HGH Holdings Ltd. Announces Completion of Strategic Investment in Cool Farms Holdings Pte. Ltd.

Key Highlights of the Transaction

• HGH Holdings Ltd. (“HGH” or “the Company”) has completed the subscription of 135,000 new ordinary shares in Cool Farms Holdings Pte. Ltd. (“Cool Farms”).
• The stake acquired represents 13.5% of the total issued and paid-up share capital of Cool Farms, for a total consideration of RMB 20,000,000.
• The completion of this transaction follows the fulfillment of all Conditions Precedent under the relevant Subscription Agreement.
• As a result, Cool Farms is now a 13.5%-owned associate of HGH Holdings Ltd.

Shareholders’ Agreement: Key Provisions

1. Tag-Along Rights

• If any shareholder (the “Seller”) proposes to sell its shares in a bona fide arm’s length transaction to a third-party purchaser, the sale cannot be completed unless the purchaser extends an offer to acquire shares from the other shareholders on the same terms.
• The other shareholders have 20 business days to notify the Seller if they wish to sell all their shares at the proposed sale price. Should they accept, the sale for all parties is to be completed simultaneously.

2. Drag-Along Rights

• In the event an offer is received from a bona fide purchaser for all shares, and only after 18 months from the date of the shareholders’ agreement, a majority shareholder or group of shareholders holding at least 75% of shares (“Majority Seller”) can require all other shareholders to sell their shares to the purchaser.
• The notice period for such a sale is at least 14 business days, and the price per share must be equal to or greater than the consideration offered by the purchaser.
• These provisions ensure exit opportunities for both minority and majority shareholders, which can be attractive in the event of a future sale or acquisition.

Important Information for Shareholders

• The completion of this transaction signals HGH Holdings’ strategic expansion into the agri-tech sector through its investment in Cool Farms, potentially opening up new growth avenues.
• The Tag-Along and Drag-Along rights provide robust protection and flexibility for HGH and all shareholders in Cool Farms, ensuring fair exit mechanisms in the event of a sale.
• The transaction may be price sensitive, as the successful acquisition of a significant stake in a growing company like Cool Farms could positively impact HGH Holdings’ future earnings and valuation.
• Any subsequent sale of shares by HGH or other shareholders, as governed by the shareholders’ agreement, may also be subject to further disclosures and shareholder approval in line with Catalist Rules.

Next Steps and Corporate Governance

• The Company will continue to make necessary announcements and/or seek shareholder approvals as required under Singapore Exchange Catalist Rules for any subsequent related transactions.
• The completion of this strategic investment was officially announced by the Executive Director and CEO, Mr. Tan Poh Guan, on 8 January 2026.

Contact

For further information, shareholders may contact the Company’s sponsor, SAC Capital Private Limited, via Ms. Audrey Mok at (65) 6232 3210, 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. The information has been compiled from company announcements and is subject to change. Investors are advised to conduct their own due diligence and consult their financial advisors before making any investment decisions.

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