- Narrative Type
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| Additional Text | Please refer to the following attached documents in relation to the Company's Extraordinary General Meeting ("EGM") |
| Additional Text | 1. Circular to the Shareholders in relation to the:
(1) The proposed allotment and issue of the new ordinary shares (the "Subscription Shares") to Yin Khing Investments Limited (the "Subscriber") (the "Proposed Subscription") |
| Additional Text | (2) The proposed grant of unlisted and freely transferable options to the Subscriber, with each option carrying the right to subscribe for one (1) new ordinary share (an "Option Share" ) (the "Proposed Grant of Options"); |
| Additional Text | (3) The proposed convertible loan of a principal amount of up to S$10,255,000 and the proposed allotment and issue of new ordinary shares (the "Conversion Shares") to the Subscriber pursuant to the full conversion of the principal amount of the proposed convertible loan, (the "Proposed Convertible Loan"); |
| Additional Text | (4) The proposed allotment and issue of new ordinary shares (the "Settlement Shares") to certain creditors of the company pursuant to the Proposed Debt Restructuring (the "Proposed Issue of Settlement Shares"); |
| Additional Text | (5) The proposed allotment and issue of Settlement Shares to Ezion Holdings Limited (In Liquidation), as an interested person transaction (the "Proposed Issue of Settlement Shares to Ezion"); |
| Additional Text | (6) The proposed allotment and issue of settlement shares to Mr. Chew Thiam Keng, as an interested person transaction (the "Proposed Issue of Settlement Shares to Mr. Chew", collectively with the Proposed Issue of Settlement Shares to Ezion, "the Proposed Issue of Settlement Shares to Interested Persons"); |
| Additional Text | (7) The proposed allotment and issue of settlement shares to Mr. Patrick Tan Choon Hock (the "Proposed Issue of Settlement Shares to Mr. PT"); |
| Additional Text | (8) The transfer of controlling interest to the Subscriber arising from the allotment and issue of the Subscription Shares to the Subscriber (the "Proposed Transfer of Controlling Interest"); |
| Additional Text | (9) The proposed whitewash resolution for the waiver by independent shareholders of their right to receive a mandatory general offer from the subscriber for all the issued shares in the capital of the company not already owned or controlled by the subscriber and its concert parties ("The Proposed Whitewash Resolution"); and |
| Additional Text | (10) The proposed consolidation of every 1,000 ordinary shares of the company as at the share consolidation record date into one (1) consolidated ordinary share, with any fractional entitlements to be rounded up to the nearest whole consolidated ordinary share (the "Proposed Share Consolidation"). |
| Additional Text | 2. Notice of EGM dated 20 May 2025
3. Proxy Form for the EGM; and
4. Request Form |
| Additional Text | This Circular has been reviewed by the Company's sponsor, Prime Partners Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST") |
| Additional Text | and the SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. |
| Additional Text | The contact person for the Sponsor is Mr Shervyn Essex, 16 Collyer Quay, #10-00 Collyer Quay Center, Singapore 049318, sponsorship@ppcf.com.sg |
| Additional Text | Please refer to the attached results of the Extraordinary General Meeting held on 4 June 2025. |