9/15/2020 REPL::Tender/ Acquisition/ Takeover/ Purchase Offer::Voluntary

https://links.sgx.com/1.0.0/corporate-announcements/ZE233OILBHXVT9KX/faf1a925cda7fb4f721dc366598af6ff338f383bd3b2cdb04762651a3c4… 1/2

Issuer & Securities

Issuer/ Manager

TECKWAH INDUSTRIAL CORPORATION LTD

Security

TECKWAH INDUSTRIAL CORP LTD - SG0561000464 - 561

Announcement Details

Announcement Title

Voluntary Tender/ Acquisition/ Takeover/ Purchase Offer

Date &Time of Broadcast

15-Sep-2020 17:29:35

Status

Replacement

Corporate Action Reference

SG200813TENDAB86

Submitted By (Co./ Ind. Name)

Lo Swee Oi

Designation

Secretary

Percentage Sought (%)

43.88

Financial Year End

31/12/2020

Event Narrative

Narrative Type Narrative Text

Offeror Voluntary Conditional Cash Offer by Clementine Investments Pte Ltd

Additional Text Appointment of Independent Financial Adviser

Additional Text Despatch of Offeree Circular

Disbursement Details

Closing Time

17:30:00

Existing Security Details

Disbursement Type

REPL::TENDER/ ACQUISITION/ TAKEOVER/ PURCHASE OFFER::VOLUNTARY

9/15/2020 REPL::Tender/ Acquisition/ Takeover/ Purchase Offer::Voluntary

https://links.sgx.com/1.0.0/corporate-announcements/ZE233OILBHXVT9KX/faf1a925cda7fb4f721dc366598af6ff338f383bd3b2cdb04762651a3c4… 2/2

Cash

Cash Payment Details

Offer Price

SGD 0.65

Attachments

Total size =1503K MB

Related Announcements

Related Announcements

21/08/2020 17:40:2313/08/2020 00:40:13

Ann-Despatch of Offeree Circular.pdf

Teckwah Industrial Corporation Ltd Circular dated 15 September 2020.pdf

https://links.sgx.com/1.0.0/corporate-announcements/ZE233OILBHXVT9KX/631707_Ann-Despatch%20of%20Offeree%20Circular.pdfhttps://links.sgx.com/1.0.0/corporate-announcements/ZE233OILBHXVT9KX/631708_Teckwah%20Industrial%20Corporation%20Ltd%20Circular%20dated%2015%20September%202020.pdf

VOLUNTARY CONDITIONAL CASH OFFER FOR TECKWAH INDUSTRIAL CORPORATION LTD

DESPATCH OF OFFEREE CIRCULAR

1. INTRODUCTION

The board of directors (the "Board") of Teckwah Industrial Corporation Ltd (the "Company")

refers to the announcement released on 12 August 2020 by Oversea-Chinese Banking

Corporation Limited, for and on behalf of Clementine Investments Pte. Ltd. (the "Offeror"),

regarding the despatch of the formal offer document dated 2 September 2020 (the "Offer

Document") containing, inter alia, the terms and conditions of the voluntary conditional cash

offer (the "Offer") for all the issued ordinary shares in the capital of the Company, other than

those already owned, controlled or agreed to be acquired by the Offeror.

2. DESPATCH OF OFFEREE CIRCULAR

The Board wishes to inform the shareholders of the Company (the "Shareholders") that the

Company has today despatched a circular dated 15 September 2020 (the "Offeree Circular")

to the Shareholders.

The Offeree Circular contains, inter alia:

(a) the advice of RHT Capital Pte. Ltd., the independent financial adviser to the directors

of the Company who are considered independent for the purposes of the Offer (the

"Independent Directors");

(b) the recommendation of the Independent Directors in respect of the Offer; and

(c) other relevant information pertaining to the Offer for the consideration of the

Shareholders in compliance with Rule 24 of the Singapore Code on Take-overs and

Mergers.

Any Shareholder who has not received the Offeree Circular within one (1) week from the date

hereof may obtain a copy from the Company's share registrar, Tricor Barbinder Share

Registration Services, during normal business hours on any day (other than a public holiday,

Saturday or Sunday) up to the closing date of the Offer at 5.30 p.m. at the address set out

below:

Tricor Barbinder Share Registration Services

80 Robinson Road

#02-00

Singapore 068898

Tel: +65 6236 3333

All Shareholders should note that an electronic copy of the Offeree Circular is available on the

website of the Singapore Exchange Securities Trading Limited at www.sgx.com.

3. CLOSING DATE

It is stated in the Offer Document that acceptances of the Offer should be received by 5.30

p.m. (Singapore time) on 30 September 2020 or such later date(s) as may be announced

from time to time by or on behalf of the Offeror.

4. RESPONSIBILITY STATEMENT

The directors of the Company (including any who may have delegated detailed supervision of

this announcement) have taken all reasonable care to ensure that the facts stated and all

opinions expressed in this announcement (other than those relating to the Offeror) are fair

and accurate and that there are no material facts not contained in this announcement, the

omission of which would make any statement in this announcement misleading.

Where any information has been extracted or reproduced from published or otherwise publicly

available sources (including, without limitation, the Offer Document), the sole responsibility of

the directors of the Company has been to ensure, through reasonable enquiries, that such

information has been accurately extracted from such sources or, as the case may be,

reflected or reproduced in this announcement.

The directors of the Company jointly and severally accept responsibility accordingly.

BY ORDER OF THE BOARD

TECKWAH INDUSTRIAL CORPORATION LTD

Ng Nai Ping

Executive Director

15 September 2020

http://www.sgx.com/

CIRCULAR DATED 15 SEPTEMBER 2020

THIS CIRCULAR (AS DEFINED HEREIN) IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS (AS DEFINED HEREIN) AND THE ADVICE OF RHT CAPITAL PTE. LTD.. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This Circular is issued by Teckwah Industrial Corporation Ltd. If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

If you have sold or transferred all your Teckwah Shares (as defined herein), you should immediately hand this Circular to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer 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, opinions expressed or advice given in this Circular.

TECKWAH INDUSTRIAL CORPORATION LTD(Incorporated in the Republic of Singapore)(Company Registration No. 197201105E)

CIRCULAR TO SHAREHOLDERS

in relation to the

VOLUNTARY CONDITIONAL CASH OFFER

by

OVERSEA-CHINESE BANKING CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Company Registration No. 193200032W)

for and on behalf of

CLEMENTINE INVESTMENTS PTE. LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 202022479D)

Independent Financial Adviser to the Independent Directors

RHT CAPITAL PTE. LTD.(Incorporated in the Republic of Singapore)(Company Registration No. 201109968H)

SHAREHOLDERS SHOULD NOTE THAT THE OFFER WILL CLOSE AT 5:30 P.M. (SINGAPORE TIME) ON 30 SEPTEMBER 2020 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR (AS DEFINED HEREIN).

CONTENTS

DEFINITIONS ......................................................................................................................................... 1

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ........................................................ 6

INDICATIVE TIMETABLE ....................................................................................................................... 7

LETTER FROM THE BOARD OF DIRECTORS .................................................................................... 8

1. INTRODUCTION ............................................................................................................................. 8

2. TERMS OF THE OFFER................................................................................................................. 9

3. WARRANTY .................................................................................................................................. 10

4. DETAILS OF THE OFFER ............................................................................................................ 10

5. PROCEDURES FOR ACCEPTANCE ........................................................................................... 12

6. INFORMATION ON THE OFFEROR AND THE CONSORTIUM MEMBERS .............................. 12

7. IRREVOCABLE UNDERTAKINGS ............................................................................................... 13

8. OFFEROR'S RATIONALE FOR THE OFFER .............................................................................. 16

9. OFFEROR'S INTENTIONS FOR THE COMPANY ....................................................................... 18

10. DIRECTORS' INTERESTS ........................................................................................................... 20

11. ADVICE IN RELATION TO THE OFFER ...................................................................................... 20

12. RECOMMENDATION OF THE INDEPENDENT DIRECTORS .................................................... 23

13. OVERSEAS SHAREHOLDERS .................................................................................................... 24

14. INFORMATION RELATING TO CPFIS INVESTORS AND SRS INVESTORS ........................... 25

15. ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................... 26

16. DIRECTORS' RESPONSIBILITY STATEMENT ........................................................................... 26

17. ADDITIONAL INFORMATION ....................................................................................................... 26

APPENDIX I LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS ................................ I-1

APPENDIX II ADDITIONAL GENERAL INFORMATION .................................................................... II-1

APPENDIX III EXTRACTS FROM THE COMPANY'S CONSTITUTION .......................................... III-1

1

DEFINITIONS

Except where the context otherwise requires, the following definitions apply throughout this Circular:

