sixteenth schedule of the securities and futures...

SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES(OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES)

REGULATIONS 2005

OFFER INFORMATION STATEMENT

This document is important. If you are in any doubt as to the action you should take, you should consult your legal,financial, tax, or other professional adviser.

A copy of this offer information statement (the “Offer Information Statement”) has been lodged with the MonetaryAuthority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of this OfferInformation Statement. Lodgement of this Offer Information Statement with the Authority does not imply that theSecurities and Futures Act (Chapter. 289 of Singapore), or any other legal or regulatory requirements, have beencomplied with. The Authority has not, in any way, considered the merits of the securities being offered forinvestment.

Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (“SGX.ST”) forthe listing of and quotation for the Bonus Warrants and the New Shares (as defined below) on the Official List ofthe SGX-ST Dealing and Automated Quotation System (“SGX-SESDAQ”) subject to certain conditions beingfulfilled, including a satisfactory spread of Bonus Warrant holders to provide an orderly market for the BonusWarrants. The Bonus Warrants and the New Shares will be admitted to the Official List of SGX-SESDAQ andofficial quotation is expected to commence after all certificates relating thereto have been issued and the allotmentletters from The Central Depository (Pte) Limited (“CDP”) have been despatched.

The SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained oropinions expressed herein. Approval in-principle granted by the SGX-ST for admission to the Official List ofSGX-SESDAQ and the dealing in, listing of and quotation for the Bonus Warrants and the New Shares are in noway reflective of and are not to be taken as an indication of the merits of the Lexicon Group Limited (the“Company”), its subsidiaries and the issue of the Bonus Warrants and New Shares.

No Bonus Warrants shall be allotted or allocated on the basis of this Offer Information Statement later than sixmonths after the date of lodgement of this Offer Information Statement.

The Lexicon Group Limited(Incorporated in the Republic of Singapore)

Company Registration No. 199407135Z

BONUS ISSUE OF UP TO 352,761,135 WARRANTS (THE “BONUS WARRANTS”) TO SHAREHOLDERS OFTHE COMPANY, CONTINGENT UPON THE SUCCESSFUL COMPLETION OF THE PROPOSED SHARECONSOLIDATION, EACH BONUS WARRANT CARRYING THE RIGHT TO SUBSCRIBE FOR ONE (1) NEWORDINARY SHARE OF S$0.08 EACH, ON THE BASIS OF ONE (1) BONUS WARRANT FOR EVERY TWO (2)ORDINARY SHARES HELD BY THE SHAREHOLDERS AS AT THE BOOKS CLOSURE DATE, FRACTIONALENTITLEMENTS BEING DISREGARDED

Manager

DATE OF LODGEMENT:

1 October 2007

Capitalised terms used below which are not otherwise defined herein shall have the same meaningsas ascribed to them under the Definitions section of this Offer Information Statement.

The existing Shares are quoted on the Official List of SGX-SESDAQ.

No person has been authorised to give any information or to make any representations, other thanthose contained in this Offer Information Statement, in connection with the Bonus Warrant Issue and/orthe issue of the New Shares and, if given or made, such information or representations must not berelied upon as having been authorised by the Company. Save as expressly stated in this OfferInformation Statement, nothing contained herein is, or may be relied upon as, a promise orrepresentation as to the future performance or policies of the Group. Neither the delivery of this OfferInformation Statement nor the issue of the Bonus Warrants and/or the New Shares shall, under anycircumstances, constitute a continuing representation, or give rise to any implication, that there hasbeen no change in the affairs of the Group, or any of the information contained herein since the datehereof. Where such changes occur after the date hereof and are material, or are required to bedisclosed by law and/or the SGX-ST, the Company may make an announcement of the same to theSGX-ST and, if required, lodge a supplementary or replacement Offer Information Statement with theAuthority. All Entitled Shareholders should take note of any such announcement and, upon the releaseof such announcement or lodgement of such supplementary or replacement document, as the casemay be, shall be deemed to have notice of such changes.

No information in this Offer Information Statement should be considered to be business, legal or taxadvice. Each prospective investor should consult his own professional or other adviser for business,legal or tax advice regarding an investment in the New Shares and/or the Shares.

This Offer Information Statement has been prepared solely for the purpose of the Bonus Warrant Issueand may not be relied upon by any person other than Entitled Shareholders to whom it is despatchedby the Company or for any other purpose.

This Offer Information Statement may not be used for the purpose of, and does not constitute an offer,invitation or solicitation to anyone in any jurisdiction or under any circumstances in which such offer,invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawful to makesuch an offer, invitation or solicitation.

The distribution of this Offer Information Statement may be prohibited or restricted by law in certainjurisdictions under the relevant securities laws of those jurisdictions. Shareholders or any other personhaving possession of this Offer Information Statement are advised to inform themselves of and observesuch prohibitions and restrictions.

TABLE OF CONTENTS

Page

PART I: DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE BONUS WARRANT ISSUE . 6

TRADING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . 8

PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS. . . . . . . . . . . . . . . . . . . . . 9

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Registrars and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PART III: OFFER STATISTICS AND TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Offer Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Method and Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

PART IV: KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Use of Proceeds from Offer and Expenses Incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Information on the Relevant Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . . . . . . . . . 35

Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Trend Information and Profit Forecast or Profit Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Significant Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

PART VI: THE OFFER AND LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

PART VII: ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Statements by Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Consents from Issue Managers and Underwriters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

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PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES ORUNITS OF DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES . 50

PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAYOF RIGHTS ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

APPENDIX I: TERMS AND CONDITIONS OF THE BONUS WARRANTS . . . . . . . . . . . . . . 52

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PART I: DEFINITIONS

In this Offer Information Statement, the following definitions apply throughout unless the contextotherwise requires or unless otherwise stated: –

“Act” The Companies Act, Chapter 50, of Singapore, as amended ormodified from time to time or re-enactment thereof for the timebeing in force

“Bonus Warrant Issue” The issue by the Company of the Bonus Warrants on the basis ofone (1) Bonus Warrant for every two (2) Shares held by EntitledShareholders as at the Books Closure Date, fractionalentitlements to be disregarded

“Bonus Warrants” Up to 352,761,135 free warrants in registered form to be issuedby the Company pursuant to the Bonus Warrant Issue and (wherethe context so admits) such additional warrants as may berequired or permitted to be issued by the Company pursuant tothe terms and conditions of the Bonus Warrants to be set out inthe Deed Poll (any such additional warrants to rank pari passuwith the Bonus Warrants issued pursuant to the Bonus WarrantsIssue and for all purposes to form part of the same series ofwarrants constituted by the Deed Poll), each warrant entitling theholder thereof to subscribe for one (1) New Share, subject to theterms and conditions of the Bonus Warrants to be set out in theDeed Poll

“Books Closure Date” 26 September 2007, being the date on which the Share TransferBooks and the Register of Members of the Company will beclosed in order to determine, in relation to Entitled Shareholders,their entitlements to the Bonus Warrants under the BonusWarrant Issue

“CDP” The Central Depository (Pte) Limited

“Company” The Lexicon Group Limited

“CPF” Central Provident Fund

“Deed Poll” Instrument by way of deed poll to be executed by the Companyconstituting the Bonus Warrants and containing, inter alia, theprovisions for the protection of the rights and interests of theWarrantholders

“Directors” The directors of the Company for the time being

“Entitled Shareholders” Shareholders whose registered addresses with the Company orCDP, as the case may be, are in Singapore as at the BooksClosure Date or who have at least five (5) Market Days prior tothe Books Closure Date, provided the Company or CDP, as thecase may be, addresses in Singapore for the service ofdocuments and notices

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“Exercise Price” The exercise price of S$0.08 in cash at which a New Share maybe subscribed for upon the exercise of a Bonus Warrant, subjectto adjustments under certain circumstances in accordance withthe terms and conditions of the Bonus Warrants to be set out inthe Deed Poll

“Exercise Period” The period during which Bonus Warrants may, subject to theterms and conditions thereof to be set out in the Deed Poll, beexercised, commencing on and including the date of the issue ofthe Bonus Warrants and expiring at 5.00 p.m. on the dateimmediately preceding the third (3rd) anniversary of the date ofissue of the Bonus Warrants, unless such date is a date on whichthe Register of Members of the Company and/or the Register ofWarrantholders are closed or is not a Market Day, in which eventthe Warrants shall expire on the date prior to closure of theRegister of Members of the Company and/or the Register ofWarrantholders or on the immediately preceding Market Day, asthe case may be, but excluding such period(s) during which theRegister of Members of the Company and/or the Register ofWarrantholders may be closed

“Foreign Shareholders” Shareholders whose registered addresses are outside Singaporeas at the Books Closure Date and who had not, at least five (5)Market Days prior to the Books Closure Date, provided to CDP orthe Company, as the case may be, addresses in Singapore forthe service of notices and documents

“FP” 15 months ended 31 March 2006

“Group” The Company and its subsidiaries

“HY” Financial half-year ended or ending on 30 September of eachcalendar year

“Latest Practicable Date” 25 September 2007, being the latest practicable date precedingthe date of lodgement of this Offer Information Statement

“Market Day” A day on which the SGX-ST is open for trading in securities

“New Shares” Up to 352,761,135 new Shares to be issued, credited as fullypaid, upon the exercise of the Bonus Warrants, subject to and inaccordance with the terms and conditions as set out in the DeedPoll

“NTA” Net tangible assets

“Securities Accounts” The securities accounts maintained with CDP, but not includingthe securities accounts maintained with a Depository Agent

“SFA” The Securities and Futures Act, Chapter 289, of Singapore, asamended or modified from time to time or re-enactment thereoffor the time being in force

“SGX-SESDAQ” SGX-ST Dealing and Automated Quotation System

“SGX-ST” Singapore Exchange Securities Trading Limited

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“Shareholders” Persons (other than CDP) who are for the time being registeredas holders of the Shares in the Register of Members of theCompany and Depositors who have Shares entered against theirnames in the Depository Register

“Shares” Ordinary shares in the capital of the Company

“Warrant Agent” Tricor Barbinder Shares Registrar Services

“Warrantholders” Registered holders of the Bonus Warrants, except that whereCDP is the registered holder, the term “Warrantholder” shall, inrelation to Bonus Warrants registered in the name of CDP,include, where the context so admits, the Depositors whoseSecurities Accounts are credited with such Bonus Warrants

“S$” and “cents” Singapore dollars and cents respectively

“%” Percentage

Other Corporations or Agencies

“MAS” or “Authority” The Monetary Authority of Singapore

“SGX-ST” or “Exchange” Singapore Exchange Securities Trading Limited

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

The terms Depositor, Depository Agent and Depository Register shall have the same meaningsascribed to them respectively in Section 130A of the Companies Act.

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

Any reference to a time of day in this Offer Information Statement shall be a reference to Singapore timeunless otherwise stated.

Any term defined under the Companies Act, the Securities and Futures Act or the SGX-ST’s ListingManual or any statutory or regulatory modification thereof and used in this Offer Information Statementshall, where applicable, have the meaning ascribed to it under the Companies Act, the Securities andFutures Act, the SGX-ST’s Listing Manual or such statutory or regulatory modification thereof, as thecase may be, unless otherwise provided.

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ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATEIN THE BONUS WARRANT ISSUE

(a) Entitled Shareholders

Entitled Shareholders will be issued Bonus Warrants on the basis of their shareholdings as at theBooks Closure Date.

All dealings in and transactions of the Bonus Warrants through the SGX-ST will be effected underthe book-entry (scripless) settlement system. Accordingly, the warrant certificates to be issued toEntitled Shareholders (not being Depositors) will not be valid for delivery pursuant to trades doneon the SGX-SESDAQ.

Entitled Shareholders (not being Depositors) are encouraged to open Securities Accounts if theyhave not already done so and to deposit their share certificates with CDP prior to the BooksClosure Date so that their Securities Accounts may be credited by CDP with their Shares and theBonus Warrants. Entitled Shareholders should note that their Securities Accounts will only becredited with the relevant Shares or the twelfth (12th) Market Day from the date of lodgement ofthe share certificates with CDP or such later date as CDP may determine.

(b) Foreign Shareholders

In order to avoid any violation of securities laws applicable in countries other than Singapore, theBonus Warrants will NOT be issued to Foreign Shareholders. Bonus Warrants which wouldotherwise have been allotted to Foreign Shareholders will, if practicable, be sold by the Companyat its sole discretion on the SGX-SESDAQ.

The net proceeds from such sales, after deduction of all expenses therefrom, will be pooled andthereafter distributed among Foreign Shareholders in proportion to their respective shareholdingsor, as the case may be, the number of Shares standing to the credit of their respective SecuritiesAccounts as at the Books Closure Date and sent to them at their own risk by ordinary post,provided that where the amount of net proceeds distributable to any single Foreign Shareholderis less than S$10.00, the Company shall be entitled to retain or deal with such net proceeds asthe Directors may, in their absolute discretion, deem fit and no Foreign Shareholder shall have anyclaim whatsoever against the Company or CDP in connection therewith.

Where such Bonus Warrants are sold on the SGX-SESDAQ, they will be sold at such price orprices as the Company may, in its absolute discretion, decide and no Foreign Shareholder shallhave any claim whatsoever against the Company or CDP in respect of such sale.

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TRADING

Upon listing and quotation on SGX-SESDAQ, the Bonus Warrants and New Shares, when issued, willbe traded under the book-entry (scripless) settlement system. All dealings in, and transactions(including transfers) of the Warrants effected through SGX-SESDAQ and/or CDP shall be made inaccordance with CDP’s “Terms and Conditions for Operation of Securities Accounts with CDP” and the“Terms and Conditions for CDP to act as Depository for the Warrants”, as the same may be amendedfrom time to time. Copies of the above are available from CDP.

Warrantholders should note that most counters on SGX-SESDAQ trade in lot sizes of 1,000 sharesand/or warrants. Following the Bonus Warrant Issue, Warrantholders who hold odd lots of the Warrants(i.e. less than 1,000 Warrants) and who wish to trade in odd lots of Warrants on SGX-SESDAQ shouldnote that the Unit Share Market has been set up to allow trading of odd lots.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Information Statement, statements made in press releases andoral statements that may be made by the Company or its Directors, officers or employees acting on itsbehalf, that are not statements of historical fact, constitute “forward-looking statements”. Some of thesestatements can be identified by words such as, without limitation, “anticipate”, “believe”, “could”,“estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”,“will” and “would” or other similar words. However, these words are not the exclusive means ofidentifying forward-looking statements. All statements regarding the Group’s expected financialposition, operating results, business strategies, plans and prospects are forward-looking statements.These forward-looking statements, including but not limited to 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 actualresults, performance or achievements to be materially different from any future results, performance orachievements 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, performance or achievements may differ materially fromthose anticipated in these forward-looking statements. Neither the Company nor any other personrepresents or warrants that the Group’s actual future results, performance or achievements will be asdiscussed in those statements.

Further, the Company disclaims any responsibility to update any of those forward-looking statementsor publicly announce any revisions to those forward-looking statements to reflect future developments,events or circumstances for any reason, even if new information becomes available or other eventsoccur in the future. Where such developments, events or circumstances occur and are material, or arerequired to be disclosed by law and/or the SGX-ST, the Company may make an announcement of thesame to the SGX-ST and, if required, lodge a supplementary or replacement document with theAuthority.

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PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS

Directors

1. Provide the names and addresses of each of the directors or equivalent persons of therelevant entity.

Name Address Designation

Low Song Take : 4 Cluny Hill Singapore 259653 Honorary Chairman

Ricky Ang Gee Hing : 47 Phillips Avenue Singapore 546986 Executive Vice-Chairmanand Managing Director

Tan Choon Wee : 5 Rhu Cross #06-04 Costa RhuSingapore 437434

Executive Director

Kevin Low Ka Choon : 7 Oriole Crescent Raffles ParkSingapore 288601

Non-Executive Director

Jeffrey Tan Boon Khiong : 33 Brighton Avenue Singapore 559279 Independent Director

Tjio Kay Loen : 3 Park Vale Watten Estate Singapore288562

Independent Director

Francis Xavier : 134D Yuan Ching Road #13-201Singapore 618656

Independent Director

Advisers

2. Provide the names and addresses of –

(a) the issue manager to the offer, if any;

(b) the underwriter to the offer, if any; and

(c) the legal adviser for or in relation to the offer, if any.

Manager : Omega Capital Limited101 Cecil Street#13-09/10/11 Tong Eng BuidlingSingapore 069533

Underwriter : Not applicable.

Legal Adviser to the BonusWarrants Issue

: Colin Ng & Partners36 Carpenter StreetSingapore 059915

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Registrars and Agents

3. Provide the names and addresses of the relevant entity’s registrars, transfer agents andreceiving bankers for the securities being offered, where applicable.

Address

Registrar Tricor Barbinder Share Registration Services8 Cross Street#11-00 PWC BuildingSingapore 048424

Transfer agent Not applicable.

Receiving bankers Not applicable.

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PART III: OFFER STATISTICS AND TIMETABLE

Offer Statistics

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

Method of Offer : Bonus Warrants Issue to Shareholders of theCompany contingent upon the successfulcompletion of the share consolidation.

Issue Price : Not applicable.

Basis of Allotment : Basis of one (1) Bonus Warant for every two (2)consolidated Shares held by the RegisteredShareholders as at the Books Closure Date,fractional entitlements to be disregarded.

Number of Bonus Warrants : Up to 352,761,135 free warrants in registeredform to be issued by the Company.

Warrant Exercise Period : The Bonus Warrants may, subject to the termsand conditions thereof to be set out in the DeedPoll, be exercised at any time during the periodcommencing on and including the date of issueof the Bonus Warrants and expiring at 5.00 p.m.on the date immediately preceding the third (3rd)anniversary of the date of issue of the BonusWarrants, unless such date is a date on whichthe Register of Members of the Company and/orthe Register of Warrantholders are closed or isnot a Market Day, in which event the BonusWarrants shall expire on the date prior to theclosure of the Register of Members of theCompany and/or the Register of Warrantholdersor on the immediately preceding Market Day, asthe case may be, but excluding such period(s)during which the Register of Members of theCompany and/or the Register of Warrantholdersmay be closed. Bonus Warrants remainingunexercised at the expiry of such period shalllapse and cease to be valid for any purpose.

The rights and liabilities attaching to the Bonus Warrants are set out in the Deed Poll (includingthe terms and conditions of the Bonus Warrants set out in Appendix I of this Offer InformationStatement).

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Method and Timetable

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 targetedpotential investors.

Refer to paragraphs 3 to 7 of this Part.

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 lodgement of theoffer information statement, describe the arrangements for announcing the definitive time,date or 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 madepublic.

Not applicable.

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

Warrantholders who exercise their Warrants must pay the Exercise Price by way of (a) aremittance in Singapore currency by banker’s draft or cashier’s order drawn on a bank operatingin Singapore in favour of the Company; or (b) subject to the Warrants being listed on theSGX-Sesdaq, by debiting the relevant Warrantholder’s CPF Investment Account with thespecified CPF Approved Bank for the credit of the Special Account (each term as defined in theDeed Poll); or (c) subject to the Warrants being listed on the SGX-Sesdaq, partly in the form ofremittance and/or partly by debiting such Warrantholder’s CPF Investment Account with the CPFApproved Bank for the credit of the Special Account.

