JADI IMAGING HOLDINGS JADI IMAGING HOLDINGS BERHAD
[Registration No. 200001023711 (526319-P)]
(Incorporated in Malaysia)
MINUTES OF THE TWENTY-FIRST ("21ST") ANNUAL GENERAL MEETING OF JADI IMAGING HOLDINGS BERHAD HELD ON A FULLY VIRTUAL BASIS THROUGH LIVE STREAMING FROM THE BROADCAST VENUE AT LOT 18.2, 18TH FLOOR, MENARA LIEN HOE, NO. 8, PERSIARAN TROPICANA, TROPICANA GOLF & COUNTRY RESORT, 47410 PETALING JAYA, SELANGOR DARUL EHSAN ON WEDNESDAY, 21 SEPTEMBER 2022 AT 2:00 P.M.
Present at | : | Board of Directors |
Broadcast Venue | Mr Leow Wey Seng - Independent Non-Executive Director | |
(in the Chair) | ||
Mr Ong Gim Hai ("Mr Desmond Ong") - Executive Director | ||
Mr Ling Chi Hoong - Independent Non-Executive Director | ||
Ms Tan Su Ning - Independent Non-Executive Director | ||
In Attendance | In Attendance | |
Mr Tan Kok Siong - Company Secretary | ||
Ms Joanna Tan Gaik Ean - Representatives from | ||
Workshire Corporate Services Sdn Bhd | ||
Mr Ong Teng Yan - External Auditor | ||
Attended via Video | : | Board of Director |
Conferencing | Mr Dai ShuChun - Non-IndependentNon-Executive Director | |
Representatives from Messrs Baker Tilly Monteiro Heng | ||
PLT - External Auditors | ||
Ms Teresa Chin | ||
Mr Robert Yee Chang Wai | ||
Representatives from Workshire Corporate Services Sdn | ||
Bhd - Company Secretary | ||
Ms Casey Liong Xin Ling |
Attendance of Shareholders
The attendance of members/corporate representatives/proxies is as per the Summary of Attendance List via the Remote Participation and Voting ("RPV") facilities operated by Mlabs Research Sdn Bhd ("Mlabs") in Malaysia via https://rebrand.ly/JADI-AGM.
CHAIRMAN
On behalf of the Board of Directors of Jadi Imaging Holdings Berhad ("JADI" or "the Company"), Mr Leow Wey Seng, the Independent Non-Executive Director of the Company and the appointed Chairperson of the meeting ( "Chairperson"), welcomed the members and attendees to the Company's 21st Annual General Meeting ("21st AGM"). Chairperson informed that as part of the Company's safety measures to curb the spread of the Covid-19 pandemic, the 21st AGM was convened on a fully virtual basis through live streaming from the Broadcast Venue.
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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]
MINUTES OF THE 21ST ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2022
Chairperson introduced the Board members, the Company Secretary and the External Auditors to the members.
NOTICE
The notice convening the meeting dated 28 July 2022, having been circulated earlier to all the members of the Company within the statutory period, was taken as read.
QUORUM
Chairperson informed the meeting that the Constitution of the Company required the presence of at least two members or proxies or corporate representatives to form a quorum. For a fully virtual general meeting, the quorum shall be determined by the number of members who logged-in at the commencement of the meeting.
Upon confirming the presence of the requisite quorum pursuant to the Company's Constitution as confirmed by the Company Secretary, the Chairperson called the meeting to order at 2:00 p.m.
POLLING AND ADMINISTRATIVE MATTERS
Chairperson informed that pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the notice of a general meeting must be voted by poll.
Pursuant to the Company's Constitution, Chairperson declared that all resolutions set out in the Notice of the 21st AGM shall be voted by poll. The poll would be conducted after all items on the agenda were dealt with.
Chairperson then briefed the members on the flow of the meeting as follows:-
- The meeting to go through all the nine (9) Ordinary Resolutions of the Company as set out in the Notice of the 21st AGM.
