NATURAL COOL HOLDINGS LIMITED

Transcription

1 CIRCULAR DATED 25 NOVEMBER 2016 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. If you have sold or transferred all your shares in the capital of Natural Cool Holdings Limited (the Company ) held through The Central Depository (Pte) Limited ( CDP ), you need not forward this Circular to the purchaser or transferee as arrangements will be made by CDP for a separate Circular to be sent to the purchaser or transferee. If you have sold or transferred all your shares represented by physical share certifi cate(s), you should immediately forward this Circular and the attached Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. This Circular has been prepared by the Company and its contents have been reviewed by the Company s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the Sponsor ), for compliance with the Singapore Exchange Securities Trading Limited (the SGX-ST ) Listing Manual Section B: Rules of Catalist. The Sponsor has not verifi ed the contents of this Circular. This Circular has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this Circular, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this Circular. The contact person for the Sponsor is Mr. Thomas Lam, Associate Director, Continuing Sponsorship, at 16 Collyer Quay, #10-00 Income at Raffl es, Singapore , telephone number: (65) NATURAL COOL HOLDINGS LIMITED (Incorporated in the Republic of Singapore on 19 July 2005) (Company Registration No.: G) CIRCULAR TO SHAREHOLDERS in relation to THE REQUISITION FOR A MEETING OF THE SHAREHOLDERS PURSUANT TO SECTION 176 OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE, FOR: (1) THE PROPOSED REMOVAL OF MR. JOSEPH ANG CHOON CHENG AS DIRECTOR AND CHAIRMAN OF THE BOARD (INCLUDING TERMINATING HIS EMPLOYMENT WITH THE COMPANY) AND FROM ALL OTHER APPOINTMENTS (WHETHER AS DIRECTOR, CORPORATE REPRESENTATIVE OR OTHERWISE) WITH THE COMPANY, ITS RELATED AND/OR ASSOCIATED COMPANIES INCLUDING ALL ITS SUBSIDIARIES; AND (2) THE PROPOSED APPOINTMENT OF ONE OF THE INDEPENDENT DIRECTORS OF THE COMPANY OR A SUITABLE CANDIDATE RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY AS A NON-EXECUTIVE CHAIRMAN. IMPORTANT DATES AND TIMES: Last date and time for lodgement of Proxy Form : 10 December 2016 at 2:00 p.m. Date and time of Extraordinary General Meeting : 12 December 2016 at 2:00 p.m. Place of Extraordinary General Meeting : 29 Tai Seng Avenue #07-01 Natural Cool Lifestyle Hub Singapore

2 CONTENTS SECTION PAGE NUMBER DEFINITIONS... 3 LETTER TO SHAREHOLDERS INTRODUCTION THE REQUISITION INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS EXTRAORDINARY GENERAL MEETING ACTION TO BE TAKEN BY SHAREHOLDERS NO ABSTENTION FROM VOTING OPINION OF THE NOMINATING COMMITTEE DIRECTORS RECOMMENDATION DIRECTORS RESPONSIBILITY STATEMENT DOCUMENTS AVAILABLE FOR INSPECTION APPENDIX A THE REQUISITION NOTICE APPENDIX B THE REPRESENTATION LETTER NOTICE OF EXTRAORDINARY GENERAL MEETING... N-1 PROXY FORM 2

3 DEFINITIONS In this Circular, the following defi nitions apply throughout unless otherwise stated: Act : The Companies Act, Chapter 50 of Singapore, as may be amended or modifi ed from time to time Board : The board of directors of the Company for the time being Catalist Rules : The SGX-ST Listing Manual Section B: Rules of Catalist, as may be amended, supplemented or revised from time to time CDP : The Central Depository (Pte) Limited Chairman : The chairman of the Board or the chairman of the Board committees, as the case may be Circular : This circular to Shareholders dated 25 November 2016 Code of Corporate : The Singapore Code of Corporate Governance 2012 Governance Company : Natural Cool Holdings Limited Constitution : The constitution of the Company, as may be amended from time to time Directors : The directors of the Company for the time being EGM : The extraordinary general meeting of the Company to be held on 12 December 2016 at 2:00 p.m. at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore , notice of which is set out on pages N-1 to N-2 of this Circular Executive Chairman : The Chairman of the Board, Mr. Joseph Ang, who is also an Executive Director and is the subject matter of the Proposed Removal of the Executive Chairman (Ordinary Resolution 1) Executive Director : An executive director of the Company for the time being FY : The fi nancial year ended or ending 31 December Group : The Company and its subsidiaries, and Group Company shall be construed accordingly Independent Directors : The independent directors of the Company for the time being Latest Practicable Date : 18 November 2016, being the latest practicable date prior to the printing of this Circular Mr. Joseph Ang : Mr. Joseph Ang Choon Cheng Natural Cool : Natural Cool Airconditioning & Engineering Pte. Ltd., a wholly-owned subsidiary of the Company Nominating Committee : The nominating committee of the Company comprising Dr. Wu Chiaw Ching, Mr. Lim Siang Kai and Mr. William da Silva, for the time being Notice of EGM : The notice of EGM dated 4 November 2016, which is set out on pages N-1 to N-2 of this Circular 3

