Chuan Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 24, 2021

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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was affected for transmission to the purchaser or 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 loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Chuan Holdings Limited �������[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

MAJOR TRANSACTION IN RELATION TO FORMATION OF JOINT VENTURE

All capitalised terms used in this cover shall have the same meanings set out in the section headed ‘‘Definitions’’ of this circular.

A letter from the Board is set out on pages 5 to 20 of this circular.

The transaction being the subject matter of this circular has been approved by a written shareholder’s approval pursuant to the Listing Rules and this circular is being despatched to the Shareholders for information only.

25 June 2021

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	I – 1
Appendix II – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II – 1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘Announcement’’

the announcement of the Company dated 7 May 2021 in relation to the formation of joint venture

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Brewster Global’’ Brewster Global Holdings Limited, a company incorporated in the BVI with limited liability on 20 May 2015, which is wholly-owned by Mr. Lim Kui Teng, who is an executive Director and the chief executive officer of the Company

• ‘‘Business Day(s)’’ a day (other than a Saturday and other general holidays in Hong Kong) on which licensed banks in Hong Kong are generally open for normal business to the public

• ‘‘BVI’’ the British Virgin Islands

• ‘‘CEL’’ CEL Development Pte. Ltd., a company incorporated in Singapore with limited liability, which is a wholly-owned subsidiary of Chip Eng Seng Corporation Ltd., which is listed on the Main Board on the Singapore Exchange Securities Trading Limited

• ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Company’’ Chuan Holdings Limited 川控股有限公司*, 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: 1420)

• ‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company ‘‘Group’’ the Company together with its subsidiaries from time to time

• For identification purpose only

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

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

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Independent Third Party(ies)’’

• any person or company and their respective ultimate beneficial owner(s), to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, are third parties independent of the Company and its connected persons

• ‘‘Joint Tenderers’’

• means, collectively, the JV Company, CEL and SHIPL, who together submitted a joint tender for the enbloc acquisition of the Property

• ‘‘JV Company’’

• Chuan Investments Pte. Ltd., a company incorporated in Singapore with limited liability on 4 May 2021 and is owned as to one-third each by Longlands, Mr. Tng, and Mr. Yang, respectively, as at the Latest Practicable Date

• ‘‘Latest Practicable Date’’

• 22 June 2021, being the latest practicable date prior to the printing of this circular for the purposes of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’

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

• ‘‘Longlands’’

• Longlands Holdings Limited, a company incorporated in the BVI with limited liability, which is a wholly-owned subsidiary of the Company and has one-third equity interest in the JV Company as at the Latest Practicable Date

• ‘‘Maxwell Commercial’’

Maxwell Commercial Pte. Ltd., a company incorporated in Singapore with limited liability on 19 May 2021 and is owned as to 30%, 40% and 30% by the JV Company, CEL and SHIPL, respectively, as at the Latest Practicable Date

• ‘‘Maxwell Residential’’

Maxwell Residential Pte. Ltd., a company incorporated in Singapore with limited liability on 19 May 2021 and is owned as to 30%, 40% and 30% by the JV Company, CEL and SHIPL, respectively, as at the Latest Practicable Date

– 2 –

DEFINITIONS

Mr. Tng Kay Lim, who is the founder and managing director of Kay Lim Holdings Pte. Ltd. and has one-third equity interest in the JV Company as at the Latest Practicable Date

‘‘Mr. Tng’’ Mr. Tng Kay Lim, who is the founder and managing director of Kay Lim Holdings Pte. Ltd. and has one-third equity interest in the JV Company as at the Latest Practicable Date ‘‘Mr. Yang’’ Mr. Yang Tse Pin, who is an entrepreneur and has onethird equity interest in the JV Company as at the Latest Practicable Date

• ‘‘Project Joint Venture’’ two joint venture companies, namely, Maxwell Commercial and Maxwell Residential, established by the JV Company, CEL and SHIPL for the acquisition and redevelopment of the Property

• ‘‘Property’’ Maxwell House, a 13-storey residential and commercial mixed-use building comprising 145 strata units located at 20 Maxwell Road, Singapore 069113

‘‘S$’’ Singapore dollars, the lawful currency of Singapore ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary shares of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

‘‘Shareholders’ Agreement’’ the shareholders’ agreement dated 7 May 2021 entered into by and among Longlands, Mr. Tng, Mr. Yang and the JV Company governing the establishment, operation and management of the JV Company

‘‘SHIPL’’ SingHaiyi Investments Pte. Ltd., a company incorporated in Singapore with limited liability, which is a whollyowned subsidiary of SingHaiyi Group Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited

‘‘Singapore’’ the Republic of Singapore

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 3 –

DEFINITIONS

‘‘subsidiary(ies)’’ has the meaning ascribed thereto under the Listing Rules ‘‘%’’ per cent

For the purpose of this circular and for illustrative purpose only, unless otherwise specified, conversion of S$ into HK$, is based on the approximate exchange rate of S$1 to HK$5.82. No representation is made that any amounts in S$ have been or could be converted at the above rate or at any other rates.

– 4 –

LETTER FROM THE BOARD

Chuan Holdings Limited �������[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1420)

Executive Directors: Mr. Lim Kui Teng Mr. Quek Sze Whye Mr. Bijay Joseph Mr. Lau Yan Hong

Non-executive Director: Mr. Phang Yew Kiat (Chairman)

Independent non-executive Directors: Mr. Chan Po Siu Mr. Wee Hian Eng Cyrus Mr. Xu Fenglei

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business In Hong Kong Rooms 2102-03, 21/F, 299 QRC Nos. 287-299 Queen’s Road Central Hong Kong

Headquarters and principal place of business in Singapore 20 Senoko Drive Singapore 758207

25 June 2021

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO FORMATION OF JOINT VENTURE

INTRODUCTION

Reference is made to the Announcement. On 7 May 2021, Longlands, a wholly-owned subsidiary of the Company, entered into the Shareholders’ Agreement with Mr. Tng, Mr. Yang and the JV Company for the establishment, operation and management of the JV Company, whose main purpose is to further invest in the Project Joint Venture, which the JV Company would own 30% equity interest. The Project Joint Venture intends to own and carry out the redevelopment of the Property, currently known as Maxwell House, a 13-storey residential and commercial mixeduse building comprising 145 strata units located at 20 Maxwell Road, Singapore 069113 with a land area of 3,883.3 square metres, which will be used for the redevelopment of a commercial and residential mixed-use development project.

