K2 F&B Holdings Limited — Proxy Solicitation & Information Statement 2020

Mar 17, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in K2 F&B HOLDINGS LIMITED, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was affected for transmission to the purchaser or transferee.

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

K2 F&B HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2108)

MAJOR TRANSACTION — ACQUISITION OF PROPERTY

17 March 2020

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	— FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	I-1
APPENDIX II	— UNAUDITED FINANCIAL INFORMATION
	OF THE PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	— UNAUDITED PRO FORMA FINANCIAL INFORMATION
	OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	— PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V	— GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:

• ‘‘Acquisition’’

• the acquisition of the Property by the Purchaser pursuant to the terms of the Option Agreements

• ‘‘Announcement’’ the Company’s announcement dated 14 February 2020

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

• ‘‘Board’’ the board of Directors

• ‘‘CKC’’ or ‘‘Purchaser’’ CK Chu Holdings Pte. Ltd., a company incorporated in Singapore with limited liability and an indirect whollyowned subsidiary of the Company

‘‘Company’’ K2 F&B Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange (stock code: 2108)

• ‘‘Completion’’ completion of the Acquisition

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

• ‘‘controlling Shareholder’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company ‘‘First Vendor’’ Thang Teck Jong, a Singaporean national and an Independent Third Party

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong

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

• ‘‘Independent Third Party(ies)’’ person(s) or company(ies) who/which is(are) independent of the Company and its connected persons

‘‘Independent Valuer’’ Jones Lang LaSalle Property Consultants Pte Ltd, an independent professional valuer appointed by the Company for the valuation of the Property

• ‘‘Latest Practicable Date’’ 11 March 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

– 1 –

DEFINITIONS

• ‘‘Listing Rules’’

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

• ‘‘Main Board’’ the Main Board of the Stock Exchange

• ‘‘Option Agreements’’ the nine option agreements dated 8 January 2020 under which the Vendors agreed to grant the Options to the Purchaser

• ‘‘Options’’ the option(s) granted by the Vendors to the Purchaser pursuant to the terms and conditions of the Option Agreements for the sale and purchase of the Property

• ‘‘percentage ratios’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Property’’ Units #01-02A, #01-02B, #01-02C, #01-02E, #01-04A, #0105A, #01-05B, #01-05C, and #01-05P on Level 1 of People’s Park Centre, 101 Upper Cross Street, Singapore 058357

• ‘‘Prospectus’’ the prospectus of the Company dated 21 February 2019 relating to the listing of the Shares on the Main Board which is available on the Stock Exchange’s website at www.hkexnews.hk and our Company’s website at www.fuchangroup.com

• ‘‘S$’’ Singapore dollar(s), the lawful currency of the Republic of Singapore

• ‘‘Second Vendor’’ Kong Ling Ting (also known as Kang Ling Ting), a Malaysian national and an Independent Third Party

• ‘‘SFO’’

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company

• ‘‘Share Offer’’ the initial public offering of the Shares pursuant to the Prospectus

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

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

‘‘Strong Oriental’’ Strong Oriental Limited, a company incorporated in the British Virgin Islands with limited liability and the controlling Shareholder of the Company

– 2 –

DEFINITIONS

‘‘Third Vendor’’ Mengkim Holdings Pte. Ltd., a company incorporated in Singapore with limited liability and held as to 90% and 10% by the First Vendor and Second Vendor respectively ‘‘Vendors’’ collectively the First Vendor, the Second Vendor and the Third Vendor

• ‘‘%’’ percentage

• Note: Unless otherwise stated, the figures in ‘‘S$’’ are converted into HK$ at the rate of S$1.00: HK$5.77 throughout this circular for indicative purposes only, and should not be construed as a representation that any amount has been, could have been or may be, exchanged at this or any other rate.

– 3 –

LETTER FROM THE BOARD

K2 F&B HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2108)

Executive Directors:

Mr. Chu Chee Keong (Zhu Zhiqiang) (Chairman and Chief Executive Officer) Ms. Leow Poh Hoon (Liao Baoyun)

Non-executive Director:

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

Ms. Chu Pek Si (Zhu Peishi)

Independent Non-executive Directors: Mr. Wong Loke Tan Mr. Loh Eu Tse Derek Mr. Mah Seong Kung

Principal Place of Business in Hong Kong: Unit 3708, 37/F Tower Two Lippo Centre No. 89 Queensway Hong Kong

Headquarters and Principal Place of Business in Singapore: 51 Ubi Avenue #02-17/18 Paya Ubi Industrial Park Singapore 408933

17 March 2020

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION — ACQUISITION OF THE PROPERTY

INTRODUCTION

References are made to the Announcement in which the Board announced that on 8 January 2020, the Purchaser was granted the Options by the Vendors to purchase the Property pursuant to the Option Agreements. The Board is pleased to announce that on 14 February 2020, the Purchaser exercised the Options pursuant to the Option Agreements to acquire the Property from the Vendors at a total consideration of S$22,200,000 (equivalent to approximately HK$128,094,000). The Property will be used for the opening of one airconditioned food centre to be operated and managed by the Group under its outlet management and leasing business.

– 4 –

LETTER FROM THE BOARD

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition are above 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide you with further information regarding the Acquisition.

THE ACQUISITION

The Option Agreements

The terms and conditions for the sale and purchase of the Property were set out in the Option Agreements. The principal terms of which are summarised below:

Date of grant of : 8 January 2020 the Options Date of exercise of : 14 February 2020 the Options Grantor of the : (i) The First Vendor and the Second Vendor as the grantors of the Options Options and the vendors in respect of Units #01-02A, #01-02B, #01-02C, #01-02E, #01-05A, #01-05B, #01-05C and #01-05P of the Property; and (ii) The Third Vendor as the grantor of the Option and the vendor in respect of Unit #01-04A of the Property Grantee of the : CKC, as the Purchaser of the Property Options

– 5 –

LETTER FROM THE BOARD

Consideration

• : S$22,200,000 (equivalent to approximately HK$128,094,000) comprising the following:

Consideration

Unit number of the Property #01-02A #01-02B #01-02C #01-02E #01-04A #01-05A #01-05B #01-05C #01-05P Total	Size of unit (square metres) 19 19 23 44 60 18 23 23 301 530	(S$) 819,000 819,000 991,800 1,896,600 2,538,000 810,000 1,010,000 1,010,000 12,305,600 22,200,000	(equivalent to approximately HK$) 4,725,630 4,725,630 5,722,686 10,943,382 14,644,260 4,673,700 5,827,700 5,827,700 71,003,312
			128,094,000

The above total consideration of S$22,200,000 is payable in the following manner:

• (i) the option money to purchase the Options under the Option Agreements amounting to 1% of the total consideration (being S$222,000 or equivalent to approximately HK$1,281,000) of the sale and purchase of the Property was paid on the date of the Option Agreements and shall be treated as part payment for the consideration of the Acquisition;

• (ii) a further part payment of 4% of the total consideration (being S$888,000 or equivalent to approximately HK$5,124,000) shall be payable at the time of exercising the Options; and

• (iii) the remaining balance of the consideration (being S$21,090,000 or equivalent to approximately HK$121,689,000) shall be payable upon Completion.

