RESPONSE TO SGX REGCO QUERIES

Query (c): (c) It is stated that " As part of the Renewable Energy Business, the Company is required to stock up on inventory in bulk consisting of, inter alia, solar panels, for use in renewable energy projects such as the construction or installation of renewable energy sources." Please provide salient information on the Group' s order book status, and clarify whether (i) the purchase is in relation to any secured order(s) by the Group and (ii) there will be significant risk of obsolesce of the inventory. Please also provide more details on the &ldquo certain quantities of solar panels&rdquo under the SPA, including but not limited to, the quantity and dimensions of the solar panels.

Response to Query (c):

(i) The Company is of the view that it is not commercially feasible to order and/or stock up on inventory after orders are secured, as time is required to negotiate the terms of the purchase and for the inventory to subsequently be shipped to Singapore. Nonetheless, the Company is in the midst of securing some projects where the solar panels will be deployed.

(ii) The Company is of the view that there is no significant risk of obsolescence of the inventory given that (i) these solar panels are of the generic model utilised in most photovoltaic energy projects, (ii) the Company expects to utilise a substantial quantity of these solar panels for its projected order books over the next financial year, and (iii) the projected quantity of solar panels to be used in the preliminary project opportunities currently in discussion already exceeds the quantity of inventory to be purchased under this agreement.

(iii) Disclosing the quantity and dimensions of the solar panels will allow its competitors to derive its cost of inventory and use this information against the Company in competitive projects. The Company is of the view that such information is commercially sensitive, and it is not in the interests of the Company and its shareholders for such information to be publicly disclosed. 

CIRCULAR TO SHAREHOLDERS IN RELATION TO

(1) THE PROPOSED DISPOSAL OF ALL THE ISSUED ORDINARY SHARES IN 1CARE GLOBAL PTE. LTD. AND V2Y INSURTECH PTE. LTD.

(2) THE PROPOSED PURCHASE OF INVENTORY AS THE FIRST MAJOR TRANSACTION INVOLVING THE RENEWABLE ENERGY BUSINESS

(3) THE PROPOSED ENTRY INTO AN AGREEMENT AS THE FIRST MAJOR TRANSACTION INVOLVING THE COMMODITIES TRADING BUSINESS

(4) THE PROPOSED PAYMENT OF DIRECTORS&rsquo FEE OF S$191,000 FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2025

(5) THE PROPOSED APPOINTMENT OF BAKER TILLY TFW LLP AS THE AUDITOR OF THE COMPANY

(6) THE PROPOSED ADOPTION OF THE OCEANSCAPE PERFORMANCE SHARE PLAN 2026

Important Dates and Times:

Last date and time for lodgement of Proxy Form : Friday, 26 December 2025 at 10.00 a.m.

Date and time of EGM : Monday, 29 December 2025 at 10.00 a.m.

Place of EGM : Room 300, Suntec Singapore Convention & Exhibition Centre, 1 Raffles Boulevard, Singapore 039593
 

FIRST MAJOR TRANSACTION IN RELATION TO NEW BUSINESS

The Board wishes to announce that the Company&rsquo s wholly-owned subsidiary, OceanScape Trading Pte. Ltd. has on 1 December 2025, entered into a sale and purchase agreement with Eldon Development Ltd for the supply of grade 50%-54% iron ore fines to the Purchaser. The Proposed Entry into Agreement is in connection with the Commodities Trading Busines

The Purchaser is a subsidiary of 山 东 钢 铁 集 团 国 际 贸 易 有 限 公 司 Shandong Steel International Trading Ltd, which is part of the Shandong Iron & Steel Group Co., Ltd.

Under the terms of the Agreement, Oceanscape is granted the right to supply up to 1,200,000 metric tons of the Product to the Purchaser over the contract period of 12 months.

There is no common market benchmark for grade 50%-54% iron ore fines, but the price is expected to be lower than the prices for grade 62% iron ore fines which is the more common benchmark.

The prevailing market price of grade 62% iron ore fines as at the date of this announcement is approximately US$104 per metric ton. Assuming that the price of the Product is US$104 per metric ton, the projected aggregated transaction value of the Agreement is US$124,800,000, which amounts to approximately S$161,778,240 based on an assumed foreign exchange conversion rate of US$1 : S$1.2963.

PROPOSED DISPOSAL OF SUBSIDIARIES

V2Y Pte. Ltd., has, on 4 December 2025, entered into a sale and purchase agreement with Mr Jeffrey Chua Wen Hai for the proposed disposal of the entire issued and paid-up share capital of 1Care Global Pte. Ltd. and V2Y Insurtech Pte. Ltd. for a nominal consideration of S$1

The Subsidiaries has been making cumulative operational losses of S$883,000 for the past 3 financial years, and the Group is of the view that the Proposed Disposal will allow the Group to better utilise its resources and focus on the newly included business sectors of renewable and sustainable energy generation and sale of electricity, and the trading of commodities.

