Techcomp : Announcements and Notices - FORM OF ACCEPTANCE AND AUTHORISATION FOR OFFER SHARES

THIS FORM OF ACCEPTANCE AND AUTHORISATION FOR SHARES ("FAA") IS IMPORTANT. THIS FAA IS NOT A TRANSFERABLE OR NEGOTIABLE DOCUMENT AND IS ONLY FOR USE BY THE DEPOSITOR(S) WHOSE NAME(S) APPEAR BELOW. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

THIS FAA RELATES TO THE LISTCO OFFER DOCUMENT DATED 21 AUGUST 2018 ("LISTCO OFFER DOCUMENT") IN RELATION TO THE LISTCO SHARE OFFER. UNLESS OTHERWISE DEFINED OR THE CONTEXT REQUIRES OTHERWISE, CAPITALISED TERMS USED IN THIS FAA BEAR THE SAME MEANING ASCRIBED IN THE LISTCO OFFER DOCUMENT.

THE AVAILABILITY OF THE LISTCO SHARE OFFER TO SHAREHOLDERS WHOSE ADDRESSES ARE OUTSIDE SINGAPORE ("OVERSEAS SHAREHOLDERS") AS SHOWN IN THE RECORDS OF THE CENTRAL DEPOSITORY (PTE) LIMITED ("CDP") MAY BE AFFECTED BY THE LAWS OF THE RELEVANT OVERSEAS JURISDICTIONS. SUCH OVERSEAS SHAREHOLDERS ARE ADVISED TO READ THE SECTION ENTITLED "IMPORTANT NOTE TO OVERSEAS SHAREHOLDERS AND OVERSEAS OPTIONHOLDERS" IN THE LISTCO OFFER DOCUMENT CAREFULLY.

UNCONDITIONAL MANDATORY CASH OFFER ("LISTCO SHARE OFFER") BY DELOITTE & TOUCHE CORPORATE FINANCE LIMITED ("DELOITTE CORPORATE FINANCE"), FOR AND ON BEHALF OF BAODI INTERNATIONAL INVESTMENT COMPANY LTD ("OFFEROR"), FOR ALL THE ISSUED AND PAID-UP ORDINARY SHARES IN THE CAPITAL OF TECHCOMP (HOLDINGS) LIMITED ("COMPANY") (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) ("OFFER SHARES")

UNCONDITIONAL MANDATORY CASH OFFER FOR

TECHCOMP (HOLDINGS) LIMITED

FORM OF ACCEPTANCE AND AUTHORISATION FOR OFFER SHARES

(THIS FAA NEED NOT BE SUBMITTED TO CDP IF YOU DO NOT WISH TO ACCEPT THE LISTCO SHARE OFFER)

NAME(S) AND ADDRESS OF DEPOSITOR(S)

Securities Account Number

Last date and time for acceptance of the Listco Share Offer: 4:00 p.m. (Singapore time) on 11 September 2018 or such later date(s) as may be announced from time to time by or on behalf of the Offeror ("Listco Offers Closing Date").

If your purchase of the above Offer Shares was settled through your Central Provident Fund ("CPF") approved agent bank, finance company or depository agent and you wish to accept the Listco Share Offer, your acceptance would have to be made through your CPF approved agent bank included under the CPF Investment Scheme, finance company or depository agent. In such instances, you need not submit this FAA to CDP.

To:

BAODI INTERNATIONAL INVESTMENT COMPANY LTD c/o The Central Depository (Pte) Limited

Dear Sirs,

The consideration for acceptance of the Listco Share Offer is the Listco Share Offer Price, being HK$3.267 in cash for each Offer Share, as stated in the Listco Offer Document. Payment of the Listco Share Offer Price will be made by way of a Singapore Dollar cheque drawn on a bank in Singapore for the appropriate amount based on the prevailing HK Dollar to Singapore Dollar exchange rate as at such latest practicable date prior to payment of the same by the Offeror, or in such other manner as you may have agreed with CDP for the payment of any cash distributions.

The acceptance of the Listco Share Offer at the Listco Share Offer Price, by way of execution of this FAA in accordance with Section A below, is subject to the terms and conditions set out below and in the Listco Offer Document.

Irrevocable Acceptance. My/Our completion, execution and submission of this FAA shall constitute my/our irrevocable acceptance of the Listco Share Offer, upon the terms and subject to the conditions contained in the Listco Offer Document.

