CIRCULAR DATED 29 JULY 2022 ("CIRCULAR")

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in doubt about its contents or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all or any of your ordinary shares in the capital of Keong Hong Holdings Limited (the "Company"), you should immediately inform the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward notification to the purchaser or transferee, that this Circular (together with the Notice of EGM (as defined herein) and the accompanying Proxy Form (as defined herein)) may be accessed on SGXNet or the Company's website at https://www.keonghong.com/newsroom.html.

The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the contents of this Circular, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this Circular.

This Circular has been made available on SGXNet and the Company's website and may be accessed at the URL https://www.keonghong.com/newsroom.html.

A printed copy of this Circular will NOT be despatched to Shareholders.

The Company will conduct the EGM by way of electronic means pursuant to the COVID-19 Order (as defined herein). Alternative arrangements have been put in place relating to attendance at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visualwebcast), submission of questions to the Chairman of the EGM in advance of the EGM, addressing of substantial and relevant questions at the EGM and voting by appointing the Chairman of the EGM as proxy at the EGM.

Please refer to Section 6 (Action to be taken by Shareholders) of this Circular for further information, including the steps to be taken by Shareholders to participate at the EGM.

KEONG HONG HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

(Company Registration No.: 200807303W)

CIRCULAR TO SHAREHOLDERS

in relation to

THE PROPOSED CHANGE OF AUDITORS FROM BDO LLP TO MAZARS LLP

Important Dates and Times:

Last date and time for lodgement of Proxy Form

:

19 August 2022

at 9.30

a.m.

Date and time of Extraordinary General Meeting

:

22 August 2022

at 9.30

a.m., by way of

electronic means

TABLE OF CONTENTS

PAGE

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

1.

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

2.

THE PROPOSED CHANGE OF AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

3.

AUDIT COMMITTEE'S STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

4.

DIRECTORS' RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

5.

EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

6.

ACTION TO BE TAKEN BY SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

7.

DIRECTORS' RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

8.

DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .

14

PROXY FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

1

DEFINITIONS

In this Circular, the following definitions shall apply throughout unless the context otherwise requires otherwise stated:-

"Accountant Act"

:

Accountants Act (Chapter 2) of Singapore, as amended,

modified or supplemented from time to time.

"ACRA"

:

The Accounting & Corporate Regulatory Authority of

Singapore

"Act" or "Companies Act"

:

The Companies Act 1967 of Singapore, as amended or

modified from time to time

"AGM"

:

The Annual General Meeting of the Company

"Audit Committee"

:

The Audit Committee of the Company as at the Latest

Practicable Date

"BDO"

:

BDO LLP

"Board"

:

The board of Directors of the Company as at the date of

this Circular

"CDP"

:

The Central Depository (Pte) Limited

"Company"

:

Keong Hong Holdings Limited

"CPF"

:

The Central Provident Fund

"CPF Agent Banks"

:

Banks approved by CPF to be the agent banks for CPF

investors

"Circular"

:

This circular to Shareholders dated 29 July 2022

"Constitution"

:

The Constitution of the Company as at the date of this

Circular

"Directors"

:

Directors of the Company as at the time of this Circular

"EGM" or "Extraordinary

:

The extraordinary general meeting of the Company to be

General Meeting"

convened by way of electronic means on 22 August 2022 at

9.30 a.m., notice of which is set out on pages 14 and 15 of

this Circular

"FY"

:

Financial year ended/ending 30 September, as the case

may be

"Group"

:

The Company and its subsidiaries, collectively, as at the

date of this Circular

2

"Latest Practicable Date"

:

27 July 2022, being the latest practicable date prior to the

or "LPD"

printing of this Circular

"Listing Manual" or

:

The listing manual of the SGX-ST, as may be amended or

"Listing Rules"

modified from time to time

"Mazars"

:

Mazars LLP

"Notice of EGM"

:

The notice of the EGM which is set out on pages 14 and 15

of this Circular

"Ordinary Resolution"

:

Has the meaning ascribed to the term in Section 1.1 of this

Circular

"Proposed Change of

:

The proposed change of the Company's auditors from BDO

Auditors"

to Mazars

"Proxy Form"

:

The proxy form in respect of the EGM set out in this

Circular

"SFA"

:

The Securities and Futures Act (Chapter 289) of

Singapore, as amended, modified or supplemented from

time to time

"SGXNet"

"SGX-ST"

"Share(s)"

"Shareholders"

  • The system maintained by the SGX-ST announcements by listed companies
  • Singapore Exchange Securities Trading Limited
  • Ordinary share(s) in the capital of the Company
  • Registered holders of the Shares, except that where the registered holder is CDP, the term "Shareholders" shall, in relation to such Shares and where the context admits, mean the persons named as Depositors in the Depository Register maintained by CDP whose Securities Accounts are credited with those Shares

"SRS"

:

Supplementary Retirement Scheme

"SRS Operators"

:

Agent banks approved by CPF under the SRS

"Substantial Shareholder"

:

A person who has an interest in one (1) or more voting

Shares in the Company and the total votes attaching to that

Share, or those Shares, is not less than 5% of the total

votes attached to all the voting Shares in the Company

"%"

:

Per cent or percentage

"S$" and "cents"

:

Singapore dollars and cents, respectively, being the lawful

currency of the Republic of Singapore

3

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

The term "subsidiary" shall have the meaning ascribed to it under Section 5 of the Companies Act.

The term "treasury shares" shall have the same meaning ascribed to it in Section 4 of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word or term defined under the Companies Act, or the Listing Manual or any modification thereof and used in this Circular shall have the meaning assigned to it under the Companies Act or the Listing Manual or any statutory modification thereof, as the case may be.

Any reference to a time of day and to dates in this Circular shall be a reference to Singapore time and dates, respectively, unless otherwise stated.

.

4

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Keong Hong Holdings Ltd. published this content on 29 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2022 01:53:07 UTC.