Hygieia Group Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hygieia Group Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND

RE-ELECTION OF DIRECTORS AND DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Hygieia Group Limited to be held at 6 Tagore Drive, #B1-02, Tagore Building, Singapore 787623 at 10:00 a.m., on Thursday, 1 June 2023 is set out on pages 16 to 19 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

28 April 2023

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I — Explanatory Statement on Buy-back Mandate. . . . . . . . . . . . . . . . . . . . . . . 8
Appendix II — Particulars of Directors for Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “2022 Annual Report”

• the annual report of the Company for the financial year ended 31 December 2022 despatched to the Shareholders on 28 April 2023

• “AGM” or “Annual General the annual general meeting of the Company in respect of the Meeting” financial year ended 31 December 2022 to be held at 6 Tagore Drive, #B1-02, Tagore Building, Singapore 787623 at 10:00 a.m. on Thursday, 1 June 2023 or any adjournment thereof

• “Articles”

• the articles of association of our Company

• “Board”

• the board of Directors

• “Buy-back Mandate” a general and unconditional mandate proposed to be granted to the Directors to repurchase up to 10% of the total number of Shares in issue as at the date of passing the relevant resolution granting such mandate

• “China” or “PRC” the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “close associate(s)” has the meaning ascribed to it under the Listing Rules

• “Companies Act” the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

• “Company” Hygieia Group Limited, a company incorporated in the Cayman Islands with limited liability and whose Shares are listed on the Main Board of the Stock Exchange

• “controlling shareholders” has the meaning ascribed thereto in the Listing Rules and unless the context otherwise requires, refers to the controlling shareholders of our Company, namely TEK Assets Management Limited and Mr. Toh Eng Kui

• “core connected person(s)”

has the meaning ascribed to it under the Listing Rules

• “Director(s)”

• director(s) of the Company

— 1 —

DEFINITIONS

• “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to extend the Issue Mandate by the addition of an amount representing the total number of Shares repurchased by the Company pursuant to the Buy-Back Mandate

• “Group” the Company and its subsidiaries and the consolidated affiliated entities from time to time, or, where the context so requires in respect of the period before the Company became the holding company of our present subsidiaries, the entities which carried on the business of the present Group at the relevant time.

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Issue Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

• “Latest Practicable Date” 21 April 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Date” 3 July 2020, since which the Shares of the Company have been listed on the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice” the notice convening the Annual General Meeting as set out on pages 16 to 19 of this circular

• “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Shares

• “Singapore” the Republic of Singapore

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

— 2 —

DEFINITIONS

“S$”	Singapore dollars, the lawful currency of Singapore
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs as
	approved by the Securities and Futures Commission in Hong
	Kong, as amended or supplemented from time to time
“%”	per cent

— 3 —

LETTER FROM THE BOARD

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Executive Directors: Mr. Toh Eng Kui Mr. Peh Poon Chew Ms. Toh Lek Siew

Independent non-executive Directors: Mr. Koh How Thim Mr. Tan Wu Hao Mr. Wong Yuk

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Unit 1102, 11th Floor, Brill Plaza No. 84 To Kwa Wan Road To Kwa Wan, Kowloon Hong Kong

28 April 2023

To the Shareholders,

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND RE-ELECTION OF DIRECTORS AND DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

The primary purpose of this circular is to provide you with information regarding (i) the proposed grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate, and (ii) the re-election of the retiring Directors and (iii) the declaration of final dividend and to seek your approval of the resolutions to these matters at the Annual General Meeting.

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LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the Annual General Meeting. As at the Latest Practicable Date, a total of 2,000,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 400,000,000 Shares.

BUY-BACK MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to buy back, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the Annual General Meeting. Subject to the passing of the proposed resolution granting the Buy-back Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 200,000,000 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Buy-back Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares bought back under the Buy-back Mandate.

The Buy-back Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting prior to the next annual general meeting of the Company.

Please refer to resolutions numbered 6 to 8 set out in the notice of AGM on pages 16 to 19 of this circular for further details of the proposed Issue Mandate, Buy-back Mandate and Extension Mandate.

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LETTER FROM THE BOARD

THE ANNUAL GENERAL MEETING

The Notice of the Annual General Meeting is set out on pages 16 to 19 of this circular. The 2022 Annual Report incorporating the audited consolidated financial statements of the Group for the year ended 31 December 2022 and the reports of the Directors and the auditors of the Company thereon has been despatched to the Shareholders.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

RE-ELECTION OF DIRECTORS

According to Article 84 of the Articles, at each annual general meeting, one third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.

As such, Mr. Peh Poon Chew and Mr. Koh How Thim will retire. Each of them, being eligible, will offer themselves for re-election. Particulars of each of them are set out in Appendix II of this circular.

