VOLUNTARY CONDITIONAL CASH OFFER

by

ASIAN CORPORATE ADVISORS PTE. LTD.

(Company Registration No. 200310232R)

(Incorporated in Singapore)

for and on behalf of

THC VENTURE PTE. LTD.

(Company Registration No. 202205146H)

(Incorporated in Singapore)

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

T T J HOLDINGS LIMITED

(Company Registration No. 199204617M)

(Incorporated in Singapore)

DESPATCH OF NOTIFICATION OF ELECTRONIC DISSEMINATION

OF OFFER DOCUMENT AND RELATED DOCUMENTS (THE "NOTIFICATION")

  1. INTRODUCTION
    Asian Corporate Advisors Pte. Ltd. ("ACA") refers to the announcement released on 20 May 2022, for and on behalf of THC Venture Pte. Ltd. (the "Offeror"), in relation to the voluntary conditional cash offer (the "Offer") to acquire all the issued and paid-up ordinary shares (the "Shares") in the capital of T T J Holdings Limited (the "Company") (excluding Shares held in treasury) as at the date of the Offer (the "Offer Shares") in accordance with Rule 15 of the Singapore Code on Take-overs and Mergers (the "Code").
    Unless otherwise defined, capitalised terms in this announcement ("Despatch of Notification Announcement") shall bear the same meanings as set out in the offer document dated 10 June 2022 (the "Offer Document").
  2. ELECTRONIC DESPATCH OF THE OFFER DOCUMENT
    In line with the public statements issued by the SIC dated 6 May 2020, 29 September 2020 and 29 June 2021 on the despatch of take-over documents under the Code, no printed copies of the Offer Document will be despatched to the Shareholders. Instead, the Offer Document has been despatched electronically to the Shareholders through publication on the websites of the SGX- ST and the Company. The Notification containing instructions on how the Shareholders can locate the Offer Document electronically has been despatched by post to the Shareholders, together with the relevant Acceptance Form(s). Electronic copies of the Offer Document, the Notification and the Acceptance Forms are available on the website of the SGX-ST at https://www.sgx.comand on the website of the Company at http://www.ttj.com.sg.
  3. POSTING OF THE NOTIFICATION
    In connection with the electronic despatch of the Offer Document, a hardcopy of the notification (the "Notification") containing addresses and instructions for the electronic retrieval of the Offer Document and any related documents has been posted to Shareholders together with the following documents:
    1. in the case of a Shareholder whose Offer Shares are deposited with The Central Depository (Pte) Limited ("CDP"), a Form of Acceptance and Authorisation for Offer Shares (the "FAA") and a pre-addressed envelope; and

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  1. in the case of a Shareholder whose Offer Shares are not deposited with CDP ("in scrip form"), a Form of Acceptance and Transfer for the Offer Shares (the "FAT", and together with the FAA, referred to as the "Acceptance Forms") and a pre-addressed envelope.

Electronic copies of the Notification and the Acceptance Forms are also available for download on the website of the SGX-ST at https://www.sgx.comand the website of the Company at http://www.ttj.com.sg.

  1. CLOSING DATE
    Acceptances of the Offer must be received by the close of the Offer at 5:30 p.m. (Singapore Time) on 8 July 2022 or such later date(s) as may be announced from time to time by or on behalf of the Offeror (the "Closing Date").
  2. PROCEDURES FOR ACCEPTANCE
    The procedures for acceptance of the Offer are set out in Appendix B to the Offer Document and in the Acceptance Forms.
    Shareholders who wish to accept the Offer may do so by submitting the FAA in electronic form via the SGX-ST's Investor Portal at https://investors.sgx.com(in respect of individual and Joint- Alt account holders whose shares are deposited with CDP) and/or completing and returning the FAA and/or the FAT (as the case may be) before the Closing Date in accordance with the instructions in the Offer Document and the Acceptance Forms.
  3. REQUEST FOR NOTIFICATION AND RELATED DOCUMENTS
    If you are a Shareholder and do not receive the Notification and the relevant Acceptance Form within a week of the date of this Despatch of Notification Announcement, please contact CDP (if you hold Offer Shares deposited with CDP) or the Registrar (if you hold Offer Shares in scrip form), as the case may be, immediately at the email address, address and/or telephone number set out below, during their operating hours and provide satisfactory evidence that you are a Shareholder:

The Central Depository (Pte) Limited

B.A.C.S. Private Limited

Tel: +65 6535 7511

77 Robinson Road

Email: asksgx@sgx.com

#06-03 Robinson 77

Singapore 068896

7. OVERSEAS JURISDICTIONS AND SHAREHOLDERS

7.1 Overseas Jurisdictions. This Despatch of Notification Announcement, the Offer Announcement, the Offer Document, the Notification, the Acceptance Forms and/or any related documents do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Despatch of Notification Announcement, the Offer Announcement, the Offer Document, the Notification, the Acceptance Forms and/or any related documents in any jurisdiction in contravention of applicable law.

