THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in HPC Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected, for transmission to the purchaser or transferee.

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1742)

VERY SUBSTANTIAL ACQUISITION – FORMATION OF JOINT VENTURE FOR THE PROPERTY REDEVELOPMENT PROJECT IN SINGAPORE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed "Definitions" of this circular.

A letter from the Board is set out on pages 5 to 18 of this circular.

A notice convening the EGM to be held at 7 Kung Chong Road, HPC BUILDING, Singapore 159144 on Tuesday, 9 June 2026 at 09:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular.

A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.hpc.sg).

Whether or not you are intending to attend and vote at the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. by 09:00 a.m. on Sunday, 7 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked. Holders of treasury shares, if any, shall abstain from voting at the EGM.

20 May 2026

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ... I-1
APPENDIX II - GENERAL INFORMATION ... II-1
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

DEFINITIONS

In this circular and the appendix to it, the following expressions shall have the following meanings unless the context requires otherwise:

"Announcements"
the announcements of the Company dated 27 March 2026 and 18 May 2026 in relation to the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right)

"Articles"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

"Board"
the board of Directors

"Company"
HPC Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1742)

"Creative Value"
Creative Value Investments Limited, a company incorporated in the British Virgin Islands with limited liability which is owned as to 100% by Mr. Shi and is a controlling Shareholder

"CWT"
CWT Pte. Limited, a private company limited by shares incorporated in Singapore, and an indirect wholly-owned subsidiary of CWT International Limited (a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 0521))

"CWT Exit Right"
has the meaning ascribed to it under the section headed "2. The JV Agreement – CWT's exit right" in the Letter from the Board contained in this circular

"Director(s)"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be convened and held on Tuesday, 9 June 2026 at 09:00 a.m. to seek approval of Shareholders for the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right)

"Group"
the Company and its subsidiaries

DEFINITIONS

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
Hong Kong Special Administrative Region of the PRC

"HPC Funding Contribution"
has the meaning ascribed to it under the section headed "3. The Redevelopment Project – Expected funding for the Redevelopment Project" in the Letter from the Board contained in this circular

"HPC Realty"
HPC Realty Pte Ltd., a limited company incorporated in Singapore and a wholly owned subsidiary of the Company

"Independent Third Party(ies)"
a party(ies) who is/are not connected person(s) of the Company and is/are third party(ies) independent of the Company and the connected person(s) of the Company

"Initial Contribution"
has the meaning ascribed to it under the section headed "2. The JV Agreement – Funding of the JV Company" in the Letter from the Board contained in this circular

"JV Agreement"
the JV Agreement entered into between HPC Realty, LXP, CWT, O2 Realty and the JV Company on 27 March 2026 (as amended and restated by an amendment and restatement agreement dated 18 May 2026), the details of which are set out in the section headed "2. The JV Agreement" in the Letter from the Board contained in this circular

"JV Company"
StarNova Capital Private Limited, a private company limited by shares incorporated in Singapore on 9 February 2026

"JV Shareholder(s)"
collectively, HPC Realty, LXP, CWT and O2 Realty; and each, a "JV Shareholder"

"Latest Practicable Date"
19 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

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

DEFINITIONS

"LXP"
Lexing Pte. Ltd., a private company limited by shares incorporated in Singapore

"Model Code"
the Model Code of Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules

"Mr. Shi"
Mr. Shi Jianhua, the chief operations officer of the Company, an executive Director and a controlling Shareholder

"Mr. Wang"
Mr. Wang Yingde, the chairman of the Board, the chief executive officer of the Company, an executive Director and a controlling Shareholder

"O2 Realty"
O2 Realty Pte. Ltd., an exempt private company limited by shares incorporated in Singapore

"Property"
the property situated at Lot 4706A of Mukim 7, known as (1) 10 Tuas South Street 1, Singapore 637466, (2) 20 Tuas South Street 1, Singapore 637465, (3) 30 Tuas South Street 1, Singapore 637464, and (4) 40 Tuas South Street 1, Singapore 637463, in Singapore, the details of which are set out in the section headed "3. The Redevelopment Project – Information on the Property and the Redevelopment Project" in the Letter from the Board contained in this circular

"Redeveloped Property"
the Retained Property after its redevelopment under the Redevelopment Project

"Redevelopment Project"
the property redevelopment project to be carried out on the Property through the JV Company, the details of which are set out in the section headed "3. The Redevelopment Project" in the Letter from the Board contained in this circular

"Retained Property"
has the meaning ascribed to it under the section headed "3. The Redevelopment Project – Information on the Property and the Redevelopment Project" in the Letter from the Board contained in this circular

"S$"
Singapore dollars, the lawful currency of Singapore

DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended, supplemented or otherwise modified from time to time
“Share(s)”	ordinary share(s) of par value HK$0.01 each in the issued share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s) from time to time
“Shareholders’ Loan”	any loan and/or advances (including accrued but unpaid interest, if any) made by any JV Shareholder (or its affiliates) to the JV Company or any of its subsidiaries
“Shareholding Interest”	the equity and debt interests in the JV Company, including any shares held in and Shareholders’ Loan owed by the JV Company
“Shareholding Proportion”	in respect of each JV Shareholder, the proportion of the aggregate of shares owned in the JV Company by and Shareholders’ Loan owed by the JV Company to such JV Shareholder, to the total aggregate of shares owned in the JV Company by and Shareholders’ Loan owed by the JV Company to all JV Shareholders
“SPA”	the sale and purchase agreement in respect of the Property entered into on 27 March 2026 between the two subsidiaries of the JV Company (as purchasers) and Transurban Properties Pte. Ltd. (as vendor), further details of which are set out in the section headed “3. The Redevelopment Project” in the Letter from the Board contained in this circular
“sq. m.”	square meters
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

In this circular, unless the context requires otherwise, the terms “associate(s)”, “connected person(s)”, “controlling shareholder(s)”, “percentage ratio(s)”, “substantial shareholder(s)” and “subsidiary(ies)”, shall have the meaning given to such terms in the Listing Rules.

For the purpose of this circular, the exchange rate of $S$1.00 = HK$6.10 has been used for illustration purposes only and does not constitute a representation that any amount has been, could have been or may be exchanged at such rates or at any other rates.

LETTER FROM THE BOARD

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

Directors:
Executive Directors
Mr. Wang Yingde (Chairman & Chief Executive Officer)
Mr. Shi Jianhua (Chief Operations Officer)

Independent Non-executive Directors
Mr. Leung Wai Yip
Ms. Chen Liping
Mr. Chew Mun Yew

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

Principal place of business in Hong Kong:
31/F.,
148 Electric Road,
North Point,
Hong Kong

20 May 2026

To the Shareholders

Dear Sir or Madam

VERY SUBSTANTIAL ACQUISITION – FORMATION OF JOINT VENTURE FOR THE PROPERTY REDEVELOPMENT PROJECT IN SINGAPORE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcements. The purpose of this circular is to provide the Shareholders with (i) further details of the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right), (ii) the notice of the EGM, and (iii) other information as required to be disclosed under the Listing Rules.

2. THE JV AGREEMENT

On 27 March 2026, HPC Realty (a wholly-owned subsidiary of the Company), LXP, CWT, O2 Realty and the JV Company entered into the JV Agreement, pursuant to which, subject to the Shareholders' approval at the EGM, HPC Realty shall together with other joint venture partners LXP, CWT and O2 Realty jointly invest in the JV Company established. The JV Company was set up for the purpose of, and is expected to use the funding from the JV Shareholders towards, the Redevelopment Project in Singapore. Subsequent to the date of the JV Agreement, following commercial negotiations between

LETTER FROM THE BOARD

CWT and LXP, CWT and LXP agreed to effect a transfer of the Shareholding Interest in the JV Company and, to record such new agreement, the parties entered into an amendment and restatement agreement to the JV Agreement on 18 May 2026.

The shareholding transfer between CWT and LXP was completed on 18 May 2026 and as at the Latest Practicable Date, the JV Company was owned as to 47% by HPC Realty (a wholly-owned subsidiary of the Company), 19% by CWT, 29% by LXP, and 5% by O2 Realty. Based on the terms of the JV Agreement, the expected plan for the Redevelopment Project, and with reference to the shareholding of HPC Realty in the JV Company, it is expected that the total funding commitment to be provided by HPC Realty to the JV Company for the Redevelopment Project will be S$361.9 million (equivalent to approximately HK$2,208 million). The JV Company is not and will not become a subsidiary of the Company and the financial results of the JV Company will not be consolidated into the accounts of the Group (subject to the CWT Exit Right as contemplated under the JV Agreement).

The principal terms of the JV Agreement are set out below:

Date

27 March 2026 (as amended and restated by an amendment and restatement agreement to the JV Agreement dated 18 May 2026)

Parties

Company: the JV Company

JV Shareholders:

(1) HPC Realty (a wholly-owned subsidiary of the Company)
(2) CWT
(3) LXP
(4) O2 Realty

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, each of CWT, LXP and O2 Realty (and their respective ultimate beneficial owners (as applicable)) is an Independent Third Party.

LETTER FROM THE BOARD

Issued and paid-up capital of the JV Company

As at the Latest Practicable Date, the issued and paid-up share capital of the JV Company is nominally S$100,000 (equivalent to approximately HK$610,000) comprising 100,000 shares, and is owned as to 47% by HPC Realty, 19% by CWT, 29% by LXP, and 5% by O2 Realty.

Funding of the JV Company

Pursuant to the JV Agreement, the JV Shareholders shall contribute funding to the JV Company to finance the acquisition of the Property for the Redevelopment Project, by way of equity contribution and/or non-interest bearing Shareholders' Loan on a pro rata basis with respect to their respective Shareholding Proportion in the JV Company (the "Initial Contribution"). Based on the purchase price, external financing available and the relevant stamp duty payable for the acquisition of the Property, it is expected that the Initial Contribution by all the JV Shareholders shall be in the total amount of S$80,469,600 (equivalent to approximately HK$490,864,560). Based on these terms, it is expected that the Initial Contribution to be provided by HPC Realty to the JV Company will be in the amount of S$37,820,712 (equivalent to approximately HK$230,706,343). It is expected that the Initial Contribution and subsequent Shareholders' Loan or capital contribution will be funded by internal resources of the Group.