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.

Form of Warrant Certificate

• The definitive Warrant Certificates shall have endorsed thereon the Conditions in orsubstantially in the form set out in Schedule 1, and shall be issued in registered form seriallynumbered and transferable by registration only.

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• The definitive Warrant Certificates shall be signed manually or in facsimile by two (2)Directors or a Director and the Secretary of the Company. The facsimile signatures may bereproduced by mechanical or other means provided the method or system of reproducingsignatures has first been approved by the Directors. The Company may use the facsimilesignature of any person who shall have been or who shall be a Director or the Secretary ofthe Company notwithstanding the fact that such person shall have ceased to hold such officeat the date of delivery of any Warrant Certificate and the definitive Warrant Certificates sodelivered incorporating such signature shall be valid and binding obligations of theCompany.

• Pending the issue of the definitive Warrant Certificates, the Company may where necessaryissue one temporary global warrant (printed, lithographed or typewritten, signed manually orin facsimile on behalf of the Company by to Directors or a Director and the Secretary of theCompany) representing the Warrants. The temporary global warrant shall be substantially inthe form set out in Schedule 2. The Company shall at the relevant time deliver to the WarrantAgent definitive Warrant Certificates, duly executed on behalf of the Company in respect ofthe number of Warrants then represented by the temporary global warrant in exchange forthe temporary global warrant. Until such exchange, each of the persons on whose behalf thetemporary global warrant is held shall be entitled to the same rights and benefits under thisInstrument as if it were the holder of one of the definitive Warrant Certificates.

• 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 Register of Warrant Holders (where theregistered holder of a Warrant is a person dither than the Depository) or the DepositoryRegister (where the Depository is the registered holder of a Warrant) or any statement orcertificate issued by the Depository to the company or any Warrant Holder (as madeavailable to the Company and/or the Warrant Agent) to ascertain the identity of the WarrantHolders, the number of Warrants to which any such Warrant Holders are entitled to giveeffect to the exercise of the subscription rights constituted by the Warrants and for all otherpurposes in connection with the Warrants (whether or not the Company shall be in defaultin respect of the Warrants or any of the Conditions or in this Instrument and notwithstandingany notice of ownership or writing thereon or notice of any claim on or loss or theft or forgeryof any Warrant or Warrant Certificate).

• The Warrants shall not pending valid exercise, entitle the Warrant Holders to any of therights in respect of the New Shares.

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 preemption, 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 ofthe securities are to be made public and, where appropriate, the manner for refundingexcess amounts paid by applicants (including whether interest will be paid).

The Company will publicly announce the results of the allocation of Bonus Warrants, as soon asit is practicable after the Closing Date through a SGXNET announcement to be posted on theInternet at the SGX-ST website http://www.sgx.com.

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PART IV: KEY INFORMATION

Use of Proceeds from Offer and Expenses Incurred

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

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 net proceeds arising from the full exercise of the Bonus Warrants (after deducting estimatedexpenses) are expected to be approximately S$28.1 million.

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 personsof the relevant entity, must be raised by the offer of securities.

As and when the Bonus Warrants are exercised, the proceeds arising from the issue of the NewShares will strengthen the Company’s capital base and working capital position. The actualproceeds received by the Company from the exercise of the Bonus Warrants will depend on theextent to which such Bonus Warrants are exercised. It is currently anticipated that the proceedsfrom the subscription of New Shares will be used for the future acquisitions and general workingcapital purposes.

Pending the deployment of the net proceeds for the purpose mentioned above, the net proceedsarising from the exercise of the Bonus Warrants may be deposited with banks and/or financialinstitutions, invested in short-term money market instruments and/or marketable securities, orused for any other purpose on a short-term basis as the Directors may, in their absolute discretion,deem fit.

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.

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The proportion of the net proceeds from the full exercise of the Bonus Warrants allocated to eachprincipal intended use as set out above, and the estimated amount what will be used to pay forexpenses incurred in connection with the issue of the Bonus Warrants is set out below:

Intended uses Amount (S$ million)% of gross proceeds of the

Bonus Warrants

Working capital 13.1 46.6%

Future acquisitions 15.0 53.4%

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.

Not Applicable.

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.

Not Applicable.

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 entityis the 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 put.

Not Applicable.

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 uponbetween the underwriters or other placement or selling agents in relation to the offer andthe person making the offer. If it is not possible to state the amount of discount orcommission, the method by which it is to be determined must be explained.

Nil.

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Information on the Relevant Entity

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

Registered office

Address: : 36 Carpenter StreetSingapore 059915

Telephone : 6323 8383

Facsimile : 6323 8282

Principal place of business:

Address: : 371 Beach Road#03-18 KeypointSingapore 199597

Telephone : 6292 0300

Facsimile : 6293 3674

9b. 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 Lexicon Group Limited (the “Company”) together with its subsidiaries (the “Group”) is amedia group and aims to become Asia’s first fully integrated multimedia business informationservices group with a strong focus on the China market.

The Group’s operations are carried out mainly in Hong Kong, PRC, Singapore and Malaysia.

The core businesses of the Group are:–

(a) publishing; and

(b) investments.

Publishing

The Group is one of the leading homegrown publishers of special interest magazines for nichemarkets in mainly Singapore and Malaysia. Founded in October 1994, the Group currently havea magazine and periodical portfolio of more than 20 titles in three different languages. They covera wide range of interests, from parenting, to personal investment and finance and fashion andlifestyle.

Investments

The Group has a 25% stake in Shareinvestor.com Holdings Pte Ltd and substantial investmentsin Nasdaq listed Nextmart Inc and AIM-listed Sun 3C Media Plc.

The Lexicon Group Ltd was incorporated in Singapore in October 1994 and listed on SGX-SESDAQ on 29 July 1998. As at the Latest Practicable Date, the Group has 19 subsidiaries, briefparticulars of the principal activities of these subsidiaries are described in Appendix 1.

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The subsidiaries of the Company and their principal activities as at the Latest Practicable Date areas follows:

Name of subsidiary Principal activities

Country ofincorporationand place ofbusiness

Effective equityheld by the

Group %

1. G-Mobile Pte Ltd Distribution of contents viamobile phone

Singapore 100

2. Panpac Marketing &Circulation Pte Ltd

Publishing and sale ofperiodicals and magazines

Singapore 100

3. Lifestyle MagazinesPublishing Pte Ltd


Singapore 100

4. SmartInvestor Pte Ltd Publishing and sale ofperiodicals and magazines

Singapore 100

5. Wine & DineExperience Pte Ltd


Singapore 100

6. Auston TechnologyGroup Pte Ltd

Investment holding Singapore 78.2

7. TLG SpecialistMagazines Pte Ltd(formerly known asPanpac SpecialistMagazines Pte Ltd)

Publishing and sale ofperiodicals and magazines— currently dormant

Singapore 100

8. Panpac EventsManagement Pte Ltd

Exhibition fair andconvention organisers —currently dormant

Singapore 100

9. Panpac Future TitlesPte Ltd


Singapore 100

10. Panpac BusinessCommunications PteLtd


Singapore 100

11. Grierson Pte Ltd Provision of e-businessconsultancy and marketingservices to real estates andrelated industries — currentlydormant

Singapore 85

12. Panpac Ventures(China) Pte Ltd

Investment holding —currently dormant

Singapore 100

13. Asia Media Pte Ltd Provision of media,publishing, communicationsand education relatedbusinesses — currentlydormant

Singapore 76.5

14. Education andEntertainmentWorkshop Pte Ltd

Publishing and sale of books— currently dormant

Singapore 77.8

15. AsiaStockWatch.com(Australia) Pty Ltd

Provision of internetdatabase services andinformation — currentlydormant

Australia 100

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Name of subsidiary Principal activities

Country ofincorporationand place ofbusiness

Effective equityheld by the

Group %

16. Panpac Media.com(Australia) Pty Ltd

Investment holding —currently dormant

Australia 100

17. Panpac Tech StrategicLimited

Investment holding British VirginIslands

100

18. Delta Digital Limited Management andConsultancy Services

British VirginIslands

100

19. Sun China Media (BJ)Culture Distribution Ltd

Media publishing China 100

20. Inovatif Media AsiaSdn Bhd

Media publishing Malaysia 100

21. Panpac SpecialistMagazines (Malaysia)Sdn. Bhd

Letting of property currentlydormant

Malaysia 100

22. Panpac BusinessMedia (M) Sdn. Bhd.

Media publishing — currentlydormant

Malaysia 100

23. WDE (Malaysia) Sdn.Bhd.


Malaysia 100

24. Panpac LifestyleMagazines (M) Sdn.Bhd.


Malaysia 100

25. Golf Times (Malaysia)Sdn. Bhd.

Media advertising contractorsand agents — currentlydormant

Malaysia 100

26. Biz2net Asia Pte Ltd Consultancy and web designservices — currently dormant

Singapore 100

27. Blue-Oaks.com Pte Ltd Software development andconsultancy managementservices — currently dormant

Singapore 100

28. Data InformationSystems Pte Ltd

Consultants on computersperipheral equipment andtechnical and advisoryservices — currently dormant

Singapore 100

29. Juzlaw Solutions PteLtd

Trading in computerhardware and accessories —currently dormant

Singapore 80

30. Panpac Managementand InformationConsultants (Shanghai)Limited

Provision of consultancyservices for events,executive forms, forumworkshops and strategicbusiness conferences —currently dormant

China 100

31. TPMC Asia Pte Ltd Distribution of magazines —currently dormant

Singapore 77.8

32. Shanghai PanpacManagement &Consultancy Limited

Management andconsultancy services —currently dormant

China 100

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9c. the general development of the business from the beginning of the period comprising the3 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;

General development of the business of the group over the three most recent completedfinancial years

Financial year ended 31 December 2004 (“FY 2004”)

Auston International Group Limited (“Auston”) entered into a conditional sale and purchaseagreement dated 5 January 2004 with Mr Bachtiar Salim to acquire (i) 65% of the entire sharecapital of P.T. Rizki Lancar Sentosa; and (ii) 5,000 square metres of a development site locatedat Bulevar Artha Gading in Jakarta. The parties entered into a supplemental agreement on 2 July2004. On 23 November 2004, the abovementioned sale and purchase agreement was mutuallyterminated by the parties due to non-fulfilment of the conditions precedent in the agreement.

On 30 January 2004, the Company announced that Mr Seow Kui Lim had resigned as a Directorof the Company with effect from 27 January 2004.

On 11 February 2004, the Company entered into a subscription agreement with UOB Kay HianPrivate Limited pursuant to which the Company agreed to issue and UOB Kay Hian PrivateLimited agreed to subscribe, notes of up to S$5,000,000 in principal amount of unsecured S$notes due 2007 at an issue price of 100% of the principal amount of such notes. The notes areconvertible into new Shares or exchangeable for ordinary shares in Auston.

On 10 March 2004, the Company announced that its 25% associated company,Shareinvestor.com Holdings Pte Ltd, intends to seek a listing on the SGX-ST and has appointedOverseas-Chinese Banking Corporation Limited as the issue manager.

On 29 March 2004, the Company announced that it had entered into a binding memorandum ofunderstanding dated 25 March 2004 with Sun Media Investment Holdings Limited (“SMIH”)whereby the Company will place 10,000,000 Shares in favour of SMIH and grant an option toSMIH to purchase 40,000,000 Shares. The Company further announced on 13 April 2004 that ithad, on 13 April 2004, entered into a subscription agreement with Sun Media in respect of theabove placement and grant of option. The placement and option granted are conditional upon thesuccessful acquisition of The Observer Star Global Publishing Holdings Ltd (“OSGPH”, formerlyknown as Media Sky Associates Limited) by the Company. In relation thereto, the Companyannounced that 10,000,000 Shares were issued and allotted to SMIH on 27 April 2004. On 28October 2004, SMIH exercised the option to subscribe for 40,000,000 Shares in accordance withthe terms of the subscription agreement.

In relation to the above, the Company announced on the same day that it had entered into abinding memorandum of understanding dated 25 March 2004 with Yin Jianping and Hu Yishi(collectively the “Vendors”) whereby the Company will acquire the entire issued share capital ofWide Angle Press Ltd (“WAP”) and Golden Horse Management Ltd (“GHM”) through theacquisition of shares in their holding company, OSGPH. The Company further announced on 13April 2004 that it had entered into a sale and purchase agreement dated 13 April 2004 with theVendors in respect of the acquisition of the entire issued share capital of WAP and GHM through

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the acquisition of OSGPH. The consideration for the acquisition of OSGPH was agreed to beS$3.96 million and was arrived at on a willing seller, willing buyer basis. The said considerationwas to be satisfied through the allotment and issue to the Vendors of 44 million new Shares. TheCompany announced on 26 April 2004 that the acquisition of OSGPH was completed on 26 April2004.

On 28 April 2004, the Company held its AGM where all the resolutions at the AGM were passed.Mr Cheong Poh Kin retired as a Director of the Company at the AGM.

On 10 May 2004, the Company announced that its wholly-owned subsidiary, OSGPH, hadentered into a binding memorandum of understanding dated 9 May 2004 with SMIH to acquire theentire issued share capital of The Observer Star Group Holdings Limited (“OSGH”). The Companyfurther announced on 21 May 2004 that OSGPH had entered into a sale and purchase agreementdated 21 May 2004 with SMIH. The consideration for the acquisition was HK$32.9 million, to besatisfied through cash payment of HK$3.6 million and the allotment and issue to Sun Media of 44million new Shares. The parties entered into addendums to the sale and purchase agreement on16 July 2004 and 31 August 2004. On 29 October 2004, the Company completed the above saidacquisition.

On 14 May 2004, the Company announced the appointment of Mr Koo Kok Wing as the chiefoperating officer of the Company with effect from 17 May 2004. Mr Koo resigned as the chiefoperating officer of the Company on 30 November 2004.

On 3 June 2004, the Company announced the appointment of Dr Bruno Zheng Wu and Ms YangLan as non-executive Directors of the Company with effect from 26 April 2004.

OSGPH had on 14 June 2004 entered into a non-binding memorandum of understanding withTianjin Jin Bao Media Investments Ltd (“TJM”) to form a new joint venture company with aregistered capital of RMB10 million. On 18 October 2004, the Company announced that it haddecided not to proceed with the transaction and had therefore allowed the memorandum ofassociation to lapse. The Company had decided not to proceed with the joint venture in order tofocus on its resources on consolidating and strengthening its position as a leading business andfinancial newspaper publisher in the PRC and in developing the Observer Star newspaper.

On 14 June 2004, the Company announced the appointment of Mr Cyril Pereira as the managingdirector and chief executive officer of OSGPH.

On 6 July 2004, the Company announced the promotion Ms Ng Hwee Ling from Group FinancialController to Chief Financial Officer of the Company with effect from 1 July 2004.

On 5 August 2004, the Group announced its half-year financial results for FY2004. The Grouprecorded an increase in revenue of 14.4% as compared to the previous corresponding period anda net profit of S$1.03 million for the period against losses of $2.54 million over the previouscorresponding period.

On 3 September 2004, the Company entered into a subscription agreement with Quantum CapitalAsset Management Limited (“Quantum Capital”) pursuant to which the Company will issue toQuantum Capital up to S$10 million in principal amount of note at an issue price of 100% of theprincipal amount of such notes. The notes are convertible into new Shares. All the notes issuedby the Company pursuant to the abovementioned agreement were fully drawn down andconverted on 17 January 2005.

On 8 September 2004, the Company appointed Mr You Susheng as a Director of the Company.

On 10 September 2004, the Company decreased its interest in its subsidiary, Asia Media Pte Ltd,to 70%.

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On 18 October 2004, the Company announced that OSGPH had incorporated a wholly-ownedsubsidiary, Observer Star (Hong Kong) Limited (“OSHK”) in Hong Kong on 28 July 2004, toengaged in the business of publishing and distributing the Observer Star newspaper, HK editionand the global licensing and syndication of the newspaper.

On 21 October 2004, OSHK entered into licensing agreement with L.A. Web, Inc (“L.A. Web”), toprint and distribute the Observer Star newspaper in West Coast of USA. The agreement will befor an initial period of one-year.

On 2 November 2004, the Company announced that it had appointed Mr Yang Guowei as thechief executive officer of the Group’s China operations held under its wholly-owned subsidiary,The Observer Star Global Publishing Holdings Ltd with effect from 1 November 2004.

On 8 November 2004, the Company announced that The Observer Star Group Holdings Ltd(“OSGH”) had on 7 November 2004, entered into a memorandum of understanding with ChinaMobile Telecom Association (“CMTA”) to form a company to, inter alia, sell advertising, inserts andsponsorships in the Observer Star news magazine and to sell and distribute the Observer Starnews magazine to a select group of phone subscribers of CMTA’s members and the generalpublic of China and globally. OSGH and CMTA will each hold 70% and 30% respectively in thenew company.

On 8 November 2004, the Company announced that it had entered into a sale and purchaseagreement dated 7 November 2004 with Sky Win Advertising Group Limited pursuant to which theCompany will dispose its interest in the entire issued share capital of its wholly-owned subsidiary,Lifestyle Magazines Publishing Pte Ltd (formerly known as Panpac Lifestyle Magazines Pte Ltd),for a consideration of $6.3 million, which will be satisfied through cash payment within 6 monthsfrom the completion of the sale and purchase agreement. The transaction was completed on 31December 2004.

On 8 November 2004, the Company announced that OSGPH had entered into a sale andpurchase agreement dated 7 November 2004 with SEEC Media Group Limited pursuant to whichOSGPH will acquire the entire issued and share capital of Maxful Management Corp for aconsideration of HK$48.0 million, which will be satisfied partly by cash payment of HK$29.0 millionand the issue of 31,772,575 new Shares. The transaction was completed on 31 December 2004.

On 10 November 2004, the Company appointed Mr John Zongyang Li as a Director and GroupChief Financial Officer of the Company and Dr Bruno Zheng Wu was appointed as ExecutiveChairman of the Group.

On 12 November 2004, the Company announced that OSGPH had entered into a sale andpurchase agreement dated 10 November 2004 with Toorak Group Limited (“Toorak”) pursuant towhich OSGPH will acquire the entire issued share capital of Optima Media International Ltd for aconsideration of HK$12.0 million, which will be satisfied through cash payment of HK$5.0 millionwithin 6 months of the completion of the sale and purchase agreement and the allotment andissue to Toorak 11,705,685 Shares. The transaction was completed on 31 December 2004.

On 1 December 2004, the Company announced that it had entered into a sale and purchase andlicence agreement dated 30 November 2004 with Asia Network Technologies Limtied (“ANT”,formerly known as China Multi-Media Private Network Limited). Under the terms of the saidagreement, the Company will sell its 25% stake in Shareinvestor.com Holdings Pte Ltd and grantANT a worldwide perpetual exclusive licence and right for digitised transmission and anon-exclusive and non-transferable right and licence to reproduce, publish, sell and distributesome of the contents owned by the Company for a total consideration of S$8 million, to besatisfied by the allotment and issue of shares in ANT equal to 20.5% of the issued and paid-upcapital of ANT as at the date of completion of the agreement. On 9 December 2004, the Company

21

announced that ANT had engaged Capital Alliance Group to act as ANT’s agent and advisor toseek a listing on NASDAQ senior market. The transaction was completed on 21 December 2004.

