Willas Array

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Circular dated 10 June 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Circular is issued by Willas-Array Electronics (Holdings) Limited (the "Company"). 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.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank

manager, solicitor, accountant or other professional adviser immediately.

If you have sold all your shares in the capital of the Company you should immediately forward this

Circular, the Notice of Special General Meeting and the enclosed Proxy Form to the purchaser or the

bank, stockbroker or agent through whom you effected the sale for transmission to the purchaser.

WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED(Company Registration Number: 28969)

(Incorporated in Bermuda)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO:

THE PROPOSED ACQUISITION BY WILLAS-ARRAY ELECTRONICS (SHANGHAI) LIMITED,

AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF OFFICE UNITS

LOCATED IN SHANGHAI, THE PEOPLE'S REPUBLIC OF CHINA

IMPORTANT DATES AND TIMES:

Last date and time for lodgment of Proxy Form : 26 June 2010 at 10.00 a.m.

Date and time of Special General Meeting : 28 June 2010 at 10.00 a.m.

Place of Special General Meeting : 101 Thomson Road, #30-02 United Square,

Singapore 307591



TABLE OF CONTENTS

Page

DEFINITIONS.................................................................................................................... 1

1. INTRODUCTION ....................................................................................................... 4

2. THE PROPOSED ACQUISITION................................................................................. 5

3. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL................. .......... 9

4. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION.........................................10

5. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS......................... 11

6. SERVICE CONTRACTS OF DIRECTORS...................................................................13

7. DIRECTORS' RECOMMENDATION ...........................................................................13

8. SPECIAL GENERAL MEETING..................................................................................14

9. ACTION TO BE TAKEN BY SHAREHOLDERS............................................................14

10. DIRECTORS' RESPONSIBILITY STATEMENT................. .............. ............... .............. 14

11. DOCUMENTS AVAILABLE FOR INSPECTION............... .................... ................... ......15

ANNEX .............. .............. .............. ............... .............. .............. ............... .............. .......... 16

NOTICE OF SPECIAL GENERAL MEETING.......................................................................30

DEPOSITOR PROXY FORM

SCRIP PROXY FORM



DEFINITIONS

For the purpose of this Circular, the following definitions apply throughout unless the context otherwise

requires or is otherwise stated:

"Bermuda Act" : The Companies Act 1981 of Bermuda (as amended).

"Board of Directors" : The board of Directors of the Company for the time being.

"Bye-Laws" : The Bye-Laws of the Company as amended, supplemented or

modified from time to time.

"Certificate of Real Estate

Ownership": The Shanghai Certificate of Real Estate Ownership (HPDPZ No.

(2009)041793) dated 18 December 2009, which was issued by the

Shanghai Housing and Land Resources Administration Bureau in

respect of the Premises.

"CDP" : The Central Depository (Pte) Limited.

"Companies Act" : The Companies Act (Chapter 50 of Singapore), as amended or

modified from time to time.

"Company" : Willas-Array Electronics (Holdings) Limited.

"Deposit" : Shall bear the meaning ascribed to it in paragraph 2.4(a).

"Deposit Contract" : The deposit contract dated 14 May 2010 entered into between the

Parties for the payment of RMB 3,173,187.88 by WAE Shanghai to

the Vendor as deposit for the Proposed Acquisition.

"Director" : A person holding office as a director of the Company as at the date

of this Circular.

"EPS" : Earnings per share.

"Group" : The Company and its subsidiaries.

"HKIS" : The Hong Kong Institute of Surveyors.

"HKIS Valuation Standards" : The HKIS Valuation Standards on Properties (First Edition 2005)

published by HKIS.

"HK$" and "HK Cents" : The lawful currency of the Hong Kong Special Administrative

Region of PRC.

"Independent Valuer" : DTZ International Property Advisers (Shanghai) Co., Ltd.

"Latest Practicable Date" : 3 June 2010, being the latest practicable date prior to the printing of

this Circular.

"Listing Manual" : The Listing Manual of the SGX-ST, as amended or modified from

time to time.

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"NCB" : Nanyang Commercial Bank (China) Limited.

"Notice of Special General

Meeting"

: Shall bear the meaning ascribed to it in paragraph 8.

"NTA" : Net tangible assets.

"Parties" : Shall refer to WAE Shanghai and the Vendor.

"PRC" : The People's Republic of China.

"Premises" : The premises consisting of Units 3301, 3302, 3303, 3304, 3305,

3306, 3307, 3308 and 3309 on Level 33 of the International

Corporate City, 3000 North Zhongshan Road, Putuo District,

Shanghai, PRC.

"Proposed Acquisition" : Shall bear the meaning ascribed to it in paragraph 1.1.

"Purchase Price" : The cash consideration of RMB 63,463,757.50 to be paid by WAEShanghai to the Vendor for the Proposed Acquisition.

"RMB" : The lawful currency of PRC.

"SGM" : The special general meeting of the Company, notice of which is

given on page 30 of this Circular.

"SGX-ST" : Singapore Exchange Securities Trading Limited.

"Shareholders" : Registered holders of Shares except that where the registered

holder is CDP, the term "Shareholders" shall, in relation to the

Shares, mean the persons to whose direct securities accounts

maintained with CDP are credited with Shares.

"Shares" : Ordinary shares in the capital of the Company.

"Signing Date" : The date of signing of the SPA or such other date as the Parties

may mutually agree in writing as the signing date of the SPA.

"SPA" : A definitive sale and purchase agreement to be entered into

between the Parties relating to the sale of the Premises.

"S$" : The lawful currency of the Republic of Singapore.

