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SIIC Environment Holdings Ltd. AGM Information 2020

May 26, 2020

49477_rns_2020-05-26_3aafee2f-8f8e-4c8e-9d83-f8212b2abd60.pdf

AGM Information

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SIIC ENVIRONMENT HOLDINGS LTD.

(Company Registration No.200210042R) (Incorporated In the Republic of Singapore) (Singapore stock code: BHK) (Hong Kong stock code: 807)

ANNUAL GENERAL MEETING PROXY FORM

(Please see notes overleaf before completing this Form)

IMPORTANT: 1. The Annual General Meeting (“ Meeting ”) is being convened by electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Order 2020) for Singapore Shareholders and convened physically in Hong Kong for Hong Kong Shareholders. The Notice of Annual General Meeting will be despatched to members and made available on the Company’s website at the URL http://www.siicenv.com/en/, on the SGX website at the URL https://www.sgx.com/securities/companyannouncements and on The Stock Exchange of Hong Kong Limited’s website at the URL www.hkexnews.hk. Due to the current COVID-19 restriction order, Singapore Shareholders will not be able to physically attend the Meeting. Singapore Shareholders (including Relevant Intermediary*) must appoint the Chairman of the Meeting as proxy to vote on his/her/it behalf at the Meeting if such member wishes to exercise his/her/its voting rights at the Meeting. 2. Alternative arrangements relating to the attendance of the Meeting through electronic means, as well as conduct of the Meeting and relevant guidance with full details are set out in the accompanying Company’s announcement dated 26 May 2020, which can be accessed via the http://www.siicenv.com/en/, on SGX website at: https://www.sgx.com/securities/company-announcements and on The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk. 3. An investor who holds shares under the Central Provident Fund Investment Scheme (“ CPF Investor ”) and/or the Supplementary Retirement Scheme (“ SRS Investor ”) (as may be applicable) and wishes to vote, should approach their respective CPF Agent Banks and/or SRS Operators to submit their votes to appoint the Chairman of the Meeting as their proxy, at least 7 working days before the Meeting. 4. This Proxy Form is not valid for use by CPF and SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.

I/We , (Name) (NRIC/HKID/Passport No.) of (Address)

being a member/members of SIIC ENVIRONMENT HOLDINGS LTD. (the “Company”), hereby appoint:
(a)
For Singapore Shareholders
Chairman of the Annual General Meeting (“Meeting”)
Proportion of Shareholdings
No. of Shares
%
(b)
For Hong Kong Shareholders
Name
HKID/Passport No.
Proportion of Shareholdings
No. of Shares
%
Address
and/or (delete as appropriate)
Name
HKID/Passport No.
Proportion of Shareholdings
No. of Shares
%
Address
Chairman of the Annual General Meeting (“Meeting”)
(b)
For Hong Kong Shareholders
Name
HKID/Passport No.
Address
and/or (delete as appropriate)
Name
HKID/Passport No.
Address

as my/our proxy/proxies to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be convened and held at Tactic Room II, 24/F, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong (for Hong Kong Shareholders) and by way of electronic means (for Singapore Shareholders) on Monday, 29 June 2020 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy to vote for or against, or to abstain from voting the Resolutions proposed at the Meeting as indicated hereunder. If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any adjournment thereof, the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid. In terms of proxy voting, the shareholder/shareholders must appoint the Chairman of the Meeting to act as proxy and direct the vote at the Meeting.

No. No. Resolutions relating to: Resolutions relating to: Resolutions relating to: Resolutions relating to: No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes No. of votes
‘For’** ‘Against’** ‘Abstain’**
Ordinary Business
1 To receive and adopt the Audited Financial Statements of the Company for the financial year
ended 31 December 2019
2 Payment of proposed final dividend
3 To approve Directors’ fees amounting to S$800,000 for the financial year ending
31 December 2020
4 To re-elect Mr. Zhou Jun as a Non-Executive Chairman of the Company
5 To re-elect Mr. Feng Jun as an Executive Director of the Company
6 To re-elect Mr. Huang Hanguang as an Executive Director of the Company
7 To re-elect Mr. Zhao Youmin as an Executive Director of the Company
8 To re-elect Mr. Yang Jianwei as an Executive Director of the Company
9 To re-appoint Messrs Deloitte & Touche LLP as Auditors and to authorise the Board of
Directors of the Company to fix their remuneration
**Special ** Business
10 General Mandate to allot and issue shares
11 Renewal of Share Purchase Mandate
12 Authority to issue shares under SIIC Environment Share Option Scheme 2012
13 Authority to issue shares under the SIIC Environment Share Award Scheme
** _Voting _ _will be conducted by poll. If you wish the Chairman of the Meeting as your proxy _ _to cast all _ your votes ‘For’ or ‘Against’ or ‘Abstain’ from
_voting _ in respect of a resolution, please tick (�_) within the box provided. Alternatively, please _ _indicate the number of votes _ as appropriate. If you
_mark the abstain box for a particular resolution, you are directing your proxy not to vote on that _ _resolution on _ _a poll and _ _your _ votes will not be
_counted in computing the _ required majority on a poll. In the absence of specific directions in respect of a resolution, the appointment of the
Chairman of the Meeting as your proxy for that resolution will be treated as invalid.

