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(Post 1 of 144) 08/20/1999.19:53:00 |
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Wee Poh wins S$31.8 million in contracts from Singapore government WEE POH HOLDINGS LIMITED Award of Contracts The Directors of Wee Poh Holdings Limited ('the Company') are pleased to announce that the Group has recently been awarded approximately $31.8 million worth of civil engineering projects. Of the said projects, Wee Poh Construction Co. (Pte.) Ltd., one of the wholly-owned subsidiaries of the Group secured a $11.6 million contract from the Ministry of Defence. Works on this project had commenced on 19 July 1999 and is for a contractual period of 24 months. The second contract awarded also to Wee Poh Construction Co. (Pte.) Ltd. was by Jurong Town Corporation in respect of the construction of roads and drains, soil improvement and ancillary works at Jurong Island (Phase 2C). This contract is worth approximately $12.5 million and shall commence on 20 August 1999 for an expected period of 14 months. Another wholly-owned subsidiary, Wee Fong Construction Pte Ltd had also successfully secured 2 contracts worth a total of $7.7 million from the Ministry of Environment. They pertain to the rehabilitation of pumping mains for Pasir Panjang pumping station and improvement to Sungei Punggol (Contract 2). Work had commenced on these contracts in July and August 1999 respectively and is expected to be completed within 15 months. Submitted by Jocelyn Ng, Company Secretary on 20/8/99 to the SES Source: Bloomberg |
| (Post 2 of 144) 10/29/1999.15:37:00 |
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Wee Poh to propose 1-for-10 bonus issue SINGAPORE (AFX-ASIA) - Wee Poh Holdings Ltd said it will propose a one-for-10 bonus issue at a company EGM it will convene at an undisclosed date. The issue consists of 10.90 mln shares, equivalent to 10 pct of the company's issued and paid-up capital. The issue is subject to the approval by the Stock Exchange of Singapore and its shareholders. |
| (Post 3 of 144) 11/10/1999.02:37:00 |
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Wee Poh units secure 46 mln sgd worth of contracts SINGAPORE (AFX-ASIA) - Wee Poh Holdings Ltd said units Wee Poh Construction Co (Pte) Ltd and W&P Piling Pte Ltd have collectively secured about 46 mln sgd worth of contracts. It said the financial impact of the contracts will be reflected in its results for the year to June 2000. Wee Poh Construction was awarded a contract worth about 29.9 mln sgd by the Land Transport Authority for upgrading works along Upper Bukit Timah Road. W&P Piling, meanwhile, has secured three bored piling contracts worth 16. 1 mln sgd in Upper Serangoon and Sungei Punggol. |
| (Post 4 of 144) 12/01/1999.16:50:00 |
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WEE POH HOLDINGS LIMITED The Board of Directors of Wee Poh Holdings Limited (the "Company") is pleased to inform that further to the Company's announcement on 10 November 1999 in relation to the in-principle approval received from the Stock Exchange of Singapore (the "SES") for the Company's proposed bonus share issue, the Company has also received the in-principle approval from the SES for the following :- 1. Proposed amendments to the Articles of Association; 2. The adoption of a share issue mandate and 3. Proposed mandate for Interested Party Transactions The aforesaid is subject to shareholders' approval and details thereof will be despatched to shareholders via a circular in due course. Submitted by Jocelyn Ng, Company Secretary on 1/12/1999 to the SES |
| (Post 5 of 144) 02/16/2000.09:18:00 |
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WEE POH HOLDINGS LTD [Notice Of Books Closure Date - Proposed Bonus Issue of 10],WEE POH HOLDINGS LTD [901],WEE POH HOLDINGS LTD [000 Ordinary Shares of $0.20 each ("Bonus Shares") in the capital of Wee Poh Holdings Limited (the "Company") on the basis of One (1) New Ordinary Share credited as fully paid for every ten (10) existing Shares held by Shareholders as at Book Closure Date] WEE POH HOLDINGS LIMITED NOTICE IS HEREBY GIVEN that subject to shareholders' approval of the proposed Bonus Issue at an Extraordinary General Meeting of the Company to be convened on Thursday 9 March 2000 : 1. The Transfer Books and Register of Members of the Company will be closed on 22 March 2000 for the purpose of determining shareholders' entitlements under the Bonus Issue. 2. Duly completed transfers, in respect of shares not registered in the name of The Central Depository (Pte) Ltd together with all relevant documents of title received by the Company's Share Transfer Agents, Lim Associates (Pte) Ltd at 10 Collyer Quay #19-08 Ocean Building Singapore 049315 up to 5.00 p.m. on 21 March 2000 will be registered to determine Shareholders' entitlements to the Bonus Shares under the Bonus Issue. 3. Depositors whose Securities Accounts with The Central Depository (Pte) Ltd are credited with shares as at 5.00 p.m. on 21 March 2000 will be entitled to the Bonus Shares on the basis of the number of shares standing to the credit of their respective Securities Accounts as at 5.00 p.m. on 21 March 2000. BY ORDER OF THE BOARD Ng Poh Keng Jocelyn Company Secretary Singapore 16 February 2000 Submitted by Jocelyn Ng, Company Secretary on 16/02/2000 to the SES |
| (Post 6 of 144) 03/17/2000.13:49:00 |
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Singapore's Wee Poh 1H Net S$36,000 Vs S$285,000 Wee Poh Holdings Ltd. - Singapore 1H To Dec. 31: _____________1999___1998 Net Profit S$36,000 S$285,000 Pretax Profit 571,000 799,000 Revenue 61,939,000 70,355,000 Per Share Net Profit 0.03 cent 0.29 cent Dividend Omitted Omitted Earnings per share is based on issued share capital |
| (Post 7 of 144) 03/24/2000.07:08:00 |
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WEE POH HOLDINGS LIMITED On 15 March 2000, the Company announced the Group's Half-Year Results for the period ended 31 December 1999. It was stated that the Group's turnover had declined by 12% over the previous corresponding period and this was attributed to the lower civil engineering activity towards completion of several major projects. The Company would like to clarify that during the period under review, 2 major projects were completed within the first 4 months of that period which unlike the previous corresponding period, turnover for these projects were recognised for the entire period. While works on certain other projects had also been completed, the value of those works could not be recorded, as the clients had not finalised the variation orders thereunder In addition, contracts undertaken during the period were of lower values. The aforesaid thus resulted in the decline of the turnover as announced. The Company also announced that operating profits before taxation ("PBT") was 29% lower than the previous corresponding period due to lower margins from current on-going projects and higher depreciation charges. In this regard, the Company would like to add that as a whole, the award for public civil engineering contracts had declined during the period under review as compared to the previous corresponding period, thereby increasing competition for such awards. The Group had also found that the execution of those projects were made more onerous by additional regulatory compliance requirements imposed which had consequently increased operating costs. Since the projects in hand were smaller, there is limited scope for economies of scale to be reaped. The accumulation of these factors had eroded the Group's PBT for that period. New capital assets were acquired and this contributed to the increase in depreciation charges. On the commentary regarding the Group's current year prospects, the Board had relied on press releases made regarding estimated public civil engineering works to be awarded in the year 2000, expected to be worth $4.6 billion. This is more than twice the value of public civil engineering works contracts awarded for the year 1999. Based on this information, the Directors expect the prospects for public civil engineering works to improve at a gradual pace but against intensifying competitive pricing and increasing construction material costs. The Directors maintain nonetheless, that barring unforeseen circumstances, the Group's financial performance is expected to improve for the second half financial year. Submitted by Jocelyn Ng, Company Secretary on 23/3/2000 to the SES |
| (Post 8 of 144) 05/12/2000.19:42:00 |
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warren if CEH can surge so much, yjis on e should too wee poh is identical to CEH, they used to be the same company |
| (Post 9 of 144) 05/15/2000.09:30:00 |