For further details of the acquisition of the Property and the Redevelopment Project, please refer to the section headed "The Redevelopment Project" in the Letter from the Board contained in this circular.

If the JV Company obtains external financing from financial institutions or other third parties, any guarantee, undertaking, indemnity or other security to be provided by the JV Shareholders shall be on a pro rata basis in proportion to their respective Shareholding Proportion, subject to definitive documentation to be mutually agreed between the respective parties and external financier(s).

Subject to the additional cost for the construction and redevelopment of the Redevelopment Project, the JV Shareholders may subject to decision of the board of directors of the JV Company provide further funding (including by way of further Shareholders' Loan or capital contribution) to the JV Company on a pro rata basis. In the event that any of the JV Shareholders fails to make further contribution to the JV Company on a pro rata basis, the other JV Shareholders are entitled (but not obliged) to provide such non-funding JV Shareholder's portion of the relevant contribution in proportion equal to its / their Shareholding Proportion in the JV Company. If there is only one JV Shareholder electing to fund the non-funding JV Shareholder's portion of contribution, such JV Shareholder may elect to fund the entire shortfall amount of the non-funding JV Shareholder's portion of contribution. The Shareholding Proportion of the JV Shareholders will increase or decrease as a result.

LETTER FROM THE BOARD

In the event that any (or all) of the JV Shareholders fails to provide further funding to the JV Company, HPC Realty and/or other JV Shareholders (as the case may be), may make further contribution to the JV Company as detailed above. Furthermore, in order to ensure that the JV Company has sufficient funding for the Redevelopment Project, save for further Shareholders' Loan or capital contribution from existing JV Shareholders, the JV Company may also (i) obtain external financing as described above, and/or (ii) issue additional securities to third parties (which, unless otherwise unanimously agreed by all the JV Shareholders, shall first be offered to the existing JV Shareholders in proportion to their respective Shareholding Proportion) so as to raise further capital for the JV Company. Any further funding or contribution made by the Company will be subject to compliance with the relevant Listing Rule requirements.

Business scope of the JV Company

The JV Company was incorporated and jointly held by HPC Realty and other JV Shareholders solely for the acquisition of the Property for the Redevelopment Project. The business of the JV Company and its subsidiaries shall be the holding of the Property and the performance of any other business which is incidental to the acquisition and redevelopment of the Property.

Board of directors of the JV Company

The board of directors of the JV Company shall consist of four directors, of which one shall be nominated by HPC Realty, one shall be nominated by CWT, one shall be nominated by LXP and one shall be nominated by O2 Realty. The initial chairman of the board of directors of the JV Company shall be the director nominated by HPC Realty.

All resolutions of the directors of the JV Company shall be passed by a simple majority of votes of the directors present and voting. In the event of an equality of votes, the chairman of the board of directors of the JV Company shall have a casting vote.

CWT's exit right

If, after one year from the date of the issue of a temporary occupation permit in respect of the Redeveloped Property (which shall be obtained within three years from the date of acquisition of the Property), there is (i) no sale of all the shares and Shareholders' Loan in the JV Company by the JV Shareholders or (ii) no sale of the Redeveloped Property by the JV Company, to any bona fide third party purchaser, CWT shall have the right (but not the obligation) to, within four weeks, require the other JV Shareholders to buy all of its Shareholding Interest in the JV Company, on a pro rata basis in proportion to their respective Shareholding Proportion in the JV Company (the "CWT Exit Right").

The consideration payable to CWT for such Shareholding Interest shall be the higher of (i) the value of CWT's Shareholding Interest (i.e. the total equity and debt interests of CWT in the JV Company, including the amount of share capital contributed by CWT in the JV Company and the total amount of Shareholders' Loan owed by the JV Company to CWT), plus cost of capital calculated at a rate of 8% per annum on the value of CWT's Shareholding Interest (Note 1), less any distributions made by the JV Company (and its

LETTER FROM THE BOARD

subsidiaries) to CWT (if any), or (ii) CWT’s Shareholding Proportion of 80% (Note 2) of the market value of the Redeveloped Property to be determined by an independent third-party valuer to be jointly appointed by the JV Shareholders (excluding CWT) (Note 3), less the total liabilities of the JV Company (and its subsidiaries) (being the value of CWT’s Shares), plus the value of the Shareholders’ Loan extended by CWT, less any distributions made by the JV Company (and its subsidiaries) to CWT (if any).

Notes:

The cost of capital rate of 8% was determined after arm’s length negotiations between the JV Shareholders taking into account, inter alia, the weighted average cost of capital and the prevailing benchmark rate of approximately 10-12% required rate of return of private equity fund for construction industry financing in Singapore.
The consideration payable to CWT was determined after arm’s length negotiations by the JV Shareholders. In particular, the Company considers that the 20% discount reflects a reasonable buffer to compensate the remaining JV Shareholders for assuming the development and completion risk that CWT would otherwise share, taking into account CWT’s early exit from the venture before completion of the Redevelopment Project, the risk and uncertainty inherent in property valuations and market conditions at the time of exit cost, and is in line with customary market practice for similar joint venture exit arrangements in Singapore’s real estate sector.
The market value of the Redeveloped Property will be determined by the independent valuer using the sales comparison method as the primary approach, with reference to comparable properties in the vicinity and in similar standard localities, and with adjustments made for factors including but not limited to differences in tenure, location, size, shape. The Redeveloped Property will be valued as property held-for-sale.

As part of the arm’s length commercial negotiations between the JV Shareholders, CWT has agreed to procure the entry into lease arrangement in respect of a minimum gross floor area that is at least 35% of the Redeveloped Property within one year from the completion of the redevelopment (notwithstanding any exercise of the CWT Exit Right, i.e. even if CWT is no longer a JV Shareholder), for a minimum period of six years at a minimum rental rate of no less than S$1.60 per square foot, subject to compliance with the applicable laws (including the Listing Rules), and the JV Shareholders have agreed to grant the CWT Exit Right to CWT. The Board considers that CWT’s agreement to enter into lease arrangement in respect of the Redeveloped Property would commercially benefit the JV Company as it provides certainty of tenancy and sufficient utilisation of the Redeveloped Property and in turn improves the marketability of the Redeveloped Property. Taking into account in particular that CWT’s agreement in respect of lease arrangement would subsist even if CWT exercises the CWT Exit Right, the Board considers that the terms of the CWT Exit Right including the mechanism for determining the consideration payable to CWT upon the exercise of the CWT Exit Right are fair and reasonable to the Company.

Assuming the shareholding structure of the JV Company remains unchanged at the time when CWT exercises its exit right, in the event that CWT exercises its abovementioned exit right, HPC Realty will be required to acquire an additional Shareholding Interest of approximately 11.02% in the JV Company. As a result, HPC Realty’s Shareholding Interest will increase to approximately 58.02%, and the JV Company will become a subsidiary of the Company. The actual shareholding to be acquired by HPC Realty will depend on the then Shareholding Proportion of the JV Shareholders at the time of the exercise of the CWT Exit Right.

LETTER FROM THE BOARD

Restriction on transfer of interests in the JV Company

Subject to the CWT Exit Right, save with the prior written consent of the other JV Shareholders, no JV Shareholder shall transfer or create any encumbrance on any of its Shareholding Interest to any person which is not a JV Shareholder. Notwithstanding the aforesaid, each JV Shareholder shall be entitled to transfer all (but not part) of its Shareholding Interest in the JV Company provided that:

(a) each of the other JV Shareholders shall have a right of first refusal to acquire the Shareholding Interest proposed to be sold by such JV Shareholder under such terms as set forth in the transfer notice;

(b) each of the other JV Shareholders shall have the tag-along right to participate in the proposed sale of Shareholding Interest by such JV Shareholder under such terms as set forth in the transfer notice;

After compliance with the abovementioned right of first refusal and tag-along right, in the event that JV Shareholders holding no less than 75% of the JV Company mutually agree to collectively sell all (but not part) of their Shareholding Interest, such JV Shareholders shall have the drag-along right to compel the remaining JV Shareholders to sell all of their Shareholding Interest under such terms as set forth in the drag-along notice.

Condition precedent

The HPC Funding Contribution is subject to and conditional on the Company's compliance with the relevant requirements under the Listing Rules including the passing of the relevant resolution by the Shareholders at the EGM approving the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right).

With respect to CWT, the effectiveness of the JV Agreement is subject to the internal approvals required to be obtained by CWT. Further, any contribution by CWT under the JV Agreement shall be subject to and conditional on CWT's compliance with the applicable laws (including the relevant requirements under the Listing Rules). As confirmed by CWT, as at the Latest Practicable Date, internal approvals for the effectiveness of the JV Agreement and the Initial Contribution have been obtained by CWT.

Profit distribution

The distributable profits of the JV Company shall be distributed in the following order of priority:

(i) payment of any external debt financing of the JV Company;

(ii) distribution to all the JV Shareholders in proportion to their debt contribution to the JV Company until they have been paid an amount equal to their debt contribution to the JV Company;

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LETTER FROM THE BOARD

(iii) distribution to all the JV Shareholders in proportion to their equity capital contribution to the JV Company until they have been paid an amount equal to their equity capital contribution to the JV Company;

(iv) distribution to all the JV Shareholders according to their respective Shareholding Proportion of an aggregate amount (as a whole for all the JV Shareholders) up to the amount of their debt and equity contributions as reflected in (ii) and (iii) above; and

(v) out of the remaining amount (if any), 20% should be distributed to O2 Realty and 80% shall be distributed to the JV Shareholders in proportion to their respective Shareholding Proportion in the JV Company. As O2 Realty will be primarily responsible for leading the operation of the JV Company and its subsidiaries, and has agreed to (i) procure the entry into lease or sale arrangement in respect of a minimum gross floor area of at least 35% of the Redeveloped Property within one year from the completion of the redevelopment, (in respect of lease arrangement only) for a minimum period of six years at a minimum rental rate of no less than S$1.60 per square foot; and (ii) use reasonable endeavours to procure that the remaining part of the Redeveloped Property is leased out or sold, the JV Shareholders have agreed that as incentive for O2 Realty, if the Redevelopment Project achieves 100% or more return on investment, O2 Realty will be entitled to additional distribution on profit. In view of the aforesaid, the Company considers that this arrangement has a clear and measurable performance threshold and aligns O2 Realty's commercial incentive with the other JV Shareholders' commercial objective of maximising the Redeveloped Property's marketability and value, and hence is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Based on the current business plan of the JV Company, it is expected that distributable profits of the JV Company will be distributed after the Redeveloped Property has been sold, to the extent and when the JV Company has received the sales proceeds and actual revenue and profit from the sale, and in any event, no later than six months after the completion of the sale of the Redeveloped Property.

