SINGHAIYI GROUP LTD.

(Company Registration No.: 198803164K)

(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

This Notice has been made available on the home page of the Company's corporate website (www.singhaiyi.com), SGXNet and the following URL: conveneagm.sg/singhaiyi. A printed copy of this Notice will not be despatched to members of the Company.

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM" or the "Meeting") of SingHaiyi Group Ltd. (the "Company") will be held by way of electronic means on Thursday, 29 July 2021, at 10.00 a.m. for the purpose of considering and, if thought fit, passing with or without any modifications, the ordinary resolutions as set out below:

AS ORDINARY BUSINESS

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

ended 31 March

2021 together with the Auditors' Report thereon.

Resolution 1

2. To re-elect the following Directors of the Company retiring pursuant to Regulation 77 or Regulation 95 of the Constitution of the Company or Rule 720(5) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"):

Mr Lawrence Lua Gek Pong (Retiring under Regulation 77)

Resolution 2

Mr Mao Jinshan, Jason (Retiring under Regulation 95 and Rule 720(5))

Resolution 3

Mr David Hwang Soo Chin (Retiring under Regulation 95)

Resolution 4

Notes:

Mr Lawrence Lua Gek Pong will, upon re-election as a Director of the Company, remain as Independent Non-Executive Director, Chairman of the Nominating Committee and members of the Audit and Remuneration Committees respectively and will be considered independent pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.

Mr David Hwang Soo Chin will, upon re-election as a Director of the Company, remain as Independent Non-Executive Director, Chairman of the Remuneration Committee and members of the Audit and Nominating Committees respectively and will be considered independent pursuant to Rule 704(8) of the Listing Manual of the SGX-ST.

3. To approve the payment of Directors' fees of S$343,000.00 for the financial year ending 31 March 2022, to be paid quarterly in arrears.

Resolution 5

  1. To re-appoint Messrs KPMG LLP as the Auditor of the Company and to authorise the Directors of the Company to fix their remuneration.
    Resolution 6
  2. To transact any other ordinary business which may properly be transacted at an AGM.

AS SPECIAL BUSINESS

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

6. Authority to allot and issue new sharesResolution 7

That pursuant to Section 161 of the Companies Act, Cap. 50 ("Companies Act") and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST"), the Directors of the Company be authorised and empowered to:

(a) (i) allot and issue shares in the capital of the Company ("Shares") 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) 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 may 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 Instruments made or granted by the Directors of the Company while this Resolution was in force,

provided that:

  1. the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) shall not exceed fifty per cent (50%) of the total number of issued shares (excluding any treasury shares and subsidiary holdings, if any) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company shall not exceed twenty per cent (20%) of the total number of issued shares (excluding any treasury shares and subsidiary holdings, if any) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
  2. (subject to such 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 any treasury shares and subsidiary holdings, if any) shall be calculated based on the total number of issued shares (excluding any treasury shares and subsidiary holdings, if any) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
    1. new Shares arising from the conversion or exercise of any convertible securities;
    2. new Shares arising from exercising share options or vesting of share awards which are outstanding or subsisting at the time of the passing of this Resolution provided the options or awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST; and
    3. any subsequent bonus issue, consolidation or subdivision of Shares;
  3. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX- ST for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act and the Constitution of the Company for the time being in force; and
  4. unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
    [See Explanatory Note (i)]

7. Authority to allot and issue shares under the SingHaiyi Share Option Scheme 2013

Resolution 8

That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be authorised and empowered to offer and grant options ("Options") under the prevailing SingHaiyi Share Option Scheme 2013 (the "Scheme") and to allot and to issue from time to time such number of shares in the capital of the Company as may be required to be transferred or issued pursuant to the exercise of Options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always that the aggregate number of additional ordinary shares to be issued pursuant to the Scheme shall not exceed fifteen per cent (15%) of the total number of issued shares (excluding any treasury shares and subsidiary holdings, if any) in the capital 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 AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.

[See Explanatory Note (ii)]

8. Renewal of Share Buy-Back Mandate

Resolution 9

That:

  1. for the purposes of the Companies Act, Cap. 50 ("Companies Act"), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the Shares not exceeding in aggregate the Maximum Limit (as defined below), at such

price(s) as may be determined by the Directors from time to time up to the Maximum Price (as defined below), whether by way of:

  1. on-marketpurchase(s) (each a "On-MarketPurchase") on the Mainboard ("SGX-Mainboard") of the Singapore Exchange Securities Trading Limited ("SGX-ST"); and/or
  2. off-marketpurchase(s) (each an "Off-MarketPurchase") effected pursuant to an equal access scheme as defined in Section 76C of the Companies Act ("Equal Access Scheme") as may be determined or formulated by the Directors as they consider fit, which Off-Market Purchase on an Equal Access Scheme shall satisfy all the conditions prescribed by the Companies Act,

and otherwise in accordance with all other laws and regulations, including but not limited to, the provisions of the Share Buy-Back Mandate, the Constitution, the Companies Act and the Listing Manual 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-BackMandate");

