declout limitedservices businesses via the proposed listing of its subsidiary, procurri corporation...

CIRCULAR DATED 11 APRIL 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ ITCAREFULLY.

This Circular (as defined herein) is issued by DeClout Limited (the “Company”). If you are in anydoubt as to the action you should take, you should consult your stockbroker, bank manager,solicitor, accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of the Company held through The CentralDepository (Pte) Limited (“CDP”), you need not forward this Circular with the Notice of EGM (as definedherein) and the attached Proxy Form to the purchaser or transferee as arrangements will be made byCDP for a separate Circular with the Notice of EGM and the attached Proxy Form to be sent to thepurchaser or transferee. If you have sold or transferred all your shares in the capital of the Companyrepresented by physical share certificate(s), you should at once hand this Circular with the Notice of EGMand the attached Proxy Form immediately to the purchaser or transferee or to the bank, stockbroker oragent through whom you effected the sale or transfer, for onward transmission to the purchaser ortransferee.

This Circular has been prepared by the Company and its contents have been reviewed by the Company’scontinuing sponsor, Canaccord Genuity Singapore Pte. Ltd. (the “Sponsor”), for compliance with therelevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Sponsor has notindependently verified the contents of this Circular. This Circular has not been examined or approved bythe SGX-ST and the SGX-ST assumes no responsibility for the contents of this Circular, including thecorrectness of any of the statements or opinions made or reports contained in this Circular.

The contact person for the Sponsor is Ms. Lam Siew Hwa, Director, Corporate Finance, CanaccordGenuity Singapore Pte. Ltd. at 77 Robinson Road #21-02 Singapore 068896, telephone (65) 6854-6160.

DECLOUT LIMITED(Incorporated in the Republic of Singapore)

(Company Registration Number: 201017764W)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO

THE PROPOSED SPIN-OFF OF THE COMPANY’S IT DISTRIBUTION AND LIFECYCLESERVICES BUSINESSES VIA THE PROPOSED LISTING OF ITS SUBSIDIARY, PROCURRICORPORATION PTE. LTD., ON THE MAINBOARD OF THE SINGAPORE EXCHANGESECURITIES TRADING LIMITED

Important Dates and Times:

Last date and time for lodgement of Proxy Form : 26 April 2016 at 3.00 p.m.

Date and time of Extraordinary General Meeting : 28 April 2016 at 3.00 p.m. (or as soon thereafter following the conclusion oradjournment of the AGM to be held at 2.00 p.m. onthe same day and at the same place)

Place of Extraordinary General Meeting : M Hotel, Banquet Suite, Level 1081 Anson Road, Singapore 079908

Page

DEFINITIONS ...................................................................................................................................... 3

LETTER TO SHAREHOLDERS

1. INTRODUCTION.............................................................................................................. 6

2. THE PROPOSED SPIN-OFF AND THE PROPOSED LISTING .................................... 7

3. FINANCIAL EFFECTS OF THE PROPOSED SPIN-OFF AND THE PROPOSED LISTING .......................................................................................................................... 13

4. RULE 14 OF THE TAKE-OVER CODE............................................................................ 15

5. RULE 805(2) OF THE CATALIST RULES........................................................................ 15

6. RULE 406(7) OF THE CATALIST RULES........................................................................ 16

7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS........................ 16

8. DIRECTORS’ RECOMMENDATIONS.............................................................................. 17

9. EXTRAORDINARY GENERAL MEETING ...................................................................... 17

10. ACTION TO BE TAKEN BY SHAREHOLDERS .............................................................. 17

11. DIRECTORS’ RESPONSIBILITY STATEMENT .............................................................. 17

12. DOCUMENTS AVAILABLE FOR INSPECTION .............................................................. 18

NOTICE OF EXTRAORDINARY GENERAL MEETING...................................................................... N-1

PROXY FORM

CONTENTS

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The following definitions apply throughout in this Circular except where the context otherwise requires:

“AGM” : The annual general meeting of the Company

“Board” : The board of Directors of the Company as at the date of thisCircular

“Catalist Rules” : Section B: Rules of Catalist of the listing manual of the SGX-ST,as amended, modified or supplemented from time to time

“Constitution” : The constitution of the Company, as amended, modified orsupplemented from time to time

“CDP” : The Central Depository (Pte) Limited

“Circular” : This circular to Shareholders dated 11 April 2016

“Companies Act” : The Companies Act (Chapter 50) of Singapore, as amended,modified or supplemented from time to time

“Company” or “DeClout” : DeClout Limited

“Director(s)” : The director(s) of the Company as at the date of this Circular

“EGM” : The extraordinary general meeting of the Company to beconvened and held on Thursday, 28 April 2016, notice of whichis set out on page N-1 of this Circular

“EPS” : Earnings per Share

“FY” : The financial year ended or, as the case may be, ending 31December

“Group” : The Company and its subsidiaries collectively

“IPO Documents” : Has the meaning ascribed to it in Section 2.4 of this Circular

“IPO Price” : The price per Procurri Share at which the relevant ProcurriShares will be offered to the public in connection with theProposed Listing

“IT” : Information technology

“IT Distribution” : The distribution of IT hardware and equipment

“Lifecycle Services” : Various IT hardware, equipment and software services renderedduring the lifecycle of IT hardware and equipment

“Latest Practicable Date” : 28 March 2016, being the latest practicable date prior to theprinting of this Circular

“Listing Group” : Procurri and its subsidiaries

“Listing Manual” : Listing manual of the SGX-ST

“MAS” : Monetary Authority of Singapore

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DEFINITIONS

“Notice of EGM” : The notice of the EGM which is set out on page N-1 of thisCircular

“NTA” : Net tangible assets

“Ordinary Resolutions” : The ordinary resolutions set out in this Circular and in the Noticeof EGM

“Procurri” : Procurri Corporation Pte. Ltd.

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

“Proposed Listing” : The proposed listing of the Company’s subsidiary, Procurri, onthe Mainboard of the SGX-ST

“Proposed Spin-Off” : The proposed spin-off of the Company’s IT Distribution andLifecycle Services businesses via the Proposed Listing

“Proxy Form” : The proxy form in respect of the EGM as set out in this Circular

“SFA” : Securities and Futures Act (Chapter 289) of Singapore, asamended, modified or supplemented from time to time

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shareholders” : Persons who are registered holders of Shares in the Register ofMembers of the Company except where the registered holder isCDP, the term “Shareholders” shall, where the context admits,mean the Depositors in the Depository Register maintained byCDP and into whose securities accounts those Shares arecredited

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

“SIC” : Securities Industry Council

“Spin-Off Business” : The business of IT Distribution and providing Lifecycle Services

“Substantial Shareholder” : A person who has an interest or interests in one (1) or morevoting Shares in the Company, and the votes attached to thatShare, or those Shares, is not less than 5.0% of the total votesattached to all the voting Shares in the Company

“Take-over Code” : The Singapore Code on Take-over and Mergers, as modified,supplemented or amended from time to time

“S$” and “cents” : Singapore dollars and cents respectively, being the lawfulcurrency of Singapore

“%” or “per cent.” : Per cent or percentage

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meaningsascribed to them, respectively, in Section 81SF of the SFA.