On 8 December 2004, the Company announced that the financial statements of its subsidiary,Auston, in respect of the financial year ended 31 July 2002, financial period ended 31 December2003 and 6-month period ended 30 June 2004 had been mis-stated, leading to an overstatementof Auston’s profits. On 10 December 2004, Auston appointed M/s Deloitte & Touche asindependent auditors to investigate the possible irregularities and mis-statements in the AustonGroup’s accounts.

Financial period ended 31 March 2006 (“FP 2006”)

On 4 January 2005, the Company announced that it had appointed Mr Chen Xiaotao as a Directorand Chief Executive Officer of the Company with effect from 3 January 2005.

On 23 February 2005, the Group announced its full year financial results for FY 2004. The Groupreported a profit after tax of S$73.485 million as compared to a loss of S$5.381 million for financialyear ended 31 December 2003.

The Company’s wholly-owned subsidiary, United Business Newspaper Publishing Group Ltd(“United Business”) had on 1 March 2005, acquired a further 30% stake in Observer Star (PRC)Limited, which became a wholly-owned subsidiary of United Business pursuant to the acquisition,from China United Group Media Limited for a consideration of RMB600,000.

The Company’s wholly-owned subsidiary, The Observer Star Group Holdings Ltd (“OSGH”) hadon 1 March 2005, acquired a further 30% stake in Observer Star Publishing Limited, whichbecame a wholly-owned subsidiary of OSGH pursuant to the acquisition, for a consideration ofHK$3,000,000 from China United Group Media Limited.

On 9 March 2005, the Company announced that it had appointed Mr Zheng Yuchun as the ChiefExecutive Officer of Star Newspapers Co., Ltd and Observer Star (Hong Kong) Co., Ltd, theCompany’s subsidiaries in Hong Kong.

On 1 April 2005, Asia Network Technologies Limited (“ANT”) (formerly known as ChinaMulti-Media Private Network Ltd), an associated company of the Company, had entered into anengagement term sheet with Nextmart Inc (“Nextmart”, formerly known as Sun New Media Incand SE Global Equities Corp). Under the term sheet, Nextmart will acquire the entire issued sharecapital of Asia Multi-Media Technology Services Holdings Limited, a wholly-owned subsidiary ofANT.

On 12 April 2005, the Company announced that its subsidiary, Auston Technology Group Pte Ltd(“ATG”), had on 11 April 2005, entered into three separate sale and purchase agreements withunrelated third parties for the sale of 47 million Auston shares at a price of $0.10 per Auston share.

On 10 May 2005, the Company announced that its auditors had qualified its audited financialstatements for the financial year ended 31 December 2004.

On 20 May 2005, the Company announced that its subsidiary, ATG, had entered into terminationagreements with Ethe One Limited, Tan Choon Wee and Kim Eng Securities Pte Ltd, due to thenon-fulfillment of the conditions precedent in the sale and purchase agreements between ATGand the three parties.

On 25 May 2005, the Company announced that it had appointed Mr Chauncey Shey as a Directorof the Company with effect from 24 May 2005.

22

On 26 May 2005, the Company announced that it is exploring alternatives in issuing shares onNASDAQ and/or other public markets outside Singapore and had appointed Hongkong-basedinvestment banking firm FB Gemini Capital as its financial advisor.

On 30 May 2005, the Company announced that its subsidiary, ATG had entered into a Sale andPurchase Agreement dated 30 May 2005 with Wuhan Hongbo Group Ltd for the sale of 20 millionAuston shares at a price of S$0.06 per Auston share.

On 1 June 2005, the Company announced that it has acquired 4,100 shares constituting 4.1% ofthe issued and paid-up share capital of Asia Media Pte Ltd (“AMPL”). Pursuant to the acquisition,the Company holds 74.1% of the issued and paid-up share capital of AMPL.

On 2 June 2005, the Company entered into a Equity Line of Credit Agreement, with CornellCapital Partners Offshore LP (“Investor”). Pursuant to the Agreement, the Investor has agreed topurchase up to S$10,000,000 of Shares in the Company. The Company will, as and when needed,request an advance from the Investor (“Advance”). The Investor will pay such Advance to theCompany (less applicable fees and commission) and the Company will issue and allot ordinaryshares (“Advance Shares”) to the Investor. The exercise price for these Advance Shares will bethe lowest daily volume weighted average price of the ordinary shares during the relevant pricingperiod which is the five market days after the Advance. The Company intends to use the proceedsas its working capital.

On 10 June, the Company announced that it will partially divest of its indirect shareholding interestin Auston International Group Limited (“Auston”). The Company has approximately 78.2% directshareholding interest in ATG. ATG holds 56,300,000 or approximately 82.8% of the existingissued share capital of Auston. Upon completion of the Proposed Divestment, ATG will hold38,300,000 shares in Auston or 56.3% of the total issued share capital of Auston. The Company’seffective interest in Auston will be reduced to approximately 44%.

On 20 June 2005, the Company announced that it has expanded its electronic customer databasevia the Asia Multi-Media Technology Services Co Ltd (“AMT”) group’s strategic alliance withOriental Cable Network Ltd.

On 23 June 2005, the Company announced that it has on 14 June 2005 issued an Advance Noticefor S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 6,666,666 shares from itsthen controlling shareholder, Sun Media Investment Holdings Limited (“SMIH”), to deliver toCornell.

On 30 June 2005, the Company announced that it has entered into a Sale and PurchaseAgreement with Rodeo Asia Limited (“Purchaser”), for the Company to sell and the Purchaser toacquire 1.25% of the Company’s effective interest, or 4 million shares at US$1 each, in AsiaMulti-Media Technology Services Holdings Limited (“AMMT”). This agreement was subsequentlyterminated in July 2006.

On 8 July 2005, the Company announced that it it has on 27 June 2005 issued an Advance Noticefor S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 6,675,567 shares from itsthen controlling shareholder, SMIH, to deliver to Cornell.

On 18 July, the Company announced that it has on 8 July 2005 issued an Advance Notice forS$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite the settlementof shares under the Advance, the Company shall borrow 7,142,857 shares from its thencontrolling shareholder, SMIH, to deliver to Cornell.

23

On 1 August 2005, the Company announced that it has, together with BVI company Perfect AsiaLtd (“PAL”) signed a five-year deal to co-publish Perfect Magazine in Singapore, Hong Kong andMalaysia.

On 10 August 2005, the Company announced that it has invested in a Hong Kong companyinvolved in the development and application of networking multi-media functional software as wellas businesses relating to electronic publication. Its wholly-owned subsidiary, The Observer StarGlobal Publishing Holdings Ltd (“OSGPH”), signed an agreement along with SMIH, Sun NewMedia Holdings Ltd (“SNMH”), and Mr Chen Hong, his team and/or nominees (“Chen”) to acquireshares in Compass Multi-Media Ltd (“CMML”). OSGPH will pay HK$450 cash to subscribe for 450CMML shares or 15% of CMML issued shares while SMIH holds 4%, SNMH 51%, and Chen 30%.OSGP also agreed to extend a shareholder’s loan of Rmb 4.3 million (about S$873,000) to CMMLfor working capital purposes.

On 12 August 2005, the Company reported better results for the six months ended 30 June 2005.The improved profit was due to higher contributions from its China operations and Other Income.Group net profit 1H05 was up 49% to S$1.53 million, from S$1.02 million in the previouscorresponding period.

On 15 August 2005, the Company entered into a sale and purchase agreement (“Agreement”)with Yu Jian (“Vendor”). Pursuant to the Agreement, the Company will purchase from the Vendor60% of the issued and paid up capital of the Media Agents Ltd (“Media”) for an aggregateconsideration of Rmb45 million or approximately S$9.178 million.

On 19 August 2005, the Company announced that it has on 8 August 2005 issued an AdvanceNotice for S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 4,594,180 shares from itsthen controlling shareholder, SMIH, to deliver to Cornell.

On 14 September 2005, the Company announced that it has on 6 September 2005 issued anAdvance Notice for S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. Toexpedite the settlement of shares under the Advance, the Company shall borrow 6,666,666shares from its then controlling shareholder, SMIH, to deliver to Cornell.

On 19 September 2005, the Company announced that it has entered into a sale and purchaseagreement to divest its publishing assets, namely Wine & Dine, Smart Investor, marketing,distribution and management rights to China Business Post and China Business Post Online andthe Group’s entire interest in Caijing Times Advertising Development Corporation Limited, OptimaMedia International Limited, Shanghai Panpac Culture Distribution Limited And Beijing PanpacAdvertising Ltd to Nextmart Inc (“Nextmart) for a consideration of US$80.0 million to be satisfiedby the allotment and issue of 26,700,000 post-consolidated Nextmart’s shares at an issue priceof US$3.00 per Nextmart share.

On 19 September 2005, the Company announced that it has decided not to proceed with theacquisition of a 15% stake in Compass Multi-Media Limited by its wholly owned subsidiary.

On 30 September 2005, the Company announced that its subsidiary Auston Technology GroupPte Ltd (“ATG”) has pursuant to an open market sale sold 16,600,000 ordinary shares of Austonat S$0.0375 per share. With the sale its subsidiary’s direct interest in Auston decreased from36,600,000 ordinary shares (24.5%) to 20,000,000 ordinary shares (13.4%).

On 11 October 2005, the Company announced that it has utilised the net proceeds of S$291,000from the fourth advance in relation to the equity line of credit agreement with Cornell.

On 4 November 2005, the Company announced that further to the proposed divestment ofpublishing assets as announced on 19 September 2005 the Company has had further discussions

24

and agreements regarding the terms of the proposed divestment including varying the portfolio ofassets which are to be the subject of the proposed divestment and varying the conditionsprecedent to take in to account certain US regulatory requirements, it has entered into a sale andpurchase agreement on 2 November 2005.

On 22 November 2005, the Company announced that further to the proposed divestment ofpublishing assets as announced on 19 September 2005 and 4 November 2005 the Company hashad further discussions and agreements regarding the terms of the proposed divestment includingvarying the portfolio of assets which are to be the subject of the proposed divestment it hasentered into a sale and purchase agreement on 21 November 2005.

On 8 December 2005, the Company announced that Nextmart has on 7 December 2005 enteredinto an agreement with SMIH to acquire 75 million shares in the Company.

On 15 December 2005, the Company announced that it has on 30 November 2005 issued anadvance notice for S$500,000 pursuant to the Equity Line of Credit Agreement with Cornell. Toexpedite the settlement of shares under the Advance, the Company shall borrow 7,012,622shares from its then substantial shareholder, SMIH, to deliver to Cornell.

On 16 December 2005, the Company announced that SMIH has exercised its option to subscribefor 40 million shares at S$0.085 each and proceeds of $3.4 million have been or will be utilisedas working capital for the Group’s operations in China.

On 16 December 2005, the Company announced that it has utilised the net proceeds ofS$485,000 from the fifth advance in relation to the equity line of credit agreement with Cornell.

On 21 December 2005, the Company announced that Mr Chen Xiaotao has resigned as executivedirector and CEO of the Company with effect from 1 January 2006.

On 28 December 2005 the Company announced the change of its financial year end from 31December to 31 March.

On 26 January 2006, the Company announced that it has on 17 January 2006 issued an advancenotice for S$500,000 pursuant to the Equity Line of Credit Agreement with Cornell. To expedite thesettlement of shares under the Advance, the Company shall borrow 7,680,492 shares from itsthen substantial shareholder, SMIH, to deliver to Cornell.

On 6 February 2006, the Company announced that it has utilised the net proceeds of S$485,000from the sixth advance in relation to the equity line of credit agreement with Cornell.

On 21 March 2006, the Company announced that it has on 9 March 2006 issued an advancenotice for S$500,000 pursuant to the Equity Line of Credit Agreement with Cornell. To expedite thesettlement of shares under the Advance, the Company shall borrow 7,692,308 shares from itsthen substantial shareholder, SMIH, to deliver to Cornell.

On 30 March 2006, the Company changed its auditors to First Trust Partnership.

On 31 March 2006, the Company announced that it has utilised the net proceeds of S$485,000from the seventh advance in relation to the equity line of credit agreement with Cornell.

Financial year ended 31 March 2007 (“FY 2007”)

On 21 April 2006, the Company announced that the completion of the divestment of assets andshare swap with Nextmart.

25

On 5 May 2006, the Company announced that it has on 25 April 2006 issued an Advance Noticefor S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 2,666,667 shares from itsthen substantial shareholder, SMIH, to deliver to Cornell.

On 8 May 2006, the Company announced that it has acquired 2,350 shares constituting 2.35% ofthe issued and paid-up share capital of Asia Media Pte Ltd (“AMPL”). Pursuant to the acquisition,the Company holds 76.45% of the issued and paid-up share capital of AMPL.

On 15 May 2006, the Company announced that it had entered into a placement agreement withUOB Kay Hian Private Limited (“UOBKH”) and International Press Holdings Pte Ltd (“IPH”) anda subscription agreement with IPH where UOBKH will procure purchasers on a best endeavourbasis for, an aggregate of up to 30,000,000 existing ordinary shares in the Company owed by IPHat an issue price of $0.07 each.

On 18 May 2006, the Company announced that it has on 8 May 2006 issued an Advance Noticefor S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 7,142,857 shares from itsthen substantial shareholder, SMIH, to deliver to Cornell.

On 29 May 2006, the Group announced its full year financial results for FP 2006. The Groupreported a profit after tax of S$30.7 million as compared to a profit of S$72.2 million for financialyear ended 31 December 2004.

On 2 June 2006, the Company announced that it has utilised the net proceeds of S$679,000 fromthe eighth and ninth advances in relation to the equity line of credit agreement with Cornell.

On 4 July 2006, the Company announced that its 20.5% associate, ANT had through itssubsidiary, AMMT, successfully completed the sale of the rights of use of fibre optic network inperpetuity to Sun 3C Media Plc (“S3C”, formerly known as Sun TV Shop Plc). The Group willreceive 49,068,758 shares of S3C at an admission price of 20p each, GBP 9.8 million (aboutS$28.71 million).

The Company entered into a sale and purchase agreement with Alqueria Industrial Limited dated4 July 2006 for the sale of 3 million S3C shares at 20p each. The agreement had lapsed on 15March 2007 as certain conditions precedent were not met.

On 11 July 2006, the Company announced that its auditors had qualified its audited financialstatements for the financial period ended 31 March 2006.

On 25 July 2006, the Company announced a proposed distribution of dividend by way of adistribution in specie (“Distribution”) on the basis of 6 Nextmart shares for every 1,000 shares heldin the capital of the Company (fractional entitlements to be disregarded).

On 1 September 2006, the Company appointed Mr Yang Guowei as an Executive Director.

On 26 September 2006, the Company announced a proposed a renounceable non-underwrittenrights issue of Nextmart shares at US$0.20 per share to shareholders of the Company (the“Rights Issue”) in place of the Distribution as announced on 25 July 2006. On 11 December 2006,the Company announced that it will not be proceeding with the Rights Issue as (a) the proposedRights Issue would not be in the interests of the shareholders of the Company; (b) the share priceof Nextmart has decreased significantly since the announcement on 26 September 2006; and (c)a profit warning has been issued by Nextmart on 14 November 2006.

On 11 October 2006, the Company announced that it has utilised the net proceeds of S$485,000from the tenth advance in relation to the equity line of credit agreement with Cornell.

26

On 10 November 2006, the Company announced that it has utilised the net proceeds of S$2.05million from placement of 30 million shares.

On 10 November 2006, the Company announced the appointment of Mr Lee Yen San as the ChiefInvestment Officer of the Company. Mr Lee’s responsibilities include formulating and executingthe Company’s business strategies and policies, charting the growth of the Company through thesetting up of the New Media division and also identifying acquisition opportunities around the Asiaregion and overseeing the Company’s investment holdings.

On 10 November 2006, the Company announced that it has on 31 October 2006 issued anAdvance Notice for S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. Toexpedite the settlement of shares under the Advance, the Company shall borrow 8,333,333shares from its then substantial shareholder, SMIH, to deliver to Cornell.

On 14 November 2006, the Company reported results for the six months ended 30 September2006. The Group reported a loss after tax of S$34.98 million as compared to a profit of S$1.5million for prior 6 month period ended 30 June 2005.

On 27 November 2006, the Company announced the resignation of Mr Richard Tan Tew Han asan Independent Director with effect from 24 November 2006.

On 1 December 2006, the Company and OSGPH entered into a sale and purchase agreementwith SMIH to divest 9,184 shares in Wide Angle Press Limited held by OSGPH to SMIH inexchange for 2,152,000 shares representing the entire paid up and issued capital of LifestyleMagazines Publishing Pte Ltd.

In addition, the Company and OSGPH entered into a sale and purchase agreement “CJODivestment Agreement”) with SMIH and S3C for the divestment of the Group’s 100 shares inCaijing Times Advertising Development Corporation Ltd (“Caijing”) and 1 share in Optima MediaInternational Ltd (“Optima”) for an aggregate consideration of 1.6 million SNMD shares and 22million S3C shares. Under the terms of the CJO Divestment Agreement, the Company andOSGPH undertakes to assume the net trade and other payables, net of trade and otherreceivables outstanding as at 31 October 2006 in the books of Caijing, Optima and theirsubsidiaries amounting to US$0.23 million (about S$0.36 million). Consequently, theconsideration paid by S3C will be reduced by 600,000 S3C shares accordingly.

On 4 December 2006, the Company announced that SMIH placed out 86 million shares to certainstrategic directors and Dr Bruno Zheng Wu, Ms Yang Lan and Mr You Susheng resigned asdirectors of the Company.

On 5 December 2006, the Company announced the appointment of Mr Tan Choon Wee as annon-executive director.

On 11 December 2006, the Company announced that its wholly owned subsidiary, G-Mobile PteLtd (“G-Mobile”) entered into a Heads of Agreement with the vendor of Maestro Mind International(“MMI”) to purchase the entire interests in MMI and with a vendor of PT Monstermob Indonesia(“PTMI”) for a grant of an option to purchase 5% interests of PTMI respectively for a considerationof US$6.2 million.

On 4 January 2007, G-Mobile entered into a revised Heads of Agreement with Mr StevenChristian (“Seller 1”) and Eka Wiharto (“Seller 2”). Under the revised Heads of Agreement,G-Mobile will acquire 84.2% of the issued capital of MMI for a purchase consideration of US$4.96million. Seller 1 will grant to G-Mobile a call option to buy from Seller 1, and G-Mobile will grantto Seller 1 a put option to sell to G-Mobile, Seller 1’s remaining 15.8% interest in the issued sharecapital of MMI at a price equivalent to 4 times the net profit after tax of PTMI (as reflected inPTMI’s latest financial audited report at the time of exercise of the option). Seller 2 will grant to

27

G-Mobile a call option to buy from G-Mobile, and G-Mobile shall grant to Seller 2 a put option tosell G-Mobile, a “20 years freely assignable call option” at 4 times the NPAT of PTMI (as reflectedin PTMI’s latest financial audited report at the time of exercise of the option). The “20 years freelyassignable call option” is a call option granted to G-Mobile to purchase Seller 2’s 5% interest inthe issued capital of PTMI for a consideration of US$1.

