WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED 威雅利電子 ( 集團 ) 有限公司

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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Willas-Array Electronics (Holdings) Limited, you should at once hand this Circular and the accompanying form of proxy to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Singapore Exchange Securities Trading Limited (the SGX-ST ) take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. Approval in-principle granted by the SGX-ST for the dealing in, as well as listing and quotation of, the Bonus Shares (as defined herein) on the Official List of the Main Board of the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries, the Bonus Issue (as defined herein) or the Bonus Shares. WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED 威雅利電子 ( 集團 ) 有限公司 (Incorporated in Bermuda with limited liability) (Hong Kong stock code: 854) (Singapore stock code: BDR) CIRCULAR TO SHAREHOLDERS RELATING TO PROPOSALS IN RELATION TO: (A) RE-ELECTION OF RETIRING DIRECTORS; (B) GENERAL MANDATE TO ISSUE SHARES; (C) RENEWAL OF SHARE BUYBACK MANDATE; (D) FINAL DIVIDEND; AND (E) ISSUE OF BONUS SHARES PURSUANT TO THE BONUS ISSUE AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in this Circular including the cover page shall have the same respective meanings as ascribed to them in the section headed Definitions of this Circular. The notice convening the 2018 AGM of Willas-Array Electronics (Holdings) Limited to be held at Mandarin Orchard Singapore, Grange Ballroom, Level 5, Main Tower, 333 Orchard Road, Singapore on Friday, July 27, 2018 at 9:30 a.m. or its adjournment (if any) at which the above proposals will be considered is set out on pages 46 to 56 of this Circular. If you are unable to attend the 2018 AGM in person and wish to exercise your right as a Shareholder, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to (i) the Company s share transfer agent in Singapore, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore (for Shareholders in Singapore); or (ii) the Company s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for Shareholders in Hong Kong), as soon as possible but in any event no later than 48 hours before the time appointed for holding the 2018 AGM or its adjournment (if any). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2018 AGM or its adjournment (if any) should you so wish. Any appointment of proxy shall be deemed to be revoked should you attend the 2018 AGM or its adjournment (if any) in person. June 26, 2018

2 CONTENTS Page DEFINITIONS... 1 EXPECTED TIMETABLE... 9 LETTER FROM THE BOARD Introduction Proposed Re-election of Retiring Directors Proposed Grant of General Mandate to Issue Shares Proposed Renewal of the Share Buyback Mandate Proposed Final Dividend Proposed Bonus Issue of Shares Notice of Closure of Register of Members Annual General Meeting and Proxy Arrangement Interests of Directors and Substantial Shareholders Directors Recommendations Directors Responsibility Statement Documents for Inspection APPENDIX I INFORMATION ON RETIRING DIRECTORS FOR RE-ELECTION APPENDIX II EXPLANATORY STATEMENT FOR AND ADDITIONAL INFORMATION ON THE SHARE BUYBACK MANDATE NOTICE OF ANNUAL GENERAL MEETING This Circular is prepared in English and translated into Chinese. In the event of inconsistency, the English text of this Circular will prevail.

3 DEFINITIONS In this Circular and its appendices, unless otherwise defined or the context otherwise requires, the following expressions have the following respective meanings: 2017 AGM the AGM held on Friday, July 28, 2017; 2018 AGM the AGM to be held on Friday, July 27, 2018, the notice of which is set out on pages 46 to 56 of this Circular, and its adjournment (if any); AGM Associate the annual general meeting of the Company; has the meaning ascribed to it in the SGX-ST Listing Manual and means: (a) in relation to any Director, chief executive officer, Substantial Shareholder or Controlling Shareholder (being an individual) means: (i) (ii) (iii) his immediate family (that is, the person s spouse, child, adopted child, step-child, sibling and parent); the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and (b) in relation to a Substantial Shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company (as defined in the Singapore Companies Act) or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more; Average Closing Price Bermuda Companies Act Board has the meaning ascribed to it in paragraph 3.4 of Appendix II to this Circular; the Companies Act 1981 of Bermuda, as amended, supplemented or modified from time to time; the board of Directors; 1

4 DEFINITIONS Bonus Issue Bonus Share(s) Bye-laws CCASS CDP the proposed allotment and issue of Bonus Shares, to be credited as fully paid-up at par, by way of the capitalisation of an amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company, to Qualifying Shareholders on the basis of one (1) Bonus Share for every 10 existing Shares held by Qualifying Shareholders as at the close of business on the Record Date; the 7,634,096 new Shares to be allotted and issued by the Company to Qualifying Shareholders on the basis of one (1) Bonus Share for every 10 existing Shares held by Qualifying Shareholders as at the close of business on the Record Date, pursuant to the Bonus Issue; the bye-laws of the Company, as amended, supplemented or modified from time to time; the Central Clearing and Settlement System established and operated by HKSCC; The Central Depository (Pte) Limited, which is the securities clearing and depository house of the SGX-ST; Circular this circular dated June 26, 2018; close associate(s) Company concert parties control has the meaning ascribed thereto under the Hong Kong Listing Rules; Willas-Array Electronics (Holdings) Limited ( ( ) ), a company incorporated in Bermuda with limited liability whose issued Shares are listed and traded on the Main Board of the Hong Kong Stock Exchange (stock code: 854) and the Main Board of the SGX-ST (stock code: BDR); has the meaning ascribed to it in paragraph 8.2 of Appendix II to this Circular; the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company; 2

