CIRCULAR DATED 1 APRIL 2011 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your shares in the capital of Transpac Industrial Holdings Limited (the Company ), you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the Proxy Form to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or referred to, or opinions expressed in this Circular. TRANSPAC INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Unique Entity No: 199400941K CIRCULAR TO SHAREHOLDERS in relation to THE PROPOSED CAPITAL REDUCTION AND CASH DISTRIBUTION IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 26 April 2011 at 11.00 a.m. Date and time of Extraordinary General Meeting : 28 April 2011 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 : Concorde 1, 3 rd Level Concorde Hotel Singapore 100 Orchard Road Singapore 238840
CONTENTS Page DEFINITIONS... 3 INDICATIVE TIMETABLE... 5 LETTER TO SHAREHOLDERS 1. INTRODUCTION... 6 2. THE PROPOSED CAPITAL REDUCTION AND CASH DISTRIBUTION... 6 3. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS... 11 4. DIRECTORS RECOMMENDATIONS... 11 5. EXTRAORDINARY GENERAL MEETING... 12 6. ACTION TO BE TAKEN BY SHAREHOLDERS... 12 7. INSPECTION OF DOCUMENTS... 12 8. DIRECTORS RESPONSIBILITY STATEMENT... 12 APPENDIX A PROFORMA BALANCE SHEETS BEFORE AND AFTER THE CAPITAL REDUCTION... 13 NOTICE OF EXTRAORDINARY GENERAL MEETING... 14 PROXY FORM 2
DEFINITIONS In this Circular, the following definitions apply throughout except where the context otherwise requires: Books Closure Date : A date to be announced on which the Transfer Books and the Register of Members of the Company will be closed in order to determine the entitlements of relevant Shareholders under the Capital Reduction and Cash Distribution. Capital Reduction : The proposed capital reduction exercise to be carried out by the Company pursuant to Section 78C of the Companies Act to return to Shareholders part of the paid-up share capital of the Company which is in excess of the needs of the Company, details of which are set out on page 6 of this Circular. Cash Distribution : The proposed cash distribution by the Company to entitled Shareholders of S$0.57 in cash for each Share held as at the Books Closure Date pursuant to the Capital Reduction. CDP : The Central Depository (Pte) Limited. Companies Act : The Companies Act, Chapter 50 of Singapore. Company : Transpac Industrial Holdings Limited. CPF : The Central Provident Fund Board. Directors : The directors of the Company as at the Latest Practicable Date. EGM : The Extraordinary General Meeting of the Company, notice of which is set out on page 14 of this Circular. Income Tax Act : The Income Tax Act, Chapter 134 of Singapore. Latest Practicable Date : 14 March 2011, being the latest practicable date prior to the printing of this Circular. Listing Manual : The Listing Manual of the SGX-ST. Securities Accounts : Securities accounts maintained by a Depositor with CDP, but not including securities sub-accounts maintained with a Depository Agent. SGX-ST : Singapore Exchange Securities Trading Limited. Shareholders : Persons who are registered as holders of Shares in the Register of Members of the Company and Depositors who have Shares credited to their Securities Accounts. Shares : Ordinary shares in the capital of the Company. S$ : Singapore dollars. Warrants : The Series B warrants of the Company issued pursuant to a deed poll dated 6 April 2009, each warrant carrying the right to subscribe for one new Share at an exercise price of S$1.00 subject to adjustment in accordance with the terms and conditions of the warrants. 3
DEFINITIONS Warrantholders : Means in relation to any Warrant, the person or persons for the time being registered in the Warrant Register as the holder or joint holders of that Warrant, except that where the registered holder is CDP, it shall mean the persons named in the Depository Register against which such Warrants are credited. % : Per centum or percentage. The expressions Depositor, Depository Agent and Depository Register shall have the respective meanings ascribed to them in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Words importing 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 enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or the Listing Manual, or any modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act or the Listing Manual or any modification thereof, as the case may be. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. 4
