General Announcement::Voluntary Conditional Offer - Exercise of Right of Compulsory Acquisition

VOLUNTARY UNCONDITIONAL OFFER

by

MAYBANK KIM ENG SECURITIES PTE. LTD.

(Company Registration No.: 197201256N)

(Incorporated in the Republic of Singapore)

for and on behalf of

WOH SENG HOLDINGS PTE. LTD.

(Company Registration No.: 202110088Z)

(Incorporated in the Republic of Singapore)

to acquire all the issued and paid-up ordinary shares in the capital of

CHEUNG WOH TECHNOLOGIES LTD

(Company Registration No.: 197201205Z)

(Incorporated in the Republic of Singapore)

other than those already held by the Company as treasury Shares and those already owned,

controlled or agreed to be acquired by the Offeror as at the date of the Offer

EXERCISE OF RIGHT OF COMPULSORY ACQUISITION OF SHARES

IN CHEUNG WOH TECHNOLOGIES LTD

1. INTRODUCTION

Maybank Kim Eng Securities Pte. Ltd. ("Financial Adviser") refers to:

1. the offer document dated 25 May 2021 ("Offer Document") in relation to the voluntary conditional offer ("Offer") by the Financial Adviser, for and on behalf of the Offeror, for all the Shares in the capital of the Company other than those already held by the Company as treasury Shares and those already owned, controlled or agreed to be acquired by the Offeror as at the date of the Offer in accordance with Rule 15 of The Singapore Code on Take-overs and Mergers;
2. the announcement issued by the Financial Adviser, for and on behalf of the Offeror on 14 June 2021, in relation to, inter alia, the Offer being declared unconditional in all respects, the final closing date and the Offeror's entitlement to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act, Chapter 50 of Singapore ("Companies Act") to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer ("Compulsory Acquisition");
3. the announcement issued by the Financial Adviser, for and on behalf of the Offeror on 23 June 2021, in relation to the despatch of documents relating to the Compulsory Acquisition; and
4. the announcement issued by the Financial Adviser, for and on behalf of the Offeror on 6 July 2021, in relation to the close of the Offer.

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Unless otherwise defined, capitalised terms in this Announcement shall bear the same meaning as set out in the Offer Document.

2. EXERCISE OF RIGHT OF COMPULSORY ACQUISITION UNDER SECTION 215(1) OF THE COMPANIES ACT

1. The Financial Adviser wishes to announce, for and on behalf of the Offeror, that the Offeror has exercised its right of Compulsory Acquisition today to acquire the Shares of the Dissenting Shareholders. The Offeror has paid to the Company a sum representing the aggregate amount payable for the Shares (the "Consideration") to be acquired from the Dissenting Shareholders.
2. The Consideration is being held on trust by the Company for the Dissenting Shareholders, pursuant to Section 215(5) of the Companies Act and will be paid by the Company to the Dissenting Shareholders. Further to payment of the Consideration to the Company, the Company will take steps to cause all the Shares held by the Dissenting Shareholders to be transferred to the Offeror and will register the Offeror as the holder of all those Shares as soon as practicable.
3. Following the Compulsory Acquisition, the Company will become a wholly-owned subsidiary of the Offeror. The Company will be delisted from the official list of the SGX-ST, at a date and time to be announced by the Company.

3. RESPONSIBILITY STATEMENT

The Directors of the Offeror (including those 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 are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, information relating to the Group), the sole responsibility of the Directors of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

Issued by

Maybank Kim Eng Securities Pte. Ltd.

For and on behalf of

Woh Seng Holdings Pte. Ltd.

28 July 2021

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