"Terms of Payment" : Shall bear the meaning ascribed to it in paragraph 2.4(b)(i).

"Transfer Deadline" : Shall bear the meaning ascribed to it in paragraph 2.4(b)(ii).

"US$" : The lawful currency of the United States of America.

"Valuation" : Shall bear the meaning ascribed to it in paragraph 2.3.

"Valuation Report" : Shall bear the meaning ascribed to it in paragraph 2.3.

"Vendor" : Shanghai Great Wall Development Company Limited.

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"Vendor Notice" : Shall bear the meaning ascribed to it in paragraph 2.4(b)(i).

"WAE Notice" : Shall bear the meaning ascribed to it in paragraph 2.4(b)(ii).

"WAE Shanghai" : Willas-Array Electronics (Shanghai) Limited, an indirect wholly-

owned subsidiary of the Company.

"%" or "per cent." : Percentage or per centum.

The terms "depositor ", "depository agent" and "Depository Register " shall have the meanings

ascribed to them respectively in Section 130A of the Companies Act. The term "substantial

shareholder " shall have the meaning ascribed to it in Section 81 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 include corporations.

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

Any reference in this Circular to any enactment is a reference to that enactment as for the time being

amended or re-enacted and, unless the context otherwise requires, 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. Any discrepancies in this Circular between

the listed amounts and the totals thereof and/or the respective percentages are due to rounding.

3



WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED

(Company Registration Number: 28969)


LETTER TO SHAREHOLDERS

Board of Directors: Registered Office:

Leung Chun Wah (Chairman) Canon's Court

Kwok Chan Cheung (Deputy Chairman and Managing

Director)

22 Victoria Street

Hamilton HM12

Hung Yuk Choy (Deputy Managing Director) Bermuda

Phaisalakani, Vichai @ Hung, Andy (Executive Director

and Chief Financial Officer)

Jovenal R. Santiago (Independent Director)

Wong Kwan Seng Robert (Independent Director)

Tse Pui Kee Albert (Independent Director)

10 June 2010

To: The Shareholders of

Willas-Array Electronics (Holdings) Limited

Dear Sir/Madam

THE PROPOSED ACQUISITION BY WILLAS-ARRAY ELECTRONICS (SHANGHAI) LIMITED, AN

INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF OFFICE UNITS LOCATED IN

SHANGHAI, THE PEOPLE'S REPUBLIC OF CHINA

1. INTRODUCTION

1.1 On 14 May 2010, the Board of Directors of the Company announced that WAE Shanghai, an

indirect wholly-owned subsidiary of the Company, had entered into the Deposit Contract in

connection with WAE Shanghai's proposed acquisition from the Vendor of the Premises (the

"Proposed Acquisition"). The rationale for the Proposed Acquisition is further explained in

paragraph 2.1 of this Circular below.

1.2 The completion of the Proposed Acquisition is conditional upon the entry by the Parties into

the SPA before 1 July 2010. As the acquisition of the Premises by WAE Shanghai constitutes

a major transaction under Chapter 10 of the Listing Manual, the completion of the Proposed

Acquisition is subject to and conditional upon the approval of Shareholders at a SGM to be

convened (please refer to paragraph 3.2 below). The completion of the Proposed Acquisition

is also dependent on WAE Shanghai obtaining the necessary financing for the Proposed

Acquisition.

1.3 The Directors are convening the SGM to be held on 28 June 2010, notice of which is set out

on page 30 of this Circular, to, inter alia, seek Shareholders' approval for the entry by WAE

Shanghai into the SPA and the completion of the Proposed Acquisition.

1.4 The SGX-ST assumes no responsibility for the accuracy of any statements made, reports

contained or opinions expressed in this Circular.

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2. THE PROPOSED ACQUISITION

2.1 Rationale for the Proposed Acquisition

The Company plans to move its Shanghai office from its current premises at Block A-E2, 7th

Floor, Sun Tong Infoport Plaza, No. 55 Huaihai Road West, Shanghai, PRC, to the Premises

upon the completion of the Proposed Acquisition. Its lease at the current premises will end on14 February 2011.

The rentals of office spaces in Shanghai have been steadily rising over the past few years,

including the rentals of WAE Shanghai's current premises. The proposed move will enable the

Company to reduce its operating expenses by saving on rental payments incurred from the

use of its current premises, as well as to reduce its exposure to the risk of escalating rentals

on its business operations in the property market in Shanghai. The acquisition by WAE

Shanghai of the Premises will also help remove any risk of a disruption to its business

operations in the event that the lease of the current premises is not renewed after its expiry.

The area of the Premises is larger than that of the offices currently being occupied by WAE

Shanghai and this will allow for future enhancement and development of the business of theCompany in PRC.

The location of the new Premises will also make it more accessible to both customers and

principals of the Company as its location has good access to public transport networks, for

example, highways and railways. The accessibility to such transport networks will also make it

easier for staff to reach out to customers.

2.2 Information on the Premises

The details of the Premises which WAE Shanghai proposes to acquire are set out below:

Address : Level 33 of the International Corporate City, 3000 North ZhongshanRoad, Putuo District, Shanghai, PRC.

Description : The International Corporate City is a 44-storey office building above a

4-storey car-park basement. The International Corporate City was

completed in 2009 and is of reinforced concrete construction with

exteriors of glass curtain walls.

The Premises comprises of the whole Level 33 of the International

Corporate City, and comprises of eight (8) office units and one (1)

storeroom.

The breakdown of the gross floor area of the Premises is set out below:

Unit Number Gross Floor Area

(Square Metres)

Usage Particulars of

Occupancy

3301 354.62 Office Vacant






3307 113.52 Office Vacant3308 113.52 Office Vacant

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A copy of the Valuation Report is set out as an Annex to this Circular.

