Share Consolidation::Mandatory

CPH LTD.

(Co. Reg. No. 199804583E)

(Incorporated in the Republic of Singapore)

CONDITIONAL SALE AND PURCHASE AGREEMENT IN RESPECT OF THE PROPOSED ACQUISITION OF 100% OF THE ISSUED SHARE CAPITAL OF SHANAYA ENVIRONMENTAL SERVICES PTE. LTD. (THE "PROPOSED ACQUISITION")

• NOTICE OF CONSOLIDATION RECORD DATE AND EFFECTIVE TRADING DATE FOR THE PROPOSED SHARE CONSOLIDATION OF EVERY 40 EXISTING SHARES INTO 1 CONSOLIDATED SHARE

Unless otherwise expressly defined herein, all capitalised terms and references have the same meaning as ascribed to them in the announcement made by the Company on 29 September 2020 and the circular dated 29 June 2021 (the "CIRCULAR") in relation to, inter alia, the Proposed Acquisition.

1. INTRODUCTION
   The Board refers to the various relevant announcements of the Company from 29 September 2020 to 4 August 2021, as well as the Circular, in relation to the Proposed Transactions including, inter alia, the Proposed Acquisition and the Proposed Share Consolidation.
   The Proposed Transactions were approved by Shareholders at the EGM of the Company held earlier today by electronic means. For further details, please refer to the SGXNET announcement dated 4 August 2021 released by the Company in relation to the results of the EGM.
2. NOTICE OF CONSOLIDATION RECORD DATE AND EFFECTIVE TRADING DATE
   NOTICE IS HEREBY GIVEN that the Register of Members and the share transfer books of the Company will be closed at 5.00 p.m. on 13 August 2021 (the "Consolidation Record Date") for the purposes of determining the entitlements of Shareholders to the Consolidated Shares pursuant to the Proposed Share Consolidation, whereupon the Register of Members and the depository register will be updated to reflect the number of Consolidated Shares held by Shareholders (or depositors, as the case may be) based on their shareholdings in the Company as at the Consolidation Record Date.
   Pursuant to the Proposed Share Consolidation, every 40 Shares held by Shareholders as at the Consolidation Record Date will be consolidated into 1 Consolidated Share, fractional entitlements to be disregarded.
   The Proposed Share Consolidation shall be effective from 9.00 a.m. on 16 August 2021, being the Market Day immediately following the Consolidation Record Date (the "Effective Date").
   Shareholders should note that the number of Consolidated Shares which they are entitled to pursuant to the Proposed Share Consolidation, based on their shareholdings in the Company as at the Consolidation Record Date, will be rounded down to the nearest whole Consolidated Share and any fractions of a Consolidated Share arising from the Proposed Share Consolidation will be disregarded.
   Fractions of a Consolidated Share arising from the Proposed Share Consolidation may be dealt with in such manner as the Directors may, in their absolute discretion, deem fit in the interests of the Company. This may include aggregating and selling the same and retaining the net proceeds for the benefit of the Company and/or purchasing of any or all of the fractional Consolidated Shares and retaining the net proceeds of the share purchase for the benefit of the Company.

Affected Shareholders will not be paid for any fractional Shares which are disregarded.

Each Consolidated Share will rank pari passu with each other and will trade in board lots of 100 Consolidated Shares.

Shareholders are reminded to check their respective shareholdings in the Company after the Consolidation Record Date before trading.

3. ADMINISTRATIVE PROCEDURES

1. Deposit of Old Share Certificates with CDP
   Shareholders who hold old physical share certificates for the existing Shares ("Old Share Certificates") in their own names and who wish to deposit the same with The Central Depository (Pte) Limited ("CDP") and have their Consolidated Shares credited to their Securities Accounts maintained with CDP must deposit their Old Share Certificates, together with the duly executed instruments of transfer in favour of CDP, no later than 12 Market Days before the Consolidation Record Date.
   After the Consolidation Record Date, CDP will only accept for deposit share certificates for Consolidated Shares ("New Share Certificates"). Shareholders who wish to deposit their New Share Certificates with CDP after the Consolidation Record Date must first deliver their Old Share Certificates to the Company's Share Registrar and Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, for cancellation and issue of New Share Certificates in replacement thereof as described below.
2. Issue of New Share Certificates
   Shareholders who have deposited their Old Share Certificates with CDP at least 12 Market Days prior to the Consolidation Record Date need not take any action. The Company will arrange with CDP to facilitate the exchange of New Share Certificates pursuant to the Proposed Share Consolidation.
   Shareholders who have not deposited their Old Share Certificates as aforesaid or who do not wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share Certificates to the Company's Share Registrar and Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, as soon as possible after they have been notified of the Consolidation Record Date and no later than five (5) Market Days after the Consolidation Record Date for cancellation and exchange for New Share Certificates. New Share Certificates will be sent by ordinary mail to the registered addresses of the Shareholders at their own risk within ten (10) Market Days from the Consolidation Record Date or the date of receipt of the Old Share Certificates, whichever is the later.