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

As one or more of the applicable percentage ratios (as calculated under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Shareholders’ Agreement exceed 25% but less than 100%, the entering into of the Shareholders’ Agreement constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide you with, among other things, (i) further information on the details of the Shareholders’ Agreement; and (ii) other information as required under the Listing Rules.

FORMATION OF JOINT VENTURE

The principal terms of the Shareholders’ Agreement are summarised as follows:

Date: 7 May 2021 Parties: (i) Longlands; (ii) Mr. Tng; (iii) Mr. Yang; and (iv) the JV Company.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of Mr. Tng and Mr. Yang is an Independent Third Party.

Scope of business

The principal scope of business of the JV Company is investment holding, which holds shares of the companies that will engage in the business of investment holding, property investment and/or redevelopment in Singapore. As at the Latest Practicable Date, the JV Company intends to further invest in the Project Joint Venture, which the JV Company holds 30% equity interest. The Project Joint Venture is intended to own and carry out the redevelopment of the Property as a commercial and residential mixed-use development project.

Capital commitment

As at the Latest Practicable Date, the JV Company is owned as to one-third each by Longlands, Mr. Tng and Mr. Yang, respectively.

– 6 –

LETTER FROM THE BOARD

Pursuant to the Shareholders’ Agreement, among other things, each of Longlands, Mr. Tng and Mr. Yang, agreed to provide a capital commitment in a sum of not more than S$17,000,000 (equivalent to approximately HK$98,940,000) based on their pro-rata interest in the JV Company, which comprises a combination of paid-up share capital and provision of shareholders’ loans to the JV Company. Each of their capital commitment under the Shareholders’ Agreement represented one-third of the JV Company’s portion (being 30%) of the cash contribution or commitment towards the Project Joint Venture’s total estimated capital needs for the redevelopment costs (being an amount in the range of 20% to 27% of the total estimated capital needs for the proposed redevelopment project of the Property) as further elaborated below and generally for any other potential property development projects to be invested by the JV Company in the future.

Immediately after the execution of the Shareholders’ Agreement, the JV Company increased its initial paid-up capital to S$300,000 (equivalent to approximately HK$1,746,000), of which each of Longlands, Mr. Tng and Mr. Yang contributed S$99,999 (equivalent to approximately HK$581,994) each in cash for the subscription of 99,999 ordinary shares in the JV Company, making them each holding 100,000 ordinary shares in the JV Company. The consideration for the subscription of shares in the JV Company was determined with reference to the nominal value of the enlarged issued share capital of the JV Company.

On 7 May 2021, each of Longlands, Mr. Tng and Mr. Yang entered into a shareholder’s loan agreement with the JV Company, pursuant to which the balance of the capital contribution is to be made by way of unsecured interest-free shareholders’ loans from each of Longlands, Mr. Tng and Mr. Yang in the amount of not more than S$16,900,000 (equivalent to approximately HK$98,358,000) for the purpose of financing the redevelopment project of the Property. The amount of the contribution was determined based on the cash contribution or commitment towards the capital needs for the proposed redevelopment project of the Property (being an amount in the range of 20% to 27% of the total estimated capital needs for the proposed redevelopment project of the Property). The unsecured interest-free shareholders’ loans are repayable on demand.

As at the Latest Practicable Date, the total amount of capital needs for the proposed redevelopment project of the Property was estimated to be not more than S$610.0 million (equivalent to approximately HK$3,550.2 million), mainly comprising (i) the acquisition price for the Property of S$276.8 million (equivalent to approximately HK$1,611.0 million) of which S$1.0 million (equivalent to approximately HK$5.8 million) had been paid as tender fee by the JV Company, CEL and SHIPL in proportion to their equity interests in the Project Joint Venture; and (ii) redevelopment costs for the Property into a residential and commercial mixed-use building of approximately S$333.2 million (equivalent to approximately HK$1,939.2 million). As at the Latest Practicable Date, the shareholders to the Project Joint Venture intended to finance the acquisition price of the Property and the redevelopment costs as follows:

– 7 –

LETTER FROM THE BOARD

• (i) acquisition price of the Property of S$276.8 million (equivalent to approximately HK$1,611.0 million)

• (a) depending on the amount of bank loan to be obtained by the Project Joint Venture in (i)(b) below, interest-bearing shareholders’ loans in an aggregate amount ranging from approximately S$55.4 million (equivalent to approximately HK$322.4 million) to approximately S$74.7 million (equivalent to approximately HK$434.8 million), representing approximately 20% to 27% of the acquisition price of the Property, of which, as at the Latest Practicable Date, approximately S$22.1 million (equivalent to approximately HK$128.6 million) has been lent to the Project Joint Venture by the JV Company, CEL and SHIPL proportional to their respective equity interests in the Project Joint Venture, with the JV Company responsible for approximately S$6.6 million (equivalent to approximately HK$38.4 million). As such, the maximum contribution from Longlands will be approximately S$7.5 million (equivalent to approximately HK$43.7 million); and

• (b) a bank loan for the remaining amount ranging from approximately S$202.1 million (equivalent to approximately HK$1,176.2 million) to approximately S$221.4 million (equivalent to approximately HK$1,288.5 million); and

• (ii) redevelopment costs of approximately S$333.2 million (equivalent to approximately HK$1,939.2 million)

• (a) a bank loan of an amount ranging from approximately S$243.2 million to S$266.6 million (equivalent to approximately HK$1,415.4 million to HK$1,551.4 million); and

• (b) further shareholders’ loan of an amount ranging from approximately S$66.6 million to approximately S$90.0 million (equivalent to approximately HK$387.6 million to HK$523.6 million), representing approximately 20% to 27% of the redevelopment costs of the Property, to be provided by the JV Company, CEL and SHIPL, in proportion to the respective equity interests in the Project Joint Venture. As such, the maximum contribution from Longlands will be approximately S$9.0 million (equivalent to approximately HK$52.4 million). As at the Latest Practicable Date, no such shareholders’ loan has been lent to the Project Joint Venture by the JV Company, CEL and SHIPL.

