CIRCULAR DATED 5 APRIL 2006 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. If you have sold all your shares in the capital of Advanced Holdings Ltd., you should forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or to the bank, stockbroker or agent through whom you effected the sale for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. ADVANCED HOLDINGS LTD. (Incorporated in the Republic of Singapore on 19 February 2004) (Company Registration Number 200401856N) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED SUB-DIVISION OF EACH ORDINARY SHARE IN THE CAPITAL OF THE COMPANY INTO TWO ORDINARY SHARES IMPORTANT DATES Last date and time for lodgement of Proxy Form : 19 April 2006 at 11.00 a.m. Date and time of Extraordinary General Meeting : 21 April 2006 at 11.00 a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m., on the same day and at the same place) Place of Extraordinary General Meeting : Rooms 3 and 4 OCBC Executive Club 65 Chulia Street OCBC Centre, #33-01 Singapore 049513
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CONTENTS Page DEFINITIONS... 2 LETTER TO SHAREHOLDERS OF ADVANCED HOLDINGS LTD. 1. INTRODUCTION... 4 2. THE PROPOSED SUB-DIVISION... 4 3. RATIONALE FOR THE SUB-DIVISION... 4 4. CONDITIONS FOR THE SUB-DIVISION... 5 5. FINANCIAL EFFECTS OF THE SUB-DIVISION... 5 6. PROCEDURES FOR THE SUB-DIVISION... 6 7. ADJUSTMENTS TO ADVANCED SHARE OPTION SCHEME... 7 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS... 7 9. DIRECTORS RECOMMENDATION... 7 10. EXTRAORDINARY GENERAL MEETING.... 7 11. ACTION TO BE TAKEN BY SHAREHOLDERS.... 8 12. NOTICE OF BOOKS CLOSURE... 8 13. RESPONSIBILITY STATEMENT.... 8 14. DOCUMENTS FOR INSPECTION... 8 NOTICE OF EXTRAORDINARY GENERAL MEETING... 9 PROXY FORM 1
DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: Act : The Companies Act, Chapter 50, of Singapore Books Closure Date : From 5 p.m. on 3 May 2006 to 4 May 2006 CDP : The Central Depository (Pte) Limited Circular : This circular dated 5 April 2006 Company : Advanced Holdings Ltd. Directors : The Directors of the Company for the time being as at the date of this Circular EGM : The Extraordinary General Meeting of the Company, notice of which is set out on page 9 of this Circular EPS : Earnings per Share Group : Company and its subsidiaries Latest Practicable Date : The latest practicable date prior to the printing of this Circular, being 7 March 2006 Market Day : A day on which the SGX-ST is open for trading in securities NAV : Net Asset Value Shares : Ordinary shares in the capital of the Company Scheme : Advanced Share Option Scheme Securities Accounts : Securities accounts maintained by Depositors with CDP, but not including securities sub-accounts maintained with a Depository Agent SGX-ST : Singapore Exchange Securities Trading Limited Share Options : Options to subscribe for new Shares granted pursuant to the Scheme Shareholders : Persons (other than CDP) who are for the time being registered as holders of the Shares in the Register of Shareholders of the Company and Depositors who have Shares entered against their names in the Depository Register Sub-Divided Shares : The sub-divided ordinary shares in the capital of the Company following the Sub-Division Sub-Division : The proposed Sub-Division of each ordinary share in the capital of the Company into two ordinary shares in the capital of the Company S$, $ and cents : Singapore dollars and cents, respectively % or per cent : Per centum or percentage 2
The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in section 130A of the 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 to a time of day and date in this Circular is made by reference to Singapore time and date, unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Act or statutory modification as the case may be. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. 3