Upon the completion of the Proposed Disposal, the Group will exit the insurtech business

The Ousted Ex-Chairman Asking For Outstanding Director Fee Lah!

The Company Is Buying Their Corporate Office At Suntec Tower 3 For 10.47m, Fully Supported By The China Tycoon Management!

Huat!

FIRST MAJOR TRANSACTION IN RELATION TO NEW BUSINESS

The Board wishes to announce that the Company has on 1 December 2025, entered into a sale and purchase agreement dated 28 November 2025 (the SPA) with Changshu Canadian Solar Power Technology Co., Ltd. (the Vendor) for the purchase of certain quantities of solar panels (the Inventory) at a purchase price of US$3,184,000, which amounts to approximately S$4,127,489 (the Consideration), based on the assumed foreign exchange conversion rate of US$1 : S$1.2963 (the Proposed Purchase of Inventory). The Proposed Purchase of Inventory is in connection with the Renewable Energy Business. 

 

The Board wishes to announce that, further to the extraordinary general meeting of the Company held on 25 November 2025 where the special resolution relating to the Proposed Change of Name was duly passed, the Notice of Special Resolution for the Proposed Change of Name has been lodged with the Accounting and Corporate Regulatory Authority (ACRA) on 25 November 2025 and the name of the Company has been changed to OCEANSCAPE INTERNATIONAL LIMITED  with effect from 28 November 2025.

The Company will be arranging with the Singapore Exchange Securities Trading Limited (SGX-ST) to change its trading counter name for its shares on the Catalist of the SGX-ST.  The Company will make the relevant announcement to update shareholders of the same in due course. 

Management Of The New Business

Although the New Business is different from the Existing Core Business, Mr Lang Jinjun (&ldquo Mr Lang&rdquo ), our Interim Executive Chairman, possesses the relevant industry experience and expertise required to manage this strategic shift. Mr Lang serves as a director and controlling shareholder in multiple companies incorporated in the People&rsquo s Republic of China that are actively engaged in the same or substantially the same renewable energy and commodities trading businesses as the New Business.

Since founding Weifang Jingshiqian Solar Energy Co., Ltd. in 2012, Mr Lang has been engaged in the intelligent manufacturing of new energy equipment, power station development, and energy services. Mr Lang holds ownership of 228MW of photovoltaic (PV) power stations, participates in multiple national energy strategic projects, and advances smart energy storage initiatives. Leveraging years of industry expertise, Mr. Lang has successively established a PV intelligent manufacturing industrial park, an electrical equipment cluster, and a sodium-ion battery energy storage zero-carbon industrial cluster.

In recent years, Mr. Lang has overseen the development, design, and construction of more than 10 100MW-scale PV power stations, such as, inter alia, a 15MW Poverty Alleviation Photovoltaic Project under Changyi Haijing, a 120MW Photovoltaic Power Generation Project under Shouguang Jingshiquan, a 300MW Photovoltaic + 200MWh Energy Storage Project under Weifang (Shandong) China National Nuclear Corporation, a 300MW Photovoltaic + 240MW Wind Power Project under Changyi (Shandong) China Energy Investment Corporation, a 300MW Rural Revitalization Photovoltaic + 300MWh Energy Storage Project under Changyi (Shandong) State Power Investment Corporation and a 500MW Photovoltaic + 300MWh Energy Storage Project under Shouguang (Shandong) China Energy Investment Corporation.

It is currently envisaged that the New Business and its related management will be spearheaded by Mr Lang, who will be responsible for the day-to-day execution of operations, particularly during the initial build-out and project acquisition phase. Mr Lang will immediately begin building a dedicated, expert team with proven experience in the operations, technical, and regulatory aspects of the New Business to support him.

Heng Ong Huat

Cheong Arh..........

New Business Activities & Projects

Subject to Shareholders&rsquo approval to be obtained at the EGM, the Group&rsquo s goal to engage in &ldquo active engagement&rdquo in the renewable and sustainable energy-generation sector can potentially translate into the following project types and business activities:

(a) Renewable and Sustainable Energy Generation Sector

 Solar Power Projects
Development and Operation: Acquiring, financing, developing, and operating utility-scale solar photovoltaic (PV) farms or large fl oating solar systems to generate and sell electricity to the grid (selling of electricity is part of the New Business).

