Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Conglomerate<a href="https://www.smartkarma.com/entities/chip-eng-seng-corp-ltd" target="_blank" data-smartkarma-citation="entities:6441:1" rel="noopener"> Chip Eng Seng Corp (CHIP SP)</a> (CES) has announced a voluntary Offer of S$0.72/share from a Tang family-owned entity. The price is a 1.4% premium to last close.</li>
<li>The Tang's hold 38.23% and the Offer is conditional on a 50% acceptance condition. </li>
<li>The Offer price is a 27.3% discount to CES' NAV as of 30 June 2022 - no such mention in the announcement. The Offer price has not been declared final.</li>
</ul>


Conglomerate Chip Eng Seng Corp (CHIP SP) (CES) has announced a voluntary Offer of S$0.72/share from a Tang family-owned entity. The price is a 1.4% premium to last close.
The Tang's hold 38.23% and the Offer is conditional on a 50% acceptance condition. 
The Offer price is a 27.3% discount to CES' NAV as of 30 June 2022 - no such mention in the announcement. The Offer price has not been declared final.


Chip Eng Seng: Low-Balled MBO At $0.72/Share

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/chip-eng-seng-corp-ltd" target="_blank" data-smartkarma-citation="entities:6441:1" rel="noopener">Chip Eng Seng Corp (CHIP SP)</a> disclosed a conditional VGO from the Tangs at S$0.720, a 6.7% premium to the undisturbed price (6 September). The price is not declared final. </li>
<li>Irrevocables and family represent 41.44% of outstanding shares. The VGO has a 50%+ minimum acceptance condition which requires around a 15% minorities acceptance rate.</li>
<li>While the last close is in line with the offer, it is attractive in the context of historical prices/multiples. Therefore, there is a good chance of hitting the 50% threshold.</li>
</ul>



Chip Eng Seng Corp (CHIP SP) disclosed a conditional VGO from the Tangs at S$0.720, a 6.7% premium to the undisturbed price (6 September). The price is not declared final. 
Irrevocables and family represent 41.44% of outstanding shares. The VGO has a 50%+ minimum acceptance condition which requires around a 15% minorities acceptance rate.
While the last close is in line with the offer, it is attractive in the context of historical prices/multiples. Therefore, there is a good chance of hitting the 50% threshold.


Chip Eng Seng (CHIP SP)’s S$0.72 VGO from the Tangs

SGX Market Strategist, Equity & Fixed Income, Singapore Exchange Ltd (SGX)

Geoff Howie

SGX Market Strategist, Equity & Fixed Income

Asia’s leading multi-asset exchange

Singapore Exchange Ltd (SGX)

Singapore Exchange is Asia’s leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services.

With about 40% of listed companies and over 80% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asia’s most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the world’s most liquid international market for the benchmark equity indices of China, India, Japan and ASEAN.

As Asia’s pioneering central counterparty, SGX is globally recognised for its risk management and clearing capabilities, and was one of the first globally to adopt the Principles for Financial Market Infrastructure.

Headquartered in AAA-rated Singapore, SGX has over 800 employees including offices in Beijing, Chicago, Hong Kong, London, New York, Mumbai, San Francisco, Shanghai and Tokyo.

Equity Bottom-Up

<ul><li>The FTSE ST Small Cap Index consists of more than 50 stocks, with the majority of the constituents maintaining a market cap of between S$2 billion and S$200 million.</li><li>The FTSE ST Small Cap Index constituents have attracted S$250 in aggregate net institutional outflows in the 2022 YTD.</li><li>With the FTSE ST Small Cap Index generating a decline of 8% in total return in the 2022 year to 26 August, the 52 constituents have drawn in aggregate S$250 million of net institutional outflow.</li></ul>

The FTSE ST Small Cap Index consists of more than 50 stocks, with the majority of the constituents maintaining a market cap of between S$2 billion and S$200 million.The FTSE ST Small Cap Index constituents have attracted S$250 in aggregate net institutional outflows in the 2022 YTD.With the FTSE ST Small Cap Index generating a decline of 8% in total return in the 2022 year to 26 August, the 52 constituents have drawn in aggregate S$250 million of net institutional outflow.

