SHANGHAI ASIA HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company registration no D)

Transcription

1 CIRCULAR DATED 8 APRIL 2013 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular 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 your shares in the capital of Shanghai Asia Holdings Limited (the Company ), you should forward this Circular, the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or 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. SHANGHAI ASIA HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company registration no D) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED CAPITAL REDUCTION IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 28 April 2013 at 2:30 p.m. Date and time of Extraordinary General Meeting : 30 April 2013 at 2:30 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held at 2:00 p.m. on the same day at the same venue) Place of Extraordinary General Meeting : Turquoise & Onyx Room Level 3, Sheraton Towers Singapore Hotel 39 Scotts Road Singapore

2 CONTENTS Page DEFINITIONS INDICATIVE TIMETABLE INTRODUCTION THE PROPOSED CAPITAL REDUCTION INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS DIRECTORS RECOMMENDATION EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX 1 BREAKDOWN OF USE OF NET PROCEEDS OF THE DISPOSAL TRANSACTION APPENDIX 2 SHANGHAI ASIA HOLDINGS LIMITED PROFORMA BALANCE SHEET AS AT 31 DECEMBER 2012 AFTER THE PROPOSED CAPITAL REDUCTION NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY FORM 1

3 DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated or where the context otherwise requires: ACRA : The Accounting and Corporate Regulatory Authority of Singapore Articles : The Articles of Association of the Company Bao Qin : Bao Qin International Holdings Ltd BJP : Beijing Jinhui Printing Co., Ltd Board or Board of Directors : The board of directors of the Company for the time being Books Closure Date : A date and time to be announced on which the register of members and transfer books of the Company will be closed for purposes of determining the entitlement of the Shareholders to the cash distribution pursuant to the Proposed Capital Reduction Capital Reduction Resolution : the special resolution to be tabled at the EGM in relation to the Proposed Capital Reduction CDP : The Central Depository (Pte) Limited Circular : This Circular to the Shareholders Companies Act : The Companies Act, Chapter 50 of Singapore as amended or modified from time to time Company : Shanghai Asia Holdings Limited Controlling Shareholders : A controlling Shareholder for the time being as defined in the Listing Manual DGTGLP : Danyang Golden Three Gorges Liantong Printing Co., Ltd Directors : The directors of the Company at the date of this Circular Disposal Circular : The Company s circular to the Shareholders dated 13 July 2011 Disposal Transaction : The sale by the Company (through SACPL) and the purchase by SWP and GTPL of all SACPL s interests in its subsidiaries and investments in the PRC EGM : The extraordinary general meeting of the Company convened by the Notice of EGM (and any adjournment thereof) 2

4 EGM Date : 30 April 2013, being the date on which the EGM is to be held Entitled Shareholders : Has the meaning ascribed to it in paragraph 2.5 of this Circular Financial Year or FY : The financial year ended or ending 31 December GTPL : Gemguard Technologies Pte. Ltd GTPL Agreement : The conditional sale and purchase agreement dated 24 October 2010 entered into between SACPL and GTPL as amended by the supplemental agreement dated 17 December 2010 and a variation deed dated 25 April 2012 High Court : The High Court of the Republic of Singapore Ji Yuan : Ji Yuan Investment Holdings Limited JZELM : Jiangyin Zhongen Lamination Materials Co., Ltd Latest Practicable Date : 27 March 2013, being the latest practicable date for purpose of ascertaining certain information contained herein, prior to the printing of this Circular Listing Manual : The Listing Manual of the SGX-ST, as amended or modified from time to time Notice of EGM : The notice of the EGM as set out on page 17 of this Circular NTA : Net tangible asset PRC : People s Republic of China Proposed Capital Reduction : The capital reduction exercise to be carried out by the Company pursuant to Section 78A read with Section 78C of the Companies Act to return to the Shareholders part of the share capital of the Company amount to S$ million Proxy Form : The proxy form annexed to this Circular Retained Cash : The sum of S$1.671 million retained by the Company following completion of the cash distribution under the Proposed Capital Reduction Rule 1018 Deadline : Has the meaning given to it in paragraph 2.1 of this Circular S$ and cents : Singapore dollars and cents respectively SACPL : Shanghai Asia Company Pte. Ltd Sale and Purchase Agreements : The SWP Agreement and the GTPL Agreement as described in paragraph 1 of this Circular 3

