MANDATORY CONDITIONAL CASH OFFER

by

Walnut Pte. Ltd.

(Incorporated in the Republic of Singapore)

(Company Registration No. 200702370H)

to acquire all of the issued ordinary shares

in the share capital of

Chuan Hup Holdings Limited

(Incorporated in the Republic of Singapore)

(Company Registration No. 197000572R)

not already owned or agreed to acquired by Walnut Pte. Ltd.

OFFER ANNOUNCEMENT

1. INTRODUCTION

1.1 The Offer. Walnut Pte. Ltd. (the ?Offeror?) wishes to announce that it intends to

make a mandatory conditional cash offer (the ?Offer?) for all the issued ordinary

shares (?Shares?) in the share capital of Chuan Hup Holdings Limited (the

?Company?) not already owned or agreed to be acquired by the Offeror.Walnut Pte. Ltd. (the ?Offeror?) wishes to announce that it intends to

make a mandatory conditional cash offer (the ?Offer?) for all the issued ordinary

shares (?Shares?) in the share capital of Chuan Hup Holdings Limited (the

?Company?) not already owned or agreed to be acquired by the Offeror.Offer?) for all the issued ordinary

shares (?Shares?) in the share capital of Chuan Hup Holdings Limited (the

?Company?) not already owned or agreed to be acquired by the Offeror.Shares?) in the share capital of Chuan Hup Holdings Limited (the

?Company?) not already owned or agreed to be acquired by the Offeror.Company?) not already owned or agreed to be acquired by the Offeror.

1.2 The Acquisition. On 12 March 2007, the Company entered into agreements to

acquire 12,779,500 Shares, representing approximately 1.18 per cent. of the total

number of issued Shares1 from certain shareholders of the Company, who are wholly

unrelated to the Offeror and its concert parties for a cash consideration of S$0.33 per

Share (the ?Acquisition?).On 12 March 2007, the Company entered into agreements to

acquire 12,779,500 Shares, representing approximately 1.18 per cent. of the total

number of issued Shares1 from certain shareholders of the Company, who are wholly

unrelated to the Offeror and its concert parties for a cash consideration of S$0.33 per

Share (the ?Acquisition?).1 from certain shareholders of the Company, who are wholly

unrelated to the Offeror and its concert parties for a cash consideration of S$0.33 per

Share (the ?Acquisition?).Acquisition?).

1.3 Aggregate Holding. Prior to the Acquisition, Mr Peh Kwee Chim, a shareholder and

concert party of the Offeror owned or controlled 316,823,990 Shares representing

approximately 29.20 per cent. of the total number of issued Shares. Upon completion of

the Acquisition, the Offeror and parties acting in concert with it will own or control

329,603,490 Shares, representing 30.38 per cent. of the total number of issued Shares.

Accordingly, the Offeror is required to make the Offer under Rule 14 of the Singapore

Code on Take-overs and Mergers (the ?Code?).Prior to the Acquisition, Mr Peh Kwee Chim, a shareholder and

concert party of the Offeror owned or controlled 316,823,990 Shares representing

approximately 29.20 per cent. of the total number of issued Shares. Upon completion of

the Acquisition, the Offeror and parties acting in concert with it will own or control

329,603,490 Shares, representing 30.38 per cent. of the total number of issued Shares.

Accordingly, the Offeror is required to make the Offer under Rule 14 of the Singapore

Code on Take-overs and Mergers (the ?Code?).Code?).

1.4 SIC Confirmation. The Securities Industry Council had, on 9 March 2007, confirmed

that the Offeror and parties acting in concert with it will not be required to make a take-The Securities Industry Council had, on 9 March 2007, confirmed

that the Offeror and parties acting in concert with it will not be required to make a take-will not be required to make a take-

1 In this Announcement, the total number of issued Shares is 1,084,875,450 Shares based on

the business profile of the Company extracted from the Accounting and Corporate Regulatory

Authority of Singapore as at the date of this Announcement.In this Announcement, the total number of issued Shares is 1,084,875,450 Shares based on

the business profile of the Company extracted from the Accounting and Corporate Regulatory

Authority of Singapore as at the date of this Announcement.

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over offer for each of CH Offshore Ltd and PCI Limited under Note 6 to Rule 14.1 of the

Code as a result of the Offer.

2. THE OFFER

2.1 Terms. Subject to the terms and conditions to be set out in the formal document to

be issued by the Offeror to holders of the Offer Shares (the ?Offer Document?), the

Offeror will make the Offer on the following basis:

(a) The Offeror will make the Offer for all the Shares not already owned or agreed

to be acquired by the Offeror at the date of the Offer (the ?Offer Shares?), in

accordance with Section 139 of the Securities and Futures Act, Chapter 289 of

Singapore, and the Code.

