ETIKA INTERNATIONAL HOLDINGS LIMITED€¦ · 16/04/2007 · ETIKA INTERNATIONAL HOLDINGS LIMITED (Company Registration Number 200313131Z) (Incorporated in the Republic of Singapore)

OFFER INFORMATION STATEMENT DATED 16 APRIL 2007

(Lodged with the Monetary Authority of Singapore on 16 April 2007)

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOUSHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER.

A copy of this offer information statement (“Offer Information Statement”), together with copies of the ProvisionalAllotment Letter (the “PAL”), the Application Form for Rights Shares with Warrants and excess Rights Shares withWarrants (the “ARE”) and the Application Form for Rights Shares with Warrants (the “ARS”), have been lodged withthe Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of thisOffer Information Statement, the PAL, the ARE and the ARS. Lodgment of this Offer Information Statement with theAuthority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal orregulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of theRights Shares (as defined herein), the Warrants (as defined herein) and the New Shares (as defined herein) beingoffered or in respect of which an invitation is made, for investment.

Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) forlisting of, and quotation for the Rights Shares, the Warrants and the New Shares on the Official List of the SGX-STDealing and Automated Quotation System (the “SGX-Sesdaq”). The Rights Shares, the Warrants and the NewShares will be admitted to the Official List of the SGX-Sesdaq and the official listing and quotation of the RightsShares, the Warrants and the New Shares will commence after all the certificates relating thereto have been issuedand the allotment letters from The Central Depository (Pte) Limited (“CDP”) have been despatched.

It should be noted that the Warrants may not be listed and quoted on the SGX-Sesdaq in the event of aninsufficient spread of holdings for the Warrants to provide for an orderly market in the trading of theWarrants. Accordingly, in such event, holders of Warrants will not be able to trade their Warrants on the SGX-Sesdaq.

The SGX-ST assumes no responsibility for the accuracy of any statements made, reports contained and/or opinionsexpressed in this Offer Information Statement. Approval in-principle granted by the SGX-ST for admission to theOfficial List of the SGX-Sesdaq and the listing and quotation of the Rights Shares, the Warrants and the New Shareson the Official List of the SGX-Sesdaq is not to be taken as an indication of the merits of Etika International HoldingsLimited (the “Company”), its subsidiaries, the Rights Issue (as defined herein), the Rights Shares, the Warrants orthe New Shares.

No Rights Shares and/or Warrants shall be allotted or allocated on the basis of this Offer Information Statement laterthan six (6) months after the date of lodgment of this Offer Information Statement.

ETIKA INTERNATIONAL HOLDINGS LIMITED(Company Registration Number 200313131Z)(Incorporated in the Republic of Singapore)

RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE (THE “RIGHTS ISSUE”) OF UP TO 68,652,060 NEWORDINARY SHARES IN THE CAPITAL OF THE COMPANY (“RIGHTS SHARES”) AT AN ISSUE PRICE OFS$0.095 FOR EACH RIGHTS SHARE WITH UP TO 17,163,015 FREE DETACHABLE WARRANTS(“WARRANTS”), EACH WARRANT CARRYING THE RIGHT TO SUBSCRIBE FOR ONE (1) NEW ORDINARYSHARE IN THE CAPITAL OF THE COMPANY (“NEW SHARE”) AT AN EXERCISE PRICE OF S$0.095 FOREACH NEW SHARE, ON THE BASIS OF FOUR (4) RIGHTS SHARES WITH ONE (1) FREE DETACHABLEWARRANT FOR EVERY TEN (10) EXISTING ORDINARY SHARES (AS DEFINED HEREIN) EACH HELD BYSHAREHOLDERS OF THE COMPANY AS AT THE BOOKS CLOSURE DATE, FRACTIONAL ENTITLEMENTSBEING DISREGARDED

Manager

ASIAN CORPORATE ADVISORS PTE. LTD.(Company Registration Number: 200310232R)

(Incorporated in Republic of Singapore)

IMPORTANT DATES AND TIMES

Last date and time for Splitting : 25 April 2007 at 4.45 p.m.

Last date and time for Acceptance and Payment : 2 May 2007 at 4.45 p.m. (9.30 p.m. forapplications through an ATM (as defined herein))

Last date and time for Renunciation and Payment : 2 May 2007 at 4.45 p.m.

Last date and time for Excess Application and Payment : 2 May 2007 at 4.45 p.m. (9.30 p.m. forapplications through an ATM)

Capitalised terms used below which are not otherwise defined herein shall have the meanings ascribedto them under “Definitions” of this Offer Information Statement.

For Entitled Depositors (as defined herein), acceptances of the Rights Shares with Warrantsand/or (if applicable) applications for excess Rights Shares with Warrants may be made throughCDP or by way of Electronic Application (as defined herein) at any ATM of a Participating Bank(as defined herein).

For Entitled Scripholders (as defined herein), acceptances of the Rights Shares with Warrantsand/or (if applicable) applications for excess Rights Shares with Warrants may be made throughthe Share Registrar, Lim Associates (Pte) Ltd.

The existing Shares (as defined herein) of the Company are quoted on the Official List of the SGX-Sesdaq.

Persons wishing to subscribe for the Rights Shares with Warrants offered by this Offer InformationStatement should, before deciding whether to so subscribe, carefully read this Offer InformationStatement in its entirety in order to make an informed assessment, inter alia, of the assets and liabilities,profits and losses, financial position, performance, risk factors and prospects of the Company and theGroup (as defined herein), and the rights and liabilities attaching to the Rights Shares and the Warrants(inter alia its risk factors and liquidity). They should make their own independent enquiries andinvestigations of any bases and assumptions, upon which financial projections, if any, are made orbased, and carefully consider this Offer Information Statement in the light of their personal circumstances(including financial and taxation affairs). It is recommended that such persons seek professional advicefrom their stockbroker, bank manager, solicitor, accountant, financial adviser, tax adviser and otherprofessional adviser before deciding whether to acquire the Rights Shares with Warrants or invest in theCompany.

No person has been authorised to give any information or to make any representations other than thosecontained in this Offer Information Statement in connection with the Rights Issue or the issue of theRights Shares with Warrants and, if given or made, such information or representations must not berelied upon as having been authorised by the Company or the Manager (as defined herein). Save asexpressly stated in this Offer Information Statement, nothing contained herein is, or may be relied uponas, a promise or representation as to the future performance or policies of the Company or the Group.Neither the delivery of this Offer Information Statement, nor the issue of the Rights Shares, the Warrantsand/or the New Shares shall, under any circumstances, constitute a continuing representation, or giverise to any implication, that there has been no change in the affairs of the Company or the Group, or anyof the information contained herein since the date hereof. Where such changes occur after the datehereof and are material, or are required to be disclosed by law and/or the SGX-ST, the Company maymake an announcement of the same to the SGX-ST and, if required, lodge a supplementary orreplacement document with the Authority. All Entitled Shareholders (as defined herein) and theirrenouncees should take note of any such announcement and, upon the release of such announcementor lodgment of such supplementary or replacement document, as the case may be, shall be deemed tohave notice of such changes.

Neither the Company nor the Manager is making any representation to any person regarding the legalityof an investment in the Rights Shares, the Warrants, the New Shares and/or the Shares, by such personunder any investment or any other laws or regulations. No information in this Offer Information Statementshould be considered to be business, legal or tax advice. Each prospective investor should consult hisown professional or other adviser for business, legal or tax advice regarding an investment in the RightsShares, the Warrants, the New Shares and/or the Shares.

The Manager makes no representation, warranty or recommendation whatsoever as to the merits of theRights Issue, the Rights Shares, the Warrants, the New Shares, the Shares, the Company, the Group orany other matter related thereto or in connection therewith. Nothing in this Offer Information Statement orits accompanying documents shall be construed as a recommendation to accept or purchase the RightsShares, the Warrants and/or the New Shares. Prospective subscribers of the Rights Shares, the Warrantsand/or the New Shares should rely on their own investigation of the financial condition and affairs,appraisal and determination of the merits of investing in the Company and the Group and shall bedeemed to have done so.

This Offer Information Statement and its accompanying documents have been prepared solely for thepurpose of the acceptance and subscription of the Rights Shares with Warrants under the Rights Issueand may not be relied upon by any persons, other than the Entitled Shareholders (and their renouncees)to whom it is despatched by the Company, or for any other purpose.

This Offer Information Statement, including the PAL, the ARE and the ARS, may not be used for thepurpose of, and does not constitute, an offer, invitation or solicitation to anyone in any jurisdiction orunder any circumstances in which such an offer, invitation or solicitation is unlawful or not authorised orto any person to whom it is unlawful to make such an offer, invitation or solicitation.

The distribution of this Offer Information Statement and/or its accompanying documents may beprohibited or restricted (either absolutely or subject to various securities requirements, whetherlegal or administrative, being complied with) in certain jurisdictions under the relevant securitieslaws of those jurisdictions. Notwithstanding the above, Shareholders or any other person havingpossession of this Offer Information Statement and/or its accompanying documents are advisedby the Company to inform themselves of and observe such prohibitions and restrictions.

TABLE OF CONTENTS

DEFINITIONS ...................................................................................................................................... 1

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE................................ 9

TRADING ............................................................................................................................................ 11

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS........................................................ 12

TAKE-OVER LIMITS ............................................................................................................................ 13

SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2005.................... 14

ADDITIONAL DISCLOSURE REQUIREMENTS FOR RIGHTS ISSUES UNDER APPENDIX 8.2 OF THE LISTING MANUAL .......................................................................... 65

APPENDIX A - TERMS AND CONDITIONS OF THE WARRANTS UNDER THE DEED POLL ........ A-1

APPENDIX B - PROCEDURES FOR ACCEPTANCE, PAYMENT, SPLITTING, RENUNCIATION AND EXCESS APPLICATION BY ENTITLED SCRIPHOLDERS............................ B-1

APPENDIX C - PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BY ENTITLED DEPOSITORS .................................................................................... C-1

APPENDIX D - ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS THROUGH ATMs OF PARTICIPATING BANKS ........................................................ D-1

APPENDIX E - LIST OF PARTICIPATING BANKS .............................................................................. E-1

DEFINITIONS

For the purpose of this Offer Information Statement, the PAL, the ARE and the ARS, the followingdefinitions apply throughout, unless the context otherwise requires:-

General

“Act” or “Companies Act” : Companies Act, Chapter 50 of Singapore, asamended or modified from time to time

“Approved Bank” : A bank or merchant bank in Singapore selected bythe Directors

“ARE” : Application and acceptance form for Rights Shareswith Warrants and excess Rights Shares withWarrants to be issued to Entitled Depositors inrespect of their provisional allotments of RightsShares with Warrants under the Rights Issue

“ARS” : Application and acceptance form for Rights Shareswith Warrants to be issued to purchasers of theprovisional allotments of Rights Shares with Warrantspursuant to the Rights Issue and traded on the SGX-Sesdaq through the book-entry (scripless) settlementsystem

“Associate” : (a) in relation to an entity, means:

(i) in a case where the entity is a substantialshareholder, controlling shareholder,substantial interest-holder or controllinginterest-holder, its related corporation,related entity, associated company orassociated entity; or

(ii) in any other case:

(A) a director or an equivalent person;

(B) where the entity is a corporation, acontrolling shareholder of theentity;

(C) where the entity is not acorporation, a controlling interest-holder of the entity;

(D) a subsidiary, a subsidiary entity, anassociated company, or anassociated entity; or

(E) a subsidiary, a subsidiary entity, anassociated company, or anassociated entity, of the controllingshareholder or controlling interest-holder, as the case may be, of theentity; and

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(b) in relation to an individual, means:

(i) his immediate family;

(ii) a trustee of any trust of which theindividual or any member of theindividual’s immediate family is:

(A) a beneficiary; or

(B) where the trust is a discretionarytrust, a discretionary object, whenthe trustee acts in that capacity;

(iii) any corporation in which he and hisimmediate family (whether directly orindirectly) have interests in voting sharesof an aggregate of not less than 30% ofthe total votes attached to all votingshares;

“ATM” : Automated teller machine(s) of a Participating Bank

“Authority” : Monetary Authority of Singapore

“Books Closure Date” : 5.00 p.m. on 12 April 2007, being the time and date atand on which the Register of Members and the ShareTransfer Books of the Company are closed todetermine the provisional allotments of EntitledShareholders under the Rights Issue and, in the caseof Entitled Depositors, at and on which date theirprovisional allotments under the Rights Issue aredetermined

“Business Day” : A day (other than Saturday, Sunday or a publicholiday) on which banks, the SGX-ST, CDP and theWarrant Agent are open for business in Singapore

“CDP” : The Central Depository (Pte) Limited

“CPF” : Central Provident Fund

“CPF Approved Bank” : Any bank appointed by the CPF Board to be a bankfor the purposes of the CPF Regulations

“CPF Investment Account” : An account opened by a member of CPF with a CPFApproved Bank from which money may be withdrawnfor, inter alia, payment of the Exercise Price inconnection with the exercise of the Warrants

“CPF Regulations” : The Central Provident Fund (Investment Schemes)Regulations as the same may be modified, amendedor supplanted from time to time

“Closing Date” : 4.45 p.m. on 2 May 2007, or such other time(s) and/ordate(s) as may be announced from time to time by oron behalf of the Company, being the last time anddate for acceptance and/or excess application andpayment, and renunciation and payment of, the Rights

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Shares with Warrants under the Rights Issue throughCDP or the Share Registrar; or 9.30 p.m. on 2 May2007, or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of theCompany, being the last time and date for acceptanceand/or excess application and payment of the RightsShares with Warrants under the Rights Issue throughan ATM of a Participating Bank

“Code” : The Singapore Code on Takeovers and Mergers, asamended or modified from time to time by enactmentthereof

“Company” or “Etika” : Etika International Holdings Limited

“Conditions” : The terms and conditions of the Warrants endorsedon the Warrant Certificate as may from time to timebe modified in accordance with the provisions set outin Appendix A and “Condition” refers to a relativenumbered paragraphs of the Conditions

“Control” : The capacity to dominate decision-making, directly orindirectly, in relation to the financial and operatingpolicies of a company

“Controlling Shareholder” : A person who:-

(a) holds directly or indirectly 15% or more of thenumber of all voting shares in a company; or

(b) in fact exercises Control over a company

“Deed Poll” : The deed poll dated 9 April 2007 executed by theCompany for the purpose of constituting the Warrantsand containing, inter alia, provisions for the protectionof the rights and interests of the Warrantholders

“Depositor” : Means a person being a Depository Agent or a holderof a Securities Account maintained with CDP but doesnot include a holder of a sub-account maintained witha Depository Agent

“Depository Agent” : An entity registered with CDP for the purpose ofmaintaining securities sub-accounts for its ownaccount and for the account of others

“Depository Register” : The register maintained by CDP in respect of theShares and Warrants registered in the name of CDPand held by CDP for the Depositors

“Directors” : The directors of the Company, including alternatedirectors of the Company (if any), for the time being

“Electronic Application” : Acceptance of the Rights Shares with Warrants and (ifapplicable) application for excess Rights Shares withWarrants made through an ATM of one of theParticipating Banks in accordance with the terms andconditions of this Offer Information Statement and the

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relevant procedures for electronic application at ATMsas set out in this Offer Information Statement or onthe ATM screens of the relevant Participating Banks

“Entitled Depositors” : Entitled Shareholders with Shares entered againsttheir names in the Depository Register, maintained byCDP, as at the Books Closure Date

“Entitled Scripholders” : Entitled Shareholders with Shares registered in theirown names as at the Books Closure Date

“Entitled Shareholders” : Shareholders whose registered addresses with theCompany or CDP were in Singapore as at the BooksClosure Date or who had at least five (5) Market Daysprior to the Books Closure Date, provided theCompany or CDP, as the case may be, withaddresses in Singapore for the service of notices anddocuments

“EPS” : Earnings per share

“Exercise Date” : Means in relation to the exercise of any Warrant, theBusiness Day (falling within the Exercise Period) onwhich the applicable conditions described in Condition3 are fulfilled, or if fulfilled on different days, on whichthe last of such conditions is fulfilled PROVIDEDALWAYS THAT if any such Business Day falls on adate when the Register of Members of the Companyis closed, the Exercise Date will be the followingBusiness Day on which such register is open

“Exercise Notice” : Means in relation to any Warrant the relevant form (forthe time being current) for exercising the Warrants,copies of which may be obtained from the Companyor the Warrant Agent

“Exercise Period” : The period during which the Warrants may beexercised commencing on and including the date ofissue of the Warrants and expiring at 5.00 p.m. on the

date immediately preceding the third (3rd) anniversaryof the date of issue of the Warrants, unless such dateis a date on which the Register of Members is closedor is not a Market Day, in which event the Warrantsshall expire on the date prior to closure of theRegister of Members or on the immediately precedingMarket Day, as the case may be (but excluding suchperiod(s) during which the Register of Warrantholdersmay be closed), subject to the terms and conditions ofthe Warrants to be set out in the Deed Poll

“Exercise Price” : The price payable for each New Share upon theexercise of a Warrant which shall be S$0.095, subjectto certain adjustments in accordance with the termsand conditions of the Warrants as set out in the DeedPoll

“Foreign Shareholders” : Shareholders whose registered addresses with theCompany or CDP were outside Singapore as at theBooks Closure Date and who had not, at least five (5)

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Market Days prior to the Books Closure Date,provided to CDP or the Company, as the case maybe, addresses in Singapore for the service of noticesand documents

“FY” : Financial year ended 30 September

“Group” : The Company and its subsidiaries collectively

“Issue Price” : S$0.095 for each Rights Issue

“Last Dealt Price” : Means, in relation to a Share on a relevant MarketDay, the last dealt price per Share for one or moreboard lots of Shares on that Market Day on whichthere is trading of the Shares on the SGX-ST

“Latest Practicable Date” : 9 April 2007, being the latest practicable date prior tothe date of printing of this Offer Information Statement

“Listing Manual” : The listing manual of the SGX-ST, as amended ormodified from time to time

“Manager” : Asian Corporate Advisors Pte. Ltd.

“Market Day” : A day on which the SGX-Sesdaq is open for trading insecurities

“NAV” : Net asset value

“New Shares” : The new Shares to be issued by the Company,credited as fully paid, upon the exercise of theWarrants, subject to and in accordance with the termsand conditions of the Warrants as set out in the DeedPoll

“NNL” : Naturalac Nutrition Limited

“NTA” : Net tangible assets

“Offer Information Statement” : This offer information statement and, where thecontext admits, the PAL, the ARE, the ARS and allaccompanying documents including any supplementaryor replacement document which may be issued by theCompany in connection with the Rights Issue

“Options” : Options to subscribe for Shares granted pursuant tothe Scheme

“Participating Banks” : DBS Bank Ltd (including POSB), Oversea-ChineseBanking Corporation Limited and United OverseasBank Limited and its subsidiary, Far Eastern BankLimited

“PB Group” : Pok Brothers Sdn. Bhd. and its subsidiariescollectively

“PRC” : The People’s Republic of China

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“Provisional Allotment Letter” or “PAL” : The provisional allotment letter issued to an EntitledScripholder setting out the provisional allotment ofRights Shares with Warrants of such EntitledScripholder in connection with the Rights Issue

“Record Date” : In relation to any dividends, rights, allotments or otherdistributions, the date as at the close of business (orsuch other time as may have been notified by theCompany) on which Shareholders must be registeredwith the Company or with CDP, as the case may be,in order to participate in such dividends, rights,allotments or other distributions

“Register of Members” : Register of members of the Company

“Rights Issue” : The renounceable non-underwritten rights issue bythe Company of up to 68,652,060 Rights Shares at anissue price of S$0.095 for each Rights Share with upto 17,163,015 free detachable Warrants, each Warrantcarrying the right to subscribe for one (1) New Shareat an exercise price of S$0.095 for each New Share,on the basis of four (4) Rights Shares with one (1)free detachable Warrant for every ten (10) existingShares held as at the Books Closure Date, fractionalentitlements being disregarded

“Rights Share(s)” : Up to 68,652,060 new Shares to be allotted andissued by the Company pursuant to the Rights Issue

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd

“Scheme” : Etika Employee Share Option Scheme, as may beamended from time to time

“Scripholders” : Shareholders whose Shares are registered in theirown names and whose share certificates are notdeposited with CDP

“Securities Account” : Securities account maintained by a Depositor withCDP but does not include a securities sub-account

“SFA” or “Securities and Futures Act” : Securities and Futures Act, Chapter 289 ofSingapore, as amended or modified from time to time

“SGXNET” : The SGXNET Corporate Announcement System

“SGX-Sesdaq” : SGX-ST Dealing and Automated Quotation System

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” or “Warrant Agent” : Lim Associates (Pte) Ltd

“Shareholders” : Registered holders of Shares except where CDP isthe registered holder, the term “Shareholder” shall, inrelation to such Shares and where the context admits,mean the Depositors whose Securities Accounts arecredited with such Shares

“Shares” : Ordinary shares in the capital of the Company

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“Special Account” : The account maintained by the Company with a bankin Singapore for the purpose of crediting money, paidby exercising Warrantholders in satisfaction of theExercise Price in relation to the Warrants exercised byexercising Warrantholders

“Special Resolution” : Means a resolution passed at a meeting of theWarrantholders duly convened and held and carriedby a majority consisting of not less than three-fourths(3/4th) of the votes cast thereon

“Subscription Form” : Means in relation to any Warrant the relevant form (forthe time being current) for exercising the Warrants,copies of which may be obtained from the Companyor the Warrant Agent

“Subsidiaries” : Means subsidiaries within the meaning of Section 5 ofthe Companies Act (Cap.50) of Singapore for the timebeing of the Company

“Substantial Shareholder” : A person who has an interest of not less that 5% ofthe issued voting shares of a company

“Undertakings” : Irrevocable undertakings dated 26 January 2007given by the Undertaking Shareholders to theCompany as described on Part X section 1 (f) and (g)of this Offer Information Statement

“Undertaking Shareholders” : Messrs Dato’ Jaya J B Tan, Kamal Y P Tan, Tan SanChuan, Kwong Yuen Seng, Khor Sin Kok and MahWeng Choong

“Warrantholders” : Registered holders of Warrants, except where CDP isthe registered holder, the term “Warrantholders” shall,in relation to such Warrants, mean the EntitledDepositors whose Securities Accounts are creditedwith such Warrants

“Warrants” : Up to 17,163,015 free detachable warrants, inregistered form to be issued by the Company togetherwith the Rights Shares pursuant to the Rights Issue,and (where the context so admits) such additionalwarrants as may be required or permitted to be issuedby the Company pursuant to the terms and conditionsof the warrants to be set out in the Deed Poll (anysuch additional warrants to rank pari passu with thewarrants to be issued together with the Rights Sharesand for all purposes to form part of the same series),subject to the terms and conditions to be set out inthe Deed Poll, each warrant entitling the holderthereof to subscribe for one (1) New Share at theExercise Price, subject to the terms and conditions tobe set out in the Deed Poll

“Warrant Agent” : Lim Associates (Pte) Ltd of 3 Church Street #08-01,Samsung Hub, Singapore 049483 or such otherperson, firm or company as for the time beingmaintains in Singapore the Warrant Register and asmay from time to time be appointed by the Companyunder the Warrant Agency Agreement

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“Warrant Certificates” : The certificates (in registered form) to be issued inrespect of the Warrants as from time to time modifiedin accordance with the Conditions

“Warrant Register” : The register of Warrantholders required to bemaintained pursuant to Condition 3.7

Currencies, Units and Others

“A$” and “AUD” : Australian dollars

“NZ$” and “NZD” : New Zealand dollars

“RM” and “RM sen” : Malaysian Ringgit and cents respectively

“$”, “S$”, “SGD” and “cents” : Singapore dollars and cents respectively

“US$” and “USD” : United States dollars

“%” or “per cent.” : Per centum

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed tothem respectively in Section 130A of the Companies Act.

The term “Substantial Shareholder” shall have the same meaning ascribed to it in Section 81 of theCompanies Act.

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

Any reference to a time of day in this Offer Information Statement, the PAL, the ARE or the ARS shall bea reference to Singapore time unless otherwise stated. Any reference to a date and/or time in this OfferInformation Statement, the PAL, the ARE or the ARS in relation to the Rights Issue (including but notlimited to the Closing Date, and the last dates and times for splitting, acceptance and payment,renunciation and payment, and excess application and payment) shall include such other date(s) and/ortime(s) as may be announced from time to time by or on behalf of the Company.

Any reference in this Offer Information Statement to any enactment is a reference to that enactment asfor the time being amended or re-enacted. Any term defined under the Securities and Futures Act, theCompanies Act or the Listing Manual or any statutory or regulatory modification thereof and used in thisOffer Information Statement shall, where applicable, have the meaning assigned to it under theSecurities and Futures Act, the Companies Act or the Listing Manual or such statutory or regulatorymodification thereof, as the case may be, unless otherwise provided.

All discrepancies in the figures included herein between the listed amounts and totals thereof are due torounding. Accordingly, figures shown as totals in this Offer Information Statement may not be anarithmetic aggregation of the figures that precede them.

Any reference to “we”, “us” and “our” in this Offer Information Statement is a reference to the Group orany member of the Group as the context requires.

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ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

1. Entitled Shareholders

Entitled Shareholders are entitled to participate in the Rights Issue and to receive this OfferInformation Statement together with the ARE or the PAL, as the case may be, and otheraccompanying documents at their respective Singapore addresses. Entitled Depositors who do notreceive the AREs may obtain them and this Offer Information Statement from CDP, the ShareRegistrar or any stockbroking firm during the period up to the Closing Date. Entitled Scripholderswho do not receive the PALs may obtain them and this Offer Information Statement from the ShareRegistrar during the period up to the Closing Date.

Entitled Shareholders have been provisionally allotted the Rights Shares with Warrants on thebasis of their shareholdings as at the Books Closure Date. Entitled Shareholders are at liberty toaccept, decline, renounce or trade on the SGX-Sesdaq during the rights trading period prescribedby the SGX-ST their provisional allotments of the Rights Shares with Warrants and are eligible toapply for additional Rights Shares with Warrants in excess of their provisional allotments under theRights Issue.

All dealings in and transactions of the provisional allotments of Rights Shares withWarrants through the SGX-Sesdaq will be effected under the book-entry (scripless)settlement system. Accordingly, the PALs, which are issued to Entitled Scripholders will notbe valid for delivery pursuant to trades done on the SGX-Sesdaq.

2. Foreign Shareholders

This Offer Information Statement and its accompanying documents relating to the Rights Issuehave not been and will not be registered or lodged in any jurisdiction other than in Singapore. Thedistribution of this Offer Information Statement and its accompanying documents may be prohibitedor restricted (either absolutely or subject to various securities requirements, whether legal oradministrative, being complied with) in certain jurisdictions under the relevant securities laws ofthose jurisdictions. For practical reasons and in order to avoid any violation of the securitieslegislations applicable in countries other than in Singapore, where Shareholders may have theirregistered addresses, this Offer Information Statement and its accompanying documents have notbeen and will not be despatched to Foreign Shareholders.

Accordingly, Foreign Shareholders will not be entitled to participate in the Rights Issue. Noprovisional allotment of the Rights Shares with Warrants has been made to ForeignShareholders and no purported acceptance thereof or application therefor by ForeignShareholders will be valid.

This Offer Information Statement and its accompanying documents will also not be despatched topersons purchasing the provisional allotments of the Rights Shares with Warrants through thebook-entry (scripless) settlement system if their registered addresses with CDP are outsideSingapore (the “Foreign Purchasers”). Foreign Purchasers who wish to accept the provisionalallotments of the Rights Shares with Warrants credited to their Securities Accounts should makethe necessary arrangements with their Depository Agents or stockbrokers in Singapore. TheCompany further reserves the right to reject any acceptances of the Rights Shares with Warrantsand/or any applications for excess Rights Shares with Warrants where it believes that suchacceptances or applications may violate the applicable legislation of any jurisdiction.

If it is practicable to do so, arrangements may, at the discretion of the Company, be made for theprovisional allotments of Rights Shares with Warrants which would otherwise have beenprovisionally allotted to Foreign Shareholders, to be sold “nil paid” on the SGX-Sesdaq as soon aspracticable once dealings in the provisional allotments of Rights Shares with Warrants commence.Such sales will, however, only be effected if the Company, in its absolute discretion, determinesthat a premium can be obtained from such sales, after taking into account the relevant expensesto be incurred in relation thereto.

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The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled andthereafter distributed to Foreign Shareholders in proportion to their respective shareholdings or, asthe case may be, the number of Shares entered against their names in the Depository Register asat the Books Closure Date and sent to them BY ORDINARY POST at their OWN RISK, providedthat where the amount of net proceeds to be distributed to any single Foreign Shareholder is lessthan S$10.00, the Company shall be entitled to retain or deal with such net proceeds as theDirectors may, in their absolute discretion, deem fit in the interests of the Company and no ForeignShareholder shall have any claim whatsoever against the Company or the Manager or the CDP inconnection therewith.

Where such provisional allotments of Rights Shares with Warrants are sold “nil-paid” on the SGX-Sesdaq, they will be sold at such price or prices as the Company, may in its absolute discretion,decide and no Foreign Shareholder shall have any claim whatsoever against the Company, theManager or CDP in respect of such sales or the proceeds thereof, the provisional allotments ofRights Shares with Warrants or the Rights Shares with Warrants represented by such provisionalallotments.

If such provisional allotments of Rights Shares with Warrants cannot be or are not sold on theSGX-Sesdaq as aforesaid for any reason by such time as the SGX-ST shall have declared to bethe last day for trading in the provisional allotments of Rights Shares with Warrants, the RightsShares with Warrants represented by such provisional allotments will be allotted and issued tosatisfy excess applications or disposed of or dealt with in such manner as the Directors may, intheir absolute discretion, deem fit in the interests of the Company and no Foreign Shareholdershall have any claim whatsoever against the Company or CDP in connection therewith.

Shareholders should note that the special arrangements described above will apply only to ForeignShareholders.

Notwithstanding the above, Shareholders and any other person having possession of thisOffer Information Statement and/or its accompanying documents are advised to informthemselves of and to observe any legal requirements applicable thereto. No person in anyterritory outside Singapore receiving this Offer Information Statement and/or itsaccompanying documents may treat the same as an offer, invitation or solicitation tosubscribe for any Rights Shares with Warrants unless such offer, invitation or solicitationcould lawfully be made without violating any regulatory or legal requirements in suchterritories.

The Rights Shares with Warrants which are not otherwise taken up or allotted for any reason shallbe used to satisfy excess Rights Shares with Warrants applications as the Directors may, in theirabsolute discretion, deem fit.

Fractional entitlements to the Rights Shares with Warrants will be disregarded in arriving atShareholders’ allotments and will together with provisional allotments which are not taken up orallotted for any reason be aggregated and used to satisfy excess Rights Shares with Warrantsapplications as the Directors may, in their absolute discretion, deem fit. In the allotment of excessRights Shares with Warrants, preference will be given to Shareholders for rounding of odd lots andSubstantial Shareholders and Directors will rank last in priority.

The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/orsales of the provisional allotments of Rights Shares with Warrants and for the application forexcess Rights Shares with Warrants, including the different modes of acceptances or applicationand payment are contained in Appendices B to E of this Offer Information Statement and in thePAL, the ARE and the ARS.

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TRADING

Upon listing and quotation on the Official List of the SGX-Sesdaq, the Rights Shares, the Warrants andthe New Shares will be traded under the book-entry (scripless) settlement system. All dealings in andtransactions (including transfers) of the Rights Shares, the Warrants and the New Shares effectedthrough the SGX-Sesdaq and/or CDP shall be made in accordance with the “Terms and Conditions forOperation of Securities Accounts with CDP”, as the same may be amended from time to time. Copies ofthe above are available from CDP.

To facilitate scripless trading, Entitled Scripholders and their renouncees who wish to acceptRights Shares with Warrants provisionally alloted to them and (if applicable) apply for the excessRights Shares with Warrants, and who wish to trade the Rights Shares or Warrants issued to themon the SGX-Sesdaq under the book-entry (scripless) settlement system should open and maintainSecurities Accounts with CDP in their own names if they do not already maintain such SecuritiesAccounts in order that the number of Rights Shares and Warrants and, if applicable, such numberof the excess Rights Shares and Warrants that may be allotted to them may be credited by CDPinto their Securities Accounts. Entitled Scripholders and their renouncees who wish to accept theRights Shares with Warrants and/or apply for excess Rights Shares with Warrants and have theirRights Shares and Warrants credited into their Securities Accounts must fill in their SecuritiesAccount numbers and/or National Registration Identity Card (“NRIC”)/passport numbers (forindividuals) or registration numbers (for corporations) in the relevant forms comprised in thePAL. Entitled Scripholders and their renouncees who fail to fill in their Securities Accountnumbers and/or NRIC/passport numbers (for individuals) or registration numbers (forcorporations) or who provide incorrect or invalid Securities Account numbers and/orNRIC/passport numbers (for individuals) or registration numbers (for corporations) or whoseparticulars provided in the forms comprised in the PAL differ from those particulars in theirSecurities Accounts currently maintained with CDP will be issued physical Share certificates intheir own names for the Rights Shares allotted to them and if applicable, the excess RightsShares allotted to them and the Warrant certificates for Warrants allotted to them and ifapplicable, the excess Warrants allotted to them. Such physical Share certificates and the Warrantcertificates, if issued, will be forwarded to them BY ORDINARY POST at their OWN RISK, but willnot be valid for delivery pursuant to trades done on the SGX-Sesdaq under the book entry(scripless) settlement system, although they will continue to be prima facie evidence of legal title.

If an Entitled Scripholder’s address stated in the PAL is different from his address registered with CDP, hemust inform CDP of his updated address promptly, failing which the notification letter on successfulallotment and other correspondence will be sent to his address last registered with CDP.

A holder of physical certificates, or an Entitled Scripholder who has not deposited his Share or Warrantcertificates with CDP but wishes to trade on the SGX-Sesdaq, must deposit his Share or Warrantscertificate with CDP, together with the duly executed instruments of transfer in favour of CDP, and havehis Securities Account credited with the number of Rights Shares and Warrants or existing Shares, asthe case may be, before he can effect the desired trade.

In the event that permission is not granted by the SGX-ST for the listing of and quotation for theWarrants due to insufficient spread of holdings for the Warrants to provide for an orderly marketin the trading of the Warrants, the Company shall nevertheless proceed and complete the RightsIssue. Pursuant to the Listing Manual, SGX-ST normally requires a sufficient spread of holdingsto provide an orderly market in the securities and as a guide the SGX-ST expects at least 100warrant holders for a class of company warrants. Accordingly, holders of Warrants will not be ableto trade their Warrants on the SGX-Sesdaq if there is an insufficient spread of holdings for theWarrants.

Shareholders should note that most counters on the SGX-Sesdaq trade in lot sizes of 1,000shares and/or warrants.

