Asset Acquisitions And Disposals: : Proposed Acquisition Of The Vessel M/V Uni Horizon From Victoria Bulkship S.A.

Company Registration No: 201701284Z Incorporated in the Republic of Singapore

The Board of Directors (the "Board") of Uni-Asia Group Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce the following.

1. INTRODUCTION

   The Company wishes to announce that Charm Bulkship S.A. (the "Horizon JVCo"), a special purpose vehicle in which the Company holds a 70.2% shareholding interest, has entered into a conditional memorandum of agreement (the "Horizon MOA") on 20 June 2025 with Victoria Bulkship S.A. ("Victoria") for the acquisition of the vessel M/V Uni Horizon (the "Horizon Vessel") from Victoria, for a purchase consideration of US$20.33 million (the "Horizon Purchase Consideration", and such acquisition, the "Horizon Proposed Acquisition").

2. DETAILS OF THE HORIZON PROPOSED ACQUISITION
   1. Background

      Victoria, which has 18% of its shareholding owned by the Group, and 82% of its shareholding owned by Yamasa Co., Ltd. ("Yamasa"), the Company's controlling shareholder1, currently holds the Horizon Vessel. On 28 June 2018, the Horizon Vessel was sold to and chartered back from Yamasa (the "2018 Horizon Owner"), through a bareboat charter arrangement (the "2018 Horizon BBC"). Under the terms of the 2018 Horizon BBC, Victoria holds a purchase option in respect of the Horizon Vessel. Victoria intends to exercise the purchase option on or after 28 June 2025, with completion of the purchase to take place thereafter (the "Horizon Purchase Option Completion"). The date of completion of the Horizon Proposed Acquisition (the "Horizon Completion", and such date the "Horizon Completion Date") is currently envisaged to be on or around the date of the Horizon Purchase Option Completion. Victoria will no longer have a contractual relationship with the 2018 Horizon Owner after the date of the Horizon Purchase Option Completion.

      ‌1A person who holds directly or indirectly 15% or more of the total voting rights in an SGX-ST-listed company, as defined in the Listing Manual.

   2. The Horizon JVCo

      On 19 May 2025, the Company, through its indirect wholly-owned subsidiary Uni-Asia Shipping Limited ("Uni-Asia Shipping"), which is 100% owned by Uni-Asia Holdings Limited ("Uni-Asia Holdings"), a wholly-owned subsidiary of the Company, formed a special purpose vehicle with Sea Trade and Transport Ltd. (the "Horizon Co-Investor 1") and Junkou Tsushou Co., Ltd. (the "Horizon Co-Investor 2"). Each of the Horizon Co-Investor 1 and the Horizon Co-Investor 2 is an unrelated third-party co-investor. The Company, through Uni-Asia Shipping, holds a shareholding interest of 70.2%, and the Horizon Co-Investor 1 and the Horizon Co-Investor 2 hold shareholding interests of 16.4% and 13.4% respectively, in the Horizon JVCo. The Horizon JVCo has an issued share capital of US$446,600, with US$313,350 being contributed by the Company, US$73,250 being contributed by the Horizon Co-Investor 1 and US$60,000 being contributed by the Horizon Co-Investor 2 (collectively, the "Initial Equity Contribution"). The intention is for the Horizon JVCo to acquire the Horizon Vessel from Victoria.

      The aggregate value of the consideration which will be paid for the Company's indirect shareholding interest in the Horizon JVCo is US$313,350, which is the consideration given for 70.2% of the shareholding interest in the Horizon JVCo. The Initial Equity Contribution and shareholder loans by the Company and the Horizon Co-Investor 1 and the Horizon Co-Investor 2 will be used to fund 40% (US$8.13 million) of the Horizon Purchase Consideration on a pro-rata basis, in proportion to their respective shareholding interests in Horizon JVCo of 70.2%, 16.4% and 13.4%, respectively. US$0.80 million will be used for the operating expenses of the Horizon JVCo, which has been determined based on the operating expenses budget and data obtained from the Group's operational experience with similar entities. The net asset value represented by 100% of the shares of the Horizon JVCo is US$446,600.

   3. Overview of the Horizon Proposed Acquisition

      On 20 June 2025, the Horizon JVCo entered into the Horizon MOA with Victoria for the sale and purchase of the Horizon Vessel, with the Horizon JVCo as the purchaser (the "Horizon Purchaser"), and Victoria as the seller (the "Horizon Seller"), for a total consideration of US$20.33 million, payable in accordance with the terms of the Horizon MOA. Please refer to paragraph 2.6 for the key terms of the Horizon MOA. The Horizon Purchase Consideration is derived from the current market value of the Horizon Vessel. Please refer to paragraph 2.5 for further information on the current market value of the Horizon Vessel.

