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    5G2   SG2G57000009

KIM HENG LIMITED

(5G2)
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Kim Heng : Minutes Of Annual General Meeting Held On 23 April 2021

05/21/2021 | 06:03am EST

KIM HENG OFFSHORE & MARINE HOLDINGS LIMITED

(Company Registration Number: 201311482K)

(Incorporated in the Republic of Singapore)

MINUTES OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD BY WAY OF ELECTRONIC MEANS ON FRIDAY, 23 APRIL 2021 AT 9.30 A.M.

PRESENT

Directors

Tan Keng Siong Thomas

Tan Chow Boon

Ho Boon Chuan Wilson

Ong Sie Hou Raymond

In attendance

As set out in the attendance record maintained by the Company

Members

As set out in the attendance record maintained by the Company

CHAIRMAN

Mr Tan Keng Siong Thomas (the "Chairman") took the chair and welcomed all shareholders present at the Meeting (the "AGM" or the "Meeting")

The Chairman informed the shareholders that pursuant to the First Schedule of the COVID-19 Order and other relevant regulations, advisories and guidelines issued by the Government authorities in relation to holding of meetings amid the current COVID-19 situation, the AGM was conducted wholly- electronically, with the option of a 'live' webcast and an audio-only option for authenticated shareholders and observers on the given webcast website.

The Chairman proceeded to introduce the Board of Directors and Chief Financial Officer.

QUORUM

There being a quorum present, the Chairman called the Meeting to order at 9:30 am.

NOTICE OF MEETING

The Notice convening the Meeting, having been previously circulated to shareholders of the Company on 8 April 2021, and with the permission of all shareholders present at the Meeting, the Notice was taken as read.

VOTING BY WAY OF POLL

Before proceeding with the resolutions, the Chairman informed in the Meeting that the Company has received proxy forms from shareholders appointing himself, the Chairman of the AGM, as their proxies to vote on their behalf, on each Resolution tabled at the AGM. The validity of all proxy forms received by the Share Registrar by the given cut-off time have been checked and verified by the scrutineer, Entrust Advisory Pte Ltd. The voting results, which have been confirmed by the Scrutineer, are immediately announced as the respective agenda items are gone through.

Kim Heng Offshore & Marine Holdings Limited

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Minutes of the Annual General Meeting held on 23 April 2021

QUESTIONS FROM SHAREHOLDERS

The Company had invited Shareholders to submit their questions in advance prior to the Meeting and the company had received several questions from shareholders. The responses to the questions have been addressed by the Company and can be found on the Company's corporate website as well as the announcement released to SGXNet on 21 April 2021.

ORDINARY BUSINESS

Resolution 1:

DIRECTORS' STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020

The Chairman presented the first item on the Agenda which was to receive the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 31 December 2020 together with the Independent Auditors' Report thereon.

The following motion had been duly proposed:

Resolved that the Directors' Statement and Audited Financial Statements of the Company for the financial year ended 31 December 2020 together with the Independent Auditors' Report contained therein be hereby received and adopted.

The Chairman announced that for Resolution 1, there were 407,151,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

The Chairman declared Resolution 1 duly carried as an Ordinary Resolution.

Resolution 2:

TO APPROVE THE PAYMENT OF DIRECTORS' FEE OF S$152,000 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2021

The second item on the agenda was to approve the payment of Directors' fees of S$152,000 for the financial year ending 31 December 2021

The following motion had been duly proposed:

Resolved that the payment of Directors' fees of S$152,000 for the financial year ending 31 December 2021 be hereby approved.

The Chairman announced that for Resolution 2, there were 407,151,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

The Chairman declared Resolution 2 duly carried as an Ordinary Resolution.

Resolution 3:

RE-ELECTION OF MR TAN KENG SIONG THOMAS AS A DIRECTOR OF THE COMPANY

The Chairman handed over the chair of the Meeting to Mr Wilson Ho, Lead Independent Director and Audit and Risk Committee Chairman of the Company to deal with the next item on the agenda which was pertaining his re-election as a Director of the Company.

Mr Wilson Ho informed the Meeting that the next item on the agenda was the re-election of Mr Tan Keng Siong Thomas as a Director of the Company. Mr Tan Keng Siong Thomas, who is due for

Kim Heng Offshore & Marine Holdings Limited

Page 3 of 8

Minutes of the Annual General Meeting held on 23 April 2021

retirement by rotation pursuant to the provisions Article 103 of the Company's Constitution, and being eligible, had offered himself for re-election.

Mr Tan Keng Siong Thomas, upon re-election as a Director of the Company will remain as the Executive Chairman and Chief Executive Officer of the Company.

The following motion had been duly proposed:

Resolved that the Mr Tan Keng Siong Thomas retiring under Article 103 of the Company's Constitution as a Director of the Company be and is hereby re-elected as Director of the Company.

Mr Wilson Ho announced that for Resolution 3, there were 125,402,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

Mr Wilson Ho declared Resolution 3 duly carried as an Ordinary Resolution. He then handed over the conduct of the Meeting back to the Chairman to continue with the next item on the Agenda.

Resolution 4:

RE-ELECTION OF MR ONG SIE HOU RAYMOND AS A DIRECTOR OF THE COMPANY

The Chairman informed the Meeting that the next item on the agenda was the re-election of Mr Ong Sie Hou Raymond as a Director of the Company. Mr Ong who is due for retirement by rotation pursuant to the provisions Article 103 of the Company's Constitution, and being eligible, had offered himself for re-election.