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Oklah, No two counters behave exactly the same. CEH is a special situtaion where one group has taken a large stake and got help "massaging" the price upwards. Nothing like that appears to be happening at Wee Poh. Having said that, Wee Poh did have a sympahty run from 26.5c to 36c last week, but the volumes were light. So, the stock is now drifting back down again and it is likely to drop back below 30c to cover the gap between 27.5-28c level left on May 4th. The stock needs more work around the lows, accompanied on high volumes, before another assault upwards can commence and be sustained. Just my 2.5c worth |
| (Post 10 of 144) 08/07/2000.12:48:00 |
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Anyone know why is there a surge in this counter? regards |
| (Post 11 of 144) 08/07/2000.13:16:00 |
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There has been accumulation at rock-bottom prices over the past couple of weeks, albeit at small lot sizes. Watch out for more action, play is probably rotating into construction soon. Look also at ChipES, another long time dormant stock coming back with a vengeance. |
| (Post 12 of 144) 08/15/2000.14:52:00 |
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CEH, WeePOH...construction next?? Strong rumours. ..................................................................... |
| (Post 13 of 144) 08/17/2000.17:27:00 |
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Hi I am Poh Poh , I am new here and have vested interest in Wee Poh can anyone predict tomorrow opening price . |
| (Post 14 of 144) 08/17/2000.21:25:00 |
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Pohpoh It's very hard to predict an opening price for any counter on any given day. I can only say that it will depend on the market sentiment tomorrow, especially for construction stocks. |
| (Post 15 of 144) 09/11/2000.16:38:11 |
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Anybody having any news on wee poh??  |
| (Post 16 of 144) 09/28/2000.02:25:06 |
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Wee Poh yr to June net loss 7.805 mln sgd vs profit 133,000 sgd
SINGAPORE (AFX-ASIA) - Wee Poh Holdings year to June results: Net loss - 7.805 mln sgd vs profit 133,000 sgd Sales - 121.123 mln sgd vs 129.804 mln Pretax loss - 8.504 mln sgd vs profit 1.12 mln Loss per share - 6.51 cents vs EPS 0.12 Final div - nil vs 0.20 cents In a statement, the company said its performance in the current financial year will reflect continued difficult operating conditions in the construction industry. |
| (Post 17 of 144) 11/21/2000.14:54:21 |
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Award of Contracts
In response to a query from the Singapore Exchange, the Board of Directors of Wee Poh Holdings Limited wishes to announce that save for certain construction contracts that were awarded to its subsidiary, W&P Piling Pte Ltd, details of which are as follows, to the best of its knowledge, information and belief, the Board knows of no other material circumstance or development in relation to the Group's activities and businesses that might have given rise to the increase in the share price and trading volume of the Company's shares on the Singapore Exchange on 20 November 2000. The contracts that were awarded to W&P Piling Pte Ltd are : 1. A bored-piling works contract valued approximately at $24 million for Terminal 3, Singapore Changi Airport. The contract works are for the approximate period commencing November 2000 and ending 2002; 2. An earthworks contract of approximately $5 million for Terminal 3 Singapore Changi Airport, also for the approximate period of November 2000 to June 2002 and 3. A piling works contract valued approximately at $4 million for a condominium project commencing November 2000 and ending February 2001. Submitted by Jocelyn Ng, Company Secretary on 21/11/2000 to the SGX |
| (Post 18 of 144) 11/21/2000.23:27:43 |
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Wee Poh unit secures bored-piling, earthworks contracts for Changi terminal
SINGAPORE (AFX-ASIA) - Wee Poh Holdings Ltd said its unit W&P Piling Pte Ltd has secured two contracts to undertake bored-piling and earthworks for 'passenger terminal three' at Changi Airport. The bored-piling contract is worth 24 mln sgd, while the earthworks contract is worth 4.0 mln sgd. |
| (Post 19 of 144) 12/19/2000.16:24:26 |
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Wee Poh unit wins 21.80 mln sgd contract to build Singapore flyover
Source : AFX SINGAPORE 13:25 19/12/2000 SINGAPORE (AFX-ASIA) - Wee Poh Holdings Ltd said its wholly-owned unit Wee Poh Construction Co Pte Ltd has won a 21.80 mln sgd contract from the Land Transportation Authority to build a flyover at the junction of Bradell Road and Bishan Road. The contract, which will be implemented from Jan 2, 2001, will take three years to complete, it said |
| (Post 20 of 144) 02/08/2001.17:31:55 |
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Formation of Subsidiary and award of contracts
The Board of Directors of Wee Poh Holdings Limited (the "Company") is pleased to announce that the Company has formed a wholly owned subsidiary, WP Lorong Matan Holdings Pte Ltd ("WPLM"). The principal object of WPLM is to conduct civil building works. The authorised capital of WPLM is $100,000 and its paid-up capital is $2. The Directors of WPLM are Mr Chew Yin What and Mr Lee Kok Swee who are both executive directors of the Company. The Company also wishes to advise that WPLM had recently been awarded 2 emergency infrastructure rehabilitation projects, worth approximately a total of USD600,000 by the United Nations Transitional Administration in East Timor. The works are expected to commence by end February 2001 and are for an expected period of four months. None of the directors and/or substantial shareholders are interested directly or indirectly in the aforesaid projects. The impact of the aforesaid projects on the earnings of the Group will be reflected in the financial performance for the Group for the current year ending 30 June 2001. Submitted by Jocelyn Ng, Company Secretary on 08/02/2001 |
| (Post 21 of 144) 06/18/2001.21:00:13 |
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INCREASE OF ISSUED AND PAID UP CAPITAL OF WHOLLY OWNED SUBSIDIARY
The Board of Directors of Wee Poh Holdings Limited ("the Company") wish to announce that its wholly owned subsidiary, Wee Poh Construction Co. (Pte.) Ltd. has increased its issued and paid up capital to seven million dollars ($7 million). This was achieved by the allotment and issue of 940,000 fully paid up ordinary shares at par of $1.00 each. Submitted by LEE KIAT SENG, COMPANY SECRETARY on 18/06/2001 |
| (Post 22 of 144) 06/18/2001.21:01:30 |
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PROJECTS AWARDED TO WHOLLY OWNED SUBSIDIARY
The Board of Directors of Wee Poh Holdings Limited ("the Company") is pleased to announce that its wholly owned subsidiary, Wee Poh Construction Co. (Pte.) Ltd. has recently been awarded the following three infrastructure projects by governmental agencies. (i) Land Transport Authority ProjectConstruction of road interchange at TPE/SengKang East Road and vehicular flyover at TPE/SengKang East Drive. This project is worth approximately $23.4 million. The project has already commenced and is expected to be completed by September 2003. (ii) Ministry of Environment Project IImprovement to the outlet drain at International Road. This project is worth approximately $7.3 million. The contract period commences 23 April 2001 and the project is expected to be completed by 22 October 2003. (iii) Ministry of Environment Project II Proposed earthwork, drainage diversion and minor sewer diversion at Bishan Street 2. This project is worth approximately $3 million. The contract period is for 8 months and is expected to be completed by 23 November 2001. Financial Impact The transactions are not expected to have any material effect on the net tangible assets and earnings per share of the Company for the current financial year ending 30 June 2001. Interests of Directors and Substantial Shareholders None of the directors or substantial shareholders of the Company has any direct or indirect interest in the above transactions Submitted by LEE KIAT SENG, COMPANY SECRETARY on 18/06/2001 |
| (Post 23 of 144) 10/09/2001.09:12:05 |
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WEE POH HOLDINGS LIMITED
