REPL::Tender/ Acquisition/ Takeover/ Purchase Offer::Mandatory

MANDATORY CONDITIONAL CASH OFFER

by

UNITED OVERSEAS BANK LIMITED

(Company Registration No.: 193500026Z)

(Incorporated in Singapore)

for and on behalf of

ONG SEK CHONG & SONS PTE LTD

(Company Registration No.: 199801817N)

(Incorporated in Singapore)

to acquire all the issued and paid-up ordinary shares in the share capital of

LIAN BENG GROUP LTD

(Company Registration No.: 199802527Z)

(Incorporated in Singapore)

other than treasury shares and those shares already owned, controlled or agreed to be

acquired by the Offeror and the Relevant Concert Party Group

OFFER ANNOUNCEMENT

1. INTRODUCTION

United Overseas Bank Limited ("UOB") wishes to announce, for and on behalf of Ong Sek Chong & Sons Pte Ltd (the "Offeror"), that the Offeror had on the date of this Announcement acquired, pursuant to a married deal ("Market Acquisition"), an aggregate of 5,850,000 ordinary shares in the share capital of Lian Beng Group Ltd (the "Company"), representing approximately 1.17% of the total number of issued and paid-up ordinary shares1 (the "Shares") (excluding treasury Shares) issued by the Company.

In accordance with Rule 14.1(b) of the Singapore Code on Take-overs and Mergers (the "Code"), the Offeror is making a mandatory conditional cash offer (the "Offer") for all the Shares in the share capital of the Company, other than treasury Shares and those Shares owned, controlled or agreed to be acquired by the Offeror and the Relevant Concert Party Group (as defined below) (the "Offer Shares").

1Based on the results of the electronic instant information search obtained from the Accounting and Corporate Regulatory Authority of Singapore on 11 June 2021, the Company's issued and paid-up share capital comprises 499,689,200 Shares (excluding 30,070,800 treasury shares). Unless otherwise stated, all references to the total number of issued Shares in this Announcement shall be to the said 499,689,200 Shares.

2. THE OFFER

1. Offer Terms
   In accordance with Rule 14 of the Code and subject to the terms and conditions set out in the formal offer document to be issued by UOB, for and on behalf of the Offeror (the "Offer Document"), the Offeror will make the Offer for the Offer Shares on the following basis:
   For each Offer Share: S$0.50 in cash (the "Offer Price")
   The Offer, when made, will be extended, on the same terms and conditions, to all the Shares, other than treasury Shares and those Shares already owned, controlled or agreed to be acquired by the Offeror and the Relevant Concert Party Group.
   For the purposes of the Offer, the expression the "Offer Shares" will include all such Shares and the expression the "Shareholders" shall mean each shareholder of the Company.
   The Offer Shares will be acquired (a) fully paid-up; (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and (c) together with all rights, benefits and entitlements attached thereto as at the date of this Announcement and hereafter attaching thereto (including the right to receive and retain all dividends, rights, other distributions and return of capital, if any, which may be announced, declared, paid or made thereon by the Company on or after the date of this Announcement). In the event that any dividends, rights, other distributions or return of capital is declared, made or paid on or after the date of this Announcement, the Offeror reserves the right to reduce the Offer Price by the amount of such dividends, rights, distributions or return of capital paid by the Company to the accepting Shareholder.
2. Conditional Offer
   The Offer will be conditional upon the Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with it (including the Relevant Concert Party Group) (whether before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and persons acting in concert with it (including the Relevant Concert Party Group) holding more than 50% of total Shares (excluding any treasury Shares) as at the close of the Offer.
   Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror and the persons acting in concert with it (including the Relevant Concert Party Group) (whether before or during the Offer and pursuant to the Offer or otherwise), will result in the Offeror and persons acting in concert with it (including the Relevant Concert Party Group) holding such number of Shares carrying more than 50% of the voting rights attributable to the issued share capital of

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the Company as the date of such declaration, which excludes for the avoidance of doubt, the treasury Shares.

Further information on the Offer and the terms and conditions upon which the Offer will be made shall be set out in the Offer Document to be issued.

1. NO CHAIN OFFER FOR SLB DEVELOPMENT LTD. ("SLBD")
   Based on publicly available information, the Company owns 708,081,400 issued and paid-up ordinary shares in the share capital of SLBD ("SLBD Shares"), representing approximately 77.56% of issued SLBD Shares.
   The Offer, if it becomes unconditional as to acceptances, will result in the Offeror acquiring statutory control (i.e. more than 50% of total Shares (excluding any treasury Shares)) as at the close of the Offer and consequently, indirectly acquiring effective control of SLBD (through the Company). The Offeror has consulted with the Securities Industry Council of Singapore ("SIC") on the application of the chain offer principle, and the SIC confirmed in its ruling dated 31 May 2021 that the chain principle set out in Note 7 to Rule 14.1 does not apply, in that if the Offeror acquires statutory control of the Company as a result of the Offer, the Offeror shall not be required to make an offer for SLBD. Accordingly, no offer will be made for SLBD in connection with the Offer.
2. INFORMATION ON THE OFFEROR

