Extraordinary/ Special General Meeting::Voluntary

CIRCULAR dated 9 December 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Capitalised terms appearing on the cover of this Circular have the same meanings as defined herein.

If you have sold or transferred all your shares in the capital of Hotel Grand Central Limited (the "Company") held through The Central Depository (Pte) Limited ("CDP"), you need not forward this circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to the purchaser or transferee as arrangements will be made by CDP for a separate circular with the Notice of Extraordinary General Meeting and the attached Proxy Form to be sent to the purchaser or transferee. If you have sold or transferred all your shares in the capital of the Company represented by physical share certificate(s), you should at once hand this circular, together with the Notice of Extraordinary General Meeting and the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee.

The SGX‑ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements or opinions made or reports contained in this Circular.

This Circular has been made available on SGXNet and the Company's website.

A printed copy of this Circular will NOT be despatched to Shareholders. Due to current COVID‑19 restriction orders in Singapore, Shareholders will not be able to attend the EGM. Instead, alternative arrangements have been put in place to allow Shareholders to participate at the EGM by (a) watching the EGM proceedings via live webcast or listening to the EGM proceedings via live audio feed, (b) submitting questions in advance of the EGM, and (c) voting by proxy at the EGM.

Please refer to Section 5 of this Circular for further information, including steps to be taken by Shareholders to participate at the EGM.

HOTEL GRAND CENTRAL LIMITED

Incorporated in Singapore (UEN 196800243H)

CIRCULAR TO SHAREHOLDERS

In relation to

1. RE-APPOINTMENTOF INDEPENDENT DIRECTORS
2. THE PROPOSED REPLACEMENT OF THE OBJECTS CLAUSES IN THE NEW CONSTITUTION WITH A GENERAL POWERS PROVISION
3. THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY

IMPORTANT DATES AND TIMES:
Last date and time for lodgment of Proxy Form	:
Last date and time to pre‑register online to	:
attend the EGM remotely

Date and time of Extraordinary General Meeting :

Place of Extraordinary General Meeting

:

29 December 2021 at 11.00 a.m.

28 December 2021 at 11.00 a.m.

31 December 2021 at 11.00 a.m.

The EGM will be held by way of electronic means. Please refer to Section 5 of this Circular for further details.

	DEFINITIONS
		PAGE
DEFINITIONS.......................................................................................................................................	2
LETTER TO SHAREHOLDERS
1.	INTRODUCTION........................................................................................................................	5
2.	PROPOSED RE-APPOINTMENT OF INDEPENDENT DIRECTORS………………………….	6

3. THE PROPOSED ALTERATION TO THE OBJECTS CLAUSE AND PROPOSED ADOPTION

	OF THE NEW CONSTITUTION OF THE COMPANY................................................................	6
4.	DIRECTORS' RECOMMENDATIONS........................................................................................	19
5.	EXTRAORDINARY GENERAL MEETING.................................................................................	19
6.	ACTION TO BE TAKEN BY SHAREHOLDERS.........................................................................	20
7.	DIRECTORS' RESPONSIBILITY STATEMENT .........................................................................	21
8.	DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................	22
APPENDIX A - CHANGES TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION
APPENDIX B - NEW CONSTITUTION
APPENDIX C- NOTICE OF EXTRAORDINARY GENERAL MEETING
APPENDIX D - PROXY FORM
SUPPLEMENTAL INFORMATION

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DEFINITIONS

In this Circular, the following definitions shall apply throughout unless the context otherwise requires:

"ACRA"	:	The Accounting and Corporate Regulatory Authority of Singapore
"Act" or "Companies Act"	:	The Companies Act, Chapter 50 of Singapore, as amended, modified
		or supplemented from time to time
"2014 Amendment Act"	:	The Companies (Amendment) Act 2014 of Singapore which was
		passed in Parliament on 8 October 2014 and took effect in two
		phases on 1 July 2015 and 3 January 2016, respectively
"2017 Amendment Act"	:	The Companies (Amendment) Act 2017 of Singapore which was
		passed in Parliament on 10 March 2017 and took effect in phases
		starting from 31 March 2017
"Amendment Acts"	:	The 2014 Amendment Act and the 2017 Amendment Act
"Article(s)"	:	Article(s) of the Existing Memorandum and Articles of Association
"Board" or "Board of Directors" :	The board of directors of the Company for the time being
"CDP" or "Depository"	:	The Central Depository (Pte) Limited or any other corporation
		approved by the Authority as a depository company or corporation
		for the purposes of this Act, which operates the Central Depository
		System for the holding and transfer of book‑ entry securities
"CEO" or "Chief Executive :	In relation to the Company, any one or more persons, by whatever
Officer"		named described, who:
		(a) is in direct employment of, or acting for or by arrangement
		with the Company; and
		(b) is principally responsible for the management and conduct
		of the business of the Company or part of the business of
		the Company, as the case may be
"Circular"	:	This circular to Shareholders dated 9 December 2021 in respect of
		the proposed adoption of the New Constitution
"Company"	:	Hotel Grand Central Limited
"CPF"	:	The Central Provident Fund
"CPFIS"	:	Central Provident Fund Investment Scheme
"CPF Approved Nominees"	:	Agent banks included under the CPFIS
"Directors"	:	The directors of the Company for the time being
"Existing Constitution"	:	The Existing Memorandum and Articles of Association of the
		Company

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				DEFINITIONS
"EGM"	or	"Extraordinary :	The extraordinary general meeting of the Company, to be held on
General Meeting"		31 December 2021 at 11.00 a.m., notice of which is set out in the
				Notice of EGM
"Group"			:	The Company and its subsidiaries
Latest Practicable Date		1 December 2021, being the latest practicable date prior to
				dispatch of this Circular
"Listing Manual"		:	The listing manual of the SGX‑ST, which includes the Mainboard
				Listing Rules, as may be amended, modified or supplemented from
				time to time
"Listing Rules"		:	The listing rules of the SGX‑ST set out in the Listing Manual
"Market Day"		:	A day on which the SGX‑ST is open for trading in securities
"New Constitution"	:	The new constitution of the Company, which is proposed to replace
				the Existing Memorandum and Articles of Association, containing
				amendments arising from, inter alia, the Amendment Acts and
				amendments to the listing rules of the SGX‑ST
"Notice of EGM"		:	The notice of EGM is set out in Appendix C.
"Proxy Form"		:	The proxy form in respect of the EGM as set in Appendix D.
"Personal Data Protection Act"	:	Personal Data Protection Act 2012 (No. 26 of 2012), as may be
				amended or modified from time to time
"Proposed Adoption of the	:	The proposed adoption of the New Constitution of the Company
New Constitution"
"Regulation(s)"		:	Regulation(s) of the New Constitution
"Securities Accounts"	:	The securities accounts maintained by Depositors with CDP, but
				not including the securities accounts maintained with a
				Depository Agent
"SFA"			:	The Securities and Futures Act (Cap. 289) of Singapore, as may
				be amended, modified or supplemented from time to time
"SGX‑ST"			:	Singapore Exchange Securities Trading Limited
"Shareholders" or "Member"	:	The registered holders of Shares except that where the
				registered holder is CDP, the term "Shareholders" in relation to
				Shares held by CDP shall mean the persons named as
				Depositors in the Depository Register maintained by CDP and to
				whose Securities Accounts such Shares are credited
"Statutes"				All laws, by‑laws, regulations, orders and/or official directions for
				the time being in force affecting the Company and its subsidiaries
				or associated companies (if applicable), including but not limited to

the Act and the SFA, provided always that a waiver granted in connection with any such law shall be treated as due compliance with such relevant law as amended, modified or supplemented from time to time

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DEFINITIONS

The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them respectively in Section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations where applicable.

Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re‑enacted. Any term defined under the Companies Act, the SFA, the Listing Rules or any statutory or regulatory modification thereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA, the Listing Rules or any statutory or regulatory modification thereof, as the case may be, unless otherwise provided.

Any reference to a date and/or time of day in this Circular shall be a reference to Singapore time unless otherwise stated.

Any discrepancies in the figures included herein between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.

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