2.4 Process for Completion of the Proposed Acquisition

(a) Entry into the Deposit Contract

On 14 May 2010, the Company had announced that WAE Shanghai had entered intothe Deposit Contract with the Vendor in connection with the Proposed Acquisition. The

Deposit Contract is not the definitive contract in respect of the Proposed Acquisition

and the Parties will need to enter into the SPA in respect of the completion of the

Proposed Acquisition.

Pursuant to the terms of the Deposit Contract, WAE Shanghai paid to the Vendor a

refundable deposit of RMB 3,173,187.88 (the "Deposit") for the Proposed Acquisition.

The full amount of the Deposit will be returned by the Vendor to WAE Shanghai if (i)

the Parties are unable to mutually agree on the definitive terms of the SPA; or (ii) PRC

judicial and administrative authorities impose restrictions on the property rights

relating to the Premises that would prohibit WAE Shanghai from acquiring the

Premises after the signing of the Deposit Contract but prior to the signing of the SPA.

Article 8 of the Deposit Contract provides that if the Vendor does not sign the SPA by

1 July 2010, an amount equal to twice the Deposit will be paid by the Vendor to WAE

Shanghai. However, if WAE Shanghai does not sign the SPA by 1 July 2010, the full

amount of the Deposit paid by WAE Shanghai will be forfeited.

Further, under Article 10 of the Deposit Contract, an amount equal to twice the

amount of the Deposit will be paid by the Vendor to WAE Shanghai if the Vendor (A)

breaches the provisions of Article 2 of the Deposit Contract which relates to the

determination of the total Purchase Price for the Premises; (B) fails to provide in the

SPA certain information and documents in relation to the Premises, including floor

plans and information on the structure, furnishings and facilities of the Premises; or (C) fails to disclose to WAE Shanghai any existing mortgages or encumbrances in

relation to the Premises before the signing of the SPA.

(b) Principal Terms of the SPA

The principal terms of the SPA, which is governed by the laws of PRC, are set out

below:

(i) Consideration and Terms of Payment

The Purchase Price amounts to RMB 63,463,757.50 and was agreed upon

following arms' length negotiations between the Parties on a willing-buyer,

willing-seller basis. WAE Shanghai had also taken into account the value of

the Premises based on the valuation carried out by the Independent Valuer,

DTZ International Property Advisers (Shanghai) Co., Ltd. The Purchase Price

will be satisfied by way of cash payment from WAE Shanghai to the Vendor

upon the execution of the SPA in the following manner (the " Terms of

Payment"):

(A) the payment of RMB 31,731,878.75 on 1 July 2010 (being the

contemplated date on which the SPA will be signed), which is the

equivalent of 50 per cent. of the Purchase Price (including the

Deposit); and

7



(B) the payment of RMB 31,731,878.75 before 31 July 2010, being the

remainder of 50 per cent. of the Purchase Price.

If payment of the second tranche payment set out in (B) above has not been

made by WAE Shanghai in accordance with the Terms of Payment, an

amount equivalent to 0.05 per cent. of the outstanding Purchase Price per

day, to be calculated from the day immediately following the applicabledeadline set out in the Terms of Payment until the day actual payment has

been made, will be paid by WAE Shanghai to the Vendor.

If payment of the second tranche payment set out in (B) above has not been

made by WAE Shanghai within 30 days of the applicable deadline set out in

the Terms of Payment, the Vendor is entitled to terminate the SPA upon

written notification of the same to WAE Shanghai (the "Vendor Notice"). In

such event, within 90 days of the issue of the Vendor Notice, a sum of 5.0 per

cent. of the full Purchase Price will be forfeited from the amount of the

Purchase Price paid by WAE Shanghai (including the Deposit) and the

balance of the Purchase Price that has been paid by WAE Shanghai will be

returned to WAE Shanghai.

(ii) Title and Transfer of Premises

The transfer of the Premises to WAE Shanghai shall be effected by the

Vendor within 60 days from the Signing Date (the "Transfer Deadline"). The

Vendor warrants to WAE Shanghai that, as at the Transfer Deadline: (A) the

Premises is not subject to any dispute relating to property rights or finance;

(B) the Vendor has not created any charge or encumbrance over the

Premises and has discharged any existing encumbrances over the Premises

granted by the Vendor; and (C) the Vendor has paid the requisite property

maintenance funds in respect of the Premises.

If the Vendor is unable to effect the transfer of the Premises to WAE Shanghai

before the Transfer Deadline, the Vendor shall pay to WAE Shanghai

liquidated damages of an amount equivalent to 0.05 per cent. of Purchase

Price that has been paid by WAE Shanghai, per day, to be calculated from the

day immediately following the Transfer Deadline until the day the Vendor

effects the transfer of the Premises to WAE Shanghai.

If the Vendor is unable to effect the transfer the Premises within 90 days from

the Transfer Deadline, WAE Shanghai will have the right to unilaterally

terminate the SPA upon written notification to the Vendor of the same (the

"WAE Notice

"). Upon the termination of the SPA, within 15 days of the receiptby the Vendor of the WAE Notice, the Vendor shall (1) return the amount of

the Purchase Price paid to WAE Shanghai; and (2) pay to WAE Shanghai a

compensation sum of 5.0 per cent. of the full Purchase Price.

(iii) Use of Premises

Upon the signing of the SPA, the Vendor will submit an application to the

Shanghai Housing and Land Resources Administration Bureau for a property

use rights licence in respect of the transfer of the Premises and complete all

necessary procedures relating to the transfer of the Premises to WAE

Shanghai before 15 August 2010.