GENERAL

"1H2020 ResultsAnnouncement"

: Unaudited consolidated financial statements of the Teckwah Group for the half-year ended 30 June 2020 announced by the Company on 12 August 2020

"Acceptance Condition" : Shall have the meaning ascribed to it in section 2.5 of this Circular

"Accepting Shareholder"

: A Shareholder who tenders his Shares in acceptance of the Offer

"Business Day" : A day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Singapore

"Circular" : This circular to Shareholders enclosing, inter alia, the IFA Letter

"Closing Date" : 5.30 p.m. (Singapore time) on 30 September 2020 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, being the last day for the lodgement of acceptances of the Offer

"Code" : The Singapore Code on Take-overs and Mergers

"Companies Act" : The Companies Act (Chapter 50 of Singapore)

"Company Securities" : (a) Teckwah Shares;

(b) other securities which carry voting rights in the Company; and

(c) convertible securities, warrants, options and derivatives in respect of the Teckwah Shares or other securities which carry voting rights in the Company

"Consortium Member" : Shall have the meaning ascribed to it in section 5 of the Letter to Shareholders in the Offer Document, as reproduced in section 6 of this Circular

"Constitution" : The constitution of the Company

"CPF Agent Banks" : Agent banks included under the CPFIS

"CPFIS" : Central Provident Fund Investment Scheme

"CPFIS Investors" : Investors who have purchased Teckwah Shares using their CPF contributions pursuant to the CPFIS

"Despatch Date" : 2 September 2020, being the date of despatch of the Offer Document

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"Directors" : The directors of the Company as at the Latest Practicable Date

"Distributions" : In respect of the Offer Shares, all dividends, rights, other distributions and/or return of capital

"Encumbrance" : Any claim, charge, lien, pledge, mortgage, encumbrance, declaration of trust, hypothecation, retention of title, power of sale, equity, option, right of pre-emption, right of first refusal, moratorium or other third party right or interest of any nature whatsoever

"FAA" : The Form of Acceptance and Authorisation for Offer Shares (whether in physical or electronic form) in respect of the Offer, which is applicable to Shareholders whose Offer Shares are deposited with CDP and which forms part of the Offer Document

"FAT" : Form of Acceptance and Transfer for Offer Shares in respect of the Offer, which is applicable to Shareholders whose Offer Shares are registered in their own names in the Register and are not deposited with CDP and which forms part of the Offer Document

"Fixed Assets" : Shall have the meaning ascribed to it in paragraph 9 of Appendix II to this Circular

"FY" : Financial year ended or ending (as the case may be) 31 December of a particular year as stated

"IFA Letter" : The letter dated 15 September 2020 from the IFA to the Independent Directors in respect of the Offer as set out in Appendix I to this Circular

"Interested Person" : As defined in the Note on Rule 23.12 of the Code, an interested person, in relation to a company, is:

(a) a director, chief executive officer, or substantial shareholder of the company;

(b) the immediate family of a director, the chief executive officer, or a substantial shareholder (being an individual) of the company;

(c) the trustees, acting in their capacity as such trustees, of any trust of which a director, the chief executive officer or a substantial shareholder (being an individual) and his immediate family is a beneficiary;

(d) any company in which a director, the chief executive officer or a substantial shareholder (being an individual) together and his immediate family together (directly or indirectly) have an interest of 30% or more;

(e) any company that is the subsidiary, holding company or fellow subsidiary of the substantial shareholder (being a company); or

3

(f) any company in which a substantial shareholder (being a company) and any of the companies listed in (e) above together (directly or indirectly) have an interest of 30% or more

"Interim Dividend" : Shall have the meaning ascribed to it in section 2.1 of this Circular

"Latest Practicable Date"

: 4 September 2020, being the latest practicable date prior to the printing of this Circular

"Listing Manual" : The Listing Manual of the SGX-ST, as may be amended, modified or supplemented from time to time

"MYR" : Malaysian ringgit, being the lawful currency of Malaysia

"Offer" : The voluntary conditional cash offer made by OCBC Bank, for and on behalf of the Offeror, for all of the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT, as such offer may be amended, extended and revised from time to time by or on behalf of the Offeror

"Offer Announcement" : The announcement of the Offer released by OCBC Bank, for and on behalf of the Offeror, on the Offer Announcement Date

"Offer Announcement Date"

: 12 August 2020, being the date of the Offer Announcement

"Offer Document" : The offer document dated 2 September 2020, including the FAA, the FAT and any other document(s) which may be issued by or on behalf of the Offeror, to amend, revise, supplement or update such document(s) from time to time

"Offer Price" : Shall have the meaning ascribed to it in section 2.1 of this Circular

"Offer Shares" : Shall have the meaning ascribed to it in section 1.1 of this Circular

"Offeror Securities" : (a) Offeror Shares;

(b) other securities which carry voting rights in the Offeror; and

(c) convertible securities, warrants, options and derivatives in respect of any Offeror Shares or other securities which carry voting rights in the Offeror

"Offeror Shares" : Issued shares in the capital of the Offeror

"Other Irrevocable Undertakings"

: Shall have the meaning ascribed to it in section 7 of the Letter to Shareholders in the Offer Document, as reproduced in section 7 of this Circular

"Overseas Shareholders"

: Shareholders whose addresses as shown in the Register or in the records of CDP (as the case may be) are outside Singapore

"Plant and Machinery" : Shall have the meaning ascribed to it in paragraph 9 of Appendix II to the Circular

4

"Independent Directors" : The Directors who are considered independent for the purposes of the Offer, namely Mr Ng Nai Ping, Mr Peter Chan Pee Teck, Mr John Lim Hwee Chiang, Mr Gerard Tan Wee Seng and Mr Lim Lee Meng

"Register" : The register of members of Teckwah, as maintained by Tricor Barbinder Share Registration Services, the share registrar of the Company

"RMB" : Renminbi, being the lawful currency of the People's Republic of China

"Rule 22.6 Period" : Shall have the meaning ascribed to it in section 4.1(c) of this Circular

"S$" and "cents" : Singapore dollars and cents respectively, being the lawful currency of Singapore

"SFA" : The Securities and Futures Act (Chapter 289 of Singapore)

"Shareholders" : Holders of the Shares as indicated on the Register and depositors who have Shares entered against their names in the Depository Register

"Shut-Off Notice" : Shall have the meaning ascribed to it in section 4.1(c) of this Circular

"SRS" : The Supplementary Retirement Scheme

"SRS Agent Banks" : Agent banks included under the SRS

"SRS Investors" : Investors who have purchased Shares pursuant to SRS

"Teckwah Shares" or "Shares"

: Issued ordinary shares in the capital of Teckwah

"TWD" : Taiwan new dollar, being the lawful currency of Taiwan

"USD" : United States dollars, being the lawful currency of the United States of America

"Valuation Certificatesand Reports"

: The valuation certificates and reports from the Valuers to the Company

"%" or "per cent." : Percentage or per centum

COMPANIES / ORGANISATIONS / PERSONS

"CDP" : The Central Depository (Pte) Limited

"CPF" : The Central Provident Fund

"IFA" : RHT Capital Pte. Ltd., being the independent financial adviser to the Independent Directors in respect of the Offer

"OCBC Bank" : Oversea-Chinese Banking Corporation Limited

"Offeror" : Clementine Investments Pte. Ltd.

5

"SGX-ST" : The Singapore Exchange Securities Trading Limited

"SIC" : The Securities Industry Council

"Teckwah" or the "Company"

: Teckwah Industrial Corporation Ltd

"Teckwah Group" : Teckwah and its subsidiaries

"Valuers" : AVA Associates Limited, Henry Butcher Malaysia (Johor) Sdn Bhd, Jiangsu Guoheng Real Estate Assets Appraisal and Consultancy Co., Ltd ( ), Knight Frank Pte. Ltd. and Savills Taiwan ( )

Unless otherwise defined, the term "acting in concert" shall have the meaning ascribed to it in the Code.

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

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

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

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

Any reference in this Circular to any enactment or statutory provision is a reference to that enactment or statutory provision for the time being amended or re-enacted. Any word defined in the Companies Act, the SFA, the Listing Manual or the Code or any statutory modification thereof and not otherwise defined in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA, the Listing Manual or the Code or any statutory modification thereof, as the case may be, unless the context otherwise requires.

Any reference to a time of day and date in this Circular is made by reference to Singapore time and date respectively, unless otherwise stated.

Any discrepancies in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

Statements which are reproduced in their entirety from the Offer Document, the IFA Letter and the Constitution are set out in this Circular within quotes and in italics and capitalised terms used within these reproduced statements bear the meanings ascribed to them in the Offer Document, the IFA Letter and the Constitution respectively.

