Hup Soon Global Corporation Limited (Incorporated in Singapore) ( Company Registration No Z)

Transcription

1 CIRCULAR DATED 30 AUGUST 2012 FOR INFORMATION ONLY THIS CIRCULAR (AS DEFINED HEREIN) IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS (AS DEFINED HEREIN) AND THE ADVICE OF CIMB BANK BERHAD, SINGAPORE BRANCH. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Hup Soon Global Corporation Limited ( Hup Soon ). If you are in any doubt in relation to this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. If you have sold or transferred all your Shares (as defi ned herein), you should immediately forward this Circular to the purchaser or transferee of the Shares, as the case may be, or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This Circular has been prepared by Hup Soon and its contents have been reviewed by Hup Soon s sponsor, CIMB Bank Berhad, Singapore Branch (the Sponsor or CIMB ), for compliance with the Singapore Exchange Securities Trading Limited ( SGX-ST ) Listing Manual Section B: Rules of Catalist ( Listing Manual ). This Circular has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. The Sponsor has not independently verifi ed the contents of this Circular. Save for the letters issued by CIMB in its capacity as the independent fi nancial adviser to the Independent Directors (as defi ned herein) as set out in Appendix I and Appendix V to this Circular, the Sponsor assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Ms Tan Cher Ting, Director, Corporate Finance, CIMB Bank Berhad, Singapore Branch, at 50 Raffl es Place, #09-01 Singapore Land Tower, Singapore , Telephone: Hup Soon Global Corporation Limited (Incorporated in Singapore) ( Company Registration No Z) CIRCULAR TO SHAREHOLDERS in relation to the MANDATORY UNCONDITIONAL CASH OFFER BY OVERSEA-CHINESE BANKING CORPORATION LIMITED (Incorporated in Singapore) ( Company Registration No W) for and on behalf of SPEI HOLDINGS PRIVATE LIMITED (Incorporated in Singapore) (Company Registration No E) to acquire all of the issued and paid-up ordinary shares in the capital of Hup Soon other than those already owned, controlled or agreed to be acquired by Spei Holdings Private Limited and parties acting in concert with it Independent Financial Adviser to the Independent Directors CIMB BANK BERHAD (13491-P) SINGAPORE BRANCH (Incorporated in Malaysia) SHAREHOLDERS SHOULD NOTE THAT THE OFFER DOCUMENT STATES THAT ACCEPTANCES SHOULD BE RECEIVED BY 5.30 P.M. (SINGAPORE TIME) ON 13 SEPTEMBER 2012 OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR.

2 CONTENTS PAGE DEFINITIONS... 2 SUMMARY TIMETABLE... 7 SUMMARY PROCEDURES FOR ACCEPTANCE... 8 LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS 1. BACKGROUND THE OFFER MALAYSIA OFFER NO UNDERTAKINGS INFORMATION ON THE OFFEROR OFFEROR S RATIONALE AND INTENTIONS DIRECTORS INTERESTS ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER OVERSEAS SHAREHOLDERS ACTION TO BE TAKEN INFORMATION PERTAINING TO CPFIS INVESTORS DIRECTORS RESPONSIBILITY STATEMENT APPENDIX I LETTER FROM CIMB TO THE INDEPENDENT DIRECTORS APPENDIX II ADDITIONAL GENERAL INFORMATION APPENDIX III APPENDIX IV APPENDIX V PROVISIONS IN THE ARTICLES RELATING TO THE RIGHTS OF SHAREHOLDERS IN RESPECT OF CAPITAL, DIVIDENDS AND VOTING (A) REPORT OF E&Y IN RELATION TO THE REVIEW OF THE INTERIM CONDENSED FINANCIAL STATEMENTS OF THE HUP SOON GROUP FOR HY2012 (B) INTERIM CONDENSED FINANCIAL STATEMENTS OF THE HUP SOON GROUP FOR HY LETTER FROM CIMB IN RELATION TO THE REVIEW OF THE INTERIM CONDENSED FINANCIAL STATEMENTS OF THE HUP SOON GROUP FOR HY APPENDIX VI VALUATION REPORTS

3 DEFINITIONS Except where the context otherwise requires, the following defi nitions apply throughout this Circular: GENERAL Acquisitions : Has the meaning ascribed to it in Section 1.1(a) of this Circular Act : The Companies Act (Chapter 50 of Singapore) Articles : The articles of association of Hup Soon Awards : Outstanding share awards granted pursuant to the Share Awards (if any) Board : Board of Directors of Hup Soon as at the Latest Practicable Date Circular : This circular to Shareholders in relation to the Offer enclosing, inter alia, the recommendation of the Independent Directors and the IFA Letter Closing Date : 5.30 p.m. (Singapore time) on 13 September 2012 or such later date(s) as may be announced from time to time by or on behalf of the Offeror, being the last day for the lodgement of acceptances for the Offer Code : The Singapore Code on Take-overs and Mergers Convertible Securities : Securities convertible or exchangeable into new shares or existing shares CPF Agent Banks : Agent banks included under the CPFIS CPFIS : Central Provident Fund Investment Scheme CPFIS Investors : Investors who have purchased Shares using their CPF contributions pursuant to the CPFIS Derivatives : Includes any fi nancial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security or securities Directors : The directors of Hup Soon as at the Latest Practicable Date FAA : Form of Acceptance and Authorisation, which is applicable to Shareholders whose Offer Shares are deposited with CDP and which forms part of the Offer Document FAT : Form of Acceptance and Transfer, which is applicable to Shareholders whose Offer Shares are registered in their own names in the Register and which forms part of the Offer Document FY : Financial year ended 31 December HY : Financial period of six (6) months ended 30 June 2