(b) The price for each Offer Share (the ?Offer Price?) will be as follows:Subject to the terms and conditions to be set out in the formal document to

be issued by the Offeror to holders of the Offer Shares (the ?Offer Document?), the

Offeror will make the Offer on the following basis:

(a) The Offeror will make the Offer for all the Shares not already owned or agreed

to be acquired by the Offeror at the date of the Offer (the ?Offer Shares?), in

accordance with Section 139 of the Securities and Futures Act, Chapter 289 of

Singapore, and the Code.

(b) The price for each Offer Share (the ?Offer Price?) will be as follows:Offer Document?), the

Offeror will make the Offer on the following basis:

(a) The Offeror will make the Offer for all the Shares not already owned or agreed

to be acquired by the Offeror at the date of the Offer (the ?Offer Shares?), in

accordance with Section 139 of the Securities and Futures Act, Chapter 289 of

Singapore, and the Code.

(b) The price for each Offer Share (the ?Offer Price?) will be as follows:Offer Shares?), in

accordance with Section 139 of the Securities and Futures Act, Chapter 289 of

Singapore, and the Code.

(b) The price for each Offer Share (the ?Offer Price?) will be as follows:Offer Price?) will be as follows:

For each Offer Share: S$0.34 in cash.

(c) The Offer Shares will be acquired (i) fully paid; (ii) free from all liens, equities,

charges, encumbrances, rights of pre-emption and any other third party rights

or interests of any nature whatsoever; and (iii) together with all rights, benefits

and entitlements attached thereto as at the date of this Announcement and

hereafter attaching thereto, including the right to receive and retain all

dividends, rights and other distributions (if any) declared, paid or made by the

Company on or after the date of this Announcement, including the interim

dividend of 0.5 cents declared by the Company on 13 February 2007 (the

?Interim Dividend?). Therefore, a Shareholder who has been paid or who will

receive the Interim Dividend will be paid a reduced amount of S$0.335 in cash

for each Offer Share he tenders in acceptance of the Offer.

(d) The Offer will also be extended to all issued Shares owned, controlled or

agreed to be acquired by parties acting or presumed to be acting in concert

with the Offeror in connection with the Offer. For the purposes of the Offer, the

expression ?Offer Shares? will include all such Shares.Interim Dividend?). Therefore, a Shareholder who has been paid or who will

receive the Interim Dividend will be paid a reduced amount of S$0.335 in cash

for each Offer Share he tenders in acceptance of the Offer.

(d) The Offer will also be extended to all issued Shares owned, controlled or

agreed to be acquired by parties acting or presumed to be acting in concert

with the Offeror in connection with the Offer. For the purposes of the Offer, the

expression ?Offer Shares? will include all such Shares.S$0.335 in cash

for each Offer Share he tenders in acceptance of the Offer.

(d) The Offer will also be extended to all issued Shares owned, controlled or

agreed to be acquired by parties acting or presumed to be acting in concert

with the Offeror in connection with the Offer. For the purposes of the Offer, the

expression ?Offer Shares? will include all such Shares.Offer Shares? will include all such Shares.

2.2 Condition. The Offer will be subject to the Offeror having received, by the close of

the Offer, valid acceptances in respect of such number of Offer Shares which,

together with Shares acquired or agreed to be acquired before or during the Offer, will

result in the Offeror and parties acting in concert with it holding such number of

Shares carrying more than 50 per cent. of the voting rights attributable to the issued

share capital of the Company as at the close of the Offer.The Offer will be subject to the Offeror having received, by the close of

the Offer, valid acceptances in respect of such number of Offer Shares which,

together with Shares acquired or agreed to be acquired before or during the Offer, will

result in the Offeror and parties acting in concert with it holding such number of

Shares carrying more than 50 per cent. of the voting rights attributable to the issued

share capital of the Company as at the close of the Offer.

2.3 Overseas Shareholders. The availability of the Offer to persons not resident in

Singapore may be affected by the laws of the relevant jurisdiction. Shareholders of

the Company who are not resident in Singapore should inform themselves about, and

observe, any applicable requirements in their own jurisdiction. Further details in

relation to shareholders of the Company who are not resident in Singapore will be

contained in the Offer Document.

3The availability of the Offer to persons not resident in

Singapore may be affected by the laws of the relevant jurisdiction. Shareholders of

the Company who are not resident in Singapore should inform themselves about, and

observe, any applicable requirements in their own jurisdiction. Further details in

relation to shareholders of the Company who are not resident in Singapore will be

contained in the Offer Document.

