Mega Wisdom Global Limited (巨智環球有限公司) - Consent Solicitaiton - Results

General Announcement: Results of Adjourned Meeting and Settlement

01 AUGUST 2023

Full announcement including disclaimers and offer restrictions available via SGX

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Announcement of the Results of the Meeting and the Notice of Adjourned Meeting

17 JULY 2023

Full announcement including disclaimers and offer restrictions available via SGX

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Announcement of the Results of the Meeting and Launch of a new Consent Solicitation by

Mega Wisdom Global Limited (巨智環球有限公司)

(incorporated with limited liability under the laws of the British Virgin Islands)

(the “Issuer”)

relating to the outstanding 6.25 per cent. Guaranteed Notes due 2023 (ISIN: XS2342977324)

(the “Notes”)

guaranteed by

Fortune Joy Ventures Limited (瑞喜創投有限公司)

(incorporated with limited liability under the laws of the British Virgin Islands)

(“Fortune Joy”)

and

Sino-Ocean Capital Holding Limited (遠洋資本控股有限公司)

(incorporated with limited liability under the laws of Hong Kong)

(“Sino-Ocean Capital Holding”, and together with Fortune Joy, the “Guarantors” and each a “Guarantor”)

23 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SGX

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"RESULTS OF THE MEETING OF NOTEHOLDERS HELD ON 21 JUNE 2023

Reference is made to the consent solicitation memorandum dated 26 May 2023, the notice of meeting dated 26 May 2023 in relation to the Notes, and the announcement dated 26 May 2023 and the announcement dated 14 June 2023 made on the SGX-ST in relation to the consent solicitation announced on 26 May 2023.

The Issuer hereby announces that the quorum was not present at the meeting of Noteholders held 21 June 2023 in relation to the consent solicitation announced on 26 May 2023 and such meeting was therefore dissolved.

LAUNCH OF A NEW CONSENT SOLICITATION

The Issuer hereby announces that it is conducting a new consent solicitation to invite the Eligible Noteholders to consent to certain amendments and waivers relating to the Notes as set out in the consent solicitation memorandum dated 23 June 2023 (the “Consent Solicitation Memorandum”) and as proposed by the Issuer for approval by an extraordinary resolution of the Noteholders (the “Consent Solicitation”).

Capitalised terms used but not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum and/or the Notice of Meeting (as defined below).

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"Background

Since early 2022, the Group experienced liquidity pressure due to adverse market conditions, which resulted in reduced operating cash inflow and limited access to external capital to refinance its existing indebtedness. The Group has been in active discussions with its creditors to address these challenges and has been striving to mitigate the impact from such adverse market conditions; however, despite these efforts to enhance its liquidity position, there are uncertainties over debt refinancing and challenging operating and funding conditions and the Group’s liquidity pressure persists.

Under such liquidity pressure, the Group foresees difficulties in repaying the principal of the Notes on or before 29 June 2023 (being the last day of the seven-day grace period for payment of principal on the Notes) and paying the accrued and unpaid interest on the Notes for the interest period from and including 22 December 2022 to but excluding 22 June 2023 on or before 6 July 2023 (being the last day of the 14-day grace period for payment of interest on the Notes). As a result, Events of Default under the Notes will occur upon such nonpayment of principal on or before 29 June 2023 and non-payment of interest due on or before 6 July 2023, which may also trigger cross-default provisions under the Issuer’s and the Guarantors’ other existing indebtedness. The Issuer is therefore soliciting consent from the Noteholders, by way of an Extraordinary Resolution, in respect of the Proposed Amendments and Waivers, which include but are not limited to specific waivers of any Events of Default as a result of such non-payment of principal and/or interest. If the Extraordinary Resolution is passed and implemented, the Proposed Amendments and Waivers will become effective on the Amendment Effective Date, which is expected to be a date after the occurrence of such nonpayment

Events of Default.

If the Extraordinary Resolution is passed and implemented, it will allow the Group to improve financial profile and liquidity position. If the approval of the Requisite Majority is not obtained at the Meeting or any adjourned Meeting, and as a result the Issuer is not able to implement the Extraordinary Resolution, the Issuer and the Guarantors may have to enter into immediate corporate restructuring. In such an event, Noteholders may lose all or a substantial portion of their investments in the Notes.

In the case that a quorum is not present within 15 minutes after the time initially fixed for the Meeting or in the event the Extraordinary Resolution is passed but the Eligibility Condition not satisfied, the Meeting shall (unless the Issuer, the Guarantors and the Trustee otherwise agree) be adjourned. Noteholders should refer to the Consent Solicitation Memorandum for further details, including the quorum and Requisite Majority for such adjourned Meeting which are different from the first Meeting."

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To Eligible Noteholders of the outstanding 6.25 per cent. Secured Guaranteed Notes due 2023 (ISIN: XS2342977324)

26 MAY 2023

Full announcement including disclaimers and offer restrictions available via SGX

"Overview

The Issuer has today published a notice of meeting (the “Notice of Meeting”) to solicit the Noteholders to consider and, if thought fit, approve to pass the Extraordinary Resolution, at a meeting of the Noteholders (the “Meeting”), which will provide for certain amendments and waivers in relation to the Notes, as more fully described in the Consent Solicitation Memorandum and the Notice of Meeting and available, subject to eligibility confirmation and registration, on the Consent Website: https://projects.morrowsodali.com/sinooceancapital.