Based on the above, the capital commitment of Longlands through its investment in the JV Company is expected to be up to approximately S$16.6 million (equivalent to approximately HK$96.0 million) (inclusive of the paid-up share capital of the JV Company of S$100,000 (equivalent to approximately HK$582,000)). As at the Latest Practicable Date, the Directors do not expect Longlands to commit any further investment into the JV Company other than the capital commitment as mentioned above.

– 8 –

LETTER FROM THE BOARD

The Group will finance its part of the capital commitment from its internal resources (without utilising any bank facilities).

Management

The board of directors of the JV Company will consist of three directors. Each of Longlands, Mr. Tng and Mr. Yang is entitled appoint and nominate one director to the board of directors of the JV Company. The quorum of a meeting of the board of directors of the JV Company shall be three directors. As at the Latest Practicable Date, each of Mr. Lim Kui Teng (who is an executive Director and the representative of Longlands in the JV Company), Mr. Tng and Mr. Yang are the directors of the JV Company. Mr. Lim Kui Teng is also appointed as the chairman of the board of directors of the JV Company.

The board of directors of the JV Company shall be responsible for making decisions relating to the business of the JV Company from time to time. All matters to be determined by the board of directors of the JV Company shall be by majority decision.

Voting arrangement

Pursuant to the Shareholders’ Agreement, each shareholder of the JV Company shall be entitled to one vote for each share of the JV Company held and the right to receive notice of, attend and vote as a member of the JV Company, at any general meeting of the JV Company. Each of Longlands, Mr. Tng and Mr. Yang has one-third of the voting rights of the JV Company.

Deadlock

In the event that there is a failure to obtain unanimous approval of the shareholders or the directors of the JV Company in respect of a reserved matter specified in the Shareholders’ Agreement (a ‘‘Deadlock’’) within 30 days after its proposal, the shareholders or the directors of the JV Company shall be entitled to serve a written notice to the other shareholders or directors declaring that a Deadlock has arisen (the ‘‘Deadlock Notice’’) within 10 days of the expiry of such 30-day period.

If a shareholder or director of the JV Company serves the Deadlock Notice and the matter has not been resolved between the shareholders of the JV Company within 30 days after the date of service of the Deadlock Notice, the shareholders of the JV Company shall negotiate to resolve the dispute amicably through mutual consultation within 15 days from the date of the dispute being referred to them.

– 9 –

LETTER FROM THE BOARD

If no resolution is reached on the expiration of the 15-day period by the shareholders of the JV Company, Longlands may deliver a written notice on the other shareholders of the JV Company (a copy of such notice to be given to the board of directors of the JV Company) to refer the resolution of the Deadlock to Mr. Lim Kui Teng representing Longlands, Mr. Tng and Mr. Yang, all of whom shall amicably and in good faith seek to resolve the Deadlock. If such Deadlock is still unable to be resolved within a period of 30 days:

• (i) the non-agreeing shareholder of the JV Company shall have the option at its/his own discretion to sell its/his shares in the JV Company to the other agreeing shareholders of the JV Company at the purchase price as determined in the Shareholders’ Agreement but without further remedies at law or otherwise; or

• (ii) all shareholders of the JV Company to proceed to liquidate the JV Company at the JV Company’s own costs and expenses related to such liquidation proceedings.

Pursuant to the Shareholders’ Agreement, the purchase price for the sale of the shares in the JV Company during a Deadlock is to be determined by the auditors of the JV Company, who will act as an independent expert and not as an arbitrator. The auditors of the JV Company must determine the purchase price (i) in accordance with accounting standards, practices and principles generally accepted in Singapore and Hong Kong and as consistently applied in the past by the JV Company; (ii) with regard to the profit, strategic positioning, future prospects and undertaking of the business of the JV Company; (iii) valuation of the real property assets of the JV Company and its subsidiaries, other tangible assets and related liabilities on a cost-basis, consistent with the basis of the accounting principles set forth in the accounts of the JV Company; (iv) with respect to debt or liability of the JV Company, the assessment must be consistent with the methodology of how similar liabilities have historically been paid or settled; (v) on the basis that the valuation is between a willing seller and a willing purchaser at arm’s length; (vi) by subtracting any costs and taxes incurred or likely to be incurred from the transaction; and (vii) on any basis it considers appropriate. The auditors’ certificate regarding the value of the shares in the JV Company is binding on each shareholder of the JV Company in the absence of manifest error.

If Longlands is the non-agreeing shareholder of the JV Company during a Deadlock, Longlands has the discretion to decide whether to exercise the option to sell its shares of the JV Company. Similarly, if Longlands is the agreeing shareholder the JV Company during a Deadlock, Longlands has the discretion to decide whether to take up the shares of the JV Company when the other non-agreeing shareholder exercises the option to sell the shares of the JV Company. The Company will comply with the requirements of the Listing Rules when a Deadlock occurs in the future and if Longlands exercises either one of the abovementioned options.

– 10 –

LETTER FROM THE BOARD

In the event that the non-agreeing shareholder of the JV Company does not exercise its/his option to sell its/his shares of the JV Company or the other shareholders of the JV Company do not wish to purchase such shares of the JV Company, the JV Company will be liquidated pursuant to the Shareholders’ Agreement.

Profit distribution

Pursuant to the Shareholders’ Agreement, each shareholder of the JV Company shall be entitled to receive any distributions as the board of directors of the JV Company may from time to time declare in proportion to its/his shareholding, pari passu with the other shareholders of the JV Company, in accordance with the Shareholders’ Agreement and the constitution of the JV Company.

Subject to the requirements of relevant applicable laws, and unless the shareholders of the JV Company and the JV Company otherwise agree in relation to any particular financial year, if any shareholders’ loans are outstanding, all distributable profits shall be applied by the JV Company to repay the outstanding principal amount of any shareholder’s loans.

