Full Press Release Details
Therapeutics Limited
STATEMENT AND NOTICE OF
GENERAL MEETING OF SHAREHOLDERS
| To the shareholders of | April 19, 2024 | |
| CytoMed Therapeutics Limited | Singapore |
is my pleasure to invite you to our Annual General Meeting of Shareholders of CytoMed Therapeutics Limited (the "Company")
on May 15, 2024, at 11:00 A.M., Singapore time (May 14, 2024, at 11:00 P.M., Eastern Time). The meeting will be held at 1 Commonwealth
Lane, #08-22, One Commonwealth, Singapore 149544 (the "AGM").
matters to be acted upon at the meeting are described in the Notice of Annual General Meeting of Shareholders and Proxy Statement.
VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, WE URGE YOU TO VOTE AND SUBMIT
YOUR PROXY BY INTERNET OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE MEETING, PLEASE CONTACT
YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.
| By order of the Board of Directors, | |
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Director and Chairman |
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Therapeutics Limited (THE "COMPANY")
| TIME: | May 15, 2024, at 11:00 A.M., Singapore Time (May 14, 2024, at 11:00 P.M., Eastern Time) | |
| PLACE: | 1 Commonwealth Lane, #08-22, One Commonwealth, Singapore 149544 |
notice of the AGM sets out the business proposed to be conducted at the AGM, which includes both routine and special business, with the
record date set as 13 May 2024 for purposes of determining eligibility to vote. The notice of AGM includes a form of proxy and voting
instruction and is available at the Company's website at www.cytomed.sg.
AGM will be held physically, shareholders who are overseas will be able to watch and listen to the proceeding by webcast. Shareholders
will also be able to submit questions relating to the items on the Proposals set out in the Notice of AGM in advance of the AGM. In order
to be able to watch and listen to the meeting and to submit questions in advance, shareholders are required to register in advance of
the AGM, by emailing to enquiry@cytomed.sg.
wishing to vote are required to complete a form of proxy and voting instruction (contained in the notice of the AGM) to appoint the chairman
of the AGM to cast their votes in accordance with their instructions. The form of proxy and voting instruction (contained in the notice
of the AGM) must be completed and returned in accordance with the instructions contained therein by May 12, 2024, at 10:59 A.M., Singapore
Time (May 11, 2024, at 10:59 P.M., Eastern Time) in the case of Beneficial Shareholders whose interests in the Company are reflected
on the depository register (or by May 12, 2024, at 10:59 A.M., Singapore Time (May 11, 2024, at 10:59 P.M., Eastern Time) in the case
of other shareholders).
ARE RECEIVING THIS VOTING INFORMATION ON A MAILING RECORD DATE OF APRIL 19, 2024. THE TRUE RECORD DATE FOR THE AGM IS MAY 13, 2024. THUS,
FOR YOUR VOTING INSTRUCTIONS TO BE COUNTED YOU MUST BE A HOLDER AS WELL ON MAY 13, 2024, OTHERWISE YOUR VOTES WILL NOT COUNT.
