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 Malaysia Berhad ("Bursa Securities") has only conducted limited review on this Circular pursuant to the Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. 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

PROPOSED BONUS ISSUE OF UP TO 151,285,190 NEW ORDINARY SHARES IN WONG ENGINEERING CORPORATION BERHAD ("WECB") ("WECB SHARE(S)" OR "SHARE(S)")

("BONUS SHARE(S)") ON THE BASIS OF 6 BONUS SHARES FOR EVERY 5 EXISTING WECB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE OF SHARES")

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 Wong Engineering Corporation Berhad, 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 Wednesday, 20 October 2021 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

: Monday, 18 October 2021 at 10.00 a.m.

Date and time of the EGM

: Wednesday, 20 October 2021 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 4 October 2021

DEFINITIONS

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

"Act"

: The Companies Act 2016, and any amendments made thereto from time

to time

"AGM"

: Annual General Meeting of WECB

"Board"

: The Board of Directors of WECB

"Bonus Share(s)"

: Up to 151,285,190 new WECB Shares to be issued pursuant to the

Proposed Bonus Issue of Shares

"Bursa Depository"

: Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854

(165570-W))

"Bursa Securities"

:

Bursa Malaysia Securities Berhad (Registration No. 200301033577

(635998-W))

"Circular"

: This circular dated 4 October 2021 in relation to the Proposed Bonus

Issue of Shares

"COVID-19"

:

Coronavirus disease 2019

"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"

: Extraordinary General Meeting of WECB

"Entitlement Date"

: A date to be determined and announced later by our Board, on which the

names of the shareholders of our Company must appear in the Record

of Depositors of our Company as at 5.00 p.m. in order to participate in

the Proposed Bonus Issue of Shares

"EPS"

:

Earnings per Share

"FYE"

: Financial year ended/ ending

"Listing Requirements"

: Main Market Listing Requirements of Bursa Securities

"LPD"

: 24 September 2021, being the latest practicable date prior to the printing

and dispatch of this Circular

"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 and the Private Placement

is implemented prior to the implementation of the Proposed Bonus Issue

of Shares

"Minimum Scenario"

:

Assuming none of the treasury shares are resold and the Private

Placement is implemented prior to the implementation of the Proposed

Bonus Issue of Shares

"NA"

:

Net asset attributable to ordinary equity holders of our Company

i

DEFINITIONS (CONT'D)

"Placement Share(s)"

: Up to 11,460,999 new WECB Shares that may be issued pursuant to the

Private Placement

"Private Placement"

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

up to 10% of the total number of issued shares of WECB as at the LPD

to third party investor(s) to be identified later at an issue price to be

determined and announced later in accordance with the general

mandate pursuant to Sections 75 and 76 of the Act

"Proposed Bonus Issue

: Proposed bonus issue of up to 151,285,190 Bonus Shares on the basis

of Shares"

of 6 Bonus Shares for every 5 existing WECB Shares held on the

Entitlement Date

"Record of Depositors"

: A record of depositors established by Bursa Depository under the Rules

of Bursa Depository

"RM" and "sen"

: Ringgit Malaysia and sen, respectively

"UOBKH" or the

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

"Adviser"

(194990-K))

"VWAP"

: Volume weighted average market price

"WECB" or our

: Wong Engineering Corporation Berhad (Registration No. 199601037606

"Company"

(409959-W))

"WECB Group" or our

:

WECB and its subsidiary companies, collectively

"Group"

"WECB Share(s)" or

:

Ordinary share(s) in WECB

"Share(s)"

Unless otherwise stated and wherever applicable, the amount represented in this Circular has been rounded to the nearest whole sen, for ease of reference.

Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.

References to "you" or "your(s)" in the Circular are made to shareholders of WECB and references to "our Company" or "the Company" or "we" or "us" or "our" or "ourselves" are made to our Company, and where the context requires, our Company and our subsidiaries. Unless the context otherwise requires, references to "Board" are to our Board of Directors and "Management" are to our Executive Directors and key management personnel as at the LPD of this Circular.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

ii

TABLE OF CONTENT

PAGE

EXECUTIVE SUMMARY

iv

LETTER TO THE SHAREHOLDERS OF WECB CONTAINING:-

1.