INDICATIVE TIMETABLE The following are the indicative dates and times for the Capital Reduction and Cash Distribution (1) : Last date and time for lodgement of Proxy Forms : 26 April 2011 at 11.00 a.m. for the EGM (2) Date and time of the EGM : 28 April 2011 at 11.00 a.m. (or as soon thereafter as the Annual General Meeting of the Company to be held at 10.00 a.m. on the same day and at the same place is concluded or adjourned) Expected Effective Date for the Capital Reduction : 9 June 2011 Expected Books Closure Date for the Capital : 13 June 2011 Reduction Expected Payment Date for the Cash Distribution : 22 June 2011 Notes: (1) The above timetable is only indicative and the actual dates of the above events will be announced in due course on the website of the SGX-ST (by way of an SGXNET announcement). (2) All Proxy Forms must be lodged at the registered office of the Company at 79 Robinson Road #11-06 CPF Building Singapore 068897, not less than 48 hours before the EGM. Completion and return of a Proxy Form will not preclude a Shareholder from attending and voting in person at the EGM. 5
LETTER TO SHAREHOLDERS TRANSPAC INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Unique Entity No: 199400941K Directors: Registered Office: Kin Chan (Chairman) 79 Robinson Road Chen Wei Ching (Vincent) #11-06 CPF Building Cheong Kok Yew (Stanley) Singapore 068897 Vince Feng Liong Tong Kap Li Yick Yee Angie George Raymond Zage III Wong Ka Lok (Ivan), alternate director to Li Yick Yee Angie To: The Shareholders of Transpac Industrial Holdings Limited 1 April 2011 Dear Sir/Madam 1. INTRODUCTION 1.1 EGM. The Directors are convening the EGM to be held on 28 April 2011 to seek Shareholders approval for the proposed Capital Reduction and Cash Distribution. 1.2 Circular. The purpose of this Circular is to provide Shareholders with information relating to the proposal to be tabled at the EGM. 1.3 SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Circular. 2. THE PROPOSED CAPITAL REDUCTION AND CASH DISTRIBUTION 2.1 Announcement. On 23 February 2011, the Directors announced the Capital Reduction involving a Cash Distribution of S$0.57 for each Share held as at the Books Closure Date pursuant to the Capital Reduction, making an aggregate Cash Distribution of approximately S$100.20 million, assuming a total of 175,796,596 fully paid-up Shares as at the Books Closure Date 1. The Company has obtained the approval-in-principle of the SGX-ST for the proposed Capital Reduction and Cash Distribution. A copy of the Company s announcement is available on the website of the SGX-ST at www.sgx.com. 2.2 The Proposed Capital Reduction and Cash Distribution. The Company is proposing the Capital Reduction pursuant to which the Company will return to Shareholders (including Shareholders who hold odd lots of Shares) S$0.57 for each Share held as at the Books Closure Date. Assuming a total of 175,796,596 fully paid-up Shares as at the Books Closure Date, an aggregate amount of approximately S$100.20 million will be returned to Shareholders pursuant to the Capital Reduction. The actual amount to be returned to Shareholders pursuant to the Capital Reduction will be based on the paid-up share capital of the Company as at the Books Closure Date. As at the 1 As at the Latest Practicable Date, there were a total of 175,004,142 fully paid-up Shares and 792,454 outstanding Warrants. The figure of 175,796,596 fully paid-up Shares assumes that all the 792,454 Warrants have been exercised. 6
LETTER TO SHAREHOLDERS Latest Practicable Date, the paid-up share capital of the Company is approximately S$138 million comprising of 175,004,142 Shares. This amounts to a paid-up share capital per Share of approximately S$0.79. Based on the paid-up share capital of the Company as at the Latest Practicable Date, approximately S$99.75 million will be distributed to Shareholders pursuant to the Capital Reduction. The Capital Reduction will not result in a cancellation of Shares or a change in the number of Shares held by Shareholders immediately after the Capital Reduction. 2.3 Illustration. The following illustrates the position of a Shareholder who holds 1,000 fully paid-up Shares as at the Books Closure Date: Shareholder with 1,000 Shares Position pre-capital Reduction Shares currently held 1,000 Position post-capital Reduction Cash Distribution received (S$) 570 Shares held post-capital Reduction 1,000 In summary, Shareholders (including Shareholders who hold odd lots of Shares) will receive a cash distribution of S$570 for every 1,000 fully paid-up Shares or such sum based on S$0.57 for every fully paid up Share held as at the Books Closure Date, while maintaining the same proportionate shareholding in the Company. 