The term “subsidiary” shall have the meaning ascribed to in Section 5 of the Companies Act.

DEFINITIONS

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

Any reference in this Circular to any enactment is a reference to that enactment for the time beingamended or re-enacted. Any word defined under the Companies Act, the SFA or the Catalist Rules or anystatutory modification thereof and used in this Circular shall, where applicable, have the same meaningassigned to it under the Companies Act, the SFA or the Catalist Rules or any modification thereof, as thecase may be, unless otherwise provided.

Any reference to a time of day and date in this Circular shall be a reference to Singapore time and daterespectively, unless otherwise stated.

Any discrepancy in the figures included in this Circular, the listed amounts and the totals thereof are dueto rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation ofthe figures that precede them.

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DEFINITIONS

DECLOUT LIMITED(Incorporated in the Republic of Singapore)

(Company Registration Number: 201017764W)

Directors: Registered Office:

Mr. Wong Kok Khun (Chairman and Group Chief Executive Officer) 29 Tai Seng AvenueMs. Kow Ya (Executive Director) #05-01Mr. Ho Chew Thim (Lead Independent Director) Natural Cool Lifestyle HubMr. Hew Koon Chan (Independent Director) Singapore 534119Ms. Ch’ng Li-Ling (Independent Director)

Date: 11 April 2016

To: The Shareholders of the Company

THE PROPOSED SPIN-OFF OF THE COMPANY’S IT DISTRIBUTION AND LIFECYCLE SERVICESBUSINESSES VIA THE PROPOSED LISTING OF ITS SUBSIDIARY, PROCURRI CORPORATION PTE.LTD., ON THE MAINBOARD OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

1. INTRODUCTION

1.1 On 6 October 2015, the Company announced that it had received approval in-principle (“AIP”) fromthe SGX-ST for the Proposed Spin-Off of the Company’s Spin-Off Business via the ProposedListing of its subsidiary, Procurri, on the Mainboard of the SGX-ST, subject to the followingconditions:

(a) compliance with the SGX-ST’s listing rules;

(b) Shareholders’ approval for the Proposed Spin-Off being obtained at an extraordinary generalmeeting to be convened; and

(c) disclosure in the circular to Shareholders in connection with the Proposed Spin-Off, the basisfor the Board’s assessment that the Proposed Spin-Off would bring tangible benefits to theShareholders.

The SGX-ST reserves the right to vary, amend or withdraw the AIP as it deems fit, and itsconfirmation is subject to changes in the SGX-ST’s policies.

1.2 Further to the above, the Directors are convening the EGM to be held at M Hotel, Banquet Suite,Level 10, 81 Anson Road, Singapore 079908 on Thursday, 28 April 2016 at 3.00 p.m. (or as soonthereafter following the conclusion or adjournment of the annual general meeting to be held at 2.00p.m. on the same day and at the same place) to seek Shareholders’ approval for the ProposedSpin-Off and the Proposed Listing.

1.3 This Circular has been prepared to provide Shareholders with information relating to, the rationalefor and the tangible benefits of and the financial effects of, the Proposed Spin-Off and theProposed Listing, and to seek Shareholders’ approval for (a) the Proposed Spin-Off and theProposed Listing (“Ordinary Resolution 1”); and (b) Procurri ceasing to become a subsidiary ofthe Company or the percentage reduction of 20.0% or more of the Company’s equity interest inProcurri, being a principal subsidiary of the Company (the “Reduction in Effective Interest inProcurri”) (“Ordinary Resolution 2”) at the EGM. Please note that Ordinary Resolution 1 andOrdinary Resolution 2 are inter-conditional on each other. In other words, if Ordinary Resolution 1is not passed by Shareholders at the EGM, Ordinary Resolution 2 will also not be passed and viceversa.

1.4 The Notice of the EGM is set out on page N-1 of this Circular.

1.5 The SGX-ST takes no responsibility for the contents of this Circular, including the accuracy orcorrectness of any statements or opinions made or reports contained in this Circular.


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2. THE PROPOSED SPIN-OFF AND THE PROPOSED LISTING

2.1 Information on the Group

As at the Latest Practicable Date, the Company, through its subsidiaries, is principally engaged infour (4) main businesses, which can be broadly categorised into two (2) business segments, asfollows:

Business Business Subsidiary DeClout’s Segment shareholding

As at the Latest Practicable Date, Procurri has an issued and paid-up share capital ofS$33,312,410.30 comprising 32,480 Procurri Shares, and of which approximately 69.0% is held bythe Company. As at the Latest Practicable Date, there are no outstanding convertible securitieswhich can be exercised into new Procurri Shares prior to the Proposed Listing.

The current shareholders of Procurri are as follows:

Shareholders No. of Procurri Shares Shareholding

DeClout 22,400 69.0%

Irrucorp Pte. Ltd.(1) 5,230 16.1%

Verity Solutions Pte. Ltd.(1) 680 2.1%

Golden Summit International Ltd.(2) 1,590 4.9%

Oan Chim Seng(2) 1,980 6.1%

Mathew George Jordan(3) 600 1.8%

Total 32,480 100.0%

Notes:

(1) Irrucorp Pte. Ltd. is majority owned by the Listing Group’s employees, and Verity Solutions Pte. Ltd. is owned by theListing Group’s employees.

(2) Golden Summit International Ltd. and Oan Chim Seng are investors independent of the board of directors and othersubstantial shareholders of Procurri.

(3) Mathew George Jordan is an employee of the Listing Group.