Riverstone, Hour Glass & Chip Eng Seng Led Small Cap Index Fund Flows in YTD

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For the 5 trading sessions that spanned May 13 to 19, the Straits Times Index (STI) gained 0.8 per cent, with the FTSE China A50 Index adding 0.2 per cent, the Hang Seng Index gaining 2.5 per cent and the FTSE Bursa Malaysia KLCI declining 1.0 per cent.  
Overall, institutions were net buyers of Singapore stocks over the 5 sessions with S$3.4 million of net inflow, following S$145 million of net outflow for the preceding 5 sessions. OCBC, Keppel Corporation, UOB, Singapore Exchange and Singapore Telecommunications led the net institutional inflows for the 5 sessions through to May 19. Share buybacks

There were 17 primary-listed stocks conducting share buybacks over the 5 sessions ended May 19, with a total consideration of S$67,410,124, down from the S$122.8 million for the preceding 5 sessions. 
After buying back 10 million shares on May 12, CapitaLand Investment bought back another 6,106,600 million shares at an average price of S$3.80 per share, while Keppel Corporation led the consideration tally with 3,689,000 shares bought back at an average price of S$6.69 per share.   Director and substantial shareholder transactions

The 5 trading sessions saw over 100 changes to director interests and substantial shareholdings filed for more than 40 primary-listed stocks. This included 20 company director acquisitions with 2 disposals filed, while substantial shareholders filed 8 acquisitions and 4 disposals. UOL Group

On May 12, Wee Investments acquired 200,000 shares of UOL Group at an average price of S$6.99 per share. This took the total interest in the company of UOL Group chairman Wee Cho Yaw from 38.29 per cent to 38.32 per cent. It followed Wee Investments’ acquisition of 500,000 shares also at S$6.99 per share between May 10 and 11. Wee also serves as the chairman of UOL Group, United Overseas Insurance, Haw Par Corporation and Singapore Land Group. Trans-China Automotive Holdings

On May 18, Trans-China Automotive Holdings executive chairman and CEO Francis Tjia acquired 4.0 million shares of the Catalist-listed company at 21.0 cents per share, through Octo Holdings which he wholly owns. With a consideration of S$840,000, this increased his deemed interest in the vehicle dealership group from 77.93 per cent to 78.61 per cent. Tjia has more than 20 years of experience in the industry in China. Frencken Group

On May 19, Frencken Group non-executive non-independent chairman Gooi Soon Chai acquired 200,000 shares of the company at S$1.15 per share. With a consideration of S$230,000, this took his total interest in the integrated technology solutions company from 23.48 per cent to 23.53 per cent.

It followed his acquisition of 50,000 shares on Mar 11 at S$1.53 per share. He was appointed the group’s chairman in August 2016.

Also, on May 19, Frencken Group president and executive director Dennis Au acquired 200,000 shares of the company at S$1.16 per share. This took his interest from 0.89 per cent to 0.94 per cent. His preceding acquisitions were between Mar 7 and 8, with 150,000 shares acquired at S$1.52 per share. Chip Eng Seng Corporation

On May 13, Chip Eng Seng Corporation lead independent director Abdul Jabbar bin Karam Din acquired 292,400 shares of the company at 42.0 cents per share. With a consideration of S$122,808, this took his direct interest in the homegrown property development and construction group to 0.04 per cent.

Abdul Jabbar joined the board on Feb 2, 2018 as an independent director and was appointed lead independent director in April 2021. An executive committee partner with Rajah and Tann Singapore, he heads the firm’s corporate and transactional practice. He has more than 25 years’ extensive experience in mergers and acquisitions, joint ventures, employment, banking and finance, general commercial and private client work, both local and international. Transit-Mixed Concrete

Between May 11 and 12, Transit-Mixed Concrete executive director Lee Sai Sing acquired 833,400 shares at 14.5 cents per share. With a consideration of S$120,843, this increased his direct interest in the provider of concrete pumping services and waste management, from 55.07 per cent to 55.87 per cent. His preceding acquisition was on Dec 21, with 63,400 shares acquired at 13.9 cents per share.

