THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

Transcription

1 CIRCULAR DATED 6 JULY 2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This Circular is issued by Singapore Windsor Holdings Limited (the Company ). If you are in any doubt about its contents or the action you should take, you should consult your bank manager, stockbroker, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all of your ordinary shares in the capital of the Company, please forward this Circular, the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or to the transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected, for onward transmission to the purchaser or to the transferee. The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any statements or opinions made or reports contained in this Circular. SOR SINGAPORE WINDSOR HOLDINGS LIMITED (Company Registration No Z) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS IN RELATION TO 1) THE PROPOSED DISPOSAL OF THE ENTIRE SHAREHOLDING INTERESTS OF WINDSOR HOLDING INVESTMENTS LIMITED AND WINDSOR METAL MANUFACTURE CO. LIMITED HELD BY THE COMPANY; AND 2) THE PROPOSED CHANGE OF NAME OF THE COMPANY. IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 27 July 2015 at a.m. Date and time of Extraordinary General Meeting : 29 July 2015 at a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at a.m. on the same day and at the same place) Place of Extraordinary General Meeting : 9 Battery Road, Straits Trading Building 21st Floor, Singapore

2 CONTENTS DEFINITIONS... 3 LETTER TO SHAREHOLDERS INTRODUCTION THE PROPOSED DISPOSAL BACKGROUND, RATIONALE FOR AND BENEFITS OF THE PROPOSED DISPOSAL FUTURE PLANS OF THE GROUP VALUE OF AND NET PROFIT/LOSS ATTRIBUTABLE TO THE SALE SHARES FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL USE OF PROCEEDS DETAILS OF SERVICE CONTRACTS PROPOSED NAME CHANGE INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS DIRECTORS RECOMMENDATION EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT INSPECTION OF DOCUMENTS APPENDIX APPENDIX APPENDIX APPENDIX NOTICE OF EXTRAORDINARY MEETING PROXY FORM 2

3 D EFINITIONS The following defi nitions apply throughout this Circular unless otherwise stated: Associate : (a) in relation to any Director, chief executive offi cer, Substantial Shareholder or Controlling Shareholder (being an individual) means: (i) (ii) (iii) his immediate family; the trustees of any trust of which he or his immediate family is a benefi ciary or, in the case of a discretionary trust, is a discretionary object; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and (b) in relation to a Substantial Shareholder or a Controlling Shareholder (being a company) means any company which is its subsidiary or holding company or is a subsidiary of any such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more Balance Sale Consideration : A sum equivalent to the Sale Consideration less the Deposit Board : The board of Directors of the Company for the time being Business Day : A day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore and Hong Kong CEO : Chief Executive Offi cer CDP : The Central Depository (Pte) Limited Circular : This circular to Shareholders dated 6 July 2015 Companies Act : The Companies Act (Chapter 50) of Singapore, as amended or modifi ed from time to time Company : Singapore Windsor Holdings Limited Completion : The completion of the sale and purchase of the Sale Shares Completion Date : The actual day of Completion, which is scheduled on 31 July 2015 or such other date as the parties may agree in writing upon the fulfi lment or waiver of all conditions precedent Control : The capacity to dominate decision-making, directly or indirectly, in relation to the fi nancial and operating practice of the company Controlling Shareholder : A person who: (a) (b) holds directly or indirectly 15% or more of the issued share capital of the Company; or in fact exercises Control over the Company 3

4 Deposit : The deposit of HK$27,500,000 (being the sum equivalent to 50% of the Sale Consideration) Directors : The directors of the Company as at the date of this Circular EGM : The extraordinary general meeting of the Company, notice of which is set out in the Section entitled Notice of Extraordinary General Meeting of this Circular EPS : Earnings per share FY : Financial year ended or ending 31 March (as the case may be) Group : The Company and its subsidiaries as at the date of this Circular Latest Practicable Date : 30 June 2015, being the latest practicable date prior to the printing of this Circular Listing Manual : The listing manual of the SGX-ST, as amended or modifi ed from time to time Memorandum of Charge : The memorandum of charge to create the first fixed charge over the Sale Shares executed by the Purchasers in favour of the Company to secure the repayment of the Balance Sale Consideration Non-Executive Directors : The non-executive Directors of the Company, as the case may be NTA : Net tangible assets Ordinary Resolution : The ordinary resolution to be passed by Shareholders at the EGM to be convened for Shareholders to consider and approve the Proposed Disposal PCB : Printed circuit boards PCB Business : The business of providing PCB routing services, manufacturing and sale of PCB punching moulds and die-casting mould bases, and provision of PCB electroplating and punching services Principal Subsidiary : A subsidiary whose latest audited consolidated pre-tax profi ts (excluding the minority interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profi ts of the Group (excluding the minority interest relating to that subsidiary) accounts for 20% or more of such pre-tax profi ts of the Group. In determining profi ts, exceptional and extraordinary items are to be excluded Proposed Disposal : The disposal of the Company s entire shareholding interests in WHI and WMM, representing of the total share capital of WHI and WMM respectively, and on the terms and conditions of the SPA Proposed Name Change : The proposed change of name of the Company from Singapore Windsor Holdings Limited to Singapore Myanmar Investco Limited Purchasers : Chung Koon Wing and Chung Wah Sang 4

