BEST WORLD INTERNATIONAL LIMITED

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1 EXECUTION COPY THIS 18 TH DAY OF JUNE 2010 BEST WORLD INTERNATIONAL LIMITED DEED POLL constituting up to 41,249,999 Warrants, to subscribe for up to 41,249,999 New Shares in the capital of Best World International Limited ADVOCATES & SOLICITORS 1 Robinson Road #18-00 AIA Tower Singapore

2 TABLE OF CONTENTS Clause Heading Page 1. INTERPRETATION ISSUE OF WARRANTS COVENANT TO OBSERVE PROVISIONS OF THIS DEED POLL AND WARRANTS RIGHTS OF WARRANTHOLDERS MEETINGS OF WARRANTHOLDERS NOTICES TO WARRANTHOLDERS AND COMPANY DOCUMENTS PAYMENT OF TAXES AND DUTIES UNDERTAKINGS GENERAL GOVERNING LAW THE FIRST SCHEDULE FORM OF WARRANT THE SECOND SCHEDULE TERMS AND CONDITIONS OF THE WARRANTS DEFINITIONS SUBSCRIPTION RIGHTS PROCEDURE FOR EXERCISE OF WARRANTS ADJUSTMENTS STATUS OF SHARES WARRANT AGENT NOT ACTING FOR THE WARRANTHOLDERS MEETINGS OF WARRANTHOLDERS AND MODIFICATION NOTICES NOTICE OF EXPIRY DATE WINDING-UP OF THE COMPANY FURTHER ISSUES STAMP DUTY ON EXERCISE OF WARRANTS EXCLUSION OF EQUITIES CONTRACTS (RIGHTS OF THIRD PARTIES) ACT GOVERNING LAW AND JURISDICTION THE THIRD SCHEDULE EXERCISE NOTICE THE FOURTH SCHEDULE PROVISION FOR MEETINGS OF WARRANTHOLDERS

3 THIS DEED POLL is executed on 18 th June 2010 by BEST WORLD INTERNATIONAL LIMITED, a company incorporated in Singapore and having its registered office at 1 Changi North Street 1 Lobby 2, Singapore (the Company ). WHEREAS: The Company has been duly authorised by resolutions of its shareholders passed at the Company s annual general meeting held on 30 April 2010 and by resolutions of the Board of Directors passed on 4 June 2010, and has determined to (a) issue up to 41,249,999 Warrants (as defined herein), each Warrant carrying the right to subscribe for one (1) new ordinary share in the capital of the Company (the New Share ), on the basis of one (1) Warrant for every five (5) existing ordinary shares held in the capital of the Company (fractional entitlements to be disregarded) and (b) execute this Deed Poll for the protection of the rights and interests of the holders for the time being of the Warrants. NOW THIS DEED POLL WITNESSETH as follows: 1. INTERPRETATION 1.1 In this Deed Poll and in the Conditions, unless there is something in the subject matter or context inconsistent therewith, the words and expressions set out below shall bear the following meanings: Account Holder means a person who has an account directly with CDP and not through a Depository Agent; Act means the Companies Act, Chapter 50 of Singapore, including all amendments and modifications thereto from time to time; Books Closure Date means 5 July 2010 at and on which the Register of Members and the Share Transfer Books of the Company will be closed for the purpose of determining the provisional allotments of Warrants of Entitled Shareholders under the Proposed Bonus Warrants Issue; CDP means The Central Depository (Pte) Limited and any other corporation which agrees with the Company to act as Depository in respect of the Warrants including its successors in title and, where the context so requires, shall include any person specified by it in a notice given to the Company as its nominee; Company means Best World International Limited; Conditions means the terms and conditions of issue of the Warrants in the form or substantially in the form set out in the Second Schedule hereto as the same may from time to time be modified in accordance with the provisions of this Deed Poll and Condition refers to the relative numbered paragraph of the Conditions; Deed Poll means this Deed Poll and the schedules hereto (as from time to time modified in accordance with the terms hereof) and includes any instrument which is executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and express to be supplemental hereto; Depositor means an Account Holder or a Depository Agent but does not include a Subaccount Holder; Depository has the meaning ascribed thereto in Section 130A of the Act; 3