2.4 Funds for the Capital Reduction. The Company has determined that based on current cash and projected cash positions, the ongoing cash flow generated by divestments and the ability of the Company in obtaining financing up to a limit of 30% of its net asset value (per the terms of the Company s prospectus) do allow for the return of capital to Shareholders. In determining the level of capital to be returned to Shareholders, the Company has ensured that it retains sufficient equity to support its current business and to allow flexibility to pursue appropriate business opportunities as and when they arise in the future, including raising new funds for new investments or borrowing funds if the need arises. The Directors of the Company are of the opinion that the Cash Distribution of approximately S$100.20 million (assuming a total of 175,796,596 fully paid-up Shares as at the Books Closure Date) to be returned to the Shareholders pursuant to the Capital Reduction is in excess of the needs of the Company and that the financial resources available to the Company and the Company s share capital base following the Capital Reduction will be sufficient for the foreseeable near-term operating and investment needs of the Company. Pursuant to this, the Directors will each make a solvency statement confirming that there is no ground on which the Company can be found to be unable to pay its debts as they fall due as at the date of the solvency statement and within the period of 12 months immediately following the date of the solvency statement and that the value of the Company s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the Capital Reduction, become less than the value of its liabilities (including contingent liabilities). Copies of the solvency statements signed by the Directors will be available for inspection at the EGM, as well as at the registered office of the Company from the date of the EGM until 6 weeks after the date of the EGM. 7
LETTER TO SHAREHOLDERS 2.5 Rationale for the Capital Reduction. The Company is proposing the Capital Reduction for the following reasons: (a) Returning Surplus Capital to Shareholders The Company has determined that, taking account of the reserves available to the Company in the form of cash and investible funds and the ongoing cash flow generated by its operating business, the current level of capital held by the Company is surplus to its requirements. In determining the level of capital to be returned to Shareholders, the Company has ensured that it retains sufficient capital reserves to support its existing business and to allow flexibility to pursue appropriate business opportunities should such opportunities arise in the future, including raising new funds if the need arises. The Capital Reduction allows for a substantial cash distribution to be made to Shareholders, while enabling each Shareholder to maintain the same proportionate shareholding in the Company. (b) Enhance shareholders value A capital reduction achieves a permanent improvement in capital structure when the paidup share capital of a company is reduced. 2.6 Taxation. Shareholders should note that the following statements are not to be regarded as advice on the tax position of any Shareholder or on any tax implications arising from the Capital Reduction. Shareholders who are in doubt as to their respective tax positions or any such tax implications or who may be subject to tax in a jurisdiction outside Singapore should consult their own professional advisers. Section 10I of the Income Tax Act provides that where a Singapore resident company makes a payment to its shareholders upon a reduction of its share capital and such a capital reduction is made out of contributed capital of the company, the payment to the shareholders will be treated as a return of capital and not as a payment of dividend. For Singapore income tax purposes, a return of capital would generally be treated as capital in nature and would not be taxable to the shareholders in Singapore, except in certain cases, such as shareholders who are traders in securities or who have classified their investments as trading stocks, marketable securities or short-term investments. In relation to the Cash Distribution to be made to Shareholders pursuant to the Capital Reduction, the amounts are to be paid to Shareholders out of the paid-up share capital of the Company and will likely be regarded as a return of capital and should not be treated as a distribution of dividend to Shareholders for purposes of Singapore income tax. 2.7 Conditions for the Capital Reduction. The Capital Reduction is subject to, inter alia: (a) (b) (c) (d) the Directors of the Company making a solvency statement in relation to the reduction of share capital; the approval of the Shareholders by way of a special resolution for the Capital Reduction at the EGM; a waiting period of 6 weeks from the date on which the special resolution is passed where creditors of the Company can apply to court for the special resolution to be cancelled ( Objection Period ); and all other relevant approvals and consents being obtained. In accordance with the Companies Act, if and after the special resolution is passed at the EGM, the Company will send a notice to the Comptroller of Income Tax notifying the special resolution passed at the EGM and lodge a copy of the solvency statement with the Accounting and Corporate Regulatory Authority of Singapore ( ACRA ). 8