Duration and termination of the JV Agreement

The JV Agreement shall be effective for so long as there are at least two shareholders of the JV Company. The JV Agreement shall terminate on the earlier of (i) the date on which there is only one shareholder of the JV Company; (ii) if a resolution is passed by the shareholders of the JV Company or the JV Company's creditors, or an order is made by a court or other competent body or person instituting a process that will lead to the JV Company's assets being distributed among the JV Company's creditors, shareholders or other contributors; (iii) if a resolution is passed to dissolve, liquidate or wind-up the JV Company or the JV Company is compulsorily wound up; (iv) by unanimous written agreement of all the shareholders of the JV Company; or (v) after the termination of the acquisition of the Property and upon all deposits refunded to the JV Shareholders.

LETTER FROM THE BOARD

3. THE REDEVELOPMENT PROJECT

Information on the Property and the Redevelopment Project

The Property consists of the land parcels (together with four single-storey industrial buildings currently standing on such land parcels) situated in the western end of Singapore, with a land area of approximately 108,822.1 sq.m. The Property is situated at Lot 4706A of Mukim 7, known as (1) 10 Tuas South Street 1, Singapore 637466, (2) 20 Tuas South Street 1, Singapore 637465, (3) 30 Tuas South Street 1, Singapore 637464, and (4) 40 Tuas South Street 1, Singapore 637463, in Singapore and is predominately used for industrial purpose. Based on the valuation conducted by an independent valuer, the market value of the Property was S$323,000,000 as at 2 March 2026.

Pursuant to the JV Agreement, the JV Shareholders agreed that the JV Company shall hold approximately 77% of the entire interest in the Property. The JV Company shall first acquire 100% of the Property pursuant to the SPA, and after the completion of the acquisition subsequently sell part of the Property (which may include parts of or the whole of the property situated at 10 Tuas South Street 1, Singapore 637466, which will be approximately 23% of the Property in terms of land area), to third party purchaser(s), the sale proceeds of which will be used towards the Redevelopment Project. Upon completion of the proposed sale, the JV Company shall hold the remaining part of the Property (the "Retained Property"), representing approximately 77% of the interest and value of the Property, for the purpose of further redevelopment.

For the Retained Property, subject to the requisite approvals being obtained by the JV Company, it is intended that it will be developed into logistics and industrial facilities, subject to further discussions between the JV Shareholders. The Redeveloped Property is primarily intended for sale. However, in order to enhance the marketability of and attract potential purchaser(s) for the Redeveloped Property, the JV Company will first commercialise the Redeveloped Property through commercial leasing in order to establish tenancy and income-generating potential of the Redeveloped Property.

The JV Shareholders have agreed to procure the JV Company to appoint HPC Realty (or any of its affiliates) to be the main contractor of the Redevelopment Project.

Expected funding for the Redevelopment Project

It is expected that the total funding required for the Redevelopment Project will be S$770 million (equivalent to approximately HK$4,697 million). With reference to HPC Realty's shareholding in the JV Company, the expected total funding amount to be contributed by HPC Realty will be S$361.9 million (equivalent to approximately HK$2,208 million) (i.e. 47% of the total expected funding for the Redevelopment Project) (the "HPC Funding Contribution"). Such funding will be settled by the Initial Contribution as agreed in the JV Agreement, as well as further funding contributions or financial assistance by the shareholders of the JV Company by way of shareholders' loan or capital contribution by shareholder, or external financing from banks or third party with

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guarantee by shareholders of the JV Company. It is expected that the funding for the Redevelopment Project will be used for the following:

(i) approximately S$322 million for the purchase of the Property;
(ii) approximately S$378 million for the redevelopment of the Retained Property including the construction of the logistics and industrial facilities; and
(iii) approximately S$70 million for other costs and expenses, including but not limited to stamp duty, property tax as well as finance, legal, management and other professional fees.

Expected timeline and payment schedule for the acquisition of the Property

To acquire the interest in the Property, the JV Company entered into the SPA with the current owner of the Property on 27 March 2026 with a purchase cost of S$322,000,000. Pursuant to the SPA, the expected timeline in respect of the acquisition of the Property is as follows:

(i) Pursuant to the expression of interest for the Property entered into between HPC Builders Pte. Ltd. (a wholly-owned subsidiary of the Company) and the owner of the Property, dated 2 February 2026, to secure the option and opportunity of acquiring the Property from the owner, HPC Realty paid the first tranche of the deposit in relation to the acquisition of the Property on 6 February 2026, in the total amount of S$6,440,000 (equivalent to 2% of the purchase price of the Property), for and on behalf of the JV Company (as part of the Initial Contribution).
(ii) The JV Company and the vendor of the Property entered into the SPA on 27 March 2026.
(iii) The JV Shareholders shall pay the second tranche of the deposit in relation to the acquisition of the Property to the vendor of the Property in the total amount of S$25,760,000 (equivalent to 8% of the purchase price of the Property), on the date of signing of the SPA, for and on behalf of the JV Company (as part of the Initial Contribution). Pursuant to the JV Agreement, the JV Shareholders have agreed that the first and second tranches of the deposit shall be borne by the JV Shareholders in proportion to their shareholding in the JV Company. As such, after deducting the first tranche of the deposit paid by HPC Realty, the actual amount payable by HPC Realty for the second tranche of the deposit shall be S$8,694,000.
(iv) On completion, the JV Company shall pay the remaining portion of the purchase price of the Property, out of which, the JV Company is expected to obtain external financing from bank(s) in respect of 80% of the purchase price of the Property, and the JV Shareholders shall pay the remaining 10% of the purchase price of the Property for and on behalf of the JV Company (as part of the Initial Contribution).

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LETTER FROM THE BOARD

Expected timeline for the Redevelopment Project

The expected timeline in respect of the Redevelopment Project is as follows:

(i) It is expected that the requisite approvals for the Redevelopment Project will be obtained in May 2027.

(ii) The redevelopment and construction works in respect of the Property are expected to commence in May 2027.

(iii) It is expected that the redevelopment will be completed and the commercial leasing of the Redeveloped Property will begin in the second quarter of 2029.

(iv) It is expected that the Redeveloped Property will be sold by June 2030.

The above timeframe is subject to the actual time required for the processing and issuance of any regulatory licences and approvals by the relevant authorities.

4. FINANCIAL EFFECTS OF THE HPC FUNDING CONTRIBUTION

The nominal capital injection of S$47,000 was accounted for as investment in associated company in the consolidated financial statements of the Company and the rest of the Initial Contribution will be accounted for as long term loan to associate company in the consolidated financial statements of the Company.

Effect on earnings

There will be no effect on the Group's earnings of this financial year.

Effect on assets and liabilities

The capital injection of S$47,000 plus any shareholder's loan to the JV Company will be added on the asset of the Group's financial position.

5. REASONS FOR AND BENEFITS OF THE JV AGREEMENT AND THE HPC FUNDING CONTRIBUTION

The Company has been in the business of construction and wishes to vertically integrate into the property development business.

The Directors consider that the acquisition of the Property through the joint venture arrangement represents a compelling investment opportunity for the Group. Given the Property's strategic location being near to the Tuas Port, a next-generation mega-port in Singapore designed to be the world's largest fully automated, intelligent container terminal upon completion in the 2040s. The site is within 15-minute drive of the Tuas West Road, the Gul Circle and the Tuas Crescent MRT stations whilst benefitting from excellent road connectivity via the Ayer Rajah Expressway and Pan Island Expressway. The Company considers that the Property is situated in an emerging industrial hub,

LETTER FROM THE BOARD

presenting promising prospects for redevelopment and will be attractive to businesses requiring strong infrastructure and accessibility to key logistics and industrial nodes. The Retained Property is intended to be held for further redevelopment (subject to the requisite approvals) into a next generation green logistics and industrial facilities hub. The Directors believe that such redevelopment is expected to enhance the overall utility and competitiveness of the Property and may, in turn, support an increase in its value upon completion of the redevelopment and/or improve the long-term commercial prospects of the Property, thereby generating potential returns for the Company and its Shareholders.

The Directors further consider that the joint venture structure enables the Company to secure the opportunity to participate in the Redevelopment Project on a capital-efficient basis. By investing through the JV Company together with the other joint venture partners, the Company is able to participate in the acquisition and redevelopment of the Property without assuming the full funding burden or concentration risk that would arise if the acquisition were pursued on a standalone basis. In particular, the JV Company is owned as to 47% by HPC Realty, and the Initial Contribution is contemplated to be contributed by the joint venture partners on a pro rata basis according to their shareholdings in the JV Company, while the JV Company is expected to obtain external financing for a substantial portion of the acquisition cost. As a result, the Directors consider that the Company can pursue the Redevelopment Project with a more affordable capital commitment relative to the overall project size, while preserving financial flexibility and mitigating funding and execution risks through risk-sharing with the other joint venture partners.

The Group is principally engaged in civil engineering and general building construction including major upgrading works in Singapore. The JV Shareholders have agreed to procure the JV Company to appoint HPC Realty (or any of its affiliates) to be the main contractor of the Redevelopment Project. The Directors believe that this arrangement is expected to allow the Group to leverage its existing construction capabilities and track record in civil engineering and general building construction, and may generate additional business opportunities and a new income stream for the Group during the redevelopment and construction phase. In this connection, the Redevelopment Project is expected to further allow the Group to broaden its business scope and profit models by expanding into synergistic sectors, while strengthening the Group's market positioning as it actively participates in the property development market.

