General Announcement::Voluntary Conditional Cash Offer - Dealings Disclosure and Offer Declared Unconditional

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY SECURITIES IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES OF AMERICA.

VOLUNTARY CONDITIONAL CASH OFFER

by

United Overseas Bank Limited

(Incorporated in the Republic of Singapore)

(Company Registration No. 193500026Z)

for and on behalf of

Haiyi Treasure Pte. Ltd.

(Incorporated in the Republic of Singapore)

(Company Registration No. 202130991D)

for

all the issued ordinary shares in the capital of

SingHaiyi Group Ltd.

(Incorporated in the Republic of Singapore)

(Company Registration No. 198803164K)

DEALINGS DISCLOSURE, LEVEL OF ACCEPTANCES, OFFER DECLARED UNCONDITIONAL

IN ALL RESPECTS AND FINAL CLOSING DATE

1. INTRODUCTION

1. United Overseas Bank Limited ("UOB") refers to:
2. 1. the announcement dated 9 November 2021 in connection with the intended voluntary conditional cash offer (the "Offer") by UOB, for and on behalf of Haiyi Treasure Pte. Ltd. (the "Offeror"), for all the issued ordinary shares (excluding treasury shares) (the "Offer Shares") in the capital of SingHaiyi Group Ltd. ("SingHaiyi" or 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 (the "Offeror Concert Parties"); and
   2. the announcement dated 26 November 2021 in relation to the despatch of notification of electronic dissemination (the "Notification") of the offer document dated 26 November 2021 (the "Offer Document") containing the terms and conditions for the Offer and related documents.
3. Electronic copies of the Offer Document, the Relevant Acceptance Forms, all announcements in relation to the Offer and other related documents are available on the website of SGX-ST at: https://www.sgx.com.

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1.3 Unless otherwise defined, all capitalised terms used and not defined herein shall have the same meanings given to them in the Offer Document.

2. DEALINGS BY THE OFFEROR

Pursuant to Rule 12.1 of the Code, UOB wishes to announce, for and on behalf of the Offeror, that the Offeror has acquired the following Offer Shares on the date of this Announcement (the "Acquired Offer Shares") via market trades1 on the SGX-ST, the details of which are set out below:

S/N	Description
1.	Total number of Acquired Offer Shares	854,900
2.	Approximate percentage of the total number of Offer Shares2 constituted	0.02%
	by the Acquired Offer Shares
3.	Consideration paid per Offer Share for the Acquired Offer Shares,
	excluding brokerage commission, clearing fee, stamp duties and	S$0.117
	applicable tax

3. LEVEL OF ACCEPTANCES

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In accordance with Rule 28.1 of the Code, UOB wishes to announce, for and on behalf of the Offeror that, as at 6.00 p.m. (Singapore time) on 6 December 2021, the number of Offer Shares (i) owned, controlled or agreed to be acquired by the Offeror and the Offeror Concert Parties before the Offer Period; (ii) acquired or agreed to be acquired by the Offeror and Offeror Concert Parties during the Offer Period (other than pursuant to valid acceptances of the Offer); and (iii) for which valid acceptances of the Offer have been received, are as follows:

			Number of Offer			%2
			Shares
Offer Shares owned, controlled or agreed to be
acquired as at the Announcement Date by:
(i)	the Offeror	0	0.00
(ii)	the Offeror Concert Parties	3,377,656,067		80.19
Offer Shares acquired or agreed to be acquired
between the Announcement Date and up to 6.00 p.m.
(Singapore time) on 6 December 2021 (other than
pursuant to valid acceptances of the Offer) by:
(i)	the Offeror	67,036,100		1.59
(ii) the Offeror Concert Parties	183,252,300		4.35

These trades will settle two Market Days after the date on which the trade was made.

Any discrepancies in the figures included in this Announcement between the amounts shown and the totals thereof are due to rounding. Accordingly, figures shown as totals in this Announcement may not be an arithmetic aggregation of the figures that precede them. The approximate percentage figures are calculated based on the total number of issued Offer Shares, being 4,212,025,475 Offer Shares (excluding treasury shares) as at the date of this Announcement and rounded to the nearest two decimal places.