ADVANCED HOLDINGS LTD. (Incorporated in the Republic of Singapore on 19 February 2004) (Company Registration Number 200401856N) Directors: Dr Choo Boy Lee Emily (Non-Executive Chairman and Director) Dr Wong Kar King (Managing Director) Wong Swee Yoke (Executive Director) Soh Gim Teik (Independent Director) Siau Kai Bing (Independent Director) Registered Office: Blk 196 Pandan Loop #06-13 Pantech Industrial Complex Singapore 128384 5 April 2006 To: The Shareholders of Advanced Holdings Ltd. Dear Sir/Madam THE PROPOSED SUB-DIVISION 1. INTRODUCTION 1.1 On 8 March 2006, the Company announced the proposed Sub-Division of each ordinary share in the capital of the Company into two ordinary shares in the capital of the Company. A copy of the announcement is available on the website of the SGX-ST at www.sgx.com. 1.2 The Directors of the Company are proposing to convene an EGM to be held on 21 April 2006 at Rooms 3 and 4, OCBC Executive Club, 65 Chulia Street, OCBC Centre, #33-01, Singapore 049513 at 11.00 a.m. (or as soon thereafter following, the conclusion or adjournment of the Annual General Meeting of the Company to be held at 10.00 a.m., on the same day and at the same place) to seek Shareholders approval for the proposed Sub-Division. 1.3 The purpose of this Circular is to provide Shareholders with information relating to the proposed Sub-Division to be tabled at the EGM and to seek Shareholders approval for the proposed Sub-Division at the EGM. 1.4 The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Circular. 2. THE PROPOSED SUB-DIVISION The Company is proposed to sub-division each Share into two Sub-Divided Shares. Based on the issued share capital of the Company as at the Latest Practicable Date, the Company has in issue 129,433,588 Shares. If the Sub-Division is approved, the Company will have in issue approximately 258,867,176 Sub-Divided Shares. 3. RATIONALE FOR THE SUB-DIVISION The Company believes that the Sub-Division is beneficial to Shareholders for the following reasons: (a) (b) the reduced price of each Share following the Sub-Division will increase the affordability of the Shares in the Company and hence encourage greater participation by smaller investors, as well as provide greater trading flexibility for existing and potential investors; by improving the accessibility of an investment in the Company to potential investors, it may broaden the shareholder base of the Company; and 4
(c) it is likely to enhance the market liquidity of the Shares over time. The Company will retain trading of the Shares in a board lot of 1,000 Shares following the Sub-Division. 4. CONDITIONS FOR THE SUB-DIVISION The Sub-Division is subject to the approval of Shareholders by way of an ordinary resolution for the Sub-Division, and the approval in-principle of SGX-ST for the listing and quotation of all the Shares each arising from the Sub-Division. On 30 March 2006, the Company announced that it had obtained approval in-principle from the SGX-ST for the listing and quotation of all the Sub-Divided Shares subject to, inter alia, Shareholders approval for the Sub-Division at an EGM to be convened. Any approval by SGX-ST shall not be taken as an indication of the merits of the Sub-Division, the Sub-Divided Shares, the Company or its subsidiaries. 5. FINANCIAL EFFECTS OF THE SUB-DIVISION 5.1 Based on the audited financial statements of the Group for the financial year ended 31 December 2005 and the number of Shares as at 31 December 2005 and as at the Latest Practicable Date, and for illustrative purposes only, the financial effects of the Sub-Division on the ordinary share capital of the Company would have been as follows: As at 31 December 2005 Number of Ordinary Shares Ordinary Share Capital As at the Latest Practicable Date Number of Ordinary Shares Ordinary Share Capital Issued and Paid Up Ordinary Share Capital Before the Sub-Division 112,433,588 $5,842,383 129,433,588 $20,585,898 After the Sub-Division 224,867,176 $5,842,383 258,867,176 $20,585,898 5.2 For illustrative purposes only, the financial effects of the Sub-Division on the Company s issued share capital, earnings and NTA, based on the consolidated financial statements of the Group for the financial year ended 31 December 2005, are shown below: Before Sub-Division After Sub-Division Net profit attributable to Shareholders (S$ 000) 6,942 6,942 NAV (S$ 000) 14,080 14,080 Number of issued shares 112,433,588 224,867,176 Earnings per Share (cents) 6.17 3.09 NAV per Share (cents) 12.52 6.26 5.3 In respect of the financial year ended 31 December 2005, the Company declared an interim dividend of S$0.015 per ordinary share of S$0.04 each (one-tier tax exempt). In the event that the Sub-Division is approved, barring any unforeseen circumstances and depending on various factors including but not limited to, the Company s results of operations, cash flows and financial conditions, the Directors expect the Company to be able to maintain at least the same dividend quantum for the financial year ended 31 December 2006 (on a pre-sub- Division basis), consistent with that paid for the financial year ended 31 December 2005. 5
