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Wee Hur Holdings Ltd Proxy Solicitation & Information Statement 2017

Nov 6, 2017

74213_rns_2017-11-05_10f47689-8a4c-43f3-bbca-eb4f07c4dea8.pdf

Proxy Solicitation & Information Statement

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WEE HUR HOLDINGS LTD.

WEE HUR HOLDINGS LTD.

(Company Registration Number 200619510K)

(Incorporated in the Republic of Singapore)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “ EGM ”) of Wee Hur Holdings Ltd. (the “ Company ”) will be held at Quality Hotel Marlow Singapore, Quality Ballroom, 201 Balestier Road, Singapore 329926 on 21 November 2017 at 10.30 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following ordinary resolutions:

Unless otherwise defined, all capitalised terms herein shall have the same meanings as defined in the circular to shareholders of the Company dated 6 November 2017 (the “Circular”).

ORDINARY RESOLUTION 1

THE PROPOSED RATIFICATION OF THE SUBSCRIPTION OF SECURITIES BY GOH YEOW LIAN, GOH YEW TEE, GOH YEO HWA, GOH YEW GEE, GOH YEU TOH AND GOH YEW LAY, THROUGH THEIR RESPECTIVE SPECIAL PURPOSE VEHICLES, IN THE WEE HUR PBSA MASTER TRUST, REPRESENTING COLLECTIVELY 4.75% OF THE WEE HUR PBSA MASTER TRUST AS AT THE DATE OF THE CIRCULAR

THAT the Initial IPT Subscription undertaken by Goh Yeow Lian, Goh Yew Tee, Goh Yeo Hwa, Goh Yew Gee, Goh Yeu Toh and Goh Yew Lay through their respective Special Purpose Vehicles in respect of their subscription of Securities in the Wee Hur PBSA Master Trust, details of which are set out in the Circular, being interested person transactions for the purposes of Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, be and are hereby approved, confirmed and ratified.

ORDINARY RESOLUTION 2

THE PROPOSED TRANSFER OF A PLOT OF LAND FRONTING TURBOT STREET IN BRISBANE, AUSTRALIA, TO A SUB-TRUST OF THE WEE HUR PBSA MASTER TRUST IN WHICH THE COLLECTIVE INTEREST OF GOH YEOW LIAN, GOH YEW TEE, GOH YEO HWA, GOH YEW GEE, GOH YEU TOH AND GOH YEW LAY, WHETHER DIRECTLY OR INDIRECTLY INCLUDING THROUGH THEIR RESPECTIVE SPECIAL PURPOSE VEHICLES, MAY BE INCREASE FROM 4.75% TO NOT MORE THAN 15.0%

THAT CONTINGENT UPON THE PASSING OF ORDINARY RESOLUTION 1 ABOVE:

  • (a) pursuant to Chapter 9 and if applicable, Chapter 10, of the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be and is hereby given for the transfer by Wee Hur (Ann Street) Pty Ltd (“ WHAS ”), a wholly owned subsidiary of the Company, of the Turbot Land to a sub-trust of the Wee Hur PBSA Master Trust at a consideration equivalent to (i) the latest available net book value of the Turbot Land immediately prior to the proposed disposal or (ii) the market value of the Turbot Land based on a valuation report to be commissioned by WHAS prior to the transfer of the Turbot Land, whichever is higher (the “ Proposed Turbot Disposal ”);

  • (b) pursuant to Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be and is hereby given for the proposed increase in the collective interest of Goh Yeow Lian, Goh Yew Tee, Goh Yeo Hwa, Goh Yew Gee, Goh Yeu Toh and Goh Yew Lay, whether directly or indirectly, in the Wee Hur PBSA Master Trust from 4.75% to not more than 15.0%, by them subscribing for such further Securities in Wee Hur PBSA Master Trust on the same terms and conditions as other unrelated Subscribers, thereby resulting in them holding, collectively, an interest of not more than 15.0% in the Wee Hur PBSA Master Trust (the “ Proposed Additional IPT Subscription ”); and

  • (c) the Directors and/or any of them be and is hereby authorised to complete and do all such acts and things (including executing all such documents and ancillary agreements and to make all such amendments thereto as may be required in connection with the Proposed Turbot Disposal and/or the Proposed Additional IPT Subscription) as they and/or he may in his absolute discretion consider necessary, desirable or expedient in the interests of the Company to give effect to the Proposed Turbot Disposal, the Proposed Additional IPT Subscription and/or this Ordinary Resolution.

By order of the Board of Directors

Tan Ching Chek and Teo Ah Hiong Joint Company Secretaries 6 November 2017, Singapore

Notes:

  • (1) Except for a member who is a Relevant Intermediary as defined under Section 181(6) of the Companies Act, a member is entitled to appoint not more than two (2) proxies to attend, speak and vote at the EGM. Where a member appoints more than one (1) proxy, the proportion of his concerned shareholding to be represented by each proxy shall be specified in the proxy form. A proxy need not be a member of the Company.

  • (2) Pursuant to Section 181(1C) of the Companies Act, a member who is a Relevant Intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the proxy form.

  • (3) The instrument appointing a proxy or proxies must be signed by the appointer or his attorney duly authorised in writing. If the appointer is a corporation, the instrument appointing a proxy or proxies must be executed under common seal or the hand of its duly authorised officer or attorney.

  • (4) The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 39 Kim Keat Road, Wee Hur Building, Singapore 328814 not less than seventy-two (72) hours before the time appointed for holding the EGM.

  • (5) A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited not less than seventy-two (72) hours before the time appointed for holding the EGM in order for the Depositor to be entitled to attend, speak and vote at the EGM.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, 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 EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), 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 EGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the EGM. Accordingly, the personal data of a member of the Company (such as his name, his presence at the EGM and any questions he may raise or motions he propose/second) may be recorded by the Company for such purpose.

In addition, the Company may upon the request of any member, provide such member with a copy of the minutes of the EGM which may contain a member’s personal data as explained above. By participating in the EGM, raising any questions and/or proposing/seconding any motion, a member will be deemed to have consented to have his personal data recorded and dealt with for the purposes and in the manner explained above.