Following the Rights Issue, Shareholders who hold odd lots of the Rights Shares, the Warrantsand the New Shares (ie. less than 1,000 Shares or Warrants) and who wish to trade in odd lots onthe SGX-Sesdaq should note that the Unit Share Market has been set up to allow the trading ofodd lots.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Information Statement, statements made in press releases and oralstatements that may be made by the Company or its officers, Directors or employees acting on its behalf,that are not statements of historical fact, constitute “forward-looking statements”. Some of thesestatements can be identified by words that have a bias towards the future or are forward-looking such as“anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”,“probable”, “project”, “should”, “will” and “would” or similar words. However, these words are not theexclusive means of identifying forward-looking statements. All statements regarding the Group’s expectedfinancial position, business strategy, plans and future prospects of the Group’s industry are forward-looking statements. These forward-looking statements, including statements as to the Group’s revenueand profitability, prospects, future plans and other matters discussed in this Offer Information Statementregarding matters that are not historical facts, are only predictions. These forward-looking statementsinvolve known and unknown risks, uncertainties and other factors that may cause the Group’s actual,future results, performance or achievements to be materially different from any future results,performance or achievements expected, expressed or implied by such forward-looking statements.

Given the risks, uncertainties and other factors that may cause the Group’s actual future results,performance or achievements to be materially different from that expected, expressed or implied by theforward-looking statements in this Offer Information Statement, undue reliance must not be placed onthese statements. The Group’s actual results may differ materially from those anticipated in theseforward-looking statements. Neither the Company nor the Manager nor any other person represents orwarrants that the Group’s actual future results, performance or achievements will be as discussed inthose statements.

Further, the Company and the Manager disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflectfuture developments, events or circumstances for any reason, even if new information becomes availableor other events occur in the future. Where such developments, events or circumstances occur after thelodgment of this Offer Information Statement with the Authority but before the Closing Date and arematerial, or are required to be disclosed by law and/or the SGX-ST, the Company may make anannouncement of the same to SGX-ST and, if required, lodge a supplementary or replacementdocument with the Authority. The Company is also subject to the provisions of the Listing Manualregarding corporate disclosure.

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TAKE-OVER LIMITS

The Code regulates the acquisition of ordinary shares of public companies including the Company.Unless exempted, any person acquiring an interest, either on his own or together with parties acting inconcert with him, in 30% or more of the voting rights in the Company or if such person holds, either onhis own or together with parties acting in concert with him, between 30% to 50% (both inclusive) of thevoting rights in the Company, and acquires additional Shares representing more than 1% in the Companyin any six-month period, must extend a take-over offer for the remaining Shares in the Company inaccordance with the provisions of the Code.

Shareholders who are in doubt as to their obligations, if any, to make a mandatory take-over offerunder the Code as a result of any acquisition of Rights Shares pursuant to the Rights Issue or theacceptance of the provisional allocation of Rights Shares or the application for excess RightsShares or the exercise of the Warrants, should consult the Securities Industry Council and/ortheir professional advisers.

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SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES (OFFERS OFINVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2005

PART II (IDENTITY OF DIRECTORS, ADVISERS AND AGENTS)

1. Provide the names and addresses of the Directors of the Company.

Name of Directors Address

Dato’ Jaya J B Tan : 27 Bangsar Hill, Jalan Medang SeraiOff Jalan Medang KapasBukit Bandaraya Bangsar59100 Kuala Lumpur, Malaysia

Kamal Y P Tan : 21, Lengkok Setia BudiDamansara Heights50490 Kuala Lumpur, Malaysia

Mah Weng Choong : No. 9 Lorong Kemaris 6 Bukit Bandaraya59100 Kuala Lumpur, Malaysia

Khor Sin Kok : No. 69 Jalan SS22/27A, 47400 Petaling Jaya Malaysia

Teo Chee Seng : 24E Brighton AvenueSingapore 559264

John Lyn Hian Woon : 28 Wilby Road #07-37TessarinaSingapore 276309

Tan Yet Meng : 12 Lorong Kemaris 3Bukit Bandaraya59100 Kuala Lumpur, Malaysia

Tan San Chuan : 12 Lorong Kemaris 3Bukit Bandaraya59100 Kuala Lumpur, Malaysia

2. Provide the names and addresses of the issue manager, the underwriter and the legaladviser to the Rights Issue, if any.

Managers to the Rights Issue : Asian Corporate Advisors Pte. Ltd.80 Robinson Road #10-01ASingapore 068889

Underwriter : NIL

Legal Adviser to the Rights Issue : Stamford Law Corporation9 Raffles Place #32-00Republic PlazaSingapore 048619

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3. Provide the names and addresses of the registrars, transfer agents and receiving bankersfor the Rights Issue, where applicable.

Share Registrar and Warrant Agent : Lim Associates (Pte) Ltd3 Church Street #08-01Samsung HubSingapore 049483

Receiving Bankers : United Overseas Bank Limited80 Raffles Place, UOB PlazaSingapore 048624

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PART III (OFFER STATISTICS AND TIMETABLE)

1. For each method of offer, state the number of the securities being offered.

Method of offers : Renounceable non-underwritten Rights Issue of RightsShares with free detachable Warrants

Basis of Allotment : Four (4) Rights Shares with one (1) free detachable Warrantfor every ten (10) existing Shares held by EntitledShareholders as at the Books Closure Date, fractionalentitlements to be disregarded

Number of Rights Shares : Up to 68,652,060

Number of Warrants : Up to 17,163,015

2. Provide the information referred to in paragraphs 3 to 7 of this Part to the extent applicableto:-

(a) the offer procedure; and

(b) where there is more than one group of targeted potential investors and the offerprocedure is different for each group, the offer procedure for each group of potentialinvestors.

See below.

3. State the time at, date on, and period during which the offer will be kept open, and the nameand address of the person to whom the purchase or subscription applications are to besubmitted. If the exact time, date or period is not known on the date of lodgment of the offerinformation statement, describe the arrangements for announcing the definitive time, dateor period. State the circumstances under which the offer period may be extended orshortened, and the duration by which the period may be extended or shortened. Describethe manner in which any extension or early closure of the offer period shall be made public.

Entitled Shareholders who have been provisionally allotted Rights Shares with Warrants are atliberty to accept, decline, renounce or trade their provisional allotments on the SGX-Sesdaq.

The offer will be open from 17 April 2007 up to (a) 4.45 p.m. on 2 May 2007 if acceptances of theRights Shares with Warrants are made through CDP in accordance with the applicable ARE, ARSor PAL; or (b) up to 9.30 p.m. on 2 May 2007 if acceptances of the Rights Shares with Warrantsare made through the ATM of a Participating Bank. The important dates and times for the RightsIssue of Rights Shares with Warrants are as follows:

Last date and time for Splitting : 25 April 2007 at 4.45 p.m.

Last date and time for Acceptance and Payment : 2 May 2007 at 4.45 p.m. (9.30p.m. for applications through anATM)

Last date and time for Renunciation and Payment : 2 May 2007 at 4.45 p.m.

Last date and time for Excess Application and Payment : 2 May 2007 at 4.45 p.m. (9.30p.m. for applications through anATM)

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The above timetable may be subject to such modifications as the Company may, in consultationwith the Manager and with the approval of the SGX-ST, decide, subject to any limitation under anyapplicable laws. As at the Latest Practicable Date, the Company does not expect the abovetimetable to be modified. The Company will publicly announce any modification to the timetable orthe Closing Date, through a SGXNET announcement to be posted on the internet at the SGX-ST’swebsite http://www.sgx.com.sg.

Acceptances should be made in the manner set out in this Offer Information Statement as well asthe applicable ARE, ARS or PAL to the persons named therein, that is:

(a) in the case of Entitled Depositors, to THE CENTRAL DEPOSITORY (PTE) LIMITED, byhand to 4 SHENTON WAY #02-01, SGX CENTRE 2, SINGAPORE 068807, or by post, atthe Entitled Depositor’s OWN RISK, in the enclosed self-addressed envelope to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THE CENTRAL DEPOSITORY (PTE)LIMITED, ROBINSON ROAD POST OFFICE P.O. BOX 1597, SINGAPORE 903147; or

(b) in the case of Entitled Scripholders, to ETIKA INTERNATIONAL HOLDINGS LIMITED C/OTHE SHARE REGISTRAR LIM ASSOCIATES (PTE) LTD at 3 CHURCH STREET, #08-01SAMSUNG HUB, SINGAPORE 049483.

For the procedures as well as terms and conditions applicable to Electronic Application through anATM of one of the Participating Banks, please refer to Appendices D and E.

It is not anticipated that the period for which the Rights Issue will be kept open will be extended orshortened. An announcement will be made via SGXNET if there are any such changes.

Please refer to Appendices B to E of this Offer Information Statement, the PAL, the ARE and theARS for details of the procedures for, and the terms and conditions applicable to, acceptance,renunciation and/or sales of the provisional allotments of Rights Shares with Warrants, paymentand excess application of the Rights Shares with Warrants under the Rights Issue.

4. State the method and time limit for paying up for the securities and, where payment is to bepartial, the manner in which, and dates on which, amounts due are to be paid.

All payments for Rights Shares with Warrants and excess Rights Shares with Warrants must bemade either:

(a) by way of Electronic Application through an ATM of a Participating Bank in the case ofEntitled Depositors; or

(b) if the application for Rights Shares with Warrants and/or excess Rights Shares withWarrants, as the case may be, is made by sending the relevant completed ARE or ARS tothe CDP, then remittance must be attached to the completed ARE or ARS, as the case maybe, in Singapore dollars in the form of a Banker’s Draft or Cashier’s Order drawn on a bankin Singapore for the full amount payable to “CDP – ETIKA RIGHTS ISSUE ACCOUNT” andcrossed “NOT NEGOTIABLE, A/C PAYEE ONLY”. The applicant’s or the EntitledDepositor’s name and Securities Account number must be clearly written in block letters onthe reverse side of the Banker’s Draft or Cashier’s Order, as the case may be, in the case ofEntitled Depositors; or

(c) in the manner as prescribed in this Offer Information Statement and the PAL for entitledscripholders.

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The last date and time for acceptances, application for excess Rights Shares with Warrants andpayment for Rights Shares with Warrants and/or excess Rights Shares with Warrants is on 2 May2007 at 4.45 p.m. or, in the case of acceptance and/or excess application and payment through anATM of a Participating Bank, on 2 May 2007 at 9.30 p.m.

The detailed procedures for, and the terms and conditions applicable to, acceptances, renunciationand/or sales of the provisional allotments of Rights Shares with Warrants and for the application forexcess Rights Shares with Warrants, including the different modes of acceptances or applicationand payment are contained in Appendices B to E of this Offer Information Statement and in thePAL, the ARE and the ARS.

5. State, where applicable, the methods of and time limits for -

(a) the delivery of the documents evidencing title to the securities being offered(including temporary documents of title, if applicable) to subscribers or purchasers;and

(b) the book-entry transfers of the securities being offered in favour of subscribers orpurchasers.

The Rights Shares with Warrants will be provisionally allotted to Entitled Shareholders on or about17 April 2007 by crediting the provisional allotments to Entitled Depositors or through the despatchof the PALs to Entitled Scripholders.

In the case of Entitled Scripholders with valid acceptances of Rights Shares with Warrants andsuccessful applications for excess Rights Shares with Warrants, if, inter alia, an incorrect or invalidSecurities Account number is furnished, physical share certificates and warrant certificates will bedespatched to such subscribers within ten (10) days from the Closing Date, at their OWN RISK,BY ORDINARY POST.

In the case of Entitled Depositors with valid acceptances of Rights Shares with Warrants andsuccessful applications for excess Rights Shares with Warrants, the certificates in respect of theRights Shares and Warrants are expected to be despatched within ten (10) days from the ClosingDate directly to CDP and CDP will thereafter credit such number of Rights Shares and Warrants tothe relevant Securities Account. CDP will send to Entitled Depositors, a notification letter, showingthe number of Rights Shares and Warrants credited to the relevant Securities Accounts of suchEntitled Depositors.

Please refer to Appendices B to E of this Offer Information Statement for further details.

6. In the case of any pre-emptive rights to subscribe for or purchase the securities beingoffered, state the procedure for the exercise of any right of pre-emption, the negotiability ofsuch rights and the treatment of such rights which are not exercised.

Not applicable.

7. Provide a full description of the manner in which results of the allotment or allocation of thesecurities are to be made public and, where appropriate, the manner for refunding excessamounts paid by applicants (including whether interest will be paid).

The Company will publicly announce the results of the allotment or the allocation of the RightsShares with Warrants, as soon as it is practicable after the Closing Date through a SGXNETannouncement to be posted on the internet at the SGX-ST’s website http://www.sgx.com.sg.

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In the case of applications for excess Rights Shares with Warrants, if a Shareholder applies forexcess Rights Shares with Warrants but no excess Rights Shares with Warrants are allotted to thatShareholder, or if the number of Excess Rights Shares with Warrants allotted to that Shareholderis less than the number applied for, the amount paid on application, or the surplus applicationmonies, as the case may be, will be refunded to the relevant Shareholder by CDP on behalf of theCompany (where acceptance and/or application is through CDP) or the Company without interestor any share of revenue or other benefit arising there from within fourteen (14) days after the lastdate for acceptance, excess application and payment for the Rights Shares with Warrants on 2May 2007 by any one or a combination of the following:

(a) by crediting the relevant Shareholder’s bank account with the relevant Participating Bank(where acceptance and/or application is through Electronic Application) at the Shareholder’sOWN RISK if the Shareholder applied by way of Electronic Application through an ATM, thereceipt by such bank being a good discharge to the Company and CDP of their obligations,if any, thereunder; and/or

(b) by means of a crossed cheque drawn on a bank in Singapore (where acceptance and/orapplication is through CDP or the Share Registrar) and sent BY ORDINARY POST at therelevant Shareholder’s OWN RISK to the Shareholder’s mailing address as maintained withCDP or the Share Registrar, as the case may be.

The details of refunding excess amounts paid by applicants are contained in Appendices B to E ofthis Offer Information Statement and in the PAL, the ARE and the ARS.

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PART IV (KEY INFORMATION)

1. In the same section, provide the information set out in paragraphs 2 to 7 of this Part.

See below.

2. Disclose the estimated amount of the proceeds from the offer (net of the estimated amountof expenses incurred in connection with the offer) (referred to in this paragraph andparagraph 3 of this Part as the net proceeds). Where only a part of the net proceeds will goto the relevant entity, indicate the amount of the net proceeds that will be raised by therelevant entity. If none of the proceeds will go to the relevant entity, provide a statement ofthat fact.

The estimated net proceeds (“Net Proceeds”) of the Rights Issue, after deducting estimatedexpenses, are expected to be a minimum of approximately S$3.7 million (assuming only theUndertaking Shareholders subscribe for the Rights Shares with Warrants pursuant to theirUndertakings) and a maximum of approximately S$6.4 million (assuming the full subscription of allthe Rights Shares with Warrants to be issued) before the exercise of the Warrants.

3. Disclose how the net proceeds raised by the relevant entity from the offer will be allocatedto each principal intended use. If the anticipated proceeds will not be sufficient to fund allof the intended uses, disclose the order of priority of such uses, as well as the amount andsources of other funds needed. Disclose also how the proceeds will be used pending theireventual utilisation for the proposed uses. Where specific uses are not known for anyportion of the proceeds, disclose the general uses for which the proceeds are proposed tobe applied. Where the offer is not fully underwritten on a firm commitment basis, state theminimum amount which, in the reasonable opinion of the directors or equivalent persons ofthe relevant entity, must be raised by the offer of securities.

Depending on the amount of the proceeds received from the Rights Issue, the Company intends toutilise the Net Proceeds (with the lower amounts as described in each of (a) and (b) below, in theevent that only the Undertaking Shareholders subscribe for their Rights Shares with Warrantspursuant to their Undertakings and none of other Entitled Shareholders subscribe for any RightsShares with Warrants) as follows:

(a) repayment of its subsidiaries’ borrowings from banks of about S$2.0 million to S$3.3 million;

(b) about S$1.2 million to S$2.0 million for the expansion of the Groups’ business, which mayinclude but are not limited to the development of new product lines and penetration into newgeographical markets; and

(c) the balance, if any, for working capital purposes.

As and when any material amount of the Net Proceeds is deployed, the Company will make thenecessary announcements and subsequently provide a status report on the use of such NetProceeds in its annual report. Pending the deployment of the Net Proceeds for the uses identifiedabove, the Net Proceeds may be placed as deposits with financial institutions or invested in short-term money markets or debt instruments or for any other purposes on a short-term basis as theDirectors may deem fit.

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As and when the Warrants are exercised, the proceeds arising therefrom may, at the discretion ofthe Directors, be applied towards repayment of the Group’s borrowings, investment purposes,working capital and/or such other purposes as the Directors may deem fit.

The Rights Issue is not underwritten in view of the Undertakings and the reasons as described inPart X Sections 1(f) and (g) of this Offer Information Statement. In the reasonable opinion of theDirectors, a minimum of approximately S$3.7 million must be raised by the Rights Issue.

4. For each dollar of the proceeds from the offer that will be raised by the relevant entity, statethe estimated amount that will be allocated to each principal intended use and theestimated amount that will be used to pay for expenses incurred in connection with theoffer.

Based on the intended use of the proceeds from the Rights Issue as described in Part IV Section3 and assuming the maximum Net Proceeds of approximately S$6.4 million (on the assumptionthat all the Rights Shares with Warrants to be issued are subscribed for) as described in Part IVSection 2 of this Offer Information Statement, for each dollar of the gross proceeds from the RightsIssue, the estimated amount that will be allocated for each principal intended use and theestimated amount that will be used to pay for expenses incurred in connection with the RightsIssues are as follows:

For each dollar of gross proceeds raised S$

Repayment of subsidiaries’ borrowings from banks 0.51

Expansion of the Group’s business 0.31

Working capital purposes 0.16

Estimated expenses 0.02

5. If any of the proceeds to be raised by the relevant entity will be used, directly or indirectly,to acquire or refinance the acquisition of an asset other than in the ordinary course ofbusiness, briefly describe the asset and state its purchase price. If the asset has been orwill be acquired from an interested person of the relevant entity, identify the interestedperson and state how the cost to the relevant entity is or will be determined.

The net proceeds from the Rights Issue will not be used, directly or indirectly, to acquire orrefinance the acquisition of an asset other than in the ordinary course of business.

6. If any of the proceeds to be raised by the relevant entity will be used to finance or refinancethe acquisition of another business, briefly describe the business and give information onthe status of the acquisition.

The net proceeds from the Rights Issue will not be used to finance or refinance the acquisition ofanother business.

7. If any material part of the proceeds to be raised by the relevant entity will be used todischarge, reduce or retire the indebtedness of the relevant entity or, if the relevant entity isthe holding company or holding entity of a group, of the group, describe the maturity ofsuch indebtedness and, for indebtedness incurred within the past year, the uses to whichthe proceeds giving rise to such indebtedness were to put.

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Depending on the amount of the proceeds received, the Company intends to utilise about S$2.0million to S$3.3 million of the Net Proceeds from the Rights Issue for repayment of the bankborrowings of its subsidiaries.

As at the Latest Practicable Date, the Group intends to repay the bank borrowings of itsSubsidiaries, and these borrowings were not incurred within one (1) year from the date oflodgment of this Offer Information Statement.

8. In the section containing the information referred to in paragraphs 2 to 7 of this Part or inan adjoining section, disclose the amount of discount or commission agreed upon betweenthe underwriters or other placement or selling agents in relation to the offer and the personmaking the offer. If it is not possible to state the amount of discount or commission, themethod by which it is to be determined must be explained.

Not applicable, as there are no underwriters or placement or selling agents in relation to the RightsIssue of Rights Shares with Warrants.

9(a) State the address and telephone and facsimile numbers of the relevant entity’s registeredoffice and principal place of business (if different from those of its registered office)

Registered office address : 3 Church Street#08-01 Samsung HubSingapore 049483

Principal place of business : 20 Maxwell Road#12-05 Maxwell HouseSingapore 069113

Telephone : (65) 6536 5355

Facsimile : (65) 6536 1360

9(b) State the nature of the operations and principal activities of the relevant entity or, if it is theholding company or holding entity of a group, of the group

The Company is an investment holding company. Through its subsidiaries, the principal activities ofthe Group are in the manufacture and the distribution of dairy products, wholesaling anddistribution of frozen food and other food provisions, butchery & bakery business, sports nutritionand health food supplements. The Group’s operations are located in several geographical locationsin Asia, Australia and New Zealand. The Group’s principal manufacturing facilities are located inMalaysia.

9(c) State the general development of the business from the beginning of the period comprisingthe 3 most recent completed financial years to the latest practicable date, indicating anymaterial change in the affairs of the relevant entity or the group, as the case may be, since –

(i) the end of the most recent completed financial year for which financial statements ofthe relevant entity have been published; or

(ii) the end of any subsequent period covered by interim financial statements, if interimfinancial statements have been published.

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Significant developments in FY 2004

March 2004 The Company commenced production for a line ofevaporated milk.


December 2004 The Company was listed on the SGX-Sesdaq via an initialpublic offering which raised net proceeds of approximatelyS$8.1 million by issuing 43 million ordinary shares at S$0.21each.

April 2005 The Company incorporated a subsidiary in Labuan,Malaysia, known as Etika Capital (Labuan) Inc. (“ECL”). Theauthorised capital of ECL is US$10,000 divided into 10,000ordinary shares of US$1 each whilst its paid-up sharecapital is US$2 comprising 2 ordinary shares of US$1 eachfully paid. The principal activity of ECL is that of relating tothe holding of loans granted to its related company(ies).

May 2005 The Company acquired 2 ordinary shares of RM1 each fullypaid, representing 100% equity in the share capital ofWangsani Holdings Sdn. Bhd. (“WHSB”), a companyincorporated in Malaysia on 3 May 2005, for a totalconsideration of RM2. The principal activity of WHSB is thatof relating to the acquisitions of Pok Brothers Group. WHSBsubsequently changed its name to Etika Foods (M) Sdn.Bhd. (“EFSB”).


October 2005 The Company incorporated a subsidiary in Singapore knownas Etika Brands Pte Ltd (“EBPL”). The authorised capital is100,000,000 divided into 100,000,000 ordinary shares of $1whilst its paid-up capital is S$1 comprising 1 ordinary sharesof S$1 each fully paid. The principal activity of EBPL is thatof relating to the holding of intellectual property rights ownedby the companies within the Group.

December 2005 The Company acquired 2 ordinary shares of RM1 each,representing 100% equity in the share capital of WangsarinSdn. Bhd. (“WSB”) for a total consideration of RM2. Theprincipal activity of WSB is the provision of internationalprocurement services for the Group. WSB subsequentlychanged its name to Etika Global Resources Sdn. Bhd.(“EGRSB”) in March 2006.

January 2006 The Company subscribed for 499,998 new ordinary sharesof RM1 each in the share capital of its wholly-ownedsubsidiary, EFSB, at an issue price of RM1 per share. Priorto the subscription, the Company held 2 ordinary shares inthe share capital. As a result of the subscription, the issuedand paid-up capital was increased from RM2 to RM500,000and effective equity interest of the Company remains at100%.

February 2006 EFSB completed the acquisition of entire issued and paid-upshare capital of Pok Brothers Sdn. Bhd. (“PB Group”). Theconsideration for the 4,000,000 ordinary shares of RM1each is RM22,500,000. PB Group is an established group ofcompanies which are engaged in the wholesale of foodstuff,

23

provisions and frozen meat in Malaysia. The acquirees havea strong presence in the industry, particularly the up-marketsegment of the hospitality and consumer-based foodindustry such as hotels, restaurants and super/hypermart.

The Company acquired 2 ordinary shares of RM1 each fullypaid, representing 100% equity in the share capital ofEureka Capital Sdn. Bhd. (“ECSB”), for a total considerationof RM2. The principal activity is that of general trading.

March 2006 The Company acquired 2 ordinary shares of RM1 each fullypaid, representing 100% equity in the share capital ofDeliset Sdn. Bhd. (“DSB”), for a total consideration of RM2.The principal activity is that of general trading. DSB changedits name to Etika Foods Marketing Sdn. Bhd. (“EFMSB”) inApril 2006.

July 2006 The Company established a subsidiary, PT Etika Marketingin Indonesia. The authorised share capital of PT EtikaMarketing is US$400,000 divided into 4,000 ordinary sharesof US$100 each whilst its paid-up share capital isUS$100,000 comprising 1,000 ordinary share of US$100each fully paid.

September 2006 The Company, through its wholly-owned subsidiary, Etika(NZ) Limited, entered into a sale and purchase agreementwith Fonterra Brands Investments (NZ) Limited to acquire100% stake in NNL for a cash consideration ofNZ$7,800,000, subject to the adjustments set out under thesale and purchase agreement.

Material changes between 30 September 2006 and Latest Practicable Date

October 2006 The Company incorporated a wholly-owned subsidiary inLabuan, Malaysia, known as Etika Foods International Inc.(“EFI”). EFI is an investment holding company with anauthorised capital of US$10,000 divided into 10,000 ordinaryshares of US$1 and a paid-up share capital of US$2comprising 2 ordinary shares of US$1 fully paid.

November 2006 The Company subscribed for additional ordinary shares inthe wholly-owned subsidiaries, namely, EFMSB andEGRSB. The total consideration for the investment wasRM599,996 (or approximately S$255,904.29 based on theexchange rate of S$0.42651 to RM1 as at 21 November2006) and was arrived based on the par value of the shares.

January 2007 The Company entered into a share sale and subscriptionagreement with Mr. Yong Weng Chye to acquire 65% of theenlarged issued and paid-up share capital of M.C.Packaging (M) Sdn. Bhd. for a total consideration ofRM7,721,600.

The Company announced the proposed Rights Issue.

February 2007 The wholly-owned subsidiary of the Company, Etika (NZ)Limited, completed the acquisition of entire issued and paid-up share capital of NNL. The acquisition will provide the

24

Company an entry point into New Zealand with a controllingstake in the branded sports nutrition and weightmanagement food products segment.

The Company acquired 2 ordinary shares of RM1 each fullypaid, representing 100% equity in the share capital ofQuantum Praise Sdn. Bhd. (“QPSB”), for a totalconsideration of RM2. The principal activity of QPSB is thatof investment holding. QPSB changed its name to EtikaIndustries Holdings Sdn. Bhd (“EIHSB”) in March 2007.

The Company has written in to the SGX-ST for a waiver ofshareholders’ approval for the proposed acquisition andsubscription of new shares representing on completionabout 65% of the enlarged share capital of M. C. Packaging(M) Sdn Bhd. SGX-ST has on the 28 February 2007 repliedthat it has no objection to granting Etika a waiver from therequirement under Rule 1014 to seek shareholders’ approvalfor the Proposed Transaction subject to Etika making anannouncement of the waiver granted in accordance withRule 1007, disclosing the reasons for seeking the waiver.

March 2007 The Company received approval in-principle from the SGX-ST for the listing of, and the quotation for, the Rights Shares,the Warrants and the New Shares as well as the proposedRights Issue, subject to the conditions as described in PartX Section 1 of this Offer Information Statement.

The Company subscribed for 99,998 new ordinary shares ofRM1 each in the share capital of its wholly-ownedsubsidiary, EIHSB, at an issue price of RM1 per share. Priorto the subscription, the Company held 2 ordinary shares inthe share capital of EIHSB. As a result of the subscription,the issued and paid-up capital was increased from RM2 toRM100,000 and effective equity interest of the Company inEIHSB remains at 100%.

9(d) State the equity capital and the loan capital of the relevant entity as at the latest practicabledate, showing –

(i) in the case of equity capital, the issued capital; or

(ii) the case of the loan capital, the total amount of the debentures issued andoutstanding, together with the rate of interest payable thereon.

: S$15,515,568.34 divided into 171,630,152ordinary shares

Loan capital (as at the Latest Practicable Date) : Nil

Issued share capital (as at theLatest Practicable Date)

25

9(e) Where –

(i) the relevant entity is a corporation, state the number of shares of the relevant entityowned by each substantial shareholder as at the latest practicable date; or

(ii) the relevant entity is not a corporation, state the amount of equity interests in therelevant entity owned by each substantial interest-holder as at the latest practicabledate;

(iii) the case of the loan capital, state the total amount of the debentures issued andoutstanding, together with the rate of interest payable thereon.

The interests of the Substantial Shareholders in the Shares as at the Latest Practicable Date,based on information from the Register of Substantial Shareholders as maintained pursuant toSection 88 of the Act, were as follows:

Direct Interest Deemed InterestNumber of %(1) Number of %(1)

Shares Shares

Substantial Shareholder

Dato’ Jaya J B Tan(2) (3) 29,618,789 17.26 59,237,577 34.51Kamal Y P Tan(2) (4) 29,618,789 17.26 59,237,577 34.51Tan Yet Meng(2) 19,745,858 11.50 69,110,506 40.27GYA Nominees Sdn. Bhd.(5) 10,406,708 6.06 – –Pok York Keaw(6) 2,995,000 1.74 10,293,309 6.00Pok Yoke Kung(6) 2,687,000 1.57 10,601,309 6.18Pok Yoke Wang(6) 1,868,000 1.09 11,420,309 6.65Pok Yoke Koon(6) 1,407,000 0.82 11,881,309 6.92Pok York Keng(6) 1,217,309 0.71 12,071,000 7.03Pok Yock Tin(6)

718,000 0.42 12,570,309 7.32Pok Fook Soon(6) 718,000 0.42 12,570,309 7.32Pok Yoke Cheng 610,000 0.36 12,678,309 7.38

@ Peh Yoke Cheng(6)

Lai Meng Kam(6) 295,000 0.17 12,993,309 7.57Tan Kiam Jong(6) 242,000 0.14 13,046,309 7.60Tan Mooi Ngoh(6) 221,000 0.13 13,067,309 7.61Pak Yok Joon(6) 200,000 0.12 13,088,309 7.63Kaw See @ Cheam Tat Min(6) 110,000 0.06 13,178,309 7.68

Notes:

(1) Based on the total issued and paid-up capital of the Company comprising 171,630,152 Shares as at the LatestPracticable Date.

(2) Deemed interested in each others shares through the shares held by Dato’ Jaya J B Tan, Kamal Y P Tan, Tan YetMeng and children.

(3) Direct interest includes shares held through nominees.

(4) Direct interest includes shares held through nominees.

(5) Held in trust for Abd Hamid bin Mohamed.

(6) Deemed interested in each others shares by virtue of relationship as spouse, siblings, cousins and cousin’s spouse.

26

9(f) Disclose any legal or arbitration proceedings, including those which are pending or knownto be contemplated, which may have, or which have had in the 12 months immediatelypreceding the date of lodgment of the offer information statement, a material effect on thefinancial position or profitability of the relevant entity or, where the relevant entity is aholding company or holding entity of a group, of the group

As at the date of lodgment of this Offer Information Statement and to the best of the Directors’knowledge, the Directors are not aware of any legal or arbitration proceedings (either as plaintiff ordefendant) to which the Company or any of its subsidiaries is a party, including those which arepending or known to be contemplated, which may have or have had in the twelve (12) monthsbefore the date of lodgment of this Offer Information Statement, a material effect on the financialposition or profitability of the Group taken as a whole.

9(g) Where any securities or equity interests of the relevant entity have been issued within the12 months immediately preceding the latest practicable date –

(i) if the securities or equity interests have been issued for cash, state the prices atwhich the securities have been issued and the number of securities or equityinterests issued at each price; or

(ii) if the securities or equity interests have been issued for services, state the nature andvalue of the services and give the name and address of the person who received thesecurities or equity interests.

The Company has not issued any securities or equity interests within the last twelve (12) monthsimmediately preceding the Latest Practicable Date.

9(h) Provide a summary of each material contract, other than a contract entered into in theordinary course of business, to which the relevant entity or, if the relevant entity is theholding company or holding entity of a group, any member of the group is a party, for theperiod of 2 years immediately preceding the date of lodgment of the offer informationstatement, including the parties to the contract, the date and general nature of the contract,and the amount of any consideration passing to or from the relevant entity or any othermember of the group, as the case may be.

Save as disclosed below, neither the Company nor any of its subsidiaries has entered into anymaterial contracts (not being contracts entered into in the ordinary course of business) during thetwo (2) year period immediately preceding the Latest Practicable Date:

(a) Sale and Purchase Agreement dated 12 October 2005 (the “Pok Brothers Sale andPurchase Agreement”) made between a wholly-owned subsidiary of the Company, EtikaFoods (M) Sdn. Bhd. (as purchaser), and Pok Yock Tin, Pok Yoke Koon, Pok Yoke Kung, PokYoke Wang, Pak Yok Joon, Pok York Keaw, Pok York Keng, Tan Kiam Jong, Tan Mooi Ngoh,Kaw See @ Cheam Tat Min, Lai Meng Kam, Pok Yoke Cheng @ Peh Yoke Cheng, Pok FookSoon (as vendors) in relation to the acquisition by Etika Foods (M) Sdn. Bhd. of 100%interest in Pok Brothers Sdn. Bhd. at an aggregate consideration of RM22,500,000. Thepurchase consideration was funded by a mixture of internal cash resources and bankborrowings;

(b) Sale and Purchase Agreement dated 26 September 2006 (the “NNL Sale and PurchaseAgreement”) made between a wholly-owned subsidiary of the Company, Etika (NZ) Limited(as purchaser), and Fonterra Brands Investments (NZ) Limited (as vendors) in relation to theacquisition by Etika (NZ) Limited of 100% interest in NNL at an aggregate consideration ofNZ$7,800,000. The purchase consideration was funded by a mixture of internal cashresources and bank borrowings;

27

(c) Share Sale and Subscription Agreement dated 24 January 2007 made between theCompany and Yong Weng Chye in relation to the acquisition by the Company of 65%interest in M.C. Packaging (M) Sdn. Bhd. for an aggregate consideration of RM7,721,600.The purchase consideration will be funded by a mixture of internal cash resources andexternal borrowings;

(d) Undertakings dated 26 January 2007 executed by the Undertaking Shareholders in favour ofthe Company, whereby the Undertaking Shareholders undertook to, inter alia, subscribeand/or procure subscriptions for its Rights Shares with Warrants entitlements under theRights Issue;

(e) Deed Poll dated 9 April 2007 executed by the Company constituting the Warrants andcontaining, inter alia, provisions concerning the rights of Warrantholders; and

(f) Warrant Agency Agreement dated 9 April 2007 between the Company and the WarrantAgent, relating to the appointment of the Warrant Agent by the Company as warrant agentand registrar in respect of the Warrants.