5 Securities Accounts : Securities accounts maintained by depositors with CDP, but not including securities sub-accounts maintained with a depository agent including securities sub-accounts maintained with a depository agent SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : Persons who are registered as holders of the Shares, except that where the registered holder is CDP, the term Shareholders shall in relation to those shares, mean the depositors whose Securities Accounts maintained with CDP are credited with the Shares Shares : Ordinary shares in the capital of the Company Substantial Shareholders : Has the meaning ascribed to it under Section 2 of the Companies Act (Cap. 50) and Section 4 of the Securities and Futures Act (Cap. 289) SWP : Shantou Wanshun Package Material Co., Ltd SWP Agreement : The conditional sale and purchase agreement dated 24 October 2010 entered into between SACPL and SWP % or per cent. : Percentage or per centum The terms Depositor, Depository Register and Depository Agent shall have the meanings ascribed to them respectively by Section 130A of the Companies Act. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. References to paragraphs in this Circular are to paragraphs of this Circular. Any word defined under the Companies Act, the Listing Manual or any statutory modification or re-enactment thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act, the Listing Manual or any statutory modification thereof, as the case may be. 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. Any reference to a time of day in this Circular shall be a reference to Singapore time. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. 4

6 INDICATIVE TIMETABLE The following are the indicative dates and times for the Proposed Capital Reduction: Last date and time for lodgment of Proxy Forms Date and time of the EGM 28 April 2013 at 2:30 p.m. 30 April 2013 at 2:30 p.m. Expected effective date for the Proposed Capital Reduction 12 June 2013 Expected Books Closure Date for the Proposed Capital Reduction 20 June 2013 Expected payment date 28 June 2013 The above timetable is indicative only. The actual dates of the above events will be announced by the Company in due course by way of an announcement on the website of the SGX-ST. All Proxy Forms must be lodged at the registered office of the Company at 80 Robinson Road #02-00, Singapore , not less than 48 hours before the time appointed for holding the EGM. 5

7 SHANGHAI ASIA HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration no D) Directors: Tay Joo Soon (Chairman, Non-Executive and Independent Director) Liu Yi Fang (Deputy Chairman and Non-Executive Director) Ronnie Teo Heng Hock (Non-Executive and Independent Director) Gary Yen (Non-Executive Director) Registered Office: 80 Robinson Road #02-00 Singapore April 2013 To: The Shareholders of Shanghai Asia Holdings Limited THE PROPOSED CAPITAL REDUCTION TO SHAREHOLDERS 1. INTRODUCTION Pursuant to the SWP Agreement and the GTPL Agreement (collectively the Sale and Purchase Agreements ) SACPL agreed to sell and SWP and GTPL agreed to purchase all of SACPL s equity interests in its PRC subsidiaries and its PRC investments, representing substantially all of the assets, liabilities and businesses of the Company (the Disposal Transaction ). As stated in the Disposal Circular, the Company proposed to distribute up to 50% of the net proceeds of the Disposal Transaction, with the distribution to be by way of dividends, capital reduction or such other manner as the Board shall determine at a later stage, and in respect of the remaining fifty per cent (50%) of the net proceeds, the Company would assess and explore various investment options to seek viable business opportunities in other areas of business and/or utilise the net proceeds for any working capital requirements. Such options would include exploring other investment opportunities as well as the option whether or not to distribute up to 100% of the net proceeds to Shareholders. The Disposal Transaction was completed on 25 April 2012 (1)(2). Following completion of the Disposal Transaction, the Company became a cash company pursuant to Rule 1018 of the Listing Manual. SGX-ST has allowed continued trading in the Company s securities immediately after completion of the Disposal Transaction subject to (i) compliance with SGX-ST s continuing listing obligations; (ii) execution of moratorium undertakings by Hong Ji International Holdings Limited, Liu Ying Kang, Liu Yi Fang, Zhou Hui Ling, Liu Jian Zhong, New Toyo Ventures Pte Ltd and New Toyo International Holdings Limited (3) ; (iii) SGXNET announcements being made on the use of proceeds received from the Disposal Transaction and the amount of the proceeds kept in an escrow account as required under Rule 1018(1) of the Listing Manual; and (iv) the monitoring of the use of proceeds received from the Disposal Transaction by the audit committee of the Company. The Company has and is continuing to comply with the above conditions. The Company has on 31 August 2012, distributed 45.65% of the net proceeds of the Disposal Transaction to the Shareholders. The Company now wishes to distribute S$ million constituting approximately 46.75% of the net proceeds of the Disposal Transaction to Shareholders through the Proposed Capital Reduction. 6