- Questions and Answers ("Q&A") session whereby the Board addressed the questions submitted by the members using Q&A panel via the RPV facilities.
- After having dealt with the Q&A, all the nine Ordinary Resolutions shall be put to vote electronically via RPV application operated by Mlabs.
The members were informed that the Company had appointed Aldpro Corporate Services Sdn Bhd as the poll administrator to conduct the polling process and CSC Securities Services Sdn Bhd as the independent scrutineer to verify the poll results.
The guide on the remote voting procedures and the manner to navigate through the RPV application were then shared to the members.
Chairperson informed that the online voting on all the Ordinary Resolutions would remain open until the closure of voting session to be declared by himself.
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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]
MINUTES OF THE 21ST ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2022
LETTER FROM THE MINORITY SHAREHOLDERS WATCH GROUP
Chairperson informed the meeting that the Company received a letter dated 5 September 2022 from the Minority Shareholders Watch Group ("MSWG") and the Company had prepared a letter of reply accordingly.
Chairperson then invited Mr Desmond Ong, the Executive Director of the Company, to share the questions raised by MSWG as per the letter and present the Company's reply to MSWG.
The letter dated 5 September 2022 from the MSWG together with the Company's letter of reply marked as "Appendix A1" and "Appendix A2" respectively are attached hereto, shall formed part of these minutes.
Chairperson then proceeded with the business of the agenda of the 21st AGM.
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AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022 AND THE REPORTS OF THE DIRECTORS AND AUDITORS
The Audited Financial Statements for the financial year ended 31 March 2022 ("AFS FYE 2022") together with the Reports of the Directors and Auditors, having been circulated to all the members of the Company within the statutory period, were tabled to the meeting.
Chairperson informed that the AFS FYE 2022 was meant for discussion only as pursuant to the Companies Act 2016, the AFS does not require a formal approval of the members. Therefore, it was not put forward for voting.
Chairperson declared that the AFS FYE 2022 together with the Reports of the Directors and Auditors thereon be received. - RESOLUTION 1 - DIRECTORS' FEES OF RM606,000 FOR THE PERIOD FROM 1 APRIL 2022 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
Chairperson proceeded to Resolution 1 on the payment of the Directors' Fees of RM606,000 for the period from 1 April 2022 until the next Annual General Meeting of the Company. The following resolution was put to the meeting for consideration and voting:-
"THAT the payment of the Directors' Fees of RM606,000 for the period from 1 April 2022 until the next Annual General Meeting of the Company be approved." - RESOLUTION 2 - DIRECTORS' BENEFITS UP TO AN AMOUNT OF RM32,500 FOR THE PERIOD FROM THIS 21ST ANNUAL GENERAL MEETING UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
Chairperson moved on to Resolution 2 on the payment of the Directors' Benefits up to an amount of RM32,500 for the period from this 21st Annual General Meeting until the next Annual General Meeting of the Company. The following resolution was put to the meeting for consideration and voting:-
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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]
MINUTES OF THE 21ST ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2022
"THAT the payment of the Directors' Benefits up to an amount of RM32,500 for the period from this 21st Annual General Meeting until the next Annual General Meeting of the Company be approved."
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RESOLUTION 3 - RE-ELECTION OF MR ONG GIM HAI WHO RETIRES PURSUANT TO CLAUSE 78 OF THE COMPANY'S CONSTITUTION
Chairperson then moved on to Resolution 3 on the re-election of Mr Ong Gim Hai. The following resolution was put to the meeting for consideration and voting:-
"THAT Mr Ong Gim Hai retiring pursuant to Clause 78 of the Company's Constitution and being eligible, be re-elected as Director of the Company." - RESOLUTION 4 - RE-ELECTION OF MR LEOW WEY SENG WHO RETIRES PURSUANT TO CLAUSE 78 OF THE COMPANY'S CONSTITUTION
As Resolution 4 was concerning the re-election of Mr Leow Wey Seng, Chairperson passed the chair to Mr Desmond Ong to proceed with Resolution 4.