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		Number of Offer			%2
		Shares
Valid acceptances of the Offer as at 6.00 p.m.
(Singapore time) on 6 December 2021 received from:
(i) Shareholders (other than the Offeror Concert	272,523,317		6.47
Parties)3
(ii) the Offeror Concert Parties3	0	0.00
Offer Shares owned, controlled or agreed to be	339,559,417		8.06
acquired by the Offeror(including valid
acceptances of the Offer) as at 6.00 p.m. (Singapore
time) on 6 December 2021
Offer Shares owned, controlled or agreed to be	3,900,467,784		92.60
acquired by the Offeror and the Offeror Concert
Parties(including valid acceptances of the Offer) as
at 6.00 p.m. (Singapore time) on 6 December 2021

1. RESULTANT POSITION
   As at 6.00 p.m. (Singapore time) on 6 December 2021, the total number of Offer Shares owned, controlled, acquired or agreed to be acquired by the Offeror and the Offeror Concert Parties (including valid acceptances of the Offer) amount to an aggregate of 3,900,467,784 Offer Shares, representing approximately 92.60 per cent. of the total number of issued Offer Shares4.
2. OFFER DECLARED UNCONDITONAL IN ALL RESPECTS
   UOB wishes to announce, for and on behalf of the Offeror, that the Offeror has, as at 6.00 p.m. (Singapore Time) on 6 December 2021, received valid acceptances in respect of such number of Offer Shares which, when taken together with the Offer Shares owned, controlled, acquired or agreed to be acquired by the Offeror and the Offeror Concert Parties before or during the Offer, results in the Offeror and the Offeror Concert Parties holding such number of Offer Shares carrying not less than 90 per cent. of the total number of issued Offer Shares4.
   Accordingly, the Offer has become unconditional as to acceptances and is hereby declared unconditional in all respects.
3. FINAL CLOSING DATE

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In accordance with Rule 22.6 of the Code, as the Offer has become unconditional as to acceptances, the Offer will remain open for acceptance for not less than 14 days after the date on which the Offer would otherwise have closed.

Accordingly, UOB wishes to announce, for and on behalf of the Offeror, that the Offer will remain open for acceptance until 5.30 p.m. on 10 January 2022 (the "Final Closing Date").

Based on the latest information available to the Offeror as at 6.00 p.m. (Singapore time) on the date of this Announcement.

References to the total number of issued Offer Shares in this Announcement are based on 4,212,025,475 Offer Shares (excluding treasury shares) as at the date of this Announcement.

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The Offeror does not intend to extend the Offer beyond the Final Closing Date. 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.

7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

1. Shareholders who have accepted the Offer. Shareholders who have validly accepted the Offer on or prior to the date of this Announcement are not required to take any action in relation to the Offer and can expect to receive payment within seven Business Days after the date of this Announcement in accordance with the terms as set out in the Offer Document.
2. Shareholders who have not accepted the Offer. Shareholders who wish to accept the Offer but have not done so may do so by following the procedures for acceptance as set out in Appendix 2 to the Offer Document and in the Relevant Acceptance Forms. Shareholders who wish to accept the Offer may do so by completing and returning the Relevant Acceptance Form(s) in accordance with the instructions therein and as set out in the Offer Document.
   Acceptance(s) of the Offer must be received no later than 5.30 p.m. (Singapore time) on the Final Closing Date.
   Shareholders who validly accept the Offer after the date of this Announcement (but on or before 5.30 p.m. (Singapore time) on the Final Closing Date) can expect to receive payment within seven Business Days after the date of receipt by the Offeror of the valid acceptance from such Shareholder in accordance with the terms as set out in the Offer Document.
3. Acceptance Procedures for CPFIS Investors and SRS Investors. CPFIS Investors and SRS Investors who wish to accept the Offer but who have not done so should contact their respective CPF Agent Banks and SRS Agent Banks as to the deadline by which such banks would need to receive instructions in order to accept the Offer on or prior to the Final Closing Date. CPFIS Investors and SRS Investors who validly accept the Offer will receive the payment for their Offer Shares in their respective CPF investment accounts and SRS investment accounts.