The total consideration for the Acquisition was determined upon arm’s length negotiation between the Purchaser and the Vendors, having regard to (a) the location of the Property and the market price of comparable properties in the proximity; and (b) the existing tenancies of the Property.

– 6 –

LETTER FROM THE BOARD

• Property being : Units #01-02A, #01-02B, #01-02C, #01-02E, #01-04A, #01-05A, #01acquired 05B, #01-05C and #01-05P on Level 1 of People’s Park Centre, 101 Upper Cross Street, Singapore 058357

Further details of the Property are set out in ‘‘Information on the Property’’ below.

• Date of : 20 March 2020 Completion

• Conditions of Sale : (i) the Acquisition is subject to the ‘‘Singapore Law Society’s Conditions of Sale 2012’’ in so far as the same are applicable to a sale by private treaty and are not varied by or inconsistent with the conditions in the Option Agreements;

• (ii) the Acquisition shall be subject to the Purchaser’s solicitors receiving satisfactory replies to the legal requisitions and applications for interpretations plans to various Government Departments and Land Transport Authority in Singapore;

• (iii) the title to the Property shall be in order and be properly deduced and free from encumbrances on Completion; and

• (iv) the Property is sold on an ‘‘as is where is’’ basis in its present state and condition and the Purchaser shall be deemed to have notice in a respect of the actual state of condition of the Property and shall not be entitled to raise any queries, requisitions or objections of whatsoever nature in respect thereof.

• Existing tenancies : The Property will be sold to the Purchaser with five existing tenancies as restaurant operations and retailers of household goods and appliances.

– 7 –

LETTER FROM THE BOARD

INFORMATION OF THE PROPERTY

The Property being acquired is located at Units #01-02A, #01-02B, #01-02C, #01-02E, #01-04A, #01-05A, #01-05B, #01-05C, and #01-05P on Level 1 of People’s Park Centre, 101 Upper Cross Street, Singapore 058357 with a total area of approximately 530 square metres. The units within the Property are located within close proximity, enclosing a common dining area, with four units connected side by side on one side and another five units connected side by side, on the back of these four units.

The existing tenancies of the Property can be summarised as follows:

Unit number of the Property Current usage Permitted usage #01–02A, #01–02B, #01–02C and #01–02E Restaurant operations Restaurant operations #01–04A Retailer of household goods and appliances Restaurant operations #01–05A and #01–05P Retailer of household goods and appliances Restaurant operations #01–05B and #01–05P Retailer of household goods and appliances Restaurant operations #01–05C and #01–05P Retailer of household goods and appliances Restaurant operations Total

Monthly rent Commencement date of tenancy Expiry date of tenancy (S$) (equivalent to approximately in HK$) 17,000 98,090 1 July 2019 30 June 2021 7,750 44,718 1 July 2018 30 June 2020 12,000 69,240 1 May 2018 30 April 2020 11,000 63,470 1 January 2020 31 December 2022 11,000 63,470 1 September 2018 31 August 2020 58,750 338,988

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the tenants of the Property is an Independent Third Party.

Although units #01-04A, #01-05A, #01-05B, #01-05C and #01-5P of the Property are currently being used as retailers of household goods and appliances, all nine units of the Property have been given permission by the Urban Redevelopment Authority in Singapore to be used for restaurant operations.

The Group will continue to lease the Property for rental income following Completion. The present intention is to open an air-conditioned food outlet when the existing tenancy agreements of the Property expire under outlet management. For more details of the financial information of the Property, please refer to the ‘‘Unaudited Financial Information of the Property’’ set out in Appendix II of this circular.

– 8 –

LETTER FROM THE BOARD

The Group is negotiating with all the relevant tenants of the Property to explore the possibility of shortening the relevant lease terms such that the Group can take possession of all the units of the Property as soon as possible. Subject to the outcome of, these negotiations, the Group intends to renew the existing leases of the Property on a short-term basis until the Group is in possession of all the units of the Property for conversion into an air-conditioned food outlet.

Once the Group repossesses all the units of the Property and the Group proceeds to convert the Property into one continuous air-conditioned food outlet, the Group intends to assess the needs and preferences of its target customer base in order to determine the ideal mix of the food stalls in the food outlet. Such operating model is in line with the usual business operation of the Group.

All units of the Property have permission from the Urban Redevelopment Authority of Singapore to be used for restaurant operations. There is no load-bearing wall within the Property and all walls are removable so as to cater for a conversion into a food outlet. The Property is also currently equipped with air-conditioning. As such, the Group expects that no major structural alterations will be required for the conversion.

The Property was valued by the Independent Valuer, as at 21 January 2020 at S$22,200,000 (equivalent to approximately in HK$128,094,000). The valuation report of the Property is shown in Appendix IV of this circular.

INFORMATION OF THE GROUP AND THE PURCHASER

The Group is principally engaged in (i) food and beverage retail business; and (ii) outlet management and leasing business in Singapore. The Purchaser, is an indirect wholly-owned subsidiary of the Company, which primarily engages in the letting and operation of food centres and operation of food and beverage stalls.

INFORMATION OF THE VENDORS

The First Vendor and the Second Vendor are businessmen while the Third Vendor is held as to 90% and 10% by the First Vendor and the Second Vendor respectively. The Third Vendor is primarily engaged in the processing, curing and preserving of fish and seafood.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendors are Independent Third Parties.

REASONS FOR AND THE BENEFITS OF THE ACQUISITION

The Property is located in a mixed-use commercial and residential development, consisting of residential units, shopping complex and offices in the heart of the bustling Chinatown district in Singapore.

– 9 –

LETTER FROM THE BOARD

The Acquisition is in the ordinary and usual course of the Group’s business, and is consistent with the Group’s past (and prevailing) business strategies and conduct. As disclosed on page 116 of the Prospectus, in order to increase its market share and scale of operations in the food and beverage industry in Singapore, it is part of the Group’s business strategy to expand its presence in Singapore through the acquisition of new properties or food centres.

The Board believes that the Acquisition would produce commercial results, including (i) foreseeable increase in revenue, profit and market share for the Group and (ii) greater economies of scale and certainty in costs. Furthermore, the Acquisition would also improve its ability to withstand ever-increasing rental costs and strengthen its ability to compete with other industry players.

With the Group’s existing operations of two food stalls selling cooked food located within the same complex and approximately 400 metres walking distance respectively, the Board considers that the opening of the air-conditioned food centre is a good opportunity for the Group to further strength its foothold and attract a broader customer base in the Chinatown district in Singapore. As the two food stalls each sells different food type offerings, namely mixed vegetable rice and beverage, the Acquisition would not create any cannibalisation among these existing food establishments.

