BHCC Holding Limited — Proxy Solicitation & Information Statement 2024

Jun 10, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, or other licensed securities dealer, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in BHCC Holding Limited (the “ Company ”), you should at once hand this circular to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

BHCC Holding Limited

( incorporated in the Cayman with limited liability )

( Stock code: 1552 )

MAJOR TRANSACTION IN RELATION TO POSSIBLE DISPOSAL OF PROPERTIES

Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A Letter from the Board is set out on pages 4 to 11 of this circular.

Pursuant to Rule 14.44 of the Listing Rules, Huada Developments has given its written approval to approve the grant of Options and the transactions contemplated thereunder. Accordingly, the written approvals from Huada Developments will be accepted in lieu of a resolution to be passed at a general meeting of the Company for the approval of the grant of Options and the transactions contemplated thereunder. This circular is published for information purpose only.

11 June 2024

CONTENTS

			Page
DEFINITIONS	…………………………………………………………………		1
LETTER FROM	THE BOARD ………………………………………………		4
APPENDIX I – FINANCIAL INFORMATION		……………………………	I-1
OF THE GROUP
APPENDIX II – VALUATION REPORT		……………………………	II-1
APPENDIX III –	GENERAL INFORMATION	……………………………	III-1

ii

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

• “Board”

the board of Directors of the Company

• “Company” BHCC Holding Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1552)

• “Completion” the completion of the Possible Disposals

• “connected persons” has the meaning ascribed to it in the Listing Rules and “connected” shall be construed accordingly

• “Consideration” collectively, Consideration A and Consideration B

• “Consideration A” the sum of S$2,232,400 (equivalent to approximately HK$12,947,920), being the consideration payable by the Purchaser to the Vendor for Property A

• “Consideration B” the sum of S$2,617,600 (equivalent to approximately HK$15,182,080), being the consideration payable by the Purchaser to the Vendor for Property B

• “Director(s)” director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Huada Huada Developments Limited, a company incorporated in the British Developments” Virgin Islands with limited liability and is beneficially owned as to 80% by Mr. Yang, and 20% by Ms. Chao Jie, the spouse of Mr. Yang. As at the Latest Practicable Date, Huada Developments is the controlling Shareholder of the Company holding 409,050,000 Shares, representing approximately 51.13125% of the entire issued share capital of the Company

• “Independent Third third party(ies) independent of and not connected with the Company and Party(ies)” connected person(s) of the Company

• “Latest Practicable 7 June 2024, being the latest practicable date for ascertaining certain Date” information contained in this circular prior to its publication

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

1

DEFINITIONS

• “Mr. Yang” Mr. Yang Xinping, an executive Director and chairman of the Company

• “Options” collectively, Option A and Option B, and each an “Option”

• “Option A” the option to purchase Property A at Consideration A pursuant to the terms and conditions of Option Letter A

• “Option B” the option to purchase Property B at Consideration B pursuant to the terms and conditions of Option Letter B

• “Option Letters” collectively, Option Letter A and Option Letter B

• “Option Letter A” the option letter dated 20 May 2024 entered into by the Vendor in relation to the grant of Option A to the Purchaser

• “Option Letter B” the option letter dated 20 May 2024 entered into by the Vendor in relation to the grant of Option B to the Purchaser

• “Possible Disposals” the possible disposals of the Properties by the Vendor to the Purchaser pursuant and subject to the terms and conditions of the Option Letters

• “Properties” collectively, Property A and Property B

• “Property A” the unit located at 11 Irving Place #08-04, Tai Seng Point, Singapore 369551

• “Property B” the unit located at 11 Irving Place #08-05, Tai Seng Point, Singapore 369551

• “Purchaser” the potential purchaser of the Properties and the grantee of the Options, namely Chai Ming Optical Pte Ltd, a company incorporated in Singapore and an Independent Third Party

• “S$” Singapore dollar, the lawful currency of Singapore

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Singapore” The Republic of Singapore

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Valuation Report” the valuation report on the Properties prepared by Savills Valuation and Professional Services (S) Pte Ltd

• “Vendor” Wan Yoong Construction Pte Ltd., a company incorporated in Singapore

2

DEFINITIONS

and an indirect wholly-owned subsidiary of the Company

“%” per cent.

In this circular, unless the context requires otherwise, amounts denominated in S$ have been translated to HK$ at the exchange rate of S$1.00:HK$5.80 for illustration purpose only. Such conversions shall not be construed as representations that amounts in S$ were or may have been converted into HK$ at such rate or any other exchange rates.

3

LETTER FROM THE BOARD

BHCC Holding Limited

( incorporated in the Cayman Islands with limited liability )

( Stock code: 1552 )

Executive Directors: Registered office: Mr. Yang Xinping Cricket Square Ms. Han Yuying Hutchins Drive P.O. Box 2681 Independent non-executive Directors: Grand Cayman KY1-1111 Ms. Chan Bee Leng Cayman Islands Mr. Ooi Soo Liat Mr. Kwong Choong Kuen (Huang Zhongquan) Headquarters and principal place of business: No. 1 Tampines North Drive 3 #08-01 BHCC SPACE Singapore 528499

Principal place of business in Hong Kong: Unit 1205, 12[th] Floor Far East Consortium Building 121 Des Voeux Road Central Central, Hong Kong 11 June 2024

To the Shareholders

Dear Sir or Madam

MAJOR TRANSACTION IN RELATION TO POSSIBLE DISPOSAL OF PROPERTIES

INTRODUCTION

Reference is made to the announcements of the Company dated 20 May 2024 in relation to the grant of Options and the Possible Disposals contemplated thereunder.

The purpose of this circular is to provide you with, among other things, (i) further details of the grant of Options and the transactions contemplated thereunder; (ii) financial information of the Group; (iii) details of the Valuation Report; and (iv) any other information required under the Listing Rules.

THE GRANT OF OPTIONS

On 20 May 2024 (after trading hours), the Vendor, an indirect wholly-owned subsidiary of the

4

LETTER FROM THE BOARD

Company, entered into Option Letter A and Option Letter B granting Option A and Option B to the Purchaser, pursuant to which the Vendor has conditionally offered to sell to the Purchaser Property A at Consideration A of S$2,232,400 (equivalent to approximately HK$12,947,920) and Property B at Consideration B of S$2,617,600 (equivalent to approximately HK$15,182,080) respectively.

The Option Letters

Save for the subject matter, option money and consideration, the material terms of each of the Option Letters are identical. Set out below are the principal terms of the Option Letters:

Parties (i) the Vendor (as vendor); and

(ii) the Purchaser (as purchaser)

Date of grant of 20 May 2024 Options by Vendor

Subject matter – Option Letter A

Property A, and Property A is sold on an “as-is” basis with vacant possession.

Subject matter – Option Letter B

Property B, and Property B is sold on an “as-is” basis subject to an existing tenancy agreement dated 9 December 2021.

Condition of exercise of Options

The exercise of each Option is conditional upon the Purchaser contemporaneously exercising the other Option. The Purchaser cannot exercise either Options without exercising the other.

