THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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

Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

WONG ENGINEERING CORPORATION BERHAD

(Registration No. 199601037606 (409959-W))

(Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

  1. PROPOSED BONUS ISSUE OF UP TO 131,801,486 FREE WARRANTS IN WONG ENGINEERING CORPORATION BERHAD ("WECB" OR THE "COMPANY") ("WARRANT(S)") ON THE BASIS OF 1 WARRANT FOR EVERY 2 EXISTING ORDINARY SHARES IN WECB HELD BY SHAREHOLDERS OF THE COMPANY WHOSE NAMES APPEAR IN THE RECORD OF DEPOSITORS OF THE COMPANY ON AN ENTITLEMENT DATE, TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE OF WARRANTS"); AND
  1. PROPOSED ESTABLISHMENT OF A LONG TERM INCENTIVE PLAN OF UP TO 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY (EXCLUDING TREASURY SHARES OF WECB, IF ANY) AT ANY POINT IN TIME DURING THE DURATION OF THE LONG TERM INCENTIVE PLAN ("PROPOSED LTIP")

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Adviser

UOB Kay Hian Securities (M) Sdn Bhd

(Registration No. 199001003423 (194990-K))

(A Participating Organisation of Bursa Malaysia Securities Berhad)

The Notice of the Extraordinary General Meeting ("EGM") of WECB, which will be held on a fully virtual basis through live streaming and online remote meeting platform of TIIH Online provided by Tricor Investor & Issuing House Services Sdn Bhd via its website at https://tiih.online or https://tiih.com.my (Domain Registration No. with MYNIC - D1A282781) on Thursday, 24 March 2022 at 10.00 a.m. or at any adjournment thereof. The Notice of EGM together with the Proxy Form are enclosed herein.

A member entitled to attend, participate, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend, participate, speak and vote on his/ her behalf. In such event, the Proxy Form must be lodged at the registered office of Wong Engineering Corporation Berhad at 170-09-01 Livingston Tower, Jalan Argyll, 10050 George Town, Pulau Pinang, Malaysia, not less than forty-eight (48) hours before the time for holding the EGM or at any adjournment thereof. The lodging of the Proxy Form shall not preclude you from attending, participating, speaking and voting in person at the EGM should you subsequently wish to do so.

Last date and time for lodging the Proxy Form

: Tuesday, 22 March 2022 at 10.00 a.m.

Date and time of the EGM

: Thursday, 24 March 2022 at 10.00 a.m.

Meeting Platform/ Venue of the EGM

: https://tiih.online or https://tiih.com.my (Domain Registration No.

with MYNIC - D1A282781)

This Circular is dated 16 February 2022

DEFINITIONS

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-

"Act"

: The Companies Act 2016

"Board"

: The Board of Directors of WECB

"Bursa Depository"

: Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854

(165570-W))

"Bursa Securities"

:

Bursa Malaysia Securities Berhad (Registration No. 200301033577

(635998-W))

"By-Laws"

: The rules, terms and conditions of the Proposed LTIP as may be

modified, varied and/ or amended from time to time

"Circular"

: This circular dated 16 February 2022 in relation to the Proposals

"Date of Offer"

:

The date on which an ESOS Award or SGP Grant (including any

subsequent ESOS Award(s) or SGP Grant), as the case may be, is made

by the LTIP Committee to an Eligible Person in accordance with the

manner as set out in By-Laws

"Deed Poll"

The draft deed poll to be executed by the Company constituting the

Warrants (to be issued pursuant to the Proposed Bonus Issue of

Warrants), as may be supplemented from time to time

"Director(s)"

: The director(s) of WECB and shall have the meaning given in Section

2(1) of the Act and Section 2(1) of the Capital Markets and Services Act

2007

"EGM"

: The forthcoming Extraordinary General Meeting of the Company

"Eligible Person(s)

:

The eligible Directors and employees of WECB Group (excluding

subsidiary companies which are dormant), who meet the criteria of

eligibility for participation in the Proposed LTIP as set out in the By-Laws

"Entitlement Date"

: An entitlement date to be determined and announced later by the Board,

on which the names of the shareholders of the Company must appear in

the Record of Depositors of the Company as at 5.00 p.m. in order to

participate in the Proposed Bonus Issue of Warrants

"Entitled Shareholders" :

Shareholders of the Company whose names appear in the Record of

Depositors of the Company on the Entitlement Date

"EPS"

:

Earnings per Share

"ESOS Award(s)"

: An offer made under the Proposed ESOS

"ESOS Option(s)"

: The right of an ESOS Participant to subscribe for WECB Shares at the

Option Price pursuant to the ESOS Award duly accepted by the Eligible

Person in the manner provided in the By-Laws

"ESOS Participant(s)"

: Eligible Person(s) who has accepted the ESOS Award(s) in the manner

provided in the By-Laws

"FPE"

: Financial period ended/ ending

i

DEFINITIONS (CONT'D)

"FYE"

: Financial year ended/ ending

"Listing Requirements"

: Main Market Listing Requirements of Bursa Securities

"LPD"

: 31 January 2022, being the latest practicable date prior to the printing

and dispatch of this Circular

"LTIP Award(s)"

: The SGP Award(s) and/ or ESOS Award(s), as the case may be

"LTIP Award Date"

: The date of which the LTIP Award is made by the LTIP Committee from

time to time to an Eligible Person to participate in the Proposed LTIP in

accordance with Section 3.3(iii) of this Circular in the manner provided in

the By-Laws

"LTIP Committee"

