SAPPHIRE CORPORATION LIMITED

(Incorporated in the Republic of Singapore) (Company Registration No. 198502465W)

MINUTES OF THE ANNUAL GENERAL MEETING

OF THE COMPANY HELD ON 29 JUNE 2020

The Board of Directors (the "Board") of Sapphire Corporation Limited (the "Company" and together with its subsidiaries, the "Group") refers to the Annual General Meeting of the Company held on Monday, 29 June 2020, at 11:00 a.m. ("AGM").

The Board would like to thank shareholders for their attendance at the AGM of the Company on 29 June 2020. Paragraph 11 of the joint statement dated 13 April 2020 released by Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation requires the Company to release the minutes of the AGM within one month after the date of AGM. The minutes of the AGM is set out at Annex A.

By Order of the Board

SAPPHIRE CORPORATION LIMITED

Wang Heng

Chief Executive Officer and Executive Director

3 July 2020

Annex A

SAPPHIRE CORPORATION LIMITED 盛世企业有限公

Company Registration No. 198502465W

(Incorporated in Singapore)

MINUTES OF THIRTY FOURTH ANNUAL GENERAL MEETING

Date

:

Monday, 29 June 2020

Time

:

11.00 a.m.

Place

:

Electronic means

Present

:

As set out in the attendance records maintained by the

Company

Chairman

:

Mr Cheung Wai Suen

The Chairman welcomed the shareholders to the Thirty Fourth Annual General Meeting of the Company (the "Meeting").

The Chairman stated that pursuant to the Covid-19 (Temporary Measures) Act 2020, in light of the Covid-19 situation in Singapore, this year's Annual General Meeting for the financial year ended 31 December 2019 ("FY2019") will be conducted by way of electronic means.

The Chairman introduced the following members (board and non-board) and an auditor to the shareholders:

Attendees

Appointment

Attending From

Ms Wang Heng

Chief Executive Officer and Executive Director

Qing Dao, China

Mr Oh Eng Bin

LeadIndependentChairman Committeeof theDirector and Remuneration

Singapore

Mr Jackson Tay Eng Kiat

Independent Director and Chairman of the Nominating Committee

Singapore

Mr Kit Ng

Chief Financial Officer

Chengdu, China

Mr Foo Yong How

Chief Corporate Office

Singapore

Ms Teo Han Jo

Auditor

Singapore

The Chairman apologized on behalf for Mr Duan Yang. the Independent Director and Chairman of the Audit and Risk Committee who was unable to attend the meeting.

The Chairman invited Mr. Oh Eng Bin, the Lead Independent Director of the Company, to conduct the meeting on his behalf.

QUORUM

As the quorum was present, Mr. Oh Eng Bin declared the Thirty Fourth Annual General Meeting open.

NOTICE

Mr. Oh Eng Bin informed that the 2019 Annual Report together with the Notice of Meeting has been circulated to the shareholders.

Mr. Oh Eng Bin proposed that the Notice convening the Meeting was taken as read.

VOTING

It was noted that in accordance with Regulation 58(A) of the Company's Constitution, the proposed Resolutions put to vote at the Annual General Meeting were decided on a poll.

Mr. Oh Eng Bin informed that all votes on the resolutions will be by proxy only and only the Chairman of the Meeting may be appointed as proxy. Mr. Cheung Wai Suen as the Chairman of the Meeting have been appointed as proxy by some shareholders to vote in accordance with their instructions on their behalf prior to the Meeting. As such, all resolutions in this Meeting will be deemed proposed and seconded.

Gateway 21 Pte. Ltd. has been appointed as the Company's Scrutineers.

Mr. Oh Eng Bin further informed that shareholders have been given the opportunity to submit questions by 11 a.m. on Thursday, 25 June 2020 and the Company has not received any questions from shareholders in relation to the resolutions in the Annual General Meeting before the stated deadline.

The Company has however received some questions in relation to the proposed transaction relating to the Company's divestment of its interest in Ranken Railway as announced on 2 June 2020. The Board will be publishing the Company's responses after the Meeting via SGXNet.

ORDINARY BUSINESS

1.

