ASPIAL CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number G)

Transcription

1 CIRCULAR DATED 26 JUNE THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Circular is issued by Aspial Corporation Limited. If you are in any doubt as to 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 your shares in the capital of Aspial Corporation Limited, you should immediately forward this Circular, the Notice of Extraordinary General Meeting and the enclosed Proxy Form to the purchaser or the transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or the transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. ASPIAL CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number G) CIRCULAR TO SHAREHOLDERS In relation to the PROPOSED SALE OF THE PROPERTIES (AS DEFINED HEREIN) AS INTERESTED PERSON TRANSACTIONS IMPORTANT DATES AND TIMES Last date and time for lodgment of Proxy Form Date and time of Extraordinary General Meeting Place of Extraordinary General Meeting : : : 10 JULY 2012 at a.m. 12 JULY 2012 at a.m. 55 Ubi Avenue 1, #07-11 Ubi 55, Singapore SO20011_24PP Circular.indd 1

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3 CONTENTS CORPORATE INFORMATION... 3 DEFINITIONS... 4 FORWARD-LOOKING STATEMENTS... 7 LETTER TO SHAREHOLDERS... 8 APPENDIX I: DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS APPENDIX II: SCHEDULE FOR PAYMENT OF PURCHASE CONSIDERATION APPENDIX III: VALUATION CERTIFICATE NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 2 SO20011_24PP Circular.indd 3

4 CORPORATE INFORMATION CORPORATE INFORMATION Board of Directors : Koh Wee Seng (Chief Executive Officer) Ko Lee Meng (Executive Director) Koh Lee Hwee (Non-Executive Director) Wong Soon Yum (Independent Director) Kau Jee Chu (Independent Director) Audit Committee : Wong Soon Yum (Chairman) Kau Jee Chu Koh Lee Hwee Registered Office : 50 Raffles Place #32-01 Singapore Land Tower Singapore Share Registrar : B.A.C.S. Private Limited 63 Cantonment Road Singapore Company Secretary : Lim Swee Ann Felix Independent Valuer : Chesterton Suntec International Pte. Ltd. 9 Temasek Boulevard #06-01 Suntec Tower Two Singapore SO20011_24PP Circular.indd 4

5 DEFINITIONS DEFINITIONS In this Circular, unless the context otherwise requires, the following definitions apply throughout where the context so admits: 8G Investment : 8G Investment Pte. Ltd. Audited Financial Statements : The audited financial statements of the Company for FY2011 Associate (a) in relation to any director, chief executive officer, 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 beneficiary; and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% and more; (b) in relation to a substantial shareholder or a Controlling Shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of 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 Audit Committee : The Audit Committee of the Company Circular : This circular to the Shareholders dated 26 June 2012 Company : Aspial Corporation Limited Companies Act : The Companies Act (Cap. 50) of Singapore Controlling Shareholder : A person who:- (a) holds directly or indirectly, 15% or more of the amount of all voting shares in the Company; (b) in fact exercises control over the Company; or (c) such other meaning as the SGX-ST may ascribe to this term from time to time Directors : The Directors for the time being of the Company or of the Group where the context so admits EGM : The extraordinary general meeting of Shareholders to be held on 12 July 2012 at a.m. at 55 Ubi Avenue 1, #07-11, Ubi 55, Singapore , to approve the matters set out in the Notice of EGM on pages 19 to 20 of this Circular 4 SO20011_24PP Circular.indd 5

