KOON HOLDINGS LIMITED (ASX.KNH)

company deregistered today

delisted at entity's request per Listing Rule 17.12

we understand this company failed and ASX removed the company from listing because its securities have been suspended from quotation for a continuous period of two years

The company will be making an application to ACRA for a further extension of time to hold the company's AGM for FY2020 on or before 31 August 2021 and to file its annual return on or before 30 September 2021.

The company releases the minutes of its EGM.

The company releases the results of its EGM.

The company releases a Proxy Form.

The company releases its CDI Voting Instruction Form.

The company's general meeting will be held via webinar on 5 May 2021 at 10.00 a.m. (Singapore time).

Ernst & Young LLP had on 5 April 2021 received consent from the Accounting and Corporate Regulatory Authority to resign as auditors of the Company and two of its subsidiaries, Koon Construction & Transport Co. Pte Ltd and Entire Engineering Pte Ltd. The Company will seek approval from shareholders to appoint the New Auditors.

ACRA has granted the Company a 2 months extension of time to hold its AGM by 29 June 2021 and to file its annual return by 30 July 2021. If ACRA is unable to comply with the timelines under the approved extensions,the Company may write in for a further extension of time. An application has been made to ACRA for the change of auditors, and the Company is now awaiting for ACRA approval before it may convene an extraordinary general meeting to seek shareholders' approval for the appointment of the new auditors.

The company will be making an application to the Accounting and Corporate Regulatory Authority for an extension of time to hold the Company's AGM for FY2020 on or before 31 August 2021 and to file its annual return on or before 30 September 2021.

The disposal of the company's Malaysian properties was completed as at 2 December 2020 and 22 December 2020 respectively. The transfers of titles are in progress and subject to the discharge of mortgage and lodgement of documentation for the changes of ownership. The total purchase price of the sale is MYR 20,971,593 or approximately SGD 6,884,974. The disposal is required under the terms of the KHL scheme. The company will use the net proceeeds from the disposal in accordance with the terms of the KHL scheme.

The Company is proposing to appoint Mr. Chan Yee Hong, Licensed Insolvency Practitioner, of Nexia TS Risk Advisory Pte Ltd as liquidator for the administration of the member's voluntary winding-up proceedings for (i) RIPL, (ii) PIPL, and (iii) GLPL on or around 6 January 2021. The Company is also proposing to appoint Mr. Chan Yee Hong, Licensed Insolvency Practitioner, of Nexia TS Risk Advisory Pte Ltd as liquidator for the administration of the creditors' voluntary winding-up proceedings for ECPL as at 5 January 2021.

On 17 June 2020, the Company entered into a final settlement with ASL Marine Holdings Ltd, the parent company of various companies in what is known as the ASL Group. KHL shall procure Koon Construction & Transport to sell certain assets to ASL Shipyard for S$170,000.00. The purchase price shall be satisfied by a combination of (i) set-offs of claims by certain ASL Group entities against KCTC; and (ii) payment of a sum of S$79,500.85 to KCTC. KHL shall procure Entire Engineering to sell certain assets to ASPL for S$928,000.00. Approval for the disposal and acquisition of assets between Koon Group and ASL Group under the Deed of Settlement was obtained at the Company's EGM held on 31 August 2020. Completion under the Deed of Settlement is 14 business days after 31 August 2020 or 18 September 2020.

The company releases the Minutes of its EGM 31 August 2020.

The company releases its EGM Slide Presentation.

The company releases its EGM Results.

The company releases a CDP Proxy Form.

The company releases a CDI Voting Instruction Form.

The company releases an Independent Expert Report.

The company will hold a general meeting via webinar on 31 August 2020. The meeting will commence at 2:00 pm (Singapore time).

EPPL, SEPL and BIPL were placed under Creditors' Voluntary Liquidation as at 21 July 2020, and Mr Lin Yueh Hung and Mr Ng Kian Kiat of RSM Corporate Advisory Pte Ltd were appointed as joint and several liquidators of each of these companies.