5 Sale Consideration : The sum of HK$55,000,000 being the sale consideration for the Proposed Disposal Sale Shares : The entire equity interest in WHI and WMM respectively held by the Company SFA : The Securities and Futures Act (Chapter 289) of Singapore, as amended or modifi ed from time to time SGXNET : Singapore Exchange Networks, a system network used by listed companies in sending information and announcements to the SGX-ST or any other system networks prescribed by the SGX-ST SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : The registered holders of the Shares as set out in the register of members of the Company, except where the registered depositor is CDP, the term Shareholders shall, where the context admits, mean the Depositors whose securities accounts are credited with the Shares Shares : Ordinary shares in the capital of the Company Substantial Shareholder : A person (including a corporation) who holds directly or indirectly 5% or more of the total issued voting Shares in the Company SPA : The sale and purchase agreement dated 23 March 2015 entered into between the Company and the Purchasers in relation to the Proposed Disposal Special Resolution : The special resolution to be passed by Shareholders at the EGM to be convened for Shareholders to consider and approve the Proposed Name Change WHI : Windsor Holding Investments Limited WMM : Windsor Metal Manufacture Co. Limited HK$ : Hong Kong dollars RMB : Renminbi S$ or cents : Singapore dollars and cents, respectively % or per cent. : Percentage or per centum The terms Depositor, Depository Agent and Depository Register shall have the same meanings ascribed to them, respectively, in Section 130A of the Companies Act. The term Subsidiary shall have the same meaning ascribed to it in Section 5 of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Circular to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word or term defi ned under the Companies Act, the SFA, the Listing Manual or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the meaning ascribed to it under the Companies Act, the SFA, the Listing Manual or any statutory modifi cation thereof, as the case may be, unless otherwise provided. 5

6 Any reference to any agreement or document shall include such agreement or document as amended, modifi ed, varied, novated, supplemented or replaced from time to time. Any reference in this Circular to shares being allotted to a person includes allotment to CDP for the account of that person. Any reference to a time of day and to dates in this Circular shall be a reference to Singapore time and dates, unless otherwise stated. 6

7 LETTER TO SHAREHOLDERS SINGAPORE WINDSOR HOLDINGS LIMITED Company Registration Number Z (Incorporated in the Republic of Singapore) Directors: Mr Ho Kwok Wai Mr Mark Francis Bedingham Mr Chan Tak Sing Martin Mr Fong Sing Chak Jack Mr Wong Yen Siang Mr Wee Sung Leng (Non-Executive Director and Chairman) (Executive Director, President and CEO) (Executive Director) (Non-Executive Director) (Independent Director) (Independent Director) Registered Offi ce: 300 Beach Road #29-01 The Concourse Singapore July 2015 To: The Shareholders of Singapore Windsor Holdings Limited Dear Sir/Madam 1) THE PROPOSED DISPOSAL OF THE ENTIRE SHAREHOLDING INTERESTS OF WINDSOR HOLDING INVESTMENTS LIMITED AND WINDSOR METAL MANUFACTURE CO. LIMITED HELD BY THE COMPANY; AND 2) THE PROPOSED CHANGE OF NAME OF THE COMPANY. 1. INTRODUCTION 1.1 Background The Board proposes to convene the EGM to be held on 29 July 2015 to seek the approval of the Shareholders for the following proposals: a) The Proposed Disposal; and b) The Proposed Name Change. The purpose of this Circular is to provide Shareholders with relevant information relating to the Proposed Disposal and the Proposed Name Change, and to seek Shareholders approval for both the Proposed Disposal and the Proposed Name Change at the EGM. 1.2 Major Transaction On 23 March 2015, the Company announced that it had entered into the SPA with the Purchasers for the Proposed Disposal of the Sale Shares, being the entire issued and paid up share capital in WHI and WMM respectively. The Proposed Disposal will result in WHI and WMM ceasing to be subsidiaries of the Company. The Proposed Disposal is governed by the rules of Chapter 10 of the Listing Manual. The relative fi gures computed on the bases set out in Rule 1006 of the Listing Manual are as follows: 7

8 (i) For the half year ended 30 September 2014 ( HY2015 ) Rule 1006(a) (1) Rule 1006(b) Rule 1006(c) (3) Rule 1006(d) Rule 1006(e) The net asset value of the assets to be disposed of, compared with the Group s net asset value as at 31 March 2014 The net profi ts (2) attributable to the assets acquired or disposed of, compared with the Group s net profi ts for FY2014 The aggregate value of the consideration given or received, compared with the Company s market capitalisation based on the total number of issued shares excluding treasury shares The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue The aggregate volume or amount of proven and probable reserves to be disposed of compared with the aggregate of the Group s proven and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets 56.0% 427.4% 15.8% Not applicable Not applicable Notes:- (1) Based on WHI s and WMM s combined unaudited net assets value of HK$49,266,979 as at 30 September 2014 and the Company s unaudited consolidated net assets value of HK$88,034,030 as at 30 September (2) Based on WHI s and WMM s combined unaudited net profi t before tax of HK$7,805,276 for HY2015 and the Company s unaudited consolidated net profi t before tax of HK$1,826,250 for HY2015. (3) Based on the Sale Consideration of HK$55,000,000 and the Company s market capitalisation of S$61,689,600 (being the market day preceding the date of the SPA). However, based on the combined Sale Consideration of HK$55,000,000 and the loans waived by WHI and WMM amounting to HK$10,971,701 (based on the outstanding amount as at 31 March 2015), and the Company s market capitalisation of S$61,689,600 (being the market day preceding the date of the SPA), the relative fi gure computed for Rule 1006(c) is approximately 19.0%. (ii) For the financial year ended 31 March 2015 ( FY2015 ) Rule 1006(a) (1) Rule 1006(b) Rule 1006(c) (3) Rule 1006(d) The net asset value of the assets to be disposed of, compared with the Group s net asset value as at 31 March 2015 The net profits (2) attributable to the assets acquired or disposed of, compared with the Group s net profi ts for FY2015 The aggregate value of the consideration given or received, compared with the Company s market capitalisation based on the total number of issued shares excluding treasury shares The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue 67.6% 28.4% 15.8% Not applicable 8

