HANWELL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 197400888M

The booklet contains the following:

Contents

Page

Notification to shareholders

2

Request Form

Notice of Annual General Meeting ("AGM")

A1 to A5

Proxy Form for AGM

P1 to P2

Questions to be submitted in advance by shareholders

Q1

Guidance Notes to AGM

G1 to G5

(with Appendix)

IMPORTANT

Due to the fast-evolvingCOVID-19 situation in Singapore, Hanwell Holdings Limited (the "Company") is closely monitoring the situation, including any precautionary measures which may be required or recommended by government agencies to minimise the risk of spread of COVID-19. The Company may be required to change its Annual General Meeting ("AGM") arrangements at short notice. Shareholders are advised to check on the Company's corporate website and SGXNet for any latest updates on changes, if any.

During the AGM, the Company will have to comply with (i) measures provided by relevant government agencies and the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means and (ii) the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 which was gazetted on 13 April 2020 and its amendment which was gazetted on 14 April 2020 (collectively referred to as the "Order"), and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.

Shareholders are asked to refer to the Guidance Notes to the AGM to be held on 18 June 2020 enclosed in this AGM Booklet.

NOTIFICATION TO SHAREHOLDERS

HANWELL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 197400888M

26 May 2020

Dear Shareholder(s),

2020 Annual General Meeting

Hanwell Holdings Limited's ("Hanwell") 2020 Annual General Meeting ("AGM") is due to be held virtually on Thursday, 18 June 2020 at 2:00 p.m., Singapore time.

On 13 April 2020, Hanwell has made available its Annual Report for the financial year 2019 ("Annual Report") for downloading at its corporate website. Shareholders may access the Annual Report at the URL http://www.hanwell.com.sgunder the "Investor Relations" tab*.

For those shareholders who wished to receive a printed copy of the Annual Report, they have been asked to complete a Request Form by ticking the appropriate box(es), and return it to us at the specified address provided by Hanwell, no later than 14 May 2020.

If you wish to receive a printed copy of the Letter to Shareholders dated 26 May 2020 in relation to Hanwell's share buyback mandate, please complete the enclosed Request Form by ticking the appropriate box(es), and return it to us at the specified address, no later than the business hours of 5 June 2020. Alternatively, Shareholders may access the Letter to Shareholders at the URL http://www.hanwell.com.sgunder the "Investor Relations" tab*.

By completing, signing and returning the Request Form to us, you agree and acknowledge that we and/or our service provider may collect, use and disclose your personal data, as contained in your submitted Request Form or which is otherwise collected from you (or your authorised representative(s)), for the purpose of processing and effecting your request.

Hanwell is closely monitoring the impact of the unprecedented COVID-19 virus in Singapore and is following guidance from the Singapore Government Authorities. In view of the evolving COVID-19 measures, shareholders will not be allowed to attend the AGM in person and are strongly encouraged to attend the AGM via webcast.

You will find details of our virtual meeting format in the enclosed Notice of Meeting. These will be uploaded to both the SGX website at the URL https://www.sgx.comvia SGXNet and to Hanwell's website at the URL http://www.hanwell.com.sgunder the "Investor Relations" tab*.

If you have any question in relation to the agenda items set out in the enclosed Notice of AGM, Shareholders will have to submit their questions in advance. You will find a form for this purpose enclosed in this AGM booklet and you are asked to submit your question which can be registered at the URL https://meetings.vision/hanwell-agm-registration.

Yours faithfully,

For and on behalf of Hanwell Holdings Limited

Dr Allan Yap

Executive Chairman

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2

REQUEST FORM

Hanwell Holdings Limited

(Incorporated in the Republic of Singapore)

Company Registration No. 197400888M

TO:The Company Secretary

Hanwell Holdings Limited ("Company")

c/o M & C Services Private Limited

112 Robinson Road, #05-01, Singapore 068902

NB. Please tick accordingly and return this form to us no later than 5 June 2020. You may like to take note that incomplete or incorrectly completed forms will not be processed.

Please send to me/us the Letter to Shareholders dated 26 May 2020. The shares are held by me/us under or through (please tick):

CDP Securities Account

CPF Investment Scheme/Supplementary Retirement Scheme Account

Physical Scrip(s)

By completing, signing and returning this Request Form, I/we agree and acknowledge that the Company may collect, use and disclose my/our personal data, as contained in this Request Form or which is otherwise collected from me/us (or my/your authorised representative(s)), for the purpose of processing and effecting this request.