INTRODUCTION

1

2.

DETAILS OF THE PROPOSED BONUS ISSUE OF SHARES

2

3.

RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE

4

OF SHARES

4.

EFFECTS OF THE PROPOSED BONUS ISSUE OF SHARES

5

5.

HISTORICAL SHARE PRICES

10

6.

APPROVALS REQUIRED/ OBTAINED

10

7.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF

11

EXECUTIVE AND/ OR PERSONS CONNECTED TO THEM

8.

ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE

11

FOR IMPLEMENTATION

9.

PROPOSALS ANNOUNCED BUT PENDING COMPLETION

12

10.

DIRECTORS' RECOMMENDATION

12

11.

EGM

12

12.

FURTHER INFORMATION

12

APPENDIX

I.

FURTHER INFORMATION

13

NOTICE OF EGM

ENCLOSED

ADMINSITRATIVE GUIDE

ENCLOSED

PROXY FORM

ENCLOSED

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

iii

EXECUTIVE SUMMARY

This Executive Summary highlights only the salient information of the Proposed Bonus Issue of Shares. The shareholders of WECB are advised to read the Circular in its entirety for further details and not to rely solely on this Executive Summary in forming a decision on the Proposed Bonus Issue of Shares before voting at the EGM.

Reference

Key information

Description

to Circular

Issue size and basis

The Proposed Bonus Issue of Shares entails the issuance of up to

Section 2

of allotment

151,285,190 Bonus Shares on the basis of 6 Bonus Shares for every 5

existing WECB Shares held by our shareholders whose names appear in

our Record of Depositors on the Entitlement Date.

Rationale

and

i.

To increase the number of WECB Shares held by our

Section 3

justifications

shareholders at no cost to be incurred by our shareholders, while

maintaining their percentage shareholding held in our Company;

ii.

To potentially result in improved trading liquidity of WECB Shares

by increasing the number of Shares in issue;

iii.

To result in WECB Shares being more affordable without

affecting the market capitalisation of our Company, which may

encourage greater participation by a wider group of public

shareholders and investors; and

iv.

To maintain our reserves and NA as the Proposed Bonus Issue

of Shares will be implemented via the adoption of the enhanced

bonus issue framework without capitalisation of our reserves.

Effects

The effects of the Proposed Bonus Issue of Shares are as follows:-

Section 4

i.

Increase the number of WECB Shares in issue without affecting

our issued share capital in RM value;

ii.

No effect on the gearing ratio and the earnings of our Group, and

the percentage shareholding of our shareholders; and

iii.

However, NA per Share and EPS of our Group will be diluted due

to the increase in the number of WECB Shares in issue.

Interests

of

None of

our Directors, major shareholders, chief executive and/ or

Section 7

Directors,

major

persons connected to them have any interest, either direct or indirect, in

shareholders,

chief

the Proposed Bonus Issue of Shares, save for their respective

executive and/ or

entitlements as our shareholders, which are also available to all other

persons connected

shareholders of our Company.

Approvals required/

The Proposed Bonus Issue of Shares is conditional upon the following

Section 6

obtained

approvals being obtained:-

i.

Bursa Securities for the listing and quotation of the Bonus Shares

on the Main Market of Bursa Securities, which was obtained vide

its letter dated 27 September 2021;

ii.

Our shareholders at the forthcoming EGM; and

iii.

Any other relevant authority and/ or third parties, if required.

Directors'

Our Board, after having considered all aspects of the Proposed Bonus

Section 10

recommendation

Issue of Shares, which include, but are not limited to, the basis, the

rationale

and the pro forma effects of the Proposed Bonus Issue of

Shares, is of the opinion that the Proposed Bonus Issue of Shares is in the best interest of our Company.

Accordingly, our Board recommends that you VOTE IN FAVOUR of the resolution pertaining to the Proposed Bonus Issue of Shares to be tabled at the forthcoming EGM.

iv

Attachments

  • Original document
  • Permalink

Disclaimer

Wong Engineering Corporation Bhd published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2021 08:13:17 UTC.