Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Advanced Holdings Ltd. Proxy Solicitation & Information Statement 2025

Apr 9, 2025

74198_rns_2025-04-08_b55fb157-79e5-4926-83cc-1ba27c339372.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

ADVANCED HOLDINGS LTD.

Company Registration Number: 200401856N

(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 21st Annual General Meeting (“ AGM ”) of Advanced Holdings Ltd. (the “ Company ”) will be held at Kent Ridge Guild House, 9 Kent Ridge Drive Singapore 119241 on Friday, 25 April 2025 at 2.30 p.m. to transact the businesses set out below.

This Notice has been made available on SGXNet and the Company’s website and may be accessed at the URL https://advancedholdings.com/category/2025/.

ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the fnancial year ended
31 December 2024 together with the Directors’ Statement and the Auditors’ Report of
the Company.
(Resolution 1)
2. To re-elect as a Director, BG (RET) Lim Yeow Beng, who is retiring under Regulation 91
of the Company’s Constitution.
BG (RET) Lim Yeow Beng will, upon re-election as a Director of the Company,
remain as an Independent Director. The Board considers BG (RET) Lim Yeow
Beng to be independent for the purposes of Rule 704(7) of the Catalist Rules.
(Resolution 2)
3. To re-elect as a Director, Ms Tay Bee Gek Dorriz, who is retiring under Regulation 91 of
the Company’s Constitution.
Ms Tay Bee Gek Dorriz will, upon re-election as a Director of the Company,
remain as an Executive Director.
(Resolution 3)
4. To re-elect as a Director, Ms Celia Rusli, who is retiring under Regulation 97 of the
Company’s Constitution.
Ms Celia Rusli will, upon re-election as a Director of the Company, remain as an
Independent Director. The Board considers Ms Celia Rusli to be independent for
the purposes of Rule 704(7) of the Catalist Rules.
(Resolution 4)
5. To re-elect as a Director, Mr Danny Lien Chong Tuan, who is retiring under Regulation
97 of the Company’s Constitution.
Mr Danny Lien Chong Tuan will, upon re-election as a Director of the Company,
remain as an Independent Director. The Board considers Mr Danny Lien Chong
Tuan to be independent for the purposes of Rule 704(7) of the Catalist Rules.
(Resolution 5)
6. To re-elect as a Director, Mr Ang Meng Hai Markus David, who is retiring under
Regulation 97 of the Company’s Constitution.
Mr Ang Meng Hai Markus David will, upon re-election as a Director of the
Company, remain as a Non-Executive Director.
(Resolution 6)
7. To approve directors’ fees of $100,000 for the fnancial year ending 31 December
2025, to be paid quarterly in arrears.
(Resolution 7)
8. To re-appoint Messrs Nexia Singapore PAC as the Auditors of the Company, to hold
offce until the conclusion of the next annual general meeting and to authorise the
Directors of the Company to fx their remuneration.
(Resolution 8)
9. To transact any other business that may be transacted at an annual general meeting.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolution (with or without modifications) as an Ordinary Resolution:

ORDINARY RESOLUTION

10. Share Issue Mandate

“That pursuant to Section 161 of the Companies Act 1967 (“ Act ”) and Rule 806 of the SGX-ST Catalist Rules, the Directors of the Company be authorised and empowered to:

  • (a) (i) issue shares in the Company (“ shares ”) whether by way of rights, bonus or otherwise; and/or

  • (ii) make or grant offers, agreements or options (collectively “ Instruments ”) that might or would require shares to be issued, including but not limited to the creation or 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, 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 always that:

  • (I) 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 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 (II) below), of which the aggregate number of shares to be issued other than on a pro rata basis to the Shareholders of the Company shall not exceed 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 (II) below);

  • (II) (subject to such 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 (I) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the Company at the time of the passing of this Resolution, after adjusting for:

  • (aa) new shares arising from the conversion or exercise of any convertible securities which are issued and outstanding or subsisting at the time of the passing of this Resolution;

  • (bb) new shares arising from exercising share options or vesting of share awards which are issued and outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of Catalist Rules; and

  • (cc) any subsequent bonus issue, consolidation or subdivision of shares;

  • (III) 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) and the Constitution of the Company; and

  • (IV) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.”

[See Explanatory Note (i)]

(Resolution 9)

By Order of the Board

Dr Wong Kar King Managing Director 9 April 2025

Explanatory Note:
  • (i) Ordinary Resolution 9 in item 10 above, if passed, will empower the Directors of the Company, effective until the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting 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 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, 100% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 50% may be issued other than on a pro-rata basis to existing shareholders of the Company.

For determining the aggregate number of shares that may be issued, the total number 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:
  • (1) The AGM will be held in a wholly physical format, at Kent Ridge Guild House, 9 Kent Ridge Drive Singapore 119241 on Friday, 25 April 2025 at 2.30 p.m. There will be no option for shareholders to participate virtually.

