ACCRELIST LTD. (??)

(company registration number 198600445D)

(Incorporated in the Republic of Singapore)

NON-MANDATORY MEMORANDUM OF UNDERSTANDING FOR THE PROJECT

DISPOSAL OF WE PTE COMPONENTS. LTD.

1. INTRODUCTION

1. The board of directors (the “Plank“) of Accrelist Ltd. (the”Society“), and with its subsidiaries (the”Group“) wishes to announce that the Company’s subsidiary, Jubilee
   Industries Holdings Ltd. (“JIH“) had, on November 26, 2021, entered into a non-binding memorandum of understanding (“PE“) with ?? (the “Buyer“) in
   in connection with a sale of JIH’s 100% stake in We Components Pte. Ltd. (the
   “Target“) (the “Proposed elimination“).
2. The proposed divestiture, if undertaken and completed, is expected to constitute a “major transaction” under Chapter 10 of the Singapore Exchange Securities Trading Limited (“SGX-ST“) Registration Manual Section B: Catalist Rules (the”Catalist RulesThe relative figures calculated on the basis set out in Rule 1006 of the Catalist Rules and the financial effects of the proposed assignment will be indicated in the announcement relating to the signing of the sale and purchase contract (as defined above). after), if the proposed elimination materializes.
3. Accordingly, the proposed divestiture, if undertaken, is subject to the approval of the shareholders of JIH by ordinary resolution at a special general meeting of JIH to be called. Shareholders of the Company (“Shareholders“) should be noted that the Memorandum of Understanding is not intended to be legally binding between JIH and the Buyer, except for certain provisions relating to, among others, confidentiality. Subject to, among others, satisfactory business, tax, financial and legal due diligence, JIH and the purchaser (collectively, the “Parties“) will enter into definitive agreements, including the sale and purchase agreement for the sale and purchase of 100% of the total issued and paid-up share capital of the target (the”Sale and purchase contract“).

2. BUYER INFORMATION

The information below concerning the Buyer is available on the Buyer’s website. The Board has not performed an independent review or verification of the accuracy of the statements and information below.

2.1 The Buyer is incorporated in the People’s Republic of China. The main business of the Buyer is the promotion and distribution of products and solutions of semiconductor manufacturers in the People’s Republic of China and abroad.

2.2 Shareholders may refer to the Buyer’s website (http://www.hzyygroup.com/home/about.html) for more information about the Buyer.

3. TARGET INFORMATION

1. The target, we components Pte. Ltd. (UEN: 199707469R), is a privately held company incorporated in Singapore and its core business includes the wholesale distribution of electronic parts and electronic communication equipment.
2. The target has the following 100% subsidiaries, all of which have as their main activity the trading of electronic components:
3. 1. WE Microelectronics Pte. Ltd., a company incorporated in Singapore;
   2. Components WE (Penang) Sdn. Bhd., A company incorporated in Malaysia;
   3. WE Components (Shanghai) Co. Ltd., a company incorporated in the People’s Republic of China;
   4. WE Components (Shenzhen) Co. Ltd., a company incorporated in the People’s Republic of China, which as of the date of this announcement is dormant;
   5. WE Components (Hong Kong) Limited, a company incorporated in Hong Kong;
   6. WE Components India Pvt. Ltd., a company incorporated in India;
   7. WE Components Co. Ltd, a company incorporated in Thailand; and
   8. Kin Wai Technology Ltd, a company incorporated in the People’s Republic of China, which as of the date of this announcement is dormant.