8



If the Vendor is unable to obtain the property use rights l icence by 31 October

2010, a sum of 5.0 per cent. of the full Purchase Price will be paid by the

Vendor to WAE Shanghai. WAE Shanghai will also be entitled to terminate

the SPA and obtain a refund of all monies paid if the Vendor does not obtain

the property use rights licence by 15 December 2010.

As the completion of the Proposed Acquisition under the SPA will occur concurrentlywith the entry by the Parties into the same, and as the approval of Shareholders is

required for the Proposed Acquisition (please refer to paragraph 3.2 below), theCompany will therefore need to seek the approval of Shareholders for the Proposed

Acquisition prior to WAE Shanghai's entry into the SPA.

As the terms of the SPA is in a fixed form prescribed by the Real Estate Trade Centre

of Putuo District, Shanghai, PRC, the final form of the SPA and its terms will not differ

from the terms of the draft SPA as set out in this paragraph 2.4(b).

(c) Obtaining Financing for the Proposed Acquisition

The Proposed Acquisition is conditional upon, inter alia, WAE Shanghai obtaining thenecessary financing for the Proposed Acquisition. It is intended that a portion of the

Purchase Price amounting to 50 per cent. of the amount of the Purchase Price will be

funded through an injection of capital in WAE Shanghai by the Company, and the

remaining 50 per cent. of the Purchase Price will be funded through external

borrowings by way of a term loan from Nanyang Commercial Bank (China) Limited("NCB"). The Company understands that NCB has already commenced the

processing of its loan application. The Company does not envisage any difficulty in

obtaining such financing.

2.5 Information on the Parties

WAE Shanghai was incorporated in Shanghai, PRC as a subsidiary of the Company on 19March 2002, with an initial issued share capital of US$7,000,000. Upon incorporation, WAE

Shanghai became a wholly-owned subsidiary of Kind Faith Limited, which is in turn wholly-

owned by Cleverway Profits Limited, which is in turn wholly-owned by the Company. Kind

Faith Limited and Cleverway Profits Limited are essentially investment holding companies that

were incorporated in 9 November 2001 and 31 March 2000 respectively for the purpose of

holding some of the Company's investments in various jurisdictions, including PRC, Hong

Kong and Taiwan.

The vendor, Shanghai Great Wall Development Company Limited, is a private companyincorporated in Shanghai, PRC on 11 November 2003. The Vendor is in the business of

property development. The owner and legal representative of the Vendor is Mr. Qian Zhong

Ming. The Vendor is not related to the Company nor any of its subsidiaries and none of theCompany's Directors, substantial shareholders and/or their respective associates have any

interests (direct or indirect) in the Vendor.

3. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL

3.1 Rule 1014 of the Listing Manual states to the effect that where any of the relative figurescomputed on the bases set out in Rule 1006 of the Listing Manual exceeds 20 per cent., a

transaction is classified as a major transaction. Rule 1014 of the Listing Manual further states

that such a major transaction must be made conditional upon approval by shareholders at a

general meeting.

9



3.2 The relative figures for the Proposed Acquisition in accordance with the bases set out in Rule

1006 of the Listing Manual are as follows:

Rule 1006 Bases Relative Figures

(a) The net asset value of the assets to be disposed of,

compared with the Group's net asset value.

: Not applicable.(1)

(b) The net profits attributable to the assets acquired or disposed of, compared with the Group's net profits.


(c) The aggregate value of consideration given or received,

compared with the Company's market capitalisation

based on the total number of issued shares excluding

treasury shares.(3)

: 25.2%(4)

(d) The number of equity securities issued by the Company

as consideration for an acquisition, compared with the

number of equity securities previously in issue.


Notes:

(1) Rule 1006(a) of the Listing Manual is not applicable to an acquisition of assets.

(2) It would not be meaningful to attribute profits to the Premises as the Premises will be utilised by

the Company for its operations.

(3) The Company's market capitalisation is based on the closing price of the Shares of S$0.165 on13 May 2010, assuming the SPA had been entered into on 14 May 2010.

(4)Based on the following exchange rates as at 13 May 2010:

S$1.00 : RMB 4.923S$1.00 : HK$5.62

RMB1.00 : HK$1.1415

(5) Rule 1006(d) of the Listing Manual is not applicable as no equity securities will be issued by theCompany in connection with the Proposed Acquisition.

As the relative percentage under Rule 1006(c) of the Listing Manual exceeds 20 per cent., the

Proposed Acquisition constitutes a major transaction under Chapter 10 of the Listing Manual.

The Proposed Acquisition is therefore subject to the approval of Shareholders in generalmeeting and accordingly, the SGM will be convened to seek Shareholders' approval for WAE

Shanghai to enter into the SPA and to complete the Proposed Acquisition. Please note that inthe event that the Company is unable to obtain the approval of Shareholders for the entry byWAE Shanghai into the SPA, the Deposit will be forfeited by the Vendor.

4. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

For illustrative purposes only, the pro forma financial effects of the Proposed Acquisition,

based on the consolidated financial statements of the Group for the financial year ended 31

March 2010, being the latest consolidated financial statements of the Group, are as follows:

10



4.1 Net Profits

As the Premises will be utilised by the Company for its operations, there are no profits

attributable to the Premises being acquired.