In this Circular, the total number of Teckwah Shares as at the Latest Practicable Date is 233,550,248 (excluding treasury shares). Unless otherwise specified, all references to percentage shareholdings in the capital of the Company in this Circular are based on 233,550,248 Teckwah Shares (excluding treasury shares) in the issued share capital of the Company as at the Latest Practicable Date. As at the Latest Practicable Date, there are no treasury shares held in the share capital of the Company.

6

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "aim", "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and other investors of the Company should not place undue reliance on such forward-looking statements, and neither the Company nor the IFA guarantees any future performance or event or assumes any obligation to update publicly or revise any forward-looking statement.

7

INDICATIVE TIMETABLE

Despatch Date of the Offer Document : 2 September 2020

Closing Date in respect of the Offer(1)(2)(3) : 5.30 p.m. (Singapore time) on 30 September 2020 or such later date(s) as may be announced from time to time by or on behalf of the Offeror

Date of settlement in respect of the Offer(1)

: In respect of valid and complete acceptances received on or before the date the Offer has become or is declared unconditional, within seven (7) Business Days after the date the Offer has become or is declared unconditional

In respect of valid and complete acceptances received after the date the Offer has become or is declared unconditional but on or before the Closing Date, within seven (7) Business Days after the date of receipt of each such acceptance

Final date of settlement of consideration in respect of the Offer

: Within seven (7) Business Days after the Closing Date

Notes:

(1) Please also refer to Appendix 1 to the Offer Document for further details.

(2) The Offer must initially be open for 28 days from the Despatch Date.

(3) CPFIS Investors, SRS Investors and other investors who hold Teckwah Shares through finance companies or depository agents will receive notification letter(s) from their respective CPF Agent Banks, SRS Agent Banks, finance companies and/or depository agents. Such investors should refer to those notification letter(s) for details of the last date and time (which may be earlier than the Closing Date) to reply to their respective CPF Agent Banks, SRS Agent Banks, finance companies and depository agents in order to accept the Offer.

8

TECKWAH INDUSTRIAL CORPORATION LTD (Incorporated in the Republic of Singapore) (Company Registration No. 197201105E)

LETTER FROM THE BOARD OF DIRECTORS

Board of Directors: Registered Office:

Mr Thomas Chua Kee Seng (Executive Chairman and Managing Director) Mr Ng Nai Ping (Executive Director) Ms Mai Ah Ngo (Executive Director) Mr Peter Chan Pee Teck (Lead Independent Director) Mr John Lim Hwee Chiang (Independent Director) Mr Gerard Tan Wee Seng (Independent Director) Mr Lim Lee Meng (Independent Director)

51 Tai Seng Avenue, #05-01 Pixel Red, Singapore 533941

15 September 2020

To : The Shareholders of the Company

Dear Sir/Madam

VOLUNTARY CONDITIONAL CASH OFFER BY OCBC BANK FOR AND ON BEHALF OF THE OFFEROR

1. INTRODUCTION

1.1 Offer Announcement

On 12 August 2020, OCBC Bank announced, for and on behalf of the Offeror, that the Offeror intends to make a voluntary conditional cash offer for all of the Teckwah Shares, other than those already owned, controlled or agreed to be acquired by the Offeror (the "Offer Shares").

A copy of the Offer Announcement is available on the website of the SGX-ST at www.sgx.com.

1.2 Offer Document

Shareholders should have by now received a copy of the Offer Document setting out, inter alia, the terms and conditions of the Offer. The principal terms and conditions of the Offer are set out in sections 2 to 3 of the Letter to Shareholders in the Offer Document. Shareholders are urged to read the terms and conditions of the Offer contained in the Offer Document carefully.

A copy of the Offer Document is available on the website of the SGX-ST at www.sgx.com.

9

1.3 Purpose of this Circular

The purpose of this Circular is to provide Shareholders with relevant information pertaining to the Offer and to set out the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer.

Shareholders should consider carefully the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer before deciding whether to accept the Offer.

2. TERMS OF THE OFFER

2.1 Offer Price

Section 2.2 of the Letter to Shareholders in the Offer Document states that the price for each Offer Share (the "Offer Price") is as follows:

For each Offer Share: S$0.650 in cash.

The Offer Price is final and the Offeror will not increase the Offer Price.

The Offeror will not deduct the interim dividend of S$0.005 per Share announced by the Company on 12 August 2020 (the "Interim Dividend") from the Offer Price and Shareholders will still be entitled to the Interim Dividend if they accept the Offer.

2.2 Offer Shares

Section 2.3 of the Letter to Shareholders in the Offer Document states that the Offeror is making the Offer for all of the Shares (excluding any treasury shares), including any Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in relation to the Offer.

2.3 Rights and Encumbrances of Shares

Section 2.4 of the Letter to Shareholders in the Offer Document states that the Offer Shares are to be acquired:

(a) fully paid;

(b) free from all Encumbrances; and

(c) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain (if any) all Distributions announced, declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date, except for the Interim Dividend.

2.4 Adjustments for Distributions

Section 2.5 of the Letter to Shareholders in the Offer Document states that if any Distribution (other than the Interim Dividend) is announced, declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date to a Shareholder who accepts or has accepted the Offer and the settlement date in respect of the Offer Shares accepted pursuant to the Offer falls after the books closure date for the determination of

10

entitlements to such Distribution, the Offeror reserves the right to reduce the Offer Price payable to such Accepting Shareholder by the amount of such Distribution. For the avoidance of doubt, the Interim Dividend will not be deducted from the Offer Price.

2.5 Acceptance Condition

Section 2.6 of the Letter to Shareholders in the Offer Document states that the Offer is conditional on the Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding 90 per cent. or more of the total number of Shares (excluding any treasury shares) as at the close of the Offer (the "Acceptance Condition").

Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Shares amounting to 90 per cent. or more of the maximum potential issued share capital of the Company on the date of such declaration. For this purpose, the "maximum potential issued share capital of the Company" means the total number of Shares which would be in issue (excluding treasury shares), and if and to the extent that the Company has any outstanding instruments convertible into, rights to subscribe for, or options in respect of, Shares, had all such instruments, subscription rights and options been exercised as at the date of such declaration.

Save for the Acceptance Condition, the Offer is unconditional in all other respects.

3. WARRANTY

Section 2.8 of the Letter to Shareholders in the Offer Document states that a Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to unconditionally and irrevocably warrant that he sells such Offer Shares as or on behalf of the beneficial owner(s) thereof (a) fully paid; (b) free from all Encumbrances; and (c) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including but not limited to the right to receive and retain (if any) all Distributions announced, declared, paid or made by the Company in respect of the Offer Shares on or after the Offer Announcement Date, except for the Interim Dividend.

4. DETAILS OF THE OFFER

4.1 Duration of the Offer

As set out in paragraph 1 of Appendix 1 to the Offer Document:

(a) First Closing Date. The Offer is open for acceptance by Shareholders for at least 28 days from the Despatch Date, unless the Offer is withdrawn with the consent of the SIC and every person is released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. (Singapore time) on 30 September 2020 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

11

(b) Subsequent Closing Date(s). The Offeror is not obliged to extend the Offer. However, if the Offer is extended and:

(i) is not unconditional as to acceptances as at the date of such extension, the announcement of the extension must state the next Closing Date; or

(ii) is unconditional as to acceptances as at the date of such extension, the announcement of the extension need not state the next Closing Date but may state that the Offer will remain open until further notice. In such a case, the Offeror must give Shareholders, who have not accepted the Offer at least 14 days' prior notice in writing before it may close the Offer.

(c) Offer to Remain Open for 14 Days after Being Declared Unconditional as to Acceptances. In order to give Shareholders who have not accepted the Offer the opportunity to accept the Offer after the Offer has become or is declared unconditional as to acceptances, the Offer will remain open for a period (the "Rule 22.6 Period") of not less than 14 days after the date on which it would otherwise have closed.

This requirement does not apply if, before the Offer has become or is declared unconditional as to acceptances, the Offeror has given Shareholders at least 14 days' notice in writing (the "Shut-Off Notice") that the Offer will not be open for acceptance beyond a specified Closing Date, provided that:

(i) the Offeror may not give a Shut-Off Notice in a competitive situation; and

(ii) the Offeror may not enforce a Shut-Off Notice, if already given, in a competitive situation.

If a declaration that the Offer is unconditional as to acceptances is confirmed in accordance with paragraph 4.2.1 of Appendix 1 to the Offer Document, the Rule 22.6 Period will run from the date of such confirmation or the date on which the Offer would otherwise have closed, whichever is later. For the purposes of this paragraph, a "competitive situation" shall be deemed to arise when either (A) a firm intention to make a competing offer for the Company is announced, whether or not subject to any preconditions; or (B) the SIC determines that a competitive situation has arisen.