Furthermore, with the relocation of the new State Courts Towers to Chinatown, which is now located next to the People’s Park Centre, on 9 December 2019, the opening of the airconditioned food centre would enjoy more customer traffic and further increase brand awareness.

Based on the above, the Board is of the view that the Acquisition would be commercially beneficial to the Group as it would enable the Group to be well-positioned to leverage on potential growth and expansion. Thus, the Acquisition is in line with the Company’s business strategy and future plans.

Given that the Option Agreements were entered into on normal commercial terms with consideration being determined based on the market value of the Property and similar properties in similar locations and are fair and reasonable, the Directors consider that the Acquisition is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT ON THE ACQUISITION

Earnings

The Group expects the Acquisition will increase the annual income by approximately S$705,000 (equivalent to approximately HK$4,068,000) and increase the finance costs by approximately S$385,000 per annum (equivalent to approximately HK$2,221,000).

– 10 –

LETTER FROM THE BOARD

Assets and liabilities

Upon Completion, the remaining balance of the total consideration of S$22,200,000 or equivalent to approximately HK$128,094,000 will be paid by the Purchaser to the Vendors in full, which will be funded partly by internal resources of the Group and bank facilities, including utilising certain of the proceeds from the Share Offer. For further details, please refer to ‘‘Financing of the Acquisition’’ below.

Following the Acquisition, there will be an increase in total assets of approximately S$17,041,000 (equivalent to approximately HK$98,327,000), comprising an increase in investment properties of approximately S$22,817,000 (equivalent to approximately HK$131,654,000) (being the total of the consideration of S$22,200,000 (equivalent to approximately HK$128,094,000) together with other directly attributable costs of the Acquisition of approximately S$617,000 (equivalent to approximately HK$3,560,000), comprising stamp duty of approximately S$617,000 (equivalent to approximately HK$3,560,000)), and netted off by a decrease in (i) bank balances and cash of approximately S$5,159,000 (equivalent to approximately HK$29,767,000), comprising 20% of total consideration of approximately S$4,440,000 (equivalent to approximately HK$25,619,000), stamp duty of approximately S$617,000 (equivalent to approximately HK$3,560,000) and legal and professional fee of approximately S$102,000 (equivalent to approximately HK$589,000); and (ii) fair value of the Property of approximately S$617,000 (equivalent to approximately HK$3,560,000). On the other hand, it is expected that there will be an increase in total liabilities of approximately S$17,760,000 (equivalent to approximately HK$102,475,000), being the mortgage of approximately S$17,760,000 (equivalent to approximately HK$102,475,000). For further details, please refer to the unaudited pro forma statement and assets and liability of the Group upon completion of the Acquisition as set out in Appendix III to this circular.

FINANCING OF THE ACQUISITION

It is expected that approximately 20% of the total consideration (being S$4,440,000 or equivalent to approximately HK$25,619,000) will be financed by the net proceeds from the Share Offer, which aligns with the use of proceeds, as discussed in the ‘‘Future plans and use of proceeds’’ section of the Prospectus. Approximately 80% of the total consideration (being S$17,760,000 or equivalent to approximately HK$102,475,000) will be financed by bank facilities.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition are above 25% but less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

– 11 –

LETTER FROM THE BOARD

WRITTEN CONTROLLING SHAREHOLDER’S APPROVAL

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of the Option Agreements, none of the Shareholders and their respective associates has any material interest in the Acquisition. As such, no Shareholder would be required to abstain from voting on the resolution in respect of the Acquisition if the Company were to convene a general meeting for the approval of the Acquisition. As at the date of the Option Agreements, Strong Oriental is the controlling Shareholder of the Company and beneficially holds 600,000,000 Shares, representing 75% of the entire issued share capital of the Company. Written approval of the Acquisition has been obtained from Strong Oriental on 14 February 2020. Pursuant to Rule 14.44 of the Listing Rules, such written approval may be accepted in lieu of holding a general meeting of the Company, and accordingly, no general meeting of the Company will be convened for the purpose of approving the Acquisition.

RECOMMENDATION

The Directors consider that the terms of the Acquisition are fair and reasonable and the Acquisition is in the interest of the Company and the Shareholders as a whole. Although a general meeting will not be convened by the Company to approve the Acquisition, if such a general meeting were to be convened by the Company, the Board would recommend the Shareholders to vote in favour of the resolution to approve the Acquisition.

ADDITIONAL INFORMATION

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

Yours faithfully, By Order of the Board K2 F&B Holdings Limited Chu Chee Keong (Zhu Zhiqiang) Chairman and Executive Director

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for each of the three financial years ended 31 December 2016, 2017 and 2018 and the six months ended 30 June 2019 are disclosed in the following documents which have been published on the websites of the Stock Exchange (http:// www.hkexnews.hk) and the Company (http://www.fuchangroup.com/):

• . prospectus of the Company published on 21 February 2019 (pages I-1 to I-56);

• . annual report of the Company for the year ended 31 December 2018 published on 29 April 2019 (pages 86 to 179); and

• . interim report of the Company for the six months ended 30 June 2019 published on 16 September 2019 (pages 9 to 27).

WORKING CAPITAL STATEMENT

The Directors, after due and careful enquiry, are of the opinion that, after taking into account the financial resources presently available to the Group including the internally generated funds, the currently available facilities and the effects of the Acquisition, and in the absence of unforeseen circumstances, the Group has sufficient working capital for its normal business for at least the next twelve months from the date of this circular.

INDEBTEDNESS

Bank borrowings

As at the close of business 31 January 2020, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had aggregate outstanding bank borrowings of approximately S$55,900,000 (equivalent to approximately HK$322,543,000).

These bank borrowings consist of term loans, secured mortgage loans and working capital loan. The working capital loans, term loans and secured mortgage loans relate to the financing of the purchase of property, plant and equipment, investment properties and were secured by the respective assets, corporate guarantee provided by the Company and personal guarantee provided by Controlling Shareholder. As at latest practicable date, our Group had unutilised banking facilities of approximately S$4,500,000 (equivalent to approximately HK$25,965,000).

Our Directors confirmed that the agreements under our bank borrowings do not contain any covenant that will have a material adverse effect on our ability to make additional borrowings or issue debt or equity securities in the future. Our Directors further confirmed that we had no material defaults in payment of trade and non-trade payables and bank borrowings, nor did we breach any financial covenants during the year ended 31 December 2019 and up to the latest practicable date. Our Directors further confirmed that during the year ended 31 December 2019 and up to the latest practicable date, we did not experience any difficulty in obtaining credit facilities, or withdrawal of facilities, request for early repayment, default in payments or breach of financial covenants of bank borrowings.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Contingent liabilities

As at latest practicable date, we did not have any contingent liabilities.

Our Directors confirmed that there was no material adverse change in our Group’s indebtedness and contingent liabilities as at 31 December 2019 and up to the latest practicable date.

