Elec & Eltek International : Announcement Posted on Hong Kong Stock Exchange Website on 26 March 2017 - Circular to shareholders

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Circular is issued by Elec & Eltek International Company Limited (the "Company"). If you are in any doubt as to the contents herein or 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 of your shares in the Company, you should immediately forward this Circular, together with the accompanying Notice of Annual General Meeting and the attached form of proxy ("Proxy Form") to the purchaser or transferee or to the bank, the stockbroker or other agent through whom the sale 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 opinions expressed in this Circular.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

Elec & Eltek International Company Limited

依利安達集團有限公司*

(Incorporated in the Republic of Singapore with Limited Liability)

Singapore Company Registration Number: 199300005H (Hong Kong Stock Code: 1151)

(Singapore Stock Code: E16.SI)

CIRCULAR TO SHAREHOLDERS IN RELATION TO

1. THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
2. THE PROPOSED RENEWAL OF THE SHARE ISSUE MANDATE;
3. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE;
4. THE PROPOSED RENEWAL OF THE INTERESTED PERSON TRANSACTIONS MANDATE; AND
5. NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT DATES AND TIMES:

Last date and time for deposit of Proxy Form: 26 April 2017 at 10:00 a.m. Date and time of Annual General Meeting: 28 April 2017 at 10:00 a.m. Place of Annual General Meeting: (a) In Hong Kong, at:

Board Room, 23/F, Delta House, 3 On Yiu Street, Shek Mun,

Shatin, New Territories, Hong Kong (for Hong Kong Shareholders);

AND

(b) In Singapore, via video conferencing at: Conference Room,

Wangz Business Centre, The Penthouse, 7 Temasek Boulevard,

#44-01 Suntec Tower 1,

Singapore 038987 (for Singapore Shareholders)

A letter from the Board is set out from pages 8 to 34 of this Circular. Whether or not you are able to attend and vote at the Annual General Meeting in person, please complete the accompanying Proxy Form in accordance with the instructions printed thereon and return it to the registered office of the Company at 80 Raffles Place, #33-00 UOB Plaza 1, Singapore 048624 (for Singapore Shareholders) or the office of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and, in such event, the Proxy Form shall be deemed to be revoked.

* for identification purpose only

27 March 2017

Page DEFINITIONS 1

LETTER TO SHAREHOLDERS 8

1. INTRODUCTION 8

2. THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS 9

3. THE PROPOSED RENEWAL OF THE SHARE ISSUE MANDATE 10

4. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE 11

5. THE PROPOSED RENEWAL OF THE INTERESTED PERSON TRANSACTIONS

   MANDATE 28

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS 29

7. ABSTENTION FROM VOTING 31

8. DIRECTORS' RECOMMENDATIONS 31

9. ANNUAL GENERAL MEETING AND PROXY 32

10. CLOSURE OF REGISTER OF MEMBERS 33

11. DIRECTORS' RESPONSIBILITY STATEMENT 33

12. DOCUMENTS AVAILABLE FOR INSPECTION 34

    APPENDIX A - BIOGRAPHICAL DETAILS OF DIRECTORS 35

    APPENDIX B - INTERESTED PERSON TRANSACTIONS MANDATE 37

    NOTICE OF ANNUAL GENERAL MEETING 52

    ANNUAL GENERAL MEETING - PROXY FORM

    Except where the context otherwise requires, the following definitions apply throughout this Circular: "2016 AGM" : The AGM of the Company held on 29 April 2016

    "2017 AGM" : The AGM of the Company to be held on 28 April 2017

    "2016 Circular" : The circular dated 29 March 2016, with respect to, inter alia, the 2016 AGM

    "2016 IPT Mandate" : Shall have the meaning ascribed to it in Section 5.1.1 of this Circular

    "2016 Share Issue Mandate" : Shall have the meaning ascribed to it in Section 3.1 of this Circular

    "2016 Share Purchase Mandate" : Shall have the meaning ascribed to it in Section 4.1.3 of this Circular

    "ACRA" : Accounting and Corporate Regulatory Authority of Singapore

    "Act" : Companies Act (Chapter 50 of Singapore Statutes), as may be amended or modified from time to time

    "AGM" : Annual General Meeting of the Company

    "Approval Date" : Shall have the meaning ascribed to it in Section 4.3.1 of this Circular

    "Articles" : The Memorandum and Articles of Association of the Company

    "Audit Committee" : The audit committee of the Company

    "Average Closing Price" : Shall have the meaning ascribed to it in Section 4.3.4 of this Circular

    "Board" : The board of Directors

    "CDP" : The Central Depository (Pte) Limited

    "close associate" : Has the meaning ascribed to it under the HK Listing Rules

    "connected transaction(s)" : Has the meaning ascribed to it under Chapter 1 of the

    HK Listing Rules

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    "Controlling Shareholder(s)" : A person who:

13. holds, directly or indirectly, fifteen per cent. (15%) or more of the total number of issued Shares (excluding Treasury Shares) in the Company (unless the SGX-ST determines that such a person is not a Controlling Shareholder of the Company); or

14. in fact exercises control over the Company

Under the HK Listing Rules, the term "controlling shareholder" refers to any person who is or group of persons (including any holder of depository receipts) who are together entitled to exercise or control the exercise of thirty per cent. (30%) (or such other amount as may from time to time be specified in the HK Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings of the Company or who is or are in a position to control the composition of a majority of the Board

"core connected person(s)" : Has the meaning ascribed to it under Chapter 1 of the

HK Listing Rules

"Depositor" : A Depository Agent or a Direct Account Holder to the balance of whose Securities Account any shares are credited, but excluding a sub-account holder

"Depository" : CDP established by the SGX-ST, or any other corporation approved by the Monetary Authority of Singapore as a depository company or corporation for the purposes of the Securities and Futures Act (Chapter

289 of Singapore Statutes), which, as a bare trustee, operates the central depository system for the holding and transfer of book-entry securities

"Depository Agent" : A member company of the SGX-ST, a trust company

(registered under the Trust Companies Act (Chapter 336 of Singapore Statutes)), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary Authority of Singapore Act (Chapter 186 of Singapore Statutes)) or any other person or body approved by the Depository who or which: (a) performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the Depository Agent; (b) deposits book-entry securities with the Depository on behalf of the sub-account holders; and (c) establishes an account in its name with the Depository

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