(Incorporated in the Republic of Singapore on 11 January 2018)

(Company Registration No: 201801590R)

ANNOUNCEMENT PURSUANT TO RULE 706A OF THE LISTING MANUAL

Pursuant to Rule 706A of the Singapore Exchange Securities Trading Limited Listing Manual Section

  1. Rules of Catalist, the board of directors ("Directors" or "Board") of ST Group Food Industries Holdings Limited (the "Company" and together with its subsidiaries, the "Group") is pleased to announce the following transactions that occurred during the six-month financial period from 1 January
    2021 to 30 June 2021:
  1. On 28 January 2021, STG Food Industries 5 Pty Ltd, a wholly-owned subsidiary of the Company, incorporated a subsidiary in Australia known as "Song Fa Outlet 1 Pty Ltd" with a total paid up capital of AUD100 comprising 100 ordinary shares. STG Food Industries 5 Pty Ltd holds 100% of the share capital of Song Fa Outlet 1 Pty Ltd. The intended principal activity of Song Fa Outlet 1 Pty Ltd is in the operation of food and beverage outlets.
  2. On 2 February 2021, Gong Cha England Outlets 2 Limited, an indirect subsidiary of the
    Company, incorporated a subsidiary in England known as "Gong Cha England Outlets 2B Limited" with a total paid up capital of GBP100 comprising 100 ordinary shares. Gong Cha
    England Outlets 2 Limited holds 100% of the share capital of Gong Cha England Outlets 2B Limited. The intended principal activity of Gong Cha England Outlets 2B Limited is in the operation of food and beverage outlets.
  3. On 11 February 2021, the Company incorporated a subsidiary in Australia known as "ST Wholesale Pty Ltd" with a total paid up capital of AUD100 comprising 100 ordinary shares. The Company holds 100% of the share capital of ST Wholesale Pty Ltd. The intended principal activity of ST Wholesale Pty Ltd is investment holding.
  4. On 24 February 2021, ST Wholesale Pty Ltd, a wholly-owned subsidiary of the Company, incorporated a company in Australia known as "Beef Musketeers (Aust) Pty Ltd" with a total paid- up capital of AUD50,000 comprising 50,000 ordinary shares. ST Wholesale Pty Ltd holds 32% of the share capital of Beef Musketeers (Aust) Pty Ltd, and the remaining 68% shareholding interest is held by three different parties, which are not related to any of the Directors or controlling shareholders of the Company. The intended principal activity of Beef Musketeers (Aust) Pty Ltd is in the wholesaling and retailing of beef products.
  5. On 13 April 2021, STG Beverage (NZ) Pty Ltd, a wholly-owned subsidiary of the Company, acquired 24% of the share capital of GC (England) Pte Ltd held by Seventy Eight Investments Pte Ltd, comprising 108,000 shares of SGD1 each, for a purchase consideration of SGD158,000. The unaudited net asset value of these shares as at 31 December 2020 amounted to SGD38,691. The consideration was determined on a willing-buyer and willing-seller basis after arm's length negotiations, and paid in cash derived from internally generated funds upon completion of the acquisition. The principal activity of GC (England) Pte Ltd is investment holding.
  1. On 14 June 2021, NNC F&B Restaurants Sdn Bhd, an indirect subsidiary of the Company, acquired 30% of the share capital of NNC Restaurants Damansara Sdn Bhd held by Loo Pang How, Low Kheng Lun and Bin Mei Jing collectively, comprising 60,000 shares of RM1 each, for a purchase consideration of RM3. The unaudited net liability value of these shares as at 31 December 2020 amounted to RM389,706. The consideration was determined on a willing-buyer and willing-seller basis after arm's length negotiations, and paid in cash derived from internally generated funds upon completion of the acquisition. The principal activity of NNC Restaurants Damansara Sdn Bhd is in the operation of food and beverage outlets.
  2. On 14 June 2021, NNC Food Industries Malaysia Sdn Bhd, an indirect subsidiary of the Company, acquired 30% of the share capital of NNC Food Avenue Sdn Bhd held by Foong Chai Mei and Claire Lianie Sibatin collectively, comprising 90,000 shares of RM1 each, for a purchase consideration of RM2. The unaudited net liability value of these shares as at 31 December 2020 amounted to RM71,156. The consideration was determined on a willing-buyer and willing-seller basis after arm's length negotiations, and paid in cash derived from internally generated funds upon completion of the acquisition. The principal activity of NNC Food Avenue Sdn Bhd is in the operation of food and beverage outlets.
  3. On 15 June 2021, Gong Cha England Outlets Limited, an indirect subsidiary of the Company, incorporated a subsidiary in England known as "Gong Cha England Outlets 3 Limited" with a total paid up capital of GBP100 comprising 100 ordinary shares. Gong Cha England Outlets Limited holds 100% of the share capital of Gong Cha England Outlets 3 Limited. The principal activity of Gong Cha England Outlets 3 Limited is in the operation of food and beverage outlets.
  4. On 16 June 2021, Gong Cha England Outlets 3 Limited, an indirect subsidiary of the Company, incorporated a subsidiary in England known as "Gong Cha England Outlets 3A Limited" with a total paid up capital of GBP100 comprising 100 ordinary shares. Gong Cha England Outlets 3 Limited holds 100% of the share capital of Gong Cha England Outlets 3A Limited. The principal activity of Gong Cha England Outlets 3A Limited is in the operation of food and beverage outlets.
  5. On 16 June 2021, Gong Cha England Outlets 3 Limited, an indirect subsidiary of the Company, incorporated a subsidiary in England known as "Gong Cha England Outlets 3B Limited" with a total paid up capital of GBP100 comprising 100 ordinary shares. Gong Cha England Outlets 3 Limited holds 100% of the share capital of Gong Cha England Outlets 3B Limited. The principal activity of Gong Cha England Outlets 3B Limited is in the operation of food and beverage outlets.
  6. On 16 June 2021, Gong Cha England Outlets 3 Limited, an indirect subsidiary of the Company, incorporated a subsidiary in England known as "Gong Cha England Outlets 3C Limited" with a total paid up capital of GBP100 comprising 100 ordinary shares. Gong Cha England Outlets 3 Limited holds 100% of the share capital of Gong Cha England Outlets 3C Limited. The principal activity of Gong Cha England Outlets 3C Limited is in the operation of food and beverage outlets.

All the above transactions were funded by the Group's internal resources and is not expected to have a material impact on the consolidated net tangible assets and consolidated earnings per share of the Group for the current financial year ending 30 June 2022.

Save as disclosed above and in the Company's announcement dated 8 February 2021 entitled "Announcement pursuant to Rule 706A of the Listing Manual", there was no acquisition or sale of shares by the Company during FY2021 which requires disclosure pursuant to Rule 706A of the Catalist Rules.

None of the Directors, controlling shareholders or substantial shareholders of the Company has any interest, direct or indirect, in the incorporation of the subsidiaries, save for their respective shareholdings in the Company (if any).

BY ORDER OF THE BOARD

Saw Tatt Ghee

Executive Chairman and CEO

21 September 2021

This announcement has been prepared by ST Group Food Industries Holdings Limited (the "Company") and has been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with Rules 226(2)(b) and 753(2) of the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist.

This announcement has not been examined or approved by the SGX-ST. The SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.

The contact person for the Sponsor is Mr David Tham, Senior Director, Equity Capital Markets, who can be contacted at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, telephone: +65 6533 9898.

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ST Group Food Industries Holdings Ltd, published this content on 22 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2021 03:11:05 UTC.