4 IFA Letter : The letter dated 30 August 2012 from CIMB to the Independent Directors in respect of the Offer as set out in Appendix I to this Circular Independent Directors : The Directors who are considered independent for the purposes of making recommendations to the Shareholders in respect of the Offer, namely Mr. Philip Eng Heng Nee, Professor Tan Chin Tiong, Mr. Yap Chee Keong and Mr. Zulkifl i Bin Baharudin Interested Person : As defi ned in the Note on Rule of the Code, an Interested Person, in relation to a company, is: (a) (b) (c) (d) (e) (f) a director, chief executive offi cer, or substantial shareholder of the company; the immediate family of a director, the chief executive offi cer, or a substantial shareholder (being an individual) of the company; the trustees, acting in their capacity as such trustees, of any trust of which a director, the chief executive officer or a substantial shareholder (being an individual) and his immediate family is a benefi ciary; any company in which a director, the chief executive offi cer or a substantial shareholder (being an individual) together and his immediate family together (directly or indirectly) have an interest of 30% or more; any company that is the subsidiary, holding company or fellow subsidiary of the substantial shareholder (being a company); or any company in which a substantial shareholder (being a company) and any of the companies listed in (e) above together (directly or indirectly) have an interest of 30% or more Latest Practicable Date : 22 August 2012, being the latest practicable date prior to the printing of this Circular Listing Manual : The SGX-ST Listing Manual Section B: Rules of Catalist, as amended up to the Latest Practicable Date Malaysia Code : The Malaysian Code on Take-overs and Mergers 2010 Malaysia Offer : Has the meaning ascribed to it in Section 3 of this Circular Malaysia Offer Shares : Has the meaning ascribed to it in Section 3 of this Circular Market Day : A day on which the SGX-ST or Bursa Malaysia, as the case may be, is open for trading of securities Offer : The mandatory unconditional cash offer made by OCBC, for and on behalf of the Offeror, to acquire the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT Offer Announcement : The announcement of the Offer released by OCBC, for and on behalf of the Offeror, on the Offer Announcement Date 3

5 Offer Announcement Date : 26 July 2012 Offer Document : The offer document dated 16 August 2012 issued by OCBC, for and on behalf of the Offeror, including the FAA and the FAT, and any other document(s) which may be issued by or on behalf of the Offeror to supplement or update such offer document from time to time Offer Price : S$0.10 in cash for each Offer Share Offer Shares : All the Shares to which the Offer relates, as more particularly defi ned in Section 2.2 of the Offer Document and described in Section 2.2(a) of this Circular Options : Options to subscribe for or purchase new shares or existing shares Overseas Shareholders : Has the meaning ascribed to it in Section 9 of this Circular Register : The register of holders of Shares, as maintained by the Registrar RM : Malaysian ringgit S$ : Singapore dollars Securities Account : A securities account maintained by a depositor with CDP but does not include a securities sub-account Securities and Futures Act : The Securities and Futures Act (Chapter 289 of Singapore) Share Awards : The Hup Soon Global Performance Share Plan and the Hup Soon Global Restricted Share Plan which were approved by the Shareholders on 29 April 2008 Shareholders : Holders of Offer Shares, including persons whose Offer Shares are deposited with CDP Shares : Issued and paid-up ordinary shares in the capital of Hup Soon THB : Thai baht US$ and US cents : United States dollars and cents, respectively Valuation Reports : The letters and valuation certifi cates from the Valuers as set out in Appendix V I to this Circular Warrants : Rights to subscribe for or purchase new shares or existing shares % or per cent. : Per centum or percentage COMPANIES/ORGANISATIONS ATC : Anglo-Thai Company Limited BTL : Borneo Technical (Thailand) Limited Bursa Malaysia : Bursa Malaysia Securities Berhad CDP : The Central Depository (Pte) Limited 4

6 CIMB : CIMB Bank Berhad, Singapore Branch CPF : Central Provident Fund E&Y : Ernst & Young LLP Hup Soon : Hup Soon Global Corporation Limited Hup Soon Group : Hup Soon, its subsidiaries and associated companies OCBC : Oversea-Chinese Banking Corporation Limited OCBC Malaysia : OCBC Advisers (Malaysia) Sdn Bhd Offeror : Spei Holdings Private Limited OSK : OSK Investment Bank Berhad Registrar : M & C Services Private Limited SGX-ST : Singapore Exchange Securities Trading Limited SIC : Securities Industry Council of Singapore Valuers : S. T. Hui & Associates, KGV International Property Consultants (M) Sdn Bhd, and Knight Frank Chartered (Thailand) Company Limited YIB : Yokohama Industries Berhad Unless otherwise defi ned, the term acting in concert shall have the meaning ascribed to it in the Code. The term depositor and Depository Register shall have the meanings ascribed to them respectively in the Act. The terms subsidiary and related corporation shall have the meanings ascribed to them respectively in Section 5 and Section 6 of the Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing one gender shall include the other gender. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned in the Act, the Listing Manual or the Code or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Act, the Listing Manual or the Code or any statutory modifi cation thereof, as the case may be, unless the context otherwise requires. Any reference to a time of day and date in this Circular is made by reference to Singapore time and date respectively, unless otherwise stated. Any discrepancies in this Circular between the listed amounts and the total thereof are due to rounding. Accordingly, fi gures may have been adjusted to ensure that totals refl ect an arithmetic aggregation of the fi gures that precede them, as the case may be. Statements which are reproduced in their entirety from the Offer Document, the IFA Letter and the Articles are set out in this Circular within quotes and in italics and capitalised terms used within these reproduced statements bear the meanings ascribed to them in the Offer Document, the IFA Letter and the Articles respectively. 5

