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GCCP RESOURCES LIMITED — AGM Information 2025
Apr 14, 2025
67402_rns_2025-04-14_e3fad911-b09d-42fb-9f4b-443ff3523098.pdf
AGM Information
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GCCP RESOURCES LIMITED
(the “ Company ”) (Company Registration No.: OI-282405) (Incorporated in Cayman Islands)
MINUTES OF ANNUAL GENERAL MEETING
PLACE : Temasek Club, 131 Rifle Range Road, Level 3, Brani Room, Singapore 588406 DATE : Wednesday, 30 April 2025 TIME : 2.00 p.m. PRESENT : As per attendance record maintained by the Company. IN ATTENDANCE : As per attendance record maintained by the Company. CHAIRMAN OF THE MEETING : Mr Loo Wooi Hong
QUORUM
Mr Loo Wooi Hong, the Executive Director and Chief Executive Officer of the Company, welcomed the shareholders to the annual general meeting of the Company (“ AGM ” or “ Meeting ”).
The Independent Non-Executive Chairman of the Company, Datuk Lim Thean Shiang, extended his apologies for not being able to attend the Meeting due to his personal commitment. In his absence, Mr Loo Wooi Hong was appointed as the Chairman of the Meeting.
Mr Pay Cher Wee, the Lead Independent Director, and Mr Yang Zheng, the Independent Non-Executive Director, also apologised for not being able to attend the Meeting due to their overseas trip.
After ascertaining that a quorum was present. Mr Loo Wooi Hong called the Meeting to order at 2.00 p.m. Thereafter, he introduced the Management staff and the Company Secretary present at the Meeting,
NOTICE
The Annual Report, together with the notice convening the Meeting (“ Notice of AGM ”) was circulated to the shareholders of the Company within the statutory period and published on the SGX website and the Company’s website. The Notice of AGM was taken as read.
Mr Loo Wooi Hong informed the Meeting that:
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a) All pertinent information relating to the proposed resolutions was set out in the Notice of AGM dated 15 April 2025.
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b) Proxy forms lodged at the office of the Company’s Singapore Share Transfer Agent or submitted electronically had been checked and found to be in order.
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c) In his capacity as the Chairman of the Meeting, he demanded all the proposed resolutions set out in the Notice of AGM be voted by way of poll. This was in accordance with Article 65 of the Articles of Association of the Company and also complied with the requirement of the Listing Manual Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited (“ Catalist Rules ”) for all listed companies to conduct voting by poll for all general meetings.
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GCCP RESOURCES LIMITED
(Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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d) In his capacity as the Chairman of the Meeting, he had been appointed as a proxy by a number of shareholders to vote on their behalf. Accordingly, he will vote in accordance with the wishes of the shareholders who had appointed him as proxy.
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e) The poll voting slips for the proposed resolutions had been distributed to all shareholders and proxies who are eligible to vote on the proposed resolutions, at the time of registration, for completion and signature. The formalities for the conduct of the poll shall proceed after completing the business of the Meeting.
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f) For the conduct of the poll, Boardroom Corporate & Advisory Services Pte. Ltd. had been appointed as the polling agent (the “ Polling Agent ”) and Reliance 3P Advisory Pte. Ltd. had been appointed as the scrutineer (the “ Scrutineer ”).
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g) No questions were received from the shareholders in relation to the proposed resolutions in advance of the AGM.
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h) During the course of the Meeting, shareholders may raise any questions relating to the proposed resolutions.
MEETING PROCEEDINGS
ORDINARY BUSINESS:
1. DIRECTORS’ STATEMENT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 - RESOLUTION 1
The first item of the agenda is to receive and adopt the Directors’ Statements and the Audited Financial Statements for the financial year ended 31 December 2024 together with the Auditors’ Report thereon.
The Chairman of the Meeting proposed “That the Directors’ Statement and the Audited Financial Statements of the Company for the financial year ended 31 December 2024 together with the Auditors’ Report thereon be received and adopted.”