: A committee to be appointed and authorised by the Board with the

responsibility of, among others, implementing, allocating and

administering the Proposed LTIP, comprising such persons appointed by

the Board from time to time

"LTIP Participant(s)"

: The SGP Participants and ESOS Participants, collectively

"Market Day(s)"

: Any day between Monday to Friday (inclusive of both days), which is not

a public holiday and on which Bursa Securities is open for trading of

securities

"Maximum Scenario"

: Assuming all of the treasury shares are resold at cost and all of the

Placement Shares are placed out prior to the implementation of the

Proposals

"Minimum Scenario"

: Assuming none of the treasury shares are resold and none of the

Placement Shares are placed out prior to the implementation of the

Proposals

"NA"

: Net asset attributable to ordinary equity holders of the Company

"Option Price"

: The price at which an ESOS Participant shall be entitled to subscribe for

WECB Shares from the Company upon the exercise of the ESOS

Options, as initially determined and as may be adjusted pursuant thereto

in accordance with the provisions of the By-Laws

"Placement Share(s)"

: Up to 11,460,999 new Shares to be issued pursuant to the Private

Placement. As at the LPD, the Company has not placed out any

Placement Shares

"Private Placement"

: Private placement of up to 11,460,999 Placement Shares, representing

10% of the issued shares in WECB, pursuant to Sections 75 and 76 of

the Act

"Proposals"

: Proposed Bonus Issue of Warrants and Proposed LTIP, collectively

"Proposed Bonus Issue

: Proposed bonus issue of up to 131,801,486 Warrants on the basis of 1

of Warrants"

Warrant for every 2 existing WECB Shares held by the Entitled

Shareholders

"Proposed ESOS"

: Proposed establishment of an employees' shares option scheme to the

Eligible Persons pursuant to the Proposed LTIP

ii

DEFINITIONS (CONT'D)

"Proposed LTIP"

: Proposed establishment of a long term incentive plan which comprises

the Proposed ESOS and the Proposed SGP of up to 15% of the total

number of issued shares of the Company (excluding treasury shares, if

any) for eligible Directors and employees of the Group (excluding

subsidiaries which are dormant) during the tenure of the Proposed LTIP

"Proposed SGP"

: Proposed share grant plan to Eligible Persons pursuant to the Proposed

LTIP

"Record of Depositors"

: A record of securities holders established by Bursa Depository under the

rules of Bursa Depository pursuant to the Securities Industry (Central

Depositories) Act, 1991

"RM" and "sen"

: Ringgit Malaysia and sen, respectively

"SGP Award(s)"

: The award of such number of WECB Share(s) to an Eligible Person in

the manner and subject to the terms and conditions provided in the By-

Laws

"SGP Grant"

: An offer made under the Proposed SGP

"SGP Participant(s)"

: Eligible Person(s) who has accepted the SGP Award(s) in the manner

provided in the By-Laws

"UOBKH" or the

: UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423

"Adviser"

(194990-K))

"VWAP"

: Volume weighted average market price

"WECB" or the

: Wong Engineering Corporation Berhad (Registration No. 199601037606

"Company"

(409959-W))

"WECB Group" or the

:

WECB and its subsidiary companies, collectively

"Group"

"WECB Share(s)" or

:

Ordinary share(s) in WECB

"Share(s)"

All references to "you" in this Circular are made to shareholders who are entitled to attend and vote at the EGM.

Unless specifically referred to, words denoting incorporating the singular shall, where applicable include the plural and vice versa and words denoting incorporating the masculine gender shall where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include corporations, unless otherwise specified.

Any reference to a time of day and date in this Circular shall be a reference to Malaysian time and date, respectively, unless otherwise specified. Any discrepancy in the figures included in this Circular between the amounts stated, actual figures and the totals thereof are due to rounding adjustments.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted.

iii

TABLE OF CONTENT

PAGE

EXECUTIVE SUMMARY

v

LETTER TO THE SHAREHOLDERS OF WECB CONTAINING:-

1.

INTRODUCTION

1

2.

DETAILS OF THE PROPOSED BONUS ISSUE OF WARRANTS

2

3.

DETAILS OF THE PROPOSED LTIP

6

4.

UTILISATION OF PROCEEDS

12

5.

RATIONALE AND JUSTIFICATIONS FOR THE PROPOSALS

13

6.

FUND RAISING EXERCISES IN THE PAST 12 MONTHS

14

7.

INDUSTRY OVERVIEW, OUTLOOK AND FUTURE PROSPECTS OF THE

14

GROUP

8.

EFFECTS OF THE PROPOSALS

17

9.

HISTORICAL SHARE PRICES

25

10.

APPROVALS REQUIRED/ OBTAINED

25

11.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF

27

EXECUTIVE AND/ OR PERSONS CONNECTED TO THEM

12.

ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE

28

FOR IMPLEMENTATION

13.

PROPOSALS ANNOUNCED BUT PENDING COMPLETION

28

14.

DIRECTORS' STATEMENT AND RECOMMENDATION

29

15.

EGM

29

16.

FURTHER INFORMATION

29

APPENDICES

I.

DRAFT LTIP BY-LAWS

30

II.

FURTHER INFORMATION

69

NOTICE OF EGM

ENCLOSED

ADMINISTRATIVE GUIDE

ENCLOSED

PROXY FORM

ENCLOSED

iv

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Wong Engineering Corporation Bhd published this content on 16 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2022 06:33:04 UTC.