8 The purpose of this Circular is to provide Shareholders with the relevant information and details relating to the Proposed Capital Reduction and to obtain the approval of Shareholders, at the forthcoming EGM to be convened, for the special resolution relating to the Proposed Capital Reduction. Note: (1) As stated in the Company s announcement on 25 April 2012, prior to the completion of the Disposal Transaction, SACPL had exercised the option to exclude Danyang Golden Three Gorges Liantong Printing Co., Ltd ( DGTGLP ) from the Disposal Transaction. On 17 July 2012, SACPL has disposed of DGTGLP to Medicon Pharmaceutical Industries Limited ( ) ( Medicon ) for the consideration RMB5.3 million. The purchase consideration was supposed to be paid by 28 July However, as at the date of this Circular, SACPL has only received RMB2,636, The remaining RMB2,663, remains outstanding and payable to SACPL. SACPL has been liaising with Medicon on the payment of the outstanding consideration and will take all necessary and reasonable steps to recover the debt from Medicon. As the Proposed Capital Reduction relates to the Company, the above said receivable does not affect the Proposed Capital Reduction. Further, the above outstanding amount from Medicon will not affect any members voluntary liquidation of the Company that may be undertaken by the Company. However, the timing and the amount available for distribution to Shareholders will depend on the actions that the liquidator will take. Further, GTPL has also waived the conditions precedent requiring SACPL to obtain (i) approvals from the Ministry of Commerce of the PRC and (ii) revised business licenses from the State Administration of Industry and Commerce of the PRC in relation to (i) % equity interest in Beijing Jinhui Printing Co., Ltd ( BJP ) and (ii) 52% equity interest in Jiangyin Zhongen Lamination Materials Co., Ltd ( JZELM ). SACPL is no longer a shareholder of JZELM following the winding up of JZELM in 2012, which had been dormant since The board of directors of BJP approved the transfer of SACPL s % equity interest in BJP in November 2012 and the formalities to change the share register of BJP are expected to be completed soon. (2) Please refer to Appendix 1 for the breakdown of the use of net proceeds from the Disposal Transaction. (3) All the moratorium undertakings were executed on 13 February For further information, please refer to announcement made by the Company on 16 February THE PROPOSED CAPITAL REDUCTION 2.1 Rationale Following completion of the Disposal Transaction in April 2012, the Company has reviewed and considered several business proposals but as at the date of this Circular, the Board has not identified any appropriate business opportunities. Accordingly, the Board has decided to proceed to distribute S$ million constituting approximately 46.75% of the net proceeds of the Disposal Transaction to Shareholders and to leave S$1.671 million ( Retained Cash ) in the Company to cater for the costs and expenses of the Company, and thereafter to proceed with a members voluntary winding up of the Company. Under Rule 1018(2) of the Listing Manual, it is provided as follows: (2) The Exchange will proceed to remove an issuer from the Official List if it is unable to meet the requirements for a new listing within 12 months from the time it becomes a cash company. The issuer may apply to the Exchange for a maximum 6-month extension to the 12-month period if it has already signed a definitive agreement for the acquisition of a new business, of which the acquisition must be completed in the 6-month extension period. The extension is subject to the issuer providing information to investors on its progress in meeting key milestones in the transaction. In the event the issuer is unable to meet its milestones or complete the relevant acquisition despite the time extension granted, no further extension will be granted and the issuer will be required to delist and a cash exit offer in accordance with Rule 1309 be made to the issuers shareholders within 6 months. 7