Lease liabilities

As at 31 January 2020, being the latest practicable date for the purpose of this statement of indebtedness, the Group had current lease liabilities of approximately S$1,078,000 (equivalent to approximately HK$6,220,060) and non-current lease liabilities of S$441,000 (equivalent to approximately HK$2,545,000).

Save as aforesaid and apart from intra-group liabilities and normal trade payables, at the latest practicable date, the Group did no have any loan capital issued or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade payables) or acceptance credits, debentures, mortgages, charges, financial lease, hire purchases commitments, guarantees or other material contingent liabilities.

MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that, save as disclosed in the announcement of the Company dated 24 February 2020, there was no material adverse change in the financial or trading position of the Group since 31 December 2018 (being the date to which the latest published audited financial statements of the Group were made up) up to and including the Latest Practicable Date.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in (i) food and beverage retail business; and (ii) outlet management and leasing business in Singapore. The Purchaser, is an indirect wholly-owned subsidiary of the Company, which primarily engages in the letting and operation of food centres and operation of food and beverage stalls.

The Acquisition is in the ordinary and usual course of the Group’s business. As disclosed on page 116 of the Prospectus, in order to increase its market share and scale of operations in the food and beverage industry in Singapore, it is part of the Group’s business strategy to expand its presence in Singapore through the acquisition of new properties to establish food centres or food centres. In this regard, as part of its business strategy and consistent with its past practice, the Group has been on a constant lookout for opportunities to acquire or lease properties to increase the number of food centres operated and managed by the Group.

Although units #01–04A, #01–05A, #01–05B, #01–05C and #01–5P of the Property are currently being used as retailers of household goods and appliances, all nine units have been given permission by the Urban Redevelopment Authority in Singapore to be used for restaurant operations.

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group will continue to lease the Property for rental income after Completion. The present intention is to open an air-conditioned food outlet when the existing tenancy agreements of the Property expire under outlet management. The Group is open to discuss with current restaurant operation tenant for future cooperation and push revenue generated from this Property to next height.

– I-3 –

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

PROFIT AND LOSS STATEMENT OF THE PROPERTY

Pursuant to Rule 14.67(6)(b)(i) of the Listing Rules, on an acquisition of revenue generating assets (other than a business or company) with identifiable income stream or assets valuation, the Company is required to include in this circular a profit and loss statement for the 3 preceding financial years ended 31 December 2019 (the ‘‘Relevant Period’’) on the identifiable income stream in relation to the Property which must be reviewed by the auditors or reporting accountants.

For the preparation of the profit and loss statement on the identifiable income stream in relation to the Property in strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules, full access to the underlying books and records in relation to the Property covering the Relevant Period is required. However, despite repeated requests made by the Company with the Vendors, the Vendors did not agree to provide the Group and/or the Company’s auditor full access to the abovementioned underlying books and records, except for copies of the tenancy agreements of the Property (the ‘‘Tenancy Agreements’’). As the First Vendor and the Second Vendor are businessmen while the Third Vendor is a private company which is held as to 90% and 10% by the First Vendor and Second Vendor respectively, the financial information regarding the Property is not publicly available. Without the aforesaid full access to the underlying books and records of the Property, the Company is unable to properly compile a profit and loss statement on the identifiable income stream in relation to the Property for inclusion in this circular as required under Rule 14.67(6)(b)(i) of the Listing Rules.

The Tenancy Agreements set out only certain details of the tenancy agreements relating to the Property over the Relevant Period and subsisting as of January 2020. According to the Tenancy Agreements, the Property is subject to multi-lease of (i) one tenant taking up four units of the Property for restaurant operation and (ii) four tenants taking up five units of the Property for retailer of household goods and appliances. All of the tenancies were for 24 months, with one exception which was for 36 months. The earliest tenancy expires in April 2020 and the latest tenancy expires in December 2022. Details of the Tenancy Agreements are included in (i) ‘‘The Acquisition’’ and ‘‘Information of the Property’’ as set out in ‘‘Letter from the Board’’ and (ii) ‘‘Valuation Certificate’’ as set out in Appendix IV to this circular.

Although the Tenancy Agreements set out the responsibilities of the tenants in their leases, including the payment of insurance, repair charges, license fee, all utility expenses (drainage, electricity, gas, telephone, and water), stamp duty and other outgoings in respect of the Property, the Directors are unable to ascertain whether there were any other expenses which were incurred for the Relevant Period. These expenses include depreciation, finance costs and taxation costs and other unidentified ad-hoc outgoings. Due to the incompleteness of the financial information as not all of the expenses in respect of the Property can be identified, the aforesaid expenses cannot be included in the unaudited financial information of the Property set out in this circular. Further, the Directors are of the view that the aforesaid expenses are irrelevant in the Company’s assessment in connection with the Acquisition or in the determination of the consideration for the Acquisition.

– II-1 –

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

As an alternative measure, the Company proposes to prepare the unaudited financial information of the Property for the Relevant Period to be included in this circular based on the gross rental income information extracted from the tenancies as reviewed by the Directors. Further, the Company would also include in this circular, an estimate of the monthly expenses for the Property payable by the landlord based on the terms of the Tenancy Agreements and the experience of the Company’s management in the property industry for reference only. Since estimate of the monthly expenses for the Property payable by the landlord was incomplete and was not substantial compared with the gross rental income information, such estimate was not included in the unaudited financial information of the Property set out in this circular. In this regard, the Directors are of the view that with the above proposed arrangement, the Company has taken reasonable steps to provide alternative disclosures in this circular that would contain all the material information necessary to allow its shareholders to consider the impact of the Acquisition and would not result in an omission of material information in this circular.

In these circumstances, the Company and its Directors are of the view that omission of a profit and loss statement for the Property’s net income stream during the past three financial years would not render this circular materially incomplete or misleading or deceptive. The unaudited financial information to be included in this circular, as described above, would be an adequate substitute for each profit and loss statement.

Based on the above, the Company has hereby applied to the Stock Exchange for a waiver from strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules and was granted by the Stock Exchange, such that the gross rental income generated by the Property for the Relevant Period be disclosed in this circular instead.

The Property will be classified as investment property* in its financial statements after Acquisition and stated at fair value. Accordingly there would be no depreciation for the Property. The Purchaser is subject to the Singapore corporation tax in relation to the net profit arising from the leasing of the Property at the prevailing tax rate of 17%.

• A significant portion of the Property will be lease out to tenants, while only an insignificant portion will be operated by our Group as food and beverage stalls. Our Group will account for the Property as Investment Property after acquisition, as it fulfills the requirement of IAS 40, ‘‘Investment Property’’.

– II-2 –

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

Based on the Tenancy Agreements, the gross rental income of the Property for the Relevant Period is as follows:

	For the years	ended 31	December
	2017	2018	2019
Rental income S$’000	768	687	705
Equivalent to approximately HK$’000	4,431	3,964	4,068

Notes:

1. The gross rental income for the Relevant Period was derived from the Tenancy Agreements.

2. The gross rental income for the Relevant Period is compiled from the Tenancy Agreements provided by the Vendors. It may not provide a true and complete picture of the gross rental income attributable to the Property for the year since no books of accounts are available for inspection to ensure that the rental income has been received.