7 In this Circular, the issued and paid-up share capital of Hup Soon as at the Latest Practicable Date was S$101,216, comprising 364,354,387 issued Shares (including 80,000 treasury shares). Forward-looking Statements All statements other than statements of historical facts included in this Circular are or may be forwardlooking statements. Forward-looking statements include but are not limited to those using words such as seek, expect, anticipate, estimate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements refl ect Hup Soon s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forwardlooking statements. Shareholders should not place undue reliance on such forward-looking statements, and neither Hup Soon nor CIMB assumes any obligation to update publicly or revise any forward-looking statement. 6

8 SUMMARY TIMETABLE Date of despatch of Offer Document : 16 August 2012 Closing Date : 5.30 p.m. (Singapore time) on 13 September 2012, or such later date(s) as may be announced from time to time by or on behalf of the Offeror, being the last day for lodgement of acceptances for the Offer Date of settlement of consideration for valid acceptances of the Offer (1) : Within 10 days after receipt of such acceptances Note: (1) Please refer to Section 2 of Appendix 1 to the Offer Document for further details. 7

9 SUMMARY PROCEDURES FOR ACCEPTANCE The following is a summary of the procedures for the approval and acceptance of the Offer containing extracts reproduced from Appendix 2 to the Offer Document. This summary should be read in conjunction with, and in the context of, Appendix 2 to the Offer Document. 1. OFFER 1.1 Depositors Depositors whose Securities Accounts are credited with Offer Shares. If you have Offer Shares standing to the credit of the Free Balance of your Securities Account, you should receive this Offer Document together with the FAA. If you do not receive the FAA, you may obtain such FAA upon production of satisfactory evidence that you are a Shareholder from The Central Depository (Pte) Limited at 4 Shenton Way, #02-01, SGX Centre 2, Singapore Acceptance. If you wish to accept the Offer, you should: (1) complete the FAA in accordance with this Offer Document and the instructions printed on the FAA. In particular: (a) (b) (c) Acceptance in respect of all Offer Shares If you wish to accept the Offer in respect of all Offer Shares standing to the credit of the Free Balance of your Securities Account, you can either state All or insert the number of Offer Shares already standing to the credit of the Free Balance of your Securities Account in respect of which the Offer is accepted in Part A on page 1 of the FAA. Acceptance in respect of some Offer Shares If you wish to accept the Offer in respect of some but not all Offer Shares standing to the credit of the Free Balance of your Securities Account, please insert in Part A on page 1 of the FAA the number of Offer Shares already standing to the credit of the Free Balance of your Securities Account in respect of which the Offer is accepted. No Acceptance If you do not wish to accept the Offer, you do not need to take any action. If you leave Part A on page 1 of the FAA blank or specify a number which exceeds the number of Offer Shares standing to the credit of the Free Balance of your Securities Account as of 5.00 p.m. (Singapore time) on the date of receipt of the FAA by CDP (the Date of Receipt ), or in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. (Singapore time) on the Closing Date (provided always that the Date of Receipt must fall on or before the Closing Date), you shall be deemed to have accepted the Offer in respect of all the Offer Shares already standing to the credit of the Free Balance of your Securities Account as at 5.00 p.m. (Singapore time) on the Date of Receipt or, in the case where the Date of Receipt is on the Closing Date, as at 5.30 p.m. (Singapore time) on the Closing Date; (2) sign the FAA in accordance with this Appendix 2 and the instructions printed on the FAA; and (3) deliver the completed and signed FAA: (a) by hand to Spei Holdings Private Limited c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01, SGX Centre 2, Singapore ; or 8

10 (b) by post, in the enclosed pre-addressed envelope at your own risk, to Spei Holdings Private Limited c/o The Central Depository (Pte) Limited, Robinson Road Post Offi ce, P.O. Box 1984, Singapore , in either case so as to arrive not later than 5.30 p.m. (Singapore time) on the Closing Date. If the completed and signed FAA is delivered by post to the Offeror, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affix adequate postage on the said envelope if posting outside of Singapore. If you have sold or transferred all your Offer Shares held through CDP, you need not forward this Offer Document and the accompanying FAA to the purchaser or transferee, as CDP will arrange for a separate Offer Document and FAA to be sent to the purchaser or transferee. If you are a depository agent as defi ned under Section 130A of the Companies Act, you may accept the Offer via the SGX-SSH service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents ( Electronic Acceptance ). Such Electronic Acceptances must be submitted not later than 5.30 p.m. on the Closing Date. CDP has been authorised by the Offeror to receive Electronic Acceptances on its behalf. Such Electronic Acceptances submitted will be deemed irrevocable and subject to each of the terms and conditions contained in the FAA and this Offer Document as if the FAA has been completed and delivered to CDP Depositors whose Securities Accounts will be credited with Offer Shares. If you have purchased Offer Shares on the SGX-ST after the Despatch Date and such Offer Shares are in the process of being credited to the Free Balance of your Securities Account, you should also receive this Offer Document together with the FAA. If you do not receive the FAA, you may obtain such FAA upon production of satisfactory evidence that you have purchased the Offer Shares on the SGX-ST from The Central Depository (Pte) Limited at 4 Shenton Way, #02-01, SGX Centre 2, Singapore Acceptance. If you wish to accept the Offer, you should, after the Free Balance of your Securities Account has been credited with such number of Offer Shares: (1) complete and sign the FAA in accordance with paragraph of this Appendix 2 and the instructions printed on the FAA; and (2) deliver the completed and signed FAA: (a) (b) by hand to Spei Holdings Private Limited c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01, SGX Centre 2, Singapore ; or by post, in the enclosed pre-addressed envelope at your own risk, to Spei Holdings Private Limited c/o The Central Depository (Pte) Limited, Robinson Road Post Offi ce, P.O. Box 1984, Singapore , in either case so as to arrive not later than 5.30 p.m. (Singapore time) on the Closing Date. If the completed and signed FAA is delivered by post to the Offeror, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affix adequate postage on the said envelope if posting outside of Singapore. Rejection. If upon receipt by CDP, on behalf of the Offeror, of the FAA, it is established that such Offer Shares have not been credited to the Free Balance of your Securities Account (as, for example, where you sell or have sold such Offer Shares), your acceptance will be rejected and none of CDP, OCBC and the Offeror accepts any responsibility or liability for such a rejection, including the consequences of such a rejection. 9

