SINGHAIYI GROUP LTD.

(Company Registration No.: 198803164K)

(Incorporated in the Republic of Singapore)

VOLUNTARY CONDITIONAL CASH OFFER BY UNITED OVERSEAS BANK LIMITED FOR AND

ON BEHALF OF HAIYI TREASURE PTE. LTD.

DESPATCH OF NOTIFICATION OF ELECTRONIC DISSEMINATION OF THE OFFEREE

CIRCULAR

1. INTRODUCTION

The Board of Directors (the "Board") of SingHaiyi Group Ltd. (the "Company") wishes to refer shareholders of the Company ("Shareholders") to:

  1. the offer announcement dated 9 November 2021 (the "Offer Announcement") made by United Overseas Bank Limited ("UOB"), for and on behalf of Haiyi Treasure Pte. Ltd.
    (the "Offeror"), in relation to the voluntary conditional cash offer (the "Offer") for all the issued ordinary shares (excluding treasury shares) (the "Offer Shares") in the capital of the Company, including all the Offer Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror;
  2. the announcement dated 10 November 2021 made by the Company, in response to the Offer Announcement;
  3. the announcement dated 15 November 2021 made by the Company, in relation to the appointment of Provenance Capital Pte. Ltd. as the independent financial adviser
    ("IFA") to the directors of the Company ("Directors") who are considered independent for the purposes of the Offer ("Independent Directors");
  4. the formal offer document dated 26 November 2021 (the "Offer Document") issued by UOB, for and on behalf of the Offeror, setting out the terms and conditions of the Offer; and
  5. the announcement dated 6 December 2021 (the "Offer Unconditional Announcement") made by UOB, for and on behalf of the Offeror, announcing that, inter alia, the Offer has been declared unconditional in all respects.

Unless and otherwise defined, all capitalised terms not defined herein shall have the same meaning ascribed to them in the Offer Document and the relevant announcements.

2. DESPATCH OF NOTIFICATION

2.1 Further to the above announcements, the Board wishes to inform Shareholders that the notice to Shareholders (the "Notification") containing the address and instructions for the electronic retrieval of the circular to Shareholders dated 10 December 2021 in relation to the Offer which contains, inter alia, the advice of the IFA to the Independent Directors, and the recommendation of the Independent Directors in respect of the Offer (the "Offeree Circular"), has been despatched to Shareholders on 10 December 2021.

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  1. The Company has opted for electronic dissemination of the Offeree Circular through publication on SGXNET and the Company's corporate website. Accordingly, please note that no printed copies of the Offeree Circular will be despatched to Shareholders.
  2. Electronic copies of the Notification and the Offeree Circular are available on the SGXNET announcement page of the Company athttps://www.sgx.com/securities/company- announcements?value=SINGHAIYI%20GROUP%20LTD.&type=companyand the Company's corporate website at https://singhaiyi.listedcompany.com/newsroom.html.
  3. The Offeree Circular requires the immediate attention of Shareholders. Shareholders should carefully read and consider the recommendations of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer set out in the Offeree Circular before deciding whether to accept or reject the Offer. Shareholders who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers immediately.
  4. Shareholders who have not received the Notification within two (2) business days from the date hereof may, during normal business hours and up to 5.30 p.m. (Singapore time) on the closing date of the Offer, obtain a copy of the Notification from the Registrar at the following address:
    M & C Services Private Limited 112 Robinson Road
    #05-01
    Singapore 068902
  1. FINAL CLOSING DATE
    Shareholders should note that, as stated in the Offer Unconditional Announcement, the Offer will close at 5.30 p.m. (Singapore time) on 10 January 2022(the "Final Closing Date"), being the last day for the lodgement of acceptances for the Offer.
    It was also announced that the Offeror does not intend to extend the Offer beyond the Final Closing Date and notice is hereby given that the Offer will not be open for acceptance beyond 5.30 p.m. (Singapore time) on the Final Closing Date. Acceptances received after 5.30 p.m. (Singapore time) on the Final Closing Date will be rejected.
  2. DIRECTORS' RESPONSIBILITY STATEMENT
    The Directors (including those who may 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 responsibility accordingly.
    Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror (including, without limitation, the Offer Announcement, the Offer Unconditional Announcement and the Offer Document), the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, accurately reflected or reproduced herein.

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BY ORDER OF THE BOARD

Gn Hiang Meng

Lead Independent Director

10 December 2021

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SingHaiyi Group Ltd. published this content on 10 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 December 2021 10:41:06 UTC.