Willas Array Electronics : (1) Poll Results of the Annual General Meeting held on July 28, 2020; and (2) Change of Directors and Compositions of the Audit Committee, Remuneration Committee, Nomination Committee and Compliance Committee

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WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED

威雅利電子(集團)有限公司

(Incorporated in Bermuda with limited liability)

(Hong Kong stock code: 854)

(Singapore stock code: BDR)

1. 1. 1. POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JULY 28, 2020;
         AND
   2. CHANGE OF DIRECTORS AND COMPOSITIONS OF THE AUDIT COMMITTEE, REMUNERATION COMMITTEE, NOMINATION COMMITTEE AND COMPLIANCE COMMITTEE
2. POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JULY 28, 2020

The board of directors of Willas-Array Electronics (Holdings) Limited (the "Company", the "Directors" and the "Board", respectively) is pleased to announce that all the proposed ordinary resolutions as set out in the notice of the annual general meeting of the Company (the "AGM") dated June 26, 2020 (the "AGM Notice" and the "Proposed Resolutions", respectively) were duly passed by the holders of the Company's ordinary shares of HK$1.00 each (the "Shares" and the "Shareholders", respectively) by way of poll at the AGM held on Tuesday, July 28, 2020 (the "2020 AGM").

As at the date of the 2020 AGM, there were 85,207,049 issued Shares entitling the Shareholders to attend and vote for or against the Proposed Resolutions at the 2020 AGM. Pursuant to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "HK Listing Rules") and Rule 704(16) of the Listing Manual of Singapore Exchange Securities Trading Limited (the "SGX Listing Manual"), there were no Shareholders that were required to abstain from voting in favour of the Proposed Resolutions at the 2020 AGM.

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None of the Shareholders was required under the HK Listing Rules to abstain from voting on the Proposed Resolutions at the 2020 AGM. None of the Shareholders has stated in the Company's circular dated June 26, 2020 (the "Circular") his/her/its intention to vote against or to abstain from voting on any of the Proposed Resolutions at the 2020 AGM.

Boardroom Corporate & Advisory Services Pte. Ltd. was appointed as the polling agent and Ardent Business Advisory Pte. Ltd. acted as the scrutineer for the vote-taking at the 2020 AGM.

The poll results in respect of all the Proposed Resolutions put to the vote at the 2020 AGM are set out as follows:

						Total		For	Against
						number of			As a		As a
						shares			percentage of		percentage of
	Resolution number and details	represented	Number of		total number	Number of	total number
	by votes for		of votes for	of votes for
						shares		shares
						and against		and against	and against
						the relevant			the resolution		the resolution
						resolution			(%) (Note 1)		(%)	(Note 1)
Ordinary Business
1	To adopt the Audited Consolidated	37,768,300	37,768,300		100.00%	0		0.00%
	Financial	Statements	of	the
	Company and its subsidiaries for the
	financial year ended March 31, 2020
	together with the Directors' Report
	and Independent	Auditor's	Report
	thereon.
2	To approve the proposed Directors'	37,768,300	37,755,100		99.97%	13,200		0.03%
	fees of S$158,494 for the financial
	year ending March 31, 2021.
3	To re-elect Mr. Leung Chun Wah as	37,768,300	37,768,300		100.00%	0		0.00%
	an executive Director.
4	To re-elect Mr. Kwok Chan Cheung	37,768,300	37,768,300		100.00%	0		0.00%
	as an executive Director.
5	To re-elect Mr. Leung Chi Hang	37,768,300	37,768,300		100.00%	0		0.00%
	Daniel as an executive Director.
6	To re-elect Mr. Lim Lee Meng as an	37,768,300	37,768,300		100.00%	0		0.00%
	independent non-executive Director.
7	To re-appoint Messrs. Deloitte	37,768,300	37,768,300		100.00%	0		0.00%
	Touche Tohmatsu, Hong Kong as
	the independent auditor of the
	Company	and	authorise	the
	Directors to fix their remuneration.
Special Business
8	To authorise the Directors to allot	37,768,300	37,440,840		99.13%	327,460		0.87%
	and issue new Shares in the share
	capital of the Company.	(Note 2)
9	To authorise the Directors to purchase	37,768,300	37,755,100		99.97%	13,200		0.03%
	or acquire Shares in the share capital
	of the Company. (Note 2)

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Notes:

1. The number of votes and the approximate percentage of the total votes cast on each Proposed Resolution stated above are calculated based on the total number of issued Shares held by the Shareholders who (i) attended and voted (in real time) at the 2020 AGM via electronic means (whether personally or via the appointment of a proxy or corporate representative), and (ii) appointed the chairman of the 2020 AGM as proxy to vote on their behalf.
2. For the full text of the Proposed Resolutions, please refer to the AGM Notice as contained in the Circular.

As more than 50% of the votes were cast in favour of each of the Proposed Resolutions, all of them were duly passed as ordinary resolutions of the Company.

1. CHANGE OF DIRECTORS AND COMPOSITIONS OF THE AUDIT COMMITTEE,
   REMUNERATION COMMITTEE, NOMINATION COMMITTEE AND COMPLIANCE COMMITTEE

The Board announces that the resignation of Mr. Jovenal R. Santiago ("Mr. Santiago") as an independent non-executive Director has come into effect from the conclusion of the 2020 AGM and accordingly, he has ceased to be the chairman of the audit committee of the Board (the "Audit Committee"), as well as a member of each of the Board's remuneration committee (the "Remuneration Committee"), nomination committee (the "Nomination Committee") and compliance committee (the "Compliance Committee") at the same time.

The Board would like to extend its sincere gratitude to Mr. Santiago for his valuable contributions to the Company during his tenure of office.

The Board also announces that upon re-election of Mr. Lim Lee Meng as an independent non-executive Director at the 2020 AGM, he has been appointed as the chairman of the Audit Committee, as well as a member of each of the Remuneration Committee, the Nomination Committee and the Compliance Committee with effect from the conclusion of the 2020 AGM, to replace the outgoing independent non-executive Director Mr. Santiago in those positions. Mr. Lim Lee Meng is considered by the Board to be independent for the purposes of Rule 3.13 of the HK Listing Rules and Rule 704(8) of the SGX Listing Manual.

By Order of the Board

Willas-Array Electronics (Holdings) Limited

Leung Chun Wah

Chairman and Executive Director

Hong Kong/Singapore, July 28, 2020

As at the date of this announcement, the Board comprises five Executive Directors, namely Leung Chun Wah (Chairman), Kwok Chan Cheung (Deputy Chairman), Hon Kar Chun (Managing Director), Leung Hon Shing and Leung Chi Hang Daniel; and three Independent Non-executive Directors, namely Wong Kwan Seng, Robert, Iu Po Chan, Eugene and Lim Lee Meng.

In the case of inconsistency, the English text of this announcement shall prevail over the Chinese text.

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