LETTER TO SHAREHOLDERS After the expiry of the Objection Period and if no application has been made to court for the special resolution to be cancelled, the Company will lodge with ACRA the documents as prescribed under the Companies Act. 2.8 Payment Date. The special resolution for the Capital Reduction will take effect after the expiry of the Objection Period (if no application has been made to court for the cancellation of the special resolution) and the lodgement of the prescribed documents with ACRA, and the Cash Distribution will be made thereafter. Subject to the above conditions being satisfied, it is currently expected that the Cash Distribution will be paid to the relevant Shareholders on or about 22 June 2011. 2.9 Financial Effects of the Distribution. For illustrative purposes only, assuming the Capital Reduction was implemented on 31 December 2010, the financial effects of the Capital Reduction are set out below. The following assumptions have been made for the purposes of illustrating the financial effects of the Capital Reduction: (a) (b) an appropriation of S$0.57 per Share from the paid-up share capital of the Company; and the total number of issued and fully paid-up Shares held as at 31 December 2010 being 174,986,375 Shares 2. Share Capital/Earnings Per Share The Capital Reduction will have no impact on the number of Shares held by Shareholders. Accordingly, there is no impact on earnings per share 3. The proforma effect of the Capital Reduction on the share capital of the Company as at 31 December 2010, based on the audited financial statements of the Company as at 31 December 2010, will be a reduction of the paid-up share capital from S$137.99 million to S$38.24 million. Net Gearing Gearing is defined as bank borrowings divided by shareholders funds. As at 31 December 2010, the Company had no bank borrowings. Hence, the Capital Reduction will not have any effect on the Company s gearing. Shareholders Funds The proforma effects of the Capital Reduction on the shareholders funds of the Company as at 31 December 2010 based on the audited financial statements of the Company as at 31 December 2010 are as follows: As at Proforma after (S$ 000) 31 December 2010 Capital Reduction Share Capital 137,986 38,244 Retained Earnings 32,870 32,870 Other Reserves 94,750 94,750 Shareholders Funds 265,606 165,864 2 3 Please refer to footnote 1 on page 6. For the purpose of determining the impact on earnings per share, transaction costs arising from the Capital Reduction and finance income arising from the funds used to finance the Capital Reduction have not been adjusted for as the amounts are not considered to be significant. 9
LETTER TO SHAREHOLDERS Net Tangible Assets ( NTA ) The proforma effects of the Capital Reduction on the net tangible assets of the Company as at 31 December 2010 based on the audited financial statements of the Company as at 31 December 2010 are as follows: As at Proforma after 31 December 2010 Capital Reduction NTA (S$ 000) 265,606 165,864 Number of issued and paid-up Shares ( 000) 174,986 174,986 NTA per Share (S$) 1.52 0.95 2.10 Administrative Procedures for the Capital Reduction. The following paragraphs set out the administrative procedures for the Capital Reduction. Shareholders should note that dates stated in this section are tentative, and are subject to the Capital Reduction being effective. Please refer to section 2.7 of this Circular for the conditions for the Capital Reduction. 2.10.1 Books Closure Date. 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 entitled to receive a Cash Distribution of S$0.57 for each Share held as at the Books Closure Date, on the basis of the number of Shares registered in their names or standing to the credit of their Securities Accounts as at the Books Closure Date. The Company will announce the Books Closure Date in due course after the EGM. 2.10.2 Shareholders holding Scrip Shares. Shareholders who hold Shares registered in their own names in the Register of Members of the Company and who wish to deposit their Shares with CDP prior to the Books Closure Date must deliver their existing share certificates in respect of their Shares, together with the duly executed instruments of transfer in favour of CDP, at least 12 market days prior to the Books Closure Date in order for their Securities Accounts maintained with CDP to be credited with the relevant Shares prior to the Books Closure Date. CDP will not accept the old share certificates in respect of Shares for deposit from the Books Closure Date onwards for the purpose of the Capital Reduction. 