TEHO INTERNATIONAL INC LTD.

(the "Company")

Registration Number 200811433K

(Incorporated in the Republic of Singapore)

MINUTES OF ANNUAL GENERAL MEETING

PLACE

: The Annual General Meeting of the Company was held by way of electronic

means.

DATE

:

Wednesday, 27 October 2021

TIME

:

3.00 p.m.

  1. CHAIRMAN
    Mr Lim See Hoe (the "Chairman") took the chair of the Annual General Meeting (the "Meeting" or "AGM") and thanked members for taking their time to watch the proceedings of the Meeting.
    To minimise physical interactions and COVID-19 transmission risks, the Meeting was conducted via "live" webcast.
    The Chairman introduced the following attendees present at the Meeting via webcast, namely:
    1. Ms Lim Siew Cheng (Executive Director and Chief Operating Officer);
    2. Mr Kwah Thiam Hock (Lead Independent Director and Chairman of the Audit Committee);
    3. Ms Joanne Khoo Su Nee (Independent Director and Chairman of the Remuneration Committee);
    4. Mr Chua Kim Leng (Independent Director and Chairman of the Nominating Committee);
    5. Mr Phua Sian Chin (Chief Financial Officer and Company Secretary);
    6. Mr Phua Cheng Boon (Financial Controller); and
    7. KPMG LLP (External Auditor).
  2. QUORUM
    Having ascertained that a quorum was present, the Chairman called the Meeting to order at 3.00 p.m..
  3. NOTICE
    The notice of Meeting dated 5 October 2021, having been previously made available to the members on the SGXNET and the Company's website, was taken as read.
    The Chairman informed the Meeting that in accordance with Rule 730A(2) of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (the "SGX- ST") (the "Catalist Rules"), all motions tabled at the Meeting would be voted on by way of a poll, pursuant to Regulation 80 of the Company's Constitution. All the proposed resolutions would require a simple majority of votes for them to be carried.
    The Company had appointed In.Corp Corporate Services Pte. Ltd. as polling agent and Agile 8 Advisory Pte. Ltd. as scrutineer for the poll.
    The Chairman further informed the Meeting that he had been appointed as proxy by certain members to vote on their behalf in his capacity as Chairman of the Meeting and had voted according to such members' instructions. The votes had been counted and verified by the polling agent and scrutineer, and the results of each resolution would be announced after the respective resolution is read, proposed and seconded.

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TEHO International Inc Ltd.

Minutes of Annual General Meeting

4.

QUESTIONS FROM MEMBERS

The Chairman informed that the Company had responded to the questions from shareholders

relating to the Annual Report 2021 via an announcement published on the SGXNET and the

Company's website on 26 October 2021.

5.

RESOLUTION 1: AUDITED FINANCIAL STATEMENTS

The Chairman presented the first item on the notice which was to receive and adopt the

Directors' Statement and Audited Financial Statements for the financial year ended 30 June

2021 together with the Independent Auditor's Report thereon.

The Chairman proposed the following motion to the Meeting:

"That the Directors' Statement and Audited Financial Statements for the financial year ended

30 June 2021 together with the Independent Auditor's Report thereon be received and adopted."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 1

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 1 carried.

6.

RESOLUTION 2: DIRECTORS' FEES

The Board recommended the payment of Directors' fees of $180,000 for the financial year

ending 30 June 2022.

The Chairman proposed the following motion to the Meeting:

"That the payment of Directors' fees of $180,000 for the financial year ending 30 June 2022, to

be paid quarterly in arrears, be approved."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 2

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 2 carried.

7.

RESOLUTION 3: RE-ELECTION OF MS LIM SIEW CHENG AS DIRECTOR

The next item on the notice was to seek members' approval for the re-election of Ms Lim Siew

Cheng, the Director retiring pursuant to Regulation 107 of the Company's Constitution. Ms Lim Siew Cheng had indicated her consent to act in the office.

The Chairman proposed the following motion to the Meeting:

"That Ms Lim Siew Cheng be re-elected as a Director of the Company."

