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7 Jul 2010

Shareholders’ Agreement – Ceding Management Control Over And Sale Of 11% Interest In Pan-West (Private) Limited

Tuan Sing Holdings Limited (the “Company” or “Tuan Sing”) wishes to announce that its wholly-owned subsidiary, TS Planet Sports Pte. Ltd. (“TS Planet”) which holds 60% of the issued share capital in Pan-West (Private) Limited (“Pan-West”), has entered into an agreement with Map Active Pte. Ltd. (“MAPA”), shareholder of the remaining 40% of Pan-West’s issued share capital, to formalise the financial, managerial, administrative and other arrangements and the manner in which the businesses and affairs of Pan-West shall be regulated (the “Shareholders’ Agreement”).

Under the Shareholders’ Agreement, in exchange for Tuan Sing ceding its management control over Pan-West to MAPA and in consideration of certain upfront fee paid by MAPA to TS Planet, MAPA shall buy and TS Planet shall sell 10,725 ordinary shares, representing 11% of the issued share capital of Pan-West (“Sale Shares”) for a consideration of S$192,500 (the “Consideration”) by no later than 28 January 2011 (the “Disposal”).

The Consideration is arrived at on a willing-seller and willing-buyer basis and is the same price per share transacted in January 2010 between MAPA and the previous minority shareholder of Pan-West. As at 31 December 2009, being the date of Pan-West’s last audited accounts, the book value and net tangible asset value of Pan-West was negative S$3.9 million.

As Tuan Sing has ceded management control, Pan-West is deemed not to be a subsidiary of the Group for accounting purposes and will not be consolidated. Pan-West’s results will only be equity accounted for in the Tuan Sing Group’s consolidated financial statements. When the Disposal is completed, the Company’s equity interest in Pan-West shall be reduced from 60% to 49%.

The Disposal is not expected to have any material impact on the financial position of the Tuan Sing Group for the financial year ending either 31 December 2010 or 2011, depending on the timing of the Disposal.

None of the Directors or the Controlling Shareholder of the Company has any interest, direct or indirect, in the Disposal.

Submitted by Mary Goh Swon Ping, Company Secretary, by order of the Board on 07/07/2010 to the SGX-ST