Annual General Meeting :: Voluntary

Company Registration No. 198502465W

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirty Fourth Annual General Meeting of SAPPHIRE CORPORATION LIMITED (the "Company") will be convened and held by way of electronic means on Monday, 29 June 2020 at 11.00 a.m.. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and Audited Financial Statements of the Company for the year ended 31 December

2019 together with the Reports of the Auditors thereon.

(Resolution 1)

2. To approve the payment of additional Directors' fees of S$4,726 for the financial year ended 31 December 2019 to be paid in cash and/or shares.

[See Explanatory Note (i)]

(Resolution 2)

3. To approve the payment of Directors' fees of S$176,247 for the financial year ending 31 December 2020 to be paid in cash and/or shares (2019: S$205,000).

(Resolution 3)

4. To approve the following re-election of Directors:

1. To re-elect Ms Wang Heng who retires pursuant to Regulation 89 of the Company's Constitution and who, being eligible, offer herself for re-election.

[See Explanatory Note (ii)]

(Resolution 4)

1. To re-elect Mr Oh Eng Bin who retires pursuant to Regulation 89 of the Company's Constitution and who, being eligible, offer himself for re-election.

[See Explanatory Note (iii)]

(Resolution 5)

1. To re-elect Mr Tay Eng Kiat Jackson who retires pursuant to Regulation 88 of the Company's Constitution and who, being eligible, offer himself for re-election.

[See Explanatory Note (iv)]

(Resolution 6)

5. To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration.

(Resolution 7)

6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

7. Authority to allot and issue shares in the capital of the Company - Share Issue Mandate

"That, pursuant to Section 161 of the Companies Act, Chapter 50 Manual") of the Singapore Exchange Securities Trading Limited (" the Company to:

(the "Act") and Rule 806 of the Listing Manual (the "Listing SGX-ST"), authority be and is hereby given to the Directors of

1. (i) allot and issue shares in the capital of the Company (the "Shares") (whether by way of rights, bonus or otherwise); and/or

NOTICE OF

ANNUAL GENERAL MEETING

1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require the Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, 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 of the Company shall in their absolute discretion deem fit; and

1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:

1. the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) and convertible securities to be issued pursuant to this Resolution shall not exceed fifty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares and convertible securities to be issued other than on a pro-rata basis to the shareholders of the Company shall not exceed twenty percent (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as at the time of passing of this Resolution);
2. (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares and convertible securities that may be issued under sub-paragraph (1) above on a pro-rata basis, the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
3. 1. new Shares arising from the conversion or exercise of convertible securities;
   2. new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with the rules of the Listing Manual of the SGX-ST; and
   3. any subsequent bonus issue, consolidation or subdivision of Shares.
4. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST as amended from time to time (unless such compliance has been waived by the SGX-ST) and the Constitution; and
5. unless revoked or varied by the Company in a general meeting, such 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 is required by law to be held, whichever is the earlier."

[See Explanatory Note (v)]

(Resolution 8)

NOTICE OF

ANNUAL GENERAL MEETING

8. Authority to grant awards and issue shares under the Sapphire Share Award Scheme

"That in accordance with the provisions of the Sapphire Share Awards Scheme (the "Scheme") and pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the Directors of the Company be and are hereby authorised to grant share awards ("Awards") in accordance with the provisions of the Scheme and to allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the vesting of Awards under the Scheme, provided that the aggregate number of Shares available under the Scheme, when added to all Shares, options or awards granted under any other share option scheme, share award scheme or share incentive scheme of the Company then in force, shall not exceed 15% of the total issued

share capital (excluding treasury shares and subsidiary holdings) of the Company from time to time."
[See Explanatory Note (vi)]	(Resolution 9)
By Order of the Board
Gwendolyn Gn Jong Yuh
Company Secretary
Singapore, 5 June 2020
Explanatory Notes:-

