Old Chang Kee : Minutes Of Annual General Meeting Held On 29 September 2020.

Old Chang Kee Ltd.

Minutes of 15th Annual General Meeting held on 29 September 2020

OLD CHANG KEE LTD.

MINUTES OF THE

15TH ANNUAL GENERAL MEETING

Held on 29 September 2020, 2.00 p.m.

by way of electronic means

S/No.

Subject

1. CHAIRMAN OF MEETING AND NOTICE

The Executive Chairman of the Company, Mr Han Keen Juan ("HKJ") greeted all shareholders and acknowledged their attendance at the Annual General Meeting ("AGM") by way of electronic means. Having noted that a quorum was present, the meeting was called to order. HKJ announced that the AGM proceedings would be chaired and conducted by the Chief Executive Officer of the Company, Mr Lim Tao-E William ("WL").

Before commencing the meeting proper, WL went through the following matters:

1. Conduct of meeting: WL informed shareholders that this year's AGM was being held via a "live" video and audio webcast to adhere to the Government measures on social distancing, pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020.
2. Introduction: WL then introduced the members of the board of directors and the company secretary to the meeting.
   WL informed the AGM that the Company had appointed DrewCorp Services Pte Ltd as the scrutineer for the AGM ("Scrutineer"), and appointed Boardroom Corporate & Advisory Services Pte Ltd as the polling agent ("Polling Agent").
3. Mode of Voting: WL informed shareholders that all votes on the resolutions tabled at the AGM were submitted by proxy, in accordance with the guidance issued jointly by the SGX, ACRA and MAS on 13 April 2020 on the conduct of general meetings during the COVID-19 pandemic. WL informed the AGM that he had been appointed as a proxy by a number of shareholders who had directed him to vote in accordance with their wishes.
   WL informed that the proxy forms received from shareholders on or before the submission deadline of 2.00 p.m. on 26 September 2020 had already been counted by the Polling Agent, and reviewed and verified by the Scrutineer, and that the results of the votes for the respective resolutions shall be displayed on the screen after such resolution had been proposed.
4. Questions from shareholders: WL thanked the shareholders on behalf of the Board for submitting their questions in advance of the AGM. WL informed that the Company had addressed and provided responses ("Responses") to the questions received from shareholders in the Company's SGXNet announcement made on 28 September 2020, and that the Responses were also available on the Company's website.
5. Notice of AGM: The notice convening the meeting was taken as read.

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Old Chang Kee Ltd.

Minutes of 15th Annual General Meeting held on 29 September 2020

2.	AS ORDINARY BUSINESS
	Receive and adopt Directors' Statement and Audited Financial Statements
	The following Ordinary Resolution No. 1 was duly proposed by WL:
	"That the Directors' Statement and Audited Financial Statements of the Company for
	the financial year ended 31 March 2020 together with the auditors' report thereon be
	and are hereby received and adopted."
	The results of the votes casted for Ordinary Resolution 1 were as follows:
	Votes for	:	100%
	Votes against	:	Nil
	WL declared that Ordinary Resolution No. 1 was carried.
3.	Approval for payment of proposed final tax-exempt(one-tier) dividend
	The following Ordinary Resolution No. 2 was duly proposed by WL:
	"That the payment of a final tax-exempt(one-tier) dividend of 0.5 Singapore cents per
	ordinary share for the financial year ended 31 March 2020 be and is hereby approved."
	The results of the votes casted for Ordinary Resolution 2 were as follows:
	Votes for	:	100%
	Votes against	:	Nil
	WL declared that Ordinary Resolution No. 2 was carried.

4. Approval of Directors' Fees

The following Ordinary Resolution No. 3 was duly proposed by WL:

"That the payment of directors' fees of S$164,000 for the financial year ending 31 March 2021, payable quarterly in arrears, be and is hereby approved."

The results of the votes casted for Ordinary Resolution 3 were as follows:

Votes for	:	100%
Votes against	:	Nil

WL declared that Ordinary Resolution No. 3 was carried.

