Sin Ghee Huat : DESPATCH OF OFFEREE CIRCULAR

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VOLUNTARY CONDITIONAL CASH OFFER BY DBS BANK LTD., FOR AND ON BEHALF OF

1. CO PTE. LTD., TO ACQUIRE ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF SIN GHEE HUAT CORPORATION LTD. - DESPATCH OF OFFEREE CIRCULAR

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1. INTRODUCTION

The board of directors (the "Board") of Sin Ghee Huat Corporation Ltd. (the "Company") refers to:

1. the announcement dated 29 April 2021 made by DBS Bank Ltd., for and on behalf of HHH Co Pte. Ltd. (the "Offeror"), in relation to a voluntary conditional cash offer (the
   "Offer") for all the issued ordinary shares (the "Shares") in the capital of the Company (the "Offer Announcement");
2. the announcement dated 30 April 2021 made by the Company informing shareholders of the Company (the "Shareholders") of the Offer; and
3. the announcement dated 17 May 2021 issued by DBS Bank Ltd, for and on behalf of the
   Offeror, that inter alia the offer document dated 17 May 2021 containing the terms and conditions of the Offer ("Offer Document") has been despatched to the shareholders of
   the Company on 17 May 2021.

All capitalised terms not defined herein shall have the same meanings ascribed to them in the Offeree Circular.

1. DESPATCH OF OFFEREE CIRCULAR
   The Board wishes to announce that the Company has today despatched to Shareholders a circular dated 31 May 2021 (the "Offeree Circular") containing, INTER ALIA, the advice of Asian Corporate Advisors Pte. Ltd., the independent financial adviser (the "IFA") to the Directors who
   are considered independent for the purpose of making a recommendation to Shareholders in respect of the Offer (the "Independent Directors"), and the recommendation of the
   Independent Directors in respect of the Offer.
   The Offeree Circular requires the immediate attention of Shareholders. Shareholders should carefully read and consider the recommendation of the Independent Directors and the advice of the IFA to the Independent Directors in respect of the Offer set out in the Offeree Circular before deciding whether to accept or reject the Offer. Shareholders who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers immediately.
2. COPIES OF THE OFFEREE CIRCULAR
   Shareholders (including Overseas Shareholders) who have not received the Offeree Circular within three (3) business days from the date hereof should contact The Central Depository (Pte)

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Limited (the "CDP"), if he is a depositor, or the Company's share registrar (the "Share Registrar"), if he is a scripholder, as the case may be, immediately at the address and

telephone numbers set out below during normal business hours on any day (other than a public holiday, Saturday or Sunday) up to 5.30 p.m. (Singapore time) on the Closing Date (as defined below):

CDP	Share Registrar
The Central Depository (Pte) Limited	Tricor Barbinder Share Registration Services
9 North Buona Vista Drive	(a division of Tricor Singapore Pte Ltd)
#01-19/20 The Metropolis	80 Robinson Road
Singapore 138588	#11-02
Tel: [phone]	Singapore 068898

Shareholders should note that an electronic copy of the Offeree Circular is available on the website of the Singapore Exchange Securities Trading Limited at www.sgx.com.

1. CLOSING DATE
   It is stated in the Unconditional Announcement that acceptances of the Offer should be received
   by 5.30 pm (Singapore time) on 28 June 2021 (or such later date(s) as may be announced from time to time by or on behalf of the Offeror) ("Closing Date").
2. DIRECTORS' RESPONSIBILITY STATEMENT
   The directors of the Company ("Directors") (including those who have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, the omission of which would make any statement in this announcement misleading, and they jointly and severally accept full responsibility accordingly.
   Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, the Offer Announcement), the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

BY ORDER OF THE BOARD

Goh Chee Wee

Non-Executive Chairman and Independent Director

31 May 2021

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CIRCULAR DATED 31 MAY 2021

THIS CIRCULAR IS ISSUED BY SIN GHEE HUAT CORPORATION LTD ("COMPANY"). THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE INDEPENDENT DIRECTORS (AS DEFINED HEREIN) AND THE ADVICE OF ASIAN CORPORATE ADVISORS PTE. LTD. (AS THE INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT DIRECTORS). THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt in relation to this Circular (as defined herein) or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.

If you have sold or transferred all your issued and fully paid shares in the capital of the Company ("Shares"), held through The Central Depository (Pte) Limited ("CDP"), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your Shares which are not deposited with CDP, you should immediately forward this Circular to the purchaser or the transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or the transferee.

This Circular has not been examined or approved by the Singapore Exchange Securities Trading Limited ("SGX-ST") and the SGX-ST assumes no responsibility for the contents of this Circular including the correctness of any of the statements made or opinions expressed or reports contained in this Circular.

SIN GHEE HUAT CORPORATION LTD.

(Company Registration No.: 197700475Z)

(Incorporated in the Republic of Singapore)

CIRCULAR TO SHAREHOLDERS

in relation to the

VOLUNTARY CONDITIONAL GENERAL OFFER

by

DBS BANK LTD.

(Company Registration No. 196800306E)

(Incorporated in the Republic of Singapore)

for and on behalf of

HHH CO PTE. LTD.

(Company Registration No. 201813544G)

(Incorporated in the Republic of Singapore)

to acquire the Offer Shares (as defined herein)

Independent Financial Adviser to the Independent Directors

ASIAN CORPORATE ADVISORS PTE. LTD.

(Company Registration No. 200310232R)

(Incorporated in the Republic of Singapore)

SHAREHOLDERS SHOULD NOTE THAT ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT 5.30 P.M. (SINGAPORE TIME) ON 28 JUNE 2021 (OR SUCH LATER DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE OFFEROR).

	CONTENTS
		PAGE
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . .	7
INDICATIVE TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
2.	THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
3.	INFORMATION ON THE OFFEROR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4.	RATIONALE FOR THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
5.	IRREVOCABLE UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
6.	OFFEROR'S INTENTIONS RELATING TO THE COMPANY . . . . . . . . . . . . . . . . . . .	14
7.	COMPULSORY ACQUISITION AND LISTING STATUS . . . . . . . . . . . . . . . . . . . . . .	15
8.	OFFER DECLARED UNCONDITIONAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
9.	FINANCIAL ASPECTS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
10.	CONFIRMATION OF FINANCIAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
11.	ADVICE AND RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
12.	OVERSEAS SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
13.	INFORMATION PERTAINING TO CPFIS INVESTORS AND SRS INVESTORS . . . .	25
14.	ACTION TO BE TAKEN BY SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
15.	DIRECTORS' RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
16.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
APPENDIX 1 - ADDITIONAL GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .	1-1
APPENDIX 2 - LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS . . . . . .	2-1
APPENDIX 3 - VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-1
APPENDIX 4 - EXTRACT FROM THE COMPANY'S CONSTITUTION . . . . . . . . . . . . . .	4-1
APPENDIX 5 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP
FOR FY2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-1
APPENDIX 6 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE
GROUP FOR HY2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6-1

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