1. The additional Directors' fees of S$4,726 for the financial year ended 31 December 2019, is mainly due to the appointment of additional independent director during the financial year ended 31 December 2019 and is pro-rated based on the effective date of appointment.
2. Further to the re-election of Ms Wang Heng pursuant to Ordinary Resolution 4, she will continue to serve as a member of the Nominating Committee of the Company.
3. Further to the re-election of Mr Oh Eng Bin pursuant to Ordinary Resolution 5, he will continue to serve as the 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").
4. Further to the re-election of Mr Tay Eng Kiat Jackson pursuant to Ordinary Resolution 6, he will 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.
5. The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors of the Company to issue Shares, make or grant instruments convertible into Shares and to issue Shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to shareholders.
   For determining the aggregate number of Shares that may be issued, the total number of issued Shares (excluding treasury shares and subsidiary holdings) will be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time when this Ordinary Resolution 8 is passed and any subsequent bonus issue, consolidation or subdivision of Shares.
6. The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors of the Company to grant Awards pursuant to the Scheme and to allot and issue shares pursuant to the vesting of the Awards under the Scheme. The Scheme was approved by the shareholders of the Company in the annual general meeting of the Company on 26 April 2018.

Important Notes to Shareholders on arrangements for the AGM:

1. Printed copies of this Notice of Annual General Meeting and the Annual Report for the financial year ended 31 December 2019 (the "FY2019 Annual Report") will not be sent to members. Instead, this Notice of Annual General Meeting and the FY2019 Annual Report may be accessed at the Company's website at http://sapphirecorp.listedcompany.com/home.html. This Notice of Annual General Meeting and the FY2019 Annual Report are also available on SGXNET at https://www. sgx.com/securities/company-announcements.
2. Alternative arrangements relating to attendance at the Annual General Meeting of the Company via electronic means (including arrangements by which the proceedings of the Annual General Meeting of the Company may be electronically accessed via live audio-visual webcast or live audio-only stream), submission of comments, queries and/ or questions to the Chairman of the Meeting in advance of the Annual General Meeting of the Company, addressing of substantial and relevant questions at the Annual General Meeting of the Company and voting by appointing the Chairman of the Meeting as proxy at the Annual General Meeting of the Company, are set out in the Company's accompanying announcement dated 5 June 2020. This announcement may be accessed at the Company's website at http://sapphirecorp.listedcompany.com/home.html. This announcement is also available on SGXNET at https://www.sgx.com/securities/company-announcements.

NOTICE OF

ANNUAL GENERAL MEETING

1. Due to the current COVID-19 restriction orders in Singapore, a member will not be able to attend the Annual General Meeting in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting is such member wishes to exercise his/her/its voting rights at the Annual General Meeting. The Proxy Form for the Annual General Meeting of the Company may be accessed at the Company's website athttp://sapphirecorp.listedcompany.com/home.htmland is also available on SGXNET athttps://www.sgx.com/ securities/company-announcements.Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
2. The Chairman of the Meeting, acting as proxy, need not be a member of the Company.
3. The Proxy Form must be submitted to the Company in the following manner:
4. 1. if submitted by post, be deposited at the Share Registrar's office at 80 Robinson Road, #11-02, Singapore 068898; or
   2. if submitted electronically, be submitted via email in Portable Document Format (PDF) format to the Share Registrar at [e-mail].

in either case, at least 72 hours before the time fixed for holding the Annual General Meeting of the Company and/or any adjournment thereof. A member who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or by scanning and submitting it by way of electronic means via email to the email address provided above. In view of the current COVID-19restriction orders and the related safe distancing measures in Singapore which may make it difficult for members to submit the completed Proxy Forms by post, members are strongly encouraged to submit the completed Proxy Forms by way of electronic means via email.