3. As a standard market practice, the tenant is responsible for payment of insurance, repair and maintenance charges (save and except those of a capital nature), license fee, all utility expenses (drainage, electricity, gas, telephone, and water), stamp duty and other outgoings in respect of the Property. While the landlord is responsible for property tax, and fee paid to Management Corporation Strata Title in the real estate (‘‘MCST’’). Based on statement and invoices in January 2020, property tax is approximately S$5,000 (HK$29,000) per month and monthly fee paid to MCST is approximately S$4,000 (HK$23,000). In addition, there was one vacant premise unit from 1 June 2018 to 31 August 2018 during the Relevant Period.

4. Save for the Tenancy Agreements and other publicly available information such as the applicable tax rates, the Directors do not have access to other financial information in relation to the Property. Due to the limited information available to them, the Directors are unable to ascertain the amount of any other expenses, if any, in relation to the Property. Accordingly, no other expenses, such as land lease paid and payable, depreciation, repair and maintenance expenses and finance costs (if any) were included in the above financial information.

5. The financial information in relation to the Property set out above is prepared using accounting policies which are materially consistent with those of the Group as set out in the published annual report of the Company for the year ended 31 December 2018.

6. The rental income for the Relevant Period is compiled from the Tenancy Agreements provided by the Vendors.

7. The Directors engaged HLB Hodgson Impey Cheng Limited, the auditor of the Company, to conduct certain agreed upon procedures on the rental income of the Property for the Relevant Period in accordance with Hong Kong Standard on Related Services 4400 ‘‘Engagements to Perform AgreedUpon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’). The procedures have been determined by and are the responsibility of the Directors. The auditor of the Company performed the procedures as summarised below:

8. (i) the auditor obtained the Tenancy Agreements from the Directors. The Tenancy Agreements were provided by the Vendor to the Group;

– II-3 –

UNAUDITED FINANCIAL INFORMATION OF THE PROPERTY

APPENDIX II

• (ii) the auditor obtained a schedule setting out the floor, names of tenants, lease period, rent-free period, annual rental and the corresponding rental income in respect of each Tenancy Agreements for the Relevant Period (the ‘‘Rental Income Summary’’) prepared by the Directors and compared the information as shown in the Rental Income Summary with the corresponding information shown in the Tenancy Agreements;

• (iii) the auditor recalculated the amounts of the rental income for the Relevant Period presented on the Rental Income Summary based on the information set out in the Tenancy Agreements and the formula stated in the Rental Income Summary;

• (iv) the auditor checked the arithmetic accuracy of the total amount of rental income for the Relevant Period shown in the Rental Income Summary;

• (v) the auditor recalculated the total amounts of rental income denominated in Hong Kong dollar shown in the Rental Income Summary based on the exchange rate of S$1.00: HK$5.77 for the Relevant Period; and

• (vi) the auditor compared the total amount of rental income for the Relevant Period shown in the Rental Income Summary to the corresponding amount shown in the unaudited financial information of the Property.

The auditor has performed the above agreed-upon procedures set out in the relevant engagement letter with the Company and reported its factual findings based on the agreed-upon procedures to the Directors. Pursuant to the terms of the relevant engagement letter between the Company and the auditor, the reported factual findings should not be used or relied upon by any other parties for any purpose. In the opinion of the Directors, the rental income has been properly compiled based on the information from the Tenancy Agreements and the Rental Income Summary.

The above procedures do not constitute an assurance engagement performed in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA. Consequently, no assurance is provided by the auditor of the Company on the unaudited financial information of the Property disclosed in this circular and the rental income for the Relevant Period.

Having taken into account the above disclosures of financial information of the Property, the Directors consider the omission of a profit and loss statement for the Property’s net income stream in the past would not render this circular materially incomplete, misleading or deceptive.

VALUATION OF THE PROPERTY

No valuation of the Property for each of the financial year end and the period end within the Relevant Period has been disclosed herein as the Company has not been able to obtain the valuation reports in respect of the Property from the Vendors. Instead a valuation of the Property as at 21 January 2020 as appraised by the Independent Valuer is prepared and set out in the Appendix IV of this circular.

– II-4 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The unaudited pro forma statement financial information (the ‘‘Unaudited Pro Forma Financial Information’’) presented below is prepared to illustrate the financial position of the Group as if the Acquisition had been completed on 30 June 2019. The Unaudited Pro Forma Financial Information has been prepared for illustrative purpose only and because of its hypothetical nature, it may not purport to represent the true picture of the financial position of the Group as at 30 June 2019 or at any future date had the Acquisition been completed on 30 June 2019.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2019 extracted from the unaudited condensed consolidated financial statements of the Group for the six months ended 30 June 2019 as set out in the published interim report of the Company, and adjusted for the effects of the Acquisition to illustrate how the Acquisition might have affected the financial position of the Group as if the Acquisition took place on 30 June 2019. The Unaudited Pro Forma Financial Information should be read in conjunction with the other financial information included elsewhere in this circular.

Non-current assets Investment properties Property, plant and equipment Deposits paid Right-of-use assets Current assets Inventories Trade and other receivables Prepayments and deposits paid Other financial assets Pledged bank deposit Cash and cash equivalents	Unaudited consolidated statement of assets and liabilities of the Group as at 30 June 2019 S$’000 (Note 1) 99,151 4,930 225 1,317 105,623 158 257 551 668 15 17,350 18,999	Pro forma adjustments S$’000 (Note 2) 22,200 22,200 (5,159) (5,159)	Unaudited pro forma consolidated statement of assets and liabilities of the Group after the Acquisition S$’000 121,351 4,930 225 1,317
			127,823
			158 257 551 668 15 12,191
			13,840

– III-1 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX III

Current liabilities Trade payables Accruals and other payables Deposits received and receipts in advance Borrowings Tax payables Right-of-use liabilities Net current assets Total assets less current liabilities Non-current liabilities Borrowings Deposits received Right-of-use liabilities Net assets Notes:	Unaudited consolidated statement of assets and liabilities of the Group as at 30 June 2019 S$’000 (Note 1) 2,505 818 777 2,828 491 672 8,091 10,908 116,531 56,804 259 650 57,713 58,818	Pro forma adjustments S$’000 (Note 2) 600 600 (5,759) 16,441 17,160 17,160 (719)	Unaudited pro forma consolidated statement of assets and liabilities of the Group after the Acquisition S$’000 2,505 818 777 3,428 491 672
			8,691
			5,149
			132,972
			73,964 259 650
			74,873
			58,099

1. The amounts are extracted from the unaudited condensed consolidated statement of financial position of the Group as at 30 June 2019 as set out in the published interim report of the Company for the six months ended 30 June 2019.