75.3%Corous360 Pte. Ltd.,and its subsidaries (the“Corous360 Group”)

e-Commerce SolutionsVertical DomainClouds

69.0%

72.1%

85.0%

Procurri and itssubsidiaries, being theListing Group

Acclivis Technologiesand Solutions Pte. Ltd.,and its subsidaries (the“Acclivis Group”)

Beaqon Pte. Ltd., andits subsidaries (the“Beaqon Group”)

IT Distribution andLifecycle Services, beingthe Spin-Off Business

Cloud, Technology,Managed Internet andManaged Services

Telecommunications andNetwork Solutions

IT InfrastructureServices

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Procurri has appointed DBS Bank Ltd. as the issue manager for the Proposed Listing and hascommenced preparatory work for the Proposed Listing. Barring any unforeseen circumstances, theCompany intends to hold a controlling stake in the Listing Group upon completion of the ProposedSpin-Off and the Proposed Listing. However, it should be noted that as at the Latest PracticableDate, the offer structure for the Proposed Listing has not yet been determined. Pursuant to theminimum public float requirements of the Listing Manual, the Company may sell vendor sharesand/or Procurri may issue new Procurri Shares, and the Company’s stake in the Listing Group maybe reduced to less than 50.0%.

In addition to the above, it should also be noted that as announced on 8 January 2016, theCompany had entered into a subscription agreement with ICH Gemini Asia Growth Fund Pte Ltd(“ICH”), pursuant to which the Company had subsequently on 12 January 2016 issued anaggregate of S$6.0 million in principal amount of non interest-bearing redeemable exchangeablebonds due 2016 (the “Bonds”) to ICH at a subscription price of 100.0% of the principal amount ofthe Bonds. The Bonds shall, immediately upon the finalisation and establishment of the IPO Price,be automatically exchanged into existing Procurri Shares owned by the Company (the “ExchangeShares”) at 70.0% of the IPO Price (the “Exchange Price”). The number of Exchange Shares shallbe determined by dividing the aggregate principal amount of the Bonds by the Exchange Price.

In the event that the Company sells vendor shares, the Company proposes to use the proceedsfrom such sale for, inter alia, repayment of bank loans and for working capital purposes. Whereany of the relative figures of such proposed sale of vendor shares by the Company and/orissue of new Procurri Shares by Procurri (resulting in a reduction of the Group’s share ofProcurri’s NAV and/or profits) computed on the bases set out in Rule 1006(a) to (e) of theCatalist Rules exceeds 50.0%, the Proposed Spin-Off and the Proposed Listing will beconditional upon the approval of Shareholders pursuant to Rule 1014 of the Catalist Rules,and the Company will separately seek Shareholders’ approval accordingly.

As at the Latest Practicable Date, Procurri has 9 non-dormant subsidiaries. Details of Procurri’snon-dormant subsidiaries, and their principal activities and principal place of business, are asfollows:

Name of subsidiary Procurri’s Principal activities Principal place of business shareholding

Procurri LLC 100.0%

Procurri UK Limited 100.0%

Procurri Asia Pacific 100.0%Pte. Ltd.

Procurri Singapore 100.0%Pte. Ltd.

Procurri Malaysia 100.0%Sdn. Bhd.

Procurri, S. de R.L. 100.0% IT Distribution Mexico de C.V.

Asvida UK Limited 100.0% Investment holding UK

Tinglobal Holdings 100.0% Investment holding UK Limited

Procurri (Beijing) 100.0%Co., Ltd. (北京奇益信息技术有限公司)

Note:

(1) Has not commenced operation as the entity is newly incorporated in March 2016.

IT Distribution andLifecycle Services(1)

People’s Republic of China

IT Distribution andLifecycle Services

Malaysia


Singapore


Singapore


United Kingdom of GreatBritain and Northern Ireland(“UK”)


United States of America(“US”)


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2.2 Rationale for and the Tangible Benefits of the Proposed Spin-Off and the Proposed Listing

The basis for the Board’s assessment that the Proposed Spin-Off would bring tangible benefits tothe Shareholders is as follows:

2.2.1 Different Business Mix

The Listing Group is principally engaged in the Spin-Off Business, which comprises the following:

(a) IT Distribution, which in turn comprises:

(i) the procurement of previously owned IT hardware and equipment and repositioning/remarketing them for sale in the secondary markets; and

(ii) the management of, and assistance with, various stages of the supply chain; and

(b) Lifecycle Services, which in turn comprises:

(i) the provision of independent IT maintenance services for a variety of IT hardware andequipment;

(ii) the provision of IT hardware and equipment on a transaction-based pricing model; and

(iii) IT hardware and equipment disposition, remarketing and other related supplementaryservices.

Following completion of the Proposed Spin-Off, the Group, excluding the Listing Group, (the “PostSpin-Off Group”) will no longer be engaged in the Spin-Off Business (other than through itscontrolling interest in the Listing Group). In particular, the Company will, through its subsidiaries, beprincipally engaged in its remaining three (3) other businesses, namely:

(a) Cloud, Technology, Managed Internet and Managed Services (through the Acclivis Group) –the provision of end-to-end cloud, technology, managed internet and managed servicessolutions to enterprises in the Asia-Pacific region, covering data centre services, internet andinfrastructure services, and operational support and disaster recovery services.

b) Telecommunications and Network Solutions (through the Beaqon Group) – the provision anddelivery of high quality wired-line and wireless cable products, as well astelecommunications, data centre infrastructure and homeland security solutions to differentindustries, offering a full spectrum of solutions from product distribution and implementationto operations and maintenance.

(c) e-Commerce Solutions (through the Corous360 Group) – the provision of e-commercesolutions with localised payment infrastructures such as web and mobile payment solutionsand services, as well as lifestyle content and delivery services.

These remaining three (3) businesses and the Spin-Off Business are currently (i) operatedindependently of each other, with clear differentiation of business; and (ii) maintained underseparate accounting records with clear differentiation of their respective assets. Accordingly, thebusinesses and assets of the Post Spin-Off Group and the Listing Group are clearly differentiatedwith a segregation of their operational aspects.

It should be noted that notwithstanding the above, to mitigate any potential conflicts of interest thatmay arise, the Company will be providing a non-compete undertaking to Procurri, that will beeffective upon the Proposed Listing and for so long as the Company remains a controllingshareholder of Procurri. As at the Latest Practicable Date, the terms of the non-competeundertaking are not finalised, and details of the same will be made available in the prospectus tobe lodged and registered with the MAS in connection with the Proposed Listing.

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2.2.2 Geographical Segregation of Businesses

For FY2015, the revenue of the Group, the Listing Group and the Post Spin-Off Group were mainlyderived from the following geographical regions:

FY2015 Revenue

Country Group Listing Group Post Spin-Off Group

US 21.4% 48.9% 0.0%

Europe 14.9% 33.7% 0.0%

Singapore 56.9% 14.2% 90.0%

Malaysia 2.3% 3.2% 2.0%

Other Asia-Pacific countries 4.5% 0.0% 8.0%(excluding Singapore and Malaysia)

Total 100.0% 100.0% 100.0%

Note:

(1) Assuming no consolidation of the financial results and position of Procurri as a subsidiary of the Group.

