ADVANCE SCT LIMITED

(Company Registration 200404283C)

DISCLOSEABLE TRANSACTION - DISPOSAL OF ASIA COPPER PTE. LTD. 1. INTRODUCTION

1.1 The board of directors ("Directors") of Advance SCT Limited ("Company") and its subsidiaries ("Group") wishes to announce that it intends to dispose of its entire interests ("Disposal") in a subsidiary, Asia Copper Pte Ltd ("Asia Copper") to Tenneco Works Limited ("Tenneco"). Tenneco is a private investment holding company incorporated in the British Virgin Islands with Malaysian shareholders and directors unrelated to the Group.
1.2 The Company holds a 90% interest in Asia Copper, which is the vehicle used by the Group for its copper smelting business in Qingyuan, the People's Republic of China ("PRC"), through its wholly owned subsidiary in the PRC, Advance SCT (Qingyuan) Co. Ltd. ("ACST QY").

2. BACKGROUND AND RATIONALE FOR THE DISPOSAL

2.1 ASCT QY was incorporated in August 2011 for the purposes of carrying on copper smelting and refining business in Qingyuan. Upon the incorporation of ASCT QY, the Company entered into an agreement ("Acquisition") with Qingyuan Shengli Copper Material Co Ltd ("QSCM") to acquire the working capital of its copper smelting operations. Please refer to our announcements on 23 August 2011, 27 April 2012 and 3 May 2012 for more details on the Acquisition.
2.2 The relationship between the Group and QSCM later deteriorated and on 16 September 2012, the Company announced that ACST QY had been served with a court summons by QSCM ("Litigation") in the PRC. ASCT QY has engaged with legal counsels in the PRC in connection with the Litigation and will defend its interests vigorously.
2.3 The Board views this Litigation to be an unnecessary distraction from its efforts to help the Group recover from its past difficulties, and sought to free up management time and resources towards more productive ventures. In the interest of preserving shareholder value and with the aim to limit the potential liabilities to the Group as a result of the Litigation, the Group has on 31
December 2012 entered into an agreement ("Disposal Agreement") with Tenneco to dispose
of Asia Copper (and its subsidiary, ASCT QY) for a consideration of S$1.00. It is agreed between the Group and Tenneco that the latter shall be entitled to the initial damages of S$300,000 recovered from QSCM pursuant to the Litigation, if any. Any additional damages, where applicable, recovered from QSCM above S$300,000 shall be returned to the Group.

3. CONSIDERATION

3.1 The nominal consideration for the Disposal of S$1.00 will be satisfied by a cash payment from Tenneco to the Company. The consideration was arrived at on a willing-buyer, willing-seller basis, taking into account the negative book value of Asia Copper of $91,859 based on the latest available management accounts as well as the risk Tenneco will be taking on to navigate the complex legal system in China.

4. RELATIVE FIGURES FOR THE PROPOSED DISPOSAL

4.1 The relative figures computed on bases as set out in Rule 1006 of the Listing Manual
("Listing Rules") of the SGX-ST are as follows:

%

Rule 1006(a) - Net asset value of the assets to be

disposed of approximately S$194,440 as at 30 June

2012, compared with the group's net asset value of negative S$5,875,000, adjusted for the downward revaluation of property announced in November

2012.

Not meaningful

Rule 1006(b) - Net loss of S$575,296 attributable to

the assets to be disposed, compared with the Company's net loss of approximately S$5,108,000, as at 30 June 2012.

11.26%

Rule 1006(c) - Aggregate consideration of S$1/-

compared with the Company's market capitalisation of approximately S$16.44 million based on the total number of issued shares excluding treasury shares as at 24 December 2012.

0.000006%

Rule 1006(d) - Number of equity securities issued

by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue.

Not applicable

4.2 Rule 1007(1) of the Listing Rules provides that if any of the relative figures computed pursuant to Rule 1006 is a negative figure, Chapter 10 of the Listing Rules may still be applicable to the issuer at the discretion of the Exchange. Further, tests based on assets and profits may not give a meaningful indication of the significance of the transaction to the issuer, for example, where the issuer is loss-making or the issuer has a negative net asset value.
4.3 Notwithstanding the fact that the relative figure under Rule 1006(b), which exceeds 5.0% but do not exceed 20.0%, refers to losses incurred by the disposed entity and the Group, the Company is making this announcement on the basis that the Disposal is a "discloseable transaction" for the purposes of Chapter 10 of the Listing Rules.

5. FINANCIAL EFFECTS OF THE DISPOSAL

5.1 For illustrative purposes only, the financial effects of the Disposal on the net tangible assets per share and earnings per share of the Group, based on the latest audited consolidated financial statements of the Group for the financial year ended 31 December 2011 are set out below.

Effects on net tangible assets per share

Had the Disposal been effected on 31 December 2011, the financial effect on the net tangible assets of the Group is as follows:

Before Disposal

After Disposal

Net tangible assets

(S$'000)

2,705

2,121

Number of issued shares

977,451,747

977,451,747

Net tangible assets per share

0.28

0.22

Effects on earnings per share

Had the Disposal been effected on 1 January 2011, the financial impact on the Company's earnings per share for the financial year ended 31 December 2011 is as follows:

Before Disposal

After Disposal

Profit attributable to equity holders of the Company (S$'000)

1,613

1,043

Weighted average number of issued shares

1,893,549,785

1,893,549,785

Earnings per share (cents)

0.09

0.06

Please note that the above financial figures are for illustrative purposes only and do not necessarily reflect the actual results and financial performance and position of the Group after the Disposal. No representation is made as to the actual financial position and/or results of the Group after completion of the Disposal.

5.2 Book value and profits
The book value of Asia Copper as at 30 November 2012 is negative S$91,859. The excess of the proceeds over book value is approximately S$91,860. Accordingly, the net gain on Disposal is approximately S$91,860.
The net loss attributable to the Disposal is S$575,296.

6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

Save for their shareholdings in the Company, none of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the Disposal or Tenneco. The Directors are also not aware of any substantial shareholders who have any interest, direct or indirect (other than their shareholdings in the Company), in the Disposal or Tenneco.

7. SERVICE CONTRACTS

There are no directors who are proposed to be appointed as a Director of the Company in connection with the Disposal. Accordingly, no service contract is proposed to be entered into between the Company and any such person.

8. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Disposal Agreement is available for inspection during normal business hours at the Company's registered office at 65 Tech Park Crescent, Singapore (637787) for a period of three (3) months from the date of this announcement.

By Order of the Board ADVANCE SCT LIMITED

Simon Eng
Executive Chairman
31 December 2012

distributed by