In light of the above, having regard to the above and the strategic rationale of the Redevelopment Project, the Directors consider that the terms of the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

6. INFORMATION ON THE PARTIES

The JV Company

The JV Company is a private company limited by shares incorporated in Singapore on 9 February 2026, established solely for the purpose of acquiring and holding the Property. As at the Latest Practicable Date, the issued and paid-up share capital of the JV Company is nominally S$100,000 (equivalent to approximately HK$610,000) comprising 100,000 shares, and is owned as to 47% by HPC Realty, 19% by CWT, 29% by LXP, and 5% by O2 Realty.

As at the Latest Practicable Date, other than the capital contribution by its shareholders, the JV Company does not have any assets and has not commenced any business.

The JV Company will not become a subsidiary of the Company and the financial results of the JV Company will not be consolidated into the accounts of the Group (subject to the CWT Exit Right as contemplated under the JV Agreement).

HPC Realty, the Company and the Group

HPC Realty, is a company incorporated in Singapore and a wholly-owned subsidiary of the Company. HPC Realty is principally engaged in investment holding and the provision of engineering design and consultancy services.

The Company is a company incorporated in the Cayman Islands and is an investment holding company. The Group is principally engaged in civil engineering and general building construction including major upgrading works in Singapore.

CWT

CWT is a private company limited by shares incorporated in Singapore and is principally engaged in investment holding and management, warehousing services, project logistics management and services. It is an indirect wholly-owned subsidiary of CWT International Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 0521). CWT International Limited is an investment holding company principally engaged in integrated logistics services and related engineering services as well as the affiliated business of commodity marketing and financial services.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, CWT, CWT International Limited and its ultimate beneficial owners are Independent Third Parties.

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LETTER FROM THE BOARD

LXP

LXP is a private company limited by shares incorporated in Singapore and is principally engaged in investment holding. It is wholly-owned by Ding Zhou Investment Pte. Ltd., an exempt private company limited by shares incorporated in Singapore principally engaged in various property and real estate investment across Asia and Australia. Ding Zhou Investment Pte. Ltd. is in turn wholly-owned by Wang Zeya.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, LXP, Ding Zhou Investment Pte. Ltd. and Wang Zeya are Independent Third Parties.

O2 Realty

O2 Realty is an exempt private company limited by shares incorporated in Singapore and is a special purpose vehicle principally engaged in the management of real estate property and management consultancy services wholly-owned by Ong Yan Wah Oliver. Mr. Ong has over 20 years of experience in property development, construction and engineering in Singapore and has participated in the design, development, building and expansion of infrastructure in Singapore.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, O2 Realty and Ong Yan Wah Oliver are Independent Third Parties.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the HPC Funding Contribution exceed 100%, the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution) will constitute a very substantial acquisition of the Company under Chapter 14 of the Listing Rules.

Furthermore, pursuant to Rule 14.74 of the Listing Rules, the CWT Exit Right constitutes the grant of an option by the Group to CWT, the exercise of which is not at the Group's discretion. Hence, the CWT Exit Right is classified as if the option had been exercised. As one or more of the applicable percentage ratios in respect of the CWT Exit Right exceed 100%, the CWT Exit Right also constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules.

Accordingly, the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) is subject to the reporting, announcement, and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

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LETTER FROM THE BOARD

8. EGM

A notice convening the EGM to be held at 7 Kung Chong Road, HPC BUILDING, Singapore 159144 on Tuesday, 9 June 2026 at 09:00 a.m., is set out on pages EGM-1 to EGM-2 of this circular. A resolution will be proposed at the EGM to approve, among other things, the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right).

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll save that the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) is subject to the approval of a resolution passed by the Shareholders. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as none of the Shareholders is interested in the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right), no Shareholder is required to abstain from voting at the EGM on the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right).

9. RECOMMENDATION

The Directors consider that the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the resolution to be proposed at the EGM.

10. ADDITIONAL INFORMATION

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

Yours faithfully,

By Order of the Board

HPC Holdings Limited

Wang Yingde

Chairman & Chief Executive Officer

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The financial information of the Group for each of the financial years ended 31 October 2023, 2024 and 2025 are disclosed in the following documents which have been published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.hpc.sg):

(a) the annual report of the Company for the financial year ended 31 October 2023, from pages 76 to 128:

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0219/2024021900394.pdf

(b) the annual report of the Company for the financial year ended 31 October 2024, from pages 76 to 128:

https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0211/2025021100265.pdf

https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0211/2026021100926.pdf

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 March 2026, being the most recent practicable date for the purpose of indebtedness statement of the Group prior to the printing of this circular, the Group had the following outstanding indebtedness:

S$'000

Bank borrowings
- secured and guaranteed 12,484
Amount due to non-controlling Shareholders
- unsecured and unguaranteed 365

Mortgage and Charges

As at 31 March 2026, the Group's leasehold land and leasehold building were mortgaged to secure the Group's bank loan. Besides, the bank loan is guaranteed by a wholly-owned subsidiary of the Group, HPC Builders Pte. Ltd. and the executive directors of the Group.

Contingent Liabilities and Financial Guarantees

As at 31 March 2026, the Group was involved in a few litigation cases related to workplace injuries which were normally insured with insurance; therefore, the Group does not expect any contingent liabilities in the foreseeable future.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Save as disclosed in the section headed "Mortgage and Charges", there was no financial guarantee granted in favour of the third party of the Group.

3. SUFFICIENCY OF WORKING CAPITAL

Taking into account the financial resources of the Group, including the Group's internal resources in the absence of unforeseeable circumstances, the Directors are of the opinion that 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.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, there was no material adverse change in the financial or trading position of the Group since 31 October 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECT OF THE GROUP

Building and Construction Authority (BCA) of Singapore has projected the total construction demand to remain steady at S$47-53 billion in nominal terms for 2026. The sustained construction demand expected in 2026 is supported by the expected awarding of additional construction packages for Changi Terminal 5 (T5) Development, for Marina Bay Sands Integrated Resort (MBS IR2) expansion, New Tengah General & Community Hospital, Downtown Line 2 Extension and Thomson-East Coast Line Extension.

Over the medium-term, construction demand is projected to reach an average of between $39 billion and $46 billion per year from 2027 to 2030. Besides the Changi T5 development and HDB's Build-To-Order construction, medium term construction demand is anticipated to be supported by a strong pipeline of various large developments such as the redevelopment of NUH at Kent Ridge, various Junior Colleges, and the development of the new Singapore University of Social Sciences (SUSS) City Campus. While medium-term construction demand outlook appears positive, project schedules may still change due to unforeseen global economic risks.

During and after Covid-19 period, the Group has successfully completed quite a number of notable projects in Singapore despite various macro challenges. It earned the Group robust reputation in project execution and on-time delivery in the local market. More tender invitations from a diversified customer base have been seen since 2024, added to our order book to reach historical high now. We foresee the current tight demand trend; the Group will be able to maintain the current development pace and sustain the same level of revenue and order book in the next three years.

With more projects in the pipeline available, the Group is able to weigh more resources on high profit and less risky projects which would gradually improve the gross profit margin while achieving revenue growth.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

6. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Set out below is the management discussion and analysis of the Group’s results of operation for each of the three years ended 31 October 2023, 2024 and 2025. The information set out below is principally extracted from the Company’s annual reports for the three years ended 31 October 2023, 2024 and 2025, respectively. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those ascribed in these annual reports. These extracted materials below were prepared prior to the date of this circular and speak as of the date they were originally published, representing the opinion and beliefs made by the then Directors at such time when the related annual report was issued.

For the year ended 31 October 2023

Business review

In 2023, Singapore’s construction market is competitive, both government projects and private projects are active and demanding, construction prices are less volatile compared with 2022. Most of the building materials and subcontractors’ prices are increasing due to global inflation, Russia-Ukraine war, Israel-Hamas war, and geo-political tension between China and the United States; these cause project bidding prices in construction market in the uptrend direction and construction cost increases substantially.

According to the Building Construction Authority (the “BCA”) of Singapore, preliminary construction demand for 2023 reached S$33.8 billion, due to an uptrend in tender prices, expediting of construction awards for several private residential projects and ramping up of public housing projects of Housing Development Board (“HDB”). This exceeded BCA’s forecast of S$27 billion to S$32 billion in January 2023. (Refer to BCA/Steady Demand for the Construction Sector Projected for 2024/Monday, 15 January 2024).

With the above headwinds, the Group’s tender procedures and pricing strategy are to be more cautious in the current intense bidding price competition. In 2023, the Group had managed to secure four new projects, (a) Tiong Nam Logistics (S) warehouse project awarded in March 2023, with a contract sum of S$36.50 million; (b) 27 International Business Park, 11 storeys with 2 levels basement corporate office building awarded in July 2023, with a contract sum of S$101.74 million; (c) Chasen high-tech industrial building awarded in September 2023, with a contract sum of S$61.28 million; and (d) Loyang North Substation building awarded by Jurong Town Council (“JTC”), a Singapore government agency, with a contract sum of S$29.52 million. During the Financial Year, the Group managed to secure new projects with total contract sum of S$229.04 million.

For the awarded new projects (b), client-CapitaLand and (d), client-JTC are repeated clients, which we have completed their projects in 2020 and 2018 respectively. With the tender outcome was relatively fierce bidding and the newly awarded projects, the Group managed to sustain a healthy order book value at S$261.50 million as of 31 December 2023.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

During the second-half of 2023, the Group has successfully delivered Silicon Box semiconductor wafer fab project and obtained BCA Temporary Occupation Certificate ("TOP") in Phase 1 and Phase 2, the TOP was obtained in July 2023 and August 2023 respectively. Currently, the Group has 7 ongoing projects i.e., HDB - 786 Build To Order ("BTO") units at Tengah Garden C6, Global Indian International School, Pilot Mechanical Biological Treatment Plant, Tiong Nam Warehouse, 27IBP corporate office building (11 storeys and 2 levels basement), Chasen high-tech industrial building and JTC Loyang North Substation. Where Global Indian International School, will be delivered by 1st quarter of 2024, Pilot Mechanical Biological Treatment Plant will be delivered by 2nd quarter of 2024, Tiong Nam warehouse and HDB - 786 BTO units will be delivered by the 3rd quarter of 2024.

