OceanScape International Limited Receives Whitewash Waiver for Convertible Loan

Key Highlights

• Whitewash Waiver Granted: OceanScape International Limited (formerly V2Y Corporation Ltd.) has received a Whitewash Waiver from the Securities Industry Council (SIC) of Singapore regarding a major convertible loan transaction with Mr. Lang Jinjun.
• Potential Change in Control: The transaction could result in Mr. Lang Jinjun and his concert parties holding over 49% of the voting rights in the Company, significantly changing the Company’s shareholding structure.
• Shareholder Vote Required: The waiver is conditional on independent shareholders’ approval of a dedicated Whitewash Resolution at an upcoming general meeting.
• Independent Financial Adviser Appointed: An IFA will be engaged to advise shareholders on the implications of the Whitewash Resolution and the convertible loan.
• Detailed Circular Forthcoming: A circular with full details and the IFA’s opinion will be sent to shareholders before the vote.

Details of the Whitewash Waiver and Convertible Loan

The Board of Directors announced that the SIC granted the Whitewash Waiver on 29 January 2026, relating to a previously announced convertible loan facility extended by Mr. Lang Jinjun. The waiver allows the transaction to proceed without requiring Mr. Lang and his concert parties to make a mandatory general offer for all shares in the Company, provided certain conditions are strictly met.

Conditions Imposed by the SIC

• The Whitewash Resolution must be approved by a majority of independent shareholders at a general meeting, by way of a poll, and must be a standalone resolution.
• Mr. Lang, his concert parties, and parties not independent of them are prohibited from voting on the Whitewash Resolution.
• Neither Mr. Lang nor his concert parties may acquire further shares or related instruments (other than as disclosed in the circular) between the convertible loan announcement and the shareholder vote, or in the six months before the announcement if negotiations were underway.
• An Independent Financial Adviser (IFA) must be appointed to opine on the Whitewash Resolution for independent shareholders.
• The circular to shareholders must clearly set out:
  • Full details of the convertible loan and the proposed conversion shares issuance
  • The dilution impact on existing shareholders
  • The number and percentage of voting rights held by Mr. Lang and his concert parties, both before and after the conversion
  • Prominent warnings that, after conversion, Mr. Lang and his concert parties will control more than 49% of the Company, and will be free to acquire further shares without triggering a general offer obligation
  • Notice that by approving the Whitewash Resolution, shareholders waive their right to a general offer at the highest price paid by Mr. Lang and his concert parties in the prior six months
  • Potential risks, including loss of opportunity for a general offer from other parties who may be discouraged from bidding due to the expected dilution
• The waiver is subject to SIC’s advance approval of the circular sections referring to the Whitewash Resolution
• The shareholder vote must take place within three months, and the loan conversion must occur within five years of loan issuance
• Mr. Lang and relevant parties must comply with specific disclosure obligations under the Singapore Takeover Code

What Shareholders Need to Know

• Share Dilution: The issuance of convertible shares could significantly dilute existing shareholders’ interests and consolidate control with Mr. Lang and his concert parties.
• Loss of General Offer Rights: By approving the Whitewash Resolution, shareholders give up their right to receive a mandatory general offer at the highest price paid by Mr. Lang and his concert parties in the past six months.
• Potential Impact on Share Price: The transaction could be viewed as a change of control event, which may impact share valuation and trading liquidity. The dilution and control implications are highly material and price sensitive.
• Risk of Deterring Competing Offers: The increase in control by Mr. Lang may deter alternative takeover bids, potentially limiting future exit opportunities for minority shareholders.
• Further Details to Come: Shareholders should await the detailed circular and IFA report before making any decisions. Caution is advised when trading shares until the process is complete and all information is available.

Cautionary Statement

The Company specifically warns that, although the Whitewash Waiver has been granted, completion of the convertible loan transaction is not assured as it remains subject to additional conditions. Shareholders and potential investors are urged to exercise caution and consult their professional advisers when dealing in the Company’s shares.

Next Steps

• The Company will soon dispatch a circular with the EGM notice, full transaction details, and the IFA’s independent opinion and recommendation to all shareholders.
• Shareholders should review all materials carefully and participate in the upcoming vote on the Whitewash Resolution.

Disclaimer: This article is a summary and interpretation of a company announcement and is intended for informational purposes only. It does not constitute investment advice. Investors should review the official documents and consult with qualified professional advisers before taking any action regarding the Company’s securities.

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