Assistance. I/We irrevocably undertake to execute such other documents and to do such acts and things as may be required to give effect to such acceptance and the transfer of the below-mentioned Offer Shares to the Offeror or the Transferee, and to enable the Offeror or any person nominated in writing by the Offeror (hereinafter called "Transferee") to exercise all rights and receive all benefits accruing to or arising from the below-mentioned Offer Shares as specified in the Listco Offer Document.

Warranty. I/We unconditionally and irrevocably warrant that the Offer Shares in respect of which the Listco Share Offer is accepted by me/us are, and when transferred to the Offeror or the Transferee, will be (a) fully paid; (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and (iii) together with all rights, benefits and entitlements attached thereto as at the date of the Listco Share Offer and thereafter attaching thereto (including but not limited to the right to receive and retain all dividends, rights, other distributions and return of capital (if any) which may be announced, declared, paid or made by the Company on or after the date of the Listco Share Offer.

CDP Authorisation - Suspense Account. I/We irrevocably authorise CDP to take such measures as it may consider necessary or expedient to prevent any trading of the Offer Shares in respect of which I/we have accepted the Listco Share Offer during the period commencing on the date of receipt of this FAA by CDP, for and on behalf of the Offeror, and ending on the date of settlement of the consideration for such Offer Shares (including, without limitation, transferring the relevant number of such Offer Shares from my/our Singapore Securities Account into a suspense account).

CDP Authorisation - Transfer. I/We irrevocably authorise CDP to debit my/our Singapore Securities Account and to credit the Singapore Securities Account of the Offeror, or the Singapore Securities Account of the Transferee, with the relevant number of Offer Shares in respect of which I/we have accepted the Listco Share Offer on the date of settlement of the consideration for such Offer Shares in accordance with its terms.

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CDP Authorisation - Disclosure. I/We irrevocably authorise CDP to give, provide, divulge, disclose or reveal any information pertaining to my/our Singapore Securities Account maintained in CDP's record, including, without limitation, my/our name(s), my/our NRIC or passport number(s), Singapore Securities Account number, address(es), the number of Offer Shares standing to the credit of my/our Singapore Securities Account, the number of Offer Shares tendered by me/us in acceptance of the Listco Share Offer, information pertaining to the level of acceptance of the Listco Share Offer and any other information to the Offeror, the Transferee, Deloitte Corporate Finance (which is acting for and on behalf of the Offeror) and any other relevant parties as CDP may deem fit for the purposes of the Listco Share Offer and my/our acceptance thereof.

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Listco Share Offer Unconditional. As the Listco Share Offer is unconditional in all respects, CDP will send you a notification letter stating the number of Offer Shares debited from your Singapore Securities Account together with payment of the Listco Share Offer Price by way of a Singapore Dollar cheque drawn on a bank in Singapore for the appropriate amount based on the prevailing HK Dollar to Singapore Dollar exchange rate as at such latest practicable date prior to payment of the same by the Offeror, or in such other manner as you may have agreed with CDP for the payment of any cash distributions.

SECTION A - ACCEPTANCE THROUGH FAA

I/We hereby irrevocably authorise CDP to effect the transfer from my/our Singapore Securities Account with CDP of the following number of Offer Shares to the Singapore Securities Account maintained with CDP of the Offeror or the Transferee:

Please indicate the number of Offer Shares you wish to tender in acceptance of the Listco Share Offer

Part ANumber of Offer Shares now standing to the credit of the "Free Balance" of my/our Singapore Securities Account in respect of which the Listco Share Offer is accepted

NOTE: Please refer to paragraphs 2 and 3 of page 2 of this FAA for instructions on inserting the number of Offer Shares above.

PLEASE SIGN HERE

Date Signature(s) / Thumbprint(s) of Depositor(s)/Joint Depositors.

For corporations, please sign as per your signing mandate and where appropriate, the Common Seal to be affixed in accordance with your Constitution or relevant constitutive documents.

UNCONDITIONAL MANDATORY CASH OFFER FOR

TECHCOMP (HOLDINGS) LIMITED

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INSTRUCTIONS

This FAA is for the use of Depositors who wish to accept the Listco Share Offer in respect of all or part of the total number of Offer Shares standing to the credit of the "Free Balance" of their Singapore Securities Account or purchased on the Singapore Exchange Securities Trading Limited ("SGX-ST"). This FAA and the provisions herein constitute an integral part of the Listco Offer Document. Further provisions relating to acceptance are set out in Appendix I to the Listco Offer Document under the section titled "Further Terms and Procedures for Acceptance of the Listco Offers".

