Notice Of Annual General Meeting And Notice Of Books Closure

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sunningdale Precision Industries Ltd (the "Company") will be held at Meritus Mandarin Singapore, Suite 833 - 8th Floor, South Tower, 333 Orchard Road, Singapore 238867 on Wednesday, 21 April 2004 at 4.00 p.m. for the following purposes:

Ordinary Business

1. To receive and adopt the Directors' Report and Audited Accounts of the Company for the year ended 31 December 2003 together with the Auditors' Report thereon.

2. To declare a first and final dividend of 0.6 cent per ordinary share less income tax for the year ended 31 December 2003.

3. To re-elect the following Directors retiring pursuant to Articles 91 and 97 of the Company's Articles of Association:

Dr Ng Boon Hoo [Retiring under Article 91] (Resolution 3)
Mr S. Iswaran [Retiring under Article 91] (Resolution 4)
Ms Julie Nguyen Brown [Retiring under Article 97] (Resolution 5)

4. To approve the payment of Directors' fees of S$85,000/- for the year ended 31 December 2003 (2002 : S$60,000/-).

5. To re-appoint Messrs Ernst & Young as the Company's Auditors and to authorise the Directors to fix their remuneration.

6. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.


Special Business

To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

7. Authority to allot and issue shares up to fifty per cent. (50%) of issued capital

"That, pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806(2) of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "Listing Manual"), authority be and is hereby given to the Directors to:-

(a) allot and issue shares in the Company; and

(b) issue convertible securities and any shares in the Company pursuant to convertible securities

(whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors shall in their absolute discretion deem fit, provided that the aggregate number of shares (including any shares to be issued pursuant to the convertible securities) in the Company to be issued pursuant to such authority shall not exceed fifty per cent. (50%) of the issued share capital of the Company for the time being and that the aggregate number of shares in the Company to be issued other than on a pro-rata basis to the then existing shareholders of the Company shall not exceed twenty per cent. (20%) of the issued share capital of the Company for the time being. Unless revoked or varied by the Company in general meeting, such authority shall continue in full force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting is required by law to be held, whichever is earlier, except that the Directors shall be authorised to allot and issue new shares pursuant to the convertible securities notwithstanding that such authority has ceased.

For the purposes of this Resolution and Rule 806(3) of the Listing Manual, the percentage of issued share capital is based on the issued share capital of the Company at the time this Resolution is passed after adjusting for:-

(i) new shares arising from the conversion or exercise of convertible securities;

(ii) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with the rules of the Listing Manual; and

(iii) any subsequent consolidation or subdivision of shares." [See Explanatory Note (i)]

8. Authority to grant options and issue shares under the Sunningdale Precision Industries Ltd Employee Share Option Scheme

"That pursuant to Section 161 of the Companies Act, Cap. 50, the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the Sunningdale Precision Industries Ltd Employee Share Option Scheme (the "Scheme") and to issue such shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided always that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed fifteen per cent. (15%) of the issued share capital of the Company from time to time." [See Explanatory Note (ii)]

9. Renewal of shareholders' mandate for interested person transactions

"That:-

(a) approval be and is hereby given for the purposes of Rule 920 of the Listing Manual of the Singapore Exchange Securities Trading Limited, for the Company and its subsidiaries or any of them to enter into any of the recurrent revenue transactions falling within the interested person transactions as set out in the Company's Prospectus dated 22 July 2003 (the "Prospectus") with the interested persons described in the Prospectus and that such approval shall, unless revoked or varied by the Company in general meeting, continue in force until the next Annual General Meeting of the Company; and

(b) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to this Resolution." [See Explanatory Note (iii)]

By Order of the Board



Soh Hui Ling
Elaine Chan Shu Fung
Company Secretaries

Singapore, 5 April 2004



Explanatory Notes:

(i) The Ordinary Resolution 8 proposed in item 7 above, if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company. The aggregate number of shares (including any shares issued pursuant to the convertible securities) which the Directors may allot and issue under this Resolution will not exceed fifty per cent. (50%) of the issued share capital (as defined in Resolution 8) of the Company. For issues of shares other than on a pro-rata basis to all shareholders, the aggregate number of shares to be issued shall not exceed twenty per cent. (20%) of the issued share capital (as defined in Resolution 8) of the Company. This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. However, notwithstanding the cessation of this authority, the Directors are empowered to issue shares pursuant to any convertible securities issued under this authority.

(ii) The Ordinary Resolution 9 proposed in item 8 above, if passed, will empower the Directors of the Company, to grant options and to allot and issue shares upon the exercise of such options in accordance with the Sunningdale Precision Industries Ltd Employee Share Option Scheme.

(iii) The Ordinary Resolution 10 proposed in item 9 above, if passed, will empower the Directors of the Company to continue to enter into recurrent revenue transactions with interested persons. This authority will, unless previously revoked or varied by the Company at a general meeting, expire at the conclusion of the Company's next Annual General Meeting.

The Audit Committee of the Company has confirmed that the methods or procedures for determining the transaction prices of the interested person transactions have not changed since 22 July 2003 and that such methods or procedures are sufficient to ensure that the interested person transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. If the appointor is a corporation, the proxy must be executed under seal or the hand of its duly authorised officer or attorney.

3. The instrument appointing a proxy must be deposited at the registered office of the Company at 5 Bukit Batok Street 22, Singapore 659583 not less than forty-eight (48) hours before the time for holding the Meeting.



NOTICE OF BOOKS CLOSURE

NOTICE IS HEREBY GIVEN that the Share Transfer Books and Register of Members of Sunningdale Precision Industries Ltd (the "Company") will be closed from 29 April 2004 to 30 April 2004 (both dates inclusive) to determine shareholders' entitlement to the first and final dividend of 0.6 cent per share less income tax for the year ended 31 December 2003.

Duly completed registrable transfers received by the Company's Share Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay #19-08 Ocean Building, Singapore 049315 up to 5.00 p.m. on 28 April 2004 will be registered to determine shareholders' entitlement to the said dividend. Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares at 5.00 p.m. on 28 April 2004 will be entitled to the proposed dividend.

Payment of the dividend, if approved by the members at the Annual General Meeting to be held on 21 April 2004, will be made on 13 May 2004.




By Order of the Board


Soh Hui Ling
Elaine Chan Shu Fung
Company Secretaries

Singapore, 5 April 2004

Attachments

• Sunningdale Shareholders' Mandate.pdf (Size: 66,848 bytes)