  1. unless varied or revoked by the Company in a general meeting, the authority conferred on the Directors 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 date of the passing of this Resolution and expiring on the earlier of:
    1. the date on which the next AGM of the Company is held or required by law to be held; or
    2. the date on which the purchases or acquisitions of Shares by the Company are carried out to the full extent mandated; or
    3. the date on which the authority conferred by the proposed Share Buy-Back Mandate is varied or revoked by Shareholders in a general meeting (the "Relevant Period");
  2. in this Resolution:
    "Maximum Limit" means ten per cent (10%) of the total number of Shares (excluding any treasury shares and subsidiary holdings, if any) as at the date of the passing of this Resolution, unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of Shares shall be taken to be the total number of Shares as altered by the said reductions of share capital (excluding any treasury shares and subsidiary holdings, if any, that may be held by the Company as at that date). Any Shares which are held as treasury shares will be disregarded for purposes of computing the ten per cent (10%) limit;
    "Maximum Price", in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax, clearance fees and other related expenses) to be paid for the Share which shall not exceed:
    1. in the case of a On-Market Purchase, one hundred and five per cent (105%) of the Average Closing Price (as defined below); and
    2. in the case of an Off-Market Purchase pursuant to an Equal Access Scheme, one hundred and twenty per cent (120%) of the Average Closing Price,

where:

"Average Closing Price" means the average of the closing market prices of the Shares for the last five (5) consecutive Market Days on which the Shares were transacted on the SGX-ST, immediately preceding the date on which an On-Market Purchase was made by the Company, or as the case may be, the date of the making of the offer pursuant to an Off-Market Purchase on an Equal Access Scheme, and deemed to be adjusted for any corporate action that occurs during the relevant five (5) Market Days; and

"date of the making of the offer" means the date on which the Company makes an announcement of an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase calculated on the foregoing basis) for each Share and the relevant terms of the Equal Access Scheme for effecting the Off-Market Purchase; and

"Market Day" means a day on which the SGX-ST is open for securities trading.

  1. the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider necessary, expedient, incidental or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Resolution.
    [See Explanatory Note (iii)]

By Order of the Board

Kiar Lee Noi

Company Secretary

Singapore, 12 July 2021

Explanatory Notes:

  1. The Ordinary Resolution 7 in item 6 above, if passed, will empower the Directors of the Company, from the date of this Meeting (as defined below) until the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue aggregate number of Shares (including Shares to be issued pursuance of Instruments made or granted) up to a number not exceeding fifty per cent (50%) of the total number of issued shares (excluding any treasury shares and subsidiary holdings, if any) in the capital of the Company, of which up to twenty per cent (20%) may be issued other than on a pro-rata basis, calculated as described in Resolution 7.
  2. The Ordinary Resolution 8 in item 7 above, if passed will empower the Directors of the Company, from the date of this Meeting (as defined below) until the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares in the Company pursuant to the exercise of options granted or to be granted under the Scheme up to a number not exceeding in total (for the entire duration of the Scheme) fifteen per cent (15%) of the total number of issued shares excluding treasury shares and subsidiary holdings, if any in the capital of the Company from time to time, and the aggregate number of ordinary shares which may be issued pursuant to the Scheme and any other share based schemes (if applicable) shall not exceed fifteen per cent (15%) of the total issued share capital of the Company (excluding treasury shares and subsidiary holdings, if any) from time to time.
  3. The Ordinary Resolution 9 in item 8 above, if passed, will empower the Directors of the Company, effective until the earlier of the next AGM of the Company, or the date by which the next AGM of the Company is required by law to be held, to repurchase or otherwise acquire Shares in accordance with the terms and conditions set out in the Appendix dated 12 July 2021.

Notes:

General

  1. In line with the provisions under the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020, members of the Company will NOTbe allowed to attend the AGM in person. The AGM will be held by way of electronic means.
  2. Alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the AGM are set out in the Company's announcement dated 12 July 2021 titled "Annual General Meeting to be held on 29 July 2021" which has been uploaded together with this Notice of AGM on SGXNet on the same day. Members of the Company can participate in the AGM by:
    1. watching or listening to the AGM proceedings via a Live Webcast (as defined below). Shareholders who wish to participate as such will have to pre-register in the manner outlined in Note 3 below;
    2. submitting questions ahead of the AGM. Please refer to Notes 6 to 8 below for further details; and
    3. voting by proxy at the AGM. Please refer to Notes 9 to 15 below for further details.