9 As the Disposal Transaction was completed on 25 April 2012, the Company has up to 25 April 2013 ( Rule 1018 Deadline ) to enter into a definitive agreement for a new business that meets that requirements for a new listing as provided in Rule 1018(2) stated above. As such, the Directors will continue to review and consider new business proposals as and when they arise after the despatch of this Circular until the Rule 1018(2) Deadline expires. The Board believes that by proceeding expeditiously with this Circular to seek Shareholders approval for the Proposed Capital Reduction while at the same time keeping open the option to review business proposals as and when they arise in the manner described in the foregoing paragraph is in the best interest of the Shareholders. Accordingly, the date of the EGM is 30 April 2013 which is after the Rule 1018 Deadline. In the event the Company does not enter into any agreement for a new business that meets the requirements for a new listing by the Rule 1018 Deadline, the Company will proceed with a members voluntary liquidation. Rule 1309 provides that if an issuer is seeking to delist from the SGX-ST: (i) a reasonable exit alternative, which should normally be in cash, should be offered to (a) the issuers shareholders and (b) holders of any other classes of listed securities to be delisted; and (ii) the issuer should normally appoint an independent financial adviser to advise on the exit offer. Rule 1306 of the Listing Manual provides that if the SGX-ST exercises its power to remove an issuer from the Official List of the SGX-ST, the issuer or its controlling shareholder(s) must comply with the requirements of Rule Rule 1306 further provides that for purposes of Rule 1309, a reasonable exit offer may include a voluntary liquidation of the issuer s assets and distribution of cash back to shareholders. In view of the foregoing, the Directors are of the view that the carrying out of the Proposed Capital Reduction prior to the commencement of the members voluntary liquidation would expedite the return of a signification portion of the surplus share capital to Shareholders. The Retained Cash comprises: (i) (ii) (iii) Administrative costs and employees salaries of S$797,553; Directors fees for the financial year ended 31 December 2012 of S$492,500 (1) and for directors fees for the financial period for 01 January 2013 to 31 December 2013 of S$240,000; Professional and other expenses in connection with the Proposed Capital Reduction and the proposed voluntary liquidation of the Company of S$140,947 (2). Note: (1) The Company is convening its annual general meeting on the same date as the EGM and will at the annual general meeting seek Shareholders approval for the payment of the said directors fees. (2) Barring unforeseen circumstances, the Directors expect the extraordinary general meeting to be convened to seek Shareholders approval to commence the members voluntary winding up of the Company will take place in late June

10 2.2 Capital Reduction The Directors propose to effect the Proposed Capital Reduction pursuant to Section 78A read with Section 78C of the Companies Act, by reducing the share capital of the Company from S$ million to S$2.374 million and making a cash distribution of S$ million or S$ for each Share held by or on behalf of the Shareholders. The overall effect of the Proposed Capital Reduction is to cancel an aggregate amount of S$ million from the share capital of the Company as at the Latest Practicable Date, which will be distributed to the Shareholders. There will be no change in the number of Shares in the capital of the Company held by Shareholders immediately after the Proposed Capital Reduction as no Shares will be cancelled pursuant thereto. As at the Latest Practicable Date, there were 881,906,089 Shares in issue. 2.3 Conditions for Proposed Capital Reduction The Proposed Capital Reduction shall be subject to, inter alia, the following conditions: (a) (b) (c) (d) (e) (f) the Directors making a solvency statement in relation to the reduction of the share capital of the Company and compliance with other relevant solvency requirements as prescribed by the Companies Act; the approval of the Capital Reduction Resolution; notifying the Comptroller of Income Tax of the passing of the Capital Reduction Resolution and the date on which it was passed, within eight (8) days beginning with the date of the Capital Reduction Resolution; compliance with the relevant publicity requirements as prescribed by the Companies Act; lodgment with ACRA of copies of the solvency statement and the Capital Reduction Resolution, within fifteen (15) days beginning with the date of the Capital Reduction Resolution; no application(s) having been made by any creditor of the Company to the High Court for the cancellation of the Capital Reduction Resolution, within the period of six (6) weeks beginning with the date of the Capital Reduction Resolution, or if any such application(s) were made, the High Court dismisses such creditors application(s). 2.4 Proforma Financial Effects Based on 881,906,089 Shares in issue as at the Latest Practicable Date, an aggregate amount of S$ million will be returned to Shareholders pursuant to the Proposed Capital Reduction. For illustration purposes only, the financial effects of the Proposed Capital Reduction based on the unaudited financial results of the Company for the Financial Year 2012 which was announced by the Company on 27 February 2013 are as set out below, and are based on the following assumptions:(1) SACPL had completed disposal of the investment in BJP on 31 December 2012; (2) Prior to 31 December 2012, SACPL had completed a capital reduction of S$10 million by settlement of the amount of S$9.881 million owing by the Company to SACPL and a cash distribution of S$0.119 million to the Company; (3) the Proposed Capital 9

