United Envirotech Ltd. (SGX:U19) entered into sale and purchase agreement to acquire 13.18% stake in Memstar Technolgy Ltd. (SGX:5MS) from Ge Hailin and Pan Shuhong for SGD 35.3 million on January 8, 2013. United Envirotech will acquire 130 million shares from Ge Hailin for SGD 13 million, of which SGD 12 million will be satisfied in cash and the balance SGD 1 million will be satisfied by the allotment and issuance of 2 million shares of United Envirotech via 2 payment tranches and 220 million shares from Pan Shuhong for SGD 22 million, of which SGD 14 million will be satisfied in cash and the balance SGD 8 million will be satisfied by the allotment and issuance by United Envirotech of 16 million shares via 2 payment tranches. Consideration paid to Ge Hailin consists of 1st payment tranche of SGD 6.5 million of which SGD 5.5 million shall be payable in cash and the balance SGD 1 million in shares to be paid on the completion date and a 2nd payment tranche of SGD 6.5 million in cash to be paid on the date falling three months from completion date. Consideration paid to Pan Shuhong consists of SGD 11 million of which SGD 3 million shall be payable in cash and the balance SGD 8 million in shares to be paid on the completion date and a 2nd payment tranche of SGD 11 million in cash to be paid on the date falling three months from completion date. Upon completion, Pan Shuhong and Ge Hailin will each own directly and indirectly 30.91% and 5.57% of Memstar Technolgy respectively. Cash component will be funded through internal source of funds and/or external bank borrowings.

Under the sale and purchase agreement, Pan Shuhong shall continue to serve as the Executive Chairman of Memstar Technolgy and Ge Hailin shall continue to serve as the Chief Executive Officer of Memstar Technolgy. Transaction is subject to conditions including third party, governmental or regulatory body approvals, approval in-principle being granted by the SGX-ST for the listing of and quotation for the shares and Memstar Water Pte. Ltd. having entered into a joint venture agreement with United Envirotech in relation to their investment in Max Rise Water Services Holdings Limited through Max Rise Envirogroup Limited. In the event that any of the completion conditions is not fulfilled or is not waived the agreement shall ipso facto cease. If any of the payment conditions precedent is not satisfied or waived on or before the payment date, United Envirotech will transfer back to Ge Hailin and Pan Shuhong 50% of the sale shares, and the 2nd tranche consideration will no longer be payable by United Envirotech to Ge Hailin and Pan Shuhong. The completion of the transaction is expected to occur on the date falling three business days after all the conditions precedent are satisfied or waived in writing or such other date as shall be agreed. As of January 23, 2013, the transaction has been approved in-principle by SGX-ST for listing of the consideration shares. Stirling Coleman Capital Limited acted as arranger to the transaction. Wong Gang of Shook Lin & Bok acted as legal advisor for United Envirotech.