Participation in AGM proceedings via "live webcast"

  1. A member will be able to watch the proceedings of the AGM through a "live" webcast via his/her/its mobile phones, tablets or computers or listen to these proceedings through a "live" audio feed ("Live Webcast"). In order to do so, a member who wishes to watch the "live" webcast or listen to the "live" audio feed must pre-register by 10.00 a.m. on 26 July 2021 ("Registration Deadline"), at the following URL: conveneagm.sg/singhaiyi, to create an account.
  2. Following authentication of his/her/its status as member, such member will receive email instructions on how to access the Live Webcast using the account created or "live" audio feed.
  3. Members who have pre-registered by Registration Deadline but do not receive the aforementioned email by 10.00 a.m. on 28 July 2021 should contact the Company at the email address: ir@singhaiyi.com, with the following details included: (1) the member's full name; and (2) his/her/its identification/registration number.

Submission of questions prior to the AGM

  1. A member of the Company may also submit questions relating to the resolutions to be tabled for approval at the AGM or the Company's businesses and operations. The Company will endeavour to address questions which are substantial and relevant.
  2. To do so, all questions must be submitted no later than the Registration Deadline through any one of the following means:
    1. by email to ir@singhaiyi.com; or

(b) by depositing the physical copy at the Company's registered office at 6 Shenton Way, #45-01 OUE Downtown 1, Singapore 068809; or

  1. via the URL: conveneagm.sg/singhaiyi.

8. If the questions are deposited in physical copy at the Company's registered office or sent via email, and in either case not accompanied

by the completed and executed Proxy Form (as defined below), the following details

must be included

with the submitted questions: (i) the

member's full name; and (ii) his/her/its identification/registration number for verification

purposes, failing

which the submission will be treated

as invalid.

Voting by proxy

  1. If a member (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM. In appointing the Chairman of the Meeting as proxy, a member (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the instrument appointing the Chairman of the Meeting as proxy ("Proxy Form"), failing which the appointment will be treated as invalid.
  2. The Chairman of the Meeting, as proxy, need not be a member of the Company.
  3. The Proxy Form, together with the power of attorney or other authority under which it is signed (if applicable) or a notarially certified copy thereof, must be submitted through any one of the following means not less than forty-eight (48) hours before the time appointed for the Meeting:
    1. by sending a scanned PDF copy by email to ir@singhaiyi.com; or

(b) by depositing a physical copy at the Company's registered office at 6 Shenton Way, #45-01 OUE Downtown 1, Singapore 068809; or

    1. via the URL: conveneagm.sg/singhaiyiin the electronic format.
  1. The Proxy Form must be signed by the appointor or his/her attorney duly authorised in writing. Where the Proxy Form as proxy is executed by a corporation, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney. Where the Proxy Form is signed on behalf of the appointor by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.
  2. The Company shall be entitled to reject the Proxy Form if it is incomplete, improperly completed, illegible or where the true intentions of the

appointor are not ascertainable from the instructions of the appointor specified in the Proxy Form (such as in the case where the appointor submits more than one Proxy Form).

  1. In the case of a member whose Shares are entered against his/her name in the Depository Register, the Company may reject any Proxy Form as proxy lodged if such member, being the appointor, is not shown to have Shares entered against his/her name in the Depository Register as seventy-two (72) hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.
  2. A member of the Company who holds his/her shares through a Relevant Intermediary* (including Central Provident Fund ("CPF") or Supplementary Retirement Scheme ("SRS") investors) and who wish to exercise his/her votes by appointing the Chairman of the Meeting as proxy should approach his/her Relevant Intermediary (including his/her CPF Agent Bank or SRS Approved Bank) to submit his/her voting instructions at least seven (7) working days prior to the date of the AGM.
    • Relevant Intermediary means:
  1. a banking corporation licensed under the Banking Act, Chapter 19 or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or
  2. a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act, Chapter 289 and who holds shares in that capacity; or
  3. the Central Provident Fund Board established by the Central Provident Fund Act, Chapter 36, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

Personal Data Privacy:

By (a) submitting the Proxy Form appointing the Chairman of the AGM as proxy to attend, speak and vote at the AGM of the Company and/or any adjournment thereof, or (b) submitting details for the registration to observe the proceedings of the AGM via "live" webcast or "live" audio feed, or (c) submitting question in advance in relation to any resolution set out in the Notice of AGM, 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 following purposes:

  1. processing and administration by the Company (or its agents or service providers) of Proxy Forms appointing the Chairman of the AGM as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes (including questions and answers) and other documents relating to the AGM (including any adjournment thereof);
  2. processing of the registration for purpose of granting access to members (or their corporate representatives in the case of members which are legal entities) to observe and/or listen the proceedings of the AGM via "live" webcast or "live" audio feed and providing them with any technical assistance where necessary;
  3. addressing all substantial and relevant questions received from members relating to the resolutions set out in the Notice of AGM to be tabled for approval at the AGM prior to the AGM and if necessary, following up with the relevant members in relation to such questions; and
  4. enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/ or guidelines by the relevant authorities.

Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member may be recorded by the Company for such purposes.

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SingHaiyi Group Ltd. published this content on 12 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 July 2021 11:01:04 UTC.