After further consideration, the company has decided to commence voluntary winding-up proceedings for the Precast Division Companies (Econ Precast Pte. Ltd., Econ Precast Sdn Bhd, Contech Precast Pte Ltd, Bukit Intan Pte Ltd, Sindo-Econ Pte Ltd and PT Sindomas Precas), so as not to jeopardise the ongoing restructuring of the company and the Koon Group.

The disposal of interest in Tesla Holdings was completed on 30 June 2020. Proceeds from the disposal will be utilised in accordance with the terms of the KHL Scheme.

The company releases the minutes of its AGM.

The High Court of the Republic of Singapore has on 23 June 2020 granted the company's and KCTC's applications in OS 410 and OS 411 and sanctioned the KHL Scheme and KCTC Scheme.

The company releases its AGM FY2019 Corporate Presentation.

The company releases the Results of its Annual General Meeting.

The company's AGM will be held by way of electronic means on 17 June 2020 at 2.00 p.m.

The company releases an important notice to shareholders regarding the company's AGM.

The company releases an Appendix 4G.

The company lodges its Annual Report 2019.

The Court has again, on its own motion, adjourned the hearings for OS 410 and OS 411 to 23 June 2020, 5 pm, at Chamber 3C of the Singapore High Court. The Court has again, on its own motion, adjourned the hearings for OS 410 and OS 411 to 23 On 6 May 2020, the Court ordered that the Moratorium Orders be further extended to 30 June 2020 or further order of court.June 2020, 5 pm, at Chamber 3C of the Singapore High Court.

The Court has, on its own motion, adjourned the hearings for OS 410 and OS 411 to 18 June 2020, 5 pm, at Chamber 3C of the Singapore High Court. On 28 April 2020, the Court ordered that the Moratorium Orders be further extended until 25 June 2020 or further order of court.

The Company and KCTC had on 18 April 2020 applied in HC/OS 410/2020 and HC/OS 411/2020 respectively to Court for the KHL and KCTC Schemes to be approved and sanctioned by the Court so as to be binding upon the Company, CTC, and their respective Scheme Creditors. The Court has fixed the hearings for OS 410 and OS 411 on 13 May 2020, 5 pm, at Chamber 3 of the Singapore High Court. Due to the evolving nature of the COVID-19 situation and the measures implemented by the Sngapore government to manage this situation, the Court will only provide directions for cheme Creditors to attend the hearings for OS 410 and OS 411 in due course. Any Scheme Creditor who wishes to take a position on, or attend the hearings of, OS 410 and/or OS 411 should inform the Company and KCTC's legal advisor, Tan Kok Quan Partnership. As previously announced, the Court had on 3 January 2020 ordered that some proceedings or acts may not be proceeded with against the Company and KCTC until after 30 April 2020. On 20 April 2020, the Court ordered that the Moratorium Orders be extended until 18 May 2020.

After careful consideration and with the benefit of advice, KHL and KCTC decided to accede to the ASL Group's request to set-off the existing mutual claims between the ASL Group and the Koon Group. The settlement deed was entered into on 13 April 2020. The company and KCTC thank their creditors for their support. The company and KCTC will in April 2020 apply to obtain the Court's sanction pursuant to the Companies Act and will update creditors accordingly thereafter.

On 9 April 2020, the Panel received an application from Aurora Funds Management Limited as responsible entity for Aurora Dividend Income Trust, HHY Fund and Aurora Fortitude Absolute Return Funds seeking a review of the Panel's decision to make a declaration of unacceptable circumstances and orders in relation to the affairs of Keybridge Capital Limited. The Acting President has made interim orders staying the initial Panel's orders that granted any person that had accepted into the bid made by Aurora Funds Management Limited as responsible entity for Aurora Dividend Income Trust the right to withdraw that acceptance. However, during the period of the stay, any accepting shareholder may still notify ADIT of its intention to exercise a withdrawal right and give voting directions for any meeting of Keybridge. The interim orders have effect until the earliest of further order of the review Panel or Acting President, the determination of the review proceedings or 2 months from the date of the interim orders. A meeting of Keybridge is scheduled for Friday, 17 April 2020.

