Willas-Array Electronics (Holdings) Limited — Share Issue/Capital Change 2025

Jun 24, 2025

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.

WILLAS-ARRAY

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)

(1) QUARTERLY UPDATE ON RESUMPTION PROGRESS; AND (2) CONTINUED SUSPENSION OF TRADING

This announcement is made by Willas-Array Electronics (Holdings) Limited (the "Company") pursuant to Rule 13.09 and 13.24A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

References are made to the announcements of the Company dated December 19, 2024 in relation to the resumption guidance of the Company as set out in a letter from The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the announcements of the Company dated December 24, 2024, March 24, 2025 and May 6, 2025 in relation to the quarterly update on the progress of the Company's fulfilment of the Resumption Guidance and the announcement of the Company dated April 7, 2025 in relation to the additional resumption guidance (collectively, the "Announcements"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcements.

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QUARTERLY UPDATE ON RESUMPTION PROGRESS

The Company wishes to update the shareholders and potential investors of the Company on the business operation status of the Group and the progress of the Company’s fulfilment of the Resumption Guidance as at the date of this announcement as summarised below:

(A) Update on resumption plan and progress

As disclosed in the announcement of the Company dated June 12, 2025, the Company has entered into the subscription agreements with six subscribers which are independent third parties to the Company, pursuant to which the subscribers have conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue an aggregate of 15,000,000 shares of the Company (the “Subscription Shares”) at the subscription price of HK$2.66 per share (the “Subscriptions”).

The Subscriptions are conditional upon the granting of approval for the listing of, and permission to deal in, the Subscription Shares. The Subscription Shares will be allotted and issued pursuant to the general mandate granted by the shareholders to the Directors at the 2024 AGM. The Company has made applications to the Listing Committee and the Singapore Exchange Securities Limited (the “SGX-ST”) for the listing of, and permission to deal in, the Subscription Shares on the Hong Kong Stock Exchange and the SGX-ST, respectively.

Immediately following the completion of the Subscriptions, the number of shares to be held by the public will increase from 10,736,304 to 25,736,304, representing approximately 25.06% of the enlarged issued share capital of the Company as at the date of the completion.

The Company expects the completion shall take place immediately upon receiving the approval from the Listing Committee and SGX-ST, no later than July 31, 2025. As announced by the Company on June 23, 2025, the SGX-ST has on June 20, 2025, issued the listing and quotation notice (the “LQN”) to the Company for the listing of and quotation for the Subscription Shares on the Mainboard of SGX-ST, subject to the Company’s compliance with SGX-ST’s listing requirements and such other conditions set out in the LQN.

The Company will make further announcement(s) to provide shareholders of the Company with further details on the restoration of public float when appropriate and in compliance with the Listing Rules.

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(B) Business operation status of the Group

The principal activity of the Company is investment holding and the Company’s subsidiaries are principally engaged in the distribution of electronic components. The business operations of the Group are continuing as usual in all material respect and there are no material changes to the business operations of the Group since the publish of the annual report of the Company for the nine months ended December 31, 2024 on June 3, 2025 and up to the date of this announcement.

CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in the shares of the Company on the Stock Exchange had been suspended with effect from 9:00 a.m. on September 30, 2024 and will continue to be suspended pending the fulfilment of the Resumption Guidance and the grant of approval of the Stock Exchange for the resumption of trading of the Shares.

Holders of the Company’s securities and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board
Willas-Array Electronics (Holdings) Limited
Xie Lishu
Chairman and Executive Director

Hong Kong/Singapore, June 24, 2025

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

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

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