5 DEFINITIONS Controlling Shareholder(s) has the meaning ascribed to it in the SGX-ST Listing Manual and means a person who: (a) (b) holds, directly or indirectly, 15% or more of the total number of issued Shares excluding treasury shares and subsidiary holdings in the Company, if any, unless the SGX-ST determines otherwise; or in fact exercises control over the Company; core connected person(s) day of the making of the offer Director(s) EPS ESOS II ESOS II Options ESOS III ESOS III Options Final Dividend has the meaning ascribed thereto under the Hong Kong Listing Rules; has the meaning ascribed to it in paragraph 3.4 of Appendix II to this Circular; the director(s) of the Company; earnings per Share; the Willas-Array Electronics Employee Share Option Scheme II; the options granted under the ESOS II; the Willas-Array Electronics Employee Share Option Scheme III; the options granted under the ESOS III; the proposed final dividend to be distributed to the Shareholders as more particularly set out in this Circular; FY2018 the financial year ended March 31, 2018; Group HKSCC Hong Kong Hong Kong Branch Register Hong Kong Branch Registrar the Company and its subsidiaries; Hong Kong Securities Clearing Company Limited; the Hong Kong Special Administrative Region of the People s Republic of China; the Hong Kong branch register of members; the Company s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited; 3

6 DEFINITIONS Hong Kong Companies Ordinance Hong Kong Listing Rules Hong Kong Share Buy-backs Code Hong Kong Stock Exchange Hong Kong Takeovers Code Issue Mandate Latest Practicable Date Market Day Maximum Price Memorandum Nomination Committee Non-qualifying Shareholder(s) NTA the Companies Ordinance (Chapter 622 of the laws of Hong Kong), as amended, supplemented or modified from time to time; the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented or modified from time to time; the Hong Kong Code on Share Buy-backs, as amended, supplemented or modified from time to time; The Stock Exchange of Hong Kong Limited; the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or modified from time to time; the general and unconditional mandate granted or to be granted (as the case may be) by the Shareholders to authorise the Directors to exercise all the powers of the Company to allot and issue new Shares in accordance with the limits set out in the relevant Shareholders resolution approving such mandate. Details of the Issue Mandate to be proposed for Shareholders approval at the 2018 AGM are set out in the notice of the 2018 AGM; June 14, 2018, being the latest practicable date prior to the printing of this Circular for ascertaining certain information contained herein; a day on which the SGX-ST or the Hong Kong Stock Exchange (as the case may be) is open for trading in securities; has the meaning ascribed to it in paragraph 3.4 of Appendix II to this Circular; the Memorandum of Association of the Company as amended, supplemented or modified from time to time; the nomination committee of the Board; Overseas Shareholder(s) who is(are) excluded from participating in the Bonus Issue, details of which have been included in the paragraph headed Non-qualifying Shareholders in this Circular; net tangible assets; 4

7 DEFINITIONS Off-Market Purchases On-Market Purchases Overseas Shareholder(s) Principal Register has the meaning ascribed to it in paragraph 3.3 of Appendix II to this Circular; has the meaning ascribed to it in paragraph 3.3 of Appendix II to this Circular; the Shareholder(s) whose address(es) as shown on the Register of Members or the Depository Register maintained by CDP as at the close of business on the Record Date is/are outside of Singapore or Hong Kong; the principal register of members in Bermuda maintained by the Principal Registrar; Principal Registrar Estera Management (Bermuda) Limited of Canon s Court, 22 Victoria Street, Hamilton HM12, Bermuda, the Bermuda principal share registrar of the Company; Qualifying Shareholder(s) Record Date Register of Members related expenses Relevant Period Remuneration Committee holder(s) of Shares, not being Non-qualifying Shareholder(s), whose name(s) appear(s) on the Register of Members or the Depository Register maintained by CDP as at the close of business on the Record Date and is(are) entitled to the Bonus Issue; Friday, August 10, 2018, being the date for the determination of Shareholders entitlements to the Final Dividend and the Bonus Shares, as the case may be; any of the Principal Register, the Hong Kong Branch Register and the Singapore Branch Register; has the meaning ascribed to it in paragraph 3.4 of Appendix II to this Circular; the period commencing from the date of the 2018 AGM, being the date on which the Share Buyback Mandate is passed, if approved by the Shareholders, and expiring on the date on which the next AGM is held or is required by applicable laws or by the Bye-laws to be held, whichever is the earlier; the remuneration committee of the Board; 5