4 DEFINITIONS Ordinary Resolutions : Means the ordinary resolutions set out in the Notice of EGM Proposed Appointment of : Has the meaning ascribed to it in Section 2(b) of this Circular Non-Executive Chairman Proposed Removal of the : Has the meaning ascribed to it in Section 2(a) of this Circular Executive Chairman Register of Members : Register of members of the Company Representation Letter : The letter dated 25 November 2016 from Mr. Joseph Ang to the Company setting out his representations in respect of the Proposed Removal of the Executive Chairman, a copy of which is appended as Appendix B to this Circular Requisition : The request put forth by the Requisitioning Member to the Company for the holding of an extraordinary general meeting to consider the proposals set out in the Requisition Notice pursuant to Section 176 of the Act Requisition Notice : The notice of requisition dated 13 October 2016 and received on 14 October 2016 by the Company from the Requisitioning Member, a copy of which is appended as Appendix A to this Circular Requisitioning Member : Mr. Lim Teck Chuan, who at the date of the Requisition Notice held in excess of 10.0% of the total number of paid-up Shares carrying the right to vote at general meetings of the Company SFA : The Securities and Futures Act, Chapter 289 of Singapore, as may be amended or modifi ed from time to time SGX-ST : Singapore Exchange Securities Trading Limited Shareholders : Registered holders of Shares in the Register of Members, except that where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the persons named as Depositors in the Depository Register maintained by CDP and whose securities accounts maintained with CDP are credited with the Shares Shares : Ordinary shares in the capital of the Company Sponsor : PrimePartners Corporate Finance Pte. Ltd. subsidiary : A company which is for the time being a subsidiary of the Company, as defi ned by Section 5 of the Act The Board (by majority) : The Board, save for Mr. Tsng Joo Peng and Mr. Joseph Ang % : Per centum or percentage The terms Depositor and Depository Register shall have the meanings ascribed to them in Section 81SF of the S FA. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. 4

5 DEFINITIONS Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned under the Act, the SFA, the Catalist Rules or any modifi cation thereof and not otherwise defi ned in this Circular shall have the meaning assigned to it under the Act, the SFA, the Catalist Rules or any modifi cation thereof, as the case may be. The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular. Any reference to a time of day in this Circular shall be a reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding. Accordingly, fi gures shown as totals may not be an aggregation of the fi gures that precede them. 5

6 LETTER TO SHAREHOLDERS NATURAL COOL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: G) Directors Registered Office Mr. Joseph Ang Choon Cheng (Executive Chairman) 29 Tai Seng Avenue #07-01 Mr. Tsng Joo Peng (Executive Director and Chief Executive Offi cer) Natural Cool Lifestyle Hub Mr. Eric Ang Choon Beng (Executive Director) Singapore Mr. Lim Siang Kai (Lead Independent Director) Dr. Wu Chiaw Ching (Independent Director) Mr. William da Silva (Independent Director) 25 November 2016 To: The Shareholders of Natural Cool Holdings Limited Dear Sir/Madam, THE REQUISITION FOR A MEETING OF THE SHAREHOLDERS PURSUANT TO SECTION 176 OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE, FOR: (1) THE PROPOSED REMOVAL OF MR. JOSEPH ANG CHOON CHENG AS DIRECTOR AND CHAIRMAN OF THE BOARD (INCLUDING TERMINATING HIS EMPLOYMENT WITH THE COMPANY) AND FROM ALL OTHER APPOINTMENTS (WHETHER AS DIRECTOR, CORPORATE REPRESENTATIVE OR OTHERWISE) WITH THE COMPANY, ITS RELATED AND/ OR ASSOCIATED COMPANIES INCLUDING ALL ITS SUBSIDIARIES; AND (2) THE PROPOSED APPOINTMENT OF ONE OF THE INDEPENDENT DIRECTORS OF THE COMPANY OR A SUITABLE CANDIDATE RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY AS A NON-EXECUTIVE CHAIRMAN. 1. INTRODUCTION 1.1 Background On 20 October 2016, the Company announced that it had on 14 October 2016 received the Requisition Notice from the Requisitioning Member requesting the Company to convene the EGM pursuant to Section 176 of the Act. The Requisitioning Member held approximately 10.7% of the Shares as at 13 October 2016 and as at the Latest Practicable Date. The Board is required under the Act to hold the EGM within two (2) months after its receipt of the Requisition Notice. A copy of the announcement on the Requisition Notice is available on the website of the SGX-ST at Purpose of this Circular The Directors are convening the EGM to be held on 12 December 2016 at 2:00 p.m. at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore to consider the proposals contained in the Requisition Notice from the Requisitioning Member, details of which are set out in Section 2 of this Circular and the Notice of EGM. The Directors are convening the EGM pursuant to the Requisition Notice and in accordance with Section 176 of the Act and the Constitution. 6