Subject to the requirements of relevant applicable laws and unless the shareholders of the JV Company and the JV Company otherwise agree in relation to any particular financial year, if there are no shareholders’ loans outstanding, the JV Company shall, distribute by way of dividend as determined and declared by its board of directors from time to time pari passu between shares, not less than 10% of the realised consolidated profits of the JV Company (less any accumulated losses) in relation to each financial year after the deduction of taxation, minority interests and extraordinary items as shown in the audited accounts for that year, subject to the JV Company retaining sufficient working capital for its needs as contemplated in the approved annual budget.

Other rights

The Shareholders’ Agreement also contains other customary and arm’s length negotiated provisions regulating the parties’ relationship as shareholders of the JV Company, including, among others, the pre-emption rights, the right of first refusal, a list of reserved matters requiring unanimous consent of all shareholders and termination arrangements.

– 11 –

LETTER FROM THE BOARD

The corporate shareholding structure of the JV Company and the Project Joint Venture can be diagrammatically presented as follows:

==> picture [365 x 261] intentionally omitted <==

----- Start of picture text -----

Company
(Cayman Islands)
100%
Longlands Holdings Limited
Tng Kay Lim Yang Tse Pin
(BVI)
one-third one-third one-third
Chuan Investments CEL Development SingHaiyi
Pte. Ltd. Pte. Ltd. Investments Pte. Ltd.
(Singapore) (Singapore) (Singapore)
30% 40% 30%
Project Joint Venture
(comprising two companies)
The Property
----- End of picture text -----

PRINCIPAL BUSINESS OF THE JV COMPANY

The JV Company is a company incorporated in Singapore with limited liability on 4 May 2021, which is an investment holding company to hold shares of the companies that will engage in the business of investment holding, property investment and/or redevelopment in Singapore. Given that the JV Company is newly incorporated, there is no financial information available as at the Latest Practicable Date. As at the Latest Practicable Date, the JV Company has a paid-up capital of S$300,000.

– 12 –

LETTER FROM THE BOARD

The Project Joint Venture

On 6 May 2021, the JV Company, CEL and SHIPL entered into a letter of agreement on joint tender and a memorandum of understanding to jointly tender for, purchase and redevelop the Property, and upon successful of the tender, to establish the Project Joint Venture to undertake the redevelopment of the Property. The JV Company intends to further invest in the Project Joint Venture, comprising two joint venture companies established with CEL and SHIPL, of which the JV Company, CEL and SHIPL own as to 30%, 40% and 30% equity interest, respectively. The Project Joint Venture will separately own and carry out the redevelopment of the residential portion and commercial portion of the Property, currently known as Maxwell House, a 13-storey residential and commercial mixed-use building comprising 145 strata units located at 20 Maxwell Road, Singapore 069113 with a land area of 3,883.3 square metres. On 19 May 2021, each of Maxwell Commercial and Maxwell Residential was incorporated in Singapore as the Project Joint Venture, to separately carry out the redevelopment of the commercial portion of the Property and the residential portion of the Property, respectively.

Pursuant to the memorandum of understanding, the JV Company, CEL and SHIPL will enter into joint venture agreements in respect of the Project Joint Venture which will include, among others, the following salient terms:

• (a) the parties will contribute equity and other financial support (including additional equity, shareholders’ loans and/or guarantees) to the Project Joint Venture in their respective shareholding proportions;

• (b) CEL will solely manage and provide the services relating to design management, management of the construction process and property management of the Property after the temporary occupation permit is obtained, and be entitled to an aggregate fee equivalent to 1.1% of the total construction cost for completion of the redevelopment project of the Property;

• (c) CEL shall manage and provide services relating to marketing of the units for sale (or as the case may be, for lease) in relation to the redevelopment project of the Property and overseeing the preparation of the sale or (if applicable) lease documents for the units in the redevelopment project of the Property (such as the option to purchase, sale and purchase agreement, notice of vacant possession and lease agreement), and be entitled to an aggregate fee equivalent to 0.15% of the gross revenue on the sale of the units;

– 13 –

LETTER FROM THE BOARD

• (d) CEL shall be appointed to provide corporate services (including administration and accounting as well as sourcing for external financing for acquisition of the Property and funding the construction costs, negotiating with the lenders/financiers and any subsequent refinancing or changes to the terms of the initial financing) to the Project Joint Venture from the date of incorporation until liquidation at a monthly fee of S$4,000 per company (exclusive of goods and services tax); and

• (e) other customary provisions such as a list of directors’ reserved matters and a list of shareholders’ reserved matter.

Each of SHIPL and the JV Company will not participate in the management and operations of the Project Joint Venture, and will remain as investors of the Project Joint Venture.

As at the Latest Practicable Date, the JV Company, CEL and SHIPL have yet to enter into the joint venture agreement as they were still finalising the terms of the joint venture agreement. Due to the large number of parties involved, which include three listed companies and the prolonged process involving the reviews and negotiations among their respective teams of legal advisors to ensure compliance with the relevant corporate governance procedures and listing rules requirements, it is expected that the joint venture agreement will be entered into among the parties in or before July 2021.

On 19 May 2021, the JV Company, CEL and SHIPL as the lenders (‘‘Lenders’’), and Maxwell Commercial and Maxwell Residential as the borrowers (‘‘Borrowers’’), have entered into a shareholders’ loan agreement pursuant to which the Lenders have agreed to grant to the Borrowers a loan in the aggregate principal amount of approximately S$22.1 million (equivalent to approximately HK$128.6 million). The loan is unsecured and bearing an interest at the rate of 1.5% per annum (prior to the Borrowers obtaining external financing for the redevelopment project) and at the interest rate stated in the external financing loan agreement, facility letter or other agreement for acquisition of the Property (upon obtaining the external financing to fund the acquisition of the Property). The loan was drawn down on 19 May 2021, and will be repaid in full on the date falling no later than three months after the last of all external financing incurred by the Borrowers for the redevelopment project of the Property is repaid in full, subject always to the availability of funds and applicable laws and regulations. The loan is used for the purposes of paying the tender fee, the stamp duty in connection with the acquisition of the Property and part payment of the purchase price of the Property. Pursuant to the shareholders’ loan agreement, the JV Company lent the Borrower a sum in the principal amount of approximately S$6.6 million (equivalent to approximately HK$38.4 million).