4.2 Effect on NTA per share

For illustrative purposes only, assuming that the Proposed Acquisition had been effected at

the end of the financial year ended 31 March 2010, the effects of the Proposed Acquisition on

the NTA per share of the Group as at 31 March 2010 are as follows:

Before Proposed Acquisition After Proposed Acquisition

NTA (HK$ '000) 410,878 408,911

NTA per share (HK

Cents)132.54 131.91

4.3 EPS

For illustrative purposes only, assuming that the Proposed Acquisition had been effected at

the beginning of the financial year ended 31 March 2010, the effects of the Proposed

Acquisition on the EPS of the Group for the financial year ended 31 March 2010 are as

follows:


Profit attributable to

Shareholders

(HK$ '000)

70,526 68,559

Weighted average

number of Shares310,000,000 310,000,000

EPS (HK Cents) 22.75 22.12

4.4 Gearing

The effects of the Proposed Acquisition on the gearing of the Group as at 31 March 2010 are

as follows:


Net debt (HK$ '000) 276,490 348,934

Equity (HK$ '000) 410,878 408,911

Gearing (times) 0.67 0.85

5. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

5.1 Based on the register maintained by the Company pursuant to Section 164 of the Companies

Act and save as disclosed below, none of the Directors currently holds a direct or deemedinterest in the Shares as at the Latest Practicable Date.

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Number of Shares

Direct

Interest

Deemed

Interest *

Total

Interest

Total Interest

(%)(4)

Mr. Leung Chun Wah - 78,465,712(1)

78,465,712 25.3115

Mr. Kwok Chan Cheung - 32,898,143(2)

32,898,143 10.6123

Mr. Hung Yuk Choy - 21,500,995(3)

21,500,995 6.9358

Notes:

* Pursuant to Section 7 of the Companies Act.

(1)Mr Leung Chun Wah is deemed interested in the Shares held through Max Power Assets

Limited, HSBC Private bank (Suisse) SA Nassau Client Account and shares held by his wife,

Cheng Wai Yin, Susana.

(2)Mr Kwok Chan Cheung is deemed interested in the Shares held through Global Success

International Limited.

(3)Mr Hung Yuk Choy is deemed interested in the Shares held through Optimist Profits Limited.

(4)As a percentage of the issued share capital of the Company comprising 310,000,000 Shares as

at the Latest Practicable Date.

5.2 Based on the register maintained by the Company pursuant to Section 88 of the Companies

Act, the substantial shareholders and their interests in the Shares as at the Latest Practicable

Date are as follows:

Number of Shares Number of Shares

Name of Shareholder DirectInterest %

(x)

DeemedInterest* %

(x)

Global Success InternationalLimited

32,898,143 10.6123 - -

Max Power Assets Limited 24,461,750 7.8909 50,954,212(i)

16.4368Optimist Profits Limited 21,500,995 6.9358 - -Cheng Wai Yin, Susana 3,049,750 0.9838 75,415,962

(ii)24.3277

Leung Chun Wah - - 78,465,712(iii)

25.3115Kwok Chan Cheung - - 32,898,143

(iv)10.6123

Hung Yuk Choy - - 21,500,995(v)

6.9358Lee Woon Nin - - 75,415,962

(vi)24.3277

HSBC International Trustee

Limited

- - 75,415,962(vii)

24.3277

The Bank of BermudaLimited

- - 75,415,962(viii)

24.3277

HSBC Asia Holdings BV - - 75,415,962(viii)

24.3277HSBC Asia Holdings (UK)Limited

- - 75,415,962(viii)

24.3277

HSBC Holdings BV - - 75,415,962(viii)

24.3277HSBC Finance (Netherlands) - - 75,415,962

(viii)24.3277

HSBC Holdings Plc - - 75,415,962(viii)

24.3277Yeo Seng Chong 1,050,000 0.3387 15,325,000

(ix)4.9435

Notes:

* Pursuant to Section 7 of the Companies Act.

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(i) Max Power Assets Limited

Deemed interests in the Shares held through HSBC Private Bank (Suisse) SA Nassau Client

Account.

(ii) Ms Cheng Wai Yin, Susana

Deemed interest held through her husband, Mr Leung Chun Wah (Mr Leung has deemed

interests in the Shares held through Max Power Assets Limited and HSBC Private Bank

(Suisse) SA Nassau Client Account).

(iii) Mr Leung Chun Wah

Deemed interest in the Shares held through Max Power Assets Limited, HSBC Private Bank

(Suisse) SA Nassau Client Account and Shares held by his wife, Cheng Wai Yin, Susana.

(iv) Mr Kwok Chan Cheung

Deemed interest held through Global Success International Limited.

(v) Mr Hung Yuk Choy

Deemed interest held through Optimist Profits Limited.

(vi) Lee Woon Nin

Deemed interests in the direct and deemed interests of Max Power Assets Limited.

(vii) HSBC International Trustee Limited

Deemed interests in the Shares held by Max Power Assets Limited and HSBC Private Bank

(Suisse) SA Nassau Client Account.

(viii) The Bank of Bermuda Limited, HSBC Asia Holdings BV, HSBC Asia Holdings (UK) Limited,

HSBC Holdings BV, HSBC Finance (Netherlands), HSBC Holdings Plc

Deemed interests held through HSBC International Trustee Limited, which is a wholly-owned

subsidiary of The Bank of Bermuda, which is a wholly-owned subsidiary of HSBC Asia Holdings

BV, which is a wholly-owned subsidiary of HSBC Asia Holdings (UK) Limited, which is a wholly-

owned subsidiary of HSBC Holdings BV, which is a wholly-owned subsidiary of HSBC Finance

(Netherlands), which is a wholly-owned subsidiary of HSBC Holdings Plc.

(ix) Mr Yeo Seng Chong

Deemed interests held through Yeoman Capital Management Pte Ltd, in which Mr Yeo Seng

Chong has a controlling interest.

