TUNG LOK RESTAURANTS (2000) LTD

(Incorporated in Singapore)

(Registration No. 200005703N)

MINUTES OF THE 21ST ANNUAL GENERAL MEETING HELD BY WAY OF ELECTRONIC MEANS ON FRIDAY, 30 JULY 2021, AT 10.00 A.M.

The Annual General Meeting of the Company (the "AGM" or the "Meeting") was held by way of electronic means on Friday, 30 July 2021 at 10:00 a.m. (Singapore time).

PRESENT

As set out in the webcast attendance records maintained by the Company.

IN ATTENDANCE

As set out in the webcast attendance records maintained by the Company.

INTRODUCTION

Dr Foo Say Mui (Bill), the Independent and Non-Executive Chairman, ("Chairman" or "Dr Foo") welcomed the Shareholders to the 21st Annual General Meeting (the "AGM" or "Meeting") of the Company and introduced his fellow board members, Independent Auditor, Company Secretary, Sponsor and Investor Relation firm to the Shareholders.

SPECIAL NOTE ON CONDUCT OF THE MEETING

In adhering to the various advisories and guidance issued by the authorities amid the COVID-19 pandemic, the AGM was conducted by way of electronic means and members of the Company will not be allowed to attend the AGM in person. Shareholders who pre-registered with the Company attended the Meeting through a live webcast.

QUORUM

There being a quorum present, the Chairman declared the AGM open.

NOTICE

The Annual Report, Notice of AGM dated 14 July 2021 (the "Notice") and its Appendix had been uploaded onto SGXNET and the Company's website for the requisite statutory period. The Notice was taken as read.

VOTING BY WAY OF POLL

The Chairman informed the shareholders that all resolutions tabled at the general meeting would be voted by way of a poll pursuant to Regulation 61(A) of the Company's Constitution and that all resolutions tabled at this general meeting would be voted by proxy and only the Chairman of the Meeting may be appointed as proxy. As such, all resolutions in this Meeting will be deemed proposed and seconded.

To facilitate the voting process, the Chairman further informed the Shareholders that Complete Corporate Services Pte Ltd and Moore Stephens LLP have been appointed as the Polling Agent

1

and Scrutineer respectively. The Scrutineer had checked the validity of the proxy forms received and prepared a report on the poll results which would be announced after each motion has been formally proposed at the Meeting.

APPOINTMENT OF CHAIRMAN AS PROXY

The Chairman informed all present that in his capacity as Chairman of the Meeting, he had been appointed as proxy by certain Shareholders who had directed him to vote on their behalf and he would vote in accordance with the directions of the Shareholders concerned.

The validity of the proxies submitted by the Shareholders by 10 a.m. (Singapore time) on Tuesday, 27 July 2021, being not less than seventy-two (72) hours before the time appointed for holding the Meeting had been reviewed and the votes of all such valid proxies had been verified.

QUESTIONS AND ANSWERS

As the Shareholders are not able to ask questions during this webcast, the Shareholders have been given the opportunity to submit questions by 10 a.m. (Singapore time) on Friday, 23 July 2021. The Chairman informed that the Company had received questions from Shareholders relating to the resolutions set out in the Notice, and the responses were announced by the Company on SGXNet and the Company's website on Thursday, 29 July 2021.

The Chairman of the Meeting then proceeded with the business of the Meeting.

ORDINARY BUSINESS

  1. TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 AND THE STATEMENT OF THE DIRECTORS AND REPORT OF THE AUDITOR
    The Meeting proceeded 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.
    The motion was put to vote by way of a poll.
    There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:
    "That the Directors' Statement and the Audited Financial Statements for the financial year ended 31 March 2021 together with the Independent Auditor's Report be received and adopted."
  2. TO APPROVE DIRECTORS' FEES OF S$275,000 FOR THE FINANCIAL YEAR ENDING 31 MARCH 2022 TO BE PAID QUARTERLY IN ARREARS
    The Chairman informed the Shareholders that approval was being sought for the payment of S$275,000 as Directors' Fees to be paid quarterly in arrears for the financial year ending 31 March 2022.
    The motion was put to vote by way of a poll.
    There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

2

"That the Directors' Fees of S$275,000 for the financial year ending 31 March 2022 to be paid quarterly in arrears be and are hereby approved."

3. RE-ELECTIONOF DIRECTORS

3(a) TO RE-ELECTMR TJIOE KA MEN WHO IS RETIRING AS A DIRECTOR OF THE COMPANY PURSUANT TO RULE 720(4) OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED LISTING MANUAL - SECTION B: RULES OF CATALIST ("Catalist Rules")

The Chairman informed the Shareholders that:

  1. Mr Tjioe was due for retirement pursuant to Rule 720(4) of the Catalist Rules and that he was eligible and offered himself for re-election.
  2. Upon re-appointment, Mr Tjioe will remain as President/Chief Executive Officer ("President/CEO") and a member of the Nominating Committee and the Executive Committee.

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

There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That Mr Tjioe Ka Men, retiring pursuant to Rule 720(4) of the Catalist Rules and being eligible for re-election, be and is hereby re-elected as a Director of the Company."