Financial review

According to Monetary Authority of Singapore (the "MAS"), despite the core inflation of Singapore remains at average approximately 4% through the year 2023, the gross domestic products ("GDP") of construction industry in the first three quarters of 2023 grows strongly at average 7.2% as compared to the same period of year 2022. (Refer to MTI Singapore Department of Statistics/Release of Advance GDP Estimates, 3rd Quarter 2023)

With the strong growth trend of the industrial production, the Company achieved a surge in the financial performance and we are pleased to turn into profit from loss in this Financial Year.

Revenue and Gross Profit

The Group registered a surge of approximately 42.54% in revenue for the Financial Year as compared with the Previous Period from approximately S$202.90 million to approximately S$289.20 million. Revenue increased by approximately S$86.30 million as a result of full capacity of construction activities was resumed compared with the Previous Period, particularly due to on time completion of one semiconductor plant project with tight project period.

The gross profit of the Group increased from approximately S$12.09 million to S$13.00 million profits for the Financial Year as compared with the Previous Period, an approximately 7.40% increment. However, gross profit margin shrink further from approximately 5.96% to 4.49%. The increment of gross profit was the natural result of the strong recovery of the construction activity. However, the consistently high inflation rate and increment of Goods and Services Tax ("GST") of Singapore in 2023 eroded further the post-COVID competitive profit margin.

Other Operating Income and Expenses

Other operating income and expenses of the Group for the Financial Year decreased by approximately S$338 thousand, primarily due to all government subsidies granted from Singapore Government to assist business to defray the cost caused by the pandemic had been utilized in the Previous Period.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Administrative Expenses

The Group incurred more administrative expenses for the Financial Year compared with the Previous Period. Administrative expenses increased by approximately S$588 thousand from approximately S$6.87 million to S$7.45 million. The increment of the administrative expenses was primarily due to more staff remuneration and professional cost driven by the strong growth of the business activities.

Income Tax Expenses

As a result of the surge of the operating income in the Financial Year and certain provisions provided for foreseeable loss and doubtful debt, the Group recorded income tax expenses approximately S$1.05 million.

Profit After Tax

As a result of the combined effects mentioned above, the Company recorded a net profit after tax at approximately S$3.10 million, a "U" turn from loss of S$424 thousand, equivalent to approximately 8 times growth.

Dividends

The Company did not declare any interim dividend during the Financial Year, the Board also do not recommend any final dividend to be distributed for the Financial Year (2022: Nil).

Liquidity, financial resources and gearing

Liquidity

The Group's business operations depend on the sufficiency of working capital and effective cost management, in particular, competitive prices from subcontractors and suppliers as well as effective management of foreign workforce. The Group's primary uses of cash are payments to subcontractors, suppliers and manpower cost. The Group had been depending on its internal generated funds to fund its working capital needs in the past, however, with consistently lower interest rate in the current economy, the Group has started to gradually introduce low risk loan financing to the capital structure in order to achieve the optimum cost of capital. With proven track record in costs management coupled with the local regulation on construction works settlements, the Group is not expected to face any liquidity issues.

Current ratios (defined as total current assets divided by total current liabilities) of the Group are 1.89 and 2.0 as at 31 October 2023 and 31 October 2022, respectively.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Borrowings and Gearing

The Group's borrowings are related to certain finance lease obligations obtained through the acquisition of motor vehicles and there were term loans and shareholders' loans for land purchase and redevelopment of an industrial building on 7 Kung Chong Road (the "HPC BUILDING" and "7 Kung Chong Road Project", respectively).

Gearing ratios (defined as total borrowings divided by total equity) of the Group are 21.10% and 23.20% as at 31 October 2023 and 31 October 2022, respectively, and the decrease of gearing ratio was mainly due to the repayments of loan pertaining to the 7 Kung Chong Road Project mentioned above during the Financial Year.

Foreign Exchange Exposure

Most of the Group's income and expenditures are denominated in Singapore dollars, being the functional currency of the Group, and hence, the Group does not have any material foreign exchange exposures except for a few listing compliance transactions in Hong Kong Dollars.

As the Group's normal operations' foreign exchange exposure is minimal, the Group does not use any hedging facilities. All foreign transactions are entered into at spot rate.

Mortgage or Charges on Group's Assets

As at 31 October 2023, the acquired land was mortgaged to secure the Group's bank loan. One of the subsidiaries of the Group, HPC Builders Pte. Ltd., was also charged to the same bank for the same project as additional security. Other than that, only motor vehicles were acquired via finance leases.

Contingent Liabilities and Financial Guarantees

The Group was involved in a few litigation cases related to workplace injuries which were normally insured with insurance. Therefore, the Group does not expect any contingent liabilities in the foreseeable future.

As at 31 October 2023, saved as disclosed in the section "Mortgage or Charges on Group's Assets", there is no financial guarantee granted in favor of the third party of the Group.

Capital Expenditure and Capital Commitments

For the Financial Year, part of the capital expenditure of the Group was spent on the construction and financing cost of the 7 Kung Chong Road Project and some construction site equipments.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

On 30 June 2023, one of the wholly-owned subsidiaries of the Group, DHC Construction Pte Ltd received the letter and the lease offer from JTC, a Singapore government agency, confirming that its tender for the lease of the premises at 5 Tuas Basin Link, Singapore 638759 at the tendered premises premium of S$5,535 thousand (exclusive of prevailing GST) was accepted. The details of the transaction were announced on 4 July 2023 and the transaction was approved by the shareholders of the Company (the "Shareholders") in accordance with Rule 14.44 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("SEHK" and "Listing Rules", respectively).

Employee information

As at 31 October 2023, the Group had 1,007 employees including foreign workers.

The employees of the Group are remunerated according to their job scope and responsibilities. The local employees are also entitled to discretionary bonus depending on their respective performance. The foreign workers are typically employed on one-year basis depending on the period of their work permits and subject to renewal based on their performance and are remunerated according to their work skills.

Total staff costs including Directors' emoluments amounted to approximately S$32 million (2022: S$29 million) for the Financial Year.

Employees of the Group receive training depending on their department and the scope of works. Typically, the human resource department arranges for employees to attend trainings from time to time, especially relating to workplace health and safety.

Prospects

According to BCA data, total construction demand in 2024 is projected to be between S$32 billion and S$38 billion, with the public sector contributing about 55% of the total demand. Enhancement of public procurement framework to support consultants in Built Environment sector and encourage more sustainable business practices, adjust allocation of risks as well as maintain fair and timely remuneration for consultants. The public sector is expected to drive total construction demand between S$18 billion and S$21 billion, mainly from public housing and infrastructure projects. The private sector construction demand is projected to be between S$14 billion and S$17 billion in 2024. (Refer to BCA/Steady Demand for the Construction Sector Projected for 2024/Monday, 15 January 2024).

With the coming completion of Silicon Box Semiconductor Wafer Fab in 3rd quarter of 2023 at a contract sum and variation orders of more than S$350 million and completion within 11 months, the Group makes a remarkable achievement, and this brings the reputation for the Group to further explore in semiconductor wafer fab projects. Besides, the Group also works together with developers for coming international schools' projects by optimizing the land use and introducing location advantage to improve the efficiency of such facilities. The Group has completed North London Collegiate School in 2021 and Global Indian International School is on the coming completion in 1st quarter of 2024. By

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

successfully completion of these 2 international school projects, the Group has gained strong track records among the international schools' market, and with the support and pushing of international schools' market by the Singapore government, the Group will have more tender opportunities in international school building bidding exercise.

Furthermore, the Group also works together with a few prime logistics properties for the new green-field warehouse with cold-room facilities, as the demand of such facilities are nearly reached to full occupancy and has even begun to spill over to lower-specification logistics space.

Group will still have to cope with the lower gross profits margin due to current high level of building materials prices, labour costs and the intense competition from other contractors. With a healthy order book value of S$261.50 million as of 31 December 2023, which will allow the Group to have more time to select better projects in the coming months to achieve sustainable growth instead of tendering aggressively. The management shall work positively to ensure the Group is able to sail through these volatile and intensely competitive markets and to excel further.

Share option scheme

The Group has adopted a share option scheme pursuant to which the Company may grant options to eligible persons. The maximum number of shares which may be issued upon exercise of all options to be granted under the scheme and any other schemes of the Group shall not in aggregate exceed 160,000,000, being 10% of the Company's shares listed on the Main Board of the SEHK on 11 May 2018.

No share options were granted or outstanding for the Financial Year.

For the year ended 31 October 2024

Business review

In 2024, Singapore's construction market remains highly competitive, for both government and private sector. One of the major challenges that the construction industry faced was the continued rising in building materials and subcontractor prices. This price inflation were largely driven by global economic factors and local regulations, such as tighten in foreign labor policy. As a result, project bidding prices were on an upward trend, and construction costs were increased substantially throughout the Financial Year.

In response to the prevailing market headwinds, the Group adopted a more prudent approach to its tender procedures and pricing strategy in 2024. Given the intense competition in the bidding process, we focused on ensuring that our tender submissions were not only competitive but also sustainable, allowing us to maintain a healthy margins while securing projects in an increasingly challenging market environment.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Despite these challenges, the Group successfully secured six new projects in 2024, demonstrating our ability to remain agile and responsive in a competitive landscape. These projects include: (1) A 5-Storey Block with 2 Basement Floors for Management Development Institute of Singapore (a Commercial School), awarded in May 2024; (2) Structure Works for Wuxi XDC Singapore Tuas Project, awarded in August 2024; (3) Multi-User 5-Storey Integrated Construction and Prefabrication Hub (ICPH), awarded in October 2024; (4) MEP, Fit-Out, Infrastructure, and Landscape for Wuxi XDC Singapore Tuas Project, awarded in November 2024; (5) 9-Storey Ramp-Up Food Factory Development with Roof top Heavy Vehicle Parking Lots, awarded in November 2024; and (6) 9-Storey Single-User Business 1 White Industrial Development with Warehouse, Ancillary Storage, etc., awarded in December 2024.