Name(s) of Shareholder(s):

NRIC/Passport/Company Registration Number(s):

Address:

Signature(s):

Date:

Note:

This request is valid for the Letter to Shareholders dated 26 May 2020 only

Glue all sides firmly. Stapling & spot sealing is disallowed.

1STfold here

Glue all sides firmly. Stapling & spot sealing is disallowed.

2NDfold here

BUSINESS REPLY SERVICE

PERMIT NO. 09509



The Company Secretary

HANWELL HOLDINGS LIMITED c/o M & C Services Private Limited 112 Robinson Road

#05-01

Singapore 068902

.disallowed is sealing spot & Stapling .firmly sides all Glue

Postage will

be paid by addressee.

For posting in

Singapore only.

3rdfold here and glue all sides firmly overleaf. Stapling & spot sealing is disallowed.

HANWELL HOLDINGS LIMITED

(Company Registration No. 197400888M)

(Incorporated in the Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVENthat the Forty-Sixth Annual General Meeting ("AGM") of Hanwell Holdings Limited (the "Company") will be held by electronic means on Thursday, 18 June 2020 at 2.00 p.m.* (of which there will be a live webcast at the URLhttps://meetings.vision/hanwell-agm-registration) for the following purposes:

This Notice has been made available on SGXNet and the Company's corporate website and may be accessed at the URL http://www.hanwell.com.sg. A printed copy of this Notice is also despatched to members.

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Statement and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2019 together with the Auditors' Report thereon.

(Resolution 1)

2. To declare a first and final dividend (tax-exemptone-tier) of S$0.0025 per ordinary share for the financial year ended 31 December 2019 (2018: S$0.01).

(Resolution 2)

3. To re-elect the following Directors of the Company, who are retiring pursuant to Regulation 87 of the Company's Constitution and who, being eligible, offer themselves for re-election:

(i)

Dr Allan Yap

(Resolution 3)

(ii)

Mr Goi Kok Ming (Wei Guoming)

(Resolution 4)

[See Explanatory Note (1)]

4. To approve the payment of Directors' fees of up to S$188,000 for the financial year ending 31 December 2020 to be paid semi-annually in arrears (2019: S$267,000).

(Resolution 5)

[See Explanatory Note (2)]

5. To re-appoint Messrs KPMG LLP as Auditors of the Company and to authorise the Directors of the Company to fix their remuneration.

(Resolution 6)

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without any modifications, the following resolutions which will be proposed as Ordinary Resolutions:

6.Authority to issue new shares

That authority be and is hereby given to the Directors of the Company to:

  1. (i) issue new shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise; and/or
    1. make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

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on a pro ratabasis to shareholders of the Company, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

  1. (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force,

("Share Issue Mandate")

provided that:

  1. the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) and Instruments to be issued pursuant to this Resolution shall not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance withsub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro ratabasis to existing shareholders of the Company shall not exceed 20% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
  2. (subject to such manner of calculation and adjustments as may be prescribed by the Singapore Exchange Securities Trading Limited("SGX-ST")) for the purpose of determining the aggregate number of shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
    1. new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share options, provided the options or awards were granted in compliance with Part 4 VIII of Chapter 8 of the Listing Manual of theSGX-ST; and
    2. any subsequent bonus issue, consolidation or subdivision of shares,

and, in sub-paragraph (1) above and this sub-paragraph (2), "subsidiary holdings" has the meaning given to it in the Listing Manual of the SGX-ST;

Adjustments in accordance with 6(2)(a) or 6(2)(b) above are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of passing of the Share Issue Mandate.

  1. in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of theSGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
  2. (unless revoked or varied by the Company in a general meeting) the authority conferred by this Resolution shall continue in force (i) until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held; or
    1. in the case of shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments, whichever is the earlier.

[See Explanatory Note (3)]

(Resolution 7)

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7.Renewal of Share Buyback Mandate

That for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 of Singapore (the "Companies Act"), the Directors of the Company be and are hereby authorised to make purchases or otherwise acquire issued ordinary shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to 8% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as ascertained as at the date of Annual General Meeting of the Company) at the price of up to but not exceeding the Maximum Price as defined in the Company's letter to the shareholders dated 26 May 2020 (the "Letter"), in accordance with the terms of the Share Buyback Mandate set out in the Letter, and this mandate shall, unless revoked or varied by the Company in general meeting, continue in force until (i) the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held; or (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the time when the authority conferred by this mandate is revoked or varied by shareholders in general meeting, whichever is the earlier.