On 16 February 2007, G-Mobile entered into a Sale and Purchase Agreement with Seller 1 andSeller 2. G-Mobile, Seller 1 and Seller 2 mutually agreed to terminate the Sale and PurchaseAgreement (without liability on the part of any party) with effect from 8 May 2007.

On 19 January 2007, the Company announced the appointment of Mr Tjio Kay Loen as anIndependent Director with effect from 18 January 2007.

On 25 January 2007, the Company announced that it has utilised the net proceeds of S$485,000from the eleventh advance in relation to the equity line of credit agreement with Cornell.

On 30 January 2007, the Company announced that it has on 24 January 2007 issued an AdvanceNotice for S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 4,215,852 shares and4,215,851 shares from its shareholder, Imperial Ink Pte Ltd and Natureland Limited respectively,to deliver to Cornell.

On 16 February 2007, the Company announced that it had entered into a Series A ConvertibleLoan Agreement with Cornell Capital Partners Offshore, LP (“Cornell”) on 16 February 2007 (the“Cornell CLA”). Pursuant to the Cornell CLA, Cornell will on request of the Company, provide theCompany with a convertible loan facility of up to US$3 million (about S$4.6 million) in two tranchesof US$1.5 million each (the “Convertible Loan”). The said convertible loan facility is repayable incash or by way of Sun New Media Inc (“SNMD”) shares held by the Group. Under the Agreement,the Company may only deliver a convertible loan notice for Tranche 2 on or after the first fundingof US$1.5 million and when the Company has repaid all amounts outstanding with respect toTranche 1. The Company will pay a 4% commission to Cornell for both Tranches. The Companyhas the sole discretion to request for Tranche 2 subject to the Company having paid all amountsoutstanding with respect to a convertible loan under Tranche 1.

On 16 February 2007, the Company announced that it entered into a subscription agreement withValue Capital Asset Management Limited (“Value Capital”) pursuant to which the Companyagreed to issue and Value Capital agreed to subscribe, notes of up to S$20,000,000 in principalamount of unsecured S$ notes due 2010 at an issue price of 100% of the principal amount of suchnotes. The notes are convertible into new Shares in the capital of the Company.

On 16 March 2007, the Company announced the resignation of Mr Cyril Pereira as a director ofthe Company.

On 26 March 2007, the Company announced that Nextmart has divested 150 million shares of theCompany to certain strategic investors.

On 29 March 2007, the Company announced that it entered into a Sales and Purchase agreementwith Nextmart to divest 100 shares in OSGPH for a nominal consideration of US$1. Thesubsidiaries of OSGPH namely WAP, Caijing and its subsidiaries, Optima and its subsidiaries andSun China Media (Beijing) Culture Distribution are excluded from the group of companies to bedivested.

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Material changes in the affairs of the group since the end of FY 2007 to the LatestPracticable Date

On 30 April 2007, the Company announced the resignation of Mr Lee Yen San as the ChiefInvestment Officer.

On 16 May 2007, the Company announced to consolidate (the “Proposed Shares Consolidation”)every two issued ordinary shares in the capital of the Company into one ordinary share (the“Consolidated Shares”) and a proposed bonus warrants issue following the successful ProposedShares Consolidation to subscribe for Consolidated Shares at an exercise price of $0.08 each inthe capital of the Company on the basis of one bonus warrants for every two consolidated sharesin the capital of the Company held by shareholders of the Company.

On 18 May 2007, the Company issued a profit warning for its financial results for FY 2007.

On 23 May 2007, the Company announced that it had entered into a Sale and PurchaseAgreement dated 23 May 2007 with Fu Qiang, Lew Foon Keong and Liu Lipeng in connection withthe proposed acquisition of the entire issued share capital of Delta Digital Limited for an aggregateconsideration of US$4.5 million. The acquisition was completed on 13 June 2007.

On 29 May 2007, the Group announced its full year financial results for FY 2007. The Groupreported a loss after tax of S$102.2 million as compared to a loss of S$30.4 million for FP 2006.

On 1 June 2007, the Company announced that it had entered into a conditional sale and purchaseagreement on 30 May 2007 with Mr Lawrence Liaw Shoo Khen, Ms Alina Koh Siang Ling, Mr TanJeck Min and Strategic Worldwide Assets Limited for the proposed acquisition of the entire issuedand paid-up share capital of Sandz Solutions (Singapore) Pte Ltd for an aggregate considerationof S$36 million to be satisfied in cash and shares of the Company.

On 14 June 2007, the Company announced that it completed the acquisition of Delta DigitalLimited.

On 25 June 2007, the Company announced that Value Capital had on 22 June 2007 convertedan aggregate amount of $0.45 million of Tranche 1 Notes into an aggregate number of 8,620,690ordinary shares.

On 2 July 2007, the Company announced the appointment of Mr Francis Xavier as anIndependent Director.

On 4 July 2007, the Company announced that Value Capital had on 26 June 2007 and 3 July 2007converted an aggregate amount of $1.0 million of Tranche 1 Notes into an aggregate number of19,157,088 ordinary shares.

On 6 July 2007, the Company announced that it has on 28 June 2007 issued an Advance Noticefor S$500,000 to Cornell pursuant to the Equity Line of Credit Agreement. To expedite thesettlement of shares under the Advance, the Company shall borrow 2,828,054 shares and2,828,054 shares from its shareholder, Imperial Ink Pte Ltd and Natureland Limited respectively,to deliver to Cornell. The Company also announced that it has utilized the net proceeds of$485,000 from the twelfth advance

On 9 July 2007, the Company announced that Value Capital had on 6 July 2007 and 9 July 2007converted an aggregate amount of $1.0 million of Tranche 1 Notes into an aggregate number of19,157,088 ordinary shares.

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On 11 July 2007, the Company announced that Value Capital had on 10 July 2007 converted anaggregate amount of $2.51 million of Tranche 1 Notes and $0.49 million of Tranche 2 Notes intoan aggregate number of 57,471,264 ordinary shares.

On 25 July 2007, the Company announced that Value Capital had on 24 July 2007 converted anaggregate amount of $3.5 million of Tranche 2 Notes into an aggregate number of 55,555,555ordinary shares.

On 30 July 2007, the Company announced that Value Capital had on 26 July 2007 converted anaggregate amount of $1.0 million of Tranche 2 Notes into an aggregate number of 15,015,015ordinary shares.

On 5 September 2007, the Company announced that it will acquire a further 19.8% interest of theissued share capital of Inovatif Media Asia Sdn Bhd (“IMA”) for a cash consideration of RM2.5million (about S$1.1 million). The Company will hold 100% of IMA upon completion.

On 21 September 2007, the Company announced that following a share consolidation exercise,587,472,816 consolidated shares had been allotted and issued on 14 September 2007.

9d. the equity capital and the loan capital of the relevant entity as at the latest practicable date,showing –

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

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

As at the Latest Practicable Date, the share and loan capital of the Company were as follows:

Issued and Paid-Up Share Capital : S$100,591,773.33 divided into 587,472,816Shares

Loan Capital : Not applicable.

9e. where –

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

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

Information on the Substantial Shareholders and their shareholdings as at the Latest PracticableDate based on the information recorded in the Register of Substantial Shareholders maintainedby the Company pursuant to section 81 of the Act are as follows:

CurrentNo. of Shares %

Substantial Shareholders and Directors

Ricky Ang Gee Hing 6,106,617 1.04%

Tan Choon Wee 2,500,000 0.43%

International Press Holdings Pte Ltd 38,481,294 6.55%

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CurrentNo. of Shares %

Substantial Shareholders and Directors

Fontana Investments Pte Ltd 14,098,647 2.40%

Lexicon Capital Holdings Limited 12,500,000 2.12%

Public Shareholders 513,786,258 87.46%

Total number of Shares 587,472,816 100.00%

9f. any legal or arbitration proceedings, including those which are pending or known to becontemplated, which may have, or which have had in the 12 months immediately precedingthe date of lodgement of the offer information statement, a material effect on the financialposition or profitability of the relevant entity or, where the relevant entity is a holdingcompany or holding entity of a group, of the group;

Save as disclosed below, as at the Latest Practicable Date, the Directors are not aware of anylegal or arbitration proceedings to which the Company or any of its subsidiaries is a party or whichis pending or contemplated, which, in the opinion of the Directors, may have or have had in thelast 12 months before the date of lodgment of this Offer Information Statement, a material effecton the financial position or the profitability of the Group.

9g. 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; and

During FY2006, the Company issued 56,574,560 ordinary shares as follows:

(a) 26,574,560 ordinary shares ranging from $0.0593 per share to $0.075 per share pursuant tothe Equity Line of Credit Agreement with Cornell Capital Partners Offshore, LP1; and

(b) 30,000,000 ordinary shares at $0.07 pursuant to a subscription agreement with UOB KayHian Private Limited and International Press Holdings Pte Ltd.

Notes1 During the previous financial period, the Company entered into an Equity Line of Credit Agreement dated 2 June 2005

(the “Agreement”) with Cornell Capital Partners Offshore LP (“Cornell”), whereby Cornell agreed to subscribe for newordinary shares of up to S$10,000,000 in the capital of the Company. Cornell will pay such Advance to the Company(less applicable fees and commission) and the Company will pursuant to the terms of the Agreement issue and allotordinary shares (“Advance Shares”) to Cornell.

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9h. a summary of each material contract, other than a contract entered into in the ordinarycourse of business, to which the relevant entity or, if the relevant entity is the holdingcompany or holding entity of a group, any member of the group is a party, for the periodof 2 years immediately preceding the date of lodgement of the offer information statement,including the parties to the contract, the date and general nature of the contract, and theamount of any consideration passing to or from the relevant entity or any other member ofthe group, as the case may be.

Save as disclosed below, neither the Company nor any of its subsidiaries have entered into anymaterial contracts (not being contracts entered into in the ordinary course of business) during the2 years preceding the Latest Practicable Date:

(a) On 10 August 2005, the Company announced that its wholly owned subsidiary, TheObserver Star Global Publishing Holdings Limited (“OSGPH”) has entered into anagreement (the “Agreement”) with SMIH, Sun New Media Holdings Limited and Mr ChenHong and his team and/or its nominees in relation to the acquisition of new shares in thecapital of Compass Multi-Media Limited (“CMML”). Pursuant to the Agreement, OSGPH willsubscribe for 450 shares in CMML (15% stake) for a cash consideration of HK$450 andOSGPH will extend a shareholder’s loan of RMB4.3 million to CMML for working capitalpurposes. On 19 September 2005, the Company announced that it has decided not toproceed with the acquisition of a 15% stake in CMML by OSGPH and thus will not completethe acquisition.

(b) The Company entered into a sale and purchase agreement to acquire a 60% stake in MediaAgents Limited from Yu Jian for a consideration of RMB 45 million (approximately S$9.178million) on 15 August 2005.

(c) On 19 September 2005, the Company entered into a sale and purchase agreement (the“Divestment Agreement”) to divest its publishing assets, namely Wine & Dine (Singaporeand Shanghai editions), Smart Investor (Singapore edition), marketing, distribution andmanagement rights to China Business Post and China Business Post Online and theGroup’s entire interest in Caijing Times Advertising Development Corporation Limited,Optima Media International Limited, Shanghai Panpac Culture Distribution Limited andBeijing Panpac Advertising Ltd to Nextmart Inc (“Nextmart”, formerly known as Sun NewMedia Inc), for a consideration of US$80 million to be satisfied by the allotment and issue of26.7 million post-consolidated Nextmart’s shares at the price of US$3.00 per Nextmartshare.

On 2 November 2005, the Company and Nextmart entered into a latest sale and purchaseagreement, to divest certain assets and employees used in connection with the productionand publication of certain titles, namely Wine & Dine (Singapore and Shanghai editions),China Business Post (Online edition) and 20 year advertising right for China Business Post(Print edition). The Group also divested its entire interest in Wide Angle Press Limited,Golden Horse Management Limited, The Observer Star Group Holdings Limited, TheObserver Star Publishing Global Limited, Star Newspapers Limited, United BusinessNewspapers Limited, The Observer Star (PRC) Limited, Intercontinental Advertising Limitedand Sun Global Marketing Network Ltd (being a company to be incorporated in the CaymanIslands by the Company prior to completion). The consideration remained at US$80 millionto be satisfied by the allotment and issue of up to 26.7 million Nextmart shares at an issueprice of US$3.00 per Nextmart share.

On 21 November 2005, the Company entered into a latest sales and purchase agreementwith Nextmart for the divestment of 2 properties in Beijing, 53 million shares in Asia PremiumTelevision Group, Inc and an exclusive perpetual online publishing right for Wine & Dine,Smart Investor, Wide Angle, Observer Star and China Business Post to Nextmart for a

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consideration of US$52,347,060.50 to be satisfied by the allotment and issue of 14,956,303Nextmart shares at an issue price of US$3.50 per Nextmart share.

(d) The Company entered into a Shares Swap Agreement with Nextmart on 21 November 2005.The Company will allot and issue 150 million shares at S$0.20 each to Nextmart for aconsideration of S$30 million to be satisfied by the allotment and issue of 5,042,017Nextmart shares at an issue price of US$3.50 per Nextmart share.

(e) On 15 May 2006, the Company entered into a placement agreement with UOB Kay Hian PteLtd, the placement agreement, and International Press Holdings Pte Ltd, the Share Lender,and a subscription agreement with the Share Lender for the proposed placement of up to 30million existing ordinary shares in the Capital of the Company owned by the Share Lenderat an issue price of S$0.07 per share. The Company will allot and issue to the Share Lender30 million new ordinary shares (the “Subscription Shares”) at the same price of S$0.07 perSubscription Share. The obligations of the Company and the Share Lender are conditionalon, inter alia, completion of the placement agreement and receipt of the in-principle approvalof the Singapore Exchange Securities Trading Limited for the listing and quotation of theSubscription Shares.

(f) On 4 July 2006, the Company announced that its 20.5% associate, Asia NetworkTechnologies Limited, had through its subsidiary, Asia Multimedia Technologies Limited,successfully completed the sale of the rights of use of fibre optic network in perpetuity to Sun3C Media Plc (“S3C”, formerly known as Sun TV Shop Plc). The Group will receive49,068,758 shares of S3C at an admission price of 20p each, GBP 9.8 million (aboutS$28.71 million).

(g) The Company entered into a sale and purchase agreement with Alqueria Industrial Limiteddated 4 July 2006 for the sale of 3 million S3C shares at 20p each. The agreement will lapseon 15 March 2007 if certain conditions precedent are not met.

(h) On 1 December 2006, the Company and OSGPH entered into a sale and purchaseagreement with SMIH to divest 9,184 shares in Wide Angle Press Limited (“WAP”) held byOSGPH to SMIH in exchange for 2,152,000 shares representing the entire paid up andissued capital of Lifestyle Magazines Publishing Pte Ltd.

In addition, SBN and OSGPH entered into a sale and purchase agreement “CJO DivestmentAgreement”) with SMIH and S3C for the divestment of the Group’s 100 shares in CaijingTimes Advertising Development Corporation Ltd (“Caijing”) and 1 share in Optima MediaInternational Ltd (“Optima”) for an aggregate consideration of 1.6 million Nextmart sharesand 22 million S3C shares. Under the terms of the CJO Divestment Agreement, theCompany and OSGPH undertakes to assume the net trade and other payables, net of tradeand other receivables outstanding as at 31 October 2006 in the books of Caijing, Optima andtheir subsidiaries amounting to US$0.23 million (about S$0.36 million). Consequently, theconsideration paid by S3C will be reduced by 600,000 S3C shares accordingly.

(i) On 11 December 2006, the Company announced that its wholly owned subsidiary, G-MobilePte Ltd (“G-Mobile”) entered into a Heads of Agreement with the vendor of Maestro MindInternational (“MMI”) to purchase the entire interests in MMI and with a vendor of PTMonstermob Indonesia (“PTMI”) for a grant of an option to purchase 5% interests of PTMIrespectively for a consideration of US$6.2 million.

On 4 January 2007, G-Mobile entered into a revised Heads of Agreement with Mr StevenChristian (“Seller 1”) and Eka Wiharto (“Seller 2”). Under the revised Heads of Agreement,G-Mobile will acquire 84.2% of the issued capital of MMI for a purchase consideration ofUS$4.96 million. Seller 1 will grant to G-Mobile a call option to buy from Seller 1, andG-Mobile will grant to Seller 1 a put option to sell to G-Mobile, Seller 1’s remaining 15.8%interest in the issued share capital of MMI at a price equivalent to 4 times the net profit aftertax of PTMI (as reflected in PTMI’s latest financial audited report at the time of exercise ofthe option). Seller 2 will grant to G-Mobile a call option to buy from G-Mobile, and G-Mobile

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shall grant to Seller 2 a put option to sell G-Mobile, a “20 years freely assignable call option”at 4 times the NPAT of PTMI (as reflected in PTMI’s latest financial audited report at the timeof exercise of the option). The “20 years freely assignable call option” is a call option grantedto G-Mobile to purchase Seller 2’s 5% interest in the issued capital of PTMI for aconsideration of US$1.

On 16 February 2007, G-Mobile and the Sellers entered into a Sales and PurchaseAgreement which was mutually terminated with effect from 8 May 2007.

(j) The Company entered into a Series A Convertible Loan Agreement with Cornell CapitalPartners Offshore, LP (“Cornell”) on 16 February 2007 (the “Cornell CLA”).

Pursuant to the Cornell CLA, Cornell will on request of the Company, provide the Companywith a convertible loan facility of up to US$3 million (about S$4.6 million) in two tranches ofUS$1.5 million each (the “Convertible Loan”). The said convertible loan facility is repayablein cash or by way of Sun New Media Inc (“SNMD”) shares held by the Group. Under theAgreement, the Company may only deliver a convertible loan notice for Tranche 2 on or afterthe first funding of US$1.5 million and when the Company has repaid all amountsoutstanding with respect to Tranche 1. The Company will pay a 4% commission to Cornellfor both Tranches. The Company has the sole discretion to request for Tranche 2 subject tothe Company having paid all amounts outstanding with respect to a convertible loan underTranche 1.

(k) On 16 February 2007, the Company entered into a subscription agreement with ValueCapital Asset Management Limited (“Value Capital”) pursuant to which the Company agreedto issue and Value Capital agreed to subscribe, notes of up to S$20,000,000 in principalamount of unsecured S$ notes due 2010 at an issue price of 100% of the principal amountof such notes. The notes are convertible into new Shares in the capital of the Company.

(l) On 29 March 2007, the Company entered into a Sales and Purchase agreement withNextmart to divest 100 shares in OSGPH for a nominal consideration of US$1. Thesubsidiaries of OSGPH namely WAP, Caijing and its subsidiaries, Optima and itssubsidiaries and Sun China Media (Beijing) Culture Distribution are excluded from the groupof companies to be divested.