Through its direct presence and its global network of partners, the Listing Group’s business coversover 80 countries worldwide, and it has offices across three (3) continents (North America, Europeand Asia), in five (5) jurisdictions (the US, the UK, Mexico, Singapore and Malaysia) providinglocalised, multi-country services.

Based on the audited consolidated financial statements of the Listing Group for FY2015,approximately 82.6% of the Listing Group’s total revenue was generated from the US and Europe(with the remaining 17.4% coming from Asia, specifically Singapore and Malaysia). The Post Spin-Off Group, on the other hand, is focused on the Asia-Pacific region, and derived all its revenue inFY2015 from the Asia-Pacific region (with Singapore accounting for approximately 90.0% of its totalrevenue).

In view of the above, the businesses of the Post Spin-Off Group and the Listing Group aregenerally geographically segregated with little overlap.

2.2.3 Difference in Risk Profiles

As the Listing Group and the Post Spin-Off Group operate substantially different businesses indifferent geographical regions, there are differences in their risk profiles. In particular, the ListingGroup and the Post Spin-Off Group are subject to different governmental and trade regulations,and economic and financial market cycles in the countries within which they operate.

Additionally, the Listing Group and the Post Spin-Off Group have different foreign exchange riskprofiles as the Listing Group’s trading currency is primarily the United States Dollar and the Euro,whereas the Post Spin-Off Group’s trading currency is primarily the S$. The Proposed Spin-Off willenable the Listing Group and the Post Spin-Off Group to independently manage their respectiverisk profiles.


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2.2.4 Increased Shareholder Value Through Financial Autonomy and Direct Access to the CapitalMarkets

The Listing Group has in recent years experienced strong growth. Based on the auditedconsolidated financial statements of the Group, the Listing Group’s financial performance in thepast three (3) financial years are as follows:

(S$’000) FY2013 FY2014 FY2015

Revenue 28,400 76,901 122,814

Net Profit After Tax 1,953 3,266 8,772

The Listing Group is in a good position to further enhance its growth. However, in order to realiseopportunities, it will require substantial capital, which may increase the debt level of the Group. Asat 31 December 2015, the Group has net borrowings (comprising bank loans, trade facilities andfinance lease obligations less cash and cash equivalents) amounting to approximately S$34.6million which based on shareholders’ equity of approximately S$103.5 million, represents a netdebt-equity ratio of approximately 33.4%. While the Group is presently able to meet its obligationswhen they fall due, as a matter of prudence, the Directors are of the view that the Listing Groupshould be strengthened financially via an equity injection, and by the availability of additionalfunding options as a separate listed entity with direct acess to the capital markets.

With a stronger equity capital base from funds raised from the Proposed Listing, the Listing Groupwill have greater debt capacity to fund its operations and growth and to secure its own independentsource of funding. Additionally, the Proposed Spin-Off and the Proposed Listing will enable theGroup to unlock and increase value for Shareholders by increasing the overall financial capacityand flexibility of the Group to strengthen the continued growth of the Post Spin-Off Group. The PostSpin-Off Group will not be required to fund the expansion of the Listing Group, thus allowing thePost Spin-Off Group to concentrate its resources on expanding its own businesses and to pursuenew opportunities. Meanwhile, as the Company will retain a controlling stake in the Listing Groupupon completion of the Proposed Spin-Off and the Proposed Listing (please refer to Section 2.3 ofthis Circular for more information), the Company and its shareholders will still be able to participatein and benefit from the growth of the Listing Group. Shareholders and new investors will alsobenefit from the Proposed Spin-Off and the Proposed Listing as they will have the flexibility toinvest in the shares of either or both listed entities, in accordance with their personal preferencesand risk appetites.

2.2.5 Better Focus and Independent Management

The Proposed Spin-Off will enable each of the Listing Group and the Post Spin-Off Group toestablish their respective management focus, business direction and growth strategies, and theCompany intends for the Listing Group to be managed by separate management, operational andaccounting teams, hence improving corporate visibility, management control and accountability, andenhancing performance measurement. Additionally, the Company envisages that it will be betterpositioned to attract top talent from relevant fields to join the Listing Group in senior managementpositions and also as board members which will enhance the leadership team in the Listing Groupupon the Proposed Listing. The Company also envisages that the Proposed Listing will betterincentivise the employees of the Listing Group.

2.3 The Proposed Listing

The Company intends to spin-off the Spin-Off Business via the Proposed Listing, which will resultin a dilution or reduction of the Company’s shareholding interest in Procurri and the Listing Groupdue to the issue of new Procurri Shares in connection with the Proposed Listing.

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Under the Listing Manual, the Proposed Listing is required to meet a minimum public float of25.0% and at least 500 public shareholders. This requirement can be met by the allotment andissuance of new Procurri Shares by Procurri and/or the sale of vendor shares by all or any of theexisting shareholders of Procurri. To the extent that new Procurri Shares are to be issued inconnection with the Proposed Listing, the share capital of Procurri will be enlarged, and theresultant shareholding interest of the Company in the enlarged issued share capital of Procurri willbe reduced and diluted accordingly.

The actual level of the reduction or dilution of the Company’s shareholding interest in the enlargedissued share capital of Procurri pursuant to the Proposed Listing will depend on, inter alia, the IPOPrice, total aggregate number of Procurri Shares to be offered in connection with the ProposedListing, and whether such Procurri Shares will comprise any vendor shares sold by all or any of theexisting shareholders of Procurri.

Shareholders should note that the actual changes to the shareholding interests of theCompany in Procurri as a result of the Proposed Spin-Off and the Proposed Listing is yet tobe determined and will depend on, inter alia, the IPO Price, and the total aggregate numberof Procurri Shares to be offered in connection with the Proposed Listing. Accordingly, theactual extent of the reduction or dilution of the Company’s resultant shareholding interest inProcurri is not fixed as at the Latest Practicable Date, and will vary according to the offerstructure. The Company reserves the right to determine the offer structure for the ProposedListing.

As at the Latest Practicable Date, the offer structure is not finalised and hence the amount ofproceeds to be raised from the Proposed Listing has not finalised. The amount of proceeds to beraised in connection with the Proposed Listing will be dependent on, inter alia, the IPO Price, andthe total aggregate number of new Procurri Shares to be issued in connection with the ProposedListing.

