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LHN LIMITED Proxy Solicitation & Information Statement 2021

Dec 29, 2021

67400_rns_2021-12-29_4f3a1905-20bc-4256-b75c-e424146007c0.pdf

Proxy Solicitation & Information Statement

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HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED TAKE NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, 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 ANNOUNCEMENT.

LHN LIMITED 賢能集團有限公司*

(the “ Company ”) (Incorporated in the Republic of Singapore) (Hong Kong Stock Code: 1730) (Singapore Stock Code: 41O)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be convened and held by way of live webcast on Friday, 28 January 2022 at 10.00 a.m. to transact the following businesses:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors’ Statement and the Audited Financial Resolution 1 Statements for the financial year ended 30 September 2021 together with the Independent Auditor’s Report thereon.

2. To declare a final dividend of 1.0 Singapore cent (S$0.01) (equivalent to Resolution 2 5.7 Hong Kong cents (equivalent to HK$0.0570)) per ordinary share tax exempt (one-tier) for the financial year ended 30 September 2021.

3. To re-elect the following Directors of the Company retiring pursuant to Regulation 99 of the Constitution of the Company, and who have, being eligible, offered themselves for re-election as Directors:

Ms. Lim Bee Choo Resolution 3 Ms. Ch’ng Li-Ling Resolution 4

The detailed information of the above-mentioned Directors, as required under Rule 720 (5) of the Section B of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) Listing Manual: Rules of Catalist (the “ Catalist Rules ”) and Rule 13.74 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ HK Listing Rules ”), can be found under the sections entitled “Board of Directors” and the “Corporate Governance Report” in the Annual Report for the financial year ended 30 September 2021 and Circular of the Company dated 30 December 2021.

[See Explanatory Note (i)]

4. To approve the payment of Directors’ fees of S$230,400 for the financial Resolution 5 year ending 30 September 2022, payable quarterly in arrears (FY2021: S$192,000)

5. To approve the payment of Directors’ meeting allowances of S$12,000 for Resolution 6 the financial year ended 30 September 2021.

[See Explanatory Note (ii)]

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6. To re-appoint Messrs PricewaterhouseCoopers LLP as the Independent Resolution 7 Auditor of the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the Directors of the Company to fix their remuneration.

7. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:–

8. AUTHORITY TO ISSUE SHARES

Resolution 8

That pursuant to Section 161 of the Singapore Companies Act, Chapter 50 (the “ Companies Act ”) and Rule 806 of the Catalist Rules and HK Listing Rules, the Directors of the Company be authorised and empowered to:

  • (a) (i) issue shares in the capital of 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 and 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 and 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 is in force,

provided that:

  • (1) the aggregate number of Shares to be allotted and issued pursuant to this Resolution (including Shares to be allotted and issued in pursuance of Instruments made or granted pursuant to this Resolution) does 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 subparagraph (3) below), of which the aggregate number of Shares to be allotted and issued other than on a pro rata basis to shareholders of the Company (including Shares to be allotted and issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the total number of issued Shares excluding treasury Shares and subsidiary holdings in the capital of the Company (as calculated in accordance with subparagraph (3) below);

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  • (2) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Companies Act, HK Listing Rules, the Code on Share Buy-Backs of Hong Kong and Catalist Rules for the time being in force (unless such compliance has been waived by The Stock Exchange of Hong Kong Limited (the “ SEHK ”), the Hong Kong Securities and Futures Commission or SGX-ST, respectively) and the Constitution, for the time being in force, of the Company;

  • (3) (subject to such calculation as may be prescribed by the SGX-ST and SEHK for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury Shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:

  • (a) new Shares arising from the conversion or exercise of any convertible securities;

  • (b) new Shares arising from exercising share options or vesting of share awards, provided that the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and

  • (c) any subsequent bonus issue, consolidation or subdivision of Shares;

and adjustments in accordance with sub-paragraphs 3(a) and 3(b) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of passing of this Resolution;

  • (4) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until (i) the conclusion of the next Annual General Meeting of the Company; or (ii) the date by which the next Annual General Meeting of the Company is required by law or the Constitution to be held, whichever is earlier.