6 DEFINITIONS Financial Year or FY : Each period of 12 months ended or ending 31 December at the end of which the balance of the accounts of the Company is struck and audited, or any period of more or less than 12 months at the end of which the balance of the accounts of the Company is struck and audited, for the purpose of laying the same before an annual general meeting of the Company Group : The Company and its subsidiaries Interested Person : As defined by Rule 904(4) of the Listing Manual Interested Person Transaction : As defined by Rule 904(5) of the Listing Manual Independent Valuer : Chesterton Suntec International Pte. Ltd. Latest Practicable Date : 12 June 2012, being the latest practicable date prior to the date of printing of this Circular Listing Manual : The listing manual of the SGX-ST Option Agreement : The option agreement to be entered into between each of the Purchasers and World Class Development relating to the Sale Ordinary Resolution : A resolution proposed and passed as such by a majority being greater than 50.0% of the total number of votes cast for and against such resolution at a meeting of Shareholders convened in accordance with Article 61 of the Company's Articles of Association Properties : 430 Upper Changi Road, #01-01, #01-02, #01-05, #01-12, #01-13, #01-69, #01-70, Singapore, and 432 Upper Changi Road, #03-32 East Village, Singapore, Purchasers : The purchasers of the Properties, namely 8G Investment, Ms Koh Lee Hwee, Ms Ko Lee Meng and Mr Ng Sheng Tiong Purchase Consideration : The purchase consideration for the Sale, being S$16,078, S$ : Singapore dollars, being the lawful currency of Singapore Sale : The proposed sale of the Properties by World Class Developments to the Purchasers Sale and Purchase Agreement : The conditional sale and purchase agreement to be entered into between each of the Purchasers and World Class Development for the sale of the Properties SGX-ST : Singapore Exchange Securities Trading Limited 5 SO20011_24PP Circular.indd 6

7 DEFINITIONS sq m : Square metres Shares : The ordinary shares in the capital of the Company Shareholders : Registered holder of Shares or on the case of depositors, depositors who have shares entered against their names in the Depository Register Valuation Certificate : The valuation certificate relating to the Properties World Class Developments : World Class Developments (Bedok) Pte. Ltd. The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neutral genders. References to persons shall 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 defined under the Companies Act or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act or any statutory modification thereof, as the case may be. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in the Circular between the listed amounts and the totals thereof are due to rounding. 6 SO20011_24PP Circular.indd 7

8 FORWARD-LOOKING STATEMENTS 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 if, will, would, shall, should, can, could, may and might. These statements reflect the Company 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 forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Company does not guarantee the performance of such forward-looking statements or undertakes any obligation to update publicly or revise any forwardlooking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency. 7 SO20011_24PP Circular.indd 8

9 LETTER TO SHAREHOLDERS LETTER TO SHAREHOLDERS ASPIAL CORPORATION LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number G) Directors: Koh Wee Seng (Chief Executive Officer) Ko Lee Meng (Executive Director) Koh Lee Hwee (Non-Executive Director) Wong Soon Yum (Independent Director) Kau Jee Chu (Independent Director) Registered Office: 50 Raffles Place, #32-01, Singapore Land Tower, Singapore June 2012 To: The Shareholders of Aspial Corporation Limited Dear Sir/Madam, PROPOSED SALE OF THE PROPERTIES (AS DEFINED HEREIN) AS INTERESTED PERSON TRANSACTIONS 1 INTRODUCTION The Directors propose to convene an EGM to be held on 12 July 2012 at 10:00 a.m. for the purpose of seeking Shareholders approval by way of Ordinary Resolution for the Interested Person Transactions to be entered into by 8G Investment, Ms Koh Lee Hwee, Ms Ko Lee Meng and Mr Ng Sheng Tiong (the Purchasers ) in relation to the Sale. The purpose of this Circular is to provide Shareholders with information relating to the above matter and to seek their approval for the same at the EGM to be convened. 2 THE PROPOSED SALE 2.1 Description of the Properties 7 shop units located on the first storey and a 2 bedroom apartment on the third storey of a 4-storey commercial-cum-residential development known as East Village, 430 and 432 Upper Changi Road, Singapore (the East Village Development ). The East Village Development is developed by the Company s subsidiary, World Class Developments. 8 SO20011_24PP Circular.indd 9

10 LETTER TO SHAREHOLDERS 2.2 Details of the Sale The Purchasers intend to enter into separate Option Agreements with World Class Developments to acquire the Properties for an aggregate consideration of S$16,078, Upon the exercise of the option pursuant to the terms of each Option Agreement, the Purchasers and World Class Developments will enter into separate Sale and Purchase Agreements for each Sale. Details of the Sale are as follows: Name Relationship with the Company Property to be Purchased Type of Property Built-in Area (sq m) Price per Square Metre (S$) Purchase Consideration (S$) Ms Koh Lee Hwee Executive Director and Controlling Shareholder 430 Upper Changi Road, #01-12 East Village, Singapore, Commercial 29 56, ,645, Upper Changi Road, #01-13 East Village, Singapore, Commercial 19 54, ,038, Ms Ko Lee Meng Executive Director and Controlling Shareholder 430 Upper Changi Road, #01-69 East Village, Singapore, Commercial 29 57, ,676, Upper Changi Road, #01-70 East Village, Singapore, Commercial 19 54, ,038, Mr Ng Sheng Tiong Husband of Ms Koh Lee Hwee 432 Upper Changi Road, #03-32 East Village, Singapore, Residential 58 15, , SO20011_24PP Circular.indd 10

