Pan-United Corporation Ltd (SGX:P52) announced the spin-off of 90% of Xinghua Port Holdings Pte. Ltd. (Xinghua) on May 3, 2017. Under the terms of the deal, Xinghua shall acquire the remaining 10% of the total issued and paid-up share capital of Singapore Changshu Development Company Pte Ltd. (SCD) from Petroships Investment Pte. Ltd., such that SCD will become a wholly-owned subsidiary of Xinghua. Xinghua intends to satisfy the consideration for the SCD shares by issuing and allotting new Xinghua shares credited as fully paid up to Petroships. Petroships will receive Xinghua shares representing around 10% of the enlarged issued and paid-up share capital of Xinghua following the completion of the proposed restructuring. Upon completion of the restructuring, Pan-United proposes to undertake a capital reduction. Xinghua Port Holdings Pte. Ltd had revenue of SGD 92.5 million, profit after tax of CNY 99.74 million (SGD 20.79 million) and net asset value of SGD 155.9 million for the financial year 2016.

Funds generated by the proposed capital reduction shall be returned to the shareholders by the proposed distribution, pursuant to which Pan-United will conduct a distribution in specie of its entire shareholding in the issued and paid-up capital of Xinghua to the entitled shareholders on the indicative basis of every one Xinghua share for every two existing shares held by the shareholders or on their behalf as at a date and time to be separately announced. In conjunction with the distribution, Xinghua also intends to issue new Xinghua Shares amounting up to 5% of the enlarged share capital of Xinghua under a one-time share scheme for the benefit of select employees and certain business partners. It is anticipated that such shares will be issued to the eligible participants immediately prior to the proposed listing. As part of the proposed demerger, Pan-United intends to seek a listing of Xinghua on the main board of Stock Exchange of Hong Kong. Dealings in Shares on the Stock Exchange are expected to commence on February 12, 2018. The stock code of the Shares is 1990.

The Board of Directors of Xinghua consists of eight Directors, comprising three executive Directors, two non-executive Directors and three independent non-executive Directors. Patrick Ng will be the Executive Director and Chairman, Kor Tor Khoon will be Executive Director and chief executive officer, Jane Ng Executive Director, Alan Chan Hong Joo and Lee Cheong Seng will be Non-executive Directors, Tan Chian Khong, Soh Ee Beng and Ting Yian Ann will be Independent non-executive Directors. Patrick Ng will be redesignated as the non-executive deputy chairman of PanU prior to the Listing. The demerger transactions will take place after the completion of the proposed rights issue by the end of 2017.

The deal is subject to Pan-United shareholders' approval for the demerger being obtained at the extraordinary general meeting, the approval of the High Court of Singapore for the proposed capital reduction, approval of Singapore Stock Exchange, Stock Exchange of Hong Kong and other relevant authorities. The deal is also subject to the approval from the listing committee of the SEHK for the listing of shares. The Directors of Pan-United will be convening an extra ordinary general meeting of shareholders to seek approval for the transactions. As of August 11, 2017, the distribution ratio was revised to 1 share of Xinghua for each share of Pan-United. A meeting of the shareholders of Pan-United will be held on October 13, 2017. The deal is approved by Pan-United shareholders at an extraordinary general meeting held on October 13, 2017. As of November 15, 2017, the transaction was approved by High Court of the Republic of Singapore. The Stock Exchange of Hong Kong Limited granted its approval in-principle for the proposed listing of Xinghua Port Holdings Ltd. on the Main Board of the SEHK on December 29, 2017. As of January 16, 2018, Pan-United Corporation dispatched the listing document, selection notice and the sale election notice to the shareholders and announced January 9, 2018 as the book closure date. The selection period is from January 16, 2018 till January 30, 2018. As at the close of selection process on January 30, 2018, it was reported that 700.9 million Xinghua shares will be distributed under the proposed distribution. As on February 9, 2018, the listing committee of The Stock Exchange of Hong Kong Limited has granted its conditional approval to Xinghua Port Holdings for the listing of and permission to deal in the Xinghua Shares.

The Singapore branch of CIMB Bank Berhad acted as financial advisor to Pan-United. Boardroom Corporate & Advisory Services Pte. Ltd. and Boardroom Share Registrar (HK) Limited acted as registrars for Pan-United. DrewCorp Services Pte Ltd was appointed as scrutineer for the EGM. Dentons Hong Kong, Dentons Rodyk & Davidson LLP and Shu Jin Law Firm acted as legal advisors, Jones Lang LaSalle Corporate Appraisal and Advisory Limited acted as valuer, Boardroom Share Registrars (HK) Limited acted as registrar and Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. acted as industry consultant to Xinghua. Allen & Overy and King & Wood Mallesons acted as legal advisors to CIMB Securities Limited, sponsor of Xinghua.

Pan-United Corporation Ltd (SGX:P52) completed the spin-off of 90% of Xinghua Port Holdings Pte. Ltd. (Xinghua) for approximately SGD 160 million on February 7, 2018. On February 7, 2018, all conditions to the transaction have been fulfilled. The dealings in Xinghua shares on the SEHK are currently expected to commence on February 12, 2018.