This FAA has been sent to you on the understanding that all your Offer Shares are held on your behalf by CDP. If, however, you hold share certificates in respect of some or all of the Offer Shares and you wish to accept the Listco Share Offer in respect of those Offer Shares, you should complete, sign and return at your own risk, the Form of Acceptance and Transfer for Shares ("FAT") in accordance with the instructions printed thereon. A copy of the FAT may be obtained upon production of satisfactory evidence that you are a Shareholder of TECHCOMP (HOLDINGS) LIMITED, from M & C SERVICES PRIVATE LIMITED at 112 ROBINSON ROAD, #05-01, SINGAPORE 068902.

• 1. Acceptance. If you wish to accept the Listco Share Offer using this FAA, it must be completed and signed strictly in the manner set out in Section A overleaf and in accordance with the provisions and instructions of the Listco Offer Document and then submit the duly completed and signed original to Baodi International Investment Company Ltd, c/o The Central Depository (Pte) Limited by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934, in either case so as to arrive NOT LATER THAN 4:00 P.M. (SINGAPORE TIME) ON LISTCO OFFERS CLOSING DATE or such later date(s) as may be announced from time to time by or on behalf of the Offeror. Proof of posting is not proof of receipt by the Offeror at the above addresses.

  The Offeror, Deloitte Corporate Finance, the Singapore Transfer Agent and CDP will be authorised and entitled, in their sole and absolute discretion, to reject any acceptances of the Listco Share Offer which are not entirely in order or which do not comply with the provisions and instructions contained in the Listco Offer Document and in this FAA or which are otherwise incomplete, incorrect, unsigned or invalid in any respect. It is your responsibility to ensure that this FAA is properly completed in all respects, originally signed and all supporting documents, where applicable, are provided. Any decision to reject this FAA on the grounds that it has been invalidly, incorrectly or incompletely signed, completed or submitted will be final and binding and none of CDP, Deloitte Corporate Finance, the Singapore Transfer Agent and the Offeror accepts any responsibility or liability in relation to such a decision, including the consequences thereof. The Offeror and Deloitte Corporate Finance each reserves the right to treat acceptances of the Listco Share Offer as valid if received by or on behalf of either of them at any place or places determined by them otherwise than as stated in the Listco Offer Document or in the FAA, as the case may be, or if made otherwise than in accordance with the provisions of the Listco Offer Document and this FAA. CDP takes no responsibility for any decision made by the Offeror or Deloitte Corporate Finance. Acceptances in the form of this FAA received by CDP on a Saturday, Sunday or public holiday will only be processed and validated on the next Business Day.

• 2. Acceptance by Depositors whose Singapore Securities Accounts are credited with Offer Shares. Please insert in Part A on page 1 of this FAA the number of Offer Shares already standing to the credit of the "Free Balance" of your Singapore Securities Account in respect of which the Listco Share Offer is accepted. Subject to the provisions of paragraph 3 below, if the number of Offer Shares inserted in Part A of this FAA exceeds the number of Offer Shares standing to the credit of the "Free Balance" of your Singapore Securities Account as at 5:00 p.m. (Singapore time) on the date of receipt of this FAA by CDP ("Singapore Date of Receipt") or, in the case where the Singapore Date of Receipt is on the Listco Offers Closing Date, as at 4:00 p.m. (Singapore time) on the Listco Offers Closing Date (provided always that the date of receipt is on or before the Listco Offers Closing Date) or, if no such number of Offer Shares is inserted in Part A, your FAA will be considered incomplete and invalid, and will be rejected by the Offeror.

• 3. Acceptance by Depositors whose Singapore Securities Accounts will be credited with Offer Shares. If you have purchased Offer Shares on the SGX-ST and such Offer Shares are in the process of being credited to the "Free Balance" of your Singapore Securities Account, a FAA in respect of such Offer Shares bearing your name and Singapore Securities Account number will be sent to you by CDP, and if you wish to accept the Listco Share Offer in respect of such Offer Shares, you should, after the "Free Balance" of your Singapore Securities Account has been credited with such number of shares, complete, sign and return that FAA in accordance with the instructions contained herein. If you do not receive that FAA, you may obtain a copy, upon production of satisfactory evidence that you have purchased the Offer Shares on the SGX-ST, from The Central Depository (Pte) Limited, 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588.

  Rejection. If you purchase Offer Shares on the SGX-ST, your acceptance in respect of such Offer Shares will be rejected if the "Free Balance" of your Singapore Securities Account is not credited with such Offer Shares by 5:00 p.m. on the Singapore Date of Receipt or 4:00 p.m. (Singapore time) on the Listco Offers Closing Date (if the FAA is received by CDP on the Listco Offers Closing Date). None of CDP, Deloitte Corporate Finance and the Offeror accepts any responsibility or liability for such a rejection, including the consequences of such a rejection.