(d) Final Day Rule. The Offer (whether revised or not) will not be capable:

(i) of becoming or being declared unconditional as to acceptances after 5.30 p.m. (Singapore time) on the 60th day after the Despatch Date; or

(ii) of being kept open after such 60-day period unless the Offer has previously become or been declared to be unconditional as to acceptances,

provided that the Offeror may extend the Offer beyond such 60-day period with the SIC's prior consent.

Except with the SIC's consent, all conditions must be fulfilled or the Offer must lapse within 21 days of the first Closing Date or of the date the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

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4.2 Further Details of the Offer

The Offer is made subject to the terms and conditions as set out in the Offer Document. Appendix 1 to the Offer Document sets out further details on: (a) the duration of the Offer; (b) the settlement of the consideration for the Offer; (c) the requirements relating to the announcement of the level of acceptances of the Offer; and (d) the right of withdrawal of acceptances of the Offer.

5. PROCEDURES FOR ACCEPTANCE

Appendix 2 to the Offer Document sets out the procedures for acceptance of the Offer.

6. INFORMATION ON THE OFFEROR AND THE CONSORTIUM MEMBERS

Details of the Offeror and the Consortium Members are set out in section 5 of the Letter to Shareholders in the Offer Document, which is reproduced in italics below:

"5. INFORMATION ON THE OFFEROR AND THE CONSORTIUM MEMBERS

5.1 The Offeror. The Offeror, a special purpose vehicle incorporated in Singapore, is the bid vehicle for the Consortium Members, namely (i) C Holdings; (ii) L Holdings; and (iii) A Investments, to undertake the Offer pursuant to the Consortium Agreement.

The Consortium Agreement sets out the terms of (a) the Reinvestments; and (b) the shareholder and governance arrangements among the Consortium Members in respect of the Offeror, during the Offer period and following completion of the Offer, including reserved matters requiring the prior written approval of all Consortium Members.

As at the Latest Practicable Date, the board of directors of the Offeror comprises four members (and their alternates, if any), consisting of:

(I) two representatives of C Holdings, being TCKS and MAN (with Chua Ai Ling as the alternate director to MAN);

(II) one representative of L Holdings, being LCS (with LYJ as the alternate director); and

(III) one representative of A Investments, being Doshi Bhavik Umesh (with CWL as the alternate director),

(each, a "Consortium Representative" and collectively, the "Consortium Representatives").

As at the Latest Practicable Date, the Offeror has an initial issued and paid-up share capital of S$3 comprising three ordinary shares (each ordinary share in the capital of the Offeror being an "Offeror Share", and a holder thereof, an "Offeror Shareholder"), with each Consortium Member holding one Offeror Share. As set out in Section 7.1 of this Offer Document, the Consortium Members will subscribe for additional Offeror Shares pursuant to the Reinvestments. It is intended that following completion of the Reinvestments, C Holdings, L Holdings and A Investments will hold approximately 65.4 per cent., 24.6 per cent. and 10.0 per cent. of the total number of Offeror Shares, respectively.

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As at the Latest Practicable Date, the Offeror does not hold any Shares.

Appendix 3 to this Offer Document sets out additional information on the Offeror.

5.2 C Holdings. C Holdings is a company incorporated in Singapore, and is wholly-owned by TCKS, CKH, CKK and Chua Kee Teang (in their capacity as trustees of the Chua Seng Tek Family Trust, established by the late Mr Chua Seng Tek, the founder of the Company) and Chua Lay Kheng.

The board of directors of C Holdings comprises three members, consisting of TCKS, CKK and CKH. TCKS is the Executive Chairman and Managing Director of the Company and CKH is the Senior Regional Business Operations Director of one of the operating subsidiaries of the Company.

As at the Latest Practicable Date, C Holdings is a substantial shareholder of the Company and holds 69,811,980 Shares, representing approximately 29.89 per cent. of the total number of Shares.

5.3 L Holdings. L Holdings is a company incorporated in Singapore, and is wholly-owned by LCS and various members of his family, namely LSH, LSL, LCP and LSY.

The board of directors of L Holdings comprises five members, consisting of LCS, LSH, LSL, LCP and LSY. LCS was previously a non-executive director of the Company who had retired as of 25 April 2019.

As at the Latest Practicable Date, L Holdings is a substantial shareholder of the Company and holds 26,216,900 Shares, representing approximately 11.23 per cent. of the total number of Shares.

5.4 A Investments. A Investments is a company incorporated in Singapore, and is a wholly-owned subsidiary of HB Holdings, which in turn, is wholly-owned by CTP and NNH.

The board of directors of A Investments comprises three members, consisting of CTP, NNH and CWL. The board of directors of HB Holdings comprises two members, consisting of CTP and NNH.

As at the Latest Practicable Date, A Investments is a substantial shareholder of the Company and holds 35,030,700 Shares, representing approximately 15.00 per cent. of the total number of Shares."

Appendix 3 to the Offer Document sets out additional information on the Offeror.

7. IRREVOCABLE UNDERTAKINGS

Details on the irrevocable undertakings are set out in section 7 of the Letter to Shareholders in the Offer Document, which is reproduced in italics below:

"7. IRREVOCABLE UNDERTAKINGS

7.1 Reinvestment Irrevocable Undertakings. It is the intention of C Holdings, L Holdings and A Investments (collectively, the "Reinvestment Undertaking Shareholders") to retain, in part or in full (as the case may be), their existing equity interests in the

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Company through subscribing for new Offeror Shares. To this end, each of the Reinvestment Undertaking Shareholders has given an irrevocable undertaking (the "Reinvestment Irrevocable Undertakings") to the Offeror to, inter alia:

7.1.1 tender all the Shares that it holds (directly or indirectly or through a nominee) as at the date of the Reinvestment Irrevocable Undertakings, and any other Shares which it may subsequently acquire (directly or indirectly or through a nominee) after the date of the Reinvestment Irrevocable Undertakings, in acceptance of the Offer by the fifth Business Day after the Despatch Date in accordance with the procedures prescribed in this Offer Document and the relevant Acceptance Forms; and

7.1.2 reinvest:

(i) in the case of each of C Holdings and L Holdings, the entire amount of the consideration due to it for its Shares under the Offer; and

(ii) in the case of A Investments, an amount of S$6,935,419.40 from the consideration due to it for its Shares under the Offer,

to subscribe for new Offeror Shares (the "Reinvestments").

As at the Latest Practicable Date, the Reinvestment Undertaking Shareholders collectively hold 131,059,580 Shares, representing approximately 56.12 per cent. of the total number of Shares. Details of the Shares held by the Reinvestment Undertaking Shareholders that will be tendered in acceptance of the Offer, the amount of consideration entitled to and the amount thereof which will be applied pursuant to the Reinvestments are set out below:

No. Reinvestment Undertaking Shareholder

No. of Shares to

be tendered in

acceptance of the Offer

Percentage of the total number of

Shares (%)(1)

Amount of consideration entitled to (S$)

Amount of consideration

entitled to which will be

applied to subscribe for new Offeror Shares (S$)

1. C Holdings 69,811,980 29.89 45,377,787.00 45,377,787.00

2. L Holdings 26,216,900 11.23 17,040,985.00 17,040,985.00

3. A Investments 35,030,700 15.00 22,769,955.00 6,935,419.40

Total 131,059,580 56.12 85,188,727.00 69,354,191.40

Note:

(1) Rounded to the nearest two decimal places.

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7.2 Other Irrevocable Undertakings. Each of:

7.2.1 TCKS, the Executive Chairman and Managing Director of the Company;

7.2.2 MAN, an Executive Director of the Company; and

7.2.3 R Holdings, a company wholly-owned by TCKS and MAN,

(collectively, the "Other Undertaking Shareholders", and together with the Reinvestment Undertaking Shareholders, the "Undertaking Shareholders") has given an irrevocable undertaking (collectively, the "Other Irrevocable Undertakings", and together with the Reinvestment Irrevocable Undertakings, the "Irrevocable Undertakings") to the Offeror to tender all the Shares that he/she/it holds (directly or indirectly or through a nominee) as at the date of the Other Irrevocable Undertakings, and any other Shares which he/she/it may subsequently acquire after the date of the Other Irrevocable Undertakings, in acceptance of the Offer in accordance with the procedures prescribed in this Offer Document and the relevant Acceptance Forms.