Mr Desmond Ong took over the chairmanship of the meeting and put the following resolution to the meeting for consideration and voting:-
"THAT Mr Leow Wey Seng retiring pursuant to Clause 78 of the Company's Constitution and being eligible, be re-elected as Director of the Company."
Mr Desmond Ong then passed the chair back to the Chairperson to continue the proceedings of the meeting. - RESOLUTION 5 - RE-ELECTION OF MR LING CHI HOONG WHO RETIRES PURSUANT TO CLAUSE 78 OF THE COMPANY'S CONSTITUTION
Chairperson moved on to Resolution 5 on the re-election of Mr Ling Chi Hoong. The following resolution was put to the meeting for consideration and voting:-
"THAT Mr Ling Chi Hoong retiring pursuant to Clause 78 of the Company's Constitution and being eligible, be re-elected as Director of the Company." - RESOLUTION 6 - RE-ELECTION OF MS TAN SU NING WHO RETIRES PURSUANT TO CLAUSE 78 OF THE COMPANY'S CONSTITUTION
Chairperson then moved on to Resolution 6 on the re-election of Ms Tan Su Ning. The following resolution was put to the meeting for consideration and voting:-
"THAT Ms Tan Su Ning retiring pursuant to Clause 78 of the Company's Constitution and being eligible, be re-elected as Director of the Company."
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JADI IMAGING HOLDINGS BERHAD [200001023711 (526319-P)]
MINUTES OF THE 21ST ANNUAL GENERAL MEETING HELD ON 21 SEPTEMBER 2022
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RETIREMENT OF MR DAI SHUCHUN AS NON-INDEPENDENTNON-EXECUTIVE DIRECTOR
The item 5 of the Agenda was in relation to Mr Dai ShuChun's retirement as Non- Independent Non-Executive Director of the Company.
Chairperson informed that Mr Dai ShuChun, who is retiring by rotation pursuant to Clause 76 of the Company's Constitution, had expressed his intention not to seek for re-election and that he would retain office until the conclusion of the Annual General Meeting.
Chairperson further informed that the retirement of Mr Dai ShuChun was meant for notation only and does not require a formal approval of the members. Therefore, it was not put forward for voting.
The Board put on record of appreciation to Mr Dai ShuChun for his support, commitment and invaluable contributions rendered to the Group during his tenure of appointment.
Chairperson declared that the retirement of Mr Dai ShuChun as Non-IndependentNon-Executive Director of the Company upon the conclusion of the 21st Annual General Meeting be hereby noted. - RESOLUTION 7 - RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY
Chairperson moved on to Resolution 7 on the re-appointment of Auditors. The Chairperson informed that Messrs Baker Tilly Mointero Heng PLT had indicated their willingness to continue in office. He then put the following resolution to the meeting for consideration and voting:-
"THAT Messrs Baker Tilly Monteiro Heng PLT be hereby re-appointed as Auditors of the Company at a fee to be agreed upon with the Directors and to hold office until the conclusion of the next Annual General Meeting AND THAT the Directors be authorised to fix their remuneration." - RESOLUTION 8 - AUTHORITY TO ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
Chairperson then moved on to Resolution 8 on the authority for the Directors to allot shares pursuant to Sections 75 and 76 of the Companies Act 2016.
Chairperson informed the meeting that the Company had on 15 September 2022, issued an Addendum to the Notice of 21st AGM, to include waiver of pre-emption rights in compliance with Section 85 of the Companies Act 2016 read together with Clause 12(3) of the Constitution of the Company.
Chairperson declared that the full text of the proposed resolution read together with the amendment made thereof be taken as read.
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Jadi Imaging Holdings Bhd published this content on 04 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2022 02:45:00 UTC.