[See Explanatory Note (iii)]

9. AUTHORITY TO ISSUE SHARES UNDER THE LHN SHARE OPTION Resolution 9 SCHEME (THE “SHARE OPTION SCHEME”)

That pursuant to Section 161 of the Singapore Companies Act, Cap 50, of Singapore, the Directors of the Company be authorised to offer and grant options in accordance with the provisions of the Share Option Scheme and to allot and issue from time to time such number of Shares in the capital of the Company as may be required to be allotted and issued pursuant to the exercise of options under the Share Option Scheme, provided always that the aggregate number of new Shares to be allotted and issued

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pursuant to the Share Option Scheme, when added to the aggregate number of Shares issued and issuable in respect of all options granted under the Share Option Scheme and any other share option, share incentive, performance share or restricted share plan implemented by the Company, shall not exceed 10% of the total number of issued Shares in the capital of the Company at the date of the passing of this Resolution.

[See Explanatory Note (iv)]

10. PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR Resolution 10 INTERESTED PERSON TRANSACTIONS

That:

  • (a) approval be and is hereby given, for the purposes of Chapter 9 of the Catalist Rules of the SGX-ST (“ Chapter 9 ”), for the Company, its subsidiaries and associated companies that are “entities at risk” (as that term is used in Chapter 9), or any of them, to enter into any of the transactions falling within the types of interested person transactions described in the circular of the Company dated 30 December 2021 (the “ Circular ”) with any party who is of the class of interested persons described in the Circular, provided that such transactions are made on normal commercial terms and in accordance with the review procedures for such interested person transactions;

  • (b) the approval given in paragraph (a) above (the “ IPT Mandate ”) shall, unless revoked or varied by the Company in general meeting, continue in force until the conclusion of the next Annual General Meeting of the Company;

  • (c) the Audit Committee of the Company be and is hereby authorised to take such action as it deems proper in respect of procedures and/or to modify or implement such procedures as may be necessary to take into consideration any amendments to Chapter 9 of the Catalist Rules which may be prescribed by the SGX-ST from time to time; and

  • (d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or this Resolution.

[See Explanatory Note (v)]

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11. PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE

Resolution 11

That:

  • (a) for the purposes of Sections 76C and 76E of the Companies Act (Chapter 50 of Singapore) (the “ Act ”) and the HK Listing Rules, approval be and is hereby given for the renewal of the Share Buy-Back Mandate (as defined therein the Circular of the Company dated 30 December 2021); and the Directors of the Company be and are hereby authorised to exercise all the powers of the Company to purchase or otherwise acquire ordinary shares of the Company (“ Shares ”) not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereafter defined), whether by way of:

  • (i) on-market purchases (each a “ Market Purchase ”) on the SGX-ST and/or the SEHK; and/or

  • (ii) off-market purchases (each an “ Off-Market Purchase ”) effected otherwise than on the SGX-ST and/or SEHK in accordance with any equal access schemes as may be determined or formulated by the Directors of the Company as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Act,

provided always such purchases and acquisitions shall be carried out in accordance with all other laws and regulations, including but not limited to, the Company’s Constitution, the provisions of the Act, the Catalist Rules, the Singapore Code on Take-overs and Mergers, the HK Listing Rules, The Code on Share Buy-backs of Hong Kong and the Code on Takeovers and Mergers of Hong Kong, as may for the time being be applicable (the “ Share Buy-Back Mandate ”);

  • (b) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buy-Back Mandate shall be deemed cancelled and dealt with in accordance with the Act;

  • (c) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earlier of:

  • (i) the conclusion of the next AGM or the date by which such AGM is required by the Constitution of the Company or the applicable laws of Singapore to be held;

  • (ii) the date on which the buy-back of the shares is carried out to the full extent mandated; or

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  • (iii) the date on which the authority conferred in the Share Buy-Back Mandate is varied or revoked by the shareholders of the Company in a general meeting;

  • (d) for purposes of this Resolution:

Prescribed Limit ” means ten per cent (10%) of the issued ordinary share capital of the Company as at the date of passing of this Resolution (excluding subsidiary holdings) unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding any subsidiary holdings that may be held by the Company from time to time);

Relevant Period ” means the period commencing from the date of passing of this Resolution and expiring on the date the next AGM is held, or is required by the Constitution of the Company or the applicable laws in Singapore to be held, the date on which the buy-back of the Shares are carried out to the full extent mandated, or the date the said mandate is revoked or varied by the Shareholders of the Company in a general meeting, whichever is the earlier; and

Maximum Price ” in relation to a Share to be purchased, means an amount (excluding brokerage, commission, stamp duties, applicable goods and services tax, clearance fees and other related expenses) not exceeding:

