Jadi Imaging : Minutes of the 22nd AGM

JADI IMAGING HOLDINGS BERHAD

[Registration No. 200001023711 (526319-P)]

(Incorporated in Malaysia)

MINUTES OF THE TWENTY-SECOND ("22ND") ANNUAL GENERAL MEETING OF JADI IMAGING HOLDINGS BERHAD HELD ON A VIRTUAL BASIS THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT LOT 4.1, 4TH FLOOR, MENARA LIEN HOE, NO. 8, PERSIARAN TROPICANA, TROPICANA GOLF & COUNTRY RESORT, 47410 PETALING JAYA, SELANGOR DARUL EHSAN ON THURSDAY, 21 SEPTEMBER 2023 AT 2:30 P.M.

Present at	: Board of Directors
Broadcast Venue	Mr. Ong Gim Hai - Executive Director (in the Chair)
	Mr. Leow Wey Seng - Independent Non-Executive Director
	Mr. Ling Chi Hoong - Independent Non-Executive Director
	Ms. Tan Su Ning - Independent Non-Executive Director
In Attendance	Ms. Adeline Tang Koon Ling - Company Secretary
	Ms. Tan Soo Pooi - Representatives from Workshire Corporate
		Services Sdn Bhd
By Invitation	Ms. Elaine Chan - Finance Manager
	Mr. Teh Wei Xuan	Messrs HLB Ler Lum Chew PLT,
	Ms. Jenny Ho	External Auditors

Attendance of Shareholders

The attendance of members/corporate representatives/proxies is as per the Summary of Attendance List via the Remote Participation and Voting ("RPV") facilities operated by Inshub Sdn Bhd ("Inshub") in Malaysia via https://rebrand.ly/JADI-AGM.

CHAIRMAN

On behalf of the Board of Directors of Jadi Imaging Holdings Berhad ("JADI" or "the Company"), Mr. Ong Gim Hai, the Executive Director of the Company and the appointed Chairman of the meeting ("Chairman"), welcomed the members and attendees to the Company's 22nd Annual General Meeting ("22nd AGM"). Chairman informed that the 22nd AGM was convened on a virtual basis through live streaming from the Broadcast Venue.

Chairman then introduced the Board members, the Company Secretary and the External Auditors to the members.

NOTICE

The notice convening the meeting dated 31 July 2023, having been circulated earlier to all the members of the Company within the statutory period, was taken as read.

QUORUM

Chairman informed the meeting that the Constitution of the Company required the presence of at least two members or proxies or corporate representatives to form a quorum. For a virtual general meeting, the quorum shall be determined by the number of members who logged-in at the commencement of the meeting.

Upon confirming the presence of the requisite quorum pursuant to the Company's Constitution as confirmed by the Company Secretary, the Chairman called the meeting to order at 2:30 p.m.

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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]

MINUTES OF THE 22ND ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2023

POLLING AND ADMINISTRATIVE MATTERS

Chairman informed that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of a general meeting must be voted by poll.

Pursuant to the Company's Constitution, Chairman declared that all resolutions set out in the Notice of the 22nd AGM shall be voted by poll. The poll would be conducted after all items on the agenda were dealt with.

Chairman then briefed the members on the flow of the meeting as follows:-

1. The meeting to go through all the six (6) ordinary resolutions of the Company as set out in the Notice of the 22nd AGM.
2. Questions and Answers ("Q&A") session whereby the Board addressed the questions submitted by the members using Q&A panel via the Inshub RPV facilities.
3. After having dealt with the Q&A, all the six (6) ordinary resolutions be put to vote electronically via RPV application operated by Inshub.

The members were informed that the Company had appointed Workshire Share Registration Sdn Bhd as the poll administrator to conduct the polling process and SharePolls Sdn Bhd as the independent scrutineer to verify the poll results.

The guide on the remote voting procedures and the manner to navigate through the RPV application were then shared to the members.

Chairman informed that the online voting on all the ordinary resolutions would remain open until the closure of voting session to be declared by himself.

LETTER FROM THE MINORITY SHAREHOLDERS WATCH GROUP

Chairman informed the meeting that the Company received a letter dated 8 September 2023 from the Minority Shareholders Watch Group ("MSWG") and the Company had prepared a letter of reply accordingly.

Mr. Ong Gim Hai, the Chairman then share the questions raised by MSWG as per the letter and present the Company's reply to MSWG.

The letter dated 8 September 2023 from the MSWG together with the Company's letter of reply marked as Appendix A is attached hereto, shall formed part of these minutes.

Chairman then proceeded with the business of the agenda of the 22nd AGM.

1. AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2023 AND THE REPORTS OF THE DIRECTORS AND AUDITORS

The Audited Financial Statements for the financial year ended 31 March 2023 ("AFS FYE 2023") together with the Reports of the Directors and Auditors, having been circulated to all the members of the Company within the statutory period, were tabled to the meeting.

Chairman informed that the AFS FYE 2023 was meant for discussion only as pursuant to the Companies Act 2016, the AFS FYE 2023 does not require a formal approval of the members. Therefore, it was not put forward for voting.

Chairman declared that the AFS FYE 2023 together with the Reports of the Directors and Auditors thereon be received.