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PART V (OPERATING AND FINANCIAL REVIEW AND PROSPECTS)

1. Provide selected data from –

(a) the audited income statement of the relevant entity or, if the relevant entity is theholding company or holding entity of a group, the audited consolidated incomestatement of the relevant entity or the audited combined income statement of thegroup, for each financial year (being one of the 3 most recent completed financialyears) for which that statement has been published; and

(b) any interim income statement of the relevant entity or, if the relevant entity is theholding company or holding entity of a group, any interim consolidated incomestatement of the relevant entity or interim combined income statement of the group,for any subsequent period for which that statement has been published

2. The data referred to in paragraph 1 of this Part shall include the line items in the auditedincome statement, audited consolidated income statement, audited combined incomestatement, interim income statement, interim consolidated income statement or interimcombined income statement, as the case may be, and shall in addition include the followingitems:

(a) dividends declared per share in both the currency of the financial statements and theSingapore currency, including the formula used for any adjustment to dividendsdeclared;

(b) earnings or loss per share; and

(c) earnings or loss per share, after any adjustment to reflect the sale of new securities.

29

The Company was incorporated in the Republic of Singapore on 23 December 2003 and becamea holding company of the Group with effect from 8 November 2004 as a result of the restructuringexercise (‘Restructuring Exercise’) as described in the Prospectus of the Company dated 13December 2004. Accordingly, the Group’s maiden audited financial statements included the resultsof its only wholly-owned subsidiary, Etika Dairies Sdn. Bhd., and operations from 8 November2004 to 30 September 2005.

The proforma consolidated profit and loss account for the Group for 30 September 2004 and 2005as well as the audited consolidated profit and loss account of the Group for the last two (2)financial years ended 30 September 2005 and 30 September 2006 are set out below:

PY 2004 PY 2005 FY 2005 FY 2006Pro forma(1) Pro forma(1) Audited Audited

RM’000 RM’000 RM’000 RM’000

Revenue 116,483 162,024 150,049 233,170Cost of Sales (96,485) (138,266) (128,131) (200,515)

Gross Profit 19,998 23,758 21,918 32,655Other operating income 73 314 315 575Administrative expenses (2,935) (4,444) (4,275) (11,655)Marketing and distribution

expenses (6,150) (7,724) (7,035) (9,205)Other operating expenses (1,167) (1,182) (1,231) (1,679)Exceptional itemAccreditation of negative goodwill

arising on consolidation of a subsidiary – – 3,129 –

Finance costs (1,242) (1,107) (882) (3,184)

Profit before income tax 8,577 9,615 11,939 7,508Income tax (1,305) (1,496) (1,429) (2,497)

Profit attributable to shareholders 7,272 8,119 10,510 5,010

Attributable to:Equity holders of the Company 7,272 8,119 10,510 4,913Minority interest – – – 97

7,272 8,119 10,510 5,010

Dividend per share (cents)(2) – – 0.35 0.40

Earnings per share (RM sen) –including exceptional income 5.65 6.31 7.08 2.86

Earnings per share (RM sen) –excluding exceptional income 5.65 6.31 4.97 2.86

Effects of the Rights Issue on diluted consolidated EPS

For illustrative purposes only, the following is an analysis and illustration of the financial effects ofthe Rights Issue on the EPS, based on the Group’s proforma profit after income tax for PY 2004and audited consolidated profit after income tax for FY 2005 and FY 2006 and the assumptions assummarised herein and in the accompanying notes.

30

PY 2004 FY 2005 FY 2006Pro forma Audited Audited

EPS before Rights Issue

Profit after income tax attributable to equityholders of the Company (RM’000) 7,272 10,510 4,913

Pre-invitation number of shares 128,630,152 – –Weighted-average number of shares – 148,460,443 171,630,152

EPS (RM sen) 5.65 7.08 2.86

Maximum subscription scenario (“Maximum Subscription Scenario”) or the scenario whichassumes the full subscription of all the 68,652,060 Rights Shares with 17,163,015 Warrantsto be issued

(A) Diluted consolidated EPS after the Rights Issue but before the exercise of anyWarrant(3)


Total number of shares 197,282,212 217,112,503 240,282,212

EPS (RM sen) 3.69 4.84 2.04

(B) Diluted consolidated EPS after the Rights Issue and assuming the exercise of all theWarrants(4)



EPS (RM sen) 3.39 4.49 1.91

Minimum subscription scenario (“Minimum Subscription Scenario”) or the scenario whichassumes that only the Undertaking Shareholders subscribe for Rights Shares with Warrantspursuant to their Undertakings for 41,055,159 Rights Shares with 10,263,785 Warrants

(C) Diluted consolidated EPS after the Rights Issue but before the exercise of anyWarrant(5)



EPS (RM sen) 4.29 5.55 2.31

31

(D) Diluted consolidated EPS after the Rights Issue and assuming the exercise of theWarrants(6)


Total number of shares in issue 179,949,096 199,779,387 222,949,096

EPS (RM sen) 4.04 5.26 2.20

Note:

(1) The Proforma consolidated profit and loss account of the Group have been prepared on the assumption thatthe Group structure arising from the Restructuring Exercise had been in place throughout the period since 1October of the relevant financial periods.

(2) The Company declared and paid final tax exempt 1-tier dividend of S$0.0035 per share in respect of financialyear ended 30 September 2005. The Company declared and paid interim tax exempt 1-tier dividend ofS$0.002 per share and declared and paid a final tax exempt dividend of S$0.002 per share in respect of thefinancial year ended 30 September 2006.

(3) Assuming the full subscription of all the Rights Shares with Warrants to be issued and the issuance of68,652,060 Rights Shares. It further assumes that none of the 17,163,015 Warrants issued, are exercisedand the total number of Shares used for the computation of EPS is the aggregate of the 68,652,060 RightsShares to be issued pursuant to the Maximum Subscription Scenario and the pre-invitation number of Sharesfor FY 2004 and the weighted average number of Shares for FY 2005 and FY 2006.

(4) Assuming that all the Warrants issued pursuant to the Maximum Subscription Scenario are exercised andissuance of 17,163,015 New Shares. The total number of Shares used for the computation of EPS is theaggregate of the total number of Shares computed for (A) above for each of the financial years and the17,163,015 New Shares that are issued arising from the exercise of all the Warrants.

(5) Assuming only the Undertaking Shareholders (which includes Tan San Chuan’s Additional Undertaking)subscribe for the 41,055,159 Rights Shares with 10,263,785 Warrants pursuant to their Undertakings andthat none of the Warrants issued are exercised. The total number of Shares used for the computation or theEPS is the aggregate of the 41,055,159 Rights Shares to be issued pursuant to the Minimum SubscriptionScenario and the pre-invitation number of Shares for FY 2004 and the weighted number of Shares for FY2005 and FY 2006.

(6) Assuming that all the 10,263,785 Warrants issued pursuant to the Minimum Subscription Scenario areexercised and the issuance of 10,263,785 New Shares. The total number of Shares used for the computationof the EPS is the aggregate of the total number of Shares computed for (C) above for each of the financialyears and the 10,263,785 New Shares that are issued arising from the exercise of the Warrants.

3. In respect of –

(a) each financial year (being one of the 3 most recent completed financial years) forwhich financial statements have been published; and

(b) any subsequent period for which interim financial statements have been published,

provide information regarding any significant factor, including any unusual or infrequentevent or new development, which materially affected profit or loss before tax of the relevantentity or, if it is the holding company or holding entity of a group, of the group, and indicatethe extent to which such profit or loss before tax of the relevant entity or the group, as thecase may be, was so affected. Describe any other significant component of revenue orexpenditure necessary to understand the profit or loss before tax for each of these financialperiods.

PY 2004 vs PY 2005

The following discussion on the financial performance of the Group is based on the comparison ofthe proforma financial results for 2004 (“PY 2004”) and 2005 (“PY 2005”). These proforma financialstatements have been prepared on the assumption that the Group structure arising from the

32

restructuring exercise as described in the Prospectus had been in place throughout the periodsince 1 October of the relevant financial periods. The Company is of the view that the proformafinancial statements of the Group for the financial period ended 30 September 2005, with thecomparatives for the corresponding financial period ended 30 September 2004 on a proformabasis provides a more meaningful comparison of the results of the Group’s operations as theresults of the Company’s key operating subsidiary was only consolidated under the Group’soperating results from 5 November 2005 onwards, pursuant to the Restructuring Exercise. For thepurpose of the review, PY 2004 and PY 2005 results have been prepared on the basis that theGroup structure had been in place since the start of each of the Group’s respective financial years.

The Group achieved revenue growth of approximately 39.1% for PY 2005. Total revenue increasedby approximately RM45.5 million to approximately RM162.0 million for PY 2005 as compared toapproximately RM116.5 million in PY 2004. Revenue increase came from both domestic as well asexport sales. Domestic sales increased by approximately RM29.8 million or 37.5% while exportposted an increase of approximately RM15.8 million or 42.5%. While both revenue sourcescontinued to enjoy strong growth, export sales remained the main driver for revenue growth for PY2005 as compared to PY 2004.

The increase in revenue for PY 2005 was the result of higher total quantities dispatched togetherwith higher net average selling price. Total quantities dispatched (including trade offers) for PY2005 was approximately 30.9% higher than PY 2004 due to the additional condensed milkproduction capacity. The expansion of production capacity was through the installation of a secondsterilizer for evaporated milk products financed from the Company’s IPO proceeds. Net saleabledispatch quantities (excluding trade offers) were approximately 35.9% higher with lower quantityattributable to trade offers during the year. The Group’s average net selling price per cartonincreased by approximately 2.4% (mainly from exports), which further contributed to the overallrevenue increase.

Despite the strong pressure in the production costs for key components throughout the financialyear, the Group has managed to contain the increase in its cost of goods sold (“COGS”) for PY2005 to approximately 43.3%. The increase in COGS is higher than the revenue growth ofapproximately 39.1%. Average production cost per carton increased by approximately 8.9% duringPY 2005, mainly due to higher average cost in milk powder and tin cans which was buffered by thelower cost of palm oil.

Gross profit margin decreased to approximately 14.7% for PY 2005 as compared to approximately17.2% in PY 2004 as a result of higher costs mentioned above. Nonetheless, gross profitincreased by approximately RM3.8 million or 18.8% as compared to PY 2004, as a result of theGroup’s stronger sales performance.

The increase in other operating income for the Group of approximately RM0.2 million was mainlyattributed to an increase in interest income from time deposits and an increase in the amount ofbad debts recovered during PY 2005.

Due to higher business volume and operating capacity expansion, the Group’s operating expensesincreased by approximately RM3.1 million or 30.2% to approximately RM13.4 million in PY 2005as compared to approximately RM10.3 million in PY 2004. Higher operating expenses wereincurred in administration expenses (increase of approximately RM1.5 million or 51.4%, mainly instaff costs, depreciation, insurance premium and directors’ remuneration and fees), and marketingand distribution expenses (increase of approximately RM1.6 million or 25.6%, mainly in staff costs,freight and transportation, petrol and repair and maintenance).

Finance costs decreased by approximately RM0.1 million to approximately RM1.1 million partlydue to the lower interest expense as a result of the periodic term loan repayments and interestrate reductions pursuant to negotiations with the Group’s principal bankers in relation to bankingfacilities granted to its subsidiaries. In addition, the Group repaid a substantial portion of its financelease obligations in relation to certain equipment in PY 2005.

33

FY 2005 vs FY 2006

The following discussion on the financial performance of the Group is based on the comparison ofthe financial results based on the audited consolidated profit and loss account of the Group for FY2005 and FY 2006.

The Group’s revenue increased significantly by approximately 55.4% from approximately RM150.0million in FY 2005 to approximately RM233.2 million in FY 2006. This increase in revenue wasmainly attributable to PB Group’s business since its acquisition on 8 February 2006, withcontributions amounting to approximately RM54.4 million from its wholesaling and distributiondivision for frozen food and food provisions as well as its butchery and bakery sub-divisions.

Revenue generated from dairies increased by approximately 19.1% in FY 2006 when compared toFY 2005, mainly attributable to higher export sales of sweetened condensed milk in the 390gm1kg pack-size.

Notwithstanding the higher revenue, the Group’s profit before income tax for FY 2006 wasapproximately RM7.5 million as compared to approximately RM11.9 million in FY 2005, adecrease of approximately RM4.4 million or 37.1% as compared to the previous financial year.

The significant decrease in the Group’s profit before income tax was mainly attributed by theexceptional income recognised in FY 2005 as a result of the accreditation of negative goodwill ofapproximately RM3.1 million, which relates to the acquisition of Etika Dairies Sdn. Bhd..Disregarding this exceptional income in FY 2005, the Group’s profit after income tax would havedeclined by approximately 32.1% in FY2006. This is due to the higher administrative expenses,financing costs and income tax incurred during the financial year notwithstanding the profitcontribution from the PB Group.

The Group’s administrative expenses increased by RM7.4 million or 172.6% to RM11.7 million inFY 2006. Of this, approximately RM4.9 million was due to the consolidation of administrativeexpenses from the PB Group for 8 months. The remaining increase of approximately RM2.5 millionin administrative expenses came from Etika Dairies Sdn. Bhd., mainly due to directors’emoluments and fees, professional fees for increased banking facilities, increase in rental chargesand higher staff costs.

The Group’s selling, marketing and distribution costs increased by approximately RM2.2 million or30.8% to approximately RM9.2 million in FY 2006. The increase in selling expenses was due tohigher freight and transport charges resulting from higher export sales, increase in fuel prices andhigher staff costs, which were partially offset by lower rental incurred on the storage facilities withthe completion of the factory extension and lower depreciation charge as a result of certainproperty, plant and equipment being fully depreciated.

Finance costs increased significantly by approximately RM2.3 million or 261.0% to approximatelyRM3.2 million in FY 2006 mainly as a result of the increase in banking facilities obtained for theacquisition of the PB Group and for additional working capital purposes.

4. Provide selected data from the balance sheet of the relevant entity or, if it is the holdingcompany or holding entity of a group, the group as at the end of –

(a) the most recent completed financial year for which audited financial statements havebeen published; or

(b) if interim financial statements have been published for any subsequent period, thatperiod.

5. The data referred to in paragraph 4 of this Part shall include the line items in the audited orinterim balance sheet of the relevant entity or the group, as the case may be, and shall inaddition include the following items:

34

(a) number of shares after any adjustment to reflect the sale of new securities;

(b) net assets or liabilities per share; and

(c) net assets or liabilities per share after any adjustment to reflect the sale of newsecurities.

The consolidated balance sheet as at 30 September 2006 is set out below:

FY 2006AuditedRM’000

Non-current assetsProperty, plant and equipment 82,482Available-for-sale financial assets 444Deferred tax assets 74Intangible assets 4,428

87,428

Current assetsInventories 29,519Trade and other receivables 66,791Fixed deposits 388Cash and bank balances 2,160

98,858

Less:Current liabilitiesTrade and other payables 49,540Bank borrowings 44,315Finance leases 1,038Current income tax payable 6

94,899

Net current assets 3,959

Less:Non-current liabilitiesDeferred tax liabilities 4,620Other payable 7,980Bank borrowings 26,521Finance leases 1,612

40,733

50,654

Capital and reservesShare capital 35,462Foreign currency translation reserve 204Fair value reserve 47Accumulated profits 13,248

Attributable to equity holders of the Company 48,961Minority interests 1,693

50,654

35

Effects of the Rights Issue on consolidated net assets (“NAV”) per share

For illustrative purposes only, the following is an analysis and illustration of the financial effects ofthe Rights Issue on the NAV per Share of the Group, based on the Group’s audited consolidatedbalance sheet as at 30 September 2006 and the assumptions as summarised herein and in theaccompanying notes.

Minimum MaximumSubscription Subscription

Scenario Scenario

(RM’000) (RM’000)

NAV as at 30 September 2006 48,961 48,961

Add: Net proceeds from the Rights Issue 8,651 14,704

NAV after the Rights Issue but before the exercise ofany of the Warrants 57,612 63,665

Add: Proceeds from the exercise of all the Warrants 2,251 3,764

NAV after the Rights Issue and the exercise of allthe Warrants 59,863 67,429

Minimum MaximumSubscription Subscription

Scenario Scenario

Total number of Shares before the Rights Issueand as at the Latest Practicable Date 171,630,152 171,630,152

NAV per Share before the Rights Issue (RM sen) 28.53 28.53

Total number of Shares after the Rights Issue butbefore the exercise of any of the Warrants 212,685,311 240,282,212

NAV per Share after the Rights Issue but beforethe exercise of any of the Warrants (RM sen) 27.09 26.50

Total number of Shares after the Rights Issueand the exercise of all the Warrants 222,949,096 257,445,227

NAV per Share after the Rights Issue andthe exercise of all the Warrants (RM sen) 26.85 26.19

Note: The above computation of net proceeds from the Rights Issue, the proceeds from the exercise of the Warrants in RMwas based on an exchange rate of RM:S$ of 2.3085.

6. Provide an evaluation of the material sources and amounts of cash flows from operating,investing and financing activities in respect of –

(a) the most recent completed financial year for which financial statements have beenpublished; and

(b) if interim financial statements have been published for any subsequent period, thatperiod.

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The consolidated cash flow statement for FY 2006 is set out in the next page:

FY 2006AuditedRM’000

Cash flows from operating activitiesProfit before income tax 7,508

Adjustments for:Allowance for doubtful trade receivables 137Allowance for doubtful trade receivables no longer required,

now written back (99)Bad trade receivables written off 3Depreciation of property, plant and equipment 3,641Gain on disposal of plant and equipment (35)Interest income (146)Interest expense 3,184Inventories written off 104Plant and equipment written off 68

Operating profit before working capital changes 14,365Working capital changes

Inventories 5,191Trade and other receivables (9,761)Trade and other payables (2,303)

Cash generated from operations 7,492Interest paid (445)Income tax paid (270)

Net cash generated from operating activities 6,777

Cash flows from investing activitiesPurchases of property, plant and equipment (19,452)Net cash outflow from acquisition of subsidiaries (21,454)Acquisition of shares in a subsidiary (556)Purchase of intangible assets (7)Proceeds from disposal of plant and equipment 40Interest income received 146

Net cash used in investing activities (41,283)

Cash flows from financing activitiesDividends paid to shareholders (2,158)Increase in fixed deposits (388)Interest paid (2,739)Proceeds from bank borrowings 29,449Repayment of finance lease obligations (1,060)

Net cash generated from financing activities 23,104

Net decrease in cash and cash equivalents (11,402)Cash and cash equivalents at beginning of financial year 5,750Effect of exchange rate changes 594

Cash and cash equivalents at end of financial year (5,058)

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7. Provide a statement by the directors or equivalent persons of the relevant entity as towhether, in their reasonable opinion, the working capital available to the relevant entity or, ifit is the holding company or holding entity of a group, to the group, as at the date oflodgment of the offer information statement, is sufficient for present requirements and, ifinsufficient, how the additional working capital considered by the directors or equivalentpersons to be necessary is proposed to be provided.

Having regard to (i) the existing banking facilities available to the Group, (ii) the minimum NetProceeds, and taking into account the cash generated from operations and barring unforeseencircumstances, the Directors are of the opinion that, as at the date of lodgment of this OfferInformation Statement, the working capital available to the Group is sufficient to meet its presentrequirements.

8. If the relevant entity or any other entity in the group is in breach of any of the terms andconditions or covenants associated with any credit arrangement or bank loan which couldmaterially affect the relevant entity’s financial position and results or business operations,or the investments by holders of securities in the relevant entity, provide —

(a) a statement of that fact;

(b) details of the credit arrangement or bank loan; and

(c) any action taken or to be taken by the relevant entity or other entity in the group, asthe case may be, to rectify the situation (including the status of any restructuringnegotiations or agreement, if applicable).

To the best of the Directors’ knowledge, the Directors are not aware of any breach by any entity inthe Group of any of the terms and conditions or covenants associated with any credit arrangementor bank loan which could materially affect the Group’s financial position and results or businessoperations, or the investments by holders of securities in the Company.

9. Discuss, for at least the current financial year, the business and financial prospects of therelevant entity or, if it is the holding company or holding entity of a group, the group, aswell as any known trends, uncertainties, demands, commitments or events that arereasonably likely to have a material effect on net sales or revenues, profitability, liquidity orcapital resources, or that would cause financial information disclosed in the offerinformation statement to be not necessarily indicative of the future operating results orfinancial condition. If there are no such trends, uncertainties, demands, commitments orevents, provide an appropriate statement to that effect.

Dairies Division

Market trends of major costs

Demand for dairy ingredients like skimmed milk powder and sweet whey powder continue to surgein view of the economic conditions and demand in the developing countries and China. Althoughmilk supply from the United States of America during the summer of 2006 was initially reported tobe good, the unusually dry weather condition in the West Coast of the United States of Americacoupled with the recent unusual dry season in Australia (another major dairy producing country)further increased the skimmed milk powder price to US$3,500 per metric tonne and is expected totrend higher. Although the Group had hedged its position by buying forward at prices below thecurrent quote, it will experience higher milk powder cost during the second half of the financial yearif the situation and the demand/supply condition do not improve.

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The success of the Chinese government in curtailing the excess steel production in the countryhas reduced the supply of steel which in turn has led to higher selling prices for steel plate. As tincan is made from tin coated steel plate, the price of which was raised by 5.0% with effect fromOctober 2006, the cost for tin cans was also affected. In view of the Group’s high usage of tincans, the Group is reviewing its purchasing policy for tin cans and its accompanying supply chainso as to better control the cost, quality and its timely delivery.

The Malaysian government has allowed the local sugar refinery to increase the selling price to theindustry users by more than 5.0%. Barring unforeseen circumstances, the Group expects thecurrent pricing structure in the near future to stay although the raw sugar price has dropped due tooversupply in the major producing countries.

Unlike raw sugar, crude palm oil price has surged higher of late in the commodity market withforward position remaining bullish in tandem with the soya oil market.

Markets and competition

The Group’s major expansion plan to install new equipment in stages is now at its tail end. Withthe newly installed production capacity, the Group will be able to lower its overhead on a per unitbasis as well as to meet the expanding demand from both the domestic and export markets.

The latest announcement on the merger of two leading condensed milk brands with markets inMalaysia, Singapore, Brunei, Thailand and other Indochina countries has presented both newchallenges and opportunities for our Dairies Division. With the Group’s new production capacityand the enhanced sales team structure, there are opportunities to gain ground in the domesticmarket.

As for the export market, the Group continues to gain ground in the African markets. Its sales inSingapore through the distributorship with YHS (Singapore) Pte. Ltd. since May 2006 have alsoperformed well in the past. The Group’s efforts in the past to distribute its products in Indonesiahave also started to materialise. The Group is now ready to push forward its distribution in Eastand West Java in the current financial year.

Frozen Food (Wholesales & Distribution) Division

As at the Latest Practicable Date, the ban on New Zealand beef imports into Malaysia is still inforce and this has slowed the Division’s growth in sales revenue and profitability. As imports intoMalaysia from Australia can only be purchased from 3 approved beef plants, supplies of beef havebeen inconsistent and prices high. However, the Group understands that the relevant authoritiesare re-assessing the situation in New Zealand and that more Australian beef plants will beapproved in the near future.

The lifting of the ban of US beef has not had the desired effect of improving sales. The mainreason is due to the long absence of US beef in the Malaysian market. Programs are implementedor in the process of being implemented by the respective Meat and Marketing Trade Boards andExport Federation and may be expected to address and re-promote US beef.

To mitigate some of the above adverse factors and to improve sales, the Group intends toconcentrate its marketing efforts on Australian grain-fed beef and Wagyu-grade beef and certifiedBlack Angus beef from Uruguay.

Besides beef, new product lines have been added to complement the existing range. The presentrange of premium pasta products from Italy is meant mainly for the catering industry and a newrange of pasta products from Australia has now been marketed for the “home” customers. A newline of Swiss yoghurt has also been added to complement the existing line of Australian yoghurt.

Competition for the meat sector will come mainly from the local packers that import and slaughterlive cattle in Malaysia. Although pricing will be the determining factor, the quality consistency andtaste factor of imported meat will ensure the Group holds its existing customer base.

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Barring unforeseen circumstances and political/economic conditions, inter alia, the possibility offurther rises in world crude oil prices which may translate into higher freight costs, selling pricesand gross margins are expected to remain the same in the next 12 months.

Butchery & Bakery (Manufacturing) Divisions

Both sub-divisions face constraints, as production for the divisions are almost at full capacity andplans are underway to expand their respective capacities. Extra work shifts have been added tomeet strong customers’ demands. Due to the success and quality of some bakery products undercontract-manufacture to an international food-chain customer located in Singapore, new contractsmay be awarded for similar supplies to its outlets in other Asean countries.

Export sales will be the driving force in the future once the new production facility is completed inFY 2008. This new facility increases volume and is expected to offer economies of scale inpurchasing and production planning. Customers will gain extra confidence in the Group’s productsmanufactured under this clean environment and in a “Halal and Health” certified facility.

In the interim period, R&D efforts are focused on new product development, improving products’taste and product packaging.

New products will or are likely to include turkey and chicken coldcuts with localized tastes with theview of creating new demand. While the Group’s sausages and cold-cuts are traditionallymanufactured fresh and kept chilled, new production and processing methods have resulted infreezable products which meet customers’ demands and ensure sales growth.

On the whole, barring unforeseen circumstances, the Group is optimistic that sales will improvewith the “Visit Malaysia Year 2007” campaign, where better opportunities may likely be presented.

Barring unforeseen circumstances, selling prices and gross margins are expected to be similar asin previous years. Competition is expected from the usual small and specialised deli outlets whichproduce their own sausages and cold-cuts.

Save as disclosed below and in this Offer Information Statement and barring unforeseencircumstances, the Directors are not aware of any trends, uncertainties, demands, commitments orevents which are reasonably likely to have a material effect on net sales or revenues, profitability,liquidity or capital resources, or that would cause financial information disclosed in this OfferInformation Statement to be not necessarily indicative of the future operating results or financialcondition.

Risk Factors

The Group faces intense competition in its business

The industry in which the Group operates is highly competitive and there is intense competitionfrom both local and foreign players. The Group’s product lines are comparatively mature withrelatively lower albeit stable annual growth as compared to other industries. Certain of the Group’sproducts such as the milk products are dominated by a handful of manufacturers in the countrieswhich it exports to. Some of these manufacturers have fundamentally similar capabilities andcompete with each other on key attributes which include manufacturing competency, reliability andquality of products and services, pricing, time-to-market and available production capacity. Assuch, leading brand manufacturers are expected to respond aggressively to new market entrantsand their developments, since their respective market share may be eroded. Over time, althoughthe Group has successfully developed and maintained the brand name — “DAIRY CHAMP” orother acquired brands such as “GOURMESSA”, there can be no assurance that the Group willderive benefits or be able to compete successfully as a result of these brands. The Group mayneed to adopt an aggressive pricing policy and enhance the services and support rendered tocustomers where there are new market entrants in order to protect market share. In such an event,our profit margins will be reduced and our market share may be eroded. Should the Group beunable to compete effectively, its business will be adversely affected.

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Any significant increase in the prices of our raw materials would have an adverse impact onthe Group’s profitability

The raw materials used in the Group’s products include, among others, meat, milk powder, sugar,palm oil, vitamins and packaging material (such as tin cans, labels and cartons). In addition, mostof PB Group’s supplies are sourced internationally. The prices of these supplies may fluctuate dueto changes in demand and supply conditions. Any unusual shortage in supply, upsurge in demandor adverse movement in currency rates may also lead to an increase in the price of our supplies. Inorder to ensure that the Group is able to efficiently deliver quality products to customers atcompetitive prices, the Group needs to obtain sufficient quantities of good quality raw materials atacceptable prices and in a timely manner. As such, the Group typically enters into forward supplycontracts of between three to six months with suppliers. However, there is no assurance that theGroup will always be able to obtain sufficient quantities of raw material of an acceptable quality atan acceptable price upon the expiry of the supply contracts. In the event that the Group’s suppliersare unable to fulfil its raw material needs, the Group may not be able to seek alternative sources ofsupply in a timely manner or may be subject to higher costs from alternative suppliers. This mayadversely affect the Group’s ability to meet customers’ orders and may even affect the Group’sprofitability in the event that such costs are not passed to customers.

The Group’s failure to meet adequate health and hygiene standards and regulations willlead to a loss in customer confidence

The Group’s products are manufactured under very stringent quality control processes and heavyemphasis is placed on quality and hygiene. While the Group has not encountered any incidence ofcontamination or food poisoning thus far, if such incidences do occur, the Group may face criminalprosecution under the Food Act 1983 in Malaysia or other relevant regulations in jurisdictionswhich the Group operates in or exports to. This will consequently lead to a loss in customerconfidence and will have a negative impact on the Group’s reputation and future prospects.

The relevant authorities may impose directives as a result of health and hygiene reasons to carryout certain remedial actions which may impact on operations. Failure to the Group’s compliancewith such directives may result in the suspension and/or revocation of licenses, which will have amaterial adverse impact on our financial performance and condition.

The Group may be subject to product liability claims if the products are found to be unfit forconsumption

If the Group’s products are found to be unfit for consumption and consumers suffer damage, injuryor death as a result of consuming or coming into contact with the Group’s products, the Group maybe liable to compensate the consumer for any injury or death. The Group’s profitability would beadversely affected if the payout under the insurance policies coverage is grossly insufficient tomeet the compensation amount. Accordingly, the Group’s reputation, prospects and financialcondition will also be adversely affected.

The Group may be affected by complaints from customers and negative publicity

The Group may be subjected to complaints from consumers due to but not limited to reasons suchas product quality or product ingredients composition. Consequently, business may be adverselyaffected by negative publicity resulting from the publication of any industry findings or researchreports, regardless of their accuracy or validity. Such negative publicity may reduce the number ofconsumers purchasing the Group’s products and hence affecting financial performance and in thelonger term financial condition.

Possible changes in consumer taste may lead to lower demand and sales of the Group’sproducts

The success of the Group in its domestic market, Malaysia, is driven by both the proliferation of“Mamak” Stalls/Restaurants which utilise the Group’s milk products to brew tea (commonly knownin Malaysia as Teh Tarik), coffee and other beverages, as well as the demand of premium foodproducts from the up-market segment of the hospitality and consumer food-industry. In addition, itssubsidiary, PB Group, services the up-market segment of the hospitality and consumer-based foodindustry as a premium wholesaler. There can be no guarantee that consumer taste for the Group’s

41

products will remain unchanged in the future and any changes in customers’ consumption patternsmay cause the domestic growth of the Group to slow down. Changes in the buying patterns ofend-customers’ may have a negative impact on the business of the Group and adversely affect theGroup’s profitability.

An outbreak of disease in livestock, such as cows and goats, and food scares may lead toloss of consumer confidence in the Group’s products

Any outbreak of disease in livestock and food scares may have an adverse impact on the businessof the Group as it may lead to loss in consumer confidence and reduction in consumption of theparticular food or related product concerned. This is in particular to our frozen food business whichprovides frozen meat to customers. In addition, any outbreak of disease or food scares may alsoaffect the Group’s sources of supply of raw materials, such as milk powder, from a particulargeographical area, resulting in the Group having to source for alternative supplies which may bemore costly or have a negative impact on production processes/output.

Outbreaks of SARS, avian influenza or other contagious or virulent diseases may lead tolower revenue and production of the Group’s products

A resurgence of SARS, avian influenza or other contagious or virulent diseases could have asignificant adverse effect on the Group’s operations. The spread of such contagious or virulentdiseases may result in quarantine restrictions on affected groups of people, production facilities ofthe Group’s business as well as those of the Group’s customers’. Any such resulting quarantinerestrictions imposed will cause a disruption in production and consequently revenue which willhave a negative impact on the Group’s performance.

Delivery disruptions can have a negative impact on the Group’s image and reputation andresult in delayed or lost deliveries

Delivery disruptions for various reasons including weather conditions, political turmoil, social unrestand strikes may lead to delayed or lost deliveries, and may have a negative impact on the Group’simage and reputation. As a result of any disruption, customers may seek alternative suppliers andsubsequently reduce or cease their orders for the Group’s products.

Product deterioration may lead to loss of revenues and payment of compensation tocustomers

The condition of food products distributed and manufactured by PB Group (being perishable) maydeteriorate due to delivery delays, malfunctioning of freezer facilities or poor handling. This mayresult in a loss of revenue and compensation to customers. In addition, the reputation of PB Groupmay also be damaged. This may have an adverse impact on the Group’s financial performance.

The Group depends on key management personnel and the loss of such personnel mayadversely affect the Group’s operations

The Group’s future performance will depend largely on its ability to retain key managementpersonnel, comprising the Directors and Executive Officers, who are collectively responsible for theoverall management. In particular, the Group depends to a significant extent on Messrs Mah WengChoong, Kwong Yuen Seng, Khor Sin Kok, Chung Chee Fook and existing management teamsand employees of Etika Dairies and the PB Group, all of whom have played instrumental roles incharting the business direction and spearheading the growth of the Group. Although the Grouppractices succession planning and has identified successors for all key management personnelresponsible for the day-to-day management of the Group, there is no assurance that the Group willbe able to retain the key management personnel and the loss of their services without suitablereplacements may have a material adverse effect on the Group’s business, financial condition,results of operations and/or prospects.

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Fire or other calamities or a disruption in the supply of utilities at any of the productionfacilities could disrupt production and adversely affect the Group’s revenue stream

The Group operates at their manufacturing facilities in Malaysia. To facilitate production, the Groupis dependent on a continual supply of utilities such as electricity and water. Any breakdown in thesupply of utilities, fire or other calamities, resulting in significant damage at the facilities, wouldaffect the ability to continue production. This will adversely impact on the Group’s ability togenerate revenue and consequently affect financial performance. While the Group maintainsinsurance coverage for, inter alia, losses due to fire, there is no assurance that the claims made, inthe event of such disruption, will be sufficient to cover all the potential losses.

Terrorist attacks and other acts of violence or armed conflict may adversely affect theGroup’s operations and profitability

Terrorism or armed conflicts, such as those that occurred in the United States of America,Indonesia, Turkey and Spain between 2001 and 2004, may adversely affect the Group’s operationsand profitability. Such terrorist attacks or armed conflicts may directly impact on the physicalfacilities or those of the Group’s suppliers or customers. This could in turn have a material adverseimpact on the Group’s revenue generating ability and consequently its financial performance andcondition.

The Group is exposed to the credit risks of its customers

The Group’s trade receivables were RM34.4 million as at 30 September 2005 and RM58.5 millionas at 30 September 2006 and accounted for approximately 30.9% and 31.4% of the Group’s totalassets respectively. The Group’s financial performance is, to a large extent, dependent on thecredit worthiness of their customers. The Group usually extends credit terms of 60 to 90 days totheir customers. From time to time, certain of their customers may default on payment. Althoughthe Group regularly reviews its credit exposure to customers, credit risk will nevertheless arisefrom events or circumstances that are difficult to anticipate or detect, including, but not limited to,political, social, legal, economic and foreign exchange risks, that may have an impact on theircustomers’ ability to make timely payment and the Group’s measures and enforcement forpayments may not be effective.