The Board wishes to highlight certain material adjustments and reclassifications to the Unaudited Financial Statements following the finalisation of the audit and issuance of the auditor's report dated 31 March 2020 by the Company's external auditor, Ernst & Young LLP, and the related audited financial statements. With regard to the Audited Financial Statements, shareholders are advised to read both in conjunction with the Independent Auditors' Report.

ACRA will automatically grant an extension of 60 days for all companies whose Annual General Meetings are due during the period 16 April 2020 to 31 July 2020, and issuers need not apply to ACRA for this extension. The annual return filing due dates for the period 1 May 2020 to 31 August 2020 for all listed companies will also be extended for 60 days automatically. As the Company's financial year end is 31 December 2019, it is required to hold its AGM by 30 April 2020 and would fall under the Extension. The expected date of the AGM will be on or before 29 June 2020.

The group's independent auditor, Ernst and Young LLP, has issued a disclaimer of opinion and indicated the existence of material uncertainties related to going concern on the financial statements for the financial year ended 31 December 2019.

The company lodges its Annual financial statements 31 December 2019.

The adjourned KHL Scheme Meeting was held at 3 p.m. on 27 March 2020, at the offices of the Company's solicitors, Tan Kok Quan Partnership, 1 Wallich St, #07-02 Guoco Tower, Singapore 078881. At the adjourned KHL Scheme Meeting, the KHL Scheme was approved by a majority in number holding more than three-fourths in value of the creditors present and voting.

The company lodges its Appendix 4E and full year financial statements.

The KHL Scheme Meeting was held at 2 p.m. on 25 February 2020, and the KCTC Scheme Meeting was held at 4 p.m. on the same day, at The Chevrons, Hibiscus Room, Level 1, 48 Boon Lay Way, Singapore 609961. Before the commencement of the KHL Scheme Meeting, a major creditor requested that the KHL Scheme Meeting be adjourned as it would like to be provided with more information before committing to its vote. The proposed adjournment was put to the creditors present and voting, and the KHL Scheme Meeting was adjourned to a later date to be determined. At the subsequent KCTC Scheme Meeting, the KCTC Scheme was approved by a majority in number and value of the creditors present and voting.

The board has announced that the High Court of the Republic of Singapore has on 3 January 2020 granted the Scheme Applications by the Company and KCTC. Notice is given that: the KHL Scheme Meeting will be held at The Chevrons, Hibiscus Room, Level 1, 48 Boon Lay Way, Singapore 609961 on 25 February 2020 at 2.00 p.m.; and the KCTC Scheme Meeting will be held at The Chevrons, Hibiscus Room, Level 1, 48 Boon Lay Way, Singapore 609961 on 25 February 2020 at 4.00 p.m.

The High Court has issued directions in respect of the scheme applications. The hearing of the scheme applications is currently fixed to be heard on 3 January 2020 at 10am in the High Court.

The company and KCTC have on 13 December 2019 filed their applications to the court for orders that: the company be at liberty to convene a meeting of its creditors and/or any class of them within 3 months from the date of the court order for the purpose of considering, and if thought fit, approving, with or without modification, a scheme of arrangement proposed to be made between the company and its creditors; KCTC be at liberty to convene a meeting of its creditors and/or any class of them within 3 months from the date of the court order for the purpose of considering, and if thought fit, approving, with or without modification, a scheme of arrangement proposed to be made between KCTC and its creditors. The hearings of the scheme applications are currently fixed to be heard on 3 January 2020.

KCTC and POC have on 9 December 2019 entered into a termination agreement to terminate the JVA on the terms therein.

The company has entered into a consultancy agreement with Viva Corporate Advisory for the provision of advisory services and assistance to the company to manage its restructuring and realignment exercise. The agreement will expire on 31 July 2020 or on termination or completion of the exercise, whichever is earlier.

As directed by the High Court of the Republic of Singapore, the company has filed a supplementary affidavit. After this was filed, JTC Corporation confirmed that they support KCTC's continued performance of the on-going project with it.