(x) As a percentage of the issued share capital of the Company comprising 310,000,000 Shares as

at the Latest Practicable Date.

5.3 As at the Latest Practicable Date, none of the Directors or controlling shareholders has any

interest, direct or indirect, in the Proposed Acquisition, save in respect of his/its shareholdings

(if any) in the Company.

6. SERVICE CONTRACTS OF DIRECTORS

There are no directors who are proposed to be appointed to the Company in connection with

the Proposed Acquisition.

7. DIRECTORS' RECOMMENDATION

The Directors, having considered the basis for the Purchase Price, the rationale for the

Proposed Acquisition and the terms of the Proposed Acquisition, are collectively of the view

that the Proposed Acquisition is in the interests of the Company and accordingly, recommend

13



that Shareholders vote in favour of the ordinary resolution in relation to the Proposed

Acquisition as set out in the Notice of Special General Meeting.

8. SPECIAL GENERAL MEETING

The SGM, notice of which is set out on page 30 of this Circular (the "Notice of SpecialGeneral Meeting"), will be held at 101 Thomson Road, #30-02 United Square,

Singapore 307591 on 28 June 2010 at 10.00 a.m. for the purpose of considering and, if

thought fit, passing, with or without any amendment, the resolution set out in the Notice of

Special General Meeting, which will be proposed as an ordinary resolution.

9. ACTION TO BE TAKEN BY SHAREHOLDERS

The Company is incorporated in Bermuda and is subject to the Bermuda Act and Bermuda

law. Under the Bermuda Act, only those persons who agree to become shareholders of a

Bermuda company and whose names are entered on the register of members of such

company may be shareholders, with rights to attend and vote at general meetings.Accordingly, depositors would not be recognised as Shareholders and would not have a right

to attend and to vote at general meetings of the Company.

However, the Bye-Laws of the Company provide that CDP shall be deemed to have appointed

as CDP's proxies each of the depositors who are individuals and whose names are shown in

the records of CDP as at a time not earlier than 48 hours prior to the time of the relevant

general meeting, supplied by CDP to the Company. Therefore, depositors who are individuals

can attend and vote at the SGM without the lodgement of any proxy form. Depositors who are

individuals and who cannot attend the SGM personally may enable their nominees to attend

as CDP's proxies by completing, signing and returning the appropriate proxy form

accompanying this Circular in accordance with the instructions printed thereon as soon as

possible and in any event, so as to arrive at the offices of the Company's Singapore share

transfer agent, Intertrust Singapore Corporate Services Pte Ltd at 3 Anson Road, #27-01

Springleaf Tower, Singapore 079909, not less than 48 hours before the time appointed for

holding the SGM or at any adjournment thereof.

In the case of depositors who are not individuals, they can only be represented at the SGM if

their nominees are appointed as CDP's proxies. Such depositors would still need to complete

and lodge proxy forms to appoint their nominees as proxies of CDP. The proxy forms must be

executed and deposited at the offices of the Company's Singapore share transfer agent,

Intertrust Singapore Corporate Services Pte Ltd at 3 Anson Road, #27-01 Springleaf Tower,

Singapore 079909, not less than 48 hours before the time appointed for holding the SGM or at

any adjournment thereof, to enable the nominees to attend and vote at the SGM.

10. DIRECTORS' RESPONSIBILITY STATEMENT

This Circular has been approved by all the Directors. The Directors (including those who may

have been delegated detailed supervision of the preparation of this Circular) collectively and

individually accept full responsibility for the accuracy of the information given in this Circular

and confirm, having made all reasonable enquiries, that to the best of their knowledge and

belief, the facts stated in this Circular are accurate and fair in all material respects as at the

Latest Practicable Date and there are no material facts the omission of which would make any

statement in this Circular misleading.

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Where information has been extracted from published or otherwise publicly available sources,

the sole responsibility of the Directors has been to ensure that such information has been

accurately extracted from such sources or, as the case may be, reflected or reproduced in this

Circular.

11. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Deposit Contract, a draft of the SPA and a copy of the Valuation Report are

available for inspection at (a) the registered office of the Company at Canon's Court, 22

Victoria Street, Hamilton HM12, Bermuda as well as at (b) the Company's principal place of

business at 24/F Wyler Centre Phase 2, 200 Tai Lin Pai Road, Kwai Chung, New Territories,

Hong Kong during normal business hours for a period of three (3) months commencing from

10 June 2010.

Yours faithfully,

For and on behalf of the Board of DirectorsWILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED

Mr. Leung Chun Wah

Chairman

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ANNEX

Valuation Report

16

The Level 33 of International Corporate City ()

No. 3000, North Zhongshan Road

Putuo DistrictShanghaiThe People's Republic of China

Valuation Report



DTZ, 42-43F, Plaza 66, Tower 2, 1366 Nanjing Road West, Shanghai, 200040 China

Tel (8621) 2208 0088 Fax (8621) 6288 7526DTZ1366242-43 200040

(8621) 2208 0088 (8621) 6288 7526

Over 12,500 staff operating from 160 offices in 46 countries 4416012,500

Our ref.: SH/10/682036GYR/SLZ/STD/RAY

14 May 2010

The Directors

Willas-Array Electronics (Shanghai) Limited

Block A-E2, 7F

Sun Tong Infoport Plaza

No. 55, West Huaihai Road

Shanghai

the PRC

Dear Sirs,

Re : The Level 33 of International Corporate City ( ), No. 3000, North

Zhongshan Road, Putuo District, Shanghai

Instructions,Purpose &

Date of Valuation

We refer to your instruction for us to prepare a valuation of the market value of

the captioned property interest ( Republic of China ("the PRC"), we confirm that we have carried outinspection, made relevant enquiries and obtained such further information as our opinion of the Market Value of the Property, as at 13 May 2010 Dateof V public disclosure purpose.

