LISTING PROSPECTUS / SHAREHOLDERS' CIRCULARS

FABCHEM CHINA LIMITED

Shareholders' Circulars 30 Jun 2022

Circular To Shareholders In Relation To: (1) The Proposed Acquisition Of The Entire Issued And Paid-Up Share Capital Of Lincotrade & Associates Pte Ltd For An Aggregate Consideration Of S$25.0 Million, Being A Reverse Takeover; (2) The Proposed Allotment And Issuance Of 113,636,363 Consideration Shares To The Vendors For The Proposed Acquisition At The Issue Price Of S$0.22 For Each Consideration Share; (3) The Proposed Whitewash Resolution For The Waiver By Independent Shareholders Of Their Right To Receive A Mandatory Takeover Offer From The Vendors; (4) The Proposed Allotment And Issuance Of 454,545 FA Shares To RHB Bank As The Financial Adviser For The Proposed Acquisition At The Issue Price Of S$0.22 For Each FA Share; (5) The Proposed Allotment And Issuance Of 5,681,818 Arranger Shares To The Arranger In Connection With The Proposed Acquisition At The Issue Price Of S$0.22 For Each Arranger Share; (6) The Proposed Placement Of Up To 13,650,000 Placement Shares At The Issue Price

Description:

CIRCULAR TO SHAREHOLDERS IN RELATION TO: (1) THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF LINCOTRADE & ASSOCIATES PTE LTD FOR AN AGGREGATE CONSIDERATION OF S$25.0 MILLION, BEING A REVERSE TAKEOVER; (2) THE PROPOSED ALLOTMENT AND ISSUANCE OF 113,636,363 CONSIDERATION SHARES TO THE VENDORS FOR THE PROPOSED ACQUISITION AT THE ISSUE PRICE OF S$0.22 FOR EACH CONSIDERATION SHARE; (3) THE PROPOSED WHITEWASH RESOLUTION FOR THE WAIVER BY INDEPENDENT SHAREHOLDERS OF THEIR RIGHT TO RECEIVE A MANDATORY TAKEOVER OFFER FROM THE VENDORS; (4) THE PROPOSED ALLOTMENT AND ISSUANCE OF 454,545 FA SHARES TO RHB BANK AS THE FINANCIAL ADVISER FOR THE PROPOSED ACQUISITION AT THE ISSUE PRICE OF S$0.22 FOR EACH FA SHARE; (5) THE PROPOSED ALLOTMENT AND ISSUANCE OF 5,681,818 ARRANGER SHARES TO THE ARRANGER IN CONNECTION WITH THE PROPOSED ACQUISITION AT THE ISSUE PRICE OF S$0.22 FOR EACH ARRANGER SHARE; (6) THE PROPOSED PLACEMENT OF UP TO 13,650,000 PLACEMENT SHARES AT THE ISSUE PRICE OF S$0.22 FOR EACH PLACEMENT SHARE; (7) THE PROPOSED TRANSFER OF THE LISTING OF THE COMPANY FROM THE MAINBOARD TO THE CATALIST BOARD; (8) THE PROPOSED CHANGE OF CORE BUSINESS; (9) THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM “FABCHEM CHINA LIMITED” TO “LINCOTRADE & ASSOCIATES HOLDINGS LIMITED”; (10) THE PROPOSED APPOINTMENT OF THE PROPOSED NEW DIRECTORS TO THE COMPANY; (11) THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY; AND (12) THE PROPOSED NEW SHARE ISSUE MANDATE.