Enviro Hub : AGM Circular

CIRCULAR DATED 11 APRIL 2024

This Circular is issued by Enviro-Hub Holdings Ltd. If you are in any doubt as to the action you should take, you should consult your stockbroker or other professional adviser immediately.

This Circular is circulated to you together with the Group's (as defined herein) 2023 Annual Report (as defined herein). Its purpose is to provide the Shareholders (as defined herein) with the relevant information relating to, and seek the Shareholders' approval for, the Proposed Resolutions (as defined herein) to be tabled at the 26th AGM (as defined herein) to be held on Friday, 26 April 2024 at 10.30 a.m. at 3 Gul Crescent Singapore 629519. The notice of the 26th AGM and the proxy form are enclosed with the 2023 Annual Report.

If you have sold or transferred all your ordinary shares in the capital of Enviro-Hub Holdings Ltd., you should immediately hand this Circular and the Notice of AGM (as defined herein) and proxy form enclosed with the 2023 Annual Report to the purchaser or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements made, reports contained or opinions expressed in this Circular.

(Incorporated in the Republic of Singapore)

Company Reg. No. 199802709E

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

1. THE PROPOSED RENEWAL OF THE SHAREHOLDERS' GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS; AND
2. THE PROPOSED RENEWAL OF THE SHARES PURCHASE MANDATE

	CONTENTS
DEFINITIONS	3
1.	INTRODUCTION	7
2.	BACKGROUND	7
3.	THE PROPOSED RENEWAL OF THE IPT MANDATE	8
4.	THE PROPOSED RENEWAL OF THE SHARES PURCHASE MANDATE	16
5.	DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES	26
6.	ANNUAL GENERAL MEETING	26
7.	ABSTENTION FROM VOTING	27
8.	DIRECTORS' RECOMMENDATIONS	27
9.	DIRECTORS' RESPONSIBILITY STATEMENT	27
10.	DOCUMENTS FOR INSPECTION	28
11.	ACTION TO BE TAKEN BY SHAREHOLDERS	28
APPENDIX I - GUIDELINES ON SHARES PURCHASES	29

DEFINITIONS

In this Circular, the following definitions shall apply unless otherwise stated or the context otherwise requires:

"2023 Annual Report"	:	The annual report of the Company for the financial	year ended
		31 December 2023
"2023 IPT Mandate"	: The general mandate for interested person transactions granted by the
		Shareholders as described in the Company's appendix to Shareholders
		dated 12 April 2023 that was last renewed at the annual general meeting of
		the Company held on 27 April 2023
"2023 Shares Purchase Mandate"	: The general mandate for share buy-back granted by the Shareholders as
		described in the Company's appendix to Shareholders dated 12 April 2023
		that was last renewed at the annual general meeting of the Company held
		on 27 April 2023
"26th AGM"	: The annual general meeting of the Company to be held on Friday, 26 April
		2024 at 10.30 a.m. (or any adjournment thereof), which is set out in the
		Notice of AGM
"ACRA" or "Registrar of Companies"	: The Accounting and Corporate Regulatory Authority of Singapore
"Act"	: The Companies Act 1967 of Singapore (2020 Revised Edition), as the same
		may be modified, supplemented or amended from time to time
"acting in concert"	:	Shall have the meaning ascribed to it in the Take-over Code
"Associate"	:	Shall have the meaning ascribed to it in the Listing Manual
"associated company"	: A company in which at least 20% but not more than 50% of its shares are
		held by the listed company or group
"Audit Committee"	: The audit committee of the Company comprising Mr. Lau Chin Huat,
		Dr. Teo Ho Pin and Ms. Judy Ang Siew Geok
"Board"	: The board of Directors of the Company for the time being
"BS Capital"	: BS Capital Pte. Ltd.
"CDP"	: The Central Depository (Pte) Limited
"chief executive officer"	:	The most senior executive officer who is responsible under the immediate
		authority of the Board for the conduct of the business of the Company
"Company" or "Enviro-Hub"	:	Enviro-Hub Holdings Ltd.
"Constitution"	: The constitution of the Company, as the same may	be modified,
		supplemented or amended from time to time
"Construction-related Core Business"	: Shall have the meaning ascribed to it in Section 3.4(b) of this Circular
"Controlling Shareholder"	:	A person who:

1. holds directly or indirectly 15% or more of the total number of issued Shares excluding Treasury Shares and Subsidiary Holdings in the Company. The SGX-ST may determine that a person who satisfies this paragraph is not a Controlling Shareholder; or
2. in fact exercises control over the Company

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		DEFINITIONS
"Council"	: The Securities Industry Council
"Directors"	:	The directors of the Company for the time being
"EH Property"	:	EH Property & Investments Pte. Ltd., a subsidiary of the Company
"entity at risk"	: Shall have the meaning ascribed to it in Section 3.2(b) of this Circular
"EPS"	:	Earnings per Share
"Group"	:	The Company and its subsidiaries
"interested person"	: Shall have the meaning ascribed to it in Section 3.2(c) of this Circular
"interested person transaction"	: Shall have the meaning ascribed to it in Section 3.2(e) of this Circular
"IPT Mandate"	: The Shareholders' general mandate pursuant to Rule 920 of the Listing
		Manual for the Recurrent IPT as described in Section 3.6 of this Circular
"Latest Practicable Date"	: 28 March 2024, being the latest practicable date prior to the release of this
		Circular
"Leong Hin Builders"	: Leong Hin Builders Pte. Ltd., a wholly-owned subsidiary of Leong Hin Piling
"Leong Hin Piling"	: Leong Hin Piling Pte Limited, a wholly-owned subsidiary of the Company
"LHP Entities"	: Leong Hin Piling, its subsidiaries and associated companies from time to
		time, or any of them, being the entities with which the RN Interested Persons
		may transact the Recurrent IPT described in Section 3.6(b) of this Circular
"Listing Manual"	: The Listing Manual of the SGX-ST, as the same may be amended, varied or
		supplemented from time to time
"LPS"	:	Loss per Share
"Market Day"	: A day on which the SGX-ST is open for trading in securities
"Market Purchases"	: Market acquisitions of Shares on the SGX-ST undertaken by the Company
		during the Relevant Period, and a "Market Purchase" shall be construed
		accordingly. For the purposes of this definition, a market acquisition means
		an on-market purchase transacted through the SGX-ST's trading system or
		on another stock exchange on which the Company's equity securities are
		listed
"Maximum Price"	: Shall have the meaning ascribed to it in Section 4.3.4 of this Circular
"Notice of AGM"	:	Notice of the 26th AGM
"NTA"	:	Net tangible assets
"Off-Market Purchases"	: Off-market acquisitions of Shares undertaken by the Company during the
		Relevant Period on an equal access scheme in accordance with section 76C
		of the Act, and an "Off-Market Purchase" shall be construed accordingly
"Offeree Shareholders"	: Shareholders holding Shares at the time of an offer of Shares Purchase, and
		an "Offeree Shareholder" shall be construed accordingly
"Ordinary Resolution"	: Ordinary resolution of the Company