Basis of Valuation

Our valuation of the Property represents its Market Value in accordance withthe Valuation Standards on Properties of the Hong Kong Institute of Surveyorsis defined the estimated amount for which a property should exchange on thedate of valuation between a willing buyer -length

transaction after proper marketing wherein the parties had each actedknowledgeably, prudently and without compulsion.

In valuing the Property, we have complied with the requirements set out in theValuation Standards (First Edition 2005) on Valuation of Properties publishedby The Hong Kong Institute of Surveyors.

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The Level 33 of International Corporate City (),

No. 3000, North Zhongshan Road, Putuo District, Shanghai, the PRCDate of Valuation:

13 May 2010

ValuationAssumptions Our valuation excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, specialconsiderations or concessions granted by anyone associated with the sale, or anyelement of special value.

In the course of our valuation of the Property which is situated in the PRC, we haveassumed that transferable land use rights in respect of the Property for a specificterm at nominal annual land use fees have been granted and that any premiumhas already been fully settled. We have also assumed that the grantee or the user of the Property has free and uninterrupted rights to use or to assign or lease theProperty for the whole of the unexpired term as granted. We have relied on theadvice given by the Company regarding the title to the Property. For the purpose of

our valuation, we have assumed that the grantee has enforceable title to theProperty.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Property nor for any expenses or taxation which may beincurred in effecting a sale. Unless otherwise stated, it is assumed that the Propertyis free from encumbrances, restrictions and outgoing of an onerous nature whichcould affect its value.

Method of Valuation

In arriving at our opinion of the Market Value of the Property, we have adopted theDirect Comparison Approach assuming sale with the benefit of vacant possessionand by making reference to comparable sales evidence as available in the relevantmarket.

Source of Information

We have relied to a considerable extent on the information given by theCompany and have accepted advice given to us on such matter as statutorynotices or easements, tenure, building specifications, identification of thebuilding, floor area and all other relevant matters.

Dimensions, measurements and areas included in the valuation certificateattached are based on information contained in the documents provided to us

and are therefore only approximations. We have had no reason to doubt thetruth and accuracy of the information provided to us which is material to thevaluation. We are also advised by the Company that no material facts havebeen omitted from the information supplied.

TitleInvestigation

We have been provided by the Company with copies of some documents inrelation to the title of the Property. However, we did not carry out searches toverify the ownership of the Property or to ascertain any amendments whichmay not appear on the copies handed to us.

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13 May 2010

SiteInspection We have inspected the exterior and, where possible, the interior of the

Property. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, ableto report that the Property is free of rot, infestation or other structural defects.We have not been able to carry out on-site measurements to verify the siteand floor areas of the Property and we have assumed that the areas shownon the copies of the documents handed to us are correct.

Currency &Exchange

Unless otherwise stated, all sums stated in our valuation are in Renminbi, theofficial currency of the PRC.

We enclose herewith the valuation certificate.

Yours faithfully,For and on behalf of DTZInternational Property Advisers (Shanghai) Co., Ltd

Hans Gu Director Valuation and Advisory ServicesRegistered Real Estate Appraiser (P.R. China)

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13 May 2010

VALUATION CERTIFICATE

Property Description and tenureParticulars of occupancy

Market valuein existing state

as at13 May 2010

The Level 33 of International

Corporate City (

), No. 3000,

North ZhongshanRoad,Putuo District,Shanghai,the PRC

International Corporate City (

) is a 44-storey office building above

a 4-storey car parking basement. It is

of reinforced concrete constructionwith exteriors of glass curtain wallsand was completed in 2009.

The Property is the whole level 33 of

International Corporate City (

). The Property comprises 8 office

units and one storeroom with a totalgross floor area of approximately1,775.21 sq.m.

According to Shanghai Certificate of Real Estate Ownership HFDPZ No.

(2009)041793, the breakdown of gross floor area of the Property issummarized as follows:

UnitsGFA

(sq.m.)Usage

3301 354.62 office

3302 281.11 office

3303 113.52 office

3304 113.52 office

3305 354.63 office

3306 280.97 office

3307 113.52 office

3308 113.52 office3309 49.80 storeroom

Total 1,775.21

Vertical accessibility within thebuilding is served by means of 13passenger lifts, 2 cargo lifts and 2 setsof common staircases. Central air-conditioning system, electronicsecurity system, automatic firedetection system and sprinkler systemare also provided throughout thebuilding.

At the time of our inspection, theProperty iscurrently vacant.

RMB63,800,000

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13 May 2010

Property Description and tenureParticulars of occupancy

Market valuein existing state

as at13 May 2010

(condt) According to Shanghai Certificate of Real Estate Ownership HFDPZ No.(2009)041793, the land use rights of the Property have been granted for aland use term of 50 yearscommencing from 30 July 2004 to 29

July 2054 for composite use.