11 Reduction was implemented on 31 December 2012; and (4) the cost of the Proposed Capital Reduction was not taken into the proforma financial effects. A copy of the proforma balance sheet before and after the Proposed Capital Reduction is annexed herein as Appendix 2. Share Capital/Earnings per Share The proforma effect of the Proposed Capital Reduction on the share capital of the Company as at 31 December 2012, based on the unaudited financial results of the Company for the Financial Year 2012 which was announced on 27 February 2013, will be a reduction of the paid-up share capital from S$ million to S$2.374 million. The Proposed Capital Reduction will have no impact on the number of Shares held by Shareholders. Accordingly, there is no impact on earnings per Share. Net Gearing Gearing is defined as bank borrowings divided by shareholders funds. As at 31 December 2012, the Company had no bank borrowings. As such, the Proposed Capital Reduction will not have any effect on the Company s gearing. Shareholders Funds The proforma effects of the Proposed Capital Reduction on the shareholders funds of the Company as at 31 December 2012, based on the unaudited financial results of the Company for the Financial Year 2012 which was announced on 27 February 2013, are as follows: (S$ 000) As at 31 December 2012 Proforma after the Proposed Capital Reduction Share Capital 88,183 2,374 Retained Earnings (433) (433) Shareholder s Funds 87,750 1,941 NTA The proforma effects of the Proposed Capital Reduction on the NTA of the Company as at 31 December 2012, based on the unaudited financial result of the Company for the Financial Year 2012 which was announced by the Company on 27 February 2013, are as follows: As at 31 December 2012 Proforma after the Proposed Capital Reduction NTA (S$ 000) 87,750 1,941 Number of issued and paid-up Shares 881,906, ,906,089 NTA per Share (SGD cents)

12 2.5 Effective Date of the Proposed Capital Reduction As mentioned in paragraph 2.3 of this Circular, the Proposed Capital Reduction is subject to the satisfaction of, inter alia, the conditions set out therein. The Company wishes to further highlight that the dates set out in the table at page 5 of this Circular are tentative dates and are subject to the Proposed Capital Reduction being effective as provided by Section 78E of the Companies Act. Following (a) the Company s notification to the Comptroller of Income Tax, within eight (8) days beginning with the date of the Capital Reduction Resolution, that the Capital Reduction Resolution has been duly passed; and (b) the Company s lodgment with ACRA of a notice containing the text of the Capital Reduction Resolution (if no creditor of the Company objects to, and applies to the High Court for the cancellation of, the Capital Reduction Resolution), the Company will lodge further requisite documents with ACRA as provided in Section 78E(2) of the Companies Act after the end of six (6) weeks, and before the end of eight (8) weeks, beginning with the date of the Capital Reduction Resolution is lodged with ACRA. Upon the recording by ACRA of the information in the appropriate registers, the Proposed Capital Reduction will take effect. The cash distribution will thereafter be made to Shareholders who are entitled to receive the same. Persons registered in the register of members of the Company and Depositors whose Securities Accounts are credited with Shares as at the Books Closure Date will be considered for purposes of the Proposed Capital Reduction on the basis of the number of such Shares registered in their names or standing to the credit of their Securities Accounts as at the Books Closure Date (the Entitled Shareholders ). Accordingly, the Entitled Shareholders will receive a sum of S$ for each Share held as at the Books Closure Date. If, however, a creditor objects to, and makes an application to the High Court for the cancellation of, the Capital Reduction Resolution, within the prescribed time periods, the Proposed Capital Reduction will only take effect if the High Court dismisses the creditor s application. The Company will make announcement(s) to notify Shareholders of (a) the Books Closure Date as soon as reasonably practicable after the EGM, and (b) the effective date of the Proposed Capital Reduction and the date of payment in due course. 11