4 Depository Agent has the meaning ascribed thereto in Section 130A of the Act; Depository Register means the register maintained by CDP pursuant to Division 7A of Part IV of the Act in respect of the Warrants registered in the name of CDP; Director(s) means the directors (including alternate directors) for the time being of the Company; Entitled Shareholders means the Shareholders of the Company as at the Books Closure Date, other than those whose registered addresses with the Company or the CDP, as the case may be, are outside Singapore and who have, at least three (3) Market Days prior to the Books Closure Date, provided the Company or the CDP, as the case may be, with an address in Singapore for the service of notices or documents; Exercise Period means the period during which Warrants may be exercised commencing on and including the date six (6) months from the date of listing of the Warrants on the Official List of the Main Board of the SGX-ST and expiring at 5.00 p.m. on the date immediately preceding the third (3rd) anniversary of the date of issue of the Warrants unless such date is a date on which the register of members of the Company and/or the Register are closed or is not a Market Day, then the date of expiry of the Warrants shall be on the Market Day immediately preceding the date of closure of the register of members of the Company and/or the Register, as the case may be, but excluding such period(s) during which the register of members of the Company and/or the Register may be closed pursuant to the Conditions; Exercise Price means the sum payable in respect of each New Share to which the Warrantholder will be entitled to subscribe upon exercise of the Warrants which shall be S$0.30, or such adjusted price as may for the time being be applicable in accordance with the terms and conditions as set out in the Deed Poll, unless prevailing laws and regulations allow otherwise; Extraordinary Resolution has the meaning set out in paragraph 21 of the Fourth Schedule; Last Dealt Price means, in relation to a Share on a relevant Market Day, the average of the last dealt price per Share for one (1) or more board lots of Shares on each of the five (5) preceding Market days up to and including that Market Day on which there is trading of the Shares on the SGX-ST; Market Day means a day on which the SGX-ST is open for trading of securities in Singapore; month means a period beginning in one (1) calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started provided that if there is no such numerically corresponding day it shall end on the last day of such next calendar month; New Shares means up to 41,249,999 new Shares and such additional Shares as may be required to be issued pursuant to the Conditions, and which are to be issued credited as fully paid upon exercise of the Warrants; Register means the Register referred to in Condition 3(g); S$ means the lawful currency of Singapore; 4

5 Securities Account means a securities account maintained by a Depositor with CDP but not including a securities sub-account maintained with a Depository Agent; SGX-ST means the Singapore Exchange Securities Trading Limited; Share(s) means ordinary share(s) in the capital of the Company; Shareholders means the registered holders of Shares in the register of members of the Company or, where applicable, the term Shareholders shall, in relation to such Shares and where the context admits, mean the Depositors who have Shares entered against their names in the Depository Register. Any reference to Shares held by or shareholdings of Shareholders shall include Shares standing to the credit of their respective Securities Accounts; Sub-account Holder means a holder of an account maintained with a Depository Agent; unexercised means, in relation to the Warrants, all Warrants which have been issued pursuant to this Deed Poll for so long as such Warrants shall not have lapsed in accordance with Conditions 2(d) or 9 other than (i) those which have been exercised in accordance with the Conditions, (ii) Warrants which have been cancelled pursuant to the provisions of this Deed Poll, and (iii) Warrants represented by Warrant Certificates which have been lost, stolen, mutilated, defaced or destroyed and in respect of which replacement Warrants have been issued; provided that for the purposes of the right to attend and vote at any meeting of Warrantholders and the determination of how many and which Warrants for the time being remain unexercised for the purposes of Condition 7 and paragraphs 1, 3 and 8 of the Fourth Schedule, those Warrants (if any) which have not been exercised but have been lodged for exercise (whether or not the Conditions relating to such exercise have been or will be fulfilled) shall not unless and until withdrawn from lodgment be deemed to remain unexercised; Warrant Agency Agreement means the warrant agency agreement dated 18 June 2010 executed by the Company and the Warrant Agent appointing the Warrant Agent to act in connection with the Warrants and their exercise as the same may be modified from time to time by the parties thereto, and includes any other agreement (whether made pursuant to the terms of the Warrant Agency Agreement or otherwise) appointing any replacement or additional Warrant agents, registrar or amending or modifying the terms of such appointment; Warrant Agent means Tricor Barbinder Share Registration Services of 8 Cross Street #11-00, PWC Building, Singapore and its successors in title or such other warrant agent for the Warrants as may from time to time be appointed by the Company under the Warrant Agency Agreement; Warrant Certificates means the definitive certificates to be issued in respect of the Warrants in the form or substantially in the form set out in the First Schedule as may from time to time be modified in accordance with the provisions set out herein; Warrantholder means the registered holders of the Warrants, except that where the registered holder is CDP, the term Warrantholders shall, in relation to Warrants registered in the name of CDP, include, where the context requires, such Depositor whose Securities Account(s) with CDP are credited with the Warrants and provided that for the purposes of the Second Schedule of this Deed Poll relating to meeting of Warrantholders, such Warrantholders shall mean those Depositors having Warrants credited to their Securities Account(s) as shown in the records of CDP as at a time not earlier than 48 hours prior to the time of a meeting of Warrantholders supplied by CDP to 5