-- --

21





13 May 2010

Notes :-

(1) Pursuant to Shanghai Certificate of Real Estate Ownership HFDPZ No. (2009)041793 issuedby Shanghai Housing and Land Resources Administration Bureau dated on 18 December

2009, the Property with a total gross floor area of 1,775.21 sq.m was vested in the name of

and the land use rights of the Property have been granted for a land

use term of 50 years commencing from 30 July 2004 to 29 July 2054 for composite use. Thebreakdown of gross floor area of the Property is as follows:-

(2) Based on the information provided by the Company, we have prepared our valuation on thefollowing assumptions:-

(i) is in possession of a proper legal title to the Property and is

entitled to transfer the Property together with the residual term of its land use rights at no

extra land grant fee or premium payable to the government;

(ii) all land premium and costs of works of resettlement and provision of public utilitiesservices and others have been settled in full;

(iii) the design and construction of the building are in compliance with the local planningregulations and have been approved by the relevant government authorities; and

(iv) the Property can be freely disposed of to third parties.

(3) In accordance with the information provided to us, the status of title and grant of major approvaland licenses are as follows :-

Shanghai Certificate of Real Estate Ownership Yes

Units GFA(sq.m.)

3301 354.62

3302 281.11

3303 113.52

3304 113.52

3305 354.63

3306 280.97

3307 113.52

3308 113.52

3309 49.80

Total 1,775.21

22



LOCATIONPLAN

FORIDENTIFICATION

PPURPOSEONLY

23



The Level 33 of International Corporate City(),No. 3000, North Zhongshan Road, Putuo District, Shanghai, the PRC

Date of Valuation:13 May 2010

Photos of the Property

International Corporate City

Lift lobby

24



The Level 33 of International Corporate City(),No. 3000, North Zhongshan Road, Putuo District, Shanghai, the PRC

Date of Valuation:13 May 2010

Interior photo (1)

Interior photo (2)

25



26



27



28



29



WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED

(Company Registration Number: 28969)


NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of Willas-Array Electronics (Holdings)Limited (the "Company") will be held at 101 Thomson Road, #30-02 United Square, Singapore

307591 on 28 June 2010 at 10.00 a.m. for the purpose of considering and, if thought fit, passing the

following resolution:

AS AN ORDINARY RESOLUTION:

PROPOSED ACQUISITION

THAT:

(a) approval be and is hereby given for the entry by Willas-Array Electronics (Shanghai) Limited

("WAE Shanghai"), an indirect wholly-owned subsidiary of the Company, into a sale andpurchase agreement (the "SPA") with Shanghai Great Wall Development Company Limited

("SGWDC"), for the acquisition by WAE Shanghai from SGWDC of the properties consisting of

Units 3301, 3302, 3303, 3304, 3305, 3306, 3307, 3308 and 3309 of Level 33 of the

International Corporate City, 3000 North Zhongshan Road, Putuo District, Shanghai, PRC (the

"Proposed Acquisition") for a consideration of RMB 63,463,757.50; and

(b) the Directors of the Company be and are hereby authorised to complete and do all such acts

and things (including negotiating, signing, executing and delivering all such documents and

approving any amendments, alterations or modifications to any document and affixing the

common seal of the Company to any such documents (if necessary), including, without

limitation, the SPA) in connection with the Proposed Acquisition as they may consider

necessary, desirable or expedient to give effect to this Resolution as they may deem fit.

By Order of the Board

Leung Hon Shing (Mr)

Company Secretary

Singapore

10 June 2010

Notes:

(a) With the exception of the Central Depository (Pte) Ltd. (the "Depository") who may appoint more than two (2)

proxies, a member of the Company entitled to attend and vote at the above meeting is entitled to appoint no more

than two (2) proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

(b) Where a form of proxy appoints more than one (1) proxy (including the case where such appointment results from a

nomination by the Depository), the proportion of the shareholding concerned to be represented by each proxy shall be

specified in the form of proxy.

(c) A corporation which is a member of the Company may authorise by resolution of its directors or other governing body

such person as it thinks fit to act as i ts corporate representative at the meeting.

(d) To be valid, the instrument appointing a proxy or proxies, or nominating a proxy or proxies on behalf of the Depository

together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of

such power or authority, must be deposited at the office of the Company's Singapore share transfer agent, Intertrust

Singapore Corporate Services Pte Ltd, 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909 not less than 48

hours before the time appointed for holding the meeting or at any adjournment thereof. Detailed instructions can be

found on the Proxy Form(s).

30



_________________________________________________________________________________

IMPORTANT NOTICE

_________________________________________________________________________________

The Company is incorporated in Bermuda and is subject to the Bermuda Act and Bermuda law.

Under the Bermuda Act, only those persons who agree to become shareholders of a Bermuda

company and whose names are entered on the register of members of such company may beshareholders, with rights to attend and vote at general meetings. Accordingly, depositors

would not be recognised as Shareholders and would not have a right to attend and to vote at

general meetings of the Company.

However, the Bye-Laws of the Company provide that CDP shall be deemed to have appointed

as CDP's proxies each of the depositors who are individuals and whose names are shown in

the records of CDP as at a time not earlier than 48 hours prior to the time of the relevant

general meeting, supplied by CDP to the Company. Therefore, depositors who are individuals

can attend and vote at the SGM without the lodgement of any proxy form. Depositors who are

individuals and who cannot attend the SGM personally may enable their nominees to attend as

CDP's proxies by completing, signing and returning the appropriate proxy form accompanying

this Circular in accordance with the instructions printed thereon as soon as possible and inany event, so as to arrive at the offices of the Company's Singapore share transfer agent,



any adjournment thereof.

In the case of depositors who are not individuals, they can only be represented at the SGM if

their nominees are appointed as CDP's proxies. Such depositors would still need to complete

and lodge proxy forms to appoint their nominees as proxies of CDP. The proxy forms must be

executed and deposited at the offices of the Company's Singapore share transfer agent,



any adjournment thereof, to enable the nominees to attend and vote at the SGM.

Willas Array

Documents

Transcript of Willas Array