ordinary Resolution 4 was carried by majority:-

	Total number of		For	Against
	shares			As a		As a
	represented by			percentage of		percentage of
	votes for and			total number of		total number of
	against the			votes for and		votes for and
Ordinary	relevant	Number of		against the	Number of	against the
Resolution	resolution	Shares		resolution (%)	Shares	resolution (%)
4	379,913,489	337,157,462		88.75%	42,756,027	11.25%

RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS

The retiring auditors, Messrs Ernst & Young LLP, had expressed their willingness to continue in office.

Resolution 5 as follows was taken as read:-

"That Ernst & Young LLP be re-appointed Auditors of the Company until the next Annual General Meeting at a remuneration to be fixed by the Directors."

The Shareholders have cast their votes and with the voting results as shown below, the Chairman declared that Ordinary Resolution 5 was carried by majority:-

	Total number of		For	Against
	shares			As a		As a
	represented by			percentage of		percentage of
	votes for and			total number of		total number of
	against the			votes for and		votes for and
Ordinary	relevant	Number of		against the	Number of	against the
Resolution	resolution	Shares		resolution (%)	Shares	resolution (%)
5	379,913,489	379,837,964		99.98%	75,525	0.02%

SPECIAL BUSINESS

RESOLUTION 6 - AUTHORITY TO ISSUE SHARES PURSUANT TO THE SHARE ISSUE MANDATE

Resolution 6 as follows was taken as read:-

"That pursuant to Section 161 of the Companies Act, Chapter 50 (the "Act"), and the Listing Manual