  • (2) A member may also submit questions related to the resolutions to be tabled for approval at the AGM. To do so, all questions must be submitted by 11.59 p.m. on 16 April 2025:

  • (a) in hard copy by sending personally or by post and lodging the same at the registered office of the Company at 21 Woodlands Close, #06-23 Primz Bizhub, Singapore 737854; or

  • (b) by email to [email protected].

Members will need to identify themselves when posing questions by email or by mail by providing the following details:

  • (a) the member’s full name as it appears on his/her/its CDP/CPF/SRS share records;

  • (b) the member’s NRIC/Passport/UEN number;

  • (c) the member’s contact number and email address; and

  • (d) the manner in which the member holds his/her/its shares in the Company (e.g. via CDP, CPF or SRS).

The Company will not be able to answer questions from persons who provide insufficient details to enable the Company to verify his/her/its shareholder status.

The Company will address all substantial and relevant questions relating to the resolutions to be tabled for approval at the AGM as received from members before 11.59 p.m. on 16 April 2025 at least 48 hours prior to the closing date and time for the lodgement/receipt of instruments appointing a proxy(ies) via an announcement to be published on the Company’s website at the URL https://advancedholdings.com/category/2025/ and SGXNet. The Company will respond to questions or follow-up questions received after the 16 April 2025 deadline either within a reasonable timeframe before the Annual General Meeting, or at the Annual General Meeting itself. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.

  • (3) (a) A member who is not a relevant intermediary is entitled to appoint not more than two proxies. Where such member’s instrument appointing a proxy(ies) appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the instrument, failing which the nomination shall be deemed to be alternative.

  • (b) A member who is a relevant intermediary is entitled to appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member’s instrument appointing a proxy(ies) appoints more than two proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument. Where the number and class of shares in relation to each proxy is not specified, it will be assumed that each proxy is appointed in relation to an equal number of shares divided amongst the proxies.

  • (4) A proxy need not be a member of the Company.

  • (5) The instrument appointing a proxy(ies), together with the power of attorney or other authority under which it is signed (if applicable) or a notarially certified copy thereof, must:

  • (a) if sent personally or by post, be deposited at the registered office of the Company at 21 Woodlands Close, #06-23 Primz Bizhub, Singapore 737854; or

  • (b) if submitted by email, be received by the Company at [email protected], in any case, not less than 72 hours before the time for holding the AGM, and in default the instrument of proxy shall not be treated as valid.

  • (6) If sent personally or by post, the instrument appointing a proxy(ies) of an individual must be under the hand of the appointor or of his attorney duly authorised in writing and the instrument appointing a proxy(ies) of a corporation must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

  • (7) Where an instrument appointing a proxy(ies) is submitted by email, it must be authorised in the following manner:

  • (a) by way of the affixation of an electronic signature by the appointer or his/her duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation; or

  • (b) by way of the appointor or his duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation signing the instrument under hand and submitting a scanned copy of the signed instrument by email.

  • (8) In the case of a member whose shares are entered against his/her name in the Depository Register, the Company may reject any instrument appointing a proxy(ies) lodged if such member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certified by The Central Depository (Pte) Limited to the Company.

  • (9) Persons who hold shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967, including CPF and SRS investors, and who wish to participate in the AGM (“ Relevant Intermediary Participants ”) by (a) voting at the AGM if they are appointed as proxies by their respective CPF Agent Banks or SRS Operators; or (b) by appointing the Chairman of the AGM as proxy to vote on their behalf at the AGM, should contact the relevant intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order to facilitate the necessary arrangements for them to participate in the AGM. CPF or SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 14 April 2025.

  • (10) The Annual Report for the financial year ended 31 December 2024, this Notice of AGM, Proxy Form and the Request Form for members to request for a printed copy of the Annual Report (the “ Request Form ”) will be uploaded on SGXNet and may be accessed at the Company’s website at the URL https://advancedholdings.com/category/2025/. Printed copies of this Notice of AGM, Proxy Form and the Request Form will be sent to members. Members who wish to request for printed copies of the Annual Report will need to complete and return the Request Form, by sending it back by email to [email protected] or post to the address stated on the Request Form to reach by 17 April 2025.

Personal Data Protection:

By attending the AGM and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) to attend, speak and vote at the AGM and/or any adjournment thereof, or submitting any details of Relevant Intermediary Participants in connection with the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data 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), the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), the publication of the names and comments of the members at the AGM and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s 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 (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty. Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company and/or its proxy(ies) or representative(s) (such as his/her name, his/her presence at the AGM and any questions he/she may raise or motions he/she proposes/seconds) may be recorded by the Company for such purpose.