[p1acebo]

ANNEX B LETTER FROM THE IFA TO THE INDEPENDENT DIRECTORS

Having considered the above and subject to the assumptions and qualifications set out in this Letter, we are of the opinion that on balance, the financial terms of the Offer are not fair and not reasonable.

In arriving at our opinion, we have considered the following pertinent factors and have placed greater emphasis on asset-based financial ratios given that the Company is in asset intensive business:

(i) we note that the Group has been profitable from FY2022 to FY2024 with net profits increasing from approximately S$3.65 million in FY2022 to approximately S$6.27 million in FY2024. The Group has also declared dividends over the last three financial years with dividend yield ranging between 7.61% and 10.99%. The Group&rsquo s shareholders equities have increase from S$104.74 million in FY2022 to S$107.54 million in FY2024. This implies that the Group is able to generate returns from the deployment of its assets. Accordingly, the steep discount of the Offer Price, on a cash and cash equivalent adjusted basis, from the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RNTA per Share for a company that is profitable, declaring dividends at a high single digit yield and growing shareholders equities with significant cash reserves does not appear to be reasonable

(ii) the Offer Price, as adjusted for cash and cash equivalents of S$0.14 per Share, represents significant discounts to the Ex-cash NAV per Share, Ex-cash NTA per Share, Ex-cash RNAV per Share and Ex-cash RTA per Share that ranged from 72.45% to 80.36%

(iii) The Offer Price represents a premia of over the 1-month, 3-month and 6-month VWAP prior to the Offer Announcement Date that is significantly lower than the mean and median premia of the Selected Comparable Transactions and

(iv) the P/NAV and P/RNAV as implied by the Offer Price is below the median and mean of the P/NAV ratios of the Selected Comparable Transactions.

Accordingly, we advise the Independent Directors to recommend that Shareholders REJECT the Offer.

[p1acebo]

Extrated from IFA Report...
Based on the latest announced audited financial results of the Company for FY2024, the Company recorded a NAV and NTA position of approximately S$107.54 million and S$103.09 million respectively, equivalent to approximately a NAV value of S$0.99 per Share and a NTA value of S$0.95 per Share as at the Latest Practicable Date.

[p1acebo]

After Sin Heng makan back the upcoming 5cts dividend, the actual takeover price is just 53cts  

versus  NAV 99cts & NTA 95cts 

[p1acebo]

Even their IFA baotoh them indicating offer is NOT FAIR and NOT REASONABLE and indicate to their independent directors to tell shareholders not to take up the offer

Annex B - B37

https://links.sgx.com/FileOpen/2.%20Sin%20Heng%20-%20Offeree%20Circular.ashx?App=Announcement&FileID=841315

[p1acebo]

Sin Heng AGM & EGM is on 29 April 2025.

The takeover offer ends 5pm 30 April 2025.

Rush job to prevent minority shareholders from asking questions and time to think over

[p1acebo]

https://simplywall.st/stocks/sg/capital-.../valuation


This site values Sin Heng at $2.80

[p1acebo]

https://valueinvesting.io/BKA.SI/valuation/fair-value


This site values Sin Heng at $1.79

[p1acebo]

Hopefully more minority shareholders can take note.  Right now the Sin Heng bosses, SSH and those accepting minority shareholders total only 72.37%

That means they only need to get 17.63% more from remaining minority shareholders to get to the 90% threshold to trigger the takeover.

Please help to dissemindate the lowball takeover Rejection recommendation by Sin Heng's own Independent Financial Advisor/

[Ernesto]

SGX is useless where many using it as tool to scam investor instead of doing real business to earn decent dividend.
Most delist below IPO price later list at high price again when all is forgotten.

[Ernesto]

Dun forget this every five existing shares was consolidated into one consolidated share

[ysh02]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

[p1acebo]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

Not too sure.  But for the failed Suntec REIT  takeover, they returned the shares 

[p1acebo]

The Sin Heng Substantial Shareholders (SSH) are very smelly.

They even hide and park their IFA’s recommendation (To reject) under some obscure Takeover Circular .

You can be sure when the hardcopy document reaches you it will be very late. And you may already have made the erroneous decision.

My take is to Reject. If suay suay hit 90% so be it. Your shares will be makan and you will paid 58cts per share anyway. So no loss.

[p1acebo]

What if they cannot get 90% by end April ? Those surrendered one can they take back their own shares ?

If you sell in open market then no.

[victortan]

Only gondo buy this type of share. 

Never ever buy SGX again. U will enjoy been poor.

[p1acebo]

Only gondo buy this type of share. 

Never ever buy SGX again. U will enjoy been poor.

Safer than US stocks and crypto 

[ysh02]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

[p1acebo]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

Their business continue.  Very profitable that’s why they want to take it private. Don’t want to share the profits with other people.  When they first started they need funds so go IPO.

Now grown to very profitable business they don’t want to share anymore 

[p1acebo]

So they give us 53c plus 5c div. and close shop or business continue ? Make money in Myanmar and Thailand....

They give 5cts every year.  Very smelly seem like takeover is 58cts when it is just 53cts, way below the NAV of 99cts.

Some share sites even value Sin Heng at $2.80 and $1.79 respectively.

[p1acebo]

Now the SSH getting worried.  Trying to buy from the open market at 58cts liao.  

But why should we throw in the towel and sell at 53cts (minus 5cts dividends) when the NAV is already easily 99cts?

Minority shareholders unite and reject such a lowball offer! 

It’s like settling for siew mai when you can have juicy mangoes