Lee has extensive experience in investing in unlisted and listed Asian equities and serves as independent director at Maxi-Cash Financial Services Corporation. He is involved in advising corporations in restructurings, pre-initial public offerings and initial public offerings and has worked in the fund management industry for many years in major financial institutions like GIC, BNP Paribas Private Bank and Maybank-Kim Eng.

On Apr 27, the company reported that turnover grew by 64 per cent to S$8.24 million for the year ended Feb 28, compared with S$5.01 million in the previous year. JB Foods

On May 13, JB Foods executive director Goh Lee Beng acquired 192,000 shares of the listed company for a consideration of S$95,040. At 49.5 cents per share, this took Goh’s total interest from 1.59 per cent to 1.65 per cent. JB Cocoa Group Sdn Bhd also maintains a 45.52 per cent interest in JB Foods, of which Goh has a deemed interest. This brings her total interest in JB foods to 47.17 per cent.

With over 25 years of experience in the cocoa business, she is responsible for procurement of raw materials and managing the cocoa trading positions, which includes sourcing of cocoa beans and cocoa ingredients, managing the group’s cocoa hedging book, monitoring world cocoa trends, and marketing of cocoa butter. Bonvests Holdings

Between May 11 and 17, Bonvests Holdings executive chairman and managing director Henry Ngo acquired 86,300 shares of the company for a consideration of S$82,737, at an average price of 95.9 cents per share.

The acquisition was made though Allsland, which is wholly owned by Ngo and increased his total interest in Bonvests from 83.77 per cent to 83.80 per cent. Asian Pay Television Trust

On May 17, the CEO of the trustee-manager of Asian Pay Television Trust, Brian McKinley, acquired 300,000 units at 13.3 cents per unit. With a consideration of S$39,900, this increased his direct interest in the business trust from 0.13 per cent to 0.15 per cent.

His preceding acquisitions were on Feb 28, with 200,000 units acquired at 13.7 cents per unit; Nov 19, with 200,000 units bought at 13.6 cents per unit; and on Sept 10, with 400,000 units bought at 13.1 cents per unit. Prior to his appointment as CEO in Apr 2017, McKinley was the CFO of the trustee-manager, an office he held since the listing of APTT in May 2013.

On May 13, APTT reported revenue of S$73.6 million for its Q1 2022 which was down 1.1 per cent from S$74.4 million in Q1 2021, while Ebitda declined 4.8 per cent to S$43.2 million, on higher operating expenses. Broadband revenue for Q1 2022 recorded 16.5 per cent growth from Q1 2021, with continued increases in subscribers, ARPU and revenue in both S$ and NT$.

APTT is the first listed business trust in Asia focused on pay-TV and broadband businesses, with its current investment mandate to acquire controlling interests in and to own, operate and maintain mature, cash generative pay-TV and broadband businesses in Taiwan, Hong Kong, Japan, and Singapore. Dyna-Mac Holdings

On May 13, Dyna-Mac Holdings executive director and CEO, Lim Ah Cheng acquired 168,000 shares of the company at 14.2 cents per share. With a consideration of S$23,856, this increased Lim’s direct interest in the global multi-disciplinary contractor from 0.18 per cent to 0.19 per cent.

On May 12, Dyna-Mac Holdings reported its revenue increased to S$67.5 million in Q1 2022, from S$41.1 million in Q1 2021, mainly due to higher progress achieved for the projects carried out in Q1 2022. At the same time, Q1 2022 gross profit declined by S$0.2 million to S$5.7 million, from S$5.9 million in Q1 2021, mainly due to additional variation works recognised in Q1 2021.