purpose of the AGM is for the Shareholders of the Company to consider and, if thought fit, pass, with or without modifications, the following
| Proposal One | By an ordinary resolution, to receive and adopt the Directors' Statement, the audited financial statements of the Company for the financial year ended December 31, 2023; | |
| Proposal Two | By an ordinary resolution, to receive and adopt the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2023; | |
| Proposal Three | By an ordinary resolution, to approve the re-election of Mr. Choo Chee Kong who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as a Director. To also note the resignation of Mr. Wu Tao Thomas and Dr Lucas Luk Tien Wee as Directors. Both have given notice to the Company that they do not wish to stand for re-election as Directors; | |
| Proposal Four | By an ordinary resolution, to ratify the appointment of WWC, P.C., as the Company's independent registered public accounting firm for the financial year ending December 31, 2024 and that the Directors be empowered to fix the auditors' remuneration in their absolute discretion; | |
| Proposal Five | By an ordinary resolution, to ratify the appointment of KE Trust PAC as the Company's independent registered public accounting firm for the financial year ending December 31, 2024 and that the Directors be empowered to fix the auditors' remuneration in their absolute discretion; |
| Proposal Six | By an ordinary resolution, to approve payment of Directors' fees of US$90,000 for the financial year ending December 31, 2024, and payment of Directors' fees of US$70,000 for the financial year ended December 31, 2023. | |
| Proposal Seven | By an ordinary resolution, to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four or Proposal Five. |
| Proposal Eight | By an ordinary resolution, to resolved that: | |||
| (a) | Pursuant to Section 161 of the Singapore Companies Act 1967 (the " Singapore Companies Act ") the Directors be and are hereby authorised to issue such number of new ordinary shares in the capital of the Company as may be approved by the board of Directors (the " Board "), such shares to rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company in connection with the initial public offering of the Company at the price(s) to be determined by the Board and on such terms and conditions as the Board may at any time and from time to time think fit and allot the same to such members of the public and/or private placees who shall have applied for the shares in connection with the admission of the Company to Nasdaq, as the Board may decide. | |||
| (b) | Pursuant to Section 161 of the Companies Act 1967 and all applicable laws (including but not limited to the listing rules of Nasdaq (the " Nasdaq Listing Rules ")), the Directors be and are hereby authorised to: (a) (i) issue (in addition to the new ordinary shares referred to in paragraph (a) above) new ordinary 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 new ordinary shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into new ordinary shares, 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 (b) (notwithstanding this authorisation conferred may have ceased to be in force) issue new ordinary shares in pursuance of any Instruments made or granted by the Directors while this authorisation was in force, provided that: | |||
| (1) | the aggregate number of new ordinary shares to be issued pursuant to such authority (including new ordinary shares to be issued in pursuance of the Instruments, made or granted pursuant to this authorisation but excluding new ordinary shares which may be issued pursuant to any adjustments (" Adjustments ") effected under any relevant Instrument, which Adjustments shall be made in compliance with all applicable laws (including the Nasdaq Listing Rules) for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; | |||
| (2) | in exercising such authority, the Company shall comply with all applicable laws, including the provisions of the Act, the Nasdaq Listing Rules for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; and | |||
| (3) | unless revoked or varied by the Company in a general meeting by ordinary resolution, 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 to be held, whichever is earlier. |
REGARDING THE PROPOSED RESOLUTIONS
the Constitution of the Company, ordinary resolution in relation to Proposal One through Five, inclusive, are routine business to be
transacted at the AGM.
| (i) | Proposal One covers the Singapore statutory financial statements which were prepared in conformity with the provisions of the Singapore Companies Act and will be made available to the shareholders on the Company's website at www.cytomed.sg on and from April 29, 2024, being not less than fourteen days before the date of the AGM, as required under the Singapore Law. |
| (ii) | Proposal Two covers the audited financial statements for financial year ended December 31, 2023, which was included in the Form 20-F filed by the Company on April 22, 2024. |
| (iii) | Proposal Three covers the Directors who are required to retire at the AGM of the Company pursuant to Regulation 117 of the Constitution of the Company, which requires that at each AGM one-third of the Company's Directors (or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors) are required to retire from office by rotation and then, pursuant to Regulation 118 of the Constitution, shall be eligible for re-election at the AGM. Set forth below is a brief biography of Mr Choo Chee Kong who will be standing for re-election as Director at the AGM. |
| (iv) | Proposal Four and Five deals with the re-appointment of the independent auditors, WWC, P.C. and KE Trust PAC, who has served as the Company's statutory Auditors for the financial year December 31, 2023. The Audit Committee has approved and recommended to the Board the re-appointment of WWC, P.C. and KE Trust PAC as the Company's statutory Auditors for the financial year ending December 31, 2024 and to perform other appropriate services. As a result, the Board has approved, subject to the shareholders' approval, the re-appointment of WWC, P.C. and KE Trust PAC and, pursuant to Section 205(16) of the Singapore Companies Act, the Directors request shareholders to empower them to fix the auditors' remuneration in their absolute discretion. |
| (v) | Proposal Six will allow the Company to pay director's fees for services rendered by the Directors for the financial year ending December 31, 2024 and for the financial year ended December 31, 2023. |
the Constitution of the Company, ordinary resolution in relation to Proposal Eight is special business to be transacted at the AGM.
purposes of this Notice (including the Form of Proxy and Voting Instruction) the following definitions are used.