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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]

MINUTES OF THE 22ND ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2023

1. ORDINARY RESOLUTION 1 - DIRECTORS' FEES OF RM408,000 FOR THE PERIOD FROM THE 22ND ANNUAL GENERAL MEETING UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
   Chairman proceeded to ordinary resolution 1 on the payment of the Directors' Fees of RM408,000 for the period from the 22nd Annual General Meeting until the next Annual General Meeting of the Company. The following resolution was put to the meeting for consideration and voting:-
   "THAT the payment of the Directors' Fees of RM408,000 for the period from the 22nd Annual General Meeting until the next Annual General Meeting of the Company be approved."
2. ORDINARY RESOLUTION 2 - DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM30,000 FOR THE PERIOD FROM THE 22ND ANNUAL GENERAL MEETING UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
   Chairman moved on to ordinary resolution 2 on the payment of the Directors' Benefits up to an amount of RM30,000 for the period from the 22nd Annual General Meeting until the next Annual General Meeting of the Company. The following resolution was put to the meeting for consideration and voting:-
   "THAT the payment of the Directors' Benefits up to an amount of RM30,000 for the period from the 22nd Annual General Meeting until the next Annual General Meeting of the Company be approved."
3. ORDINARY RESOLUTION 3 - RE-ELECTION OF MR. LING CHI HOONG WHO RETIRES PURSUANT TO CLAUSE 76 OF THE COMPANY'S CONSTITUTION
   Chairman then moved on to ordinary resolution 3 on the re-election of Mr. Ling Chi Hoong. The following resolution was put to the meeting for consideration and voting:-
   "THAT Mr. Ling Chi Hoong retiring pursuant to Clause 76 of the Company's Constitution and being eligible, be re-elected as Director of the Company."
4. ORDINARY RESOLUTION 4 - RE-APPOINTMENT OF MESSRS HLB LER LUM CHEW PLT AS AUDITORS OF THE COMPANY
   Chairman moved on to ordinary resolution 4 on the re-appointment of auditors. The Chairman informed that Messrs HLB Ler Lum Chew PLT had indicated their willingness to continue in office. He then put the following resolution to the meeting for consideration and voting:-
   "THAT Messrs HLB Ler Lum Chew PLT be hereby re-appointed as auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting AND THAT the Directors be authorised to fix their remuneration."

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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]

MINUTES OF THE 22ND ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2023

1. ORDINARY RESOLUTION 5 - AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
   Chairman then moved on to ordinary resolution 5 on the authority for the Directors to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016.
   Chairman declared that the full text of the proposed resolution read together with the amendment made thereof be taken as read.
   He further informed that the ordinary resolution 5 if passed, will give the Directors of the Company, from the date of this Annual General Meeting, an authority to allot ordinary shares of not more than 10% of the total number of issued shares of the Company, for such purposes as the Directors consider would be in the interest of the Company. This authority shall, unless be revoked or varied by the Company at a General Meeting, expires at the next Annual General Meeting.
   The following resolution was put to the meeting for consideration and voting:-
   "THAT subject always to Sections 75 and 76 of the Companies Act 2016 ("the Act"), the Constitution, the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") and the approval of any governmental and/or regulatory authorities, the Directors be and are hereby authorised to allot and issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) of the
   Company at the time of issuance and such authority under this resolution shall continue in force until the conclusion of the 23rd Annual General Meeting or when it is required by law to be held, whichever is earlier, AND THAT the Directors be and are empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities.
   THAT the existing shareholders of the Company hereby waive their pre-emptive rights to be offered new shares ranking equally to the existing issued shares in the Company pursuant to Section 85 of the Act read together with Clause 12(2) of the Constitution of the Company arising from any issuance of new shares of the Company pursuant to Sections 75 and 76 of the Act.
   AND THAT the Directors of the Company be and are hereby authorised to implement, finalise, complete and take all necessary steps and to do all acts (including execute such documents as may be required), deeds and things in relation to the Proposed General Mandate."
2. ORDINARY RESOLUTION 6 - PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES UP TO TEN PER CENTUM (10%) OF THE TOTAL NUMBER OF ISSUED SHARES ("PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE")
   Chairman informed that ordinary resolution 6 was on Proposed Renewal of Share Buy-Back Mandate. He informed that the details of the Proposed Renewal of Share Buy-Back Mandate were set out in the Statement to Shareholders as contained in the Annual Report 2023, announced and published by the Company on 31 July 2023.

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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]

MINUTES OF THE 22ND ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2023

7. ORDINARY RESOLUTION 6 - PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR THE AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES UP TO TEN PER CENTUM (10%) OF THE TOTAL NUMBER OF ISSUED SHARES ("PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE") (CONTINUED…)

He then put the following resolution to the meeting for consideration and voting:-

"THAT subject always to the Companies Act 2016 ("the Act"), the Constitution of the

Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such number of issued shares in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:

1. the aggregate number of issued shares in the Company ("Shares") purchased ("Purchased Shares") and/or held as treasury shares pursuant to this Ordinary Resolution does not exceed ten per centum (10%) of the total number of issued shares of the Company as quoted on Bursa Securities as at point of purchase; and
2. the maximum fund to be allocated by the Company for the purpose of purchasing the shares shall not exceed the aggregate of the retained profits of the Company based on the latest audited financial statements and/or the latest management accounts (where applicable) available at the time of the purchase,

("Proposed Share Buy-Back").

AND THAT the authority to facilitate the Proposed Share Buy-Back will commence immediately upon passing of this Ordinary Resolution and will continue to be in force until:

1. the conclusion of the next Annual General Meeting of the Company following the general meeting at which such resolution is passed, at which time the authority shall lapse unless by ordinary resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions;
2. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or
3. revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting,

whichever occurs first but shall not prejudice the completion of purchase(s) by the Company of its own Shares before the aforesaid expiry date and, in any event, in accordance with the Listing Requirements and any applicable laws, rules, regulations, orders, guidelines and requirements issued by any relevant authorities.

AND THAT the Directors of the Company be and are hereby authorised, at their discretion, to deal with the Purchased Shares until all the Purchased Shares have been dealt with by the Directors in the following manner as may be permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force:

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