2.10.3 Payment of the Cash Distribution. Payment of the Cash Distribution pursuant to the Capital Reduction will be made in the following manner: (a) (b) Scripless Shareholders Shareholders who are Depositors and who have Shares standing to the credit of their Securities Accounts as at the Books Closure Date will have the cheques for payment of their respective entitlements to the Cash Distribution under the Capital Reduction despatched to them by CDP by ordinary post at their own risk to their mailing address as recorded with CDP by, tentatively, 22 June 2011. Alternatively, such Shareholders will have payment of their respective entitlements to the Cash Distribution under the Capital Reduction made in such other manner as they may have agreed with CDP for the payment of dividends or other distributions by, tentatively, 22 June 2011. Shareholders holding Scrip Shares Shareholders whose Shares are registered in the Register of Members of the Company as at the Books Closure Date will have the cheques for payment of their entitlements to the Cash Distribution under the Capital Reduction despatched to them, by ordinary post at their own risk by, tentatively, 22 June 2011. 2.11 Warrants. Warrantholders who exercise their Warrants into new Shares so as to be registered as a Shareholder as at the Books Closure Date will be entitled to the Cash Distribution in respect of such Shares, subject to the Capital Reduction being effective. 10
LETTER TO SHAREHOLDERS Pursuant to the deed poll dated 6 April 2009 relating to the Warrants, the exercise price of each Warrant outstanding as at the date after the Books Closure Date will be adjusted downwards for the Capital Reduction and Cash Distribution in accordance with the terms and conditions of the Warrants in consultation with a bank or merchant bank in Singapore selected by the Directors, which adjustment will be certified by the auditors of the Company. Any such adjustment will be effective from the commencement of the market day next following the Books Closure Date. 3. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Based on the Register of Directors and the Register of Substantial Shareholders, as at the Latest Practicable Date, the shareholdings of the Directors and Substantial Shareholders in the Company are as follows: Direct Interest Deemed Interest Number of Number of Shares % 1 Shares % 1 Directors Kin Chan 96,394,331 55.08 Chen Wei Ching (Vincent) 250,000 0.14 200,000 0.11 Vince Feng George Raymond Zage III 4,264,851 2.44 Cheong Kok Yew (Stanley) 20,422,670 11.67 Liong Tong Kap Li Yick Yee Angie 96,394,331 55.08 Substantial Shareholders ASM Ventures Limited 36,601,536 20.92 ASM Asia Recovery (Master) Fund 83,669,656 47.81 ASM Asia Recovery Fund 83,669,656 47.81 Argyle Street Management Holdings 96,394,331 55.08 Limited Argyle Street Management Limited 96,394,331 55.08 V-Nee Yeh 96,394,331 55.08 ASM Hudson River Fund 49,326,211 28.19 Transpac Investments Limited 20,422,670 11.67 Bastion Associates Limited 20,422,670 11.67 Techno-Ventures Hong Kong Limited 20,422,670 11.67 Leong Ka Cheong Christopher 1 NM 2 21,159,071 12.09 Notes: (1) Based on 175,004,142 total issued Shares as at the Latest Practicable Date. (2) Not Meaningful. 4. DIRECTORS RECOMMENDATIONS The Proposed Capital Reduction and Cash Distribution. The Directors are of the opinion that the Capital Reduction and Cash Distribution is in the best interests of the Company. Accordingly, they recommend that Shareholders vote in favour of the special resolution relating to the proposed Capital Reduction and Cash Distribution at the EGM. 11
LETTER TO SHAREHOLDERS 5. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 14 of this Circular, will be held at Concorde 1, 3 rd Level Concorde Hotel Singapore, 100 Orchard Road, Singapore 238840 on 28 April 2011 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) for the purpose of considering and, if thought fit, passing, with or without any modifications, the special resolution set out in the Notice of EGM. 6. ACTION TO BE TAKEN BY SHAREHOLDERS 6.1 Appointment of Proxies. Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote on their behalf, should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company at 79 Robinson Road #11-06 CPF Building Singapore 068897 not later than 48 hours before the time fixed for the EGM. The completion and return of the proxy form by a Shareholder will not preclude him from attending and voting in person at the EGM in place of his proxy if he wishes to do so. 6.2 When Depositor regarded as Shareholder. A Depositor shall not be regarded as a Shareholder entitled to attend and vote at the EGM unless he is shown to have Shares entered against his name in the Depository Register as at 48 hours before the time fixed for holding the EGM, as certified by CDP to the Company. Series B Warrantholders must exercise their Warrants by 13 April 2011 in order to be