PERSONAL DATA PRIVACY

By submitting the Proxy Form appointing the Chairman of the Meeting as proxy to attend, speak and vote at the Annual General Meeting of the Company and/or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy for the Annual General Meeting of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting of the Company (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information

Name of Director

Oh Eng Bin

Tay Eng Kiat Jackson

Wang Heng

Date of appointment

18 December 2017

24 October 2019

16 March 2016

Date of last re-appointment

26 April 2018

Not applicable

26 April 2018

Age

47

43

50

Country of principal residence

Singapore

Singapore

China

The Board's comments on this

The

Board

of

Directors,

The Board

of

Directors,

The

Board

of

Directors,

appointment (including rationale,

having

considered

the

having

considered

the

having

considered

the

selection criteria, and the search

recommendation

of

the

recommendation

of

the

recommendation

of

the

and nomination process)

Nominating

Committee,

Nominating

Committee,

Nominating

Committee,

and

having

reviewed

the

and having

reviewed

the

and

having

reviewed

the

recommendation

of

the

recommendation

of

the

qualifications

and

working

Nominating

Committee

and

Nominating

Committee

and

experience of Ms Wang Heng,

the qualifications and working

the qualifications and working

is of the view that she has

experience of Mr Oh Eng Bin

experience of Mr Tay Eng Kiat

the

requisite

experience

and

("Mr Oh"), is of the view that

Jackson ("Mr Tay"), is of the

capabilities

to

assume

the

he has the requisite experience

view that he has the requisite

responsibilities as an Executive

and capabilities to assume the

experience and capabilities to

Director of the Company.

responsibilities as

the

Lead

assume the responsibilities as

Independent

Non-Executive

an Independent Non-Executive

Accordingly,

the

Board

of

Director of the Company.

Director of the Company.

Directors

has

approved

the

appointment of Ms Wang Heng

Accordingly,

the

Board

of

Accordingly,

the

Board

of

as an Executive Director of the

Directors

has approved

the

Directors

has approved

the

Company.

appointment of Mr Oh as

appointment of Mr Tay as an

the Lead Independent Non-

Independent

Non-Executive

Executive

Director of

the

Director of the Company.

Company.

Whether the appointment is

Non-Executive

Non-Executive

Ms Wang Heng is an Executive

executive and if so, please state the

Director

of

the

Company.

area of responsibility

Responsible

for

overseeing

the

Company's

operations,

business development strategy

and

expansion

into

new

markets.

Job title (e.g. Lead ID, AC Chairman,

Lead

Independent

Non-

Independent

Non-Executive

Executive

Director

and

a

AC member, etc)

Executive Director, Chairman of

Director,

Chairman of

the

member of

the

Nominating

the Remuneration Committee,

Nominating

Committee,

Committee

and a member of the Audit

and a member of the Audit

and Risk Committee and the

and Risk Committee and the

Nominating Committee

Remuneration Committee

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information

Name of Director

Oh Eng Bin

Tay Eng Kiat Jackson

Wang Heng

Professional

memberships/

Bachelor of

Laws degree

Bachelor

of

Accountancy

Bachelor of Engineering from

qualifications

(Honours), National University

(Minor in

Marketing)

degree

Southwest Jiaotong University,

of Singapore

from

Nanyang

Technological

with a major in Railway

University

Engineering.

Advocate and Solicitor of the

Supreme Court of Singapore

Member

of

the

Institute

Executive MBA from Tsinghua

of

Singapore

Chartered

University.

Accountants

Member

of

the

Singapore

Institute of Directors

Working

experience

and

2010 - Present: Senior Partner

2019 - Present: Chairman and

6 May 2000 to present: Ranken

occupation(s) during the past 10

at Dentons Rodyk & Davidson

Independent

Director

of Sim

Railway Construction Group

years

LLP

Leisure Group Limited

Co., Ltd. - Co-Founder and

Executive Director

2014

-

Present: Independent

2017

- Present: Independent

Non-Executive Director of SHS

Director

of

OUE

Lippo

Holdings Ltd.

Healthcare Limited

2015

-

2018

Independent

2015

-

Present:

Chief

Non-Executive Director of KPM

Operating

Officer

of

Hafary

Holding Limited

Holdings Limited

2014

-

2018:

Independent

2015 - 2015: Chief Financial

Non-Executive Director of

Officer of SingHaiyi Group Ltd.