7 LETTER TO SHAREHOLDERS The purpose of this Circular is to provide Shareholders with information relating to the proposals of the Requisitioning Member as set out in Section 2 of this Circular and in the Notice of EGM. For the avoidance of doubt, the contents of this Circular (other than the Requisition Notice and the Representation Letter) have been prepared solely based on the Company s knowledge of the matter, upon consultation with its legal counsel. Shareholders are advised to read the Requisition Notice carefully and in its entirety before deciding whether to vote for or against the Ordinary Resolutions set out in the Notice of EGM. The Sponsor and the SGX-ST have not independently verified the contents of this Circular. Neither the Sponsor nor the SGX-ST assumes any responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular. 1.3 Effects of the Ordinary Resolutions Shareholders should note that none of the Ordinary Resolutions are conditional upon each other. Please see below for illustrations of the effects of the Ordinary Resolutions: (a) (b) if both Ordinary Resolutions are not passed, Mr. Joseph Ang will remain as Executive Chairman; if both Ordinary Resolutions are passed: (i) (ii) Mr. Joseph Ang will resign as Director of the Company and Chairman of the Board with immediate effect. However, termination of Mr. Joseph Ang s employment and removal of Mr. Joseph Ang from appointments in the Group Companies will be determined by the Board at any time as Shareholders are not entitled to exercise the powers reserved for the Board to terminate the employment of key employees; and subject to the Constitution, the Board s processes for the appointment of Directors (including assessment by the Nominating Committee) and the Sponsor s assessment, one of the Independent Directors will be appointed as Non-Executive Chairman of the Board within a reasonable period of time; (c) if Ordinary Resolution 1 is passed and Ordinary Resolution 2 is not passed: (i) (ii) Mr. Joseph Ang will resign as Director of the Company and Chairman of the Board with immediate effect. However, termination of Mr. Joseph Ang s employment and removal of Mr. Joseph Ang from appointments in the Group Companies will be determined by the Board at any time as Shareholders are not entitled to exercise the powers reserved for the Board to terminate the employment of key employees; and the Directors have the authority to (A) appoint any person to be a Director to fi ll a casual vacancy pursuant to regulation 105 of the Constitution, and (B) elect a Chairman of the Board and determine the period for which he is to hold offi ce pursuant to regulation 110 of the Constitution. Subject to the Constitution, the Board s processes for the appointment of Directors (including assessment by the Nominating Committee) and the Sponsor s assessment, one of the Independent Directors will be appointed as Non-Executive Chairman of the Board within a reasonable period of time; and (d) if Ordinary Resolution 1 is not passed and Ordinary Resolution 2 is passed, it may have the effect that Mr. Joseph Ang remains as Chairman of the Board and one of the Independent Directors will be proposed to be appointed as Chairman of the Board. In such an event, the Nominating Committee will recommend that Mr. Joseph Ang will remain as Chairman of the Board. 7