[See Explanatory Note (4)]

(Resolution 8)

By Order of the Board

Chew Kok Liang / Siau Kuei Lian

Joint Company Secretaries

Singapore

26 May 2020

  • Our Deputy Chairman, Dr John Chen Seow Phun who is the appointed Chairman of the AGM and Mr Kong WeiLi, Chairman of the Audit Committee of the Company, will be present at 348 Jalan Boon Lay, Singapore 619529. They will be assisted by Mr Chew Kok Liang, Joint Company Secretary of Hanwell Holdings Limited. Other members of the Board, Management and Auditors may join the AGM remotely.

Explanatory Notes:

  1. Resolutions 3 and 4, Dr Allan Yap will, upon re-election as a Director of the Company, remain as Executive Chairman of the Board. Mr Goi Kok Ming (Wei Guoming) will, upon re-election as the Director of the Company, remain as Non-Executive Director and will be considered non-independent. Please refer to Table A of the Corporate Governance Statement from page 46 to page 51 in the Annual Report 2019 for the detailed information required pursuant to Rule 720(6) of the Listing Manual of the SGX-ST.
  2. Resolution 5, is to allow the Company to pay Directors' fees to all Non-Executive and Independent Directors in arrears on a semi-annual basis for the financial year ending 31 December 2020. In the event that the amount of the Directors' fee proposed is insufficient, approval will be sought at the next year's Annual General Meeting for payments to meet the shortfall.
  3. Resolution 7, if passed, will empower the Directors of the Company from the date of this Annual General Meeting until the date of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issue shares, make or grant Instruments convertible into shares and to issue shares pursuant to such Instruments, up to a number not exceeding, in total, 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, of which up to 20% may be issued other than on a pro ratabasis to existing shareholders of the Company.
    For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time this Resolution is passed after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this proposed Ordinary Resolution is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares. For the avoidance of doubt, any consolidation or subdivision of shares of the Company will require shareholders' approval.

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  1. Resolution 8, if passed, will empower the Directors of the Company from the date of this Annual General Meeting until
    (i) the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held; or (ii) the date on which the share purchases are carried out to the full extent mandated; or (iii) the time when the authority conferred by this mandate is revoked or varied by Shareholders in general meeting, whichever is the earlier, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to 8% of the total number of issued shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the Maximum Price as defined in the Letter. The rationale for, the authority and limits on, the sources of funds to be used for the purchase or acquisition of shares, including the amount of financing and the financial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Buyback Mandate on the audited financial statements of the Group for the financial year ended 31 December 2019, are set out in greater detail in the Letter to Shareholders dated 26 May 2020.

Notes:

  1. A Member of the Company including a relevant intermediary entitled to vote at the Annual General Meeting (the "AGM") must appoint Chairman of the AGM to act as proxy and direct the vote at the AGM.
    "Relevant intermediary" has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50.
  2. The instrument appointing the Chairman of the AGM as the proxy must be deposited at the office of the Company's Share Registrar,M & C Services Private Limited at 112 Robinson Road,#05-01,Singapore 068902 by mail or email togpe@mncsingapore.comnot less thanseventy-two(72) hours before the time appointed for holding the AGM.
  3. The instrument appointing the Chairman of the AGM as the proxy must be under the hand of the appointor or of his attorney duly authorised in writing. Where the proxy form is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised. Where the proxy form is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certified copy thereof must be lodged with the instrument.
  4. An investor who holds shares under the Central Provident Fund Investment Scheme ("CPF Investor") and/or the Supplementary Retirement Scheme ("SRS Investor") (as may be applicable) and wishes to appoint the Chairman of the AGM as their proxy should approach their respective CPF/SRS Approved Nominees (CPF Agent Banks or SRS Operators) to submit their votes at least seven working days before the AGM, i.e. by 2.00 p.m. on 9 June 2020.

PERSONAL DATA PRIVACY

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member's personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the "Purposes"), (ii) warrants that where the member discloses the personal data of the member's proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member's breach of warranty.

A4

NOTICE OF RECORD, BOOK CLOSURE AND DIVIDEND PAYMENT DATES FOR FIRST AND FINAL ORDINARY DIVIDEND

Subject to the approval of the shareholders to the first and final one-tier tax exempt dividend at the Annual General Meeting, the Share Transfer Books and Register of Members of the Company will be closed on 10 July 2020 for the purpose of determining the entitlement of shareholders to the recommended first and final one-tier tax exempt dividend of S$0.0025 per ordinary share. Duly completed registrable transfers of shares received by the Company's Share Registrar, M & C Services Private Limited of 112 Robinson Road, #05-01, Singapore 068902 up to 5.00 p.m. on 9 July 2020 will be registered to determine shareholders' entitlements to the proposed first and final dividend. Subject to the aforesaid, shareholders whose securities account with The Central Depository (Pte) Limited are credited with shares of the Company as at 5.00 p.m. on 9 July 2020 will be entitled to the proposed first and final dividend.