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DEFINITIONS

"Proposed Resolutions"	: The proposed renewal of the IPT Mandate and the proposed renewal of the
		Shares Purchase Mandate
"Recurrent IPT"	: The recurrent interested person transactions as described in Section 3.6 of
		this Circular
"Register of Directors' Shareholdings"	:	A register of the shareholdings of the Company's Directors
"Register of Substantial Shareholders"	:	A register of the Substantial Shareholders of the Company
"Relevant Period"	: The period commencing from the date of the resolution passed by
		Shareholders for the Shares Purchase Mandate at the 26th AGM and expiring
		on the earliest of the date the next annual general meeting of the Company
		is held or is required by law to be held, or the date the said mandate is
		revoked or varied by the Company in general meeting, or the date on which
		purchases or acquisitions of Shares pursuant to the Shares Purchase Mandate
		are carried out to the full extent mandated
"Required Price"	: In relation to the offer required to be made under the provisions of Rule 14.1
		of the Take-over Code, the offer shall be in cash or be accompanied by a
		cash alternative at a price in accordance with Rule 14.3 which is the highest
		of the highest price paid by the offerors and/or person(s) acting in concert
		with them for the Company's Shares (i) during the offer period and within the
		preceding six (6) months, (ii) acquired through the exercise of instruments
		convertible into securities which carry voting rights within six (6) months of
		the offer and during the offer period, or (iii) acquired through the exercise of
		rights to subscribe for, and options in respect of, securities which carry voting
		rights within six (6) months of the offer and during the offer period; or at such
		price as determined by the Council under Rule 14.3 of the Take-over Code
"RN Interested Persons"	: Mr. Raymond Ng Ah Hua and his associates, or any of them, being the
		interested persons with which the LHP Entities may transact the Recurrent
		IPT described in Section 3.6(b) of this Circular
"SFA"	: The Securities and Futures Act 2001 of Singapore (2020 Revised Edition), as
		the same may be modified, supplemented or amended from time to time
"SGXNet"	: A system network used by listed companies to send information and
		announcements to the SGX-ST or any other system network prescribed by
		the SGX-ST
"SGX-ST"	: The Singapore Exchange Securities Trading Limited
"Shareholders"	: Persons who are registered as holders of the Shares except where the
		registered holder is CDP, in which case the term "Shareholders" shall, in
		relation to such Shares, mean the Depositors whose Securities Accounts with
		CDP are credited with the Shares
"Shares"	: Ordinary shares in the capital of the Company
"Shares Purchases"	: Off-Market Purchases or Market Purchases undertaken by the Company
		during the Relevant Period in accordance with the Act, and a "Shares
		Purchase" shall be construed accordingly

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		DEFINITIONS
"Shares Purchase Mandate"	: The Shareholders' general and unconditional mandate to authorise the
		Directors to make Shares Purchases within the Relevant Period of up to
		ten per cent. (10%) of the total number of issued Shares in the capital of the
		Company (ascertained as at the date of the resolution passed by Shareholders
		authorising the proposed renewal of the Shares Purchase Mandate, but
		disregarding any Shares held as Treasury Shares and Subsidiary Holdings) at
		the price of up to but not exceeding the Maximum Price, in accordance with
		the "Guidelines on Shares Purchases" set out in Appendix I of this Circular and
		the rules of the SGX-ST
"subsidiaries"	:	The subsidiaries of a company (as defined in section 5 of the Act), and
		"subsidiary" shall be construed accordingly
"Subsidiary Holdings"	: Shares referred to in sections 21(4), 21(4B), 21(6A) and 21(6C) of the Act
"Substantial Shareholder"	:	A person who holds directly or indirectly five per cent. (5%) or more of the
		issued voting Shares of the Company
"Take-over Code"	: The Singapore Code on Take-over and Mergers, as the same may be modified,
		supplemented or amended from time to time
"Treasury Shares"	: Shall have the meaning ascribed to it in the Act
"Treasury Shares usage"	: Shall have the meaning ascribed to it in Section 4.5 of this Circular
"S$" and "cents"	:	Singapore dollars and cents
"%" or "per cent."	:	Per centum or percentage

The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively under section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re- enacted. Any word defined under the Act, Listing Manual, SFA, Take-over Code or any modification thereof and used in this Circular shall have the meaning assigned to it under the said Act, Listing Manual, SFA, Take-over Code or any modification thereof, unless otherwise stated or the context otherwise requires.

Any reference to a time or a day in the Circular is a reference to Singapore time and date.

The headings in this Circular are inserted for convenience only and shall not affect the construction of this Circular.

Where any word or expression is defined in this Circular, such definition shall extend to the grammatical variations and cognate expressions of such word or expression.

Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding.

Shook Lin & Bok LLP has been appointed as the legal adviser to the Company in relation to the matters stated in this Circular.