9 Rule 1006(e) The aggregate volume or amount of proven and probable reserves to be disposed of compared with the aggregate of the Group s proven and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets Not applicable Notes:- (1) Based on WHI s and WMM s combined audited net assets value of HK$26,722,264 as at 31 March 2015 and the Company s audited consolidated net assets value of HK$39,538,446 as at 31 March (2) Based on WHI s and WMM s combined audited net loss before tax of HK$13,199,925 for FY2015 and the Company s audited consolidated net loss before tax of HK$46,433,911 for FY2015. (3) Based on the Sale Consideration of HK$55,000,000 and the Company s market capitalisation of S$61,689,600 (being the market day preceding the date of the SPA). However, based on the combined Sale Consideration of HK$55,000,000 and the loans waived by WHI and WMM amounting to HK$10,971,701 (based on the outstanding amount as at 31 March 2015), and the Company s market capitalisation of S$61,689,600 (being the market day preceding the date of the SPA), the relative fi gure computed for Rule 1006(c) is approximately 19.0%. On the basis of Rule 1006 above, the Proposed Disposal is a major transaction as defi ned in Rule 1014 of the Listing Manual. Accordingly, the approval of the Shareholders at the EGM is required for the Proposed Disposal. 2. THE PROPOSED DISPOSAL 2.1 Information on WHI and WMM WHI WHI was incorporated in Hong Kong on 13 December 2006 and has an authorised issued and paid up share capital of HK$10,000. It is an investment holding company that holds: a) 7.3% interest in Zhen Yang Technology Co. Limited, a company incorporated in the Republic of Taiwan and engaged in the business of providing PCB routing services; and b) 17.6% interest in Windsor Solar Technology Limited, a company incorporated in Hong Kong. Windsor Solar Technology Limited is an investment holding company that principally holds 0.95% interest in Real Green Material Technology Corporation, a company incorporated in the Republic of Taiwan and engaged in manufacturing high purity silica powder and high purity polysilicon, a key component of solar panel construction. As at the Latest Practicable Date, the above investments held by WHI are expected to be nonperforming as Zhen Yang Technology Co. Limited was operating on a razor-thin profi t margin of 1.95% for FY2014 and Real Green Material Technology has incurred substantial loss for the past few years. Both investments held by WHI have been classifi ed as non-current other fi nancial assets for the past three fi nancial years. Zhen Yang Technology Co. Limited declared dividends to WHI in FY2012 and FY2013 of HK$267,237 and HK$113,710 respectively. No dividend was declared in FY2014. However, Real Green Material Technology Corporation has not declared any dividend to WHI in the past three fi nancial years. WHI is not a Principal Subsidiary of the Company for both FY2014 and FY2015. The contribution of WHI towards the Group s consolidated pre-tax profi ts in FY2014 was a loss of HK$14,842,372. For FY2015, the contribution of WHI towards the Group s consolidated pre-tax profi ts was a loss of HK$7,521,576. The Company does not expect any major improvements to the outlook of WHI s investments in the next few years. Please refer to Appendix 3 for the key fi nancial information of WHI for FY

10 2.1.2 WMM WMM was incorporated in Hong Kong on 10 May 1994 and has an authorised issued and paid up share capital of HK$5,027,000. WMM and its subsidiaries are engaged in the business of: a) manufacturing and sale of PCB punching moulds and die-casting mould bases; and b) provision of PCB electroplating and punching services. WMM is a Principal Subsidiary of the Group for FY2014, but not for FY2015. The contribution of WMM towards the Group s consolidated pre-tax profi ts in FY2014 was a loss of HK$70,072,780. As at the Latest Practicable Date, the business of WMM is expected to remain under-performing due to a lack of orders for both high end PCB punching moulds and customized die-casting mould bases, in addition to the decline in outsourcing demand from customers for both PCB electroplating and punching services. Please refer to Appendix 4 for the key fi nancial information of WMM for FY Information on the Purchasers The Purchasers are Chung Koon Wing and Chung Wah Sang. The Purchasers are not related to any Directors or Controlling Shareholders of the Company. The management of the Company and WMM had attempted to source for potential purchasers for the Sale Shares through contacts of the existing bankers, vendors and customers of WHI and WMM. However, there was no success in fi nding a suitable buyer for the Sale Shares. In the course of sourcing for potential purchasers, the Purchasers indicated their interest in acquiring WHI and WMM. As the Company did not fi nd any other suitable buyer, negotiations ensued between the Company and the Purchasers for the Proposed Disposal, resulting in a conclusion for the sale. 2.3 Sale Consideration The Sale Consideration for the sale of the Sale Shares is HK$55,000,000 (being approximately S$9,775,171 based on the average exchange rates of HK$ to S$ quoted by Bloomberg L. P. on the date of the announcement of the Proposed Disposal). The Sale Consideration will be paid by the Purchasers to the Company in the following manner: (a) (b) the Deposit shall be paid by the Purchasers within fourteen (14) days from the date of the SPA; and the Balance Sale Consideration shall be paid by the Purchasers to the Company on or before 30 September The Sale Consideration was arrived at by the parties on a willing-buyer-willing-seller basis. In arriving at the Sale Consideration, the Board also took into account, inter alia, the following factors, including but not limited to the reasons described in paragraph 3 of this Circular: a) The historical fi nancial position and performance of WHI and WMM, including their net asset values; b) The historical track record and future prospects of WHI and WMM; c) The large capital expenditure required to upgrade dated production facilities and increased price competition make it unattractive for the Company to remain in the PCB business; and d) The Proposed Disposal will allow the Company to realise the value of WHI and WMM at higher than book value. 10