The first and final one-tier tax exempt dividend, if approved by the shareholders will be paid on 30 July 2020.

IMPORTANT

Due to the fast-evolvingCOVID-19 situation in Singapore, the Company is closely monitoring the situation, including any precautionary measures which may be required or recommended by government agencies to minimise the risk of spread of COVID-19. The Company may be required to change its Annual General Meeting ("AGM") arrangements at short notice. Shareholders are advised to check on the SGXNet for any latest updates on changes, if any.

During the AGM, the Company will have to comply (i) with measures provided by relevant government agencies and the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means and (ii) the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 which was gazetted on 13 April 2020 and its amendment which was gazetted on 14 April 2020 (collectively referred to as the "Order"), and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.

Shareholders are asked to refer to the Guidance Notes to the Annual General Meeting to be held on 18 June 2020 that is posted to the shareholders and uploaded at the Company's corporate website as well as SGXNet.

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HANWELL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore) Company Registration No. 197400888M

PROXY FORM

(PLEASE SEE NOTES OVERLEAF BEFORE COMPLETING THIS FORM)

This form of proxy has been made available on SGXNet and the Company's website and may be accessed at the URL http://www.hanwell.com.sgby clicking under the Investor Relations tab. A printed copy of this form of proxy will be despatched to members.

IMPORTANT:

  1. Alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the Annual General Meeting are set out in the Company's announcement dated 22 May 2020 entitled "Annual General Meeting 2020" which has been uploaded together with the Notice of Annual General Meeting dated 26 May 2020 on SGXNet. This announcement may also be accessed at the URLhttp://www.hanwell.com.sgby clicking under the Investor Relations tab.
  2. A member will not be able to attend the Annual General Meeting in person. If a member (whether individual or corporate) wishes to exercise his/her/its voting rights at the Annual General Meeting, he/she/it must appoint the Chairman of the Annual General Meeting as his/her/its proxy to vote on his/her/its behalf at the Annual General Meeting. In appointing the Chairman of the Annual General Meeting as proxy, a member (whether individual or corporate) must give specific instructions as to vote "for", "against" or to "abstain from voting", in the form of proxy, failing which the appointment will be treated as invalid.
  3. For CPF/SRS Investors who have used their CPF/SRS moneys to buy shares in Hanwell Holdings Limited, this form of proxy is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them. CPF/SRS Investors should contact their respective Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies.
  4. By submitting an instrument appointing the Chairman of the Annual Meeting as proxy, the member accepts and agrees to the personal data privacy terms set out in the Notice of the Annual General Meeting dated 26 May 2020.

I/We,

NRIC/Passport/Co Reg No.:

of

(Address)

being a member/members of Hanwell Holdings Limited (the "Company"), hereby appoint:

Proportion of Shareholdings

Chairman of the AGM

No. of Shares

%

as my/our proxy/proxies to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting ("AGM") of the Company to be held by electronic means on Thursday, 18 June 2020 at 2.00 p.m. and at any adjournment thereof.

(Voting will be conducted by poll. If you wish to appoint the Chairman of the AGM as your proxy to cast all your votes for or against a resolution to be proposed at the AGM, please indicate with a "" in the space provided under "For" or "Against". If you wish to appoint the Chairman of the AGM as your proxy to abstain from voting on a resolution to be proposed at the AGM, please indicate with a "" in the space provided under "Abstain". Alternatively, please indicate the number of shares that the Chairman of the AGM as your proxy is directed to vote "For" or "Against" or to "Abstain from voting". In the absence of specific directions, the appointment of the Chairman of the AGM as your proxy will be treated as invalid)

Ordinary Resolutions

No. of votes

No. of votes

No. of votes

"For"

"Against"

"Abstain"

Ordinary Business

1.

Adoption of Directors' Statement, Audited Financial Statements and

Auditors' Report

2.

Approval of a first and final dividend

3.

Re-election of Dr Allan Yap as Director

4.

Re-election of Mr Goi Kok Ming (Wei Guoming) as Director

5.

Approval of payment of Directors' fees of up to S$188,000 in

respect of financial year ending 31 December 2020 to be paid semi-

annually in arrears

6.