Subject to finalisation of the IPO Documents and the terms of the Proposed Listing, it is currentlycontemplated that the net proceeds raised from the Proposed Listing will be used for: (1) Procurri’smergers and acquisitions, joint ventures and partnerships strategy; (2) enhancement of Procurri’sinfrastructure; (3) repayment of a loan from the Company; and (4) working capital.

While the Proposed Listing, if proceeded with, will result in a reduction or dilution of the Company’sshareholding interest in Procurri, it is currently contemplated that the Company will continue to holda controlling stake in the enlarged issued share capital of Procurri immediately after completion ofthe Proposed Spin-Off and the Proposed Listing. It should however be noted that pursuant to theminimum public float requirements of the Listing Manual, the Company may decide to sell vendorshares and/or Procurri may decide to issue new Procurri Shares, and if the Company’s stake in theListing Group is reduced to less than 50.0%, Procurri will cease to be a subsidiary of the Company.

The Company will make the relevant announcement(s) in due course via SGXNET at theappropriate stage regarding any material developments or updates in relation to the ProposedSpin-Off and the Proposed Listing, including any approvals of the SGX-ST in connection with theProposed Spin-Off and the Proposed Listing.

2.4 Material Conditions of the Proposed Listing

Shareholders should also note that the Proposed Listing will be conditional upon, inter alia, thefollowing:

(a) Shareholders’ approval for the Proposed Spin-Off to be undertaken via the Proposed Listingbeing obtained at the EGM;


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(b) the receipt of the eligibility-to-list letter from the SGX-ST in connection with the admission ofProcurri to the Mainboard of the SGX-ST, the listing of and quotation for Procurri Shares onthe Mainboard of the SGX-ST and the eligiblity-to-list letter not being subsequentlyterminated or revoked prior to the commencement of dealings in Procurri Shares on theMainboard of the SGX-ST;

(c) such other approvals, authorisations, consents and confirmations from the regulatoryauthorities as may be required or advisable in connection with the Proposed Listing beingobtained on terms acceptable to the Company and Procurri and the same remaining in fullforce and effect;

(d) the underwriting agreement, placement agreement(s) and all other relevant agreements inconnection with the Proposed Listing being entered into by the underwriter(s), Procurri and(if applicable) any shareholders of Procurri selling vendor shares and all other relevantpersons (such agreements and related documents, together with the prospectus referred toin paragraph (e) below to be referred to collectively as the “IPO Documents”) and the termsof the Proposed Listing, including but not limited to the IPO Price, being on terms acceptableto and agreed by, inter alia, the Company; and

(e) the lodgement with and registration by the MAS of the prospectus in connection with theProposed Listing in compliance with all applicable laws and regulations.

The Company wishes to highlight that there can be no assurance that approval for theProposed Listing will be granted by the SGX-ST, or that the IPO Documents can be finalisedor agreed or the Proposed Listing can materialise, or otherwise proceed in a timely fashion.In the event that any of the foregoing is not achieved or fulfilled, Procurri will not be able toproceed with the Proposed Listing.

3. FINANCIAL EFFECTS OF THE PROPOSED SPIN-OFF AND THE PROPOSED LISTING

3.1 Bases and Assumptions

The pro forma financial effects are presented for illustration only and are not intended to reflect theactual future financial situation of the Company after the completion of the Proposed Spin-Off.These illustrative pro forma financial effects have been computed based on (a) the Group’s latestaudited consolidated financial statements for FY2015; and (b) audited consolidated financialstatements of Procurri for FY2015, as well as the following key assumptions:

(a) the market capitalisation of Procurri will be S$150.0 million at the point of completion of theProposed Listing;

(b) the Company will transfer 2,442 Procurri Shares (or approximately 7.5% of the existingissued share capital of Procurri) to ICH pursuant to the terms of the Bonds, and accordinglythe shareholding interest of the Company in Procurri will be reduced from approximately69.0% to approximately 61.5% and the loan amounting to S$6.0 million owing by theCompany to ICH will be extinguished;

(c) in connection with the Proposed Listing, the Company will sell 2,849 Procurri Shares (orapproximately 8.8% of the existing issued share capital of Procurri) as vendor shares forS$10.0 million, and Procurri will issue and allot 10,257 new Procurri Shares (representingapproximately 24.0% of the enlarged share capital of 42,737 Procurri Shares) to the publicfor total proceeds of S$36.0 million. Accordingly, the shareholding interest of the Companyin Procurri will be further reduced and diluted from approximately 61.5% to approximately40.0% pursuant to the Proposed Listing;

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(d) although the shareholding interest of the Company in Procurri will be further reduced anddiluted from approximately 61.5% to approximately 40.0% pursuant to the Proposed Listingsuch that Procurri will cease to be a subsidiary of the Company, the Company will continueto consolidate the financial results of Procurri assuming it fulfills the relevant FinancialReporting Standards for such consolidation. The relevant Financial Reporting Standardsestablish principles for the presentation of consolidated financial statements when an entitycontrols another entity, and provides that an investor controls an investee when it is exposed,or has rights to variable returns from its involvement with the investee and has the ability toaffect those returns through its power over the investee. If the Company loses control ofProcurri pursuant to the relevant Financial Reporting Standards and retains at least a 20%shareholding interest in Procurri, Procurri will be accounted for as an associate of theCompany. In the event that the Company ceases to consolidate the financial results ofProcurri pursuant to the relevant Financial Reporting Standards, the Company will make therelevant announcement(s) as and when is appropriate;

(e) expenses incurred in relation to the Proposed Listing is approximately S$3.8 million; and

(f) the Company will use proceeds from the sale of vendor shares to repay bank loans and forworking capital purposes.

3.2 Share Capital

As no new Shares will be issued by the Company in connection with the Proposed Spin-Off andthe Proposed Listing, the Proposed Spin-Off and the Proposed Listing will have no impact on theCompany’s issued share capital.

3.3 NTA per Share

Assuming that the Proposed Spin-Off and the Proposed Listing had been completed on 31December 2015, the effect of the Proposed Spin-Off and the Proposed Listing on the Group’s NTAper Share as at 31 December 2015 will be as follows:

Before the Proposed After the ProposedSpin-Off and the Spin-Off and theProposed Listing Proposed Listing

NTA(1) attributable to Shareholders 29,050 52,899of the Company (S$‘000)

Number of Shares 538,617,530 538,617,530

NTA per Share (cents) 5.39 9.82 (2)

Notes:

(1) NTA means total assets less the sum of total liabilities, non-controlling interest and intangible assets (net of non-controlling interest).