  • (i) in the case of a Market Purchase, 105% of the Average Closing Price; and

  • (ii) in the case of an Off-Market Purchase, 110% of the Average Closing Price, where:

Average Closing Price ” means (i) in the case of Market Purchase on SGX-ST, the average of the closing market prices of a Share over the last five (5) market days, on which transactions in the Shares were recorded on the SGX-ST, preceding the day of the Market Purchase by the Company or, as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase and deemed to be adjusted for any corporate action, in accordance with the Catalist Rules, that occurs during the relevant five (5)-day period and the day on which the purchase was made; and (ii) in the case of Market Purchase made on the SEHK, the average closing market price for the five (5) preceding trading days on which the Shares were traded on the SEHK; and

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Day of the making of the offer ” means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and

Market day ” means a day on which the SGX-ST or SEHK (as the case may be) is open for trading in securities; and

  • (e) any of the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution.

[See Explanatory Note (vi)]

12. EXTENSION MANDATE ON ISSUE SHARES REPURCHASED

Resolution 12

That conditional on the passing of resolutions numbered 8 and 11 above, the general mandate adopted pursuant to resolution number 11 above be and is hereby extended by the addition to the aggregate number of which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate number of shares of the Company purchased or acquired, or agreed to be purchased or acquired by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 11 above.

[See Explanatory Note (vii)]

On Behalf of the Board

Chong Eng Wee Company Secretary Singapore, 30 December 2021

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Explanatory Notes:

  • (i) Ms. Lim Bee Choo, upon re-election as a Director, will remain as an executive Director and the group deputy managing director.

  • Ms. Ch’ng Li-Ling, upon re-election as a Director, will remain as the Chairwoman of the Remuneration Committee and a member of both the Audit and Nominating Committees, and the Board of Directors (save for Ms. Ch’ng Li-Ling) considers her independent for the purposes of Rule 704(7) of the Catalist Rules and Rule 3.13 of the HK Listing Rules.

  • (ii) The payment of Directors’ meeting allowances is for the additional and ad-hoc board meetings attended by the Directors during the financial year ended 30 September 2021.

  • (iii) The Ordinary Resolution 8 in item 8 above, if passed, will empower the Directors, 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, one hundred per cent (100%) of the total number of issued shares in the capital of the Company of which up to twenty per cent (20%) may be issued other than on a pro-rata basis to shareholders.

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, share options or 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.

  • (iv) The Ordinary Resolution 9 in item 9 above, if passed, will empower the Directors of the Company to issue Shares up to an amount in aggregate not exceeding ten per cent (10%) of the issued share capital of the Company pursuant to the Share Option Scheme, and such other share-based incentive scheme or share plan. This authority is in addition to the general authority to issue Shares sought under Ordinary Resolution 8.

  • (v) The Ordinary Resolution 10 in item 10 above, if passed, will allow the Company and its subsidiaries to enter into transactions with interested persons as defined in Chapter 9 of the Catalist Rules. Please refer to the Circular of the Company dated 30 December 2021 for details.

  • (vi) The Ordinary Resolution 11 in item 11 above, if passed, will empower the Directors of the Company, with the effective period commencing from the date on which the ordinary resolution in relation to the Share Buy-Back Mandate is passed in a general meeting and expiring on the earliest of the date on which the next Annual General Meeting is held or is required by law to be held, or the date the said mandate is revoked or varied by the Company in a general meeting to repurchase the Shares by way of market purchases or off-market purchases of up to ten per cent (10%) of the total number of issued shares in the capital of the Company (excluding treasury shares and subsidiary holdings) at the Maximum Price as defined in this Notice of Annual General Meeting.

The rationale for the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buy-Back Mandate on the audited consolidated financial accounts of the Group for the financial year ended 30 September 2021 are set out in greater detail in the Circular.

  • (vii) The Ordinary Resolution 12 in item 12 above, if passed, will extend the aggregate number of the Shares which may be allotted and issued under the mandate under Ordinary Resolution 8 by an addition of an amount representing the aggregate number of Shares purchased or acquired pursuant to the mandate under Ordinary Resolution 11. It is required under Rule 13.36(2)(b) of the HK Listing Rules that a separate ordinary resolution must be passed by the Shareholder in the general meeting to add such repurchased securities to the 20% general mandate under Ordinary Resolution 8. Assuming that the amount of the repurchased securities represents the maximum ten per cent (10%) of the total number of Shares under Ordinary Resolution 11, the aggregate number of Shares which may be allotted and issued under the mandate under Ordinary Resolution 8 would be increased to thirty per cent (30%) of the total number of Shares, which is within the limit as stipulated under the Catalist Rules.