Mr Ong Sie Hou Raymond, upon re-election as a Director of the Company will remain as Chairman of Nominating Committee and Remuneration Committee as well as a member of the Audit and Risk Committee and, will be considered independent for the purposes of Rule 704(7) of the Catalist Rules of the Singapore Exchange Securities Trading Limited.

The following motion had been duly proposed:

Resolved that the Mr Ong Sie Hou Raymond retiring under Article 103 of the Company's Constitution as a Director of the Company be and is hereby re-elected as Director of the Company.

The Chairman announced that for Resolution 4, there were 407,151,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

The Chairman declared Resolution 4 duly carried as an Ordinary Resolution.

Resolution 5:

RE-APPOINTMENT OF MESSRS FOO KON TAN LLP AS AUDITORS OF THE COMPANY AND AUTHORITY FOR DIRECTORS TO FIX THEIR REMUNERATION

The Chairman informed the Meeting that Messrs Foo Kon Tan LLP had expressed their willingness to continue in office as Auditors of the Company and shall hold office until the conclusion of the next annual general meeting at a remuneration to be fixed by the Directors.

The following motion had been duly proposed:

Resolved that the Messrs Foo Kon Tan LLP be and are hereby re-appointed as Auditors of the Company to hold office until the conclusion of the next annual general meeting at a remuneration to be fixed by the Directors.

The Chairman announced that for Resolution 5, there were 407,151,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

Kim Heng Offshore & Marine Holdings Limited

Page 4 of 8

Minutes of the Annual General Meeting held on 23 April 2021

The Chairman declared Resolution 5 duly carried as an Ordinary Resolution.

SPECIAL BUSINESSES

Resolution 6:

AUTHORITY TO ALLOT AND ISSUE SHARES

The Chairman informed that the next item on the Agenda under Special Business was to consider the motion as set out in the notice convening the meeting to grant authority to the Directors to allot and issue shares in the capital of the Company pursuant to the provisions of Section 161 of the Companies Act, Chapter 50 of Singapore, and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") - Section B: Rules of Catalist ("Catalist Rules").

The following motion had been duly proposed:

Resolved that pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") - Section B: Rules of Catalist ("Catalist Rules"), authority be and is hereby given to the Directors of the Company to:-

(A)(i) issue and allot new shares ("Shares") in the capital of the Company 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 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 that this authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this authority was in force,

PROVIDED ALWAYS that:

  1. the aggregate number of Shares to be issued pursuant to this authority (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority), shall not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) in the capital of the Company (as calculated in accordance with sub-paragraph
    1. below), and provided further that where shareholders of the Company ("Shareholders") are not given the opportunity to participate in the same on a pro-rata basis ("non pro-ratabasis"), then the Shares to be issued under such circumstances (including the Shares to be issued in pursuance of Instruments, made or granted pursuant to this authority) shall not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) 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 (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) shall be based on the issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time this authority was conferred, after adjusting for:
  1. new Shares arising from the conversion or exercise of any convertible securities;
  2. new Shares arising from the exercise of share options or the vesting of share awards which are outstanding or subsisting at the time this authority was conferred; and

Kim Heng Offshore & Marine Holdings Limited

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Minutes of the Annual General Meeting held on 23 April 2021

(iii) any subsequent bonus issue, consolidation or sub-division of the Shares;

and any adjustments in accordance with sub-paragraphs (2)(i) and (2)(ii) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this Resolution;

  1. in exercising the authority conferred by this Resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Catalist Rules for the time being in force (in each case, unless such compliance has been waived by the SGX- ST), all applicable legal requirements under the Companies Act and otherwise, and the Constitution of the Company for the time being; and
  2. (unless revoked or varied by the Company in a general meeting) this authority shall 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 and the Catalist Rules to be held, whichever is earlier.

The Chairman announced that for Ordinary Resolution 6, there were 407,151,600 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

The Chairman declared Resolution 6 duly carried as an Ordinary Resolution.

Resolution 7:

AUTHORITY TO ALLOT AND ISSUE SHARES UNDER KIM HENG EMPLOYEE SHARE OPTION SCHEME 2013

The Chairman informed that the next item on the Agenda under Special Business was to consider the motion as set out in the notice convening the meeting to grant authority to the Directors to allot and issue shares pursuant to the Kim Heng Employee Share Option Scheme 2013

The following motion had been duly proposed:

Resolved that pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, authority be and is hereby given to the Directors of the Company to grant options in accordance with the provisions of the Kim Heng Employee Share Option Scheme 2013 ("Kim Heng ESOS") and to allot and issue from time to time such number of shares in the capital of the Company ("Shares") as may be required to be issued pursuant to the exercise of the options granted under the Kim Heng ESOS, provided always that the aggregate number of Shares to be allotted and issued pursuant to the Kim Heng ESOS, when aggregated together with the Shares issued and/or issuable in respect of all options granted under the Kim Heng ESOS and all Shares issued and/or issuable in respect of all options or awards granted under any other share schemes or share plans adopted by the Company for the time being, shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a 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 earlier.

The Chairman announced that for Resolution 7, there were 403,000 shares voting in favour of the motion, representing 100% of the total votes cast and no share voting against the motion.

The Chairman declared Resolution 7 duly carried as an Ordinary Resolution.

Disclaimer

Kim Heng Offshore & Marine Holdings Ltd. published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2021 10:02:00 UTC.


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Sales 2020 37,6 M 28,0 M 28,0 M
Net income 2020 -5,26 M -3,91 M -3,91 M
Net Debt 2020 43,2 M 32,1 M 32,1 M
P/E ratio 2020 -4,31x
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Capitalization 52,3 M 38,9 M 38,9 M
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Keng Siong Tan Executive Chairman & Chief Executive Officer
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