As at the Latest Practicable Date, the Other Undertaking Shareholders collectively hold 4,500,000 Shares, representing approximately 1.93 per cent. of the total number of Shares. Details of the Shares held by the Other Undertaking Shareholders that will be tendered in acceptance of the Offer and the amount of consideration entitled to are set out below:

No. Other Undertaking Shareholder

No. of Shares to be tendered in

acceptance of the Offer

Percentage of the total number of

Shares (%)(1)

Amount of consideration entitled to (S$)

1. TCKS 1,900,000 0.81 1,235,000.00

2. MAN 792,000 0.34 514,800.00

3. R Holdings 1,808,000 0.77 1,175,200.00

Total 4,500,000 1.93 2,925,000.00

Note:

(1) Rounded to the nearest two decimal places.

7.3 Termination. The Irrevocable Undertakings will terminate or lapse upon the earlier of:

(i) the Offer being withdrawn or lapsing;

(ii) the Offeror failing to release the Offer Announcement within three Business Days from the date of the Irrevocable Undertakings or such other date as may be extended by mutual written agreement of the Offeror (on the one hand) and the relevant Undertaking Shareholder (on the other hand), subject to the requirements of the Code; and

(iii) the Offer not being formally made by the Offeror (by the despatch of the Offer Document) within the time period prescribed under the Code (or such later date as the SIC may permit).

7.4 SIC Confirmation. Pursuant to an application made by the Offeror to the SIC to seek certain rulings in relation to the Offer, the SIC has confirmed that the Consortium

Agreement, the Reinvestment Irrevocable Undertakings and the Reinvestments do not constitute a special deal for the purposes of Rule 10 of the Code.

7.5 No Undertakings. As at the Latest Practicable Date, save for the Irrevocable

Undertakings, neither the Offeror nor any party acting in concert with the Offeror has received any irrevocable undertaking from any party to accept or reject the Offer.

8. OFFEROR'S RATIONALE FOR THE OFFER

"8. RATIONALE FOR THE OFFER 8.1 Opportunity for Shareholders to Exit Their Investment at an Attractive Price and

Compelling Premium.

Against the backdrop of a challenging macro and operating environment in connection with, inter alia, the COVID-19 pandemic and the unresolved trade negotiations between China and the United States, the Offeror is of the view that the Offer represents an attractive cash exit opportunity for Shareholders to exit their entire investment with price certainty at a compelling premium to the prevailing market prices, without incurring brokerage and other trading costs.

(i) The Offer Price represents an all-time high exceeding all previous closing

share prices in the Company's history, representing a premium of approximately 17.1 per cent to its highest closing price1 per Share.

Source: Bloomberg L.P.

1 Refers to the closing price per Share of S$0.555 on 4 August 2020 and 7 August 2020, which is the highest closing price per Share since the commencement of trading in the Shares on the SGX-ST on 24 March 1994.

(ii) The Offer Price also represents a premium of approximately 30.8 per cent., 33.5 per cent., 40.8 per cent. and 42.5 per cent. over the VWAP per Share for the one-month, three-month, six-month and twelve-month periods up to and including the Last Unaffected Trading Date, respectively, and a premium of approximately 30.0 per cent. over the closing price per Share of S$0.500 as quoted on the SGX-ST on the Last Unaffected Trading Date.

Source: Bloomberg L.P.

8.2 Opportunity for Shareholders to Exit Their Investment, Which May Otherwise Be Difficult Due to Low Trading Liquidity. The trading volume of the Shares has been generally low, with an average daily trading volume2 of approximately 155,762 Shares, 61,567 Shares, 46,131 Shares and 53,437 Shares during the one-month, three-month, six-month and twelve-month periods up to and including the Last Trading Day, respectively. Each of these represents less than approximately 0.067 per cent. of the total number of Shares (excluding treasury shares) for any of the aforementioned relevant periods.

The low trading liquidity may not provide Shareholders with sufficient opportunity to efficiently exit their investments in the Company. Hence, the Offer represents a unique cash exit opportunity for Shareholders to liquidate and realise their entire investment at a premium to the prevailing market prices, an option which may not otherwise be readily available due to the low trading liquidity of the Shares.

8.3 No Necessity for Access to Equity Capital Markets. The Company has not carried

out any exercise to raise equity capital on the SGX-ST since October 2001. The Company is unlikely to require access to Singapore equity capital markets to finance its operations in the foreseeable future as the Company has various other available funding sources such as bank borrowing facilities. Accordingly, it is not necessary for the Company to maintain a listing on the SGX-ST.

2 The average daily trading volume is computed based on the total volume of Shares traded divided by the number of Market Days with respect to the one-month period, three-month period, six-month period and twelve-month period up to and including the Last Trading Day.

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8.4 Greater Management Flexibility. The Offeror is making the Offer with a view to delist the Company from the SGX-ST and exercise its rights of compulsory acquisition. The Offeror believes that privatising the Company will provide the Offeror with more flexibility to manage the business of the Company and optimise the use of the Company's management and resources during this time of economic uncertainty."

9. OFFEROR'S INTENTIONS FOR THE COMPANY

The Offeror's intentions in relation to the Company are set out in sections 9 to 11 of the Letter to Shareholders in the Offer Document, which are reproduced in italics below:

"9. OFFEROR'S INTENTIONS IN RELATION TO THE COMPANY

The Offeror intends for the Company to continue its existing business activities and there are currently no plans to (i) introduce any major changes to the business of the Company; (ii) re-deploy any of the fixed assets of the Company; or (iii) discontinue the employment of any of the existing employees of the Company or its subsidiaries, other than in the ordinary course of business. However, the Offeror retains and reserves the right and flexibility at any time and from time to time to consider any options or opportunities in relation to the Company which may present themselves and which the Offeror may regard to be in the best interests of the Company.

10. COMPULSORY ACQUISITION

10.1 Compulsory Acquisition Rights. Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances pursuant to the Offer and/or acquires Shares during the Offer period otherwise than through valid acceptances of the Offer in respect of not less than 90 per cent. of the total number of Shares (other than those already held by the Offeror, its related corporations or their respective nominees as at the date of the Offer), the Offeror will be entitled to exercise its right to compulsorily acquire all the Shares of the Shareholders who have not accepted the Offer (the "Dissenting Shareholders") on the same terms as those offered under the Offer.

In the event that the Offeror becomes entitled to exercise its right under Section 215(1) of the Companies Act to compulsorily acquire all the Shares of the Dissenting Shareholders, the Offeror intends to exercise such right. In such event, the Company will become a wholly-owned subsidiary of the Offeror and the Offeror will then proceed to delist the Company from the SGX-ST.

10.2 Dissenting Shareholders' Rights. In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with treasury shares and any Shares in the capital of the Company held by the Offeror, its related corporations or their respective nominees, comprise 90 per cent. or more of the total number of Shares, the Dissenting Shareholders have a right to require the Offeror to acquire their Shares at the Offer Price. Dissenting Shareholders who wish to exercise such a right are advised to seek their own independent legal advice.

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11. LISTING STATUS OF THE COMPANY

11.1 Listing Status of the Company. Under Rule 723 of the Listing Manual, the Company must ensure that at least 10 per cent. of the total number of the Shares (excluding treasury shares) is at all times held by the public (the "Free Float Requirement").

Under Rule 1105 of the Listing Manual, in the event that the Offeror and parties acting in concert with the Offeror should, as a result of the Offer or otherwise, own or control more than 90 per cent. of the Shares (excluding treasury shares), the SGX-ST may suspend the trading of the Shares on the SGX-ST until such time when the SGX-ST is satisfied that at least 10 per cent. of the Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public.

Further, under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90 per cent. of the Shares (excluding treasury shares), thus causing the percentage of the Company's total number of Shares (excluding treasury shares) in public hands to fall below 10 per cent., the SGX-ST will suspend trading of Shares at the close of the Offer.

In addition, under Rule 724(1) of the Listing Manual, if the Free Float Requirement is not complied with, the Company must, as soon as possible, announce that fact and the SGX-ST may suspend trading of all the Shares on the SGX-ST. Rule 724(2) of the Listing Manual states that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, for the proportion of the Shares held by members of the public to be raised to at least 10 per cent., failing which the Company may be delisted from the SGX-ST.

11.2 Intention of the Offeror. In the event the Offeror is unable to exercise the right to compulsorily acquire all the Shares not acquired under the Offer as set out in Section 10 of this Offer Document and the Company does not meet the Free Float Requirement under Rule 723 of the Listing Manual, the Offeror and the Consortium Members do not intend to support any action taken or to be taken to meet the Free Float Requirement or maintain the present listing status of the Company.

Accordingly, the Offeror and the Consortium Members do not intend to place out any Shares held by the Offeror and the Consortium Members to members of the public to meet the Free Float Requirement. If the Company does not meet the requirements under Rule 723 of the Listing Manual, the SGX-ST may suspend trading of the Shares on the SGX-ST following the close of the Offer.

