General Announcement::Tender Offer Exercise in respect of the outstanding 7.75 per cent. Notes due 2022

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON.

TUAN SING HOLDINGS LIMITED

(Incorporated in the Republic of Singapore on 13 March 1969)

(UEN/Company Registration No. 196900130M)

TENDER OFFER EXERCISE BY TUAN SING HOLDINGS LIMITED IN RESPECT OF THE OUTSTANDING 7.75 PER CENT. NOTES DUE 2022 (ISIN: SGXF36892523) COMPRISED IN SERIES 003 (THE "EXISTING NOTES") ISSUED PURSUANT TO THE S$900,000,000 MULTICURRENCY MEDIUM TERM NOTE PROGRAMME (THE "PROGRAMME")

The board of directors (the "Board") of Tuan Sing Holdings Limited (the " Issuer ") wishes to announce that it has today commenced an invitation (the "Invitation") to the holders of the Existing Notes (the "Noteholders") to offer to sell for cash to the Issuer (in an amount not exceeding the Maximum Acceptance Amount) at the Purchase Consideration (as defined below) all or some of the outstanding Existing Notes held by the Noteholders, subject to and upon the terms and conditions of the invitation memorandum dated 1 October 2021 (the "Invitation Memorandum"). The Issuer may, in its sole and absolute discretion, increase or decrease the Maximum Acceptance Amount.

In addition, the Board also wishes to announce the Issuer's intention to issue new Singapore dollar- denominated fixed rate notes (the "New Notes") under the Programme. The purchase of any Existing Notes by the Issuer pursuant to the Invitation is subject to, without limitation, the pricing of the New Notes on or prior to the Expiration Deadline (as defined below).

Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meaning as set out in the Invitation Memorandum.

1. Background to the Invitation

1. The purpose of the Invitation is part of the strategy of the Issuer and its subsidiaries (the "Group") to actively manage its debt capital structure by improving and extending its debt maturity profile and optimising financing costs. The Invitation, in conjunction with the New Notes, will also provide existing noteholders with an opportunity to remain invested in the Group.
2. To recognise and reward the Noteholders who have supported and would like to continue supporting the Group through their investments, the Issuer will give priority to the existing Noteholders who wish to take part in both the Invitation and the New Notes, effectively facilitating the roll-over of their investments into the New Notes. Please see paragraphs 5.2 and 6 below for more details.

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2. Summary of the salient terms of the Invitation and indicative terms of the proposed New Notes

Issuer	Tuan Sing Holdings Limited.
	INVITATION

Existing Notes	7.75 per cent. Notes due 2022 comprised in Series 003 (ISIN:
	SGXF36892523).
Maturity Date	19 May 2022.
Dealer Managers	Credit Suisse (Singapore) Limited, DBS Bank Ltd. and United Overseas
	Bank Limited.
Tender Agent	Tricor Barbinder Share Registration Services (a division of Tricor
	Singapore Pte. Ltd.).
Principal Amount	S$65,000,000.
Outstanding
Maximum	A maximum aggregate principal amount equal to the aggregate principal
Acceptance	amount of the New Notes to be issued or such higher or lower amount as
Amount	the Issuer may, in its sole and absolute discretion, decide.
Purchase	Tender Price: 102 per cent. of the principal amount of the Existing Notes.
Consideration	All-inPurchase Consideration: An amount in cash equal to the sum of
	(a) 102 per cent. of the principal amount of the Existing Notes accepted
	by the Issuer for purchase pursuant to the Invitation, being S$255,000 for
	each S$250,000 in principal amount of the Existing Notes and (b)
	accrued and unpaid interest on the Existing Notes from (and including)
	the last preceding interest payment date prior to the Settlement Date to
	(but excluding) the Settlement Date.
Amount of Existing	Subject as set out herein, an aggregate principal amount of the Existing
Notes subject to	Notes such that the total amount payable for such Existing Notes
the Invitation	(excluding any accrued interest) is no greater than Maximum Acceptance
	Amount (as defined below).
	In the event that the aggregate principal amount of the Offered Notes (as
	defined below) exceeds the amount of the Maximum Acceptance
	Amount, the Issuer intends, but is not obliged, to:
	(a)	accept for purchase all Priority Tendered Notes (as defined
		below) in full, with no balloting; and
	(b)	(in the case of the aggregate principal amount of the Priority
		Tendered Notes not exceeding the Final Acceptance Amount (as
		defined below)) accept offers to sell in respect of some, but not
		all, of the Non-Priority Tendered Notes (as defined below) which
		shall have been drawn by ballot by the Tender Agent on behalf of
		the Issuer in such manner as the Issuer may in its sole discretion

