CIRCULAR DATED 6 APRIL 2017 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

If you have sold or transferred all your Shares, you should forward this Circular, the Notice of Annual General Meeting and Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected 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.

CWG INTERNATIONAL LTD.

(Incorporated in the Republic of Singapore)

(Company Registration No.: 200610437K)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE This Circular is issued to you together with the Annual Report 2016 of CWG International Ltd. The resolution proposed to be passed in relation to the above matter is set out in the Notice of Annual General Meeting attached to the Annual Report 2016. CONTENTS

Page

DEFINITIONS..................................................................................................................................... 3 LETTER TO SHAREHOLDERS......................................................................................................... 5

1. INTRODUCTION...................................................................................................................... 5

2. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE .................................. 5

2.1 BACKGROUND.............................................................................................................. 5

2.2 RATIONALE FOR THE SHARE BUYBACK MANDATE................................................. 5

2.3 AUTHORITY AND LIMITS ON THE SHARE BUYBACK MANDATE............................. 6

2.4 SOURCE OF FUNDS .................................................................................................... 8

2.5 STATUS OF PURCHASED OR ACQUIRED SHARES.................................................. 9

2.6 FINANCIAL EFFECTS................................................................................................... 10

2.7 LISTING MANUAL ......................................................................................................... 16

  1. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS...................... 17

  2. TAKE-OVER CODE IMPLICATIONS FROM SHARE BUYBACKS................................ 17

3. REPORTING REQUIREMENTS .............................................................................................. 20

4. DIRECTORS' RECOMMENDATION ........................................................................................ 20

5. DIRECTORS' RESPONSIBILITY STATEMENT ....................................................................... 21

6. DOCUMENTS AVAILABLE FOR INSPECTION ...................................................................... 21

In this Circular, the following definitions apply throughout unless the context otherwise requires or otherwise stated:-

"2017 AGM"

:

The AGM to be held on 24 April 2017 at Meeting Room 308, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Suntec City, Singapore 039593

"ACRA"

:

The Accounting Corporate and Regulatory Authority

"AGM"

:

The annual general meeting of the Company

"Annual Report 2016"

:

Annual report of the Company for the financial year ended 31 December 2016

"Circular"

:

This Circular dated 6 April 2017

"Company"

:

CWG International Ltd., a company incorporated in the Republic of Singapore

"Companies Act"

:

The Companies Act, Chapter 50, of Singapore, as amended, supplemented or modified from time to time

"Constitution"

:

The Memorandum and Articles of Association of the Company

"Controlling Shareholder"

:

A person who:-

  1. holds directly or indirectly fifteen per cent. (15%) or more of the number of all voting shares in the Company; or

  2. in fact exercises control over the Company

"Directors"

:

The directors of the Company as at the date of this Circular

"EPS"

:

Earnings Per Share

"Group"

:

The Company and its subsidiaries

"Listing Manual"

:

The Listing Manual of the SGX-ST, as the same may be amended, varied or supplemented from time to time

"Listing Rules"

:

The listing rules of the SGX-ST set out in the Listing Manual

"Latest Practicable Date"

:

The latest practicable date prior to the printing of this Circular, being 23 March 2017

"Market Day"

:

A day on which the SGX-ST is open for trading in securities

"month"

:

A calendar month

"NTA"

:

Net tangible assets

"SGX-ST"

:

Singapore Exchange Securities Trading Limited

"Shareholders"

:

Registered holders for the time being of the Shares (other than the Central Depository (Pte) Limited), or in the case of Depositors, Depositors who have shares entered against their name in the Depository Register

"Shares"

:

Ordinary shares in the capital of the Company

"Share Buyback"

:

The buy-back of Shares by the Company in accordance with the terms set out in this Circular as well as the rules and regulations set forth in the Companies Act and the Listing Manual

"Share Buyback Mandate"

:

A general mandate to be given by Shareholders to authorize the Directors to purchase, on behalf of the Company, Shares in accordance with the terms set out in this Circular, the provisions of the Companies Act (including the rules and regulations promulgated thereunder) and the Listing Rules

"Substantial Shareholder"

:

A person who has an interest of not less than five per cent. (5%) of the issued voting shares of the Company

"Take-over Code"

:

The Singapore Code on Take-overs and Mergers, as amended or modified from time to time

"S$" and "cents"

:

Singapore dollars and cents respectively

"%"

:

Per centum or percentage

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the meanings ascribed to them respectively in Section 81SF of the Securities and Futures Act (Cap 289) of Singapore.

The term "treasury shares" shall have the meaning ascribed to it in section 4 of the Companies Act.

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 neuter genders. References to persons shall, where applicable, include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Companies Act or statutory modification as the case may be.

Any reference to a time of a day in this Circular is a reference to Singapore time.

Chiwayland International Ltd. published this content on 06 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 April 2017 02:49:09 UTC.

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