Fabchem China: Extension of Time to Meet Rule 1315 Requirements of Listing Rules for Delisting from Watchlist

FABCHEM CHINA LIMITED

(Company Registration No.: 200413128G)

(Incorporated into the Republic of Singapore)

EXTENDED TIME LIMIT FOR SATISFYING THE REQUIREMENTS OF RULE 1315 OF THE QUOTATION RULES FOR

REMOVAL FROM THE WATCH LIST

context

1. Board of directors (“Plank” Where “Directors“) of Fabchem China Limited (“Company“) refers to its announcements on November 26, 2021, December 17, 2021, January 5, 2022 and February 21, 2022 (collectively, the “Advertisement“). Unless otherwise defined herein or the context otherwise permits, all capitalized terms and references shall have the same meaning as defined in the Advertisements.
2. In accordance with the Company’s request to SGX-ST on February 16, 2022 to request an additional three (3) month extension for the Company to meet the requirements of Rules 1314 and 1315 of the Listing Rules for removal from the Watch-List, the Company is pleased to announce that the SGX-ST has, on March 3, 2022, confirmed that it has no objection to the Company’s request for a further three (3) month extension until August 4, 2022 (“To renouncer“), subject to the following conditions:
3. 1. The company announcing the waiver granted, the reasons for the waiver request, the requirements under Rule 107 for motherboard registration, and whether the waiver requirements have been met. If the waiver conditions have not been met on the date of the announcement, the Company must make an update announcement as one of the conditions arises and also when all the conditions have been met;
   2. The submission of RTO’s application for approval of SGX-ST no later than May 20, 2022;
   3. The Company convening the EGM by July 22, 2022 to obtain shareholder approval for the proposed Acquisition and the proposed transfer to Catalist; and
   4. Completion of RTO by August 4, 2022.

The waiver will not be effective if any of the conditions have not been met.

The Company will immediately disclose via SGXNET whether it is/will be in breach of the laws and regulations governing the Company and the constitution of the Company arising from the Waiver.

3. With the information contained in this announcement, the Company will have complied with the waiver condition in paragraph 2(a) above and the Company is not in breach of any laws and regulations governing the Company and the constitution of the Company arising from the waiver . on the date of this announcement. The Company will make update announcements when the other conditions have been met.

New timeline

4. The indicative timetable based on a three (3) month extension is as follows:

Reasons for requesting an exemption

1. The Company and the Target are still in discussions with potential Placement Agents and it will take more time to determine the size of the Compliance Placement under uncertain market conditions. These preliminary comments from placement agents would allow Target to better align its expansion plans and use of compliance placement proceeds, as well as provide relevant compliance placement disclosure in the circular.
2. In view of the above, the Company was unable to meet the deadline of February 21, 2022 to submit the RTO application proposal to the SGX-ST. This would also affect the subsequent steps, in particular the sending and filing of the circular by March 31, 2022 and the convening of the EGM by April 22, 2022.
3. In addition, it was originally expected that the submission of the proposed RTO application would include the financial statements for the years ended June 30, 2019, 2020 and 2021 and the three-month period ending September 30, 2020 and September 30, 2021. This would require the circular to be filed no later than March 31, 2022 to comply with the prospectus disclosure requirements under the Fifth Schedule of Securities and Futures (Offers of Investments) (Securities and Securities Derivative Contracts) Regulations 2018. If the circular is filed and sent after 31 March 2022 and no later than 30 June 2022, the target would be required to deliver results intermediaries for at least the six-month period ending on December 31, 2020 and December 31, 2021 in the Circular.
4. With the additional interim financial results to be published in the circular, other preparatory work such as the valuation report, legal due diligence report and IFA letter should be updated accordingly. The Company anticipates that this preparatory work will take approximately 3 months to complete.

Further information

9. The Company will make further announcements regarding the proposed acquisition, the proposed RTO and the proposed transfer to Catalist at the appropriate time as material developments occur as well as the outcome of the Company’s aforementioned application to SGX -ST for the Additional Extension and any conditions that may be imposed by SGX-ST.

commercial attention

10. Shareholders and investors are urged to exercise caution when trading their shares and to read this announcement and any other Company announcements carefully, as the proposed acquisition, the proposed RTO and the proposed transfer to Catalist are subject to the satisfaction of the preconditions. in the Agreement between the Company and the Sellers and there is no certainty or assurance, as of the date of this announcement, as to their completion. Shareholders and investors should consult their brokers, attorneys or other professional advisers if they are in doubt about what action to take.

BY ORDER OF COUNCIL

Wee Phu Gam

Acting Chairman and Independent Lead Director

Fabchem China Limited

March 4, 2022