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GCCP RESOURCES LIMITED — AGM Information 2025
Apr 14, 2025
67402_rns_2025-04-14_bdb137a5-b3b3-4497-a24a-1d47e2733c1a.pdf
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING
AGM Meeting Company Club, 131 Rifle Range Road, Level 3, Brani Room, Singapore 588406 on Wednesday, 30 April 2025 at 2.00 p.m. to transact the following business:
AS ORDINARY BUSINESS
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Statements of the Company for the financial year ended 31 December 2024
- (Resolution 1)
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To re-elect of the following Directors of the Company retiring pursuant to Article 86(1) of the Articles of Association of the Company:
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Mr Pay Cher Wee ( Resolution 2) Mr Loo Wooi Hong ( Resolution 3)
The profile of the abovementioned Directors can be found under the sections Proposed for ReAnnual Report 2024.
[ Please refer to Explanatory Note (i) ]
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(equivalent to MYR420,000) for the financial year ending 31 December 2025, payable quarterly in arrears. (2024: S$120,000, equivalent to MYR420,000 ) (Resolution 4)
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To re-appoint Messrs Baker Tilly TFW LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.
(Resolution 5)
- To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
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AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
- Authority to issue shares
That pursuant to Rule 806 of the Singapore Exchange Security Trading Limited SGX-ST Catalist Rules ), the Directors of the Company be authorised and empowered to:
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(a) (i) 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
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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:
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(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 sub-paragraph (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);
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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
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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 AGM
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by which the next AGM of the Company is required by law to be held, whichever is earlier.
[ Please refer to Explanatory Note (ii) ]
(Resolution 6)
By Order of the Board
Kevin Cho
Company Secretary
Singapore, 15 April 2025
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Explanatory Notes:
- (i) Mr Pay Cher Wee will, upon re-election as a Director of the Company, remain as the Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee. He will be considered independent for the purposes of Rule 704(7) of the Catalist Rules. There are no relationships (including family relationships) between Mr Pay Cher Wee and the other Directors, the Company and its substantial shareholders.
Mr Loo Wooi Hong will, upon re-election as a Director of the Company, remain as the Executive Director and Chief Executive Officer of the Company. He is a controlling shareholder of the Company. There are no relationships (including family relationships) between Mr Loo Wooi Hong and the other Directors, the Company and its substantial shareholders.
- (ii) The Ordinary Resolution 6 in item 6 above, if passed, will empower the Directors of the Company, effective 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 or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and 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, one hundred per centum (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to fifty per centum (50%) may be issued other than on a pro-rata basis to shareholders.
For determining the aggregate number of Shares that may be issued, the percentage 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 is passed and any subsequent bonus issue, consolidation or subdivision of shares.
Notes:
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(1) The AGM of the Company will be held in a wholly physical format, at Temasek Club, 131 Rifle Range Road, Level 3, Brani Room, Singapore 588406 on Wednesday, 30 April 2025 at 2.00 p.m. There will be no option for shareholders to participate virtually.
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(2) The Notice of AGM, the Proxy Form and the Annual Report for the financial Annual Report 2024
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website at the URL https://www.gccpresources.com and on the SGX website at the URL https://www.sgx.com/securities/company-announcements.
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(3) Members (including Supplementary Retirement S SRS SRS Investors
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(a) attending the AGM in person;
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(b) raising questions at the AGM or submitting questions in advance of the AGM; and/or
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(c) voting at the AGM (i) by themselves personally; or (ii) through their duly appointed proxy(ies).
SRS Investors will not be able to appoint third party proxy(ies) (i.e. persons other than the Chairman of the Meeting) to attend, to speak and/or to vote at the AGM on their behalf. They may:
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(a) attend, speak and vote at the AGM if they are appointed as proxies by their SRS Operators. SRS Investors who wish to attend, speak and to vote at the AGM should approach their SRS Operators and request to be appointed as proxies for the AGM; or
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(b) appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM. They should approach their SRS Operators to submit their votes by 5.00 p.m. on 17 April 2025, being seven (7) working days prior to the date of the AGM.
Members are advised to bring along their NRIC/passport to enable the Company to verify their identity.
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(4) A Member of the Company (other than The Central Depository (Pte) Limited CDP , speak and vote at the AGM and who is holder of
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two or more shares shall be entitled to appoint not more than two (2) proxies to attend, speak and vote in his/her stead by completing and signing the Member Proxy Form. A proxy need not be a member of the Company.
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(5) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or, if such appointer is a corporation under its common seal or under the hand of an officer, attorney or other person duly authorised in the behalf.
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(6) An individual Depositor whose name is shown in the records of the CDP as at a time not earlier than fortyshall not be required to lodge any proxy form. A Depositor may appoint a nominee(s) to attend, speak and vote in his stead by completing and signing the Depositor Proxy Form. Where a Depositor(s) is a corporation and wishes to be represented at the AGM, it must nominate an appointee(s) to attend, speak and vote as a proxy for CDP at the AGM in respect of the number of the Depositor(s) Shares.
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(7) In the case where an instrument of proxy appoints more than one proxy (including the case when a Depositor Proxy Form is used), the proportion of the shareholding concerned (expressed of as a percentage of the whole) to be represented by each proxy shall be specified in the Instrument of proxy and if
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no percentage is specified, the first named proxy shall be treated as representing 100 per cent of the shareholding and the second named proxy shall be deemed to be an alternate to the first named.
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(8) The Member Proxy Form and the Depositor Proxy Form must be submitted to the Company in the following manner:
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(a) Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
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(b) if submitted electronically, be submitted via email to the Company at [email protected],
in either case no later than 2.00 p.m. on 28 April 2025 (being not less than fortyeight (48) hours before the time appointed for holding the AGM).
A member who wishes to submit Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.
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(9) Members can submit questions relating to the business of the AGM in advance of the AGM in the following manner by 5.00 p.m. on 23 April 2025:
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(a) Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
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(b) if submitted electronically, be submitted via email to the Company at [email protected].
The Company will endeavour to address all substantial and relevant questions submitted prior to the AGM by publishing the responses to such questions on https://www.gccpresources.com and the SGX website at the URL https://www.sgx.com/securities/companyannouncements by 25 April 2025 after trading hours.
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(10) For questions addressed during the AGM, the responses to such questions will be included in the minutes of the AGM which will be published on the https://www.gccpresources.com and
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SGX website at the URL https://www.sgx.com/securities/companyannouncements within one month after the AGM.
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Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company:
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(i) consents to the collection, use and disclosure of the memb by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, t Purposes
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(ii) proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; and
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(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims breach of warranty.
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