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LETTER TO SHAREHOLDERS

ENVIRO-HUB HOLDINGS LTD.

(Incorporated in the Republic of Singapore)

Company Reg. No. 199802709E

Directors	Registered Office
Raymond Ng Ah Hua (Executive Chairman)	3 Gul Crescent
Adrian Toh Jia Sheng (Executive Director)	Singapore 629519
Dr. Teo Ho Pin (Lead Independent & Non-Executive Director)
Judy Ang Siew Geok (Independent & Non-Executive Director)
Lau Chin Huat (Independent & Non-Executive Director)
	11 April 2024
To: The Shareholders of Enviro-Hub Holdings Ltd.
Dear Shareholder

1. THE PROPOSED RENEWAL OF THE SHAREHOLDERS' GENERAL MANDATE FOR INTERESTED PERSON TRANSACTIONS
2. THE PROPOSED RENEWAL OF THE SHARES PURCHASE MANDATE

1. INTRODUCTION

1. The Company refers to (a) the Notice of AGM dated 11 April 2024 convening the 26th AGM of the Company to be held on Friday, 26 April 2024 at 10.30 a.m. at 3 Gul Crescent Singapore 629519; (b) Ordinary Resolution 9 set out under the heading "Special Business" in the Notice of AGM in relation to the proposed renewal of the IPT Mandate; and (c) Ordinary Resolution 10 set out under the heading "Special Business" in the Notice of AGM in relation to the proposed renewal of the Shares Purchase Mandate.
2. The purpose of this Circular is to provide Shareholders with the relevant information relating to the Proposed Resolutions, details of which are set out in Section 3 and Section 4 of this Circular respectively, and to seek Shareholders' approvals in relation thereto at the 26th AGM.
3. The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained or opinions expressed in this Circular.

2. BACKGROUND

1. The Shareholders had, at the last annual general meeting of the Company held on 27 April 2023, approved, inter alia, the renewal of the 2023 IPT Mandate which enables (i) the Company to grant corporate guarantees to banks and financial institutions for banking and financing facilities to be granted to the Company's subsidiaries who are considered "interested persons" of the Company from time to time, if any; and (ii) Leong Hin Piling, a wholly-owned subsidiary of the Company as at the date hereof, its subsidiaries and associated companies (or any of them) to provide certain construction-related services as described in Section 3.6(b) of this Circular to the RN Interested Persons, in compliance with Chapter 9 of the Listing Manual. Details of the 2023 IPT Mandate were set out in the Company's appendix to Shareholders dated 12 April 2023.
2. In addition, at the last annual general meeting of the Company held on 27 April 2023, the Shareholders had also approved, inter alia, the 2023 Shares Purchase Mandate which enables the Company to purchase or otherwise acquire issued ordinary shares up to 10% of the Company's issued Shares (excluding Treasury Shares and Subsidiary Holdings). The rationale for, the authority and limitations on, and the financial effects of, the 2023 Shares Purchase Mandate were set out in the Company's appendix to Shareholders dated 12 April 2023.

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LETTER TO SHAREHOLDERS

2.3 The 2023 IPT Mandate and the 2023 Shares Purchase Mandate will, unless revoked or varied by the Company in general meeting, expire on the date of the upcoming 26th AGM. Accordingly, Shareholders' approvals are being sought for the renewal of the IPT Mandate and the renewal of the Shares Purchase Mandate at the upcoming 26th AGM.