8 DEFINITIONS Retiring Directors Securities Account SFO SGX-ST SGX-ST Listing Manual Share(s) Share Buyback Mandate Shareholder(s) Singapore Branch Register Mr. Leung Hon Shing and Mr. Jovenal R. Santiago, who, being the Directors retiring at the 2018 AGM and, being eligible, are offering themselves for re-election at the 2018 AGM, in accordance with the Bye-laws; a securities account maintained by a depositor with CDP, but does not include a securities sub-account maintained with a depository agent; the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) as amended, supplemented or modified from time to time; Singapore Exchange Securities Trading Limited; the Main Board rules of the listing manual of the SGX-ST, as amended, supplemented or modified from time to time; ordinary share(s) of par value of HK$1.00 each in the capital of the Company; the general and unconditional mandate authorising the Directors to exercise all the powers of the Company to purchase or otherwise acquire Shares on the SGX-ST or the Hong Kong Stock Exchange in accordance with the limits set out in the relevant Shareholders resolution approving such mandate. Details of the Share Buyback Mandate to be proposed for Shareholders approval at the 2018 AGM are set out in Appendix II to this Circular; registered holder(s) of the Share(s), except that (i) where the registered holder is CDP, the term Shareholder(s) shall, in relation to such Shares and where the context so admits, mean the depositors in the Depository Register maintained by CDP and to whose Securities Accounts are credited with those Shares; and (ii) where the registered holder is HKSCC, the term Shareholder(s) shall, in relation to such Shares and where the context so admits, mean the depositors whose securities accounts are maintained by HKSCC or other licensed securities dealers or registered institutions in securities, or custodian banks through CCASS, and the term Shareholder(s) shall be construed accordingly; the Singapore branch register of Shareholders maintained by the Company; 6

9 DEFINITIONS Singapore Companies Act Singapore Share Transfer Agent Singapore Take-over Code subsidiary subsidiary holdings Substantial Shareholder HK$ S$ the Companies Act (Chapter 50 of Singapore), as amended, supplemented or modified from time to time; the Company s share transfer agent in Singapore, Intertrust Singapore Corporate Services Pte. Ltd.; the Singapore Code on Take-overs and Mergers, as amended, supplemented or modified from time to time; a company which is for the time being and from time to time a subsidiary of the Company (within the meaning of the Singapore Companies Act, the Hong Kong Listing Rules and the Hong Kong Companies Ordinance); has the meaning ascribed to it in the SGX-ST Listing Manual; a person who has an interest in 5% or more of the voting Shares of the Company; Hong Kong dollars, the lawful currency of Hong Kong; Singapore dollars, the lawful currency of Singapore; and % per cent. or percentage. 7

10 DEFINITIONS The terms depositor, depository agent and Depository Register shall have the meanings ascribed to them respectively in Section 81SF of the Securities and Futures Act (Chapter 289 of Singapore) in force as at the Latest Practicable Date. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference in this Circular to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any reference in this Circular to any law or regulation (or any provision thereof), including the Bermuda Companies Act, the Hong Kong Companies Ordinance and the Singapore Companies Act (or any provision thereof), is a reference to such law or regulation (or provision) in force as at the Latest Practicable Date. Any term defined in the SGX-ST Listing Manual or any modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the SGX-ST Listing Manual or any modification thereof, as the case may be, unless otherwise provided. Any discrepancies in the tables included herein between the amounts in the columns of the tables and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Any reference to a time of day in this Circular shall be a reference to Singapore time and Hong Kong time unless otherwise stated. 8

11 EXPECTED TIMETABLE For illustrative purposes, the following are the indicative dates and times (where applicable) for the 2018 AGM, proposed Final Dividend and proposed Bonus Issue, which may be extended or varied, and any consequential changes will be announced as and when appropriate: EVENTS 2018 Despatch of circular regarding, among other things, the proposed Final Dividend and Bonus Issue Tuesday, June 26 Latest time for lodging transfer of Shares for registration in order to qualify for attending and voting at the 2018 AGM (for Shares traded on the Hong Kong Stock Exchange) :30 p.m. on Monday, July 23 Latest time for lodging transfer of Shares for registration in order to qualify for attending and voting at the 2018 AGM (for Singapore Branch Register)...5:00 p.m. on Monday, July 23 Record date for determination of Shareholders entitlement to attend and vote at the 2018 AGM... close of business on Monday, July 23 Closure of the Register of Members for determining the entitlement to attend and vote at the 2018 AGM (for Singapore Branch Register)...Monday, July 23 Closure of the Register of Members for determining the entitlement to attend and vote at the 2018 AGM (for Shares traded on the Hong Kong Stock Exchange) Tuesday, July 24 to Friday, July 27 (both days inclusive) Re-opening of Register of Members (for Singapore Branch Register)...Tuesday, July 24 Latest time for lodging form of proxy for the 2018 AGM (not later than 48 hours before time of the 2018 AGM or any adjournment thereof)...9:30 a.m. on Wednesday, July 25 Date and time of the 2018 AGM....9:30 a.m. on Friday, July 27 Announcement of poll results of the 2018 AGM Friday, July 27 Re-opening of Register of Members (for Shares traded on the Hong Kong Stock Exchange)...Monday, July 30 9

