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Sinobest Technology Holdings Ltd

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Sinobest Technology Holdings Ltd CIRCULAR DATED 31 DECEMBER 2012 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE ACTION THAT YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY. If you have sold or transferred all your shares in the capital of Sinobest Technology Holdings Ltd. (the “Company”) 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 represented by physical share certificate(s), you should at once hand this Circular to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. The Company was placed on the watch-list of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) on 3 March 2010. The SGX-ST has granted the Company an extension of time until 28 February 2013 to meet the requirements to exit from the SGX-ST’s watch-list. Should the Company be unable to meet the requirements of Rule 1314 of the Listing Manual by 28 February 2013 or any extended timeline as approved by the SGX-ST, the SGX-ST may either remove the Company from its Official List, or suspend trading of the Shares with a view to removing the Company from its Official List. Please refer to the Section 4.7 of this Circular entitled “Rationale for the Proposed Acquisition” for further details of Rule 1314 of the Listing Manual. The Company is proposing the transactions contemplated in this Circular, which upon completion, will place the Company in a better position to apply for the removal from the SGX-ST’s watch-list. However, there is no assurance that the Proposed Transactions, when completed, will achieve the Company’s objective of applying for its removal from the SGX-ST’s watch-list. In the event that the SGX-ST exercises its power to remove the Company from its Official List at such time, any exit alternative offered by the Company may or may not be reasonable and Shareholders may lose some or all of their investment in the Company. The SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. An application has been made to the SGX-ST for permission for the listing and quotation of the Consideration Shares, the Consolidated Shares and the Performance Shares on the Mainboard of the SGX-ST. The approval in-principle granted by the SGX-ST to the Company for the listing and quotation on the Official List of the SGX-ST, of the Consideration Shares, the Consolidated Shares and the Performance Shares, is not to be taken as an indication of, the merits of the Proposed Transactions, the OKH Group, the Enlarged Group, the Shares, the Consideration Shares, the Consolidated Shares or the Performance Shares. Terms appearing on the cover of this Circular bear the same meanings as defined in this Circular. YOUR ATTENTION IS DRAWN TO SECTION D ENTITLED “RISK FACTORS” IN THE LETTER TO SHAREHOLDERS FROM OKH OF THIS CIRCULAR WHICH YOU SHOULD REVIEW CAREFULLY. SINOBEST TECHNOLOGY HOLDINGS LTD. (Company Registration No. 35479) (Incorporated in Bermuda) CIRCULAR TO SHAREHOLDERS in relation to (1) The proposed acquisition of the entire issued share capital of OKH Holdings Pte. Ltd. for the Purchase Consideration of S$123,184,659; (2) The proposed increase in the authorised share capital of the Company; (3) The proposed issue and allotment of 1,026,538,825 Consideration Shares in satisfaction of the Purchase Consideration for the Proposed Acquisition; (4) The proposed cash distribution by the Company of approximately S$1.0 million in cash to its Shareholders by way of capital reduction; (5) The proposed disposal of the Company’s shareholding interest in the Operating Subsidiaries to the Undertaking Shareholders involving a selective share cancellation pursuant to the Disposal Agreement; (6) The proposed consolidation of every two Shares into one Consolidated Share; (7) The proposed change of auditors; (8) The proposed change of name of the Company from “Sinobest Technology Holdings Ltd.” to “OKH Global Ltd.”; (9) The proposed termination of the existing share option scheme and the proposed adoption of the OKH Performance Share Plan; and (10) The proposed amendment to the Bye-Laws. Financial Adviser to the Company in respect of the Proposed Acquisition and the Proposed Disposal Asiasons WFG Capital Pte Ltd (Company Registration No. 200002789M) (Incorporated in the Republic of Singapore) Independent Financial Adviser in respect of the Proposed Disposal as an Interested Person Transaction Provenance Capital Pte. Ltd. (Company Registration No.: 200309056E) (Incorporated in the Republic of Singapore) IMPORTANT DATES AND TIMES Latest date and time for lodgement of Proxy Form : 21 January 2013 at 10.00 a.m Date and time of Special General Meeting : 23January2013at10.00a.m Place of Special General Meeting : 1RobinsonRoad #18-00 AIA Tower Singapore 048542 TABLE OF CONTENTS Page CORPORATE INFORMATION .............................................. 