3. THE PROPOSED RENEWAL OF THE IPT MANDATE

1. Background on Chapter 9 of the Listing Manual
   Chapter 9 of the Listing Manual governs transactions in which a listed company or any of its subsidiaries or associated companies (known as an "entity at risk") enters into or proposes to enter into with a party who is an "interested person" of the listed company. The objective of Chapter 9 (as stated in Rule 901 of the Listing Manual) is to guard against the risk that "interested persons" could influence a listed company, its subsidiaries or associated companies to enter into transactions with "interested persons" that may adversely affect the interests of the listed company or its shareholders. The main terms used in Chapter 9 of the Listing Manual such as "entity at risk", "interested person" and "associated companies" as well as other terms used are defined in the section entitled "Definitions" of this Circular and in Section 3.2 of this Circular.
   Rule 920 of the Listing Manual allows a listed company to seek a general mandate from its shareholders for recurrent transactions with "interested persons" where such transactions are of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate granted by shareholders is subject to annual renewal.
2. Main Terms used in Chapter 9 of the Listing Manual For the purposes of Chapter 9 of the Listing Manual:
3. 1. an "approved exchange" means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the Listing Manual;
   2. an "entity at risk" means:
   3. 1. the issuer;
      2. a subsidiary of the issuer that is not listed on the SGX-ST or an approved exchange; or
      3. an associated company of the issuer that is not listed on the SGX-ST or an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company;
   4. an "interested person" means (i) a director, chief executive officer, or controlling shareholder of the issuer; or (ii) an associate of any such director, chief executive officer, or controlling shareholder;
      The SGX-ST may deem any person or entity to be an interested person if the person or entity has entered into, or proposes to enter into: (a) a transaction with an entity at risk; and (b) an agreement or arrangement with an interested person in connection with that transaction.
   5. a "primary interested person" means a person or an entity in Rule 904(4)(a)(i), Rule 904(4)(b)(i), Rule 904(4)(b)(ii), Rule 904(4)(c)(i), Rule 904(4)(c)(ii), Rule 904(4)(d)(i) or Rule 904(4)(d)(ii);
   6. an "interested person transaction" means a transaction between an "entity at risk" and an "interested person"; and

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LETTER TO SHAREHOLDERS

1. a "transaction" includes (i) the provision or receipt of financial assistance; (ii) the acquisition, disposal or leasing of assets; (iii) the provision or receipt of goods or services; (iv) the issuance or subscription of securities; (v) the granting of or being granted options; and (vi) the establishment of joint ventures or joint investments, whether or not in the ordinary course of business, and whether or not entered into directly or indirectly (for example, through one or more interposed entities).

3.3 Materiality Thresholds

When Chapter 9 of the Listing Manual applies to a transaction with an "interested person" (except for any transaction which is below S$100,000 in value and certain transactions which, by reason of the nature of such transactions, are not considered to put the listed company at risk to its "interested person" and are hence excluded from certain requirements of Chapter 9 of the Listing Manual) and the value of the transaction alone or on aggregation with other transactions conducted with the "interested person" during the financial year reaches or exceeds certain materiality thresholds (which are based on the listed group's latest audited consolidated NTA1), the listed company is required to make an immediate announcement or to make an immediate announcement and seek its shareholders' approval for the transaction.

Threshold 1: 3% of the latest audited consolidated NTA of the listed company and its subsidiaries.

Threshold 2: 5% of the latest audited consolidated NTA of the listed company and its subsidiaries. An immediate announcement is required where:

1. the value of a transaction with interested persons is equal to, or more than, 3% of the listed group's latest audited NTA; or
2. the transaction, when aggregated with other transactions entered into with the same interested person (such term as construed under Chapter 9 of the Listing Manual) during the same financial year amounts to 3% or more of the listed group's latest audited NTA.

In addition, shareholders' approval is required for an "interested person transaction" of a value equal to, or exceeding:

1. 5% of the listed group's latest audited consolidated NTA; or
2. 5% of the listed group's latest audited consolidated NTA, when aggregated with the values of other transactions entered into with the same interested person (such term as construed under Chapter 9 of the Listing Manual) during the same financial year. However, a transaction which has been approved by shareholders, or is the subject of aggregation with another transaction that has been approved by shareholders, need not be included in any subsequent aggregation.

For the purposes of aggregation, any transaction which is below S$100,000 in value is to be excluded. However, the Listing Manual provides that while transactions below S$100,000 are not normally aggregated under Chapter 9 of the Listing Manual, the SGX-ST may aggregate any such transaction entered into during the same financial year and treat them as if they were one transaction.