12 EXPECTED TIMETABLE The following events are subject to the satisfaction of the conditions of the Bonus Issue as set out in the section headed Proposed Bonus Issue of Shares Conditions of the Bonus Issue in this Circular. Last date of dealings in Shares on a cum-entitlement basis (for Shares traded on the SGX-ST)...Monday, August 6 Commencement of dealings in Shares on an ex-entitlement basis (for Shares traded on the SGX-ST)... Tuesday, August 7 Last date of dealings in Shares on a cum-entitlement basis (for Shares traded on the Hong Kong Stock Exchange) Wednesday, August 8 Commencement of dealings in Shares on an ex-entitlement basis (for Shares traded on the Hong Kong Stock Exchange) Thursday, August 9 Latest time for lodging transfer of Shares for registration in order to qualify for the Final Dividend and to participate in the Bonus Issue (for Shares traded on the Hong Kong Stock Exchange) :30 p.m. on Friday, August 10 Latest time for lodging transfer of Shares for registration in order to qualify for the Final Dividend and to participate in the Bonus Issue (for Singapore Branch Register)....5:00 p.m. on Friday, August 10 Record Date for determination of Shareholders entitlement to the Final Dividend and the Bonus Shares... close of business on Friday, August 10 Closure of the Register of Members for determining the entitlement to the Final Dividend and Bonus Shares (for Singapore Branch Register)...Friday, August 10 Closure of the Register of Members for determining the entitlement to the Final Dividend and Bonus Shares (for Shares traded on the Hong Kong Stock Exchange)....Monday, August 13 to Wednesday, August 15 (both days inclusive) Re-opening of Register of Members (for Singapore Branch Register)...Monday, August 13 10

13 EXPECTED TIMETABLE Re-opening of Register of Members (for Shares traded on the Hong Kong Stock Exchange) Thursday, August 16 Expected date for crediting of the Bonus Shares.... on or about Monday, August 27 Despatch of cheques for Final Dividend...on or about Tuesday, August 28 Despatch of share certificates for the Bonus Shares...on or about Tuesday, August 28 Expected date of commencement of trading of the Bonus Shares on the SGX-ST and the Hong Kong Stock Exchange... on or about 9:00 a.m. on Wednesday, August 29 11

14 LETTER FROM THE BOARD WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED 威雅利電子 ( 集團 ) 有限公司 (Incorporated in Bermuda with limited liability) (Hong Kong stock code: 854) (Singapore stock code: BDR) Executive Directors: Leung Chun Wah (Chairman) Kwok Chan Cheung (Deputy Chairman) Hon Kar Chun (Managing Director) Leung Hon Shing Registered office: Canon s Court 22 Victoria Street Hamilton HM12 Bermuda Independent Non-executive Directors: Head office and principal Jovenal R. Santiago place of business: Wong Kwan Seng, Robert 24/F, Wyler Centre, Phase 2 Iu Po Chan, Eugene 200 Tai Lin Pai Road Kwai Chung, New Territories Hong Kong To the Shareholders Dear Sir and Madam 12 June 26, 2018 PROPOSALS IN RELATION TO: (A) RE-ELECTION OF RETIRING DIRECTORS; (B) GENERAL MANDATE TO ISSUE SHARES; (C) RENEWAL OF SHARE BUYBACK MANDATE; (D) FINAL DIVIDEND; AND (E) ISSUE OF BONUS SHARES PURSUANT TO THE BONUS ISSUE INTRODUCTION The Company will propose at the 2018 AGM, resolutions in relation to, among other matters, (i) the re-election of the Retiring Directors; (ii) the grant to the Directors of the Issue Mandate upon the expiry of the current Issue Mandate which was approved by Shareholders at the 2017 AGM; (iii) the renewal of the Share Buyback Mandate upon the expiry of the existing Share Buyback Mandate which was approved by Shareholders at the 2017 AGM; (iv) the payment of the Final Dividend; and (v) the issue of Bonus Shares pursuant to the Bonus Issue. The purpose of this Circular is to provide you with further information on the above resolutions to be proposed at the 2018 AGM. The notice of the 2018 AGM at which the resolutions will be proposed for Shareholders to consider and, if thought fit, approve, is also set out on pages 46 to 56 of this Circular.

15 LETTER FROM THE BOARD PROPOSED RE-ELECTION OF RETIRING DIRECTORS Pursuant to bye-law 104 of the Bye-laws, at each AGM, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to one-third but not greater than one-third, shall retire from office by rotation provided that the Managing Director of the Company whilst holding such office, shall not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. The Directors to retire in every year will be those who have been in office the longest since their last election but as between the persons who became Directors on the same day, those to retire shall (unless they otherwise agree between themselves) be determined by lot. Subject to the Bermuda Companies Act, a retiring Director shall be eligible for re-election at the meeting at which he retires. In accordance with bye-law 104 of the Bye-laws, Mr. Leung Hon Shing, an executive Director, and Mr. Jovenal R. Santiago, an independent non-executive Director, will retire by rotation at the 2018 AGM and, being eligible, have offered themselves for re-election at the 2018 AGM. Pursuant to paragraph A.4.3 of Appendix 14 to the Hong Kong Listing Rules, any further appointment of an independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by shareholders. Mr. Jovenal R. Santiago is an independent non-executive Director serving on the Board for more than nine years. A separate resolution will be proposed for his re-election at the 2018 AGM. The Nomination Committee has assessed and reviewed the annual written confirmation of independence from each of the independent non-executive Directors based on the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules and the Board considers that Mr. Jovenal R. Santiago continues to be independent as he has satisfied all the criteria for independence set out in Rule 3.13 of the Hong Kong Listing Rules. The Nomination Committee has evaluated the performance of the Retiring Directors for FY2018 and found the performance of each of the Retiring Directors satisfactory. In addition, at the nomination of the Nomination Committee, the Board has recommended that both the Retiring Directors, namely Mr. Leung Hon Shing and Mr. Jovenal R. Santiago, stand for re-election as Directors at the 2018 AGM. As a good corporate governance practice, each of the above Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders. The biographical information of each of Mr. Leung Hon Shing and Mr. Jovenal R. Santiago as required to be disclosed under the Hong Kong Listing Rules is set out in Appendix I to this Circular. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES At the 2017 AGM, Shareholders approved an Issue Mandate authorising the Directors to issue and allot new Shares, subject to the terms thereof. The Issue Mandate will lapse at the conclusion of the 2018 AGM. 13