The release, publication or distribution of this Despatch of Notification Announcement, the Offer Announcement, the Offer Document, the Notification, the Acceptance Forms and/or any related documents in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this Despatch of Notification Announcement, the Offer Announcement, the Offer Document, the Notification, the Acceptance Forms and/or any related documents are released, published or distributed should inform themselves about and observe such restrictions.

Copies of this Despatch of Notification Announcement, the Offer Announcement, the Offer Document, the Notification, the Acceptance Forms and/or any related documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the laws

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of that jurisdiction (a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

  1. Overseas Shareholders. The availability of the Offer to Shareholders whose addresses are outside Singapore as shown in the register of members of the Company or in the records of CDP
    (as the case may be) (collectively, the "Overseas Shareholders" and each, an "Overseas Shareholder") may be affected by the laws of the relevant overseas jurisdictions in which they are located, and caution should be exercised in relation to the Offer, as the Offer Document, the Notification, the Acceptance Forms and/or any related documents have not been reviewed by any regulatory authority in any overseas jurisdiction. Accordingly, Overseas Shareholders should inform themselves of and observe any applicable requirements in the relevant overseas jurisdictions. For the avoidance of doubt, the Offer is open to all Shareholders, including those to whom the Notification (containing the address and instructions for the electronic retrieval of the Offer Document and its related documents) and the relevant Acceptance Forms may not be sent.
    It is the responsibility of Overseas Shareholders who wish to (a) request for the Notification (containing the address and instructions for the electronic retrieval of the Offer Document and its related documents), the relevant Acceptance Forms and/or any related documents, and/or (b) accept the Offer to satisfy themselves as to the full observances of the laws of the relevant overseas jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements and the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholders shall be liable for any taxes, imposts, duties or other requisite payments payable and the Offeror, its related corporations, ACA, CDP, the Registrar and/or any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholders for any such taxes, imposts, duties or other requisite payments as the Offeror, its related corporations, ACA, CDP, the Registrar and/or any person acting on their behalf may be required to pay. In (a) requesting for the Notification (containing the address and instructions for the electronic retrieval of the Offer Document and its related documents), the relevant Acceptance Forms and/or any related documents, and/or (b) accepting the Offer, each Overseas Shareholder represents and warrants to the Offeror and ACA that he is in full observance and compliance of the laws of the relevant jurisdiction in that connection and that he is in full compliance with all necessary formalities or legal requirements.
    Any Overseas Shareholder who is in doubt about his position should consult his professional adviser in the relevant jurisdiction.
  2. Copies of the Offer Document and the relevant Acceptance Forms. Where there are any potential restrictions on sending the Offer Document, the Notification and/or the relevant Acceptance Forms to any overseas jurisdiction, the Offeror, ACA, CDP, and the Receiving Agent, each reserves the right not to send these documents to Overseas Shareholders in such overseas jurisdictions.
    Shareholders (including Overseas Shareholders) may (subject to compliance with applicable laws) obtain electronic copies of the Offer Document, the Notification, the Acceptance Forms and/or any related documents from the website of the SGX-ST at https://www.sgx.com. To obtain electronic copies of the Offer Document, the Notification, the Acceptance Forms and/or any related documents, please select the section "Securities", select "Company Information" and then "Company Announcements" from the dropdown menu list and type the name of the Company:

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"T T J Holdings Limited" in the box titled "Filter by Company/Security Name". "T T J Holdings Limited" will appear as a drop-down item below the filter box.

Thereafter, please select the announcement dated 10 June 2022 titled "Voluntary Conditional Cash Offer - Electronic Dissemination of Offer Document". The Offer Document, the Notification, the Acceptance Forms and its related documents can be accessed by clicking on the link under the section titled "Attachments" at the bottom of the announcement.

Overseas Shareholders may, also nonetheless, obtain copies of the Notification, the Acceptance Forms and/or any related documents, during operating hours and up to the Closing Date, from the Offeror through its receiving agent, (a) CDP (if he is a depositor) by submitting a request to CDP where applicable via telephone (+65 6535 7511) during their operating hours or email services (asksgx@sgx.com); or (b) the Share Registrar (if he is a scripholder), at its office located at 77 Robinson Road #06-03 Robinson 77, Singapore 068896.