2. The adjustments are to reflect the Acquisition which included (i) the cash consideration of S$22,200,000 and (ii) other directly attributable costs of the Acquisition of approximately S$719,000, comprising stamp duty of approximately S$617,000 and legal and professional fees of S$102,000. The Property is classified as an investment property as the Group intends to lease out the Property to independent third parties after the completion of the Acquisition and there is no concrete plan to use the Property for its own operations. The investment property is initially measured at cost, including any directly attributable expenditures, and will subsequently be stated at fair value of S$22,200,000 in accordance with the Group’s accounting policies. The fair value of the Property at 21 January 2020

– III-2 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

have been arrived on the basis of valuation carried out on that date by Jones Lang LaSalle Property Consultants Pte Ltd, an independent qualified professional valuer not connected with the Group which is possessing the appropriate qualifications and experience in the valuation of the Property in the relevant location.

It is expected that approximately 20% of the total consideration (being S$4,440,000 or equivalent to approximately HK$25,619,000) will be financed by the net proceeds from the Share Offer, which aligns with the use of proceeds, as discussed in the ‘‘Future plans and use of proceeds’’ section of the Prospectus. Approximately 80% of the total consideration (being S$17,760,000 or equivalent to approximately HK$102,475,000) will be financed by secured mortgage loan. The secured mortgage loan was secured by the respective assets and corporate guarantee provided by the Company.

1. No other adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 June 2019.

– III-3 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

B. REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of a report received from HLB Hodgson Impey Cheng Limited, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [273 x 57] intentionally omitted <==

31/F, Gloucester Tower The Landmark 11 Pedder Street Central Hong Kong

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF K2 F&B HOLDINGS LIMITED

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of K2 F&B Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’), taking into account the acquisition of the property in Singapore (the ‘‘Acquisition’’), by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities as at 30 June 2019 and related notes (the ‘‘Unaudited Pro Forma Financial Information’’) as set out on pages III-1 to III-3 of the Company’s circular dated 17 March 2020 in connection with the Acquisition. The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on pages III-1 to III-3.

The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Acquisition on the Group’s financial position as at 30 June 2019 as if the Acquisition had taken place at 30 June 2019. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s unaudited condensed consolidated financial statements for the six months ended 30 June 2019, on which an interim report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’).

– III-4 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the ‘‘Code of Ethics for Professional Accountants’’ issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control for Firms that Perform Audits and Reviews of Financial Statement, and Other Assurance and Related Services Engagement’’ issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountants plans and performs procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of Unaudited Pro Forma Financial Information included in the circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2019 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors

– III-5 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• . the related pro forma adjustments give appropriate effect to those criteria; and

• . the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

HLB Hodgson Impey Cheng Limited

Certified Public Accountants

Shek Lui Practising Certificate Number: P05895 Hong Kong, 17 March 2020

– III-6 –

PROPERTY VALUATION REPORT

APPENDIX IV

The following is the text of a letter, summary of values and valuation certificate, prepared for the purpose of incorporation in this circular received from Jones Lang LaSalle Property Consultants Pte Ltd, an independent valuer, in connection with its valuation as at 21 January 2020 of the properties held by the Group.

==> picture [101 x 45] intentionally omitted <==

==> picture [173 x 63] intentionally omitted <==

17 March 2020

The Board of Directors K2 F&B Holdings Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Dear Sirs,

In accordance with your instructions to value the property interests held by K2 F&B Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter together referred to as the ‘‘Group’’) in Singapore, we confirm that we have carried out inspections, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of the property interests as at 21 January 2020 (the ‘‘valuation date’’).

Our valuation is done on a market value basis. Market value is defined as ‘‘the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion’’.

We have valued the property interest in Group I which is for proposed acquisition by the Group by using at least the following methods, namely: income approach and direct comparison method assuming sale of the property interests in their existing state, subject to the existing tenancies and occupancy arrangement. We have make reference to comparable sales transactions as available in the relevant market to carry out our assessment.

Our valuation has been made on the assumption that the seller sells the property interests in the market without the benefit of a deferred term contract, joint venture, management agreement or any similar arrangement, which could serve to affect the values of the property interests.

==> picture [198 x 43] intentionally omitted <==

– IV-1 –

PROPERTY VALUATION REPORT

APPENDIX IV

No allowance has been made in our report for any charge, mortgage or amount owing on any of the property interests valued nor for any expense or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.

In valuing the property interests, we have complied with all requirements contained in Chapter 5 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited; the RICS Valuation — Professional Standards published by the Royal Institution of Chartered Surveyors; the SISV Valuation Standards published by the Singapore Institute of Surveyors and Valuers; and the International Valuation Standards published by the International Valuation Standards Council.

We have relied to a very considerable extent on the information given by the Group and have accepted advice given to us on such matters as the existing leases and occupancy arrangements, projected revenues and expenses, formal planning approval and other relevant matters.

We have carried out the title searches relating to the Properties with the Land Title Registry. We have reported the information with regards to the ownership, tenure, strata floor area and all encumbrances, if any, in our reports. However, we do not interpret nor ascertain the security of the ownership or legal interest in the Properties belonging to the client. In carrying out our valuation, we assumed that the client owned the assets as at the date of our valuation.

We have not carried out detailed measurements to verify the correctness of the areas in respect of the properties but have assumed that the areas shown on the title documents and floor plans handed to us are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are surveyed. No on-site measurement has been taken.

We have inspected the exterior and where possible, the interior of the properties. However, we have not carried out investigations on site to determine the suitability of the ground conditions and the services etc for any development thereon. Our valuation has been prepared on the assumption that these aspects are satisfactory and that no unexpected cost and delay will be incurred during construction. Moreover, no structural survey has been made, but in the course of our inspection, we did not note any items of disrepair which we regard as serious, we are not, however, able to give any assurance that the Properties are free of rot, infestation or any other structural defect.

The Properties were inspected on 21 January 2020 by Pang Su Ee. Pang Su Ee is a Singapore Licensed Appraiser and member of Singapore Institute of Surveyor and Valuer who has 24 years’ experience in the valuation of properties in Singapore.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also sought confirmation from the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to arrive at an informed view, and we have no reason to suspect that any material information has been withheld.

– IV-2 –

PROPERTY VALUATION REPORT

APPENDIX IV

Unless otherwise stated, all monetary figures stated in this report are in Singapore Dollar (‘‘S$’’). Our valuation is summarised below and the valuation certificates are attached.

Yours faithfully, For and on behalf of Jones Lang LaSalle Property Consultants Pte Ltd

Tan Keng Chiam

B.Sc. (Est. Mgt.) MSISV, MRICS Appraiser Licence No: AD041-2004796D Senior Director

Note: Tan Keng Chiam is a Singapore Licensed Appraiser and member of Singapore Institute of Surveyor and Valuer who has 29 years’ experience in the valuation of properties in Singapore.