DECLARATION OF FINAL DIVIDEND

The Board recommended the declaration and payment of a final dividend of S$0.001 per Share in respect of the year ended 31 December 2022. The final dividend is subject to approval of the Shareholders at the Annual General Meeting. The final dividend, if approved by the Shareholders at the Annual General Meeting, will be payable on 26 June 2023 to Shareholders whose names appear on the register of members of the Company on 8 June 2023. For details on closure of the register of members of the Company for entitlement to the final dividend, please refer to the paragraph headed “Closure of Register of Members” below.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, every resolution put to the vote at the Annual General Meeting will be taken by way of poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Buy-back Mandate and the Extension Mandate, the re-election of Directors named above, and the declaration of a final dividend are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend that the Shareholders vote in favour of all the resolutions proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Monday, 29 May 2023 to Thursday, 1 June 2023, both days inclusive, for the purpose of determining Shareholders’ entitlements to attend and vote at the Annual General Meeting. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Thursday, 25 May 2023.

The transfer books and register of members of the Company will be closed from Wednesday, 7 June 2023 to Thursday, 8 June 2023, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Tuesday, 6 June 2023.

Yours faithfully,

For and on behalf of the Board of Hygieia Group Limited Toh Eng Kui

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Buy-back Mandate.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all buy-back of shares by such company must be approved in advance by an ordinary resolution of Shareholders, either by way of a general buy-back mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 2,000,000,000 Shares in issue. Subject to the passing of the proposed resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 200,000,000 Shares, which represents 10% of the entire issued share capital of the Company as at the date of passing the resolution.

3. REASONS FOR THE BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back the Shares in the market. Share buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.

4. FUNDING OF BUY-BACKS

In buying back the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Companies Act and the Listing Rules.

Taking into account the current working capital position of the Company, the Directors consider that, if the Buy-back Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company. However, the Directors do not intend to make any buy-backs to such an extent as would, in the circumstances, have a material adverse effect on our working capital requirements or the gearing levels which in the opinion of our Directors are from time to time appropriate for us.

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APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

5. SHARE PRICES

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 1 April 2021 and was resumed with effect from 9:00 a.m. on 17 August 2022.

The highest and lowest traded prices (rounded to the nearest cent) for the Shares on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2022
April	N/A	N/A
May	N/A	N/A
June	N/A	N/A
July	N/A	N/A
August	0.109	0.063
September	0.075	0.059
October	0.075	0.052
November	0.064	0.052
December	0.074	0.054
2023
January	0.068	0.060
February	0.069	0.062
March	0.078	0.054
April (Up to the Latest Practicable Date)	0.068	0.062

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC SHAREHOLDING

If upon exercise of the powers of repurchase pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and to the best knowledge and belief of the Directors, Mr. Toh Eng Kui was indirectly interested in an aggregate of approximately 1,500,000,000 Shares, representing approximately 75% of the total issued share capital of the Company.

— 9 —

APPENDIX I EXPLANATORY STATEMENT ON BUY-BACK MANDATE

In the event that the Directors exercise in full the power to buy back Shares pursuant to the Buy-back Mandate, the voting right of Mr. Toh Eng Kui in the Company would increase to approximately 83.3% of the issued share capital of the Company. Such exercise of the Buy-back Mandate in full to Buy-back the Shares will not trigger an obligation on the part Mr. Toh Eng Kui to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the Buy-back Mandate to such an extent as will trigger such obligation under the Takeovers Code.

Furthermore, the Directors will not exercise the Buy-back Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. SHARE BUY-BACK MADE BY THE COMPANY

The Company had not bought back any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months preceding the Latest Practicable Date.

8. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their close associates has any present intention to sell any Shares to the Company if the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make purchases pursuant to the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of Cayman Islands and the regulations set out in the Articles of the Company.

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him to the Company in the event that the Buy-back Mandate is granted.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

The following set out the details of the Directors who retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Article 84(1) of the Articles:

1. Mr. Peh Poon Chew

Mr. Peh Poon Chew, aged 70, was appointed as a director of Eng Leng in August 2002 and a director of Titan in September 2010. He was appointed as a Director on 28 February 2019 and re-designated as an executive Director and chief operating officer of our Group on 31 May 2019. He joined our Group in June 2002 as operations director and is responsible for leading the operations department and providing guidance and management experience in operations management, including contracts start-up and run in and liaising with customers and suppliers. He is also responsible for interviewing and deploying cleaners, attending to complaints/feedback as well as conducting audit checks and controlling area operations. Mr. Peh has close to four decades of experience in the cleaning industry. Between October 1978 and prior to joining Eng Leng in January 2001, Mr. Peh established and/or acted as a director in several cleaning business engaged in a variety of cleaning services including general cleaning, sewage treatment, laundry and dry cleaning. Between July 1980 and May 2002, Mr. Peh worked for A&P Maintenance Service P/L as an operations director. He was responsible for, among others, to handle start-up of contracts, recruitment of cleaners, attend to complaints or meetings, conduct audit checks and reporting monthly to the managing director.