(2) The increase in NTA per Share is mainly due to the effect of the cash proceeds raised pursuant to the ProposedSpin-Off and the Proposed Listing.

3.4 EPS

Assuming that the the Proposed Spin-Off and the Proposed Listing had been completed on 1January 2015, the effect of the Proposed Spin-Off and the Proposed Listing on the Group’s EPSfor FY2015 will be as follows:

Before the Proposed After the Proposed Spin-Off and the Spin-Off and the Proposed Listing Proposed Listing

Profit after taxation and non- 4,978 1,502controlling interests (S$‘000)

Weighted average number of 460,706,294 460,706,294Shares

EPS (cents) 1.08 0.33


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3.5 Gearing

The financial effects of the Proposed Spin-Off and the Proposed Listing on the Group’s gearing asat 31 December 2015 will be as follows:

Before the Proposed After the Proposed Spin-Off and the Spin-Off and the Proposed Listing Proposed Listing

Net borrowings/ (cash)(1) as at 34,631 (13,571)31 December 2015 (S$’000)

Shareholder’s equity (S$’000) 103,537 151,739

Gearing (times) 0.33 NM (2)

Notes:

(1) Net borrowing means total borrowings less cash and bank balances. Net cash means cash and bank balances aremore than total borrowings.

(2) Not meaningful as the Group will be in a net cash position after the Proposed Spin-off and the Proposed Listing.

4. RULE 14 OF THE TAKE-OVER CODE

It should be noted that the Company will be subject to Rule 14 of the Take-over Code following thecompletion of the Proposed Listing if its shareholding interest in Procurri is reduced to below50.0%.

Under Rule 14 of the Take-over Code, except with the consent of the SIC, where:

(a) any person acquires whether by a series of transactions over a period of time or not, shareswhich (taken together with shares held or acquired by persons acting in concert with him)carry 30% or more of the voting rights of a company; or

(b) any person who, together with persons acting in concert with him, holds not less than 30%but not more than 50% of the voting rights in a company and such person, or any personacting in concert with him, acquires in any period of six (6) months additional shares carryingmore than 1% of the voting rights,

such person shall extend immediately an offer to the holders of any class of shares in the capital ofthe Company which carries votes and in which such person or persons acting in concert with himhold shares. In addition to such person, each of the principal members of the group of personsacting in concert with him may, according to the circumstances of the case, have the obligation toextend an offer.

In the event that the Company’s shareholding interest in Procurri is reduced to between 30% andnot more than 50.0% after completion of the Proposed Listing, and following which the Companyand its concert parties increases their aggregate shareholdings in Procurri by 1% or more within aperiod of six (6) months, they will incur an obligation to make a mandatory general offer for Procurriunder Rule 14 of the Take-over Code unless such obligation to make a mandatory general offer forProcurri is waived by the SIC.

5. RULE 805(2) OF THE CATALIST RULES

Rule 805(2)(b) of the Catalist Rules requires an issuer to obtain the prior approval of shareholdersin general meeting if a principal subsidiary issues shares or convertible securities or options thatwill or may result in a percentage reduction of 20.0% or more of the issuer’s equity interest in theprincipal subsidiary. The Catalist Rules defines a principal subsidiary as “a subsidiary whose latestaudited consolidated pre-tax profits (excluding the minority interest relating to that subsidiary) ascompared with the latest audited pre-tax profits of the group (excluding minority interest relating tothat subsidiary) accounts for 20.0% or more of such pre-tax profits of the group. In determiningprofits, exceptional and extraordinary items are to be excluded.”

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The audited consolidated pre-tax profit of the Listing Group (excluding minority interests) forFY2015 was S$9,997,000.00 whilst the audited consolidated pre-tax profit of the Group (excludingminority interests) was S$7,960,000.00. Accordingly, the Listing Group accounted for 125.6% of theGroup’s pre-tax profit and hence is considered a principal subsidiary of the Company.

Following the Proposed Spin-Off and the Proposed Listing, the Company’s shareholding in Procurrimay result in (a) Procurri ceasing to be a subsidiary of the Company as contemplated under Rule805(2)(a) of the Catalist Rules; or (b) a percentage reduction of 20.0% or more of the Company’sequity interest in Procurri, being a principal subsidiary of the Company as contemplated under Rule805(2)(b) of the Catalist Rules. Barring any unforeseen circumstances, the Company intends tohold a controlling stake of at least 30.0% in the Listing Group immediately upon completion of theProposed Spin-Off and the Proposed Listing.

Accordingly, the Company is seeking Shareholders’ approval for (i) the Proposed Spin-Off and theProposed Listing; and (ii) the Reduction in Effective Interest in Procurri, at the EGM. Please notethat Ordinary Resolution 1 and Ordinary Resolution 2 are inter-conditional on each other. In otherwords, if Ordinary Resolution 1 is not passed by Shareholders at the EGM, Ordinary Resolution 2will also not be passed and vice versa.

6. RULE 406(7) OF THE CATALIST RULES

In the Company’s announcement dated 6 October 2015, Shareholders were informed that furtherto a submission made by the Sponsor (for and on behalf of the Company), and based on therepresentations made, the SGX-ST had, subject to certain conditions, no objections to theProposed Spin-Off. Accordingly, the Proposed Spin-Off complies with Rule 406(7) of the CatalistRules and does not constitute a chain listing.

7. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

The interests of the Directors and Substantial Shareholders in the Shares, based on the register ofDirectors’ interests in Shares and Substantial Shareholders’ interests in Shares respectively, as atthe Latest Practicable Date, are as follows:

Direct Interest Deemed Interest

Number of Shares %(1) Number of Shares %(1)

Directors

Wong Kok Khun(2) 18,877,500 3.05 55,019,570 8.89

Kow Ya 16,800,000 2.71 – –

Ho Chew Thim 550,000 0.09 – –

Hew Koon Chan 250,000 0.04 – –

Ch’ng Li-Ling 250,000 0.04 – –

Substantial Shareholders(other than Directors)

Wong Poh Leng(3) 81,060,000 13.10 – –

3rd Space Pte. Ltd. 55,019,570 8.89 – –

Notes:

(1) Based on the issued share capital of 618,850,590 Shares.


16

(2) Wong Kok Khun is deemed to have an interest in the Company’s Shares held by 3rd Space Pte. Ltd. by virtue ofSection 7 of the Companies Act.