Answer to Query by Singapore Exchange on Full Year Results In response to a query from the Singapore Exchange, the Board of Directors of Wee Poh Holdings Limited wishes to make the following clarifications: Reduction of loss after taxation from $7.6 million for the previous financial year to $5.0 million for the current financial year for the Civil Engineering and Building Division despite the 39% drop in turnover. The exceptional loss suffered in the previous financial year was mainly attributable to the omission of works in 2 major projects being deducted at a higher rate than tender as well as previously unforeseen escalating costs. An additional loss was incurred from a change in structural design of another project necessitated by unforeseen site constraints and compliance with the relevant authorities' requirements. In the current financial year, the losses were mainly attributable to cost overruns in a few projects which resulted in a loss of around $5.1 million, of which the finalisation of a major project was only in late August 2001 comprising a loss of $2.4 million. These losses are contract-specific and do not have a direct relationship with turnover. Significant increase in the operating loss from $1.973 million in the half-year to $7.058 million in the second half year, despite no significant change in sale between the two period In the second half of the financial year, one of our clients finalised a major project resulting in the abovementioned loss of $2.4 million. In addition, a provision had to be made for 3 projects after the Directors decided to take a more prudent approach by making provision for foreseeable losses of $2.1 million. Additional losses were primarily suffered by W&P Piling Pte Ltd ("WPP") because of delays in various projects which led to the idling of equipment and labour. Moreover, when the projects were finally carried out, they were all done together such that the works were beyond the capacity of WPP and additional costs had to be incurred, including hiring equipment to fulfil contractual obligations. Bases for the Directors' expectations disclosed in the half-year results announcement The Directors' expectations disclosed in the half-year result were based on the forecasted financial information then made available to them. When were the Directors first aware that the bases for their expectation were no longer appropriate, resulting in a much greater operating loss after taxation before deducting minority interest for the second half-year of FY2001 compared to the first half-year of FY2001 The finalisation of the abovementioned major project was only completed near the end of August 2001. As for the 3 projects referred to earlier, the Directors had adopted Management's recommendations in the Board Meeting just prior to the announcement of results in taking a more prudent approach by making certain provisions for foreseeable losses. The prudent approach was taken especially in light of the shortfall of $2.4 million at the finalisation of the abovementioned major project. Whether it was possible to inform investors of the material change in the Group's expected performance for the second half of FY2001 earlier by way of a profit warning via Masnet As the change in conditions and the extent of loss were ascertained very close to the intended announcement date, the Directors were of the opinion that a separate profit warning was not necessary. Submitted by Lee Kiat Seng, Company Secretary on 8/10/2001 to the SGX |
| (Post 24 of 144) 11/15/2001.10:19:06 |
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WEE POH HOLDINGS LIMITED
Notice Of Annual General Meetings NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of WEE POH HOLDINGS LIMITED (the "Company") will be held on Friday, 30th November 2001 at The Orchid Country Club, 1 Orchid Club Road, Singapore 769162 at 10.00 a.m. for the following purposes: - AS ORDINARY BUSINESS 1. To receive and adopt the Directors' Report and Accounts for the year ended 30 June 2001 together with the Auditors' Report thereon. (Resolution 1) 2. To approve the payment of Directors' fees totalling $119,867 for the year ended 30 June 2001 (2000 : $122,569). (Resolution 2) 3. To re-elect Mr Tan Song Koon a director who is retiring pursuant to Article 91 of the Articles of Association. (Resolution 3) 4. To re-elect Dr Lim Heng Kow a director who is retiring pursuant to Article 91 of the Articles of Association. (Resolution 4) 5. To re-elect Mr Chew Yin What a director who is retiring pursuant to Article 95 of the Articles of Association. (Resolution 5) 6. To reappoint Messrs Arthur Andersen as auditors and to authorise Directors to fix their remuneration. (Resolution 6) AS SPECIAL BUSINESS* 7. To consider if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications: "THAT subject always to the Companies Act (Cap.50 Singapore Statutes), the Articles of Association of the Company and the approval of the Stock Exchange Securities Trading Limited, the Directors of the Company be and are hereby authorised, pursuant to Section 161 of the Companies Act (Cap.50, Singapore Statutes), to issue and allot shares in the Company at any time to such persons, upon such terms and conditions and for such purposes as the Directors, may in their absolute discretion deem fit PROVIDED ALWAYS that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed fifty (50) percentum of the issued share capital of the Company for the time being and that such authority shall continue in force until the conclusion of the Company's next Annual General Meeting". (Resolution 7) 8. To transact any other business that may be transacted at an Annual General Meeting. BY ORDER OF THE BOARD LEE KIAT SENG Company Secretary Singapore 15th November 2001 * Explanatory Notes on Special Business to be Transacted (Article 64 of the Company's Articles of Association) The Ordinary Resolution proposed in item 7 above, if passed will empower the Directors of the Company from the date of the Annual General Meeting until the date of the next Annual General Meeting to issue shares in the Company. The amount of shares which the Directors may issue under this Resolution would not exceed fifty (50) percentum of the issued share capital of the Company for the time being. Notes : 1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf . A proxy NEED NOT be a member of the Company. 2. The instrument appointing a proxy must be deposited at the Company's Registered Office at 413 Tagore Industrial Avenue, Singapore 787803, not less than 48 hours before the time set for holding the Annual General Meeting Submitted by Lee Kiat Seng, Company Secretary on 15/11/2001 to the SGX |
| (Post 25 of 144) 11/20/2001.13:56:47 |
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WEE POH HOLDINGS LIMITED
PUBLIC RELEASE OF AUDITOR'S REPORT OF FINANCIAL STATEMENTS VIA MASNET The Directors of Wee Poh Holdings Limited ("the Company") wish to announce that the Auditor's Report in respect of the financial statements of the Company and its subsidiaries for the year ended 30 June 2001 has content emphasis of the working capital requirements of the Company. The Auditor's Report is as follows: Auditors' Report to the Members of Wee Poh Holdings Limited We have audited the financial statements of Wee Poh Holdings Limited and the consolidated financial statements of Wee Poh Holdings Limited and its subsidiaries as at 30 June 2001 and for the year then ended set out on pages 17 to 42. These financial statements are the responsibility of the Company's directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As at 30 June 2001, the Group's current liabilities exceed its current assets by S$3,530,923. In forming our unqualified opinion, we have considered the adequacy of the disclosures made in the financial statements concerning the Group's forecasted cash requirements and the Company's plan for raising additional funds. The directors are presently uncertain as to the outcome of these matters. The validity of the going concern assumption on which the financial statements are prepared depends on the successful conclusion of these matters. If the Company and the Group were unable to continue its operational existence for the foreseeable future, adjustments may have to be made to reflect the situation that assets may need to be realised other than in the amounts at which they are currently recorded in the balance sheet. In addition, the Company and the Group may have to provide for further liabilities that might arise, and to reclassify fixed assets and long-term liabilities as current assets and liabilities. Further details of the circumstances relating to this fundamental uncertainty are described in Note 2 to the financial statements.* In our opinion: (a) the financial statements and consolidated financial statements are properly drawn up in accordance with the provisions of the Companies Act and Statements of Accounting Standard in Singapore and so as to give a true and fair view of: (i) the state of affairs of the Company and of the Group as at 30 June 2001 and of the results and changes in equity of the Company and of the Group and cash flows of the Group for the year then ended; and (ii) the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated financial statements; (b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries incorporated in Singapore have been properly kept in accordance with the provisions of the Act. We have considered the financial statements of a subsidiary, Wee Poh International, Inc., which is not required to present audited financial statements under the law of its country of incorporation, being financial statements included in the consolidated financial statements. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations as required by us for those purposes. The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and in respect of subsidiaries incorporated in Singapore, did not include any comment made under Section 207(3) of the Act. Arthur Andersen Certified Public Accountants Singapore 30 October 2001 * NOTES TO THE FINANCIAL STATEMENTS 2. SIGNIFICANT ACCOUNTING POLICIES Fundamental accounting concept As at 30 June 2001, the cash and cash equivalents of the Company and the Group were $2,001,355 and $(11,067,260) respectively. According to the forecasted cash requirements of the Group for the year ending 30 June 2002, additional working capital may be required during the year. At the date of this report, the Directors of the Company is at a preliminary stage of discussion for additional funding. If the Company were unsuccessful in obtaining additional funding, the Group may face liquidity constraints, which may affect the Group's ability to carry on as a going concern. Submitted by Lee Kiat Seng, Company Secretary on 20/11/2001 to the SGX |