11 LETTER TO SHAREHOLDERS Name Relationship with the Company Property to be Purchased Type of Property Built-in Area (sq m) Price per Square Metre (S$) Purchase Consideration (S$) 8G Investment Please refer to Note (1) appended to this table. 430 Upper Changi Road, #01-01 East Village, Singapore, Commercial 66 55, ,676, Upper Changi Road, #01-02 East Village, Singapore, Commercial 40 53, ,143, Upper Changi Road, #01-05 East Village, Singapore, Commercial 71 55, ,954, NOTE: (1) The Company s Chief Executive Officer and Controlling Shareholder, Koh Wee Seng, owns 40% of the issued and paid-up share capital of 8G Investment. The remaining 60% is owned by his spouse, Lim Kwee Hua and his mother, Tan Su Tan Soo Lung, in the proportion of 20%:40%. The Purchase Consideration was arrived at after discounting the intended selling price by the amount which would have been paid by the Group as marketing agent commission, which was approximately 2% of the intended selling price, being S$328, World Class Land Pte Ltd, the holding company of World Class Developments, has also commissioned Chesterton Suntec International Pte. Ltd. to value each of the Properties. The Independent Valuer, in its report dated 29 March 2012, stated that the open market value of the Properties is S$15,810,000. No other professional and other fees and expenses will be incurred by the Company in connection with the Sale. 2.3 Terms of the Sale and Purchase Agreements The Sale and Purchase Agreements to be entered into with the Purchasers are standard format agreements which will be entered into with all other purchasers of the East Village Development. The principal terms of the Sale and Purchase Agreements include, 10 SO20011_24PP Circular.indd 11

12 LETTER TO SHAREHOLDERS amongst others, the approval of the Shareholders in relation to the Sale to be obtained at the EGM. 2.4 Payment of the Purchase Consideration The Purchase Consideration will be paid in accordance with the Schedule of Payment of Purchase Consideration in the Sale and Purchase Agreements, a copy of which is attached to this Circular as Appendix II. 2.5 Rationale for the Sale The Purchasers intend to enter into the proposed Sale in support of the East Village Development. As at the Latest Practicable Date, 175 units out of the total number of 198 units in East Village Development are available for sale. These 175 units exclude the units that are, subject to Shareholders approval being obtained, intended to be sold to the Purchasers. In addition, the Group also sells units in the Group's development projects to its employees, as part of the Group s employee benefits policy, and its business associates. The Purchase Consideration was arrived at after discounting the intended selling price by the amount which would have been paid by the Group as marketing agent commission hence the net proceeds from such sales will be the same as that which the Company will receive from sales to the public. 2.6 Material information to Shareholders There is no other information known to the Company or any of its Directors that is material to the Shareholders in making their decision to approve the Interested Party Transactions. 3 REQUIREMENT OF SHAREHOLDER S APPROVAL: INTERESTED PERSON TRANSACTION Under Chapter 9 of the Listing Manual: (i) an entity at risk means: (a) (b) (c) the listed company; a subsidiary of the listed company that is not listed on the SGX-ST or an approved exchange; or an associated company of the listed company that is not listed on the SGX-ST or an approved exchange, provided that the listed company and/or its subsidiaries (the listed group ), or the listed group and its interested person(s), has control over the associated company. (ii) an interested person means a director, chief executive officer or controlling shareholder of the listed company or an associate of such director, chief executive officer or controlling shareholder; 11 SO20011_24PP Circular.indd 12