Option Money – Option Letter A

Option money in the sum of S$22,324.00 (equivalent to approximately HK$129,479.20) (the “ Option Money A ”), representing 1% of Consideration A, has been paid by the Purchaser to the Vendor, such Option Money A shall form part of Consideration A if Option A is exercised by the Purchaser within the prescribed time. If the Purchaser elects not to exercise Option A, Option Money A will be forfeited to the Vendor.

Option Money – Option Letter B

Option money in the sum of S$26,176.00 (equivalent to approximately HK$151,820.80) (the “ Option Money B ”), representing 1% of Consideration B, has been paid by the Purchaser to the Vendor, such Option Money B shall form part of Consideration B if Option B is exercised by the Purchaser within the prescribed time. If the Purchaser elects not to exercise Option B, Option Money B will be forfeited to the Vendor.

5

LETTER FROM THE BOARD

Options expiry date

The Options are exercisable by the Purchaser until 3 June 2024 and have been exercised by the Purchaser on 3 June 2024.

The Option Letters are the final agreements executed by the Vendor and Purchaser in respect of the sale and purchase of the Properties.

POSSIBLE DISPOSALS

The Options when validly exercised by the Purchaser shall constitute a binding contract of sale and purchase between the parties thereto. Set out below are the principal terms of the Possible Disposals:

Consideration – Property A

Consideration A, being the sum of S$2,232,400 (equivalent to approximately HK$12,947,920), shall be satisfied by the Purchaser in the following manners:

• (i) as to S$22,324.00 (equivalent to approximately HK$129,479.20), being Option Money A paid by the Purchaser, shall be used to satisfy part payment towards Consideration A upon Completion;

• (ii) as to S$89,296.00 (equivalent to approximately HK$517,916.80), is payable by the Purchaser upon exercise of Option A, representing 5% of Consideration A less Option Money A, being the deposit (together with Option Money A, the “ Deposit A ”) and part payment towards Consideration A upon Completion;

• (iii) as to the remaining balance of S$2,120,780 (equivalent to approximately HK$12,300,524.00), is payable by the Purchaser on Completion.

Consideration – Property B

Consideration B, being the sum of S$2,617,600 (equivalent to approximately HK$15,182,080), shall be satisfied by the Purchaser in the following manners:

• (i) as to S$26,176.00 (equivalent to approximately HK$151,820.80), being Option Money B paid by the Purchaser, shall be used to satisfy part payment towards Consideration B upon Completion;

• (ii) as to S$104,704.00 (equivalent to approximately HK$607,283.20), is payable by the Purchaser upon exercise of Option B, representing 5% of Consideration B less Option Money B, being the deposit (together with Option Money B, the “ Deposit B ”, and collectively with Deposit A, the “ Deposits ”) and part payment towards Consideration B upon Completion;

• (iii) as to the remaining balance of S$2,486,720.00 (equivalent to approximately HK$14,422,976.00), is payable by the Purchaser on Completion.

6

LETTER FROM THE BOARD

Purchaser’s requisition

The Properties are sold subject to the Purchaser’s solicitors receiving satisfactory replies to their legal requisitions to the various government departments (including road line plan and drainage interpretation plan).

If any of the legal requisition reply is unsatisfactory, the Purchaser shall have the option to rescind the Option Letters by written notice to the Vendor, and thereafter, the Vendor shall refund the Deposits and all other monies paid by the Purchaser to the Vendor but without any interest compensation or deductions whatsoever, and thereafter neither party shall have any claim or demand against the other party for damages, costs, compensation or otherwise whatsoever.

As advised by the Company’s Singapore legal advisers, the reason for the obtaining such requisitions is to protect purchasers, by way of obtaining negative confirmations from the relevant Government departments, from buying properties which are materially affected by proposed government schemes, road or drainage reserves, dangerous condition on non-approved buildings, and the condition of purchaser’s requisitions and the right to rescind the option letters are commonly found in contracts of sale and purchase of properties in Singapore.

Completion

Completion shall take place on or before 12 August 2024.

Basis for determination of the Consideration

The Consideration was arrived after arm’s length negotiation between the Vendor and the Purchaser with reference to, among other things, (i) the market values of comparable properties in the vicinity, including industrial properties of similar size and usage sold between May 2023 up to April 2024, ranging from approximately S$1,318,000 to S$2,500,800 per property; and (ii) the prevailing market conditions. In assessing the market values of comparable properties and prevailing market conditions, the Vendor also took into account that the Consideration was comparable with the agreed purchase price of S$7,840,000 of the adjacent three units of the Properties, namely the three units located at 11 Irving Place #08-01/02/03, Tai Seng Point, Singapore 369551, pursuant to an option letter dated 28 March 2024 entered into by the Vendor and an independent third-party purchaser. For details of the possible disposal of the said adjacent units, please refer to the circular of the Company dated 21 May 2024.

Information of the Properties

Property A

Property A is located at 11 Irving Place #08-04, Tai Seng Point, Singapore 369551 with gross floor area of approximately 258 square meters. As at the Latest Practicable Date, Property A is in vacant possession, it was previously held by the Vendor as an investment property which was leased out as offices or warehouses until January 2024.

The market value of Property A on an as-is basis, with vacant possession and free from all other

7

LETTER FROM THE BOARD

encumbrances as at 21 May 2024 is S$2,280,000.

Property B

Property B is located at 11 Irving Place #08-05, Tai Seng Point, Singapore 369551 with gross floor area of approximately 284 square meters. As at the Latest Practicable Date, Property B has been held by the Vendor as investment properties which was leased out as offices or warehouses. The existing lease of Property B will expire in January 2025 and the Vendor shall be entitled to the rental income during the period from the date of Option Letter B to Completion.

The market value of Property B on an as-is basis, with vacant possession and free from all other encumbrances as at 21 May 2024 is S$2,570,000.

Financial information of the Properties

Set out below are the net rental income generated from the Properties before and after taxation (taking into account all related disbursements but excluding depreciation expenses) for the years ended 31 December 2022 and 2023 respectively:

Property A

	For the year ended 31 December
	2022	2023
	S$	S$
Net rental income (before	31,569	30,050
taxation)
Net rental income (after	29,056	27,570
taxation)

Property B

	For the year ended 31 December
	2022	2023
	S$	S$
Net rental income (before	37,134	35,352
taxation)
Net rental income (after	34,187	32,444
taxation)

FINANCIAL EFFECTS OF THE POSSIBLE DISPOSAL AND THE USE OF PROCEEDS

The net proceeds arising from the Possible Disposals are approximately S$4,733,000 (after deducting expenses in relation to the Possible Disposals) and will be utilized as general working capital for the operation of the businesses of the Group, including payment of staff costs, professional fees and general administrative and operating expenses, or other appropriate investment opportunities as and when available.

8

LETTER FROM THE BOARD

The audited carrying value of the Properties as at 31 December 2023 was approximately S$3,065,153. The Group is expected to record a gain on the Possible Disposals of approximately S$1,784,847, which is calculated based on the Consideration to be received by the Group for the Possible Disposals less the audited carrying value of the Properties as at 31 December 2023 before any related expenses. Upon Completion, the amount of total assets of the Group is expected to increase by approximately S$1,784,847 which is attributable to the gain arising from the Possible Disposals. The Possible Disposals have no effect on the liabilities of the Group.