8 LETTER TO SHAREHOLDERS The attention of the Shareholders is drawn to the Company s announcement dated 30 October 2016 on, amongst others, the writ of summons in HC/S 1128/2016 and the summons for injunction in HC/SUM 5146/2016 filed against the Company and Mr. Joseph Ang. The Company has sought legal advice and is in the process of challenging the validity of the Ordinary Resolutions in HC/S 1128/2016 and HC/SUM 5146/2016 on the basis that they are ultra vires and are therefore invalid in their entirety. The Company is expected to file its defence in HC/S 1128/2016 on or around 28 November 2016 and the hearing for HC/SUM 5146/2016 in HC/S 1128/2016 has been fixed for 1 December Shareholders should note that this Circular has been prepared on the basis that the EGM will proceed to be held on 12 December However, the EGM may not proceed if the High Court of Singapore takes a view that the Ordinary Resolutions are invalid and cannot be given effect to. The Company will keep Shareholders updated and release announcements relating to the above as may be appropriate from time to time. 2. THE REQUISITION On 14 October 2016, the Requisitioning Member had, in the Requisition Notice, requisitioned the Directors to convene the EGM pursuant to Section 176 of the Act to consider each of the following Ordinary Resolutions set out in the Notice of EGM: (a) (b) Removal of Mr. Joseph Ang Choon Cheng as Director and Chairman of the Company (including terminating his employment with the Company) with effect from the date of the EGM and to take all steps necessary to remove him from any and all his other appointments (whether as director, corporate representative or otherwise) with the Company, its related and/or associated companies including all its subsidiaries (the Proposed Removal of the Executive Chairman ); and Appoint one of the Independent Directors of the Company as a non-executive Chairman or if none of the present Independent Directors are willing to accept the appointment, to direct that the Board search for and recommend a suitable candidate to assume the role of nonexecutive Chairman (the Proposed Appointment of Non-Executive Chairman ). Please refer to Section 1.3 of this Circular for more details on the effects of the Ordinary Resolutions. 2.1 Rationale for the Requisition A summary of the rationale of the Requisitioning Member for the Proposed Removal of the Executive Chairman and the Proposed Appointment of Non-Executive Chairman is as follows: (a) (b) Compliance with Guideline 2.2 of the Code of Corporate Governance The Requisitioning Member has stated in the Requisition Notice that the Board is not in compliance with Guideline 2.2 of the Code of Corporate Governance as the Executive Chairman is a member of the management team and not an Independent Director, but the Independent Directors make up less than half of the Board. The Requisitioning Member has suggested in the Requisition Notice that the Proposed Removal of the Executive Chairman and the Proposed Appointment of Non-Executive Chairman will address the aforesaid issue by appointing an Independent Director as a non-executive Chairman of the Board and rebalancing the Board so that the Independent Directors make up half the Board. Compliance with Guideline 2.5 of the Code of Corporate Governance The Requisitioning Member has stated in the Requisition Notice that with the sale of the switchgear business, the revenue of the Company has shrunk signifi cantly with one (1) main business activity contributing to the vast majority of the revenue of the Company. In this regard, the Requisitioning Member has highlighted Guideline 2.5 of the Code of 8

9 LETTER TO SHAREHOLDERS Corporate Governance in the Requisition Notice and the need for the size of the Board and management of the Company to be reduced to take into account the existing business and structure of the Company. The Requisitioning Member has stated in the Requisition Notice that a reduction in the size of the Board will improve the overall effi cacy of the Board. (c) Improving operational effi ciency and cost control to face increasingly challenging economic environment The Requisitioning Member has stated in the Requisition Notice that with the sale of the switchgear business, the Board and management structure is excessive and translates, in practical sense, to unnecessary costs. The Requisitioning Member has also stated in the Requisition Notice that the approval of the Ordinary Resolutions will save the Company a very signifi cant sum in terms of the Executive Chairman s remuneration and a reduction in management size will have minimal impact on the business of the Company which is presently mainly focused on airconditioning. PLEASE NOTE THAT THE SUMMARY SET OUT ABOVE IS A SUMMARY OF THE RATIONALE STATED IN THE REQUISITION NOTICE AND DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY, AND IS SUBJECT TO, THE FULL TEXT OF THE REQUISITION NOTICE. SHAREHOLDERS ARE ADVISED TO READ THE REQUISITION NOTICE, A COPY OF WHICH IS APPENDED AS APPENDIX A TO THIS CIRCULAR. 2.2 Proposed Removal of the Executive Chairman The Requisitioning Member has proposed the removal of Mr. Joseph Ang as, amongst others, the Executive Chairman. The Company had, upon receipt of the Requisition Notice, informed Mr. Joseph Ang on the proposal put forth by the Requisitioning Member to remove him as, amongst others, Executive Chairman, subject to approval by the Shareholders at the EGM. Pursuant to Section 152(3) of the Act, Mr. Joseph Ang, being the Director who is the subject matter of Ordinary Resolution 1 set out in the Notice of EGM, has made with respect thereto representations in writing to the Company and has requested their notifi cation to Shareholders. A copy of the Representation Letter by Mr. Joseph Ang is appended as Appendix B to this Circular. Mr. Joseph Ang joined the Group in January 2005 as manufacturing director of Natural Cool, a wholly-owned subsidiary of the Company, before eventually being promoted to managing director of Natural Cool in March In June 2007, Mr. Joseph Ang was appointed to the Board as an Executive Director and later promoted to Chief Executive Offi cer of the Company in September 2009, a position he held until October After serving as Group Adviser from October 2013 to November 2014, Mr. Joseph Ang was appointed Executive Chairman of the Board on 3 November As Executive Chairman, Mr. Joseph Ang is responsible for overseeing the overall operations, management, strategic planning and business development of the Group. 2.3 Proposed Appointment of Non-Executive Chairman The Requisitioning Member has proposed, amongst others, that one of the Independent Directors be appointed as a non-executive Chairman or if none of the present Independent Directors are willing to accept the appointment, to direct that the Board search for and recommend a suitable candidate to assume the role of non-executive Chairman. As at the date of this Circular, the Nominating Committee has not decided on which Independent Director will be appointed as Non- Executive Chairman of the Board should (a) both Ordinary Resolutions be passed, or (b) should Ordinary Resolution 1 be passed and Ordinary Resolution 2 not be passed. Please refer to Section 1.3 of this Circular for further information on the effects of the Ordinary Resolutions. 9