13 LETTER TO SHAREHOLDERS (iii) (iv) (v) an associate in relation to an interested person who is a director, chief executive officer or controlling shareholder includes an immediate family member (that is, the spouse, child, adopted-child, step-child, sibling or parent) of such director, chief executive officer or controlling shareholder, the trustees of any trust of which the director/his immediate family, the chief executive officer/his immediate family or controlling shareholder/his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object, and any company in which the director/his immediate family, the chief executive officer/his immediate family or controlling shareholder/his immediate family has or have an aggregate interest (directly or indirectly) of 30% or more, and, where a controlling shareholder is a corporation, its subsidiary or holding company or fellow subsidiary or a company in which it and/or they have (directly or indirectly) an interest of 30% or more; an approved exchange means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9 of the Listing Manual; and an interested person transaction means a transaction between an entity at risk and an interested person. Where the company proposes to enter into a transaction with an interested person and the value of the transaction (either in itself or when aggregated with the value of other transactions, each of a value equal to or greater than S$100,000, with the same person during the same Financial Year) is equal to or exceeds 5.0% of the company s latest audited net tangible assets, shareholders approval is required in respect of the transaction. The Purchasers are Interested Persons under Chapter 9 of the Listing Manual (see relationship as disclosed under paragraph 2.2 above). Based on the Company s Audited Financial Statements, the net tangible assets of the Company was approximately S$141.6 million as at 31 December Accordingly, if the value of a transaction which is proposed to be entered into in the current Financial Year by the Company with an Interested Person, either in itself or in aggregation with all other transactions (each of a value equal to or greater than S$100,000) entered into with the same Interested Person during the current Financial Year, is equal to or in excess of approximately S$7.1 million, such a transaction would be subject to Shareholders approval. Given the Purchase Consideration of S$16.1 million (approximately 11.4%% of the net tangible assets of the Company as at 31 December 2011), the value of the Sale exceeds the 5.0% threshold. The Sale is therefore subject to Shareholders approval. Prior to the Latest Practicable Date, save for the Sale and save as disclosed below, there are no other Interested Person Transactions which were entered for the current Financial Year up to the date of this Circular that needs to be aggregated with the value of the Sale pursuant to Rule 906 of the Listing Manual. 12 SO20011_24PP Circular.indd 13

14 LETTER TO SHAREHOLDERS Leases of two (2) properties from 8G Investment by Maxi-Cash Financial Services Corporation Ltd. Since 2010, Maxi-Cash Financial Services Corporation Ltd. ( Maxi-Cash FSC ) a subsidiary of the Company, has been leasing two (2) properties from 8G Investment for use as pawnshops and retail outlets by Maxi-Cash FSC. Details of the two (2) properties are as follows: Location Approximate built-in area (sq ft) Monthly rental (S$ before GST) Tenure Block 702 Ang Mo Kio Avenue 8 # Singapore Block 165 Bukit Merah Central # Singapore ,000 (from 1/9/11 to 30/6/12) 24,500 (from 1/7/12 to 30/6/14) 400 8,000 (from 1/9/10 to 31/8/13) Three (3) years Three (3) years The current monthly rentals were determined based on the prevailing market rentals at the time the lease agreements were entered into between Maxi-Cash FSC and 8G Investment. Save for the lease area and rental amounts which have been disclosed above, there are no other material terms and conditions in the lease agreements. The aggregate rental and related charges incurred and paid from 1 January 2012 to 31 May 2012 for the two (2) properties as disclosed above are as follows: (S$ 000) FY2009 FY2010 FY January 2012 up to 31 May 2012 Rental and related charges incurred and paid by Maxi-Cash FSC INTEREST OF DIRECTORS AND CONTROLLING SHAREHOLDERS IN THE SALE Save as disclosed in Paragraphs 1, 2 and 3 above, none of the other Directors or other controlling or substantial Shareholders of the Company has any interest direct or indirect, in the Sale. 13 SO20011_24PP Circular.indd 14

