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    1D5   KYG8763X1189

CAPITAL WORLD LIMITED

(1D5)
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General Announcement::Minutes of Annual General Meeting held on 31 August 2021

09/30/2021 | 07:12am EST

CAPITAL WORLD LIMITED

Company Registration No. CT-276295

(Incorporated in the Cayman Islands)

(the "Company")

MINUTES OF ANNUAL GENERAL MEETING

DATE

: Tuesday, 31 August 2021

PLACE

: Held by way of electronic means

TIME

:

10.00 a.m.

PRESENT

:

Board of Directors

(VIA LIVE WEBCAST)

Mr Low Chai Chong

-

Non-Executive and Independent Chairman

Mr Siow Chien Fu

-

Executive Director and Chief Executive

Officer

Mr Lim Kian Thong

-

Non-Executive and Independent Director

Mr Lam Kwong Fai

-

Non-Executive and Independent Director

Ms Tan Ler Choo

-

Non-Executive and Non-Independent

Director

Shareholders

Per attendance list maintained by the Company.

IN ATTENDANCE

: Per attendance list maintained by the Company.

CHAIRMAN OF MEETING

: Mr Low Chai Chong

1. QUORUM OF MEETING

  1. Mr Low Chai Chong, Non-Executive and Independent Chairman ("Chairman") of the
    Company, called the annual general meeting ("AGM" or the "Meeting") to order at
    10.00 a.m. after confirming that a quorum was present.
  2. The Chairman introduced the Board members as well as the attendees representing, the Auditors, Company Secretary, Sponsor, Polling Agent and Scrutineer who attended the Meeting through webcast before proceeding with the AGM.

2. NOTICE OF AGM

2.1 The Annual Report, Notice of AGM dated 16 August 2021 and Appendix to Notice of AGM had been uploaded onto SGXNET for the requisite statutory period. The Notice of AGM was taken as read.

3. MEETING PROCEEDINGS

  1. In line with the Catalist Rules, all resolutions were voted by way of poll. In accordance with the Alternative Meeting Arrangement Order, all resolutions tabled at this AGM were voted by appointing Chairman of the Meeting as proxy to vote in accordance with the specific voting instruction indicated by shareholders.
  2. The Chairman informed shareholders that in his capacity as Chairman of the Meeting, he had been appointed as proxy by a number of shareholders and had casted the votes on the resolutions in accordance with the specific instruction of those shareholders.

CAPITAL WORLD LIMITED

Minutes of Annual General Meeting held on 31 August 2021

3.3The votes cast had been counted by the polling agent, Max Lewis Holdings Pte. Ltd., and had been verified by the scrutineers, Max Lewis Consultants Pte. Ltd.

4.QUESTIONS FROM SHAREHOLDERS

  1. The Chairman informed shareholders that there was no question received from shareholders with regards to the AGM. However, the Company received queries from
    Securities Investors Association ("SIAS") and had responded to SIAS's queries via an announcement published on the SGXNet on 30 August 2021.
  2. The Chairman, then proceeded with the business of the Meeting.
    ORDINARY BUSINESS

5.ORDINARY RESOLUTION 1: TO RECEIVE AND ADOPT THE DIRECTORS'

STATEMENT AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020 TOGETHER WITH THE INDEPENDENT

AUDITOR'S REPORT THEREON

  1. The Chairman informed that the first item on the Agenda was to receive and adopt the
    Directors' Statement and the Audited Financial Statements for the financial year ended 30 June 2020 together with the Independent Auditors' Report thereon.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 1:

1,255,535,427

99.99

141,000

0.01

5.3Based on the results of the poll, the Chairman declared Ordinary Resolution 1 carried and RESOLVED:

"That the Directors' Statement and the Audited Financial Statements for the financial year ended 30 June 2020 together with the Independent Auditors' Report thereon be and is hereby received and adopted."

6.ORDINARY RESOLUTION 2: TO APPROVE THE PAYMENT OF DIRECTORS'

FEES OF S$126,403 FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020

  1. The Chairman informed the Meeting that Ordinary Resolution 2 was to approve the payment of Directors' fees of S$126,403 for the financial year ended 30 June 2020.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 2:

1,255,535,427

99.99

141,000

0.01

6.3Based on the results of the poll, the Chairman declared Ordinary Resolution 2 carried and RESOLVED:

"That the payment of the Directors' fees of S$126,403 for the financial year ended 30 June 2020 be and is hereby approved."

CAPITAL WORLD LIMITED

Minutes of Annual General Meeting held on 31 August 2021

7.ORDINARY RESOLUTION 3: RE-ELECTION OF MR LIM KIAN THONG AS DIRECTOR OF THE COMPANY

  1. The Chairman informed the Meeting that Ordinary Resolution 3 was to approve the re- election of Mr Lim Kian Thong as a Director of the Company. Mr Lim, upon being re- elected, be considered independent for the purposes of Rule 704(7) of the Catalist Rules and remains as the Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 3:

1,255,536,427

99.99

140,000

0.01

7.3Based on the results of the poll, the Chairman declared Ordinary Resolution 3 carried and RESOLVED:

"That the re-election of Mr Lim Kian Thong as Director of the Company be and is hereby approved."

