Hanwell : AGM Booklet

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)

Hanwell Holdings Limited (the "Company" or "Hanwell") refers to:

1. the COVID-19 (Temporary Measures) Act 2020 which enables the Minister for Law by order to prescribe alternative arrangements for listed companies in Singapore to, inter alia, conduct general meetings, either wholly or partly, by electronic communication, video conferencing, tele-conferencing or other electronic means;
2. the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (the "Order") which sets out the alternative arrangements in respect of, inter alia, general meetings of companies; and
3. the joint statement by the Accounting and Corporate Regulatory Authority, Monetary Authority of Singapore and Singapore Exchange Regulation of 13 April 2020 (and subsequently updated on 27 April 2020, 22 June 2020 and 1 October 2020) which provides additional guidance on the conduct of general meetings during the period from 27 March 2020 to 30 June 2021.

Shareholders are asked to refer to the Guidance Notes to the AGM to be held on 29 April 2021 enclosed in this AGM Booklet.

NOTIFICATION TO SHAREHOLDERS

HANWELL HOLDINGS LIMITED

(Incorporated in the Republic of Singapore)

Company Registration No. 197400888M

7 April 2021

Dear Shareholder,

2021 Annual General Meeting

Hanwell Holdings Limited's ("Hanwell") 2021 Annual General Meeting ("AGM") is due to be held virtually on Thursday, 29 April 2021 at 10:00 a.m., Singapore time.

Hanwell has made available its Annual Report for the financial year 2020 ("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 wish 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 21 April 2021.

If you wish to receive a printed copy of the Letter to Shareholders dated 7 April 2021 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 21 April 2021. 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 in view of the evolving COVID-19 measures, shareholders 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 URL https://www.sgx.comvia SGXNet and to Hanwell's website at 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 weblink at https://online.meetings.vision/hanwell-agm-registration.

Yours faithfully,

For and on behalf of Hanwell Holdings Limited

Mr Yeo See Liang

Executive Director

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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 21 April 2021. You may like to take note that incomplete or incorrectly completed forms will not be processed.

Please send to me/us the Annual Report 2020.

Please send to me/us the Letter to Shareholders dated 7 April 2021. 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 (last 4 digits)/Passport Numbers:

Address:

Signature(s):

Date:

Note:

This request is valid for the Letter to Shareholders dated 7 April 2021 only

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

1ST fold here

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

2ND fold here

BUSINESS REPLY SERVICE

PERMIT NO. 09509

DC

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.

3rd fold 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 (the "Notice")

NOTICE IS HEREBY GIVEN that the Forty-Seventh Annual General Meeting ("AGM") of Hanwell Holdings Limited (the "Company") will be held by electronic means on Thursday, 29 April 2021 at 10.00 a.m. Singapore time (of which there will be a live webcast at the weblink https://online.meetings.vision/hanwell-agm-registrationfor 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 2020 together with the Auditors' Report thereon.

(Resolution 1)

2. To declare a first and final dividend (tax-exemptone-tier) of S$0.005 per ordinary share for the financial year ended 31 December 2020 (2019: S$0.0025).

(Resolution 2)

3. To re-elect the following Directors, who are retiring pursuant to the respective Regulations of the Company's Constitution set out below:

(i)	Dr Tang Cheuk Chee (Regulation 87)	(Resolution 3)
(ii)	Dr John Chen Seow Phun (Regulation 87)	(Resolution 4)
(iii)	Mr Goi Seng Hui (Regulation 93)	(Resolution 5)
(iv)	Mr Yeo See Liang (Regulation 93)	(Resolution 6)

[See Explanatory Note 1(i) to (iii)]

4. Pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST") which will take effect from 1 January 2022, Shareholders to approve the continued appointment of Dr John Chen Seow Phun as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval.

(Resolution 7)

[See Explanatory Note 1(iv)]

5. Contingent upon the passing of Ordinary Resolution 7 and pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST which will take effect from 1 January 2022, Shareholders, excluding the directors, the chief executive officer and their associates, to approve the continued appointment of Dr John Chen Seow Phun as an Independent Director, and that upon due approval, the approval shall remain in force until the earlier of: (a) the retirement or resignation of the Director; or (b) the conclusion of the third AGM from the aforesaid approval.

(Resolution 8)

[See Explanatory Note 1(iv)]

6. To approve the payment of Directors' fees of up to S$234,000 for the financial year ending 31 December 2021 to be paid semi-annually in arrears (2020: S$188,000).

(Resolution 9)

[See Explanatory Note (2)]

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

(Resolution 10)

A1