   4. The Horizon Vessel

      The Horizon Vessel is a 36,861 deadweight tonnage ("DWT") bulk carrier (based on the capacity plan by the shipyard) with IMO Number 9811517, sailing under the flag of Hong Kong. It was built in June 2018 by Oshima Shipbuilding Co., Ltd. and was operational and chartered out upon being built. The Horizon Vessel is equipped with an electronically controlled eco-type engine and features a low friction hull coating to reduce fuel consumption, thereby having a lower fuel consumption as compared to the standard Handysize vessel. The Horizon Vessel's specifications are in line with the Group's strategy to purchase vessels with more environmentally friendly specifications.

      In the ordinary course of business, the Horizon Vessel is chartered out to unrelated third parties. Following the Horizon Completion, it is intended for the Horizon Vessel to be chartered to

      different third-party charterers. The Horizon Vessel had been operating profitably since the start of its operations in 2018.

   5. Valuation

      The Company has commissioned an independent ship valuer, Exeno Yamamizu Corporation (the "Valuer"), to value the Horizon Vessel.

      The Valuer provides ship and marine transportation related services, including valuations through its sale and purchase department. The sale and purchase department was set up since 2003 and acts as ship valuers for shipowners, banks, leasing companies and legal professionals. Notably, a separate but affiliated group company of the Valuer, Yamamizu Shipping Co., Ltd., is the sole Japanese firm contributing maritime market information as a panellist to the Baltic Exchange, which is a leading global maritime market information provider.

      Based on the valuation report issued by the Valuer, appended at Appendix A of this Announcement (the "Valuation Report"), the Horizon Vessel has an open market value between US$19.25 million and US$21.25 million as at 28 March 2025.

      The Valuer has used the market approach basis, and on the basis of cash on delivery with the Horizon Vessel being free from charter commitments, to appraise the Horizon Vessel. On this basis, the Valuer has determined that the Horizon Vessel is valued between US$19.25 million and US$21.25 million.

      The Horizon Purchase Consideration of US$20.33 million was arrived at after negotiations on an arm's length and willing buyer-willing seller basis and is based on the valuation carried out by the Valuer. Please refer to Appendix A of this Announcement for further information on the Valuation Report.

   6. Key Terms of the Horizon MOA

      The Horizon MOA contains customary provisions relating to the Horizon Proposed Acquisition, including representations and warranties, covenants which are customary of transactions of a similar nature, including limitations of the Horizon Purchaser's and the Horizon Seller's liabilities and other commercial terms, including the following:

      1. the Company having obtained the approval of the Company's shareholders (the "Shareholders") for the Horizon Proposed Acquisition;

      2. the Horizon Seller providing the Horizon Purchaser with the following documents at the time of delivery of the Horizon Vessel:

         1. the bill of sale to be delivered in accordance with the Horizon MOA, specifying that the Horizon Vessel is free from all debts, encumbrances, mortgages and maritime liens; and

         2. such other documents as may be mutually agreed;

      3. the Horizon Purchaser and the Horizon Seller executing and exchanging a protocol of delivery and acceptance of the Horizon Vessel in accordance with the Horizon MOA, thereby confirming the date and time of delivery of the Horizon Vessel; and

      4. the Horizon Purchase Consideration to be payable in cash by the Horizon JVCo to Victoria. An initial deposit of 10% of the Horizon Purchase Consideration is to be paid to Victoria within seven Banking Days (as defined in the Horizon MOA) of the date of receipt of Shareholders' approval for the Horizon Proposed Acquisition, and the remaining 90% of the Horizon Purchase Consideration is to be paid on or before the date for the delivery of the Horizon Vessel from the Horizon Seller to the Horizon Purchaser, as stated in the Horizon MOA.

   7. Method of Financing

      The Horizon Purchase Consideration will be funded by equity, shareholder loans and debt, with the initial equity being contributed by the Company, the Horizon Co-Investor 1 and the Horizon Co-Investor 2 in proportion of their respective shareholding interests of 70,2%, 16.4% and 13.4% in the Horizon JVCo. The Horizon JVCo has an issued share capital of US$446,600, with US$313,350 being contributed by the Company, US$73,250 being contributed by the Horizon Co-Investor 1 and US$60,000 being contributed by the Horizon Co-Investor 2.

      In addition, the Company, the Horizon Co-Investor 1 and the Horizon Co-Investor 2 will provide shareholder loans to the Horizon JVCo for an aggregate amount of US$8,485,400, in proportion of their respective shareholding interests of 70.2%, 16.4% and 13.4% in the Horizon JVCo. The loan amount extended by the Company, the Horizon Co-Investor 1 and the Horizon Co-Investor 2 to the Horizon JVCo is US$5,953,650, US$1,391,750 and US$1,140,000, respectively.

