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SIIC Environment Holdings Ltd. Proxy Solicitation & Information Statement 2023

Mar 23, 2023

49477_rns_2023-03-23_a7a113f9-6889-4e03-b29f-2388f7c3e1de.pdf

Proxy Solicitation & Information Statement

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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 PROXY FORM

(Please see notes overleaf before completing this Form)

  • IMPORTANT: 1. 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) may attend and cast his vote(s) at the meeting in person. CPF and SRS Investors who are unable to attend the Meeting but would like to vote, may inform their CPF and/or SRS Approved Nominees to appoint the Chairman of the Meeting to act as their proxy, in which case, the CPF and SRS Investors shall be precluded from attend the Meeting.

    1. 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.
    1. In line with the implementation of the use of electronic communications to promote sustainability by conserving environmental and financial resources, no printed copies of the FY2022 Annual Report and Circular will be despatched to the Singapore Shareholders. However, printed copies of the Notice of 2023 AGM and the proxy form will be despatched to the Singapore Shareholders. Hong Kong Shareholders will still receive printed copies of FY2022 Annual Report, Circular, Notice of 2023 AGM and the proxy form in due course. An electronic copy of each of the Notice of 2023 AGM, the Circular and the proxy form has also been made available on: (i) the website of the Company at http://www.siicenv.com/en/ (“ SIIC Corporate Website ”);
  • (ii) the website of The Singapore Exchange Securities Trading Limited (“ SGX ”) at https://www.sgx.com/securities/company-announcements (“ SGXNet ”);

  • (iii) the website of The Stock Exchange of Hong Kong Limited (“ SEHK ”) at https://www.hkexnews.hk/ (“SEHK Website”); and

  • An electronic copy of the FY2022 Annual Report of the Company has been made available on the SIIC Corporate Website, SGXNet and SEHK Website. Any shareholder who wishes to request for a physical copy of the FY2022 Annual Report and Interim Report for year 2023 should complete the request form which will be mailed to them.

I/We,
of
being
(Name) (Name)
a member/members of SIIC ENVIRONMENT HOLDINGS LTD. (the “Company”),
Na me
NRIC/HKID/Passport No.
Ad dress
and/o r
Na me
NRIC/HKID/Passport No.
Ad dress
the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion. the proxy/proxies will vote or abstain from voting at his/her discretion.
No.
Resolutions relating to:
No. of votes No. of votes No. of votes
‘For’** ‘Against’** ‘Abstain’**
Ordinary Business
Ordinary Resolutions
1 To receive and adopt the Audited Financial Statements of the Company for the financial
year ended 31 December 2022
2 Payment of proposed final dividend
3 To approve Directors’ fees amounting to S$800,000 for the financial year ending 31
December 2023
4 To re-elect Mr. Yang Jianwei as an Executive Director of the Company
5 To re-elect Mr. An Hongjun as an Independent Non-Executive Director of the Company
6 To re-elect Mr. Zhong Ming as an Independent Non-Executive Director of the Company
7 To re-elect Mr. Yang Wei as an Executive Director of the Company
8 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
Ordinary Resolutions
9 General Mandate to allot and issue shares
10 Renewal of Share Purchase Mandate
Special Resolution
11 Amendments to Constitution
** If you wish to exercise all your votes ‘For’ or ‘Against’, please tick (�_) within the box provided. Alternatively, please indicate the number of _ votes
as
Dated this
appropriate.
day of
2023 **Total ** Number of Shares Held:

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

  • Delete where inapplicable

IMPORTANT: PLEASE READ NOTES OVERLEAF

Notes:

  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 2001 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 Member of the Company (other than a Relevant Intermediary*) entitled to attend and vote at the AGM (the “Meeting”) is entitled to appoint not more than two proxies to attend and vote in his/her stead. A proxy need not be a Member of the Company.

  3. Where a 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. A Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number or class of shares shall be specified).

  5. Subject to note 10, completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Meeting.

  6. The instrument appointing a proxy or proxies must be deposited at the Company’s Share Registrar office in Singapore at In.Corp Corporate Services Pte. Ltd., 30 Cecil Street #19-08 Prudential Tower Singapore 049712 (for Singapore Shareholders) or the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders) or if submitted electronically, be submitted via email to the following address: [email protected]; or at the following UR L: https://conveneagm.com/sg/SIICEnv_AGM2023, as soon as possible and in any event not less than seventy-two (72) hours before the time appointed for the holding of the 2023 AGM or any adjournment thereof.

  7. To ascertain the members’ entitlement to attend and vote at the Meeting, the register of members will be closed from Monday, 24 April 2023 to Friday, 28 April 2023, 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, In.Corp Corporate Services Pte. Ltd., at 30 Cecil Street #19-08 Prudential Tower Singapore 049712, ( for Singapore Shareholders ) no later than 5:00 p.m. on Friday, 21 April 2023, 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 Friday, 21 April 2023.

  8. 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.

  9. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies 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 a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.

  10. 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 1967 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.

  11. A person who holds shares under the Central Provident Fund Investment Scheme (“ CPF Investor ”) and/or the Supplementary Retirement Scheme (“ SRS Investor ”) (as may be applicable) may attend and cast his vote(s) at the Meeting in person. CPF and SRS Investors who are unable to attend the Meeting but would like to vote, may inform their CPF and/or SRS Approved Nominees to appoint the Chairman of the Meeting to act as their proxy, in which case, the CPF and SRS Investors shall be precluded from attending the Meeting. CPF and SRS Investors will not be able to appoint third party proxy(ies) (ie. Persons other than the Chairman of the Meeting) to vote at the AGM on their behalf. CPF and SRS investors who wish to request their CPF Agent Banks or SRS Operators to appoint the Chairman of the Meeting as their proxy in respect of the Shares held by such CPF Agent Banks or SRS Operators on their behalf should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 18 April 2023.

  12. Relevant Intermediary is:

  13. (a) a banking corporation licensed under the Banking Act 1970 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

  14. (b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or

  15. (c) the Central Provident Fund Board established by the Central Provident Fund Act 1953 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 of the Company dated 24 March 2023.