10 LETTER TO SHAREHOLDERS 2. 4 Response by the Nominating Committee The Nominating Committee, comprising Dr. Wu Chiaw Ching (Chairman of the Nominating Committee), Mr. Lim Siang Kai (Nominating Committee member) and Mr. William da Silva (Nominating Committee member), all being Independent Directors, would like to inform Shareholders of its assessment of the rationale for the Requisition provided by the Requisitioning Member: (a) Compliance with Guideline 2.2 of the Code of Corporate Governance Guideline 2.2 of the Code of Corporate Governance recommends that independent directors should make up at least half of the Board where: (i) (ii) (iii) (iv) the Chairman of the Board and the chief executive offi cer (or equivalent) is the same person; the Chairman of the Board and the chief executive officer (or equivalent) are immediate family members; the Chairman is part of the management team; or the Chairman is not an independent director. The Nominating Committee believes there is a strong element of independence in the Board, and that no individual or small group of individuals dominates the Board s decision making. The Board exercises independent judgment on corporate affairs and provides the management with a diverse, professional and objective perspective on issues. Furthermore, the roles of the Executive Chairman of the Board and Chief Executive Offi cer of the Company are distinct and separate to ensure a clear division of their responsibilities, increased accountability and greater capacity of the Board for independent decision making. The Nominating Committee further refers to the Company s announcements dated 21 October 2016 and 4 November 2016 on the resignation of Mr. Choy Bing Choong as an Executive Director of the Company with effect from 20 October 2016 and the termination of Mr. Choy Bing Choong s employment as Chief Investment Offi cer of the Company respectively. With the resignation of Mr. Choy Bing Choong as an Executive Director of the Company, the Independent Directors make up half of the Board. Accordingly, the current composition of the Board is in compliance with Guideline 2.2 of the Code of Corporate Governance which requires independent directors to make up half of the Board where the Chairman of the Board is not an independent director. (b) Compliance with Guideline 2.5 of the Code of Corporate Governance One of the key terms of reference of the Nominating Committee is to recommend to the Board the process for the evaluation of the performance of the Board and individual Directors, to propose objective performance criteria to assess the effectiveness of the Board as a whole and the contribution of each Director, and to assess annually the effectiveness of the Board. The Nominating Committee conducts the annual assessment to determine whether the existing attributes and core competencies of the Board are complementary and enhance the effectiveness of the Board, which is based on qualitative and quantitative criteria. Further to the abovementioned review process on the evaluation of the Board and individual Directors, the Nominating Committee considered the Board s present size and composition appropriate and that each Director is able to contribute to the ongoing effectiveness of the Board, taking into account the nature and scope of the Group s operations, the requirements of the Group s business and the skills and knowledge of each Director. Based on the 10