6. PROCEDURES FOR THE SUB-DIVISION Persons registered in the Register of Members of the Company and Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be included for the purpose of the Sub-Division on the basis of the number of such Shares registered in their names or standing to the credit of their Securities Accounts as at the Books Closure Date. The Notice of Books Closure Date is set out in Section 12 below. 6.1 Deposit of Share Certificates with CDP Shareholders who hold physical share certificate(s) for the Shares in their own names ( Existing Share Certificate(s) ) and who wish to deposit the same with CDP and have their New Shares credited to their Securities Accounts must deposit their Existing Shares Certificate(s), together with the duly executed instruments of transfer in favour of CDP, not later than five (5) Market Days prior to Books Closure Date i.e. not later than 25 April 2006. After Books Closure Date, CDP will only accept for deposit, physical share certificate(s) for New Shares in their own names ( New Share Certificate(s) ). 6.2 Members Entitlement and New Share Certificates Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be allotted the New Shares based on the number of Shares standing to the credit of their Securities Accounts as at the Books Closure Date. Shareholders who have not deposited their Existing Share Certificates as aforesaid or who do not wish to deposit their Existing Share Certificates with CDP are advised to forward all their Existing Share Certificate(s) to the Company s Share Registrar, Tricor Singapore Pte. Ltd. at 8 Cross Street, #11-00 PWC Building, Singapore 048424 as soon as possible after the EGM for cancellation and exchange for the New Share Certificates. New Share certificates will be issued pursuant to the Sub-Division and will be sent, not later than 10 days after the Books Closure Date to: (a) members who are Depositors, by sending the same to CDP; and (b) members who are not Depositors, by ordinary post at their respective address shown in the Register of Members of the Company or in the case of joint holders, to the first name holder at this registered address, at the sole risk of the holders. No receipt will be issued by the Company s Share Registrar for the physical share certificates tendered. Shareholders who hold physical share certificate(s) are reminded that their Existing Share Certificates are no longer good for settlement of trading in the Shares on the SGX-ST (as the Company is under a book-entry (scriptless) settlement system) but will continue to be accepted for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period by the Company s Share Registrar. The Existing Share Certificates and the New Share Certificates will not be valid for delivery pursuant to trades done on the SGX-ST although they will continue to be prima facie evidence of legal title. Shareholders who have lost any of their Existing Share Certificate(s) or whose addresses have changed from those reflected in the Company s Register of Members should notify the Company s Share Registrar immediately. 6.3 Trading of New Shares The cessation date for the trading of the existing Shares and the commencement date for the trading the New Shares on the SGX-ST will be announced separately. 6
7. ADJUSTMENTS TO ADVANCED SHARE OPTION SCHEME The Company will effect the appropriate adjustments to the exercise price and/or the number of Shares comprised in the Share Options to the extent unexercised, subject to, and in accordance with, the rules of the Scheme. As at the Latest Practicable Date, no Shares Options have been issued. 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 8.1 The interest of the Directors in the Shares, as extracted from the Register of Directors Shareholders, as at the Latest Practicable Date is set out below: Direct Interest Deemed Interest Number of Shares Total Interest % of Issued Ordinary Share Capital of the Company (1) Dr Choo Boy Lee Emily (2) 3,309,900 62,019,587 65,329,487 50.47% Dr Wong Kar King (2) 62,019,587 3,309,900 65,329,487 50.47% Wong Swee Yoke 1,300,000 1,300,000 1.00% Soh Gim Teik 65,000 65,000 0.05% Siau Kai Bing 65,000 65,000 0.05% Notes: (1) Based on 129,433,588 issued Shares as at the Latest Practicable Date. (2) Dr Choo Boy Lee Emily is the spouse of Dr Wong Kar King. 8.2 The interests of the substantial Shareholders (other than Directors) in the Shares, as extracted from the Register of Substantial Shareholders, as at the Latest Practicable Date are set out below: Direct Interest Deemed Interest Number of Shares Total Interest % of Issued Ordinary Share Capital of the Company (1) Asian Small Companies Portfolio 8,125,000 8,125,000 6.27% Tiedemann Global Emerging Market LP 128,700 7,874,100 8,002,800 6.18% Wasatch Advisors, Inc. 6,847,800 6,847,800 5.29% Note: (1) Based on 129,433,588 issued Shares as at the Latest Practicable Date. 9. DIRECTORS RECOMMENDATIONS The Directors are of the opinion that the proposed Sub-Division is in the best interests of the Company and accordingly recommend that the Shareholders vote in favour of the ordinary resolution relating to the Sub-Division at the EGM. 10. