SINGHAIYI GROUP LTD.

(Company Registration No. 198803164K)

(Incorporated in the Republic of Singapore)

RESPONSE TO SUBSTANTIAL AND RELEVANT QUESTIONS FROM SHAREHOLDERS FOR ANNUAL GENERAL MEETING 2021

The Board of Directors (the "Board") of SingHaiyi Group Ltd. (the "Company", together with its subsidiaries, the "Group") would like to thank shareholders for submitting their questions ahead of the Company's Annual General Meeting to be held on 29 July 2021 at 10.00 a.m. via live webcast. The Company wishes to provide its responses to the substantial questions relevant to the resolutions tabled for approval at the AGM below:

1. With reference to the Company's announcement to SGX in May 2021 regarding the joint venture to purchase Maxwell house:

  1. What is the actual total cost of the purchase price for SingHaiyi's share in this venture?
  2. Has this been paid already?
  3. How does the Company intend to fund the cost for the purchase of this joint venture?

Company's response:

As disclosed in the SGXNet Announcement by the Company on 7 May 2021 titled 'Joint Tender For Collective Purchase of Maxwell House', the Company's successful joint tender with CEL Development Pte. Ltd ("CEL") and Chuan Investments Pte Ltd ("CIPL") for Maxwell House (the "Property") was for the tender price of S$276.8 million.

The participation interest of SingHaiyi Investments Pte. Ltd., a wholly-owned subsidiary of the Company, CEL and CIPL ("JV Partners") in the acquisition are 30%, 40% and 30% respectively (the "Participation Proportions"). The JV Partners shall pay for the purchase price of the Property as well as any costs, expenses and taxes in relation to the acquisition in their respective Participation Proportions. Each of the JV Partners shall contribute equity and other financial support (including additional equity, shareholders' loans and/or guarantees) to the joint venture in their respective Participation Proportions. The additional equity/shareholders' loans are to be funded via the Company's internal resources.

The completion of the acquisition is subject to the satisfaction of conditions, including:

  • A sale order approving the collective sale of all units in the Property;
  • Approval from the lessor of the Property for the sale of the Property;
  • Outline planning permission for the Planning Criteria by the Urban Redevelopment Authority; and
  • The in-principle approval from the Singapore Land Authority to issue a fresh 99 years lease.

As disclosed in a separate SGXNet Announcement on 19 May 2021, the JV Partners have provided shareholders' loans in the aggregate principal amount of S$22,138,600 to the joint venture, in accordance with their respective Participation Proportions.

The incorporation of the joint venture companies and the provision of shareholder loans are funded by internal resources and are not expected to have a material impact on the consolidated net tangible assets per share and consolidated earnings per share of the Group for the financial year ending 31 March 2022.

2. With reference to Suntec REIT's divestment of 9 Penang Road:

  1. What is the rationale for Haiyi to acquire the remaining stakes in 9 Penang Road at a premium to the development cost?
  2. As Haiyi and SingHaiyi are now the remaining joint owners of 9 Penang Road, can more information be disclosed about the return on investment for this project?
  3. If there is a non-disclosure agreement with UBS on this property, when and how can shareholders be informed about the financials for this project?

Company's response:

SingHaiyi currently has a 35% stake in 9 Penang Road ("9PR"). Suntec REIT's 30% stake in 9PR was acquired by our parent company Haiyi Holdings Pte. Ltd ("Haiyi"), which now owns 65% of 9PR. As Haiyi is a separate entity from the Company, it is the Company's policy not to comment on Haiyi's behalf.

The Company continues to see value in 9PR's quality location, premium facilities and best-in-class working environment. 9PR is also the Company's first foray into commercial property redevelopment and serves as a strategic springboard to expand the Company's brand and track record in commercial and retail property development, as part of our diversified development strategy.

As mentioned in the Company's Annual Report for FY2021, 9PR's market valuation stands at S$930.0 million as at 31 March 2021. The Company's 35% stake in 9PR would thus amount to S$325.5 million, representing an ROI of approximately 23.02% from the initial investment value of S$264.6 million (35% of S$756.0 million development cost1).

In accordance with the Confidentiality Agreement, parties are to keep confidential and not disclose or permit the terms of the lease to be disclosed, or discussions and agreements about lease renewal, unless the other party consents or one party is required by law or a regulatory body in accordance with listing requirements of any stock exchange. All material information regarding the Group's assets will be made known to shareholders via SGXNet announcements.

1 Includes land and construction costs

BY ORDER OF THE BOARD

Celine Tang

Group Managing Director

27 July 2021

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SingHaiyi Group Ltd. published this content on 27 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2021 10:09:06 UTC.