5 DEFINITIONS........................................................... 7 INDICATIVE TIMETABLE FOR THE PROPOSED TRANSACTIONS ................ 17 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ........... 18 LETTER TO SHAREHOLDERS ............................................. 19 1. INTRODUCTION ................................................... 20 2. SUMMARY OF THE PROPOSED TRANSACTIONS ........................ 21 3. SUBMISSION TO THE SGX-ST ....................................... 26 4. PROPOSED ACQUISITION ........................................... 28 5. PROPOSED CASH DISTRIBUTION BY WAY OF CAPITAL REDUCTION . 35 6. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL ................ 37 7. PROPOSED DISPOSAL INVOLVING THE PROPOSED SELECTIVE SHARE CANCELLATION ................................................... 38 8. PROPOSED CONSOLIDATION ........................................ 44 9. PROPOSED CHANGE OF AUDITORS .................................. 47 10. PROPOSED CHANGE OF NAME OF THE COMPANY...................... 48 11. PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND THE PROPOSED ADOPTION OF THE OKH PERFORMANCE SHARE PLAN . 49 12. PROPOSED AMENDMENT TO THE BYE-LAWS .......................... 55 13. PROPOSED COMPLIANCE PLACEMENT ............................... 57 14. FINANCIAL EFFECTS OF THE PROPOSED TRANSACTIONS ............... 58 15. THE ENLARGED GROUP AFTER THE PROPOSED TRANSACTIONS......... 62 16. MATERIAL CONTRACTS OF THE SINOBEST GROUP ..................... 68 17. MATERIAL LITIGATION OF THE SINOBEST GROUP ...................... 68 18. EXPENSES ....................................................... 69 19. INTERESTS OF EXPERTS AND OTHER RELATIONSHIPS.................. 69 20. ADVICE OF THE IFA IN RELATION TO THE PROPOSED DISPOSAL ......... 69 1 TABLE OF CONTENTS Page 21. AUDIT COMMITTEE STATEMENT ..................................... 70 22. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS ......... 70 23. RECOMMENDATION OF THE DIRECTORS .............................. 71 24. SPECIAL GENERAL MEETING........................................ 72 25. ACTION TO BE TAKEN BY SHAREHOLDERS ........................... 72 26. RESPONSIBILITY STATEMENTS BY THE DIRECTORS .................... 72 27. RESPONSIBILITY STATEMENT BY THE FINANCIAL ADVISER .............. 73 28. MISCELLANEOUS.................................................. 73 29. ADDITIONAL INFORMATION ......................................... 74 LETTER TO SHAREHOLDERS FROM OKH A. INTRODUCTION ................................................... 75 B. INFORMATION OF OKH GROUP ...................................... 75 B.1 History........................................................... 75 B.2 Business Overview................................................. 78 B.3 Principal Activities ................................................. 78 B.4 Projects .......................................................... 79 B.5 Work Process ..................................................... 85 B.6 Quality Assurance ................................................. 90 B.7 Safety Policy...................................................... 91 B.8 Awards and Accolades ............................................. 92 B.9 Sales and Marketing ............................................... 93 B.10 Production Facility ................................................. 94 B.11 Properties and Fixed Assets ......................................... 94 B.12 Research and Development.......................................... 96 B.13 Intellectual Property................................................ 97 B.14 Seasonality ....................................................... 97 2 TABLE OF CONTENTS Page B.15 Staff ............................................................. 97 B.16 Staff Training ..................................................... 98 B.17 Insurance ........................................................ 98 B.18 Major Suppliers ................................................... 99 B.19 Major Customers .................................................. 100 B.20 Credit Management ................................................ 101 B.21 Inventory Management.............................................. 104 B.22 Licences, Permits and Approvals ....................................
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