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IMPORTANT:

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting (“ AGM ”)

For Shareholders in Singapore

The Share Transfer Books and Register of Members of the Company will be closed at 5:00 p.m. on Tuesday, 25 January 2022 for the purpose of determining shareholders’ entitlements to attend the AGM by way of live webcast. Duly completed registrable transfers in respect of the Shares received by the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 up to 5:00 p.m. on Monday, 24 January 2022 will be registered to determine shareholders’ entitlements to attend the AGM by way of live webcast.

For Shareholders in Hong Kong

The branch register of members of the Company in Hong Kong will be closed from Tuesday, 25 January 2022 to Friday, 28 January 2022 (both days inclusive), during which period no transfer of Shares of the Company will be registered in Hong Kong. In order to determine shareholders’ entitlements to attend the AGM by way of live webcast and to vote by proxy, all share transfers in Hong Kong, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 24 January 2022 . Please refer to pages 10 and 11 for more details on attending and voting at the AGM, which will be held by way of live webcast.

For the purpose of determination of shareholders registered under the Singapore principal register of members and the Hong Kong branch register of members of the Company, all necessary documents, remittances accompanied by the relevant share certificates in respect of removal of Shares between the two (2) register of members, must be submitted no later than 5:00 p.m. and 4:30 p.m. on Monday, 17 January 2022 to the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 (for Singapore shareholders) and the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong shareholders), respectively.

For determining the entitlement to the Proposed Final Dividend

For Shareholders in Singapore

The Share Transfer Books and Register of Members of the Company will be closed at 5:00 p.m. on Thursday, 10 February 2022 for the purpose of determining shareholders’ entitlements to the proposed final dividend. Duly completed registrable transfers in respect of the Shares received by the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place #32-01 Singapore Land Tower, Singapore 048623 up to 5:00 p.m. on Thursday, 10 February 2022 will be registered to determine shareholders’ entitlements to the proposed final dividend.

For Shareholders in Hong Kong

The branch register of members of the Company in Hong Kong will be closed between Friday, 11 February 2022 and Monday, 14 February 2022 (both days inclusive), during which period no transfer of Shares of the Company will be registered in Hong Kong. In order to determine shareholders’ entitlements to the proposed final dividend, all share transfers in Hong Kong, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 10 February 2022 .

For the purpose of determination of shareholders registered under the Singapore principal register of members and the Hong Kong branch register of members of the Company, all necessary documents, remittances accompanied by the relevant share certificates in respect of removal of Shares between the two (2) register of members, must be submitted no later than 5:00 p.m. and 4:30 p.m. on Friday, 28 January 2022 to the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 (for Singapore shareholders) and the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong shareholders), respectively.

As at the date of this notice, the Board comprises Mr. Lim Lung Tieng and Ms. Lim Bee Choo as executive Directors of the Company; and Ms. Ch’ng Li-Ling, Mr. Yong Chee Hiong and Mr. Chan Ka Leung Gary as independent non-executive Directors of the Company.

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HOLDING OF THE ANNUAL GENERAL MEETING THROUGH ELECTRONIC MEANS

1. Participation in the AGM via live webcast

In view of the ongoing COVID-19 situation, the AGM is being convened, and will be held by way of electronic means. The Company will not accept any physical attendance by shareholders.

The following steps are taken to allow shareholders to participate in the AGM:

  • (a) the Company will provide for the AGM to be shown by live webcast (“ Live Webcast ”), by way of (i) audio and video feed, or (ii) audio feed only, as shareholders may elect at their discretion;

  • (b) shareholders who wish to participate in the AGM via Live Webcast must register their details on the Company’s pre-registration website at https://smartagm.sg/LHN2022AGM by 10:00 a.m. on Tuesday, 25 January 2022 (“ Registration Deadline ”) for the Company to verify their status as shareholders;

  • (c) corporate shareholders must also submit the Corporate Representative Certificate to the Company at [email protected], in addition to the registration procedures as set out in paragraph (b) above, by the Registration Deadline, for verification purpose;

  • (d) verified shareholders will receive an email by 10:00 a.m. on Thursday, 27 January 2022 containing instructions to access the Live Webcast. Shareholders must not forward the link or their log-in details to third persons who are not shareholders and who are not entitled to attend the AGM proceedings;