– 14 –

LETTER FROM THE BOARD

Maxwell Commercial and Maxwell Residential entered into a co-development deed on 31 May 2021 to, among others, (i) acquire and hold the beneficial interests in the Property as tenants in common in the agreed proportion, which is determined based on the relative proportions between the market values of the commercial units and the residential units; (ii) develop the Property into a mixed commercial and residential development comprising commercial units and residential units with the intention that the residential units are to be owned and developed by Maxwell Residential for sale and the commercial units are to be owned and developed by Maxwell Commercial for sale and/or long term investment holding and leasing, as determined by Maxwell Commercial in its absolute discretion; and (iii) to hold the residential units in trust for Maxwell Residential and the commercial units in trust for Maxwell Commercial, respectively.

The Property

The Property is within minutes’ walk from Tanjong Pagar MRT station along the East-West Line and the upcoming Maxwell MRT station along the Thomson-East Coast Line. It is easily accessible to other parts of the island via the Central Expressway (CTE), Ayer-Rajah Expressway (AYE) and Marina Coastal Expressway (MCE). It is in the immediate vicinity of the dining and entertainment precinct along Tras Street, Duxton Hill and Keong Saik Road and it is also within walking distance to shopping options at 100AM mall and Tanjong Pagar Centre, and a short distance to the medical hub at the Singapore General Hospital. The Property is expected to benefit from the spill over effects from the rejuvenation of the Tanjong Pagar planning area.

The Property currently has a 99-year tenure starting from 2 June 1969. The Joint Tenderers will seek in-principle approval from the Singapore Land Authority to issue a fresh 99 years lease, such application is expected to be made in or before September 2021. In addition, the Property is currently zoned ‘‘commercial’’ with a plot ratio of 4.3. The Joint Tenderers submitted an application on 25 May 2021 for an approval from the Singapore Urban Redevelopment Authority to redevelop the Property into a ‘‘Commercial and Residential’’ mixed-use development with a gross plot ratio of at least 5.6 and gross floor area of at least 21,746,48 square metres, for which the commercial component will be up to 20% of the total gross floor area.

– 15 –

LETTER FROM THE BOARD

On 6 May 2021, the Joint Tenderers jointly submitted a tender to acquire the Property at a tender price of S$276.8 million (equivalent to approximately HK$1,611.0 million). The tender was successfully awarded to the Joint Tenderers on 7 May 2021 and a tender fee of S$1.0 million (equivalent to approximately HK$5.8 million) was paid by the Joint Tenderers in proportion to their equity interests in the Project Joint Venture. Pursuant to the tender document, the Joint Tenderers (via the Project Joint Venture) paid the initial deposit in the amount of approximately S$13.8 million (equivalent to approximately HK$80.3 million) less the tender fee on 20 May 2021 (being a day within 10 business days after the acceptance of the tender), and will pay a further deposit in the amount of approximately S$13.8 million (equivalent to approximately HK$80.3 million) within 14 business days after the receipt of a notice from the designated solicitors as further elaborated below, which is expected to be in the fourth quarter of 2021. It is anticipated that completion for the acquisition of the Property will take place three months after the receipt by the Joint Tenderers of the notification by the designated solicitor confirming the registered owners of all the units in the Property have consented to the sale of their units in the Property or the owners of the units in the Property have obtained a sale order from either the Strata Titles Board or the High Court (including any appeals to the Court of Appeal) under the Land Titles (Strata) Act (Cap. 158) approving the collective sale of all units in the Property. The remaining amount of the purchase consideration of the Property in the amount of approximately S$249.1 million (equivalent to approximately HK$1,449.8 million) will be paid on the completion date.

The redevelopment of the Property is expected to commence as soon as practicable after completion of the acquisition of the Property, estimated to be in the first quarter of 2022 and is expected to complete within a period of 48 months after commencement, estimated to be in the first quarter of 2026. The residential units in the Property are to be owned and developed by Maxwell Residential for sale and the commercial units in the Property are to be owned and developed by Maxwell Commercial for sale and/or long term investment holding and leasing, as determined by Maxwell Commercial in its absolute discretion.

FINANCIAL EFFECT OF THE TRANSACTION

The provision of the capital commitment by the Group in a sum of not more than S$17,000,000 (equivalent to approximately HK$98,940,000) based on its pro-rata interest in the JV Company, which comprises a combination of paid-up share capital and provision of unsecured interest-free shareholders’ loan to the JV Company constitute a deemed acquisition by the Group of one-third equity interest in the JV Company.

The JV Company will remain as an associate of the Company and its operating results, assets and liabilities will not be consolidated in the financial statements of the Group. The JV Company will be accounted for in the consolidated accounts of the Company as an ‘‘interest in associate’’ and the amount of capital commitment to be provided by the Group will be recognised in its financial statements. As the Group will finance its part of the capital commitment from its internal resources, the formation of the JV Company will not have any effect on the assets, liabilities and earnings of the Company.

– 16 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE TRANSACTIONS CONTEMPLATED BY THE SHAREHOLDERS’ AGREEMENT

The Board considers that the formation of the JV Company contemplated under the Shareholders’ Agreement and the further investment by the JV Company in the Project Joint Venture to own and carry out the redevelopment of the Property have offered the Group with the opportunity to invest in iconic site in the central business district in Singapore, as a further step to diversify its investment. Through working with prominent listed companies in Singapore with established property development track record in Singapore such as Chip Eng Seng Corporation Ltd. and SingHaiyi Group Ltd. on the redevelopment of the Property, the Directors believe that the redevelopment works would enhance the image and attractiveness of the Property which would allow it to deliver an enhanced retail experience and new leisure facilities together with residential units. The Board believes that its participation in the JV Company will enable the Group to generate favourable return in the long run from an expected stable, strong and recurring cash flow of rental income and, at disposal stage, sales proceeds from the sale of redeveloped units of the Property. The investment return of the redevelopment project of the Property (before taxation) is estimated to be up to 15% of the total capital requirements for the project (inclusive of Property acquisition costs and redevelopment costs) with reference to, among other things, (i) the acquisition price for the Property of S$276.8 million (equivalent to approximately HK$1,611.0 million); (ii) the estimated relevant development cost and premium for the increase of plot ratio of the Property; (iii) estimated construction cost; and (iv) estimated average selling price per residential/commercial unit.