INFORMATION OF THE PARTIES TO THE OPTION LETTERS

The Vendor

The Vendor is a company incorporated in Singapore and is principally engaged in property development and investment holding, it is an indirect wholly-owned subsidiary of the Company.

The Purchaser

To the best of the knowledge, information and belief of the Directors, and having made all reasonable enquiries, the Purchaser is a company incorporated in Singapore with limited liability and is principally engaged in the sale of spectacles and other optical goods, it is ultimately owned as to approximately 58.0% by Chok Tet Hin and approximately 31.2% by Chok Tet Sheong, and each of the Purchaser and its ultimate beneficial owner is an Independent Third Party.

To the best of the knowledge, information and belief of the Directors, and having made all reasonable enquiry, as at the Latest Practicable Date, and in the twelve months immediately preceding the Latest Practicable Date, there has been, no material loan arrangement between (a) the Purchaser, any of its directors and legal representatives and/or its ultimate beneficial owner who can exert influence on the grant of Options and the Possible Disposals; and (b) the Company, any connected person at the Company’s level and/or any connected person at the Vendor’s level.

REASONS FOR AND BENEFITS OF THE GRANT OF OPTIONS AND POSSIBLE DISPOSALS

The Group is principally engaged as a main contractor in the provision of building and construction works, and properties investment, including the leasing of industrial properties in Singapore. The Group is also specialized in reinforcement concrete works which it has undertaken on a selected basis in the subcontractor projects.

The Properties were not in use by the Group’s business operations and has been held as investment properties and leased out as offices or warehouses to generate rental income. In view of the present property market conditions, the Company is of the view that the Possible Disposals represent a favourable opportunity for the Company to realize the value of the Properties at a reasonable price.

In view of the aforesaid and taking into account the terms of the Option Letters were arrived at

9

LETTER FROM THE BOARD

after arm’s length negotiations and are in line with commercial real estate transactions norms and practices in Singapore, particularly (i) the structure of the sale and purchase of the Properties by way of granting and exercising of options; and (ii) the terms of the Option Letters including the condition of purchaser’s requisitions, are commonly adopted in commercial or industrial properties transactions, and the Consideration is within the range of market values of comparable properties as elaborated above, the Directors consider that the terms of the Options, including the Consideration payable for the Properties are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Rule 14.73 of the Listing Rules states that the grant, acquisition, transfer or exercise of an option by a listed issuer will be treated as a transaction and classified by reference to the percentage ratios (as defined under the Listing Rules). Rule 14.74 of the Listing Rules states that where an option involving a listed issuer, the exercise of which is not at the listed issuer’s discretion, the transaction will be classified as if the option had been exercised, and upon the exercise of such option, such exercise shall be disclosed by way of an additional announcement. Please refer to the announcement of the Company dated 3 June 2024.

Further, pursuant to Rule 14.22, the transactions contemplated under the Options shall be aggregated as the Options were granted at the same time, hence within a 12-month period, to the Purchaser and the exercise of each of the Option is inter-conditional with the other. As the highest applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions contemplated under the Options, i.e. the Possible Disposals, on an aggregated basis exceeds 25% but is under 75%, the grant of Options and the transactions contemplated thereunder will constitute a major transaction of the Company under Chapter 14 of the Listing Rules. Accordingly, each of the grant of Options and the Possible Disposals is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their respective associates have a material interest in the grant of Options and the transactions contemplated thereunder. Should the grant of Options be put forward to the Shareholders to approve at a general meeting of the Company, no Shareholder would be required to abstain from voting for the resolution to approve the grant of Options. The Company has obtained a written approval for the grant of Options and the transactions contemplated thereunder, i.e. the Possible Disposals, from Huada Developments, the controlling shareholder of the Company holding 409,050,000, representing approximately 51.13125% of the entire issued share capital of the Company as at the Latest Practicable Date pursuant to Rule 14.44 of the Listing Rules in lieu of a resolution to be passed at a general meeting of the Company. Accordingly, the Company is exempted from the requirement to convene a shareholders’ meeting for the purpose of approving the grant of Options and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules.

RECOMMENDATION

For the reasons set out above, the Directors consider that the terms of the grant of Options and

10

LETTER FROM THE BOARD

the Possible Disposals contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Notwithstanding that no general meeting of the Company will be convened to approve the grant of Options and the Possible Disposals contemplated thereunder, the Board would recommend that Shareholders vote in favour of the relevant ordinary resolution regarding the grant of Options and the transactions contemplated thereunder if the Company were to convene a general meeting for the approval of the same.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

For and on behalf of the Board BHCC Holding Limited Mr. Yang Xinping Chairman and Executive Director

11

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for each of the years ended 31 December 2021, 2022 and 2023, has been set out in the following documents and is available on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.bhcc.com.sg):

• a) the annual report of the Company for the year ended 31 December 2021 published on 29 April 2022, from pages 44 to 120:

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0429/2022042901931.pdf

• b) the annual report of the Company for the year ended 31 December 2022 published on 27 April 2023, from pages 43 to 118:

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0427/2023042704664.pdf

• c) the annual report of the Company for the year ended 31 December 2023 published on 30 April 2024, from p.53 to 121:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0430/2024043001181.pdf

2. INDEBTEDNESS

The following table set forth a breakdown of the Group’s indebtedness as at 30 April 2024, being the latest practicable date for the purpose of ascertaining information contained in this indebtedness statement.

Bank loan – secured (Notes a, b, c) Other borrowings – secured (Note d) Shareholder Loan (Note e) Analysed as: Carrying amount repayable within one year	As at 30 April 2024 S$ 76,560,706 26,916 15,510,207	As at 30 April 2024 S$ 76,560,706 26,916 15,510,207
		92,097,829 2,474,768

I-1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Carrying amount repayable over one year		89,623,061
		92,097,829

Notes:

• a. As at 30 April 2024, a loan with an outstanding balance of S$9.70 million was secured by the legal mortgage over the Group’s mixed commercial and industrial development property carrying interest rate of 1.25% over the bank’s cost of funds or 1.25% over the applicable swap offer rate as determined by the bank on the day of transaction, whichever is higher. It is also secured by a corporate guarantee provided by the Company.

• b. As at 30 April 2024, a five-year temporary bridging loan with an outstanding balance of S$1.92 million carries a fixed interest rate of 2%. It is secured by a corporate guarantee provided by the Company.

• c. As at 30 April 2024, a loan with an outstanding balance of S$64.94 million was secured by the legal mortgage over the Group’s freehold land and light industrial property development property carrying interest rate of 0.9% above the applicable Singapore Overnight Rate Average (SORA) as determined by the bank on the day of transaction. It is also secured by a proportionate corporate Guarantee provided by the Company and proportionate personal Guarantees provided by the ultimate minority shareholders of an indirectly 45%-owned subsidiary of the Company

• d. The Group purchased certain copiers and a motor vehicle via hire purchase agreement, constituting in-substance purchases with financing arrangements. As at 30 April 2024, interest rates underlying all obligations under hire purchase were fixed at respective contract dates and were 1.5% to 3%. The obligations under hire purchase are secured by charge over the leased assets with aggregate carrying value of approximately S$157,262. The motor vehicles under hire purchase financing arrangements are secured by personal guarantees provided by certain Directors.