11 LETTER TO SHAREHOLDERS foregoing, the Nominating Committee is of the view that, taking into consideration the scope and nature of the operations of the Company, the requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and the Board committees, the Company is in compliance with Guideline 2.5 of the Code of Corporate Governance Response by the Board (by majority) (a) Representations by the Executive Chairman The Board (by majority) wishes to highlight for Shareholders consideration the Representation Letter from Mr. Joseph Ang to the Company setting out his representations in respect of the Proposed Removal of the Executive Chairman, as appended as Appendix B to this Circular. (b) Inconvenience and unnecessary expense to the Company The Board (by majority) is of the view that the Requisition (including both Ordinary Resolution 1 and Ordinary Resolution 2) is an unnecessary cost and inconvenience to the business and operations of the Company at this juncture, with no real or material benefi t to all Shareholders. The estimated costs and expenses in relation to the Requisition by the Requisitioning Member is approximately S$1 38, INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS As at the Latest Practicable Date, the interests of the Directors and substantial Shareholders, based on the Company s register of Directors shareholdings and register of substantial Shareholders, are set out below: Direct Interest Deemed Interest Total Number of Number of Number of Shares % (1) Shares % (1) Shares % (1) Directors Mr. Joseph Ang (2) 25,549, ,150, ,699, Mr. Tsng Joo Peng (3) 16,300, ,048, ,348, Mr. Eric Ang Choon Beng (4) 7,831, , ,832, Mr. Lim Siang Kai Dr. Wu Chiaw Ching Mr. William da Silva Substantial Shareholders (other than Directors) Mr. Ong Mun Wah 20,000, ,000, Mr. Lim Teck Chuan 23,932, ,932, Notes: (1) Based on 223,447,985 Shares as at the Latest Practicable Date. (2) Mr. Joseph Ang is deemed to be interested in the 3,150,001 Shares held by his spouse, Mdm Yap Geok Khim. (3) Mr. Tsng Joo Peng is deemed to be interested in the 1,048,426 Shares pledged to Citibank Nominees Singapore Pte. Ltd. (4) Mr. Eric Ang Choon Beng is deemed to be interested in the 1,000 Shares held by his spouse, Mdm Lee Poh Hong. 4. EXTRAORDINARY GENERAL MEETING The EGM will be held on 12 December 2016 at 2:00 p.m. at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore for the purpose of considering and, if thought fi t, passing with or without any modifi cations, the Ordinary Resolutions set out in the Notice of EGM. 11

12 LETTER TO SHAREHOLDERS 5. ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend, speak and vote at the EGM on their behalf, may complete, sign and return the Proxy Form attached to the Notice of EGM in accordance with the instructions printed thereon as soon as possible and in any event so as to reach the registered offi ce of the Company at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore , not less than 48 hours before the time fi xed for the EGM. The completion and return of the Proxy Form by a Shareholder does not preclude him from attending, speaking and voting at the EGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to be revoked by such attendance and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy, to the EGM. A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak and vote thereat unless he is shown to have Shares entered against his name in the Depository Register at least 72 hours before the time fi xed for the EGM. 6. NO ABSTENTION FROM VOTING Mr. Joseph Ang, the Executive Chairman who is the subject matter of the Proposed Removal of the Executive Chairman (Ordinary Resolution 1) and has an aggregate interest in 28,699,386 Shares representing approximately 12.84% of the total issued Shares as at the Latest Practicable Date, is entitled to and intends to vote against the Proposed Removal of the Executive Chairman as set out in Ordinary Resolution 1 of the Notice of EGM. 7. OPINION OF THE NOMINATING COMMITTEE Having fully considered the background and rationale for the Requisition set out in Section 2 of this Circular and the Requisition Notice, the Nominating Committee is of the opinion that the Proposed Removal of the Executive Chairman (Ordinary Resolution 1), the Proposed Appointment of Non- Executive Chairman (Ordinary Resolution 2), and all matters relating thereto, are not in the best interests of the Company. 8. DIRECTORS RECOMMENDATION The Board (by majority), taking into account the same considerations as the Nominating Committee in Section 7 of this Circular, agrees with the Nominating Committee s opinion above that the Ordinary Resolutions are not in the best interests of the Company, and accordingly recommend that Shareholders vote against the Ordinary Resolutions. 9. DIRECTORS RESPONSIBILITY STATEMENT Save for (a) the information and documents provided to the Company by the Requisitioning Member, and (b) the representations made by Mr. Joseph Ang in the Representation Letter (which are the sole responsibility of Mr. Joseph Ang), the Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confi rm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Requisition and the Ordinary Resolutions, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context. 12

13 LETTER TO SHAREHOLDERS 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the registered offi ce of the Company at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore , during normal business hours from the date of this Circular up to and including the date of the EGM: (a) (b) (c) the Requisition Notice; the Representation Letter; and the Constitution. Yours faithfully For and on behalf of the Board of Directors of NATURAL COOL HOLDINGS LIMITED Dr. Wu Chiaw Ching Independent Director 13