In interpreting the term "same interested person" for the purpose of aggregation in Rules 905, 906 and 907, the following applies:

1. Transactions between (a) an entity at risk and a primary interested person; and (b) an entity at risk and an associate of that primary interested person, are deemed to be transactions between an entity at risk with the same interested person.
2. Transactions between an entity at risk and interested persons who are members of the same group are deemed to be transactions between the entity at risk with the same interested person.

1 Pursuant to the Listing Manual, if the group's latest audited net tangible assets is negative, the issuer should consult the SGX-ST on the appropriate benchmark to calculate the relevant thresholds, which may be based on its market capitalisation.

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LETTER TO SHAREHOLDERS

If an interested person (which is a member of a group) is listed, its transactions with the entity at risk need not be aggregated with transactions between the entity at risk and other interested persons of the same group, provided that the listed interested person and other listed interested persons have boards of which the majority of whose directors are different and are not accustomed to acting on the instructions of the other interested person and have audit committees whose members are completely different.

For illustration purposes, based on the latest audited accounts of the Group for the financial year ended 31 December 2023, the consolidated NTA of the Group was approximately S$59.3 million. Accordingly, in relation to the Company, and for the purposes of Chapter 9 of the Listing Manual, in the current financial year and until such time that the consolidated audited results of the Group for the financial year ending 31 December 2023 are published by the Company, 5% of the latest audited consolidated NTA of the Group would be approximately S$3.0 million. Based on the above figures, Shareholders' approval would be required for:

1. "interested person transaction" with a value equal to or above S$3.0 million; or
2. "interested person transaction", when aggregated with the values of other transactions entered into with the same interested person during the same financial year, with a value equal to or above S$3.0 million (unless such transaction has been approved by the Shareholders or is the subject of aggregation with another transaction that has been approved by the Shareholders).

3.4 Rationale For and Benefit of the Proposed Renewal of the IPT Mandate

1. In relation to the Recurrent IPT described in Section 3.6(a) of this Circular
   The Directors are of the view that it will be beneficial for the Company to be able to grant corporate guarantees to support facilities to be obtained by its subsidiaries if the granting of such corporate guarantees will enable the subsidiaries to secure banking and financing facilities on more favourable terms.
   Due to the time-sensitive nature of obtaining banking and financing facilities, renewal of the IPT Mandate will enable the Company to grant corporate guarantees to support banking and financing facilities obtained by its subsidiaries without being separately subject to the obligations in Rules 905 and 906 of the Listing Manual, provided that such Recurrent IPT are entered into on an arm's length basis and on normal commercial terms and are made in accordance with the review procedures for such "interested person transactions" as set out in Section 3.7(a) of this Circular.
2. In relation to the Recurrent IPT described in Section 3.6(b) of this Circular
   One of the Group's businesses is the provision of construction-related services such as piling, building and construction-related engineering and technical services as well as rental and servicing of machinery for the construction industry (the "Construction-related Core Business").
   The Group's Construction-related Core Business operates principally through its wholly-owned subsidiaries, namely Leong Hin Piling and Leong Hin Builders. As at the Latest Practicable Date, Leong Hin Piling is principally engaged in the business of providing piling and construction services as well as the rental of cranes and heavy machinery for the construction industry and Leong Hin Builders is principally engaged in the business of providing general building and construction as well as related engineering and technical services.
   It is envisaged that Leong Hin Piling, its subsidiaries and associated companies from time to time, or any of them, (being collectively, the "LHP Entities") would likely in their normal course of business enter into the Recurrent IPT described in Section 3.6(b) of this Circular with the RN Interested Persons and such transactions are likely to occur from time to time with some degree of frequency and may arise at any time. In view of the time-sensitive nature of the construction-based Recurrent IPT between the LHP Entities and the RN Interested Persons, the renewal of the IPT Mandate will enable the LHP Entities to take advantage of the business opportunities offered by such Recurrent IPT which are necessary for the day-to-day operations of the Group's Construction-related Core Business and are in the interests of the Group for enhancing its financial performance, as such transactions are an additional source of

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