• e. The amounts due to shareholders are unsecured, interest-free, non-revolving and without any fixed date or term of repayment. The shareholders’ loans are unguaranteed.

Lease liabilities

	As at 30 April 2024
	S$
Lease liabilities payable:
Within one year	167,944
Over one year	6,927

I-2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

174,871

The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s finance function.

The above represents leases for certain staff dormitories, site office premises, office equipment and motor vehicle of the Group. The weighted average incremental borrowing rate was 3.44% per annum.

Contingent liabilities

The Group had not material contingent liabilities as at 30 April 2024.

Charge of assets

As at 30 April 2024, charges of assets included (i) the carrying amount of leasehold land, leasehold property, and investment properties, amounting to approximately S$17.8 million that were pledged to banks to secure bank borrowings; (ii) the carrying amount of freehold land amounting to approximately S$85.5 million that was pledged to bank to secure bank borrowings; and (iii) the deposits of S$4.3 million that were pledged to banks for two performance bonds and an uncommitted fixed advance loan facility which remains undrawn as at 30 April 2024.

Save as those disclosed, the Group did not have any outstanding debt securities issued and outstanding or authorised or otherwise created but unissued, term loans bank overdrafts and loans, other loans or other similar indebtedness, liabilities under acceptance or acceptable credits, debentures, mortgages, charges, hire purchases commitments, guarantee or other material contingent liabilities as at 30 April 2024.

3. WORKING CAPITAL

The Directors are of the opinion that taking into account the financial resources available to the Group, including internally generated funds and existing facilities, the working capital available to the Group is sufficient for the Group’s requirements for at least 12 months from the date of this circular.

The Company has obtained the relevant confirmation as required under Rule 14.66(12) of the Listing Rules.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change to the financial or trading position of the Group since 31 December 2023, being the date of which the latest published audited consolidated accounts of the Company were made up to, and including the Latest Practicable Date.

I-3

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group business mainly focuses in the provision of building and construction works in Singapore.

The outlook of the construction industry remains positive and is expected to strengthen in the financial year ending 31 December 2024, due to largely planned public housing projects. Furthermore, the Building and Construction Authority of Singapore (BCA) forecasts a total construction demand with contract values ranging from S$32 billion to S$38 billion in 2024, mainly contributed by the increasing demand in the public sector with contract values between S$18 billion and S$21 billion. The BCA also expects a steady improvement in construction demand in Singapore over the medium term during 2025 to 2028. With the gradual recovery of the construction industry, the Group’s revenue rose to approximately S$309.2 million during the year ended 31 December 2023, an increase of approximately 50.6% from the previous year. The Board believes that with its healthy project order books, the Group will be able to continue building on its competitive strengths and devise plans to achieve its long-term business objectives in the current financial year. The Company expects to: (a) implement refined strategies such as advanced planning, simplifying construction methods and optimizing designs; (b) expand the Group’s business and strengthen the Group’s market position in the construction industry in Singapore; (c) pursue higher value contracts; and (d) enhance and expand the Group’s workforce to keep up with the Group’s business expansion.

The Group has also recently ventured into the property development business by the completion of the acquisition of 45% equity interest in Evermega Investment Holdings Pte. Ltd., which in turn holds an industrial property in Singapore and is intended to undergo redevelopment, the expansion of the Group’s businesses will enable the Company to strategically utilise the resources of the Group, diversifying the Group’s revenue streams and capturing new opportunities in the booming Singapore’s industrial property market.

Special trade factors or risks

The Group does not face any specific and direct special trade factors or risks. However, the Group may face indirect risk factors such as change in market environment, changes in regulatory policies in general and geopolitical tensions. For instance, an increase in bank interest may lead to an increase in the cost of the Group’s financings for its existing construction or property development projects, adjustments to government industrial policies, such as adjustment of stamp duties rates may affect the decline in sales of industrial plants, and continuing escalation of geopolitical tensions may negatively affect business environments and may lead to an increase in raw material and labor costs which will in turn adversely impact the Group’s business and operations.

I-4

VALUATION REPORT

APPENDIX II

The following is the text of a report received from the Company’s independent valuer, Savills Valuation and Professional Services (S) Pte Ltd, for the purpose of incorporation in this circular.

II-1

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11 Irving Place #08-04/05

Tai Seng Point

Singapore 369551

Prepared for BHCC Holding Limited 1 Tampines North Drive 3 #08-01 Singapore 528499

11 June 2024

Savills

Valuation Report

savills.com.sg/valuations

Savills Valuation And Professional Services (S) Pte Ltd Reg No : 200402411G 30 Cecil Street #20-03 Prudential Tower Singapore 049712 P +65 6836 6888

II-2

11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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1 Introduction

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Instructions

We have been instructed by BHCC Holding Limited (the “Client”) to provide the market value of the subject properties based on “As-Is” basis, assuming with vacant possession and free from all encumbrances. This valuation has been prepared for the purpose of major disposal under the Hong Kong Stock Exchange and can be relied upon by the Client only. This valuation report is provided subject to the assumptions, disclaimers, limitations, qualifications detailed throughout this report and also the limiting conditions herein.

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Qualifications of Valuer

We confirm that the valuer who has undertaken this valuation:

• a) is suitably qualified to carry out such valuations and has at least 20 years’ appropriate experience and in particular has the necessary expertise and experience in valuing properties of this type and in the relevant area;

• b) is not aware of any conflict of interest that would interfere with the valuer’s ability to give an independent and professional valuation of the Property; and

• c) is not a related corporation of or has a relationship with the Client.

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Extension of Liability & Confidentiality

This report may be only relied upon by the Client for the specific purpose to which it refers. Any use of or reliance upon this report by anyone other than the Client is not authorised by Savills Valuation and Professional Services (S) Pte Ltd (“Savills”) and Savills is not liable for any unauthorised use or reliance. Savills will only attend to queries and provide clarifications raised by the Client in relation to our valuation. This report should not be produced without our prior written consent.

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Limitation of Liability

The liability of Savills and its employees is only limited to the party to whom the valuation report is addressed. No responsibility to any third parties for unauthorized use and reliance is accepted. Any liability arising from the valuers’ negligence, breach of contract or otherwise in connection with this engagement shall be limited to the fees received by Savills under this engagement. Savills do not accept liability for any indirect or consequential losses (such as opportunity cost and loss of profits).

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Critical Assumptions

We have made the following critical assumptions which have a material impact upon our valuation.

• a) We have assessed the property on an “As-Is” basis, assuming with vacant possession and free from all encumbrances.

• b) That the information supplied by the client to us are accurate.

• c) That the property is not affected by contamination or environmental issues of any kind.

• d) That there are no notifications or restrictions that would have an adverse effect on the value of the property.