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3. DESCRIPTION OF THE OFFEROR

The Offeror is a private limited company incorporated in the Republic of Singapore on

9 January 2007. The directors of the Offeror are Mr Peh Kwee Chim and Mr Peh

Siong Woon Terence. The Offeror is owned entirely by Mr Peh Kwee Chim and Mr

Peh Siong Woon Terence (who is the son of Mr Peh Kwee Chim). The Offeror is an

investment holding company set up for making the Offer.

4. DESCRIPTION OF THE COMPANY

Based on the information extracted from the Company?s Annual Report for the

financial year ended 30 June 2006, the Company is incorporated in the Republic of

Singapore and its shares are listed on the Main Board of the Singapore Exchange

Securities Trading Limited (the ?SGX-ST?). It is an investment holding company and

its subsidiaries and associated companies are principally engaged in marine,

property, manufacturing and other non-marine investments represented by treasury

activities and investments in manufacturing and engineering of hydraulic products,

international marketing and communications, biotechnology and bonds, preference

shares and other investments.SGX-ST?). It is an investment holding company and

its subsidiaries and associated companies are principally engaged in marine,

property, manufacturing and other non-marine investments represented by treasury

activities and investments in manufacturing and engineering of hydraulic products,

international marketing and communications, biotechnology and bonds, preference

shares and other investments.

5. THE OFFEROR?S INTENTIONS FOR THE COMPANY

The Offeror intends to maintain the listing of the Company and for the Company to

continue with its existing activities and has no intention to (a) introduce any major

changes to the business of the Company, (b) re-deploy the Company?s fixed assets,

(c) affect the operations of any of its subsidiaries, or (d) discontinue the employment

of any of the existing employees of the Company and its subsidiaries, other than in

the ordinary course of business.

Further information on the Offeror?s future plans for the Company will be set out in the

Offer Document.

6. LISTING STATUS OF THE COMPANY

Under Rule 1105 of the SGX-ST Listing Manual (the ?Listing Manual?), in the event

that the Offeror or parties acting in concert with it should, as a result of the Offer or

otherwise, own or control more than 90 per cent. of the issued Shares, the SGX-ST

may suspend the listing of the Shares on the SGX-ST until such time when the SGXST

is satisfied that at least ten per cent. of the issued Shares are held by at least 500

Shareholders who are members of the public.

In addition, under Rule 724 of the Listing Manual, if the percentage of the issued

Shares held in public hands falls below ten per cent., the Company must, as soon as

possible, announce that fact and the SGX-ST may suspend trading of all the Shares

on the SGX-ST. Rule 725 of the Listing Manual states that the SGX-ST may allow the

Company a period of three months, or such longer period as the SGX-ST may agree,

for the proportion of issued Shares held by members of the public to be raised to at

least ten per cent. failing which the Company may be de-listed from the SGX-ST.

4

However, notwithstanding the Offeror?s intention to maintain the listing status of the

Company, in the event the Company does not meet the requirements under Rule 724

of the Listing Manual as a result of the Offer, the Offeror will consider its options as to

maintaining the listing status of the Company.Listing Manual?), in the event

that the Offeror or parties acting in concert with it should, as a result of the Offer or

otherwise, own or control more than 90 per cent. of the issued Shares, the SGX-ST

may suspend the listing of the Shares on the SGX-ST until such time when the SGXST

is satisfied that at least ten per cent. of the issued Shares are held by at least 500

Shareholders who are members of the public.

In addition, under Rule 724 of the Listing Manual, if the percentage of the issued

Shares held in public hands falls below ten per cent., the Company must, as soon as

possible, announce that fact and the SGX-ST may suspend trading of all the Shares

on the SGX-ST. Rule 725 of the Listing Manual states that the SGX-ST may allow the

Company a period of three months, or such longer period as the SGX-ST may agree,

for the proportion of issued Shares held by members of the public to be raised to at

least ten per cent. failing which the Company may be de-listed from the SGX-ST.

4

However, notwithstanding the Offeror?s intention to maintain the listing status of the

Company, in the event the Company does not meet the requirements under Rule 724

of the Listing Manual as a result of the Offer, the Offeror will consider its options as to

maintaining the listing status of the Company.