Re-appointment of KPMG LLP as Auditors and authorisation for

Directors to fix their remuneration

Special Business

7.

Authority for Directors to allot and issue shares and make or grant

Instruments convertible into shares

8.

Authority for Renewal of Share Buyback Mandate

Dated this

day of

2020

Total number of Shares held

Signature of Member(s) or Common Seal

IMPORTANT: PLEASE READ NOTES OVERLEAF

P1

NOTES TO PROXY FORM:

Due to the fast-evolvingCOVID-19 situation in Singapore, Hanwell Holdings Limited (the "Company") is closely monitoring the situation, including any precautionary measures which may be required or recommended by government agencies to minimise the risk of spread of COVID-19. The Company may be required to change its Annual General Meeting ("AGM") arrangements at short notice. Shareholders are advised to check on the Company's corporate website and SGXNet for any latest updates on changes, if any.

During the AGM, the Company will have to comply with (i) measures provided by relevant government agencies and the COVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means and (ii) and the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 which was gazetted on 13 April 2020 and its amendment which was gazetted on 14 April 2020 (collectively referred to as the "Order"), and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.

Notes:

  1. If the member has shares entered against his name in the Depository Register (maintained by The Central Depository (Pte) Limited), he should insert that number of shares. If the member has shares registered in his name in the Register of Members (maintained by or on behalf of the Company), he should insert that number of shares. If the member has shares entered against his name in the Depository Register and shares registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by the member.
  2. A member will not be able to attend the AGM in person. If a member (whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM. In appointing the Chairman of the AGM as proxy, a member (whether individual or corporate) must give specific instructions as to vote "for", "against" or "abstain from voting", in the form of proxy, failing which the appointment will be treated as invalid.
  3. The Chairman of the AGM, as proxy, need not be a member of the Company.
  4. The instrument appointing the Chairman of the AGM as proxy must:
    1. if sent personally or by post, be lodged at the office of the Company's Share Registrar, M & C Services Private Limited, 112 Robinson Road#05-01, Singapore 068902; or
    2. if submitted by email, be received by M & C Services Private Limited atgpe@mncsingapore.com

in either case, by no later than 2.00 p.m. on 15 June 2020, and in default the instrument of proxy shall not be treated as valid.

5. Where an instrument appointing the Chairman of the AGM as proxy is sent personally or by post, it must be under the hand of the appointor or of his attorney duly authorised in writing and where the proxy form is executed by a corporation, it must be executed either under its seal or under the hand of a director or an officer or attorney duly authorised.

Where an instrument appointing the Chairman of the AGM as proxy is submitted by email, it must be authorised in the following manner:

  1. by way of the affixation of an electronic signature by the appointor or his duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation; or
  2. by way of the appointor or his duly authorised attorney or, as the case may be, an officer or duly authorised attorney of a corporation signing the instrument under hand and submitting a scanned copy of the signed instrument by email.

Where an instrument appointing the Chairman of the AGM as proxy is signed or, as the case may be, authorised on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument appointing the Chairman of the AGM as proxy, failing which the instrument may be treated as invalid.

  1. The Company shall be entitled to reject the instrument appointing the Chairman of the AGM as proxy if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing the Chairman of the AGM as proxy (including any related attachment) (such as in the case where the appointor submits more than one instrument appointing the Chairman of the AGM as proxy). In addition, in the case of members whose shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in the Depository Register as at 2.00 p.m. on 15 June 2020 as certified by The Central Depository (Pte) Limited to the Company.
  2. An investor who holds shares under the Central Provident Fund Investment Scheme ("CPF Investor") and/or the Supplementary Retirement Scheme ("SRS Investors") (as may be applicable) and wishes to appoint the Chairman of the AGM as their proxy should approach their respective CPF and/or SRS Approved Nominees (CPF Agent Banks or SRS Operators) to submit their votes by 2.00 p.m. on 9 June 2020.

P2

IMPORTANT:

By submitting these questions, the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 26 May 2020.

Register at the weblink provided below

Questions from Shareholders

The virtual Annual General Meeting ("AGM") of Hanwell Holdings Limited (the "Company") is due to be held on Thursday, 18 June 2020 commencing at 2.00 pm (Singapore Time). Shareholders who have questions are asked to register their questions in advance of the AGM.

Shareholders are asked to register their questions at the URLhttps://meetings.vision/hanwell-agm-registration

Shareholders are strongly encouraged to submit their questions in advance by 5 June 2020 but no later than 2 p.m. on Monday, 15 June 2020.