Weiye Holdings Limited

2009

-

2015:

Financial

Controller

of

Hafary Holdings

Limited

Shareholding

interest

in the

No

No

Ms Wang Heng has a 42.08%

Company and its subsidiaries

deemed interest in the shares

of the Company, and has a

0.15% direct interest in the

shares of the Company.

Any

relationship

(including

No

No

No

immediate

family

member

relationships)

with any

existing

director, existing executive officer,

the

Company

and/or

substantial

shareholder of the Company or any

of its principal subsidiaries

Conflict of Interest (including any

No

No

No

competing business)

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information		Name of Director
	Oh Eng Bin	Tay Eng Kiat Jackson		Wang Heng
Undertaking (in the format set out	Yes	Yes		Yes
in Appendix 7H) under Rule 720(1)
submitted to the Company?
Other Principal Commitments including Directorships
Current directorships	Dentons Rodyk & Davidson	Hafary Holdings Limited	Ranken	Railway Construction
	LLP's Corporate Practice	Group, Chief Operating Officer	Group Co., Ltd, Director
	Group, China Practice and	and Company Secretary
	Indonesia Practice, Senior		Best Feast Limited, Director
	Partner	Sim Leisure Group Limited,
		Chairman and Independent	Ranken	Holding Co., Limited,
	SHS Holdings Ltd,	Director	Director
	Independent Director
		OUE Lippo Healthcare Limited,
	Ferrell Financial Group	Independent Director
	Limited, Director
		Hafary Pte Ltd, Director
	Encapture Pte Ltd, Director
		Hafary Centre Pte Ltd,
	Propinquity Investments Ltd,	Director
	Director
		Hafary Balestier Showroom
	Omnibridge Investments Pte.	Pte Ltd, Director
	Ltd., Director
		Hafary W+S Pte Ltd, Director
	Omnibridge Investment Partners
	Pte. Ltd., Director	One Heart Investment Pte Ltd,
		Director
	Omnibridge Capital Pte. Ltd.,
	Director	One Heart International Trading
		Private Ltd, Director
		Wood Culture Pte Ltd, Director
		Xquisit Pte Ltd, Director
Past directorships (in the last	Four Fugus Pte. Ltd,	Park Mall Pte. Ltd.	Nil
5 years)
	KPM Holdings Limited	Viet Ceramics International
		Joint Stock Company
	Weiye Holdings Limited

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information				Name of Director
				Oh Eng Bin	Tay Eng Kiat Jackson	Wang Heng
General Statutory Declaration of Directors
(a)	Whether at any time during the		No	No	No
	last 10 years, an application or
	a petition under any bankruptcy
	law of any jurisdiction was
	filed against him or against a
	partnership of which he was
	a partner at the time when he
	was a partner or at any time
	within 2 years from the date he
	ceased to be a partner?
(b)	Whether at any time during the		No	No	No
	last 10 years, an application or
	a petition under any law of any
	jurisdiction was filed against an
	entity (not being a partnership)
	of which he was a director or
	an equivalent person or a key
	executive, at the time when he
	was a director or an equivalent
	person or a key executive of
	that entity or at any time within
	2 years from the date he ceased
	to be a director or an equivalent
	person or a key executive of
	that entity, for the winding up
	or dissolution of that entity
	or, where that entity is the
	trustee of a business trust, that
	business trust, on the ground of
	insolvency?
(c)	Whether	there is any		No	No	No
	unsatisfied	judgment against
	him?

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information

Name of Director

Oh Eng Bin

Tay Eng Kiat Jackson

Wang Heng

(d)

Whether

he

has

ever

been

No

No

No

convicted

of

any

offence,

in

Singapore

or

elsewhere,

involving

fraud

or

dishonesty

which

is

punishable

with

imprisonment,

or

has

been

the subject of any criminal

proceedings

(including

any

pending

criminal

proceedings

of which he is aware) for such

purpose?