16 LETTER FROM THE BOARD At the 2018 AGM, an ordinary resolution will be proposed to grant a new Issue Mandate authorising the Directors to allot, issue and deal with such number of new Shares not exceeding 50% of the total number of Shares in issue (excluding treasury shares and subsidiary holdings, if any) as at the date of the passing of the resolution approving the Issue Mandate, and in the case of an allotment and issue of Shares other than on a pro-rata basis to the existing Shareholders, such number shall not exceed 10% of the total number of Shares in issue (excluding treasury shares and subsidiary holdings, if any) as at the date of the passing of the resolution approving the Issue Mandate. The Issue Mandate will provide flexibility to the Company to raise funds through the issue of Shares efficiently. Notwithstanding the above, it must be noted that the Hong Kong Listing Rules provide that the general mandate obtained from Shareholders in general meeting shall be subject to a restriction that the aggregate number of Shares allotted or agreed to be allotted under the general mandate must not exceed 20% of the existing issued share capital of the Company. The Company shall comply with the requirements under the Hong Kong Listing Rules or the SGX-ST Listing Manual for matters relating to the general mandate, whichever is more onerous. Based on 76,340,960 Shares (excluding treasury shares and subsidiary holdings, if any) in issue as at the Latest Practicable Date and assuming that no further Shares will be issued and no Shares will be purchased or acquired and cancelled by the Company after the Latest Practicable Date and up to the date of the 2018 AGM, if the Issue Mandate is exercised in full, it will result in the Directors being authorised to issue, allot and deal with a maximum of 38,170,480 Shares, and in the case of an allotment and issue other than on a pro-rata basis to the existing Shareholders, with a maximum of 7,634,096 Shares. The new Issue Mandate will, if granted, remain in effect until the earliest of (i) the conclusion of the next AGM; (ii) the date by which the next AGM is required by the applicable laws or the Bye-laws to be held; and (iii) the date on which the authority set out in the resolution approving the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting. PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE At the 2017 AGM, Shareholders approved a Share Buyback Mandate authorising the Directors to purchase or otherwise acquire Shares, subject to the terms thereof. The Share Buyback Mandate will lapse on the conclusion of the 2018 AGM. The Company therefore proposes to renew the Share Buyback Mandate at the 2018 AGM. At the 2018 AGM, an ordinary resolution will be proposed to renew the Share Buyback Mandate, authorising the Directors to purchase or otherwise acquire up to the number of issued Shares representing not more than 10% of the total number of Shares in issue as at the date of the passing of the resolution approving the Share Buyback Mandate, unless the Company has, at any time during the Relevant Period, effected a reduction, consolidation or sub-division of its issued and unissued Shares in accordance with the applicable provisions under the Bermuda Companies Act, in which event the total number of the issued Shares shall be taken to be the total number of the issued Shares as altered by the reduction, consolidation or sub-division of Shares (as the case may be). Any Shares which are held as treasury shares or subsidiary holdings will be disregarded for the purposes of computing the 10% limit. As at the Latest Practicable Date, the Company did not have any treasury shares or subsidiary holdings. An explanatory statement as required under the Hong Kong Listing Rules as well as the information required under the SGX-ST Listing Manual concerning the Share Buyback Mandate are set out in Appendix II to this Circular. 14