registered as a Shareholder in the Depository Register in time to be entitled to attend and vote at the EGM. 7. INSPECTION OF DOCUMENTS The following documents are available for inspection at the registered office of the Company at 79 Robinson Road #11-06 CPF Building Singapore 068897 during normal business hours from the date of this Circular up to the date of the EGM: (a) the Memorandum and Articles of Association of the Company; and (b) the Annual Report of the Company for the financial year ended 31 December 2010. Copies of the solvency statements signed by the Directors will be available for inspection at the EGM on the date of the EGM, as well as at the registered office of the Company from the date of the EGM until 6 weeks after the date of the EGM. 8. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been reviewed and approved by all the Directors and they (including those who have delegated detailed supervision of this Circular) collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate and that there are no material facts the omission of which would make any statement in this Circular misleading. Yours faithfully for and on behalf of the Board of Directors Transpac Industrial Holdings Limited Kin Chan Chairman 12
APPENDIX A PROFORMA BALANCE SHEETS BEFORE AND AFTER THE CAPITAL REDUCTION For illustrative purposes only, the effect of the Capital Reduction on the audited balance sheets of the Company as at 31 December 2010 is as follows: Audited as at Proforma After 31 December 2010 Capital Reduction S$ 000 S$ 000 # ASSETS Current Assets Cash and cash equivalents 137,535 37,793 Other investment 30,000 30,000 Other current assets 17,986 17,986 185,521 85,779 Non-current Assets Investments - Available-for-sale 86,439 86,439 Loan receivable 20,283 20,283 106,722 106,722 Total assets 292,243 192,501 LIABILITIES Current Liabilities Trade and other payables 22,325 22,325 Current income tax liabilities 4,312 4,312 Total liabilities 26,637 26,637 NET ASSETS 265,606 165,864 Equity Share capital 137,986 38,244 Retained earnings 32,870 32,870 Capital reserve 91,139 91,139 Fair value reserve for available-for-sale investments 3,611 3,611 Total equity 265,606 165,864 # Based on 174,986,375 fully paid-up Shares as at 31 December 2010, and an appropriation of S$0.57 per Share from the paid-up share capital of the Company. 13
NOTICE OF EXTRAORDINARY GENERAL MEETING TRANSPAC INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Unique Entity No: 199400941K) NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Transpac Industrial Holdings Limited (the Company ) will be held at Concorde 1, 3 rd Level Concorde Hotel Singapore, 100 Orchard Road, Singapore 238840 on 28 April 2011 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) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution: Special Resolution The Proposed Capital Reduction and Cash Distribution (1) Reduction of Paid-Up Share Capital That the paid-up share capital of the Company be reduced by the sum of up to S$100.20 million and that such reduction be effected by returning to shareholders S$0.57 in cash for each fully paidup ordinary share in the capital of the Company held as at a books closure date to be determined by the Directors; and (2) Authority to Directors That all the Directors and each of them be authorised and empowered to do all acts and things as they or he may consider necessary or expedient to give effect to this Resolution, including without limitation to the foregoing, to negotiate, sign, execute and deliver all documents, and approve any amendments, alterations or modifications to any document (if required). BY ORDER OF THE BOARD Tham Shook Han (Ms) Company Secretary 1 April 2011 NOTICE TO SERIES B WARRANTHOLDERS Series B Warrantholders must exercise their Warrants by 13 April 2011 in order to be registered as a shareholder in the Depository Register in time to be entitled to attend and vote at the EGM. Notes: 1. A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. 2. Where a member appoints two proxies, he shall specify the proportion of his shareholding to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100 per cent of the shareholding and any second named proxy as an alternate to the first named. 3. The instrument of proxy shall be under the hand of the member, or by its attorney duly authorized in writing, or if the member is a corporation, under seal or under the hand of its attorney duly authorized in writing. The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf of the member or duly certified copy of that power of attorney or other authority (failing previous registration with the Company) shall be attached to the instrument of proxy. 4. A body corporate which is a member may also appoint by resolution of its directors or other governing body such person as it thinks fit to act as its authorized representative in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore. 5. The instrument appointing a proxy must be deposited at the registered office of the Company at 79 Robinson Road #11-06 CPF Building Singapore 068897 not less than 48 hours before the time appointed for holding the meeting. 14