Lim has more than 20 years of extensive working experience in project management, commercial management, yards operations and design engineering in the Oil and Gas Industries and was a Keppel Corporation Scholarship recipient. Prior to joining Dyna-Mac Holdings, he held various senior management positions in Keppel Offshore and Marine group. Oxley Holdings

Between May 13 and 18, Oxley Holdings executive director and deputy CEO Eric Low See Ching acquired 100,000 shares of the company at an average price of 17.4 cents per share, with a consideration of S$17,435. Low maintains a 28.13 per cent direct interest in the firm and is responsible for the operation of the group including sales and marketing, project development, business development and financial management. He also assists the CEO in charting and executing strategic plans. Inside Insights is a weekly column on The Business Times,<a href="https://www.businesstimes.com.sg/companies-markets/hong-fok-continues-buybacks-as-joint-ceo-raises-stake-0"> </a><a href="https://www.businesstimes.com.sg/companies-markets/uol-trans-china-automotive-frencken-chairmen-raise-stakes">read </a>the original version.
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    Share buyback


For the 5 trading sessions that spanned May 13 to 19, the Straits Times Index (STI) gained 0.8 per cent, with the FTSE China A50 Index adding 0.2 per cent, the Hang Seng Index gaining 2.5 per cent and the FTSE Bursa Malaysia KLCI declining 1.0 per cent.   
Overall, institutions were net buyers of Singapore stocks over the 5 sessions with S$3.4 million of net inflow, following S$145 million of net outflow for the preceding 5 sessions. OCBC, Keppel Corporation, UOB, Singapore Exchange and Singapore Telecommunications led the net institutional inflows for the 5 sessions through to May 19.  Share buybacks

There were 17 primary-listed stocks conducting share buybacks over the 5 sessions ended May 19, with a total consideration of S$67,410,124, down from the S$122.8 million for the preceding 5 sessions.  
After buying back 10 million shares on May 12, CapitaLand Investment bought back another 6,106,600 million shares at an average price of S$3.80 per share, while Keppel Corporation led the consideration tally with 3,689,000 shares bought back at an average price of S$6.69 per share.    Director and substantial shareholder transactions

The 5 trading sessions saw over 100 changes to director interests and substantial shareholdings filed for more than 40 primary-listed stocks. This included 20 company director acquisitions with 2 disposals filed, while substantial shareholders filed 8 acquisitions and 4 disposals.  UOL Group

On May 12, Wee Investments acquired 200,000 shares of UOL Group at an average price of S$6.99 per share. This took the total interest in the company of UOL Group chairman Wee Cho Yaw from 38.29 per cent to 38.32 per cent. It followed Wee Investments’ acquisition of 500,000 shares also at S$6.99 per share between May 10 and 11. Wee also serves as the chairman of UOL Group, United Overseas Insurance, Haw Par Corporation and Singapore Land Group.  Trans-China Automotive Holdings

On May 18, Trans-China Automotive Holdings executive chairman and CEO Francis Tjia acquired 4.0 million shares of the Catalist-listed company at 21.0 cents per share, through Octo Holdings which he wholly owns. With a consideration of S$840,000, this increased his deemed interest in the vehicle dealership group from 77.93 per cent to 78.61 per cent. Tjia has more than 20 years of experience in the industry in China.  Frencken Group

On May 19, Frencken Group non-executive non-independent chairman Gooi Soon Chai acquired 200,000 shares of the company at S$1.15 per share. With a consideration of S$230,000, this took his total interest in the integrated technology solutions company from 23.48 per cent to 23.53 per cent.

It followed his acquisition of 50,000 shares on Mar 11 at S$1.53 per share. He was appointed the group’s chairman in August 2016.

Also, on May 19, Frencken Group president and executive director Dennis Au acquired 200,000 shares of the company at S$1.16 per share. This took his interest from 0.89 per cent to 0.94 per cent. His preceding acquisitions were between Mar 7 and 8, with 150,000 shares acquired at S$1.52 per share.  Chip Eng Seng Corporation

On May 13, Chip Eng Seng Corporation lead independent director Abdul Jabbar bin Karam Din acquired 292,400 shares of the company at 42.0 cents per share. With a consideration of S$122,808, this took his direct interest in the homegrown property development and construction group to 0.04 per cent.