The Group’s allowance for doubtful trade receivables and bad trade receivables written offamounted to RM0.7 million and RM1.5 million for FY 2005 and FY 2006 respectively. To the best oftheir knowledge, the Company’s Directors are not aware of any information or development whichmay require us to make additional allowance for doubtful trade receivables.

Nonetheless, a delay or default in payment and/or significant increase in the incidence of bad tradereceivables would have a material and adverse impact on the Group’s financial position andperformance.

The Group is exposed to interest rate risk

The Group finances its operations through a mixture of accumulated profits and bank borrowings.Currently, our borrowings are mainly denominated in Malaysian Ringgit at a mixture of fixed andfloating interest rates to manage the Group’s exposure to interest rate fluctuations.

The objectives for the mix between fixed and floating rate borrowings are to reduce the impact ofan upward change in interest rates while enabling benefits to be enjoyed if the interest rates fall. Inthe event of any substantial increase in interest rates, cash borrowings obligations may beextended and our financial performance may be affected.

The Group is exposed to the risks of price erosion of its products

The Group’s products have a shelf life ranging from a few days to 12 months from the date ofmanufacture. Intense competition from competitors and the gradual maturity of each product linemay generally lead to price erosion over the shelf life of products. The Group attempts to balancethis downward pressure on the selling prices by maintaining a stock rotation policy in addition tomanaging and lowering its overall manufacturing costs through measures such as rationalisingmanufacturing process and improving the design and manufacture process. However, should the

43

Group fail to do so, this will result in lower profit margins and its financial performance will beadversely affected. In addition, the Group maintains a product return and exchange policy for itsMalaysian customers as part of its customer relations exercise, to assist the merchant inmaintaining a reasonable shelf life of its products. If there are increases in merchants’ request forsuch exchange, the Group’s financial performance may be affected.

The Group is expected to incur significant capital expenditure in the future in connectionwith its growth plans and therefore may require additional financing in the future

To grow the business, the Group intends to increase its production capacity and/or acquirecompanies operating in similar business. Such expenditure will increase its funding requirementsand may strain their internal cash resources. Revenue streams from such purchases will typicallylag behind the expenditure. Moreover, there is no assurance that revenue will increase after suchexpenditure. The Group’s failure to increase revenue after such expenditure could reduce theGroup’s profitability.

In addition, the Group may need to obtain additional debt or equity financing to fund its capitalexpenditure.

Additional equity financing may result in dilution to the holders of the Company’s Shares. Additionaldebt financing may be required which, if obtained, may:

limit the Group’s ability to pay dividends;

increase the Group’s vulnerability to general adverse economic and industry conditions;

require the Group to dedicate a substantial portion of cash flows from operations to repaydebt, thereby reducing the availability of cash flows to fund capital expenditure, workingcapital and other general corporate purposes; and/or

limit the Group’s flexibility in planning for, or reacting to, changes in the business conditionsand industry.

There can be no assurance that the Group will be able, if at all, to obtain the additional financingon terms that are acceptable.

The Group does not have any long-term contracts with its customers

The Group does not have any long-term sales contractual agreements with its customers, which isthe industry norm. Customers also do not provide binding forecasts of their purchases from theGroup for any period. Historically, there have been order level variation and the variation may varysignificantly from period to period. Accordingly, the Group cannot assure that its customers willcontinue to maintain its current level of orders in the future at the same levels as they had in priorperiods. In such event, our financial position and profitability will be affected.

The Group is dependent on the political, economic, regulatory and social conditions in thecountries in which we operate

The Group’s existing manufacturing operations are based solely in Malaysia. Accordingly, theGroup’s business and future growth is dependent on the political, economic, regulatory and socialconditions of Malaysia. Any changes in the policies implemented by the government of Malaysiawhich result in currency and interest rate fluctuations, capital restrictions, and changes in dutiesand taxes detrimental to the Group’s business could materially and adversely affect our operations,financial performance and future growth.

Risks relating to Malaysia

Pursuant to the Guidelines for the Acquisition of Assets, Mergers and Take-overs of Companiesand Businesses issued by the Foreign Investment Committee (the “FIC”) of Malaysia (the “FICGuidelines”), the prior approval of the FIC is required, inter alia, for any proposed acquisition of15% or more of the voting power of a Malaysian company or business by any one foreign interest

44

or by any associated group or non-associated group of foreign interests. A foreign interest includescompanies or institutions incorporated outside Malaysia. Although the FIC Guidelines do not havethe force of law (as they are not legislation passed by Parliament or regulations under any existinglaws) and do not impose any penalty for non-compliance, there are indirect sanctions that the FICcan impose. For example, the FIC could persuade local authorities (such as the immigrationdepartment or the local town council) not to grant companies who are not in compliance with theFIC Guidelines, licences or permits that may be required under Malaysian law for the Group’soperations.

However, the FIC Guidelines do not apply to manufacturing companies licensed by the Ministry ofInternational Trade and Industry (“MITI”). Pursuant to the Industrial Co-ordination Act 1975 (“ICA”)of Malaysia, persons involved in any manufacturing activity in Malaysia must obtain a licence fromthe Secretary General of MITI in respect of such manufacturing activity if the manufacturingcompany’s shareholder’s funds exceed RM2.5 million and it employs 75 or more full-timeemployees.

Although the FIC Guidelines do not apply to manufacturing companies licensed by MITI, the FICGuidelines will apply to the Group in the event that the Group engages in non-manufacturingbusinesses in the future.

The MITI may, at their discretion, impose certain conditions including equity conditions for theissue of the manufacturing licence and non-compliance with such terms may result in themanufacturing licence being revoked.

Any future changes to existing FIC Guidelines or the introduction of new regulations governingforeign ownership could affect the Group’s investments in the Malaysian subsidiaries as we may berequired by the Malaysian authorities to restructure our equity interest in these subsidiaries. Thismay result in a loss of management and operational control, which would in turn materially andadversely affect the operations and performance of the Group.

Risks relating to foreign exchange controls

In some countries in which the Group operates, it is subject to foreign exchange controls orrestrictions imposed by the government and relevant authorities. Such foreign exchange controls orrestrictions may affect its operations, for example, its ability to convert these currencies as andwhen required to make payments.

In late 1998, the Malaysian government imposed new capital restrictions and pegged the RMagainst the US$ at RM3.80. The capital restrictions have been largely removed pursuant to theliberalisation of the foreign exchange administration rules as announced by the Central Bank ofMalaysia on 23 March 2005. Effective 1 April 2005, residents without domestic credit facilities arefree to invest abroad in foreign currency, to be funded either from their own foreign currency orfrom conversion of RM funds. However, remittance of funds exceeding RM50,000 equivalent fromMalaysia for investment abroad is subject to the approval of the Central Bank of Malaysia. On 21July 2005, the RM peg to the US$ was removed and the RM switched to a managed float system,under which the value of the RM is allowed to fluctuate within an undisclosed band against anundisclosed basket of currencies. On 21 March 2007, the Central Bank of Malaysia announcedfurther liberalisation of the foreign exchange administration policy to provide greater flexibility forbusinesses to actively manage financial risks. The current understanding is that effective from 1April 2007, foreign currency borrowing limits for resident companies is raised from RM50 million toRM100 million, aggregated on a corporate group basis. A resident will also be allowed to hedgeforeign currency loan repayments up to the full commitment of the loans compared to the limit of24 months previously.

To date, the Group is not subject to any adverse exchange control requirements in respect of therepatriation of capital, profits, dividends or interest from its overseas subsidiaries with respect tothe exchange control requirements. However, should governmental policies relating to the foreignexchange controls in the jurisdictions in which the Group’s operates or in which it intends toexpand its business tighten or where there is an adverse change in the regulations regardingrepatriation of their local currency, such policies may affect the Group’s ability to receive funds

45

where it has investments in overseas companies or to receive capital, profits, interest or dividendsfrom them. In such event, the Group’s earnings, cash flow and ability to pay dividends may beaffected.

The Group requires various licences and permits to operate its business

The Group holds various licences and permits issued by various governmental authorities ordepartments in Malaysia to conduct its operations such as, inter alia, manufacturing licences,licence to purchase sugar (being a controlled item under the Control of Supply Act 1961), exportlicences and purchase of palm oil licence. These licences and permits are necessary to enable usto carry on the Group’s operations and business in Malaysia. The licences and permits aregenerally subject to conditions stipulated in the licences and permits and/or in the relevant laws orregulations under which such licences and permits are issued.

Failure to comply with such conditions could result in the revocation of the relevant licence orpermit. As such, the Group has to constantly monitor and ensure that it complies with suchconditions. Should there be any failure to comply with such conditions resulting in the revocation ofany of the licences and permits, the Group may not be able to carry out its operations. If so, therewould be an adverse impact on its operations and financial performance.

In addition, sweetened condensed milk and evaporated milk comes within the Price Control Act1946 subject to which the Group’s retailers cannot sell these products above the maximum pricefixed by the relevant authority in Malaysia. The Group’s profit margin would thus be affected if theprices of the raw material increases without a corresponding adjustment of the ceiling price set bythe relevant authority. As sugar is also a price-controlled item and if the Group is not givenpermission by the relevant authority to buy sugar at the free market price which is currently lowerthan the controlled price, the Group would have to absorb the difference in pricing between thefree market price and the controlled price.

The Group is affected by regional and worldwide social, political and economic conditions

Globalisation has resulted in the Group’s dependence on global social, political and economicconditions. In particular, the uncertainties arising from the recent war in Iraq as well as theincreased threat of terrorism may cause our customers to take a cautious approach to business.Such adverse changes in social, political and economic conditions may result in higher costs ofraw materials or a cancellation, reduction or delay in orders, which will have an adverse effect onthe Group’s financial performance.

The Group’s future performance will depend on our ability to implement our expansionplans successfully

The Group has plans to expand and improve its existing production facilities. While the Group hasplanned such expansion based on an expectancy of increased business from its customers, thereis no assurance that the Group will be able to secure new business from its customers. It expectsto incur substantial capital expenditure and other expenses in connection with the implementationof these plans. In addition, the Group’s expansion will result in an increase in the fixed costs of itsoperations. The Group’s ability to maintain or increase its profitability will be dependent, in part,upon its ability to generate increasing revenues and to maintain or increase the utilisation rates ofits machines and production lines. The expansion of the Group’s manufacturing facilities, if not wellmanaged, may result in inefficient use of the expanded capacity. This may adversely affect theGroup’s results of operations. Any failure on the Group’s part to successfully manage its expansionplans could have an adverse impact on its business, financial condition and results of operations.

The Group is subject to foreign exchange rate fluctuations

The Group’s foreign currency denominated revenue are mainly denominated in USD, NZD andAUD and to a smaller extent in Bruneian dollars whilst the majority of its foreign currencydenominated purchases are denominated in USD, NZD and to a smaller extent in SGD or Euro. Tothe extent that the Group’s sales and purchases are not naturally matched in the same currencyand to the extent that there are timing differences between invoicing and collection/payment, the

46

Group will be exposed to foreign currency exchange gains and losses arising from transactions incurrencies other than its functional currency, RM. There can be no assurance that the Group willbe able to successfully manage its foreign exchange risks.

Accordingly, any significant adverse foreign currency fluctuations may adversely impact on theGroup’s financial performance. The financial statements of the Group are reported in RM. TheCompany’s financial statements are prepared in S$ and will be translated to the Group’s reportingcurrency based on the relevant exchange rates. These are then consolidated and reported in RMat Group level. Any significant adverse fluctuation in the exchange rates between RM vis-a` -vis S$would have a negative impact on the Group’s consolidated financial statements.

The Group has transactional foreign currency exposures from its external trading activities wherethe currency denomination is not in RM. Foreign exchange exposures may arise from purchases ofmaterials or revenues which are not denominated in RM. The Group’s policy is to enter intoforward currency contracts whenever necessary or deemed appropriate. Any significantunfavourable movement of such foreign currency rates in which revenue is received will materiallyand adversely affect the Group.

Risks relating to the recent acquisition of NNL

Dependency on NNL’s brands and trademarks

NNL is in the business of marketing and branding. Establishing and maintaining the reputation ofits brands, the quality of its products and the legal rights to its trademarks are key to the continuityof the business. Disputes arising from similar sounding registered trademarks, failure toconsistently deliver quality products and product claims may erode the value of its trademarks.Consequently, this may have an adverse impact on the demand of its products or its ability toretain existing customers or secure new customers which is likely to negatively affect itsperformance.

Intense competition from industry competitors

NNL operates in a competitive industry and faces substantial competition from a number ofcompetitors in New Zealand and Australia, which are NNL’s key markets. Its competitors include,inter alia, Nutralife, Musashi, Max’s and EAS. NNL’s end customers may buy similar products soldby its competitors and any reduction of prices or non-price competitive measures may adverselyaffect NNL’s sales, profit margin or market share. Further, its competitors in the food industry mayhave greater financial and technical resources than NNL or may be able to respond more quicklyto changes in consumer demand. There is no assurance that NNL will be able to competesuccessfully against its competitors or be as efficient as its competitors in the future. Accordingly,NNL’s sales and profitability margins may be materially and adversely affected if it were unable tocompete effectively.

Dependency on distribution channels

As NNL is a “virtual” company, its products are primarily distributed through the route and retailchannels in New Zealand and Australia, which includes distributing products to gyms, health foodshops, supermarkets and oil and convenience retail outlets. Furthermore, sales to the Australianroute trade have been outsourced to four territory owners. In the event that some of the distributionchannels which NNL employs are disrupted, poorly managed, or have its existing contractsterminated, cease to be renewed or renewed at less favourable terms and the Company is unableto source for alternative channels, the retail growth and penetration rate of its products andfinancial performance may be adversely affected.

Exposure to product liability claims

NNL markets a range of health and sports nutrition products which will be consumed by endconsumers. NNL is therefore exposed to product liability claims and other legal actions should anyof its end consumers suffer from allergic reactions or develop any illnesses after consuming itsproducts. Such adverse reactions may occur despite its stringent quality controls and testingactivities on such products. Whilst NNL has to-date not been the subject of such product liability

47

claims, there can be no assurance that this will not happen in the future. Should such claims bemade in the future, any settlements which have to be made may affect consumer confidence in thebranding of the products and consequently affect the Group’s financial performance.

Failure to retain services of key personnel may adversely affect NNL’s business

NNL’s success to date has been due largely to the contributions of its management teams andemployees. As such, NNL’s continued success is dependent on its ability to retain the services ofsuch personnel. There is no certainty that the Group will be able to retain or integrate newpersonnel into the Group or identify or employ qualified personnel. Accordingly, the loss of theservices of these key personnel or the inability to attract additional qualified persons maynegatively affect the Group’s business, financial condition, results of operations and futuredevelopment.

Limited knowledge in NNL’s business

Although the Company believes that its current senior management has sufficient knowledge atthe operations level which will enable them to sufficiently understand Horleys’ products even at thetechnical level, there is no assurance that the Company will be able to leverage on suchknowledge to manage NNL profitably in a timely manner. In the event that the Company is unableto retain the key NNL’s personnel or manage NNL’s business themselves, NNL’s financialperformance and condition may be adversely affected.

Dependency on major manufacturers

NNL’s products are subcontracted to external manufacturers, which includes inter alia, Healtheries,Nice & Natural and DFC. These manufacturers may have to observe codes, standards orlegislation, which among others, may include codes such as the Australian Code of GoodsManufacturing for Non-sterile Therapeutic Goods – Medicinal Products. In the event that any oneof these manufacturers do not adhere to such applicable codes, standards or legislation resultingin a loss of their manufacturing rights, this may cause delay or disruption in the supply of suchproducts to NNL, which may in turn affect its business, branding efforts, financial performance andposition.

Manufacturers, whose products account for a substantial portion of NNL’s sales, may also holdcertain proprietary manufacturing knowledge or recipe for NNL’s product ranges. There is nocertainty that these information will stay as proprietary knowledge to NNL or that NNL will continueto have the rights to use the recipe developed or owned by such third party manufacturers. In theevent that NNL loses such rights, NNL may suffer from a potential loss of income from the productranges supplied by such manufacturers.

In addition, NNL’s arrangements with some of its major manufacturers are subject to contractswhich are required to be renewed or extended. Further, the Company understands that suchrenewal or extension may be contingent upon successful finalisation of mutually acceptablerenewal terms such as pricing and volume or demand of products. There is no assurance thatsuch contracts can be renewed or extended on the same or similar terms. In the event that NNL isunable to sub-contract its manufacturing functions to these manufacturers on the same or similarterms, and it is unable to source for alternative manufacturers, there may be delays in deliverywhich may adversely affect the results of its operations and reputation.

Dependency on major service providers

NNL outsources its storage and logistic functions in relation to its products to third party serviceproviders. Accordingly, NNL’s financial performance may be affected if such service providers delayin their delivery to NNL of its products, increase their service charges or fail to store their productsunder proper conditions resulting in spoilage. In the event that there is any disruption to the supplychain and NNL is unable to find alternatives at a comparable price and within a reasonable time,NNL’s business may be adversely affected.

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NNL’s operations may be affected by the social, political, currency and economic conditionsin the countries where it operates

NNL primarily distributes its products to New Zealand and Australia. There is no assurance that theexisting Group’s risk profile will not change significantly pursuant to the Proposed Acquisition.Despite New Zealand and Australia both being economically developed and politically stablecountries, there is no assurance that there will not be any adverse changes in the social, politicaland economic conditions. Any changes in the relevant exchange rates of the NZD and AUD, social,political and economic conditions of the respective countries in which it distributes may result in adecrease in demand for its products and consequently may affect NNL’s contribution to the Group.Examples of such conditions may include economic downturn, unfavourable changes ingovernment policies or terrorist attacks. While such conditions are beyond the Group’s control, itmay disrupt NNL’s potential growth and operations in these countries and may adversely affect theGroup’s financial performance.

RISKS RELATING TO OWNERSHIP OF THE COMPANY’S SHARES

Risks relating to the ownership of the Shares

The Company’s Share price may be volatile, which could result in substantial losses for investorsacquiring the Company’s Shares. The market price of the Company’s Shares could be subject tosignificant fluctuations in response to various factors and events, including the liquidity of themarket for its Shares, differences between its actual financial operating results and those expectedby investors and analysts, changes in analysts’ recommendations or projections, additions ordepartures of key personnel, changes in general market conditions and broad market fluctuations.

The Company’s Directors, Substantial Shareholders and their Associates will retainsignificant control over the Company after the Rights Issue, which will allow them toinfluence the outcome of matters submitted to Shareholders for approval

The Directors, Substantial Shareholders and their Associates will hold in aggregate approximately71.1% of the Group’s issued and paid-up share capital (assuming these persons accept theirprovisional allotments of Rights Shares with Warrants in full). These persons, if acting together, willbe able to exercise significant influence over all matters requiring Shareholders’ approval, includingthe election of Directors and approval of significant corporate transactions, and will have vetopower in respect of any Shareholders’ action or approval requiring a majority vote. Suchconcentration of ownership may also have the effect of delaying, preventing or deterring a changein control of the Company which may benefit its Shareholders.

The Group’s subsidiaries are not incorporated in Singapore and those rights and protectionaccorded may not be the same as those applicable to a Singapore incorporated company

The Group’s subsidiaries are not incorporated in Singapore and are subject to the relevantMalaysian and other countries’ laws and regulations. The Companies Act may provide certainrights and protection to Singapore incorporated companies of which there may be nocorresponding or similar provision under the relevant Malaysian and other countries’ laws andregulations. As such, the Company’s subsidiaries may or may not enjoy the same level of rightsand protection that a Singapore incorporated company would be accorded under the CompaniesAct. Any person wishing to have advice on the differences between the relevant Malaysian andother country laws and regulations and the Companies Act and/or the laws or any jurisdiction withwhich he is not familiar is recommended to seek independent legal advice.

Risks relating to the ownership of the Warrants

Warrants will expire worthless

The Warrants issued pursuant to the Rights Issue have an Exercise Period of three (3) years. Inthe event that the Warrants are not exercised by the end of the Exercise Period, the Warrants willbe worthless.

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Amendment of the terms and conditions of the Warrants

The Company may, without the consent of the Warrantholders but in accordance with the DeedPoll, effect any modification to the terms of the Warrants or the Deed Poll, which, in the opinion ofthe Company, (i) is not materially prejudicial to the interests of the Warrantholders or (ii) is of aformal, technical or minor nature or (iii) is to correct a manifest error or to comply with mandatoryprovisions of Singapore law or (iv) is to vary or replace provisions relating to the transfer orexercise of the Warrants including the issue of New Shares arising from the exercise thereof ormeetings of the Warrantholders in order to facilitate trading in or the exercise of the Warrants or inconnection with the implementation and operation of the book-entry (scripless) settlement systemin respect of trades of the Company’s securities on the SGX-Sesdaq.

Potential dilution in the event the Warrants are not exercised

In the event that an Entitled Shareholder does not take up his entitlement to the Warrants underthe Rights Issue or does not exercise any Warrants taken up under the Rights Issue while theother Warrants issued are exercised, such Entitled Shareholder’s interest in the Company may bediluted or varied.

Fluctuations in price and trading volume

The demand for the Warrants and its accompanying price fluctuations as well as trading volumemay vary from that of the Shares.

Further issues

Subject to the terms and conditions of the Warrants set out in the Deed Poll, the Company shall beat liberty to issue Shares to Shareholders either for cash or as a bonus distribution and furthersubscription rights upon such terms and conditions as the Company sees fit, but theWarrantholders shall not have any participating rights in such further issues unless otherwiseresolved by the Company in a general meeting.

Warrants not listed on the SGX-Sesdaq

Pursuant to Rule 826 of the Listing Manual, for warrants to be listed, it will normally require asufficient spread of holdings to provide for an orderly market in the securities. As a guide, SGX-STexpects at least 100 warrant holders for a class of company warrants.

If the Warrants are not sufficiently subscribed, it may not meet the spread of holdings of at least100 warrant holders. Shareholders should note that in the event permission is not granted by theSGX-ST for the listing and quotation of the Warrants due to an inadequate spread of holdings forthe Warrants to provide for an orderly market in the trading of the Warrants, holders of Warrantswill not be able to trade their Warrants on the SGX-Sesdaq. The Company shall neverthelessproceed with and complete the Rights Issue in such an event.

10. Where a profit forecast is disclosed, state the extent to which projected sales or revenuesare based on secured contracts or orders, and the reasons for expecting to achieve theprojected sales or revenues and profit, and discuss the impact of any likely change inbusiness and operating conditions on the forecast.

Not applicable, as no profit forecast has been disclosed.

11. Where a profit forecast or profit estimate is disclosed, state all principal assumptions, ifany, upon which the directors or equivalent persons of the relevant entity have based theirprofit forecast or profit estimate, as the case may be.

Not applicable, as no profit forecast or profit estimate has been disclosed.

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12. Where a profit forecast is disclosed, include a statement by an auditor of the relevant entityas to whether the profit forecast is properly prepared on the basis of the assumptionsreferred to in paragraph 11 of this Part, is consistent with the accounting policies adoptedby the relevant entity, and is presented in accordance with the accounting standardsadopted by the relevant entity in the preparation of its financial statements.


13. Where the profit forecast disclosed is in respect of a period ending on a date not later thanthe end of the current financial year of the relevant entity, provide in addition to thestatement referred to in paragraph 12 of this Part –

(a) a statement by the issue manager to the offer, or any other person whose professionor reputation gives authority to the statement made by him, that the profit forecasthas been stated by the directors or equivalent persons of the relevant entity after dueand careful enquiry and consideration; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of hisexamination of the evidence supporting the assumptions referred to in paragraph 11of this Part and in accordance with the Singapore Standards on Auditing or suchother auditing standards as may be approved in any particular case by the Authority,to the effect that no matter has come to his attention which gives him reason tobelieve that the assumptions do not provide reasonable grounds for the profitforecast.


14. Where the profit forecast disclosed is in respect of a period ending on a date after the endof the current financial year of the relevant entity, provide in addition to the statementreferred to in paragraph 12 of this Part –

(a) a statement by the issue manager to the offer, or any other person whose professionor reputation gives authority to the statement made by him, that the profit forecasthas been stated by the directors or equivalent persons of the relevant entity after dueand careful enquiry and consideration; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of hisexamination of the evidence supporting the assumptions referred to in paragraph 11of this Part and in accordance with the Singapore Standards on Auditing or suchother auditing standards as may be approved in any particular case by the Authority,to the effect that no matter has come to his attention which gives him reason tobelieve that the assumptions do not provide reasonable grounds for the profitforecast.


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15. Disclose any event that has occurred from the end of –

(a) the most recent completed financial year for which financial statements have beenpublished; or

(b) if interim financial statements have been published for any subsequent period, thatperiod, to the latest practicable date which may have a material effect on the financialposition and results of the relevant entity or, if it is the holding company or holdingentity of a group, the group, or, if there is no such event, provide an appropriatenegative statement.

Please refer to Paragraph 16 below.

16. In this Part, “published” includes publication in a prospectus, in an annual report or on theSGXNET.

Save for the announcement in relation to this Rights Issue and as disclosed in Part V Section 9and in the section “Risk Factors” in this Offer Information Statement, the Directors are not aware ofany such event which has occurred since 30 September 2006 up to the Latest Practicable Datewhich may have a material effect on the financial position and condition of the Group.

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PART VI (THE OFFER AND LISTING)

1. Indicate the price at which the securities are being offered and the amount of any expensespecifically charged to the subscriber or purchaser. If it is not possible to state the offerprice at the date of lodgment of the offer information statement, the method by which theoffer price is to be determined must be explained.

2. If there is no established market for the securities being offered, provide informationregarding the manner of determining the offer price, the exercise price or conversion price,if any, including the person who establishes the price or is responsible for thedetermination of the price, the various factors considered in such determination and theparameters or elements used as a basis for determining the price.

The Issue Price for each Rights Share with Warrant is S$0.095, payable in full on acceptanceand/or application, and the expense incurred in the Rights Issue will not be specifically charged tosubscribers or purchasers of the Rights Shares with Warrants.

The Exercise Price for each Warrant is S$0.095, payable in full upon exercise of the Warrants(subject to any adjustment under certain circumstances as provided in the Deed Poll).

The Issue Price of S$0.095 is at a discount of approximately 36.7% to the last transacted price ofS$0.15 per Share on 24 January 2007, being the last market day where the Shares were tradedon the SGX-Sesdaq prior to the date of the announcement of the Rights Issue. The Issue Price ofS$0.095 is at a discount of approximately 42.4% to the last transacted price of S$0.165 per Shareas at the Latest Practicable Date.

3. If -

(a) any of the relevant entity’s shareholders or equity interest-holders have pre-emptiverights to subscribe for or purchase the securities being offered; and

(b) the exercise of the rights by the shareholder or equity interest-holder is restricted,withdrawn or waived,

indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of suchrestriction, withdrawal or waiver, if any, and the basis for the offer price.

None of the Shareholders have any pre-emptive rights to subscribe for the Rights Shares withWarrants.

As there may be restrictions or prohibition against the offering of the Rights Shares with Warrantsin certain jurisdictions, only Entitled Shareholders are eligible to participate in the Rights Issue.Please refer to the Section entitled “Eligibility of Shareholders to Participate in the Rights Issue” ofthis Offer Information Statement for more information

4. If securities of the same class as those securities being offered are listed for quotation onany securities exchange –

(a) in a case where the first-mentioned securities have been listed for quotation on thesecurities exchange for at least 12 months immediately preceding the latestpracticable date, disclose the highest and lowest market prices of the first-mentionedsecurities –

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(i) for each of the 12 calendar months immediately preceding the calendar monthin which the latest practicable date falls; and

(ii) for the period from the beginning of the calendar month in which the latestpracticable date falls to the latest practicable date; or

(b) in a case where the first-mentioned securities have been listed for quotation on thesecurities exchange for less than 12 months immediately preceding the latestpracticable date, disclose the highest and lowest market prices of the first-mentionedsecurities –

(i) for each calendar month immediately preceding the calendar month in whichthe latest practicable date falls; and

(ii) for the period from the beginning of the calendar month in which the latestpracticable date falls to the latest practicable date;

(c) disclose any significant trading suspension that has occurred on the securitiesexchange during the 3 years immediately preceding the latest practicable date or, ifthe securities have been listed for quotation for less than 3 years, during the periodfrom the date on which the securities were first listed to the latest practicable date;and

(d) disclose information on any lack of liquidity, if the securities are not regularly tradedin the securities exchange.

4 (a)

The range and volume of the Shares traded on the SGX-Sesdaq for the last 12 monthsimmediately preceding the Latest Practicable Date are as follows:-

No. of DaysCompany’s

No. of SGX SharesShare Trading were not

Month High Low Volume Days Traded(S$) (S$) (‘000) (Days) (Days)

April 2006 0.150 0.125 413 19 8May 2006 0.170 0.110 1,378 21 2June 2006 0.160 0.150 138 22 18July 2006 0.140 0.140 100 21 20August 2006 0.130 0.130 2 22 21September 2006 0.145 0.105 658 21 13October 2006 0.180 0.155 15,687 21 6November 2006 0.200 0.160 1,101 22 16December 2006 0.175 0.150 179 20 17January 2007 0.170 0.150 323 21 15February 2007 0.180 0.130 744 18 7March 2007 0.170 0.120 1,304 22 121 April 2007 to 0.170 0.150 1,336 5 09 April 2007,being the Latest Practicable Date

Source: Bloomberg

4 (b) is not applicable as the Shares have been listed and quoted for more than 12 monthsimmediately preceding the Latest Practicable Date.

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The trading of the Shares of the Company has not been suspended since the period commencingfrom the date of its listing on SGX-Sesdaq on 23 December 2004 till the Latest Practicable Date.For the period of 12 months immediately preceding the Latest Practicable Date, the Shares weretraded on 100 days as compared to a total of 255 on SGX-ST. The simple average trading volumeof the Shares was 91,620 Shares for the same period.

5. Where the securities being offered are not identical to the securities already issued by therelevant entity, provide –

(a) a statement of the rights, preferences and restrictions attached to the securities beingoffered; and

(b) an indication of the resolutions, authorisations and approvals by virtue of which theentity may create or issue further securities, to rank in priority to or pari passu withthe securities being offered.

The Rights Shares and the New Shares, when exercised and issued, will rank pari passu in allrespects with the then existing Shares, save for any dividends, rights, allotments or otherdistributions, the Record Date for which falls on or before the date of issue of the Rights Shares.

Please refer to Part X Paragraph 1 for information on the rights, preferences and restrictionsattached to the Warrants. The Rights Shares with Warrants are issued pursuant to the share issuemandate obtained from Shareholders at the Company’s annual general meeting held on 31January 2007.

6. Indicate the amount, and outline briefly the plan of distribution, of the securities that are tobe offered otherwise than through underwriters. If the securities are to be offered throughthe selling efforts of any broker or dealer, describe the plan of distribution and the terms ofany agreement or understanding with such entities. If known, identify each broker or dealerthat will participate in the offer and state the amount to be offered through each broker ordealer.

Basis of Provisional Allotment : Up to 68,652,060 Rights Shares with 17,163,015 Warrantsto be issued.

The Rights Shares and the Warrants will be provisionallyallotted to Entitled Shareholders on the basis of four (4)Rights Shares with one (1) Warrant for every ten (10)existing Shares held by Entitled Shareholders as at theBooks Closure Date.

Fractional entitlements to the Rights Shares with Warrantswill be disregarded in arriving at Shareholders’ allotmentsand will together with provisional allotments which are nottaken up or allotted for any reason be aggregated and usedto satisfy excess Rights Shares with Warrants applicationsas the Directors may, in their absolute discretion, deem fit.

Entitled Shareholders will be at liberty to accept, decline,renounce or trade their provisional allotments of the RightsShares with Warrants and will be eligible to apply foradditional Rights Shares with Warrants in excess of theirprovisional allotments under the Rights Issue.

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In the allotment of excess Rights Shares with Warrants,preference will be given to the rounding of odd lots and theDirectors and Substantial Shareholders of the Company willrank last in priority.

The Rights Issue is not underwritten by any financialinstitution. However, the Undertaking Shareholders haveeach irrevocably undertaken (on a separate basis) tosubscribe and pay and/or procure subscriptions andpayment for an aggregate of 41,055,159 Rights Shares with10,263,785 Warrants which are provisionally allotted tothem. Please refer to Part X Section 1 for further informationon their Undertakings.

For practical reasons and in order to avoid any violation ofthe securities legislations applicable in countries other thanSingapore, only Entitled Shareholders are eligible toparticipate in the Rights Issue. Please refer to the Sectionentitled “Eligibility of Shareholders to Participate in theRights Issue” of this Offer Information Statement for furtherdetails.

Terms and Conditions : The allotment and issue of the Rights Shares with Warrantspursuant to the Rights Issue is governed by the terms andconditions as set out in this Offer Information Statement,including Appendices B to E, the PAL, the ARE and theARS.

7. Provide a summary of the features of the underwriting relationship together with theamount of securities being underwritten by each underwriter.

Not applicable, as the Rights Issue is not underwritten. However, please see Part X Section 1 ofthe Offer Information Statement for further details of the Undertakings.

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PART VII (ADDITIONAL INFORMATION)

1. Where a statement or report attributed to a person as an expert is included in the offerinformation statement, provide such person’s name, address and qualifications.

Not applicable.

2. Where the offer information statement contains any statement (including what purports tobe a copy of, or extract from, a report, memorandum or valuation) made by an expert –

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of incorporation inthe offer information statement; and

(c) include a statement that the expert has given, and has not withdrawn, his writtenconsent to the issue of the offer information statement with the inclusion of thestatement in the form and context in which it is included in the offer informationstatement.

3. The information referred to in paragraphs 1 and 2 of this Part need not be provided in theoffer information statement if the statement attributed to the expert is a statement to whichthe exemption under regulation 26(2) or (3) applies.

No statement or report of any expert has been or is included in this Offer Information Statement.

4. Where a person is named in the offer information statement as the issue manager orunderwriter (but not a sub-underwriter) to the offer, include a statement that the person hasgiven, and has not withdrawn, his written consent to being named in the offer informationstatement as the issue manager or underwriter, as the case may be, to the offer.

The Manager has given and has not withdrawn its written consent to the issue of this OfferInformation Statement with the inclusion of its name and all references thereto, in the form andcontext in which it appears in this Offer Information Statement. The Manager does not make, orpurport to make, any statement in this Offer Information Statement and is not aware of anystatement in this Offer Information Statement which purports to be based on a statement made byit and it makes no representation, expressed or implied, regarding, and subject to applicable lawand regulations, and takes no responsibility for, any statements in or omissions from this OfferInformation Statement.

The Manager has not authorised or caused the issue of this Offer Information Statement.

5. Include particulars of any other matters not disclosed under any other paragraph of thisSchedule which could materially affect, directly or indirectly —

(a) the relevant entity’s business operations or financial position or results; or

(b) investments by holders of securities in the relevant entity.