| (Post 26 of 144) 11/21/2001.11:07:19 |
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another BBR or chew eu hock ? |
| (Post 27 of 144) 11/21/2001.11:08:39 |
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http://straitstimes.asia1.com.sg/money/story/0,1870,85601,00.html? |
| (Post 28 of 144) 11/21/2001.16:57:44 |
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WEE POH HOLDINGS LIMITED
Clarifications on Annual Report In response to a query from the Singapore Exchange, the Board of Directors of Wee Poh Holdings Limited ("the Company") wishes to make the following clarifications on its Annual Report: 1. It should be noted that the Company has not deemed it necessary to renew the Mandate for entering into interested person transactions with Yen Yee Construction Company ("the Mandate") which was first obtained on 9th March 2000, as mentioned at page 38 of the Annual Report. It should be noted that the Mandate has not been renewed since last year's Annual General Meeting. The reason why it has been deemed unnecessary to do so is because turnover is expected to continue to be flat in the coming year. As such, management does not foresee the threshold being reached. If there are any changes in circumstances in the coming year, the Company will review the need of such a Mandate. 2. The independent members of the Audit Committee are as follows: Tan Song Koon Tan Ee Ping BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 21/11/2001 to the SGX |
| (Post 29 of 144) 11/30/2001.08:57:47 |
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WEE POH HOLDINGS LIMITED
Clarification on Press Reports dated 21st November 2001 The directors and management of Wee Poh Holdings wish to clarify the articles carried in the 21st November 2001 issues of the Business Times, the Straits Times, and the Lianhe ZaoBao entitled "Wee Poh's auditor issues warning". The negative publicity arising from the articles on 21st November 2001 has brought on unnecessary concerns for the Company and its investors. The Company and the Wee Poh Group are very much going-concerns. The Group currently has a current order book of about S$120 million, most of which will be completed by 2003. The Group is also actively bidding for public and private projects. Negotiations are also under way for overseas construction projects. The Group wishes to note that with a net asset value of S$22 million as at 30th June 2001, a relatively strong order book with manageable cashflow going forward and a good track record, the temporary setback of a negative current liability of S$3.5 million is certainly within the Group's means to redress and will not give rise to any concerns about the Group being able to continue as a going-concern. The Company is also exploring possible avenues to obtain additional funding for current and new projects for the Group. It is also a well-known fact that the Singapore economy is in the troughs of its worst recession and in particular, the construction industry which has registered its fourth year of negative growth. The major players in the industry are all faced with a drastically reduced volume of work, extremely competitive margins, and light liquidity. The Company, like most of the other contractors in the market, is also thereby experiencing difficult times. The Company, however, is not in a precarious position as may have been suggested or implied by the articles carried in the Business Times, the Straits Times, and the Lianhe Zaobao on 21st November 2001. The Company remains confident and necessary steps are being taken by the Company to improve its performance for the future. Submitted by CHEW YIN WHAT, Director on 29/11/2001 to the SGX |
| (Post 30 of 144) 12/24/2001.09:16:10 |
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WEE POH HOLDINGS LIMITED
Response to Query by SGX 20 December 2001 Ms Siew Mun Wui Vice President Issuer Regulation Singapore Exchange Limited 2 Shenton Way #19-00 SGX Centre1 Singapore 068804 Dear Ms Siew WEE POH HOLDINGS LIMITED - MASNET ANNOUNCEMENTS ON 11 AND 14 DECEMBER 2001 1. We refer to your letter dated 18 December 2001 ref RMR/IR/NSH. 2. The Board of Directors of Wee Poh Holdings Limited ("WPH") and W&P Piling Pte Ltd ("W&P") have approved (on 18 December 2001 and 19 December 2001 respectively) a proposal to place W&P under a creditors' scheme pursuant to section 210 of the Companies Act. W&P has today filed the application to the High Court of Singapore and the affidavit supporting this application is being finalised today and will be filed tomorrow. The application seeks an order from the Court convening a meeting of creditors under Section 210 of the Companies Act and staying the current legal actions against W&P. It is anticipated that the hearing before the High Court will be scheduled for 24 or 26 December 2001, taking into account the Court vacation and the public holiday. At this hearing, W&P would apply for the said orders. As soon as the outcome of the Court hearing is known (the High Court would typically grant an order at the hearing itself, taking into account the urgency of the situation), WPH will make an announcement via Masnet of the order made by the High Court. 3. If the scheme is successful, the present state of affairs in W&P is expected to be contained, and the financial position of the rest of Wee Poh Group safeguarded. To this end, please find enclosed the proforma net assets position of the Wee Poh Group as at 30 June 2001, excluding the 30 June 2001 assets and liabilities of W&P. The proforma position shows net assets of $18.9 million and, more importantly, an improvement from a net current liabilities position of $3.5 million to a net current assets position of $0.8 million. 4. Additionally, negotiations are ongoing with various parties on the possibility of new funding for the Wee Poh Group. WPH will make an announcement over Masnet once negotiations are concluded and new funding is secured. 5. Based on the above state of affairs and the application to the made under Section 210 of the Companies Act, the Board of WPH is of the opinion that W&P's affairs will not have a material and adverse financial effect on the rest of the Wee Poh Group. As such, the Board has no reason to believe at this stage that WPH will not be able to operate as a going concern. However, you will appreciate that as the Wee Poh Group is in the midst of applying for the Court orders and negotiating for further funding, these matters will impact the Group's financial position. Accordingly, as these matters are not finalised yet, it may not be the appropriate time now to make an announcement. Therefore any announcement contemplated at this stage would be incomplete and not very meaningful. 6. We would welcome the SGX-ST's comments on the above. Yours faithfully For and behalf of the Board Mr Chew Yin What Executive Chairman enclosures Submitted by Lee Kiat Seng, Company Secretary on 22/12/2001 to the SGX |
| (Post 31 of 144) 12/28/2001.09:41:23 |
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WEE POH HOLDINGS LIMITED
ANNOUNCEMENT (Relating to W&P Piling Pte Ltd, a 51% Subsidiary of Wee Poh Holdings Limited) Further to the announcement made on 22 December 2001 wherein the Board of Directors of Wee Poh Holdings Limited (the "Company" or "WPH") announced that W&P Piling Pte Ltd ("WPP"), a company in which WPH holds a 51% interest, intends to seek a scheme of arrangement with its creditors, the Board of WPH wishes to announce that on 26 December 2001, the High Court of Singapore issued an order that all present, pending, contingent or fresh suits, actions or proceedings against WPP be stayed (save with the leave of the Court) until and including 4 January 2002. On 4 January 2002, the High Court will hear the application of WPP for a court ordered meeting of WPP's creditors that will be the first step towards seeking creditors' approval for and implementing the said scheme of arrangement. WPP is in the process of preparing and finalising the terms of the proposed scheme of arrangement. By Order of the Board Submitted by Lee Kiat Seng, Company Secretary on 27/12/2001 to the SGX |
