S&T : SUPPLEMENTAL CIRCULAR PROPOSED RE-APPOINTMENT OF AUDITORS AND SUPPLEMENTAL NOTICE OF AGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in S&T Holdings Limited (the "Company"), you should at once hand this circular with the enclosed forms of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

S&T Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3928)

SUPPLEMENTAL CIRCULAR

PROPOSED RE-APPOINTMENT OF AUDITORS

AND

SUPPLEMENTAL NOTICE OF AGM

This supplemental circular should be read together with the circular issued by the Company to the Shareholders dated 26 April 2021.

A supplemental notice of the AGM to be held as originally scheduled at 10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck Way, Singapore 628749 is being despatched to the Shareholders together with this supplemental circular.

A supplemental form of proxy (the "Supplemental Proxy Form") for use at the AGM is enclosed with this supplemental circular. The Supplemental Proxy Form is to be used for the supplemental resolution set out in the supplemental notice and will not affect the validity of duly completed form of proxy (the "Original Proxy Form") in respect of the resolutions set out in the notice of the AGM set out in the circular of the Company dated 26 April 2021. Shareholders who intend to appoint a proxy to attend the AGM and vote on the resolutions set out in the supplemental notice of AGM shall complete and return the Supplemental Proxy Form in accordance with the instructions printed thereon. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. If you have already appointed a proxy to attend and act on your behalf at the AGM but do not return the Supplemental Proxy Form, your proxy will have the right to vote on the supplemental resolution at his/her discretion. Completion and return of the Original Proxy Form and/or the Supplemental Proxy Form will not preclude you from attending and voting at the AGM, or any adjournment thereof should you so wish.

11 May 2021

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	Proposed Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
III.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
IV.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
SUPPLEMENTAL NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"AGM"	the annual general meeting of the Company to be held at
	10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck
	Way, Singapore 628749;
"Articles of Association"	the articles of association of the Company;
"Audit Committee"	audit committee of the Company;
"Board"	the board of Directors;
"Company"	S&T Holdings Limited, an exempted company
	incorporated in the Cayman Islands with limited liability
	and the issued shares of which are listed on The Stock
	Exchange of Hong Kong Limited (stock code: 3928);
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"Main Board"	the Main Board of the Stock Exchange;
"Share(s)"	ordinary share(s) of HK$0.01 each in the capital of the
	Company;
"Shareholder(s)"	holder(s) of the share(s) in the share capital of the
	Company; and
"Stock Exchange"	The Stock Exchange of Hong Kong Limited.

Unless otherwise stated, the capitalised terms used herein shall have the same meaning ascribed to it in the circular of the Company dated 26 April 2021.

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LETTER FROM THE BOARD

S&T Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3928)

Executive Directors:	Registered Office:
Mr. Poon Soon Huat (Chairman)	Cricket Square, Hutchins Drive
Mr. Teo Teck Thye (Chief Executive Officer)	PO Box 2681, Grand Cayman
	KY1-1111, Cayman Islands
Independent non-executive Directors:
Mr. Chan Kwok Wing Kelvin	Headquarters and Principal Place of
Mr. Tam Hon Fai	Business in Singapore:
Mr. Wong Ka Bo Jimmy	16 Kian Teck Way
	Singapore 628749
	Principal Place of Business
	in Hong Kong:
	Unit B, 17/F, United Centre
	95 Queensway, Hong Kong
	11 May 2021
To the Shareholders
Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR

PROPOSED RE-APPOINTMENT OF AUDITORS

AND

SUPPLEMENTAL NOTICE OF AGM

1. INTRODUCTION

References are made to (i) the Company's circular and notice of AGM dated 26 April 2021, which set out the time and venue of the AGM and contains the resolutions to be put forward at the AGM for Shareholders' consideration and approval; and (ii) the announcement dated 30 April 2021 in relation to the proposed change of auditors of the Company.

In addition to the proposed resolutions set out in the Company's notice of AGM dated 26 April 2021, an additional resolution in relation to the re-appointment of auditors of the Company will be proposed at the AGM as ordinary resolution by the shareholders.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with, among other things, detailed information regarding the proposed re-appointment of auditors of the Company and a supplemental notice convening the AGM.

1. PROPOSED RE-APPOINTMENT OF AUDITORS

Reference is made to the announcement dated 30 April 2021 in relation to the change of auditor of the Company. Deloitte & Touche LLP ("Deloitte"), the former auditor of the Company, resigned as the auditor of the Company by tendering its resignation (the "Resignation Letter") as the auditor of the Company with effect from 30 April 2021. As such, the ordinary resolution no. 3 as set out in the notice convening the AGM will be withdrawn from voting at the AGM.

In accordance with Article 155 of the Articles of Association, where there exists a vacancy for the auditor position at a time when his services are required, the Board shall be entitled to appoint an accounting firm to fill the vacancy and fix the remuneration of the Auditor so appointed. Accordingly, with the recommendation of the Audit Committee, HLB Hodgson Impey Cheng Limited ("HLB") was appointed by the Board as the new auditor of the Company with effect from 30 April 2021 to fill the vacancy arising from the resignation of Deloitte in accordance with the Articles of Association, and shall hold office as the auditor of the Company until the conclusion of the AGM.

As the appointment of HLB will expire at the conclusion of the AGM, the appointment of HLB as the auditor of the Company is subject to re-election by the shareholders at the AGM. The proposed re-appointment will be up to the date of the next annual general meeting of the Company.

III. AGM

A supplemental notice of the AGM to be held as originally scheduled at 10:00 a.m. on Wednesday, 26 May 2021 at 16 Kian Teck Way, Singapore 628749 is despatched to the Shareholders together with this supplemental circular.

Please refer to the Company's circular and notice of AGM dated 26 April 2021 for details of the other resolutions to be proposed at the AGM, eligibility for attending the AGM, appointment of proxy, registration procedures, closure of register of members and other relevant matters.

A supplemental form of proxy (the "Supplemental Proxy Form") for use at the AGM is enclosed with this supplemental circular. The Supplemental Proxy Form is to be used for the supplemental resolution set out in the supplemental notice and will not affect the validity of duly completed form of proxy (the "Original Proxy Form") in respect of the resolutions set out in the notice of the AGM set out in the circular of the Company dated 26 April 2021. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, at the

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