Sin Ghee Huat : OFFER ANNOUCEMENT – VOLUNTARY CONDITIONAL CASH OFFER

VOLUNTARY CONDITIONAL CASH OFFER

by

DBS BANK LTD.

(Company Registration No.: 196800306E)

(Incorporated in the Republic of Singapore)

for and on behalf of

1. CO PTE. LTD.
   (Company Registration No.: 201813544G) (Incorporated in the Republic of Singapore)

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

SIN GHEE HUAT CORPORATION LTD.

(Company Registration No.: 197700475Z)

(Incorporated in the Republic of Singapore)

OFFER ANNOUNCEMENT

1. INTRODUCTION
   DBS Bank Ltd. ("DBS") wishes to announce, for and on behalf of HHH Co Pte. Ltd. (the "Offeror"), that the Offeror intends to make a voluntary conditional cash offer (the "Offer") for all the issued and paid-up ordinary shares (the "Shares") in the capital of Sin Ghee Huat Corporation Ltd. (the "Company") in accordance with Rule 15 of the Singapore Code on Take- overs and Mergers (the "Code").
   Further information on the Offeror is set out in paragraph 4 of this Announcement.
2. THE OFFER
   Subject to the terms and conditions of the Offer to be set out in the formal offer document to be issued by DBS for and on behalf of the Offeror (the "Offer Document"), the Offeror will make the Offer in accordance with Rule 15 of the Code on the following basis:
3. 1. Offer Shares. The Offer will be extended to all the Shares, including any Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in relation to the Offer (all such Shares, the "Offer Shares").

1

1. Offer Price. The consideration for each Offer Share will be as follows:
   For each Offer Share: S$0.27 in cash (the "Offer Price")
   The Offer Price is final and the Offeror does not intend to revise the Offer Price.
2. No Encumbrances. The Offer Shares are to be acquired (i) fully paid, (ii) free from all claims, charges, equities, mortgages, liens, pledges, encumbrances, rights of preemption and other third party rights and interests of any nature whatsoever, and (iii) together with all rights, benefits, entitlements and advantages attached thereto as at the date of this Announcement (the "Announcement Date"), and hereafter attaching thereto, including but not limited to the right to receive and retain all dividends, rights and other distributions declared, paid or made by the Company (collectively, the "Distributions") (if any), the Record Date for which falls on or after the Announcement Date. For the purpose of this Announcement, "Record Date" means, in relation to any Distributions, the date on which shareholders of the Company (the "Shareholders") must be registered with the Company or with The Central Depository (Pte) Limited ("CDP"), as the case may be, in order to participate in such Distributions.
   In the event of any such Distributions on or after the Announcement Date, the Offeror reserves the right to reduce the Offer Price payable to a Shareholder who validly accepts or has validly accepted the Offer by the amount of such Distribution.
3. Minimum Acceptance Condition. 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 any Offer Shares owned, controlled, acquired or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer but otherwise than through acceptances of the Offer, will result in the Offeror and the parties acting in concert with it holding more than 50% of the total number of issued Shares (excluding any Shares held in treasury) as at the close of the Offer (the "Minimum Acceptance Condition").
   As at the Announcement Date, the Offeror has received Irrevocable Undertakings (defined below) in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled, acquired or agreed to be acquired by the Offeror and parties acting in concert with it before or during the Offer, will result in the Offeror and the parties acting in concert with it holding more than 50% of the total number of issued Shares.
   Save for the Minimum Acceptance Condition, the Offer is unconditional in all other respects.
4. Further Details. Further details of the Offer will be set out in the Offer Document.
5. No Options Proposal. Based on the latest information available to the Offeror, there are no outstanding options to subscribe for new Shares ("Options") as at the Announcement Date. In view of the foregoing, the Offeror will not make an offer to acquire any Options.

2

3. IRREVOCABLE UNDERTAKINGS

3.1 Concert Parties' Irrevocable Undertakings. As at the Announcement Date, the Offeror has received undertakings (the "CP Irrevocable Undertakings") from:

1. Mr Low Chui Heng ("LCH") in respect of 12,345,476 Shares (representing approximately 5.56%1 of the Shares in issue); and
2. Mr Low Ah Hoo ("LAH") in respect of 7,728,800 Shares (representing approximately 3.48% of the Shares in issue);
   (collectively, the "Concert Parties"),

pursuant to which each of the Concert Parties has, inter alia, unconditionally and irrevocably undertaken to the Offeror to tender all of his respective Shares as set out above in acceptance of the Offer.

3.2 Third Party Irrevocable Undertakings. As at the Announcement Date, the Offeror has received undertakings (the "TP Irrevocable Undertakings") from the following shareholders:

1. 2GS Investment Pte. Ltd. ("2GS")2 in respect of 56,700,000 Shares held by it representing approximately 25.54% of the total number of issued Shares;
2. Mr Kua Peng Chuan ("KPC")3, 4 in respect of 11,382,000 Shares held by him representing approximately 5.13% of the total number of issued Shares;
3. Mr Kua Chee Hong ("KCH")5 in respect of 13,070,000 Shares held by him representing approximately 5.89% of the total number of issued Shares;
4. Ms Ler Bee Chin ("LBC") 6 in respect of 2,053,400 Shares held by her representing approximately 0.92% of the total number of issued Shares; and
5. Ms Kua Choo Suan ("KCS")7 in respect of 1,787,500 Shares held by her representing approximately 0.81% of the total number of issued Shares;
   (collectively, the "Third Party Shareholders"),

pursuant to which each of the Third Party Shareholders has, inter alia, unconditionally and irrevocably undertaken to the Offeror to tender all the respective Shares held by it/him/her as set out above in acceptance of the Offer.