14 APPENDIX A THE REQUISITION NOTICE 14

15 APPENDIX A THE REQUISITION NOTICE 15

16 APPENDIX A THE REQUISITION NOTICE 16

17 APPENDIX B THE REPRESENTATION LETTER 17

18 APPENDIX B THE REPRESENTATION LETTER 18

19 APPENDIX B THE REPRESENTATION LETTER 19

20 APPENDIX B THE REPRESENTATION LETTER 20

21 APPENDIX B THE REPRESENTATION LETTER 21

22 APPENDIX B THE REPRESENTATION LETTER 22

23 NOTICE OF EXTRAORDINARY GENERAL MEETING NATURAL COOL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: G) NOTICE IS HEREBY GIVEN that an extraordinary general meeting ( EGM ) of Natural Cool Holdings Limited (the Company ) will be held on 12 December 2016 at 2:00 p.m. at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore for the purpose of considering and, if thought fi t, passing the following ordinary resolutions with or without any modifi cations (please see the explanatory notes (1) to (10) below): ORDINARY RESOLUTION 1 Removal of Mr. Joseph Ang Choon Cheng as Director and Chairman of the Company (including terminating his employment with the Company) with effect from the date of the EGM and to take all steps necessary to remove him from any and all his other appointments (whether as director, corporate representative or otherwise) with the Company, its related and/or associated companies including all its subsidiaries. ORDINARY RESOLUTION 2 Appoint one of the independent directors of the Company as a non-executive Chairman or if none of the present independent directors are willing to accept the appointment, to direct that the Board search for and recommend a suitable candidate to assume the role of non-executive Chairman. BY ORDER OF THE BOARD Leaw Wei Siang Company Secretary 4 November 2016 Notes: (1) The Company is convening the EGM pursuant to the letter received by the Company on 14 October 2016 (the Requisition Notice ) from a shareholder of the Company, Mr. Lim Teck Chuan (the Requisitioning Shareholder ), requesting that the Company convene an EGM pursuant to Section 176 of the Companies Act, Chapter 50 of Singapore (the Act ). Please refer to the Company s announcement dated 20 October 2016 for further details of the Requisition Notice, a copy of which has been included therein for circulation to shareholders of the Company. (2) The resolutions above have been extracted and replicated exactly as they have been proposed by the Requisitioning Shareholder in the Requisition Notice. In the event that there are any modifi cations or amendments to the resolutions proposed by the Requisitioning Shareholder, or any imposition of conditionality requirements, these will be announced and despatched to shareholders of the Company, in any case before 14 calendar days prior to the EGM. (3) Pursuant to Section 152(3) of the Act, Mr. Joseph Ang Choon Cheng, being a director of the Company who is the subject matter of Ordinary Resolution 1 above, has made with respect thereto representations in writing to the Company. As such, the Company intends to include such written representations in the circular to shareholders, in accordance with the provisions of the Act. (4) The Company will despatch a letter to shareholders of the Company, including this notice of EGM, containing any further information on the proposed ordinary resolutions (including any representations in writing to the Company made by Mr. Joseph Ang Choon Cheng) in due course, in any event before 14 calendar days prior to the EGM. (5) Pursuant to Section 152(2) of the Act, special notice shall be required of Ordinary Resolution 1 to remove Mr. Joseph Ang Choon Cheng as a director of the Company. N-1

24 NOTICE OF EXTRAORDINARY GENERAL MEETING (6) Except for a member who is a relevant intermediary as defi ned under Section 181(6) of the Act, a member entitled to attend, speak and vote at the EGM may appoint not more than two (2) proxies to attend, speak and vote at the EGM in his/her stead. Where a member appoints more than one (1) proxy, the proportion of his concerned shareholding (expressed as a percentage of the whole) to be represented by each proxy shall be specifi ed in the proxy form. (7) Pursuant to Section 181(1C) of the Act, a member who is a relevant intermediary as defi ned under Section 181(6) of the Act is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specifi ed in the proxy form. (8) A proxy need not be a member of the Company. (9) The instrument appointing a proxy must be deposited at the registered offi ce of the Company at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore not less than forty-eight (48) hours before the time for holding the forthcoming EGM of the Company. (10) PERSONAL DATA PRIVACY. By attending the EGM and/or any adjournment thereof or submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty. N-2