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Save as disclosed in this Offer Information Statement and to the best of the Directors’ knowledge,the Directors are not aware of any other matter which could materially affect, directly or indirectly:

(a) the Company’s business operations or financial position or results; or

(b) investments by holders of securities in the Company.

PART VIII ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES

Not Applicable.

PART IX ADDITIONAL INFORMATION REQUIREDFOR CONVERTIBLE DEBENTURES

Not Applicable.

PART X (ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE)

1. Provide -

(a) the particulars of the rights issue;

(b) the last day and time for splitting of the provisional allotment of the securities to beissued pursuant to the rights issue;

(c) the last day and time for acceptance of and payment for the securities to be issuedpursuant to the rights issue;

(d) the last day and time for renunciation of and payment by the renouncee for thesecurities to be issued pursuant to the rights issue;

(e) the terms and conditions of the offer of securities to be issued pursuant to the rightsissue;

Principal terms of the Rights Shares

Number of Rights Shares : Up to 68,652,060 Rights Shares with Warrants to beissued.

Basis of Provisional Allotment : Four (4) Rights Shares with one (1) Warrant for everyten (10) existing Shares held by Entitled Shareholdersas at the Books Closure Date, fractional entitlementsto be disregarded.

Rights Issue Price : S$0.095 for each Rights Share, payable in full onacceptance and/or application.

Status of the Rights Shares : The Rights Shares are payable in full uponacceptance and application, and when allotted andissued, will rank pari passu in all respects with the

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then existing Shares for any dividends, rights,allotments or other distributions, the Record Date forwhich falls on or after the date of issue of the RightsShares.

Listing of the Rights Shares : The Company has been informed by the SGX-ST on9 March 2007 of the in-principle approval for thelisting of and quotation for the Rights Shares, on theSGX-Sesdaq subject to certain conditions, the detailsof which are set out below.

Trading of the Rights Shares : Upon the listing of and quotation for the RightsShares on the SGX-Sesdaq, the Rights Shares will betraded on the SGX-Sesdaq under the book-entry(scripless) settlement system. For the purposes oftrading on the SGX-Sesdaq, each board lot of Shareswill comprise 1,000 Shares.

Governing Law : Laws of the Republic of Singapore.

Principal terms of the Warrants

Number of Warrants : Up to 17,163,015 Warrants to be issued free togetherwith the Rights Shares.

Basis of Allotment : One (1) free detachable Warrant with every four (4)Rights Shares subscribed for every ten (10) existingordinary shares held by Entitled Shareholders as atthe Books Closure Date, fractional entitlements to bedisregarded.

Detachability and Trading : The Warrants will be detached from the Rights Shareson issue and will be listed and traded separately onthe SGX-Sesdaq under the book-entry (scripless)settlement system upon the listing of and quotation forthe Warrants on the SGX-Sesdaq, subject to, interalia, an adequate spread of holdings of the Warrantsto provide for an orderly market in the Warrants. Eachboard lot of Warrants will consist of 1,000 Warrants orsuch other number as may be notified by theCompany.

Listing of the Warrants : The Company has been informed by the SGX-ST on9 March 2007 of the in-principle approval for thelisting of and quotation for the Warrants on the SGX-Sesdaq subject to certain conditions, the details ofwhich are set out below.

Form and Subscription Rights : The Warrants will be issued in registered form and willbe constituted by the Deed Poll. Subject to the termsand conditions of the Warrants to be set out in theDeed Poll, each Warrant shall entitle theWarrantholder, at any time during the Exercise Period,to subscribe for one (1) New Share at the ExercisePrice on the relevant exercise date.

Exercise Price : S$0.095 for each New Share, payable in full on theexercise of the Warrant, which price shall be subjectto adjustments under certain circumstances set out inthe Deed Poll.

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Exercise Period : The Warrants may be exercised at any time from andincluding the date of issue of the Warrants up to 5.00

p.m. on the day immediately preceding the third (3rd)anniversary of the date of issue of the Warrantsunless such date is a date on which the Register ofMembers is closed or is not a Market Day, in whichevent the Warrants shall expire on the date prior tothe closure of the Register of Members or theimmediately preceding Market Day, as the case maybe (but excluding such period(s) during which theregister of Warrantholders may be closed), subject tothe terms and conditions of the Warrants to be set outin the Deed Poll. Warrants remaining unexercised atthe expiry of the Exercise Period shall lapse andcease to be valid for any purpose.

: Warrantholders who exercise their Warrants must paythe Exercise Price by way of (a) a remittance inSingapore currency by Banker’s Draft or Cashier’sOrder drawn on a bank operating in Singapore infavour of the Company; or (b) subject to the Warrantsbeing listed on the SGX-Sesdaq, by debiting therelevant Warrantholder’s CPF Investment Accountwith the specified CPF Approved Bank for the creditof the Special Account (each term as defined in theDeed Poll); or (c) subject to the Warrants being listedon the SGX-Sesdaq, partly in the form of remittanceand/or partly by debiting such Warrantholder’s CPFInvestment Account with the CPF Approved Bank forthe credit of the Special Account.

Adjustments : The Exercise Price and the number of Warrants to beheld by each Warrantholder will, after their issue, besubject to adjustments under certain circumstances tobe set out in the Deed Poll. Any additional Warrantsissued shall rank pari passu with the Warrants and willfor all purposes form part of the same series. Anysuch adjustments shall (unless otherwise providedunder the rules of the SGX-ST from time to time) beannounced by the Company to the SGX-ST.

Status of the New Shares : The New Shares arising from the exercise of theWarrants, upon issue and allotment, will rank paripassu in all respects with the then existing Shares forany dividends, rights, allotments or other distributions,the Record Date for which is on or after the relevantexercise date of the Warrants.

: The Company may, without the consent of theWarrantholders but in accordance with the terms ofthe Deed Poll, effect any modification to the terms ofthe Deed Poll including the terms and conditions ofthe Warrants which, in the opinion of the Company is:-

(a) not materially prejudicial to the interests of theWarrantholders;

(b) of a formal, technical or minor nature;

Modification of Rights ofWarrantholders

Mode of Payment for Exerciseof Warrants

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(c) to correct a manifest error or to comply withmandatory provisions of Singapore law; or

(d) to vary or replace provisions relating to thetransfer or exercise of the Warrants, includingthe issue of New Shares arising from theexercise thereof or meetings of theWarrantholders in order to facilitate trading in orthe exercise of the Warrants or in connectionwith the implementation and operation of thebook-entry (scripless) settlement system inrespect of trades of the Company’s securitieson the SGX-Sesdaq.

Winding-Up : Where there is a members’ voluntary winding-up ofthe Company (other than a winding-up for thepurpose of reconstruction or amalgamation pursuantto a scheme of arrangement), the Warrantholdersmay, subject to the terms and conditions of the DeedPoll, elect to be treated as if they had immediatelyprior to the commencement of such winding-upexercised the Warrants and had on such date beenthe holders of the Shares to which they would havebecome entitled pursuant to such exercise. TheCompany shall give notice to the Warrantholders inaccordance with the terms and conditions to be setout in the Deed Poll of the passing of any suchresolution within seven (7) days after the passingthereof. Where a Warrantholder has selected to betreated as if it had exercised its Warrants asaforesaid, it shall be liable to pay the Exercise Price inrelation to such exercise.

Subject to the foregoing, if the Company is wound upfor any other reason, all Warrants which have notbeen exercised at the date of the passing of suchresolution for the winding-up of the Company shalllapse and cease to be valid for any purpose.

Further Issues : Subject to the terms and conditions of the Warrants tobe set out in the Deed Poll, the Company shall be atliberty to issue Shares to Shareholders either for cashor as a bonus distribution and further subscriptionrights upon such terms and conditions as theCompany sees fit. However, the Warrantholders shallnot have any participation rights in any such issues ofShares by the Company unless otherwise resolved bythe Company in general meeting.

Warrant Agent : Lim Associates (Pte) Ltd.

Governing Law : Laws of the Republic of Singapore.

The last date and time for splitting of the provisional allotment of the Rights Shares with Warrantsis on 25 April 2007 at 4.45 p.m.

The last date and time for acceptance of and payment for the Rights Shares with Warrants is on 2May 2007 at 4.45 p.m.*

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The last date and time for renunciation of and payment by the renouncee for the Rights Shareswith Warrants is on 2 May 2007 at 4.45 p.m.

The last date and time for the application of and payment for excess Rights Shares with Warrantsis on 2 May 2007 at 4.45 p.m.*

* The last date and time for acceptance and/or excess application and payment through anAutomated Teller Machine of a Participating Bank is 2 May 2007 at 9.30 p.m.

On 9 March 2007, SGX-ST granted in-principle approval for the listing of and quotation for theRights Shares, the Warrants and the New Shares on the SGX-Sesdaq, subject to, inter alia, thefollowing conditions:-

(i) the Company’s compliance with the SGX-ST’s listing requirements and guidelines;

(ii) a valid shareholders’ mandate being available for the issue of the Rights Shares and theWarrants; and

(iii) the submission of a confirmation that there is a sufficient spread of holdings of the Warrantsto provide an orderly market in the Warrants as required under Rule 826 of the ListingManual;

In addition, the Company has also provided the SGX-ST with undertakings to:-

(i) make periodic announcements on the use of proceeds from the Rights Issue as and whenthe funds from the Rights Issue are materially disbursed;

(ii) provide a status report on the use of proceeds from the Rights Issue in the Company’sannual report for so long as the proceeds from the Rights Issue remain unutilised; and

(iii) give preference to the rounding of odd lots and ensure that the Directors and SubstantialShareholders will rank last in priority, in the allotment of any excess Rights Shares withWarrants.

The in-principle approval of the SGX-ST is not an indication of the merits of the Company, itssubsidiaries, the Rights Issue, the Rights Shares, the Warrants or the New Shares. The SGX-STassumes no responsibility for the correctness of any of the statements made, reports contained oropinions expressed in this Offer Information Statement.

The terms and conditions of the Rights Issue are as set out in this Offer Information Statementincluding Appendices B to E.

(f) the particulars of any undertaking from substantial shareholders or substantial equityinterest holders, as the case may be, of the relevant entity to subscribe for theirentitlements; and

(g) if the rights issue is or will not be underwritten, the reason for not underwriting theissue.

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Pursuant to the Undertakings, Messrs Dato’ Jaya J B Tan, Kamal Y P Tan, Tan San Chuan, KwongYuen Seng, Khor Sin Kok and Mah Weng Choong, who in aggregate beneficially own a total of77,955,581 shares as at 26 January 2007, being the date of the announcement for the RightsIssue, representing approximately 45.4% of the existing share capital of the Company, have eachgiven to the Company irrevocable undertakings to subscribe and/or procure subscriptions for theirrespective entitlements which aggregated to 31,182,230 Rights Shares with 7,795,554 freeWarrants or such other number of Rights Shares and Warrants which may be provisionally allotted.The number of Shares held by each of the Undertaking Shareholders and the number ofundertaken Rights Shares with Warrants are as follows:

No. ofUndertaking Undertaken No. ofShareholders No. of Rights Warrants(who are Directors) Shares Held Shares Entitlement

Dato’ Jaya J B Tan 29,618,789 11,847,515 2,961,878Kamal Y P Tan 29,618,789 11,847,515 2,961,878Tan San Chuan 4,936,465 1,974,586 493,646Khor Sin Kok 4,577,846 1,831,138 457,784Mah Weng Choong 4,636,846 1,854,738 463,684

Total (A) 73,388,735 29,355,492 7,338,870

No. ofUndertaking Undertaken No. ofShareholders No. of Rights Warrants(who are not Directors) Shares Held Shares Entitlement

Kwong Yuen Seng (B) 4,566,846 1,826,738 456,684

Total (A+B) 77,955,581 31,182,230 7,795,554

Each of the Undertaking Shareholders has given to the Company and the Manager irrevocableundertakings (the “Undertakings”) that inter alia, they will subscribe and pay for and/or procuresubscription and payment for, in accordance with the terms of the Rights Issue, their RightsShares with Warrants entitlements or such other number of Rights Shares and Warrants whichmay be provisionally allotted to them (“Entitled Rights Issue”), no later than the latest time anddate for acceptance and payment for the Rights Shares and Warrants under the Rights Issue.Pursuant to the Undertakings, approximately 45.4% of the Rights Shares with Warrants or31,182,230 Rights Shares with 7,795,554 Warrants will be undertaken by the UndertakingShareholders.

Further, Tan San Chuan will use his best endeavours to procure the execution of an undertakingfrom his mother, Tan Yet Meng and sister, Tan San Lin to subscribe and pay for, in accordance withthe terms of the Rights Issue, 9,872,929 Rights Shares and 2,468,231 Warrants or such othernumber of Rights Shares and Warrants which may be provisionally allotted to his mother and sister(“Additional Entitled Rights Issue”), no later than the closing date for the Rights Issue. In theevent that his mother and sister do not execute the aforesaid undertaking and/or do not wish tosubscribe for their entitlement to the Rights Issue, he undertakes to subscribe and pay for anyadditional Rights Shares and Warrants up to the amount equivalent to the Additional EntitledRights Issue (“Tan San Chuan’s Additional Undertaking”). Tan Yet Meng’s and Tan San Lin’sentitlements are as follows:

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Shareholders whose Rights Shares Entitlement may be No. of undertaken by Rights No. ofthemselves and/ No. of Shares Warrantsor Tan San Chuan Shares Held Entitlement Entitlement

Tan Yet Meng 19,745,858 7,898,343 1,974,585Tan San Lin 4,936,465 1,974,586 493,646

24,682,323 9,872,929 2,468,231

Pursuant to the Undertakings and Tan San Chuan’s Additional Undertaking, an aggregate ofapproximately 59.8% of the Rights Shares with Warrants or 41,055,159 Rights Shares with10,263,785 Warrants will be subscribed.

In connection with Rule 877(10) of the Listing Manual, the Company has on 15 February 2007,inter alia, confirmed and undertook to SGX-ST that in the allotment of any excess Rights Shareswith Warrants, preference will be given to the rounding of odd lots and it will ensure that Directorsand Substantial Shareholders of the Company shall rank last in priority.

The obligations of the Undertaking Shareholders pursuant to the Undertakings (including the TanSan Chuan’s Additional Undertaking), are subject to and conditional upon:-

(a) the lodgment of the Offer Information Statement in connection with the Rights Issue togetherwith all other accompanying documents by the Company with the Authority; and

(b) approval in-principle having been granted by the SGX-ST (and such approval not havingbeen withdrawn or revoked on or prior to the Closing Date) for the listing of and quotation forthe Rights Shares, the Warrants and the New Shares on the SGX-Sesdaq and, if suchapproval is granted subject to conditions, such conditions being acceptable to the Company.

In view of the above Undertakings (including the Tan San Chuan’s Additional Undertaking) and thesavings in costs by the Company in respect of underwriting fees for a non-underwritten RightsIssue, the Rights Issue will not be underwritten by any financial institution.

In the event that there is an insufficient or inadequate spread of holdings for the Warrants toprovide for an orderly market in the trading of the Warrants, the Warrants may not be listed andquoted on the SGX-Sesdaq. Accordingly in such event, the holders of the Warrants will not be ableto trade their Warrants on the SGX-Sesdaq.

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ADDITIONAL DISCLOSURE REQUIREMENTS FOR RIGHTS ISSUES UNDERAPPENDIX 8.2 OF THE LISTING MANUAL

Working Capital

Provide a review of the working capital for the last three financial years and the latest half year, ifapplicable.

PY2004 FY2005 FY2006Proforma Audited AuditedRM’000 RM’000 RM’000

Current assetsInventories 11,697 20,636 29,519Trade and other receivables 25,634 36,093 66,791Fixed deposits – 7,273 388Cash and bank balances 44 290 2,160

37,375 64,292 98,858

Less:Current liabilitiesTrade and other payables 28,602 37,369 49,540Bank borrowings 14,819 19,742 44,315Finance leases 533 473 1,038Current income tax payable – 13 6

43,954 57,597 94,899

Net current assets/(liabilities) (6,579) 6,695 3,959

FY 2005 vs PY 2004

Inventories increased by approximately RM8.9 million or 76.4% in FY 2005 which was primarilyattributable to an increase in production capacity and the higher cost of skimmed milk stock, as a resultof an increase in prices for milk powder.

Trade and other receivables increased by approximately RM10.5 million or 40.8% in FY 2005 ascompared to the previous year. The increase was in line with the higher turnover.

Trade and other payables increased by approximately RM8.8 million or 30.7% in FY 2005, as a result ofan increase in usage of locally sourced materials, such as packing material and tin cans. The increase inthe trade and other payables was also partially due to the higher average cost of tin cans. Increase inother payables mainly relates to payables resulting from the construction for the extension of the Group’sfactory and the accrual of the Group’s Directors’ fee.

Current bank borrowings increased by approximately RM4.9 million or 33.2% in FY 2005. This waspartially due to higher utilisation of trade lines on imports of milk powder and the drawdown of a newterm loan to finance the extension of the Group’s manufacturing facilities.

The cash position of the Group, including the fixed deposits, as at the end of FY 2005 increasedsignificantly as compared to the cash position as at the end of PY 2004 and is attributable to the netproceeds from the initial public offering for the Company in FY 2005.

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FY 2006 vs FY 2005

Inventories increased by approximately RM8.9 million or 43.0% in FY 2006, which was primarily due tothe consolidation of inventory holdings attributable or resulting from the acquisition of the PB Group in FY2006.

Trade and other receivables increased by approximately RM30.7 million or 85.1% in FY 2006 ascompared to the previous year. The increase is in line with the higher sales level for the financial yearand the inclusion of PB Group’s receivables pursuant to the acquisition.

Trade and other payables increased by approximately RM12.2 million or 32.6% in FY 2006, partially dueto the consolidation of trade and other payables from the PB Group pursuant to its acquisition. Theincrease was also attributed to the increased usage of locally sourced materials like packing materialsand tin cans as a result of increased production and higher prices while the increase in other payableswas mainly due to installation works for additional production line for condensed milk.

Current bank borrowings increased by approximately RM24.6 million or 124.5% in FY 2006. This wasdue to the increased usage of trade lines, revolving credit facilities utilisation and borrowings for thefinancing of the acquisition of the PB Group and the working requirements of the Group to support theincrease in business activities and revenues.

The cash position of the Group, including the fixed deposits, as at the end of FY 2006 was reduced by66.3% to RM2.5 million from RM7.6 million as at the end of FY 2005 mainly due to the funding of theacquisition of the PB Group and utilization of IPO proceeds for the Group’s expansion.

Convertible Securities

(i) where the rights issue or bought deal involves an issue of convertible securities, such ascompany warrants or convertible debt, the information in Rule 832;

(ii) where the rights issue or bought deal is underwritten and the exercise or conversion priceis based on price-fixing formula, to state the exercise or conversion price must be fixed andannounced before trading of nil-paid rights commerce

(i) Please refer to Part III, Part IV, Part V, Part X and Appendix A of this Offer Information Statement.

(ii) Not applicable

Manager’s Responsibility Statement

A statement by the issue manager that, to the best of their knowledge and belief, the documentsconstitutes full and true disclosure of all material facts about the issue, the issue and itssubsidiaries, and that the issue manager is not aware of any facts the omission of which wouldmake any statement in the document misleading; and where the document contains a profitforecast, that is satisfied that the profit forecast has been stated by the directors after reasonableenquiry.

Asian Corporate Advisors Pte. Ltd., as the Manager for the Rights Issue, confirms that, having made allreasonable enquiries, to the best of its knowledge and belief and based on information made available toit by the Company, this Offer Information Statement constitutes full and true disclosure of all materialfacts about the Rights Issue, the Company and its subsidiaries and that it is not aware of any facts theomission of which would make any statement herein misleading in any material respect.

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APPENDIX A

TERMS AND CONDITIONS OF THE WARRANTS UNDER THE DEED POLL

The warrants (the “Warrants”) to subscribe for new ordinary shares (the “Shares”) in the capital ofETIKA INTERNATIONAL HOLDINGS LIMITED (the “Company”) are issued subject to and with thebenefit of a deed poll (the “Deed Poll”) dated 9 April 2007 and executed by the Company. The issue ofthe Warrants was authorised by a resolution of the shareholders of the Company (the “Shareholders”)passed 31 January 2007 and by resolutions of the directors of the Company (the “Directors”) passed on26 January 2007.

The statements in these terms and conditions of the Warrants (the “Conditions”) include summaries of,and are subject to, the detailed provisions of the Deed Poll. Copies of the Deed Poll are available forinspection at the specified office of the warrant agent referred to in Condition 4.6 (the “Warrant Agent”)and the holders of the Warrants (the “Warrantholders”) are entitled to the benefit of, are bound by, andare deemed to have notice of, all the provisions of the Deed Poll.

1. DEFINITIONS

For the avoidance of doubt, the definitions in this Condition 1 shall be in respect of the terms andconditions contained herein in this Appendix A:

“Additional Warrants” means such further warrants as may be required or permitted to be issuedby the Company in accordance with Condition 5 (such further warrants to rank pari passu with theOriginal Warrants and for all purposes to form part of the same series), each such AdditionalWarrant entitling the holder thereof to subscribe for one (1) New Share at such price as may bedetermined in accordance with Condition 5, upon and subject to the Conditions;

“Approved Bank” means a bank or a merchant bank in Singapore selected by the Directors;

“Auditors” means the auditors for the time being of the Company or, if there shall be joint auditors,any one or more of such auditors, or in the event of their being unable or unwilling to carry out anyaction required of them pursuant to the Deed Poll or these Conditions, such other auditors as maybe nominated by the Company;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks, theSGX-ST, CDP and the Warrant Agent are open for business in Singapore;

“CDP” means The Central Depository (Pte) Limited and, where the context requires, shall includeany person specified by it, in a notice given to the Company, as its nominee;

“Company” means Etika International Holdings Limited;

“Conditions” means the terms and conditions endorsed on the Warrant Certificates as the samemay from time to time be modified in accordance with the provisions set out herein and thereinand “Condition” refers to the relative numbered paragraphs of the Conditions;

“CPF” means Central Provident Fund;

“CPF Approved Bank” means any bank appointed by the CPF Board to be a bank for the purposesof the CPF Regulations;

“CPF Investment Account” means an account opened by a member of CPF with a CPF ApprovedBank from which money may be withdrawn for, inter alia, payment of the Exercise Price inconnection with the exercise of the Warrants;

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“CPF Regulations” means the Central Provident Fund (Investment Schemes) Regulations as thesame may be modified, amended or supplanted from time to time;

“Depositor” means a person being a Depository Agent or a holder of a Securities Accountmaintained with CDP but does not include a holder of a sub-account maintained with a DepositoryAgent;

“Depository Agent” means an entity registered with CDP for the purpose of maintaining securitiessub-accounts for its own account and for the account of others;

“Depository Register” means the register maintained by CDP in respect of the Warrants registeredin the name of CDP and held by CDP for the Depositors;

“Directors” means the Board of Directors including alternate directors for the time being of theCompany;

“Dollars” and “S$” mean the lawful currency of Singapore;

“Entitled Shareholders” means the holders of the Shares whose names appear in the Register ofMembers of the Company and Depositors with Shares entered against their respective names inthe Depository Register in each case;

“Exercise Date” means in relation to the exercise of any Warrant, the Business Day (falling withinthe Exercise Period) on which the applicable conditions described in Condition 4 are fulfilled, or, iffulfilled on different days, on which the last of such conditions is fulfilled PROVIDED ALWAYSTHAT if any such Business Day falls on a date when the Register of Members of the Company isclosed, the Exercise Date will be the following Business Day on which such register is open;

“Exercise Notice” means in relation to any Warrant the relevant form (for the time being current) forexercising the Warrants, copies of which may be obtained from the Company or the Warrant Agent;

“Exercise Period” means the period during which the Warrants may be exercised commencing onand including the date of issue of the Warrants and expiring at 5.00 p.m. (Singapore time) on thedate immediately preceding the third (3rd) anniversary of the date of issue of the Warrants unlesssuch date is a date on which the Register of Shareholders of the Company is closed or is not aMarket Day, in which event the Exercise Period shall expire on the date prior to the closure of theRegister of Shareholders of the Company or the immediately preceding Market Day, but excludingsuch period(s) during which the Register of Warrantholders may be closed pursuant to Condition4.7;

“Exercise Price” means, in respect of each Warrant, S$0.095 for each Share, subject to adjustmentin accordance with Condition 5;

“Expiry Date” means the last day of the Exercise Period, provided that if such last day falls on aday other than a Business Day, then the Business Day immediately preceding the last day shall bethe Expiry Date;

“Last Dealt Price” means, in relation to a Share on a relevant Market Day, the last dealt price-perShare for one or more board lots of Shares on that Market Day on which there is trading of theShares on the SGX-ST;

“Market Day” has the meaning ascribed to it in the Listing Manual of the SGX-ST;

“New Shares” means new ordinary shares in the capital of the Company to be issued uponexercise of the Warrants, credited as fully paid, including, where the context admits, such newShares arising from the exercise of any further Warrants as may be required or permitted to beissued in accordance with the terms and conditions of the Warrants set out in the Deed Poll. SuchNew Shares shall rank for any dividends, rights, allocations, or other distributions, the record datefor which falls on or after the relevant Exercise Date. For the purposes of this definition, “record

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date” means, in relation to any dividends, rights, allocations or other distributions, the date onwhich as at the close of business Shareholders must be registered in order to participate in suchdividends, rights, allocations or other distributions;

“Notice” means a notice given or to be given in accordance with Condition 12;

“Original Warrants” means the Warrants in registered form to be issued pursuant to the Deed Pollby the Company, each Warrant entitling the holder thereof to subscribe for one (1) New Share atthe Exercise Price upon and subject to the Conditions;

“Register of Members” means the register of members containing the names and addresses of themembers of the Company kept at the registered office of the Company;

“Securities Account” means a securities account maintained by a Warrantholder with CDP;

“SGX-ST” means Singapore Exchange Securities Trading Limited;

“Share(s)” means ordinary share(s) in the capital of the Company;

“Share Registrar” means Lim Associates (Pte) Ltd of 3 Church Street #08-01, Samsung Hub,Singapore 049483 or such other person, firm or company as may from time to time be appointedby the Company and as for the time being maintains in Singapore the Register of Members of theCompany;

“Special Account” means the account maintained by the Company with a bank in Singapore for thepurpose of crediting money, paid by exercising Warrantholders in satisfaction of the Exercise Pricein relation to the Warrants exercised by exercising Warrantholders;

“Special Resolution” means a resolution passed at a meeting of the Warrantholders duly convenedand held and carried by a majority consisting of not less than three-fourths (3/4th) of the votes castthereon;

“Subsidiary” means a subsidiary within the meaning of Section 5 of the Companies Act (Cap. 50)of Singapore for the time being of the Company;

“unexercised” means, in relation to the Warrants, all the Warrants which have been issuedpursuant to the resolutions referred to in the Recitals hereto and all the Warrants which are issuedpursuant to Condition 5 for so long as the Warrants shall not have lapsed in accordance withConditions 3 or 7 other than (a) those which have been exercised in accordance with their terms,(b) those mutilated or defaced Warrants in respect of which replacement Warrants have been dulyissued pursuant to Condition 10, and (c) for the purpose of ascertaining the number of Warrantsunexercised at any time (but not for the purpose of ascertaining whether any Warrants areunexercised) those Warrants alleged to have been lost, stolen or destroyed and in respect of whichreplacement Warrants have been issued pursuant to Condition 10 provided that for the purposesof (i) the right to attend and vote at any meeting of Warrantholders and (ii) the determination ofhow many and which Warrants for the time being remain unexercised for the purposes of Condition9 and paragraphs 1, 3, 4 and 8 of the Schedule, those Warrants which have not been exercisedbut have been lodged for exercise (whether or not the conditions precedent to such exercise havebeen or will be fulfilled) shall, unless and until withdrawn from lodgment, be deemed not to remainunexercised;

“Warrant Agency Agreement” means the warrant agency agreement to be executed by theCompany, the Warrant Agent and the Registrar, pursuant to which the Warrant Agent is appointedby the Company to act in connection with the Warrants upon the terms and conditions set outtherein, and includes any other agreement (whether made pursuant to the terms of the WarrantAgency Agreement or otherwise) appointing further or other Warrant Agents or amending ormodifying the terms of any such appointment;

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“Warrant Certificates” means the certificates (in registered form) to be issued in respect of theWarrants in or substantially in the form set out in Schedule 1 of the Deed Poll as from time to timemodified in accordance with the Conditions;

“Warrantholders” means, in relation to any Warrant, the person or persons for the time beingregistered in the Warrant Register as the holder or joint holders of that Warrant, except that wherethe registered holder is CDP, it shall mean the persons named in the Depository Register againstwhich such Warrants are credited;

“Warrant Agent” means Lim Associates (Pte) Ltd of 3 Church Street #08-01, Samsung Hub,Singapore 049483 or such other person, firm or company as for the time being maintains inSingapore the Warrant Register and as may from time to time be appointed by the Company underthe Warrant Agency Agreement;

“Warrant Register” means the register of Warrantholders required to be maintained pursuant toCondition 4.7; and

“Warrants” means the Original Warrants, the Additional Warrants (if any), and for the time beingremaining unexercised or, as the context may require, a specific number thereof and includes anyreplacement Warrant issued pursuant to Condition 10.

2. FORM, TITLE AND REGISTER

2.1 The Warrants are issued in registered form. Title to the Warrants will be transferable in accordancewith Condition 11. The Warrant Agent will maintain the Register of Warrantholders on behalf of theCompany and except as required by law:

(a) the person in whose name a Warrant is registered (other than CDP); and

(b) (where a Warrant is registered in the name of CDP) the Depositor for the time beingappearing in the Depository Register maintained by CDP as having such Warrant credited tohis Securities Account,

will be deemed and treated as the absolute owner of that Warrant (whether or not the Companyshall be in default in respect of the Warrants or any of the covenants contained in the Deed Polland notwithstanding any notice of ownership or writing thereon or notice of any previous loss ortheft or forgery of the relevant Warrant Certificate or any irregularity or error in the records of CDPor any express notice to the Company or Warrant Agent or any other related matters) for thepurpose of giving effect to the exercise of the rights constituted by the Warrants and for all otherpurposes in connection with the Warrants.

2.2 If two (2) or more persons are entered in the Register of Warrantholders or (as the case may be)the records maintained by CDP, as joint holders of any Warrant, they shall be deemed to hold thesame as joint tenants with benefit of survivorship subject to the following provisions:

(a) The Company shall not be bound to register more than two (2) persons as the registeredjoint holders of any Warrant but this provision shall not apply in the case of executors ortrustees of a deceased Warrantholder.

(b) Joint holders of any Warrant whose names are entered in the Register of Warrantholders or(as the case may be) the relevant records maintained by CDP shall be treated as oneWarrantholder.

(c) The Company shall not be bound to issue more than one (1) Warrant Certificate for aWarrant registered jointly in the names of several persons and delivery of a WarrantCertificate to the joint holder whose name stands first in the Register of Warrant holdersshall be sufficient delivery to all.

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(d) The joint holders of any Warrant whose names are entered in the Register ofWarrantholders or (as the case may be) the relevant records maintained by CDP shall beliable severally as well as jointly in respect of all payments which ought to be made inrespect of such Warrant as well as in connection with their exercise of any such Warrant.

3. EXERCISE RIGHTS

3.1 Upon and subject to these Conditions, each Warrantholder shall have the right by way of exerciseof each Warrant held by the Warrantholder, at any time during the Exercise Period, in the mannerset out in Condition 4 and otherwise on the terms and subject to these Conditions, to subscribe forone (1) New Share at the Exercise Price (subject to adjustments in accordance with Condition 5)on the Exercise Date (as defined in Condition 4.3) applicable to such Warrant. No fraction of aShare shall be allotted.

3.2 At the expiry of the Exercise Period, any Warrants which have not been exercised in accordancewith Condition 4 shall lapse and cease to be valid for any purpose.

3.3 New Shares allotted and issued upon exercise of the Warrants shall be fully paid and shall rank forany dividends, rights, allocations or other distributions, the Record Date for which is on or after therelevant Exercise Date and (subject as aforesaid) shall rank pari passu in all respects with the thenexisting Shares of the Company. For the purpose of this Condition 3.3, “Record Date” means, inrelation to any dividends, rights, allocations or other distributions, the date at the close of business(or such other time as may have been notified by the Company) on which Shareholders must beregistered in order to participate in dividends, rights, allocations or other distributions.

4. PROCEDURE FOR EXERCISE OF WARRANTS

4.1 Lodgment Conditions

4.1.1 In order to exercise the Warrant(s), a Warrantholder must before 5.00 p.m. on any BusinessDay and before 5.00 p.m. on the Expiration Date during the Exercise Period:

(a) lodge the relevant Warrant Certificate(s) registered in the name of the exercisingWarrantholder or CDP (as the case may be) for exercise at the specified office forthe time being of the Warrant Agent lodgment during normal business hours (that is,from 9.00 a.m. to 5.00 p.m., save for the Expiration Date in which case such hoursshall be from 9.00 a.m. to 5.00 p.m.) on any Business Day during the ExercisePeriod together with the Exercise Notice (copies of which may be obtained from theWarrant Agent or the Company) in respect of the Warrants represented thereby, dulycompleted and signed by or on behalf of the exercising Warrantholder and dulystamped in accordance with any law for the time being in force relating to stamp dutyPROVIDED ALWAYS THAT the Warrant Agent may dispense with or defer theproduction of the relevant Warrant Certificate where such Warrant Certificate isregistered in the name of CDP;

(b) furnish such evidence (if any) as the Warrant Agent may require to determine orverify the due execution of the Exercise Notice by or on behalf of the exercisingWarrantholder (including every joint Warrantholder, if any) or otherwise to ensure thedue exercise of the Warrants;

(c) pay the Exercise Price in accordance with the provisions of Condition 4.2;

(d) pay any deposit or other fees or expenses for the time being chargeable by andpayable to CDP (if any) and any stamp, issue, registration or other similar taxes orduties arising on the exercise of the relevant Warrant(s) as the Warrant Agent mayrequire; and

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(e) pay any fees for certificates for the New Shares to be issued, submit any necessarydocuments required in order to effect, and pay the expenses of the registration of theNew Shares in the name of the exercising Warrantholder or CDP (as the case maybe) and the delivery of certificates for the New Shares to the place specified by theexercising Warrantholder in the Exercise Notice or to CDP (as the case may be).

4.1.2 Any exercise by a Warrantholder in respect of Warrants registered in the name of CDPshall be further conditional upon:

(a) that number of Warrants so exercised being credited to the “Free Balance” of theSecurities Account of the Warrantholder and remaining so credited until the relevantExercise Date; and

(b) the relevant Exercise Notice specifying that the New Shares to be issued on exerciseof the Warrants are to be credited to the Securities Account of the exercisingWarrantholder or, in the case where funds standing to the credit of a CPFInvestment Account are to be used for the payment of the Exercise Price, are to becredited to the Securities Account of the nominee company of the CPF ApprovedBank as specified in the Exercise Notice, failing which the Exercise Notice shall bevoid and all rights of the exercising Warrantholder and of any other personthereunder shall cease.