– IV-3 –

PROPERTY VALUATION REPORT

APPENDIX IV

SUMMARY OF VALUES

GROUP I — PROPERTY INTERESTS TO BE HELD AND OCCUPIED BY THE GROUP IN SINGAPORE[1]

No. Property 1 101 Upper Cross Street #01-02A Singapore 058357 2 101 Upper Cross Street #01-02B Singapore 058357 3 101 Upper Cross Street #01-02C Singapore 058357 4 101 Upper Cross Street #01-02E Singapore 058357 5 101 Upper Cross Street #01-04A Singapore 058357 6 101 Upper Cross Street #01-05A Singapore 058357 7 101 Upper Cross Street #01-05B Singapore 058357 8 101 Upper Cross Street #01-05C Singapore 058357 9 101 Upper Cross Street #01-05P Singapore 058357 Sub-Total:

Market Value in existing state as at 21 January 2020 S$ 900,000 900,000 1,090,000 1,790,000 2,840,000 1,110,000 1,380,000 1,380,000 10,810,000

22,200,000

1As advised by the Group

– IV-4 –

PROPERTY VALUATION REPORT

APPENDIX IV

VALUATION CERTIFICATE

GROUP I — PROPERTY INTERESTS TO OCCUPIED BY THE GROUP IN SINGAPORE

										Market Value as at	Market Value as at
No.	Property	Description and Tenure				Particulars of Occupancy					21 January 2020
											S$
1	101 Upper	The Properties comprise 9 strata titled shop units				We were informed that the Properties are				Unit No	Market Value
	Cross Street	located on	the 1st storey of a 7-storey shop/			currently tenanted as at the date of our				#01-02A	900,000
	#01-02A,	office/car	park podium, a 7-storey office and		a	inspection.				#01-02B	900,000
	#01-02B,	23-storey apartment tower block known as								#01-02C	1,090,000
	#01-02C, #01-02E, #01-04A, #01-05A,	People’s Park Centre. The development is approximately 44 years		old.		The tenancy	details are summarised Com- mence- ment date		as follows: Expiry date of	#01-02E #01-04A #01-05A #01-05B #01-05C	1,790,000 2,840,000 1,110,000 1,380,000 1,380,000
	#01-05B,		Lot Number Town Strata	Floor		Unit No	Rental	of tenancy	tenancy	#01-05P	10,810,000
	#01-05C, #01-05P Singapore 058357	Unit No #01-02A #01-02B #01-02C	Subdivision 8 U914V U913W U912M	Area (sq.m.) 19 19 23		#01-02A } #01-02B #01-02C #01-02E #01-04A #01-05A/P	(S$) 17,000 7,750 12,000	1/7/2019 1/7/2018 1/5/2018	30/6/2021 30/6/2020 30/4/2020	Total	22,200,000
		#01-02E	U937X		44	#01-05B/P	11,000	1/1/2020	31/12/2022
		#01-04A	U923X		60	#01-05C/P	11,000	1/9/2018	31/8/2020
		#01-05A	U922N		18	#01-05P	—	—	—
		#01-05B	U921K		23
		#01-05C	U920A		23
		#01-05P	U938L		301
			Total		530

The Properties are held under leasehold for 99

years commencing from June 2, 1970.

Notes:

1. CK Chu Holdings Pte. Ltd. is an indirect wholly-owned subsidiary of the Company.

2. People’s Park Centre is situated on a rectangular site bounded by Upper Cross Street, Eu Tong Sen Street and Havelock Road. The subject development is situated within the Chinatown area. The locality is predominantly commercial in nature comprising a mixture of prewar shophouses, commercial buildings, hotels and government buildings.

3. The registered proprietors for all the Properties except Unit #01-04A are Thang Teck Jong and Kong Ling Ting (also known as Kang Ling Ting) as joint tenants. The registered proprietor of Unit #01-04A is Mengkim Holdings Pte. Ltd.

– IV-5 –

PROPERTY VALUATION REPORT

APPENDIX IV

1. The site of the properties is zoned as ‘‘Commercial with a plot ratio of 8.6’’ according to the Master Plan Zoning (2019 Edition).

2. Pursuant to the title search record, the Properties are subject to, inter alia, the following encumbrance:

3. a. Mortgaged to United Overseas Bank Limited

4. b. #01-04A is mortgaged to DBS Bank Ltd

5. The within registered subsidiary proprietor’s share in the common property of the whole land lot(s) Lot 236W Town Subdivision 8 is summarised as follows:

Unit No Share Value

01-02A 17 out of 29,841 #01-02B 17 out of 29,841 #01-02C 21 out of 29,841 #01-02E 40 out of 29,841 #01-04A 53 out of 29,841 #01-05A 16 out of 29,841 #01-05B 21 out of 29,841 #01-05C 21 out of 29,841 #01-05P 270 out of 29,841

1. Our valuation has been made on Direct Comparison Method and Income Approach (cross-check).

Direct Comparison Method

In arriving at our opinion of the market value of the Properties, our valuation is based on transactions of comparable properties within the vicinity. The selected comparables are located within Singapore Chinatown.

In arriving at our valuation figure, we have identified and analysed various relevant sales evidence in the locality which have similar characteristic as the Properties. These selected comparables are strata titled shop units located within People’s Park Complex and People’s Park Centre, which were transacted in 2018 and 2019. The comparables are zoned for commercial use and completed in Circa 1970s whilst the Properties are completed in Circa 1970s. The unit rate of the comparables range from S$2,111/sq.ft. to S$5,806/sq.ft. on strata floor area. The mean and median of the unit rate of the comparables are S$3,791/sq.ft. and S$4,107/ sq.ft. respectively. We have taken into consideration of the prevailing market conditions and making due adjustments for differences between the Properties and the comparables in terms of location, tenure, size, shape, design and layout, age and condition of buildings, dates of transactions and other factors affecting their values to arrive at an aggregate unit rate of S$3,891/sq.ft.

The aggregate unit rate of the Properties which is in line with the unit rate of these comparables is within a reasonable range.

Income Approach

We have also cross-checked our valuation with the Income Method. This method entails the estimation of the gross rental income less the necessary expenses such as property tax and service charge to derive a net rental income. This is then capitalised at an appropriate yield rate for the remaining period of the lease to arrive at the current market value. The initial yield for this transaction and comparable transaction is about 2.7%

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GENERAL INFORMATION

APPENDIX V

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’ interests and short positions in shares and underlying shares of the Company and its associated corporations

As at the Latest Practicable Date, save as disclosed below, none of the Directors or the chief executive of the Company or their respective associates had or was deemed to have any interests and short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix 10 of the Listing Rules, to be notified to the Company and the Stock Exchange:

Interest in the shares of the Company and/or associated corporation

		Number of
	Capacity/Nature of	Shares	Percentage of
Name of Director	Interest	(Note 1)	shareholding
Mr. Chu Chee Keong (Zhu	Interest in controlled	600,000,000	75%
Zhiqiang) (‘‘Mr. Chu’’)	corporation (Note 2)	(L)
Ms. Leow Poh Hoon (Liao	Interest of spouse	600,000,000	75%
Baoyun) (‘‘Ms. Leow’’)	(Note 3)	(L)

Notes:

(1) The Letter ‘‘L’’ denotes the person’s long position in the relevant Shares.