Taking into account (i) the attractive expected investment return to be generated from the proposed property redevelopment project through the investment in the JV Company; (ii) the opportunity to invest in an iconic site in the central business district in Singapore, which enables the Group to build track record in property development business in Singapore for future diversification of business, if any, and enhances the Group’s reputation indirectly in the earthworks and construction industries in Singapore; (iii) the opportunity for the Group to tender for earthworks and construction works of the redevelopment project of the Property; (iv) the funds to be contributed by Mr. Yang and Mr. Tng as shareholders to the JV Company, which can diversify the Group’s investment risk; and (v) the role of CEL in the sole management and operation of the redevelopment project of the Property, which the Group can benefit from its expertise and experience in residential and commercial property development as an investor of the Project Joint Venture, the Board (including the independent non-executive Directors) considers that the terms and conditions of the Shareholders’ Agreement have been negotiated on an arm’s length basis and are on normal commercial terms, and the terms thereof are fair and reasonable and are in the interests of the Group and the Shareholders taken as a whole.

– 17 –

LETTER FROM THE BOARD

INFORMATION ABOUT THE PARTIES TO THE SHAREHOLDERS’ AGREEMENT AND THE PARTIES TO THE PROJECT JOINT VENTURE

Information about the Group

The Group is principally engaged in the provision of (i) earthworks and related services, mainly include excavation, earth disposal, demolition and various earthwork ancillary services; and (ii) general construction works, mainly include construction of new buildings, alternation and addition works.

Information about Longlands

Longlands is a company established in the BVI with limited liability and a wholly-owned subsidiary of the Company. It is an investment holding company.

Information about Mr. Tng

Mr. Tng is the founder and managing director of Kay Lim Holdings Pte. Ltd., a property and construction company incorporated in Singapore with limited liability which has businesses in property development, construction and leasing of tower cranes in Singapore. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Mr. Tng is an Independent Third Party.

Information about Mr. Yang

Mr. Yang is an entrepreneur who has more than 30 years of experience in property development and building construction. Mr. Yang has set up companies whose core businesses include the operation and management of foreign workers’ dormitories, student hostel and facilities management in Singapore. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Mr. Yang is an Independent Third Party.

Information about CEL and Chip Eng Seng Corporation Ltd.

CEL is a company incorporated in Singapore with limited liability and is a wholly-owned subsidiary of Chip Eng Seng Corporation Ltd. (‘‘CES’’), which is listed on the Main Board of the Singapore Exchange Securities Trading Limited. CES (and together with its subsidiaries, the ‘‘CES Group’’) is an established homegrown construction and property development group in Singapore. The core business segments of the CES Group are property development, construction, hospitality, property investment and education. CEL is the holding company for CES’ property development business. Through CEL, the CES Group has over the years assembled a diversified portfolio mix that encompasses residential, commercial and industrial properties. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, CEL and CES are Independent Third Parties.

– 18 –

LETTER FROM THE BOARD

Information about SHIPL and SingHaiyi Group Ltd.

SHIPL is a company incorporated in Singapore with limited liability and is a wholly-owned subsidiary of SingHaiyi Group Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited. SHIPL is principally engaged in investment holding. SingHaiyi Group Ltd. is engaged in the businesses of property development, investment and management services. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, SHIPL and SingHaiyi Group Ltd. are Independent Third Parties.

IMPLICATION UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as calculated under Rule 14.07 of the Listing Rules) in respect of the transactions contemplated under the Shareholders’ Agreement exceed 25% but less than 100%, the entering into of the Shareholders’ Agreement constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 13.13 of the Listing Rules, a general disclosure obligation arises where the relevant advance to an entity by the Group exceeds 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules. As the unsecured interest-free shareholders’ loan in the amount of not more than S$16,900,000 (equivalent to approximately HK$98,358,000) each, when granted by Longlands to the JV Company, will exceed 8% under the assets ratio of the Company, pursuant to Rule 13.13 of the Listing Rules, the Company is under a general obligation to disclose the details of the shareholders’ loans and therefore the above disclosure is also made in compliance with such rule.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder or any of its associates has any material interest in the Shareholders’ Agreement. As such, no Shareholder would be required to abstain from voting if an extraordinary general meeting were convened to approve the entering into of the Shareholders’ Agreement.

Pursuant to Rule 14.44 of the Listing Rules, a written shareholder’s approval may be accepted in lieu of holding a general meeting. As at Latest Practicable Date, Brewster Global, which is wholly-owned by Mr. Lim Kui Teng, an executive Director and the chief executive officer of the Company, is beneficially interested in 529,125,000 Shares, representing approximately 51.05% of the issued share capital of the Company, and has on 7 May 2021 given a written approval to the entering into of the Shareholders’ Agreement. Accordingly, the Company is not required to convene an extraordinary general meeting for approving the entering into of the Shareholders’ Agreement.

– 19 –

LETTER FROM THE BOARD

RECOMMENDATION

Although no general meeting will be convened for approving the entering into of the Shareholders’ Agreement, the Directors (including the independent non-executive Directors) consider that the terms of the Shareholders’ Agreement are on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Accordingly, if a general meeting were convened for approving the entering into of the Shareholders’ Agreement, the Directors (including the independent non-executive Directors) would have recommended the Shareholders to vote in favour of the entering into of the Shareholders’ Agreement.

ADDITIONAL INFORMATION

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

Yours faithfully, By order of the Board Chuan Holdings Limited Phang Yew Kiat

Chairman and Non-executive Director

– 20 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the three financial years ended 31 December 2020 were set out in the relevant annual reports of the Company uploaded to the Stock Exchange’s website (http://www.hkexnews.hk) and the Company’s website (http://www.chuanholdings.com).