An Exercise Notice which does not comply with the conditions above shall be void for allpurposes. Warrantholders whose Warrants are registered in the name of CDP irrevocablyauthorise the Company and the Warrant Agent to obtain from CDP and to rely upon suchinformation and documents as the Company or the Warrant Agent deems necessary tosatisfy itself that all the abovementioned conditions have been fulfilled and such otherinformation as the Company or the Warrant Agent may require in accordance with theseConditions and the Deed Poll and to take such steps as may be required by CDP(including the steps set out in CDP’s “Guidelines to the Procedures for Exercise ofWarrants/TSRs (Warrants)” as amended from time to time) in connection with the operationof the Securities Account of any Warrantholder provided that the Company and the WarrantAgent shall not be liable in any way whatsoever for any loss or damage incurred orsuffered by the Warrantholder as a result of or in connection with reliance by the Company,the Warrant Agent or any other persons upon the records of and information supplied byCDP.

4.1.3 Once all the abovementioned conditions (where applicable) have been fulfilled, the relevantWarrant Certificate(s) (if any), the Exercise Notice and any moneys tendered in connectionwith the exercise of the Warrant(s) in accordance with Condition 4.2 may not be withdrawnwithout the prior written consent of the Company.

4.2 Payment of Exercise Price

4.2.1 Payment of the Exercise Price shall be made at the specified office for the time being ofthe Warrant Agent by way of (a) remittance in Singapore currency by Banker’s Draft orCashier’s Order drawn on a bank in Singapore for the credit of the Special Account for thefull amount of the moneys payable in respect of the Warrant(s) exercised under Condition4.1; (b) subject to the Warrants being listed on the SGX-Sesdaq, by debiting the relevantWarrantholder’s CPF Investment Account with the specified CPF Approved Bank for thecredit or the Special Account (each term as defined in the Deed Poll); or (c) subject to theWarrants being listed on the SGX-Sesdaq, partly in the form of remittance and/or partly bydebiting such Warrantholder’s CPF Investment Account with the CPF Approved Bank forthe credit of the Special Account PROVIDED ALWAYS THAT any such remittance shall beaccompanied by the delivery to the Warrant Agent of the payment advice referred to belowand shall comply with any exchange control or other statutory requirements for the timebeing applicable.

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4.2.2 Any payment under this Condition 4.2 shall be made free of any foreign exchangecommissions, remittance charges or other deductions and shall be accompanied by apayment advice containing (a) the name of the exercising Warrantholder, (b) the number ofWarrants exercised and (c) if the relevant Warrant Certificate is registered in the name of aperson other than CDP, the certificate number(s) of the Warrant Certificate(s) in respect ofthe Warrant(s) being exercised and, where the Warrant Certificates are registered in thename of CDP, the Securities Account number(s) of the exercising Warrantholder which is tobe debited with the Warrants being exercised.

4.2.3 If the payment of the Exercise Price fails to comply with the foregoing provisions, theWarrant Agent may, at its absolute discretion and without liability on behalf of itself or theCompany, refuse to recognise the relevant payment as relating to the exercise of anyparticular Warrant, and the exercise of the relevant Warrants may be delayed accordinglyor be treated as invalid and neither the Warrant Agent nor the Company shall be liable tothe Warrantholder in any manner whatsoever. If the relevant payment received by theWarrant Agent in respect of an exercising Warrantholder’s purported exercise of all therelevant Warrants lodged with the Warrant Agent is less than the full amount of all themoneys payable under Condition 4.1, the Warrant Agent shall not treat the relevant amountso received or any part thereof as payment of such moneys or any part thereof or forwardthe same to the Company unless and until a further payment is made in accordance withthe requirements set out above in this Condition 4.2 and Condition 4.4 below in an amountsufficient to cover the deficiency. The Company shall not be held responsible for any lossarising from the retention of any such payment by the Warrant Agent.

4.2.4 Payment of the Exercise Price received by the Warrant Agent will be delivered to theCompany in accordance with the Warrant Agency Agreement in payment for the NewShares to be delivered in consequence of the exercise of such Warrants.

4.3 Exercise Date

4.3.1 The relevant Warrant shall (provided that the provisions of this Condition 4 have beensatisfied) be treated as exercised on the Exercise Date which shall be the Business Day(falling within the Exercise Period) on which all the conditions for and provisions relating tothe exercise of the Warrant have been fulfilled or, if fulfilled on different dates, the last ofsuch dates Provided that if any Warrant is exercised on a date when the Register is closed,the Exercise Date shall be the earlier of the next following Business Day on which suchRegister is open and the expiry of the Exercise Period.

4.3.2 The relevant Warrants and Warrant Certificates shall be cancelled on the Exercise Dateexcept that, in relation to Warrant Certificates in the name of CDP, such WarrantCertificates shall be cancelled as soon as possible after receipt by the Warrant Agent fromthe CDP of instructions as to the cancellation of the Warrant Certificates and the saidWarrant Certificates.

4.4 Non-fulfilment of Lodgment Conditions

4.4.1 If payment of the Exercise Price is made to the Warrant Agent and such payment is notrecognised by the Warrant Agent as relating to the exercise of the relevant Warrants or therelevant payment is less than the full amount payable under Condition 4.1 or the conditionsset out in Condition 4.1 or Condition 4.2 have not then all been fulfilled in relation to theexercise of such Warrants, pending recognition of such payment or full payment or, as thecase may be, fulfilment of the conditions set out in Conditions 4.1 and 4.2, such paymentwill (if the Exercise Date in respect of such Warrants had not by then occurred) be

returned, without interest, to the Warrantholder on (i) the fourteenth (14th) day after receiptof such Exercise Notice by the Warrant Agent, or (ii) the expiry of the Exercise Period,whichever is the earlier. Any such payment will continue to belong to the Warrantholder butmay only be withdrawn within the abovementioned fourteen (14) day period with the priorconsent in writing of the Company.

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4.4.2 The Warrant Agent will, if it is possible to relate the payment so returned to any WarrantCertificates (if applicable) and the Exercise Notice previously lodged with the WarrantAgent, return such Warrant Certificates (if applicable) and the relevant Exercise Noticetogether with such payment to the exercising Warrantholder by ordinary post at the risk andexpense of such Warrantholder. The Warrant Agent will be entitled to deduct or otherwiserecover any applicable handling charges and out-of-pocket expenses from the exercisingWarrantholder.

4.5 Allotment of New Shares, Issue of Warrant Certificates and Status of New Shares

4.5.1 A Warrantholder exercising Warrants which are registered in the name of CDP must havethe delivery of the New Shares arising from the exercise of such Warrant effected bycrediting such New Shares to the Securities Account(s) of such Warrantholder or, as thecase may be, the Securities Account of the nominee company of the CPF Approved Bankas specified in the Exercise Notice. A Warrantholder exercising Warrants registered in hisown name may elect in the Exercise Notice to either receive physical share certificates inrespect of the New Shares arising from the exercise of such Warrants or to have thedelivery of such New Shares effected by crediting such New Shares to his SecuritiesAccount(s) with CDP or, as the case may be, the Securities Account of the nomineecompany of the CPF Approved Bank as specified in the Exercise Notice (in which casesuch Warrantholder shall also duly complete and deliver to the Warrant Agent such formsas may be required by CDP), failing which such exercising Warrantholder shall be deemedto have elected to receive physical share certificates in respect of such New Shares at hisaddress specified in the Warrant Register.

4.5.2 The Company will allot and issue the New Shares arising from the exercise of the relevantWarrants by a Warrantholder in accordance with the instructions of such Warrantholder asset out in the Exercise Notice and:

(a) where such Warrantholder has (or is deemed to have) elected in the Exercise Noticeto receive physical certificates in respect of the New Shares arising from theexercise of the relevant Warrants, the Company shall despatch the physicalcertificates, as soon as practicable but in any event not later than five (5) MarketDays after the relevant Exercise Date, by ordinary post to the address specified inthe Exercise Notice (or the Warrant Register, as the case may be) and at the risk ofsuch Warrantholder; and

(b) where the delivery of New Shares arising from the exercise of the relevant Warrantsis to be effected by the crediting of the Securities Account(s) of such Warrantholderas specified in the Exercise Notice, the Company shall as soon as practicable butnot later than five (5) Market Days after the relevant Exercise Date dispatch thecertificates relating to such New Shares in the name of, and to, CDP for the credit ofthe Securities Account(s) of such Warrantholder as specified in the Exercise Notice.

4.5.3 Where a Warrantholder exercises part only (but not all) of the subscription rightsrepresented by Warrants registered in his name, the Company shall despatch a balancingWarrant Certificate in the name of the exercising Warrantholder in respect of any Warrantsremaining unexercised by ordinary post to the address specified in the relevant ExerciseNotice (or, failing which, to his address specified in the Warrant Register) and at the risk ofthat Warrantholder.

Where a Warrantholder exercises part only (and not all) of his Warrants registered in thename of CDP, the number of Warrants represented by the Warrant Certificate registered inthe name of CDP shall be deemed to have been reduced for all purposes by the number ofWarrants so exercised.

4.5.4 The New Shares will rank for any dividends, rights, allotments or other distributions, therecord date for which shall fall on or after the relevant Exercise Date. Subject as aforesaid,the New Shares shall rank pari passu in all other respects with the then existing Shares.For the purpose of this Condition 4.5, “record date” means, in relation to any dividends,

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rights, allotments or other distributions, the date on which as at the close of business,Shareholders must be registered with the Company, in order to participate in suchdividends, rights, allotments or other distributions.

4.6 Warrant Agent

4.6.1 The names of the initial Warrant Agent and their respective specified offices are set out onthe Warrant Certificate. The Company reserves the right at any time to vary or terminatethe appointment of the Warrant Agent PROVIDED ALWAYS THAT it will at all timesmaintain a Warrant Agent approved in writing by CDP having a specified office inSingapore, so long as any of the Warrants are outstanding. Notice of any such terminationor appointment and of any changes in the names or specified offices of the Warrant Agentwill be given to the Warrantholders in accordance with Condition 12.

4.7 Warrant Register

4.7.1 The Warrant Agent will maintain a register containing particulars of the Warrantholders(other than Warrantholders who are Depositors) and such other information relating to theWarrants as the Company may require (the “Warrant Register”). The Warrant Register(and, with the approval of CDP, the Depository Register) may be closed during suchperiods when the Register of Transfers and the Register of Members of the Company aredeemed to be closed and during such periods as may be required to determine theadjustments to the Exercise Price and/or the number of Warrants held by anyWarrantholder or during such other periods as the Company may determine. Notice of theclosure of the Warrant Register and (if applicable) the Depository Register will be given tothe Warrantholders in accordance with Condition 12.

4.7.2 Except as required by law or as ordered by a court of competent jurisdiction, the Companyand the Warrant Agent shall be entitled to rely on the Warrant Register (where theregistered holder of a Warrant is a person other than CDP) or the Depository Register(where CDP is the registered holder of a Warrant) or any statement or certificate issued byCDP to the Company or any Warrantholder (as made available to the Company and/or theWarrant Agent) to ascertain the identity of the Warrantholders, the number of Warrants towhich any such Warrantholders are entitled, to give effect to the exercise of thesubscription rights constituted by the Warrants and for all other purposes in connectionwith the Warrants (whether or not the Company shall be in default in respect of theWarrants or any of the terms and conditions contained herein or in the Deed Poll andnotwithstanding any notice of ownership or writing thereon or notice of any claim on or lossor theft or forgery of any Warrant or Warrant Certificate).

4.7.3 Except as required by law:

(a) the person in whose name a Warrant is registered (other than CDP); and

(b) (where a Warrant is registered in the name of CDP) the Depositor for the time beingappearing in the Depository Register maintained by CDP as having such Warrantcredited to his Securities Account;

will be deemed and treated as the absolute owner of that Warrant (whether or not theCompany shall be in default in respect of the Warrants or any of the covenants containedin the Deed Poll and notwithstanding any notice of ownership or writing thereon or notice ofany previous loss or theft of the relevant Warrant Certificate or any express notice to theCompany or Warrant Agent or any other related matter) for the purpose of giving effect tothe exercise of the rights constituted by the Warrants and for all other purposes inconnection with the Warrants.

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5. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF WARRANTS

5.1 The Exercise Price and the number of Warrants held by each Warrantholder shall from time to timebe adjusted by the Directors in consultation with an Approved Bank in accordance with Condition5.2, which adjustment shall be certified by the Auditors. The Exercise Price and the number ofWarrants held by each Warrantholder shall subject to Conditions 5.3 and 5.4 from time to time beadjusted as provided in these Conditions and the Deed Poll in all or any of the following cases:

5.1.1 an issue by the Company of Shares to Shareholders credited as fully paid by way ofcapitalisation of profits or reserves (whether of a capital or income nature or not andincluding any share premium account and capital redemption reserve fund) to itsShareholders (other than an issue of Shares to Shareholders who elect to receive Sharesin lieu of cash or other dividend);

5.1.2 a Capital Distribution (as defined below) made by the Company to its Shareholderswhether on a reduction of capital or otherwise (but excluding any cancellation of capitalwhich is lost or unrepresented by available assets);

5.1.3 an offer or invitation made by the Company to its Shareholders whereunder they mayacquire or subscribe for Shares by way of rights; or

5.1.4 an issue (otherwise than pursuant to a rights issue available to all Shareholders, requiringan adjustment under Condition 5.1 above, and other than an issue of Shares toShareholders who elect to receive Shares in lieu of cash or other dividend) by theCompany of Shares if the Total Effective Consideration (as defined below) for each Shareis less than ninety per cent. (90%) of the Last Dealt Price for each Share (calculated asprovided below).

For the purposes of these Conditions, the “Auditors” means the auditors for the time being of theCompany or, in the event of their being unable or unwilling to carry out any action required of thempursuant to the Deed Poll or these Conditions, such other auditors as may be nominated by theCompany;

5.2 Subject to these Conditions (and in particular Condition 5.3) and the Deed Poll, the Exercise Priceand the number of Warrants held by each Warrantholder shall from time to time be adjusted inaccordance with the following provisions (but so that if the event giving rise to any such adjustmentshall be capable of falling within any two (2) or more of Conditions 5.1.1 to 5.1.4 or if such event iscapable of giving rise to more than one adjustment, the adjustment shall be made in such manneras the Approved Bank shall determine):

5.2.1 If and whenever the Company shall make any issue of Shares to its Shareholders creditedas fully paid, by way of capitalisation of profits or reserves (whether of a capital or incomenature and including any share premium account and capital redemption reserve fund,other than an issue of Shares to Shareholders who elect to receive Shares in lieu of cashor other dividend) the Exercise Price and the number of Warrants held by eachWarrantholder shall be adjusted in the following manner:

ANew Exercise Price = x P

A + B

A + BAdjusted number of Warrants = x W

A

where:

A = the aggregate number of issued and fully paid-up Shares immediately before suchcapitalisation issue;

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B = the aggregate number of Shares to be issued pursuant to any allotment toShareholders credited as fully paid by way of capitalisation of profits or reserves(including any share premium account and capital redemption reserve fund otherthan an issue of Shares to Shareholders who elect to receive Shares in lieu of cashor other dividend);

where

P = existing Exercise Price; and

W = existing number of Warrants held.

Such adjustments will be effective (if appropriate, retroactively) from the commencement ofthe Market Day next following the record date for such issue.

For the purpose of this Condition 5.2.1, “record date” in relation to the relevant transactionmeans the date as at the close of business on which Shareholders must be registered assuch to participate therein.

5.2.2 If and whenever:

(a) the Company shall make a Capital Distribution (as defined below) to Shareholderswhether on a reduction of capital or otherwise (but excluding any cancellation ofcapital which is lost or unrepresented by available assets); or

(b) the Company shall make any offer or invitation to its Shareholders whereunder theymay acquire or subscribe for Shares by way of rights,

then the Exercise Price shall be adjusted in the following manner:

C - DNew Exercise Price = x P

C

and in respect of each case referred to in Condition 5.2.3(b) above, the number ofWarrants held by each Warrantholder shall be adjusted in the following manner:

CAdjusted number of Warrants = x W

C - D

where:

C = the average of the Last Dealt Prices on the five (5) Market Days immediately beforethe date on which the Capital Distribution (as defined below), or any offer orinvitation referred to in Condition 5.2.2(b) above, as the case may be, is publiclyannounced to the SGX-ST or (failing any such announcement), immediatelypreceding the date of the Capital Distribution (as defined below) or, as the case maybe, of the offer or invitation;

D = (i) in the case of an offer or invitation to acquire or subscribe for Shares by way ofrights under Condition 5.2.2(b) above, the value of the rights attributable to oneShare (as defined below); or (ii) in the case of any other transaction faIling withinCondition 5.2.2 above, the fair market value, as determined by an Approved Bank(with the concurrence of the Auditors), of that portion of the Capital Distribution (asdefined below) or of the nil paid rights attributable to one Share;

P = as in P above; and

W = as in W above.

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For the purpose of definition (i) of “D” above the “value of the rights attributable to oneShare” shall be calculated in accordance with the formula:

C - E

F + 1

where:

C = as in C above;

E = the subscription price for one additional Share under the offer or invitation to acquireor subscribe for Shares;

F = the number of Shares which it is necessary to hold in order to be offered or invited toacquire or subscribe for one additional Share by way of rights; and

1 = one.

For the purpose of Conditions 5.1.2 and 5.2.2(a) above, “Capital Distribution” shall(without prejudice to the generality of that expression) include distributions in cash orspecie (other than dividends) or by way of issue of Shares (not falling under Condition5.2.1) or other securities credited as fully or partly paid up by way of capitalisation of profitsor reserves (including any share premium account or capital redemption reserve fund otherthan an issue of Shares to Shareholders who elect to receive Shares in lieu of cash orother dividend). Any distribution out of profits or reserves (including any share premiumaccount or capital redemption reserve fund) made after 31 December 2005 shall not bedeemed to be a Capital Distribution unless the profits or reserves are attributable to profitsor gains arising from the sale of assets owned by the Company or any of its Subsidiarieson or before that date.

Such adjustments will be effective (if appropriate, retroactively) from the commencement ofthe Market Day next following the record date for such issue pursuant to Condition 5.2.2(a).

Such adjustment will be effective (if appropriate, retroactively) from the commencement ofthe Market Day next following the closing date for the above transactions for such issuepursuant to Condition 5.2.2(b) above.

For the purposes of this Condition 5.2.2, “closing date” shall mean the date by whichacceptance and payment for the Shares is to be made under the terms of such offer orinvitation.

5.2.3 If and whenever the Company makes any allotment to its Shareholders as provided inCondition 5.2.1 above and also makes any offer or invitation to its Shareholders asprovided in Condition 5.2.2(b) above and the record date for the purpose of the allotment isalso the record date for the purpose of the offer or invitation, the Exercise Price and thenumber of Warrants held by each Warrantholder shall be adjusted in the following manner:

(G x C) + (H x E)New Exercise Price = x P

(G + H + B) x C

(G + H + B) x CAdjusted number of Warrants = x W

(G x C) + (H x E)

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Where:

B = as in B above;

C = as in C above;

E = as in E above;

G = the aggregate number of issued and fully paid-up Shares on the record date;

H = the aggregate number of new Shares to be issued under an offer or invitation toacquire or subscribe for Shares by way of rights;

P = as in P above; and

W = as in W above.

Such adjustments will be effective (if appropriate, retroactively) from the commencement ofthe Market Day next following the closing date for the above transactions.

5.2.4 If and whenever (otherwise than pursuant to a rights issue available to all Shareholdersalike and requiring an adjustment under Conditions 5.2.2(b) or 5.2.3 other than an issue ofShares to Shareholders who elect to receive Shares in lieu of cash or other dividend) theCompany shall issue any Shares and the Total Effective Consideration for each Share (asdefined below) is less than ninety per cent. (90%) of the average Last Dealt Price on theSGX-ST on the five (5) Market Days before the date on which the issue price of suchShares is determined, or, if such price is determined either before the close of business onthe SGX-ST for that day or on a day which is not a Market Day, on the prior Market Day,the Exercise Price shall be adjusted in the following manner:

M + NNew Exercise Price = x P

M + O

where:

M = the number of Shares in issue at the close of business on the SGX-ST on theMarket Day immediately preceding the date on which the relevant adjustmentbecomes effective;

N = the number of Shares which the Total Effective Consideration (as defined below)would have purchased at such average Last Dealt Price for the five (5) Market Daysimmediately preceding the date on which the issue price of such Shares isdetermined (exclusive of expenses);

O = the aggregate number of Shares so issued; and

P = as in P above.

Each such adjustment will be effective (if appropriate, retroactively) from the close ofbusiness on the SGX-ST on the Market Day before the date on which the issue isannounced, or (failing any such announcement) before the date on which the Companydetermines the offering price of such Shares.

For the purpose of Conditions 5.1.4 and 5.2.4, the “Total Effective Consideration” shallbe determined by the Directors with the concurrence of an Approved Bank and shall be theaggregate consideration receivable by the Company on payment in full for such Shares,without any deduction of any commissions, discounts or expenses paid, allowed or

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incurred in connection with the issue thereof, and the “Total Effective Consideration foreach Share” shall be the Total Effective Consideration divided by the number of Sharesissued as aforesaid.

5.3 Notwithstanding any of the provisions hereinbefore contained, no adjustment to the Exercise Priceand the number of Warrants held by each Warrantholder will be required in respect of:

5.3.1 an issue by the Company of Shares or other securities convertible into rights to acquire orsubscribe for shares to officers, including directors, or employees of the Company or any ofits Subsidiaries pursuant to any purchase or option scheme approved by the Shareholdersin general meeting;

5.3.2 an issue by the Company of Shares in consideration or part consideration for or inconnection with the acquisition of any other securities, assets or business;

5.3.3 any issue by the Company of Shares pursuant to the exercise of any of the Warrants andany other warrants or the conversion of any convertible securities previously issued by theCompany; or

5.3.4 any issue by the Company of securities convertible into Shares or rights to acquire orsubscribe for Shares and the issue of Shares arising from the conversion or exercise ofsuch securities or rights, issued subsequent to the issue of Warrants, whether by itself ortogether with any other issues.

5.4 If any offer or invitation for Shares is made otherwise than by the Company to the Shareholders,then the Company shall so far as it is able to procure that at the same time an offer or invitation ismade to the then Warrantholders as if their rights to subscribe for New Shares has been exercisedthe day immediately preceding the date on which as at the close of business Shareholders mustbe registered in order to participate in such offer or invitation on the basis then applicable.

5.5 Any adjustment to the Exercise Price will be rounded upwards to the nearest one (1) cent and inno event shall any adjustment (otherwise than upon the consolidation of Shares into shares of alarger par value) involve an increase in the Exercise Price or a reduction in the Exercise Pricebelow the par value of the Shares for the time being. No adjustments to the Exercise Price shall bemade unless it has been certified to be in accordance with Condition 5.2 above by the Auditors. Noadjustment will be made to the Exercise Price in any case in which the amount by which the samewould be reduced would be less than one (1) cent but any adjustment which would otherwise thenbe required will be carried forward and taken into account appropriately in any subsequentadjustment.

5.6 Any adjustment to the number of Warrants held by each Warrantholder will be rounded downwardsto the nearest whole Warrant. No adjustment to the number of Warrants held by eachWarrantholder shall be made unless (a) it has been certified to be in accordance with Condition5.2 above by the Auditors and (b) approval has been granted by the SGX-ST for the listing of andquotation for such additional Warrants as may be issued as a result of such adjustment and suchadditional Shares as may be issued on the exercise of any of such Warrants. If for any reason anevent giving rise to an adjustment (the “First Adjustment”) made to the Exercise Price or thenumber of Warrants held by each Warrantholder pursuant to these Conditions is cancelled,revoked or not completed, the Exercise Price or the number of Warrants held by eachWarrantholder shall be readjusted to the amount prevailing immediately prior to the FirstAdjustment with effect from such date and in such manner as an Approved Bank may considerappropriate.

5.7 Notwithstanding the provisions referred to in this Condition 5, in any circumstances where theDirectors consider that any adjustments to the Exercise Price and/or the number of Warrants heldby each Warrantholder provided under the said provisions should not be made or should becalculated on a different basis or date or should take effect on a different date or that anadjustment to the Exercise Price and/or the number of Warrants held by each Warrantholdershould be made notwithstanding that no such adjustment is required or contemplated under the

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said provisions, the Company may at its discretion appoint an Approved Bank to consider whetherfor any reason whatsoever the adjustment to be made (or the absence of an adjustment) or theadjustment to be made in accordance with the provisions of this Condition 5 is appropriate orinappropriate, as the case may be, and, if such Approved Bank shall consider the adjustment to beinappropriate, the adjustment shall be modified or nullified or an adjustment made instead of noadjustment in such manner as shall be considered by such Approved Bank to be in its opinionappropriate.

5.8 Whenever there is an adjustment as herein provided, the Company shall release anannouncement on the SGXNET in respect of such adjustment and give notice to Warrantholders inaccordance with Condition 12 that the Exercise Price and/or the number of Warrants held by eachWarrantholder has/have been adjusted and setting forth the event giving rise to the adjustment, theExercise Price and/or the number of Warrants in effect prior to such adjustment, the adjustedExercise Price and/or the number of Warrants and the effective date of such adjustment and shallat all times thereafter so long as any of the Warrants remains exercisable make available forinspection at the specified office for the time being of the Warrant Agent:

5.8.1 a signed copy of the certificate of the Auditors certifying the adjustment to the ExercisePrice and/or the number of Warrants; and

5.8.2 a certificate signed by a Director setting forth brief particulars of the event giving rise to theadjustment, the Exercise Price and/or the number of Warrants in effect prior to suchadjustment, the adjusted Exercise Price and/or the number of Warrants and the effectivedate of such adjustment,

and shall, on request and at the expense of the Warrantholder, send a copy thereof to anyWarrantholder. Whenever there is an adjustment to the number of Warrants held by eachWarrantholder, the Company will, as soon as practicable but not later than seven (7) Market Daysafter the effective date of such adjustment, despatch by ordinary post Warrant Certificates for theadditional number of Warrants issued to each Warrantholder, at the risk and expense of thatWarrantholder, to his address appearing in the Warrant Register or, in respect of Warrantsregistered in the name of CDP, to CDP provided that if additional Warrants are issued to eachWarrantholder as a result of an adjustment which is cancelled, revoked or not completed and thenumber of Warrants held by each Warrantholder is readjusted pursuant to Condition 5.5, suchadditional Warrants shall be deemed to be cancelled with effect from such date and in suchmanner as an Approved Bank may consider appropriate.

5.9 If the Directors, the Approved Bank and the Auditors are unable to agree upon any adjustmentrequired under these provisions, the Directors shall refer the adjustment to the decision of anotherApproved Bank acting as expert and not as arbitrator and whose decision as to such adjustmentshall be final and conclusive and no certification by the Auditors shall in such circumstances benecessary.

5.10 Without prejudice to the generality of Condition 5.7, if the Company shall in any way modify therights attached to any share or loan capital so as to convert or make convertible such share orloan capital into Shares, or attach thereto any rights to acquire or subscribe for Shares, theCompany shall appoint an Approved Bank to consider whether any adjustment is appropriate andif such Approved Bank and the Directors shall determine that an adjustment is appropriate, theExercise Price and/or the number of Warrants held by each Warrantholder shall be adjustedaccordingly.

5.11 Any new Warrants which may be issued by the Company under this Condition 5 shall be part ofthe series of Warrants constituted by the Deed Poll, and shall be issued, subject to and with thebenefit of the Deed Poll and these Conditions, on such terms and conditions as the Directors mayfrom time to time think fit.

5.12 In giving any certificate or making any adjustment hereunder, the Auditors and the Approved Bankshall be deemed to be acting as experts and not as arbitrators and in the absence of manifesterror, their decisions shall be conclusive and binding on the Company, the Warrantholders and allother persons having an interest in the Warrants.

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5.13 Notwithstanding anything herein contained, any adjustment to the Exercise Price and/or thenumber of Warrants held by each Warrantholder other than in accordance with the provisions ofthis Condition 5 shall be subject to the approval of the SGX-ST and agreed to by the Company, theAuditors and the Approved Bank.

5.14 (a) Nothing shall prevent or restrict the buy-back of any classes of shares pursuant to applicablelaw and the requirements of the SGX-ST.

(b) No approval or consent of the Warrantholders shall be required for such buyback of anyclasses of shares; and

(c) There shall be no adjustments to the Exercise Price and number of Warrants by reason ofsuch buy-back of any classes of shares.

6. RESTRICTIONS TO PROTECT EXERCISE OF WARRANTS

As from the date of listing and quotation of the Warrants on the SGX-ST and as long as any of theWarrants remains exercisable, to the extent permitted by law:

6.1 the Company shall not make any distribution out of the capital, profits or capital reserves unless anadjustment as provided in Condition 5 is made;

6.2 the Company shall keep available for issue sufficient New Shares to satisfy in full all Warrants forthe time being outstanding;

6.3 the Company shall not, if and so long as the share capital of the Company is divided into Sharesof more than one class, in any way modify any rights attached to the Shares as a class or attachany special restrictions thereto save as provided in these Conditions; and

6.4 the Company shall not create or permit to be in issue any Equity Share Capital which, as regardsdividend, voting or capital, has rights more favourable to the holders thereof than those attached tothe Shares provided that nothing in this Condition 6.4 shall prevent the issue of Equity SharesCapital to officers, including Directors of the Company, if applicable or employees of the Companyor of any of its subsidiaries pursuant to purchase or option schemes approved by the Shareholdersin general meeting.

For the purposes of this Condition 6.4, “Equity Share Capital” means the share capital of theCompany for the time being excluding any part thereof which does not either as regards dividendsor as regards capital carry any right to participate beyond a specified amount in a distribution orbeyond an amount calculated by reference to a specified rate of taxation.

7. WINDING UP OF THE COMPANY

7.1 If an effective resolution is passed during the Exercise Period for a members’ voluntary winding upof the Company, for the purpose of reconstruction or amalgamation pursuant to a scheme ofarrangement approved by the Warrantholders by way of a Special Resolution, the terms of suchscheme of arrangement shall be binding on all the Warrantholders.

7.2 If notice is given by the Company to its members to convene a general meeting for the purposes ofconsidering a members’ voluntary winding-up of the Company, every Warrantholder shall beentitled, no later than two (2) Business Days prior to the proposed general meeting, by irrevocablesurrender of his Warrant Certificate(s) to the Company with the Exercise Notice(s) duly completed,together with all payments payable under Conditions 4.1 and 4.2, to elect to be treated as if hehad exercised the Warrants to the extent of the number of Warrants exercised and had on suchdate been the holder of the Warrant Shares. The Warrant Shares will be allotted to suchWarrantholder as soon as possible and in any event no later than the day immediately prior to thedate of the proposed general meeting.

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7.3 Subject to the foregoing, if the Company is wound up for any other reasons, all Warrants whichhave not been exercised at the date of the passing of such resolution shall lapse and the Warrantsshall cease to be valid for any purpose.

8. FURTHER ISSUES

Subject to the Conditions, the Company shall be at liberty to issue Shares to Shareholders eitherfor cash or as a bonus distribution and further subscription rights upon such terms and conditionsas the Company sees fit but the Warrantholders shall not have any participating rights in suchissue unless otherwise resolved by the Company in general meeting.

9. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

9.1 The Schedule sets out the provisions for convening meetings of the Warrantholders to considerany matter affecting their interests, including the sanctioning by Special Resolution (as defined inthe Deed Poll) of a modification of the Warrants or the Deed Poll. Such a meeting may beconvened by the Company or Warrantholders holding not less than twenty per cent. (20.0%) of theWarrants for the time being remaining unexercised (as defined in the Deed Poll). The quorum atany such meeting for passing a Special Resolution shall be two (2) or more Warrantholderspresent in person or by proxy duly appointed by Warrantholders holding or representing not lessthan fifty per cent. (50.0%) of the Warrants for the time being unexercised.

9.2 At any adjourned meeting two (2) or more persons present being or representing Warrantholderswhatever the number of Warrants so held or represented shall form a quorum. A SpecialResolution duly passed at any meeting of Warrantholders shall be binding on all Warrantholders,whether or not they were present at the meeting. Warrants which have not been exercised buthave been lodged for exercise shall not, unless and until they are withdrawn from lodgment, conferthe right to attend or vote at, or join in convening, or be counted in the quorum for any meeting ofWarrantholders.

9.3 The Company may, without the consent of the Warrantholders but in accordance with the terms ofthe Deed Poll, effect any modification to the Warrants or the Deed Poll which, in the opinion of theCompany:-

9.3.1 is not materially prejudicial to the interests of the Warrantholders;

9.3.2 is of a formal, technical or minor nature or to correct a manifest error or to comply withmandatory provisions of Singapore law or the rules and regulations of any recognisedstock exchange on which the Shares are quoted and listed; or

9.3.3 is to vary or replace provisions relating to the transfer or exercise of the Warrants includingthe issue of new Shares arising from the exercise thereof or meetings of theWarrantholders in order to facilitate trading in or the exercise of the Warrants or inconnection with the implementation and operation of the book-entry (scripless) settlementsystem in respect of trades of the Company’s securities on the SGX-ST.

Any such modification shall be binding on the Warrantholders and all persons having an interest inthe Warrants and shall be notified to them in accordance with Condition 12 as soon as practicablethereafter.

9.4 Notwithstanding Condition 9.3 above, no material alteration to the terms of the Warrants after theissue thereof to the advantage of the Warrantholders shall be made unless first approved by theShareholders in general meeting.

9.5 Except where the alterations are made pursuant to these Conditions (including but not limited toalterations made pursuant to and in accordance with Condition 5 above or Condition 9.3orCondition 9.4 above), the Company shall not:

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9.5.1 extend the Exercise Period;

9.5.2 issue new warrants to replace the Warrants;

9.5.3 change the Exercise Price; or

9.5.4 change the exercise ratio of the Warrants.

10. REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed, it may, subject to applicablelaw and at the discretion of the Company, be replaced upon request by the Warrantholder at thespecified office for the time being of the Warrant Agent on payment of such costs as may beincurred in connection therewith, and on such terms as to evidence, indemnity (which may provide,inter alia, that if the allegedly lost, stolen or destroyed Warrant Certificate in respect of theWarrants is subsequently exercised, there will be paid to the Company on demand the marketvalue of the Warrants at the time of the replacement thereof), advertisement, undertaking andotherwise as the Company and/or the Warrant Agent may require. Mutilated or defaced WarrantCertificates must be surrendered to the Warrant Agent before replacements will be issued. Thereplacement Warrant Certificate will be issued to the registered holder of the Warrant Certificatereplaced.