Should any of the assumptions in this report be incorrect or inaccurate, then this report should not be relied upon before referred back to Savills for review and possible amendment to the valuation.

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Basis of Valuation

We have assessed the property on an As-Is basis, assuming vacant possession and free from all encumbrances.

We have carried out our valuation in accordance with Singapore Institute of Surveyors and Valuers guidelines and International Valuation Standards.

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Our valuation has been made on the assumption that the property is sold in the open market without the benefit of a deferred term contract or any similar arrangement which could serve to affect the value of the property.

No allowance has been made in our valuation for any charges, mortgages or amounts owning on the property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

We confirm that we do not have a pecuniary interest that would conflict with a proper valuation of the property and the valuer undertaking the valuation is authorised to practise as valuer and have the necessary expertise and experience in valuation of such type of property.

The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and is our personal, unbiased professional analyses, opinions and conclusions.

This valuation is determined on the basis that the property, the title thereto and its use is not affected by any matter other than that mentioned in this report.

In preparing this valuation, we have relied on information as provided by the Client. Should the information be changed subsequently or different upon final survey, a revaluation may be necessary.

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Market Value Definition

Our valuation is conducted according to the Singapore Institute of Surveyors and Valuers guidelines and the International Valuation Standards which supports the definition of market value as follows:

“ Market Value is the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. ”

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Market Conditions

The ongoing geo-political headwinds and macro-economic uncertainty may have impact on the Singapore economy and the property market. Our opinions and assessments are based on the information provided and prevailing market data as at the date of this valuation report. More frequent reviews on the market value of the property are encouraged as a precaution in view of the current situation.

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Date of Inspection

20 May 2024 by Foo Fang Xiong

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GST

Unless otherwise stated, all financial information and valuation calculations and assessments in this report exclude GST.

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Currency

Unless otherwise stated, all monetary sums as shown in our valuation report is expressed in Singapore Dollars ("S$").

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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2 Property Particulars

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Type

Two flatted factory units with mezzanine level on the 8[th] storey of an 11-storey commercial-cumindustrial development. #08-04 is currently used as a factory and #08-05 is currently used as office. We understand from the client that the properties are held for investment purpose.

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Strata Floor Area

Unit No.	Strata Floor Area
#08-04	258 sm, including strata void of 96 sm
#08-05	284 sm, including strata void of 94 sm
Total	542 sm, including strata void of 190 sm

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Year of Completion

Circa 2016

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Age of Property

Approximately 8 years

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Condition

The subject properties were in fairly good condition as at the date of our inspection.

We have undertaken no structural or condition surveys. We advise that we have not inspected unexposed or inaccessible portions of the building and cannot therefore state that these are not free from rot, infestation or hazardous material.

We have also assumed that the building complies with all relevant statutory requirements in respect of health, building and fire safety regulations.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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3 Title Particulars

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Legal Description

Unit No.	Strata Lot No. (All of Mukim 24)
#08-04	U55893N
#08-05	U55894X

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Tenure

Estate In Fee Simple (Freehold)

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Registered Proprietor(s)

Wan Yoong Construction Pte. Ltd.

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Easements/ Encumbrances

The subject properties are not subject to mortgage.

The subject properties are subject to restrictive covenants contained within Instrument No. IF/630352P. A copy of the Instrument is enclosed in Annex 1.

There were no other easements and encumbrances lodged against the property from our on-line title search.

We have assumed for the purpose of this valuation that easements and encumbrances, if any, do not adversely affect the value of the subject property. As we are not experts in this area, should subsequent legal advice find to the contrary, we reserve the right to amend our valuation.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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4 Location

The subject properties are located at the northern side of Irving Place, off Upper Paya Lebar Road/MacPherson Road, and approximately 8 km from the City Centre.

The immediate surrounding is an established light industrial estate comprising mainly flatted factory and warehouse developments such as Harper Point, Novelty Bizcentre, Trivex, Tai Seng Centre, The Commerze@Irving, Tai Seng Point, LHK 2, Kapo Factory Building and Asiawide Industrial Building, amongst others. Other prominent developments include Grantral Mall @ MacPherson, Breadtalk IHQ, MacPherson Mall and Ibis Styles Singapore On MacPherson, etc.

Accessibility to other parts of Singapore is enhanced by its proximity to the Tai Seng MRT Station which is within walking distance and Kallang-Paya Lebar/Pan Island/Central Expressways.

5 General Description

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Description

Tai Seng Point is an 11-storey commercial-cum-industrial development, comprising retail units from the 1[st] to 3[rd] storeys and flatted factory units on 7[th] to 11[th] storey.

The floor loading capacity and ceiling height are as follows:-

Level	**Floor Loading (KN/m2) **	Ceiling Height (m)
7thto 10thStorey	7.5 / 4.0	6.0
11thStorey	7.4 / 4.0	6.5

Vertical access within the building is via 2 passenger lifts, 1 service lift and supplemented by reinforced concrete staircases. Modern fire protection system, loading/unloading bays and adequate car parking lots are available within the development.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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Environmental Issues

In the absence of an environmental site assessment relating to the subject site, we have assumed that the site is not contaminated. Our visual inspections of the subject property and immediate surrounding properties revealed no obvious signs of site contamination.

However, it is important to point out that our visual inspection is an inconclusive indicator of the actual condition of the site. We make no representation as to the actual environmental status of the subject site and recommend that an environmental audit report to be carried out.

We reserve the right to amend this valuation should an environmental audit report show otherwise.

6 Town Planning

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Zoning and Development Guidelines

Particulars	Description
Planning Authority	Urban Redevelopment Authority (URA)
Planning Instrument	Master Plan (2019 Edition)
Zoning	“Business 1 – White” with a gross plot ratio of 3.5 [B – 2.5]

Based on Master Plan Written Statement 2019, Business 1 - White zone is used or intended to be used for uses permissible under Business 1 (B1) zone and White zone as a mixed use development. A minimum plot ratio must be achieved for the B1 uses before White uses can be allowed.

B1 zone is used or intended to be used mainly for clean industry, light industry, public utilities and telecommunication uses and other public installations for which the relevant authority does not impose a nuisance buffer greater than 50m. General industries that are able to meet the nuisance buffer requirements imposed by relevant authority for general industries may be allowed in the B1 zones, subject to evaluation by the relevant authority and the competent authority. The quantum of permitted ancillary uses shall not exceed 40% of the total floor area. The types of B1

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and ancillary uses that may be allowed are subject to the evaluation of the competent authority and other relevant authorities.

White zone is used or intend to be used mainly for commercial, hotel, residential, sports and recreational and other compatible uses, or a combination of two or more such uses as a mixed development. To realise the overall planning intention for an area, specific controls on quantum and types of uses may be imposed in some areas.

The existing use appears to be consistent with the planning intention and parameters in the Master Plan (2019 Edition).

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Public Scheme(s)

The official Master Plan Zoning, Road/ Drainage/ MRT Interpretation Plans and other legal requisitions have not been applied for and/or made available to us.

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Services

All essential public utilities and tele-communication services are available for connection.