Q1

HANWELL HOLDINGS LIMITED

(Company Registration No. 197400888M)

GUIDANCE NOTES TO ANNUAL GENERAL MEETING TO BE HELD ON 18 JUNE 2020

  1. Background: Hanwell Holdings Limited ("Hanwell" or the "Company") refers to:
    1. the Notice of the forthcoming Annual General Meeting of Hanwell dated 26 May 2020 (the "AGM Notice") convening the Annual General Meeting to be held on 18 June 2020 (the "AGM")1;
    2. Hanwell's announcement dated 22 May 2020 on providing shareholders with online access to the AGM as part of added precautionary measures amid theCOVID-19 situation;
    3. Hanwell's announcement dated 8 April 2020 on the waiver and approval granted by the Singapore Exchange Regulation Company ("SGX RegCo") and the Accounting and Corporate Regulatory Authority ("ACRA") for an extension to hold Hanwell's AGM no later than 29 June 2020, due to the stricter measures announced by the government agencies;
    4. theCOVID-19 (Temporary Measures) Act 2020 passed by Parliament on 7 April 2020 which enables the Minister for Law by order to prescribe alternative arrangements for companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means; and
    5. theCOVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 which was gazetted on 13 April 2020 and its amendment which was gazetted on 14 April 2020 (collectively referred to as the "Order"), and which sets out the alternative arrangements in respect of, inter alia, general meetings of companies.
  2. Date, time and conduct of the AGM: Hanwell is pleased to announce that pursuant to the Order, the AGM will be convened and held by way of electronic means on Thursday, 18 June 2020 at 2.00 pm(Singapore time) to transact the business set out in the AGM Notice. Printed copies of the AGM Notice will be sent to shareholders on 26 May 20201.
    Hanwell's Deputy Chairman, Dr John Chen Seow Phun who is the appointed Chairman of the AGM and Mr Kong WeiLi, Chairman of the Audit Committee of the Company, will be present at 348 Jalan Boon Lay, Singapore 619529. They will be assisted by Mr Chew Kok Liang, Joint Company Secretary of Hanwell Holdings Limited. Other members of the Board, Management and Auditors may join the AGM remotely.
  3. Notice of AGM and proxy form:Printed copies of the Notice of the AGM and proxy form will be sent to shareholders as well as by electronic means via publication on our corporate website2and will also be made available on the SGX website2.
  4. No personal attendance at the AGM:Due to the current COVID-19 restriction orders in Singapore, shareholders will not be able to attend the AGM in person.
  5. Participation at the AGM electronically:Shareholders may participate at the AGM by:
    1. observing and/or listening to the AGM proceedings via liveaudio-visual webcast or live audio-only stream;
    2. submitting questions in advance of the AGM; and
    3. appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM in accordance to the notes to the proxy form.

1

2

The AGM Notice may be accessed at our corporate website at the URL http://www.hanwell.com.sgand on the SGX website at the URL https://www.sgx.com/securities/company-announcements.

The Notice of the AGM and proxy form may be accessed at our corporate website at the http://www.hanwell.com.sgand on the SGX website at the URL https://www.sgx.com/securities/company-announcements.

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Details of the steps for pre-registration,pre-submission of questions and voting at the AGM are set out in the AGM Notice as well as the Appendix to these Guidance Notes.

  1. Shareholders who wish topre-registerfor webcast:Shareholders who wish to pre-register to observe and/or listen to the AGM proceedings through the live webcast, they will have to log in at the URLhttps://meetings.vision/hanwell-agm-registration, to be verified as shareholders as at 2.00 pm on 15 June 2020, their registrations will be treated as valid for the AGM and they will receive an email with their user ID and password details, as well as the link to access the live audio-visual webcast and toll-free telephone number to access the live audio-only stream of the AGM proceedings, by 12 noon on 17 June 2020.
  2. Shareholders who wish to submit proxy forms:Shareholders who wish to submit proxy forms for the AGM are to take note that if these shareholders are verified as shareholders as at 2.00 pm on 15 June 2020, the Company shall be entitled to, and will, treat such proxy forms as appointing the Chairman of the AGM as their proxy to vote at the AGM in accordance with their specified instructions.
  3. Alternative submission of proxy form bye-mail:A shareholder may submit by sending an email to the Company's Share Registrar, M & C Services Private Limited at gpe@mncsingapore.comby 2.00 pm on 15 June 2020.
  4. Persons who hold shares through relevant intermediaries:Persons who hold shares through relevant intermediaries (as defined in section 181 of the Companies Act, Chapter 50), including CPF and SRS investors, and who wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings via liveaudio-visualwebcast or liveaudio-onlystream; (b) submitting questions in advance of the AGM; and/or
    1. appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM,should contact the relevant intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order to make the necessary arrangements for them to participate in the AGM by 2.00 p.m. on 9 June 2020.
  5. Alternative submission of proxy form bye-mail:A shareholder may submit by sending an email to the Company's Share Registrar, M & C Services Private Limited at gpe@mncsingapore.comby 2.00 pm on 15 June 2020.
  6. Persons who hold shares through relevant intermediaries:Persons who hold shares through relevant intermediaries (as defined in section 181 of the Companies Act, Chapter 50), including CPF and SRS investors, and who wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings via liveaudio-visualwebcast or liveaudio-onlystream; (b) submitting questions in advance of the AGM; and/or (c) appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM,should contact the relevant intermediary (which would include, in the case of CPF and SRS investors, their respective CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order to make the necessary arrangements for them to participate in the AGM.
  7. Key dates and time deadlines:In summary, the key dates, day and time deadlines which shareholders should take note of are set out in the table below:

Key dates and time

Actions

2.00 p.m. on

Submission of Questions in advance

15 June 2020 (Monday)

2.00 pm on

Deadline for CPF or SRS investors who wish to appoint the Chairman of

9 June 2020 (Tuesday)

the AGM as proxy to approach their respective CPF Agent Banks or SRS

Operators to submit their votes.

2.00 pm on

Deadline for shareholders to:

15 June 2020 (Monday)

• pre-register at the URLhttps://meetings.vision/hanwell-agm-registrationfor

live audio-visual webcast/live audio-only stream of the AGM proceedings, and

• submit proxy forms by e-mail to gpe@mncsingapore.comor by post to the

Company's Share Registrar, M & C Services Private Limited, 112 Robinson

Road #05-01, Singapore 068902.

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Key dates and time

Actions

12 noon on

Authenticated shareholders will receive an email which will contain user

17 June 2020

ID and password details, as well as the link to access the live audio-visual

(Wednesday)

webcast and a toll-free telephone number to access the live audio-only stream

of the AGM proceedings (the "Confirmation Email").

Shareholders who do not receive the Confirmation Email by 12 noon on

17 June 2020, but have registered by 2.00 p.m. 15 June 2020 deadline should

contact our Share Registrar, M & C Services Private Limited at +65 62280506

no later than 11.00 a.m. on 18 June 2020.

Date and time of AGM

• Click on the link in the Confirmation Email and enter the user ID and

2.00 pm on

password to access the live audio-visual webcast of the AGM proceedings;

18 June 2020 (Thursday)

or

    • Call thetoll-free telephone number in the Confirmation Email to access the live audio-only stream of the AGM proceedings.
  1. 2019 Annual Report and Letter to Shareholders:Our Annual Report for the financial year ended 31 December 2019 ("2019 Annual Report") and our Letter to Shareholders dated 26 May 2020 in relation to the proposed renewal of Hanwell's share purchase mandate ("Letter to Shareholders") have been published on the Investors page of our corporate website.
    Both 2019 Annual Report and the Letter to Shareholders may be accessed at the URL http://www.hanwell.com.sgby clicking on the hyperlink under the "Investor Relations" tab.
  2. Dates of Record, Books Closure and Dividend Payment:The Transfer Books and Register of Members of Hanwell will be closed on 10 July 2020 (Friday) for the purposes of determining shareholders' entitlements to the proposed first and finalone-tiertax exempt dividend for the financial year ended 31 December 2019 ("FY2019 First and Final Dividend") of S$0.0025 per ordinary share. Duly completed registrable transfers of shares received by the Company's Share Registrar, M & C Services Private Limited of 112 Robinson Road,#05-01,Singapore 068902 up to 5.00 p.m. on 9 July 2020 will be registered to determine shareholders' entitlements to the FY2019 First and Final Dividend. Subject to the aforesaid, shareholders whose securities account with The Central Depository (Pte) Limited are credited with shares of the Company as at 5.00 p.m. on 9 July 2020 will be entitled to the proposed first and final dividend.
    The first and final one-tier tax exempt dividend, if approved by the shareholders will be paid on 30 July 2020.
  3. Important reminder: Due to the constantly evolvingCOVID-19 situation in Singapore, we may be required to change our arrangements for the AGM at short notice. Shareholders should check the AGM 2020 page of our corporate website at the URL http://www.hanwell.com.sgby clicking under the Investor Relations tab and on the SGX website at the URL https://www.sgx.com/securities/company-announcementsfor the latest updates on the status of the AGM.