Commercial and Industrial (C& I) Solutions: Installing and operating rooftop solar installations for corporate customers, via long-term Power Purchase Agreements (PPAs), for example, or the Group may sell the generated electricity directly into the wholesale power grid, and depending evolving energy legislations, secure government-backed Feedin-Tariffs or premium payments for the power injected into the grid.

 Energy Storage Systems (ESS) Battery Energy Storage Systems (BESS):
Developing and deploying BESS installations to store excess energy from intermittent sources like solar and wind, enhancing grid resilience and providing power during non-production hours. Grid Infrastructure: Investing in smart grid technologies and modernisation of electric transmission infrastructure to better integrate renewable energy sources.

 Other Generation Technologies
Exploring and investing in other renewable energy sources like wind power (including wind farm development or consulting), hydroelectricity, geothermal energy, or bioenergy.

Commodities Trading Sector

 Strategic Commodities
Trading metal ores essential for renewable energy and electric vehicles (EVs), such as lithium, cobalt, nickel, copper, and rare earth elements. These minerals are vital for manufacturing batteries (lithium/cobalt), solar panels, and wind turbines.

 Supply Chain Management
Engaging in the physical purchase, logistics (shipping, warehousing), blending, and sale of these metal ores.

 Differentiated Markets
Potentially participating in emerging differentiated markets for &ldquo low-carbon metals&rdquo , which reward responsible production practices, or using traceability technologies like blockchain to prove sustainable provenance.

 Recycling and Circular Economy
The trading of metal scrapes or secondary materials aligns with the goal of supply chain sustainability by reducing reliance on new mining and encouraging a recycle-centric approach.

Opportunity to Diversify

The move into these sectors is seen by the Board as a transformational opportunity to establish a robust platform for long-term sustainable growth, leveraging the increasing global investment and government support for the transition to low carbon-emitting, green and/or more sustainable form of energy

Excerpt From Upcoming EGM Circular

The Board is proposing to seek the approval of Shareholders for:

(a) the proposed diversifi cation of the Group&rsquo s Existing Core Business (as defined below) to include (a) renewable and sustainable energy generation and sale of electricity, and (b) the trading of commodities, with a focus on metal ores, in particular, iron ore (collectively, the &ldquo New Business&rdquo ) and

(b) the proposed change of the Company&rsquo s name from &ldquo V2Y Corporation Ltd&rdquo to &ldquo OceanScape International Limited&rdquo .

1. Entry into Loan Facility Agreement

As announced by the Company in its announcement of 31 October 2025, the Company has secured financing of up to S$20 million (the Loan Facility) from its Interim Executive Chairman, Mr. Lang Jinjun. The Loan Facility comprises two separate loan facilities, namely an interest-free loan of up to S$15 million and an interest-free convertible loan of up to S$5 million. Further details are set out in Company' s announcement dated 31 October 2025 for more information.

2. Proposed Business Diversification

As mentioned by the Company in its announcement of 31 October 2025 in response to the SGX Queries, the funds raised from the Loan Facility, will enable the Group to strengthen its working capital position and explore new business opportunities. In this regard, the Company intends to seek shareholders' approval to diversify its existing core business into new sectors. The Company will make further announcements on the proposed diversification in due course. 

3. Proposed Change of Company Name

In line with the refreshed strategic direction established by the reconstituted Board, the Company intends to seek shareholders' approval to change its corporate name to better reflect the new identity and business focus of the Group. The Company will make the necessary announcements on this matter in due course.

4. Conversion of Debt

As mentioned by the Company in its announcement of 31 October 2025 in relation to its response to queries from SGX, the Company intends to take active steps to address and extinguish its outstanding liabilities. In this regard, the Company has entered into a debt conversion agreements with Mr Ang Wei Yang Felix (Mr Ang) and Mr Tang Zhaorui (Mr Tang) pursuant to which the Company will issue new ordinary shares in its capital to Mr Ang and Mr Tang in lieu of cash payments for the amounts owed to them, being S$500,000.00 and S$154,000.00 respectively. Further details are available in the Company' s announcement dated 31 October 2025.

Ready To Cheong!

Heng Ong Huat Arh.....

Changes Made To The Company!

1. Ousted - NED Felix Ang, ED Guo Zhipeng, ID Yip Mun Foong, ID Geng Guilin
2. New - ID Jonathan Lee Jiahui, ID James Kho Chung Wah, Independant Chairman Lang Jinjun (Introduced By Mr. Zhao Wei
3. Company Secretary - New Poh Chee Eng, Ex. Lim Kok Meng
4. Group Financial Controller - Ex. Nguyen Thi Hong Nhuan

The company also intend to raise fund for working capital to meet its operational needs and to aquire new business to generate revenue, and to effect a resumption of trading of the company' s shares on SGX-ST.

Changed Of Blood, Hope The Company Get Resurrected!