15 LETTER TO SHAREHOLDERS 5 AUDIT COMMITTEE S OPINION Having considered and reviewed, the salient terms of the Sale, the rationale for and benefits of the Sale and the Valuation Certificate, the Audit Committee is satisfied that the Sale is made on an arm s length basis, on normal commercial terms and is not prejudicial to the interests of the Company and its minority Shareholders. 6 DIRECTOR S RECOMMENDATION The Directors, save for Messrs Koh Wee Seng, Koh Lee Hwee and Ko Lee Meng who will abstain from making any recommendation on the approval of the Sale by them and their Associates, are of the opinion that the proposed Sale is in the best interests of the Company. Accordingly, they recommend that the Shareholders vote in favour of the Ordinary Resolution relating to the proposed Sale. 7 EXTRAORDINARY GENERAL MEETING The EGM, notice of which is set out on pages 19 to 20 of this Circular, will be held on 12 July 2012 at a.m. at 55 Ubi Avenue 1, #07-11, Ubi 55, Singapore for the purpose of considering and, if thought fit, passing with or without modifications, the Ordinary Resolution as set out in the notice of EGM. 8 ABSTENTATIONS FROM VOTING Under Rule 919 of the Listing Manual, where a meeting is held to obtain Shareholders approval, the Interested Person and any Associate of the Interested Person must not vote on the resolutions, nor accept appointments as proxies unless specific instructions as to voting are given. As the Purchasers are Interested Persons as defined under Rule 904(4)(a) of the Listing Manual, the Purchasers will abstain, and undertaken to ensure that each of their Associates will abstain from voting on the Ordinary Resolution approving the Sale nor will they accept appointment as proxies. 9 ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders will find enclosed in this Circular the Notice of EGM and a Proxy Form. If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should, complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the registered office of the Company at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore not later than 10 July 2012 at a.m.. Completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting in person at the EGM if he so wishes. 14 SO20011_24PP Circular.indd 15

16 LETTER TO SHAREHOLDERS Persons who have an interest in the approval of the Ordinary Resolutions must decline to accept appointment as proxies unless the Shareholder concerned has specific instructions in his Proxy Form as to the manner in which his votes are to be cast in respect of the Ordinary Resolution. 10 DIRECTORS RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm 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 Sale and the Group and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in the 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 the Circular in its proper form and context. 11 CONSENTS Chesterton Suntec International Pte. Ltd., the Independent Valuer appointed by World Class Land Pte Ltd, the holding company of World Class Developments, has given and has not withdrawn its written consent to the issue of this Circular with the inclusion herein of the Valuation Certificate in Appendix III of this Circular, and all references to its name in the form and context in which they appear in this Circular and to act in such capacity in relation to this Circular. 12 DOCUMENTS AVAILABLE FOR INSPECTION The following documents may be inspected at the registered office of the Company during normal office hours from the date hereof up to and including the date of the EGM: (a) (b) (c) (d) (e) a copy of the memorandum and articles of association of the Company; a copy of the annual report of the Company for FY2011; the draft Sale and Purchase Agreements; the Valuation Certificate; and the written consent of the Independent Valuer. Yours faithfully, For and on behalf of the Board Koh Wee Seng Chief Executive Officer Aspial Corporation Limited 15 SO20011_24PP Circular.indd 16

17 APPENDIX I: DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST APPENDIX I: DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Direct Interest Deemed Interest Total Interest Number Number Number of Shares % of Shares % of Shares % Directors Koh Wee Seng (1),(2) 170,217, ,329, ,546, Ko Lee Meng (1),(2) 21,469, ,591, ,060, Koh Lee Hwee (1),(2) 22,292, ,618, ,910, Wong Soon Yum Kau Jee Chu Holders of 5% or more MLHS Holdings Pte Ltd (2),(3) 721,866, ,866, Other Shareholders who are related to the Directors or substantial shareholders Tan Su Tan Soo Lung (1),(2) 34,089, ,886, ,975, Koh Chong Ko Chong 16,886, ,089, ,975, Sung (1),(2) Koh Wee Meng (1), (2) 46,000, ,000, Ng Sheng Tiong (1) 11,751, ,292, ,043, Lim Kwee Hua (1) 3,462, ,217, ,679, Koh Kian Soo (1) 724, ,469, ,193, Koh Yong Hui Kelvin (1) 4,440, ,440, NOTES: (1) Mr Koh Chong Ko Chong Sung is the spouse of Mdm Tan Su Tan Soo Lung. Messrs Koh Wee Seng, Ko Lee Meng, Koh Lee Hwee and Koh Wee Meng are their children. Mr Ng Sheng Tiong is the spouse of Ms Koh Lee Hwee and Ms Lim Kwee Hua is the spouse of Mr Koh Wee Seng. Mr Koh Kian Soo is the spouse and Mr Koh Yong Hui Kelvin is the son of Ms Ko Lee Meng. (2) MLHS Holdings Pte Ltd ( MLHS ) is a private limited company incorporated in Singapore on 14 January MLHS is an investment holding company. The substantial shareholders of MLHS are Mr Koh Wee Seng (35.5%), Ms Ko Lee Meng (25.8%) and Ms Koh Lee Hwee (20.3%). The directors of MLHS are Mr Koh Wee Seng, Ms Ko Lee Meng, Mr Koh Wee Meng, Ms Koh Lee Hwee, Mdm Tan Su Tan Soo Lung and Mr Koh Chong Ko Chong Sung. Mr Koh Wee Seng, Ms Ko Lee Meng and Ms Koh Lee Hwee are deemed interested in the shares held by MLHS by virtue of Section 7 of the Companies Act (Cap 50). (3) MLHS s direct interest is derived from the 686,866,816 shares held in its name and 35,000,000 shares held in the name of Hong Leong Finance Nominees Pte Ltd. 16 SO20011_24PP Circular.indd 17