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determine, such that the aggregate principal amount of the Offered Notes to be purchased by the Issuer does not exceed the Maximum Acceptance Amount.

PROPOSED ISSUE OF THE NEW NOTES

Indicative terms for the New Notes will be available from the Dealer Managers (each in its capacity as a manager of the issue of the New Notes) in advance of the pricing of the New Notes. Information set out below is indicative only, not complete and subject to change and is non-binding on the Dealer Managers and the Issuer. Terms for the New Notes will only be finalised at the time of pricing of the New Notes and described in the final version of the Pricing Supplement. Noteholders should further note that they will not be entitled to revoke their Tender Application Forms as a result of the actual pricing for the New Notes, which is to be announced via Bloomberg and on the website of the SGX-ST at www.sgx.com following the pricing of the New Notes, whether or not this is consistent with, or differs from, the indicative terms available in advance of the pricing of the New Notes.

Joint	Lead	Credit Suisse (Singapore) Limited, DBS Bank Ltd. and United Overseas
Managers		Bank Limited.
Series/Tranche	004/001.
Currency		Singapore dollars.
Issue Size		To be determined at the time of pricing of the New Notes.
Tenor		To be determined at the time of pricing of the New Notes.
Issue Price		100 per cent.
Coupon		To be determined at the time of pricing of the New Notes.
Interest Basis		Fixed Rate, semi-annual.
Other Terms		In accordance with the Programme including that pursuant to:

1. Condition 5(e)(ii) of the terms and conditions of the New Notes, a
   "Change of Shareholding Event" will occur when Ms Michelle
   Liem Mei Fung, Mr William Nursalim alias William Liem and Mr Tan Enk Ee and their respective Immediate Family Members (as defined in the terms and conditions of the Notes) cease to own in aggregate (whether directly or indirectly) at least 40 per cent. of the issued share capital of the Issuer. Upon the occurrence of a Change of Shareholding Event, the Issuer shall, at the option of the holder of any New Note, redeem such New Note at its redemption amount, together with interest accrued to (but excluding) the date fixed for redemption (subject to the terms and conditions of the New Notes); and
2. Condition 5(e)(iii) of the terms and conditions of the New Notes, in the event that (a) the shares of the Issuer cease to be traded on the SGX-ST or (b) trading in the shares of the Issuer on the SGX-ST is suspended for a continuous period of more than 14 days (other than by reason of holiday, statutory or otherwise), the

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Issuer shall, at the option of the holder of any New Note, redeem such New Note at its redemption amount together with interest accrued to (but excluding) the date fixed for redemption on any date on which interest is due to be paid on such New Notes or, if earlier, the date falling 30 days after (in the case of (a)) the date of cessation of trading or (in the case of (b)) the business day immediately following the expiry of such continuous period of 14 days.

Use of Proceeds The net proceeds arising from the issue of the New Notes (after deducting issue expenses) will be used for financing the aggregate purchase price for the Existing Notes validly tendered and accepted for purchase by the Issuer, and for property development and investment, refinancing of indebtedness, as well as for general corporate purposes of the Issuer and/or its subsidiaries, including financing acquisitions, investments and/or asset enhancement works, and general working capital requirements of the Issuer and/or its subsidiaries.

INDICATIVE TIMELINE

Date and Time

Event

1 October 2021 Invitation launched and announcement is made via SGXNet.

9.00a.m. Commencement of period during which Noteholders may submit Tender

(Singapore time)	Application Forms to the Tender Agent (if delivered by hand or sent by
	prepaid registered post) at the postal address specified below between
	9.00 a.m. to 5.00 p.m. (Singapore time) from Mondays to Fridays
	(excluding public holidays) or (if sent electronically via email) at the email
	address specified below. As soon as practicable thereafter, the Invitation
	Memorandum is despatched to Direct Participants with an address in
	Singapore and made available to Noteholders at the specified office of
	the Tender Agent, with prior appointment.