TRANSPAC INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Unique Entity No: 199400941K) PROXY FORM IMPORTANT 1. For investors who have used their CPF moneys to buy shares in the capital of Transpac Industrial Holdings Limited, this Circular is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This proxy form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF investors who wish to attend the Extraordinary General Meeting as an observer must submit their requests through their CPF Approved Nominees in accordance with their instructions within the timeframe specified. 4. CPF investors who wish to vote must submit their voting instructions to their CPF Approved Nominees to enable them to vote on their behalf. I/We, NRIC/Passport/Unique Entity No: of (address) being *a member/members of TRANSPAC INDUSTRIAL HOLDINGS LIMITED (the Company ), hereby appoint: NRIC/Passport Proportion of Name Address Number Shareholdings (%) *and/or NRIC/Passport Proportion of Name Address Number Shareholdings (%) as *my/our *proxy/proxies to vote for *me/us on *my/our behalf and, if necessary to demand a poll at the Extraordinary General Meeting of the Company, to be held at Concorde 1, 3 rd Level Concorde Hotel Singapore, 100 Orchard Road, Singapore 238840 on 28 April 2011 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) and at any adjournment thereof. (Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the special resolution as set out in the Notice of Extraordinary General Meeting. In the absence of specific directions, the *proxy/proxies will vote or abstain as *he/she/they may in his/her/their discretion think(s) fit on any matter arising at the Extraordinary General Meeting.) Special Resolution For Against To approve the proposed Capital Reduction and Cash Distribution Dated this day of 2011. Total Number of Shares Held Signature(s) of member(s)/common Seal of Corporate Shareholder *Delete accordingly IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS PROXY FORM
Notes:- IMPORTANT 1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or two proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 2. Where a member appoint two proxies, he shall specify the proportion of his shareholding to be represented by each proxy. If no such proportion or number is specified, the first named proxy may be treated as representing 100 per cent of the shareholding and any second named proxy as an alternate to the first named. 3. This instrument of proxy must be signed by the appointor or his/her duly authorized attorney or, if the appointor is a body corporate, signed by its attorney or affixed with its common seal thereto. The power of attorney or other authority, if any, under which the instrument of proxy is signed on behalf of the Member or a duly certified copy of that power of attorney or other authority (failing previous registration with the Company) shall be attached to the instrument of proxy. 4. A body corporate which is a member may also appoint by resolution of its directors or other governing body such person as it thinks fit to act as its authorized representative in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore. 1 st fold here and seal Please affix postage stamp The Company Secretary TRANSPAC INDUSTRIAL HOLDINGS LIMITED 79 Robinson Road #11-06 CPF Building Singapore 068897 2 nd fold here 5. This instrument appointing a proxy or proxies, (together with the power of attorney (if any) under which it is signed or a certified copy thereof), must be deposited at the registered office of the Company at 79 Robinson Road #11-06 CPF Building Singapore 068897, not less than 48 hours before the time fixed for holding the Extraordinary General Meeting. 6. Please insert the total number of shares held by you. If you have shares entered against your name on 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 entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this instrument of proxy will be deemed to relate to all the shares held by you. 7. The Company shall be entitled to reject this instrument of proxy 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 this instrument of proxy. In addition, in the case of members whose shares are deposited with The Central Depository (Pte) Limited ( CDP ), the Company may reject any instrument of proxy lodged if such member is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for the holding of the Extraordinary General Meeting as certified by CDP to the Company. 3 rd fold here and seal