Sunrise Shares Holdings Ltd. Receives SGX Approval for Major Acquisition of Fuzhou Tianfujia Industrial Co., Ltd

Key Highlights for Investors

• Proposed Acquisition: Sunrise Shares Holdings Ltd. is set to acquire the entire equity interest in Fuzhou Tianfujia Industrial Co., Ltd for a total consideration of S\$1,000,000.
• Issuance of New Shares: The acquisition will be settled through the issuance of 34,482,758 new ordinary shares in Sunrise Shares Holdings Ltd., each at an issue price of S\$0.029 per share to the vendors of Fuzhou Tianfujia Industrial Co., Ltd.
• SGX Listing Approval: On 17 March 2026, the Singapore Exchange Securities Trading Limited (SGX-ST) granted its listing and quotation notice (LQN) for these new shares, subject to compliance with all listing requirements.
• All Conditions Met: As of this announcement, all conditions precedent for the acquisition have been fulfilled, paving the way for the completion of the transaction.

Details and Potential Impact for Shareholders

The Board of Directors has confirmed the fulfillment of all conditions required under the Sale and Purchase Agreement (SSA) for the acquisition. The extension for meeting these conditions was previously set to 26 March 2026, but all obligations have now been satisfied ahead of schedule.

This acquisition is classified as a major transaction for Sunrise Shares Holdings Ltd. due to its substantial size relative to the Group’s existing operations. Issuing shares as consideration for the purchase may result in dilution for existing shareholders, but it also signifies a strategic expansion into the industrial sector through the acquisition of Fuzhou Tianfujia Industrial Co., Ltd.

The issue price of S\$0.029 per Consideration Share is a key detail for investors, as it provides a valuation benchmark for the transaction and could influence market perception and trading in the Company’s shares.

Importantly, the SGX-ST has stated that the approval for listing and quotation is not an indication of the merits of the Proposed Acquisition, the Consideration Shares, or the Company’s prospects. Furthermore, should Sunrise Shares Holdings Ltd. acquire additional assets or businesses from the same vendors or related parties, the SGX-ST reserves the right to aggregate these transactions and potentially reclassify them as a very substantial acquisition or a reverse takeover, according to Rule 1015 of the Catalist Rules. This is a critical regulatory consideration that could affect the Company’s listing status and future corporate actions.

Cautionary Notes for Investors

• Shareholders and potential investors are strongly advised to exercise caution when dealing in the securities of Sunrise Shares Holdings Ltd., given the potential price sensitivity and implications of this major transaction.
• The Company will issue further announcements upon the completion of the Proposed Acquisition. Any subsequent asset injections or acquisitions from the same vendors or related parties may trigger additional regulatory scrutiny and could significantly impact the Company’s structure and share price.
• Investors are encouraged to consult their professional advisers (e.g., stockbrokers, solicitors, or bank managers) if they have any doubts or require guidance regarding their shareholdings and investment decisions amid these developments.

Corporate Governance and Compliance

This announcement has been reviewed by the Company’s sponsor, Novus Corporate Finance Pte. Ltd., although it has not been examined or approved by the Singapore Exchange. The Exchange assumes no responsibility for the contents of this announcement.

The designated contact for the sponsor is Ms. Lau Sze Mei, Associate Director, located at 7 Temasek Boulevard, #04-02 Suntec Tower 1, Singapore 038987, telephone (65) 6950 2188.

Disclaimer: This article is not investment advice. Shareholders and investors should review all relevant disclosures and seek independent professional advice before making any investment decisions. The information provided is based on the Company’s official announcements and may be subject to further updates or changes.

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