7 Improvements

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Construction

Reinforced concrete (r.c.) framed structure, r.c. roof with waterproofing and/or insulation, r.c. walls/plastered in-fill brickwalls and r.c. floors/staircases. The subject properties are fitted with timber/glass doors and powder-coated aluminium framed glass windows generally.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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Accommodation

#08-04

#08-04
8th Storey	General factory area and toilet
Mezzanine	Ancillaryoffice area

#08-05

#08-05
8th Storey	General office area and toilet
Mezzanine	Ancillaryoffice area

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Finishes & Fittings

#08-04

#08-04
Flooring	Homogeneous tiles and cement screed
Wall	Emulsion paint and homogeneous tiles
Ceiling	Emulsion paint and ceiling boards with recessed light fittings
**Fittings **	Split-unit air-conditioners

#08-05

#08-05
Flooring	Homogeneous tiles and cement screed
Wall	Emulsion paint, fixed glass panels and homogeneous tiles
Ceiling	Emulsion paint and ceiling boards with recessed light fittings
**Fittings **	Cassette/split-unit air-conditioners

8 Tenancy Details

#08-04

The subject property is currently vacant.

#08-05

We understand that the subject property is currently tenanted at a monthly gross rent of $4,700 from 14 January 2022 to 13 January 2025.

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9 Property Tax

The subject properties are currently assessed by Inland Revenue Authority of Singapore (“IRAS”) as follows:-

Unit No.	Annual Value
#08-04	$48,100
#08-05	$56,400
Total	$104,500

Property tax is payable to IRAS at 10.00% per annum of the assessed annual value.

10 Valuation Methodology

We have assessed the valuation on an As-Is basis, assuming vacant possession and free from all encumbrances.

It has been assumed that reasonable resources are available in negotiating the sale and exposing the property to the market.

In assessing the market values of the subject properties, we have adopted the Direct Comparison Method. Based on our analysis and knowledge of the subject property type and relevant investor profiles, it is our opinion that this methodology would be considered meaningful and applicable in developing a credible value conclusion. Investors do not typically rely on Income Capitalisation Method, Discounted Cash Flow Analysis and Cost Method in Singapore when purchasing a property such as the subject of this report. In the context of land-scarce Singapore, freehold strata-titled industrial properties are typically held for owner-occupation for own-business operations or for capital appreciation rather than for rental income as yields are relatively low as compared to other asset classes such as retail and office. In Singapore, for strata-titled properties of this type and size, market transactions take significance over the rental income that can be generated. Therefore, we have not utilised these methodologies to develop an opinion of the market value.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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The Direct Comparison Method is the most common method of valuation in valuing strata factory units in Singapore, as the transaction data in Singapore is transparent and there are sufficient transactions for analysis to derive at our recommended market values. In this method, a comparison is made with recent sales of similar properties in the subject or comparable vicinities (typically within 6 to 12 months). Adjustments are made for differences in location, size, design and layout, floor loading/ceiling height, standard of building services and facilities provided, age/condition, date of sale, etc., before arriving at the values of the subject properties.

Below is a summary of the sales transactions that we have considered, amongst others:

	Strata Floor Area
Property	(sm)	Sale Price	Date of Sale	Tenure
18 Howard Road #08-10
Novelty Bizcentre	103	$1,318,000	Apr 2024	Freehold
18 Howard Road #09-03
Novelty Bizcentre	101	$1,250,000	Mar 2024	Freehold
18 Howard Road #06-07
Novelty Bizcentre	118	$1,368,888	Feb 2024	Freehold
24 New Industrial Road #02-02*
In Space	228	$2,200,000	Dec 2023	Freehold
22 New Industrial Road #07-27/28**
Primax	270	$1,950,000	Oct 2023	Freehold
11 Irving Place #10-02*** Tai Seng Point	262	$2,500,800	May 2023	Freehold

Source: Realink/URA Transaction Records/Singapore Land Authority

*Ramp-Up Factory and includes void area 65 sm

**Ramp-Up Factory and Includes void area 118 sm

***Includes void area of 96 sm

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Based on publicly available sales data compiled by SISV Realink Services and Realis, we have identified the above six sales as appropriate comparables for our analysis and valuation. These sales share many similar features to the subject property such as the building age, location, design and layout, standard of building services and facilities provided etc.

In general, positive adjustments were applied to the comparables when they are considered inferior vis-à-vis the subject property. Conversely, negative adjustments were applied when the comparables are considered superior.

To the best of our endeavours, the list is exhaustive in formulating our opinion of market value of the Property.

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11 Irving Place #08-04/05 Tai Seng Point Singapore 369551 Our Ref: V/2024/1175/PTE

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11 Valuation

In view of the aforesaid and taking into consideration prevailing market conditions around the material date of valuation, we assess the market value of the subject property on an As-Is basis, with vacant possession and free from all other encumbrances, to be:

Date Of Valuation 21 May 2024

Unit No.	Market Value
#08-04	$2,280,000
#08-05	$2,570,000
Total	$4,850,000

(Singapore Dollars Four Million Eight Hundred And Fifty Thousand Only)

This report has been prepared for the private and confidential use of the instructing party for the stated purpose and it should not be reproduced or circulated in whole or part or relied upon for any other purpose or by any party without written consent and authority.

Prepared by

Savills Valuation And Professional Services (S) Pte Ltd

Jacqueline Tan Foo Fang Xiong M.Sc (Real Estate) B.Sc (Real Estate) Licensed Appraiser No. AD041-2009422G Licensed Appraiser No. AD041-2010181W Member of SISV and RICS Member of SISV Director Manager