11 2.3.3 The excess of sale proceeds based on the Sale Consideration less the combined audited net asset values of WHI and WMM of HK$45,595,929 as at 31 March 2014 is HK$9,404,071 (excluding the loans waived by WHI and WMM). 2.4 Conditions Precedent Completion of the Proposed Disposal is conditional upon, inter alia, the following: a) all consents, approvals and authorisations of bankers, fi nancial institutions, landlords of leases, any other relevant third parties, government or regulatory authorities which are necessary in connection with the transfer of the Sale Shares from the Company to the Purchasers and the ownership by the Purchasers of the Sale Shares having been obtained (including but not limited to waivers of pre-emption rights by existing shareholders of WHI and WMM and approval by the directors and shareholders of the Company in relation to the Company s sale of the Sale Shares), and if subject to conditions, on such conditions acceptable to the Purchaser, and such consents, approvals and authorisation remaining in full force and effect and not being revoked prior to the Completion Date; b) the Company having received the approval of its shareholders in a general meeting to be convened for the Proposed Disposal (if required); c) all representations, warranties and undertakings of the parties under the SPA being complied with, and being true, accurate and correct in all respects as at the Completion Date, as if repeated at Completion and at all times between the date of the SPA and Completion; d) the Purchasers having executed the Memorandum of Charge and all other documents necessary for the purpose of effecting Completion or otherwise contemplated or referred to in the SPA; e) each of the parties having performed all of the covenants and agreements required to be performed or caused to be performed by it under the SPA on or before the Completion Date; and f) the Company or the Purchasers not having received notice of any injunction or other order, directive or notice restraining or prohibiting the consummation of the transactions contemplated by the SPA, and there being no action seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such injunction, other order or action which is threatened. 2.5 Completion It is contemplated that completion of the SPA will take place on 31 July 2015 or such other date to be agreed between the Company and the Purchasers after the satisfaction or waiver of all the conditions precedent referred to in paragraph 2.4 above and the events in paragraph below have taken place If any of the conditions precedent is not fulfi lled or waived on or before six (6) months from the date of the SPA or such other date to be extended by the parties upon mutual agreement, the SPA shall ipso facto cease and determine On Completion: (a) the Purchasers shall deliver to the Company a duly executed copy of the Memorandum of Charge and all other documents as may be reasonably required by the Company for the purposes of Completion. 11

12 (b) subject to the Purchasers fulfi lment of their obligations set out in paragraph 2.5.3(a) above, the Company shall deliver or cause to be delivered to the Purchasers: (i) (ii) duly executed transfer forms in respect of the Sale Shares in favour of the Purchasers, accompanied by the relevant original share certifi cates (in the name of the Company) in respect of the Sale Shares; certifi ed true copies of the resolutions passed by the board of directors of WHI and WMM respectively: A. approving the transfer of the Sale Shares to the Purchasers; B. authorising the issue of the new share certifi cates in respect of the Sale Shares in favour of the Purchasers; C. approving the entering in the registers of members of WHI and WMM respectively, the names of the Purchasers as the holder(s) of the Sale Shares; D. appointing such persons as the Purchasers may nominate as directors of WHI and WMM subject to the delivery to WHI and WMM respectively of a signed written consent to act as a director for each of the persons so nominated by the Purchasers; and E. application form(s) for the change of legal, foreign or regional residential representative (as applicable) in relation to WHI and WMM respectively and letter(s) of resignation of the existing legal, foreign or regional residential representative (as applicable) of WHI and WMM respectively If the Company or the Purchasers fail to comply with any obligation in paragraph 2.5.3(a) or 2.5.3(b) (as the case may be), the Purchasers (in the case of non-compliance by the Company) or the Company (in the case of non-compliance by the Purchasers) shall be entitled to: a) rescind the SPA (other than the surviving provisions) without any liability on its/their part and without requiring the Deposit which shall be/has been paid by the Purchasers to the Company to be refunded to the Purchasers; or b) effect completion so far as practicable having regard to the defaults which have occurred and without prejudice to its/their rights in respect thereof. 2.6 Other Material Terms The Company and the Purchasers agree that all loans, facilities, advances, liabilities, amounts and sums owing by the Group to WHI and WMM respectively shall be waived or procured to be waived on Completion Date (as applicable). 3. BACKGROUND, RATIONALE FOR AND BENEFITS OF THE PROPOSED DISPOSAL 3.1 Background From 2012, the Company had to contend with decreased demand and reduced selling prices for its PCB Business against a backdrop of weak global economic conditions, a decelerating China, and recession or slow growth in Europe and the United States. In addition, persistently high and increasing raw material and labour costs in China increased production costs and shrunk margins. The lack of market demand in high-end and complex orders for PCB punching moulds and diecasting mould bases translated into lower selling prices, while a decrease in outsourcing demand from the Company s clients for PCB electroplating and punching services resulted in a weakening of sale orders for the same. Coupled with the increased production costs, margins for the PCB Business were depressed such that WMM incurred losses of HK$15,285,342 for FY2013 and HK$72,602,190 for FY2014. WMM only became profi table as at 30 September 2014, with a profi t of HK$5,338,