8.ORDINARY RESOLUTION 4: RE-ELECTION OF MR LAM KWONG FAI AS DIRECTOR OF THE COMPANY

  1. The Chairman informed the Meeting that Ordinary Resolution 4 was to approve the re- election of Mr Lam Kwong Fai as a Director of the Company. Mr Lam, upon being re- elected, be considered independent for the purposes of Rule 704(7) of the Catalist Rules and remains as the Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 4:

1,255,536,427

99.99

140,000

0.01

8.3Based on the results of the poll, the Chairman declared Ordinary Resolution 4 carried and RESOLVED:

"That the re-election of Mr Lam Kwong Fai as Director of the Company be and is hereby approved."

9.ORDINARY RESOLUTION 5: RE-ELECTION OF MR SIOW CHIEN FU AS DIRECTOR OF THE COMPANY

  1. The Chairman informed the Meeting that Ordinary Resolution 5 was to approve the re- election of Mr Siow Chien Fu as a Director of the Company. Mr Siow, upon being re- elected and remains Executive Director and Chief Executive Officer of the Company.
  2. The results of the poll were as follows:

CAPITAL WORLD LIMITED

Minutes of Annual General Meeting held on 31 August 2021

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 5:

751,789,714

99.98

141,000

0.02

9.3Based on the results of the poll, the Chairman declared Ordinary Resolution 5 carried and RESOLVED:

"That the re-election of Mr Siow Chien Fu as Director of the Company be and is hereby approved."

10. ORDINARY RESOLUTION 6: RE-APPOINTMENT OF MOORE STEPHENS LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION

  1. The Chairman informed the Meeting that Ordinary Resolution 6 was to re-appoint Moore Stephens LLP as Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 6:

1,255,535,427

99.99

141,000

0.01

10.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 6 carried and RESOLVED:

"That Messrs Moore Stephens LLP be re-appointed as Auditors of the Company and authorised the Directors to fix their remuneration."

11. ANY OTHER ORDINARY BUSINESS

11.1 As no notice of any other ordinary business had been received by the Company Secretary, the Meeting proceeded to deal with the special business of the Meeting.

SPECIAL BUSINESS

12. ORDINARY RESOLUTION 7 - GENERAL AUTHORITY TO ALLOT AND ISSUE SHARES

  1. The Chairman informed the Meeting that Ordinary Resolution 7 was the general authority to allot and issue shares in the Company pursuant to Article 12(1) of the
    Company's Articles of Association and Rule 806(2) of the Catalist Rules of the
    Singapore Exchange Securities Trading Limited.
  2. The results of the poll were as follows:

FOR

AGAINST

Resolution

Number of

Number of

shares

(%)

shares

(%)

Ordinary

Resolution 7:

1,255,535,427

99.99

141,000

0.01

CAPITAL WORLD LIMITED

Minutes of Annual General Meeting held on 31 August 2021

12.3 Based on the results of the poll, the Chairman declared Ordinary Resolution 7 carried and RESOLVED:

"That, pursuant to Article 12(1) of the Articles of Association of the Company and Rule

806(2) of the Listing Manual Section B: Rules of Catalist ("Catalist Rules") of the Singapore Exchange Securities Trading Limited (the "SGX-ST"), authority be and is hereby given to the Directors to:

  1. (i) allot and issue shares in the capital of the Company ("Shares") whether by way of rights, bonus or otherwise; and/or;
    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, convertible securities 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 shall 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 always 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 one hundred per cent. (100%) 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 (2) below), provided that the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fifty per cent. (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company;
    2. (subject to such manner of calculation as may be prescribed by the Catalist Rules), for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of total 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 of passing of this Resolution, after adjusting for:
      1. new Shares arising from the conversion or exercise of any convertible securities outstanding at the time this authority is given;
      2. (where applicable) new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

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

Disclaimer

Capital World Ltd. published this content on 30 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 September 2021 11:11:05 UTC.


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Sales 2021 3,16 M 0,75 M 0,75 M
Net income 2021 -176 M -41,6 M -41,6 M
Net Debt 2021 44,3 M 10,5 M 10,5 M
P/E ratio 2021 -0,05x
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Capitalization 27,3 M 6,70 M 6,47 M
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Nbr of Employees -
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Managers and Directors
Chien Fu Siow Chief Executive Officer & Executive Director
Chai Chong Low Non-Executive Chairman
Kian Thong Lim Lead Independent Non-Executive Director
Kwong Fai Lam Independent Non-Executive Director
Choo Tan Ler Non-Independent Non-Executive Director