In total, the Group has successfully secured new projects in 2024 with a combined contract sum of S$461.51 million. This achievement reflects our ability to navigate the competitive landscape, adapt to market demands, and continue to grow our portfolio despite the challenges presented by both external economic factors and the competitive nature of the construction sector.

However, despite strong market expansion, most of the new project only came in at the last two months of year 2024, which were after our financial year end, therefore no contribution to the current financial year results. During the second half of 2024, the Group successfully completed the Global Indian International School and obtained The Building and Construction Authority (BCA) Temporary Occupation Certificate (TOP) in September 2024. Currently, the Group is managing ten ongoing projects, including six newly awarded projects in 2024.

Financial review

With less on-going projects carried out activities during the Financial Year discussed in the above paragraph, the Group recorded a slump in the financial results as compared to the Previous Period.

Revenue and Gross Profit

The Group recorded a drop of approximately 41.3% in revenue from approximately S$289.2 million for the Previous Period to approximately S$169.8 million for the Financial Year. Revenue decreased by approximately S$119.4 million as a result of less on-going projects awarded during the Financial Year, much less construction activities were carried out as compared with the Previous Period.

The gross profit of the Group dived from approximately S$13.00 million to approximately S$5 million gross loss for the Financial Year as compared with the Previous Period, an approximately 138.6% drop, gross profit margin shrink further from approximately 4.49% to negative 2.95%. The decrement of gross profit margin was mainly due to the following factors, among the others: i) two projects awarded before Covid-19 with much lower price were eventually completed during this Financial Year; ii) Singapore authorities tightened foreign labor policy which increased labor cost throughout all suppliers and subcontractors; and iii) less new projects during the Financial Year also reduced the unit productivity of existing project.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Other Operating Income and Expenses

Other operating income and expenses of the Group for the Financial Year increased by approximately S$500 thousand from approximately S$2.6 million for the Previous Period to S$3.1 million for the Financial Year, primarily due to a bad debt written-off many years ago that was partially recovered.

Administrative Expenses

The Group incurred more administrative expenses for the Financial Year as compared with the Previous Period. Administrative expenses increased by approximately S$513 thousand from approximately S$7.45 million to S$7.97 million. The increment of the administrative expenses was primarily due to the increase in office overhead and marketing expenses spent to be compatible to the new corporate building.

Income Tax Credit/(Expenses)

Despite of the overall loss of the operating income in the Financial Year of the Group, two subsidiaries of the Group which running with small teams were profitable, approximately S$485 thousand corporate income taxes were charged over them, together with the deferred tax credit resulted from the trade loss to be carried forward, an overall S$1 million tax credit was recorded for the Financial Year.

(Loss)/Profit After Tax

As a result of the combined effects mentioned above, the Company recorded a net loss after tax at approximately S$8.48 million, a slump from a net profit after tax for Previous Period of approximately S$3.10 million, equivalent to approximately 3.7-fold plunge.

Dividends

The Company did not declare any interim dividend during the Financial Year, the Board also do not recommend any final dividend to be distributed for the Financial Year (2023: Nil).

Liquidity, financial resources and gearing

Liquidity

The Group's business operations depend on the sufficiency of working capital and effective cost management, in particular, competitive prices from subcontractors and suppliers as well as effective management of foreign workforce. The Group's primary uses of cash are payments to subcontractors, suppliers and manpower cost. The Group had been depending on its internally generated funds to fund its working capital needs in the past, however, with consistently lower interest rate in the current economy, the Group has started to gradually introduce low risk loan financing to the capital structure in order to achieve the optimum cost of capital. With proven track record in costs management

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

coupled with the local regulation on construction works settlements, the Group is not expected to face any liquidity issues.

Current ratios (defined as total current assets divided by total current liabilities) of the Group are 1.66 and 1.89 as at 31 October 2024 and 31 October 2023, respectively.

Borrowings and Gearing

The Group's borrowings are related to certain finance lease obligations obtained through the acquisition of motor vehicles and there were term loans for land purchase and redevelopment of an industrial building on 7 Kung Chong Road (the "7 Kung Chong Road Project").

Gearing ratios (defined as total borrowings divided by total equity) of the Group are 19.55% and 21.10% as at 31 October 2024 and 31 October 2023, respectively, and the decrease of gearing ratio was mainly due to the repayments of loan pertaining to the 7 Kung Chong Road Project mentioned above during the Financial Year.

Foreign Exchange Exposure

As the Group's normal operations' foreign exchange exposure is minimal, the Group does not use any hedging facilities. All foreign transactions are entered into at spot rate.

Mortgage or Charges on Group's Assets

As at 31 October 2024, the acquired land was mortgaged to secure the Group's bank loan. One of the subsidiaries of the Group, HPC Builders Pte. Ltd. ("HPC Builders"), was also charged to the same bank for the same project as additional security. Other than that, only motor vehicles were acquired via finance leases.

Contingent Liabilities and Financial Guarantees

During the Financial Year, the Group was involved in a few litigation cases related to workplace injuries which were normally insured with insurance. Therefore, the Group does not expect any contingent liabilities in the foreseeable future.

As at 31 October 2024, saved as disclosed in the section "Mortgage or Charges on Group's Assets", there is no financial guarantee granted in favor of the third party of the Group.

I-11 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Capital Expenditure and Capital Commitments

For the Financial Year, part of the capital expenditure of the Group was spent on the addition and alteration works of another lease hold property the Group acquired in year 2023, and acquisition of building equipment and fixtures.

Significant Investments Held, Material Acquisitions and Disposal of Subsidiaries, Associates and Joint Ventures

During the Financial Year, the following transactions were contemplated:

(1) On 5 February 2024, Mr. Wang Yingde, Mr. Shi Jianhua and HPC Builders, an indirect wholly-owned subsidiary of the Company, entered into an agreement, pursuant to which Mr. Wang Yingde and Mr. Shi Jianhua had conditionally agreed to sell, and HPC Builders had conditionally agreed to purchase, the sale shares, representing 49.00% of the entire equity interest in Regal Haus Pte Ltd. ("Regal Haus"), at the total consideration of S$3,206,250. On 30 April 2024, the deal was approved in the annual general meeting by independent shareholders of the Company. The transaction was completed in May 2024. For details, please refer to the announcements of the Company dated 5 February 2024, 21 March 2024 and 30 April 2024, and the circular dated 8 April 2024.

(2) On 31 May 2024, Apollo Aquaculture Group Private Limited ("Apollo Aquaculture"), HPC Builders, an indirect wholly-owned subsidiary of the Company and Aquachamp Pte. Ltd. entered into a sale and purchase agreement, pursuant to which Apollo Aquaculture has conditionally agreed to sell, and HPC Builders has conditionally agreed to purchase, 804,162 ordinary shares in the share capital of Apollo Aquarium Pte. Ltd. ("Apollo Aquarium"), representing 70% of the entire equity interest in Apollo Aquarium, at the total consideration in the sum of not more than S$3,500,000 (the "Acquisition"). The relevant authority of Singapore approved this transaction on 23 January 2025 and the Acquisition was expected to complete by end of February 2025, Apollo Aquarium will become an indirect non-wholly-owned subsidiary of the Company and the financial results of Apollo Aquarium will be consolidated in the consolidated financial statements of the Group in the next financial year.

Employee information

As at 31 October 2024, the Group had 761 employees including foreign workers.

Total staff costs including Directors' emoluments amounted to approximately S$30 million (2023: S$32 million) for the Financial Year.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Prospects

Annual construction demand is projected to reach between S$31 billion and S$38 billion from 2025 to 2028. BCA says the public sector will continue to lead the demand and is expected to contribute S$19 billion to S$23 billion per year from 2025 to 2028. (Refer to service2.imda.gov.sg, Built Environment IDP, 15 January 2024).

In 2024, the Group achieved a significant milestone with a combined contract sum of S$461.51 million, reflecting its remarkable success. This achievement enhances the Group's reputation and opens up new opportunities for growth, particularly in the pharmaceutical and large-scale food industries. The Group is also collaborating with developers on upcoming investment projects, focusing on optimizing land use and leveraging location advantages to improve the efficiency of these facilities. Furthermore, the Group successfully completed the North London Collegiate School in 2021 and the Global Indian International School in 2024. These accomplishments have strengthened the Group's reputation and track record in the international school's market.

In 2025, Singapore's construction industry is expected to become more technologically advanced, sustainable, and efficient than ever before. The adoption of cutting-edge building materials, connected construction sites, and innovative project monitoring technologies (such as Lean Do I, Novade, and GloriQ) will enable construction firms in Singapore to meet the growing demand for faster, more cost-effective, and sustainable buildings. By embracing these trends and positioning the firm as a leader in innovation, we can not only remain competitive but also contribute significantly to the nation's construction and sustainability goals.

However, the Group will continue to face challenges such as lower gross profit margins due to high building material prices, rising labor costs, and intense competition from other contractors. Despite these challenges, the Group maintains a strong order book with a value of S$833.4 million as of 31 October 2024. This robust pipeline provides the Group with the flexibility to selectively pursue higher-quality projects, prioritizing sustainable growth over aggressive tendering. The management team is committed to navigating the volatile and highly competitive market and driving the Group towards continued excellence and success.

Share option scheme

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the year ended 31 October 2025

Business review

In 2025, the industry grappled with persistent increases in the cost of building materials like raw material of cement and sand for ready-mixed concrete and subcontractor services. This inflation was primarily driven by counter-part country logistic pressures and domestic regulatory changes, notably the tightening of foreign labor policies. Consequently, project tender prices trended upward, leading to a substantial rise in overall construction costs throughout the Financial Year.

In response to the challenging market conditions and Singapore's robust construction demand in 2025, the Group adopted a more prudent and selective tender strategy. We actively pursued opportunities in both public and private sectors, while rigorously evaluating project viability. Given the intense competition, our focus was on submitting tenders that were not only competitive but also financially sustainable, enabling us to secure projects while preserving healthy profit margins in a demanding market.