13 With the long-standing European sovereign debt crisis and a weak US economic recovery, the Company believes that the overall demand for electronic products will remain soft and that price pressures across the value chain could adversely affect the Company s performance. As a result, operating conditions in the PCB Business are expected to remain challenging and increased price competition will further hurt the margins of the PCB Business should the Company continue in this industry. 3.2 Rationale and Benefits of the Proposed Disposal The rationale for and benefi ts of the Proposed Disposal are, inter alia, as follows: a) The Company is of the view that continuing the PCB business would be very challenging due to increased price competition. As customer requirements are becoming higher and higher, the Company believes that increasing the Company s capital investment to upgrade its dated production facilities for PCB punching moulds and die-casting mould bases manufacturing coupled with intense competition, will lead to lower profi t margins and will not justify the large capital expenditure required. b) In the face of rising cost of labour in hiring workers from the PRC, the Board has assessed and evaluated that this upward trend in labour cost will reduce the operating margins of WMM. A timely disposal of WHI and WMM will allow the Company to avoid incurring losses in an industry which is highly cyclical and volatile, and enable the Company to focus more of its resources and management on investments in Singapore and Myanmar. The Board has also taken into account the fact that WMM has historically been loss-making, with WMM only becoming profi table as at 30 September WMM then incurred a loss of HK$8,533,785 for FY2015. The Proposed Disposal will allow the Company to mitigate against such volatile swings in the profi tability of these entities. c) As there are limited buyers in the PCB industry, the Proposed Disposal represents the Company s best opportunity to realize the value of WHI and WMM at higher than book value without having to incur large capital outlays. The Proposed Disposal also allows the Company to remove its existing credit facilities given by fi nancial institutions to WMM; thereby decreasing the Company s group gearing ratio from 1.22 times to 0 as at 31 March d) The impact of the Proposed Disposal on the Company would be to strengthen the Company s balance sheet and improve its overall liquidity. The Proposed Disposal will allow the Group to restructure its existing businesses to achieve a stronger fi nancial performance. 3.3 Group Structure before and after the Proposed Disposal Please refer to Appendix 1 for the corporate structure of the Group before completion of the Proposed Disposal as at the Latest Practicable Date. Please refer to Appendix 2 for the corporate structure of the Group after completion of the Proposed Disposal. 4. FUTURE PLANS OF THE GROUP The market situation for the Group s business continues to have its challenges with price pressures across the value chain which may adversely affect the Group s performance. Excluding WHI and WMM, the contribution of the Group s remaining businesses to the Group s net asset value for FY2014 was HK$101,294,538, with no contribution towards the Group s revenue, resulting in a pre-tax loss of HK$3,677,168. Nonetheless the Group will forge ahead in its sales and business development efforts and focus on improving the Group s services and client retention. At the same time, the Group aims to manage expenses with rising costs and persistently high infl ation. A focused management of the Group s expenses is essential in this period (and will also allow the Group to register more of the profi t growth opportunities which become available). 13

14 The Proposed Disposal will allow the Company to channel its time and resources into its remaining businesses in Myanmar which are currently viable. These remaining businesses include the following: a) The distribution of food and beverage items in Myanmar; b) The distribution of duty-free retail merchandise in Myanmar; c) The distribution of completed units of machines and spare parts; d) The construction, operation and leasing of telecommunications infrastructure; e) The distribution of telecommunication equipment and accessories, as well as mobile data; f) The provision of car-rental and limousine services; and g) setting up and operation of serviced offi ces and provision of corporate, offi ce administration and other related services. Items (a) to (c) above form part of the Proposed Trading, Distribution and Retail Segment as defi ned in section 2.2(a) of the circular to shareholders dated 14 July 2014 ( July 2014 Circular ), while items (d) and (e) form part to the Proposed Construction and Telecom Segment as defi ned in section 2.2(b) of the July 2014 Circular. Item (f) forms part of the Proposed Limousine Service Segment as defi ned in section 2.2(c) of the July Circular. Further details of the activities under these business segments are found in sections 2.2, 3.1, 3.2, 4.1 and 4.2 of the July 2014 Circular. Item (g) forms part of to the Proposed Serviced Offi ce Business as defi ned in the Company s announcement of 30 June 2014, whereby the Company announced its intention to diversify into the said business. Currently, the volume of business for the Proposed Service Offi ce Business does not cross 20% of the Company s market capitalisation. The Company will monitor the progress of the Proposed Service Offi ce Business and will seek shareholder approval when it anticipates that the volume of the said business becomes material. Further information can be found in the announcement dated 30 June The Company is also considering and assessing suitable opportunities to expand and diversify the Company s remaining business activities so as to enhance the performance of the Company with a view to increasing long-term shareholder value. Going forward, the Group plans to focus on the following businesses in Myanmar as announced on 4 March 2014 and 29 July 2014 and approved by shareholders on 30 July 2014 regarding the diversifi cation of the Group s core business, and further updated on 19 March 2015 via SGXNET:- a) Trading, Distribution and Retail Segment (Industrial Products): The Company has effected sales and purchases of completed units of machines and spare parts manufactured by Sany International Development Ltd and its related corporations, amounting to approximately US$6,137,599 as at 19 March Further details of the business activities undertaken by the Company in relation to the trading, distribution and retail segment in the July 2014 Circular. b) Construction and Telecom Segment: Through its indirect subsidiary, TPR Myanmar Limited, the Group has secured purchase orders in relation to building, owning and operating telecommunication infrastructure, amounting to approximately US$930,238 as at 19 March Further details of the business activities undertaken by the Company in relation to telecommunication infrastructure can be found in the July 2014 Circular. 14

