Summary:

• Sino Grandness’ indirect subsidiary Garden Fresh Group Holding has signed a sale and purchase agreement to dispose of 100% of Garden Fresh Beverage Group Co., Ltd. and its subsidiaries to Ideutsch Health Technology Group (HK), wholly owned by chairman and CEO Huang Yupeng​

• The indicative aggregate consideration is set in a range of RMB800 million to RMB1.1 billion, with the final price to be fixed later based on an independent valuation but not lower than the RMB800 million floor​

• As part of the deal structure, RMB118.73 million of shareholder loans owed by Sino Grandness group entities to Mr Huang will be novated: the operating companies are released from repayment, and the obligation is assumed by the vendor, with the debt assigned to the purchaser​

• The final consideration will be paid 10% upfront (net of the novated debt set‑off) on completion and 90% in four equal cash instalments over four years (at 12, 24, 36 and 48 months after completion)​

• Mr Huang has issued an irrevocable and unconditional personal guarantee, remaining jointly and severally liable with the purchaser for all payment obligations under the SPA until the full consideration is paid​

• Completion is subject to a long list of conditions, including board and shareholder approval at an extraordinary general meeting, all necessary regulatory and contractual consents, and must occur no later than 31 December 2026​

• The disposal is a major transaction under SGX Listing Rule 1014, with the net asset value of the disposal group equivalent to about 72.5% of group NAV and indicative consideration equating to roughly 626–860% of the company’s last traded market capitalisation​

• It is also classified as an interested person transaction under Chapter 9, as Mr Huang is the controlling shareholder of the issuer and the sole owner of the purchaser; independent shareholder approval will therefore be required​

• Pro forma, assuming a RMB950 million consideration, group NTA falls from RMB1,667 million to RMB1,407 million (NTA per share from 145 fen to 122 fen), while EPS for FY2023 would decline from 6.91 fen to 5.89 fen, reflecting the deconsolidation of Garden Fresh’s earnings​

• The board positions the disposal as a key plank of its wider restructuring to lift the prolonged trading suspension (in place since December 2020), streamline operations around the canned vegetables and fruits business, strengthen liquidity and fund future expansion of the remaining operations​

• Evolve Capital Advisory has been appointed as independent financial adviser; its opinion will be included in a circular to shareholders along with the audit committee’s assessment of whether the terms are on normal commercial terms and not prejudicial to minority investors​

• The company cautions there is no certainty the sale will complete and urges shareholders not to take action until they have reviewed the forthcoming circular and IFA recommendations​