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PROSPERA GLOBAL LIMITED — Proxy Solicitation & Information Statement 2022
Apr 7, 2022
67728_rns_2022-04-07_d8c51a01-1ce0-40d7-a174-bed2081697e1.pdf
Proxy Solicitation & Information Statement
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SINJIA LAND LIMITED
Registration No. 200402180C
NOTICE OF ANNUAL GENERAL MEETING
| NOTICE IS HEREBY GIVENthat the 2022 Annual General Meeting of the shareholders of the Company be held by way of electronic means on Monday, 2 2.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions:– |
5 April 2022 at |
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| AS ORDINARY BUSINESS | |
| 1. To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2021 together with the Auditors’ Report thereon. |
Resolution 1 |
| 2. To re-elect Mr Li Anhua, who is retiring in accordance with Article 115 of the Company’s Constitution, as a Director of the Company. [See Explanatory Note (i)] |
Resolution 2 |
| 3. To re-elect Mr Cheong Weixiong, who is retiring in accordance with Article 115 of the Company’s Constitution, as a Director of the Company. [See Explanatory Note (ii)] |
Resolution 3 |
| 4. To approve the payment of Directors’ fees of S$135,000 for the financial year ended 31 December 2021 (2020: S$169,500). |
Resolution 4 |
| 5. To re-appoint PKF-CAP LLP as the Company’s Auditors for the ensuing year and to authorise the Directors to fix their remuneration. AS SPECIAL BUSINESS |
Resolution 5 |
| To consider and, if thought fit, to pass the following as ordinary resolution, with or without amendments: | |
| 6. Authority to allot and issue shares |
Resolution 6 |
| (a) “That pursuant to Section 161 of the Companies Act 1967. (“Companies Act”) and Rule 806 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (“Catalist Rules”), authority be and is hereby given to the Directors of the Company to: |
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| (i) allot and issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; and/or |
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| (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, |
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| at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fit; and |
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| (b) provided that: |
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(i) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 100% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings (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 existing shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed 50% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings (as calculated in accordance with subparagraph (ii) below); |
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| (ii) (subject to such manner of calculation as may be prescribed by the Catalist Rules), 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) at the time this Ordinary Resolution is passed, after adjusting for:– |
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| (a) new Shares arising from the conversion or exercise of the Instruments or any convertible securities; (b) new Shares arising from exercising share options or vesting of share awards, provided that such share options or share awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and (c) any subsequent bonus issue, consolidation or sub-division of Shares; |
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Adjustments in accordance with the above 6(b)(ii)(a) or 6(b)(ii)(b) 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 the passing of the resolution approving the mandate. |
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| (iii) in exercising the authority conferred by this Ordinary 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 SGX-ST) and the Constitution for the time being of the Company; and (iv) unless revoked or varied by the Company in general meeting, such authority conferred by this Ordinary Resolution shall continue in force until the conclusion of the next annual general meeting of the Company or by 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 (iii)] |
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| 7. To transact any other ordinary business which may be properly be transacted at an Annual General Meeting of the Company. By Order Of the Board |
LEE FUT HUA Company Secretary Date: 8 April 2022
Explanatory Notes: (i) Mr Li Anhua (“ Mr Li ”), if re-elected, will remain as the Independent Director, Non-Executive Chairman of the Board Committee, Audit Committee, Nominating Committee and Remuneration Committee. The Board considers Mr Li to be independent for the purpose of Rule 704(7) of the Listing Manual Section B: Rules of Catalist. The key information of Mr Li can be found under the sections entitled “Board of Directors”, “Corporate Governance Report – Principle 4” and “Directors’ Statement” of the Company’s Annual Report 2021. Mr Li does not have any relationships, including immediate family relationships with the Directors, the Company or its 10% shareholders. (ii) Mr Cheong Weixiong (“ Mr Cheong ”), if re-elected, will remain as the Group Chief Executive Officer. The key information of Mr Cheong can be found under the sections entitled “Board of Directors”, “Corporate Governance Report – Principle 4” and “Directors’ Statement” of the Company’s Annual Report 2021. (iii) Resolution 6, if passed, will empower the Directors of the Company, from the date of this Annual General Meeting until the date of the next Annual General Meeting, or the date by which the next Annual General Meeting is required by law to be held or the date such authority is revoked by the Company in a general meeting, whichever is the earliest, to allot and issue Shares and convertible securities in the Company. The aggregate number of shares (including any Shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed 100% of the Company’s total number of issued Shares excluding treasury shares and subsidiary holdings, of which up to 50% of the total number of issued Shares excluding treasury shares and subsidiary holdings, in the capital of the Company may be issued other than on a pro-rata basis to existing shareholders.
Notes:
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(a) A Shareholder (including a relevant intermediary) entitled to vote at the Annual General Meeting (the “ AGM* ”) must appoint Chairman of the AGM to act as proxy and direct the vote at the AGM.