11 If you purchase Offer Shares on the SGX-ST on a date close to the Closing Date, your acceptance in respect of such Offer Shares will be rejected if the Free Balance of your Securities Account is not credited with such Offer Shares by 5.00 p.m. (Singapore time) on the Date of Receipt or 5.30 p.m. (Singapore time) on the Closing Date (if the FAA is received by CDP on the Closing Date). None of CDP, OCBC and the Offeror accepts any responsibility or liability for such a rejection, including the consequences of such a rejection Depositors whose Securities Accounts are and will be credited with Offer Shares. If you have Offer Shares credited to your Securities Account, and have purchased additional Offer Shares on the SGX-ST which are in the process of being credited to your Securities Account, you may accept the Offer in respect of the Offer Shares standing to the credit of the Free Balance of your Securities Account and may accept the Offer in respect of the additional Offer Shares purchased which are in the process of being credited to your Securities Account only after the Free Balance of your Securities Account has been credited with such number of Offer Shares General. No acknowledgement will be given for submissions of the FAA made by hand or by post to CDP or deposited into boxes located at CDP s premises. All communications, notices, documents and remittances to be delivered or sent to you will be sent by ordinary post at your risk to your address as it appears in the records of CDP. For reasons of confi dentiality, CDP will not entertain telephone enquiries relating to the number of Offer Shares credited to your Securities Account. You can verify such number through CDP Online if you have registered for the CDP Internet Access Service or through CDP Phone Service if you have a T-PIN Suspense Account. Upon receipt of the FAA which is complete and valid in all respects, CDP will transfer the Offer Shares in respect of which you have accepted the Offer from the Free Balance of your Securities Account to a Suspense Account. Such Offer Shares will be held in the Suspense Account until the consideration for such Offer Shares has been despatched to you Offer Notification. If you have accepted the Offer in accordance with the provisions contained herein and in the FAA, CDP will send you a notifi cation letter stating the number of Offer Shares debited from your Securities Account together with payment of the Offer Price by way of a S$ cheque drawn on a bank in Singapore for the appropriate amount, or in such manner as you may have agreed with CDP for the payment of any cash distributions, at your own risk No Securities Account. If you do not have any existing Securities Account in your own name at the time of acceptance of the Offer, your acceptance as contained in the FAA will be rejected. 1.2 Scrip Holders Shareholders whose Offer Shares are not deposited with CDP. If you hold Offer Shares which are not deposited with CDP ( in scrip form ), you should receive this Offer Document together with the FAT Acceptance. If you wish to accept the Offer, you should: (1) complete the FAT in accordance with this Offer Document and the instructions printed on the FAT. In particular: (a) Acceptance in respect of all Offer Shares If you wish to accept the Offer in respect of all Offer Shares represented by the share certifi cate(s) accompanying the FAT, you can either state All or insert the number of Offer Shares in respect of which the Offer is accepted in Part A on page 1 of the FAT and state in Part B the share certifi cate number(s) of the relevant share certifi cate(s). 10

12 (b) (c) Acceptance in respect of some Offer Shares If you wish to accept the Offer in respect of some but not all Offer Shares represented by the share certifi cate(s) accompanying the FAT, please insert in Part A on page 1 of the FAT the number of Offer Shares in respect of which the Offer is accepted and state in Part B the share certifi cate number(s) of the relevant share certifi cate(s). No Acceptance If you do not wish to accept the Offer, you do not need to take any action. If you leave Part A of the FAT blank or specify a number in Part A of the FAT which exceeds the number of Offer Shares represented by the attached share certifi cate(s), you shall be deemed to have accepted the Offer in respect of all the Offer Shares represented by the share certifi cate(s) accompanying the FAT; (2) sign the FAT in accordance with this Appendix 2 and the instructions printed on the FAT; and (3) deliver: (a) (b) (c) the completed and signed FAT in its entirety (no part may be detached or otherwise mutilated); the share certificate(s), other document(s) of title and/or other relevant document(s) required by the Offeror relating to the Offer Shares in respect of which you wish to accept the Offer. If you are recorded in the Register as holding Offer Shares but do not have the relevant share certifi cate(s) relating to such Offer Shares, you, at your own risk, are required to procure the Company to issue such share certificate(s) in accordance with the Memorandum and Articles of Association of the Company and then deliver such share certifi cate(s) in accordance with the procedures set out in this Offer Document and the FAT; and where such Offer Shares are not registered in your name, a transfer form, duly executed by the person in whose name such share certifi cate(s) is/are registered and stamped, with the particulars of transferee left blank (to be completed by the Offeror or a person authorised by it), by hand to Spei Holdings Private Limited c/o M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Offi ce, Singapore , or by post, in the enclosed pre-addressed envelope at your own risk, to Spei Holdings Private Limited c/o M & C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Offi ce, Singapore , in either case so as to arrive not later than 5.30 p.m. (Singapore time) on the Closing Date. If the completed and signed FAT is delivered by post to the Offeror, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affi x adequate postage on the said envelope if posting outside of Singapore Receipt. No acknowledgement of receipt of any FAT, share certifi cate(s) or any other document(s) will be given by the Offeror or the Registrar. 11

