Response to SGX Queries::

Issuer & Securities

Issuer/ Manager
LORENZO INTERNATIONAL LIMITED
Securities
LORENZO INTERNATIONAL LIMITED - SG1T35930281 - 5IE
Stapled Security
No

Announcement Details

Announcement Title
Response to SGX Queries
Date &Time of Broadcast
21-Apr-2025 17:09:24
Status
New
Supplementary Title
On Other Announcements
Others (Please Specify)
SGX RegCo Submission - Compliance Query Notification
Announcement Reference
SG250421OTHR3XB1
Submitted By (Co./ Ind. Name)
Lim Pang Hern
Designation
Executive Director
Effective Date and Time of the event
21/04/2025 17:00:00
Description (Please provide a detailed description of the change in the box below)
(a) Please provide the detailed reasons for Mr. Soh Chun Bin s resignation from the Board. Is Mr. Soh Chun Bin currently serving as a director for any other companies listed on the Exchange? If so, please specify and explain why he has chosen to remain as a director for these companies.

On or around 31 March 2025, Mr. Soh Chun Bin informed the Company s Executive Director, Mr. Lim Pang Hern that he intended to resign. Since joining the Board in January 2019, Mr. Soh has not been paid any directors fees for his continued and substantial contributions to the Company, and all of the declared directors fees payable to him remain in arrears. At this juncture, Mr. Soh has worked tirelessly on the Group s significant and ongoing difficulties, for approximately five (5) years without payment. In addition, Mr. Soh feels that he can no longer contribute any further to the Company, and has decided to focus on his other directorships, especially SGX-listed Yongmao Holdings Limited and Autagco Ltd. (a new appointment). By way of further explanation, his appointment as an independent director of Triyards Holdings Limited does not take up a significant portion of his time as it is currently undergoing liquidation



(b) Please elaborate on the reason for the withdrawal of the Announcement. Specifically, please set out the considerations involved, the timing of the Board's receipt of Mr. Soh Chun Bin s resignation notice, and why these factors were not considered prior to the release of the Announcement.

As the Exchange is undoubtedly aware, Icon Law LLC (through its team led by Mr. Jeremiah Huang) is currently assisting, amongst others, the Company with a proposed exit offer, and further thereto, is in consultation with the Securities Industry Council ( SIC ) for certain rulings necessary to the making of the same. In the course of preparing the responses to the SIC s queries, Mr. Huang was informed by Mr. Soh of his intention to resign. Mr. Huang then requested Mr. Soh to stay his resignation whilst he obtained the SIC s agreement to his following view that Rule 6.3 of the Singapore Code on Take-overs and Mergers (the Take-over Code ) would not apply.

Rule 6.3 of the Take-over Code provides that: Except with the Council's consent, the directors of the offeree company should not resign from the board until the offeror has clearly indicated that the offer will not be revised and the later of the date of posting of the offeree board circular or the date the offer becomes or is declared unconditional in all respects. This rule applies once a bona fide offer has been communicated to the offeree board or the offeree board has reason to believe that a bona fide offer is imminent . As at the date hereof, no offer has been communicated by Mr. Lim or the proposed offeror (much less launched), and there is equally no reason to believe that a bona fide offer is imminent given that: (a) there have been, and continue to be, substantial delays to the process; and (b) the proposed exit offer is dependent on the SIC s clearance. Mr. Huang further noted that the Company s former Independent Director and Chairman of the Board, Mr. Toh Hock Ghim, just resigned on 10 July 2024. The current circumstances are no different from that existing before the consultation with the SIC, or on 10 July 2024.

Mr. Huang requested Mr. Soh to temporarily stay his resignation with a view to ensuring compliance with the Take-over Code, and Mr. Soh agreed to this, and thus, informed the Company to hold his resignation. Unfortunately, the Company overlooked the same and proceeded to release the announcement, which necessitated a withdrawal.