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(b) The instrument appointing the Chairman of the AGM as proxy must be under the hand of the appointor or on his/her attorney duly authorised in writing. Where the instrument appointing the Chairman of the AGM as proxy is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or duly authorised officer, failing which the instrument of proxy may be treated as invalid.
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(c) A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM, in accordance with Section 179 of the Companies Act 1967 of Singapore.
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(d) In the case of joint shareholders, all holders must sign the form of proxy.
IMPORTANT NOTICE TO SHAREHOLDERS ON ALTERNATIVE ARRANGEMENTS FOR THE AGM:
In view of the safe distancing regulations to hold physical meetings and to minimize physical interactions and COVID-19 transmission risks, the Company will conduct its AGM 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 Holders) Order 2020. Printed copies of this notice of AGM (“ Notice ”), the proxy form and the FY 2021 Annual Report will not be sent to Shareholders. Instead, the documents will be made available to Shareholders via publication on the Company’s corporate website at http://www.sinjl.com/ and on the SGX website at https://www.sgx.com/securities/company-announcements.
Alternative arrangements relating to, among others, attendance at the AGM by way of electronic means (including arrangements by which the AGM can be electronically accessed via live audio-visual webcast or live audio-only stream), submission of questions in advance of the AGM, addressing of substantial and relevant questions prior to, or at the AGM and/or voting by appointing the Chairman of the AGM as proxy at the AGM, are set out below.
Due to the current COVID-19 situation and the related elevated safe distancing measures in Singapore, a Shareholder _(including a relevant intermediary)_ will not be able to attend the AGM in person. A Shareholder (whether individual or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such Shareholder wishes to exercise his/her/its voting rights at the AGM. * Pursuant to Section 181 of the Companies Act 1967 of Singapore, any shareholder who is a relevant intermediary is required to appoint the Chairman of the AGM to attend and vote at the AGM. Relevant intermediary is either: (i) a banking corporation licensed under the Banking Act 1970 or its wholly-owned subsidiary which provides nominee services and holds shares in that capacity; (ii) a capital market services license holder which provides custodial services for securities under the Securities and Futures Act 2001 and holds in that capacity; or (iii) the Central Provident Fund (“ CPF ”) Board established by the Central Provident Fund Act 1953, in respect of shares purchased on behalf of CPF investors. Shareholders may participate at the AGM by taking note of the following steps: 1. Registration for Live Webcast A Shareholder will be able to follow the proceedings of the AGM through a live audio-visual webcast or live audio-only stream (collectively, “ Live Webcast ”) via mobile phone, tablet, computer or any such electronic device. In order to do so, a Shareholder must pre-register no later than 2.00pm, 22 April 2022 (“ Registration Deadline ”), at [email protected] for authentication of their status as Shareholders. For verification purpose, shareholders must provide the Company with their particulars (comprising full name (for individual)/company name (for corporate), email address, contact number, NRIC/passport number/company registration number, shareholding type and number of shares held). Shareholders who have been authenticated will receive email instructions to access the Live Webcast of the proceedings of the AGM by 2.00 pm on 22 April 2022. Shareholders who have registered by the Registration Deadline but did not receive email instructions by 9.00 am on 25 April 2022 may contact the Company, contact the Company at (65) 6224 7320 or email at [email protected] for assistance. Shareholders must not forward the abovementioned email instructions to other persons who are not Shareholders and who are not entitled to attend the AGM. This is also to avoid any technical disruptions or overload to the Live Webcast. 2. Shareholders’ Queries Shareholders will not be able to speak or ask questions during the Live Webcast, therefore it is important for them to submit their questions in advance of the AGM. All questions must be submitted no later than 2.00 pm on 20 April 2022 to the Company via email to [email protected]. For verification purpose, when submitting any questions by post or via email, Shareholders MUST provide the Company with their particulars (comprising full name (for individuals)/company name (for corporates), email address, contact number, NRIC/passport number/company registration number, shareholding type and number of shares held). The Company will endeavor to address the substantial queries from Shareholders prior to, or at the AGM and upload the Company’s responses on the SGX website and the Company’s website. The minutes of the AGM, which include responses to substantial queries from the Shareholders which are addressed during the AGM, shall thereafter be published on SGX website and the Company’s corporate website, within one (1) month from the conclusion of the AGM. 3. Proxy Voting A Shareholder (including a relevant intermediary) will not be able to attend the AGM physically in person. 