Dated this day of

2020

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Total Number of Shares Held:

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Signature of Shareholder(s) and/or Common Seal of Corporate Shareholder

  • Delete where inapplicable

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

Due to the fast-evolving COVID-19 situation in Singapore and Hong Kong, the Company may be required to change its Meeting arrangements at short notice. The Company is taking the relevant steps in accordance with Part 4 of the COVID-19 (Temporary Measures) Act 2020 and other applicable laws and rules in Hong Kong and Singapore.

  1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you.

  2. A Hong Kong member of the Company (other than a Relevant Intermediary*), entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

  3. Where a Hong Kong member (other than a Relevant Intermediary*) appoints two proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.

  4. In light of the current COVID-19 measures in Singapore, Singapore Shareholders will not be able to attend the Meeting in person. Singapore Shareholders (including a Relevant Intermediary*) must appoint the Chairman of the Meeting as his/her/its proxy to vote on his/her/its behalf at the Meeting if such member wishes to exercise his/her/its voting rights at the Meeting.

  5. The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:

  6. (a) if submitted by post, be lodged at the Company’s registered office in Singapore at One Temasek Avenue, #37-02 Millenia Tower, Singapore 039192 (for Singapore Shareholders) or at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders); or

  7. (b) if submitted electronically, be submitted via email to the following email address: [email protected].

in either case by no later than 10.00 a.m. on 26 June 2020, being 72 hours before the time appointed for the Meeting.

A member who wishes to submit an instrument of proxy must first download and/or 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.

  • In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.

  • To ascertain the members’ entitlement to attend and vote at the Meeting, the register of members will be closed from Tuesday, 23 June 2020 to Monday, 29 June 2020, both days inclusive, during which period no transfer of shares can be registered. In order to be eligible to attend and vote at the meeting, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company’s principal share registrar in Singapore, RHT Corporate Advisory Pte. Ltd., at 30 Cecil Street #19-08 Prudential Tower Singapore 049712, (for Singapore Shareholders) no later than 5:00 p.m. on Monday, 22 June 2020, or with the Company’s Hong Kong branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (for Hong Kong Shareholders) not later than 4:30 p.m. on Monday, 22 June 2020.

  • Further announcement(s) regarding the closure of register of members of the Company for ascertaining shareholder’s entitlement to the proposed final dividend will be made by the Company in due course.

  • The instrument appointing Chairman of the Meeting as proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing Chairman of the Meeting as proxy is executed by a corporation, it must be executed either under its seal or signed on its behalf by an attorney duly authorised in writing or by an authorised officer of the corporation. Where the instrument appointing Chairman of the Meeting as proxy is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must, if the instrument appointing the Chairman of the Meeting as proxy is submitted by post, be lodged with the instrument of proxy, or if the instrument appointing the Chairman of the Meeting as proxy is submitted electronically via email, be emailed with the instrument of proxy, failing which the instrument may be treated as invalid.

  • Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the form of proxy, failing which the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.

  • A corporation which is a member may authorize by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of the Laws of the Republic of Singapore, and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

  • An investor who holds shares under the Central Provident Fund Investment Scheme (“ CPF Investor ”) and/or the Supplementary Retirement Scheme (“ SRS Investor ”) (as may be applicable) and wishes to vote, should approach their respective CPF Agent Banks and/or SRS Operators to submit their votes to appoint the Chairman of the Meeting as their proxy, at least 7 working days before the Meeting.

  • Relevant Intermediary is:

  • (a) a banking corporation licensed under the Banking Act (Chapter 19 of the Laws of the Republic of Singapore) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity; or

  • (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Chapter 289 of the Laws of the Republic of Singapore) and who holds shares in that capacity; or

  • (c) the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36 of the Laws of the Republic of Singapore), in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

GENERAL:

The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at seventy two (72) hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 27 May 2020.