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IMPERIUM CROWN LIMITED — AGM Information 2025
Aug 15, 2025
67729_rns_2025-08-15_2edaf9ed-6386-4f25-8b7f-7fce19f3326f.pdf
AGM Information
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IMPERIUM CROWN LIMITED
(IN CREDITORS’ VOLUNTARY LIQUIDATION) (Company Registration No.: 199505053Z) (Incorporated in the Republic of Singapore) (the “ Company ”)
MINUTES OF EXTRAORDINARY GENERAL MEETING
DATE : Thursday, 17 July 2025 PLACE : 138 Cecil Street, #10-01 Cecil Court Singapore 069538. TIME : 10.00 a.m. PRESENT : As set out in the attendance records maintained by the Company. IN ATTENDANCE : As set out in the attendance records maintained by the Company. CHAIRMAN OF : Mr Wee Phui Gam MEETING
1. WELCOME ADDRESS
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1.1 Mr Wee Phui Gam (“ Mr Wee ” or the “ Chairman of the Meeting ”), the Lead Independent and Non-Executive Director of the Company, informed the Meeting that the board of directors (the “ Directors ”) had requested for Mr Wee to be the Chairman of this Extraordinary General Meeting (the “ EGM ” or the “ Meeting ”).
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1.2 On behalf of the Board of Directors of the Company, Mr Wee welcomed the shareholders of the Company (the “ Shareholders ”) to the Company’s EGM.
2. INTRODUCTION
- 2.1 The Chairman of the Meeting introduced the Directors and the Company Secretary who were present and informed the Shareholders that representatives from the Polling Agent and Scrutineers were also present.
3. QUORUM AND NOTICE
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3.1 As there was a quorum present for the Meeting, the Chairman of the Meeting formally called the Meeting to order at 10.00 a.m.
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3.2 The Chairman of the Meeting noted that the pertinent information relating to the proposed Resolutions set out in the Notice of EGM dated 25 June 2025 had been delivered to Shareholders and uploaded to SGXNet for the requisite statutory period and accordingly, proposed that the Notice of EGM and Circular be taken as read.
4. QUESTIONS FROM SHAREHOLDERS
4.1 The Chairman of the Meeting informed the Shareholders that as at the cut-off date and time on 10 July 2025 at 10.00 a.m., the Company had not received questions from the Shareholders relating to the agenda of this Meeting. Questions from the Securities Investors Association (Singapore) were received and the Company responded to those queries via an announcement released on 11 July 2025.
Page 2 of 5
Minutes of Extraordinary General Meeting held on 17 July 2025
Imperium Crown Limited
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4.2 He added that Shareholders and duly appointed proxies and representatives would be able to ask questions and vote at the EGM in person.
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4.3 In the interest of facilitating a smooth and equitable proceedings, the Chairman of the Meeting requested that Shareholders kept their questions within the agenda of the Meeting. He informed the Shareholders that questions arising from the agenda would be addressed after the Meeting had gone through the agenda and that any questions outside the agenda of this Meeting would be dealt with after the business of the Meeting had been completed.
5. POLLING PROCESS
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5.1 The Chairman of the Meeting informed the Shareholders that in line with Rule 730A(2) of the Mainboard Listing Rules of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) (the “ Listing Rules ”), voting at the Meeting would be conducted by way of poll.
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5.2 He further informed the Shareholders that for the two Special Resolutions were interconditional and as such, each of the respective resolutions must be approved. If any of the respective resolutions were not approved, none of the proposed transaction would be carried out.
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5.3 The Chairman of the Meeting added that for the Special Resolutions to be approved, a majority of not less than three-fourths of the valid total votes cast in favour of the respective Special Resolutions would be required.
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5.4 He further informed the Shareholders that for the two Ordinary Resolutions to be approved, a simple majority of the valid total votes cast in favour of the Ordinary Resolutions would be required.