4. MAIN TERMS AND CONDITIONS OF THE MOU

1. The proposed assignment will be subject to the performance by the parties of the contract of sale and purchase and to all third party, regulatory or other consents or approvals required for the proposed assignment, received on terms satisfactory to both parties, including including, in particular from Singapore Exchange Securities Trading Limited. (“SGX-ST“), such consents and approvals remaining in full force until the date of completion of the contract of sale and purchase (“Completion“).
2. The parties will negotiate in good faith for the signing of the sale and purchase contract within one (1) month of the signing of the memorandum of understanding or on any other date agreed in writing by the parties. .
3. The global consideration of 100% of the entire issue and the target’s paid-up share capital is US $ 4,000,000.00 (the “Consideration“). The counterparty was established on the basis of the willing buyer-willing seller. The consideration will be paid as follows:
4. 1. After the execution of the MoU, each party will immediately undertake the due diligence of the other party. After the completion of the due diligence exercise, both parties should sign the sale and purchase contract and obtain the necessary approvals for and in relation to the sale and purchase contract from the relevant authorities and government. of the People’s Republic of China within three (3) months from the date of signing of the sale and purchase contract. The buyer must pay USD 2,000,000.00 to JIH within ten (10) working days after receiving the above approvals from the relevant authorities and the government of
      People from the Republic of China; and

1. upon written notification by JIH to the buyer that he has received an e-mail or letter from the principals confirming that the distribution of the semiconductor chips will not be interrupted, the buyer will have to pay the balance of the consideration, if amounting to 2,000,000.00 USD, at JIH.

4.4 After the necessary approvals for and in connection with the contract of sale and purchase from the competent authorities and the Government of the People’s Republic of China have been received, the

The Parties will carry out an inventory of the Target inventory. Within 14 days from the date of completion of the inventory and valuation of the inventory held by the target, the buyer must pay JIH the consideration amount for all the inventory held by the target such as determined by both parties on the basis of evaluations. As of September 30, 2021, the carrying value of target inventory was approximately $ 7,000,000.

1. JUSTIFICATION OF THE PROPOSED PROVISION AND THE USE OF THE PRODUCTS
   The Proposed Sale will allow the Group to capitalize on growth opportunities, free up the value of the Target’s assets and redefine the strategy of its financial and capital resources. With the net proceeds, the Group will have more working capital to finance and develop its activities and undertake projects and opportunities that may arise in the future, which in turn could increase the Group’s income. JIH intends to use all of the proceeds of the proposed divestiture for general working capital purposes for the above reasons.
2. OTHER ADS
   The Company will make an announcement disclosing more details of the proposed assignment upon signing of the sale and purchase agreement and will make appropriate update (s) on the proposed assignment at the relevant time.
3. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
   As of the date of this announcement, with the exception of their interests in the Company, none of the directors or major shareholders of the Company has any interest, direct or indirect, in the Proposed Sale.
4. ATTENTION IN TRADE
   Shareholders and potential investors are urged to exercise caution when trading in the shares of the Company as there is no certainty or assurance at the date of this announcement that the contract of sale and purchase will be concluded, the terms and conditions of the proposed transfer will not differ from that set out in the MOU, or the proposed disposal will be undertaken at all.
   Shareholders and potential investors are urged to carefully read this announcement and any other announcement of the Company. Shareholders and potential investors should consult their stock brokers, bank managers, lawyers or other professional advisers if in any doubt as to what action they should take.

BY ORDER OF THE COUNCIL

Dr..Terence’s tea

Executive Chairman and Chief Executive Officer

November 27, 2021

This announcement has been prepared by the company and its content has been reviewed by the company sponsor, RHT Capital Pte. Ltd. (“Sponsor”) for compliance with the relevant rules of Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Sponsor has not independently verified the contents of this advertisement.

This announcement has not been reviewed or approved by SGX-ST and SGX-ST assumes no responsibility for the contents of this announcement, including the accuracy of any statement or opinion made or report contained in this announcement.

The contact person for the sponsor is:

Name: Mr. Mah How Soon, Registered Professional, RHT Capital Pte. Ltd.

Address: 6 Raffles Quay, # 24-02, Singapore 048580 [email protected]

Disclaimer

Accrelist Ltd. published this content on November 27, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on November 28, 2021 10:59:05 AM UTC.