Extraordinary/ Special General Meeting :: Voluntary

CIRCULAR DATED 23 MARCH 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Circular is circulated to the Shareholders (as defined in this Circular) of Best World International Limited (the "Company"). Its purpose is to explain to the Shareholders the rationale and provide information to the Shareholders for the proposed renewal of the Share Buyback Mandate (as defined in this Circular) as set out in this Circular to be tabled at the extraordinary general meeting of the Company to be held via Live Webcast on 7 April 2022 at 10.00 a.m. (the "2022 EGM").

The Notice of EGM (as defined in this Circular) and a proxy form are enclosed with this Circular.

If you have sold all your Shares (as defined in this Circular), you should immediately forward this Circular and proxy form to the purchaser or to the bank, stockbroker or agent through whom the sale was effected for onward transmission to the purchaser.

The legal adviser appointed by the Company for the purpose of the corporate action set out in this Circular is AEI Legal LLC.

The Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

If you are in any doubt as to the contents herein or as to any action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or any other professional adviser immediately.

BEST WORLD INTERNATIONAL LIMITED

(Incorporated in the Republic of Singapore on 11 December 1990) (Company Registration No. 199006030Z)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

	CONTENTS
DEFINITIONS........................................................................................................................................	3
1.	THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE ....................................	7
2.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS .....................................	27
3.	ACTION TO BE TAKEN BY SHAREHOLDERS........................................................................	28
4.	DIRECTORS' RECOMMENDATIONS .......................................................................................	29
5.	ABSTENTION FROM VOTING ..................................................................................................	30
6.	DIRECTORS' RESPONSIBILITY STATEMENT........................................................................	30
7.	CONSENT ..................................................................................................................................	30
8.	DOCUMENTS FOR INSPECTION .............................................................................................	30
NOTICE OF EXTRAORDINARY GENERAL MEETING....................................................................	N-1
PROXY FORM....................................................................................................................................	P-1

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DEFINITIONS

For the purpose of this Circular, the following definitions have, where appropriate, been used:

"2021 Mandate"	: Has the meaning ascribed to it in Section 1.1 of this Circular
"2021 Share Buyback Exercise"	: Has the meaning ascribed to it in Section 1.12 of this
		Circular
"2022 AGM"	:	The	AGM to be held for the financial year ended 31
		December 2021
"2022 EGM"	: The EGM to be held on 7 April 2022 at 10.00 a.m., notice
		of which is enclosed with this Circular
"AGM"	: The annual general meeting of the Company
"Approval Date"	: Has the meaning ascribed to it in Section 1.3.1 of this
		Circular
"Average Closing Price"	: Has the meaning ascribed to it in Section 1.3.4 of this
		Circular
"Board"	: The board of the Directors of the Company for the time
		being
"CDP"	: The Central Depository (Pte) Limited
"Collective Voting Rights"	: Has the meaning ascribed to it in Section 1.9.4.1 of this
		Circular
"Companies Act"	:	The	Companies Act 1967 (Singapore), as amended,
		modified or supplemented from time to time
"Company"	: Best World International Limited
"Concert Parties Arrangement"	: Has the meaning ascribed to it in Section 1.9.4.1 of this
		Circular
"Controlling Shareholder"	:	A person who:
		(a)	holds directly or indirectly 15% or more of the total
			number of issued Shares excluding treasury
			shares and subsidiary holdings in the Company.
			The SGX-ST may determine that a person who
			satisfies this paragraph is not a Controlling
			Shareholder; or
		(b)	in fact exercises control over a company
"D2"	: Has the meaning ascribed to it in Section 1.9.4.1 of this
		Circular

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"D2 Shareholders' Agreement"	: Has the meaning ascribed to it in Section 1.9.4.1 of this
		Circular
"Directors"	: Directors of the Company for the time being
"EGM"	: The extraordinary general meeting of the Company
"EPS"	:	Earnings per Share
"Full Share Purchase"	: Has the meaning ascribed to it in Section 1.9.4.2 of this
		Circular
"Group"	: The Company and its subsidiaries
"Latest Practicable Date"	: 16 March 2022, being the latest practicable date prior to the
		printing of this Circular
"Listing Manual"	: The Listing Manual of the SGX-ST, as amended, modified
		or supplemented from time to time
"Market Day"	: A day on which the SGX-ST is open for trading in securities
"Market Purchase"	: Has the meaning ascribed to it in Section 1.3.3(a) of this
		Circular
"Maximum Price"	: Has the	meaning	ascribed	to	it	in	Section	1.3.4	of	this
		Circular
"Notice of EGM"	: The notice of the 2022 EGM which is enclosed with this
		Circular
"NTA"	:	Net tangible assets
"Off-Market Purchase"	: Has the meaning ascribed to it in Section 1.3.3(b) of this
		Circular
"Ordinary Resolution"	: The ordinary resolution relating to the proposed renewal of
		the Share Buyback Mandate, set out in the Notice of EGM
"Parties"	: Has the meaning ascribed to it in Section 1.9.4.1(h) of this
		Circular
"Registrar"	: Has the	meaning	ascribed	to	it	in	Section	1.5.1	of	this
		Circular
"Registration Deadline"	: Has the	meaning	ascribed	to	it	in	Section	3(b)	of	this
		Circular
"Registration Link"	: Has the	meaning	ascribed	to	it	in	Section	3(b)	of	this
		Circular

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"Relevant Period"	:	The period commencing from the date on which the
		ordinary resolution in relation to the renewal of the Share
		Buyback Mandate is passed at the 2022 EGM, and expiring
		on the date the next AGM is or is required by law to be held,
		whichever is the earlier
"Securities Account"	: Securities accounts maintained by a Depositor with CDP
		but not including securities sub-accounts maintained with a
		Depository Agent
"Securities and Futures Act"	:	The Securities and Futures Act 2001 (Singapore), as
		amended, modified or supplemented from time to time
"SGX-ST"	: Singapore Exchange Securities Trading Limited
"Share Buyback"	: The buyback of Shares by the Company pursuant to the
		terms of the Share Buyback Mandate
"Share Buyback Mandate"	: The proposed mandate to enable the Company to purchase
		or otherwise acquire its Shares, the terms of which are set
		out in Section 1 of this Circular
"Shareholders"	: Persons who are registered as holders of the Shares except
		where the registered holder is CDP, in which case the term
		"Shareholders" shall in relation to such Shares mean the
		Depositors whose Securities Accounts with CDP are
		credited with the Shares
"Shares"	: Ordinary shares in the capital of the Company
"SIC"	: The Securities Industry Council
"subsidiaries"	: The subsidiaries of a company (as defined in Section 5 of
		the Companies Act) and "subsidiary" shall be construed
		accordingly
"Substantial Shareholder"	: A person who holds directly or indirectly 5% or more of the
		issued voting shares in capital of the Company
"Take-over Code"	:	The Singapore Code on Take-overs and Mergers, as
		amended, modified or supplemented from time to time
"S$", "$" and "cents"	: Singapore dollars and cents respectively
"%" or "per cent"	:	Per centum or percentage

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