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 attend, speak and vote on his/her/its behalf at the AGM. The instrument appointing the Chairman of the AGM as proxy has been uploaded together with this Notice of AGM on SGX website on the same day. Shareholders (whether individual or corporate) appointing the Chairman of the AGM as proxy must give specific instructions as to his/her/its manner of 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. The instrument appointing the Chairman of the AGM as proxy, together with the power of attorney or other authority under which it is signed (if applicable) or a notarial certified copy thereof, must: (a) if by post, to be lodged at the Company’s registered address at 16 Kallang Place, #01-16 Singapore 339156 (Opening Hours is 8.30 am to 5.30 pm, Mondays to Fridays (excluding Public Holidays); or (b) if sent by email to [email protected] in either case, not less than 48 hours before the time for holding the AGM and at any adjournment thereof. A Shareholder who wishes to submit an instrument of proxy by (a) and (b) must first download the proxy form, which is available on SGX website at https://www.sgx.com/securities/company-announcements, complete and sign the proxy form, before submitting it by post to the address provided above, or scanning , complete and sign the proxy form, before submitting it by post to the address provided above, or 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 Shareholders to submit competed proxy forms by post, Shareholders are strongly encouraged to submit completed proxy forms electronically via email. The Company shall be entitled to reject the instrument appointing the Chairman of the AGM as proxy if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the AGM as proxy (such as in the case where the appointor submits more than one instrument of proxy). In the case of shares entered in the Depository Register, a Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time fixed for holding the AGM in order for the Depositor to be entitled to appoint the Chairman of the AGM as proxy. The Annual Report 2021 has been uploaded on SGX website on 7 April 2022 after trading hours. 4. Persons who hold shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967): (a) Persons holding shares through Central Provident Fund (“ CPF” ) and Supplementary Retirement Scheme (“ SRS ”) (“ CPF/SRS investors ”) who wish to participate in the AGM by (i) observing and/or listening to the AGM proceedings via “live” audio-and- visual webcast; and (ii) submitting questions in advance of the AGM, should follow the steps for pre-registration and presubmission of questions set out in the above. However, CPF/SRS investors who wish to appoint the Chairman as proxy to attend, speak and vote on their behalf should approach their respective CPF Agent Banks or SRS Operators to submit their voting instructions by 5.00 pm on 12 April 2022 , at least 7 working days before the date of the AGM. (b) Investors holding shares through relevant intermediaries (other than CPF/SRS investors) who wish to participate in the AGM by (i) observing the AGM proceedings via “live” audio-and-visual webcast; (ii) submitting questions in advance of the AGM; and/or (iii) appointing the Chairman as proxy to attend, speak and vote on their behalf at the AGM, should contact the relevant intermediary through which they hold such shares as soon as possible in order to make the necessary arrangements for them to participate in the AGM. Important Notice: Due to the evolving COVID-19 situation in Singapore, the Company may change the AGM arrangements at short notice. The Company will announce any changes to the holding or conduct of the AGM via the SGX website. Shareholders are advised to check the SGX website regularly for updates on the AGM. Personal Data Privacy:* By (a) submitting an instrument appointing the Chairman of the AGM as proxy to attend and vote at the AGM and/or any adjournment thereof, or (b) submitting details for the registration to observe the proceedings of the AGM via Live Webcast, or (c) submitting any question prior to the AGM in accordance with this Notice, a Shareholder consents to the collection, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the following purposes: (i) processing and administration by the Company (or its agents or service providers) of proxy forms appointing the Chairman of the AGM as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof); (ii) processing of the registration for purpose of granting access to Shareholders (or their corporate representatives in the case of Shareholders which are legal entities) to the Live Webcast to observe the proceedings of the AGM and providing them with any technical assistance where necessary; (iii) addressing substantial and relevant questions from Shareholders received before the AGM and if necessary, following up with the relevant Shareholders in relation to such questions; (iv) preparation and compilation of the attendance list, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof); and (v) enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines by the relevant authorities. 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 (such as his name, his presence at the AGM and any questions he may raise or motions he propose/second) may be recorded by the Company for such purpose.
A Shareholder who wishes to submit an instrument of proxy by (a) and (b) must first download the proxy form, which is available on SGX website at https://www.sgx.com/securities/company-announcements, complete and sign the proxy form, before submitting it by post to the address provided above, or scanning , complete and sign the proxy form, before submitting it by post to the address provided above, or 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 Shareholders to submit competed proxy forms by post, Shareholders are strongly encouraged to submit completed proxy forms electronically via email. The Company shall be entitled to reject the instrument appointing the Chairman of the AGM as proxy if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the AGM as proxy (such as in the case where the appointor submits more than one instrument of proxy).
This notice has been prepared by the Company and its contents have been reviewed by the Company’s sponsor (“ Sponsor ”), Evolve Capital Advisory Private Limited, in accordance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (“ Exchange ”) Listing Manual Section B: Rules of Catalist for compliance with the relevant rules of the Exchange. The Company’s Sponsor has not independently verified the contents of this notice including the correctness of any of the figures used, statements or opinions made.
This notice has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this notice, including the correctness of any of the statements or opinions made or reports contained in this notice. The contact person for the Sponsor is Mr Jerry Chua Telephone number: 6241 6626