17 LETTER FROM THE BOARD PROPOSED FINAL DIVIDEND The Board recommends to distribute a final dividend of HK$0.42 (2017: HK$0.31) per Share for FY2018 which is subject to Shareholders approval at the 2018 AGM and is expected to be distributed on or about Tuesday, August 28, 2018 to Shareholders whose names appear on the Register of Members as at the close of business on the Record Date. The indicative timetable for the proposed Final Dividend is set out on pages 10 to 11 of this Circular. Subject to the approval of the Shareholders at the 2018 AGM, the payment of the Final Dividend for FY2018 will be distributed and the cheques for the Final Dividend will be despatched to the Shareholders on or about Tuesday, August 28, PROPOSED BONUS ISSUE OF SHARES The Board proposed a bonus issue of new Shares to Qualifying Shareholders on the basis of one (1) Bonus Share for every 10 existing Shares held by Qualifying Shareholders as at the close of business on the Record Date. The indicative timetable for the Bonus Issue is set out on pages 10 to 11 of this Circular. The terms of the Bonus Issue are set out in the following paragraphs. Basis of the Bonus Issue Subject to the conditions set out under the paragraph headed Conditions of the Bonus Issue below having been fulfilled, the Bonus Shares will be credited as fully paid at par on the basis of one (1) Bonus Share for every 10 existing Shares held by Qualifying Shareholders as at the close of business on the Record Date. The actual number of Bonus Shares to be allotted and issued by the Company will depend on the total issued share capital of the Company (including treasury shares, if any) as at the close of business on the Record Date. Purely for illustration purposes, based on the existing issued share capital of the Company comprising 76,340,960 Shares with no treasury share as at the Latest Practicable Date, and assuming (i) there is no issue or buyback of Shares prior to the Record Date; and (ii) there are no Non-qualifying Shareholders, it is anticipated that a total of 7,634,096 Bonus Shares will be allotted and issued under the proposed Bonus Issue. The Bonus Shares will be allotted, distributed, issued and credited as fully paid-up at par by way of the capitalisation of an amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company. On the basis of the above assumptions, after the completion of the Bonus Issue, there will be a total of 83,975,056 Shares in the enlarged share capital of the Company. Status of the Bonus Shares and Fractional Entitlements The Bonus Shares will, upon issue, rank pari passu in all respects with the Shares in issue as at the close of business on the Record Date, including the entitlement to any dividends, rights, allotments or other distributions the record date for which falls on or after the date of allotment and issue of the Bonus Shares. For the avoidance of doubt, the Bonus Shares shall not be entitled to the Final Dividend. 15

18 LETTER FROM THE BOARD The total number of Bonus Shares to be allotted and issued to any Qualifying Shareholder will be rounded down to a whole number if there are any fractional entitlements of the Bonus Shares. Such fractional entitlements arising from the Bonus Issue (if any) will not be allotted and issued to the Qualifying Shareholders, but will be aggregated and sold by and for the benefit of the Company. The Company will be entitled to retain or deal with the net proceeds from such sale as the Directors may, in their absolute discretion, deem fit. Conditions of the Bonus Issue The proposed issue of Bonus Shares is conditional upon: (a) the Shareholders approving the ordinary resolution relating to the Bonus Issue at the 2018 AGM; (b) (c) (d) the approval of the SGX-ST for the dealing in, as well as listing and quotation of the Bonus Shares on the SGX-ST; the approval of the Hong Kong Stock Exchange for the listing of, and the permission to deal in, the Bonus Shares on the Hong Kong Stock Exchange; and compliance with the relevant statutory procedures and requirements (if any) under the applicable laws of Bermuda, Hong Kong and Singapore, the SGX-ST Listing Manual, the Hong Kong Listing Rules and the Bye-laws. No Shareholders are required to abstain from voting on the relevant resolution to approve the Bonus Issue at the 2018 AGM. Approval-in-Principle from the SGX-ST On June 12, 2018, the Company received the approval in-principle from the SGX-ST for the dealing in, as well as listing and quotation of, the 7,634,096 Bonus Shares on the Main Board of the SGX-ST, subject to the following conditions: (a) (b) (c) compliance with the SGX-ST s listing requirements; Shareholders approval for the proposed Bonus Issue; and submission of a written confirmation that the proposed Bonus Issue is in compliance with the Bermuda Companies Act. Shareholders should note that the approval in-principle granted by the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries, the proposed Bonus Issue or the Bonus Shares. 16

19 LETTER FROM THE BOARD Trading Arrangements The Company has a primary listing of Shares on the Main Board of the SGX-ST, alongside its dual primary listing of Shares on the Main Board of the Hong Kong Stock Exchange. An application has been made to the SGX-ST for permission for the dealing in, as well as listing and quotation of, the Bonus Shares on the SGX-ST. An application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonus Shares on the Hong Kong Stock Exchange. On June 12, 2018, the Company received the approval in-principle from the SGX-ST for the dealing in, as well as listing and quotation of, the 7,634,096 Bonus Shares on the Main Board of the SGX-ST. Subject to the granting of the listing of, and permission to deal in, the Bonus Shares on the Main Board of the Hong Kong Stock Exchange, as well as compliance with the stock admission requirements of HKSCC and the SGX-ST, the Bonus Shares will be accepted as eligible securities by HKSCC and CDP for deposit, clearance and settlement in CCASS and CDP, respectively, with effect from the respective commencement dates of dealings in the Bonus Shares on the Hong Kong Stock Exchange and the SGX-ST or such other dates as determined by HKSCC or the SGX-ST. Settlement of transactions between participants of the Hong Kong Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter, whereas settlement of transactions on a normal ready basis on the Main Board of the SGX-ST generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the following business day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Subject to the fulfillment of the conditions of the Bonus Issue, it is expected that the dealings in the Bonus Shares on the Hong Kong Stock Exchange and the SGX-ST will commence on or about Wednesday, August 29, 2018 at 9:00 a.m. Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares. For the purpose of trading on the Hong Kong Stock Exchange, the Bonus Shares will be traded in board lots of 1,000 Shares each. For the purpose of trading on the SGX-ST, the Bonus Shares will be traded in board lots of 100 Shares each. Non-qualifying Shareholders As at the Latest Practicable Date, there were certain Overseas Shareholders on the Register of Members whose registered addresses are located in Australia, Japan, Malaysia, the United Kingdom and the United States of America. The Company has made enquiries regarding the legal restrictions under the laws of the relevant regulatory bodies or stock exchanges pursuant to Rule 13.36(2)(a) of the Hong Kong Listing Rules. The Company has been advised that there are no restrictions to issue the Bonus Shares to Shareholders with a registered address in Australia, Japan, Malaysia, the United Kingdom or the United States of America and therefore, Shareholders with a registered address in Australia, Japan, Malaysia, the United Kingdom and the United States of America will be entitled to the Bonus Issue. 17