25 PROXY FORM NATURAL COOL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration No.: G) PROXY FORM (Please see notes overleaf before completing this Form) IMPORTANT: 1. Pursuant to Section 181(1C) of the Companies Act, Chapter 50 of Singapore (the Act ), a member who is a relevant intermediary as defi ned under Section 181(6) of the Act may appoint more than two (2) proxies to attend, speak and vote at the extraordinary general meeting. 2. For investors who have used their CPF monies ( CPF Investors ) and/or SRS monies ( SRS Investors ) (as may be applicable) to buy shares in the Company, this proxy form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them. 3. CPF Investors and SRS Investors are requested to contact their respective Agent Banks for any queries they may have with regard to their appointment as proxies or the appointment of their Agent Banks as proxies for the Extraordinary General Meeting. PERSONAL DATA PRIVACY: By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Extraordinary General Meeting dated 4 November *I/We (Name), (NRIC/ Passport No. /Company Registration No.) of (Address), being a *member/members of Natural Cool Holdings Limited (the Company ) hereby appoint: Name NRIC/Passport No. Proportion of shareholdings No. of Shares % Address *and/or (delete as appropriate) Name NRIC/Passport No. Proportion of shareholdings No. of Shares % Address or failing *him/her/them, the Chairman of the extraordinary general meeting of the Company (the EGM ), as *my/our *proxy/proxies to attend, speak and vote for *me/us on *my/our behalf at the EGM and, if necessary, to demand a poll at the EGM to be held at 2:00 p.m. on 12 December 2016 at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore and at any adjournment thereof. AS ORDINARY RESOLUTIONS FOR AGAINST 1. Removal of Mr. Joseph Ang Choon Cheng as Director and Chairman of the Company (including terminating his employment with the Company) with effect from the date of the EGM and to take all steps necessary to remove him from any and all his other appointments (whether as director, corporate representative or otherwise) with the Company, its related and/or associated companies including all its subsidiaries. 2. Appoint one of the independent directors of the Company as a non-executive Chairman or if none of the present independent directors are willing to accept the appointment, to direct that the Board search for and recommend a suitable candidate to assume the role of non-executive Chairman. (Voting will be conducted by poll. If you wish to vote all your shares For or Against the relevant resolution, please indicate with an X in the relevant box provided below. Alternatively, if you wish to vote some of your shares For and some of your shares Against the relevant resolution, please insert the relevant number of shares in the relevant boxes provided above. In the absence of specific directions, the proxy/proxies will vote or abstain as he/she/they may think fit, as he/she/they will on any other matter arising at the EGM). Note: Please note that the short descriptions above of the Resolutions to be passed do not in any way whatsoever refl ect the intent and purpose of the Resolutions. The short descriptions have been inserted for convenience only. Shareholders are encouraged to refer to the Notice of EGM for the full purpose and intent of the Resolutions to be passed. Dated this day of Signature(s) of Member(s) or Common Seal of Corporate Member *Delete as appropriate IMPORTANT: PLEASE READ NOTES OVERLEAF (a) CDP Register (b) Register of Members No. of Shares held

26 PROXY FORM Notes: (1) Except for a member who is a relevant intermediary as defi ned under Section 181(6) of the Act, a member entitled to attend, speak and vote at the EGM may appoint not more than two (2) proxies to attend, speak and vote at the EGM in his/her stead. Where a member appoints more than one (1) proxy, the proportion of his concerned shareholding (expressed as a percentage of the whole) to be represented by each proxy shall be specifi ed in the proxy form. (2) Pursuant to Section 181(1C) of the Act, a member who is a relevant intermediary as defi ned under Section 181(6) of the Act is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specifi ed in the proxy form. (3) A proxy need not be a member of the Company. (4) Please insert the total number of Shares held by you. If you have Shares entered against your name in the Depository Register (as defi ned in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore), you should insert that number. If you have Shares registered in your name in the Register of Members of the Company, you should insert that number. If you have Shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you. (5) The instrument appointing a proxy or proxies, duly executed, must be deposited at the registered offi ce of the Company at 29 Tai Seng Avenue #07-01, Natural Cool Lifestyle Hub, Singapore , not later than 48 hours before the time appointed for the EGM. (6) The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or a duly authorised offi cer. (7) Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid. (8) A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the EGM, in accordance with Section 179 of the Act. (9) The submission of an instrument or form appointing a proxy by a member does not preclude him from attending, speaking and voting in person at the EGM if he so wishes. (10) The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed on the instrument of proxy. In addition, in the case of Shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.