18 APPENDIX II: SCHEDULE FOR PAYMENT OF PURCHASE CONSIDERATION APENDIX II: SCHEDULE FOR PAYMENT OF PURCHASE CONSIDERATION 1. Within 8 weeks from the date of the Option Agreement 20% of the Purchase Consideration (inclusive of the booking fee) 2. Within 14 days after the Purchaser receives the following notices from World Class Developments: (a) Notice that the foundation works relating to the unit have been completed (b) Notice that the reinforced concrete works relating to the unit have been completed (c) Notice that the brick walls relating to the unit have been completed (d) Notice that the ceiling of the unit has been completed (e) Notice that the door and window frames are in position, and that the electrical wiring (without fittings), the internal plastering and the plumbing of the unit have been completed (f) Notice that the installation of electrical plant, sanitary equipment and airconditioning plant (if any) relating to the unit has been completed (g) Notice that the car park, roads and drains serving the building have been completed 3. Within 14 days after the Purchaser receives the Temporary Occupation Permit or Certificate of Statutory Completion in respect of the Property (or a certified copy thereof) 10% of the Purchase Consideration 10% of the Purchase Consideration 5% of the Purchase Consideration 5% of the Purchase Consideration 5% of the Purchase Consideration 5% of the Purchase Consideration 5% of the Purchase Consideration 25% of the Purchase Consideration 4. On Completion Date 10% of the Purchase Consideration payable as follows: (a) 2% of the Purchase Consideration to World Class Developments; and (b) 8% of the Purchase Consideration to the Singapore Academy of Law as stakeholder. 17 SO20011_24PP Circular.indd 18

19 APPENDIX III: VALUATION CERTIFICATE 18 SO20011_24PP Circular.indd 19

20 NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING ASPIAL CORPORATION LIMITED (Registration No G) (Incorporated in the Republic of Singapore) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Aspial Corporation Limited (the Company ) will be held at 55 Ubi Avenue 1, #07-11, Ubi 55, Singapore on 12 July 2012 at a.m. (the Extraordinary General Meeting ), for the purpose of considering and, if thought fit, passing with or without any modifications, the following resolution which will be proposed as the Ordinary Resolution :- Ordinary Resolution THE PROPOSED SALE OF PROPERTIES AS INTERESTED PERSON TRANSACTIONS THAT: (a) approval be and is hereby given for the sale of the following properties (the Sale ) by the Company s subsidiary, World Class Developments (Bedok) Pte. Ltd., for a total purchase consideration of S$16,078,140.50, details of which are as follow:- Name Property to be Purchased Type of Property Built-in Area (sq m) Price per Square Metre (S$) Purchase Consideration (S$) Ms Koh Lee Hwee Ms Ko Lee Meng Mr Ng Sheng Tiong 8G Investment Pte Ltd 430 Upper Changi Road, #01-12 East Village, Singapore, Upper Changi Road, #01-13 East Village, Singapore, Upper Changi Road, #01-69 East Village, Singapore, Upper Changi Road, #01-70 East Village, Singapore, Upper Changi Road, #03-32 East Village, Singapore, Upper Changi Road, #01-01 East Village, Singapore, Upper Changi Road, #01-02 East Village, Singapore, Commercial 29 56, ,645, Commercial 19 54, ,038, Commercial 29 57, ,676, Commercial 19 54, ,038, Residential 58 15, , Commercial 66 55, ,676, Commercial 40 53, ,143, SO20011_24PP Circular.indd 20

