Wing Tai : Addendum 2021

The purpose of this Addendum is to provide the Shareholders of the Company with relevant information relating to and to seek Shareholders' approval to renew the share purchase mandate.

This Addendum, the notice of annual general meeting, the proxy form and the annual report can be

accessed at URLs https://www.sgx.com/securities/company-announcementsand https://bit.ly/WTHAGM2021.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of Wing Tai Holdings Limited, you should immediately forward this Addendum to the purchaser or to the bank, stockbroker or other agent through whom you effected the sale or the transfer, for onward transmission to the purchaser or the transferee.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any statements or opinions made, or reports contained, in this Addendum.

WING TAI HOLDINGS LIMITED

(UEN: 196300239D)

(Incorporated in the Republic of Singapore)

ADDENDUM TO ANNUAL REPORT

IN RELATION TO

THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

WING TAI HOLDINGS LIMITED

(UEN: 196300239D)

(Incorporated in the Republic of Singapore)

Directors:	Registered Office:
Cheng Wai Keung (Chairman / Managing Director)	3 Killiney Road
Edmund Cheng Wai Wing (Deputy Chairman / Deputy Managing Director)	#10-01 Winsland House I
Cheng Man Tak (Non-Executive Director)	Singapore 239519
Paul Hon To Tong (Lead Independent Director)
Christopher Lau Loke Sam (Independent Director)
Guy Daniel Harvey-Samuel(Independent Director)
Tan Sri Zulkurnain Bin Awang (Independent Director)
Sim Beng Mei Mildred (Mildred Tan) (Independent Director)
Eric Ang Teik Lim (Independent Director)
Tan Hwee Bin (Executive Director)
	4 October 2021
To: The Shareholders of Wing Tai Holdings Limited
Dear Sir/Madam

ADDENDUM IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE

1 INTRODUCTION

1. Wing Tai Holdings Limited (the "Company") had on 4 October 2021 issued a notice (the "Notice of the 57th AGM") convening the 57th annual general meeting (the "57th AGM") of the shareholders of the Company (the "Shareholders") to be held on 26 October 2021. The proposed resolution number 10 in the Notice of the 57th AGM relates to the renewal of a share purchase mandate (the "Share Purchase Mandate") to authorise the directors of the Company (the "Directors") to make purchases of ordinary shares in the capital of the Company ("Shares") representing up to a maximum of ten per cent. (10%) of the issued Shares (excluding treasury shares and subsidiary holdings) as at the date on which the resolution authorising the same is passed, at a price of up to but not exceeding the Maximum Price (as defined in Paragraph 3.2 below).
   The purchase or acquisition of Shares by the Company will be made in accordance with the Constitution of the Company currently in force (the "Constitution"), the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST")(the "Listing Manual"), the Companies Act, Chapter 50 of Singapore (the "Companies Act") and such other laws and regulations as may for the time being be applicable.
2. The Constitution expressly permits the Company to purchase or otherwise acquire Shares issued by it. At the AGM held on 28 October 2020 (the "2020 AGM"), Shareholders renewed the Share Purchase Mandate. The Share Purchase Mandate renewed at the 2020 AGM will expire on the date of the forthcoming 57th AGM to be held on 26 October 2021. If the proposed resolution for the renewal of the Share Purchase Mandate is approved at the 57th AGM, the mandate shall, unless revoked or varied by the Company in general meeting, continue in force until the date on which the next AGM of the Company is held or is required by law to be held, whichever is the earlier.

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1. The purpose of this Addendum is to provide information relating to and to explain the rationale for the proposed renewal of the Share Purchase Mandate.
2. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Addendum. If a Shareholder is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

2 RATIONALE

1. The proposed renewal of the Share Purchase Mandate will continue to give the Directors the flexibility to purchase Shares when circumstances permit, with the objective of enhancing the earnings per Share ("EPS") of the Company and its subsidiaries (the "Group"). Such flexibility will also allow the Directors to better manage the Company's capital structure, dividend payout and cash reserves, and to return surplus cash over and above its capital requirements in an expedient and cost-effective manner.
2. The proposed renewal of the Share Purchase Mandate will thus continue to provide the Company with an efficient mechanism to enhance returns to Shareholders when circumstances permit. Share purchases will only be effected when the Directors are of the view that it will benefit the Company and its Shareholders. Shareholders should note that share purchases pursuant to the Share Purchase Mandate may not be carried out to the full limit as authorised. No share purchase will be made in circumstances which the Directors believe would have or may have a material adverse effect on the liquidity and capital adequacy position of the Group as a whole and/or affect the listing status of the Company on the SGX-ST.