(m) On 23 May 2007, the Company entered into a Sales and Purchase Agreement with FuQiang, Lew Foon Keong and Liu Lipeng (the “DDG Vendors”) to acquire the entire issuedand paid-up capital in Delta Digital Limited (“DDG”) for an aggregate consideration ofUS$4.5 million to be satisfied in cash and new shares of the Company (the “DDGAgreement”). Under the terms of the DDG Agreement, the DDG Vendors provided anEBITDA guarantee of US$1.5 million for Beijing Shi Tong Tian Xia Information TechnologyCo., Ltd (“STTX”). Upon completion, DDG will provide a US$1 million working capital loanto STTX.

(n) On 30 May 2007, the Company entered into a Sale and Purchase Agreement with LawrenceLiaw Shoo Khen, Alina Koh Siang Ling, Tan Jeck Min and Strategic Worldwide AssetsLimited (the “Sandz Vendors”) to acquire the entire issued and paid-up capital of SandzSolutions (Singapore) Pte Ltd (“Sandz”) for an aggregate consideration of S$36 million to besatisfied in cash and new shares of the Company (the “Sandz Agreement”) Under the termsof the Sandz Agreement, the Sandz Vendors provided a profit guarantee of S$4 million forSandz for the financial years commencing 1 April 2007 and 1 April 2008 respectively.

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PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results

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.

AUDITED INCOME STATEMENTS OF THE GROUP FOR FY2004, FP2006 AND FY2007

< Audited >

S$’000 FY2004 FP2006 FY2007

Revenue 14,700 4,481 3,445

Other operating income 92,198 44,679 5,581

Direct costs (6,439) (2,498) (1,735)

Personnel expenses (7,425) (3,011) (2,606)

Amortisation and depreciation (493) (116) (70)

Other operating expenses (18,045) (65,343) (23,247)

Loss in financial assets at fair value through profit orloss — — (67,083)

Profit/(Loss) from Operations 74,496 (21,808) (85,715)

Share of profit/(loss) of associates 140 (17) —

Finance expenses — net (145) (185) (123)

Profit/(Loss) Before Tax 74,491 (22,010) (85,838)

Tax (10) 47 (8)

Net Profit/(Loss) from continuing operations 74,481 (21,963) (85,846)

Net loss from discontinued operations (2,908) (7,664) (16,504)

Total Profit/(Loss) after taxation 71,573 (29,627) (102,350)

Attributable to:

Minority Interests (618) 804 (106)

Shareholders of the company 72,191 (30,431) (102,244)

Basic Earnings/(Loss) per Share (cents) 15.82 (4.06) (10.53)

Adjusted Earnings per Share(1) (cents) 0.97 (0.41) (1.37)

Notes:–

(1) Adjusted Earnings per Share assuming all the warrants are exercised

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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 thefollowing items:

(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.

Noted in (1) above.

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 orinfrequent event or new development, which materially affected profit or loss beforetax of the relevant entity or, if it is the holding company or holding entity of a group,of the group, and indicate the extent to which such profit or loss before tax of therelevant entity or the group, as the case may be, was so affected. Describe any othersignificant component of revenue or expenditure necessary to understand the profitor loss before tax for each of these financial periods.

Performance review for FP2006 VS. FY2004

Revenue decreased by 69.5% from S$14.7 million in FY 2004 to S$4.5 million in FP 2006. Thiswas due to an amount of S$9.6 million related to the Greater China operations that werereclassified to discontinued operations in FP 2006. Including the revenue for discontinuedoperations, revenue for FP 2006 would be S$14.1 million, a decrease of 4.1% as compared to FY2004.

Direct costs decreased by 61.2% from S$6.4 million in FY 2004 to S$2.5 million in FP 2006.Similarly, S$5.0 million costs related to the Greater China operations were classified todiscontinued operations. The costs for FP 2006 would have increased by 17.2% to $7.5 million.

Other operating income decreased by 51.5% from S$92.2 million in FY 2004 to S$44.7 millionin FP 2006. Other operating income in FY 2004 comprise mainly of the negative goodwill arisingfrom the acquisition of an associate of S$83.5 million and gain on disposal of subsidiariesamounting to S$6.6 million. Other operating income in FP 2006 comprise mainly of the gainarising from the transactions with Nextmart Inc amounting to $44.0 million.

Other operating expenses increased by 262.1% from S$18.0 milllion in FY 2004 to S$65.3million in FP 2006. This was largely due to an allowance for impairment of associate of S$61.1million and allowance for impairment of goodwill of S$1.9 million in FP 2006.

Performance review for FY 2007 VS. FP 2006

Revenue decreased by 23.1% from S$4.5 million in FP 2006 to S$3.4 million in FY 2007. Thiswas due to the 15 month period in FP 2006. Revenue remain relatively constant comparing FY2007 and annualized FP 2006 figures.

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Direct costs decreased by 30.5% from S$2.5 million in FP 2006 to S$1.7 million in FY 2007mainly due to the Group’s continuing efforts to reduce costs.

Other operating income decreased by 87.5% from S$ 44.7 million in FP 2006 to S$5.6 millionin FY 2007. This was largely due to the gain recoginised from the transactions with Nextmart asmentioned in the performance review for FP 2006 vs. FY 2004.

Other operating expenses decreased by 64.4% from S$ 65.3 milllion in FP 2006 to S$23.2million in FY 2007 for reasons as stated in the performance review for FP 2006 vs. FY 2004.

Financial Position

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 auditedor interim balance sheet of the relevant entity or the group, as the case may be, and shallin addition include the following items:

(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.

< Audited >

S$’000 FY 2004 FP 2006 FY2007

Equity attributable to shareholders of the Company

Share capital 31,903 88,336 92,071

Share premium 16,723 — —

Revenue reserves/(accumulated losses) 63,215 32,784 (69,460)

Translation reserves 1,637 1,539 2,488

113,478 122,659 25,099

Minority interests 367 884 778

TOTAL EQUITY 113,845 123,543 25,877

Property, plant and equipment 4,715 1,320 134

Intangible assets 12,643 11,423 856

Goodwill 9,853 4,456 102

Associates 89,859 28,715 998

Other receivables 237 — —

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< Audited >

S$’000 FY 2004 FP 2006 FY2007

Current assets

Work-in-progress, at cost 147 146 127

Trade and other receivables 11,834 16,588 5,050

Financial assets at fair value through profit o loss 1,645 78,230 24,277

Cash and cash equivalents 4,400 1,028 5,093

18,026 95,992 34,547

Disposal group assets classified as held for sale — — 1,584

18,026 95,992 36,131

TOTAL ASSETS 135,333 141,906 38,221

Current liabilities

Trade and other payables 18,207 15,062 3,466

Borrowings 2,364 2,636 4,862

Provision for taxation 34 67 —

20,605 17,765 8,328

Liabilities directly associated with disposal groupclassified as held for sale — — 3,586

20,605 17,765 11,914

Non-current liabilities

Borrowings 22 — 168

Deferred taxation 861 598 262

TOTAL LIABILITIES 21,488 18,363 12,344

NET ASSETS 113,845 123,543 25,877

FP 2006 compared to FY2004

Balance Sheet

Current assets for the Group rose to S$96.0 million from S$18.0 million due to the marketablesecurities received from the transactions with Nextmart Inc. The higher trade and otherreceivables was a result of the sale of non-recurring licensing contents for about S$5.0 million inFP 2006. The non-recurring contents sale was paid in the form of Nextmart shares during FY2007.

Borrowings increased 11.5% from S$2.4 million to S$2.6 million principally due to higheroverdraft balances as at end FP 2006.

Total current liabilities of FP 2006 decreased to S$17.8 million from S$20.6 million due to thelower trade and other payables offset by an increase in borrowings and increase in provision fortaxation.

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FY 2007 compared to FP 2006

Balance Sheet

Current assets for the Group dropped 62.3% from S$96.0 million in FP 2006 to S$36.1 millionin FY 2007 principally due to a write-down in the value of marketable securities amounting to$67.1 million. The lower trade and other receivables balance was a result of the repayment of thenon-recurring contents sale in the form of Nextmart shares.

Borrowings increased 84.4% from S$2.6 million to S$4.9 million principally due to anexchangeable loan entered into by the Company during FY 2007.

Total current liabilities of FY2006 decreased to S$11.9 million from S$17.8 million due to thelower trade and other payables offset by an increase in borrowings.

Liquidity and Capital Resources

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.

GroupFP 2006 FY 2007

Cash flows from operating activitiesLoss before taxation and minority interests

Continuing operations (22,010) (85,838)Discontinued operatoins (7,664) (16,497)

(29,674) (102,335)Adjustments for:

Share of loss of associates 17 —Depreciation of property, plant and equipment 989 358(Gain)/loss on disposal of property, plant and equipment (7) 1Gain on disposal of subsidiaries (1,304) —Gain on disposal of properties (127) —(Gain)/loss on disposal of subsidiaries (2,707) 13,043Loss on financial assets at fair value through profit or loss — 67,083Sale of contents right and licensing fees (41,308) (5,130)Amortisation of intangible assets 710 510Property, plant and equipment written off 233 129Allowance for impairment of other receivables — 2,950Allowance for impairment of intangible assets 659 9,069Allowance for impairment of associates 61,127 —Allowance for impairment of goodwill 1,911 4,354Interest expense 195 123

Operating cashflow before working capital charges (9,286) (9,845)Work-in progress 1 18Trade and other receivables (4,952) 12,095Trade and other payables (707) (5,628)

Cash used in operations (14,944) (3,360)Interest paid (195) (123)Income taxes paid (183) (348)

Net cash used in operating activities (15,322) (3,831)

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GroupFP 2006 FY 2007

Cash flows from investing activitiesProceeds from disposal of subsidiaries, net of cash disposed 2,907 —Proceeds from sale of financial assets — 3,318Proceeds from sale of property, plant and equipment 32 2Purchase of financial assets at fair value through profit and loss — (99)Purchase of property, plant and equipment (758) (68)Increase in investment in subsidiaries (770) —Capitalization of intangible assets (1) —

Net cash from investing activities 1,410 3,153

Cash flows from financing activitiesProceeds from issue of new shares 7,200 3,800Proceeds from issue of unsecured convertible notes 3,000 —Proceeds from loan — 2,268(Repayment)/proceeds of hire purchase/finance lease liabilities (44) 259Proceeds/(repayment) from bank term loans 4 (5)Proceeds from loan from related party 1,013 —Payment of expenses on issuance of new shares (489) (65)

Net cash from financing activities 10,684 6,257

Net effect of exchange rate changes in consolidating subsidiaries (434) (1,127)

Net (decrease)/increase in cash and cash equivalents (3,662) 4,452Cash and cash equivalents at beginning of the financial period/year 3,691 29

Cash and cash equivalents at end of the financial period/year 29 4,481

FY 2007 compared to FP 2006

Cashflows utilized in operating activities reduced by 75% to S$3.8 million as compared to S$15.3million in FP 2006.

Net cash inflow from investing activities increased by 55.2% to S$3.2 million mainly due to theproceeds from the sale of marketable securities. Net cash inflow from financing activities reducedby 41.4% to S$6.3 million.

The cash and cash equivalents held increased by S$4.45 million to approximately S$4.48 million.

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,if it 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.

The Directors confirm that, in their reasonable opinion, after taking into account the Group’sinternal resources, operating cashflow and present banking facilities, the working capital availableto the Group is sufficient to meet the Group’s present requirements.

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;

40

(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 knowledge of the Directors at the Latest Practicable Date, the Directors are not awareof any breach by any entity in the Group of any terms and conditions or covenants associated withany credit arrangement or bank loan, which could materially affect the Group’s financial positionand results or business operations, or the investments by holders of securities in the Group.

Trend Information and Profit Forecast or Profit Estimate

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, liquidityor capital 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.

RISKS FACTORS

To the best of the Directors’ knowledge and belief, all the risk factors that are material to theprospective investors in making an informed judgment on the Group (save for those which havealready been disclosed to the general public) are set out below.

The risks described below are not intended to be exhaustive. There may be additional risks notpresently known to the Company, or that the Company may currently deem immaterial, whichcould affect its operations. The business, results of operations, financial condition and prospectsof the Group could be materially and adversely affected in the event that any of these risksmaterialises. In any such case, the market price of the Shares, and/or the New Shares coulddecline and you may lose all or part of your investment in the Shares and the New Shares.

RISKS RELATING TO THE COMPANY

1. Our operating results may fluctuate, which makes our results difficult to predict andcould cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which areoutside of our control. The following risk factors could cause our operating results tofluctuate from quarter to quarter:

• delay or non-completion of the Sandz Acquisition;

• general economic conditions in China ;

• the announcement or introduction of new or enhanced products and services by us orour competitors;

• the amount and timing of operating costs and capital expenditures related to themaintenance of our businesses, operations and infrastructure;

• the results of our acquisitions of, or investments in, other businesses or assets; and

41

• geopolitical events or natural disasters such as war, threat of war, Severe AcuteRespiratory Syndrome, or SARS, or other epidemics.

2. Delay or non-completion of the Sandz Acquisition may affect our operating results

Our Company had on 1 June 2007, announced that we had entered into a Sale andPurchaser Agreement with Mr. Lawrence Shoo Khen, Ms Koh Siang Ling Alina, Mr Tan JeckMin and Strategic Worldwide Assets Limited (the “Vendors”) to acquire the entire issued andpaid up share capital of Sandz Solutions (Singapore) Pte Ltd. (“Sandz”), a Pan-Asianregional enterprise business solutions group, for S$36 million (“Sandz Acquisition”). Thetotal consideration of S$36 million is to be satisfied through cash and the issue of newordinary shares in our Company.

A Circular dated 12 September 2007 has been despatched to the Shareholders of ourCompany and the Shareholders had approved the Sandz Acquisition at an extraordinarygeneral meeting held on 27 September 2007.

There is no assurance that completion will be on time. Should the Sandz Acquisition bedelayed or fail to complete, this may adversely affect our operating results.

3. PRC laws and regulations governing our businesses and the validity of certain of ourcontractual arrangements are uncertain. If we are found to be in violation, we could besubject to sanctions. In addition, changes in such PRC laws and regulations maymaterially and adversely affect our business.

There are substantial uncertainties regarding the interpretation and application of PRC lawsand regulations, including, but not limited to, the laws and regulations governing our PRCoperations, or the enforcement and performance of our contractual arrangements withcertain of our affiliated Chinese entities. We are considered foreign persons or foreigninvested enterprises under PRC law. As a result, we are subject to PRC law limitations onforeign ownership of media and advertising companies. These laws and regulations arerelatively new and may be subject to change, and their official interpretation andenforcement may involve substantial uncertainty. The effectiveness of newly enacted laws,regulations or amendments may be delayed, resulting in detrimental reliance by foreigninvestors. New laws and regulations that affect existing and proposed future businessesmay also be applied retroactively.

The PRC government has broad discretion in dealing with violations of laws and regulations,including levying fines, revoking business and other licenses and requiring actionsnecessary for compliance. In particular, licenses and permits issued or granted to us byrelevant governmental bodies may be revoked at a later time by higher regulatory bodies.We cannot predict the effect of the interpretation of existing or new PRC laws or regulationson our businesses.

Save as disclosed in the Company’s annual report for FY 2007, the public announcements madeby the Company, and this Offer Information Statement, the Directors are not aware of any knowntrends, uncertainties, demands, commitments or events of the current financial year, being FY2008, that 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 the OfferInformation Statement to be not necessarily indicative of the future operating results or financialcondition of the current financial year. In respect of the performance of the Group for the currentfinancial year and save as disclosed, the Directors are not aware of any factor relating to thebusiness and financial prospects of the Group and/or trends that will have a material effect on thefinancial condition and operating results.

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Trend information

Following the successful divestment of the Group’s Greater China publishing operations andrationalization of its investments portfolio, the Group will now focus on consolidating andexpanding our activities in Singapore, Malaysia and China. Further, the Company intends todiversify its revenue and earnings stream to include other media platforms such as mobile,internet and other related businesses. With the completion of the Sandz Acquisition, the Companywill diversify into the enterprise solutions industry, in particular, “Enterprise InfrastructureSolutions” (“EIS”) and “Business Performance Management” (“BFM”). EIS refers to enterprisestorage and high performance computing/servers solutions while BPM refers to businessintelligence, planning, budgeting, consolidation and enterprise resource planning (“ERP”)solutions.

The Group intends to continue taking steps to optimize the value of our investments, strengthenits balance sheet and to focus on returning the Group to profitability in the current financial year.

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.

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.

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.

Not applicable.

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 statement by the issue manager to the offer, or any other person whose profession orreputation gives authority to the statement made by him, that the profit forecast has beenstated by the directors or equivalent persons of the relevant entity after due and carefulenquiry and consideration; or

43

a statement by an auditor of the relevant entity, prepared on the basis of his examinationof the evidence supporting the assumptions referred to in paragraph 11 of this Part and inaccordance with the Singapore Standards on Auditing or such other auditing standards asmay be approved in any particular case by the Authority, to the effect that no matter hascome to his attention which gives him reason to believe that the assumptions do notprovide reasonable grounds for the profit forecast.

Not applicable.

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, prepared on the basis ofhis examination of the evidence supporting the assumptions referred to in paragraph11 of this Part, to the effect that no matter has come to his attention which gives himreason to believe that the assumptions do not provide reasonable grounds for theprofit forecast; 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.

Not applicable.

Significant Changes

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.

Save as disclosed in this Offer Information Statement, the Directors are not aware of any eventwhich has occurred since 31 March 2007 up to the Latest Practicable Date which may have amaterial effect on the financial position and results of the Group provided in its audited financialstatements for the full year ended 31 March 2007 published by the Company on 11 July 2007.

44

PART VI: THE OFFER AND LISTING

Offer and Listing Details

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 offer price atthe date of lodgment of the offer information statement, the method by which the offer price is tobe determined must be explained.

Issue price : Free

2. If there is no established market for the securities being offered, provide information regarding themanner of determining the offer price, the exercise price or conversion price, if any, including theperson who establishes the price or is responsible for the determination of the price, the variousfactors considered in such determination and the parameters or elements used as a basis fordetermining the price.

Not applicable.

3. If –

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

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

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

None of the subscribers has pre-emptive rights to subscribe for the Bonus Warrant shares.