• 4. Acceptance via SGX-SSH service (This section is applicable to Depository agents only)

  Depository Agents may accept Offer Shares via the SGX-SSH service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has been authorised by the Offeror to receive acceptances on its behalf. Such acceptances will be deemed irrevocable and subject to each of the terms and conditions contained in this FAA and the Listco Offer Document as if the FAA had been completed and delivered to CDP.

• 5. Depositor Abroad. If a Depositor is away from home, for example, abroad or on holiday, this FAA, subject to the terms set out in the section entitled "Important Note to Overseas Shareholders and Overseas Optionholders" in the Listco Offer Document, should be sent by the quickest means (for example, express air mail) to the Depositor for completion and execution, or if he has executed a Power of Attorney, this FAA may be signed by the Attorney but the signature must be accompanied by a statement reading "signed under the Power of Attorney which is still in force, no notice of revocation having been received". In the latter case, the original Power of Attorney or a certified true copy thereof must first be lodged with CDP and should also be lodged with this FAA for noting. No other signatures are acceptable.

• 6. Deceased Singapore Securities Account Holders

  (a) If the sole Depositor is deceased and if:

  • (i) the Grant of Probate or Letters of Administration have been registered and lodged with CDP, this FAA must be signed by all the personal representative(s) of the deceased and lodged with Baodi International Investment Company Ltd, c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934; or

  • (ii) the Grant of Probate or Letters of Administration have not been registered and lodged with CDP, all the personal representative(s) of the deceased must go to CDP personally together to register and lodge the original Grant of Probate or Letters of Administration with CDP first, before completing, signing and submitting this FAA.

  (b) If one of the joint Depositors is deceased and if:

  • (i) it is a joint alternate-signatory Singapore Securities Account, this FAA must be signed by ANY surviving joint holder(s).

  • (ii) it is a joint signatories Singapore Securities Account, this FAA must be signed by ALL surviving joint holder(s) and lodged with the Baodi International Investment Company Ltd, c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588, accompanied by the Death Certificate and all other relevant documentation, in respect of the deceased holder.

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• 7. Conclusive Evidence. Lodgment of this FAA with Baodi International Investment Company Ltd, c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934 duly completed and signed, shall be conclusive evidence in favour of the Offeror, the Transferee and CDP of the right and title of the person signing it to deal with the same and with the Offer Shares which it relates. Upon receipt of this FAA, CDP will transfer the Offer Shares in respect of which you have accepted the Listco Share Offer from the "Free Balance" of your Singapore Securities Account to a "Suspense Account". Such Offer Shares will be held in the "Suspense Account" until the consideration for such Offer Shares has been despatched to you.

• 8. Governing Law and Third Party Rights. By completing, signing and delivering this FAA, you agree that the agreement arising from the acceptance of the Listco Share Offer by you shall be governed by, and construed in accordance with, the laws of Singapore and that you submit to the non-exclusive jurisdiction of the Singapore courts. Unless expressly provided otherwise in this FAA or the Listco Offer Document, a person who is not a party to any contracts made pursuant to the Listco Share Offer, the Listco Offer Document and this FAA, has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.

No acknowledgement will be given for submissions made. All communications, notices, documents and payments will be sent by ordinary post at the risk of the person(s) entitled thereto to the mailing address appearing in the records of CDP. Settlement of the consideration under the Listco Share Offer will be subject to the receipt of confirmation satisfactory to the Offeror that the Offer Shares to which this FAA relates are credited to the "Free Balance" of your Singapore Securities Account and such settlement cannot be made until all relevant documents have been properly completed and lodged with Baodi International Investment Company Ltd, c/o The Central Depository (Pte) Limited, by hand at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588 or by post at your own risk using the enclosed pre-addressed envelope at Robinson Road Post Office P.O. Box 1984 Singapore 903934.

If you do not have any existing Singapore Securities Account in your own name at the time of acceptance of the Listco Share Offer, your acceptance as contained in this FAA will be rejected.

For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Offer Shares in your Singapore Securities Account. You can verify the number of Offer Shares in your Singapore Securities Account through: (a) CDP Online if you have registered for CDP Internet Access Service or (b) CDP Phone Service if you have a T-Pin.

UNCONDITIONAL MANDATORY CASH OFFER FOR

TECHCOMP (HOLDINGS) LIMITED

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