| (Post 32 of 144) 01/03/2002.09:18:43 |
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WEE POH HOLDINGS LIMITED
Increase of Issued and Paid Up Capital of Wholly Owned Subsidiary The Board of Directors of Wee Poh Holdings Limited ("the Company") wishes to announce that its wholly owned subsidiary, Wee Poh Construction Co. (Pte.) Ltd. ("WPC") has increased its issued and paid up capital to seventeen and a half million dollars ($17.5 million). This was achieved by the allotment and issue of 10,500,000 fully paid up ordinary shares at par of $1.00 each. This exercise is to facilitate and to ensure that WPC will meet the capital requirements for the top category of construction firms as laid down by the Building and Construction Authority of Singapore. This will in turn ensure that WPC can continue to compete at the highest level and bid for tenders for the most complex public sector projects. Submitted by Lee Kiat Seng, Company Secretary on 02/01/2002 to the SGX |
| (Post 33 of 144) 01/07/2002.09:06:19 |
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WEE POH HOLDINGS LIMITED
Court Order Relating to W&P Piling Pte Ltd, a Subsidiary of Wee Poh Holdings Limited Further to Wee Poh Holdings Limited (the "Company")'s announcement on 27 December 2001 relating to the Court hearing on 4 January 2002 for the proposed scheme of arrangement between W&P Piling Pte Ltd ("WPP") and its creditors, the Board of Directors of the Company wishes to announce that the said hearing took place in the High Court of Singapore on 4 January 2002, and that the High Court has ordered, inter alia, as follows:- 1. WPP shall convene a meeting of WPP's unsecured creditors (the "Creditors' Meeting") by 8 February 2002 for the purpose of approving the proposed scheme of arrangement (the "Scheme"). 2. All present, pending, contingent or fresh suits, actions or proceedings against WPP or the enforcement or execution against or recovery of any assets of WPP or monies due to WPP (collectively, the "Proceedings") shall be restrained from 4 January 2002 except as otherwise provided in the Order of Court. 3. Mr Chee Yoh Chuang of Chio Lim & Associates shall be appointed by WPP as an independent accountant with special functions. Mr Chee's term of appointment shall be from 4 January 2002 to the date the Court sanctions the Scheme or (in the event that the requisite approval of the creditors is not obtained) until the Creditors' Meeting at which such approval is not obtained. The specific powers and functions of the independent accountant have also been sanctioned by the High Court. 4. The hearing of 3 petitions for the winding up of WPP have been adjourned for 6 weeks pending the outcome of the Creditors' Meeting. By Order of the Board Submitted by Lee Kiat Seng, Company Secretary on 05/01/2002 to the SGX |
| (Post 34 of 144) 01/09/2002.10:07:26 |
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WEE POH HOLDINGS LIMITED
Further Announcement In Respect of W&P Piling Pte Ltd, a Subsidiary of Wee Poh Holdings Limited Further to the announcement of Wee Poh Holdings Limited (the "Company") on 5 January 2002 in respect of the Court hearing on 4 January 2002 for the proposed scheme of arrangement between W&P Piling Pte Ltd ("WPP") and its creditors, the Board of Directors of the Company wishes to add that the Company will make the necessary announcements in due course with regard to any scheme of arrangement which is agreed upon by WPP and its creditors. The Company also wishes to clarify that due that an administrative oversight, it was not announced earlier that a third petition for winding up was presented for a sum of $56,000 just prior to the filing of WPP's application to court for a scheme of arrangement with its creditors. This claim is not guaranteed by the Company or other companies within the Wee Poh Group. BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 08/01/2002 to the SGX |
| (Post 35 of 144) 01/23/2002.08:46:16 |
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WEE POH HOLDINGS LIMITED
Announcement The Board of Directors of Wee Poh Holdings Ltd ("the Company") wishes to announce, at the earlier request of the Singapore Exchange, that the Company has nothing new to report in respect of its plans for additional funding, the process of which is still being finalised. Submitted by Lee Kiat Seng, Company Secretary on 23/01/2002 to the SGX |
| (Post 36 of 144) 02/01/2002.14:56:47 |
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cannot raise fund? |
| (Post 37 of 144) 02/11/2002.09:06:22 |
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WEE POH HOLDINGS LIMITED
The Meeting of the Creditors of W&P Piling Pte Ltd ("WPP") held on 8 February 2002 (the "WPP Creditors' Meeting") in relation to a Proposed Scheme of Arrangement under Section 210 of the Companies Act The Board of Directors of Wee Poh Holdings Limited (the "Company") wishes to announce that at the WPP Creditors' Meeting, the Scheme of Arrangement (the "WPP Scheme") proposed to be entered into between WPP and WPP's Creditors was approved by the requisite majority of the Creditors. The WPP Scheme is conditional, inter alia, upon:- 1. the confirmation by the High Court of the Republic of Singapore pursuant to Section 210 of the Companies Act; 2. the approval of the Board of Directors of the Company and (if applicable) the approval of the shareholders of the Company for the proposed injection of funds; and 3. all other consents or approvals which may be necessary or desirable for the WPP Scheme (from financial institutions, regulatory authorities or otherwise (including but not limited to the Singapore Exchange Securities Trading Limited)). By Order of the Board Submitted by Lee Kiat Seng, Company Secretary on 10/02/2002 to the SGX |
| (Post 38 of 144) 03/11/2002.17:42:53 |
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WEE POH HOLDINGS LIMITED
Resignation of Chief Executive Officer The Board of Directors of Wee Poh Holdings Limited ("the Company") wishes to announce that Ms Gabrielle Tang Lee Woon has resigned as the Chief Executive Officer ("CEO") of the Company and shall leave the employment of the Company with immediate effect. Mr Chew Yin What, the Chairman of the Board of Directors, has taken over the duties of the CEO until the Board is satisfied it has found a suitable candidate to fill the vacancy. BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 11/03/2002 to the SGX |
| (Post 39 of 144) 03/14/2002.09:17:57 |
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WEE POH HOLDINGS LIMITED
Announcement The Directors of Wee Poh Holdings ("the Company") wish to announce that the Company is currently engaged, with the advice of their Independent Financial Advisers whose appointment was announced earlier, in exploring avenues to raise additional funds with an eye to optimising the future performance of the Company. If there are any concrete developments in respect of the same, the Company shall make a further announcement in due course. Submitted by Lee Kiat Seng, Company Secretary on 13/03/2002 to the SGX |
| (Post 40 of 144) 04/03/2002.16:01:43 |
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WEE POH HOLDINGS LIMITED
Delay in Announcement of Half Year Financial Statement The Board of Directors ("Board") of Wee Poh Holdings Limited ("the Company") wishes to announce that the Audit Committee of the Company has recommended that the abovementioned Statement be submitted to the Company's External Auditors for review before they are presented to the Audit Committee for its consideration. The Company expects to be able to release the Statement in or about three weeks' time. The Company will make further announcements at the appropriate time. By Order of the Board Submitted by Lee Kiat Seng, Company Secretary on 03/04/2002 to the SGX |
| (Post 41 of 144) 04/08/2002.09:08:36 |
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WEE POH HOLDINGS LIMITED
PROFIT WARNING OF INTERIM HALF-YEAR RESULTS The Board of Directors of Wee Poh Holdings Limited ("the Company") wish to announce that contrary to the expectations of the Board as indicated in the release of the Full-Year Results in September 2001, the moderate improvement in Company performance has not materialised. In fact, the Board wishes to caution that the initial indications (which are being reviewed by the external auditors as recommended by the Audit Committee) are that the Company has seen a further increase in its interim losses. The finalised interim Half-Year Results will be released as soon as the review has been completed and the Audit Committee has recommended that it can be released". Submitted by Chew Yin What, Director on 05/04/2002 to the SGX |