      The Initial Equity Contribution and shareholder loans by the Company and the Horizon Co-Investor 1 and the Horizon Co-Investor 2 will be used to fund 40% (US$8.13 million) of the Horizon Purchase Consideration on a pro-rata basis, in proportion to their respective shareholding interests in Horizon JVCo of 70.2%, 16.4% and 13.4%, respectively. US$0.80 million will be used for the operating expenses of the Horizon JVCo, which has been determined based on the operating expenses budget and data obtained from the Group's operational experience with similar entities. The remaining 60% (US$12.20 million) of the Horizon Purchase Consideration will be financed through a sale and leaseback arrangement (the "Horizon Proposed Financing Arrangement") with two wholly owned subsidiaries of the Horizon Co-Investor 2, namely Kousei Co., Ltd. and Sei Maritime Co., Ltd. (together, the "Horizon Financiers"). The Horizon Financiers solely engage in vessel owning and leasing (chartering) business and are unrelated to the Company and Yamasa. Title to the Horizon Vessel will be jointly held by the Horizon Financiers for the duration of the Horizon Proposed Financing Arrangement, and returned to the Horizon JVCo upon the exercise of a purchase option by the Horizon JVCo at the end of the lease period. The maximum duration of the Horizon Proposed Financing Arrangement will be seven years from the Horizon Completion Date. The Company will be a payment guarantor to the Horizon Proposed Financing Arrangement, if required by the Horizon Financiers, with a counter-indemnity to be provided by the Horizon Co-Investor 1 and Horizon Co-Investor 2 to the Company for 16.4% and 13.4%, respectively, of any payments made by the Company under the guarantee.

      The Horizon Proposed Financing Arrangement is the result of commercial negotiations between the Company, the Horizon Co-Investor 1 and the Horizon Co-Investor 2, and is intended to maintain sufficient liquidity and optimise the returns for the Group. While the Horizon JVCo secures reasonable leasing terms, the Horizon Co-investor 2 benefits from receiving regular lease payments while also having a potential upside gain as an equity investor.

3. RATIONALE FOR AND BENEFITS OF THE HORIZON PROPOSED ACQUISITION

The Company is in the business of shipping and property, which includes maritime asset management as well as ship owning and chartering. As part of the ship owning and chartering portion of the Company's shipping business, the Company has a diversified portfolio of ships which provides the Group with stable recurring income and operating cash flows from the charter income. The Horizon Vessel currently falls under the maritime asset management segment of the Company's shipping business.

The profits of the Horizon Vessel for FY2022, FY2023 and FY2024 are US$0.07 million, US$0.04 million and US$0.75 million, respectively. The Company is of the view that the availability of the profit-making Horizon Vessel for acquisition presents a strategic opportunity for the Company to bolster its portfolio of ships and properties for the following reasons.

The Horizon Proposed Acquisition entails the Company entering into a new relationship with the Horizon Co-Investor 2. The Horizon Co-Investor 1 was one of the co-investors in respect of the Company's acquisition of the vessel M/V Uni Sunshine. The Company holds a 70.2% shareholding in the Horizon JVCo, and the Horizon Co-Investor 1 and the Horizon Co-Investor 2 hold shareholdings of 16.4% and 13.4%, respectively, in the Horizon JVCo. The Company will be increasing its effective interest in the Horizon Vessel from an 18.0% interest as a minority shareholder in Victoria to a 70.2% interest as a majority shareholder in the Horizon JVCo. The Horizon Proposed Acquisition involves the Company acquiring an interest of more than 50% but less than 100% in the Horizon Vessel, which enables the Company to optimise its capital deployment by reducing the required cash investment while retaining significant control over the Horizon Vessel. This approach preserves liquidity, enabling the Company to explore additional investment opportunities. This would provide the Company with greater flexibility over the Horizon Vessel's potential resale decision, and eliminates the constraints associated with previously being a minority stakeholder in Victoria, giving the Company greater control over the management of the Horizon Vessel and future decisions related to the Horizon Vessel. This affords the Company the opportunity to make the Horizon Vessel a bigger part of its business, under its ship owning and chartering portfolio, and capitalise on the Horizon Vessel's profit-making potential.

Further, the joint venture structure allows the Company to generate a stable fee income by charging the Horizon JVCo a management fee for providing operational and maintenance services to the Horizon Vessel, which in turn supports the Group's cash flow. As the financial results of the Horizon JVCo will be consolidated on a 100% basis, the Company can recognise the same fee income as it would from a full equity investment, despite holding only a 70.2% shareholding interest in the Horizon JVCo. This structure enhances cash flow efficiency for the Group, as the Group's reduced upfront capital commitment, combined with the benefits of full consolidation and significant control, allows it to achieve optimal financial leverage and maintain liquidity for other strategic opportunities. The Horizon Proposed Acquisition would also be advantageous for the Company given that the Company has been operating and managing the Horizon Vessel since its delivery and is therefore familiar with the operational capabilities of the Horizon Vessel. This eliminates the need for pre-purchase inspections typically required during a ship acquisition, resulting in cost savings associated with inspection procedures and related expenses. Further, pursuant to the terms of the Horizon MOA, the Horizon Vessel will be delivered with everything belonging to the Horizon Vessel including all spare parts, stores and equipment, on board or on shore, used or unused. This is inclusive of the unused lubricating