Abdul Jabbar joined the board on Feb 2, 2018 as an independent director and was appointed lead independent director in April 2021. An executive committee partner with Rajah and Tann Singapore, he heads the firm’s corporate and transactional practice. He has more than 25 years’ extensive experience in mergers and acquisitions, joint ventures, employment, banking and finance, general commercial and private client work, both local and international.  Transit-Mixed Concrete

Between May 11 and 12, Transit-Mixed Concrete executive director Lee Sai Sing acquired 833,400 shares at 14.5 cents per share. With a consideration of S$120,843, this increased his direct interest in the provider of concrete pumping services and waste management, from 55.07 per cent to 55.87 per cent. His preceding acquisition was on Dec 21, with 63,400 shares acquired at 13.9 cents per share.

Lee has extensive experience in investing in unlisted and listed Asian equities and serves as independent director at Maxi-Cash Financial Services Corporation. He is involved in advising corporations in restructurings, pre-initial public offerings and initial public offerings and has worked in the fund management industry for many years in major financial institutions like GIC, BNP Paribas Private Bank and Maybank-Kim Eng.

On Apr 27, the company reported that turnover grew by 64 per cent to S$8.24 million for the year ended Feb 28, compared with S$5.01 million in the previous year.  JB Foods

On May 13, JB Foods executive director Goh Lee Beng acquired 192,000 shares of the listed company for a consideration of S$95,040. At 49.5 cents per share, this took Goh’s total interest from 1.59 per cent to 1.65 per cent. JB Cocoa Group Sdn Bhd also maintains a 45.52 per cent interest in JB Foods, of which Goh has a deemed interest. This brings her total interest in JB foods to 47.17 per cent.

With over 25 years of experience in the cocoa business, she is responsible for procurement of raw materials and managing the cocoa trading positions, which includes sourcing of cocoa beans and cocoa ingredients, managing the group’s cocoa hedging book, monitoring world cocoa trends, and marketing of cocoa butter.  Bonvests Holdings

Between May 11 and 17, Bonvests Holdings executive chairman and managing director Henry Ngo acquired 86,300 shares of the company for a consideration of S$82,737, at an average price of 95.9 cents per share.

The acquisition was made though Allsland, which is wholly owned by Ngo and increased his total interest in Bonvests from 83.77 per cent to 83.80 per cent.  Asian Pay Television Trust

On May 17, the CEO of the trustee-manager of Asian Pay Television Trust, Brian McKinley, acquired 300,000 units at 13.3 cents per unit. With a consideration of S$39,900, this increased his direct interest in the business trust from 0.13 per cent to 0.15 per cent.

His preceding acquisitions were on Feb 28, with 200,000 units acquired at 13.7 cents per unit; Nov 19, with 200,000 units bought at 13.6 cents per unit; and on Sept 10, with 400,000 units bought at 13.1 cents per unit. Prior to his appointment as CEO in Apr 2017, McKinley was the CFO of the trustee-manager, an office he held since the listing of APTT in May 2013.

On May 13, APTT reported revenue of S$73.6 million for its Q1 2022 which was down 1.1 per cent from S$74.4 million in Q1 2021, while Ebitda declined 4.8 per cent to S$43.2 million, on higher operating expenses. Broadband revenue for Q1 2022 recorded 16.5 per cent growth from Q1 2021, with continued increases in subscribers, ARPU and revenue in both S$ and NT$.

APTT is the first listed business trust in Asia focused on pay-TV and broadband businesses, with its current investment mandate to acquire controlling interests in and to own, operate and maintain mature, cash generative pay-TV and broadband businesses in Taiwan, Hong Kong, Japan, and Singapore.  Dyna-Mac Holdings

On May 13, Dyna-Mac Holdings executive director and CEO, Lim Ah Cheng acquired 168,000 shares of the company at 14.2 cents per share. With a consideration of S$23,856, this increased Lim’s direct interest in the global multi-disciplinary contractor from 0.18 per cent to 0.19 per cent.

