Statement By Sunpower Business Group Pte Ltd And Tournan Trading Pte Ltd
In relation to loan agreements with america 2030 capital limited
By: SunpowerBusinessGroupPteLtd; TournanTradingPteLtd
Singapore, 30 November 2018 – It has come to the attention of Sunpower Business Group Pte Ltd ("SBG") and Tournan Trading Pte Ltd ("Tournan") that certain inaccurate statements have been published by America 2030 Capital Limited ("America 2030") concerning the loan agreements entered into between SBG, Tournan and America 2030 (the "Loan Agreements"). SBG and Tournan release the following statement to set the record straight and to correct any misperceptions.
America 2030 agreed to provide SBG and Tournan a loan (the "Loan") upon SBG and Tournan delivering, as collateral to America 2030, their holding of 14 million shares each (the "Shares") in a Singapore Mainboard Public Company (the "Company"). The Shares were delivered as agreed to America 2030, and receipt of the Shares was duly confirmed by America 2030's depository broker. Although all conditions precedent for the disbursement of the Loan were fulfilled, America 2030 has repeatedly refused to disburse the Loan, and SBG and Tournan have never received any monies to date. SBG and Tournan have at all times complied with all of their obligations under the Loan Agreements.
Notwithstanding the above, SBG and Tournan discovered that the Shares had been transferred out of the depository broker account without the authority of, consent by and/or notice to SBG and Tournan. SBG and Tournan have been advised by legal counsel that there is no legal or proper basis for America 2030 to deal in the Shares in this manner. SBG and Tournan have also been advised that they remain the beneficial owner of all of the Shares.
In addition, America 2030 unexpectedly issued default notices to SBG and Tournan demanding that, as a result of a decline in the price of the Company's shares, SBG and Tournan pay a break-up fee to terminate the Loan Agreements before America 2030 would return the Shares. This is despite America 2030 having not disbursed any monies to Tournan and SBG under the Loan to date. SBG and Tournan view these demands as wholly unreasonable, unjustifiable, and clearly inequitable.
To prevent any misinformation and/or confusion in the market, a trading halt was called on the Singapore Exchange (SGX) on all of the Company's shares. SBG and Tournan successfully obtained an injunction from the High Court of the Republic of Singapore restraining America 2030, its officers, employees, nominees, agents and/or depository brokers from selling, forfeiting, transferring and/or otherwise dealing in the Shares or any proceeds therefrom. Pursuant to statutory reporting obligations, the Company also released an announcement that set out the reasons for the trading halt.
SBG and Tournan have engaged legal advisors and commenced legal proceedings in the High Court of the Republic of Singapore. SBG and Tournan reserve all their legal rights in this matter and will be taking all the necessary actions to preserve their assets and reputations.
About Sunpower Business Group Pte Ltd and Tournan Trading Pte Ltd
SBG and Tournan are, respectively, the investment holding companies of the Executive Chairman and Executive Director of a Mainboard Public Company listed on the Singapore Exchange (SGX). Through SBG, Tournan and other investment companies, they own a 37.38% stake in the Company.
The Executive Chairman is a recent winner of the Ernst & Young Entrepreneur of the Year Award China. Prior to founding the Company in 1997, he was in research and academia, having been a professor and director in various research and educational institutions in China including Tsinghua University EMBA Alumni Entrepreneur Mentor in 2017. He has also received awards and honours from the Ministry of Education of the PRC, China Petroleum and Chemical Industry Federation, State Council of the PRC and the Ministry of Science and Technology of the PRC.
The Executive Director is responsible for the management of the financial affairs and external investment of the Company. He obtained his Master's Degree in Engineering Management from the University of Shanghai for Science and Technology in 2007.
Please direct all queries to TSMP Law Corporation, Singapore legal counsel for SBG and Tournan.
Phone: (65) 6216 9975
Phone: (65) 6216 9039