13 2. GENERAL 2.1 Disclaimer. The Offeror, OCBC, CDP and M & C Services (as the case may be) will be entitled, at their sole and absolute discretion, to reject or treat as valid, any acceptance which does not comply with the terms of this Offer Document and the FAA and/or FAT, as the case may be, or which is otherwise incomplete, incorrect or invalid in any respect. If you wish to accept the Offer, it is your responsibility to ensure that the FAA and/or the FAT, as the case may be, is properly completed in all respects, submitted with original signature(s) and that all required documents are provided. Any decision to reject any acceptance will be fi nal and binding and none of the Offeror, OCBC, CDP and M & C Services accepts any responsibility or liability for such a rejection, including the consequences of such a rejection. 2.2 Discretion. The Offeror and OCBC each reserves the right to treat acceptances of the Offer as valid if received by or on behalf of either of them at any place or places determined by them otherwise than as stated in this Offer Document or in the FAA and/or the FAT, as the case may be, or if made otherwise than in accordance with the provisions of this Offer Document and in the FAA and/or the FAT, as the case may be. 2.3 Scrip and Scripless Offer Shares. If you hold some Offer Shares in scrip form and others with CDP, you should complete the FAT for the former and the FAA for the latter in accordance with the respective procedures set out in this Appendix 2 if you wish to accept the Offer in respect of all such Offer Shares. 2.4 Acceptances received on Saturday, Sunday or Public Holiday. Acceptances in the form of the FAA and/or FAT received by the Offeror, CDP and/or the Registrar, on a Saturday, Sunday or public holiday will only be processed and validated on the next business day. 2.5 Deposit Time. If you hold Offer Shares in scrip form, the Offer Shares may not be credited into your Securities Account with CDP in time for you to accept the Offer if you were to deposit your share certifi cate(s) with CDP after the Despatch Date. If you wish to accept the Offer in respect of such Offer Shares, you should complete the FAT and follow the procedures set out in paragraph 1.2 of this Appendix Correspondences. All communications, notices, documents and remittances to be delivered or sent to you (or in the case of scrip holders, your designated agent or, in the case of accepting joint Shareholders who have not designated any agent, to the one fi rst named in the Register, as the case may be) will be sent by ordinary post to your address as it appears in the records of CDP or M & C Services, as the case may be, at the risk of the person entitled thereto (or for the purposes of remittances only, to such different name and addresses as may be specifi ed by you in the FAT at your own risk). 2.7 Evidence of Title. Delivery of the duly completed and signed FAA and/or FAT to CDP and/or M & C Services and/or the Offeror, as the case may be, shall be conclusive evidence in favour of CDP, M & C Services and/or the Offeror of the right and title of the person signing it to deal with the same and with the Offer Shares to which it relates. 12

14 HUP SOON GLOBAL CORPORATION LIMITED (Incorporated in Singapore) (Company Registration No Z) LETTER TO SHAREHOLDERS FROM THE BOARD OF DIRECTORS Board of Directors: Registered Office: Mr. Timothy Chia Chee Ming 15 Scotts Road Mr. Timothy Yong Wei Hsien #04-08 Thong Teck Building Mr. Philip Eng Heng Nee Singapore Professor Tan Chin Tiong Mr. Yap Chee Keong Mr. Zulkifl i Bin Baharudin 30 August 2012 To : The Shareholders of Hup Soon Dear Sir/Madam MANDATORY UNCONDITIONAL CASH OFFER BY OCBC, FOR AND ON BEHALF OF THE OFFEROR, FOR THE OFFER SHARES 1. BACKGROUND 1.1 The Acquisitions On the Offer Announcement Date, OCBC, for and on behalf of the Offeror, announced that: (a) (b) on the Offer Announcement Date, the Offeror entered into a share purchase agreement with Islandwide Investment Limited to acquire 66,026,600 Shares, representing approximately per cent. of the Shares, for a cash consideration of S$0.10 per Share. On the same date, the Offeror also entered into a separate share purchase agreement with Viewsmart Profi ts Limited to acquire 56,849,198 Shares, representing approximately per cent. of the Shares, for a cash consideration of S$0.10 per Share (together with the foregoing acquisition, the Acquisitions ). As a consequence of the Acquisitions, the aggregate interest of the Offeror and the other Relevant Persons (as defi ned in paragraph 10.1(i) of the Offer Announcement) increased from 167,268,210 Shares, representing approximately per cent. of the Shares, to 290,144,008 Shares, representing approximately per cent. of the Shares; and pursuant to the requirements of the Code, the Offeror intended to make a mandatory unconditional cash offer for all the Shares other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror. A copy of the Offer Announcement is available on the website of the SGX-ST at Offer Document Shareholders should have by now received a copy of the Offer Document setting out, inter alia, the terms and conditions of the Offer. The principal terms and conditions of the Offer are set out in Section 2 of the Offer Document. Shareholders are urged to read the terms and conditions of the Offer set out in the Offer Document carefully. A copy of the Offer Document is available on the website of the SGX-ST at 13