DIRECTORS'

STATEMENTANDAUDITEDFINANCIALSTATEMENTS

-

RESOLUTION 1

The Meeting proceeded to receive and adopt the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Auditors' Report thereon.

The motion was put to vote by way of a poll.

There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

"That the Directors' Statement and the Audited Financial Statements of the Company for the financial year ended 31 December 2019 together with the Auditors' Report thereon be and are hereby received."

  • 2. ADDITIONAL DIRECTORS' FEES - RESOLUTION 2

    The Directors had, subject to shareholders' approval, recommended the payment of additional sum of S$4,726 for the financial year ended 31 December 2019 to be paid in cash and/or shares. This is mainly due to the appointment of an additional independent director during FY2019 and is pro-rated based on the effective date of appointment.

    The motion was put to vote by way of a poll.

    There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

    "That the additional Directors' fees of a sum of S$4,726 for the financial year ended 31 December 2019 to be paid in cash and/or shares."

  • 3. DIRECTORS' FEES - RESOLUTION 3

    The Directors had, subject to shareholders' approval, recommended the payment of a sum of S$176,247 for the financial year ending 31 December 2020 to be paid in cash and/or shares.

    The motion was put to vote by way of a poll.

    There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

    "That the Directors' fees of a sum of S$176,247 for the financial year ending 31 December 2020 to be paid in cash and/or shares."

  • 4. RE-ELECTION OF DIRECTORS - RESOLUTIONS 4 TO 6

    The Directors who retired pursuant to the Company's Constitution were Ms Wang Heng, Mr Oh Eng Bin and Mr Tay Eng Kiat Jackson will retire at the conclusion of this meeting. All of them had signified their consent to continue in office.

4.1

RE-ELECTION OF MS WANG HENG - RESOLUTION 4

The meeting noted that Ms Wang Heng will, upon re-election as an Executive Director of the Company, continue to serve as a member of the Nominating Committee of the Company.

The motion was put to vote by way of a poll.

There were 229,711,031 votes for the motion, 0 votes against the motion and 625,000 votes abstained from voting on the motion. Accordingly, it was resolved by a majority vote:

"That Ms Wang Heng who retires in accordance with the Company's Constitution and being eligible for re-election, be and is hereby re-elected as Executive Director of the Company."

  • 4.2 RE-ELECTION OF MR OH ENG BIN - RESOLUTION 5

    The meeting noted that Mr Oh Eng Bin will, upon re-election as a Director of the Company, continue to serve as Lead Independent Director, Chairman of the Remuneration Committee, a member of the Audit and Risk Committee and the Nominating Committee of the Company and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST").

    The motion was put to vote by way of a poll.

    There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

    "That Mr Oh Eng Bin who retires in accordance with the Company's Constitution and being eligible for re-election, be and is hereby re-elected as Lead Independent Non-

    Executive Director of the Company."

  • 4.3 RE-ELECTION OF MR TAY ENG KIAT JACKSON - RESOLUTION 6

    The meeting noted that Mr Tay Eng Kiat Jackson will, upon re-election as a Director of the Company, continue to serve as a Chairman of the Nominating Committee, a member of the Audit and Risk Committee and the Remuneration Committee of the Company and will be considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST.

    The motion was put to vote by way of a poll.

    There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

    "That Mr Tay Eng Kiat Jackson who retires in accordance with the Company's Constitution and being eligible for re-election, be and is hereby re-elected as

    Independent Non-Executive Director of the Company."

5.

RE-APPOINTMENT OF AUDITORS - RESOLUTION 7

KPMG LLP, Public Accountants and Chartered Accountants, Singapore who are auditors of the Company, have expressed their willingness to continue in office.

The motion was put to vote by way of a poll.

There were 230,336,031 votes for the motion and 0 votes against the motion. Accordingly, it was resolved by a majority vote:

"That KPMG LLP, Public Accountants and Chartered Accountants, Singapore be re-appointed as Auditors of the Company until the next Annual General Meeting, at a remuneration to be determined by the Directors."

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Sapphire Corporation Limited published this content on 03 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 July 2020 14:43:02 UTC