20 LETTER FROM THE BOARD The Company will continue to ascertain whether there are any other Overseas Shareholders on the Record Date as at the close of business and will, if necessary, make further enquiries with its legal advisers in other overseas jurisdiction(s) regarding the feasibility of extending the Bonus Issue to such other Overseas Shareholders on the Record Date as at the close of business. If, after making such enquiry, the Board is of the opinion that there is no legal restriction(s) under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, such Overseas Shareholders will be permitted to participate in the Bonus Issue. If, however, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restriction(s) under the laws of the relevant place or any requirements of the relevant regulatory body or stock exchange in that place, not to offer to such Overseas Shareholders, no issue of the Bonus Shares will be made to such Non-qualifying Shareholders. Further announcement(s) will be made as and when necessary in accordance with the SGX-ST Listing Manual and the Hong Kong Listing Rules if the Company identifies any Non-qualifying Shareholders. Overseas Shareholders receiving a copy of this Circular concerning the Bonus Issue may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to him/her/it without having to comply with any registration or other legal requirements in the relevant territory. For Bonus Shares which would otherwise have been issued to Non-qualifying Shareholders, arrangements will be made for such Bonus Shares to be sold in the market as soon as practicable after dealings in Bonus Shares commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Non-qualifying Shareholders and remittances will be posted to them by ordinary post, at their own risk. If the amount falling to be distributed to any such person is less than HK$100, it will be retained for the benefit of the Company, and none of the Non-qualifying Shareholders shall have any claim whatsoever against the Company, CDP and their respective officers in connection therewith. It is the responsibility of the Shareholders (including Overseas Shareholders) to observe the local legal requirements applicable to the Shareholders for taking up and on-sale (if applicable) of the Bonus Shares. All Shareholders residing outside Hong Kong or Singapore are highly recommended that they should consult their bankers, brokers or other professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to receive the Bonus Shares. Share Certificates for the Bonus Shares It is expected that certificates for the Bonus Shares will be despatched by ordinary post to those entitled thereto at their own risk by the Hong Kong Branch Registrar on or about Tuesday, August 28, 2018 upon the fulfillment of all the conditions of the Bonus Issue. Qualifying Shareholders of Shares traded on the SGX-ST can expect to have their Securities Account credited with the Bonus Shares on or about Monday, August 27,

21 LETTER FROM THE BOARD Adjustments to the Options Implementation of the Bonus Issue may lead to adjustments to subscription prices and/or the number of Shares to be issued under the outstanding ESOS II Options and ESOS III Options. The Company will notify the respective holders of the ESOS II Options and ESOS III Options regarding the adjustments (if any) in accordance with the respective provisions of the ESOS II and ESOS III, after the completion of the proposed Bonus Issue. Taxation Qualifying Shareholders are recommended to consult their professional adviser if they are in any doubt as to the taxation implications of holding or disposal of, or dealing in, the Bonus Shares and, as regarding the Non-qualifying Shareholders, their receipt of the net proceeds of sale of the Bonus Shares otherwise falling to be allotted to them under the Bonus Issue. It is emphasized that none of the Company, its Directors and any other parties involved in the Bonus Issue accepts responsibility for any tax effects or liability of any Shareholder or transferee of the Bonus Shares resulting from the purchase, holding or disposal of, or dealing in the Bonus Shares. All the documents, including share certificates and cheques for amounts due, will be sent by ordinary post at the risk of the persons entitled thereto to their registered addresses on the Register of Members or the Depository Register maintained by CDP (as the case may be). Reasons and Benefits for the Bonus Issue The reason for the Bonus Issue is to give due recognition to the Shareholders for their continuing loyalty to and support of the Company. Having considered the different means (including share subdivision, change of board lot size and bonus issue), the Board takes the view that the Bonus Issue is in the interests of the Company and the Shareholders as a whole as it will enable the Shareholders to enjoy a pro-rata increase in the number of Shares being held in the Company without incurring any costs to the Shareholders. In addition, through increasing the number of Shares to be held by the Shareholders, the Bonus Issue may enhance the liquidity of the Shares in the market as the decrease in market value for each Share trading after ex-entitlement will reduce the costs to be incurred by the Shareholders and potential investors of the Company for acquiring each board lot of Shares, thereby enabling the Company to attract more investors. As a result, the decrease in the market value of the Shares will allow the Shareholders and potential investors of the Company to have more flexibility in their investment portfolios and to trade the board lot share at a lower price. 19