15 c) Serviced Office Services: The Group has, through its subsidiary Kinnaya Pte. Ltd., commenced the operation of serviced offi ces with effect from 16 March The premises of the serviced offi ces comprise a gross fl oor area of 1,350 square metres, which will enable the Group to support 260 work stations across 93 suites. Further details regarding provision of serviced offi ce services can be found in the announcement by the Company dated 29 July VALUE OF AND NET PROFIT/LOSS ATTRIBUTABLE TO THE SALE SHARES No valuation report was commissioned by the Company in respect of the Sale Shares. However, the Company is of the view that the Sale Consideration is fair and reasonable as it results in a gain of HK$9,404,071 being recognised on the Proposed Disposal as at 31 March 2014 (excluding the loans waived by WHI and WMM). WMM currently holds the LHE Factory and the LHM Factory (as defi ned in the Company s announcement dated 20 August 2014) through its wholly-owned subsidiaries. The latest valuation of the LHE Factory and the LHM Factory was conducted on 24 April As announced on 20 August 2014, the LHE Factory and the LHM Factory will be disposed to the Redevelopment Offi ce of Zhangpu Town upon fulfi lment of the conditions provided in paragraph 5 of the announcement. Further details of the disposal of the LHE Factory and the LHM Factory can be found in the Company s announcement dated 20 August In relation to the aforesaid disposal, the aggregate sale price of RMB42.59 million for the LHE Factory and the LHM factory is higher than the aforesaid valuation of the same. WHI does not hold any real estate. As such, no valuation was conducted for WHI. Please refer to paragraph of this Circular for further details regarding the assets held by WHI. The Company has taken into consideration the aggregate sale price of RMB42.59 million for the LHE Factory and the LHM factory in arriving at the Sale Consideration for the Sale Shares. Based on the audited fi nancial statements of WHI and WMM for FY2014, the net asset value and net loss before tax attributable to the Sale Shares were HK$45,595,929 (approximately S$7,397,253) and HK$84,915,152 (approximately S$13,776,205) (based on the average exchange rates of HK$ to S$ quoted by Bloomberg L. P. on 31 March 2014) respectively. As at 31 March 2014, the aggregate loans and advances provided by WHI and WMM to the Company and its related parties amounted to HK$10,000 and HK$20,820,742 respectively. The loan of HK$10,000 was provided by WHI to the Company on or around 13 December 2006, for the purpose of funding the capital contribution of the Company in the incorporation of WHI. The loan of HK$20,820,742 was provided by WMM to the Group on or around 4 March Following the disposal of Windsor Manganese Limited by WHI (details of which are contained in the circular to shareholders dated 23 January 2014), the Group had received the sale proceeds for that disposal. These proceeds were then transferred to WMM in repayment of certain loans and advances given by WMM to WHI. WMM extended this loan to the Company for the Company s business development in Myanmar. As at 31 March 2015, the loan of HK$20,820,742 provided by WMM to the Group has been reduced to HK$10,961,701. Pursuant to the terms of the SPA, all such loans and advances will be waived by WHI and WMM respectively and written off in respect of the Sale Shares on Completion Date. The Company has provided a corporate guarantee for certain banking facilities granted to WMM. The fi nancial institution has agreed to release and discharge the said corporate guarantee upon completion of the Proposed Disposal. 15

16 6. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL The fi nancial effects of the Proposed Disposal set out below are purely for illustrative purposes only and do not refl ect the future fi nancial position of the Company or the Group after Completion. The pro forma fi nancial effects set out below are based on the audited consolidated fi nancial statements of the Group for FY Share Capital As the Proposed Disposal does not involve the issue and allotment of any new Shares, the Proposed Disposal will not have any impact on the share capital of the Group. 6.2 NTA The effect of the Proposed Disposal on the NTA (defi ned as shareholders fund less intangible assets) per share of the Group for FY2014, assuming that the Proposed Disposal had been effected at the end of FY2014, is as follows: Before the Proposed Disposal After the Proposed Disposal NTA (HK$ 000) (1) 90, ,399 Number of Shares (million) (2) NTA per share (HK$/cents) Notes: (1) Based on the NTA of the Group as at 31 March (2) Based on issued share capital of the Company as at the date of the SPA. 6.3 EPS The effect of the Proposed Disposal on the EPS of the Group for FY2014, assuming that the Proposed Disposal had been effected at the beginning of FY2014, is as follows: Before the Proposed Disposal After the Proposed Disposal Net (loss) attributable to ordinary shareholders of Singapore Windsor Holdings Limited (HK$ 000) (1) (89,300) (33,845) Number of Shares (million) (2) Basic EPS (HK$/cents) (60.80) (23.04) Notes: (1) Based on losses incurred by the Group as at 31 March (2) Based on issued share capital of the Company as at the date of the SPA. 7. USE OF PROCEEDS The Company expects to use any net proceeds from the Proposed Disposal after deducting transaction expenses of HK$337,590 (approximately S$60,000) for working capital requirements. Pending the deployment of the unutilised proceeds for the purposes mentioned above, such proceeds may be deposited with banks and/or fi nancial institutions, invested in short-term money markets and/or marketable securities, or used for any other purpose on a short-term basis, as the Directors may deem appropriate in the interests of the Group. 16