• (2) The entire issued share capital of Strong Oriental is legally and beneficially owned by Mr. Chu. Accordingly, Mr. Chu is deemed to be interested in 600,000,000 Shares held by Strong Oriental by virtue of the SFO.

• (3) Ms. Leow is the spouse of Mr. Chu. She is deemed to be interested in all the Shares in which Mr. Chu is interested or deemed to be interested by virtue of the SFO.

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APPENDIX V

(b) Substantial Shareholders’ and other persons’ interests and short positions in shares and underlying shares of the Company

So far as was known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company) had interests or short positions in the Shares and underlying Shares of the Company which were required to be disclosed to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO or required to be recorded in the register of substantial shareholders maintained by the Company pursuant to Section 336, or were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company:

Interest in the underlying Shares of the Company

		Number of
Name of Substantial	Capacity/Nature of	Shares	Percentage of
Shareholder	Interest	(Note 1)	shareholding
Strong Oriental	Beneficial owner	600,000,000	75%
		(L)

Note:

• (1) The Letter ‘‘L’’ denotes the person’s long position in the relevant Shares.

Save as disclosed above, so far as was known to the Directors or the chief executive of the Company, as at the Latest Practicable Date, no persons other than a Director or chief executive of the Company had any interests or short positions in the Shares or underlying shares of the Company which were required to be disclosed to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO or required to be recorded in the register of substantial shareholders maintained by the Company pursuant to Section 336, or were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.

3. DIRECTORS’ SERVICE CONTRACTS

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

4. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined under the Listing Rules) was interested in any business apart from the Group’s businesses which competed, or might compete, either directly or indirectly, with the businesses of the Group.

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APPENDIX V

5. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by or leased to, any member of the Group or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

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

7. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration or claims of material importance to the Group and no litigation, arbitration or claims of material importance to the Group was known to the Directors to be pending or threatened by or against any members of the Group.

8. EXPERTS QUALIFICATION AND CONSENT

The following is the qualification of the expert whose name, opinions and/or reports are contained in this circular:

Name Qualification

Jones Lang LaSalle Property Consultants Pte Ltd Independent valuer

HLB Hodgson Impey Cheng Limited Certified public accountants

As at the Latest Practicable Date, each of the above experts (i) had no shareholding in any member of the Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (ii) had no direct or indirect interest in any assets which had been, since 31 December 2018 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Group, or were proposed to be acquired, disposed of by, or leased to any member of the Group; and (iii) had given and had not withdrawn its consent to the issue of this circular with the inclusion of its letter, opinions and/or reports and the reference to its name included herein in the form and context in which they respectively appear.

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APPENDIX V

9. MATERIAL CONTRACTS

The following contracts (being contracts entered into outside the ordinary course of business carried on by the Group) had been entered into by members of the Group within the two years immediately preceding the date of this circular and up to the Latest Practicable Date:

• (i) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Fu Chan F&B Group Pte. Ltd to Entire Courage Limited (‘‘Entire Courage’’) in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (ii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of U Property Holdings Pte. Ltd. to Entire Courage in consideration of the Company (i) allotting and issuing one Share to Strong Oriental, credited as fully paid; and (ii) crediting the initial subscriber Share and 71 Shares held by Strong Oriental as fully paid;

• (iii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 883 Pte. Ltd. to Entire Courage in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (iv) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of CKC to Entire Courage in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (v) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Fu Chan F&B Pte. Ltd. to Entire Courage in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (vi) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Fu Chan (100 FC) Pte. Ltd. to Entire Courage in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (vii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Chu Dynasty Pte. Ltd. to Eastern Native Limited (‘‘Eastern Native’’) in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

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APPENDIX V

• (viii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Lady Boss Kitchen Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (ix) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 881 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (x) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 882 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xi) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 884 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 885 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xiii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FC 886 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xiv) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 100 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xv) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 200 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xvi) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 300 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

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GENERAL INFORMATION

APPENDIX V

• (xvii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 400 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xviii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 500 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xix)the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 600 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xx) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 700 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxi) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 800 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of FS 900 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxiii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of LB 101 Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxiv) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Lady Boss Food Channel Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxv) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Winston’s Recipe Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

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APPENDIX V

• (xxvi) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Master Coffee Cafe Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxvii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of Fu Chan (23) F & B Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxviii) the sale and purchase agreement dated 5 September 2018 entered into between Mr. Chu and the Company relating to the transfer of the entire issued share capital of The Cosmopolitan F&B Pte. Ltd. to Eastern Native in consideration of the Company allotting and issuing one Share to Strong Oriental, credited as fully paid;

• (xxix) the deed of indemnity dated 1 February 2019 and executed by Strong Oriental and Mr. Chu in favour of the Company (for itself and as trustee for each of its subsidiaries);

• (xxx) the deed of non-competition dated 1 February 2019 and executed by Strong Oriental and Mr. Chu in favour of the Company (for itself and as trustee for each of its subsidiaries);

• (xxxi) the Public Offer Underwriting Agreement (as defined in the Prospectus) dated 21 February 2019;

• (xxxii) the Placing Underwriting Agreement (as defined in the Prospectus) dated 27 February 2019; and

(xxxiii) the Option Agreements.

10. GENERAL

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

• (ii) The headquarters and principal place of business of the Company in Singapore is located at 51 Ubi Avenue, #02-17/18 Paya Ubi Industrial Park, Singapore 408933.

• (iii) The principal place of business of the Company in Hong Kong is located at Unit 3708, 37/F Tower Two Lippo Centre, No. 89 Queensway, Hong Kong.

• (iv) The company secretary of the Company is Mr. Hwang Hau-zen Basil. Mr. Hwang is admitted as an advocate and solicitor in Singapore, as a solicitor in England and Wales and as a solicitor in Hong Kong.

• (v) The compliance officer of the Company is Mr. Chu Chee Keong (Zhu Zhiqiang), who is an executive Director of the Company.

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GENERAL INFORMATION

APPENDIX V

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

• (vii) The Hong Kong share registrar and transfer office is Boardroom Share Registrars (HK) Limited, 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong.

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

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. on any weekday (except public holidays) at the office of Robertsons at 57/F, The Center, 99 Queen’s Road Central, Hong Kong for a period up to and including the date falling on 14 days from the date of this circular:

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

• (ii) the annual reports of the Company containing audited consolidated financial statements of the Company for the three years ended 31 December 2018;

• (iii) the interim report of the Company for the six months ended 30 June 2019;

• (iv) the prospectus of the Company published on 21 February 2019;

• (v) the property valuation report prepared by Jones Lang LaSalle Property Consultants Pte Ltd, as set out in Appendix IV to this circular;

• (vi) the written consents referred to in the paragraph headed ‘‘Experts Qualification and Consents in this appendix;

• (vii) the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

• (viii) the Option Agreements; and

• (ix) this circular.

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