13 3. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, the Directors and Substantial Shareholders interest in the Shares are set out below: Directors Direct Interest No. of Shares % Indirect Interest No. of Shares % Tay Joo Soon Liu Yi Fang 285,189, Ronnie Teo Heng Hock Gary Yen Substantial Shareholders New Toyo Ventures Pte Ltd (1) 299,470, Hong Ji International Holdings Limited (2) 285,189, Ji Yuan Investment Holdings Ltd (3) 61,618, Bao Qin International Holdings Limited (4) 48,936, New Toyo International Holdings Ltd 299,470,247 (5) Yen Wen Hwa 299,470,247 (5) Liu Yi Fang 285,189,141 (6) Zhou Hui Ling 285,189,141 (6) Liu Ying Kang 285,189,141 (6) Notes: (1) New Toyo Ventures Pte Ltd is a wholly-owned subsidiary of New Toyo International Holdings Ltd in which Mr. Yen Wen Hwa has a shareholding interest, direct and deemed, of approximately 51.86%. Mr. Gary Yen, the Non-Executive Director of the Company is the son of Mr. Yen Wen Hwa. (2) Hong Ji International Holdings Limited ( Hong Ji ) is a company incorporated under the laws of British Virgin Islands ( BVI ). Mr. Liu Ying Kang holds 75% of the issued shares in the share capital and voting rights of Hong Ji. Mr. Liu Ying Kang holds the 75% interest in the issued share capital of Hong Ji on trust for Mr. Liu Yi Fang, his father. Mr. Liu Yi Fang is the Deputy Chairman and Non-Executive Director of the Company. Madam Zhou Hui Ling is the registered holder and beneficial owner of 25% interest in the issued share capital of Hong Ji and is the wife of Mr. Liu Yi Fang. (3) Ji Yuan Investment Holdings Limited ( Ji Yuan ) is a company incorporated under the laws of BVI. Mr. Ho Fu Chuan is the beneficial owner of 100% interest in the issued share capital and voting rights of Ji Yuan. Mr. Ho Fu Chuan is not related to the Directors and Substantial Shareholders of the Company. (4) Bao Qin International Holdings Ltd ( Bao Qin ) is a company incorporated under the laws of BVI. Mr. Chen Jia Ming is the beneficial owner of 80% interest in the issued share capital and voting rights of Bao Qin. Mr. Shao He Hua is the beneficial owner of the remaining 20% interest in the issued share capital of, and voting rights in Bao Qin. Neither Mr. Chen Jia Ming nor Mr. Shao He Hua is related to the Directors and Substantial Shareholders of the Company. (5) New Toyo International Holdings Limited and Mr. Yen Wen Hwa are deemed to be interested in all the shares held by New Toyo Ventures Pte Ltd by virtue of Section 7 of the Companies Act. (6) Madam Zhou Hui Ling and Mr. Liu Ying Kang are deemed to be interested in all the shares held by Hong Ji by virtue of Section 7 of the Companies Act. Save as disclosed in this paragraph 3, none of the Directors and none of the Substantial Shareholders of the Company has any interest, direct or indirect, (other than through their shareholdings in the Company) in the Proposed Capital Reduction. 12

14 4. DIRECTORS RECOMMENDATION The Directors, having considered the rationale for the Proposed Capital Reduction and after careful deliberation, are of the opinion that the Proposed Capital Reduction is in the best interests of the Company and the Shareholders. The Directors therefore recommend that the Shareholders vote in favour of the Capital Reduction Resolution being the special resolution to approve the Proposed Capital Reduction, as set out in the Notice of EGM. 5. EXTRAORDINARY GENERAL MEETING The EGM, of which notice is set out at page 17 of this Circular, will be convened on 30 April 2013 at 2:30 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held at 2:00 p.m. on the same day at the same venue) at Turquoise & Onyx Room, Level 3, Sheraton Towers Singapore Hotel, 39 Scotts Road, Singapore , for the purpose of considering and if thought fit, passing with, or without modifications, the resolutions set out in the Notice of EGM. 6. ACTION TO BE TAKEN BY SHAREHOLDERS 6.1 Appointment by proxies The Notice of EGM and Proxy Form are attached to this Circular. A Shareholder who is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf should complete, sign and return the Proxy Form in accordance with the instructions printed there on as soon as possible and, in any event, so as to reach the registered office of the Company at 80 Robinson Road, #02-00, Singapore , no later than 48 hours before the time fixed for the EGM. The completion and return of the Proxy Form by a Shareholder shall not preclude him from attending and voting at the EGM in place of his proxy if he subsequently wishes to do so. 6.2 When depositor regarded as Shareholder A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and vote thereat unless his name appears in the Depository Register as certified by CDP, 48 hours before the time appointed for the EGM. Persons holding Shares through CDP are reminded that the Proxy Forms appointing themselves as proxies must similarly be deposited not less than 48 hours before the time appointed for the EGM, in order for such persons to be able to attend and vote thereat. 7. 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 Capital Reduction, 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 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. 13

