Willas-Array Electronics (Holdings) Limited — M&A Activity 2024

Apr 19, 2024

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 [213 x 42] 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)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISERS

Reference is made to the announcement jointly issued by Willas-Array Electronics (Holdings) Limited (the “ Company ”) and Texin (Hong Kong) Electronics Co. Limited dated 1 February 2024 (the “ Joint Announcement ”). Unless otherwise stated, capitalised terms used herein shall have the same meaning as those defined in the Joint Announcement.

The Board is pleased to announce that:

• (a) South China Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the independent financial adviser of the Company in Hong Kong (the “ Hong Kong IFA ”); and

• (b) ZICO Capital Pte. Ltd., a holder of a capital markets services licence issued pursuant to the Securities and Futures Act 2001 of Singapore for the regulated activities of advising on corporate finance and dealing in capital markets products, has been appointed as the independent financial adviser to the Company in Singapore (the “ Singapore IFA ”),

to advise the Independent Board Committee in respect of the terms of the Offers and as to the acceptance of the Offers. Such appointments have been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code and the SG Code.

The letter(s) of advice from the Hong Kong IFA and Singapore IFA in respect of the Offers will be included in the Board Circular.

1

In the meantime, Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company and to refrain from taking any action in respect of their securities in the Company which may be prejudicial to their interests. Shareholders and potential investors should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.

By Order of the Board Willas-Array Electronics (Holdings) Limited Fan Qinsheng Executive Director

Hong Kong/Singapore, April 19, 2024

As at the date of this announcement, the Board comprises two non-executive Directors, namely Xie Lishu (Chairman) and Huang Shaoli; one executive Director, namely Fan Qinsheng; and four independent non-executive Directors, namely Chong Eng Wee, Lau Chin Huat, Tso Sze Wai and Jiang Maolin.

RESPONSIBILITY STATEMENTS UNDER THE HONG KONG CODE ON TAKEOVERS AND MERGERS

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions express in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

RESPONSIBILITY STATEMENT UNDER THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS

The Directors (including those who have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated in this announcement are fair and accurate and that no material facts have been omitted from this announcement (the omission of which would render any statement in this announcement misleading in any material aspect), and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

In the case of inconsistency, the English text of this announcement shall prevail over the Chinese text.

2