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 9 of this Circular, will be held on 21 April 2006 at Rooms 3 and 4, OCBC Executive Club, 65 Chulia Street, OCBC Centre, #33-01, Singapore 049513 at 11.00 a.m. (or as soon thereafter as the Annual General Meeting of the Company to be held on the same day is concluded or adjourned) for the purpose of considering and, if thought fit, passing, with or without modifications the ordinary resolution set out in the Notice of EGM. 7
11. ACTION TO BE TAKEN BY SHAREHOLDERS 11.1 Shareholders who are unable to attend the EGM are requested to complete and sign the Proxy Form which is attached to this Circular in accordance with the instructions printed thereon and return it to the Company s registered office at Blk 196 Pandan Loop #06-13, Pantech Industrial Complex, Singapore 128384 as soon as possible and in any event so as to arrive at the Company s registered office not less than 48 hours before the time fixed for the holding of the EGM. The completion and return of the Proxy Form by a Member will not preclude him from attending the EGM and voting in person in place of his proxy should he subsequently wish to do so. 11.2 A Depositor shall not be regarded as a Shareholder of the Company entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM. 12. NOTICE OF BOOKS CLOSURE Notice is hereby given that subject to the approval of the Shareholders for the Sub-Division at the EGM, the Transfer Book and Register of Members of the Company will be closed from 5.00 p.m. on 3 May 2006 to 4 May 2006 (both dates inclusive) for the purpose of determining the Shareholders who hold any existing shares and which are each to be sub-divided in two shares pursuant to the Sub-Division. Accordingly, all completed and stamped transfer forms together with share certificates and registration fees must be lodged with the Company s Share Registrar, Tricor Singapore Pte. Ltd. at 8 Cross Street, #11-00 PWC Building, Singapore 048424 by 5.00 p.m. on 3 May 2006. 13. RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Directors who collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm that, to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are accurate and fair in all material respects as at the date of this Circular and that there are no other material facts the omission of which would make any statement in this Circular misleading. 14. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the registered office of the Company at Blk 196 Pandan Loop #06-13, Pantech Industrial Complex, Singapore 128384 during normal business hours from the date hereof up to and including the date of the EGM: (a) (b) (c) the Memorandum and Articles of Association of the Company; the audited financial statement of the Company for the financial year ended 31 December 2005; the rules of the Scheme. Yours faithfully For and on behalf of the Board of Directors of ADVANCED HOLDINGS LTD. Dr Wong Kar King Managing Director 8
ADVANCED HOLDINGS LTD. (Incorporated in the Republic of Singapore on 19 February 2004) (Company Registration Number 200401856N) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at Rooms 3 and 4, OCBC Executive Club, 65 Chulia Street, OCBC Centre, #33-01, Singapore 049513 on 21 April 2006 at 11.00 a.m. (or as soon thereafter as the Annual General Meeting of the Company to held on the same day is concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without any modifications, the following resolution which will be proposed as an Ordinary Resolution: ORDINARY RESOLUTION The proposed Sub-Division of Each Ordinary Share in the Capital of the Company into Two Ordinary Shares THAT: (a) (b) on and with effect from the Books Closure Date, every one (1) ordinary share in the capital of the Company (both issued and unissued) be sub-divided into two (2) ordinary shares; the Directors of the Company and each of them be and are hereby authorised to do all acts and things as they may consider necessary or expedient to give effect to this Resolution. By Order of the Board Ong Beng Hong Company Secretary Singapore 5 April 2006 Notes: (1) A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy or proxies (not more than two) to attend and vote on his stead. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company. (2) The Proxy Form must be deposited at the registered office of the Company at Blk 196 Pandan Loop #06-13, Pantech Industrial Centre, Singapore 128384 not less than 48 hours before the time fixed for holding the Extraordinary General Meeting in order to be entitled to attend and to vote at the Extraordinary General Meeting. (3) A Depositor s name must appear on the Depository Register maintained by CDP as at 48 hours before the time fixed for holding the Extraordinary General Meeting in order to be entitled to attend and vote at the Extraordinary General Meeting. 9
Notice of Books Closure Subject to the approval of the Shareholders for the Sub-Division at the extraordinary general meeting of the Company to be held on 21 April 2006, the Transfer Book and Register of Members of the Company will be closed from 5.00 p.m. on 3 May 2006 to 4 May 2006 (both dates inclusive) for the purpose of determining the shareholders who hold any existing shares and which are each to be sub-divided in two shares pursuant to the sub-division of shares set out in the Circular of the Company dated 5 April 2006. Accordingly, all completed and stamped transfer forms together with share certificates and registration fees must be lodged with the Company s Share Registrar, Tricor Singapore Pte. Ltd. at 8 Cross Street, #11-00 PWC Building, Singapore 048424 by 5.00 p.m. on 3 May 2006. 10
ADVANCED HOLDINGS LTD. (Incorporated in the Republic of Singapore on 19 February 2004) (Company Registration Number 200401856N) PROXY FORM FOR EXTRAORDINARY MEETING ( EGM ) I/We of being a *member/ members of Advanced Holdings Ltd. (the Company ), hereby appoint Mr/ Mrs/Ms: Name Address NRIC/Passport Number Proportion of Shareholdings (%) * and/or failing him/her (delete as appropriate) or failing *him/her, the Chairman of the EGM, as *my/our *proxy/proxies to attend and to vote for *me/us on *my/our behalf and, if necessary, to demand a poll, at the EGM of the Company to be held at Rooms 3 and 4, OCBC Executive Club, 65 Chulia Street, #33-01, Singapore 049513 on 21 April 2006 at 11.00 a.m. and at any adjournment thereof.*i/we direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the EGM as indicated hereunder. If no specific direction as to voting is given, the *proxy/proxies will vote or abstain from voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the EGM. IMPORTANT: PLEASE READ NOTES OVERLEAF AND BELOW BEFORE COMPLETING THIS PROXY FORM RESOLUTIONS Ordinary Resolution To approve the proposed Sub-Division of each ordinary share in the capital of the Company into two ordinary shares To be used on a show of hands For Against No. of Votes For To be used in the event of a poll No. of Votes Against Please indicate your vote For or Against with a within the box provided. If you wish to exercise all your votes For or Against, please indicate with a within the box provided. Alternatively, please indicate the number of votes as appropriate. * Delete accordingly Dated this day of 2006. Total Number of Shares in (a) CDP Register (b) Register of Members Signature(s) of Member(s) or Common Seal of Corporate Shareholder
Notes: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint a proxy or proxies (not more than two) to attend and vote on his/her behalf. A proxy need not be a member of the Company. 3. Where a member appoints two proxies, the appointments shall be deemed to be in the alternative unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy. 4. The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at Blk 196 Pandan Loop #06-13, Pantech Industrial Centre, Singapore 128384 not less than 48 hours before the time appointed for the Extraordinary General Meeting. 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Extraordinary General Meeting, in accordance with Section 179 of the Companies Act, Chapter 50 of Singapore. General: The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have Shares entered against his/her name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by The Central Depository (Pte) Limited to the Company.
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