(e)

Whether

he

has

ever

been

No

No

No

convicted

of

any

offence,

in

Singapore

or

elsewhere,

involving a breach of any law

or regulatory requirement that

relates to the securities or

futures

industry

in

Singapore

or elsewhere, or has been

the subject of any criminal

proceedings

(including

any

pending

criminal

proceedings

of which he is aware) for such

breach?

(f)

Whether

at

any

time

during

No

No

No

the last 10 years, judgment

has

been

entered

against

him in any civil proceedings

in

Singapore

or

elsewhere

involving a breach of any law

or regulatory requirement that

relates to the securities or

futures industry in Singapore or

elsewhere, or a finding of fraud,

misrepresentation or dishonesty

on his part, or he has been the

subject of any civil proceedings

(including

any

pending

civil

proceedings of which he is

aware) involving an allegation

of fraud, misrepresentation or

dishonesty on his part?

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information							Name of Director
									Oh Eng Bin	Tay Eng Kiat Jackson	Wang Heng
(g)	Whether	he	has	ever been	No	No	No
	convicted	in	Singapore	or
	elsewhere of any offence in
	connection with the formation
	or management of any entity or
	business trust?
(h)	Whether	he	has	ever been	No	No	No
	disqualified	from	acting	as
	a director or an equivalent
	person of any entity (including
	the trustee of a business trust),
	or from taking part directly or
	indirectly	in	the	management
	of any entity or business trust?
(i)	Whether	he	has	ever been	No	No	No
	the subject of any order,
	judgment or ruling of any court,
	tribunal or governmental body,
	permanently	or	temporarily
	enjoining him from engaging in
	any type of business practice or
	activity?
(j)	Whether he has ever, to his
	knowledge,	been	concerned
	with	the	management	or
	conduct,	in		Singapore	or
	elsewhere, of the affairs of:-
	(i) any	corporation	which	has	No	No	No
	been investigated	for
	a breach of any law or
	regulatory	requirement
	governing corporations in
	Singapore	or	elsewhere;
	or

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information						Name of Director
								Oh Eng Bin	Tay Eng Kiat Jackson	Wang Heng
(ii)	any	entity	(not being a	No	No	No
	corporation)	which	has
	been	investigated	for
	a breach of any law or
	regulatory	requirement
	governing such entities in
	Singapore	or	elsewhere;
	or
(iii)	any business trust which	No	No	No
	has been investigated for
	a breach of any law or
	regulatory	requirement
	governing		business
	trusts in	Singapore or
	elsewhere; or
(iv)	any		entity or business	No	No	No
	trust	which	has	been
	investigated for a breach
	of any law or regulatory
	requirement	that relates
	to the securities or futures
	industry	in	Singapore or
	elsewhere	in	connection
	with any matter occurring
	or	arising	during	that
	period when he was so
	concerned with the entity
	or business trust?
(k) Whether		he	has	been	the	No	No	No
subject of any current or past
investigation	or	disciplinary
proceedings,	or	has	been
reprimanded	or	issued	any
warning,		by	the	Monetary
Authority of Singapore or any
other	regulatory	authority,
exchange, professional body or
government agency, whether in
Singapore or elsewhere?

APPENDIX A -

KEY INFORMATION OF DIRECTORS TO BE RE-ELECTED

Key Information			Name of Director
			Oh Eng Bin	Tay Eng Kiat Jackson	Wang Heng
Prior Experience as a Director of a Listed Company on the Exchange
Any prior experience as a director	Not applicable. This is a	Not applicable. This is a	Not applicable. This is a
of an issuer listed on the Exchange?	re-election of a director	re-election of a director	re-election of a director
Attended or will be attending training	Not applicable. This is a	Not applicable. This is a re-	Not applicable. This is a
on the roles and responsibilities	re-election of a director	election of a director	re-election of a director
of a director of a listed issuer as
prescribed by the Exchange?
Please provide details of relevant	Not applicable. This is a	Not applicable. This is a	Not applicable. This is a
experience	and	the nominating	re-election of a director	re-election of a director	re-election of a director
committee's reasons for not requiring
the director	to	undergo training
as prescribed by the Exchange (if
applicable).