Sunrise Shares Holdings Ltd. Completes Acquisition of Fuzhou Tianfujia Industrial Co., Ltd

Key Highlights for Investors

• Completion of Major Acquisition: Sunrise Shares Holdings Ltd. has completed the acquisition of the entire equity interest of Fuzhou Tianfujia Industrial Co., Ltd (“Tianfujia”), making it a wholly-owned subsidiary of the Group.
• Consideration and Share Issuance: The acquisition was executed for an aggregate consideration of S\$1,000,000, satisfied through the allotment and issuance of 34,482,758 new ordinary shares (“Consideration Shares”) in Sunrise Shares Holdings Ltd. to the vendors at S\$0.029 per share.
• Increase in Share Capital: Post-acquisition, the total issued ordinary shares of the Company (excluding treasury shares) increased from 295,051,575 to 329,534,333 shares, representing a significant dilution but also a substantial expansion of the Company’s asset base.
• SGX-ST Approval: The Company has received the listing and quotation notice (“LQN”) from the Singapore Exchange Securities Trading Limited (SGX-ST) for the Consideration Shares, which are expected to be listed and quoted on the Catalist Board around 26 March 2026.
• Appointment of Legal Representative: Mr. Chi Fubo continues as the legal representative and sole director of Tianfujia, ensuring continuity in local management and operations.

Details of the Acquisition

The Board of Directors of Sunrise Shares Holdings Ltd. announced the completion of the Proposed Acquisition of Tianfujia, which was previously disclosed in a series of announcements and a shareholder circular. The transaction was structured as a major acquisition under SGX rules, with the entire S\$1,000,000 consideration paid in new shares. The 34,482,758 Consideration Shares have been fully allotted and issued to the vendors, free from all claims, pledges, mortgages, charges, liens, and encumbrances. These new shares rank pari passu with existing shares except for dividends, rights, or distributions for which the record date is prior to their issue.

The transfer of the sale shares was completed on 10 March 2026, and all conditions precedent have been fulfilled as of 23 March 2026. With the completion, Tianfujia is now officially a wholly-owned subsidiary of Sunrise Shares Holdings Ltd.

Potential Price-Sensitive Information for Shareholders

• Substantial Share Dilution: Existing shareholders should note the increase in issued share capital, which represents approximately an 11.7% dilution. This may impact the earnings per share in the near term but is expected to enhance the Group’s long-term asset base.
• Expansion into New Businesses: The successful acquisition of Tianfujia may signal Sunrise Shares Holdings Ltd.’s intention to expand into new markets or product lines, potentially impacting the Group’s future revenue streams and profitability.
• Listing of New Shares: The imminent listing of the Consideration Shares on the Catalist Board could increase trading liquidity and market visibility.
• Continuity in Local Management: The continued appointment of Mr. Chi Fubo as the legal representative and sole director of Tianfujia provides operational stability during the integration period.

Investors should be aware that the newly issued Consideration Shares do not carry rights to dividends, allotments, or other distributions declared prior to their issuance.

Other Important Notes

• The Company received the LQN from the SGX-ST on 17 March 2026, but the LQN is not an indicator of the merits of the acquisition or the company’s prospects.
• The announcement has been reviewed by the Company’s sponsor, Novus Corporate Finance Pte. Ltd., but not by SGX-ST, which assumes no responsibility for its contents.
• Contact for sponsor-related queries: Ms. Lau Sze Mei, Associate Director, Novus Corporate Finance Pte. Ltd., 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, Tel: (65) 6950 2188.

Conclusion

The completion of this S\$1 million acquisition represents a significant milestone for Sunrise Shares Holdings Ltd., expanding the Group’s footprint and potentially altering its financial performance and strategic direction. Shareholders should closely monitor subsequent disclosures regarding the integration of Tianfujia and its impact on the Group’s financial results.

Disclaimer: This article is compiled for informational purposes only and does not constitute investment advice. Investors are advised to exercise their own judgment and consult their professional advisers before making investment decisions. The Singapore Exchange Securities Trading Limited (SGX-ST) has not examined or approved the contents of this article and assumes no responsibility for its accuracy or completeness.

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