Techcomp : 2016/03/29 - Circular of AGM

Techcomp-Cir (E).indd 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the capital of Techcomp (Holdings) Limited (the "Company"), you should at once hand this Circular, the notice of the annual general meeting (the "AGM") and the enclosed form of proxy to the purchaser or to the stockbroker or to the bank or to the agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee.

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

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.

This Circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities of the Company.

TECHCOMP (HOLDINGS) LIMITED 天美(控股)有限公司*

(incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 1298) (Singapore Stock Code: T43)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS GENERAL MANDATE TO ISSUE NEW SHARES CHANGE OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Meeting Room 330, Level 3, Suntec Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593, on Friday, 29 April 2016 at 10:00 a.m. (or any adjournment thereof) is set out on pages 12 to 15 of this Circular. Whether or not you are able to attend the AGM, please complete the form of proxy accompanying this Circular, in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for Hong Kong Shareholders), or the Company's share transfer agent in Singapore, M & C Services Private Limited, at 112 Robinson Road,

#05-01, Singapore 068902 (for Singapore Shareholders), as soon as possible, and in any event not later than forty-eight (48) hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

* For identification purposes only

30 March 2016

Pages Definitions ........................................................................................................................................ 3 Letter from the Board...................................................................................................................... 5 Appendix - Details of Directors proposed to be re-elected at the AGM ................................... 9 Notice of Annual General Meeting................................................................................................. 12

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In this Circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM" the annual general meeting of the Company to be convened and held at Meeting Room 330, Level 3, Suntec Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593 on Friday, 29 April 2016 at 10:00 a.m. (or any adjournment thereof)

"AGM Notice" the notice convening the AGM as set out on pages 12 to 15 of this

Circular

"associate(s)" has the meaning ascribed to this term under the Listing Rules

"Board" the board of Directors

"Bye-laws" the Bye-laws of the Company currently in force

"CCASS" The Central Clearing and Settlement System established and operated by HKSCC

"CDP" The Central Depository (Pte) Limited

"Circular" this circular

"Company" Techcomp (Holdings) Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the SGX-ST and the Main Board of the SEHK

"controlling shareholder(s)" has the meaning ascribed to this term under the Listing Rules "Director(s)" the director(s) of the Company

"Group" the Company and all of its subsidiaries

"HKSCC" The Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date" 21 March 2016, being the latest practicable date prior to the printing

of this Circular for the purpose of ascertaining certain information contained in this Circular

"Listing Manual" the Listing Manual of the SGX-ST

"Listing Rules" the Rules Governing the Listing of Securities on the SEHK

"PRC" The People's Republic of China, and for the purpose of this Circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

"S$" Singapore dollars, the lawful currency of Singapore

"SEHK" The Stock Exchange of Hong Kong Limited

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"SFA" The Securities and Futures Act, Chapter 289 of Singapore, as amended, modified or supplemented from time to time

"SFO" The Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong, as amended, modified or supplemented from time to time

"SGX-ST" The Singapore Exchange Securities Trading Limited

"Share(s)" the ordinary share(s) of US$0.05 each in the share capital of the Company

"Share Issue Mandate" the share issue mandate granted to the Directors at the annual general

meeting of the Company on 27 April 2015 to exercise all the powers of the Company to allot, issue and deal with not more than the sum of 50% of the total number of issued Shares (excluding treasury shares), of which the aggregate number of Shares and convertible securities to be issued other than on a pro rata basis to the Shareholders shall not exceed 20% of the total number of the issued Shares (excluding treasury shares)

"Shareholder(s)" Registered holder(s) of Share(s) in the Register of Members of the

Company, except that where the registered holder is CDP, the term "Shareholders" shall, where the context admits, mean the persons named as Depositors in the Depository Register maintained by CDP and into whose securities accounts Shares are credited, and where the registered holder is CCASS

"substantial shareholder(s)" has the meaning ascribed to this term under the Listing Rules "treasury share(s)" share(s) of the Company that was/were or is/are treated as having

been acquired and held by the Company and has/have been held

continuously by the Company since it/they was/were so acquired and has/have not been cancelled pursuant to the laws of Bermuda

"US$" United States dollars, the lawful currency of the United States of America

"%" or per cent. Percentage or per centum

The expressions "Depositor", "Depository Agent" and "Depository Register" shall have the respective meanings ascribed to them in Section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and the neuter genders and vice versa. Words importing persons shall, where applicable, include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

Any reference to a time of day in this Circular shall be a reference to Hong Kong time unless otherwise stated.

In the event of any inconsistency between the English version of this Circular (including the Notice of AGM) and the proxy form, and the Chinese version of this Circular (including the Notice of AGM) and the proxy form, the English version shall prevail.

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