11. TRANSFER AND TRANSMISSION OF WARRANTS

11.1 Subject to the provisions contained herein, the Warrants shall be transferable in lots entitling theWarrantholder to subscribe for whole numbers of New Shares and so that no person shall berecognised by the Company as having title to Warrants entitling the holder thereof to subscribe fora fractional part of a New Share or otherwise than as the sole or joint holder of the entirety of suchNew Share.

11.2 Subject to applicable law and other provisions of the Conditions, a Warrant which is not registeredin the name of CDP may only be transferred in accordance with the following provisions of thisCondition 11.2:

11.2.1 a Warrantholder whose Warrants are registered in the name of a person other than CDP(the “Transferor”) shall lodge, during normal business hours on any Business Day at thespecified office of the Warrant Agent, the Transferor’s Warrant Certificate(s) together with atransfer form as prescribed by the Company from time to time (the “Transfer Form”) dulycompleted and signed by, or on behalf of, the Transferor and the transferee and dulystamped in accordance with any applicable law for the time being in force relating to stampduty Provided That the Warrant Agent may dispense with requiring CDP to sign astransferee any Transfer Form for the transfer of Warrants to CDP;

11.2.2 the Transferor shall furnish such evidence (if any) as the Warrant Agent may require todetermine the due execution of the Transfer Form by or on behalf of the transferringWarrantholder;

11.2.3 the Transferor shall pay the expenses of, and submit any necessary documents required inorder to effect the delivery of the new Warrant Certificates to be issued in the name of thetransferee;

11.2.4 the Transfer Form shall be accompanied by the registration fee (such fee being for the timebeing a sum of S$2.00 for each Warrant Certificate to be transferred) which shall bepayable by cash or cheque together with any stamp duty and any goods and services tax(if any) specified by the Warrant Agent to the Transferor, such evidence as the WarrantAgent may require to determine and verify the due execution of the Transfer Form andpayment of the expenses of, and submit, such documents as the Warrant Agent mayrequire to effect delivery of the new Warrant Certificate(s) to be issued in the name of thetransferee;

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11.2.5 if the Transfer Form has not been fully or correctly completed by the Transferor or the fullamount of the fees and expenses due to the Warrant Agent have not been paid to theWarrant Agent, the Warrant Agent shall return such Transfer Form to the Transferoraccompanied by written notice of the omission(s) or error(s) and requesting the Transferorto complete and/or amend the Transfer Form and/or to make the requisite payment; and

11.2.6 if the Transfer Form has been fully and correctly completed, the Warrant Agent shall asagent for and on behalf of the Company:

(a) register the person named in the Transfer Form as transferee in the Warrant Registeras registered holder of the Warrant in place of the Transferor;

(b) cancel the Warrant Certificate(s) in the name of the Transferor; and

(c) issue new Warrant Certificate(s) in respect of the Warrants registered in the name ofthe transferee.

11.3 With respect to Warrants registered in the name of CDP, any transfer of such Warrants shall beeffected subject to and in accordance with Conditions, applicable law and the rules of CDP asamended from time to time and where the Warrants are to be transferred between Depositors,such Warrants must be transferred in the Depository Register by the CDP by way of book-entry.

11.4 The executors and administrators of a deceased Warrantholder whose Warrants are registeredotherwise than in the name of CDP (not being one of several joint holders) or, if the registeredholder of the Warrants is CDP, of a deceased Depositor and, in the case of the death of one ormore of several joint holders, the survivor or survivors of such joint holders shall be the onlypersons recognised by the Company and the Warrant Agent as having any title to the Warrantsand shall be entitled to be registered as a holder of the Warrants upon the production by suchpersons to the Company and the Warrant Agent of such evidence as may be reasonably requiredby the Company and the Warrant Agent to prove their title and on completion of a Transfer Formand the payment of such fees and expenses referred to in Conditions 11.2.3 and 11.2.4.Conditions 11.2 and 11.3 shall apply mutatis mutandis to any transfer of the Warrants by suchpersons.

11.5 A Transferor or Depositor, as the case may be, shall be deemed to remain a Warrantholder of theWarrant until the name of the transferee is entered in the Warrant Register by the Warrant Agent orin the Depository Register by CDP, as the case may be.

11.6 Where the transfer relates to part only (but not all) of the Warrants represented by a WarrantCertificate, the Company shall deliver or cause to be delivered to the Transferor at the cost of theTransferor, a Warrant Certificate in the name of the Transferor in respect of any Warrants nottransferred.

12. NOTICES

Each Warrantholder is required to nominate an address in Singapore for service of notices anddocuments by giving a notice in writing to the Company and the Warrant Agent, failing which suchWarrantholder shall not be entitled to receive any notices or documents. Notices to Warrantholdersmay be sent by ordinary post to their respective addresses so nominated (and in the case of jointholdings, to the Warrantholder whose name appears first in the Warrant Register or, whereapplicable, the relevant record of CDP in respect of joint holdings) or be given by advertisement ina leading daily English language newspaper in circulation in Singapore. Such notices shall bedeemed to have been given in the case of posting, on the date of posting and in the case ofadvertisement, on the date of such publication or, if published more than once or on differentdates, on the first date on which publication shall have been made. If such advertisement is notpracticable, notice can be given in such manner as the Company and the Warrant Agent mayagree in writing.

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13. NOTICE OF EXPIRY DATE

The Company shall release an announcement on the SGXNET in respect of the Expiry Date andshall, not later than one (1) month before the Expiry Date, take reasonable steps to notify theWarrantholders in writing of the Expiry Date and such notice shall be delivered by post to theaddress of the Warrantholder as recorded in the Warrant Register, or in the case of Warrantholders whose Warrants are registered in the name of CDP, their addresses as shown in therecords of CDP. Proof of posting or despatch of any notice shall be deemed to be proof of receipton the next Business Day after posting.

14. GOVERNING LAW

The Warrants and these Conditions shall be governed by and construed in accordance with thelaws of the Republic of Singapore. The Company submits and each Warrantholder is deemed toirrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Republic ofSingapore for all purposes in relation to the Warrants and these Conditions but the foregoing shallnot prevent or restrict any of them from enforcing any judgment obtained from a Singapore court inany other jurisdiction.

NOTES:

(1) The attention of Warrantholders is drawn to Rule 14 of the Singapore Code on Takeovers and Mergers and Sections 139 and140 of the Securities and Futures Act, Chapter 289 of Singapore. In general terms, these provisions regulate the acquisitionof effective control of public companies. Warrantholders should consider the implications of these provisions before theyexercise their respective Warrants. (In particular, a Warrantholder should note that he may be under an obligation to extend atakeover offer for the Company if:

(a) he intends to acquire, by exercise of the Warrants or otherwise, whether at one time or different times, Shares which(together with Shares owned or acquired by him or persons acting in concert with him) carry thirty per cent. (30%) ormore of the voting rights of the Company; or

(b) he, together with persons acting in concert, holds not less than thirty per cent. (30%) but not more than fifty per cent.(50%) of the voting rights of the Company; and either alone or together with persons acting in concert, intends toacquire additional Shares by the exercise of the Warrants or otherwise in any period of six (6) months, increasing suchpercentage of the voting rights by more than one per cent. (1%).

(2) The attention of the Warrantholders is drawn to Condition 3.2 of the Warrants relating to restrictions on the exercise of theWarrants.

(3) A Warrantholder who, after exercise of this Warrant, has an interest in not less than five per cent. (5%) of the aggregate ofthe nominal amount of the issued share capital of the Company, is under an obligation to notify the Company of his interestin the manner set out in Section 82 of the Act.

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THE SCHEDULE TO APPENDIX APROVISIONS FOR MEETINGS OF WARRANTHOLDERS

1. The Company or the holders of not less than twenty per cent. (20%) of the Warrants for the timebeing remaining unexercised may at any time convene a meeting of the Warrantholders. Everysuch meeting shall be held at such place in Singapore as may be specified in the notice of themeeting.

2. At least twenty-one (21) days’ notice (exclusive of the day on which the notice is given and the dayon which the meeting is to be held) specifying the day, time and place of meeting shall be given tothe Warrantholders. A copy of the notice shall be given to the Company unless the meeting shallbe convened by the Company. Such notice to the Warrantholders shall be given in the mannerprovided in Condition 12 of the Warrants and shall specify the terms of each Special Resolution tobe proposed.

3. At any such meeting, two (2) or more persons present being Warrantholders or being proxies andbeing or representing in the aggregate the holders of over 50 per cent. (50%) of the Warrants forthe time being remaining unexercised shall form a quorum for the transaction of business and nobusiness (other than the choosing of a chairman) shall be transacted at any meeting unless therequisite quorum is present at the commencement of business; provided that at any meeting thebusiness of which includes any of the following matters (each of which shall only be capable ofbeing effected after having been approved by Special Resolution) namely:

(a) alteration of the Exercise Period or the Exercise Price (other than an adjustment of theExercise Price pursuant to Condition 5 of the Warrants) or cancellation of the subscriptionrights represented by the Warrants;

(b) alteration of the majority required to pass a Special Resolution; or

(c) alteration of this proviso or the proviso to paragraph 4 below,

the quorum shall be two (2) or more persons present being Warrantholders or being proxies andbeing or representing in the aggregate the holders of not less than 75 per cent. (75%) of theWarrants for the time being remaining unexercised.

4. If within half an hour from the time appointed for any such meeting a quorum is not present, themeeting shall, if convened upon the requisition of Warrantholders, be dissolved. In any other caseit shall stand adjourned for such period, not being less than twenty-one (21) days nor more thanforty-two (42) days, and to such place and time as may be appointed by the chairman. At suchadjourned meeting two (2) or more persons present being Warrantholders or being proxies(whatever the number of Warrants so held or represented) shall form a quorum and shall havepower to pass any resolution and to decide upon all matters which could properly have been dealtwith at the meeting from which the adjournment took place had a quorum been present at suchmeeting; provided that at any adjourned meeting the business of which includes any of the mattersspecified in the proviso to paragraph 3 above, the quorum shall be two (2) or more personspresent being Warrantholders or being proxies and being or representing in the aggregate theholders of over 50 per cent. (50%) of the Warrants for the time being remaining unexercised.

5. A person (who may, but need not, be a Warrantholder) nominated in writing by the Company shallbe entitled to take the chair at every such meeting but if no such nomination is made or if at anymeeting the person nominated shall not be present within 15 minutes after the time appointed forholding such meeting, the Warrantholders present shall choose one of their number to bechairman and, failing such choice, the Company may appoint a chairman.

6. The chairman may with the consent of any meeting (and shall if directed by any meeting) adjournthe same from time to time and from place to place but no business shall be transacted at anyadjourned meeting except business which might lawfully have been transacted at the meeting fromwhich the adjournment took place.

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7. At least ten (10) days’ notice of any meeting adjourned through want of a quorum shall be given inthe same manner as of an original meeting and such notice shall state the quorum required atsuch adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of anadjourned meeting.

8. Every question submitted to a meeting shall be decided in the first instance by a show of handsand unless a poll is (before or on the declaration of the result of the show of hands) demanded bythe chairman or by the Company or by one (1) or more persons being a Warrantholder or being aproxy or proxies and being or representing in the aggregate the holder or holders of not less thantwo per cent. (2%) of the Warrants then remaining unexercised, a declaration by the chairman thata resolution has been carried or carried by a particular majority or lost or not carried by aparticular majority shall be conclusive evidence of such fact without proof of the number orproportion of the votes recorded in favour of or against such resolution.

9. Subject to paragraph 10 below, if at any meeting a poll is so demanded, it shall be taken in suchmanner and either at once or after such an adjournment as the chairman directs and the result ofsuch poll shall be deemed to be the resolution of the meeting at which the poll was demanded asat the date of the taking of the poll. The demand for a poll shall not prevent the continuance of themeeting for the transaction of any business other than the question on which the poll has beendemanded.

10. Any poll demanded at any meeting on the election of a chairman or on any question ofadjournment shall be taken at the meeting without adjournment.

11. The Company (through its representatives) and its financial and legal advisers shall be entitled toattend and speak at any meeting of the Warrantholders. Save as aforesaid, no person shall beentitled to attend or vote at any meeting of the Warrantholders or to join with others in requestingthe convening of such a meeting unless he is a Warrantholder or a proxy.

12. (a) Subject as provided in paragraph 13 below, at any meeting (i) on a show of hands, everyperson who is a Warrantholder or is a proxy shall have one (1) vote and (ii) on a poll, everyperson who is present shall have one (1) vote in respect of each Warrant so held or inrespect of which he is a proxy. Without prejudice to the obligations of the proxies named inany instrument of proxy, any person entitled to more than one (1) vote need not use all hisvotes or cast all the votes to which he is entitled in the same way.

(b) Where there are joint registered holders of any Warrant any one of such persons may voteand be reckoned in a quorum at any meeting either personally or by proxy and if more thanone (1) of such joint holders be so present at any meeting that one (1) of such persons sopresent whose name stands first in the Register of Warrantholders in respect of suchWarrant shall alone be entitled to vote in respect thereof. Several executors or administratorsof a deceased Warrantholder in whose name any share stands shall for the purpose of thisparagraph 12 be deemed joint holders thereof.

13. In case of an equality of votes, the chairman shall both on a show of hands and on a poll have acasting vote in addition to the vote or votes (if any) to which he may be entitled as a Warrantholderor as a proxy.

14. The instrument appointing a proxy shall be in the usual or common form, or such other form as theCompany may approve, and shall be in writing under the hand of the appointor or of his attorneyduly authorised in writing or, if the appointor is a corporation, either under the common seal orunder the hand of an officer or attorney duly authorised and such instrument shall be deemed toconfer authority to demand or join in demanding a poll.

15. A Warrantholder may appoint not more than two (2) proxies to attend at the same meeting. Wherea Warrantholder appoints two (2) proxies, he must specify the proportion of his holding of Warrantsto be represented by each proxy. The proxies named in any instrument of proxy need not beWarrantholders.

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16. The instrument appointing a proxy and the power of attorney or other authority (if any) under whichit is signed or a notarially certified copy of such power or authority shall be deposited at such placeor one of such places (if any) specified for that purpose in or by way of note to or in any documentaccompanying the notice convening the meeting, not less than forty-eight (48) hours before thetime appointed for holding the meeting or adjourned meeting at which the person named in theinstrument proposes to vote and in default the instrument of proxy shall not be treated as validunless the chairman of the meeting decides otherwise before such meeting or adjourned meetingproceeds to business.

17. Any vote given in accordance with the terms of an instrument of proxy shall be validnotwithstanding the previous revocation or amendment of the instrument of proxy or any of theWarrantholders’ instructions pursuant to which it was executed, provided that no notice in writing ofsuch revocation or amendment shall have been received by the Company at such place as mayhave been specified by the Company for the purpose in or by way of note to or in any documentaccompanying the notice convening the meeting or by the chairman of the meeting, in each caseby the time being forty-eight (48) hours before the time appointed for holding the meeting oradjourned meeting at which the instrument of proxy is to be used.

18. A meeting of the Warrantholders shall, in addition to the powers given above and any otherpowers, but without prejudice to any powers conferred on other persons by this Deed Poll or theWarrants, have the following powers, exercisable by Special Resolution only, namely:

(a) power to sanction any proposal by the Company for any modification, abrogation, variation,compromise or arrangement in respect of the rights of the Warrantholders against theCompany or against any of its property whether such rights shall arise under the Warrants,this Deed Poll or otherwise;

(b) power to assent to any modification of the provisions contained in this Deed Poll or theWarrants;

(c) power to give any authority or sanction which under the provisions of this Deed Poll or theWarrants is required to be given by Special Resolution;

(d) power to appoint any persons (whether Warrantholders or not) as a committee orcommittees to represent the interests of the Warrantholders and to confer upon suchcommittee or committees any powers or discretions which the Warrantholders couldthemselves exercise by Special Resolution; and

(e) power to sanction the exchange or substitution for the Warrants of, or the conversion of theWarrants into, shares, stocks, notes, debentures, debenture stock or other obligations orsecurities of the Company or any other body corporate formed or to be formed.

19. Any resolution passed at a meeting of the Warrantholders duly convened and held in accordancewith this Deed Poll shall be binding upon all the Warrantholders whether present or not present atsuch meeting and whether or not voting and each of them shall be bound to give effect theretoaccordingly. The passing of any such resolution shall be conclusive evidence that thecircumstances justify the passing thereof. Notice of any resolution duly passed by theWarrantholders shall be published in accordance with Condition 12 of the Terms and Conditions ofthe Warrants by the Company within fourteen (14) days of the passing of such resolution, providedthat the nonpublication of such notice shall not invalidate such resolution.

20. The expression “Special Resolution” when used in this Deed Poll means a resolution passed at ameeting of the Warrantholders duly convened and held in accordance with the provisionscontained herein by a majority consisting of not less than three-fourths (3/4th) of the votes castthereon.

21. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made andduly entered in books to be from time to time provided for that purpose by the Company and anysuch minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such

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resolutions were passed or proceedings transacted or by the chairman of the next succeedingmeeting of the Warrantholders, shall be conclusive evidence of the matters contained therein anduntil the contrary is proved, every such meeting in respect of the proceedings of which minuteshave been made and signed as aforesaid shall be deemed to have been duly convened and heldand all resolutions passed or proceedings transacted thereat to have been duly passed ortransacted.

22. For the purposes of determining the number of Warrants held in respect of Warrants registered inthe name of CDP and the number of votes which a particular Warrantholder may cast in respect ofsuch Warrants, the Company shall be entitled and bound to accept as accurate the number ofWarrants credited to the Securities Account(s) of the relevant Depositor, as shown in the recordsof CDP as at a time not earlier than forty-eight (48) hours prior to the time of the relevant meeting,supplied by CDP to the Company, and to accept as the maximum number of votes which inaggregate the Depositor and his proxy(ies) (if any) are able to cast on a poll a number which is thenumber of Warrants credited to the Securities Account(s) of the relevant Depositor, as shown inthe aforementioned records of CDP, whether that number is greater or smaller than that specifiedby the Depositor or in the instrument of proxy. The Company shall not under any circumstancesbe responsible for, or liable to any person as a result of it, acting upon or relying on theaforementioned records of CDP.

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APPENDIX B

PROCEDURES FOR ACCEPTANCE, PAYMENT, SPLITTING, RENUNCIATION ANDEXCESS APPLICATION BY ENTITLED SCRIPHOLDERS

Acceptances of the provisional allotments of and any excess application for the Rights Shares withWarrants must be made on the appropriate form(s) accompanying and forming part of this OfferInformation Statement.

Entitled Scripholders are entitled to receive this Offer Information Statement together with the followingdocuments which are enclosed herewith, and form part of this Offer Information Statement:-

PAL incorporating:-Form of Acceptance FORM ARequest for Splitting FORM BForm of Renunciation FORM CForm of Nomination FORM DExcess Rights Shares with Warrants Application Form FORM E

The provisional allotments of the Rights Shares with Warrants and application for excess Rights Shareswith Warrants are governed by the terms and conditions of this Offer Information Statement, (ifapplicable) the Memorandum and Articles of Association of the Company (if applicable) and the enclosedPAL. The number of Rights Shares with Warrants provisionally allotted to Entitled Scripholders isindicated in the PAL (fractional entitlements, (if any) having been disregarded). Entitled Scripholders mayaccept their provisional allotments of Rights Shares with Warrants, in full or in part, and are eligible toapply for Rights Shares with Warrants in excess of their entitlements under the Rights Issue. Fullinstructions for the acceptance of and payment for the Rights Shares with Warrants provisionally allottedto Entitled Scripholders and the procedures to be adopted should they wish to renounce, transfer or splitall or part of their provisional allotments are set out in the PAL.

THE FULL AMOUNT PAYABLE FOR THE RELEVANT NUMBER OF RIGHTS SHARES WITHWARRANTS ACCEPTED/APPLIED FOR WILL BE ROUNDED UP TO THE NEAREST WHOLE CENT,IF APPLICABLE.

With regard to any application which does not conform strictly to the instructions set out under this OfferInformation Statement, the PAL and/or any other application form for the Rights Shares with Warrants inrelation to the Rights Issue or with the terms and conditions of this Offer Information Statement, or in thecase of any application by the ARE, the ARS, the PAL and/or any other application form for the RightsIssue which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly orinsufficiently drawn remittance, the Company may, at its absolute discretion, reject or treat as invalid anysuch application and present for payment or other processes all remittances at any time after receipt insuch manner as it may deem fit.

The Company and the Share Registrar shall be entitled to process each application submitted for theacceptance of Rights Shares with Warrants, and where applicable, application for excess Rights Shareswith Warrants in relation to the Rights Issue and the payment received in relation thereto, pursuant tosuch application, by an Entitled Scripholder, on its own, without regard to any other application andpayment that may be submitted by the same Entitled Scripholder. For the avoidance of doubt, insufficientpayment for an application may render the application invalid; evidence of payment (or overpayment) inother applications shall not constitute, or be construed as, an affirmation of such invalid application and(if applicable) application for excess Rights Shares with Warrants.

Entitled Scripholders should note that all dealings in and transactions of the provisionalallotments of Rights Shares with Warrants through the SGX-Sesdaq will be effected under thebook-entry (scripless) settlement system. Accordingly, the PALs will not be valid for deliverypursuant to trades done on the SGX-Sesdaq.

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Unless expressly provided to the contrary in this Offer Information Statement and/or the PAL, a personwho is not a party to any contract made pursuant to this Offer Information Statement or the PAL has norights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term ofsuch contracts. Notwithstanding any term contained herein, the consent of any third party is not requiredfor any subsequent agreement by the parties hereto to amend or vary (including any release orcompromise of any liability) or terminate such contracts. Where third parties are conferred rights undersuch contracts, those rights are not assignable or transferable.

Entitled Scripholders who wish to accept their entire provisional allotments of Rights Shares withWarrants or accept any part of it and decline the balance, should, at their OWN RISK complete Form Afor the number of Rights Shares with Warrants which they wish to accept and forward the PAL, in itsentirety, together with payment in the prescribed manner hereinafter prescribed to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THE SHARE REGISTRAR, LIM ASSOCIATES (PTE) LTDat 3 CHURCH STREET #08-01 SAMSUNG HUB, SINGAPORE 049483, so as to arrive not later than4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may be announced from time to timeby or on behalf of the Company).

Entitled Scripholders who wish to accept a portion of their provisional allotments of Rights Shares withWarrants and renounce the balance of their provisional allotments of Rights Shares with Warrants, orwho wish to renounce all or part of their provisional allotments in favour of more than one person, shouldfirst, using Form B, request to have their provisional allotments under the PAL split into separate PALs(“Split Letters”) according to their requirements. The duly completed Form B together with the PAL, in itsentirety, should be returned, at the sender’s risk, to ETIKA INTERNATIONAL HOLDINGS LIMITED C/OTHE SHARE REGISTRAR, LIM ASSOCIATES (PTE) LTD at 3 CHURCH STREET #08-01 SAMSUNGHUB, SINGAPORE 049483, so as to arrive not later than 4.45 p.m. on 25 April 2007 (or such othertime(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). SplitLetters will then be issued to Entitled Scripholders in accordance with their request. No Split Letters willbe issued to Entitled Scripholders if Form B is received after 4.45 p.m. on 25 April 2007 (or such othertime(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).

The Split Letters representing the number of Rights Shares with Warrants which Entitled Scripholdersintend to renounce, may be renounced by completing Form C before delivery to the renouncee. EntitledScripholders should complete Form A of the Split Letter(s) representing that part of their provisionalallotments they intend to accept, if any, and forward, at the sender’s risk, the said Split Letter(s) togetherwith payment in the manner hereinafter prescribed to ETIKA INTERNATIONAL HOLDINGS LIMITEDC/O THE SHARE REGISTRAR, LIM ASSOCIATES (PTE) LTD at 3 CHURCH STREET #08-01SAMSUNG HUB, SINGAPORE 049483, so as to arrive not later than 4.45 p.m. on 2 May 2007 (or suchother time(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).

Entitled Scripholder who wishes to renounce their entire provisional allotments of Rights Shares withWarrants in favour of one person, or renounce any part of it in favour of one person and decline thebalance, should complete Form C for the number of Rights Shares with Warrants which they wish torenounce and deliver the PAL in its entirety to the renouncee.

Each Entitled Scripholder may consolidate the Rights Shares with Warrants provisionally allotted in thePAL together with those comprised in any PALs and/or Split Letters renounced in his favour bycompleting and signing Form A and the Consolidated Listing Form in Form D of the PAL and attachingthereto all the said renounced PALs and/or Split Letters, each duly completed and signed and with theserial number of the Principal PAL (as hereinafter defined) stated on each of them. A renouncee who isnot an Entitled Scripholder and who wishes to consolidate the provisional allotments of Rights Shareswith Warrants comprised in several renounced PALs and/or Split Letters in one name only or in the nameof a joint Securities Account should complete the Consolidated Listing Form in Form D of only one PALor Split Letter (the “Principal PAL”) by entering therein details of the renounced PALs and/or SplitLetters and attaching thereto all the said renounced PALs and/or Split Letters, each duly completed andsigned, and with the serial number of the Principal PAL stated on each of them. ALL THE RENOUNCEDPALS AND SPLIT LETTERS, EACH DULY COMPLETED AND SIGNED, MUST BE ATTACHED TOFORM A OR FORM D (AS THE CASE MAY BE).

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Unless acceptance and payment for the full amount due on acceptance in relation to PALs made inSingapore currency in the form of a Banker’s Draft or Cashier’s Order drawn on a bank in Singapore andmade payable to “ETIKA RIGHTS ISSUE ACCOUNT” and crossed “NOT NEGOTIABLE, A/C PAYEEONLY” with the name and address of the Entitled Scripholder clearly written on the reverse side of theremittance is received by ETIKA INTERNATIONAL HOLDINGS LIMITED C/O THE SHAREREGISTRAR, LIM & ASSOCIATES (PTE) LTD at 3 CHURCH STREET #08-01 SAMSUNG HUB,SINGAPORE 049483 by 4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Company), the provisional allotments of RightsShares with Warrants shall be deemed to have been declined and shall forthwith lapse and become void.Such provisional allotments of Rights Shares with Warrants not so accepted will be used to satisfyexcess applications, if any, or disposed of or dealt with in such manner as the Directors may, in theirabsolute discretion, deem fit in the interests of the Company. The Company will return all unsuccessfulapplication monies received in connection therewith BY ORDINARY POST and at the risk of the EntitledScripholders or their renouncee(s), as the case may be, without interest or any share of revenue orbenefit arising therefrom within fourteen (14) days after the Closing Date. ACCEPTANCESACCOMPANIED BY ANY OTHER FORM OF PAYMENT (INCLUDING THE USE OF A POSTALORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE REJECTED.

Entitled Scripholders who wish to apply for excess Rights Shares with Warrants in addition to thosewhich have been provisionally allotted to them may do so by completing Form E and forwarding it with aSEPARATE REMITTANCE for the full amount payable in respect of the excess Rights Shares withWarrants applied for in the form and manner set out above, at their OWN RISK to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THE SHARE REGISTRAR, LIM ASSOCIATES (PTE) LTDat 3 CHURCH STREET #08-01 SAMSUNG HUB, SINGAPORE 049483, so as to arrive not later than4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may be announced from time to timeby or on behalf of the Company). NO OTHER FORM OF PAYMENT (INCLUDING THE USE OF APOSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BEACCEPTED.

Applications for excess Rights Shares with Warrants are subject to the terms and conditions contained inthe PAL, Form E, this Offer Information Statement and (if applicable) the Memorandum and Articles ofAssociation of the Company. Applications for excess Rights Shares with Warrants will, at the Directors’discretion, be satisfied from such Rights Shares with Warrants as are not validly taken up by the EntitledShareholders, the original allottee(s) or their respective renouncee(s) or the Purchaser(s) of theprovisional allotments of Rights Shares with Warrants, the unsold “nil-paid” provisional allotments of theRights Shares with Warrants (if any) of Foreign Shareholders, together with those from the aggregatedfractional entitlements and any Rights Shares with Warrants that are otherwise not allotted for any reasonin accordance with the terms and conditions contained in the PAL, Form E, this Offer InformationStatement and (if applicable) the Memorandum and Articles of Association of the Company. In the eventthat applications are received by the Company for more excess Rights Shares with Warrants than areavailable, the excess Rights Shares with Warrants available will be allotted in such manner as theDirectors, in their absolute discretion, deem fit in the interests of the Company. The Directors reserve theright to allot the excess Rights Shares with Warrants applied for under Form E in any manner they deemfit and to refuse, in whole or in part, any application for excess Rights Shares with Warrants withoutassigning any reason therefor.

If no excess Rights Shares with Warrants are allotted to Entitled Scripholders or if the number of excessRights Shares with Warrants allotted to them is less than that applied for, it is expected that the amountpaid on application or the surplus application monies for excess Rights Shares with Warrants received bythe Company, as the case may be, will be refunded to them by the Company without interest or anyshare of revenue or other benefit arising therefrom within fourteen (14) days after the Closing Date, BYORDINARY POST and at their OWN RISK.

No acknowledgement or receipt will be issued in respect of any acceptances, remittances or applications.

Entitled Scripholders who are in any doubt as to the action they should take should consult theirstockbroker, bank manager, solicitor, accountant, financial adviser, tax adviser or otherprofessional adviser immediately.

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Upon listing and quotation on the Official List of the SGX-Sesdaq, the Rights Shares, the Warrants andthe New Shares, when issued, will be traded under the book-entry (scripless) settlement system. Alldealings in and transactions (including transfers) of the Rights Shares, the Warrants and the New Shareseffected through the SGX-Sesdaq and/or CDP shall be made in accordance with CDP’s “Terms andConditions for Operation of Securities Accounts with The Central Depository (Pte) Limited”, as the samemay be amended from time to time. Copies of the above are available from CDP.

To facilitate scripless trading, Entitled Scripholders and their renouncees who wish to acceptRights Shares with Warrants provisionally allotted to them and (if applicable) apply for excessRights Shares with Warrants should open and maintain Securities Accounts with CDP in theirown names if they do not already maintain such Securities Accounts in order that the number ofthe Rights Shares with Warrants and, if applicable, such number of the excess Rights Shares withWarrants that may be allotted to them may be credited by CDP into their Securities Accounts.Entitled Scripholders and their renouncees who wish to accept and/or apply for the excess RightsShares with Warrants and have their Rights Shares with Warrants credited into their SecuritiesAccounts must fill in their Securities Account numbers and/or National Registration Identity Card(“NRIC”)/passport numbers (for individuals) or registration numbers (for corporations) in therelevant forms comprised in the PAL. Entitled Scripholders and their renouncees who fail to fill intheir Securities Account numbers and/or NRIC/passport numbers (for individuals) or registrationnumbers (for corporations) or who provide incorrect or invalid Securities Account numbersand/or NRIC/passport numbers (for individuals) or registration numbers (for corporations) orwhose particulars provided in the forms comprised in the PAL differ from those particulars intheir Securities Accounts currently maintained with CDP will be issued physical Rights Sharecertificates and Warrant certificates in their own names for the Rights Shares and the Warrantsallotted to them and if applicable, the excess Rights Shares and the Warrants allotted to them.Such physical Rights Share certificates and Warrant certificates, if issued, will not be valid fordelivery pursuant to trades done on the SGX-ST under the book entry (scripless) settlementsystem, although they will continue to be prima facie evidence of legal title. These physical RightsShare certificates and Warrant certificates will be sent BY ORDINARY POST to person(s) entitledthereto at their OWN RISK.

If the Entitled Scripholders’ addresses stated in the PAL are different from their addresses registered withCDP, they must inform CDP of their updated addresses promptly, failing which the notification letters onsuccessful allotments will be sent to their addresses last registered with CDP.

A holder of physical share certificate(s), or an Entitled Scripholder who has not deposited his sharecertificates with CDP but who wishes to trade on the SGX-Sesdaq, must deposit with CDP his existingshare certificate(s), together with the duly executed instrument(s) of transfer in favour of CDP, and havehis Securities Account credited with the number of Rights Shares with Warrants or existing Shares, asthe case may be, before he can effect the desired trade.

THE FINAL TIME AND DATE FOR ACCEPTANCES AND/OR APPLICATIONS AND PAYMENT FORTHE RIGHTS SHARES WITH WARRANTS UNDER THE RIGHTS ISSUE IS 4.45 P.M. ON 2 MAY 2007(OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BE ANNOUNCED FROM TIME TO TIME BYOR ON BEHALF OF THE COMPANY).

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APPENDIX C

PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BYENTITLED DEPOSITORS

Entitled Depositors are entitled to receive this Offer Information Statement and the ARE, which formspart of this Offer Information Statement.

The provisional allotments of Rights Shares with Warrants are governed by the terms and conditions ofthis Offer Information Statement and the enclosed ARE. The number of Rights Shares with Warrantsprovisionally allotted to each Entitled Depositor is indicated in the ARE (fractional entitlement to a RightsShare (if any) having been disregarded). The Securities Accounts of Entitled Depositors have beencredited by CDP with provisional allotments of Rights Shares with Warrants as indicated in the ARE.Entitled Depositors may accept their provisional allotments of Rights Shares with Warrants in whole or inpart. Full instructions for the acceptance of and payment for the provisional allotments of Rights Shareswith Warrants are set out in this Offer Information Statement and the ARE.

Approval has been obtained from the CPF board for those members participating in its investmentscheme (collectively, “IS Shareholders”) to use, subject to applicable CPF rules and regulations, moniesstanding to the credit of their respective CPF Investment Accounts (“CPF Funds”) to pay for the RightsShares with Warrants and the Exercise Price of the Warrants. IS Shareholders who wish to accept theirprovisional allotments of Rights Shares with Warrants and (if applicable) apply for excess Rights Shareswith Warrants using CPF Funds will need to instruct the respective approved banks, where such ISShareholders hold their CPF Investment Accounts, to subscribe for the Rights Shares with Warrants ontheir behalf in accordance with this Offer Information Statement. CPF Funds may not, however, be usedfor the purchase of the provisional allotments of Rights Share with Warrants.

If an Entitled Depositor wishes to accept his provisional allotment of Rights Shares with Warrantsspecified in the ARE, in full or in part, and (if applicable) apply for excess Rights Shares with Warrants inaddition to the Rights Shares with Warrants he has been provisionally allotted, he may do so bycompleting the relevant portions of the ARE or by way of an Electronic Application through an ATM of aParticipating Bank (as described below). An Entitled Depositor should ensure that the ARE is accuratelyand correctly completed, failing which his acceptance of the provisional allotment of Rights Shares withWarrants and (if applicable) application for excess Rights Shares with Warrants may be rejected.

