Hap Seng Consolidated : AGM Reporting Document

HAP SENG CONSOLIDATED BERHAD

197601000914 (26877-W) Incorporated in Malaysia

MINUTES OF THE FORTY-FIFTH ANNUAL GENERAL MEETING OF THE COMPANY CONDUCTED BY WAY OF A FULLY VIRTUAL MEETING HELD AT THE BROADCAST VENUE, THE KINABALU ROOM, GROUND FLOOR, MENARA HAP SENG, JALAN P. RAMLEE, 50250 KUALA LUMPUR ON TUESDAY, 25 MAY 2021 AT 10AM

Present	: DIRECTORS
	Mr Thomas Karl Rapp
	(Independent Non-Executive Chairman)
	Datuk Edward Lee Ming Foo
	(Managing Director)
	Mr Lee Wee Yong
	(Executive Director)
	Ms Cheah Yee Leng
	(Executive Director)
Present via live streaming	: Datuk Simon Shim Kong Yip
	(Non-IndependentNon-Executive Director)
	Lt Gen (R) Datuk Abdul Aziz Hasan
	(Independent Non-Executive Director)
	Mr Jimmy Leow Ming Fong
	(Independent Non-Executive Director)
	Dato' Wan Mohd Fadzmi
	(Independent Non-Executive Director)
	Mr Patrick Tan Boon Peng
	(Independent Non-Executive Director)
	Mr Wong Yoke Nyen
	(Independent Non-Executive Director)
In Attendance	: Ms Lim Guan Nee
	(Company Secretary)
Present via live streaming	: 175 members as per attendance sheet
	: 13 proxies as per attendance sheet
	: 1 corporate representative as per attendance sheet
By invitation	: Mr Ng Kim Ling
	(Auditor, Messrs Ernst & Young)
	Mr Kisharn Thoolasy Das
	(Auditor, Messrs Ernst & Young)

1

HAP SENG CONSOLIDATED BERHAD

197601000914 (26877-W)

Minutes of the Forty-fifth Annual General Meeting held on 25 May 2021

QUORUM

The chairman welcomed all the shareholders, proxies and corporate representative who participated in the meeting through live streaming and online remote voting via remote participation and electronic voting facilities.

The chairman informed the meeting that in order to adhere to the social distancing protocol strictly, the non-executive directors participated in this meeting via live streaming. He added that as this was the 2nd virtual shareholders' meeting, the board and management would do their level best to make this virtual experience as seamless as possible. He also apologized for any inadequacies along the way.

The chairman reminded the shareholders and proxies that this AGM was a private event, strictly for the Company's shareholders and their proxies, board members and key management of the Company as well as auditors, scrutineer and other professionals whose presence are required to facilitate this AGM. Accordingly, any recording of this AGM in any form was strictly prohibited.

At the start of the meeting, 65 shareholders, proxies and corporate representative logged in for the meeting using the remote platform. The chairman declared the meeting duly convened.

NOTICE OF MEETING

The chairman informed the meeting that the notice convening this meeting, which was set out in the annual report 2020, had been sent out to all members of the Company, Bursa Malaysia Securities Berhad, auditors of the Company as well as being published in the New Straits Times and posted on the Company's website on 27 April 2021. The annual report 2020 was also posted on the Company's website on the same day.

The notice convening the meeting was taken as read.

PROXY

As part of good corporate governance practice, the chairman reported that the Company had received a total of 19 proxy forms and a corporate representative authorization from the shareholders representing 66.59% of the issued share capital of the Company. Out of those, there were 11 shareholders who had appointed the Chairman of the meeting as their proxy to vote on their behalf and the shares representing 66.53% of the issued share capital of the Company.

VOTING BY POLL

The chairman informed the meeting that in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements"), all the proposed resolutions would be voted on electronically by poll. Boardroom Share Registrars Sdn Bhd and GovernAce Advisory & Solutions Sdn Bhd ("GovernAce") had been appointed as poll administrator and independent scrutineer respectively.

2

HAP SENG CONSOLIDATED BERHAD

197601000914 (26877-W)

Minutes of the Forty-fifth Annual General Meeting held on 25 May 2021

The chairman explained that in the interest of time and efficacy, all the questions would be answered after he had tabled all the proposed resolutions to be carried in this meeting. He also encouraged the shareholders and proxies to submit their questions via this meeting portal.

The chairman informed the meeting that the poll had been opened and invited Boardroom to play the video explaining the remote electronic poll voting and the housekeeping rules for the electronic voting process before the shareholders and proxies proceeded to cast their votes.

ORDINARY BUSINESS:-

TO TABLE THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020 TOGETHER WITH THE REPORTS OF DIRECTORS AND AUDITORS

The chairman informed the meeting that the first item on the agenda was to table the audited financial statements together with the reports of directors and auditors. There would be no voting on this item.