FX/JT/ha

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LIMITING CONDITIONS

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Our valuations are	subject to the following limiting conditions unless otherwise stated in our valuation report.
Valuation	The valuation is carried out in accordance with the Valuation Standards and Practice Guidelines published by the Singapore Institute of Surveyors and
Standards:	Valuers, and/or International Valuation Standards and/or RICS Valuation Standards, subject to variations to comply with local laws, customs and
	practices.
Valuation Basis:	The valuation is carried out on a basis appropriate to the specific purpose of valuation, in accordance with the relevant definitions, assumptions and
	qualifications outlined in the valuation report.
	The opinion expressed in the valuation report applies strictly in accordance with the terms and for the purpose expressed therein. The assessed values
	need not be applicable in relation to some other assessment.
Currency of	Values are reported in local currency unless otherwise stated.
Valuation:
Confidentiality:	Our valuation is confidential and strictly for the use of the addressee of the valuation report only and for the specific purpose(s) stated. Savills disclaim
	all responsibility and will accept no accountability, obligation or liability to any third parties.
Copyright:	Neither the whole nor any part of the valuation report or any reference to it may be included in any published document, statement, circular or be
	published in any way, nor in any communication with any third parties, without prior written approval from Savills, including the form and context in which
	it may appear.
Limitation of	The liability of Savills and its employees is only limited to the party to whom the valuation report is addressed. No responsibility to any third parties for
Liability:	unauthorized use and reliance is accepted.
	Any liability arising from the valuers’ negligence, breach of contract or otherwise in connection with this engagement shall be limited to the fees received
	by Savills under this engagement. Savills do not accept liability for any indirect or consequential losses (such as opportunity cost and loss of profits).
Validity Period:	This valuation represents our opinion of value as at the date of valuation. The assessed value may change significantly and unexpectedly over a short
	period arising from general market movement, possible changes in market forces and circumstances in relation to the property. Savills disclaim all
	responsibility and accept no liability should the valuation report be relied upon after the expiration of 3 months from the date of valuation, or such earlier
	date if the addressee of the report becomes aware of any factors that may have an effect on the valuation and has not made known such information to
	Savills.
Titles:	A brief on-line title search on the property has been carried out for formal valuation with site inspection only, unless otherwise stated. We are not obliged
	to inspect and/or read the original title or lease documents, unless they are made available by the client. The valuation shall therefore assume, unless
	informed to the contrary, that there are no further restrictive covenants, easements or encumbrances not disclosed by this brief title search which may
	have an effect on the market value. We assume the title of the property is good and marketable and free from all encumbrances, restrictions and other
	legal impediments.
Planning	Information relating to town planning is obtained from the current Singapore Master Plan which is assumed to be accurate. We do not normally carry
Information:	out legal requisitions on road, MRT, LRT, drainage and other government proposals, unless specifically requested and Savills is properly reimbursed.
	In the event that legal requisitions are conducted by our clients which reveal that the information is materially different from the town planning information
	outlined in the valuation report and/or property is affected by public scheme(s), this report should then be referred back to Savills for review on possible
	amendment.
Other Statutory	Our valuation assumes that the property and any improvements thereon comply with all relevant statutory regulations. We have assumed that the
Regulations:	property has been or will be issued with a Temporary Occupation Permit, Certificate of Fitness, Certificate of Statutory Completion or Temporary
	Occupation License by the competent authority.
Site Condition:	We do not undertake site investigations to ascertain the suitability of the ground conditions and services for the existing or any new development, nor
	do we carry out any environmental or geotechnical surveys. We have assumed that these aspects are satisfactory and where new development is
	proposed, no extraordinary expenses or delays will be incurred during the construction period. We have assumed that the load bearing capacity of the
	site is sufficient to support the building constructed or to be constructed thereon.
Condition of	While due care is exercised in the course of inspection to note any building defects, no structural survey or testing of the services or facilities are carried
Property:	out nor have we inspected the unexposed or inaccessible portions of the building. As such, we are unable to comment if the building is free from defect,
	rot, infestation, asbestos or other hazardous material. Our valuation assumes that the building would not have any defects requiring significant capital
	expenditure and complies with all relevant statutory requirements.
Source of	Where it is stated in the valuation report that the information has been provided to the valuer by the sources listed, this information is presumed to be
Information:	reliable. Savills takes no responsibility for inaccurate data supplied and subsequent conclusions related to such data. Where information is given
	without reference to another party in the report, it shall be taken that this information has been obtained or gathered through our best efforts and to our
	best knowledge. Processed data inferences therefrom shall be taken as the valuer’s opinion and shall not be freely quoted without acknowledgement.
Floor Areas:	We have assumed that information contained in the surveyed or architectural floor plans is accurate and has been prepared in accordance with the
	prevailing Professional Property Practice Guidelines. In the absence of such plans, the floor area is estimated based on available secondary information
	and such estimates do not provide the same degree of accuracy or certainty. In the event that there is a material variance in areas, we reserve the right
	to review our valuation.
Plans:	Plans included in the valuation report are for identification purposes only and should not be relied upon to define boundaries or treated as certified copies
	of areas or other particulars contained therein. All location plans are obtained from OneMap. While we have endeavoured to ensure the maps are
	updated, we do not vouch for the accuracy of the map and shall not be responsible if it is otherwise.
Tenant:	No enquiries on the financial standing of actual or prospective tenants have been made. Where property is valued with the benefit of lettings, it is
	assumed that the tenants are capable of meeting their obligations under the lease and there are no arrears of rent or undisclosed breaches of covenant.
Reinstatement	Our opinion of the reinstatement cost for fire insurance purpose is provided only for guidance and must not be relied upon as the basis for insurance
Cost:	cover. We advise that we are not quantity surveyors and our estimate of the construction cost is based upon published sources. We recommend that
	verification of the reinstatement cost be sought from a qualified quantity surveyor, if considered appropriate.
Attendance in	Savills or its employees are not obliged to give testimony or to appear in court or any other tribunal or to any government agency with regards to this
Court:	valuation report or with reference to the property in question unless prior arrangement has been made and Savills are properly reimbursed.

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Annex 1

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

Printed On: (19-Apr-2024) PO No: (V4035829S) Copyright © 2024 Singapore Land Authority. All Rights Reserved.

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11 IRVING PLACE #08-04/05 TAI SENG POINT SINGAPORE 369551

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08-04 Frontage
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08-04 General Factory Area

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08-05 Frontage
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08-05 General Office Area

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11 IRVING PLACE #08-04/05

TAI SENG POINT SINGAPORE 369551

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Source : OneMap

LOCATION PLAN

(NOT TO SCALE) For Identification Purposes Only

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11 IRVING PLACE #08-04/05 TAI SENG POINT SINGAPORE 369551

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FLOOR PLAN

(NOT TO SCALE) For Identification Purposes Only

Savills Valuation And Professional Services (S) Pte Ltd

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particular given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures

As at the Latest Practicable Date, interests or short positions in the Shares, underlying Shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO held by the Directors and chief executive of the Company which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transaction by Directors of Listed Issuers (the “ Model Code ”) set out in Appendix C3 to the Listing Rules as adopted by the Company, were as follows:

(i) Interests in the Company

Name	of	Nature of interest	Nature of interest	Number of	Approximate
Director				Shares held/	percentage of
				interested(1)	shareholding
					(%)
Mr. Yang		Interest in	controlled	409,050,000(L)	51.13125
		corporation(2)
Ms. Han Yuying		Interest in	controlled	136,350,000(L)	17.04375
(“Ms. Han”)		corporation(3)

Notes:

(1) The letter “L” denotes the person’s long position in the Shares.

(2) These Shares were held by Huada Developments. The issued share capital of Huada Developments is owned as to 80% by Mr. Yang and as to 20% by his spouse, Ms. Chao Jie (“ Ms. Chao ”). Therefore, Mr. Yang is deemed to be interested in the Shares beneficially owned by Huada Developments under the SFO.

(3) These Shares were held by Eagle Soar Global Limited (“ Eagle Soar ”). The entire issued share capital of Eagle Soar is owned by Ms. Han. Therefore, Ms. Han is deemed to be interested in the Shares beneficially owned by Eagle Soar under the SFO.

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(ii) Interests in the ordinary shares of associated corporation

Name	of	Name	of	Nature	of	Number of	Approximate
Director		associated		interest		Shares held/	percentage of
		corporation				interested	shareholding
						(note)	(%)
Mr. Yang		Huada		Beneficial		80(L)	80
		Developments		owner

Note: The letter “L” denotes the person’s long position in the Shares.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company and/or any of their respective associates had registered any interests or short positions in any shares and underlying shares in, and debentures of, the Company or any associated corporations, or any of their spouses or children under the age of 18 recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or the Model Code.