15 1.3 Independent Financial Adviser The Independent Directors have appointed CIMB as their independent fi nancial adviser in respect of the Offer. 1.4 Purposes of Circular The purposes of this Circular are to provide Shareholders with relevant information pertaining to the Offer and to set out the recommendation of the Independent Directors and the advice of CIMB to the Independent Directors in respect of the Offer. Shareholders should consider carefully the recommendation of the Independent Directors and the advice of CIMB to the Independent Directors in respect of the Offer before deciding whether to accept or reject the Offer. 2. THE OFFER Based on the information set out in the Offer Document, OCBC, for and on behalf of the Offeror, has offered to acquire all the Offer Shares on the terms and subject to the conditions set out in the Offer Document, the FAA and the FAT. The principal terms and conditions of the Offer are set out below. 2.1 Offer Price For each Offer Share: S$0.10 in cash. 2.2 Offer Shares Section 2.2 of the Offer Document states that the Offer is extended to: (a) (b) all the Shares not already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror (the Offer Shares ) in accordance with Section 139 of the Securities and Futures Act and the Code; and all new Shares unconditionally issued or to be issued pursuant to: (i) (ii) the valid exercise, on or prior to the Closing Date, of any outstanding options granted to subscribe for new Shares (if any); or the valid vesting, on or prior to the Closing Date, of any Awards granted under the Share Awards. For the purpose of the Offer, the expression Offer Shares shall include all new Shares unconditionally issued or to be issued pursuant to (A) the valid exercise, on or prior to the Closing Date, of any outstanding options granted to subscribe for new Shares (if any) and (B) the valid vesting, on or prior to the Closing Date, of any Awards granted under the Share Awards. As at the Latest Practicable Date, there are no options to subscribe for new Shares in issue and no Awards granted pursuant to the Share Awards. Section 2.4 of the Offer Document states that as at 13 August 2012 (being the latest practicable date prior to the printing of the Offer Document), the Offeror and parties acting in concert with the Offeror own or control in aggregate 290,144,008 Shares, representing approximately per cent. of the Shares. 2.3 No Encumbrances Section 2.3 of the Offer Document states that the Offer Shares will be acquired: (a) (b) fully paid; free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever; and 14

16 (c) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including all voting rights, the right to receive and retain all dividends, rights and other distributions (if any) announced, declared, paid or made by Hup Soon on or after the Offer Announcement Date. If any dividend, right, other distribution or return of capital is announced, declared, paid or made by Hup Soon on or after the Offer Announcement Date to a Shareholder who accepts or has accepted the Offer, the Offeror reserves the right to reduce the Offer Price payable to such accepting Shareholder by the amount of such dividend, right, other distribution or return of capital. 2.4 Unconditional Offer The Offer is unconditional in all respects. 2.5 Warranty Section 4 of the Offer Document states that a Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to warrant that he sells such Offer Shares as or on behalf of the benefi cial owner(s) thereof, (a) fully paid, (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and (c) together with all rights, benefi ts and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including all voting rights, the right to receive and retain all dividends, rights and other distributions (if any) announced, declared, paid or made by Hup Soon on or after the Offer Announcement Date. 2.6 Other terms of the Offer (a) Duration of the Offer Shareholders should further note that the Offer Document states that the Offer is open for acceptance by the Shareholders for at least 28 days from 16 August 2012, being the date of despatch of the Offer Document, unless the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder. Accordingly, the Offer will close at 5.30 p.m. (Singapore time) on 13 September 2012 or such later date(s) as may be announced from time to time by or on behalf of the Offeror. (b) Details of the Offer Further details of the Offer are set out in Appendix 1 to the Offer Document. The procedures for acceptance of the Offer are set out in Appendix 2 to the Offer Document. 3. MALAYSIA OFFER As at 13 August 2012 (being the latest practicable date prior to the printing of the Offer Document), Hup Soon, through its direct wholly-owned subsidiary, HSG Investments Pte Ltd, holds 52,630,818 shares representing approximately per cent. 1 of the issued share capital of YIB, a company listed on Bursa Malaysia. In connection with the Offer, the Offeror is required, pursuant to Paragraph 4.1 of Practice Note 9 of the Malaysia Code, to make an unconditional take-over offer (the Malaysia Offer ) for all the remaining ordinary shares of RM0.50 each in YIB not already held by the Offeror and the persons deemed under Section 216 of the Capital Markets and Services Act, 2007 of Malaysia to be acting in concert with the Offeror (the Malaysia Offer Shares ). Accordingly, OSK, together with OCBC Malaysia, has on the Offer Announcement Date served a notice on the board of directors of YIB, for and on behalf of the Offeror, stating that the Offeror intends to make the Malaysia Offer at a cash offer price of RM0.60 for each Malaysia Offer Share. The offer document setting out the terms and conditions of the Malaysia Offer and issued by OSK, together with OCBC Malaysia, for and on behalf of the Offeror, has been posted to the board of directors and shareholders of YIB on 16 August Based on 87,110,000 YIB shares (excluding treasury shares) in issue as at 9 April 2012, as disclosed in the annual report of YIB for FY2011 and rounded to the nearest two (2) decimal places. 15