Please also see below links to the relevant annual reports:

• Annual report of the Company for the year ended 31 December 2020 published on 21 April 2021 (pages 102 to 184)

https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0421/2021042101667.pdf

• Annual report of the Company for the year ended 31 December 2019 published on 22 April 2020 (pages 90 to 174)

https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0422/2020042201535.pdf

• Annual report of the Company for the year ended 31 December 2018 published on 24 April 2019 (pages 79 to 176)

https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0424/ltn201904241241.pdf

2. STATEMENT OF INDEBTEDNESS

Borrowings

As at 30 April 2021, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group has the following borrowings:

Current liabilities Term loan – unsecured and guaranteed (Note 1) Hire purchase – secured and guaranteed (Note 2) Non-current liabilities Term loan – unsecured and guaranteed (Note 1) Hire purchase – secured and guaranteed (Note 2)	S$’000 1,111 5,843
	6,954 3,889 2,811
	6,700
	13,654

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Notes:

• (1) The term loan is unsecured but subject to a corporate guarantee of the Company. The fixed interest rate for the term loan is 2% per annum.

• (2) Hire purchase borrowings are secured over the plant and machinery and guaranteed by the corporate guarantee of the Company.

Lease liabilities

As at 30 April 2021, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had unsecured and unguaranteed lease obligations (excluding hire purchase) of approximately S$3.0 million related to properties leased for own use.

Contingent liabilities

As at 30 April 2021, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had contingent liabilities in respect of performance bonds of construction contracts in its ordinary course of business of approximately S$4.6 million. The guarantees in respect of performance bonds issued by banks are secured by pledged deposits.

Save as aforesaid and apart from intra-group liabilities, the Group did not have any debt securities issued and outstanding or agreed to be issued, term loans, loan capital, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptable credits, debentures, mortgages, charges, finance lease or hire purchase commitments, which are either guaranteed, unguaranteed, secured and unsecured, guarantees or other material contingent liabilities at the close of business on 30 April 2021.

3. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that, in absence of unforeseeable circumstances, after taking into consideration the effect of entering into the Shareholders’ Agreement and the present financial resources available to the Group, including funds internally generated from its business operations and the available banking facilities, the Group has sufficient working capital for its present requirements and for the period up to twelve months from the date of this circular in the absence of unforeseen circumstances.

I – 2

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. FINANCIAL AND TRADING PROSPECTUS OF THE GROUP

The core business of the Group is the provision of (i) earthworks and related services, mainly include excavation, earth disposal, demolition and various earthwork ancillary services; and (ii) general construction works, mainly include construction of new buildings, alternation and addition works. The Group recorded revenue of approximately S$77.7 million and S$72.4 million for the two years ended 31 December 2019 and 2020, respectively.

As at 31 December 2020, leveraging its professional expertise and formidable reputation, the Group successfully secured a total of 21 projects, which include sizeable infrastructure projects such as the design and construction of Singapore’s longest Transit Priority Corridor North-South Corridor project for earthworks and ancillary services segment, and the upgrading project of Pioneer Terminal Building for the general construction works segment, respectively.

The Group will continue to catch the momentum of rising demand and seek fresh opportunities particularly in infrastructure projects in public sector in order to fuel future growth. Apart from forging close ties with its existing clients, the management will adhere to the Group’s strategic tendering approach by identifying suitable projects and strategically focusing on tendering mega infrastructure projects with better profit margins to safeguard its profitability.

In near term, the Group expects its operations will continue to face a challenging landscape as presented by the shortage of manpower and compliance with the stringent safety requirements at work sites under COVID-19. The Group will continue to pay close attention to the macroeconomic environment and implement contingency plans in a timely manner.

As a veteran of earthworks and construction industry, the Group has overcome a number of hardships over the past two decades since establishment. Looking forward, the Group will be well-equipped to rise to new challenges that may appear, and will remain dedicated to preserving its market leadership while creating greater value for its shareholders.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2020, being the date to which the latest published audited financial statements of the Group was made up.

I – 3

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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 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

(a) Directors’ interest or short positions in shares and underlying shares of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company and each of their respective associates, in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO), which were required (i) to be 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 they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO to be recorded in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, were as follows:

(i) Interest in Shares and underlying Shares

			Interest in
			underlying
		Number of	Shares of		Approximate
	Capacity/nature of	shares of the	share	Aggregate	percentage of
Name of Director	interest	Company	options	interests	interest
				(Note 2)
Mr. Lim Kui Teng	Interest in controlled	529,125,000 (L)	–	529,125,000 (L)	51.05%
	corporation
	(Note 1)
	Beneficial owner	17,044,000 (L)	–	17,044,000 (L)	1.65%
Mr. Quek Sze	Beneficial owner	–	8,000,000 (L)	8,000,000 (L)	0.77%
Whye			(Note 3)
Mr. Bijay Joseph	Beneficial owner	–	8,000,000 (L)	8,000,000 (L)	0.77%
			(Note 3)
Mr. Lau Yan Hong	Beneficial owner	–	8,000,000 (L)	8,000,000 (L)	0.77%
			(Note 3)
Mr. Phang Yew	Beneficial owner	–	10,364,000 (L)	10,364,000 (L)	1.00%
Kiat			(Note 3)

II – 1

GENERAL INFORMATION

APPENDIX II

Notes:

1. The entire issued share capital of Brewster Global is beneficially owned by Mr. Lim Kui Teng who is deemed to be interested in all the shares of the Company held by Brewster Global by virtue of the SFO. Mr. Lim Kui Teng is an executive Director and the chief executive officer of the Company.

2. The letter ‘‘L’’ stands for a long position in the Shares.

3. These share options of the Company were granted to the above Directors on 28 October 2020 pursuant to the share option scheme of the Company, with an exercise price of HK$0.090 per Share and an exercise period from 10 May 2021 to 9 May 2026.

As at the Latest Practicable Date, save for Mr. Lim Kui Teng who is a director of Brewster Global, none of the Directors is a director or employee of a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(ii) Interest in ordinary shares of Brewster Global

			Approximate
			percentage of
			Brewster
			Global’s
	Capacity/nature	Number of	issued share
Name of Director	of interest	Shares	capital
Mr. Lim Kui Teng	Beneficial owner	100 (L) (Note)	100%

• Note: The entire issued share capital of Brewster Global is beneficially owned by Mr. Lim Kui Teng who is deemed to be interested in all the shares of the Company held by Brewster Global by virtue of the SFO. Mr. Lim Kui Teng is an executive Director and the chief executive officer of the Company.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had or was deemed to have any interests and short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) are required to be 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 he is taken or deemed to have under such provisions of the SFO); or (b) are required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein; or (c) are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules.

