HU AN CABLE HOLDINGS LTD.

(Incorporated in Singapore)

(Company Registration Number: 200810320N)

RESPONSES TO QUESTIONS FROM SECURITIES INVESTORS ASSOCIATION (SINGAPORE)

The board of Directors (the "Board") of Hu An Cable Holdings Ltd. (the "Company" and its subsidiaries, the "Group") refers to questions raised by the Securities Investors Association (Singapore) ("SIAS") in relation to the Company's annual report for the financial year ended 31 December 2015 ("FY2015"). The questions raised by SIAS and the Company's corresponding responses are set out below:

Q1. At the annual general meeting to be held on 30 June 2021, shareholders are asked to receive and adopt the Directors' Report and the Audited Accounts of the company for the financial year ended 31 December 2015 [emphasis added] together with the Auditors' Report thereon.

This is the first AGM to be held by the company since 30 April 2015.

As noted in the chairman's statement, the company has gone through several tumultuous and difficult years. A summary of the account of events and irregularities has been set out in the company's announcements via SGXNet dated 13 May 2020 titled "Update to Shareholders"1.

All three of the company's former China subsidiaries have been liquidated. The consolidated financial statements of the group for the year ended 31 December 2015 were drawn up based on records and data left behind by the management and finance personnel who were with the group in FY2015 (collectively the "Previous Management"). The Chinese court has found that the former CEO, Mr Dai Zhixian ("Dai"), fabricated accounting records and falsified accounts at the PRC subsidiaries' level.

The present directors do not believe that the consolidated financial statements of the group prepared on the aforesaid basis give a true and fair view of the financial performances nor are they in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards save for the closing balances in the balance sheets of the group and the company and statements of changes in equity of the company.

The present directors are unable to restate the accounts for prior years or to prepare the accounts for FY2015 independent from the records and data left behind by the Previous Management as (i) the PRC court has also found that Dai has instigated and directed the destruction of the servers hosting the necessary financial data; (ii) the PRC subsidiaries have been wound up; and (iii) Dai has been sentenced to 15 years' jail on 31 August 2018.

As at 31 December 2015, the group was in a net liability position of RMB (5.3) million.

  1. Would the board help shareholders understand the current financial position of the group (i.e. 2021)?
    Response:
    Currently, the income of the Company is dependent on the revenue of the trading business of its Singapore subsidiary Hu An Electric Pte Ltd, which has been seriously impacted by the COVID-19 pandemic. The Company also provides management and sales and marketing and

administrative support services to Da Hang trading Pte Ltd (DH), which enabled the Company to have management and service income from 1st quarter 2019.

The Company would like to draw the attention of the Shareholders to the Company's announcement issued on 31 May 2021 in relation to the proposed acquisition of a 51% stake of DH. This acquisition is part of the Company's plan to expand its business and commercial activities as well as improve the Company's financial performance and position. Should the Company successfully complete the proposed acquisition on or before 31 December 2021, the ability of the Company to consolidate DH's assets and financial performance with the Group's would augur well for the Company and the Shareholders as a whole.

  1. When will the consolidated financial statements and annual reports for FY2016 to FY2020 be published?
    Response:
    The Company is unable to give a definitive timeline for the publication of the consolidated financial statement and annual reports for FY2016 to FY2020 at this juncture. The
    Company's auditor, EY, has expressed its unwillingness to audit the financial statements of the Company after completing the audit for FY2015 and the Company is using best efforts to retain the services of a suitable replacement auditor with the requisite experience to complete the outstanding audits. The Company appreciates the fact that it has been given a deadline by the Singapore Exchange Securities Trading Limited to complete and issue all the outstanding consolidated financial statements and annual reports by no later than 17 December 2021. The Company intends to abide by this deadline.
  2. Can management elaborate further on the financial and operating status of the two Singapore subsidiaries, Hu An Electric (Singapore) Pte Ltd and General Pacific Power Pte Ltd (f.k.a Shenhuan Cable (Singapore) Pte Ltd)?
    Response:
    General Pacific Power Pte Ltd (f.k.a Shenhuan Cable (Singapore) Pte Ltd) is currently a dormant company while Hu An Electric (Singapore) Pte Ltd is currently in a loss position. The Company wishes to note that whilst Hu An Electric (Singapore) Pte Ltd used to be able to get supplies from the China subsidiaries of the Group, with the collapse of such China subsidiaries, Hu An Electric (Singapore) Pte Ltd has lost its competitiveness. The COVID-19 pandemic and the liquidation of the China subsidiaries of the Company has severely impacted the competitiveness of Hu An Electric (Singapore) Pte Ltd as a company.
  3. Is the group still in negotiation with Gold Peak International Industrial Limited to sell Hu An Electric (Singapore) Pte Ltd?
    Response:
    No, the Group is no longer in negotiation with Gold Peak International Industrial Limited on the sale of Hu An Electric (Singapore) Pte Ltd.

It was also disclosed that the group had received funding from a director amounting to $2.5 million in 2018 based on the loan agreement and supplemental loan agreement dated 7 July 2018 and 27 December 2018 respectively.

