117
Statistics of
Shareholdings
as at 14 December 2015
SUBSTANTIAL SHAREHOLDERS
As recorded in the Register of Substantial Shareholders
DIRECT INTEREST
DEEMED INTEREST
NAME
NO
.
OF SHARES
%
(1)
NO
.
OF SHARES
%
(1)
Kelvin Lim
(2)(3)(4)(5)(6)
–
–
275
,
000
,
000
76
.
07
Jess Lim
(2)(3)(4)(5)(6)
–
–
275
,
000
,
000
76
.
07
Trident Trust Company (B
.
V
.
I
.
) Limited
(3)
–
–
275
,
000
,
000
76
.
07
LHN Capital Pte
.
Ltd
.
(4)
–
–
275
,
000
,
000
76
.
07
HN Capital Ltd
.
(5)
–
–
275
,
000
,
000
76
.
07
Hean Nerng Group Pte
.
Ltd
.
(6)
275
,
000
,
000
76
.
07
–
–
Lim Hean Nerng
(6)
–
–
275
,
000
,
000
76
.
07
Foo Siau Foon
(6)
–
–
275
,
000
,
000
76
.
07
Lim Yun En
(6)
–
–
275
,
000
,
000
76
.
07
Lim Wei Yong Matthew
(6)
–
–
275
,
000
,
000
76
.
07
Lim Wei Yee
(6)
–
–
275
,
000
,
000
76
.
07
Lin Weichen
(6)
–
–
275
,
000
,
000
76
.
07
Lim Wei Kheng (Lin Weiqinq)
(6)
–
–
275
,
000
,
000
76
.
07
Notes
:
(1) Based on the total issued share capital of 361
,
524
,
300 ordinary shares of the Company as at 14 December 2015
.
(2) Kelvin Lim and Jess Lim are siblings
.
They are therefore deemed interested in each other
’
s interests in the shares of the Company
.
(3) Trident Trust Company (B
.
V
.
I
.
) Limited
,
a licensed trust company incorporated in BVI
,
holds the entire issued and paid-up share capital
in LHN Capital Pte
.
Ltd
.
as trustee of The Land Banking Trust in BVI
.
LHN Capital Pte
.
Ltd
.,
a company incorporated in Singapore
,
is the
trustee of The LHN Capital Trust in Singapore
.
LHN Capital Pte
.
Ltd
.
holds the entire issued and paid-up share capital in HN Capital Ltd
.,
a company incorporated in BVI
.
The Land Banking Trust is a discretionary purpose trust with the principal purpose of (a) promoting the
operation of the businesses owned directly or indirectly by LHN Capital Pte
.
Ltd
.
(
“
LHN Capital Business
”
)
;
and (b) to enable the operation
of the LHN Capital Business in accordance with the terms of the business plan
.
Accordingly
,
there are no beneficiaries to The Land Banking
Trust
.
The LHN Capital Trust is a discretionary irrevocable trust which the trustee
,
LHN Capital Pte
.
Ltd
.,
has all powers in relation to the
property comprised in The LHN Capital Trust as the legal owner of such property
,
subject to any express restrictions contained in The LHN
Capital Trust
.
The beneficial owners of the property in the trust fund are the beneficiaries of The LHN Capital Trust which comprise Lim
Hean Nerng
,
Foo Siau Foon
,
Kelvin Lim and Kelvin Lim
’
s direct lineal issues (namely
,
Lim Yun En
,
Lim Wei Yong Matthew
,
Lim Wei Yee
,
Lin Weichen and Lim Wei Kheng (Lin Weiqing)) (
“
LHN Capital Trust Beneficiaries
”
)
.
Trident Trust Company (Singapore) Pte
.
Limited is the
trust administrator of The LHN Capital Trust
.
HN Capital Ltd
.,
Jess Lim and Kelvin Lim hold 85
.
0%
,
10
.
0% and 5
.
0% respectively of the entire issued and paid-up share capital in Hean
Nerng Group Pte
.
Ltd
..
Kelvin Lim and Jess Lim are also directors of Hean Nerng Group Pte
.
Ltd
..
As Trident Trust Company (B
.
V
.
I
.
) Limited and its associates
,
namely LHN Capital Pte
.
Ltd
.
and HN Capital Ltd
.,
are entitled to exercise
control of not less than 20
.
0% of the votes attached to the voting shares in Hean Nerng Group Pte
.
Ltd
.,
Trident Trust Company (B
.
V
.
I
.
)
Limited is deemed to have an interest in the issued and paid-up share capital of the Company held by Hean Nerng Group Pte
.
Ltd
..
(4) Kelvin Lim and Jess Lim are directors of LHN Capital Pte
.
Ltd
..
In connection with footnote (3) above
,
as LHN Capital Pte
.
Ltd
.
and its
associate
,
namely HN Capital Ltd
.
are entitled to exercise control of not less than 20
.
0% of the votes attached to the voting shares in Hean
Nerng Group Pte
.
Ltd
.,
LHN Capital Pte
.
Ltd
.
is deemed to have an interest in the issued and paid-up share capital of the Company held by
Hean Nerng Group Pte
.
Ltd
..
(5) Kelvin Lim and Jess Lim are directors of HN Capital Ltd
..
In connection with footnote (3) above
,
as HN Capital Ltd
.
is entitled to exercise
control of not less than 20
.
0% of the votes attached to the voting shares in Hean Nerng Group Pte
.
Ltd
.,
HN Capital Ltd
.
is deemed to have
an interest in the issued and paid-up share capital of the Company held by Hean Nerng Group Pte
.
Ltd
..
(6) Section 4(3) of the Securities and Futures Act
,
Chapter 289 of Singapore (
“
SFA
”
)
,
provides that
“
where any property held in trust consists
of or includes securities and a person knows
,
or has reasonable grounds for believing
,
that he has an interest under the trust
,
he shall
be deemed to have an interest in those securities
”.
In connection with footnote (3) above and pursuant to Section 4(3) of the SFA
,
the LHN
Capital Trust Beneficiaries are deemed to have an interest in the issued and paid-up share capital of the Company held by Hean Nerng
Group Pte
.
Ltd
..
Notwithstanding that each of Lim Hean Nerng
,
Foo Siau Foon and Kelvin Lim
’
s direct lineal issues (namely
,
Lim Yun En
,
Lim Wei Yong
Matthew
,
Lim Wei Yee
,
Lin Weichen and Lim Wei Kheng (Lin Weiqing))
,
being a beneficiary of The LHN Capital Trust
,
is deemed to be
interested in 15
.
0% or more of the voting shares of the Company
,
each of them only receives an economic benefit under The LHN Capital
Trust but has no control over the property comprised in The LHN Capital Trust and also does not
,
in fact
,
have any voting rights in or exercise
control over the Company
.
Pursuant to the Fourth Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore (
“
SFR
”
)
,
a controlling shareholder in relation to a corporation means (a) a person who has an interest in the
voting shares of the corporation and who exercises control over the corporation
;
or (b) a person who has an interest in the voting shares
of the corporation of an aggregate of not less than 30
.
0% of the total votes attached to all voting shares in the corporation
,
unless he does
not exercise control over the corporation
.
Accordingly
,
it is not meaningful to consider them as controlling shareholders of the Company
within the meaning of the Fourth Schedule of the SFR
.
However
,
as Lim Hean Nerng was one of the initial founders of the Group and is deemed to be interested in 15
.
0% or more of the voting
shares of the Company through The LHN Capital Trust
,
as disclosed in the Company
’
s offer document dated 1 April 2015
,
he is considered
to be a Controlling Shareholder
.