3.3 Aggregate Holdings of Undertaking Shareholders. Pursuant to the CP Irrevocable Undertakings and the TP Irrevocable Undertakings, (collectively, the "Irrevocable Undertakings"), the aggregate number of Shares held by the abovementioned shareholders who have provided the Irrevocable Undertakings (the "Undertaking Shareholders") amounts to 105,067,176 Shares,

1. In this Announcement, unless the context otherwise requires, a reference to the total number of issued Shares is a reference to 222,000,000 Shares in issue as at the Announcement Date.
2. Kua Ghim Siong ("KGS"), the Chief Executive Officer of the Company, holds 17.5% shareholdings in 2GS and is the sole director of 2GS (refer to paragraph 5.3 below).
3. KPC is an Executive Director of the Company (refer to paragraph 5.3 below).
4. KGS and KPC are cousins.
5. KCH is the father of KPC.
6. LBC is the mother of KPC
7. KCS is the sister of KPC.

3

representing approximately 47.33% of the total number of issued Shares as at the Announcement Date.

1. Termination of Irrevocable Undertakings. Each of the Irrevocable Undertakings shall terminate, lapse or cease to have any effect upon the Offer being withdrawn for whatever reason other than a breach of the obligations of the Undertaking Shareholders under their respective Irrevocable Undertakings.
2. No Other Undertakings. Save for the Irrevocable Undertakings, as at the Announcement Date, neither the Offeror nor any parties acting in concert with it has received any undertakings from any other party to accept or reject the Offer.

4. INFORMATION ON THE OFFEROR

1. Offeror. The Offeror is a company incorporated in Singapore on 20 April 2018 and its principal activity is investment holding.
2. As at the Announcement Date, the Offeror has an issued and paid-up share capital of S$1,000,000.00 comprising 1,000,000 ordinary shares of which 500,000 shares are held by each of LCH and LAH. LCH and LAH are siblings and are also the two directors of the Offeror.
3. As at the Announcement Date, the Offeror holds in aggregate 44,755,867 Shares representing approximately 20.16% of the total number of Shares in issue (the "Current Shareholdings").

5. INFORMATION ON THE COMPANY

1. The Company. The Company is a company incorporated in Singapore on 7 March 1977, and was listed on the Mainboard of the Singapore Exchange Securities Trading Limited (the "SGX- ST") on 7 June 2007. The principal activity of the Company and its subsidiaries (collectively, the "Group") includes, inter alia, the manufacture, supply and distribution of stainless steel products.
2. Based on information available to the Offeror as at the Announcement Date, the Company has an issued and paid-up share capital of approximately S$47,367,000.00 comprising 222,000,000 issued Shares. As at the Announcement Date, the Company does not hold any Shares in treasury.
3. As at the Announcement Date, the Directors of the Company are as follows:
4. 1. Mr Goh Chee Wee (Non-Executive Chairman and Independent Director);
   2. KGS (Chief Executive Officer and Executive Director);
   3. KPC (Executive Director);
   4. Mr Hoon Tai Meng (Non-Executive and Independent Director);
   5. Mr Lim Lian Soon (Non-Executive and Independent Director); and
   6. LCH (Non-Executive and Non-Independent Director).

4

6. RATIONALE FOR THE OFFER

6.1 Opportunity for Shareholders to Realise their Investment in the Shares at a Premium Over Market Price without incurring Brokerage Costs. Against the uncertainties surrounding the long term impact of the COVID-19pandemic and a challenging outlook across the Company's businesses, the Offer represents an opportunity for Shareholders to realise their investment in the Shares at a premium over historical market prices without incurring brokerage and trading costs. The Offer Price represents a premium of approximately 58.8%, 58.8%, 59.8% and 48.4% over the volume-weightedaverage price ("VWAP") per Share for the one (1)-month,three (3)-month,six (6)-monthand 12- month periods, respectively, up to and including the Last Trading Day (as defined below). Please refer to paragraph 7 for more details.

Notes:

1. S$ figures (other than the Offer Price) are based on data extracted from Bloomberg L.P. on 20 April 2021, being the Last Trading Day, and rounded to the nearest three decimal places.
2. Premia rounded to the nearest one decimal place.

6.2 Low Trading Liquidity. The Offer provides Shareholders with an opportunity to realise their entire investment in the Shares which may not otherwise be readily available to Shareholders given the low trading liquidity of the Shares. The average daily trading volume of the Shares for the one (1)- month, three (3)-month, six (6)-month and 12-month periods up to and including the Last Trading Day are set out as follows:

							Average daily trading
	Description			Average daily trading			volume as a percentage
			volume			(%) of total number of
							issued Shares8
(a)	One (1)-month	230,284		0.104%
(b)	Three (3)-month	81,859		0.037%
(c)	Six (6)-month	44,034		0.020%
(d)	Twelve (12)-month	43,712		0.020%

8 Percentages are rounded to the nearest three (3) decimal places.

5