Mr. Peh completed his secondary school education in December 1969 at Macpherson Secondary School in Singapore.

Mr. Peh was previously a director of the following company and sole proprietor and partner of business entities which were struck off or terminated:

Name of company	Place of		Date of	Means of
or business entity	incorporation	Nature of business	dissolution	dissolution
Maxiclean Services	Singapore	Laundry and dry cleaning	3 April 1992	Struck off
Pte. Ltd		services except
		selfoperated laundries
		and real estate
		developers
Well-Done	Singapore	Operation of sewer	25 March 1986	Cancelled
Maintenance		systems (including
Services (Sole		sewer treatment
proprietorship)		facilities) and land
		reclamation works

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Name of company	Place of		Date of	Means of
or business entity	incorporation	Nature of business	dissolution	dissolution
Maxiclean Services	Singapore	Laundry and dry cleaning	7 April 1984	Terminated
(Sole proprietorship)		services except
		selfoperated laundries
		and land reclamation
		works
Hann Anderson	Singapore	Renovation contractors	20 September	Cancelled
Furnishing Centre		and installation of	1986
(Partnership)		industrial machinery
		and equipment,
		mechanical engineering
		works
Hoben Services (Sole	Singapore	Other personal service	23 May 1988	Cancelled
proprietorship)		activities and wholesale
		trade of a variety of
		goods without a
		dominant product
747 Catering Services	Singapore	Food caterers	15 June 2000	Cancelled
(Partnership)
Lift Sun Health Chair	Singapore	Other business support	20 September	Terminated
Centre (Sole		service activities (E.g.	2004
proprietorship)		junkets, administration
		of loyalty programmes)
		and other personal
		service activities

Mr. Peh confirms that the (i) striking off of the above company was voluntary due to cessation of business of the company; (ii) the sole proprietorship and partnerships listed above were solvent at the time they were terminated due to termination of business or were cancelled due to the nonrenewal of its business registration; and (iii) there is no fraudulent act, misfeasance or wrongful act on his part leading to the dissolution of such company and/or business entities and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of such company and/or business entities.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, Mr. Peh had no interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO and Mr. Peh does not have any other relationship with any other Directors, senior management, or other substantial shareholders or controlling shareholders of the Company and its subsidiaries. Mr. Peh held no other directorships in any listed public companies in the last three years.

A service contract has been entered into between the Company and Mr. Peh for a term of three years commencing from the Listing Date, automatically renewable for a term of three years. The service fee payable to Mr. Peh is S$ 180,000 per annum pursuant to the service contract, which was determined by reference to his duties and responsibilities with the Company.

2. Mr. Koh How Thim (高厚琛先生)

Mr. Koh How Thim (高厚琛先生), aged 64, was appointed as an independent non-executive Director on 18 December 2019 and is the chairman of our remuneration committee. From August 2018 to March 2020, Mr. Koh was an independent director of Jasper Investments Limited, a company listed on the Singapore Stock Exchange (stock code: FQ7) (“Jasper”). Jasper is engaged in the provision of transportation services in the North Asian region, specifically catering to the infrastructure industry. Between September 2015 and December 2017, Mr. Koh was a VicePrincipal of Fairfield Methodist School (Secondary), a government autonomous secondary school in Singapore where he was responsible for the operations of the school which include finance, school facilities management, management of vendors/suppliers, procurement, parents school relationship, students’ discipline, safety and security of the school.

From November 2009 to January 2015, Mr. Koh was the executive director (finance) of JEP Holdings Limited (“JEP”), a company listed on the Singapore Stock Exchange (stock code: 1J4). JEP is a leading solution provider of precision machining and engineering services with over 30 years of operating history and a primary focus on the aerospace industry. Mr. Koh was responsible for the management of the finance and accounting operations, risk and control management, and corporate affairs of JEP.

Over the course of his professional career, Mr. Koh has accumulated experience in business functions such as financial management, compliance, treasury services, foreign exchange trading and has extensive business exposure across various industry sectors such as transportation, precision machining and engineering, oil and gas, aerospace, electronics, analytical laboratory instrument manufacturing, and banking. Before to joining JEP, Mr. Koh worked with a number of multinational financial institutions including acting as the head of compliance for Falcon Private Bank Ltd (formerly known as AIG Private Bank Ltd.) from October 2008 to November 2009 and the office manager of Union Bancaire Privee, a Swiss boutique bank.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Mr. Koh obtained the following academic qualifications: (a) Master of Business Administration degree from University of Leicester, U.K. in July 1993; (b) Bachelor of Arts (Accounting/Finance) Degree from Northumbria University, U.K. in April 2007; (c) Post Graduate Diploma in Human Resource Management, University of Luton, U.K. in October 1997; (d) Advanced Diploma in Business Administration, Association of Business Executives, U.K. in June 1990; and (e) Diploma in Business Administration, Association of Business Executives, U.K. in June 1990. He was admitted as a member of the Singapore Institute of Directors since July 2007.