Subject to	market	Announcement of the pricing of New Notes to be issued by the Issuer
conditions,	on	or	pursuant to the New Issue and the Maximum Acceptance Amount.
about	7	October	Where the Issuer exercises its discretion to increase or decrease the
2021	(the	"New
Maximum Acceptance Amount, further announcement via SGXNet will
Issue		Pricing
	be made by or on behalf of the Issuer as soon as reasonably practicable
Date")
			after any such relevant decision is made.
On or	following	the	New Note Allocation and provision of New Note Allocation Identifier and
New	Issue	Pricing	New Note Allocation Amount (if applicable) to the relevant Noteholders.
Date
14 October 2021		Expiration Deadline.

10.00a.m. Last time for Noteholders to submit a Tender Application Form to the

(Singapore time)		Tender Agent to make an offer to sell their Existing Notes.
As	soon	as	Announcement of results of Invitation process via SGXNet. The Issuer
reasonably		announces (i) the aggregate principal amount of the Existing Notes
practicable after the	accepted for purchase by the Issuer pursuant to the Invitation and (if
Expiration Deadline	balloting of the Offered Notes is required) that balloting has been

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(expected	to	be	on	conducted as the total amount of Offered Notes received is in excess of
or about 14 October	the Maximum Acceptance Amount, and (ii) the aggregate principal
2021)				amount of the Existing Notes outstanding following the completion of the
					Invitation.
On	or	about	15	Settlement Date.
October 2021.			Subject to the Tender Settlement Conditions having been met, payment
					of the Purchase Consideration in respect of the Final Accepted Notes.
On	or about	18		Issuer issues the New Notes pursuant to the New Issue.
October 2021

The Invitation and the timeline above are subject to the provisions as to the re-opening, extension, amendment and/or waiver of any condition of or the termination of the Invitation as set out in the Invitation Memorandum.

3. Commencement and expiry of the Invitation

1. The Invitation will commence at 9.00 a.m. (Singapore time) on 1 October 2021 and will expire at 10.00 a.m. (Singapore time) on 14 October 2021 (such date and time, the "Expiration Deadline") unless the period for the Invitation is extended or earlier terminated.
2. After the Expiration Deadline, a Noteholder will not be able to submit any Offer to Sell.
3. Subject as provided in the Invitation Memorandum, the Issuer may, in its sole and absolute discretion, re-open, extend, amend and/or waive any condition of or terminate the Invitation at any time. Details of any such re-opening, extension, amendment and/or waiver or termination will be announced whenever applicable via SGXNet as soon as reasonably practicable after the relevant decision is made.
4. Noteholders are advised to check with the bank, securities broker, CDP or other intermediary through which they hold their Notes whether such intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out in this announcement or in the Invitation Memorandum.

4. The Invitation

1. The Issuer is inviting the Noteholders to offer to sell for cash to the Issuer (in an amount not exceeding the Maximum Acceptance Amount) at the Purchase Consideration all or some of the outstanding Existing Notes held by the Noteholders, subject to and upon the terms and conditions of the Invitation Memorandum.
2. An offer to sell can only be made by the submission of a validly completed Tender Application Form by a Noteholder to the Tender Agent by email, by prepaid post or by hand on or prior to the Expiration Deadline. The Issuer or the Tender Agent acting on the instruction of the Issuer will be entitled to reject any Tender Application Form which does not comply with the procedures set out in the Invitation Memorandum and/or the instructions printed on the Tender Application Form or which is otherwise illegible, incomplete, incorrectly completed or invalid in any respect.
   Notwithstanding any other provision of the Invitation Memorandum, whether the Issuer accepts any and all offers to sell from Noteholders is at its sole and absolute discretion and the Issuer has the sole discretion to decide not to accept offers to sell for any reason. In addition, the Issuer may, at its sole and absolute discretion, accept any offers to sell made after the Expiration Deadline without extending the Expiration Deadline.

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