Background

Since early 2022, the Group experienced liquidity pressure due to adverse market conditions, which resulted in reduced operating cash inflow and limited access to external capital to refinance its existing indebtedness. The Group has been in active discussions with its creditors to address these challenges and has been striving to mitigate the impact from such adverse market conditions; however, despite these efforts to enhance its liquidity position, there are uncertainties over debt refinancing and challenging operating and funding conditions and the Group’s liquidity pressure persists.

The Issuer is therefore soliciting consent from the Noteholders, to the Proposed Amendments and Waivers pursuant to the Consent Solicitation and the Extraordinary Resolution. If the Extraordinary Resolution is implemented, it will allow the Group to improve financial profile and liquidity position.

Alternatively, if the approval of the Requisite Majority is not obtained and as a result the Issuer is not able to implement the Extraordinary Resolution, an Event of Default under the Notes is likely to occur upon their maturity on 29 June 2023 (being the last day of the seven-day grace period for payment of principal on the Notes), cross-acceleration provisions under the Issuer’s and the Guarantors’ other existing indebtedness may be triggered and the Issuer and the Guarantors may have to enter into immediate corporate restructuring. In such an event, Noteholders will only retain their current position as unsecured creditors of the Issuer and the Guarantors and their claims will rank behind those of secured creditors.

Proposed Amendments and Waivers

The purpose of the Consent Solicitation is to solicit consent from the Noteholders to:

(a) approve the proposed amendments as set out in the Amendment Documentation and the Extraordinary Resolution (including the amendments to the Terms and Conditions and the Trust Deed as set out in “Annex 1 – Proposed Terms and Conditions of the Notes” and “Annex 2 – Proposed Amended and Restated Trust Deed” to the Notice of Meeting, together with the other) (the “Proposed Amendments”), including but not limited to:

(i) extending the maturity date of the Notes from 22 June 2023 to 22 June 2029;

(ii) paying the accrued but unpaid interest on the Notes for the interest period from and including 22

December 2022 to but excluding 22 June 2023 in cash on 22 June 2025;

(iii) changing interest payment frequency from semi-annual to annual and the rate of interest from 6.25 per cent. per annum to 5 per cent. per annum for the interest periods from and including 22 June 2023;

(iv) including an option for the Issuer to elect to pay PIK Interest at 6 per cent. per annum in lieu of paying cash interest for the interest periods from and including 22 June 2023 to but excluding 22 June 2028;

(v) including provisions that not less than five per cent. and 15 per cent., respectively, of the aggregate principal amount of the Notes outstanding on the Amendment Effective Date shall have been redeemed or purchased and cancelled by or before 22 June 2027 and 22 June 2028, respectively; and

(vi) including a Notes purchase/redemption undertaking and an option of the Issuer to redeem the Notes in whole or in part at par with 15 to 30 days’ notice; and

(vii) removing Condition 3(a) (Negative Pledge), the obligation to provide financial statements and annual compliance certificates under Condition 3(c) (Financial statements and Compliance Certificate) and Condition 3(e) (No prior redemption of Perpetual Securities);

(viii) amending the definition of “Extraordinary Resolution” in Schedule 4 (Provisions for Meetings of Noteholders) to the Trust Deed to “a resolution passed (a) at a Meeting duly convened and held in accordance with the Trust Deed by a majority of more than half of votes cast relating to a matter other than Reserved Matters or by a majority of at least three quarters of the votes cast relating to a Reserved Matter; (b) as a Written Resolution; or (c) by an Electronic Consent”;

(ix) amending certain Events of Default, including (A) extending the grace periods for payment of interest from14 days to 45 days and for payment principal from seven days to 30 days under Condition 8(a) (Non-payment); (B) extending the grace period from 30 days to 60 days under Condition 8(b) (Breach of other obligations); (C) removing Condition 8(c) (Cross-acceleration of Issuer, Guarantors or Subsidiary); (D) increasing the monetary threshold from U.S.$25,000,000 to U.S.$50,000,000 under Condition 8(d) (Unsatisfied judgment); and (E) extending the grace periods from 45 days to 60 days under Condition 8(d) (Unsatisfied judgment)

and Condition 8(e) (Security enforced); and

(x) decreasing the percentage threshold for the definitions of “Written Resolution” and “Electronic Consent” in Schedule 4 (Provisions for Meetings of Noteholders) to the Trust Deed from 90 per cent. to 75 per cent.;

(b) irrevocably waive any default, event of default or potential event of default under, or breach or alleged breach of any of the Terms and Conditions, the Notes, the Guarantee, the Trust Deed or the Agency Agreement that may have occurred or may occur in connection with or resulting directly or indirectly from the Proposed Amendments, and any default, event of default or potential event of default under, or breach or alleged breach of any of the Terms and Conditions, the Notes, the Guarantee, the Trust Deed, the Agency Agreement or the Amendment Documentation that may have occurred or may be continuing as at the date of the Amendment Effective Date, whether or not specifically described in the Consent Solicitation Memorandum or the Notice of Meeting, together with other waivers as set out in the Extraordinary Resolution, (the “Proposed Waivers” and together with the “Proposed Amendments”, the “Proposed Amendments and Waivers”); and

(c) authorise and instruct the Trustee and the Agents to enter into the Amendment Documentation on the Amendment Effective Date.

Noteholders should refer to the Notice of Meeting for full details of the Extraordinary Resolution and the Proposed Amendments and Waivers.

The Proposed Amendments and Waivers will be effective on the Amendment Effective Date and are subject to

the passing of the Extraordinary Resolution and the satisfaction of the Eligibility Condition."

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