In addition, the Offeror intends, and hereby reserves its right, to take steps at an appropriate time, whether during or after the Offer, to seek a voluntary delisting of the Company from the SGX-ST, where permitted by, and in accordance with, the relevant requirements of the Listing Manual and the Code.

If, for any reason, the Company continues to meet the requirements under Rule 723 of the Listing Manual following the close of the Offer, the Company will remain listed, and trading of the Shares will be maintained, on the SGX-ST."

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10. DIRECTORS' INTERESTS

Details of the Directors including, inter alia, the Directors' direct and deemed interests in the Company Securities and the Offeror Securities as at the Latest Practicable Date, are set out in Appendix II to this Circular.

11. ADVICE IN RELATION TO THE OFFER

11.1 Appointment of Independent Financial Adviser

RHT Capital Pte. Ltd. has been appointed as the independent financial adviser to advise the Independent Directors for the purpose of making a recommendation to the Shareholders in connection with the Offer.

Shareholders should consider carefully the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors before deciding whether to accept the Offer.

The advice of the IFA to the Independent Directors in respect of the Offer is set out in the IFA Letter annexed as Appendix I to this Circular.

11.2 The IFA's Advice to the Independent Directors

After having regard to the considerations set out in the IFA Letter, and based on the information available to the IFA as at the Latest Practicable Date and subject to the qualifications and assumptions as set out in the IFA Letter, the IFA has given its advice (an extract of which is reproduced in italics below) in respect of the Offer.

Shareholders should read the following extract in conjunction with, and in the context of, the IFA Letter in its entirety as set out in Appendix I to this Circular.

"12. OPINION

…

Having considered the various factors set out in the earlier sections of this Letter and summarised below, we are of the opinion that the financial terms of the Offer are fair and reasonable.

We consider the financial terms of the Offer to be FAIR, after taking into consideration the following factors:

(a) The Offer Price represents: (i) a premium of approximately 17.8% over the VWAP of the Shares of S$0.552 on 7 August 2020, being the Last Traded Day before the release of the Offer Announcement; and (ii) a premium of approximately 23.1%, 25.0%, 32.4% and 38.3% over the VWAPs of the Shares for the 1-month, 3-month, 6-month and 12-month periods up to and including the Last Traded Day before the release of the Offer Announcement respectively;

(b) The Offer Price represents: (i) a premium of 1.1% over the VWAP of the Shares of S$0.643 for the period after the release of the Offer Announcement to the Latest Practicable Date; and (ii) a premium of 1.4% over the VWAP of the Shares of S$0.641 as at the Latest Practicable Date;

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(c) The Offer Price represents a slight discount of 4.4% to the NAV per Share, premium of 3.2% over the NTA per Share and a discount of 18.8% to the RNAV per Share of the Group and values the Group at a P/NAV ratio, P/NTA ratio and P/RNAV ratio of approximately 1.0 times, 1.0 times and 0.8 times respectively. Further details on the RNAV per Share are set out in (f) and (g) below;

(d) Comparison with Comparable Companies:

(i) The P/E ratio of the Group of 15.6 times is within the range and above the mean and median of the weighted average P/E ratios of the Comparable Companies;

(ii) The EV/EBITDA ratio of the Group of 3.7 times is within the range of the weighted average EV/EBITDA ratios of the Comparable Companies;

(iii) The P/NAV ratio of the Group of 1.0 times is within the range and above the mean and median of the weighted average P/NAV ratios of the Comparable Companies; and

(iv) The P/RNAV ratio of the Group of 0.8 times is within the range, equivalent to the mean and above the median of the weighted average P/NAV ratios of the Comparable Companies;

(e) Comparison with Privatisation Transactions:

(i) The premium implied by the Offer Price of: (aa) 17.8% over the last transacted price of the Shares prior to the Offer Announcement Date is within the range of the corresponding premium of the Selected Comparable Transactions; and (bb) 23.1% and 25.0% over the VWAPs for the 1-month and 3-month periods up to and including the Last Traded Day prior to the Offer Announcement Date respectively is within the range of the corresponding premium of the Selected Comparable Transactions;

(ii) The premium implied by the Offer Price of: (aa) 32.4% over the VWAP for the 6-month period up to and including the Last Traded Day prior to the Offer Announcement Date is within the range and above the median of the corresponding premium of the Selected Comparable Transactions; and (bb) 38.3% over the VWAP for the 12-month period up to and including the Last Traded Day prior to the Offer Announcement Date is within the range and above the mean and median of the corresponding premium of the Selected Comparable Transactions;

(iii) The P/NAV ratio of the Group of 1.0 times as implied by the Offer Price is within the range and equivalent to the median of the P/NAV ratios of the Selected Comparable Transactions; and

(iv) The P/RNAV ratio of the Group of 0.8 times as implied by the Offer Price is within the range of the P/NAV ratios of the Selected Comparable Transactions;

(f) Although we note that that Offer Price represents a discount of 18.8% to the RNAV per Share, the discount is: (i) within the range, equivalent to the mean and above the median of the weighted average P/NAV ratios of the Comparable Companies; and (ii) is within the range of the P/NAV ratios of the Selected Comparable Transactions, as set out in (d)(iv) and (e)(iv) above; and

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(g) Further, the Shares had consistently traded at a discount to the trailing NAV per Share over the past two (2) financial years and up to the Latest Practicable Date and there is no certainty and assurance that each of the Fixed Assets are able to be sold at the market value based on the Valuation Reports, given the current market conditions and uncertainties arising from the COVID-19 pandemic and the existing nature of each of the Fixed Assets which are specific to the Group’s own use only, and the Group may face difficulties in locating potential buyers who are interested and willing to acquire the Fixed Assets at the valuation amount. Further details are set out in Section 11.4 of this Letter.

We consider the financial terms of the Offer to be REASONABLE, after taking into consideration the following factors:

(a) For more than 26 years since the IPO of the Company on 24 March 1994 and up to the Latest Practicable Date, the Share price has never closed at or above the Offer Price. The Share price has hit its highest of S$0.645 only after the release of the Offer Announcement. It would appear that the market prices of the Shares, which trended further upwards after the release of the Offer Announcement, are being supported by the Offer. There is no assurance that the market prices of the Shares would remain at the current prevailing level after the close of the Offer, and that the past trading performance of the Shares should not in any way be relied upon as an indication or a promise of its future trading performance;

(b) The financial performance of the Group for HY2020 is supported by the grants received from the Government support schemes in Singapore and China to deal with the COVID-19 pandemic. Assuming the lack of such Government grants, the Group would have recorded profit for the year attributable to equity holders of the Company of S$1.9 million rather than S$5.3 million in HY2020. There is no assurance that such Government support scheme will continue to be provided to the Group and there remains significant uncertainties in the global economy as a result of the COVID-19 pandemic;

(c) The LTM dividend yield of the Company is below the mean and median of the LTM dividend yield of the Comparable Companies and STI ETF, suggesting that a Shareholder who receives the proceeds from the Offer may potentially experience an increase in investment income if he re-invests the proceeds from the Offer Price in the shares of the Comparable Companies that has paid out dividends in their respective last financial year or the STI ETF. There is no assurance that the Company or any of the selected alternative investments will continue to pay dividends in the future and/or maintain that level of dividend paid in past periods;

(d) The COVID-19 pandemic has resulted in a slow down of the global economy with Singapore’s GDP growth forecast for 2020 narrowing to “-7.0% to -5.0%” and the fall in GDP was due to, inter alia, the weaken external demand amidst a global economic downturn caused by the COVID-19 pandemic. Furthermore, there remain significant uncertainties in the global economy. Further details are as set out in Section 11.8.1 of this Letter;

(e) The Company has been impacted by the COVID-19 pandemic with weakened financial performance in HY2020 as set out in Section 11.2 of this Letter. Further, the Company has stated that if the global situation worsens, the overall performance of the Group for FY2020 would be weaken. Further details are as set out in Section 11.8.2 of this Letter;

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(f) As at the Latest Practicable Date, save for the Offer made by the Offeror, no alternative offer from any third party has been received;

(g) The Offer Price is final and the Offeror will not increase the Offer Price; and

(h) The Offeror and the Consortium Members do not intend to support any action taken or to be taken to meet the Free Float Requirement or maintain the present listing status of the Company.

Accordingly, we advise the Independent Directors to recommend that Shareholders ACCEPT the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, after taking into account all brokerage commissions or transactions costs in connection with open market transactions.

We would advise the Independent Directors to consider highlighting that there are no assurances that the market prices of the Shares after the close of the Offer may be maintained at current levels prevailing as at the Latest Practicable Date."