17 Further information on the Malaysia Offer is available on the website of Bursa Malaysia at 4. NO UNDERTAKINGS As set out in Section 13.2 of the Offer Document, as at 13 August 2012 (being the latest practicable date prior to the printing of the Offer Document), none of the Offeror and parties acting or deemed to be acting in concert with the Offeror has received any irrevocable undertaking from any party to accept or reject the Offer. 5. INFORMATION ON THE OFFEROR Information on the Offeror is set out in Section 7 of the Offer Document. Further information on the Offeror may also be found in Appendix 3 to the Offer Document. 6. OFFEROR S RATIONALE AND INTENTIONS 6.1 The Offeror s rationale for the Offer is set out in Section 9 of the Offer Document. 6.2 The Directors note that the Offeror has stated its intentions in relation to the operations, businesses and employees of Hup Soon in Section 10.1 of the Offer Document. 6.3 The Directors further note that the Offeror has stated its intentions in relation to the listing status of Hup Soon in Section 10.2 of the Offer Document. Shareholders are urged to read the abovementioned sections of the Offer Document carefully. 7. DIRECTORS INTERESTS Details of the Directors including, inter alia, the Directors direct and deemed interests in Shares and shares in the Offeror as at the Latest Practicable Date are set out in Appendix II to this Circular. 8. ADVICE AND RECOMMENDATION IN RELATION TO THE OFFER CIMB has been appointed as the independent fi nancial adviser to the Independent Directors in respect of the Offer. Shareholders should read and consider carefully the recommendation of the Independent Directors and the advice of CIMB to the Independent Directors in respect of the Offer in their entirety before deciding whether to accept or reject the Offer. 8.1 Independence of Directors All of the Directors, except for Mr. Timothy Chia Chee Ming and Mr. Timothy Yong Wei Hsien, are independent for the purpose of the Offer and are required to make a recommendation to Shareholders in respect of the Offer. The SIC had on 17 August 2012, inter alia, confi rmed that Mr. Timothy Chia Chee Ming and Mr. Timothy Yong Wei Hsien are exempted from the requirement to make a recommendation on the Offer as they face irreconcilable confl icts of interests in doing so being concert parties of the Offeror. Nonetheless, they must still assume responsibility for the accuracy of the facts stated or opinions expressed in documents and advertisements issued by, or on behalf of, Hup Soon in connection with the Offer. Mr. Timothy Chia Chee Ming is a 40% shareholder of the Offeror and is the shareholder with the largest shareholding in the Offeror, while Mr. Timothy Yong Wei Hsien is both a director of the Offeror as well as a 20% shareholder of the Offeror. 8.2 CIMB s Advice to the Independent Directors on the Offer CIMB s advice to the Independent Directors in respect of the Offer is set out in the IFA Letter annexed as Appendix I to this Circular. 16

18 The key factors taken into consideration by CIMB in arriving at its advice have been extracted from the IFA Letter and set out in italics below. Shareholders should read the following extract in conjunction with, and in the context of, the full text of the IFA Letter. 9. SUMMARY OF ANALYSIS In arriving at our advice on the Offer, we have relied on the following key considerations (which should be read in conjunction with, and in the context of, the full text of this letter): (i) (ii) (iii) (iv) (v) (vi) (vii) The Offer Price falls below the range of the estimated sum-of-parts valuation of each Share. The Offer Price represents a significant discount of approximately 42.2% to the unaudited NTA per Share as at 30 June 2012 and a signifi cant discount of approximately 45.9% to the RNTA per Share as at 30 June The Offer Price is at a discount to the VWAP of the Shares for almost all of the historical periods during the 3 years prior to the Offer Announcement Date. During the 3-year period prior to the Offer Announcement Date, the Shares had closed at or above the Offer Price on 364 Market Days (or 89.4 per cent.) out of 407 Market Days on which there was trading in the Shares. Over the 3-year period prior to the Offer Announcement Date, trading in the Shares had been illiquid. It is highly likely that the trading volume of the Shares since the Offer Announcement Date had been supported by the Offer. Comparing to the Catalist Index, the market price of the Shares generally outperformed the Catalist Index over the 3-year period prior to the Offer Announcement Date. Comparing to the STI, the market price of the Shares generally outperformed the STI for most of the period between July 2009 and July 2011 but underperformed the STI in the 1-year period prior to the Offer Announcement Date. Comparing to the Successful Privatisation Transactions and the Successful Delisting Offers where the offer price typically represents a premium over historical market price and NTA, the Offeror is making the Offer without any premium over historical market price and at a signifi cant discount to NTA. (viii) The Company has not paid any dividend in respect of the last fi ve fi nancial years. (ix) (x) (xi) As at the Latest Practicable Date, the Company s free fl oat is estimated to be approximately per cent. and from the Latest Practicable Date to the close of the Offer, the Company s free fl oat may decrease further if the Offeror and/or its concert parties purchase additional Shares from the market. The Offeror has stated that the Offeror and parties acting in concert with the Offeror do not intend to maintain the present listing status of the Company and do not intend to place out any Shares held by the Offeror and parties acting in concert with it to members of the public to meet the shareholding spread requirement. In addition, the Offeror and parties acting in concert with the Offeror do not intend to support any action by the Company to maintain its listing status. The Offeror will not be entitled to exercise its right under Section 215(1) of the Act to compulsorily acquire all the Shares of the Dissenting Shareholders and the Dissenting Shareholders will also not be entitled to exercise their rights under Section 215(3) of the Act to require the Offeror to acquire their Shares. 17