Shareholders: are persons or entities holding their interests in the Company's shares as, or through, a participant in the
Depository Trust Company, or DTC, in book entry form at a broker, dealer, securities depository or other intermediary and who are reflected
in the books of such intermediary; also commonly referred to in the United States as "street name holders".
of Record: a person or entity whose name is reflected in the Company's register of members as of 13 May 2024, and who is not
necessarily a Beneficial Shareholder.
TO BE HELD PHYSICALLY
AGM will be held physically, shareholders who are overseas will be able to watch and listen to the proceeding by webcast. Shareholders
will also be able to submit questions relating to the items on the Proposals set out in the Notice of AGM in advance of the AGM. In order
to be able to watch and listen to the meeting and to submit questions in advance, shareholders are required to register in advance of
the AGM, by emailing to enquiry@cytomed.sg.. The Notice of AGM, Proxy Form and the Company's Annual Report 2023 are available on
the Company's website at www.cytomed.sg and the U.S. Securities and Exchange Commission website at http://www.sec.gov. A shareholder
(whether individual or corporate) may vote by appointing the Chairman of the meeting as his/her/its proxy to vote on his/her/its behalf
| WHO MAY VOTE: | You may vote if you were a shareholder of record on 13 May 2024. | |
| ANNUAL REPORT: | A copy of our 2023 Annual Report on Form 20-F (the "Annual Report") is available on at the SEC's website at http://www.sec.gov and in print upon request. | |
| DATE OF MAILING: | This notice and the proxy statement are first being mailed to shareholders on or about May 1, 2024. |
| By order of the Board of Directors, | |
| /s/ CHOO Chee Kong | |
| CHOO Chee Kong | |
| Director and Chairman |
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
will be voting on the following:
| Proposal One | By an ordinary resolution, to receive and adopt the Directors' Statement, the audited financial statements of the Company for the financial year ended December 31, 2023; | |
| Proposal Two | By an ordinary resolution, to receive and adopt the audited financial statements in relation to Form 20-F for the financial year ended December 31, 2023December 31, 2023; | |
| Proposal Three | By an ordinary resolution, to approve the re-election of Mr. Choo Chee Keong who is retiring by rotation pursuant to Regulation 117 of the Constitution of the Company and who, being eligible, offers himself for re-election as a Director, to serve a term expiring at the next annual general meeting of shareholders or until his successor is duly elected and qualified. To also note the resignation of Mr. Wu Tao Thomas and Dr Lucas Luk Tien Wee as Directors. Both have given notice to the Company that they do not wish to stand for re-election as Directors; |
| Proposal Four | By an ordinary resolution, to ratify the appointment of WWC, P.C., as the Company's independent registered public accounting firm for the financial year ending December 31, 2024 and that the Directors be empowered to fix the auditors' remuneration in their absolute discretion; | |||
| Proposal Five | By an ordinary resolution, to ratify the appointment of KE Trust PAC as the Company's independent registered public accounting firm for the financial year ending December 31, 2024 and that the Directors be empowered to fix the auditors' remuneration in their absolute discretion; | |||
| Proposal Six | By an ordinary resolution, to approve payment of Directors' fees of US$90,000 for the financial year ending December 31, 2024, and payment of Directors' fees of US$70,000 for the financial year ended December 31, 2023; | |||
| Proposal Seven | By an ordinary resolution, to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, Proposal Two, Proposal Three, Proposal Four or Proposal Five; and | |||
| Proposal Eight | By an ordinary resolution, to resolved that: | |||
| (c) | Pursuant to Section 161 of the Singapore Companies Act 1967 (the " Singapore Companies Act ") the Directors be and are hereby authorised to issue such number of new ordinary shares in the capital of the Company as may be approved by the board of Directors (the " Board "), such shares to rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company in connection with the initial public offering of the Company at the price(s) to be determined by the Board and on such terms and conditions as the Board may at any time and from time to time think fit and allot the same to such members of the public and/or private placees who shall have applied for the shares in connection with the admission of the Company to Nasdaq, as the Board may decide. | |||