Mr Loo Wooi Hong invited shareholders to put forth their questions in respect of the Audited Financial Statements and the Directors’ Statement. He also requested the shareholders to limit their questions to a reasonable number and length of questions and to matters that were relevant to the agenda for the AGM.
There being no questions raised by the shareholders, Mr Loo Wooi Hong proceeded to the next item on the agenda.
2. RE-ELECTION OF MR PAY CHER WEE AS A DIRECTOR - RESOLUTION 2
Resolution 2 dealt with the re-election of Mr Pay Cher Wee as a Director of the Company.
The Meeting was informed that Mr Pay Cher Wee, who was retiring pursuant to Article 86(1) of the Articles of Association of the Company, had signified his consent to continue in office.
It was noted that upon re-election as a Director of the Company, Mr Pay Cher Wee will remain as the Chairman of the Audit Committee and a member Nominating Committee and Remuneration Committee, and will be considered independent.
GCCP RESOURCES LIMITED (Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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The Chairman of the Meeting proposed “That Mr Pay Cher Wee be and is hereby re-elected as a Director of the Company.”
3. RE-ELECTION OF LOO WOOI HONG AS A DIRECTOR - RESOLUTION 3
As Resolution 3 involved the re-election of the Chairman of the Meeting, Mr Loo Wooi Hong as a Director of the Company, he proposed that Mr Cho Form Po (“ Mr Kevin Cho ”), the Company Secretary, to assist with the conduct of the Meeting.
The Meeting was informed that Mr Loo Wooi Hong, who was retiring pursuant to Article 86(1) of the Articles of Association of the Company, had signified his consent to continue in office.
It was noted that upon re-election as a Director of the Company, Mr Loo Wooi Hong will remain as the Executive Director and Chief Executive Officer of the Company.
Mr Kevin Cho invited a shareholder to propose the motion “That Mr Loo Wooi Hong be and is hereby re-elected as a Director of the Company. Mr Wong Chun Keh, a proxy holder, proposed the motion.
Thereafter, Mr Kevin Cho handed back the Meeting to Mr Loo Wooi Hong.
4. DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025, PAYABLE QUATERLY IN ARREARS - RESOLUTION 4
The Board had recommended the payment of Directors’ fees of S$120,000 (equivalent to MYR420,000) for the financial year ending 31 December 2025, payable quarterly in arrears.
The Chairman of the Meeting proposed, “That the payment of Directors’ fees of S$120,000 for the financial year ending 31 December 2025, payable quarterly in arrears, be and is hereby approved.”
5. RE-APPOINTMENT OF AUDITORS - RESOLUTION 5
Resolution 5 is to re-appoint Messrs Baker Tilly TFW LLP as the auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration.
The retiring auditors, Messrs Baker Tilly TFW LLP, had expressed their willingness to continue in office.
The Chairman of the Meeting proposed “That Messrs Baker Tilly TFW LLP be re-appointed as the Auditors of the Company until the conclusion of the next Annual General Meeting and the Directors of the Company be authorised to fix their remuneration.”
6. ANY OTHER BUSINESS
As no notice of any other ordinary business had been received by the Company Secretary, the Chairman of the Meeting proceeded to deal with the special business of the Meeting.
GCCP RESOURCES LIMITED (Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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SPECIAL BUSINESS:
7. AUTHORITY TO ISSUE SHARES - RESOLUTION 6
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The Meeting was informed of the following:
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(a) Resolution 6 is to authorise the Directors to allot and issue shares pursuant to Rule 806 of the Catalist Rules.
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(b) Resolution 6, if passed, will empower the Directors from the date of this Meeting until the date of the next AGM to issue shares and convertible securities in the Company. The maximum number of shares which the Company may issue under Resolution 6 shall not exceed the quantum set out in the resolution.
