WILMAR INTERNATIONAL LIMITED .transferred to Wilmar China and its wholly owned subsidiary, Wilmar

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  • CIRCULAR DATED 17 SEPTEMBER 2009

    THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

    If you are in any doubt as to the course of action you should take, you should consult your legal, financial, tax or other professional adviser immediately.

    If you have sold or transferred all your shares in Wilmar International Limited (the Company), you should immediately forward this Circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

    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.

    This Circular does not constitute, and is not intended to be, an offer or an initial public offer or a notice, circular or advertisement calling or drawing attention to an offer or an initial public offering to the public to subscribe for and/or purchase any offer shares or a statement intended to induce any person to apply for any offer shares in the IPO (as defined herein) and Listing (as defined herein).

    WILMAR INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)(Company Registration No. 199904785Z)

    CIRCULAR TO SHAREHOLDERS

    IN RELATION TO

    (A) THE POSSIBLE MATERIAL DILUTION OF 20% OR MORE OF THE COMPANYS SHAREHOLDING INTEREST IN WILMAR CHINA LIMITED, WHICH WILL BE A PRINCIPAL SUBSIDIARY OF THE COMPANY, PURSUANT TO THE PROPOSED INITIAL PUBLIC OFFERING AND LISTING OF WILMAR CHINA LIMITED ON THE STOCK EXCHANGE OF HONG KONG LIMITED; AND

    (B) THE POSSIBLE DISPOSAL OF PART OF THE COMPANYS SHAREHOLDING INTEREST IN WILMAR CHINA LIMITED PURSUANT TO THE PROPOSED INITIAL PUBLIC OFFERING AND LISTING OF WILMAR CHINA LIMITED ON THE STOCK EXCHANGE OF HONG KONG LIMITED.

    IMPORTANT DATES AND TIMES

    Last date and time for lodgement of Proxy Form : 30 September 2009 at 10.00 a.m.

    Date and time of Extraordinary General Meeting : 2 October 2009 at 10.00 a.m.

    Place of Extraordinary General Meeting : The Gallery, Level 2 Traders Hotel Singapore 1 A Cuscaden Road Singapore 249716

  • Page

    DEFINITIONS ....................................................................................................................................... 3

    LETTER TO SHAREHOLDERS ........................................................................................................... 6

    1. INTRODUCTION ........................................................................................................................ 6

    2. THE POSSIBLE MATERIAL DILUTION AND THE POSSIBLE DISPOSAL ............................ 6

    3. INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS .................................. 16

    4. DIRECTORS SERVICE CONTRACTS ..................................................................................... 16

    5. DIRECTORS RECOMMENDATION .......................................................................................... 16

    6. ABSTENTION FROM VOTING .................................................................................................. 16

    7. EXTRAORDINARY GENERAL MEETING ................................................................................ 17

    8. ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................ 17

    9. DIRECTORS RESPONSIBILITY STATEMENT ........................................................................ 17

    10. DOCUMENTS FOR INSPECTION ............................................................................................ 17

    APPENDIX I ......................................................................................................................................... 18

    APPENDIX II ........................................................................................................................................ 31

    APPENDIX III ....................................................................................................................................... 34

    NOTICE OF EXTRAORDINARY GENERAL MEETING ...................................................................... 37

    PROXY FORM

    2

    CONTENTS

  • The following definitions shall apply throughout unless the context requires otherwise or unless otherwise stated in the Circular:-

    Act : The Companies Act, Chapter 50 of Singapore, as may be amended or modified from time to time

    Board : The board of directors of the Company

    CDP : The Central Depository (Pte) Limited

    Circular : This circular to Shareholders dated 17 September 2009 in relation to the Possible Material Dilution (as defined on page 6 of this Circular) and Possible Disposal (as defined on page 6 of this Circular)

    Company : Wilmar International Limited

    CPF : Central Provident Fund

    CPF Approved Nominees : Agent banks included under the CPFIS

    CPFIS : Central Provident Fund Investment Scheme

    Directors : The directors of the Company as at the Latest Practicable Date

    EGM : The extraordinary general meeting of the Company, notice of which is set out on page 37 of this Circular

    FY : Financial year ended or, as the case may be, ending 31 December

    Group : The Company and its subsidiaries

    HKEX : The Stock Exchange of Hong Kong Limited

    Hong Kong : The Hong Kong Special Administrative Region of the Peoples Republic of China

    IPO : The proposed initial public offering of the Offer Shares by Wilmar China in Hong Kong to subscribe for new Wilmar China Shares or, where applicable, purchase Wilmar China Shares, subject to and on the terms and conditions of a prospectus to be issued by Wilmar China in connection with such initial public offering

    Latest Practicable Date : 14 September 2009, being the latest practicable date prior to the printing of this Circular

    Listing : The proposed listing of Wilmar China and quotation of Wilmar China Shares on the Main Board of the HKEX

    Listing Committee : The listing sub-committee of the directors of the HKEX

    Listing Manual : The listing manual of the SGX-ST, as may be amended or modified from time to time

    Notice of EGM : The notice of EGM as set out on page 37 of this Circular

    3

    DEFINITIONS

  • Offer Price : The offer price of the Wilmar China Shares proposed to be offered to the public for subscription and, where applicable, purchase pursuant to the IPO

    Ordinary Resolutions : The ordinary resolutions as set out in the Notice of EGM

    Offer Shares : The Wilmar China Shares proposed to be offered to the public for subscription and, where applicable, purchase pursuant to the IPO

    PER : Price earnings ratio

    PRC : The Peoples Republic of China

    principal subsidiary : Has the meaning ascribed to that term in Section 2.1 of this Circular

    Proxy Form : The proxy form in respect of the EGM as set out in this Circular

    Securities Account : The securities account maintained by a Depositor with CDP but does not include a securities sub-account maintained with a Depository Agent

    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 such Shares and where the context admits, mean the persons named as Depositors in the Depository Register and whose Securities Accounts maintained with CDP are credited with the Shares

    Shares : Ordinary shares in the capital of the Company

    Wilmar China : Wilmar China Limited, a company incorporated in Hong Kong and which will be a principal subsidiary of the Company

    Wilmar China Group : Wilmar China, its subsidiaries and associated companies

    Wilmar China Shares : Ordinary shares in the capital of Wilmar China

    S$ and cents : Singapore dollars and cents respectively, the lawful currency of the Republic of Singapore

    US$ and US cents : United States dollars and cents respectively, the lawful currency of the United States of America

    % 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 Act.

    The term subsidiary shall have the meaning ascribed to it in Section 5 of the Act.

    Words denoting the singular shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations.

    4

    DEFINITIONS

  • 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 or term defined under the Act or the Listing Manual or any statutory modification thereof, and used in this Circular shall, where applicable, have the meaning assigned to it under the Act or the Listing Manual or any such statutory modification thereof, as the case may be, unless otherwise provided.

    Any reference to a time of day and dates in this Circular shall be a reference to Singapore time and dates, unless otherwise stated.

    Any discrepancies in figures included in this Circular between the amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

    5

    DEFINITIONS

  • WILMAR INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)(Company Re