Shareholders are to deliver their respective Old Share Certificates to the Company's Share Registrar and Share Transfer Agent or CDP only after the announcement of the Consolidation Record Date by the Company. No receipt will be issued by the Company's Share Registrar and Share Transfer Agent for the receipt of the Old Share Certificates tendered.

Shareholders should note that New Share Certificates will not be issued to Shareholders unless their Old Share Certificates have been tendered to the Company's Share Registrar and Share Transfer Agent for cancellation.

Please notify the Company's Share Registrar and Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, if you have lost any of your Old Share Certificates or if there is any change in your address from that reflected in the Register of Members of the Company.

1. Share certificates not valid for settlement of trades on SGX-ST
   Shareholders who hold physical share certificates are reminded that their Old Share Certificates will not be valid for settlement of trading in the new Consolidated Shares on the SGX-ST (as the Company is under a book-entry (scripless) settlement system) but will continue to be accepted for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period by the Company's Share Registrar and Share Transfer Agent. Notwithstanding the above, the New Share Certificates will not be valid for delivery for trades done on the SGX-ST although they will continue to be prima facie evidence of legal title.
2. Trading arrangements for the Consolidated Shares and for odd lots
   With effect from 9.00 a.m. on 12 August 2021 (the "Effective Trading Date"), trading in the Shares will be in board lots of 100 Consolidated Shares. Trading in the existing Shares will cease after 5.00 p.m. on 11 August 2021, being the Market Day immediately preceding the Effective Trading Date.
   The existing Shares are currently traded in board lots of 100 Shares in the ready market. Following the Proposed Share Consolidation, the Securities Accounts of depositors may be credited with odd lots of Consolidated Shares (i.e. lots other than board lots of 100 Consolidated Shares). Depositors who receive odd lots of Consolidated Shares pursuant to the Proposed Share Consolidation and who wish to trade such odd lots of Consolidated Shares on the SGX-ST should note that odd lots of Consolidated Shares can be traded on the unit share market which, following the Proposed Share Consolidation, would allow trading in odd lots with a minimum size of one (1) Consolidated Share. The SGX-ST's unit share market will enable trading in odd lots in any quantity less than one (1) board lot of the underlying Consolidated Shares in the ready market. However, Shareholders should note that the market for trading of such odd lots of Consolidated Shares may be illiquid and they may have to bear disproportionate transaction costs in trading their shares in the unit share market.

4. INDICATIVE TIMETABLE

The indicative timetable for the Proposed Share Consolidation is as follows:

Last date and time for trading of existing Shares on a	:	5.00 p.m. on 11 August 2021
pre-consolidated basis on the SGX-ST		(Wednesday)
Effective Trading Date (commencement of trading of	:	9.00 a.m. on 12 August 2021
Shares on a post-consolidated basis on the SGX-ST)		(Thursday)
Consolidation Record Date	:	5.00 p.m. on 13 August 2021
		(Friday)
Effective Date (Proposed Share Consolidation	:	9.00 a.m. on 16 August 2021
becomes effective)		(Monday)

The above timeline is indicative and maybe subject to change. Any change to the indicative timeline will be announced by the Company via SGXNET.

5. CONTACT INFORMATION

The address of the Company's Share Registrar and Share Transfer Agent, Boardroom Corporate & Advisory Services Pte Ltd, is as follows:

50 Raffles Place, #32-01 Singapore Land Tower

Singapore 048623

The address of CDP is as follows:

9 North Buona Vista Drive

#01-19/20 The Metropolis

Singapore 138588

Shareholders and potential investors are advised to exercise caution in trading their shares as there is no certainty or assurance as at the date of this announcement that the Proposed Acquisition will be completed. The Company will make the necessary announcements when there are further developments on the Proposed Acquisition. Shareholders are advised to read this announcement and any further announcements by the Company carefully, and should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take.

BY ORDER OF THE BOARD

Ong Kian Soon

Director

4 August 2021

This announcement has been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "Exchange") and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms. Jennifer Tan, 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318, [e-mail].