| (Post 42 of 144) 04/24/2002.21:42:28 |
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WEE POH HOLDINGS LIMITED
Query by SGX The Board of Directors of Wee Poh Holdings Ltd ("the Company") wishes to make the following announcement in response to a query by the Singapore Exchange: PROFIT WARNING After an application to Court was made to put our subsidiary, W&P Piling Pte Ltd, under a Scheme of Arrangement in December 2001, the Company encountered difficulties in securing supplies of some major materials on favourable credit terms. Consequently, progress of certain projects slowed down. The Company also conducted a detailed review from late January to early March 2002 on major projects for the purpose of preparing the half year results. The implementation of an improved cost tracking system cast more light on the operational status of major projects and concluded that a number were loss-making. In light of the lateness of this finding, it was not possible to issue a profit warning before the time for the release of the Company's half year results. GOING CONCERN As at 31 December 2001, the Company's current liabilities of $50.9 million comprise mainly of bank overdraft ($12.5 million), unsecured trade creditors ($22.4 million) and accruals ($13 million). The Company has made an application to Court to place approximately $16 million of unsecured creditors in the above-mentioned Scheme of Arrangement. This Scheme has already been approved by the said creditors and is merely contingent upon Court Sanction. Under the Scheme, these creditors shall be paid by four quarterly instalments of $0.10 to a dollar, with the remainder of the debts being forgiven. The first instalment is due and payable 3 months after Court Sanction is obtained. In addition, our bank overdraft is subject to an informal standstill agreement. Under the agreement, the banks will not enforce their rights so long as the Company continues to service interest payments and to secure funding within a stipulated timeframe. We are currently working to formalise the abovementioned agreement in a deed. We are managing our cash flow tightly and are still in a position to generate sufficient cash flow to maintain the progress of on-going projects. With the assistance of our independent financial advisers, we are actively exploring various avenues to manage and improve our cash flow position. Based on the aforesaid and barring any unforeseen circumstances, we are in the opinion that the Company still is and can operate as a going concern. OTHERS The Company also wishes to point out that there was an inadvertent typographical error in the Proforma Half Year Financial Statement released on 22 April 2002: under the latest half year, item 2 (j) (operating loss after tax and extraordinary items attributable to members of the company) should be the same as item 2(h) (operating loss) and should read "(13,198)". Submitted by Lee Kiat Seng, Company Secretary on 24/04/2002 to the SGX |
| (Post 43 of 144) 04/25/2002.22:50:12 |
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WEE POH HOLDINGS LIMITED
Reply to SGX Query The Board of Directors of Wee Poh Holdings Ltd ("the Company") wishes to make the following announcement in response to a query by the Singapore Exchange: Performance Review in Half Year Results 1. The amount of the losses before tax of the Civil Engineering and Building Division is attributable as follows: a. Cost exceeding internal projections and the incurrence of additional overheads due to change in site conditions - $4.2 million; and b. The writing off of claims for two major projects after advice that they are unlikely to recovered - $2.9 million. 2. The amount of losses before tax incurred by the Piling Division is $4.6 million. 3. The rationale for focusing on Civil Engineering Division and scaling down operations in the Piling Division is two-fold: a. It is expected that more civil engineering projects will be awarded in the coming period and, in any event, civil engineering has traditionally been the Group's core business; and b. There will be less demand for piling work as the amount of building works is expected to decline further. Profit Warning We refer to our earlier announcement dated 24 April 2002 about the internal review on cost tracking. It should be clarified that although the exercise was completed in early March, that was at the individual project basis. Our statement, in that respect, has to be read in the context of the major projects we were referring to. The Management of the Company spent the next two weeks reviewing, discussing and adopting the findings. By the time the entire process was completed, it was just a week before the original planned date of release of the half year results. It was by then too late to release a meaningful profit warning. The only way in which it could be argued that a profit warning could have been done earlier is to do so with the benefit of hindsight on the basis that the release of the half year results were delayed. In the third week of March, when the decision was made that it would not make sense to release the profit warning so close to the release of the half year results, it could not be foreseen the release would be delayed. Submitted by Lee Kiat Seng, Company Secretary on 25/04/2002 to the SGX |
| (Post 44 of 144) 04/25/2002.22:50:40 |
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WEE POH HOLDINGS LIMITED
ANNOUNCEMENT - CORRECTION OF NEWS REPORT The Board of Directors of Wee Poh Holdings Limited (the "Company") refers to the news report which appeared in the Straits Times on 25 April 2002 entitled "Wee Poh to pay creditors 40% of money owed" (the "News Report") The Board would like to clarify that the News Report is factually inaccurate. With regard to the News Report, the Board would like to refer to the Company's announcement made on 24 April 2002 and wishes to highlight that the Scheme of Arrangement to pay 40 cents to a dollar to creditors, who are subject to the said Scheme, is in respect of W&P Piling Pte Ltd, a subsidiary of the Company. The Scheme does not refer to the Company. BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 25/04/2002 to the SGX |
| (Post 45 of 144) 04/26/2002.13:03:44 |
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WEE POH HOLDINGS LIMITED
Court Order Relating to the Scheme of Arrangement under Section 210 of the Companies Act of W&P Piling Pte Ltd (a subsidiary of Wee Poh Holdings Limited) ("WPP") Further to Wee Poh Holdings Limited ("the "Company")'s announcement on 10 February 2002 relating to the approval of the proposed Scheme of Arrangement under Section 210 of the Companies Act by the requisite majority of WPP's creditors at the creditors' meeting held on 8 February 2002, the Board of Directors of the Company wishes to announce that a hearing took place in the High Court of Singapore on 24 April 2002, and that the High Court has approved and sanctioned the Scheme of Arrangement ("the Scheme"). The solicitors representing WPP in this matter are currently extracting the Order of Court and will proceed to lodge this Order with the Singapore Registry of Companies and Businesses ("RCB") on or before 1 May 2002. A summary of the Scheme is as follows: - 1. The Scheme applies to all unsecured debts that had accrued on or before 4 January 2002. Mr Chee Yoh Chuang of Chio Lim & Associates ("the Scheme Administrator") will assume the administration of the Scheme on the Effective Date (ie. the date the Order of Court is lodged with the RCB). 2. On or after the Effective Date, the Scheme Administrator will issue a notice ("Notice") inviting all Creditors to lodge their Statement(s) of Account with the Scheme Administrator in order for him to admit their claim(s) against WPP. Each participating Creditor whose claims have been admitted by the Scheme Administrator will be paid: - (a) in cash an amount equal to 10% of their approved claim on the date falling three months after the Effective Date, (b) in cash an amount equal to 10% of their approved claim on the date falling six months after the Effective Date, (c) in cash an amount equal to 10% of their approved claim on the date falling nine months after the Effective Date, and (d) in cash an amount equal to 10% of their approved claim on the date falling twelve months after the Effective Date. 3. Each participating Creditor shall accept the aforesaid payments as full and final satisfaction and discharge of all its claims on a debt, or in contract, tort, trust or howsoever arising prior to and including 4 January 2002 against WPP. The remaining 60% of the participating Creditor's claims shall be released and/or waived and/or extinguished and/or discharged. 4. Preferential Creditors as defined in section 328(1)(b)-(g) of the Companies Act (Cap 50), will be paid 100% of their claims admitted by the Scheme Administrator as and when funds are available and in any event before any payment is made to the participating Creditors. 5. Secured Creditors (whose debts are secured by the assets of WPP) shall be entitled to take part in the Scheme for the amount of their shortfall, without prejudice to their other rights or security. The Secured Creditors' shortfall ("shortfall") shall be the amount that is admitted by the Scheme Administrator after the Secured Creditors have realised such portion of their claim or after the Scheme Administrator have taken into account the realisable value of the assets that have been charged as security. By Order of the Board Submitted by Lee Kiat Seng, Company Secretary on 26/04/2002 to the SGX |