  1. Please identify the director who had provided the $2.5 million loan. Response:
    The loan was provided by the executive directors of the Company Mr Gao Hong, Mr Fang Hua Sheng and their associates ("Lenders").
  2. Please update shareholders on the terms of the loan agreement and the supplement loan agreement and publish the agreements on SGXNet.
    Response:

The principal terms and conditions of the loan and the supplement agreements are:

(i)

Principal

:

S$2.5 million

(ii)

Interest

:

6 %

(iii)

Repayment

:

To be mutually agreed

(iv)

Capitalization

:

The lenders are willing to capitalize the loan into shares

One key term in the loan and supplement loan agreements with regards to the repayment of the loans are currently not finalised and formalised yet. Given the weak financial position of the Company, on the repayment of the loans, it is the intention of the Lenders to enter into an agreement with the Company to formalise the loans and to give the Lenders the option to convert the loan into ordinary shares in the Company. Given the continual suspension of the Company's shares since December 2018, the option to convert will be determined at a later date when there is more clarity on the lifting of the Company's shares. Upon finalisation of the repayment clause in the loan and supplement loan agreements, the Company will make the necessary announcements and updates on SGXNET.

Any such agreement will be entered into in compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST").

  1. What is the current burn-rate of the group? How much of the $2.5 million remains? Response:
    Based on the preliminary unaudited management accounts for the financial year ended 31 December 2020, expenses of the Group amounted to approximately S$1.0 million. It should be noted that the outstanding costs and charges of the Company were much higher in the FY2018, FY2019, and FY2020 due to, among others, costs and expenses incurred to liquidate the Group's China subsidiaries and legal expenses relating to claims and legal action involving the former CEO, Mr. Dai.
    Of the S$2.5 million previously lent, none remains. Mr Gao is providing ad hoc funding to the Company for its current operations.

Q2. On 5 May 2021, the company was issued a final notice from Singapore Exchange Regulation (SGX Regco) to comply with the applicable listing rules2. Trading in the company's shares has been suspended since 10 December 2018 pursuant to Listing Rule 1303(3). The issuer was unable to demonstrate to the Exchange and its shareholders that it is able to continue as a going concern and it was unable to reasonably assess its financial position and inform the market accordingly.

SGX Regco stated that the company has not made efforts to rectify its non-compliance nor submitted any resumption proposal to the Exchange for the acquisition of a business that satisfies the requirements for a new listing despite repeated reminders to the company.

To maintain the listing status of the company on SGX, the company must, inter alia, hold the AGM for FY2015 and enter into a definitive agreement for the acquisition of a business that satisfies the requirements for a new listing by 30 June 2021 [emphasis added].

  1. Is Da Hang Trading Pte. Ltd. ("DH") a business that satisfies the requirements for a new listing? In April 2020, the company had proposed to acquire 51% of DH for a consideration of $1.785 million. The principal activities of DH are wholesale trade of a variety of goods. DH has historically been profitable and is expected to contribute positively to the results and cash flows of the group.
    Response:
    DH is not a business that satisfies the requirements for a new listing on the main board. It is entered into by the Company to provide a source of cashflow to sustain its operations and in the event of a transfer to the Catalist board, DH's business and profitability is expected to aid the Group.
  2. If not, what are the efforts by the board to acquire a new business that satisfies SGX's requirements for a new listing by 30 June 2021?
  3. Did the company inform shareholders of the proposed acquisition of DH or any other targets? Please provide shareholders with greater clarity on the profile of the target(s), the rationale to acquire the proposed target(s), the vendor(s) and the progress made in entering into definitive agreements with the vendor(s)?
    Response:
    It is the intention of the Company to enter into a definitive agreement to acquire a new business that satisfies SGX's requirements for a new listing by 30 June 2021. Further details of the proposed acquisition will be set out in an announcement via SGXNet on such acquisition.
    In addition, SGX Regco has clearly stated the conditions to be met for the company to maintain its listing status on SGX. The conditions and the timeline can be found on page 2 of the announcement dated 5 May 2021 (reproduced below).
  1. What are the efforts by the executive directors and the independent director to comply with all the requirements in the Listing Rules (shown above)?
    Response:
    The Board is making efforts and doing the necessary to meet and fulfil all the conditions laid down by SGX Regco. The only difficulty is that EY informed the Company its resignation right after the signing off the 2015 Audit report, this caused the Board amending the original plans, and had no time to fully communicate with SGX and the relevant parties. It is really hard for the Board to find a new mainboard auditor and make the new auditor to finish the 5 years' audit report in such a limited time. The Board do hope the Company could have more time to success the conditions because of the resignation of EY. In the meantime, the current Board also unable to comprehend why EY did its resignation just right after signing off the most difficult year 2015, EY was the auditor starting from IPO of the Company, and EY is the only party which reviewed all the financial data from the beginning of the listing of the Company, it is thus hard for other audit firms to catch up all the previous financial data in such a short time than EY.
    Notwithstanding the above difficulties mentioned above, the Company is still targeting the issuance of the annual reports for FY2016 to FY2020 by 17 December 2021. The Company is further targeting the entry into of definitive agreements for the acquisition of a target company that meets the SGX-ST's listing requirements by 30 June 2021. Further, the Company intends to source for and appoint two additional independent directors expeditiously but expects difficulty in finding candidates willing to accept appointments to the Company, given the
    Company's extended period of suspension,

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Hu An Cable Holdings Ltd. published this content on 25 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2021 18:30:06 UTC.