3 AUTHORITY AND LIMITS OF THE SHARE PURCHASE MANDATE

3.1 Manner of Purchase or Acquisition of Shares

Purchases or acquisitions of Shares may be made by way of:

1. on-marketpurchase ("Market Purchase"), transacted on the SGX-ST through the SGX-ST's trading system, through one or more duly licensed stock brokers appointed by the Company for the purpose; and/or
2. an off-market purchase (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme defined in Section 76C of the Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST("Off-MarketPurchase").
   The Directors may impose such terms and conditions which are not inconsistent with the Share Purchase Mandate, the Listing Manual and the Companies Act, as they consider fit and in the interests of the Company in connection with or in relation to any equal access scheme or schemes. An Off-Market Purchase must, however, satisfy all the following conditions:
3. 1. offers for the purchase or acquisition of Shares shall be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;
   2. all of the abovementioned persons shall be given a reasonable opportunity to accept the offers made; and
   3. the terms of all the offers shall be the same, except that there shall be disregarded:

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1. differences in consideration attributable to the fact that such offers relate to Shares with different accrued dividend entitlements;
2. differences in consideration attributable to the fact that such offers relate to Shares with different amounts remaining unpaid (if applicable); and
3. differences in such offers introduced solely to ensure that each person will be left with a whole number of Shares.

Pursuant to the Listing Manual, if the Company wishes to make an Off-Market Purchase in accordance with an equal access scheme, it will issue an offer document to all Shareholders containing at least the following information:

1. the terms and conditions of the offer;
2. the period and procedures for acceptance;
3. the reasons for the proposed purchase or acquisition of Shares by the Company;
4. the consequences, if any, of the purchase or acquisition of Shares by the Company that will arise under the Singapore Code on Take-overs and Mergers
   ("Take-overCode") or other applicable takeover rules;
5. whether the purchase or acquisition of Shares, if made, would have any effect on the listing of the Shares on the SGX-ST;
6. details of any purchase or acquisition of Shares made by the Company in the previous twelve (12) months (whether through a Market Purchase or Off- Market Purchase), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for such purchase or acquisition of Shares, where relevant, and the total consideration paid for such purchase or acquisition; and
7. whether the Shares purchased by the Company will be cancelled or kept as treasury shares.

3.2 Purchase Price

The purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) to be paid for a Share will be determined by the Directors. However, the purchase price to be paid for the Shares pursuant to the purchases or acquisitions of the Shares, excluding related expenses of the purchase or acquisition, must not exceed the maximum price ("Maximum Price") which is:

1. in the case of a Market Purchase, five per cent. (5%) above the average closing market prices of the Shares over the five (5) days on which the SGX-ST is open for securities trading ("Market Days") and on which transactions in the Shares were recorded before the day on which the Market Purchase was made by the Company and deemed to be adjusted for any corporate action that occurs during the relevant five (5)-day period and the day on which the purchases are made; and
2. in the case of an Off-Market Purchase, twenty per cent. (20%) above the average closing market prices of the Shares over the five (5) Market Days on which transactions in the Shares were recorded before the day on which the Company makes an announcement of an offer under the Off-Market Purchase scheme and deemed to be adjusted for any corporate action that occurs during the relevant five (5)-day period and the day on which the announcement of an offer is made.

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1. Duration of Authority
   Purchases or acquisitions of Shares pursuant to the proposed Share Purchase Mandate may be made at any time from time to time on and from the date of the 57th AGM at which the Share Purchase Mandate is approved up to the earliest of:
2. 1. the date on which the next AGM is held or is required by law to be held;
   2. the date on which the purchases or acquisitions of Shares pursuant to the proposed Share Purchase Mandate are carried out to the full extent mandated; or
   3. the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Shareholders in a general meeting.
3. Maximum Number of Share which can be Purchased or Acquired
   Only Shares which are issued and fully paid-up may be repurchased by the Company. The total number of Shares which may be purchased or acquired pursuant to the Share Purchase Mandate is limited to that number of Shares representing not more than ten per cent. (10%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) ascertained as at the date of the passing of the ordinary resolution, unless the share capital of the Company has been reduced in accordance with the applicable provisions of the Companies Act at any time during the period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or required by law to be held, whichever is the earlier, after the date the resolution relating to the Share Purchase Mandate is passed (the
   "Relevant Period"), in which event the total number of issued Shares of the Company shall be taken to be the total number of issued Shares of the Company as altered. Any Shares which are held as treasury shares and any subsidiary holdings will be disregarded for purposes of computing the ten per cent. (10%) limit. As at 6 September 2021, being the latest practicable date prior to the publication of this Addendum (the "Latest Practicable Date"), the Company is holding 24,544,700 treasury shares and does not have subsidiary holdings.
   For illustration purposes only
   On the basis of 769,382,560 Shares (excluding treasury shares and subsidiary holdings) issued as at the Latest Practicable Date, assuming no further Shares are issued, and the Company does not reduce its share capital, on or prior to the 57th AGM, not more than 76,938,256 Shares (representing ten per cent. (10%) of the total number of issued Shares of the Company as at the date of the 57th AGM excluding treasury shares and subsidiary holdings) may be purchased by the Company pursuant to the proposed Share Purchase Mandate during the Relevant Period.
4. Status of Purchased Shares under the Share Purchase Mandate

3.5.1 Cancellation

A Share purchased or acquired by the Company is deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Share will expire on such cancellation) unless such Shares are held by the Company as treasury shares to the extent permitted under the Companies Act. Accordingly, the total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company and which are not held as treasury shares.

All Shares purchased or acquired by the Company (other than treasury shares held by the Company to the extent permitted under the Companies Act) will be automatically de-listed by the SGX-ST, and certificates in respect thereof will be cancelled and destroyed by the Company as soon as reasonably practicable following settlement of any such purchase or acquisition.

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