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5.5 Before proceeding with the agenda of the Meeting, the Chairman of the Meeting informed the Meeting that the results of the poll on all Resolutions would be tabulated by the Polling Agent and confirmed by the Scrutineer after all the Resolutions had been tabled.
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5.6 The Chairman of the Meeting reminded the Shareholders that they would be able to vote in person at the EGM and as the Chairman of the Meeting, he would vote in accordance with the instructions of those Shareholders who had, prior to this Meeting, appointed him as their proxy to vote their shares in respect of the Resolutions to be tabled.
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5.7 The Chairman of the Meeting informed the Meeting that Elly Mckellie Pte Ltd had been appointed to act as the Scrutineer for this Meeting. He then invited the Scrutineers to explain how the poll voting slips were to be completed.
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5.8 A representative from the Scrutineers’ office explained to Shareholders on how the poll voting slips were to be completed.
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5.9 Thereafter, the Chairman of the Meeting proceeded with the agenda of this EGM.
6. SPECIAL RESOLUTION 1 – THE PROPOSED VOLUNTARY WINDING UP OF THE COMPANY
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6.1 The Chairman of the Meeting informed the Shareholders that Special Resolution 1 on the agenda was to seek Shareholders’ approval on the proposed voluntary winding up of the Company.
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6.2 The Chairman of the Meeting welcomed questions relating to the agenda from the Shareholders.
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6.3 A Shareholder raised a question during the Meeting, to which the Executive Director, Mr Tan Keng Keat (“ Mr Tan ”) responded. The question and corresponding answer have
Imperium Crown Limited
Page 3 of 5
Minutes of Extraordinary General Meeting held on 17 July 2025
been included in Appendix 1 .
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6.4 As there were no further questions from the Shareholders, the Chairman of the Meeting proposed the Ordinary Resolution as set out in the Notice of EGM. He further requested for a Shareholder to second the Resolution.
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6.5 The Resolution was seconded by a Shareholder.
7. SPECIAL RESOLUTION 2 – THE PROPOSED GRANTING OF POWER TO THE LIQUIDATOR PURSUANT TO THE INSOLVENCY, RESTRUCTURING AND DISSOLUTION ACT 2018
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7.1 The Chairman of the Meeting informed the Shareholders that Special Resolution 2 on the agenda was to seek Shareholders’ approval on the proposed granting of power to the liquidator pursuant to the Insolvency, Restructuring and Dissolution Act 2018.
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7.2 The Chairman of the Meeting welcomed questions relating to the agenda from the Shareholders.
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7.3 A Shareholder raised a question during the Meeting, to which Mr Tan responded. The question and corresponding answer have been included in Appendix 1 .
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7.4 As there were no further questions from the Shareholders, the Chairman of the Meeting proposed the Special Resolution 1 as set out in the Notice of EGM. He further requested for a Shareholder to second the Resolution.
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7.5 The Resolution was seconded by a Shareholder.
8. ORDINARY RESOLUTION 3 – THE PROPOSED APPOINTMENT OF MR LAM ZI YANG AS LIQUIDATOR OF THE COMPANY
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8.1 The Chairman of the Meeting informed the Shareholders that Ordinary Resolution 3 on the agenda was to seek Shareholders’ approval on the proposed appointment of Mr Lam Zi Yang as liquidator of the Company.
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8.2 The Chairman of the Meeting welcomed questions relating to the agenda from the Shareholders.
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8.3 As there were no questions from the Shareholders, the Chairman of the Meeting proposed the Special Resolution 2 as set out in the Notice of EGM. He further requested for a Shareholder to second the Resolution.
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8.4 The Resolution was seconded by a Shareholder.
9. ORDINARY RESOLUTION 4 – THE PROPOSED APPROVAL THAT THE REMUNERATION OF THE LIQUIDATOR BE APPROVED FOR PAYMENT FROM THE ASSETS OF THE COMPANY ON A TIME COST BASIS
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9.1 The Chairman of the Meeting informed the Shareholders that Ordinary Resolution 4 on the agenda was to seek Shareholders’ approval that the remuneration of the liquidator be approved for payment from the assets of the Company on a time cost basis.