15 Shareholders are advised to read this Circular in its entirety and for any Shareholder who may require advice in the context of his specific investment, to consult his bank manager, stockbroker, solicitor, accountant or other professional adviser. 8. DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at the registered office of the Company at at 80 Robinson Road, #02-00, Singapore during normal business hours from the date of this Circular up to the date of the EGM: (a) Copies of the Memorandum and Articles of Association; (b) Financial results for the Financial Year 2012 as announced by the Company on 27 February 2013; (c) Copies of the solvency statements to be made by the Directors of the Company in relation to the Proposed Capital Reduction. Yours faithfully For and on behalf of The Board of Directors Shanghai Asia Holdings Limited 14

16 APPENDIX 1 BREAKDOWN OF USE OF NET PROCEEDS OF THE DISPOSAL TRANSACTION Items Paying in (S$ million) Existing cash balances of the Company (1) Net consideration from the GTPL acquisition (2) Paying out (S$ million) Repayment of AmBank loan (3) (12.19) Dividend paid to shareholders for the financial year ended 31 December 2010 (4) (8.82) Net consideration from the SWP acquisition (5) Expenses of the Company and SACPL prior to 25 April 2012 (6) (7.09) Interest Income (7) 0.50 Legal and professional fees (8) (0.44) Salary and other expenses (8) (0.25) Office expenses (8) (0.08) Office rental (8) (0.06) Dividend paid to shareholders for the financial year ended 31 December 2011 (9) (8.82) Payment of interim dividend to shareholders on 31 August 2012 (9) (74.96) Balance as at 31 January Notes: (1) This is the cash balances of the Company prior to the receipt of the GTPL consideration on 20 December Please refer to the announcement made by the Company on 20 June 2012 for more information. (2) By 20 December 2010, SACPL had received S$49 million of the consideration from GTPL. GTPL had retained S$1 million of the consideration. Please refer to the announcements made by the Company on 25 April 2012 and 20 June 2012 for more information. (3) The AmBank loan was for purchase of new equipments. The AmBank loan was repaid on 30 December Please refer to the announcement made by the Company on 20 June 2012 for more information. (4) The dividend for the financial year ended 31 December 2010 was paid on 31 May The payment of dividend was funded substantially from the GTPL consideration. Please refer to the Disposal Circular and the announcement made by the Company on 20 June 2012 for more information. (5) SACPL received the SWP consideration on 9 April Please refer to the announcement made by the Company on 20 June 2012 for more information. (6) The expenses were paid out over a period of time prior to 25 April 2012, are generally categorised as follow: (a) (b) S$1.45 million relating to the professional and other expenses for the Disposal Transaction. S$5.64 million relating to salaries and related costs, office rental, other professional fees, travelling expenses etc. Please refer to the announcement made by the Company on 20 June 2012 for more information. (7) The Company received interest income from the deposit of the net proceeds of the Disposal Transaction for the period from June 2012 up to January (8) Please refer to announcements made by the Company from May 2012 to January 2013 concerning monthly valuation of assets and utilisation of cash in accordance with Rule 1018 of the Listing Manual. (9) The dividend for the financial year ended 31 December 2011 was paid in May 2012 and the interim dividend was paid on or around August and September Please refer to the announcements made by the Company on 11 June 2012, 27 September 2012 and 29 October 2012 for more details. 15

17 Assets: SHANGHAI ASIA HOLDINGS LIMITED PROFORMA BALANCE SHEET AS AT 31 DECEMBER 2012 AFTER THE PROPOSED CAPITAL REDUCTION Before Capital Reduction (S$ 000) APPENDIX 2 After Capital Reduction (S$ 000) Property, plant and equipment 5 5 Subsidiary 10, Non-current assets 10, Receivables Cash and cash equivalents 87,361 1,671 Current assets 87,385 1,695 Total assets 98,211 2,521 Equity Share capital 88,183 (1) 2,374 Retained earnings (433) (433) Total equity 87,750 1,941 Payables 10, Total liabilities 10, Total equity and liabilities 98,211 2,521 Note: (1) Based on RMB440,915,000 translated at the rate of 5.00, prevailing at the date of change of functional currency. (Please refer to the financial result for the Financial Year 2012 which was announced by the Company on 27 February 2013.) 16

