Solis Holdings executes asset realignment: exits Bentley and selected investments, adds S$7.70 million in Singapore-dollar bonds, completes S$4.50 million factory rebuild, discloses Listing Rule breaches

Bulletin Express
07/08

Hong Kong-listed Solis Holdings Ltd. (Solis Holdings, 02227) has announced a series of transactions aimed at streamlining its balance-sheet, rebalancing its investment book and upgrading operating infrastructure. The company also reported past delays in regulatory disclosures and detailed remedial measures.

1. Disposal of non-core motor vehicle • On 1 May 2025 Solis sold a Bentley Continental GT V8, acquired in October 2022 for S$1.00 million, for S$0.70 million (HK$4.30 million), recording an audited gain of S$0.10 million. • Proceeds have been earmarked for general working capital. • The sale met the 5%–25% size test under HKEX Listing Rule 14.07 and was therefore classified as a discloseable transaction.

2. Portfolio rotation – Bond purchases total S$7.70 million Between July and September 2025 the group bought seven SGD-denominated corporate bonds (Issuers: GuocoLand’s GLL IHT, Shangri-La Hotel, Keppel REIT MTN, Hotel Properties, ST Telemedia, ESR Asset Management and Mapletree Treasury). • Aggregate principal: S$7.50 million; aggregate cash consideration: S$7.70 million (≈HK$47.04 million). • Coupon range: 3.05%–5.65% per annum; five tranches are perpetual. • Each purchase met the 5%–25% size threshold, triggering discloseable-transaction classification.

3. Realisation of marketable securities – Proceeds of S$2.92 million Open-market sales during 2025 comprised: • 160,000 GDS Holdings shares for S$1.10 million (HK$6.70 million), generating a gain of S$0.05 million. • Perpetual bond of STT GDC Pte. Ltd. for S$1.07 million, gain S$0.06 million. • S$0.75 million sale of Straits Trading 3.25% bond due 2028, gain S$0.02 million (aggregate with an earlier S$0.74 million sale in April 2025). Proceeds will be directed to working capital and potential new investments. Each disposal falls under discloseable-transaction thresholds.

4. Completion of S$4.50 million factory redevelopment – classified as major transaction An indirect unit, Sing Moh Electrical Engineering Pte. Ltd., awarded IMCS Construction Pte. Ltd. a lump-sum S$4.50 million (HK$27.50 million) contract on 1 April 2024 to demolish and rebuild a four-storey terrace factory with ancillary dormitory. • Construction finished within 15 months; Temporary Occupation Permit issued 17 Jul 2025, Certificate of Statutory Completion on 1 Oct 2025. • The contract exceeded the 25% size test, making it a major transaction. Written approval from shareholders holding 60.33% of shares replaced a general meeting under Rule 14.44. A circular will be dispatched by 29 Jul 2026.

5. Listing Rule non-compliance and corrective actions Management admitted delayed classification of certain bond trades and the construction contract, citing staff oversight and inadequate internal Listing Rule checks. Measures implemented or scheduled include: • Revised internal manual mandating size-test calculations and Board sign-off. • Mandatory Listing Rules training for directors and key staff by 30 Sep 2026. • Annual independent review of internal controls, to be completed by Sep 2026. • Enhanced monthly transaction reporting from Jun 2026. • Closer coordination with external legal advisers on prospective transactions.

Currency conversions use S$1 = HK$6.11 as disclosed.

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