Alternatively, an Overseas Shareholder may write to the Offeror through CDP (if he is a depositor) at Robinson Road Post Office, P.O. Box 1984, Singapore 903934, or the Registrar (if he is a scripholder) at the address listed above, to request for the Notification, the Acceptance Forms and/or any related documents to be sent to an address in Singapore by ordinary post at such Overseas Shareholder's own risk. Electronic copies of the Offer Document, the Notification, and the Acceptance Forms are also available on the website of the SGX-ST at https://www.sgx.comand on the website of the Company at http://www.ttj.com.sg.

7.4 Notice. The Offeror and ACA each reserves the right to notify any matter, including the fact that the Offer has been made or any revision to the Offer, to any or all of the Shareholders (including Overseas Shareholders) by announcement on the website of the Company at http://www.ttj.com.sgand the website of the SGX-ST at https://www.sgx.comor by paid advertisement in a daily newspaper published and circulated in Singapore, in which case such notice shall be deemed to have been made and communicated to all Shareholders, notwithstanding any failure by any Shareholder (including Overseas Shareholders) to receive or see such announcement or advertisement.

  1. INFORMATION RELATING TO CPFIS AND SRS INVESTORS
    CPFIS Investors and SRS Investors should receive further information on how to accept the Offer from their respective CPF Agent Banks and SRS Agent Banks (as the case may be) directly. CPFIS Investors and SRS Investors are advised to consult their respective CPF Agent Banks and SRS Agent Banks (as the case may be) should they require further information, and if they are in any doubt as to the action they should take, CPFIS Investors and SRS Investors should seek independent professional advice.
    CPFIS Investors and SRS Investors, who wish to accept the Offer, are to reply to their respective CPF Agent Banks and SRS Agent Banks (as the case may be) by the deadline stated in the letter from their respective CPF Agent Banks and SRS Agent Banks (as the case may be), which may be earlier than the Closing Date. Subject to the Offer becoming or being declared to be unconditional in all respects in accordance with its terms, CPFIS Investors and SRS Investors who validly accept the Offer through their appropriate intermediaries will receive the payment for the Offer Price in respect of their Offer Shares validly tendered in acceptance of the Offer, in their respective CPF investment accounts and SRS investment accounts (as the case may be).
  2. INDEPENDENT ADVICE
    ACA is acting for and on behalf of the Offeror in connection with Offer and does not purport to advise the Shareholders or any other person. In preparing the Offer Document and its related documents, on behalf of the Offeror, ACA has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any individual Shareholder.
    The views of the directors of the Company who are considered independent for the purposes of the Offer (the "Independent Directors") and the independent financial adviser to the

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Independent Directors on the Offer will be made available by the Company to Shareholders in the circular to be despatched by the Company within 14 days after the Despatch Date. Shareholders may wish to consider their advice before taking any action in relation to the Offer.

Shareholders are to make their own decision as to whether to tender their Shares in acceptance of the Offer. Shareholders who are in doubt as to the action they should take should seek advice from their relevant financial, legal, tax advisers or other independent financial advisers.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

The sole director of the Offeror (who may have delegated detailed supervision of this Despatch of Notification Announcement) has taken all reasonable care to ensure that the facts stated and all opinions expressed in this Despatch of Notification Announcement are fair and accurate and that there are no material facts that are not contained in this Despatch of Notification Announcement, the omission of which would make any statement in this Despatch of Notification Announcement misleading and accepts responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Company (including without limitation, information relating to the Group), the sole responsibility of the sole director of the Offeror has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Despatch of Notification Announcement.

Issued by

Asian Corporate Advisors Pte. Ltd.

For and on behalf of

THC Venture Pte. Ltd.

10 June 2022

Any enquires relating to this Despatch of Notification Announcement, the Notification or the Offer should be directed during office hours to ACA at 6221 0271.

IMPORTANT NOTICE

All statements other than statements of historical facts included in this Despatch of Notification Announcement are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "aim", "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast", "target" and similar expressions or future or conditional verbs such as "will", "if", "would", "shall", "should", "could", "may" and "might". These statements reflect the Offeror's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward- looking statements. Shareholders and investors should not place undue reliance on such forward- looking statements, and the Offeror does not undertake any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency.

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Disclaimer

TTJ Holdings Limited published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 14:12:04 UTC.