  • (e) shareholders who do not receive an email by 10:00 a.m. on Thursday, 27 January 2022 but have registered by the Registration Deadline should email to: [email protected] for assistance, with the following details included: (i) shareholder’s full name; (ii) NRIC/FIN/Passport no. (if the shareholder is an individual) or the Company Registration No. (if the shareholder is a corporation); and (iii) manner in which the shares are held (e.g. via Central Depository/scrip/Supplementary Retirement Scheme (“ SRS ”)), for verification purposes; and

  • (f) shareholders, whose shares are not held under SRS and are registered under Depository Agents (“ DAs ”), must also contact their respective DAs to indicate their interest in order for their DAs to make the necessary arrangements for them to participate in the Live Webcast.

2. Submission of Questions prior to the AGM

Shareholders who have any questions in relation to any agenda item of this notice, shall send their queries to the Company in advance, by 10:00 a.m. on Friday, 21 January 2022, via electronic means at the URL https://smartagm.sg/LHN2022AGM or by post to the registered office of the Company at 10 Raeburn Park, #02-18, Singapore 088702 (for Singapore shareholders only), or at the Company’s principal place of business in Hong Kong at Unit 912, 9/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong Kong (for Hong Kong shareholders only). Shareholders will not be able to speak and/or raise questions during the Live Webcast, and therefore it is important for shareholders who wish to ask questions to submit such questions in advance of the AGM. The Company will endeavour to respond to substantial and relevant queries from shareholders prior to the AGM and/or at the AGM.

In view of the current COVID-19 measures which may make it difficult for Shareholders to submit their questions by post, Shareholders are strongly encouraged to submit their questions electronically via email.

3. Submission of Proxy Forms to Vote

A shareholder will not be able to vote through the Live Webcast and voting is only through submission of proxy form. If a shareholder (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as his/her/its proxy to vote on his/her/its behalf at the AGM. In appointing the Chairman of the AGM as proxy, a shareholder (whether individual or corporate) must give specific instructions as to voting, or abstentions from voting, in the proxy form, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.

A member of the Company (including a Relevant Intermediary (as defined below)) entitled to vote at the AGM must appoint Chairman of the AGM to act as proxy and direct the vote at the AGM in his/her stead. The Chairman of the AGM, as proxy, need not be a member of the Company.

The accompanying proxy form for the AGM may be accessed from the SGX-ST website at www.sgx.com or SEHK website at www.hkexnews.com.

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The instrument appointing the Chairman of the AGM as proxy, duly executed, must be submitted in hard copy form or electronically via email not less than seventy-two (72) hours before the time appointed for the holding of the AGM:

  • (a) If submitted by post, to be deposited at the registered office of the Company at 10 Raeburn Park, #02-18, Singapore 088702 (for Singapore shareholders only), or at the Company’s Branch Share Registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong shareholders only); and

  • (b) If submitted electronically, be submitted via email to the Company, at [email protected].

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.

The instrument appointing the Chairman of the AGM as proxy must be under the hand of the appointor or of his attorney duly authorised in writing and where such instrument is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer. Where an instrument appointing the Chairman of the AGM as proxy is signed on behalf of the appointor by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

Members who hold shares under SRS or Central Provident Fund, who wish to appoint the Chairman of the AGM as their proxy, should approach their SRS Operators and Central Provident Fund Agent Banks (as the case may be) to submit their votes by 18 January 2022, 5:00 p.m., being at least seven (7) working days before the AGM.

A “ Relevant Intermediary ” is:

  • (a) a banking corporation licensed under the Banking Act (Chapter 19) 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) and who holds shares in that capacity; or

  • (c) the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36), 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.

FY2021 ANNUAL REPORT

The FY2021 Annual Report of the Company has been uploaded on the websites of SEHK (www.hkexnews.hk), SGX-ST (www.sgx.com) and the Company (www.lhngroup.com).

PERSONAL DATA PRIVACY

By submitting an instrument appointing the Chairman of the AGM as proxy to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the AGM as proxy for the AGM and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM, and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines.

PERSONAL INFORMATION COLLECTION STATEMENT

Personal Data ” in this statement has the same meaning as “personal data” as defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your name(s) and address(es) and those of your proxy. For Shareholders on the register of members in Hong Kong, your supply of your and your proxy’s (or proxies’) Personal Data is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) Personal Data to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) Personal Data will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant Personal Data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Tricor Investor Services Limited at the above address.

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