(3) The Shares are held in the names of Citibank Nominess Singapore Pte. Ltd. and UOB Kay Hian Pte. Ltd.

Save for their respective interests in the Shares as disclosed above, none of the Directors orSubstantial Shareholders or their respective associates, has any interest, direct or indirect, in theProposed Spin-Off and the Proposed Listing.

8. DIRECTORS’ RECOMMENDATIONS

Having reviewed, inter alia, the rationale for and the tangible benefits of the Proposed Spin-Off andthe Proposed Listing, the Directors are of the view that the Proposed Spin-Off and the ProposedListing is in the best interests of the Company, and they recommend that Shareholders vote infavour of Ordinary Resolution 1 and Ordinary Resolution 2 at the EGM.

The Directors, in rendering their recommendation, have not had regard to the specific investmentobjectives, financial situation, tax position or unique needs and constraints of any individualShareholder. As different Shareholders would have different investment objectives and profiles, theDirectors recommend that any individual Shareholder who may require advice in the context of hisspecific investment portfolio, should consult his stockbroker, bank manager, solicitor, accountant orother professional adviser immediately.

9. EXTRAORDINARY GENERAL MEETING

The EGM, notice of which is set out on page N-1 of this Circular, will be held at M Hotel, BanquetSuite, Level 10, 81 Anson Road, Singapore 079908 on Thursday, 28 April 2016 at 3.00 p.m. (or assoon thereafter following the conclusion or adjournment of the annual general meeting to be heldat 2.00 p.m. on the same day and at the same place) for the purpose of considering and, if thoughtfit, passing with or without modification the Ordinary Resolutions set out in the Notice of EGM.

10. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the EGM and wish to appoint a proxy to attend and vote ontheir behalf, should complete, sign and return the attached Proxy Form in accordance with theinstructions printed thereon as soon as possible and, in any event, so as to arrive at theCompany’s Share Registrar’s office at 80 Robinson Road, #11-02, Singapore 068898 not later than48 hours before the time set for the EGM. The completion and return of the proxy form by aShareholder will not prevent him from attending and voting at the EGM, if he wishes to do so, inplace of his proxy.

A Depositor shall not be regarded as a Shareholder entitled to attend the EGM and to speak andvote thereat unless Shares are entered against his name on the Depository Register at least 72hours before the time fixed for the EGM.

Shareholders and other investors are reminded to exercise caution when dealing in theShares. In the event that Shareholders and other investors are in doubt about the actionsthey should take, they should consult their stockbrokers, bank managers, solicitors,accountants or other professional advisers.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of theinformation given in this Circular and confirm after making all reasonable enquiries, that to the bestof their knowledge and belief, this Circular constitutes full and true disclosure of all material factsabout the Proposed Spin-Off, the Proposed Listing, the Company and its subsidiaries, and theDirectors are not aware of any facts the omission of which will make any statement in this Circularmisleading.

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Where information in this Circular has been extracted from published or otherwise publicly availablesources or obtained from a named source, the sole responsibility of the Directors has been toensure that such information has been accurately and correctly extracted from those sourcesand/or reproduced in this Circular in its proper form and context.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at theCompany’s registered office at 29 Tai Seng Avenue, #05-01 Natural Cool Lifestyle Hub, Singapore534119 from the date of this Circular up to and including the date of the EGM:

(a) the Constitution of the Company; and

(b) the annual report of the Company for FY2015.

Yours faithfully

For and on behalf of the Board DECLOUT LIMITED

Wong Kok KhunChairman and Group Chief Executive Officer


18

DECLOUT LIMITED(Company Registration Number: 201017764W)

(Incorporated in the Republic of Singapore)

Unless otherwise defined or the context otherwise requires, all capitalised terms herein shall bear thesame meaning as used in the circular dated 11 April 2016 issued by the Company (the “Circular”).

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of DeClout Limited (the“Company”) will be held at M Hotel, Banquet Suite, Level 10, 81 Anson Road, Singapore 079908 onThursday, 28 April 2016 at 3.00 p.m. (or as soon thereafter following the conclusion or adjournment of theannual general meeting to be held at 2.00 p.m. on the same day and at the same place) for the purposesof considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions:

ORDINARY RESOLUTION 1: THE PROPOSED SPIN-OFF AND THE PROPOSED LISTING

That:

(a) approval be and is hereby given for the Company to carry out and implement the Proposed Spin-Off and the Proposed Listing, as well as any other transactions contemplated thereunder; and

(b) the Directors and/or each of them be and are hereby authorised to do all acts and things as they oreach of them deem desirable, necessary or expedient to give effect to the matters referred to in theabove paragraph of this ordinary resolution as they or each of them may in their or each of theirabsolute discretion deem fit in the interests of the Group.

ORDINARY RESOLUTION 2: THE REDUCTION IN EFFECTIVE INTEREST IN PROCURRI

That:

(a) approval be and is hereby given for the Company’s proposed reduction of its effective interest inthe shareholding of Procurri (i) such that Procurri ceases to be a subsidiary of the Company ascontemplated under Rule 805(2)(a) of the Catalist Rules; or (ii) a percentage reduction of 20.0% ormore of the Company’s equity interest in Procurri, being a principal subsidiary of the company ascontemplated under Rule 805(2)(b) of the Catalist Rules, as a result of the Proposed Listing; and

(b) the Directors and/or each of them be and are hereby authorised to do all acts and things as they oreach of them deem desirable, necessary or expedient to give effect to the matters referred to in theabove paragraph of this ordinary resolution as they or each of them may in their or each of theirabsolute discretion deem fit in the interests of the Group.

Please note that Ordinary Resolution 1 and Ordinary Resolution 2 are inter-conditional on eachother. In other words, if Ordinary Resolution 1 is not passed by Shareholders at the EGM, OrdinaryResolution 2 will also not be passed and vice versa.

BY ORDER OF THE BOARDDECLOUT LIMITED

Lee Bee FongCompany Secretary11 April 2016

N-1

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Except for a member who is a Relevant Intermediary as defined under Section 181(6) of the Companies Act, a member isentitled to appoint not more 2 proxies to attend, speak and vote at the EGM. A proxy need not be a member of theCompany. Where a member appoints more than 1 proxy, the proportion of his concerned shareholding to be represented byeach proxy shall be specified in the proxy form (expressed as a percentage of the whole).

2. Pursuant to Section 181(1C) of the Companies Act, a member who is a Relevant Intermediary is entitled to appoint morethan 2 proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to adifferent share or shares held by such member. Where such member appoints more than 2 proxies, the number and class ofshares in relation to which each proxy has been appointed shall be specified in the proxy form.

3. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under itscommon seal or under the hand of its attorney or duly authorised officer.

4. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body suchperson as it thinks fit to act as its representative at the EGM, in accordance with the Company’s Constitution and Section179 of the Companies Act.

5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it issigned, or notarially certified copy thereof, must be deposited at the Company’s Share Registrar’s office at 80 RobinsonRoad, #11-02, Singapore 068898 not later than 48 hours before the time set for the EGM.

6. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereatunless his name appears on the Depository Register 72 hours before the time set for the EGM.

7. A member should insert the total number of shares held. If the member has shares entered against his name in theDepository Register as defined under the Securities and Futures Act, Chapter 289 of Singapore, he should insert thatnumber of shares. If the member has shares registered in his name in the Register of Members of the Company, he shouldinsert the number of shares. If the member has shares entered against his name in the Depository Register and sharesregistered in his name in the Register of Members of the Company, he should insert the aggregate number of shares. If nonumber is inserted, this form of proxy will be deemed to relate to all the shares held by the member of the Company.

8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperlycompleted or illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members of the Companywhose shares are entered against their names in the Depository Register, the Company may reject any instrumentappointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in theDepository Register 72 hours before the time appointed for holding the EGM as certified by The Central Depository (Pte)Limited to the Company.

PERSONAL DATA PRIVACY

By submitting a proxy form appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or anyadjournment thereof, a shareholder of the Company (i) consents to the collection, use and disclosure of the shareholder’s personaldata by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxiesand representatives appointed for the EGM (including any adjournment thereof) and the preparation and compilation of theattendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for theCompany (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the“Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy(ies) and/orrepresentative(s) to the Company (or its agents), the shareholder has obtained the prior consent of such proxy(ies) and/orrepresentative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/orrepresentative(s) for the Purposes, and (iii) agrees that the shareholder will indemnify the Company in respect of any penalties,liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

NOTICE OF EXTRAORDINARY GENERAL MEETING

N-2

DECLOUT LIMITED(Company Registration Number: 201017764W)(Incorporated in the Republic of Singapore)

PROXY FORM

*I/We, NRIC/Passport No.

of (Address)

being a *member/members of DECLOUT LIMITED (the “Company”) hereby appoint:

NAME ADDRESS NRIC/ PROPORTION OF PASSPORTNO. SHAREHOLDINGS TO

BE REPRESENTED BY PROXY (%)

or failing which, the chairman of the extraordinary general meeting of the Company (the “EGM”), as*my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf at the EGM to be held at M Hotel,Banquet Suite, Level 10, 81 Anson Road Singapore 079908 on Thursday, 28 April 2016 at 3.00 p.m. andat any adjournment thereof. *I/We direct *my/our *proxy/proxies to vote for or against the ordinaryresolutions to be proposed at the EGM as indicated hereunder. If no specific directions as to voting aregiven, the *proxy /proxies will vote or abstain from voting at *his/their discretion, as he/she/they will onany other matter arising at the EGM.

NO. RESOLUTIONS RELATING TO: FOR** AGAINST**

Ordinary Business

1. The Proposed Spin-Off and the Proposed Listing

2. The Reduction in Effective Interest in Procurri Corporation Pte. Ltd.

Notes:

* Please delete accordingly** Please indicate your vote “For” or “Against” with an “X” within the box provided

Dated this day of 2016.

*Signature(s) of Member(s)/Common Seal

IMPORTANT: Please read notes overleaf

PROXY FORM

IMPORTANT:Pursuant to Section 181(1C) of the Companies Act, RelevantIntermediaries may appoint more than 2 proxies to attend, speak andvote at the extraordinary general meeting.

Personal Data PrivacyBy submitting an instrument appointing a proxy(ies) and/orrepresentative(s), the member accepts and agrees to the personal dataprivacy terms set out in the notice of extraordinary general meeting dated11 April 2016.

�

Total No. of Shares No. of Shares

In CDP Register

In Register of Members

NOTES:

1. Except for a member who is a Relevant Intermediary as defined under Section 181(6) of the Act, a member is entitled toappoint not more 2 proxies to attend, speak and vote at the EGM. Where a member appoints more than 1 proxy, theproportion of his concerned shareholding to be represented by each proxy shall be specified in the proxy form (expressedas a percentage of the whole).

2. Pursuant to Section 181(1C) of the Companies Act, a member who is a Relevant Intermediary is entitled to appoint morethan 2 proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to adifferent share or shares held by such member. Where such member appoints more than 2 proxies, the number and class ofshares in relation to which each proxy has been appointed shall be specified in the proxy form.

3. The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorised inwriting. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under itscommon seal or under the hand of its attorney or duly authorised officer.

4. A corporation which is a member of the Company may authorise by resolution of its directors or other governing body suchperson as it thinks fit to act as its representative at the EGM, in accordance with the Company’s Constitution and Section179 of the Companies Act.

5. The instrument appointing proxy or proxies, together with the power of attorney or other authority (if any) under which it issigned, or notarially certified copy thereof, must be deposited at the Company’s Share Registrar’s office at 80 RobinsonRoad, #11-02, Singapore 068898 not later than 48 hours before the time set for the EGM.

6. A Depositor shall not be regarded as a member of the Company entitled to attend the EGM and to speak and vote thereatunless his name appears on the Depository Register 72 hours before the time set for the EGM.

7. A member should insert the total number of shares held. If the member has shares entered against his name in theDepository Register as defined under the Securities and Futures Act, Chapter 289 of Singapore, he should insert thatnumber of shares. If the member has shares registered in his name in the Register of Members of the Company, he shouldinsert the number of shares. If the member has shares entered against his name in the Depository Register and sharesregistered in his name in the Register of Members of the Company, he should insert the aggregate number of shares. If nonumber is inserted, this form of proxy will be deemed to relate to all the shares held by the member of the Company.

8. The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperlycompleted or illegible or where the true intentions of the appointor are not ascertainable from the instructions of theappointor specified in the instrument appointing a proxy or proxies. In addition, in the case of members of the Companywhose shares are entered against their names in the Depository Register, the Company may reject any instrumentappointing a proxy or proxies lodged if such members are not shown to have shares entered against their names in theDepository Register 72 hours before the time appointed for holding the EGM as certified by The Central Depository (Pte)Limited to the Company.

Pleaseaffix

postagestamp

1st fold here

2nd fold here

The Share RegistrarDECLOUT LIMITED

80 Robinson Road, #11-02,Singapore 068898

3rd fold here and seal