| (Post 46 of 144) 05/14/2002.13:57:17 |
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WEE POH HOLDINGS LIMITED
SGX Query The Board of Directors of Wee Poh Holdings Ltd ("the Company") wishes to announce, in response to a query by the Singapore Exchange with regard to increased price and trading volume in the shares of the Company, that they are not aware of any material information, circumstances or developments which could have led to such increase on the date 13th May 2002. The Board wishes to further announce that at the current point in time the Company does not have anything firm to report in respect of its endeavours to secure additional funding. The Company is still currently engaged in discussions with various parties in respect of the above-mentioned funding but nothing has yet to progress beyond the preliminary stages. As soon as there is something definite to report, the Company shall make further announcements if and when required to ensure that the investing public is kept appraised of any new developments. Submitted by Lee Kiat Seng, Company Secretary on 14/05/2002 to the SGX |
| (Post 47 of 144) 05/15/2002.22:07:12 |
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WEE POH HOLDINGS LIMITED
Request for Suspension of Trading Further to our announcement of 14/05/2002, the Board of Directors of Wee Poh Holdings Limited ("the Company") wishes to request for the immediate suspension of trading in shares of the Company pending the release of an announcement related to a breakthrough in negotiations pertaining to the fund raising efforts of the Company. The Company will make the appropriate announcements immediately after negotiations are completed. Submitted by Lee Kiat Seng, Company Secretary on 15/05/2002 to the SGX |
| (Post 48 of 144) 05/16/2002.22:13:05 |
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WEE POH HOLDINGS LIMITED
CONDITIONAL PLACEMENT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND BENXI IRON & STEEL GROUP CONSTRUCTION CO., LTD. ("BENXI") TO ISSUE 125 MILLION NEW ORDINARY SHARES OF THE COMPANY TO BENXI AT S$0.08 PER SHARE Introduction Further to the Company's announcement yesterday, the Board of Directors of the Company wishes to announce that the Company has today entered into a conditional placement agreement (the "Conditional Placement Agreement") with BENXI IRON & STEEL GROUP CONSTRUCTION CO., LTD ("Benxi"), a company registered in the People's Republic of China ("PRC"). Pursuant to the Conditional Placement Agreement, the Company will issue 125 million new ordinary shares (the "Placement Shares") at the placement price of S$0.08 per share (the "Placement"), representing a 51.04% stake in the Company's enlarged share capital post completion of the Placement. Based on the Company's issued and paid-up capital of 119,914,954 ordinary shares of S$0.20 each, the Placement Shares represent 104.24% of the Company's current issued and paid-up share capital. The aggregate proceeds from the Placement Shares will be S$10 million. The completion of the Placement is conditional upon the satisfaction of certain conditions precedent. Conditions Precedent in the Conditional Placement Agreement The Conditional Placement Agreement is conditional upon, inter alia, the following conditions being fulfilled no later than 30 September 2002 (or such other date as the parties may agree):- (a) the approval of the shareholders of the Company in a general meeting to be convened being obtained for the Placement and the Capital Reduction or the Discounted Issue (respectively defined below), as the case may be; (b) the passing of a resolution by a majority of holders of voting rights of the Company for the waiver of the rights of shareholders to receive a General Offer (defined below) from Benxi pursuant to the Placement; (c) the approval in-principle of the Singapore Stock Exchange and Trading Securities Limited ("SGX-ST") being obtained in connection with the transactions contemplated under the Conditional Placement Agreement including the listing and quotation of the Placement Shares on the SGX-SESDAQ upon issue and allotment; (d) a waiver from the Securities Industry Council ("SIC") exempting Benxi from having to make a General Offer pursuant to the Placement; (e) the Capital Reduction or the Discounted Issue being completed to the satisfaction of the Company; (f) all other necessary consents or approvals being granted; and (g) the agreement of United Overseas Bank Limited, Oversea-Chinese Banking Corporation Limited and Malayan Banking Berhad (the "Banks") being the creditor banks of the Group, that none of the proceeds from the Placement shall be utilised for the purposes of repayment of bank borrowings from the Banks and that the Banks shall continue to maintain their banking lines to the Group on normal terms. Waiver for Benxi to make General Offer for the Company Immediately following the completion of the Placement, Benxi will own 51.04% of the enlarged issued capital of the Company. Benxi will be required to make a mandatory take-over offer ("General Offer") for all the issued and paid-up share capital of the Company not already owned, controlled, agreed to be acquired by it or any other party acting in-concert pursuant to the Singapore Code on Take-overs and Mergers. However, the Company and Benxi intend to make an application to the SIC to obtain a waiver to exempt Benxi from having to make the General Offer. The Company also intends to obtain shareholders' approval for the waiver of the rights of shareholders to receive the General Offer. The obtaining of such waivers from the SIC and from shareholders are conditions precedent to the completion of the Placement. Capital Reduction or Discounted Issue As at the date of this Agreement, the Company has an issued and paid-up share capital of S$23,982,991 divided into 119,914,954 ordinary shares of S$0.20 each. In order to issue and allot the Placement Shares to Benxi at the placement price of S$0.08 per Placement Share (the "Placement Price"), the Company intends, subject to shareholders' approval, to either undertake a capital reduction exercise pursuant to Section 73 of the Companies Act (Cap. 50) (the "Act") to reduce the par value of its ordinary shares of S$0.20 (the "Capital Reduction") prior to completion of the Placement or to issue the Placement Shares at a discount to par pursuant to Section 68 of the Act (the "Discounted Issue"), whichever is more expedient in the opinion of the Company to facilitate the issue of the Placement Shares at the Placement Price. The Company will keep shareholders duly informed of the progress. Rationale for the above proposed transactions The slow down in the Singapore economy has resulted in a corresponding decline in the construction industry in Singapore. As previously announced by the Company, the Company like most other construction contractors in the market is faced with reduced volume of work, extremely competitive margins, and light liquidity. For the six months ended 31 December 2001, the Group had announced a loss attributable to members of S$13 million. The Group expects to report a further loss for the next half year ending 30 June 2002, although it expects such loss in the next half year to be less than the actual losses reported for the first half year ended 31 December 2001. As previously announced on 22 April 2002, as at 31 December 2001, the Group's current liabilities of S$50.9 million comprise mainly of bank overdraft (S$12.5 million), unsecured trade creditors (S$22.4 million) and accruals (S$13 million). Of the unsecured trade creditors and accruals, S$16 million were from W&P Piling Pte Ltd, currently the Company's 51% owned subsidiary. W&P Piling Pte Ltd had obtained the approval of its unsecured creditors on 8 February 2002 to accept a 40 cents full and final settlement of every S$1 owed to them under a Scheme of Arrangement pursuant to Section 210 of the Act. These will be paid to them by four quarterly instalments of 10 cents each. In view of the Group's performance and liquidity position, the Company has been looking for a strategic partner who can provide both financial strength and new business