In rendering the above opinion, the IFA has not had regard to any specific investment objectives, financial situations, tax status, risk profiles and/or unique needs and constraints of any individual Shareholder.

12. RECOMMENDATION OF THE INDEPENDENT DIRECTORS

12.1 Exempted Directors

Pursuant to the ruling given by the SIC on 29 July 2020, the following Directors will be exempted from the requirement of making a recommendation to Shareholders on the Offer for the reasons set out below:

(a) Mr Thomas Chua Kee Seng is a director of the Offeror and is a director of Chua Seng Tek Holdings Pte Ltd, which is one of the Consortium Members; and

(b) Ms Mai Ah Ngo is the wife of Mr Thomas Chua Kee Seng and is a director of the Offeror.

Accordingly, each of Mr Thomas Chua Kee Seng and Ms Mai Ah Ngo would face an irreconcilable conflict of interest in making any recommendation on the Offer to the Shareholders. The SIC has ruled that each of them is exempted from the requirement to make a recommendation on the Offer to the Shareholders.

Nonetheless, all the Directors are jointly and severally responsible for the accuracy of facts stated and the completeness of the information given by the Company to the Shareholders, including information contained in announcements and documents issued by or on behalf of the Company in connection with the Offer.

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12.2 Recommendation of the Independent Directors

The Independent Directors, having considered carefully the terms of the Offer and the advice given by the IFA to the Independent Directors in the IFA Letter, have set out their recommendation on the Offer below:

The Independent Directors concur with the IFA's assessment of the Offer and its advice thereon, as set out in section 11.2 of this Circular and in the IFA Letter. Accordingly, the Independent Directors recommend that Shareholders ACCEPT the Offer, unless Shareholders are able to obtain a price higher than the Offer Price on the open market, after taking into account all brokerage commissions or transaction costs in connection with open market transactions.

Shareholders should note that there are no assurances that the market prices of the Shares after the close of the Offer may be maintained at current levels prevailing as at the Latest Practicable Date.

In making the above recommendation, the Independent Directors have not had regard to the specific investment objectives, financial situations, tax status, risk profiles and/or unique needs and constraints of any individual Shareholder. As different Shareholders would have different investment profiles and objectives, the Independent Directors recommend that any individual Shareholder who may require specific advice in relation to his investment objectives or portfolio should consult his stockbroker, bank manager, solicitor, or other professional advisers immediately.

Shareholders should read and consider carefully this Circular, including the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer as set out in Appendix I to this Circular in their entirety, before deciding whether to accept the Offer. Shareholders are also urged to read the Offer Document carefully.

13. OVERSEAS SHAREHOLDERS

Overseas Shareholders should refer to section 15 of the Letter to Shareholders in the Offer Document, which is reproduced in italics below:

"15. OVERSEAS SHAREHOLDERS

15.1 Overseas Shareholders. This Offer Document, the relevant Acceptance Forms and/or any related documents do not constitute an offer to sell or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Offer Document, the relevant Acceptance Forms and/or any related documents in any jurisdiction in contravention of applicable law.

For the avoidance of doubt, the Offer is open to all Shareholders, including those to whom this Offer Document, the relevant Acceptance Forms and/or any related documents may not be sent.

The availability of the Offer to Overseas Shareholders may be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions.

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15.2 Copies of Documents. Where there are potential restrictions on sending this Offer Document, the relevant Acceptance Forms and/or any related documents to any overseas jurisdictions, the Offeror and OCBC each reserves the right not to send this Offer Document, the relevant Acceptance Forms and/or any related documents to such overseas jurisdictions. Any affected Overseas Shareholder may nonetheless obtain copies of this Offer Document, the relevant Acceptance Forms and/or any related documents during normal business hours from (i) CDP (if he is a Depositor) by submitting a request to CDP via phone (+65 6535 7511) or email services (asksgx@sgx.com) or by post to The Central Depository (Pte) Limited, 11 North Buona Vista Drive, #01-19/20 The Metropolis Tower 2, Singapore 138589; or (ii) the office of the Receiving Agent (if he is holding Shares which are not deposited with CDP ("in scrip form")) at 80 Robinson Road, #11-02, Singapore 068898. Alternatively, an affected Overseas Shareholder may write to CDP (if he is a Depositor) or the Receiving Agent (if he is holding Shares in scrip form) to request for this Offer Document, the relevant Acceptance Forms and/or any related documents to be sent to an address in Singapore by ordinary post at his own risk, up to five Market Days prior to the Closing Date. Electronic copies of this Offer Document and the Acceptance Forms may also be obtained from the website of the SGX-ST at www.sgx.com.

15.3 Overseas Jurisdiction. It is the responsibility of any Overseas Shareholder who wishes to (i) request for this Offer Document, the relevant Acceptance Forms and/or any related documents; and/or (ii) accept the Offer, to satisfy himself as to the full observance of the laws of the relevant jurisdictions in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements. Such Overseas Shareholder shall be liable for any such taxes, imposts, duties or other requisite payments payable in such jurisdictions and the Offeror, OCBC, CDP, the Receiving Agent and/or any other person acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such taxes, imposts, duties or other requisite payments as the Offeror, OCBC, CDP, the Receiving Agent and/or any other person acting on its behalf may be required to pay. In (i) requesting for this Offer Document, the relevant Acceptance Forms and/or any related documents; and/or (ii) accepting the Offer, the Overseas Shareholder represents and warrants to the Offeror, OCBC, CDP and/or the Receiving Agent that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements. If any Shareholder is in any doubt about his position, he should consult his professional adviser in the relevant jurisdiction.

15.4 Notice. The Offeror and OCBC each reserves the right to notify any matter, including the fact that the Offer has been made, to any or all of the Shareholders (including Overseas Shareholders) by announcement to the SGX-ST or paid advertisement in a daily newspaper published and circulated in Singapore, in which case, such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder (including an Overseas Shareholder) to receive or see such announcement or advertisement."

14. INFORMATION RELATING TO CPFIS INVESTORS AND SRS INVESTORS

As stated in section 16.2 of the Letter to Shareholders in the Offer Document, CPFIS Investors and SRS Investors should receive further information on how to accept the Offer from their respective CPF Agent Banks and SRS Agent Banks. CPFIS Investors and SRS Investors are advised to consult their respective CPF Agent Banks and SRS Agent Banks should they require further information, and if they are in any doubt as to the action they should take, CPFIS Investors and SRS Investors should seek independent professional advice. CPFIS Investors

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and SRS Investors who wish to accept the Offer are to reply to their respective CPF Agent Banks and SRS Agent Banks by the deadline stated in the letter from their respective CPF Agent Banks and SRS Agent Banks, which may be earlier than the Closing Date.

As set out in the same section 16.2, subject to the Offer becoming or being declared unconditional in all respects in accordance with its terms, CPFIS Investors and SRS Investors who validly accept the Offer through appropriate intermediaries will receive the Offer Price payable in respect of their Offer Shares in their respective CPF investment accounts and SRS investment accounts.

15. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who wish to accept the Offer must do so not later than 5:30 p.m. (Singapore time) on the Closing Date. Please refer to Appendix 2 to the Offer Document, which sets out the procedures for acceptance of the Offer.

Shareholders who do not wish to accept the Offer need not take further action in respect of the Offer Document which has been sent to them.

16. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors (including any who may have delegated detailed supervision of this Circular) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Circular (other than the information in the Offer Document, the IFA Letter and the Valuation Certificates and Reports and any information relating to or opinions expressed by the Offeror, the IFA and the Valuers) are fair and accurate and that there are no material facts not contained in this Circular, the omission of which would make any statement in this Circular misleading. The Directors jointly and severally accept responsibility accordingly.

Where any information in this Circular has been extracted or reproduced from published or publicly available sources or obtained from a named source (including the Offeror, the IFA and/or the Valuers), the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, accurately reflected or reproduced in this Circular.

In respect of the IFA Letter and the Valuation Certificates and Reports, the sole responsibility of the Directors has been to ensure that the facts stated therein with respect to the Teckwah Group are, to the best of their knowledge and belief, fair and accurate in all material respects.

The recommendation of the Independent Directors to the Shareholders set out in section 12 of this Circular is the sole responsibility of the Independent Directors.

17. ADDITIONAL INFORMATION

Your attention is drawn to the Appendices which form part of this Circular.