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TEHO International Inc Ltd.

Minutes of Annual General Meeting

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 3

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 3 carried.

8. RESOLUTION 4: RE-ELECTION OF MR KWAH THIAM HOCK AS DIRECTOR

The next item on the notice was to seek members' approval for the re-election of Mr Kwah Thiam Hock, the Director retiring pursuant to Regulation 107 of the Company's Constitution. Mr Kwah Thiam Hock had indicated his consent to act in the office.

The Chairman proposed the following motion to the Meeting:

"That Mr Kwah Thiam Hock be re-elected as a Director of the Company." The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 4

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 4 carried.

9.

RESOLUTION 5: RE-ELECTION OF MR CHUA KIM LENG AS DIRECTOR

The next item on the notice was to seek members' approval for the re-election of Mr Chua Kim

Leng, the Director retiring pursuant to Regulation 117 of the Company's Constitution. Mr Chua

Kim Leng had indicated his consent to act in the office.

The Chairman proposed the following motion to the Meeting:

"That Mr Chua Kim Leng be re-elected as a Director of the Company."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 5

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 5 carried.

10.

RESOLUTION 6: RE-APPOINTMENT OF AUDITOR

The Chairman proceeded to the next item on the notice, which was to re-appoint KPMG LLP

as the Company's auditor and to authorise the Directors to fix its remuneration. KPMG LLP had expressed its willingness to continue in office.

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TEHO International Inc Ltd.

Minutes of Annual General Meeting

The Chairman proposed the following motion to the Meeting:

"That KPMG LLP be re-appointed as auditor of the Company and the Directors be authorised to fix its remuneration."

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 6

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 6 carried.

11. RESOLUTION 7: AUTHORITY TO ALLOT AND ISSUE NEW SHARES AND CONVERTIBLE SECURITIES

As there were no further items of ordinary business arising, the Chairman proceeded to deal with the items of special business.

Item 7 on the notice was to seek members' approval by ordinary resolution to authorise and empower the Directors to allot and issue new shares and convertible securities pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the "Companies Act") and Rule 806 of the Catalist Rules. The proposed ordinary resolution 7 stated in the notice of Meeting was taken as read.

The Chairman proposed the following motion to the Meeting:

"That pursuant to Section 161 of the Companies Act and Rule 806 of the Catalist Rules, the Directors be authorised and empowered to:

  1. (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 may at 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 Instruments made or granted pursuant to this Resolution) to be issued pursuant to this Resolution does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub- paragraph (2) below), of which the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to existing members of the Company does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);

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TEHO International Inc Ltd.

Minutes of Annual General Meeting

  1. (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) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:
    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 Part VIII of Chapter 8 of the Catalist Rules; and
    3. any subsequent bonus issue, consolidation or subdivision of Shares;

Adjustments in accordance with sub-paragraphs (2)(a) and (2)(b) 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 passing of this Resolution;

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

The motion was duly seconded by a member.

The Chairman announced the poll results as follows:

NO. OF SHARES

% FOR

NO. OF SHARES

% AGAINST

FOR

AGAINST

Resolution 7

178,934,690

100%

0

0%

Based on the results, the Chairman declared Ordinary Resolution 7 carried.

12. RESOLUTION 8: RENEWAL OF SHARE BUY-BACK MANDATE

The next item on the notice was to seek members' approval for the renewal of the Share Buyback Mandate (as defined below) by ordinary resolution. The proposed Ordinary Resolution 8 stated in the notice of Meeting was taken as read.

The Chairman proposed the following motion to the Meeting:

"That:

  1. for the purposes of Sections 76C and 76E of the Companies Act, the Directors be authorised to exercise all the powers of the Company to purchase or otherwise acquire from time to time Shares (whether by way of market purchases or off-market purchases on an equal access scheme) of up to a maximum of 10% of the issued ordinary share capital of the Company (excluding treasury shares and subsidiary holdings) as at the date of the passing of this Ordinary Resolution at any price which the Directors may

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Teho International Inc Ltd. published this content on 17 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2021 02:16:00 UTC.