opportunities to the Group such that the Group can reduce its reliance on the construction industry in Singapore. The Board of Directors believes that it has found a strong strategic partner which can bring both financial strength and business synergies to the Group. The proposed S$10 million placement proceeds from Benxi will improve the Group's cash flow and provide working capital for its existing and future projects in Singapore and in the region. In addition, Benxi has the following strategy to help the Group expand its business activities outside Singapore: (a) to bring the Group into the PRC to bid and participate in various construction projects with the immediate prospective project being for the Olympic Games in Beijing in 2008; (b) to procure the supply of Benxi's steel and steel-related products to the Group for their construction activities throughout the South-east Asian region; and (c) to appoint the Company as the sole and exclusive distributor of Benxi's steel and steel related products in Southeast Asia. The details of the above are more particularly set out in the Heads of Agreement which the Company has today entered into with Benxi. Heads of Agreement Under the Heads of Agreement, Benxi has agreed, inter alia, to:- (a) procure the supply of steel and steel-related products by its parent company, Benxi Iron & Steel Group Co., Ltd and its subsidiaries to the Company and its subsidiaries for their construction activities throughout the South-east Asian region. It is intended that the supply of such steel and steel-related products to Group shall be for a term of five years on a most preferred customer basis and renewable upon terms to be agreed; (b) procure the appointment of the Company as the sole and exclusive distributor of Benxi Iron & Steel Group Co, Ltd and its subsidiaries in respect of its steel and steel related products for the South-east Asia region for a term of five years on a most preferred customer basis and renewable upon terms to be agreed; and (c) assist the Group in bidding and securing construction projects in the PRC with the immediate prospective project being for the Olympic Games in Beijing in 2008. It is contemplated that the terms of the above transactions will be captured in definitive agreements. The Parties shall finalise the terms of the definitive agreements for the proposed transactions set out above prior to the completion of the Placement and execute the same concurrently with the completion of the Placement. The obligations to execute these definitive agreements are subject to shareholders' approval since upon the issue and allotment of the Placement Shares, Benxi will be a substantial shareholder of the Company and transactions between the Company and Benxi or its parent company or related companies may be considered a related party transaction within the ambit of Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Ltd. These obligations are also conditional upon the completion of the Placement. Financial Effects As at 31 December 2001, the Group has an unaudited net tangible assets of S$7,411,899. Based on an issued share capital of 119,914,954 ordinary shares, the net tangible assets per share was 6.18 cents as at 31 December 2001. The issue of 125 million shares at S$0.08 to Benxi pursuant to the Conditional Placement Agreement would raise S$10 million for the Company. This would improve the net tangible asset per share from 6.18 cents to 7.11 cents based on an enlarged issued share capital of 244,914,954 ordinary shares post completion of the Placement. Proposed Extraordinary General Meeting The Company will be convening an extraordinary general meeting to seek shareholders' approval for the transactions contemplated under the Conditional Placement Agreement and the Heads of Agreement. A circular with the appropriate details will be despatched to shareholders in due course. Interests of Directors and Substantial Shareholders in the Placement None of the Directors nor substantial shareholders of the Company have any interests or are deemed to be interested in the Placement or in the transactions contemplated under the Heads of Agreement or in the shares of Benxi. Directors Responsibility Statement The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Announcement, and confirm, after making all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Announcement are fair and accurate in all material aspects as at the date hereof, and that there are no material facts the omission of which would make this Announcement misleading. Information on Wee Poh Holdings Ltd The Company was set up in 1995 and listed on SESDAQ in December 1996. The company's core business is in infrastructure construction in the area of civil engineering, piling and prestressing. It has a number of subsidiaries that provide construction materials, management consultancy and training. It has built up a track record as a specialist in highway construction and other heavy civil engineering works such as expressways, flyovers, reclamation works, runways and sewerage works. Among its customers are the Land Transport Authority (LTA), Jurong Town Corporation and Ministry of Education. It has also been involved in infrastructure work in Cambodia and East Timor. In 1996 and 1997, Wee Poh Construction Co., Pte Ltd, a wholly owned subsidiary of the Company ("WPC") was awarded the Enterprise 50 Award which is given to Singapore's top 50 companies as well as the HDB Site Safety and Home Keeping Award. In 1996, WPC was also awarded the ISO 9002 Certification for Civil Engineering Construction Services. In 1999, three more ISO certifications : ISO 9002 Certification for Building Construction Services, ISO 9000 for Design and Building for Bored Piling (SAC) and ISO 90000 for the Production and Supply of Ready Mix Concrete (PSB-IQNET) were awarded to the subsidiaries of the Company. Information on Benxi Iron & Steel Group Construction Co. Ltd Benxi is a large scale construction company with a thirty year history in the PRC. Among its areas of expertise are exploration, industrial construction, civil construction, mine construction, mechanical and electrical equipment installation, and highway and bridge construction. Benxi is a subsidiary of the state-owned Benxi Iron & Steel (Group) Co., Ltd, one of the largest steel manufacturers in the PRC, which produces liquid iron, pig-iron and many other iron and steel products. Benxi has RMB 320 million (S$70 million) in capital and employs 12,000 people. Among its major construction projects are a slab caster of Benxi Iron & Steel Group Co., Ltd (BISG), a national key metallurgical construction project, Dalian Fuel Gas Works, Shufeng Iron Works, Lianyang Steam-Power Plant, Beitai Iron and Steel. The company has also been involved in the construction of the following public buildings: Haishenwai Far Eastern Shipping Affairs Building, Ludao Forest Park in Shenyang, Construction Bank Building, Gongmao Building and blocks of HDB flats in Singapore. Benxi received its ISO 9002 quality system certification in 1999. By taking a majority stake in the Company, it is the intention of Benxi to use the Company to establish a regional base in Singapore, and begin to grow new markets for steel products under the Benxi brand in Southeast Asia. Benxi believes that the Company's engineering and construction expertise will also allow it to bid for construction projects in the PRC. BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 16/05/2002 to the SGX |
| (Post 49 of 144) 05/16/2002.22:13:29 |
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WEE POH HOLDINGS LIMITED
Request for Lifting of Suspension of Trading Following our announcement released today, the Directors of Wee Poh Holdings Limited ("the Company") would like to request a lifting of the suspension in the trading of the Company's shares with effect from 4.40pm. Submitted by Lee Kiat Seng, Company Secretary on 16/05/2002 to the SGX |
| (Post 50 of 144) 06/06/2002.09:11:08 |
| Author : |
WEE POH HOLDINGS LIMITED
CONDITIONAL PLACEMENT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND BENXI IRON & STEEL GROUP CONSTRUCTION CO., LTD. ("BENXI") TO ISSUE 125 MILLION NEW ORDINARY SHARES OF THE COMPANY TO BENXI AT S$0.08 PER SHARE Further to the announcement made on 16 May 2002, the Board of Directors of Wee Poh Holdings Limited (the "Company") is pleased to announce that the Company has today received a waiver from the Singapore Exchange Securities Trading Limited (the "SGX-ST") from the requirements in Paragraphs 1 and 2 of Practice Note 9c of the Listing Manual of the SGX-ST, subject to shareholders' approval for the proposed placement of shares to Benxi and full disclosure of the terms of the proposed placement in the circular to shareholders to be despatched in due course. BY ORDER OF THE BOARD Submitted by Lee Kiat Seng, Company Secretary on 05/06/2002 to the SGX |
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