Replace - Extraordinary/ Special General Meeting :: Voluntary

BEST WORLD INTERNATIONAL LTD

(Company Registration: 199006030Z)

Incorporated in the Republic of Singapore

Extraordinary General Meeting 2021

Questions & Answers

No.	Questions from Shareholders		Replies
		Ordinary Resolution 1

1 Ernst & Young (EY) is a top tier auditor vs Nexia TS (mid- level). Would you not think Investors (existing & new) be more sceptical of BWL's financials, policies & operation structures?

Going forward, how can BWL allay those concerns?

What can Nexia do or help you that E&Y cannot or will not?

You did mention cost consideration as one reason for the change of the Auditor. What is the cost savings in dollar terms and in %?

As mentioned in the Appendix Note 2.1 and 2.2, as part of good corporate governance initiatives and the Group's ongoing efforts to manage its overall business costs and expenses amidst the challenging business climate, the Board is of the view that it would be appropriate and timely to effect a change of Auditor of the Company, which would enable the Company to benefit from fresh perspectives and views of another professional audit firm, thus enhancing the value of the audit of the Group.

Having operations in Singapore, Malaysia, Myanmar and the People's Republic of China, Nexia TS's offices have been ranked among top firms in their respective countries. Nexia TS is also ranked 10th worldwide for their accounting and consulting practices. Several directors of Nexia TS are audit committee members of listed companies in Singapore and have many years of experience in corporate governance and control issues surrounding public interest entities. Nexia TS is a certified public accounting corporation, and a member of the Institute of Singapore Chartered Accountants ("ISCA").

Based on the Board's and Audit Committee's assessment, the appointment of Nexia TS will not compromise the quality of the Company's audit.

The Group also expects cost savings of approximately S$113,000 arising from the Proposed Change of Auditor, which is approximately 19% savings based on FY2020 audit fees incurred for the entities previously audited by E&Y.

2	As the external auditor will be changed to Nexia TS, the	These issues will be addressed as part of FY2021 audit. To date, the
	disclaimer of opinion by E&Y on issues, relationship with	audit for FY2021 has not commenced and will commence upon the
	the Group's import agent and marketing agent and	appointment of the new auditors during the upcoming EGM.
	classification of payments to promotional companies, have
	been resolved?
	Ordinary Resolution 2
3	Please provide more detail as to the additional control	The Company will formalise a share buyback procedure which include
	measures the Company intends to take to prevent the	an email template highlighting the number of shares to be repurchased,
	recurrence of the administrative oversight that resulted in	the validity period of the mandate, as well as a formal written process
	share-buy backs without Shareholder approval	from the approver to approve the share buyback transaction.
	Special Resolution 1
4
	Would you kindly simplify the main motivation behind the	The Company's Constitution was last amended in 2012. The proposed
	amendments of the constitution? Is it for more leeway &	amendments to the Constitution are primarily made to align the
	flexibility?	Constitution with updates to applicable laws since then, including
		amendments to the Companies Act (Cap. 50) of Singapore introduced in
	With the change, how will it help BWL to improve your	2014 and 2017, and the Personal Data Protection Act 2012, in the
	current situation?	interests of good corporate governance and greater business flexibility,
		crucial for long-term business sustainability and accountability.
	Will it help pave the way for re-listing & bring value back to
	all investors (including your good selves)?	The key changes include, amongst others, the introduction of a multiple-
		proxies regime to enfranchise indirect investors and CPF investors,
		provisions addressing the Company's collection, use and disclosure of
		members' personal data, as well as provisions to facilitate the electronic
		transmission of notices and documents.

Trading

5 Indicative date to resume trading?

What else can be done for trading to be resumed? And if not, why?

With reference to the latest update announcementdated 11 November 2021, the Company believes that the suspension of the trading of the Company's shares will continue until the Group is able to transition to a direct selling model in China, as required by SGX RegCo. In this regard, the Company had sought advice from its China legal counsels to ascertain that its current operations are not in violation of any regulations. However, MOFCOM has not resumed accepting filings for expansion of the coverage of existing direct selling licenses since 2018. Accordingly, the Group is unable at this time to file for the expansion of the coverage of its existing Direct Selling License.

In the event MOFCOM resumes the acceptance of filings for expansion of coverage of existing direct selling license, management estimates an approval timeline of 2 years to cover all the key markets today.

The Company will make further announcements via SGXNet should there be any developments.

6	When will the company announce 10% share buyback?	We are aware that certain shareholders would like to receive an update
		on the future plans of the Company announced recently on 11 November
	What is the Share buyback price?	2021 particularly in relation to Share buyback. Do keep a look out for our
		upcoming Equal Access Offer announcement which will be made on
		SGXNET soon.
		Shareholders are advised to read the announcements carefully.
		Shareholders and potential investors should consult their stockbrokers,
		bankers, solicitors or other professional advisers if they have any doubt
		about the actions they should take.
7	Any intention to bring Best World private since shares	Alpha Advisory Pte Ltd has been appointed by the Company to be its
	cannot be resumed in the next 2-3 months?	financial advisor in relation to the delisting. In Note 2.3 of our
		announcementdated 11 November 2021, the proposed plan to the
	BWL mentioned recently about looking at delisting:	delisting will only take place should the Company obtain external
		financing to undertake a delisting exercise. There is also no definitive
	How is this proceeding?	timeline as financing of such this exercise remains uncertain at this time.
		The Company will provide an update to shareholders on any material
	Target date for this to happen?	developments in relation to the proposed delisting of the Company.
	Method use to determine the price for delisting?
	Price to delist?
	Did the Board consider engaging Hong Kong / China-based
	legal and financial advisors that specialize in corporate
	actions (e.g. fund raising, M&A) from China mainland
	companies? If not, what are the reasons?