| (d) | Pursuant to Section 161 of the Companies Act 1967 and all applicable laws (including but not limited to the listing rules of Nasdaq (the " Nasdaq Listing Rules ")), the Directors be and are hereby authorized to: (a) (i) issue (in addition to the new ordinary shares referred to in paragraph (a) above) new ordinary 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 new ordinary shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into new ordinary shares, 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 (b) (notwithstanding this authorization conferred may have ceased to be in force) issue new ordinary shares in pursuance of any Instruments made or granted by the Directors while this authorization was in force, provided that: | |||
| (4) | the aggregate number of new ordinary shares to be issued pursuant to such authority (including new ordinary shares to be issued in pursuance of the Instruments, made or granted pursuant to this authorization but excluding new ordinary shares which may be issued pursuant to any adjustments (" Adjustments ") effected under any relevant Instrument, which Adjustments shall be made in compliance with all applicable laws (including the Nasdaq Listing Rules) for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; | |||
| (5) | in exercising such authority, the Company shall comply with all applicable laws, including the provisions of the Act, the Nasdaq Listing Rules for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; and | |||
| unless revoked or varied by the Company in a general meeting by ordinary resolution, 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 to be held, whichever is earlier. |
is entitled to vote?
may vote if you owned ordinary shares of the Company as of the close of business on May 13, 2024, which we refer to as the "Record
Date". Each ordinary share is entitled to one vote. As of April 19, 2024, we had 11,540,000 ordinary shares issued and outstanding.
shall be taken on a poll with one vote for each share. In respect of both the routine business and the special business, in order for
a resolution to be passed, more than 50% of the eligible votes cast on the resolution must be in favor of the resolution. Whilst shares
for which an abstention from voting has been recorded are counted toward the quorum of the meeting, the calculation of the percentage
of votes cast in favor of the resolution disregards abstained votes. A person entitled to more than one vote need not use all his votes
or cast all the votes he uses in the same way.
do I vote before the Annual General Meeting?
you are a shareholder of record, meaning that you hold your shares in certificate form, you have the following voting options:
Go to website www.proxyvote.com
Call 1-800-690-6903.
Check the appropriate boxes on the voting instruction form
Sign and date the voting instruction form.
Return the voting instruction form in the envelope provided or to 51 Mercedes Way, Edgewood, NY 11717.
you vote via the internet, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned
your proxy card. If you vote via the internet, do not return your proxy card.
you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures.
Please follow the directions that your bank or broker provides.
note that the latest we will accept voting is on May 12, 2024, at 10:59 A.M., Singapore Time (May 11, 2024, at 10:59 P.M., Eastern Time).
I change my mind after I return my proxy?
may change your vote at any time before the polls close at the conclusion of voting at the Annual General Meeting. You may do this by
(1) signing another proxy card with a later date and returning it to us before the Annual General Meeting, (2) voting again over the
Internet prior to the time of the Annual General Meeting, or (3) voting at the Annual General Meeting.
if I return my proxy card but do not provide voting instructions?
that are signed and returned but do not contain instructions will be voted "FOR" Proposal One, Two, Three, Four, and Five,
in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual General Meeting.
does it mean if I receive more than one proxy card or instruction form?
indicates that your ordinary shares are registered differently and are in more than one account. To ensure that all shares are voted,
please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in
the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.
many votes must be present to hold the Annual General Meeting?
shares are counted as present at the Annual General Meeting if you attend the Annual General Meeting and vote in person or if you properly
return a proxy by internet or mail. In order for us to conduct our Annual General Meeting, at least two shareholders must be present
in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing
a quorum at the Annual General Meeting. If a quorum is not present or represented, the chairman of the Annual General Meeting may, with
the consent of the Annual General Meeting, adjourn the Annual General Meeting from time to time, without notice other than announcement
at the Annual General Meeting, until a quorum is present or represented.
many votes are needed to approve the Company's proposals?
One. The adoption of the Directors' Statement, the audited financial statements of the Company for the financial year ended December
31, 2023; This proposal requires affirmative ("FOR") votes of a majority of votes cast by shares present or represented by