(I) SETTLEMENT OF BULK SALE CLAIMS AND LITIGATION CLAIMS

  the parties have agreed to settle the Litigation Claims and the Bulk Sale Claims (the ?Settlement?)

on, inter alia, the following terms:

(a) the entry into the SPA (as defined below) for the sale of all the shares in the capital of

NTY held by the Group to SKT Recycling Pte Ltd

(b) the entry into a deed of release (?Deed of Release?) between (i) the Company, Mr. Weng

Hua Yu @ Simon Eng, NTY, Tsingtech Recycling Pte Ltd, CNCM Capital Pte Ltd and

TYE, and (ii) Mr. Wong Wee Keong , Mr. Lim Chwee Poh, Mr. Tan Wee Beng, Mr. Tan

Siong Kern, Mr. Tan Seng Kiah, the Purchaser and New Tsingyi (Projects) Pte Ltd, on

terms to be mutually agreed in relation to, inter alia, the withdrawal and discontinuance

of the Litigation Claims and the termination of the Sungei Kadut SPA



 

(c) the payment of an aggregate sum of S$117,000 to the Group by way of a cashier?s order

to be delivered to an escrow agent on a non-discretionary basis within five (5) business

days on the earlier of the Cashier?s Order Conditions (as defined below), to be released

on Completion (as defined below). In the event the cashier?s order is not delivered to the

escrow agent in compliance with the terms, all obligations under the SPA and the Deed

of Release shall terminate and all parties? respective rights shall remain as if no

settlement has been effected

(d) the payment of an aggregate sum of S$730,682.01 to the Group and to a third party in

relation to services incurred by the Group (collectively, the ?B Payment?) to be made by

way of respective cheques in four (4) equal monthly instalments, whereby the first

instalment cheques are to be delivered within two (2) business days of the signing of the

SPA and the remaining instalment cheques are to be delivered by the 26th day of each

subsequent month

 

1.2. RATIONALE FOR THE SETTLEMENT

The Board believes that the Settlement will allow the Group to save on the costs and expenses

which will be incurred in the event the Litigation Claims and the Bulk Sale Claims were to continue,

as well as the recovery of an aggregate of approximately S$0.85 million of expenses in relation

to the Bulk Sale Claims. In connection with the entry into the SPA and the Deed of Release, the

Sungei Kadut SPA will also be terminated.

1.3. FINANCIAL IMPACT OF THE SETTLEMENT

The Settlement is expected to have a material positive impact on the earnings per share and net

tangible assets per share of the Group for the current financial year ending 31 December 2014.

 

(II) ENTRY INTO CONDITIONAL SALE AND PURCHASE AGREEMENT FOR THE PROPOSED DISPOSAL OF THE GROUP?S ENTIRE EQUITY INTEREST IN NEW TSINGYI PTE LTD

 

2.1. PURCHASE PRICE

The Company and TYE are the legal and beneficial owners of 30.03% and 64% of the

shareholding interest of NTY respectively, amounting to an aggregate of 1,173,908 shares in the

capital of NTY (the ?Sale Shares?). Pursuant to the SPA, the Vendors have agreed to sell and

the Purchaser has agreed to purchase the Sale Shares (the ?Disposal?) for an aggregate cash