Entitled Depositors who apply for such additional number of Rights Shares with Warrants by completingthe ARE, will be deemed to have irrevocably and unconditionally applied for the number of Excess RightsShares with Warrants as indicated in the ARE form in addition to his acceptance for provisionallyallotment of Rights Shares with Warrants indicated at the Issue Price and in accordance with and subjectto the terms and conditions of the Offer Information Statement, (if applicable) the Memorandum andArticles of Association of the Company and the instructions contained in the ARE. If no number isindicated, the Entitled Depositor’s application for Excess Rights Shares with Warrants shall be treated asinvalid and he shall be deemed not to have applied for any Excess Rights Shares with Warrantsnotwithstanding that the remittance submitted together with the ARE exceeds the amount payable for theEntitled Depositor’s acceptance of the Rights Shares with Warrants provisionally allotted to him.

Entitled Depositor may accept his provisional allotment of Rights Shares with Warrants specifiedin his ARE and (if applicable) apply for such additional number of the excess Rights Shares withWarrants either through CDP or by way of Electronic Application through an ATM of aParticipating Bank as described below.

With regard to any application which does not conform strictly to the instructions set out under this OfferInformation Statement, the ARE, the ARS and/or any other application form for the Rights Shares withWarrants in relation to the Rights Issue or which does not comply with the instructions for ElectronicApplication or with the terms and conditions of this Offer Information Statement, or in the case of anyapplication by the ARE, the ARS, and/or any other application form for the Rights Issue which is illegible,incomplete, incorrectly completed or which is accompanied by an improperly or insufficiently drawn

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remittance, the Company may, at its absolute discretion, reject or treat as invalid any such applicationand present for payment or other processes all remittances at any time after receipt in such manner as itmay deem fit.

The Company and CDP shall be entitled to process each application submitted for the acceptance ofRights Shares with Warrants, and where applicable, application for excess Rights Shares with Warrantsin relation to the Rights Issue and the payment received in relation thereto, pursuant to such application,by an Entitled Depositor, on its own, without regard to any other application and payment that may besubmitted by the same Entitled Depositor. For the avoidance of doubt, insufficient payment for anapplication may render the application invalid; evidence of payment (or overpayment) in otherapplications shall not constitute, or be construed as, an affirmation of such invalid application and (ifapplicable) application for excess Rights Shares with Warrants.

Unless expressly provided to the contrary in this Offer Information Statement, the ARE or the ARS withrespect to enforcement against Entitled Depositors or their renouncees, a person who is not a party toany contracts made pursuant to this Offer Information Statement, the ARE or the ARS has no rightsunder the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of suchcontracts. Notwithstanding any term contained herein, the consent of any third party is not required forany subsequent agreement by the parties hereto to amend or vary (including any release or compromiseof any liability) or terminate such contracts. Where third parties are conferred rights under such contracts,those rights are not assignable or transferable.

Entitled Depositor may accept his provisional allotment of Rights Shares with Warrants specifiedin his ARE and (if applicable) apply for excess Rights Shares with Warrants either through CDP orby way of Electronic Application through an ATM as described below.

(a) Acceptance/Application through CDP

To accept the provisional allotment of Rights Shares with Warrants and (if applicable) apply forexcess Rights Shares with Warrants through CDP, the duly completed ARE must be accompaniedby a SINGLE REMITTANCE for the full amount payable for the relevant number of Rights Shareswith Warrants accepted and (if applicable) such additional number of the excess Rights Shareswith Warrants applied for and submitted by hand to THE CENTRAL DEPOSITORY (PTE)LIMITED at 4 SHENTON WAY #02-01, SGX CENTRE 2, SINGAPORE 068807 or by post in theself-addressed envelope provided, at the Entitled Depositor’s OWN RISK, to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED,ROBINSON ROAD, POST OFFICE P.O. BOX 1597, SINGAPORE 903147, so as to arrive not laterthan 4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may be announced fromtime to time by or on behalf of the Company).

The payment must be made in Singapore currency in the form of a Banker’s Draft or Cashier’sOrder drawn on a bank in Singapore and made payable to “CDP — ETIKA RIGHTS ISSUEACCOUNT” and crossed “NOT NEGOTIABLE, A/C PAYEE ONLY” with the name and SecuritiesAccount number of the Entitled Depositor clearly written on the reverse side of the Banker’s Draftor Cashier’s Order.

NO COMBINED BANKER’S DRAFT OR CASHIER’S ORDER FOR DIFFERENT SECURITIESACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OF A POSTAL ORDEROR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED.

(b) Acceptance/Application by way of Electronic Application through an ATM of a ParticipatingBank

Instructions for Electronic Applications through ATMs to accept the Rights Shares with Warrantsprovisionally allotted or (if applicable) to apply for such additional number of the excess RightsShares with Warrants will appear on the ATM screens of the respective Participating Banks. Pleaserefer to Appendix D to this Offer Information Statement for the additional terms and conditions forElectronic Application through an ATM of a Participating Bank.

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An Entitled Depositor may choose to accept his provisional allotment of Rights Shares withWarrants specified in the ARE in full or in part. If an Entitled Depositor wishes to accept part ofhis provisional allotment of Rights Shares with Warrants and trade the balance of his provisionalallotments of Rights Shares with Warrants on the SGX-Sesdaq, he should:-

(i) complete the ARE for the number of Rights Shares with Warrants provisionally allottedwhich he wishes to accept and submit the ARE together with payment in the prescribedmanner as described above to CDP; or

(ii) accept and subscribe for that part of his provisional allotment of Rights Shares withWarrants by way of Electronic Application in the prescribed manner as described above.

The balance of his provisional allotment of Rights Shares with Warrants may be sold as soon as dealingstherein commence on the SGX-Sesdaq.

Entitled Depositors who wish to trade all or part of their provisional allotments of Rights Shares withWarrants on the SGX-Sesdaq during the provisional allotment trading period should note that theprovisional allotments of Rights Shares with Warrants will be tradeable in board lots, with each board lotcomprising provisional allotments of 1,000 Rights Shares with Warrants, or any other board lot size whichthe SGX-ST may require. Such Entitled Depositors may start trading in their provisional allotments ofRights Shares with Warrants as soon as dealings therein commence on the SGX-Sesdaq.

The ARE need not be forwarded to the purchasers (“Purchasers”) of the provisional allotments of RightsShares with Warrants, as arrangements will be made by CDP for separate ARS to be issued to thePurchasers. Purchasers should note that CDP will, on behalf of the Company, send the ARSaccompanied by this Offer Information Statement, BY ORDINARY POST and at the Purchasers’ OWNRISK, to their respective Singapore addresses as recorded with CDP. Purchasers should ensure that theARS are accurately and correctly completed, failing which the acceptance of the provisional allotments ofRights Shares with Warrants may be rejected. Purchasers who do not receive the ARS accompanied bythis Offer Information Statement may obtain the ARS accompanied by this Offer Information Statementfrom CDP, the Share Registrar or any stockbroking firm which is a member company of the SGX-ST forthe period up to 4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Company).

This Offer Information Statement and its accompanying documents will not be despatched to Purchaserswhose registered addresses with CDP are not in Singapore (“Foreign Purchasers”). Foreign Purchaserswho wish to accept the provisional allotments of Rights Shares with Warrants credited to their SecuritiesAccounts should make the necessary arrangements with their Depository Agents or stockbrokers inSingapore.

Unless expressly provided to the contrary in the Offer Information Statement and the ARE, a person whois not a party to the ARE and the Offer Information Statement has no rights under the Contracts (Rightsof Third Parties) Act (Chapter 53B) of Singapore to enforce any terms of such contracts. Notwithstandingany term contained herein, any consent of any third party is not required for any subsequent agreementby the parties hereto to amend or vary (including any release or compromise of any liability) or terminatesuch contracts. Where third parties are conferred rights under such contracts, those rights are notassignable or transferable.

Purchasers should inform their finance company or Depository Agent if their purchases of suchprovisional allotments are settled through these intermediaries. In such instances, if thePurchasers wish to accept the Rights Shares with Warrants represented by the provisionalallotments purchased, they will need to go through these intermediaries, who will then subscribefor the Rights Shares with Warrants on their behalf.

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As an illustration, if an Entitled Depositor has 2,000 Shares in his Securities Account as at the BooksClosure Date, the Entitled Depositor will be provisionally allotted 800 Rights Shares with Warrants as setout in his ARE. The Entitled Depositor’s alternative courses of action, and the necessary procedures tobe taken under each course of action, are summarised below:-

Alternatives Procedures to be takenTo accept the provisional allotments of 800 Rights Shareswith Warrants:-

(i) Accept his entire provisional allotments of 800 RightsShares with Warrants and (if applicable) apply forsuch additional number of excess Rights Shares withWarrants by way of an Electronic Application throughan ATM of a Participating Bank as described hereinnot later than 9.30 p.m. on 2 May 2007 (or such othertime(s) and/or date(s) as may be announced fromtime to time by or on behalf of the Company); or

(ii) Complete the ARE in accordance with the instructionscontained therein for the full provisional allotments of800 Rights Shares with Warrants and (if applicable)the additional number of excess Rights Shares withWarrants applied for and forward the ARE togetherwith a single remittance for S$76 (or, if applicable,such higher amount in respect of the total number ofRights Shares with Warrants accepted and suchnumber of excess Rights Shares with Warrantsapplied for) by way of a Banker’s Draft or Cashier’sOrder drawn in Singapore currency on a bank inSingapore and made payable to “CDP — ETIKARIGHTS ISSUE ACCOUNT” and crossed “NOTNEGOTIABLE, A/C PAYEE ONLY” for the full amountdue on acceptance and application (if applicable), byhand to THE CENTRAL DEPOSITORY (PTE)LIMITED, 4 SHENTON WAY #02-01, SGX CENTRE2, SINGAPORE 068807 or by post, at his OWN RISK,in the self-addressed envelope provided to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THECENTRAL DEPOSITORY (PTE) LIMITED,ROBINSON ROAD POST OFFICE P.O. BOX 1597,SINGAPORE 903147 so as to arrive not later than4.45 p.m. on 2 May 2007 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company) and with thename and Securities Account number of the EntitledDepositor written on the reverse side of the Banker’sDraft or Cashier’s Order. NO COMBINED BANKER’SDRAFT OR CASHIER’S ORDER FOR DIFFERENTSECURITIES ACCOUNTS OR OTHER MODE OFPAYMENT (INCLUDING THE USE OF A POSTALORDER OR MONEY ORDER ISSUED BY A POSTOFFICE IN SINGAPORE) WILL BE ACCEPTED.

(a) Accept his entire provisionalallotments of 800 RightsShares with Warrants and (ifapplicable) apply for suchadditional number of excessRights Shares with Warrants

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To accept the provisional allotments of 400 Rights Shareswith Warrants out of the provisional allotments of 800 RightsShares with Warrants:-

(i) Accept the relevant portion of his provisional allotmentof 400 Rights Shares with Warrants by way of anElectronic Application through an ATM of aParticipating Bank as described herein not later than9.30 p.m. on 2 May 2007 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company); or

(ii) Complete the ARE in accordance with the instructioncontained therein for the provisional allotments of 400Rights Shares with Warrants and forward it togetherwith a single remittance for S$38 in the prescribedmanner described in alternative (a)(ii) above to CDP,so as to arrive not later than 4.45 p.m. on 2 May2007 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of theCompany).

The balance of the provisional allotment of 400 RightsShares with Warrants which are not accepted by the EntitledDepositor will automatically lapse and cease to be availablefor acceptance by that Entitled Depositor if an acceptance isnot made through an ATM by 9.30 p.m. on 2 May 2007 (orsuch other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Company) or if anacceptance is not made through CDP by 4.45 p.m. on 2May 2007 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of theCompany).

To accept the provisional allotment of 400 Rights Shareswith Warrants out of the provisional allotments of 800 RightsShares with Warrants:-

(i) accept the relevant portion of his provisional allotmentof 400 Rights Shares with Warrants by way ofElectronic Application through an ATM of aParticipating Bank as described herein not later than9.30 p.m. on 2 May 2007 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company); or

(ii) complete the ARE in accordance with the instructionscontained therein for the provisional allotment of 400Rights Shares with Warrants and forward it togetherwith a single remittance for S$38 in the prescribedmanner described in alternative (a)(ii) above to CDP,so as to arrive not later than 4.45 p.m. on 2 May2007 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of theCompany).

The balance of the provisional allotment of 400 RightsShares with Warrants may be traded on the SGX-Sesdaqduring the provisional allotment trading period.

(c) Accept a portion of hisprovisional allotments of RightsShares with Warrants, forexample, his entitlement to 400provisionally allotted RightsShares with Warrants and tradethe balance on the SGX-Sesdaq

(b) Accept a portion of hisprovisional allotments of RightsShares with Warrants, forexample, his entitlement to 400provisionally allotted RightsShares with Warrants andreject the balance

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Entitled Depositors should note that the provisionalallotment of Rights Shares with Warrants will be tradeable inboard lot sizes of 1,000 provisionally allotted RightsShares with Warrants or any other board lot size which theSGX-Sesdaq may require during the provisional allotmenttrading period.

If acceptance and payment in the prescribed manner as set out in the ARE or the ARS (as the case maybe) and this Offer Information Statement is not received through an ATM by 9.30 p.m. on 2 May 2007(orsuch other time(s) and/or date(s) as may be announced from time to time by or on behalf of theCompany) or through CDP by 4.45 p.m. on 2 May 2007 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Company) from any Entitled Depositor or Purchaser,the provisional allotments of Rights Shares with Warrants shall be deemed to have been declined andshall forthwith lapse and become void. Such provisional allotments not so accepted will be used to satisfyexcess applications, if any, or otherwise dealt with in such manner as the Directors may, in their absolutediscretion, deem fit in the interests of the Company. All monies received in connection therewith will bereturned by CDP on behalf of the Company to the Entitled Depositors or the Purchasers, as the casemay be, without interest or any share of revenue or other benefit arising therefrom, BY ORDINARYPOST (where acceptance is through CDP) or Participating Banks (where acceptance is throughElectronic Application at the ATMs) and at the Entitled Depositors’ or the Purchaser’s OWN RISK.

If any Entitled Depositor or Purchaser is in any doubt as to the action he should take, he shouldconsult his stockbroker, bank manager, solicitor, accountant, financial adviser, tax adviser orother professional adviser immediately.

The excess Rights Shares with Warrants are available for application subject to the terms and conditionscontained in the ARE, this Offer Information Statement and (if applicable) the Memorandum and Articlesof Association of the Company. Valid applications for excess Rights Shares with Warrants will, at theDirectors’ absolute discretion, be satisfied from such Rights Shares with Warrants as are not validly takenup by the Entitled Shareholders, the original allottee(s) or their respective renouncee(s) or thePurchaser(s) of the provisional allotments of Rights Shares with Warrants, the unsold “nil-paid”provisional allotments of Rights Shares with Warrants (if any) of Foreign Shareholders, together withthose from the aggregated fractional entitlements, any unsold provisional allotments and any RightsShares with Warrants that are otherwise not allotted for any reason in accordance with the Terms andConditions contained in this Offer Information Statement and the ARE. In the event that valid applicationsare received by the Company for more excess Rights Shares with Warrants than are available, suchnumber of the excess Rights Shares with Warrants as is available will be allotted in such manner as theDirectors may, in their absolute discretion, deem fit in the interests of the Company. The Companyreserves the right to refuse any application for excess Rights Shares with Warrants in whole or in partwithout assigning any reason whatsoever therefor. CDP takes no responsibility for any decision that theDirectors may make. In the allotment of any excess Rights Shares with Warrants, preference will be givento the rounding of odd lots and the Directors and Substantial shareholders of the Company will rank lastin priority.

If no excess Rights Shares with Warrants are allotted or if the number of excess Rights Shares withWarrants allotted is less than that applied for, the amount paid on application or the surplus applicationmonies, as the case may be, will be refunded by CDP, on behalf of the Company, to such EntitledDepositors without interest or any share of revenue or other benefit arising therefrom within fourteen (14)days after the Closing Date, by crediting their accounts with the relevant Participating Banks at theirOWN RISK (if they accept by way of an Electronic Application), the receipt by such bank being a gooddischarge to the Company, the Manager and CDP for their obligations, if any, thereunder, or by means ofa crossed cheque drawn on a bank in Singapore and sent to them BY ORDINARY POST (if they acceptthrough CDP) at their OWN RISK.

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THE LAST TIME AND DATE FOR ACCEPTANCES AND (IF APPLICABLE) EXCESS APPLICATIONSAND PAYMENT FOR THE RIGHTS SHARES WITH WARRANTS UNDER THE RIGHTS ISSUE IS:-

(A) 9.30 P.M. ON 2 MAY 2007 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BEANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE COMPANY) IF ANACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THERIGHTS SHARES WITH WARRANTS IS MADE THROUGH AN ATM OF A PARTICIPATINGBANK; OR

(B) 4.45 P.M. ON 2 MAY 2007 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BEANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THE COMPANY) IF ANACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THERIGHTS SHARES WITH WARRANTS IS MADE THROUGH CDP.

It should be particularly noted that unless:-

(i) acceptance and payment of the provisional allotment of Rights Shares with Warrants is made bythe Entitled Depositor or the Purchaser (as the case may be) by way of an Electronic Applicationthrough the ATM of a Participating Bank and payment of the full amount payable for such RightsShares with Warrants is effected by 9.30 p.m. on 2 May 2007 (or such other time(s) and/or date(s)as may be announced from time to time by or on behalf of the Company); or

(ii) acceptance and payment in Singapore currency by Banker’s Draft or Cashier’s Order drawn on abank in Singapore and made out in favour of “CDP — ETIKA RIGHTS ISSUE ACCOUNT” andcrossed “NOT NEGOTIABLE, A/C PAYEE ONLY” for the full amount of the provisionally allottedRights Shares with Warrants due on acceptance and with the names and Securities Accountnumbers of the Entitled Depositors or the Purchasers (as the case may be) clearly written on thereverse side of the Banker’s Draft or Cashier’s Order is submitted by hand to THE CENTRALDEPOSITORY (PTE) LIMITED, 4 SHENTON WAY #02-01, SGX CENTRE 2, SINGAPORE 068807or by post in the self-addressed envelope provided, at the sender’s OWN RISK, to ETIKAINTERNATIONAL HOLDINGS LIMITED C/O THE CENTRAL DEPOSITORY (PTE) LIMITED,ROBINSON ROAD, POST OFFICE P.O. BOX 1597, SINGAPORE 903147 by 4.45 p.m. on 2 May2007 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalfof the Company),

The provisional allotment of Rights Shares with Warrants will be deemed to have been declined and shallforthwith lapse and become void. All monies received in connection therewith will be returned to theEntitled Depositors or the Purchasers (as the case may be) without interest or any share of revenue orother benefit arising therefrom BY ORDINARY POST (where acceptance is through CDP) or by creditingtheir accounts with the relevant Participating Banks (where acceptance is through Electronic Applicationat the ATMs), and at the Entitled Depositors’ or the Purchasers’ OWN RISK (as the case may be) withinfourteen (14) days after the Closing Date. ACCEPTANCES ACCOMPANIED BY ANY OTHER FORMOF PAYMENT (INCLUDING THE USE OF A POSTAL ORDER OR MONEY ORDER ISSUED BY APOST OFFICE IN SINGAPORE) WILL NOT BE ACCEPTED.

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APPENDIX D

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONSTHROUGH ATMs OF PARTICIPATING BANKS

The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the ATMscreens of the relevant Participating Banks (the “Steps”). Please read carefully the terms and conditionsof this Offer Information Statement, the Steps and the terms and conditions for Electronic Applicationsset out in this Offer Information Statement before making an Electronic Application. An ATM card issuedby one Participating Bank cannot be used to accept and (if applicable) apply for Rights Shares withWarrants at an ATM belonging to another or other Participating Banks. Any Electronic Application whichdoes not strictly conform to the instructions set out on the screens of the particular ATM through whichthe Electronic Application is made will be rejected.

Any reference to the “Applicant” in the terms and conditions for the Electronic Applications and the Stepsshall mean the Entitled Depositor or his renouncee or the purchaser of the provisional allotments whoaccepts or (as the case may be) who applies for the Rights Shares with Warrants through an ATM of theParticipating Banks. An Applicant must have an existing bank account with and be an ATM cardholder ofone of the Participating Banks before he can make an Electronic Application at the ATM of thatParticipating Bank. The actions that the Applicant must take at ATMs of the Participating Banks are setout on the ATM screens of the relevant Participating Banks. Upon the completion of his ElectronicApplication transaction, the Applicant will receive an ATM transaction slip (“Transaction Record”),confirming the details of his Electronic Application. The Transaction Record is for retention by theApplicant and should not be submitted with any ARE and/or ARS.

An Applicant, including one who has a joint bank account with a Participating Bank, must ensurethat he enters his own Securities Account number when using the ATM card issued to him in hisown name. Using his own Securities Account number with an ATM card which is not issued tohim in his own name will render his acceptance or (as the case may be) application liable to berejected.

The Electronic Application shall be made on, and subject to, the terms and conditions of this OfferInformation Statement including, but not limited to, the terms and conditions appearing below:-

(1) In connection with his Electronic Application for the Rights Shares with Warrants, the Applicant isrequired to confirm statements to the following effect in the course of activating the ATM for hisElectronic Application:-

(a) that he has received a copy of this Offer Information Statement and has read, understoodand agreed to all the terms and conditions of acceptance and (if applicable) application forthe Rights Shares with Warrants under the Rights Issue and this Offer InformationStatement prior to effecting the Electronic Application and agrees to be bound by the same;and

(b) that he consents to the disclosure of his name, NRIC/Passport number, address, nationality,CDP Securities Account number, CPF Investment Account number and application details(“Relevant Particulars”) from his account with that Participating Bank to the ShareRegistrar, SCCS, CDP, the SGX-ST, the Company and the Manager (“Relevant Parties”).

His application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM unless he presses the “Enter” or “OK” or “Confirm” or “Yes” key, as the casemay be. By doing so, the Applicant shall be treated as signifying his confirmation of each of thetwo statements above. In respect of statement (1)(b) above, his confirmation, by pressing the“Enter” or “OK” or “Confirm” or “Yes” key, as the case may be, shall signify and shall be treated ashis written permission, given in accordance with the relevant laws of Singapore including Section47(4) and the Third Schedule to the Banking Act, Chapter 19 of Singapore, to the disclosure bythat Participating Bank of the Relevant Particulars to the Relevant Parties.

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(2) An Applicant may make an Electronic Application at an ATM for the Rights Shares with Warrantsusing cash only by authorising such Participating Bank to deduct the full amount payable from hisaccount with such Participating Bank.

(3) The Applicant irrevocably agrees and undertakes to subscribe for and to accept the lesser of thenumber of Rights Shares with Warrants provisionally allotted and excess Rights Shares withWarrants applied for as stated on the Transaction Record or the number of Rights Shares withWarrants provisionally allotted which is standing to the credit of his Securities Account as at 5.00p.m., 2 May 2007. In the event that the Company decides to allot any lesser number of excessRights Shares with Warrants or not to allot any number of excess Rights Shares with Warrants tothe Applicant, the Applicant agrees to accept the decision as final.

(4) If the Applicant’s Electronic Application is successful, his confirmation (by his action of pressing the“Enter” or “OK” or “Confirm” or “Yes” key, as the case may be on the ATM) of the number of RightsShares with Warrants accepted and/or (if applicable) excess Rights Shares with Warrants appliedfor shall signify and shall be treated as his acceptance of the number of Rights Shares withWarrants accepted and/or excess Rights Shares with Warrants applied for that may be allotted tohim.

(5) In the event that the Applicant accepts the Rights Shares with Warrants both by way of ARE and/orARS (as the case may be) and/or by Electronic Application through the ATM, CDP shall beauthorised and entitled to accept the Applicant’s instructions in whichever mode or a combinationthereof as it may, in its absolute discretion, deem fit. In determining the number of Rights Shareswith Warrants which the Applicant has validly given instructions to accept, the Applicant shall bedeemed to have irrevocably given instructions to accept such number of Rights Shares withWarrants not exceeding the number of provisionally allotted Rights Shares with Warrants which arestanding to the credit of his Securities Account as at 5.00 p.m., 2 May 2007. CDP, in determiningthe number of Rights Shares with Warrants which the Applicant has validly given instructions toaccept, shall be authorised and entitled to have regard to the aggregate amount of paymentreceived for the acceptance of Rights Shares with Warrants, whether by way of Banker’s Draft orCashier’s Order drawn on a bank in Singapore accompanying the ARE and/or the ARS or by wayof the acceptance through the Electronic Application through the ATM.

(6) If applicable, in the event that the Applicant applies for excess Rights Shares with Warrants bothby way of ARE and by Electronic Application through the ATM, CDP shall be authorised andentitled to accept the Applicant’s instructions in whichever mode or a combination thereof as itmay, in its absolute discretion, deem fit. In determining the number of excess Rights Shares withWarrants which the Applicant has validly given instructions for the application of, the Applicantshall be deemed to have irrevocably given instructions to apply for and agreed to accept suchnumber of excess Rights Shares with Warrants not exceeding the aggregate number of excessRights Shares with Warrants for which he has applied by way of application through ElectronicApplication through the ATM and by way of the ARE. CDP, in determining the number of excessRights Shares with Warrants which the Applicant has given valid instructions for the application,shall be authorised and entitled to have regard to the aggregate amount of payment received forthe application of the excess Rights Shares with Warrants, whether by way of Banker’s Draft orCashier’s Order drawn on a bank in Singapore accompanying the ARE or by way of applicationthrough the Electronic Application through the ATM.

(7) The Applicant irrevocably requests and authorises the Company to:-

(a) register, or to procure the registration of the Rights Shares with Warrants allotted to theApplicant in the name of CDP for deposit into his Securities Account;

(b) return (without interest or any share of revenue or other benefit arising therefrom) theacceptance/application monies, should his Electronic Application in respect of the RightsShares with Warrants be accepted and/or excess Rights Shares with Warrants applied fornot be accepted by the Company for any reason, by automatically crediting the Applicant’sbank account with his Participating Bank with the relevant amount within fourteen (14) daysafter the Closing Date; and

(c) return (without interest or any share of revenue or other benefit arising therefrom) thebalance of the application monies, should his Electronic Application for excess RightsShares with Warrants be accepted in part only, by automatically crediting the Applicant’sbank account with his Participating Bank with the relevant amount within fourteen (14) daysafter the Closing Date.

(8) BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS NOTACCEPTING/APPLYING FOR THE RIGHTS SHARES WITH WARRANTS AS NOMINEE OF ANYOTHER PERSON.

(9) The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject torisks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts ofGod, mistakes, losses and theft (in each case whether or not within the control of CDP, theParticipating Banks, the Company, the Manager and/or the Share Registrar) and any eventswhatsoever beyond the control of CDP, the Participating Banks, the Company, the Manager and/orthe Share Registrar and if, in any such event, CDP, the Participating Banks, the Company, theManager and/or the Share Registrar do not record or receive the Applicant’s Electronic Applicationby the Closing Date, or data relating to the Applicant’s Electronic Application or the tape containingsuch data is lost, corrupted, destroyed or not otherwise accessible, whether wholly or partially forwhatever reason, the Applicant shall be deemed not to have made an Electronic Application andthe Applicant shall have no claim whatsoever against CDP, the Participating Banks, the Company,the Manager and/or the Share Registrar for the purported acceptance of the Rights Shares withWarrants accepted and (if applicable) excess Rights Shares with Warrants applied for or for anycompensation, loss or damage in connection therewith or in relation thereto.

(10) Electronic Applications may only be made at the ATMs from Mondays to Saturdays (excludingPublic Holidays) between 7.00 a.m. to 9.30 p.m.

(11) Electronic Applications shall close at 9.30 p.m. on 2 May 2007 (or such other time(s) and/ordate(s) as may be announced from time to time by or on behalf of the Company).

(12) All particulars of the Applicant in the records of his Participating Bank at the time he makes hisElectronic Application shall be deemed to be true and correct and the relevant Participating Bankand the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been anychange in the particulars of the Applicant after the time of the making of his Electronic Application,the Applicant shall promptly notify his Participating Bank.

(13) The Applicant must have sufficient funds in his bank account(s) with his Participating Bank at thetime he makes his Electronic Application, failing which his Electronic Application will not becompleted. Any Electronic Application made at the ATMs which does not strictly conform to theinstructions set out on the ATM screens of such Participating Banks will be rejected.

(14) Where an Electronic Application is not accepted, it is expected that the full amount of theacceptance/application monies will be refunded in Singapore dollars (without interest or any shareof revenue or other benefit arising therefrom) to the Applicant by being automatically credited tothe Applicant’s account with the relevant Participating Bank within fourteen (14) days after theClosing Date. An Electronic Application may also be accepted in part, in which case the balanceamount of acceptance/application monies will be refunded on the same terms.

(15) In consideration of the Company arranging for the Electronic Application facility through the ATMsand agreeing to close the Rights Shares with Warrants Issue at 9.30 p.m. on 2 May 2007 or suchother time(s) and/or date(s) as may be announced from time to time by or on behalf of theCompany and by making and completing an Electronic Application, the Applicant agrees that:-

(a) his Electronic Application is irrevocable (whether or not any supplementary document theform and/or replacement document referred to in Section 241 of the SFA content of thisOffer Information Statement is modified (as may be determined by the Authority), or it isamended, supplemented, replaced and or re-lodged with the Authority);

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(b) his Electronic Application, the acceptance by the Company and the contract resultingtherefrom shall be governed by and construed in accordance with the laws of Singapore andhe irrevocably submits to the exclusive jurisdiction of the Singapore courts;

(c) none of the Company, the Manager, the Participating Banks, the Share Registrar or CDPshall be liable for any delays, failures or inaccuracies in the recording, storage or in thetransmission or delivery of data relating to his Electronic Application to the Company or CDPdue to a breakdown or failure of transmission, delivery or communication facilities or anyrisks referred to in paragraph 9 above or to any cause beyond their respective controls;

(d) he will not be entitled to exercise any remedy of rescission or misrepresentation at any timeafter acceptance of the provisionally allotted Rights Shares with Warrants or (if applicable)acceptance of his application for excess Rights Shares with Warrants;

(e) in respect of the Rights Shares with Warrants and/or excess Rights Shares with Warrants forwhich his Electronic Application has been successfully completed and not rejected,acceptance of the Applicant’s Electronic Application shall be constituted by writtennotification by or on behalf of the Company and not otherwise, notwithstanding any paymentreceived by or on behalf of the Company; and

(f) unless expressly provided to the contrary in this Offer Information Statement or theElectronic Application with respect to enforcement against the Applicant, a person who isnot a party to any contracts made pursuant to this Offer Information Statement or theElectronic Application has no rights under the Contracts (Rights of Third Parties) Act,Chapter 53B of Singapore to enforce any term of such contracts. Notwithstanding any termcontained herein, the consent of any third party is not required for any subsequentagreement by the parties hereto to amend or vary (including any release or compromise ofany liability) or terminate such contracts. Where third parties are conferred rights undersuch contracts, those rights are not assignable or transferable.

(16) The Applicant should ensure that his personal particulars as recorded by both CDP and therelevant Participating Banks are correct and identical, otherwise, his Electronic Application may beliable to be rejected. The Applicant should promptly inform CDP of any change in his address,failing which the notification letter on successful allotment and other correspondence will be sent tohis address last registered with CDP.

(17) The existence of a trust will not be recognised. Any Electronic Application by an Applicant must bemade in his own name and without qualification. The Company will reject any application by anyperson acting as nominee.

(18) In the event that the Applicant accepts or subscribes for the provisionally allotted Rights Shareswith Warrants or (if applicable) applies for excess Rights Shares with Warrants, as the case maybe, by way of ARE or ARS or by way of an Electronic Application through the ATM, theprovisionally allotted Rights Shares with Warrants and/or excess Rights Shares with Warrants willbe allotted in such manner as the Company or CDP may, in their absolute discretion, deem fit andthe amount paid on acceptance and (if applicable) application or the surplus application monies,as the case may be, will be refunded, without interest or any share of revenue or other benefitarising therefrom, within fourteen (14) days after the Closing Date by any one or a combination ofthe following:-

(a) by means of a crossed cheque sent BY ORDINARY POST at his OWN RISK if he acceptsand (if applicable) applies through CDP; and

(b) crediting the Applicant’s bank account with the Participating Bank at his OWN RISK if heaccepts and (if applicable) applies through an ATM.

(19) The Applicant hereby acknowledges that, in determining the total number of Rights Shares withWarrants represented by the provisional allotments of Rights Shares with Warrants which he canvalidly accept, the Company and CDP are entitled and the Applicant hereby authorises theCompany and CDP to take into consideration:-

(a) the total number of Rights Shares with Warrants represented by the provisional allotment ofRights Shares with Warrants which the Applicant has validly accepted, whether under theARE(s) or any other form of application (including Electronic Application through an ATM) forthe Rights Shares with Warrants;

(b) the total number of Rights Shares with Warrants represented by the provisional allotment ofRights Shares with Warrants standing to the credit of the Entitled Depositor’s SecuritiesAccount which is available for acceptance; and

(c) the total number of Rights Shares with Warrants represented by the provisional allotment ofRights Shares with Warrants which has been disposed of by the Entitled Depositor.

The Applicant hereby acknowledges that the determination of CDP, the Manager or the Companyshall be conclusive and binding on him.

(20) The Applicant irrevocably requests and authorises CDP to accept instructions from theParticipating Bank through whom the Electronic Application is made in respect of the provisionalallotment of Rights Shares with Warrants accepted by the Applicant and (if applicable) the excessRights Shares with Warrants which the Applicant has applied for.

(21) The Company and CDP shall be entitled to process each Electronic Application submitted for theacceptance of Rights Issues with Warrants, and where applicable, application of excess RightsShares with Warrants and the payment received in relation thereto pursuant to such ElectronicApplication, by an Applicant, on its own, without regard to any other application and payment thatmay render the Electronic Application invalid.

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APPENDIX E

LIST OF PARTICIPATING BANKS

PARTICIPATING BANKS FOR ELECTRONIC APPLICATIONS THROUGH AN ATM

DBS Bank Ltd (including POSB)

Oversea-Chinese Banking Corporation Limited

United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited

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The foregoing constitutes, to the best of the knowledge and belief of the Directors, having made allreasonable enquiries, full and true disclosure of all material facts relating to the Rights Shares withWarrants being offered by this Offer Information Statement.

For and on behalf of Etika International Holdings Limited

Dato’ Jaya J B Tan Kamal Y P TanDirector Director

Mah Weng Choong John Lyn Hian WoonDirector Director

Tan Yet Meng Teo Chee SengDirector Director

Khor Sin Kok Tan San ChuanDirector Director

Documents

ETIKA INTERNATIONAL HOLDINGS LIMITED€¦ · 16/04/2007 · ETIKA INTERNATIONAL HOLDINGS LIMITED (Company Registration Number 200313131Z) (Incorporated in the Republic of Singapore)