22 LETTER FROM THE BOARD NOTICE OF CLOSURE OF REGISTER OF MEMBERS For determining the entitlement to attend and vote at the 2018 AGM NOTICE IS HEREBY GIVEN that, for the purpose of determining the entitlement of the Shareholders to attend and vote at the 2018 AGM: For Hong Kong Shareholders, the Hong Kong Branch Register will be closed from Tuesday, July 24, 2018 to Friday, July 27, 2018, both days inclusive. During this period, no transfer of Shares will be registered. In order to qualify for attending and voting at the 2018 AGM, the non-registered Hong Kong Shareholders must lodge all transfer documents accompanied by the relevant share certificates for registration with the Hong Kong Branch Registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Monday, July 23, For Singapore Shareholders, the share transfer books and the Singapore Branch Register will be closed at 5:00 p.m. on Monday, July 23, Duly completed registrable transfers of Shares received by the Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore , up to 5:00 p.m. on Monday, July 23, 2018 will be registered to determine Singapore Shareholders entitlements to attend and vote at the 2018 AGM. Any transfer of the Shares between the Hong Kong Branch Register and the Singapore Branch Register by way of deregistration from one branch Register of Members and registration on the other branch Register of Members has to be made not later than 4:30 p.m. on Friday, July 13, 2018 for Hong Kong Shareholders and not later than 5:00 p.m. on Friday, July 13, 2018 for Singapore Shareholders. For determining the entitlement to the Final Dividend NOTICE IS HEREBY GIVEN that, for the purpose of determining the entitlement of the Shareholders to the Final Dividend (subject to the Shareholders approval at the 2018 AGM): For Hong Kong Shareholders, the Hong Kong Branch Register will be closed from Monday, August 13, 2018 to Wednesday, August 15, 2018, both days inclusive. During this period, no transfer of Shares will be registered. In order to qualify for the Final Dividend, the non-registered Hong Kong Shareholders must lodge all transfer documents accompanied by the relevant share certificates for registration with the Hong Kong Branch Registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, August 10, For Singapore Shareholders, the share transfer books and the Singapore Branch Register will be closed at 5:00 p.m. on Friday, August 10, Duly completed registrable transfers of Shares received by the Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore , up to 5:00 p.m. on Friday, August 10, 2018 will be registered to determine Singapore Shareholders entitlements to the proposed Final Dividend. Singapore Shareholders whose Securities Accounts with the CDP are credited with Shares as at 5:00 p.m. on Friday, August 10, 2018 will be entitled to the proposed Final Dividend. 20

23 LETTER FROM THE BOARD Any transfer of the Shares between the Hong Kong Branch Register and the Singapore Branch Register by way of deregistration from one branch Register of Members and registration on the other branch Register of Members has to be made not later than 4:30 p.m. on Thursday, August 2, 2018 for Hong Kong Shareholders and not later than 5:00 p.m. on Thursday, August 2, 2018 for Singapore Shareholders. Shareholders who hold their Shares on the Hong Kong Branch Register will receive their Final Dividend payment in Hong Kong dollars, while Shareholders who hold their Shares on the Singapore Branch Register or whose Securities Accounts are with the CDP will receive their Final Dividend payment in Singapore dollars. For determining the entitlement to the Bonus Shares NOTICE IS HEREBY GIVEN that, for the purpose of determining the entitlement of the Qualifying Shareholders to the Bonus Shares (subject to the Shareholders approval at the 2018 AGM): For Hong Kong Shareholders, the Hong Kong Branch Register will be closed from Monday, August 13, 2018 to Wednesday, August 15, 2018, both days inclusive. During this period, no transfer of Shares will be registered. In order to qualify for the Bonus Shares, the non-registered Hong Kong Shareholders must lodge all transfer documents accompanied by the relevant share certificates for registration with the Hong Kong Branch Registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, August 10, For Singapore Shareholders, the share transfer books and the Singapore Branch Register will be closed at 5:00 p.m. on Friday, August 10, Duly completed registrable transfers of Shares received by the Singapore Share Transfer Agent, Intertrust Singapore Corporate Services Pte. Ltd. at 77 Robinson Road, #13-00 Robinson 77, Singapore , up to 5:00 p.m. on Friday, August 10, 2018 will be registered to determine the entitlements of Singapore Shareholders whose Shares are not deposited with CDP to the Bonus Shares. The entitlements of Singapore Shareholders whose Shares are deposited with CDP will be determined based on the number of Shares standing to the credit of their respective Securities Accounts as at 5:00 p.m. on Friday, August 10, Any transfer of the Shares between the Hong Kong Branch Register and the Singapore Branch Register by way of deregistration from one branch Register of Members and registration on the other branch Register of Members has to be made not later than 4:30 p.m. on Thursday, August 2, 2018 for Hong Kong Shareholders and not later than 5:00 p.m. on Thursday, August 2, 2018 for Singapore Shareholders. 21