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

(a) in a case where the first-mentioned securities have been listed for quotation on the securitiesexchange for at least 12 months immediately preceding the latest practicable date, disclosethe highest and lowest market prices of the first-mentioned securities –

for each of the 12 calendar months immediately preceding the calendar month in which the latestpracticable date falls; and

for the period from the beginning of the calendar month in which the latest practicable date fallsto the latest practicable date; or

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

for each calendar month immediately preceding the calendar month in which the latest practicabledate falls; and

for the period from the beginning of the calendar month in which the latest practicable date fallsto the latest practicable date;

45

(c) disclose any significant trading suspension that has occurred on the securities exchangeduring the 3 years immediately preceding the latest practicable date or, if the securities havebeen listed for quotation for less than 3 years, during the period from the date on which thesecurities were first listed to the latest practicable date; and

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

(a) The price range and volume of the Shares traded on the SGX-ST over the last 12 monthsimmediately preceding the Latest Practicable Date are as follows:

MonthPrice range in S$ Volume Traded

per Month(3)High Price(1) Low Price(2)

September 2006 0.070 0.060 36,558,000

October 2006 0.070 0.055 49,049,000

November 2006 0.070 0.040 109,088,000

December 2006 0.060 0.045 62,408,000

January 2007 0.065 0.050 139,144,000

February 2007 0.065 0.050 42,505,000

March 2007 0.060 0.050 25,679,000

April 2007 0.070 0.050 124,045,000

May 2007 0.065 0.055 68,413,000

June 2007 0.110 0.060 699,325,000

July 2007 0.115 0.075 1,501,984,000

August 2007 0.075 0.045 402,350,000

1 September to the Latest PracticableDate

0.105 0.045 164,762,000

Source: Bloomberg

(1) High Price was based on the highest closing price in a particular month.

(2) Low Price was based on the lowest closing price in a particular month.

(3) Volume was based on the total volume of Shares traded in a particular month.

(b) Not applicable.

(c) There has been no trading suspension of the Shares on the SGX-ST during the 3 yearsimmediately preceding the Latest Practicable Date save for the purposes of releasing materialannouncements.

(d) Please refer to 4 (a) above of this part.

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

(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.

Not applicable.

46

Plan of Distribution

6. Indicate the amount, and outline briefly the plan of distribution, of the securities that areto be offered otherwise than through underwriters. If the securities are to be offeredthrough the selling efforts of any broker or dealer, describe the plan of distribution and theterms of any agreement or understanding with such entities. If known, identify each brokeror dealer that will participate in the offer and state the amount to be offered through eachbroker or dealer.

Not applicable.

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

Not applicable.

47

PART VII: ADDITIONAL INFORMATION

Statements by Experts

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.

Not applicable.

3. 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.

Not applicable.

Consents from Issue Managers and Underwriters

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.

Omega Capital Limited, as the Manager, has given and has not withdrawn its consent to beingnamed in this Offer Information Statement and references to its name in the form and context inwhich it appears in this Offer Information Statement and to act in such capacity in relation to theOffer Information Statement.

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Other Matters

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.

Save as disclosed elsewhere in this Offer Information Statement, the Directors are not aware ofany other matters which could materially affect, directly or indirectly, the Company as statedabove.

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PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES ORUNITS OF DEBENTURES

Not applicable.

PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES

Not applicable.

PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BYWAY OF RIGHTS ISSUE

Not applicable.

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The Directors collectively and individually accept responsibility for the accuracy of the information givenin this Offer Information Statement and confirm, having made all reasonable enquiries, that to the bestof their knowledge and belief, the facts stated and opinions expressed in this Offer InformationStatement are fair and accurate in all material respects as at the date of this Offer InformationStatement and there are no material facts the omission of which would make any statement in this OfferInformation Statement misleading in any material respect. Where information has been extracted orreproduced from published or otherwise publicly available sources, the sole responsibility of theDirectors has been to ensure through reasonable enquiries that such information is accuratelyextracted from such sources or, as the case may be, reflected or reproduced in this Offer InformationStatement.

Dated this 1st day of October 2007

The foregoing constitutes full and true disclosure of all material facts relating to the Bonus Warrantsoffered by this Offer Information Statement.

The Directors ofTHE LEXICON GROUP LTD.

DIRECTORS SIGNATURES

Low Song Take(Honorary Chairman)

Ricky Ang Gee Hing(Executive Vice-Chairman and MD]

Tan Choon Wee(Executive Director)

Kevin Low Ka Choon(Non-Executive director)

Jeffrey Tan Boon Khiong(Independent Director)

Tjio Kay Loen(Independent Director)

Francis Xavier(Independent Director)

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APPENDIX I: TERMS AND CONDITIONS OF THE BONUS WARRANTS

The warrants (the “Warrants”) to subscribe for new ordinary shares of S$0.08 each (the “New Shares”)in the capital of The Lexicon Group Limited (the “Company”) are issued subject to and with the benefitof an instrument (the “Instrument”) dated the 1st day of October 2007 made by the Company. The issueof the Warrants was authorised by resolutions of the shareholders of the Company passed on the 7thday of September 2007 and by resolutions of the Board of Directors of the Company passed on the 8thday of May 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 Instrument. Copies of theInstrument are available for inspection at the specified office of the Warrant agent referred to inCondition 4(g) (the ‘Warrant Agent”) and the holders of the Warrants (the “Warrant Holders”) are entitledto the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Instrument.

1. Definitions

For the purposes of these Conditions and subject as otherwise provided herein:

“Act” means the Companies Act, Chapter 50 of Singapore, as amended from time to time;

“Approved Bank” means any bank or merchant bank in Singapore of international repute andselected 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 requested of them pursuant to the provisions of the Instrument or the Conditions, suchother auditors as may be nominated by the Company;

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

“CPF” means the Central Provident Fund;

“CPF Act” means the Central Provident Fund Act, Chapter 36 of Singapore, as the same may bemodified, amended or supplemented from time to time;

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

“CPF Board” means the Board of the CPF established pursuant to the CPF Act;

“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 arisingfrom the exercise of each Warrant;

“CPF Regulations” means the Central Provident Fund (Investment Schemes) Regulations 1993,as the same may be modified, amended or supplemented from time to time;

“Depositor”, “Depository” and “Depository Agents” shall have the respective meanings ascribed tothem in Section 130A of the Act;

“Directors” means the directors of the Company as appointed from time to time;

“Exercise Date” means, in relation to the exercise of a Warrant, the Business Day on which theapplicable conditions referred to in Condition 4(a) are fulfilled, or (if fulfilled on different days) onwhich the last of such conditions is fulfilled, provided that if any such day falls during a period

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when the Register of Members 9f the Company is closed, then the “Exercise Dates” shall be thenext following Business Day on which the Register of Members of the Company is open;

“Exercise Notice” means a notice (for the time being current) for the exercise of the Warrants,copies of which may be obtained from the Warrant Agent;

“Exercise Period” means the relevant period during which the Warrants may be exercised, being(a) the period commencing from 1st October 2007 up to 5.00 p.m. on 30 September 2010 unlesssuch date shall fall on a day when the Register of Members of the Company is closed or is nota Market Day, in which event the Exercise Period shall expire 5.00 p.m. on the date fallingimmediately prior to the closure of such Register of Members or at 5.00 p.m. on the immediatelypreceding Business Day, as the case may be, but excluding any period during which the Registerof Warrant Holders may be closed;

“Exercise Price” means, in respect of each Warrant, an exercise price of $0.08 where the ExerciseDate is during the Exercise Period subject to adjustment in accordance with Condition 5 below;

“Expiration Date” means the last day of the relevant Exercise Period;

“Last Dealt Price” means the last dealt price per Share in the Company for one or more board lotsof Shares in the Company quoted on the SGX-ST on the Market Day immediately preceding thedate on which the issue of Shares by the Company is announced or (failing such announcement)immediately preceding the date on which the Company determines the offering of the Shares ofthe issue thereunder;

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

“Register of Warrant Holders” means the register of Warrant Holders to be maintained by theWarrant Agent pursuant to Condition 4(1) below;

“Registrar” means Tricor Barbinder Share Registration Services;

“Securities Account” means a securities account maintained by a Depositor with the Depository;

“Shares” means ordinary shares in the capital of the Company;

“Shareholders” means the shareholders of the Company;

“Special Account” means the account maintained by the Company with a bank in Singapore forthe purpose of crediting moneys paid by exercising Warrant Holders in satisfaction of the ExercisePrice in relation to the Warrants exercised by such exercising Warrant Holders

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

“Warrant Agency Agreement” means the Warrant Agency Agreement dated 1st day of October2007 appointing, inter alia, the Warrant Agent, as the same may be modified from time to time bythe parties thereto, and includes any other Agreement (whether made pursuant to the terms of theWarrant Agency Agreement or otherwise) appointing further or other Warrant Agents or amendingor modifying the terms of any such appointment;

“Warrant Agent” means Tricor Barbinder Share Registration Services or such other person as maybe appointed as such from time to time pursuant to the Warrant Agency Agreement; and

“Warrant Holders” means the registered holders of the Warrants, except that where the registeredholder is the Depository, the term “Warrant Holders” shall, in relation to Warrants registered in thename of the Depository, include, where the context requires, the Depositors whose Securities

53

Account(s) with the Depository are credited with Warrants and provided that for the purposes ofSchedule 3 of the Instrument relating to meetings of Warrant Holders, such Warrant Holders shallmean those Depositors having Warrants credited to their Securities Account(s) as shown in therecords of the Depository as at a time not earlier than 48 hours prior to the time of a meeting ofWarrant Holders supplied by the Depository to the Company. The word “holder” or “holders” inrelation to Warrants shall (where appropriate) be construed accordingly.

2. Form and Title

The Warrants are issued in registered form. Title to the Warrants will be transferable inaccordance with Condition 9. The Warrant Agent will maintain the Register of Warrant Holders onbehalf of the Company and except as required by law:–

(a) the registered holder of Warrants (other than the Depository); and

(b) (where the registered holder of Warrants is the Depository) each Depositor for the time beingappearing in the records maintained by the Depository as having Warrants credited to itsSecurities Account(s),

will be deemed to be and be treated as the absolute owner thereof (whether or not the Companyshall be in default in respect of the Warrants or its covenants contained in the Instrument andnotwithstanding any notice of ownership or writing thereon or notice of any previous lost or theftof the relevant Warrant Certificate or any irregularity or error in the records of the Depository orany express notice to the Company or the Warrant Agent of any other related matters) for thepurpose of giving effect to the exercise of the rights constituted by the Warrants and for all otherpurposes.

3. Exercise Rights

(a) Each Warrant Holder shall have the right, by way of exercise of his Warrant, at any timeduring normal business hours on any Business Day during the Exercise Period in themanner set out in Condition 4 and otherwise on the terms and subject to the Conditions setout below, to subscribe for one New Share at the Exercise Price, subject to adjustments inaccordance with Condition 5, on the Exercise Date applicable to such Warrant. EachWarrant shall, following its exercise in accordance with these Conditions, be cancelled bythe Company.

(b) At the expiry of the Exercise Period, any Warrants which have not been exercised will lapseand cease to be valid for any purpose. The Company shall, not less than one (1) month priorto the expiry of the Exercise Period, issue a notice thereof to the Warrant Holders inaccordance with Condition 12.

(c) Any Warrant in respect of which the Exercise Notice shall not have been duly completed anddelivered in the manner set out below under Condition 4 to the Warrant Agent on or before5.00 p.m. on the Expiration Date shall become void.

4. Procedure for Exercise of Warrants

(a) Lodgment Conditions

In order to exercise one or more Warrants, a Warrant Holder must fulfill the followingconditions:–

(i) lodgment during normal business hours on any Business Day during the ExercisePeriod of the relevant Warrant Certificate registered in the name of the exercisingWarrant Holder or the Depository (as the case may be) for exercise at the specifiedoffice of the Warrant Agent together with the Exercise Notice in respect of the Warrantsrepresented thereby in the form (for the time being current) obtainable from the

54

Warrant Agent, duly completed and signed by or on behalf of the exercising WarrantHolder and duly stamped in accordance with any law for the time being in force relatingto stamp duty, provided 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 the Depository;

(ii) the furnishing of such evidence (if any) as the Warrant Agent may require to determinethe due execution of the Exercise Notice by or on behalf of the exercising WarrantHolder (including every joint Warrant Holder, if any) or otherwise ensure the dueexercise of the Warrants;

(iii) the payment or satisfaction of and the receipt by the Warrant Agent of the ExercisePrice in accordance with the provisions of Condition 4(b) below;

(iv) the payment of deposit or other fees for the time being chargeable by, and payable to,the Depository (if any) and any stamp, issue, registration or other similar taxes orduties arising on the exercise of the relevant Warrants as the Warrant Agent mayrequire; and

(v) if applicable, the payment of any fees for certificates for the New Shares to be issuedand the expenses of, and the submission of any necessary documents required inorder to effect the delivery of, certificates for the New Shares, which upon exercise ofthe relevant Warrants will be immediately converted on issue, to the place specified bythe exercising Warrant Holder in the Exercise Notice.

Any exercise by a Warrant Holder in respect of Warrants registered in the name of theDepository shall be further conditional on that number of Warrants so exercised beingavailable in the “FREE BALANCE” of the Securities Account(s) of the exercising WarrantHolder with the Depository and on the exercising Warrant Holder electing in the ExerciseNotice to have the delivery of the New Shares arising from the exercise of the relevantWarrants to be effected by crediting such New Shares to the Securities Account(s) of theexercising Warrant Holder and authorising the Warrant Agent to earmark the Warrants inaccordance with the terms and conditions of the Depository failing which the Exercise Noticeshall be void and all rights of the exercising Warrant Holder and of any other personthereunder shall cease.

Warrant Holders whose Warrants are registered in the name of the Depository irrevocablyauthorise the Company and the Warrant Agent to obtain from the Depository suchinformation and documents as the Company or the Warrant Agent may deem 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 Instrument and to rely thereupon and to take such steps as may berequired by the Depository (including the steps set out in the Depository’s “Terms andconditions for CDP to act as Depository for Warrants” as amended from time to time) inconnection with the operation of the Securities Account of any Warrant Holder, provided thatthe Company and the Warrant Agent shall not be liable in any way whatsoever for any lossor damage incurred or suffered by the Warrant Holder as a result of or in connection withreliance by the Company, the Warrant Agent or any other persons upon the records of andinformation supplied by the Depository.

Once all the abovementioned conditions (where applicable) have been fulfilled, the relevantWarrant Certificate(s) (if any), Exercise Notice and any moneys tendered in or towardspayment of the Exercise Price in accordance with Condition 4(b) below may not bewithdrawn without the consent in writing of the Company.

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(b) Payment of Exercise Price

Payment of the Exercise Price shall be made to the specified office of the Warrant Agent byway of a remittance in Singapore currency by banker’s draft or cashier’s order drawn on abank operating in Singapore, and/or by debiting the CPF Investment Account with the CPFApproved Bank as specified in the Exercise Notice, for the credit of the Special Account forthe full amount of the Exercise Price payable in respect of the Warrants exercised, providedthat any such remittance shall be accompanied by the delivery to the Warrant Agent of thepayment advice referred to below and shall comply with any exchange control or otherstatutory requirements for the time being applicable.

Each such payment shall be made free of any foreign exchange commissions, remittancecharges or other deductions and shall be accompanied by a payment advice containing (i)the name of the exercising Warrant Holder; (ii) the certificate numbers of the relevantWarrant Certificates or, if the relevant Warrant Certificates are registered in the name of theDepository, the Securities Account(s) of the exercising Warrant Holder which is to be debitedwith the Warrants being exercised and (iii) the number of Warrants exercised.

If the payment advice fails to comply with the foregoing provisions, the Warrant Agent may,at its absolute discretion and without liability on behalf of itself or the Company, refuse torecognize the relevant payment as relating to the exercise of any particular Warrant, and theexercise of the relevant Warrants may accordingly be delayed or treated as invalid. If therelevant payment received by the Warrant Agent in respect of an exercising WarrantHolder’s purported payment of the Exercise Price relating to all the relevant Warrants lodgedwith the Warrant Agent is less that the full amount of such Exercise Price, the Warrant Agentshall not treat the relevant payment so received or any part thereof as payment of theExercise Price or any part thereof and, accordingly, the whole of such relevant payment shallremain in the Special Account (subject to Condition 4(d) below) unless and until a furtherpayment is made in accordance with the requirements set out above in this Condition 4(b)in an amount sufficient to cover the deficiency. The Company shall not be held responsiblefor any loss arising from any retention of such payment.

Warrant Holders whose Warrants are registered in the name of the Depository irrevocablyauthorize the Company and the Warrant Agent to obtain from the Depository and to relyupon such information and documents as the Company or the Warrant Agent deemnecessary to satisfy itself that all the abovementioned conditions have been fulfilled andsuch other information as the Company or the Warrant Agent may require in accordance withthese Conditions and the Instrument and to take such steps as may be required by theDepository (including the steps set out in the Depository’s “Terms and Conditions for CDPto act as Depository for Warrants”, as amended from time to time) in connection with theoperation of the Securities Account of any Warrant Holder, provided that the Company andthe Warrant Agent shall not be liable in any way whatsoever for any loss or damage incurredor suffered by the Warrant Holder as a result of or in connection with reliance by theCompany, the Warrant Agent or any other persons upon the records of and informationsupplied by the Depository.

(c) Exercise Date

A Warrant shall (provided that the provisions of this Condition 4 have been satisfied) betreated as exercised on the Exercise Date relating to that Warrant.

The relevant Warrant Certificates shall be cancelled on the Exercise Date except that, inrelation to Warrant Certificates in the name of the Depository, such Warrant Certificates shallbe cancelled as soon as possible after receipt by the Warrant Agent of such Warrantcertificates, accompanied by instructions from the Depository as to the cancellation of suchWarrant Certificates.

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(d) Special Account

Payment of the Exercise Price received by the Warrant Agent for credit to the SpecialAccount will be available for release to the Company on the Business Day after the ExerciseDate relating to the relevant Warrants in payment for the New Shares to be issued anddelivered in consequence of the exercise of such Warrants.

If such payment is made to the Warrant Agent and such payment is not recognised by theWarrant Agent as relating to the exercise of the relevant Warrants or the relevant paymentis less than the full amount of the Exercise Price, or the conditions set out in Condition 4(a)above have not then all been fulfilled in relation to the exercise of such Warrants, suchpayment will remain in the Special Account pending recognition of such payment or fullpayment or, fulfillment of the lodgment conditions, as the case may be, but on whichever isthe earlier of (i) the fourteenth (14th) day after receipt of such Exercise Notice by the WarrantAgent and (ii) the Expiration Date, such payment will (if the Exercise Date in respect of suchWarrant(s) has not by then occurred) be returned, without interest, to the person whoremitted such payment. The Warrant Agent will, if it is possible to relate the payment soreturned to any Warrant Certificates (if applicable), and the Exercise Notice previouslylodged with the Warrant Agent, return such Warrant Certificates (if applicable) and therelevant Exercise Notice to the exercising Warrant Holder at the risk and expense of suchWarrant Holder. The Company will be entitled to deduct or otherwise recover any applicablehandling charges and out-of-pocket expenses of the Warrant Agent. So long as anyparticular payment remains credited to the Special Account and the relevant Exercise Datehas not occurred it (but excluding any interest accrued thereon) will continue to belong to theexercising Warrant Holder but it may only be withdrawn within the abovementioned fourteen(14) day period with the consent in writing of the Company.