5. Re-appointmentof Mr Han Kee Juan as Director

The following Ordinary Resolution No. 4 was duly proposed by WL:

"That Mr Han Keen Juan retiring as a Director under Regulation 95 of the Constitution of the Company be and is hereby re-elected as a Director of the Company."

The results of the votes casted for Ordinary Resolution 4 were as follows:

Votes for	:	100%
Votes against	:	Nil

WL declared that Ordinary Resolution No. 4 was carried.

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			Old Chang Kee Ltd.
			Minutes of 15th Annual General Meeting held on 29 September 2020
6.	Re-appointment of Mr Lim Tao-E William as Director
	The following Ordinary Resolution No. 5 was duly proposed by WL:
	"That Mr Lim Tao-E William retiring as a Director under Regulation 95 of the
	Constitution of the Company be and is hereby re-elected as a Director of the
	Company."
	The results of the votes casted for Ordinary Resolution 5 were as follows:
	Votes for	:	100%
	Votes against	:	Nil
	WL declared that Ordinary Resolution No. 5 was carried.
7.	Re-appointment of Mr Hawazi Bin Daipi as Director
	The following Ordinary Resolution No. 6 was duly proposed by WL:
	"That Mr Hawazi Bin Daipi retiring as a Director under Regulation 94 of the Constitution
	of the Company be and is hereby re-elected as a Director of the Company."
	The results of the votes casted for Ordinary Resolution 6 were as follows:
	Votes for	:	100%
	Votes against	:	Nil
	WL declared that Ordinary Resolution No. 6 was carried.

8. Re-appointmentof Auditors

The following Ordinary Resolution No. 7 was duly proposed by WL:

"That Ernst & Young LLP be and are hereby re-appointed as Auditors of the Company and that the Directors be and are hereby authorized to fix their remuneration."

The results of the votes casted for Ordinary Resolution 7 were as follows:

Votes for	:	100%
Votes against	:	Nil

WL declared that Ordinary Resolution No. 7 was carried.

AS SPECIAL BUSINESS

9. Proposed Renewal of Share Buyback Mandate

The following Ordinary Resolution No. 8 was duly proposed by WL: "That:

1. for the purposes of the Companies Act (Chapter 50) of Singapore (the "Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

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Old Chang Kee Ltd.

Minutes of 15th Annual General Meeting held on 29 September 2020

1. 1. market purchases (each a "Market Purchase"), transacted through the Singapore Exchange Securities Trading Limited (the "SGX-ST") or, as the case may be, any other securities exchange on which the Shares may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
   2. off-marketpurchases (each an "Off-MarketPurchase") (if effected otherwise than on the Catalist) in accordance with an equal access scheme as defined in Section 76C of the Act as may be determined or formulated by the Directors of the Company as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act and the Catalist Rules and otherwise in accordance with all other listing rules and regulations of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Buy- back Mandate");
2. unless varied or revoked by an ordinary resolution of shareholders of the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution 8 and expiring on the earlier of:
3. 1. the date on which the next annual general meeting of the Company is held or required by law to be held; or
   2. the date on which the Share Buy-back(s) are carried out to the full extent mandated; or
   3. the date on which the authority contained in the Share Buy-back Mandate is varied or revoked by an ordinary resolution of shareholders of the Company in general meeting;
4. in this Resolution 8:
   "Market Day" means a day on which the SGX-ST is open for trading in securities;
   "Maximum Price" in relation to a Share to be purchased, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
5. 1. in the case of a Market Purchase, the price per Share which is not more than 5% above the average of the closing market prices of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company, and which is deemed to be adjusted in accordance with the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ("Catalist Rules") for any corporate action occurring during the relevant period of the five (5) Market Days period and the day of the Market Purchase; and
   2. in the case of an Off-Market Purchase, the price per Share based on not more than 20% above the average of the closing market prices of the Shares over the last five (5) Market Days on the Catalist, on which transactions in the Shares were recorded immediately preceding the day on which the Company makes an announcement of an offer under an Off-Market Purchase scheme, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate action occurring during the relevant period of the five (5) Market Days period and the day of the Market Purchase;

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