Willas-Array Electronics (Holdings) Limited — Legal Proceedings Report 2017

Feb 20, 2017

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Singapore Exchange Securities Trading Limited take no responsibility for the contents of this announcement, 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 announcement.

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

==> picture [219 x 43] intentionally omitted <==

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)

UPDATE ON DISPUTE INVOLVING ASSOCIATED COMPANY

– APPEAL AND APPLICATION FOR STAY OF EXECUTION OF WINDING-UP ORDER

This announcement is made by the Company pursuant to Rule 13.09 of the HK Listing Rules and the Inside Information Provisions under Part XIVA of the SFO, as well as in accordance with Rule 703 of the Listing Manual of the Singapore Exchange Securities Trading Limited.

The board of directors (the "Board") of Willas-Array Electronics (Holdings) Limited (the "Company" and together with its subsidiaries, the "Group") refers to the announcement dated January 3, 2017 in relation to the Hong Kong court's dismissal of the application by the Company's associated company, GW Electronics Company Limited ("GW Electronics"), to strike out the winding-up petition issued against GW Electronics by Toshiba Electronics Asia, Ltd. ("Toshiba Asia") in connection with an alleged outstanding amount of approximately US$15.3 million which Toshiba Asia alleged was due and payable by GW Electronics (the "Winding-up Petition"). The Company also refers to the announcement dated January 10, 2017 in relation to the Hong Kong court's order that GW Electronics be wound up (the "Winding-up Order"). Please refer to the said announcements for further details.

The Company was informed by GW Electronics that it has on February 2, 2017 filed a notice of appeal to the Court of Appeal of the High Court of Hong Kong seeking to appeal and set aside the Winding-up Order. The hearing date of the appeal is yet to be fixed.

1

The Company was further informed by GW Electronics that it has filed applications to the Court of First Instance of the High Court of Hong Kong asking for (i) stay of all proceedings in relation to the Winding-up Order until the determination or disposal of GW Electronics' appeal against the Winding-up Order or until further order. The hearing of application for stay of proceedings will take place on March 7, 2017; and (ii) leave to appeal to the Court of Appeal in relation to the dismissal of GW Electronics' application to strike out the Winding-up Petition. The hearing of the leave application will take place on March 27, 2017.

The Board will continue to provide updates to the Shareholders as necessary in the event that it has information from GW Electronics on material developments relating to the Winding-up Order and Winding-up Petition proceedings.

GW Electronics is an associated company of the Company, which is incorporated in Hong Kong. The Company currently indirectly holds 49% of the paid-up share capital of GW Electronics. The remaining 51% of GW Electronics is owned by G.M.I. Technology Inc., an electronics distributor based in Taiwan and listed on the Taiwan Stock Exchange.

As GW Electronics is a limited liability corporation, the Group's maximum potential exposure to any legal claim by Toshiba Asia against GW Electronics, including as a result of the Winding-up Order, will be limited to the Group's equity interest in GW Electronics. For the avoidance of doubt, the Group has not extended any corporate guarantees to, or indemnities in favour of, Toshiba Asia in respect of GW Electronics.

Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company, and, in case of doubt, to seek independent advice from professional or financial advisers.

By Order of the Board Willas-Array Electronics (Holdings) Limited Leung Chun Wah Chairman and Executive Director

Hong Kong/Singapore, February 20, 2017

As at the date of this announcement, the Board comprises four Executive Directors, namely Leung Chun Wah (Chairman), Kwok Chan Cheung (Deputy Chairman), Hon Kar Chun (Managing Director) and Leung Hon Shing; and three Independent Non-executive Directors, namely Jovenal R. Santiago, Wong Kwan Seng, Robert and Iu Po Chan, Eugene.

2