Substantial Shareholders’ and others’ interests and short positions in Shares and underlying Shares

So far as the Directors are aware, as at the Latest Practicable Date, the persons (other than the Directors or chief executives of the Company) who had an interest or a short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

ows:	ows:
Name of Shareholder		Nature	of interest	Number of	Approximate
				Shares held/	percentage of
				interested(1)	shareholding
					(%)
Huada Developments		Beneficial owner(2)		409,050,000(L)	51.13125
Ms. Chao Jie		Interest	of spouse(2)	409,050,000(L)	51.13125
Eagle Soar		Beneficial owner(3)		136,350,000(L)	17.04375
Mr. Liu Hai	(“Mr.	Interest	of spouse(3)	136,350,000(L)	17.04375
Liu”)
Wai Tian Holdings		Beneficial owner(4)		54,600,000(L)	6.825
Limited (“Wai Tian”)
Mr. Zhan	Lixiong	Interest	in controlled	54,600,000(L)	6.825
(“Mr. Zhan”)		corporation(4)
Ms. Zheng Dan (“Ms.		Interest	of spouse	54,600,000	6.825
Zheng”)

Notes:

(1) The letter “L” denotes the person’s long position in the Shares.

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• (2) The issued share capital of Huada Developments is owned as to 80% by Mr. Yang and as to 20% by his spouse, Ms. Chao. Therefore, Mr. Yang is deemed to be interested in the Shares beneficially owned by Huada Developments under the SFO, and Ms. Chao is deemed to be interested in the Shares in which Mr. Yang is interested in under the SFO.

• (3) The entire issued share capital of Eagle Soar is owned by Ms. Han and Mr. Liu is the spouse of Ms. Han. Therefore, Ms. Han is deemed to be interested in the Shares beneficially owned by Eagle Soar under the SFO and Mr. Liu is deemed to be interested in the Shares in which Ms. Han is interested under the SFO.

• (4) The entire issued share capital of Wai Tian is owned by Mr. Zhan and Ms. Zheng is the spouse of Mr. Zhan. Therefore, Mr. Zhan is deemed to be interested in the Shares beneficially owned by Wai Tian under the SFO and Ms. Zheng is deemed to be interested in the Shares in which Mr. Zhan is interested under the SFO .

Save as disclosed above, as at the Latest Practicable Date, the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company, other than the Directors and chief executive of the Company, which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

4. COMPETING INTERESTS

None of the Directors or their respective associate(s) are considered to have interests in business which compete or are likely to compete, either directly or indirectly, with the business of the Group which require disclosure under the Listing Rules. In any event, such Directors will be subject to the usual requirement to abstain from voting on resolutions of the Board approving any proposal in which any Director or his associate has a material interest, such that the decision making of the Board should not be affected by such material interest.

5. INTERESTS IN CONTRACTS, ASSETS AND ARRANGEMENT OF SIGNIFICANCE

None of the Directors is materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any asset which had been acquired, or disposed of by, or leased to any member of the

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Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2023, the date to which the latest published audited financial statements of the Group were made up.

6. MATERIAL CLAIMS AND LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the Group within two (2) years immediately preceding the Latest Practicable Date which are or may be material:

• a) Option Letter A;

• b) Option Letter B;

• c) the option letter dated 28 March 2024 (the “ March Option Letter ”) entered into by the Vendor in relation to the grant of the option to 365 Cancer Prevention Society to purchase the units located at 11 Irving Place, #08-01/02/03 Tai Seng Point, Singapore 369551 at the consideration of S$7,840,000 (equivalent to approximately HK$45,472,000) pursuant to the terms and conditions of the March Option Letter; and

• d) the sale and purchase agreement dated 4 January 2024 (the “ Evermega Sale and Purchase Agreement ”) and entered into between BHCC Development Pte. Ltd. (“ BHCC Development ”), an indirect wholly-owned subsidiary of the Company, as purchaser, and Mr. Teo Wai Leong (“ Mr. Teo ”), as vendor, in relation to the acquisition (i) the acquisition of 450 ordinary shares in the issued share capital of Evermega Investment Holdings Pte. Ltd. (the “ Target Company ”) and the outstanding loans and other debts owed to Mr. Teo by the Target Company in the amount of S$5,490,169.20 for the aggregate consideration of S$5,490,619.20; and (ii) the capital contribution in the aggregate amount of up to S$17,010,000 to be provided by BHCC Development to the Target Company by way of subscription of further share capital of the Target Company and/or provision of shareholder’s loan(s).

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Qualification

Name

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Savills Valuation and Professional Independent professional valuer Services (S) Pte Ltd

As at the Latest Practicable Date, Savills Valuation and Professional Services (S) Pte Ltd (i) had no shareholding in any member of the Group and did not have any right, whether legal enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 December 2023 (the date to which the latest published audited consolidated financial statements of the Company were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (iii) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or report given as of the date of this Circular and the reference to its name included herein in the form and context in which it appears.

9. GENERAL

• (a) The company secretary of the Company is Ms. Chan So Fun, a practicing solicitor in Hong Kong.

• (b) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, the headquarters and principal place of business in Singapore is at No. 1 Tampines North Drive 3, #08-01, BHCC SPACE, Singapore 528499, and the principal place of business in Hong Kong is at Unit 1205, 12[th] Floor, Far East Consortium Building, 121 Des Voeux Road Central, Central, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong.

• (d) This circular is in both English and Chinese. In the event of inconsistency, the English text shall prevail.

10. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.bhcc.com.sg) from the date of this circular up to and including 25 June 2024, being a period of not less than 14 days:

• (a) the letter from the Board, the text of which is set out on pages 4 to 11 of this circular;

• (b) the Valuation Report, the text of which is set out in Appendix II to this circular;

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• (c) the letter of consent from Savills Valuation and Professional Services (S) Pte Ltd ;

• (d) the material contracts entered into by the Group as set out in the section headed “Material Contracts” in this appendix; and

• (e) this circular.

Waiver from strict compliance with Rule 14.66(1) and paragraph 43(2)(c) of Appendix D1B to the Listing Rules

The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 14.66(10) and paragraph 43(2)(c) of Appendix D1B to the Listing Rules to redact certain information in the Option Letters, the March Option Letter and the Evermega Sale and Purchase Agreement on display concerning (i) the personal address of the signing parties thereto; and (ii) the personal identification document number of both the signing parties and their respective signing witness (collectively, the “ Confidential Information ”), on the following basis:-

• (i) the Confidential Information is private and confidential in nature and constitutes personal data of the signing parties and their respective witness, all of whom have not given their respective consent to the Company for the disclosure of the Confidential Information, and the Company may be in violation of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) for disclosing the Confidential Information without consent; and

• (ii) the Confidential Information is irrelevant to the subject matter of the present transaction, i.e. the grant of Options and the Possible Disposals contemplated thereunder, and the content of the Circular and other documents on display, will sufficiently enable Shareholders to make a properly informed assessment of the grant of Options and the Possible Disposals contemplated thereunder and to make an informed voting decision should the Company were to convene a general meeting for the approval of the same.

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