The High Court of the Republic of Singapore has on 7 November 2019 granted the applications for both the company and KCTC and made the following orders: from 7 November 2019 to 28 February 2020: no resolution shall be passed for the winding up of the company or KCTC; no appointment shall be made of a receiver or manager over any property or undertaking of the compnay or KCTC; no proceedings shall be commenced or continued against the company or KCTC except with the leave of the court and subject to such items as the court imposes; no execution, distress or other legal process shall be commenced, continued or levied against any property of the company or KCTC except with the leave of the court and subject to such terms as the court imposes; no steps to enforce any security over any property of the company or KCTC, or to repossess any goods held by the company or KCTC under any chattels leasing agreement, hire-purchase agreement or retention of title agreement, shall be taken or continued, except with the leave of the court and subject to such terms as the court imposes; and no enforcement of any right of re-entry or forfeiture under any lease in respect of any premises occupied by the company or KCTC shall be commenced or continued, except with the leave of the court and subject to such terms as the court imposes. The costs of and incidental to the applications be paid by the company or KCTC out of their respective assets. The compnay, KCTC and any creditor of the company or KCTC have liberty to apply. The court also gave the following directions: the court and KCTC are to file a supplementary affidavit by 21 November 2019 and extend a copy of the same to any of their creditors on request; the company and KCTC are to file their respective applications by 12 December 2019; assuming that the scheme applications are filed by 12 December 2019, the company and KCTC are to attend a pre-trial conference for the scheme applications on 16 December 2019 at a time and venue to be fixed, and inform their creditors of the same; and the hearing of the scheme applications shall be at 10 am on 3 January 2020 at a venue to be fixed.

Following the pre-trial conference held on 15 October 2019, the Court has fixed the applications for both the company and KCTC to be heard at 10 am on 7 November 2019.

The company and its subsidiary, Koon Construction & Transport, had on 8 October 2019 filed applications with the High Court of the Republic of Singapore to obtain an order that no legal action or proceedings against the applicants be commenced or continued against the applicants for a period of 90 days from the date of the order to be granted, except by leave of the Court and subject to such terms as the Court may impose. The applicants intend to propose and implement a scheme of arrangement with their creditors, details of which are targeted to be finalised during the 90-day period of the moratorium.

The company provides clarification on its 2 September 2019 announcement in relation to the disclaimer of conclusion on the interim financial information for the six months ended 30 June 2019; and the article published in the 2 September 2019 edition of The Business Times titled "Koon Holdings auditor flags going concern issue". The Board wishes to clarify that the scope of the auditor's review of the IFI was conducted in accordance with the Singapore Standard on Review Engagements 2410. Pursuant to such review, the auditor does not express an audit opinion on the IFI. The disclaimer of conclusion was given on the basis that the auditor was not able to obtain sufficient information to complete its assessment on the appropriateness of the use of going concern assumption in the preparation of the interim financial information. Consequently, the auditor was unable to determine whether any adjustment was required in respect of the IFI.

The group's auditor, Ernst and Young LLP, has issued a disclaimer of conclusion and indicated the existence of a material uncertainty related to going concern on the interim financial information for the six months ended 30 June 2019.

The company lodges its Interim Financial Report - 30 June 2019.

The company lodges its Appendix 4D - Half Year 30 June 2019.

The company requests that trading in its securities remain suspended as it is in the process of assessing the ability of its main subsidiary, Koon Construction & Transport, to continue its operations on a going concern bsais and the consequences that may have for the company itself. The suspension is expected to continue over the course of September 2019 and until the company has made a determination in relation to the above.

The securities of Koon Holdings Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of KNH, pending the release of an announcement regarding the financial condition of KNH.

we understand that on or about this date the company made an in specie distribution of 65 shares in GPS Alliance Holdings Limited for every 1000 shares in the company

the suspension of trading in the securities of Koon Holdings Limited will be lifted immediately, following lodgement of their Annual Report for the period ended 31 December 2009

securities suspended from quotation following failure to lodge financial statements