(e) Allotment of New Shares and Issue of Balancing Warrant Certificates

A Warrant Holder exercising Warrants which are registered in the name of the Depositorymust elect in the Exercise Notice to have the delivery of New Shares arising from theexercise of such Warrants to be effected by crediting such New Shares to the SecuritiesAccount of such Warrant Holder or, as the case may be, the nominee company of the CPFApproved Bank as specified in the Exercise Notice. A Warrant Holder exercising Warrantsregistered in his own name may elect in the Exercise Notice to either receive physical sharecertificates in respect of the New Shares arising from the exercise of such Warrants or tohave the delivery of such New Shares effected by crediting such New Shares to hisSecurities Account with the Depository (in which base such Warrant Holder shall also dulycomplete and deliver to the Warrant Agent such forms as may be required by the Depository)or, as the case may be, the Securities Account of the nominee company of the CPFApproved Bank as specified in the Exercise Notice with the Depository, failing which suchexercising Warrant Holder shall be deemed to have elected to receive physical sharecertificates in respect of such New Shares at his address specified in the Register of WarrantHolders.

The Company shall allot and issue the New Shares arising from the exercise of the relevantWarrants and deliver such New Shares in accordance with the instructions of such WarrantHolder as set out in the Exercise Notice and:

(i) where such Warrant Holder has elected in the Exercise Notice to receive physicalshare certificates in respect of the New Shares arising from the exercise of the relevantWarrants, the Company shall dispatch, as soon as practicable but in any event not laterthan five (5) Business Days after the relevant Exercise Date, by ordinary post to theaddress specified in the Exercise Notice and at the risk of such Warrant Holder thecertificate relating to such New Shares registered in the name of such Warrant Holder;and

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(ii) where such Warrant Holder has elected in the Exercise Notice to have the delivery ofNew Shares arising from the exercise of the relevant Warrants to be effected by thecrediting of the Securities Account of such Warrant Holder as specified in the ExerciseNotice or, as the case may be, the Securities Account of the nominee company of theCPF Approved Bank as specified in the Exercise Notice, the Company shall as soonas practicable but not later than three (3) Business Days after the relevant ExerciseDate despatch the certificates relating to such New Shares in the name of, and to, theDepository for the credit of the Securities Account of such Warrant Holder as specifiedin the Exercise Notice or, as the case may be, the Securities Account of the nomineecompany of the CPF Approved Bank as specified in the Exercise Notice.

Where a Warrant Holder exercises part only (but not all) of the subscription rightsrepresented by Warrants registered in the name of the Depository, the number of Warrantsrepresented by the Warrant Certificate registered in the name of CDP shall be deemed tohave been reduced for all purposes by the number of Warrants so exercised. Where aWarrant Holder exercises part only (but not all) of the subscription rights represented byWarrants registered in his name, the Company shall dispatch a balancing WarrantCertificate in the name of the exercising Warrant Holder in respect of any Warrantsremaining unexercised by ordinary post to the address specified in the relevant ExerciseNotice and at the risk of that Warrant Holder at the same time as it delivers in accordancewith the relevant Exercise Notice the certificate(s) relating to the New Shares arising uponexercise of such Warrants.

(f) Register of Warrant Holders

The Warrant Agent will maintain the Register of Warrant Holders, which shall be closedduring such periods as the Register of Members of the Company may be closed and duringsuch periods as may be required to determine the adjustments to the Exercise Price and/orthe number of Warrants under Condition 5. Notice of the closure of the Register of WarrantHolders will be given to the Warrant Holders in accordance with Condition 12.

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 Register of Warrant Holders (where theregistered holder of a Warrant is a person other than the Depository) or the DepositoryRegister (where the Depository is a registered holder of a Warrant) or any statement orcertificate issued by the Depository to the Company or any Warrant Holder (as madeavailable to the Company and/or the Warrant Agent) to ascertain the identity of the WarrantHolders, the number of Warrants to which any such Warrant Holders are entitled, to giveeffect to the exercise of the subscription rights constituted by the Warrants and for all otherpurposes in connection with the Warrants (whether or not the Company shall be in defaultin respect of the Warrants or any of the terms and conditions contained herein or in thisInstrument and notwithstanding any notice of ownership or writing thereon or notice of anyclaim on or loss or theft or forgery of any Warrant or Warrant Certificate).

Except as required by law:–

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

(ii) (where the Warrant is registered in the name of the Depository) the Depositor for thetime being appearing in the Depository Register maintained by the Depository ashaving such Warrant credited 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 contained inthe Instrument 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 the

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Company or Warrant Agent or any other related matter) for the purpose of giving effect to theexercise of the rights constituted by the Warrants and for all other purposes in connectionwith the Warrants.

(g) Warrant Agent and Registrar

The names of the initial Warrant Agent and the Registrar and their respective specifiedoffices are set out in the Warrant Certificate. The Company reserves the right at any time tovary or terminate the appointment of the Warrant Agent or the Registrar and to appoint anadditional or another Warrant Agent or another Registrar, provided that it will at all timesmaintain a Warrant Agent having a specified office in Singapore so long as the Warrants areoutstanding. Notice of any such termination or appointment and of any changes in thespecified office of the Warrant Agent or the Registrar will be given to the Warrant Holders inaccordance with Condition 12.

5. Adjustments of Exercise Price and Number of Warrants

(a) The Exercise Price and the number of Warrants held by each Warrant Holder shall from timeto time be adjusted by the Directors in consultation with an Approved Bank and certified tobe in accordance with Condition 5(b) below by the Auditors. The Exercise Price and thenumber of Warrants held by each Warrant Holder shall from time to time be adjusted asprovided in these Conditions and the Instrument in all or any of the following cases:–

(i) an alteration of the value of the Shares of the company by reason of any consolidation,subdivision or conversion; or

(ii) an issue by the Company of Shares, credited as fully paid of profits or reserves to theShareholders (other than an issue of Shares to Shareholders who elect to receiveShares in lieu of cash or other dividend); or

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

(iv) an offer or invitation made by the Company to the Shareholders whereunder mayacquire or subscribe for Shares by way of rights; or

(v) an issue (otherwise than pursuant to a rights issue available to all Shareholders,requiring an adjustment under Condition 5(a)(iv) above and other than an issue ofShares to Shareholders who elect to receive Shares in lieu of cash or other dividend)by the Company of Shares, if the Total Effective Consideration (as defined below) foreach Share is less than 90 per cent. If the Last Dealt Price for each Share (calculatedas provided below).

(b) Subject to these Conditions (in particular Conditions 5(c) and 5(d)) and the Instrument, theExercise Price and the number of Warrants held by each Warrant Holder shall from time totime be adjusted in accordance with the following provisions (but so that if the event givingrise to any such adjustment shall be capable of falling within any two or more of paragraphs(i) to (iii) of Condition 5(a) above or if such event is capable of giving rise to more than oneadjustment, the adjustment shall be made in such manner as the Approved Bank shalldetermine):–

(i) If and whenever the Company shall make any issue of Shares to the Shareholders(other than an issue of Shares to the Shareholders who elect to receive Shares in lieuof cash or other dividend) credited as fully paid, by way of capitalization of profits orreserves, the Exercise Price and the number of Warrants shall be adjusted in thefollowing manner:–

New Exercise Price = AA + B

x P

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Adjusted number Of Warrants = A + BA

x W

where:–

A = the aggregate number of issued and fully paid-up Shares immediatelybefore such capitalisation issue;

B = the aggregate number of Shares to be issued pursuant to any allotment toshareholders (other than an allotment of Shares to shareholders who electto receive Shares in lieu of cash or other dividend) credited as fully paid byway capitalization of profits or reserves;

P = existing Exercise Price; and

W = existing number of Warrants held.

Such adjustments will be effective (if appropriate, retroactively) from thecommencement of the day next following the record date for such issue.

For the purpose of this Condition 5, “record date” relation to the relevant transactionmeans the date as at the close of business on be registered as such to participatetherein.

(ii) If and whenever the Company shall make a Capital Distribution (as defined below) tothe Shareholders whether on a reduction of capital or otherwise, then the ExercisePrice shall be adjusted in the following manner:–

New Exercise Price = C - DC

x P

Where:–

C = the average of the Last Dealt Price on the five Market Days immediatelypreceding the date on which the Capital Distribution is publicly announced tothe SGX-ST or (failing any such announcement), immediately preceding thedate if the Capital Distribution;

P = as in P above; and

D = the fair market value, as determined by an Approved Bank with theconcurrence of the Auditors, of that portion of the Capital Distributionattributable to one (1) Share.

For the purposes of Conditions 5(a)(iii) and 5(b)(ii), “Capital Distribution” shall (withoutprejudice to the generality of that expression) include distributions in cash or specie(other than dividends) or by way of issue of Shares (not falling under Condition 5(b)(ii)above) or other securities (other than an issue of Shares to the Shareholders who electto receive Shares in lieu pf cash or other dividend) credited as fully or partly paid up byway of capitalisation of profits or reserves. Any distribution out of profits or reservesmade after 31 March 12007 shall not be deemed to be a Capital Distribution unless theprofits or reserves are attributable to profits or gains arising from the sale of assetsowned by the Company or any of its subsidiaries on or before that date and anycancellation of capital which is lost or unrepresented by available asset shall not bedeemed to be a Capital Distribution.

Such adjustment will be effective (if appropriate, retroactively) from thecommencement of the Market Day next following the record date for such transactions.

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(iii) If and whenever the Company shall make any offer or invitation to its shareholderwhereunder they may acquire or subscribe for Shares by way of rights, then theExercise Price shall be adjusted in the following manner:–

New Exercise Price = E - FE

x P

And the number of Warrants shall be adjusted in the following manner:–

Adjusted number Of Warrants = EE - F

x W

where:–

E = the average of the Last Dealt Price on the five Market Days immediatelypreceding the date on which the offer or invitation referred to in thisCondition 5(b)(iii) is publicly announced to the SGX-ST or (failing any suchannouncement) immediately preceding the date of the offer or invitation;

P = as in P above;

W = as in W above; and

F = the value of rights attributable to one (1) Share, which shall be calculated inaccordance with the formula:–

E - GH + 1

where:–

E = as in E above;

G = the subscription price of one (1) additional Share under the offer or invitationto acquire or subscribe for Shares by way of rights;

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

1 = one.

Such adjustments will be effective (if appropriate, retroactively) from thecommencement of the date next following the closing date for such offer or invitation.

For the purpose of this paragraph, “closing date” shall mean the date by whichacceptance of and payment for the Shares is to be made under the terms of such offeror invitation.

(iv) If and whenever the Company makes any allotment to the Shareholders as providedin Condition 5(b)(i) above and also makes another offer or invitation to theShareholders as provided in Condition 5(b)(iii) and the record date for the purpose ofthe allotment is also the record date for the purpose of the offer or invitation, theExercise Price and the number of Warrants shall be adjusted in the following manner:–

New Exercise Price = (I x E) + (J x G)(I + J + B) x E

x P

Adjusted number of Warrants = (I + J + B) x E(I x E) + (J x U)

x W

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where:–

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

E = as in E above;

J = the aggregate number of new Shares to be issued under an offer orinvitation to acquire or subscribe for Shares by way of rights;

G = as in G above;

B = as in B above;

P = as in P above; and

W = as in W above

Such adjustment will be effective (if appropriate, retroactively) from thecommencement of the date following the closing date for such offer or invitation.

For the purpose of this paragraph, “closing date” shall mean the date by whichacceptance of and payment for the Shares is to be mad under the terms of such offeror invitation.

(v) If and whenever (otherwise than pursuant to a rights issue available to all Shareholdersalike and requiring an adjustment under Conditions 5(b)(iii) or 5(b)(iv) above and otherthan an issue of Shares to Shareholders who elect to receive Shares in lieu of cash orother dividend) the company shall issue any Shares and the Total EffectiveConsideration for each Share (as defined below) is less than 90 per cent, of theaverage of the Last Dealt Price on the SGX-ST on the five Market Days before the dateon which the issue price of such Shares is determined, or, if such price is determinedeither before the close of business on the SGX-ST for that day or on a day which is nora Market Day, on the immediately preceding Market Day, the Exercise Price shall beadjusted in the following manner:–

New Exercise Price = K + LK + M

x P

where:–

K = 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 relevantadjustment becomes effective;

L = the number of Shares which the Total Effective Consideration (as definedbelow) would have purchased at such average Last Dealt Price for the fiveMarket Days before the date on which the issue price of such Shares isdetermined (exclusive of expenses);

M = 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 immediately preceding the date on whichthe issue is announced, or (failing any such announcement) immediately preceding thedate on which the Company determines the offering price of such Shares.

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For the purposes of these Conditions 5(a)(v) and 5(b)(v), the “Total EffectiveConsideration” shall be determined by the Directors of the Company with theconcurrence of an Approved Bank and shall be the aggregate consideration receivableby the Company on payment in full for such Shares without any deduction of anycommissions, discounts or expenses paid, allowed or incurred in connection with theissue thereof, and the “Total Effective Consideration for each Share” shall be the TotalEffective Consideration divided by the number of Shares issued as aforesaid.

(c) Notwithstanding any of the provisions hereinbefore contained, no adjustment to the ExercisePrice and the number of Warrants will be required in respect of:

(i) an issue by the Company of Shares to officers, including Directors, or employees of theCompany or any of its subsidiaries pursuant to any purchase or option schemeapproved by the Shareholders in general meeting;

(ii) an issue by the Company of Shares in consideration or dart consideration for or inconnection with the acquisition of any other securities, assets or business;

(iii) any issue by the Company of Shares pursuant to the exercise of any of the Warrants;or

(iv) 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 exerciseof such securities or rights.

(d) Any adjustment to the Exercise Price will be rounded upwards to the nearest one cent. Noadjustments to the Exercise Price shall be made unless it has been certified to be inaccordance with Condition 5(b) above by the Auditors for the time being of the Company. Noadjustment will be made to the Exercise Price in any case in which the amount by which thesame would be reduced would be less than one cent but any adjustment which wouldotherwise then be required will be carried forward and taken into account appropriately inany subsequent adjustment.

(e) If the Company shall purchase or otherwise acquire any classes of shares issued by itpursuant to the provisions of the Act, the Company shall, if so required by the WarrantHolders by way of an Extraordinary Resolution, appoint an Approved Bank to considerwhether any adjustments to the Exercise Price and/or the number of Warrants held by eachWarrant Holder is appropriate and if such Approved Ban shall determine that any adjustmentis appropriate the Exercise Price and/or the number Warrant Holder shall be adjustedaccordingly.

(f) Any adjustment to the number of Warrants held by each Warrant Holder will be roundeddownwards to the nearest whole Warrant. No adjustment to the number of Warrants shall bemade unless (i) it has been certified to be in accordance with Condition 5(b) above by theAuditors for the time being of the Company and (ii) approval in-principle has been grantedby the SGX-ST for the listing of and quotation for such additional Warrants as may be issuedas a result of such adjustment and such additional Shares as may be issued on the exerciseof any of such Warrants. If for any reason an event giving rise to an adjustment (the “FirstAdjustment”) made to the Exercise Price or the number of Warrants held by each WarrantHolder pursuant to these Conditions is cancelled, revoked or not completed, the ExercisePrice or the number of Warrants held by each Warrant Holder shall be readjusted to theamount prevailing immediately prior to the First Adjustment with effect from such date andin such manner a~ an Approved Bank may consider appropriate.

(g) Notwithstanding the provisions referred to in this Condition 5, in any circumstances wherethe Directors consider that any adjustments to the Exercise Price and/or the number ofWarrants provided under the said provisions should not be made or should be calculated ona different basis or date or should take effect on a different date or that an adjustment to theExercise Price and/or the number of Warrants should be made notwithstanding that no suchadjustment is required or contemplated under the said provisions, the Company may appoint

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an Approved Bank to consider whether for any reason whatever the adjustment to be made(or the absence of an adjustment) or the adjustment to be made in accordance with theprovisions of this Condition 5 is appropriate or inappropriate, as the case may be, and, ifsuch Approved Bank shall consider the adjustment to be inappropriate, the adjustment shallbe modified or nullified or an adjustment made instead of no adjustment in such manner asshall be considered by such Approved Bank to be in its opinion appropriate.

(h) Whenever there is an adjustment as herein provided, the Company shall give notice toWarrant Holders in accordance with Condition 12 below that the Exercise Price and/or thenumber of Warrants has/have been adjusted and setting forth 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 number of Warrants and the effective dateof such adjustment and shall at all times thereafter so long as any of the Warrants remainsexercisable make available for inspection at its registered office a signed copy of thecertificate of the Auditors certifying the adjustment to the exercise Price and/or the numberof Warrants and a certificate signed by a Director setting forth brief particulars of the eventgiving rise to the adjustment, the Exercise Price and/or number of Warrants in effect prior tosuch adjustment, the adjusted Exercise Price and/or number of Warrants and the effectivedate of such adjustment and shall, on request, rend a copy thereof to any Warrant Holder.

Whenever there is an adjustment to the number of Warrants, the Company will, as soon aspracticable but not later than five (5) Market Days after the effective date of such adjustment,despatch by ordinary post Warrant Certificates for the additional number of Warrants issuedto each Warrant Holder, at the risk and expense of that Warrant Holder, at his addressappearing in the Register of Warrant Holders or, in respect of Warrants registered in thename of the Depository, to the Depository, provided that if additional Warrants are issued toeach Warrant Holder as a result of an adjustment which is cancelled, revoked or notcompleted and the number of Warrants held by each Warrant Holder is readjusted pursuantto Condition 5(e) such additional Warrants shall be deemed to be cancelled with effect fromsuch date and in such manner as an Approved Bank may consider appropriate.

(i) If the Directors, the Approved Bank and the Auditors are unable to agree upon anyadjustment required under these provisions, the Directors shall refer the adjustment to thedecision of another Approved Bank acting as expert and not as arbitrator and whosedecision as to such adjustment shall be final and conclusive and no certification by theAuditors shall in such circumstances be necessary.

(j) If the Company shall in any way modify the rights attached to any share or loan capital soas to convert or make convertible such shares or loan capital into Shares, or attach theretoany rights to acquire or subscribe for Shares, the Company shall appoint an Approved Bankto consider whether any adjustment is appropriate and if such Approved Bank and theDirectors shall determine that any adjustment is appropriate, the Exercise Price and/or thenumber of Warrants shall be adjusted accordingly.

(k) Any new Warrants which may be issued by the Company under this Condition 5 shall be partof the series of Warrants constituted by the Instrument and shall be issued subject to andwith the benefit of the Instrument and on such terms and conditions as the Directors mayfrom time to time think fit including but not limited to the terms and conditions as set outherein for the Warrants.

(l) In giving any certificate or making any adjustment hereunder, the Auditors and the ApprovedBank shall be deemed to be acting as experts and not as arbitrators and in the absence ofmanifest error, theft decision shall be conclusive and binding on all persons having aninterest in the Warrants.

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(m) Notwithstanding anything herein contained, any adjustment to the Exercise Price and/or thenumber of Warrants other than in accordance with the provisions of this Condition 5, shallbe subject to the approval of the SGX-ST and agreed to by the Company, the Auditors andthe Approved Bank.

6. Status of Shares

New Shares allotted and issued upon exercise of the Warrant shall be fully-paid and, shall rankfor any dividends, rights, allotment or other distributions, the Record Date for which is on or afterthe relevant Exercise Date and (subject as aforesaid) shall rank pari passu in all respects with thethen existing Shares of the Company. For the purpose of this Condition 6, “Record Date” means,in relation to any dividends, rights, allotments or other distributions, the date at the close ofbusiness on which Shareholders must be registered in order to participate in such dividends,rights, allotments or other distributions.