3(b) TO RE-ELECTMDM NG SIOK KEOW WHO IS RETIRING AS A DIRECTOR OF THE COMPANY PURSUANT TO REGULATION 91 OF THE COMPANY'S CONSTITUTION

The Chairman informed the Shareholders that:

  1. Mdm Ng Siok Keow was due for retirement pursuant to Regulation 91 of the Company's Constitution and that she was eligible and offered herself for re- election.
  2. Upon re-appointment, Mdm Ng Siok Keow will remain as a member of the Executive Committee.

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

There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That Mdm Ng Siok Keow, retiring pursuant to Regulation 91 of the Company's Constitution and being eligible for re-election, be and is hereby re-elected as a Director of the Company."

3(c) TO RE-ELECTDR TAN ENG LIANG WHO IS RETIRING AS A DIRECTOR OF THE COMPANY PURSUANT TO REGULATION 91 OF THE COMPANY'S CONSTITUTION

The Chairman informed the Shareholders that:

3

  1. Dr Tan Eng Liang ("Dr Tan") was due for retirement pursuant to Regulation 91 of the Company's Constitution and that he was eligible and offered himself for re- election.
  2. Upon re-appointment and subject to the passing of Resolutions 4(a) and 4(b), Dr Tan will be considered independent for the purpose of Rule 704(7) of the Catalist Rules and he will remain as Lead Independent Director, Chairman of the Audit and Risk Committee and a member of the Nominating Committee, Remuneration Committee and Executive Committee.

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

There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That Dr Tan Eng Liang, retiring pursuant to Regulation 91 of the Company's Constitution and being eligible for re-election, be and is hereby re-elected as a Director of the Company."

At this juncture, the Meeting was informed that Ordinary Resolutions 4(a), 4(b), 5(a) and 5(b) were to consider the continued appointment of 2 Directors as Independent Directors pursuant to Rule 406(3)(d)(iii) of the Catalist Rules which would come into effect on 1 January 2022. These resolutions would be voted through a Two-Tier Voting process, of which Tier-1 was to be voted by all shareholders; and Tier-2 was to be voted by all shareholders excluding shareholders who were the directors or CEO of the Company, and their associates.

4. CONTINUED APPOINTMENT OF DR TAN AS INDEPENDENT DIRECTOR

4(a) APPROVAL OF DR TAN'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS

The Chairman informed the Shareholders that subject to the passing of Resolution 4(b), Resolution 4(a) is to approve the continued appointment of Dr Tan as an Independent Director, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules and such Resolution shall remain in force until the earlier of the following: (i) Dr Tan's retirement or resignation; or (ii) the conclusion of the third AGM following the passing of this Resolution.

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

There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That, subject to the passing of Resolution 4(b), the continued appointment of Dr Tan as an Independent Director of the Company be and is hereby approved by Shareholders."

4(b) APPROVAL OF DR TAN'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE COMPANY, AND THE RESPECTIVE ASSOCIATES OF SUCH DIRECTORS AND PRESIDENT/CEO)

The Chairman informed the Shareholders that further to the passing of Resolutions 3(c) and 4(a) above, Resolution 4(b) is to approve the continued appointment of Dr Tan as an Independent Director, for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules and such Resolution shall remain in force until the earlier of the following: (i) Dr Tan's

4

retirement or resignation; or (ii) the conclusion of the third AGM following the passing of this Resolution.

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

There were 2,343,800 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That the continued appointment of Dr Tan as an Independent Director of the Company be and is hereby approved by Shareholders (excluding the Directors and the President/Chief Executive Officer of the Company, and the respective associates of such Directors and President/CEO)."

5. CONTINUED APPOINTMENT OF DR KER SIN TZE AS INDEPENDENT DIRECTOR

5(a) APPROVAL OF DR KER SIN TZE'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS

The Chairman informed the Shareholders that subject to the passing of Resolution 5(b), Resolution 5(a) is to approve the continued appointment of Dr Ker Sin Tze ("Dr Ker") as an Independent Director, for purposes of Rule 406(3)(d)(iii)(A) of the Catalist Rules and such Resolution shall remain in force until the earlier of the following: (i) Dr Ker's retirement or resignation; or (ii) the conclusion of the third AGM following the passing of this Resolution.

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

There were 164,323,820 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That, subject to the passing of Resolution 5(b), the continued appointment of Dr Ker as an Independent Director of the Company be and is hereby approved by Shareholders."

5(b) APPROVAL OF DR KER'S CONTINUED APPOINTMENT AS AN INDEPENDENT DIRECTOR BY SHAREHOLDERS (EXCLUDING THE DIRECTORS AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE COMPANY, AND THE RESPECTIVE ASSOCIATES OF SUCH DIRECTORS AND PRESIDENT/CEO)

The Chairman informed the Shareholders that further to the passing of Resolution 5(a) above, Resolution 5(b) is to approve the continued appointment of Dr Ker as an Independent Director, for purposes of Rule 406(3)(d)(iii)(B) of the Catalist Rules and such Resolution shall remain in force until the earlier of the following: (i) Dr Ker's retirement or resignation; or (ii) the conclusion of the third AGM following the passing of this Resolution.

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

There were 2,343,800 votes for the motion and 0 vote against the motion. Accordingly, the motion was carried and it was resolved:

"That the continued appointment of Dr Ker as an Independent Director of the Company be and is hereby approved by Shareholders (excluding the Directors and the President/Chief Executive Officer of the Company, and the respective associates of such Directors and President/CEO)."

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Tung Lok Restaurants (2000) Ltd. published this content on 04 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2021 09:15:07 UTC.