17 8. DETAILS OF ANY SERVICE CONTRACTS There are no directors proposed to be appointed to the Company in connection with the Proposed Disposal. 9. THE PROPOSED CHANGE OF NAME 9.1 Rationale On 4 March 2014, the Company announced its intention to diversify its core business of the Group to include various new business segments in Myanmar, including (i) trading, distribution and retail business, (ii) infrastructure related business involving telecom-infrastructure and construction and (iii) limousine service business. The diversifi cation was subsequently approved during the extraordinary general meeting held on 28 July Since then, the Company has taken active steps to develop its various businesses in Myanmar. On 30 June 2014, the Company also announced its intention to diversify its business to include the setting up and operation of serviced offi ces and provision of corporate, offi ce administration and other related services in Myanmar. Subsequently in July 2014, the Company entered into a joint venture agreement with ARCC Offi ces Pte. Ltd. with a view to set up and operate serviced offi ces and provide services which are related and ancillary to such serviced offi ces in Myanmar. In January 2015, the Company appointed Mr Mark Francis Bedingham as its new CEO due to its growing business activities in Myanmar. The Company also entered into an investment and shareholders agreement with Quarto Products Pte. Ltd. for the purpose of importing food and beverage items from overseas suppliers into Myanmar for onward sale to certain businesses in Myanmar. On 19 March 2015, the Company announced a business update on its business activities in Myanmar via SGXNET. On 6 May 2015, the Company announced via SGXNET that it had entered into an agreement with Ooredoo Myanmar Limited, a mobile network operator for the construction and lease of 500 telecommunications towers in Myanmar. Please refer to paragraph 4 of this Circular entitled Future Plans of the Group for further details on its business activities in Myanmar. With the diversifi cation of the Group s business to cover a wide range of business activities in Myanmar, the Board is proposing to change the name of the Company from Singapore Windsor Holdings Limited to Singapore Myanmar Investco Limited. The proposed new name will enable the Company to create a new brand identity for itself and better position itself in the marketplace by creating a stronger identifi cation of the Company s business focus. This will in turn help the Group as it further develops its various businesses in Myanmar. 9.2 Approvals The new name Singapore Myanmar Investco Limited has been reserved with ACRA with effect from 13 May Approval from Shareholders for the Proposed Name Change will be by way of passing of the Special Resolution set out in the notice of EGM. Subject to the approval of Shareholders and registration by ACRA, the Company shall change its name to Singapore Myanmar Investco Limited and the name Singapore Myanmar Investco Limited shall be substituted for Singapore Windsor Holdings Limited, wherever the latter name appears in the Company s Memorandum and Articles of Association. The Company will make an announcement when its change of name takes effect. The Proposed Name Change will not affect any of the Shareholder s rights or the Company s daily business operations and fi nancial standing. 17

18 9.3 Existing Share Certificates Shareholders should note that notwithstanding the change of the Company s name, the Company will not recall existing share certifi cates bearing the current name of the Company which will continue to be prima facie evidence of legal title. No further action is required on the part of Shareholders. 10. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS 10.1 Interests in the Company The interests of the Directors and Substantial Shareholder in the capital of the Company as at the Latest Practicable Date are as follows: Direct interest Deemed interest No. of Shares % (1) No. of Shares % (1) Directors Ho Kwok Wai (2) 113,489, Chan Tak Sing Martin 280, Fong Sing Chak Jack 1,000, Mark Bedingham (5) 5,000, Wong Yen Siang Wee Sung Leng Substantial Shareholders (other than Director) Jet Palace Holdings Limited (3) 33,400, Taipan Grand Investments Limited (4) 77,933, Notes:- (1) The percentage shareholding interest is based on the total issued share capital of 146,880,000 Shares. (2) Mr Ho Kwok Wai is deemed to be interested in the Shares held by Jet Palace Holdings Limited (33,400,000 Shares), Taipan Grand Investments Limited (77,933,000 Shares) and BSI Bank Ltd (2,156,000 Shares). (3) Jet Palace Holdings Limited is deemed to be interested in 33,400,000 shares registered in the name of a nominee account. (4) Taipan Grand Investments Limited is deemed to be interested in 77,933,000 shares registered in the name of a nominee account. (5) Mr Mark Bedingham is deemed to be interested in 5,000,000 shares held by Bank Julius Baer Interests in the Proposed Disposal and Proposed Name Change None of the Directors or Controlling Shareholders and their Associates as at the Latest Practicable Date, has any interest, direct or indirect, in the Proposed Disposal or the Proposed Name Change. 11. DIRECTORS RECOMMENDATION Having considered and reviewed, amongst others, the terms of the SPA, the rationale for and the fi nancial effects of the Proposed Disposal, the rationale for the Proposed Name Change and all other relevant facts set out in this Circular, the Directors are of the opinion that the Proposed Disposal and the Proposed Name Change is in the interest of the Company. Accordingly, they recommend that Shareholders vote in favour of the Ordinary Resolution and Special Resolution set out in the Notice of EGM. 18

