Keong Hong : Mandatory Conditional Cash Offer By NOVUS

MANDATORY CONDITIONAL CASH OFFER

by

NOVUS CORPORATE FINANCE PTE. LTD.

(Company Registration No.: 201723484W)

(Incorporated in the Republic of Singapore)

for and on behalf of

LJHB CAPITAL (S) PTE. LTD.

(Company Registration No.: 202125750R)

(Incorporated in the Republic of Singapore)

to acquire all the issued and paid-up ordinary shares in the share capital of

KEONG HONG HOLDINGS LIMITED

(Company Registration No.: 200807303W)

(Incorporated in the Republic of Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror and the

persons acting in concert with the Offeror

OFFER ANNOUNCEMENT

1. INTRODUCTION

Novus Corporate Finance Pte. Ltd. ("NCF") wishes to announce, for and on behalf of LJHB Capital (S) Pte. Ltd. (the "Offeror"), that the Offeror has today entered into a sale and purchase agreement with Mr. Leo Ting Ping Ronald ("Mr. Leo") in relation to the sale and purchase of an aggregate of 44,763,220 ordinary shares ("Shares") of Keong Hong Holdings Limited (the "Company"), representing approximately 19.05% of the total number of Shares1, at a price of S$0.384 per Share (the "Acquisition").

Prior to the making of this Announcement and excluding the Acquisition, the Offeror owns 62,817,200 Shares, representing approximately 26.73% of the total number of Shares. Upon completion of the Acquisition, the Offeror will own, control or has agreed to acquire an

1 The percentage shareholding interest referred to in this Announcement is rounded to two (2) decimal places and is based on 235,010,000 Shares (excluding Shares held in treasury) which was obtained from publicly available information.

aggregate of 107,580,420 Shares, representing approximately 45.78% of the total number of Shares. In compliance with Rule 14 of the Singapore Code on Take-overs and Mergers (the "Code"), the Offeror will make a mandatory conditional cash offer (the "Offer") for all the remaining Shares, other than treasury Shares and those Shares owned, controlled or agreed to be acquired, directly or indirectly, by the Offeror and the persons acting in concert with the Offeror.

2. THE OFFER

2.1 Offer Terms

In accordance with Rule 14 of the Code and subject to the terms and conditions set out in the formal offer document to be issued by NCF, for and on behalf of the Offeror (the "Offer Document"), the Offeror will make the Offer for the Offer Shares (as defined below) on the following basis:

For each Offer Share: S$0.384 in cash (the "Offer Price")

The Offer, when made, will be extended, on the same terms and conditions, to:

1. all the Shares, other than treasury Shares and those Shares already owned, controlled or agreed to be acquired by the Offeror and the persons acting in concert with the Offeror; and
2. all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any options (the "Company Options") granted under the Keong Hong Employee Share Option Scheme prior to the close of the Offer.

For the purposes of the Offer, the expression the "Offer Shares" will include all such Shares and the expression the "Shareholders" shall mean each shareholder of the Company.

The Offer Shares will be acquired (i) fully paid-up; (ii) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and (iii) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto (including the right to receive and retain all dividends, rights, other distributions and return of capital, if any, which may be announced, declared, paid or made thereon by the Company on or after the date of this Announcement ). In the event that any dividends, rights, other distributions or return of capital is declared, made or paid on or after the date of this Announcement, the Offeror reserves the right to reduce the Offer Price by the amount of such dividends, rights, distributions or return of capital.

2.2 Conditional Offer

The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and persons acting in concert

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with the Offeror (whether before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting in concert with the Offeror holding more than 50% of the total number of Shares (excluding treasury Shares) as at the close of the Offer.

Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with the Offeror (whether before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and parties acting in concert with the Offeror holding such number of Shares carrying more than 50% of the voting rights attributable to the maximum potential issued share capital of the Company. For this purpose, the "maximum potential issued share capital of the Company" means the total number of Shares (excluding treasury Shares) which would be in issue had all outstanding Company Options been validly exercised as at the date of such declaration.

Further information on the Offer and the terms and conditions upon which the Offer will be made shall be set out in the Offer Document.