Hanwell would like to thank all shareholders for their patience and co-operation in enabling us to hold the AGM with the optimum safe distancing measures amidst the COVID-19 pandemic.

By order of the Board

Chew Kok Liang / Siau Kuei Lian

Joint Company Secretaries

26 May 2020

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APPENDIX

Steps for pre-registration,pre-submission of questions and voting at the AGM:

Shareholders will be able to observe and/or listen to the AGM proceedings through a live audio-video webcast or live audio-only stream via their mobile phones, tablets or computers, submit questions in advance of the AGM and vote by appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM.

To do so, they will need to complete the following steps:

No.

Steps

Details

1

Pre-registration

Shareholders must pre-register at the pre-registration website at the

URL https://meetings.vision/hanwell-agm-registrationfrom now till

2.00 pm on 15 June 2020 to enable Hanwell to verify their status as

shareholders.

Following the verification, authenticated shareholders will receive an email

by 12 noon on 17 June 2020. The email will contain user ID and password

details, as well as the link to access the live audio-visual webcast and a

toll-free telephone number to access the live audio- only stream of the AGM

proceedings.

Shareholders who do not receive an email by 12 noon on 17 June 2020, but

have registered by the deadline at 2.00 p.m. on 15 June 2020, should contact

our Share Registrar, M & C Services Private Limited at +65 62280506 no later

than 11.00 a.m. on 18 June 2020.

2

Submit questions in

Shareholders will not be able to ask questions at the AGM live during the

advance

webcast or audio-stream, and therefore it is important for shareholders

to pre-register and submit their questions in advance of the AGM.

Submission of questions:Shareholders can only submit questions in

advance of the AGM related only to the resolutions to be tabled for adoption

and/or approval at the AGM in the following manner:

Viapre-registrationwebsite:Shareholders who pre-register to observe

and/or listen to the AGM proceedings may submit their questions via the

pre-registration website at the URL https://meetings.vision/hanwell-agm-

registration

Please provide us with the following details:

your full name;

your address; and

the manner in which you hold shares in Hanwell (e.g., via CDP, CPF or SRS).

Deadline to submit questions:All questions must be submitted latest by

2.00 p.m. on 15 June 2020.

Addressing questions:We will endeavour to address all substantial and

relevant questions which must be received from shareholders latest by

2.00 p.m. on 15 June 2020. We will publish our responses to questions on

our corporate website and SGXNET prior to the commencement of the AGM

proceedings.

Minutes of the AGM:We will publish the minutes of the AGM on our

corporate website and on SGXNET as soon as it is practicable.

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No.

Steps

Details

3

Submit proxy forms to

Appointment of Chairman of the AGM as proxy: Shareholders (whether

vote

individual or corporate) who pre-register to observe and/or listen to the AGM

proceedings and wish to vote on the resolutions to be tabled at the AGM

must appoint the Chairman of the AGM as their proxy to vote on their behalf

at the AGM, in accordance with the instructions on the proxy form.

Specific voting instructions to be given: Where shareholders (whether

individual or corporate) appoint the Chairman of the AGM as their proxy,

they must give specific instructions as to vote "for", "against" or to "abstain

from voting", in respect of a resolution in the proxy form, failing which the

appointment of the Chairman of the AGM as proxy for that resolution will be

treated as invalid.

Submission of proxy forms:Proxy forms must be submitted in the following

manner:

(a) if submitted by post, be lodged with the Company's Share Registrar,

M & C Services Private Limited at 112 Robinson Road, #05-01, Singapore

068902; or

(b) if submitted electronically, be submitted via email to the Company's

Share Registrar at gpe@mncsingapore.com

in either case, by2.00 pm on 15 June 2020.

A shareholder who wishes to submit a proxy form via email must either use

the proxy form posted by Hanwell or download it from our corporate website

or SGX website, complete and sign the proxy form, before submitting it by

post to the address provided above, or by scanning and sending it by email

to the email address provided above.

In view of the current COVID-19 situation and the related safe distancing

measures which may make it difficult for shareholders to submit

completed proxy forms by post, shareholders are strongly encouraged

to submit completed proxy forms electronically via email.

CPF or SRS investors who wish to appoint the Chairman of the AGM as

proxy should approach their respective CPF Agent Banks or SRS Operators

to submit their votes by 2.00 pm on 9 June 2020.

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Disclaimer

Hanwell Holdings Limited published this content on 22 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2020 07:52:10 UTC