18 SHANGHAI ASIA HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company registration no D) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Shanghai Asia Holdings Limited (the Company ) will be held on 30 April 2013 at 2:30 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held at 2:00 p.m. on the same day at the same venue) at Turquoise & Onyx Room, Level 3, Sheraton Towers Singapore Hotel, 39 Scotts Road, Singapore for the purpose of considering and, if thought fit, passing, with or without any modifications, the following Special Resolution: SPECIAL RESOLUTION Capital Resolution THAT pursuant to Section 78A read with Section 78C of the Companies Act (Chapter 50 of Singapore): (a) (b) the share capital of the Company be reduced by an amount of approximately S$ million and that such reduction be effected and satisfied by returning to shareholders of the Company an approximate amount of S$ per share in cash ( Capital Reduction ) for each issued and fully paid-up ordinary share in the capital of the Company held as at a book closure date to be determined by the Directors; and the Directors, Company Secretary and each of them be are hereby authorised to take all such steps and do all such acts and things as they or he may deem fit, necessary and/or expedient to finalise, complete, implement and give full effect to the Capital Reduction. BY ORDER OF THE BOARD Lee Wei Hsiung Company Secretary 8 April 2013 Notes: 1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting may appoint a proxy to attend and vote in his/her behalf. A proxy need not be a member of the Company. 2. If a proxy is to be appointed, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney, must be duly deposited at the registered office of the Company at 80 Robinson Road, #02-00, Singapore not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting. 3. The instrument appointing a proxy must be signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its seal or under the hand of any official or attorney duly authorised. 17

19 SHANGHAI ASIA HOLDINGS LIMITED (Registration Number: D) (Incorporated in the Republic of Singapore) PROXY FORM EXTRAORDINARY GENERAL MEETING IMPORTANT: 1. For investors who have used their CPF monies to buy Share in Shanghai Asia Holdings Limited, this Circular to Shareholders dated 8 April 2013 is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all intents and purposes if used or purported to be used by them. Such investor who wish to attend the Extraordinary General Meeting as observers are to register with their respective CPF agent banks. I/We (Name) of (Address) being a member/members of SHANGHAI ASIA HOLDINGS LIMITED (the Company ), hereby appoint: Name and/or (delete as appropriate) Name Address Address NRIC/ Passport Number NRIC/ Passport Number Proportion of Shareholdings No. of Shares (%) Proportion of Shareholdings No. of Shares as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Extraordinary General Meeting (the EGM ) of the Company to be held on 30 April 2013 at 2:30 p.m. (or immediately after the conclusion or adjournment of the Annual General Meeting of the Company to be held at 2:00 p.m. on the same day at the same venue) at Turquoise & Onyx Room, Level 3, Sheraton Towers Singapore Hotel, 39 Scotts Road, Singapore and at any adjournment thereof. Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the Ordinary Resolutions and Special Resolutions as set out in the Notice of EGM. In the absence of specific directions, the proxy/proxies shall abstain from voting for that Special Resolution. No. Special Resolution 1. To approve the Capital Reduction To be used on a show of hands For 1 Against 1 No. of votes for 2 1. Please indicate your vote For or Against with a tick within the box provided. (%) To be used in the event of a poll No. of votes against 2 2. 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. Dated this day of 2013 Signature(s) of Shareholders (s)/common Seal IMPORTANT: PLEASE READ NOTES OVERLEAF Total No. of Shares In (a) CDP Register (b) Register of Members No. of Shares

20 NOTES: 1. Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Chapter 50 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register as well as registered in your name in the Register of Members, you should insert the aggregate number of Shares entered against your name in the Depository Register and registered in your name in the Register of Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all the Shares held by you. 2. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote in his stead. A proxy need not be a member of the Company. 3. A member appointing more than one proxy shall specify the percentage of Shares to be represented by each proxy and if no percentage is specified, the first named proxy shall be deemed to represent 100 per cent. of the shareholding and the second named proxy shall be deemed to be an alternate to the first named. 4. This instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 80 Robinson Road, #02-00, Singapore not less than 48 hours before the time appointed for the Extraordinary General Meeting. 5. The instrument appointing a proxy or proxies must be under the hand of the appointor or 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 seal or under the hand of an officer or attorney duly authorised. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter of power of attorney or a duly certified copy thereof must be lodged with the instrument, failing which, the instrument may be treated as invalid. 6. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the Extraordinary General Meeting, in accordance with its Articles of Association and Section 179 of the Companies Act, Chapter 50 of Singapore. 7. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instruments appointing a proxy or proxies. In addition, in the case of members whose Shares are entered against their names in the Depository Register, the Company may reject any instrument appointing a proxy or proxies lodged if such members are not shown to have Shares entered against their names in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by The Central Depository (Pte) Limited to the Company. 19