II – 2

GENERAL INFORMATION

APPENDIX II

(b) Substantial Shareholder’s and other person’s interests and short positions in Shares and underlying Shares

As at the Latest Practicable Date, so far as is known to the Directors and the chief executives of the Company, each of the following persons/entities (other than a Director or chief executive of the Company) had an interest or a short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO and were recorded in the register of the Company required to be kept under section 336 of the SFO:

Interest in ordinary Shares and underlying Shares

			Approximate
Name of substantial	Capacity/nature	Number of	percentage of
shareholder	of interest	Shares	interest
		(Note 1)
Brewster Global	Beneficial owner	529,125,000 (L)	51.05%
		(Note 2)
Ms. Yee Say Lee	Interest of spouse	546,169,000 (L)	52.70%
		(Note 3)

Notes:

1. The letter ‘‘L’’ stands for a long position in the Shares.

2. The entire issued share capital of Brewster Global is beneficially owned by Mr. Lim Kui Teng who is deemed to be interested in all the shares of the Company held by Brewster Global by virtue of the SFO. Mr. Lim Kui Teng is an executive Director and the chief executive officer of the Company.

3. Ms. Yee Say Lee is the spouse of Mr. Lim Kui Teng and is deemed to be interested in the Shares indirectly held by Mr. Lim Kui Teng and his interest through Brewster Global.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any persons (not being a Director or chief executive of the Company) who had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

II – 3

GENERAL INFORMATION

APPENDIX II

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 would not expire or would not be determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

4. DIRECTORS’ INTERESTS IN THE ASSETS, CONTRACTS OR ARRANGEMENT SIGNIFICANT TO THE GROUP

None of the Directors was materially interested in any contract or arrangement which was entered into by any member of the Group and subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group.

None of the Directors has or had any interest, direct or indirect, in any asset which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2020, being the date to which the latest published audited financial statements of the Group were made up.

5. MATERIAL CONTRACTS

Save as disclosed below, there were no contracts (not being contracts entered into in the ordinary course of business), which are, or may be, material to the Group, which had been entered into by any member of the Group within two years immediately preceding the issue of this circular up to the Latest Practicable Date:

• (i) the Shareholders’ Agreement;

• (ii) the shareholder’s loan agreement dated 7 May 2021 entered into between the JV Company as a borrower and Longlands as a lender for an unsecured and interest-free shareholder’s loan in the sum of not more than S$16,900,000 (equivalent to approximately HK$98,358,000);

• (iii) the investment agreement dated 14 May 2021 entered into between JVA East Coast Pte. Ltd. and Chuan Lim Construction Pte. Ltd. (‘‘Chuan Lim’’), an indirect whollyowned subsidiary of the Company, in relation to the project to jointly redevelop and construct the land at 10 Grove Crescent, Singapore 297152 into four units of terrace landed houses and their subsequent sale for an investment sum of S$800,000 (equivalent to approximately HK$4.7 million) by Chuan Lim;

II – 4

GENERAL INFORMATION

APPENDIX II

• (iv) the investment agreement dated 14 May 2021 entered into between JVA NTK Pte. Ltd. and Chuan Lim, an indirect wholly-owned subsidiary of the Company, in relation to the project to jointly redevelop and construct the land at 42 Watten Estate Road, Singapore 287519 into two units of detached landed houses and their subsequent sale for an investment sum of S$1.6 million (equivalent to approximately HK$9.3 million) by Chuan Lim; and

• (v) the investment agreement dated 3 June 2021 entered into between Mr. Yang and Chuan Lim, an indirect wholly-owned subsidiary of the Company, in relation to the project which Chuan Lim will invest through Mr. Yang to redevelop and construct the land at 14 Chee Hoon Avenue, Singapore 299749 into one detached house with one basement, two storeys and an attic and the subsequent sale for an investment sum of S$2,625,000 (equivalent to approximately HK$15.3 million); and

• (vi) the investment agreement dated 3 June 2021 entered into between Mr. Yang and Chuan Lim, an indirect wholly-owned subsidiary of the Company, in relation to the project which Chuan Lim will invest through Mr. Yang to redevelop and construct the land at 4A Swetteham Road, Singapore 248081 into one detached house with one basement, two storeys and an attic and the subsequent sale for an investment sum of S$1,371,520 (equivalent to approximately HK$8.0 million).

6. COMPETING INTERESTS OF DIRECTORS AND CLOSE ASSOCIATES

As at the Latest Practicable Date, none of the Directors and their respective close associates had any interest in any business (apart from the Group’s business) which competes or is likely to compete, either directly or indirectly, with the business of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder) or have or may have any other conflict of interest with the Group pursuant to the Listing Rules.

7. LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or arbitration of material importance was pending or threatened against any member of the Group.

8. GENERAL

• (i) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (ii) The headquarters and principal place of business of the Company in Singapore is located at 20 Senoko Drive, Singapore 758207.

II – 5

GENERAL INFORMATION

APPENDIX II

• (iii) The principal place of business of the Company in Hong Kong is located at Rooms 2102-03, 21/F, 299 QRC, Nos. 287-299 Queen’s Road Central, Hong Kong.

• (iv) The company secretary of the Company is Mr. Ho Kai Tak, a solicitor in Hong Kong.

• (v) The Cayman Islands principal share registrar and transfer office is Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (vi) The Hong Kong share registrar and transfer office is Tricor Investor Services Limited, whose address is Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (vii) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail over its Chinese text unless otherwise specified.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Rooms 2102-03, 21/F, 299 QRC, Nos. 287-299 Queen’s Road Central, Hong Kong for a period of 14 days from the date of this circular:

• (i) the amended and restated memorandum of association and the articles of association of the Company;

• (ii) the material contracts referred to in the section headed ‘‘5. Material contracts’’ in this appendix;

• (iii) the consolidated audited financial statements of the Company for each of the years ended 31 December 2019 and 2020, respectively; and

• (iv) this circular.

II – 6