8. OVERSEAS SHAREHOLDERS AND REQUESTS FOR OFFER DOCUMENT AND RELATED DOCUMENTS

1. Overseas Shareholders. The availability of the Offer to Shareholders whose addresses are outside Singapore as shown in the Register or, as the case may be, in the records of The Central
   Depository (Pte) Limited ("CDP") (the "Overseas Shareholders") may be affected by the laws of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions. For the avoidance of doubt, the Offer is made to all Shareholders, including those to whom the Notification, the Offer Document and the Relevant Acceptance Forms and/or any related documents have not been, or will not be, sent.
   Further details in relation to Overseas Shareholders are contained in the Offer Document.
2. Non-receiptof Offer Document and/or any related documents. If you are a Shareholder and have not received the Relevant Acceptance Form(s) and/or any related documents, upon production of satisfactory evidence that you are a Shareholder, you may obtain copies of the Relevant Acceptance Forms by contacting:

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1. if you are a Depositor, CDP by phone [phone]), email ([e-mail]) or by post to The Central Depository (Pte) Limited at 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore 138589; or
2. if you are not a Depositor, the Registrar by post to M & C Services Private Limited at 112 Robinson Road, #05-01,Singapore 068902.

Electronic copies of the Offer Document, the Relevant Acceptance Forms, all announcements in relation to the Offer and other related documents are available on the website of SGX-ST at: https://www.sgx.com.

To obtain electronic copies of the Offer Document, the Relevant Acceptance Forms and/or any related documents, please select the section "Securities", select "Company Information" and then "Company Announcements" from the drop-down menu list and type the name of the Company: "SINGHAIYI GROUP LTD." in the box titled "Filter by Company / Security Name". "SINGHAIYI GROUP LTD." will appear as a drop-down item below the filter box.

Thereafter, please select the announcement dated 26 November 2021 titled "Voluntary Conditional Cash Offer - Electronic Dissemination of Offer Document". The Offer Document, the Relevant Acceptance Forms and other related documents can be accessed by clicking on the link under the section titled "Attachments" at the bottom of the announcement.

9. TRADING SUSPENSION AND DELISTING

1. Rule 723 of the Listing Manual requires the Company to ensure that at least 10 per cent. of the total number of issued Offer Shares (excluding treasury shares) is at all times held by the public
   (the "Free Float Requirement"). As the Offeror has received acceptances of the Offer in respect of such number of Offer Shares which would bring the holdings owned by the Offeror and the Offeror Concert Parties to above 90 per cent. of the total number of issued Offer Shares (excluding treasury shares), pursuant to Rule 1105 of the Listing Manual, the SGX-ST may suspend the trading of the Offer Shares on the SGX-ST until such time when the SGX-ST is satisfied that at least 10 per cent. of the total number of issued Offer Shares (excluding treasury shares) are held by at least 500 Shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90 per cent. of the total number of issued Offer Shares (excluding treasury shares), thus causing the percentage of the total number of issued Offer Shares (excluding treasury shares) held in public hands to fall below 10 per cent., the SGX-ST will suspend trading of the listed securities of the Company, being the Offer Shares, at the Closing Date.
2. As at the date of this Announcement, the Free Float Requirement is not satisfied. As stated in the Offer Document, the Offeror does not intend to (i) maintain the present listing status of the Company and, accordingly, (ii) place out any Offer Shares held by the Offeror to members of the public to meet the Free Float Requirement and (iii) support any action by the Company to meet the Free Float Requirement.
   The Offeror intends to take steps to delist the Company from the SGX-ST following the close of the Offer.

10. INDEPENDENT ADVICE

10.1 UOB is acting for and on behalf of the Offeror and does not purport to advise the Shareholders and/or any other person. In preparing the Offer Document on behalf of the Offeror, UOB has not

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