7. COMPULSORY ACQUISITION

Pursuant to Section 215(1) of the Companies Act, Chapter 50 of Singapore (the

?Companies Act?), if the Offeror receives valid acceptances of the Offer or acquires

the Offer Shares during the period from (and including) the date the Offer Document

is despatched to (and including) the day of the close of the Offer, otherwise than

through valid acceptances of the Offer in respect of not less than 90 per cent. of the

Shares (other than those already held by the Offeror, its related corporations or their

respective nominees), the Offeror would be entitled to exercise the right to

compulsorily acquire all the Shares of shareholders of the Company who have not

accepted the Offer (?Dissenting Shareholders?).

In such event, the Offeror intends to exercise its right to compulsorily acquire all the

Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the

Company from the SGX-ST.

Dissenting Shareholders have the right under and subject to Section 215(3) of the

Companies Act, to require the Offeror to acquire their Shares in the event that the

Offeror, its related corporations or their respective nominees acquire, pursuant to the

Offer, such number of Shares which, together with the Shares held by the Offeror, its

related corporations or their respective nominees, comprise 90 per cent. or more of

the total number of Shares. Dissenting Shareholders who wish to exercise such right

are advised to seek their own independent legal advice.Companies Act?), if the Offeror receives valid acceptances of the Offer or acquires

the Offer Shares during the period from (and including) the date the Offer Document

is despatched to (and including) the day of the close of the Offer, otherwise than

through valid acceptances of the Offer in respect of not less than 90 per cent. of the

Shares (other than those already held by the Offeror, its related corporations or their

respective nominees), the Offeror would be entitled to exercise the right to

compulsorily acquire all the Shares of shareholders of the Company who have not

accepted the Offer (?Dissenting Shareholders?).

In such event, the Offeror intends to exercise its right to compulsorily acquire all the

Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the

Company from the SGX-ST.

Dissenting Shareholders have the right under and subject to Section 215(3) of the

Companies Act, to require the Offeror to acquire their Shares in the event that the

Offeror, its related corporations or their respective nominees acquire, pursuant to the

Offer, such number of Shares which, together with the Shares held by the Offeror, its

related corporations or their respective nominees, comprise 90 per cent. or more of

the total number of Shares. Dissenting Shareholders who wish to exercise such right

are advised to seek their own independent legal advice.Dissenting Shareholders?).

In such event, the Offeror intends to exercise its right to compulsorily acquire all the

Offer Shares not acquired under the Offer. The Offeror will then proceed to delist the

Company from the SGX-ST.

Dissenting Shareholders have the right under and subject to Section 215(3) of the

Companies Act, to require the Offeror to acquire their Shares in the event that the

Offeror, its related corporations or their respective nominees acquire, pursuant to the

Offer, such number of Shares which, together with the Shares held by the Offeror, its

related corporations or their respective nominees, comprise 90 per cent. or more of

the total number of Shares. Dissenting Shareholders who wish to exercise such right

are advised to seek their own independent legal advice.

8. DISCLOSURE OF SHAREHOLDINGS AND DEALINGS

8.1 Holdings and Dealings in Shares

(a) The Offeror and Relevant Persons. The Appendix to this Announcement

sets out:

(i) the number of Shares owned, controlled or agreed to be acquired by

the Offeror and the directors of the Offeror as at the date of this

Announcement; and

(ii) the dealings in Shares by the Offeror and the directors of the Offeror

during the six-month period immediately preceding the date of this

Announcement (the ?Reference Period?).

(b) No Other Holdings. Save as disclosed in this Announcement, neither the

Offeror, nor the directors of the Offeror own, control or have agreed to acquire

any Shares or securities which carry voting rights in the Company or are

convertible into Shares or securities which carry voting rights in the Company,

or rights to subscribe for, or options in respect of, Shares or such securities.

5The Offeror and Relevant Persons. The Appendix to this Announcement

sets out:

(i) the number of Shares owned, controlled or agreed to be acquired by

the Offeror and the directors of the Offeror as at the date of this

Announcement; and

(ii) the dealings in Shares by the Offeror and the directors of the Offeror

during the six-month period immediately preceding the date of this

Announcement (the ?Reference Period?).

(b) No Other Holdings. Save as disclosed in this Announcement, neither the

Offeror, nor the directors of the Offeror own, control or have agreed to acquire

any Shares or securities which carry voting rights in the Company or are

convertible into Shares or securities which carry voting rights in the Company,

or rights to subscribe for, or options in respect of, Shares or such securities.

5Reference Period?).

(b) No Other Holdings. Save as disclosed in this Announcement, neither the

Offeror, nor the directors of the Offeror own, control or have agreed to acquire

any Shares or securities which carry voting rights in the Company or are

convertible into Shares or securities which carry voting rights in the Company,

or rights to subscribe for, or options in respect of, Shares or such securities.