21 NOTICE OF EXTRAORDINARY GENERAL MEETING Name Property to be Purchased Type of Property Built-in Area (sq m) Price per Square Metre (S$) Purchase Consideration (S$) 430 Upper Changi Road, #01-05 East Village, Singapore, Commercial 71 55, ,954, (b) the Company and any director of the Company be and are hereby authorised to complete and do all such acts and things (including, without limitation, to execute all such documents as may be required), as the Company or such director of the Company may consider desirable, expedient or necessary to give effect to the Sale. BY ORDER OF THE BOARD Felix Lim Swee Ann Company Secretary 26 June 2012 IMPORTANT: Please read notes below. Notes: 1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint no more than two proxies to attend and vote on his behalf and such proxy need not be a member of the Company. 2. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. 3. An instrument of proxy must be deposited at the registered office of the Company not later than 48 hours before the time appointed for the Extraordinary General Meeting. 20 SO20011_24PP Circular.indd 21

22 PROXY FORM PROXY FORM ASPIAL CORPORATION LIMITED (Registration No G) (Incorporated in the Republic of Singapore) EXTRAORDINARY GENERAL MEETING PROXY FORM IMPORTANT 1. For investors who have used their CPF monies to buy the Company s shares, this Circular to Shareholders dated 26 June 2012 is forwarded them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. I/We, (Name) of (Address) being a Shareholder/Shareholders of Aspial Corporation Limited (the Company ) hereby appoint: Name Address NRIC/ Passport Number 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective Proportion of Shareholdings (%) and/or (delete as appropriate) Name Address NRIC/ Passport Number Proportion of Shareholdings (%) or failing him / her / them, the Chairman or such other person the Chairman may designate, as my / our / proxy / proxies to vote for me / us on my / our behalf and, if necessary, to demand a poll at the Extraordinary General Meeting of the Company, to be held at 55 Ubi Avenue 1, #07-11, Ubi 55, Singapore , on 12 July 2012 at a.m. and at any adjournment thereof. I / We direct my / our proxy / proxies / to vote for or against the resolution to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy / proxies will vote or abstain from voting at his / her / their discretion, as he / she / they will on any other matter arising at the Extraordinary General Meeting Ordinary Resolution To be used on a show of To be used in the event of a Poll hands For* Against* Number of Votes For** Number of Votes Against** To approve the Sale * Please indicate your vote For or Against with a tick within the box provided. ** If you wish to exercise all your vote For or Against, please tick within the box provided. Alternatively, please indicate the number of votes as appropriate. Date this day of 2012 Number of Shares held Signature(s) of Shareholder(s)/Common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF SO20011_24PP Circular.indd 22

23 PROXY FORM NOTES: 1. A Shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or two proxies to attend and vote in his stead. 2. Where a Shareholder appoints more than one proxy, the appointments shall be treated as an alternative to the first named unless he specifies the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy. 3. A proxy need not to be a Shareholder of the Company. 4. A Shareholder should insert the total number of Shares held. If the Shareholder has Shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he should insert that number of Shares. If he has Shares registered in his name in the Register of Members of the Company, he should insert that number of Shares. If he has Shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by the Shareholder. 5. The instrument appointing proxy or proxies must be deposited at the registered office of the Company at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore not less than 48 hours before the time set for the Extraordinary General Meeting. 6. The Instrument appointing a proxy or proxies must be under the hand of the appointer or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or duly authorised officer. 7. Where an instrument appointing a proxy is signed on behalf of the appointer by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. 8. A corporation which is a Shareholder may by resolution of its directors or other governing body authorised such person as it thinks fit as its representative or representatives to attend and vote at the Extraordinary General Meeting in accordance with its Articles of Association and Section 179 of the Companies Act. SO20011_24PP Circular.indd 23

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