Detailed Timeline and Corporate Developments

Since early 2023, ETC has been actively restructuring and streamlining its operations and corporate governance. The following are the significant milestones and developments:

1. Board and Governance Changes
   • Appointment of Mr. Ye Binlin as Independent Director, Chairman of the Audit Committee, and member of the Nominating & Corporate Governance and Remuneration Committees.
   • Reconstitution of the Board and Board Committees.
2. Strategic Disposal and Restructuring
   • Entry into a Sale and Purchase Agreement with Grand Ally Investments Pte. Ltd. for the disposal of DAS Pte. Ltd.
   • Several extensions and amendments to the SPA, with the long-stop date extended to 31 December 2024.
   • Completion of the Proposed Disposal and entry into related deeds and agreements by December 2024.
   • Striking off of ETC Smart Builder Pte. Ltd., a step towards streamlining group structure.
3. New Business and Capital Initiatives
   • Incorporation of Hainan Jiupeng Chuhe Technology Co., Ltd. (HJC) to drive new business activities.
   • Entry into subscription agreements for convertible bonds amounting to S\$4.5 million, convertible into 968,270,000 new shares.
   • Granting of management options to key HJC employees for up to 239,080,000 new shares.
4. Shareholder Approvals and EGM/AGM Events
   • Multiple extraordinary and annual general meetings held to seek shareholder approval for key transactions, including the disposal, new share issuances, and management options.
   • Shareholders approved the extension of the management option period from 3 months to 36 months.
5. Financial and Capital Structure Updates
   • Confirmation of payment of disposal consideration and completion of share subscription and management option grants by July 2025.
   • Application for admission and quotation of the new shares arising from bond conversion and option exercise.

SGX Regco’s No-Objection Letter: Resumption Conditions

The SGX Regco’s no-objection is not final; it is subject to ETC meeting the following crucial conditions:

• Board’s Opinion on Going Concern: ETC must publicly disclose the Board’s opinion that the Group can operate as a going concern, with supporting bases.
• Working Capital Sufficiency: Both the Board and the Sponsor must confirm and provide supporting bases that the Group’s working capital is sufficient for present requirements and at least 12 months beyond the resumption of trading.
• Fair and Orderly Trading: The Board must confirm that sufficient information has been disclosed to enable fair and orderly trading upon resumption.
• Outstanding Disposal Consideration: The Board must confirm it will make timely disclosure when the outstanding final tranche of the disposal consideration is received.

Trading will only resume once all these Resumption Conditions are fulfilled and SGX Regco has given final concurrence on the resumption date.

What Shareholders Must Know – Price Sensitive Issues

• Potential Trading Resumption: The shares, suspended since March 2021, could resume trading, which is typically a catalyst for price movement, especially after a long suspension.
• Major Corporate Actions: The Company is undergoing significant transformation with new business lines, fresh capital injection, and a streamlined group structure, all of which could materially affect valuation and investor sentiment.
• Large Dilution Event: The issuance and potential conversion of S\$4.5 million in bonds and 239 million options to management will significantly increase the share base.
• Disposal Proceeds: The final receipt of disposal proceeds remains outstanding and is a key event. The Board has committed to timely disclosure upon receipt, which could affect cash position and market perception.

Next Steps and Investor Guidance

ETC is working towards the fulfilment of all the Resumption Conditions. The Company will make further announcements as conditions are met and as developments occur. Investors should closely monitor these disclosures, as the timing and completeness of these steps will impact the trading resumption and potentially the share price.

Shareholders and potential investors are advised to exercise caution and consult their professional advisers if in doubt. The shares will remain suspended until all regulatory conditions are satisfied and SGX Regco approves the resumption date.

Disclaimer: This article is based on public disclosures by Emerging Towns & Cities Singapore Ltd. and does not constitute investment advice. Investors should conduct their own due diligence and consult qualified financial advisers prior to any investment decisions. The Singapore Exchange and the Company’s Sponsor have not reviewed or endorsed the contents herein.

View ETC Singapore Historical chart here