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  1. RECIEPT OF APPOVAL FROM THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (THE "SGX-ST") FOR THE DELISTING OF SIN GHEE HUAT CORPORATION LTD. (THE "COMPANY") FROM THE SGX-ST (THE "DELISTING")
  2. DELISTING OF THE COMPANY FROM THE SGX-ST
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1. INTRODUCTION

The board of directors (the "Board") of Sin Ghee Huat Corporation Ltd. (the "Company") refers to:

  1. the announcement dated 29 April 2021, DBS Bank Ltd ("DBS"), for and on behalf of HHH Co Pte Ltd ("Offeror"), announced ("Offer Announcement") a voluntary conditional cash offer ("Offer"), in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers, for all the issued ordinary shares ("Shares") in the capital of the Company, other than those already held by the Company as treasury shares and those already held by the Offeror as at the date of the Offer;
  2. the offer document dated 17 May 2021 ("Offer Document") issued by DBS, for and on behalf of the Offeror, in connection with the Offer;
  3. the announcement dated 20 May 2021 ("Offer Unconditional Announcement") made by DBS, for and on behalf of the Offeror, in relation to, INTER ALIA, the Offer being declared unconditional in all respects and the level of acceptances of the Offer;
  4. the announcement dated 25 June 2021 ("Loss of Free Float Announcement") made by DBS, for and on behalf of the Offeror in relation to receipt of valid acceptances in respect of 209,565,878 Shares, representing approximately 94.40% of the total number of issued Shares;
  5. the announcement dated 28 June 2021 ("Close of Offer Announcement") made by DBS, for and on behalf of the Offeror, in relation to the close of the Offer;
  6. the announcement dated 8 July 2021 made by DBS, for and on behalf of the Offeror, in relation to the despatch of documents relating to Offeror's intention to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act ("Compulsory Acquisition") and right of dissenting shareholders under Section 215(3) of the Companies Act ("Compulsory Acquisition Announcement"); and
  7. the announcement dated 10 August 2021 made by DBS, for and on behalf of the Offeror, in relation to the Offeror's exercise of its right of Compulsory Acquisition on 10 August 2021 to acquire the Shares of the Dissenting Shareholders at a consideration of S$0.27

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in cash for each Share, on the same terms as those offered under the Offer ("Exercise of Compulsory Acquisition Announcement").

  1. APPLICATION TO THE SGX-ST FOR THE DELISTING
    1. As the Offeror does not intend to maintain the continued listing of the Company on the SGX-ST, the Company had on 23 July 2021, made an application to the SGX-ST for the Delisting following the completion of the Compulsory Acquisition, subject to finalisation of logistical arrangements with the SGX-ST's issuer services department.
    2. The Company's application for the Delisting is on the basis that the Offeror had announced on 10 August 2021 that it has exercised its right of Compulsory Acquisition. Upon completion of the Compulsory Acquisition, the Offeror will own 100% of the total number of Shares and the Company will become a wholly-owned subsidiary of the Offeror.
  2. APPROVALS FROM THE SGX-ST
    1. The Board wishes to announce that the SGX-ST has on 11 August 2021, based on the Company's submissions and representations to the SGX-ST, advised that as the Offeror and its concert parties hold, in aggregate, more than 90% of all the issued and paid-up ordinary shares in the capital of the Company (excluding treasury shares), resulting in the Company's free float falling below 10%, and taking into consideration the Offeror's intention to exercise its right to the Compulsory Acquisition, the SGX-ST has no objection to the Delisting subject to:
      1. the completion of the Compulsory Acquisition; and
      2. an announcement VIA SGXNET of the SGX-ST's decision.
    2. The SGX-ST's approval for the Delisting is not an indication of the merits of the Delisting.
  3. DELISTING OF THE COMPANY
    The Board wishes to announce that upon the completion of the Offeror's exercise of its right of compulsory acquisition, the Company will be delisted from the Official List of the SGX-ST with effect from 9.00 a.m. (Singapore time) on 18 August 2021.
  4. DIRECTORS' RESPONSIBILITY STATEMENT
    The directors of the Company ("Directors") (including those who have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, the omission of which would make any statement in this announcement misleading, and they jointly and severally accept full responsibility accordingly.

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Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Announcement, the Offer Document, the Unconditional Announcement, the Close of Offer Announcement and the Exercise of Compulsory Acquisition Announcement), the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

BY ORDER OF THE BOARD

Goh Chee Wee

Non-Executive Chairman and Independent Director

16 August 2021

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Sin Ghee Huat Corporation Ltd. published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2021 05:52:04 UTC.