5No Other Holdings. Save as disclosed in this Announcement, neither the

Offeror, nor the directors of the Offeror own, control or have agreed to acquire

any Shares or securities which carry voting rights in the Company or are

convertible into Shares or securities which carry voting rights in the Company,

or rights to subscribe for, or options in respect of, Shares or such securities.

5

8.2 No Dealings or Irrevocable Undertakings. As at the date of this Announcement,

save as disclosed in this Announcement, none of the Offeror nor the directors of the

Offeror has (a) dealt for value in any Shares during the Reference Period, or (b)

received any irrevocable undertaking from any party to accept or reject the Offer.As at the date of this Announcement,

save as disclosed in this Announcement, none of the Offeror nor the directors of the

Offeror has (a) dealt for value in any Shares during the Reference Period, or (b)

received any irrevocable undertaking from any party to accept or reject the Offer.

8.3 Confidentiality. In the interests of confidentiality, the Offeror has not made enquiries

in respect of certain other parties who are or may be presumed to be acting in concert

with the Offeror in connection with the Offer. Further enquiries will be made of such

persons and the relevant disclosures will be made in the Offer Document.In the interests of confidentiality, the Offeror has not made enquiries

in respect of certain other parties who are or may be presumed to be acting in concert

with the Offeror in connection with the Offer. Further enquiries will be made of such

persons and the relevant disclosures will be made in the Offer Document.

9. CONFIRMATION OF FINANCIAL RESOURCES

Oversea-Chinese Banking Corporation Limited confirms that sufficient financial

resources are available to the Offeror to satisfy full acceptance of the Offer.

10. OFFER DOCUMENT

Further information on the Offer will be set out in the Offer Document. The Offer

Document, which will contain the terms and conditions of the Offer and enclose the

appropriate form(s) of acceptance, will be despatched to holders of the Offer Shares

not earlier than 14 days and not later than 21 days from the date of this

Announcement. The Offeror intends to keep the Offer open for acceptances by

Shareholders for a period of at least 28 days from the date of posting of the

Offer Document.

11. RESPONSIBILITY STATEMENTThe Offeror intends to keep the Offer open for acceptances by

Shareholders for a period of at least 28 days from the date of posting of the

Offer Document.

11. RESPONSIBILITY STATEMENT

The directors of the Offeror (including any who may have delegated detailed

supervision of this Announcement) have taken all reasonable care to ensure that the

facts stated and all opinions expressed in this Announcement are fair and accurate and

that no material facts have been omitted from this Announcement, and they jointly and

severally accept responsibility accordingly. Where any information has been extracted

or reproduced from published or publicly available sources (including, without limitation,

in relation to the Company), the sole responsibility of the directors of the Offeror has

been to ensure through reasonable enquires that such information is accurately

extracted from such sources or, as the case may be, reflected or reproduced in this

Announcement.

Issued by

Walnut Pte. Ltd.

12 March 2007

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The Appendix

HOLDINGS AND DEALINGS IN SHARES

Details of Holdings in Shares

1. Shares held by the Offeror and the directors of the Offeror as at the date of this

Announcement

1.1 The Offeror

As at the date of this Announcement, the interests in Shares held by the Offeror are

set out below:

Name Number of Shares

Direct Interest Deemed Interest Total Interest

No. of Shares % No. of Shares % No. of Shares %

Walnut Pte. Ltd. - - 12,779,500 1.18 12,779,500 1.18

1.2 Directors of the Offeror

As at the date of this Announcement, the interests in Shares held by the directors of

the Offeror are set out below:

Name Number of Shares

Direct Interest Deemed Interest Total Interest

No. of Shares % No. of Shares % No. of Shares %

Mr Peh Kwee

Chim

316,823,990 29.20 12,779,500 1.18 329,603,490 30.38

Mr Peh Siong

Woon Terence

- - 12,779,500 1.18 12,779,500 1.18

Details of Dealings in Shares

2. Details of Dealings in Shares During the Reference Period by the Offeror and

the directors of the Offeror

2.1 The Offeror

The details of the dealings in Shares by the Offeror during the Reference Period are set

out below:

Name Date Number of Shares

Acquired

Transaction Price

per Share (S$)

Walnut Pte. Ltd. - - -

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2.2 Directors of the Offeror

The details of the dealings in Shares by the directors of the Offeror during the

Reference Period are set out below:

Name Date Number of Shares

Acquired

Transaction Price

per Share (S$)

Mr Peh Kwee Chim 12 January

2006

97,071,330 0.32