The following Resolution 6 was proposed by the Chairman of the Meeting:
“That pursuant to Rule 806 of the Singapore Exchange Securities Trading Limited (the “ SGXST ”) Listing Manual Section B: Rules of Catalist (“ Catalist Rules ”), the Directors of the Company be authorised and empowered to:
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(a) (i) allot and issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
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(ii) 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
- (b) (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 (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) to be issued pursuant to this Resolution shall not exceed one hundred per centum (100%) of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with subparagraph (2) below), of which the aggregate number of shares (including Shares to be issued in pursuant of the Instruments made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to shareholders of the Company shall not exceed fifty per centum (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);
GCCP RESOURCES LIMITED (Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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(2) (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) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
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(a) new Shares arising from the conversion or exercise of any convertible securities;
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(b) 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 share options or share awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
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(c) any subsequent bonus issue, consolidation or subdivision of shares;
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(3) 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 Cayman Companies Act and the Articles of Association, for the time being, of the Company; and
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(4) 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 (“ 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.”
POLL PROCEEDINGS
The Chairman of the Meeting put the proposed resolutions to vote by way of poll.
The representative of the Scrutineer, Ms Lu Xin Xuan, briefed the Meeting on the polling procedure. After an interval of approximately 5 minutes, the representatives from the Polling Agent, collected the duly completed poll voting slips for counting and verification.
The Meeting was adjourned at 2.11 p.m. for the Polling Agent to do the counting and the Scrutineer to do the verification.
The Meeting resumed at 2.21 p.m. with the requisite quorum. The representative of the Scrutineer handed over the poll results to the Chairman of the Meeting. The Chairman of the Meeting then read out the poll results in respect of the votes cast on the resolutions put to vote at the AGM, the details of which are set out below:
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GCCP RESOURCES LIMITED
(Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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For Against
Total As a As a
number of percentage percentage
Resolution shares of total of total
number and details represented by votes for and against Number of shares and against number of votes for Number of shares and against number of votes for
the relevant the the
resolution resolution resolution
(%) (%)
Ordinary Business
Resolution 1:
To receive and 538,252,476 538,252,476 100.00 0 0.00
adopt the Directors’
Statement and
Audited Financial
Statements for the
financial year
ended 31
December 2024
together with the
Independent
Auditors’ Report
thereon
Resolution 2:
Re-election of Mr 538,252,476 538,252,476 100.00 0 0.00
Pay Cher Wee as a
Director of the
Company
Resolution 3:
Re-election of Mr 538,252,476 538,252,476 100.00 0 0.00
Loo Wooi Hong as a
Director of the
Company
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GCCP RESOURCES LIMITED
(Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
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For Against
Total As a As a
number of percentage percentage
Resolution shares of total of total
and detailsnumber represented by votes for and against Number of shares and against number of votes for Number of shares and against number of votes for
the relevant the the
resolution resolution resolution
(%) (%)
Resolution 4:
Approval of 538,252,476 538,252,476 100.00 0 0.00
Directors’ fees
amounting to
S$120,000/- for the
financial year
ending 31
December 2025,
payable quarterly in
arrears
Resolution 5:
Re-appointment of 538,252,476 538,252,476 100.00 0 0.00
Messrs Baker Tilly
TFW LLP as the
Auditors of the
Company
Special Business
Resolution 6:
Authority to issue 538,252,476 538,252,476 100.00 0 0.00
shares
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Based on the above poll results, the Chairman of the Meeting declared that all the resolutions as set out in the Notice of AGM were duly carried.
CONCLUSION
There being no other business to transact, the Chairman of the Meeting declared the AGM of the Company closed at 2.22 p.m. and thanked everyone for joining the AGM.
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GCCP RESOURCES LIMITED (Company Registration No.: OI-282405) Minutes of Annual General Meeting held on 30 April 2025
CONFIRMED AS TRUE RECORD OF PROCEEDINGS HELD
LOO WOOI HONG CHAIRMAN OF THE MEETING