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9.2 The Chairman of the Meeting welcomed questions relating to the agenda from the Shareholders.
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9.3 As there were no questions from the Shareholders, the Chairman of the Meeting proposed the Special Resolution 2 as set out in the Notice of EGM. He further requested for a Shareholder to second the Resolution.
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9.4 The Resolution was seconded by a Shareholder.
Imperium Crown Limited
Page 4 of 5
Minutes of Extraordinary General Meeting held on 17 July 2025
- 10.1 After a short break, the Chairman of the Meeting announced that the proposed resolutions have all been duly voted on by Shareholders through submission of polling papers and proxy forms, which were counted by the Polling Agent and verified by the Scrutineers. The following results of the polls were presented to Shareholders:
==> picture [368 x 337] intentionally omitted <==
----- Start of picture text -----
Total No. of For Against
Special Resolutions Valid Votes No. of No. of
% %
Cast Shares Shares
1. The proposed voluntary
wInding up of the 224,212,025 224,212,025 100% 0 0%
Company.
2. The proposed granting of
power to the liquidator 224,212,025 224,212,025 100% 0 0%
pursuant to the Insolvency,
Restructuring and
Dissolution Act 2018.
Total No. of For Against
Ordinary Resolutions Valid Votes No. of No. of
% %
Cast Shares Shares
3. The proposed appointment
of Mr Lam Zi Yang as 224,212,025 224,212,025 100% 0 0%
liquidator of the Company.
4. The proposed approval
that the remuneration of 224,212,025 224,212,025 100% 0 0%
the liquidator be approved
for payment from the
assets of the Company on
a time cost basis.
----- End of picture text -----
- 10.2 Based on the results of the poll, the Chairman of the Meeting declared all the resolutions carried.
11.
CONCLUSION
There being no other business to transact, the Chairman of the Meeting declared the Meeting closed at 10.56 a.m. He informed the Meeting that the Company would be announcing the detailed poll results of the EGM via the SGXNET. He also thanked the Shareholders for attending the Meeting.
CONFIRMED AS TRUE RECORD OF PROCEEDINGS HELD
WEE PHUI GAM CHAIRMAN OF MEETING
Imperium Crown Limited
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Minutes of Extraordinary General Meeting held on 17 July 2025
Appendix 1
Questions raised at the Extraordinary General Meeting (“EGM”) of Imperium Crown Limited (the “Company” and together with its subsidiaries, the “Group”) held on 17 July 2025 and the Company’s Responses.
Question / Response 1
A Shareholder requested for a summary of the events and developments which led to the Company convening the EGM.
Mr Tan provided a summary of the events and developments that had taken place over the past few years. He also outlined the efforts undertaken in relation to the proposed disposal of the Group’s assets in China as well as the efforts to inject a new business or to find a white knight. As the Company was not able to inject a new business or find a white knight, the EGM was convened to seek the approval of Shareholders for a voluntary winding up.
Question / Response 2
A shareholder enquired on the implications to the Company if the Special Resolutions are not passed at the EGM.
Mr Tan explained that if the Special Resolutions are not passed, the Company will not be able to proceed with the creditors’ voluntary liquidation. Without any fresh injection of funds, the Company will remain insolvent without any future business plans. Separately, Mr Tan explained that the Company is unable to comment on the actions, if any, that the SGX-ST or other creditors may take.
Question / Response 3
A shareholder enquired on the rationale for the remuneration of the liquidator to be paid on a time cost basis.
Mr Tan responded that he had met with a number of potential liquidators for the purpose of undertaking the liquidation engagement. During the course of discussions, it was noted that a time cost basis would be a more equitable basis to ascertain the remuneration of the liquidator. Subsequently, the resolution that the remuneration of the liquidator be paid on a time cost basis was tabled at the EGM.