Mr. Koh was previously a sole proprietor of the following sole proprietorships which were terminated:

Name of company	Place of		Date of	Means of
or business entity	incorporation	Nature of business	dissolution	dissolution
Business	Singapore	Management consultancy	28 February	Terminated
Communique		services and wholesale	1994
		trade of a variety of
		goods without a
		dominant product
HIS Management	Singapore	Market research and	16 December	Terminated
		public opinion polling	1997
		and management
		consultancy services
Raffles Corporate	Singapore	Management consultancy	30 January	Terminated
Management		services and wholesale	2004
		of textiles and leather

Mr. Koh confirms that (i) the sole proprietorships listed above were solvent at the time they were terminated due to cessation of business; and (ii) there is no fraudulent act, misfeasance or wrongful act on his part leading to the dissolution of such sole proprietorships and he is not aware of any actual or potential claim that has been or will be made against him as a result of the dissolution of such sole proprietorships.

Save as disclosed above, Mr. Koh has not been a director of any listed company in the three years immediately preceding the Latest Practicable Date.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, Mr. Koh had no interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO and Mr. Koh does not have any other relationship with any other Directors, senior management, or other substantial shareholders or controlling shareholders of the Company and its subsidiaries. Mr. Koh held no other directorships in any listed public companies in the last three years.

A service contract has been entered into between the Company and Mr. Koh for a term of one year commencing from the Listing Date, automatically renewable for a term of one year. The service fee payable to Mr. Koh is S$42,105 per annum pursuant to the service contract, which was determined by reference to his duties and responsibilities with the Company.

3. General

• (i) The emoluments of the executive Directors are determined with reference to the Directors’ duties and responsibilities, the individual director’s overall performance, the Company’s performance, as well as the prevailing market conditions.

• (ii) Save for the information set out in this section, there are no other matters that need to be brought to the attention of the Shareholders of the Company in respect of re-election of the retiring Directors and there is no other information relating to the retiring Directors that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

— 15 —

NOTICE OF ANNUAL GENERAL MEETING

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NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Hygieia Group Limited (the “Company”) will be held at 6 Tagore Drive, #B1-02, Tagore Building, Singapore 787623 at 10:00 a.m. on Thursday, 1 June 2023 to consider and, if thought fit, transact the following business:

ORDINARY RESOLUTIONS

1. To receive and approve the audited consolidated financial statements, the reports of the directors (the “Directors”) and the auditors of the Company for the year ended 31 December 2022.

2. To declare a final dividend of S$0.001 per share of the Company for the year ended 31 December 2022.

3. To re-elect the following Directors:

4. i. Mr. Peh Poon Chew as an executive Director; and

5. ii. Mr. Koh How Thim as an independent non-executive Director.

6. To authorise the Board to fix the remuneration of the Company’s Directors;

7. To re-appoint HLB Hodgson Impey Cheng Limited as the Company’s auditors and to authorise the Board to fix their remuneration.

And to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

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NOTICE OF ANNUAL GENERAL MEETING

1. “THAT:

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements or options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of the aforesaid powers after the expiry of the Relevant Period;

4. (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options and otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option schemes of the Company adopted from time to time; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20% of the total number of Shares in issue as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the said approval shall be limited accordingly;

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

• (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of; or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

1. “THAT:

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy back (or agree to buy back) the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and subject to and in accordance with all applicable laws and requirements in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution), and the said approval shall be limited accordingly; and

4. (c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

   • (iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “THAT conditional on the passing of resolutions numbered 6 and 7 above, the general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 6 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 7 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing this resolution).”

By Order of the Board Hygieia Group Limited Toh Eng Kui Chairman

Hong Kong, 28 April 2023

As at the date of this notice, the executive Directors are Mr. Toh Eng Kui, Mr. Peh Poon Chew and Ms. Toh Lek Siew; and the independent non-executive Directors are Mr. Koh How Thim, Mr. Tan Wu Hao and Mr. Wong Yuk.

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 29 May 2023 to Thursday, 1 June 2023, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 25 May 2023.

2. A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

3. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the relevant joint holding.

4. In order to be valid, the signed and completed form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 30 May 2023) or any adjournment thereof. If a form of proxy is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company’s branch share registrar in Hong Kong together with the form of proxy.

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