4.1 Information on the Offeror

The Offeror is an investment holding company incorporated under the laws of Singapore on 15 April 1998. As at the date of this Announcement:

1. the Offeror has an issued and paid-up share capital of S$100,000 comprising 100,000 ordinary shares ("Offeror Shares"), which are held as follows:
2. 1. 40,000 Offeror Shares are held by Mr. Ong Pang Aik, representing 40% of the Offeror Shares in issue;
   2. 36,000 Offeror Shares are held by Ms. Ong Lay Huan, representing 36% of the Offeror Shares in issue;
   3. 12,000 Offeror Shares are held by Ms. Ong Lay Koon, representing 12% of the Offeror Shares in issue; and
   4. 12,000 Offeror Shares are held by Ms. Ong Lee Yap, representing 12% of the Offeror Shares in issue; and
3. the board of directors of the Offeror (the "Offeror Directors") comprises the following individuals:

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1. Mr. Ong Pang Aik BBM (L);
2. Ms. Ong Lay Huan;
3. Ms. Ong Lay Koon;
4. Mr. Ong Phang Hui PBM; and
5. Mr. Ong Phang Hoo PBM,

(the Offeror Directors together with Ms. Ong Lee Yap and OSC Investments Capital Private Limited ("OSCI"), a wholly-owned subsidiary of the Offeror, collectively, the "Relevant Concert Party Group").

5. INFORMATION ON THE COMPANY

1. Based on publicly available information, the Company was incorporated under the laws of Singapore on 25 May 1998 and was listed on the Main Board of the Singapore Exchange Securities Trading Limited (the "SGX-ST") on 15 April 1999.
2. Prior to the making of this Announcement, based on publicly available information:
3. 1. the Company has an issued and paid-up share capital of S$83,666,121.52 comprising 499,689,200 Shares (excluding 30,070,800 Shares held by the Company as treasury shares); and
   2. the directors of the Company are:
   3. 1. Mr. Ong Pang Aik BBM (L) (Chairman and Managing Director);
      2. Ms. Ong Lay Koon (Executive Director);
      3. Ms. Ong Lay Huan (Executive Director);
      4. Mr. Low Beng Tin BBM (L) (Independent Director);
      5. Mr. Ko Chuan Aun (Independent Director);
      6. Mr. Ang Chun Giap PBM (Independent Director); and
      7. Dr. Tan Khee Giap (Independent Director).

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6. RATIONALE FOR THE OFFER

1. Compliance with the Code
   Under Rule 14.1(b) of the Code, where any person who, together with any of its concert parties, holds not less than 30% but not more than 50% of the voting rights and such person, or any of its concert parties, acquires in any period of 6 months additional shares carrying more than 1% of the voting rights, such person must extend a mandatory offer in accordance with Rule 14 of the Code.
   Prior to the Market Acquisition, the Offeror, together with its concert parties, holds approximately 43.55% of the issued Shares (excluding treasury Shares). As mentioned in paragraph 1, the Market Acquisition comprises approximately 1.17% of the issued Shares (excluding treasury Shares) and accordingly, the Offeror has acquired more than 1% of the voting rights attributable to the Shares and is required to make the Offer in compliance with Rule 14.1(b) of the Code.
2. Low Trading Liquidity
   The trading volume of the Shares has been generally low. The average daily trading volume of the Shares during the one (1)-month period, three (3)-month period, six (6)-month period and twelve (12)-month period up to and including 11 June 2021, being the last full trading day prior to the date of this Announcement (the "Last Trading Day") are detailed in the table below.

Period up to and including the Last	One-	Three-	Six-	Twelve-
Trading Day			month	month	month	month
Average	daily	trading	volume	241,529	450,970	537,060	363,562
("ADTV")(1)
ADTV as a percentage of total number	0.05%	0.09%	0.11%	0.07%
of issued Shares

Note:

1. The average daily trading volume is based on data extracted from Bloomberg L.P. and calculated using the total volume of Shares traded divided by the number of market days with respect to the relevant period prior to and including the Last Trading Day. Market day means a day on which the SGX-ST is open for trading of securities.

The Offer represents a unique cash exit opportunity for the Shareholders to realise their entire investment at a premium over the historical market prices of the Shares up to and including the Last Trading Day as stated in paragraph 7 below, an option which may not otherwise be readily available due to the low trading liquidity of the Shares, without incurring brokerage and other trading costs.

7. FINANCIAL EVALUATION OF THE OFFER

The Offer Price represents the following premiums over the historical traded prices of the Shares:

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