Despite a challenging environment, the Group successfully secured seven new projects in 2025, underscoring our agility and competitive resilience. These awards include: (1) a new mega depot warehouse at Tuas South Avenue 10; (2) design and build for additions and alterations to an existing 4-storey cleanroom industrial building, and the new build of a 3-storey central utility building for Jurong Town Corporation; (3) design and build encompassing civil, structural, architectural and site management for pharmaceutical buildings at Tuas; (4) new industrial development featuring Bio-Safety Level 2 and Level 3 facilities, including additions and alterations works at Tuas Avenue 6; (5) a new industrial development comprising workshops, offices and a workers' dormitory for Hirose (Singapore) Pte Ltd.; (6) 5-storey 230KV substation building for Singapore Power (SP) Group; and (7) construction of a maintenance base incorporating fire stations, workshops, a warehouse, an administration building and intake substations for PSA Corporation Limited. In total, the Group has successfully secured new projects in 2025 with a combined contract sum of S$734.33 million. This achievement reflects our ability to navigate the competitive landscape, adapt to market demands, and continue to grow our portfolio despite the challenges presented by both external economic factors and the competitive nature of the construction sector.

Our successful market expansion in 2025 is reflected in the seven new projects secured. However, it is important to note that two of these awards, the 5-storey 230KV substation for SP Group and the maintenance base for PSA Corporation Limited, were finalized in the final two months of the year 2025, subsequent to the close of the Financial Year. Consequently, these projects did not contribute to the financial results of this Financial Year.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The Group successfully concluded and delivered four key projects in the latter half of the year: (1) an 11-storey business park development for CapitaLand Development, integrating commercial office space with a two-storey basement; (2) a 5-storey logistics warehouse with ancillary office facilities for Chasen Logistics Services; (3) a 66KV substation at Loyang North for JTC Corporation; and (4) comprehensive superstructure, architectural, and MEP works for pharmaceutical buildings under XDC/Wuxi Apptec.

The Group's active project pipeline remains robust. We are currently managing eleven ongoing projects, which include the full suite of seven projects awarded in 2025, providing a solid foundation for revenue in the forthcoming financial year.

Financial review

Due to a few major projects awarded in the Previous Period were all crowed towards the year end, and continuing increasing in the orderbook of this Financial Year, it drives the Group a high growth year in every aspect and successfully made a V turn from the Previous Period.

Revenue and Gross Profit

The Group recorded a surge of approximately 66.79% in revenue from approximately S$169.78 million for the Previous Period to approximately S$283.17 million for the Financial Year. Revenue increased by approximately S$113.39 million as a result of more major on-going projects awarded at the end of last year entered into their peak period in this Financial Year.

The gross profit of the Group made a robust turn from approximately S$5.01 million loss to approximately S$20.58 million gross profit for the Financial Year as compared with the Previous Period, an approximately 5 times improvement, gross profit margin recovered from approximately negative 2.95% to positive 7.27%. The improvement of gross profit margin was mainly due to (1) projects completed during the Financial Year are generally associated with a higher gross profit ratio as compare with those of the Previous Period; and (2) optimisation of tender strategy.

Other Operating Income and Expenses

Other operating income and expenses of the Group for the Financial Year increased by approximately S$500 thousand from approximately S$3.10 million for the Previous Period to S$3.56 million for the Financial Year, primarily due to expansion of business activities which resulted more ancillary managerial income.

Other Gains/Loss

The Group completed an acquisition during the Financial Year, detail reference can be made to the announcement of the Company dated 31 May 2024. Upon completion of the acquisition, the Group engaged an independent professional valuer to appraise the fair value of its asset, the fair value is approximately at its book value. Hence, the Group recorded an one-off gain through this acquisition.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Administrative Expenses

The Group incurred more administrative expenses for the Financial Year as compared with the Previous Period. Administrative expenses increased by approximately S$6.48 million from approximately S$7.97 million to S$14.45 million. The increment of the administrative expenses was primarily due to additional expense attributable to operating of newly acquired asset and normal scale up expenses of main business.

Income Tax (Expense)/Credit

Due to the strong return of the business performance, and the increase in the operating income for the Financial Year, the Group recorded approximately S$2.4 million income tax.

Profit/(Loss) After Tax

As a result of the combined effects mentioned above, the Company recorded a net profit after tax at approximately S$35.3 million, a surge from a net loss after tax for the Previous Period of approximately S$8.48 million, equivalent to approximately 5-fold increase.

Dividends

The Company did not declare any interim dividend during the Financial Year, the Board also do not recommend any final dividend to be distributed for the Financial Year (2024: Nil).

Liquidity, financial resources and gearing

Liquidity

The Group's business operations depend on the sufficiency of working capital and effective cost management, in particular, competitive prices from subcontractors and suppliers as well as effective management of foreign workforce. The Group's primary uses of cash are payments to subcontractors, suppliers and manpower cost. The Group had been depending on its internally generated funds to fund its working capital needs in the past, however, with consistently lower interest rate in the current economy, the Group has started to gradually introduce low risk loan financing to the capital structure in order to achieve the optimum cost of capital. With proven track record in costs management coupled with the local regulation on construction works settlements, the Group is not expected to face any liquidity issues.

Current ratios (defined as total current assets divided by total current liabilities) of the Group are 1.52 and 1.66 as at 31 October 2025 and 31 October 2024, respectively.

Borrowings and Gearing

The Group's borrowings are related to the mortgage loans for land purchase and redevelopment of the Group's headquarters building at 7 Kung Chong Road, Singapore.

I-16 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Gearing ratios (defined as total borrowings divided by total equity) of the Group are 11.20% and 19.55% as at 31 October 2025 and 31 October 2024, respectively, and the decrease of gearing ratio was mainly due to the repayments of loan pertaining to the headquarters building mentioned above and increment of profit during the Financial Year.

Foreign Exchange Exposure

As the Group's normal operations' foreign exchange exposure is minimal, the Group does not use any hedging facilities. All foreign transactions are entered into at spot rate.

Mortgage or Charges on Group's Assets

As at 31 October 2025, the acquired land was mortgaged to secure the Group's bank loan. One of the subsidiaries of the Group, HPC Builders Pte. Ltd., was also charged to the same bank for the same project as additional security.

Contingent Liabilities and Financial Guarantees

As at 31 October 2025, saved as disclosed in the section "Mortgage or Charges on Group's Assets", there is no financial guarantee granted in favor of a third party of the Group.

Capital Expenditure and Capital Commitments

For the Financial Year, part of the capital expenditure of the Group was spent on the acquisition of the new subsidiary and purchasing of more construction equipment to meet the project expansion demands.

Employee information

As at 31 October 2025, the Group had 1,247 employees including foreign workers.

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Total staff costs including Directors' emoluments amounted to approximately S$35 million (2024: S$30 million) for the Financial Year.

Prospects

In 2026, The Building and Construction Authority (BCA) expects the total construction demand to reach an average of between S$39 billion and S$46 billion per year from 2026 to 2029. (refer to BCA Media Release, Thursday, 23 Jan 2025).

The Group's successful acquisition of new projects with a combined contract value of S$734.33 million in 2025 represents a significant strategic and operational milestone. This strong performance directly enhances the Group's competitive reputation for reliability and technical expertise, serving as a powerful credential for future tender opportunities. It positions us to capitalize on emerging growth vectors in several key sectors of public sector for building on our recent success with major entities, we are well-placed to pursue a share of publicly funded projects, for institutional buildings, and essential utilities; and specialized industrial hubs with the proven experience in pharmaceutical facilities and large-scale, sophisticated food processing plants establishes us as a preferred partner for high-specification industrial developments, a segment with robust long-term demand.

We are actively collaborating with property developers on forward-looking investment projects. Our focus is on providing integrated design-and-build solutions that optimize land utilization and capitalize on strategic location advantages, thereby maximizing the operational efficiency and long-term value of these facilities for our clients. Looking ahead, this record contract volume provides a solid foundation for sustained revenue growth and allows us to strategically deepen our expertise in these high-value market segments.

Looking ahead to 2026, the Singapore construction industry is poised for a transformative shift, characterized by unprecedented levels of technological integration, sustainability and operational efficiency. The strategic adoption of advanced building materials, digitally connected construction sites, and innovative project monitoring platforms, such as Lean Do I, Novade and GloriQ will empower construction firms to meet escalating demands for accelerated project delivery, cost optimization and enhanced environmental performance.

By proactively embracing these industry trends and positioning the Group as an active builders in construction market, we are presented with a dual opportunity in terms of secure a sustainable competitive advantage in a rapidly evolving market and to make a meaningful contribution toward Singapore's national objectives for advanced construction and sustainable urban development. This forward-looking strategy will be integral to our long-term growth and construction position in Singapore market.

However, the Group will continue to face challenges such as lower gross profit margins due to high building material prices, rising labor costs, and intense competition

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

from other contractors. Despite these challenges, the Group maintains a strong order book with a value of $1,370 million as of 31 October 2025. This robust pipeline provides the Group with the flexibility to selectively pursue higher-quality projects, prioritizing sustainable growth over aggressive tendering. The management team is committed to navigating the volatile and highly competitive market and driving the Group towards continued excellence and success.

Share option scheme

No share options were granted, exercised, cancelled, lapsed or outstanding for the Financial Year.

7. ACQUISITIONS AFTER THE DATE OF THE LATEST PUBLISHED AUDITED ACCOUNTS

Save for the JV Agreement and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) (details of which are disclosed in this circular), since 31 October 2025 (being the date of which the latest published audited consolidated accounts of the Company were made up to), no member of the Group has acquired or agreed to acquire or is proposing to acquire a business or an interest in the share capital of a company whose profits or assets make or will make a material contribution to the figures in the auditor's report or next published accounts of the Company.