19 12. EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on page 25 of this Circular, will be held at 9 Battery Road, Straits Trading Building 21st Floor, Singapore on 29 July 2015 at a.m. (or as soon thereafter following the conclusion or adjournment of the Annual General Meeting of the Company to be held at a.m. on the same day and at the same place) for the purpose of considering and, if thought fi t, passing the Ordinary Resolution and Special Resolution set out in the notice of EGM. 13. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote at the EGM on their behalf must complete, sign and return the Proxy Form attached to this Circular in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Company s registered offi ce at 300 Beach Road #29-01 The Concourse Singapore not less than 48 hours before the time fi xed for the EGM. The completion and return of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the EGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to be revoked by such attendance. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM to speak and vote thereat unless his name appears in the Depository Register as at 48 hours before the EGM. 14. DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confi rm after making all reasonable enquiries, that to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposed Disposal, the Proposed Name Change, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context. 15. INSPECTION OF DOCUMENTS The following documents are available for inspection at the registered offi ce of the Company at 300 Beach Road #29-01, The Concourse, Singapore , during normal business hours from the date of this Circular up to the date of the EGM: (a) (b) (c) the Memorandum and Articles of Association of the Company; the annual report of the Company for FY2015; and the SPA. Yours faithfully For and on behalf of the Board Mark Francis Bedingham Executive Director, President and CEO Singapore Windsor Holdings Limited 19

20 APPENDIX 1 The corporate structure of the Group before completion of the Proposed Disposal as at the Latest Practicable Date is as follows: Goodbase Overseas Ltd (Hong Kong) Manufacture and sale of PCB punching moulds Goodbase Windsor Moulds (Shenzhen) Ltd (PRC) Manufacture and sale of PCB punching moulds National Chance Ltd (Hong Kong) Provision of PCB punching service National Chance Electroplating (Shenzhen) Ltd (PRC) Provision of PCB punching service Windsor Holdings Investment Ltd (Hong Kong) Investment Holding Guozhou Windsor Ltd (Hong Kong) Provision of PCB punching service 60% Guozhou Windsor Punching (Shenzhen) Ltd (PRC) Provision of PCB punching service Windsor Metal Manufacture Co Ltd (Hong Kong) Trading of PCB punching mould Iwasa Windsor Ltd (Hong Kong) Manufacture and sale of PCB punching moulds 51% Shenzhen National Chance Metal Manufacture Co Ltd (PRC) Manufacture sale of plastic injection/die casting mould bases Isawa Windsor Moulds (Shenzhen) Ltd (PRC) Provision and sale of PCB punching moulds Iwasa Windsor Precision Mould (Wuhan) Co Ltd (PRC) Manufacture and sale of PCB punching moulds Lun Hsing Machinery Industry (kunshan) Ltd (PRC) Manufacture and sale of PCB punching moulds Qinhuangdao Goodbase Precision Mould Ltd (PRC) Manufacture and sale of PCB punching moulds Kunshan Lun Hsing Electronics Technologies Ltd (PRC) Provision of PCB punching service SingaporeWindsor Holdings Ltd Investment Holding Kinnaya Pte Ltd Provider for serviced office 65% SMI Construction Services Pte Ltd Distribution of heavy equipment & spares Myanmar Infrastructure Group Pte Ltd Build, distribute & own telecom infrastructure SMI Infrastructure Services Pte Ltd Prov. of infrastructure engineering services YGN Kinnaya Co. Ltd (Myanmar) Provider of serviced office TPR Myanmar Ltd (Myanmar) Build, distribute & own telecom infrastructure 99.9% SMI F&B Pte Ltd Distribution of food & beverage items SMI F&B MM Pte Ltd Distribution of food & beverage items 60% SMI Auto Services Pte Ltd Provision of car rental & limousine service SMI Retail Pte Ltd Distribution of duty free & retail products SMI Mobile Pte Ltd Distribution of B2B telecom plan 20

21 APPENDIX 2 The corporate structure of the Group after completion of the Proposed Disposal will be as follows: SMI Construction Services Pte Ltd Distribution of heavy equipment & spares Myanmar Infrastructure Group Pte Ltd Build, distribute & own telecom infrastructure TPR Myanmar Ltd (Myanmar) Build, distribute & own telecom infrastructure 99.9% SMI Infrastructure Services Pte Ltd Prov. of infrastructure engineering services SingaporeWindsor Holdings Ltd Investment Holding Kinnaya Pte Ltd Provider for serviced office 65% SMI F&B Pte Ltd Distribution of food and beverage items YGN Kinnaya Co Ltd (Myanmar) Provider of serviced office SMI F&B MM Pte Ltd Distribution of food and beverage items 60% SMI Auto Services Pte Ltd Provision of car rental & limousine service SMI Retail Pte Ltd Distribution of duty free & retail products SMI Mobile Pte Ltd Distribution of B2B telecom plan 21