7. Winding-Up of the Company

If a resolution is passed for a members’ voluntary winding-up ok the Company then:

(a) if such winding-up is for the purpose of reconstruction or amalgamation pursuant to ascheme of arrangement to which the Warrant Holders, or some person designated by themfor such purpose by Extraordinary Resolution (as defined in the Instrument), shall be a party,the terms of such scheme of arrangement shall be binding on all the Warrant Holders; and

(b) in any other case every Warrant Holder shall be entitled upon and subject to the Conditionsat any time within six (6) weeks after the passing of such resolution for a members’ voluntarywinding-up of the Company by irrevocable surrender of his Warrant Certificate(s) to theCompany with the Exercise Notice(s) duly completed, together with payment of the relevantExercise Price and having duly complied with all other conditions set out in Condition 4(a)and 4(b), to elect to be treated as if he had immediately prior to the commencement of suchwinding-up exercised the Warrants to the extent specified in the Exercise Notice(s) and hadon such date been the holder of the Shares to which he would have become entitledpursuant to such exercise and the liquidator of the Company if permitted by law shall giveeffect to such election accordingly. The Company shall give notice to the Warrant Holders inaccordance with Condition 12 below of the passing of any such resolution within seven (7)days after the passing thereof

Subject to the foregoing, if the Company is wound-up for any other reason, 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 orother persons either for cash or as bonus distributions and further subscription rights upon suchterms and conditions as the Company sees fit but the Warrant Holders shall not have anyparticipating rights in such issue unless otherwise resolved by the Company in general meetingor in the event of a takeover offer to acquire Shares.

9. Transfer of Warrants

(a) Subject to applicable law and other provisions of the Conditions, in order to transferWarrants which are not registered in the name of the Depository, the Warrant Holder mustfulfill the following conditions:–

(i) lodgment during normal business hours on a Business Day of the relevant WarrantCertificate(s) registered in the name of the Warrant Holder at the specified office of the

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Warrant Agent together with an instrument of transfer in respect thereof (the “TransferForm”), in the form approved by the Company, duly completed and signed by or onbehalf of the Warrant Holder and the transferee and duly stamped in accordance withany law for the time being in force relating to stamp duty, provided that the Companyand the Warrant Agent may dispense with requiring the Depository to sign astransferee any Transfer Form for the transfer of Warrants to the Depository;

(ii) the furnishing of such evidence (if any) as the Warrant Agent may require to determinethe due execution of the Transfer Form by or Holder;

(iii) the payment of the registration fee of S$2 (or such cither amount as may bedetermined by the Directors) for every Warrant Certificate to be transferred which shallbe payable by cash or cheque together with any stamp duty specified by the WarrantAgent;

(iv) the payment of the expenses of, and the submission of any necessary documents;

(v) if the Transfer Form has not been fully or correctly completed by the Warrant Holder orthe full amount of the fees and expenses due to the Warrant Agent have not been paidto the Warrant Agent, the Warrant Agent shall return such Transfer Form to the WarrantHolder accompanied by written notice of the omission(s) or error(s) and requesting theWarrant Holder to complete and/or amend the Transfer Form and/or make the requisitepayment; and

(vi) if the Transfer Form has been fully and correctly completed, the Warrant Agent shall actas agent for and on behalf of the Company:–

(i) register the person named in the Transfer Form as transferee in the WarrantRegister of Warrant Holders as registered Holder as registered holder of theWarrant in place of the Warrant Holder;

(ii) cancel the Warrant Certificate(s) in the name of the Warrant Holder; and

(iii) issue new Warrant Certificate(s) in respect of the Warrants registered in the nameof the transferee.

(b) With respect to Warrants registered in the name of the Depository, any transfer of suchWarrants shall be effected subject to and in accordance with applicable law and the rules ofthe Depository as amended from time to time and where the Warrants are to be transferredbetween Depositors, such Warrants must be transferred in the Depository Register by theDepository by way of book-entry.

(c) The executors and administrators of a deceased Warrant Holder whose Warrants areregistered otherwise than in the name of the Depository (not being one of several jointholders) or if the registered holder of the Warrants is the Depository, of a deceasedDepositor and in the case of the death of one or more of several joint holders, the survivoror survivors of such joint holders shall be the only persons recognised by the Company andthe Warrant Agent as having any title to the Warrants and shall be entitled to be registeredas a holder of the Warrants upon the production by such persons to the Company and theWarrant Agent of such evidence as may be reasonably required by the Company and theWarrant Agent to prove their title and on completion of a Transfer Form and the payment ofsuch fees and expenses referred to in Conditions 9(b) and 9(c). Conditions 9(b) and 9(c)shall apply mutatis mutandis to any transfer of the Warrants by such persons.

(d) The Warrant Holder specified in the Register of Warrant Holders shall remain the registeredholder of the Warrants until the name of the transferee is entered in the Register of WarrantHolders maintained by the Warrant Agent.

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10. Replacement of Warrants Certificates

Should any Warrant Certificate be lost, stolen, destroyed, mutilated or defaced, it may subject toapplicable law and at the discretion of the Company be replaced at the specified office of theWarrant Agent, upon payment by the claimant of the expenses incurred in connection therewithand the replacement fee of S$2 (or such other sum being the replacement fee for the time being,which replacement fee shall not exceed the maximum sum for the time being prescribed by anyapplicable law) for every Warrant Certificate issued and on such terms as to evidence andindemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed WarrantCertificate(s) in respect of the Warrants is subsequently exercised, there will be paid to theCompany on demand the market value of the Warrants at the time of the replacement thereof),advertisement, undertaking and otherwise as the Company and/or the Warrant Agent mayreasonably require. Mutilated or defaced Warrant Certificates must be surrendered beforereplacements will be issued.

The replacement Warrant Certificates will be issued to the registered holder of the WarrantCertificate replaced.

11. Meetings of Warrant Holders and Modification

(a) The Instrument contains provisions for convening meetings of the Warrant Holders toconsider any matter affecting their interests, including the sanctioning by ExtraordinaryResolution (as defined in the Instrument) of a modification of the Warrants or the Instrument.Such a meeting may be convened by the Company or by Warrant Holders holding not lessthan ten (10) per cent. of the Warrants for the time being remaining unexercised (as definedin the Instrument). The quorum at any such meeting for passing an Extraordinary Resolutionshall be two (2) or more persons holding or representing over fifty (50) per cent. of theWarrants for the time being unexercised, or at any adjourned meeting two (2) or morepersons being or representing Warrant Holders whatever the number of Warrants so held orrepresented, except that at any meeting the business of which includes the modification ofcertain provisions of the Warrants or of the Instrument (including canceling the subscriptionrights constituted by the Warrants or changing the Exercise Period), the necessary quorumfor passing an Extraordinary Resolution shall be two or more persons holding orrepresenting not less than seventy-five (75) per cent., or at any adjournment of such meetingover fifty (50) per cent., of the Warrants for the time being remaining unexercised. AnExtraordinary Resolution duly passed at any meeting of Warrant Holders shall be binding onall Warrant Holders, whether or not they are present at the meeting. Warrants which havenot been exercised but have been lodged for exercise shall not, unless and until they arewithdrawn from lodgment, confer the right to attend or vote at, or join in convening, or becounted in the quorum for any meeting of Warrant Holders.

(b) The Company may, without the consent of the Warrant Holders but in accordance with theterms of the Instrument, effect (i) any modification to the Warrants, the Warrant AgencyAgreement or the Instrument which, in the opinion of the Company and the Warrant Agent,is not materially prejudicial to the interest of the Warrant Holders or (ii) any modification tothe Warrants, the Warrant Agency Agreement or the Instrument which, in their opinion, is tocorrect a manifest error or to comply with mandatory provisions of Singapore law or (iii) anymodification to the Warrants or the Instrument which, in the opinion of the Company is tovary or replace provisions relating to the transfer or exercise of the Warrants including theissue of new Shares arising from the exercise thereof or meetings of the Warrant Holders inorder to facilitate trading in or the exercise of the Warrants or in connection with theimplementation and operation of the book-entry (scripless) settlement system in respect oftrades of the Company’s securities on the SGX-ST. Any such modification shall be bindingon the Warrant Holders and shall be notified to them in accordance with Condition 12 assoon as practicable thereafter.

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12. Notices

Each Warrant Holder 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 suchWarrant Holder shall not be entitled to receive any notices or documents. Notices to WarrantHolders shall be sent by ordinary post to their respective addresses so nominated (and in the caseof joint holdings, to the Warrant Holder whose name appears first in the Register of WarrantHolders or, where applicable, the relevant record of the Depository in respect of joint holdings).Such notices may be deemed to have been given on the date of posting. Where practicable,notices shall also be given by advertisement in a leading daily English language newspapers incirculation in Singapore. Proof of posting or despatch of any notice shall be deemed to the proofof receipt on the next Business Day after posting.

13. Notice of Expiry Date

The Company shall, not later than one month before the Expiry Date, give notice to theWarrantholders in accordance with Condition 12, of the Expiry Date.

Additionally, the Company shall not later than one month before the Expiry Date, take reasonablesteps to notify the Warrantholders in writing of the Expiry Date and such notice shall be deliveredby post to the address of the Warrantholder as recorded in the Warrant Register, or in the caseof Warrantholders whose Warrants are registered in the name of CDP, their addresses as shownin the records of CDP. Proof of posting or despatch of any notice shall be deemed to be proof ofreceipt on the next Business Day after posting.

14. Governing Law and Jurisdiction

This Instrument and the Warrants are governed by, and shall be construed in accordance with, thelaws of Singapore. The Company submits and each Warrant Holder is deemed to irrevocably andunconditionally submit to the exclusive jurisdiction of the courts of Singapore for all purposes inrelation to the Warrants and these Conditions but the foregoing shall not prevent or restrict anyof them from enforcing any judgment obtained from a Singapore court in any other jurisdiction.

NOTES:-

1. The attention of Warrant Holders is drawn to Rule 33 of The Singapore Code on Take-Overs andMergers and Section 213 of the Act, as amended from time to time. In particular, a Warrant Holdershould note that he may be under an obligation to extend a take-over offer of the Company if:–

1.1 he intends to acquire, by exercise of the Warrants, whether at one time or different times,Shares which (together with Shares owned or acquired by him or persons acting in concertwith him) carry twenty-five (25) per cent. or more of the voting rights of the Company; or

1.2 he, together with persons acting in concert with him, holds not less than twenty-five (25) percent, but not more than fifty (50) per cent. of the voting rights of the Company, and eitheralone or together with persons a4ting in concert with him, intends to acquire additionalShares by the exercise of the Warrants or otherwise in any period of twelve (12) months,increasing such rights by more than three (3) per cent.

2. The attention of the Warrant Holders is drawn to Condition 3(b) and 3(c) of the Warrants relatingto restrictions on the exercise of the Warrants.

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3. A Warrant Holder who, after exercise of his Warrant, has an interest in not less than five (5) percent, of the aggregate of the amount of the issued share capital of the Company, is under anobligation to notify the Company of his interest in the manner set out in Section 82 of the Act.

Address of theRegistrar and Warrant Agent:-

Tricor Barbinder Share Registration Services8 Cross Street

#11-00 PWC BuildingSingapore 048424

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Sch

edu

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PROVISIONS FOR MEETINGS OF WARRANT HOLDERS

1. The Company or the holders of not less than ten (10) per cent. of the Warrants for the time beingremaining unexercised may at any time convene a meeting of the Warrant Holders. Every suchmeeting shall be held at such place in Singapore as may be specified in the notice of the meeting.

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 tie day, time and place of meeting shall be givento the Warrant Holders. A copy of the notice shall be given to the Company unless the meetingshall be convened by the Company. Such notice to the Warrant Holders shall be given in themanner provided in Condition 12 of the Warrants and shall specify the terms of each ExtraordinaryResolution to be proposed.

3. At any such meeting, two (2) or more persons present being Warrant Holders or being proxies andbeing or representing in the aggregate the holders over fifty (50) per cent. of the Warrants for thetime 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 Extraordinary 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 an Extraordinary 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 Warrant Holders or being proxies andbeing or representing in the aggregate the holders of not less than seventy-five (75) per cent, ofthe Warrants 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 Warrant Holders, be dissolved. In any othercase it shall stand adjourned for such period, not being less than twenty-one (21) days nor morethan forty-two (42) days, and to such place as may be appointed by the chairman. At suchadjourned meeting two (2) or more persons present being Warrant Holders 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 thematters specified in the proviso to paragraph 3 above, the quorum shall be two (2) or morepersons present being Warrant Holders or being proxies and being or representing in theaggregate the holders of over fifty (50) per cent. of the Warrants for the time being remainingunexercised.

5. A person (who may, but need not, be a Warrant Holder) 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 fifteen (15) minutes after the timeappointed for holding such meeting, the Warrant Holders present shall choose one of their numberto be the chairman 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 meetingfrom which 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 givenin the 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) demandedby the chairman or by the Company or by one or more persons being a Warrant Holder or beinga proxy or proxies and being or representing in the aggregate the holder or holders of not less thantwo (2) per cent. 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 a particularmajority shall be conclusive evidence of such fact without proof of the number or proportion of thevotes recorded in favor 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 if 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 adjournment shall be taken atthe 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 Warrant Holders. Save as aforesaid, no person shall beentitled to attend or vote at any meeting of the Warrant Holders or to join with others in requestingthe convening of such a meeting unless he is a Warrant Holder 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 Warrant Holder or is a proxy shall have one (1) vote and (ii) on a poll, everyperson who is present shall have one vote in respect of each Warrant so held or in respectof which he is a proxy. Without prejudice to the obligations of the proxies named in anyinstrument of proxy, any person entitled to more than one (1) vote need not use all his votesor east 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 recognized in a quorum at any meeting either personally or by proxy and if more thanone of such joint holders be so present at any meeting, that of such persons so presentwhose name stands first in the Register of Warrant Holders in respect of such Warrant shallalone be entitled to vote in respect thereof. Several executors or administrators of a decasedWarrant Holder in whose name any Warrant stands shall for the purpose of this paragraph12 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 havea casting vote in addition to the vote or votes (if any) to which he may be entitled as a WarrantHolder or as a proxy.

14. The instrument appointing a proxy shall be in the usual or common form, or such other form asthe Company may approve, and shall be in writing under the hand of the appointor or of hisattorney duly authorised in writing or, if the appointor is a corporation, either under the commonseal or under the hand of an officer or attorney duly authorised and such instrument shall bedeemed to confer authority to demand or join in demanding a poll.

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15. A Warrant Holder may appoint not more than two (2) proxies to attend at the same meeting.Where a Warrant Holder appoints two (2) proxies, he must specify the proportion of his holdingof Warrants to be represented by each proxy. The proxies named in any instrument of proxy neednot be Warrant Holders.

16. The instrument appointing a proxy and the power of attorney or other authority (if any) underwhich it is signed or a notarially certified copy of such power or authority shall be deposited at theregistered office of the Company, or at such other place (if any) specified by the Company, not lessthan forty-eight (48) hours before the time appointed for holding the meeting or adjourned meetingat which the person named in the instrument proposes to vote and in default the instrument ofproxy shall not be treated as valid unless the chairman of the meeting decides otherwise beforesuch meeting or adjourned meeting proceeds to business. No instrument appointing a proxy shallbe valid after the expiration of twelve (12) months from the date stated in it as the date stated init as the date of execution. The Company shall be entitled to reject any instrument of proxy if theWarrant Holder named therein as appointor of the proxy is not shown (i) (in the case of Warrantsregistered in the name of the Depository) in the records of the Depository provided to theCompany not earlier than 48 hours prior to and not later than the commencement off the relevantmeeting of Warrant Holders, to have any Warrants credited to his Securities Account and (ii) (inany case) as at the date of the relevant meeting and not later than the commencement thereof tohave any Warrants registered in his name in the Register of Warrant Holders.

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 theWarrant Holders’ instructions pursuant to which it was executed, provided that no notice in writingof such revocation or amendment shall have been received by the Company at its registeredoffice (or such other place as may have been specified by the Company for the proposal) or bythe chairman of the meeting in each case by the time being 48 hours before the time appointedfor holding the meeting or adjourned meeting at which the instrument of proxy is to be used.

18. A meeting of the Warrant Holders shall, in addition to the powers given above and any otherpowers, but without prejudice to any powers conferred on other persons by this Instrument or theWarrants, have the following powers, exercisable by Extraordinary 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 Warrant Holders against theCompany or against any of its property whether such rights shall arise under the Warrants,this Instrument or otherwise;

(b) power to assent to any modification of the provisions contained in this Instrument or theWarrants;

(c) power to give any authority or sanction which under the provisions of this Instrument or theWarrants is required to be given by Extraordinary Resolution;

(d) power to appoint any persons (whether Warrant Holders or not) as a committee orcommittees to represent the interests of the Warrant Holders and to confer upon suchcommittee or committees any powers or discretion which the Warrant Holders couldthemselves exercise by Extraordinary 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 Warrant Holders duly convened and held in accordancewith this Instrument shall be binding upon all the Warrant Holders whether present or not presentat such 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 the Warrant

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Holders shall be published in accordance with Condition 12 of the Warrants by the Companywithin fourteen (14) days of the passing of such resolution, provided that the non-publication ofsuch notice shall not invalidate such resolution.

20. The expression “Extraordinary Resolution” when used in this Instrument means a resolutionpassed at a meeting of the Warrant Holders duly convened and held in accordance with theprovisions contained herein by a majority consisting of not less than three-fourths 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 suchresolutions were passed or proceedings transacted or by the chairman of the next succeedingmeeting of the Warrant Holders, 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 thereof to have been duly passed ortransacted.

22. For the purposes of determining the number of Warrants held in respect of Warrants registeredin the name of the Depository and the number off votes which a particular Warrant Holder maycast in respect of such Warrants, the Company shall be entitled and bound to accept as accuratethe number of Warrants credited to the Securities Account(s) of the relevant Depositor, as shownin the records of the Depository as at a time not earlier than forty-eight (48) hours prior to the timeof the relevant meeting, supplied by the Depository to the Company, and to accept as themaximum number of votes which in aggregate that Depositor and his proxy(ies) (if any) are ableto cast on a poll a number which is the number of Warrants credited to the Securities 4ccount(s)of the relevant Depositor, as shown in the aforementioned records of the Depository, whether thatnumber is greater or smaller than that specified by the Depositor or in the instrument of proxy andnotwithstanding notice express or implied to the contrary or any other matter. The Company shallnot under any circumstances be responsible for, or liable to any person as a result of it, actingupon or relying on the aforementioned records of the Depository.

IN WITNESS WHEREOF the Company has caused its Common Seal to be affixed hereto the day andyear first above written.

The Common Seal of )

THE LEXICON GROUP LIMITED )

was hereunto affixed in the presence of:– )

Director

Director/Secretary

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SNP Security Printing Pte Ltd FP07-0925-1401

sixteenth schedule of the securities and futures...

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