I-19 -

APPENDIX II

GENERAL INFORMATION

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' and chief executives' interests and short positions in shares, underlying shares and debentures

As at the Latest Practicable Date, the interests and/or short positions of the Directors and chief executives of the Company 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) which were 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 was taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange, were as follows:

Aggregate long positions in the Shares

Name of Director	Capacity / nature of interest	Number of Shares	Approximate percentage of issued Shares (Note 3)
Mr. Wang	Interest of controlled corporation (Note 1)	660,000,000(L)	41.25%
Mr. Shi	Interest of controlled corporation (Note 2)	540,000,000	33.75%

Notes:

(1) These 660,000,000 Shares were held by Tower Point, which is wholly and beneficially owned by Mr. Wang. Accordingly, Mr. Wang is deemed to be interested in the Shares held by Tower Point by virtue of SFO.

(2) These 540,000,000 Shares were held by Creative Value, which is wholly and beneficially owned by Mr. Shi. Accordingly, Mr. Shi is deemed to be interested in the Shares held by Creative Value by virtue of SFO.

(3) The approximate percentage of issued Shares is based on a total of 1,600,000,000 Shares as at the Latest Practicable Date.

APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executives of the Company had or was deemed to have any interest or short position in the shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO), which was 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 was taken or deemed to have under such provisions of the SFO), or which was required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which was required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(b) Substantial Shareholders' and other persons' interests and short positions in Shares and underlying Shares

As at the Latest Practicable Date, so far as it is known to the Directors and the chief executives of the Company, the interests and short positions of the persons, other than the Directors and the chief executives of the Company, and corporations 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, or which were required, pursuant to Section 336 of the SFO, to be entered in the register referred to therein, were as follows:

Aggregate Long Positions in the Shares

Name of substantial Shareholder	Capacity/nature of interest	Number of Shares	Approximate percentage of issued Shares (Note 3)
Tower Point	Beneficial owner (Note 1)	660,000,000(L)	41.25%
Mr. Shi	Beneficial owner (Note 2)	540,000,000	33.75%

Notes:

(1) Tower Point is wholly and beneficially owned by Mr. Wang. Accordingly, Mr. Wang is deemed to be interested in the Shares held by Tower Point by virtue of SFO.

(2) Creative Value is wholly and beneficially owned by Mr. Shi. Accordingly, Mr. Shi is deemed to be interested in the Shares held by Creative Value by virtue of SFO.

(3) The approximate percentage of issued Shares is based on a total of 1,600,000,000 Shares as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, so far as it is known to the Directors and the chief executives of the Company, no person, other than the Directors and the chief executives of the Company, or corporation had any 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, or which was required, pursuant to Section 336 of the SFO, to be entered in the register referred to therein.

3. DIRECTORS' POSITIONS HELD IN COMPANIES HAVING DISCLOSEABLE INTERESTS

Mr. Wang is the sole director of Tower Point and Mr. Shi is the sole director of Creative Value.

APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which 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.

4. 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 (excluding contracts expiring or determinable by the employer within one year without payment of any compensation (other than statutory compensation)).

5. DIRECTORS' COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective close associates (as defined in the Listing Rules) had any interest in a business apart from the Group's business which competed or was likely to compete, either directly or indirectly, with the Group's business.

6. DIRECTORS' INTERESTS IN ASSETS, CONTRACTS AND ARRANGEMENTS

As at the Latest Practicable Date:

(a) none of the Directors had any interest, direct or indirect, in any asset which had been, since 31 October 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or was proposed to be acquired or disposed of by or leased to any member of the Group; and

(b) none of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group.

7. MATERIAL ADVERSE CHANGE

8. LITIGATION

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

II-3 -

APPENDIX II

GENERAL INFORMATION

9. MATERIAL CONTRACTS

The following agreements (not being in the ordinary course of business of the Group) have been entered into by members of the Group within the two years immediately preceding the Latest Practicable Date that are or may be material:

(a) a sale and purchase agreement dated 31 May 2024 entered into between Apollo Aquaculture Group Private Limited, HPC Builders Pte. Ltd. (an indirect wholly-owned subsidiary of the Company) and Aquachamp Pte. Ltd. in respect of the sale and purchase of 70% of the entire equity interest in Apollo Aquarium Pte. Ltd. for a consideration of S$3,500,000, details of which are disclosed in the announcement of the Company dated 31 May 2024; and

(b) the JV Agreement, details of which are contained in this circular.

10. MISCELLANEOUS

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

(b) The headquarter and the principal place of business of the Company in Singapore is situated at 7 Kung Chong Road, HPC Building, Level 6, Singapore 159144.

(c) The principal place of business of the Company in Hong Kong is situated at 31/F., 148 Electric Road, North Point, Hong Kong.

(d) 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.

(e) Mr. Zhang Jie, who is a Chartered Accountant of Singapore and a member of the Institute of Singapore Chartered Accountants, and Ms. Tung Wing Yee Winnie, who is a fellow member of The Hong Kong Institute of Certified Public Accountants and a Fellow Certified Practising Accountant of the CPA Australia, are the joint company secretaries of the Company.

(f) In the case of inconsistency, the English text of this circular shall prevail over its Chinese text.

11. DOCUMENTS ON DISPLAY

A copy of the amended and restated JV Agreement will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hpc.sg) for a period of 14 days from the date of this circular.

NOTICE OF EXTRAORDINARY GENERAL MEETING

HPC Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1742)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of HPC Holdings Limited (the "Company") will be held at 7 Kung Chong Road, HPC BUILDING, Singapore 159144 on Tuesday, 9 June 2026 at 09:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 20 May 2026 (the "Circular"):

ORDINARY RESOLUTION

1. "THAT:

(a) the JV Agreement dated 27 March 2026 (amended and restated by an amendment and restatement agreement to the JV Agreement dated 18 May 2026) entered into between HPC Realty, LXP, CWT, O2 Realty and the JV Company (the "JV Agreement") and the transactions contemplated thereunder (including the HPC Funding Contribution and the CWT Exit Right) be and are hereby approved, confirmed and/or ratified; and

(b) any one of the Directors be and is hereby authorised to do all such acts and things, make all necessary filings and negotiate, approve, agree, sign, initial, ratify and/or execute for and on behalf of the Company any other letters, notices, acknowledgements, consents, waivers, agreements or other documents in which the Company is a party or is otherwise interested as such Director may consider necessary or desirable in connection with the JV Agreement and the transactions contemplated thereunder."

By Order of the Board

HPC Holdings Limited

Wang Yingde

Chairman & Chief Executive Officer

Singapore, 20 May 2026

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company. For the avoidance of doubt, only the Company is allowed to hold treasury shares of the Company (if any) and it shall abstain from voting at the extraordinary general meeting. The form of proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

NOTICE OF EXTRAORDINARY GENERAL MEETING

(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

(iii) In order to be valid, a form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. by 09:00 a.m. on Sunday, 7 June 2026) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(iv) The transfer books and register of members will be closed from Friday, 5 June 2026 to Tuesday, 9 June 2026, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Thursday, 4 June 2026. The record date for determining the eligibility of the Shareholders for attending and voting at the EGM is Tuesday, 9 June 2026.

(v) Shareholders who attend the extraordinary general meeting shall bear their own travelling expenses.

As at the date of this notice, the Board comprises Mr. Wang Yingde and Mr. Shi Jianhua as executive Directors; and Mr. Leung Wai Yip, Ms. Chen Liping and Mr. Chew Mun Yew as independent non-executive Directors.

EGM-2 -

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HPC Holdings Limited — Proxy Solicitation & Information Statement 2026

50135_rns_2026-05-20_c9b7112f-e8b4-4d28-9f33-769593a01506.pdf

HPC Holdings Limited

VERY SUBSTANTIAL ACQUISITION – FORMATION OF JOINT VENTURE FOR THE PROPERTY REDEVELOPMENT PROJECT IN SINGAPORE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

HPC Holdings Limited

VERY SUBSTANTIAL ACQUISITION – FORMATION OF JOINT VENTURE FOR THE PROPERTY REDEVELOPMENT PROJECT IN SINGAPORE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

2. THE JV AGREEMENT

Date

Parties

Issued and paid-up capital of the JV Company

Funding of the JV Company

Business scope of the JV Company

Board of directors of the JV Company

CWT's exit right

Restriction on transfer of interests in the JV Company

Condition precedent

Profit distribution

Duration and termination of the JV Agreement

3. THE REDEVELOPMENT PROJECT

Information on the Property and the Redevelopment Project

Expected funding for the Redevelopment Project

Expected timeline and payment schedule for the acquisition of the Property

Expected timeline for the Redevelopment Project

4. FINANCIAL EFFECTS OF THE HPC FUNDING CONTRIBUTION

Effect on earnings

Effect on assets and liabilities

5. REASONS FOR AND BENEFITS OF THE JV AGREEMENT AND THE HPC FUNDING CONTRIBUTION

6. INFORMATION ON THE PARTIES

The JV Company

HPC Realty, the Company and the Group

CWT

8. EGM

9. RECOMMENDATION

10. ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS STATEMENT

Mortgage and Charges

Contingent Liabilities and Financial Guarantees

3. SUFFICIENCY OF WORKING CAPITAL

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECT OF THE GROUP

6. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

For the year ended 31 October 2023

Business review

Financial review

Revenue and Gross Profit

Other Operating Income and Expenses

Administrative Expenses

Income Tax Expenses

Profit After Tax

Dividends

Liquidity, financial resources and gearing

Liquidity

Borrowings and Gearing

Foreign Exchange Exposure

Mortgage or Charges on Group's Assets

Contingent Liabilities and Financial Guarantees

Capital Expenditure and Capital Commitments

Employee information

Prospects

Share option scheme

For the year ended 31 October 2024

Business review

Financial review

Revenue and Gross Profit

Other Operating Income and Expenses

Administrative Expenses

Income Tax Credit/(Expenses)

(Loss)/Profit After Tax

Dividends

Liquidity, financial resources and gearing

Liquidity

Borrowings and Gearing

Foreign Exchange Exposure

Mortgage or Charges on Group's Assets

Contingent Liabilities and Financial Guarantees

Employee information

Prospects

HPC Holdings Limited Proxy Solicitation & Information Statement 2026