On May 12, Dyna-Mac Holdings reported its revenue increased to S$67.5 million in Q1 2022, from S$41.1 million in Q1 2021, mainly due to higher progress achieved for the projects carried out in Q1 2022. At the same time, Q1 2022 gross profit declined by S$0.2 million to S$5.7 million, from S$5.9 million in Q1 2021, mainly due to additional variation works recognised in Q1 2021.

Lim has more than 20 years of extensive working experience in project management, commercial management, yards operations and design engineering in the Oil and Gas Industries and was a Keppel Corporation Scholarship recipient. Prior to joining Dyna-Mac Holdings, he held various senior management positions in Keppel Offshore and Marine group.  Oxley Holdings

Between May 13 and 18, Oxley Holdings executive director and deputy CEO Eric Low See Ching acquired 100,000 shares of the company at an average price of 17.4 cents per share, with a consideration of S$17,435. Low maintains a 28.13 per cent direct interest in the firm and is responsible for the operation of the group including sales and marketing, project development, business development and financial management. He also assists the CEO in charting and executing strategic plans.  Inside Insights is a weekly column on The Business Times, read the original version.



UOL, Trans-China Automotive & Frencken chairmen raise stakes

<div>
Singaporean property play <a href="https://www.smartkarma.com/entities/singhaiyi-group-ltd" target="_blank" data-smartkarma-citation="entities:19307:1" rel="noopener">SingHaiyi (SHG SP)</a> has announced a <a href="https://links.sgx.com/FileOpen/Offer_Announcement.ashx?App=Announcement&amp;FileID=689919" target="_blank" rel="noopener">voluntary conditional cash Offer</a> from Gordan and Celine Tang, who control 75.56% of shares out. 
</div>
<div>
The Offer Price of S$0.117/share is an 8.3% premium to last close and 0.78x P/NAV. The acceptance condition is 90%, including the Tang's stake, although the Tang's reserve the right to reduce this to 50%. Family members with 2.81% have given an irrecoverable to tender into the Offer taking the accumulated holding to 78.37%. Save for the acceptance condition, the Offer is unconditional in all other respects.
</div>
<div>
This appears a relatively listless Offer premium, however, it pitches SingHaiyi around a multi-year high. The Offer has not been declared final.
The entire construct is reminiscent of the Offer from <a href="https://www.smartkarma.com/entities/guoco-group-ltd" target="_blank" data-smartkarma-citation="entities:5290:1" rel="noopener">Guoco Group Ltd (53 HK)</a> for <a href="https://www.smartkarma.com/entities/gl-ltd" target="_blank" data-smartkarma-citation="entities:2540:1" rel="noopener">GL Ltd (GLL SP)</a> - <a href="https://skr.ma/SdJKh" target="_blank" rel="noopener">GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco</a> - which was successfully completed after terms were bumped. 
</div>
<div>
As always, more below the fold.
</div>


Singaporean property play SingHaiyi (SHG SP) has announced a voluntary conditional cash Offer from Gordan and Celine Tang, who control 75.56% of shares out. 


The Offer Price of S$0.117/share is an 8.3% premium to last close and 0.78x P/NAV. The acceptance condition is 90%, including the Tang's stake, although the Tang's reserve the right to reduce this to 50%. Family members with 2.81% have given an irrecoverable to tender into the Offer taking the accumulated holding to 78.37%. Save for the acceptance condition, the Offer is unconditional in all other respects.


This appears a relatively listless Offer premium, however, it pitches SingHaiyi around a multi-year high. The Offer has not been declared final.
The entire construct is reminiscent of the Offer from Guoco Group Ltd (53 HK) for GL Ltd (GLL SP) - GL Limited (GLL SP): Privatisation Offer Renews Interest In Guoco - which was successfully completed after terms were bumped. 


As always, more below the fold.


SingHaiyi Group (SHG SP): Tang's Conditional Offer

Singapore

Chip Eng Seng Corporation Ltd. is a multinational conglomerate engaged in construction, civil infrastructure, property development, property investment, hospitality, and education. The company provides general building, civil engineering, property development and management, investment property leasing, hotel operations, and education services. It was founded in 1960 and is headquartered in Singapore.

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Chip Eng Seng (CHIP SP)