1. INFORMATION ON THE OFFEROR
   The Offeror is a holding company incorporated under the laws of Singapore on 23 July 2021. As at the date of this Announcement:
2. 1. the Offeror has an issued and paid-up share capital of S$1,000,000 consisting of 1,000,000 ordinary shares, which are held by Forevertrust International (S) Pte. Ltd. ("Forevertrust"). Forevertrust is a wholly-owned subsidiary of LJHB Holdings (S) Pte. Ltd. ("LJHB Holdings"). The Offeror's ultimate shareholder is Ms. Liu Haiyan; and
   2. the board of directors of the Offeror (the "Directors") are Ms. Liu Haiyan, Mr. Lin Junru and Mr. Chen Bin.
3. INFORMATION ON THE COMPANY

4.1 Based on publicly available information, the Company was incorporated under the laws of Singapore on 15 April 2008 and was listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 16 December 2011. The Company was subsequently transferred to the Main Board of the SGX-ST on 2 August 2016.

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1. Based on publicly available information, the Company and its subsidiaries are engaged in the businesses of building construction, property development, hotel development and investment, and overseas property investment.
2. As at the date of this Announcement and based on publicly available information:
3. 1. the Company has an issued and paid-up share capital of S$22,514,415 comprising 235,010,000 Shares (excluding 7,555,000 Shares held by the Company in treasury); and
   2. the directors of the Company are:
   3. 1. Mr. Leo (Executive Chairman and Chief Executive Officer);
      2. Mr. Er Ang Hooa (Executive Director);
      3. Mr. Chong Weng Hoe (Lead Independent Director);
      4. Mr. Chong Wai Siak (Non-Executive Independent Director);
      5. Mr. Koh Tee Huck Kenneth (Non-Executive Independent Director);
      6. Mr. Fong Heng Boo (Non-Executive Independent Director); and
      7. Mr. Xu Quanqiang (Non-ExecutiveNon-Independent Director).

5. IRREVOCABLE UNDERTAKING

1. Upon completion of the Acquisition, Mr. Leo will own 27,731,180 Shares, representing approximately 11.80% of total number of Shares (the "Remaining Shares"). Mr. Leo has undertaken (the "Irrevocable Undertaking") to the Offeror to not accept the Offer in respect of the Remaining Shares.
2. Save for the Irrevocable Undertaking, as at the date of this Announcement, none of the Relevant Persons (as defined below) has received any irrevocable undertakings from any other person to accept or reject the Offer.

6. RATIONALE FOR THE OFFER

As set out in paragraph 1 above, the Offeror is making the Offer in compliance with the requirements of Rule 14 of the Code.

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7. FINANCIAL EVALUATION OF THE OFFER

The Offer Price represents the following premia over the historical traded prices of the Shares:

	Benchmark	Premium over
Description	price	benchmark price
	(S$)(1)	(%)(2)
Last transacted price per Share on the last full trading	0.370	3.8
day of the Company prior to the date of this
Announcement, being 20 January 2022 ("Last
Trading Day")
Lowest closing price of the Shares traded on the SGX-	0.325	18.2
ST for the six (6)-month period prior to and including
the Last Trading Day
Highest closing price of the Shares traded on the	0.375	2.4
SGX-ST for the six (6)-month period prior to and
including the Last Trading Day
Volume weighted average price ("VWAP") of the	0.356	7.9
Shares traded on the SGX-ST for the one (1)-month
period prior to and including the Last Trading Day
VWAP of the Shares traded on the SGX-ST for the	0.345	11.3
three (3)-month period prior to and including the Last
Trading Day
VWAP of the Shares traded on the SGX-ST for the six	0.346	11.0
(6)-month period prior to and including the Last
Trading Day
VWAP of the Shares traded on the SGX-ST for the 12-	0.340	12.9
month period prior to and including the Last Trading
Day

Notes:

1. The figures set out in the table above are based on data extracted from Thomson Reuters Eikon. The benchmark prices were rounded to the nearest (3) decimal places.
2. Computed based on the benchmark prices which were rounded to the nearest three (3) decimal places. Premia over benchmark price were rounded to the nearest one (1) decimal place.

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