The chairman proceeded to table the following proposed resolutions:-

ORDINARY RESOLUTION 1

TO RE-ELECT DATUK EDWARD LEE MING FOO, JP, WHO RETIRES AS DIRECTOR BY ROTATION IN ACCORDANCE WITH CLAUSE 116 OF THE COMPANY'S CONSTITUTION

The chairman tabled the following proposed resolution 1:-

"THAT Datuk Edward Lee Ming Foo, JP, who is retiring as director in accordance with clause 116 of the Company's constitution be hereby re-elected to serve on the board of directors of the Company."

ORDINARY RESOLUTION 2

TO RE-ELECT MR. LEOW MING FONG @ LEOW MIN FONG, WHO RETIRES AS DIRECTOR BY ROTATION IN ACCORDANCE WITH CLAUSE 116 OF THE COMPANY'S CONSTITUTION

The chairman tabled the following proposed resolution 2:-

"THAT Mr. Leow Ming Fong @ Leow Min Fong, who is retiring as director in accordance with clause 116 of the Company's constitution be hereby re-elected to serve on the board of directors of the Company."

ORDINARY RESOLUTION 3

TO RE-ELECT DATO' WAN MOHD FADZMI BIN CHE WAN OTHMAN FADZILAH, WHO RETIRES AS DIRECTOR BY ROTATION IN ACCORDANCE WITH CLAUSE 116 OF THE COMPANY'S CONSTITUTION

3

HAP SENG CONSOLIDATED BERHAD

197601000914 (26877-W)

Minutes of the Forty-fifth Annual General Meeting held on 25 May 2021

The chairman tabled the following proposed resolution 3:-

"THAT Dato' Wan Mohd Fadzmi Bin Che Wan Othman Fadzilah, who is retiring as director in accordance with clause 116 of the Company's constitution be hereby re-elected to serve on the board of directors of the Company."

ORDINARY RESOLUTION 4

TO RE-ELECT MR. WONG YOKE NYEN, WHO RETIRES AS DIRECTOR IN ACCORDANCE WITH CLAUSE 122 OF THE COMPANY'S CONSTITUTION

The chairman informed the meeting that Mr. Wong Yoke Nyen was appointed to the board on 1 January 2021 and tabled the following proposed resolution 4:-

"THAT Mr. Wong Yoke Nyen, who is retiring as director in accordance with clause 122 of the Company's constitution be hereby re-elected to serve on the board of directors of the Company."

ORDINARY RESOLUTION 5

TO APPROVE THE PAYMENT OF DIRECTORS' FEES OF THE COMPANY AND ITS SUBSIDIARIES AMOUNTING TO RM795,245.00 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020

The chairman tabled the following proposed resolution 5:-

"THAT the payment of directors' fees of the Company and its subsidiaries amounting to RM795,245.00 for the financial year ended 31 December 2020, be and is hereby approved."

The chairman informed the shareholders and proxies that the interested directors had undertaken to abstain from voting in respect of resolution 5.

ORDINARY RESOLUTION 6

TO REAPPOINT MESSRS ERNST & YOUNG PLT AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT A REMUNERATION TO BE DETERMINED BY THE DIRECTORS OF THE COMPANY

The chairman tabled the following proposed resolution 6:-

"THAT Messrs Ernst & Young PLT be reappointed as auditors of the Company to hold office until the conclusion of the next annual general meeting and that the directors be authorised to fix their remuneration."

4

HAP SENG CONSOLIDATED BERHAD

197601000914 (26877-W)

Minutes of the Forty-fifth Annual General Meeting held on 25 May 2021

SPECIAL BUSINESS:-

ORDINARY RESOLUTION 7

AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 OF THE COMPANIES ACT 2016

The chairman explained that the special business for this meeting was to consider and if thought fit, to approve the authority to the directors to issue shares in the Company up to an amount not exceeding 10% of the total number of issued shares of the Company. As at the date of this meeting, no new shares had been issued pursuant to the mandate obtained at the last annual general meeting.

The chairman tabled the following proposed resolution 7:-

"THAT the directors of the Company be and are hereby empowered pursuant to section 75 of the Companies Act 2016 to allot shares in the Company up to an amount not exceeding 10% of the total number of issued shares of the Company, and that such authority shall continue to be in force until the conclusion of the next annual general meeting of the Company.

ORDINARY RESOLUTION 8

CONTINUATION OF LT GEN (R) DATUK ABDUL AZIZ BIN HASAN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The chairman informed the meeting that Lt Gen (R) Datuk Abdul Aziz Bin Hasan, had served as an independent non-executive director of the Company for almost 9 years. The Malaysian Code on Corporate Governance recommended that shareholders' approval be sought at the annual general meeting in the event the board intended to retain a person who had served in that capacity for more than 9 years.

The chairman also informed the meeting that despite having served on the board as an independent director for almost 9 years, Lt Gen (R) Datuk Abdul Aziz Bin Hasan had continued to act objectively in the best interest of the Company and was in compliance with all criteria as set out in the Listing Requirements.

The chairman tabled the following proposed resolution 8:-

"THAT Lt Gen (R) Datuk Abdul Aziz Bin Hasan be and is hereby authorised to continue in office as an independent non-executive director of the Company until the conclusion of the next annual general meeting."

5