Yours faithfully For and on behalf of the Board of Directors

Ng Nai Ping Executive Director

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APPENDIX I

LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS

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RHT CAPITAL PTE. LTD. (Company Registration Number: 201109968H)

(Incorporated in the Republic of Singapore) 9 Raffles Place, #29-01 Republic Plaza Tower 1

Singapore 048619 15 September 2020 To: The Independent Directors of Teckwah Industrial Corporation Ltd

(deemed to be independent in respect of the Offer)

Mr Ng Nai Ping (Executive Director) Mr Peter Chan Pee Teck (Lead Independent Director) Mr John Lim Hwee Chiang (Independent Director) Mr Gerard Tan Wee Seng (Independent Director) Mr Lim Lee Meng (Independent Director)

Dear Sirs, INDEPENDENT FINANCIAL ADVICE TO THE INDEPENDENT DIRECTORS IN RESPECT OF THE VOLUNTARY CONDITIONAL CASH OFFER Unless otherwise defined or the context otherwise requires, all terms defined in the circular dated 15 September 2020 (“Circular”) issued by the Company to the shareholders of the Company (“Shareholders”) shall have the same meaning herein. 1. INTRODUCTION

On 12 August 2020 (“Offer Announcement Date”), Oversea-Chinese Banking Corporation Limited (“OCBC”), announced (“Offer Announcement”), for and on behalf of Clementine Investments Pte. Ltd. (“Offeror”), that the Offeror intends to make a voluntary conditional cash offer (“Offer”) for all the issued ordinary shares (“Shares”) in the capital of Teckwah Industrial Corporation Ltd (“Company” and together with its subsidiaries, “Group”), other than those already owned, controlled or agreed to be acquired by the Offeror (“Offer Shares”), in accordance with Section 139 of the Securities and Futures Act, Chapter 289 of Singapore (“Securities and Futures Act”) and the Singapore Code on Take-overs and Mergers (“Code”). The Offeror is the bid vehicle for a consortium comprising: (i) Chua Seng Tek Holdings Pte Ltd (“C Holdings”); (ii) Lee Kay Huan Holdings Pte Ltd (“L Holdings”); and (iii) Airjet Investments Pte. Ltd. (“A Investments”), (collectively, “Consortium Members”), who have agreed, pursuant to a consortium agreement entered into amongst them (“Consortium Agreement”), to undertake the Offer through the Offeror. Further details on the Consortium Members are set out in Section 4 of this letter (“Letter”). Pursuant to the Offer, OCBC had on 2 September 2020 announced, for and on behalf of the Offeror, that the offer document dated 2 September 2020 (“Offer Document”), setting out, inter alia, the terms and conditions of the Offer had been despatched to Shareholders. In connection with the Offer, RHT Capital Pte. Ltd. (“RHTC”) has been appointed by the Company as the independent financial adviser (“IFA”) to advise the directors of the Company (“Directors”) who are considered independent in respect of the Offer (“Independent Directors”), for the purposes of making their recommendation to Shareholders in respect of the Offer.

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This Letter is addressed to the Independent Directors and sets out, inter alia, our views and evaluation of the financial terms of the Offer, our opinion thereon, and forms part of the Circular providing, inter alia, details of the Offer, and the recommendation of the Independent Directors and it is to be despatched to Shareholders in relation to the Offer.

2. TERMS OF REFERENCE

We have been appointed to advise the Independent Directors on the financial terms of the Offer in compliance with the provisions of the Code. We have confined our evaluation to the financial terms of the Offer and have not taken into account the commercial risks and/or commercial merits of the Offer. Our terms of reference do not require us to evaluate or comment on the rationale for, or the strategic or long term merits of the Offer or on the future prospects of the Company and/or the Group or the method and terms by which the Offer is made or any other alternative methods by which the Offer may be made. Such evaluations and comments remain the sole responsibility of the Directors, although we may draw upon their views or make such comments in respect thereof (to the extent deemed necessary or appropriate by us) in arriving at our opinion as set out in this Letter. We are not authorised, and we have not solicited, any indications of interest from any third party with respect to the Shares. We are therefore not addressing the relative merits of the Offer as compared to any alternative transaction that may be available to the Company (or its Shareholders), or as compared to any alternative offer that might otherwise be available in the future. In the course of our evaluation of the financial terms of the Offer, we have relied on, and assumed without independent verification, the accuracy and completeness of published information relating to the Group. We have also relied on information provided and representations made, including relevant financial analyses and estimates, by the management of the Company (“Management”), the Directors, the Company’s solicitors and auditors. We have not independently verified such information or any representation or assurance made by them, whether written or verbal, and accordingly cannot and do not make any representation or warranty, express or implied, in respect of, and do not accept any responsibility for the accuracy, completeness or adequacy of such information, representation or assurance. We have nevertheless made such reasonable enquiries and exercised our judgement as we deemed necessary and have found no reason to doubt the reliability of the information. We have relied upon the assurances of the Directors that, upon making all reasonable enquiries and to the best of their respective knowledge, information and belief, all material information in connection with the Offer, the Company and/or the Group has been disclosed to us, that such information is true, complete and accurate in all material respects and that there is no other information or fact, the omission of which would cause any information disclosed to us or the facts of or in relation to the Company and/or the Group stated in the Circular to be inaccurate, incomplete or misleading in any material respect. The Directors jointly and severally accept responsibility accordingly. For the purposes of assessing the financial terms of the Offer and reaching our conclusions thereon, we have not conducted a comprehensive independent review of the business, operations or financial condition of the Group. We will not be required to express, and we do not express, any view on the growth prospects and earnings potential of the Company and/or the Group in connection with our opinion in this Letter.

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We have not made an independent evaluation or appraisal of the assets and liabilities of the Company and/or the Group (including without limitation, property, plant and equipment). We have, however, been furnished with the following Valuation Reports (as defined herein) prepared by the Independent Valuers (as defined herein) which the Company has commissioned in connection with the Offer and on which we have placed sole reliance on for such valuations (“Independent Valuations”): (a) the valuation summary letter dated 3 September 2020 in respect of the independent

valuation of the Pixel Red Property (as defined herein) as at 3 September 2020 prepared by Knight Frank Pte Ltd (“Knight Frank”);

(b) the valuation certificates dated 2 September 2020 in respect of the independent valuations of the No.1 Iskandar Property (as defined herein), the No.20 Iskandar Property (as defined herein) and the No.22 Iskandar Property (as defined herein) as at 20 August 2020 prepared by Henry Butcher Malaysia (Johor) Sdn Bhd (“HB Malaysia”);

(c) the valuation report dated 1 September 2020 in respect of the independent valuation of

the Taiwan Property (as defined herein) as at 25 August 2020 prepared by Savills Taiwan ( ) (“Savills Taiwan”);

(d) the valuation report dated 21 August 2020 in respect of the independent valuation of the

Wuxi Property (as defined herein) as at 31 July 2020 prepared by Jiangsu Guoheng Real Estate Assets Appraisal and Consulting Co., Ltd (

) (“JGRE”); and (e) the valuation report dated 4 September 2020 in respect of the independent valuation of

the Plant and Machinery (as defined herein) as at 30 June 2020 prepared by AVA Associates Limited (“AVA Associates”, together with Knight Frank, HB Malaysia, Savills Taiwan and JGRE, “Independent Valuers”),

(collectively, “Valuation Reports”).

We are not experts in the evaluation or appraisal of the assets concerned and we have made reference to Valuation Reports for such assets appraisal and have not made any independent verification of the contents thereof. In particular, we do not assume any responsibility to enquire about the basis of the valuations contained in the Valuation Reports or if the contents thereof have been prepared and/or included in the Circular in accordance with all applicable regulatory requirements. We will be relying on the disclosures and representations made by the Company on the value of the assets, liabilities and profitability of the Company and/or the Group. We have not relied upon any financial projections or forecasts in respect of the Company and/or the Group for the purpose of our evaluation of the financial terms of the Offer. Our analysis and our opinion as set out in this Letter are based upon market, economic, industry, monetary and other conditions in effect on, and the information provided to us as at 4 September 2020 (“Latest Practicable Date”). Such conditions may change significantly over a relatively short period of time. We assume no responsibility to update, revise or reaffirm our opinion in light of any subsequent development after the Latest Practicable Date that may affect our opinion contained herein. Shareholders should further take note of any announcements relevant to their consideration of the Offer which may be released by the Company and/or the Offeror after the Latest Practicable Date. In rendering our opinion, we did not have regard to the specific investment objectives, financial situation, tax status, risk profiles or unique needs and constraints of any individual Shareholder. As each Shareholder would have different investment objectives and profiles, we would advise the Independent Directors to recommend that any individual Shareholder who may require specific advice in relation to his investment objectives or portfolio should consult his stockbroker, bank manager, solicitor, or other professional adviser immediately. As such, our opinion should not be the sole basis for deciding whether or not to accept the Offer.

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The Company has been separately advised by its own advis