19 In summary, after carefully considering all available information and based on our assessment of the fi nancial terms of the Offer, we are of the opinion that the Offer Price does not fully refl ect the intrinsic fair value of the Shares when compared against our sum-of-parts valuation analysis and the Group s NTA and RNTA as at 30 June 2012, and is also unattractive when compared against the historical market price of the Shares and typical premia paid in other takeovers of companies listed on the SGX-ST. Nevertheless, the Offer provides an opportunity for Shareholders (in particular, odd-lot holders) to exit from their equity investments in the Company and Shareholders should carefully consider the Offer particularly in view of the poor trading liquidity of the Shares prior to the Offer and that the Company has not paid any dividend in respect of the last fi ve fi nancial years. The advice of CIMB to the Independent Directors in respect of the Offer has been extracted from the IFA Letter and set out in italics below. Shareholders should read the following extract in conjunction with, and in the context of, the full text of the IFA Letter. 10. ADVICE TO SHAREHOLDERS We advise the Independent Directors to make the following recommendation to Shareholders in relation to the Offer: In view of our assessment as set out in this letter, Shareholders should REJECT the Offer. Shareholders who reject the Offer should be aware that they will be subject to the following risks: (a) (b) (c) (d) The trading volume of the Shares as at the Latest Practicable Date may not be sustained after the Closing Date and they will be foregoing this opportunity to exit from their investment in the Shares without incurring transaction costs. Trading in the Shares may be suspended if the shareholding spread requirement of the SGX-ST is not met. In such an event, the Offeror does not intend to maintain the present listing status of the Company and does not intend to place out any Shares held by the Offeror and parties acting in concert with it to members of the public to meet the shareholding spread requirement. The Offeror will not be entitled to exercise its rights of compulsory acquisition under Section 215(1) of the Act and Dissenting Shareholders will also not be able to exercise their rights of compulsory acquisition under Section 215(3) of the Act. Under such circumstances, Shareholders who do not accept the Offer will continue to hold Shares in the Company and will have to bear the implications and consequences which may arise as a result of any trading suspension in and/or delisting of the Shares. By retaining their Shares, Shareholders will be subject to the general risks associated with share investments, including but not limited to fl uctuations in the price and trading liquidity of the Shares and uncertainties facing the future prospects of the Group. In rendering our advice, we have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Shareholder. As different Shareholders would have different investment objectives and profi les, any individual Shareholder who may require specifi c advice should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. The Independent Directors should advise Shareholders that the opinion and advice of CIMB should not be relied upon by any Shareholder as the sole basis for deciding whether to accept or reject the Offer. 18

20 8.3 Recommendation of the Independent Directors The Independent Directors have reviewed and considered carefully the terms of the Offer and the advice given by CIMB in the IFA Letter. The Independent Directors concur with CIMB s assessment of the Offer and their advice and recommendation thereon. Accordingly, the Independent Directors recommend that Shareholders REJECT the Offer. Shareholders who reject the Offer should be aware that they will be subject to the following risks: (a) (b) (c) (d) The trading volume of the Shares as at the Latest Practicable Date may not be sustained after the Closing Date and they will be foregoing this opportunity to exit from their investment in the Shares without incurring transaction costs. Trading in the Shares may be suspended if the shareholding spread requirement of the SGX-ST is not met. In such an event, the Offeror does not intend to maintain the present listing status of Hup Soon and does not intend to place out any Shares held by the Offeror and parties acting in concert with it to members of the public to meet the shareholding spread requirement. The Offeror will not be entitled to exercise its rights of compulsory acquisition under Section 215(1) of the Act and Shareholders who have not accepted the Offer will also not be able to exercise their rights of compulsory acquisition under Section 215(3) of the Act. Under such circumstances, Shareholders who do not accept the Offer will continue to hold Shares in Hup Soon and will have to bear the implications and consequences which may arise as a result of any trading suspension in and/or delisting of the Shares. By retaining their Shares, Shareholders will be subject to the general risks associated with share investments, including but not limited to fl uctuations in the price and trading liquidity of the Shares and uncertainties facing the future prospects of the Hup Soon Group. Shareholders are advised to read the IFA Letter set out in Appendix I to this Circular carefully before deciding whether to accept or reject the Offer. Shareholders should note that CIMB s advice to the Independent Directors in respect of the Offer should not be relied upon by any Shareholder as the sole basis for deciding whether to accept or reject the Offer. In preparing the above advice and giving the above recommendation, CIMB and the Independent Directors have not had regard to the specifi c investment objectives, fi nancial situation, tax position, risk profi les or unique needs and constraints of any individual Shareholder. As different Shareholders would have different investment objectives and profi les, the Independent Directors recommend that any individual Shareholder who may require specifi c advice in relation to his Shares should consult his stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers. Shareholders should note that the trading of the Shares is subject to, inter alia, the performance and prospects of the Hup Soon Group, prevailing economic conditions, economic outlook and stock market conditions and sentiments. Accordingly, CIMB s advice to the Independent Directors in respect of the Offer cannot and does not take into account the future trading activity or patterns or price levels that may be established for the Shares beyond the Latest Practicable Date since these are governed by factors beyond the ambit of CIMB s review. 19