6 the Company and the word holder or holders in relation to the Warrants shall be construed accordingly; and Warrants means the rights created by this Deed Poll entitling the Warrantholders, by way of exercise thereof, to subscribe for New Shares on the terms set out in this Deed Poll and the Conditions. 1.2 Unless the context otherwise requires, terms importing the singular number only shall include the plural and vice versa and terms importing persons shall include bodies corporate and unincorporate and terms importing one gender only shall include the other gender. 1.3 References in this Deed Poll to Clauses and Schedules shall be construed as references to the Clauses of and the Schedules to this Deed Poll and any reference to a sub-clause shall be construed as a reference to the relevant sub-clause of the Clause in which such reference appears. 1.4 The headings in this Deed Poll are inserted only for convenience of reference and shall not affect the construction nor the interpretation hereof. 1.5 Unless the context otherwise requires, words and expressions in this Deed Poll shall bear the same meaning as defined in the Act. 1.6 References in this Deed Poll to any agreement or instrument (including this Deed Poll) shall be deemed to be a reference to that agreement or instrument as in force and effect at the relevant time and as modified from time to time in accordance with the provisions contained therein. 1.7 References in this Deed Poll to any statute, ordinance, rule or regulation or a provision of any statute, ordinance, rule or regulation shall be deemed to include a reference to any modification or re-enactment thereof and shall include any gazette, order, instrument or other subsidiary legislation made under the relevant statute or ordinance. References to time in this Deed Poll shall be deemed to be a reference to Singapore time. 2. ISSUE OF WARRANTS 2.1 The Company hereby agrees to create and issue up to 41,249,999 Warrants and such additional Warrants as may be required to be issued pursuant to the Conditions, each Warrant, subject to the provisions of this Deed Poll and the Conditions, entitling the Warrantholder to subscribe, at any time and from time to time during the Exercise Period, for one (1) New Share at a price per New Share equal to the Exercise Price. 2.2 The Warrants shall be issued in registered form in the form of definitive Warrant Certificates. The Warrant Certificates shall be in or substantially in the form set out in the First Schedule and shall have endorsed thereon the Conditions in or substantially in the form set out in the Second Schedule. 2.3 The Warrant Certificates shall bear the signatures of any two (2) Directors or a Director and the Secretary of the Company. If authorised by its Memorandum and Articles of Association, the Company may use the facsimile signature of any person who shall have been or who shall be a Director or Secretary notwithstanding the fact that such person shall have ceased to hold such office at the date of issue of the Warrant Certificates and the Warrant Certificates so issued bearing such signatures shall constitute valid and binding obligations of the Company. 6

7 2.4 Any Warrant issued as a result of an adjustment made under the Conditions shall be part of the series of Warrants constituted by this Deed Poll and shall be issued subject to and with the benefit of this Deed Poll. The certificates relating to such Warrants shall be in such form and issued on such terms as the Company may decide. 2.5 The Warrants shall be transferable in accordance with the Conditions. 2.6 In the event that either (i) the rules of the listing manual of the SGX-ST (as may be amended, supplemented or revised from time to time) in relation to the requirement for a sufficient spread of holdings to provide for an orderly market in the securities market is not met, or (ii) for whatsoever reasons the Warrants are not listed and quoted on the SGX-ST, the Company hereby reserves the right to amend, under Condition 7(b) of the Warrants, the terms and conditions of the Warrants as may be necessary having regard that the Warrants are not listed and quoted and/or traded through or on the SGX-ST. 3. COVENANT TO OBSERVE PROVISIONS OF THIS DEED POLL AND WARRANTS 3.1 The Company hereby acknowledges and covenants with any person who is from time to time a Warrantholder: (a) (b) (c) to observe and perform the obligations of the Company hereunder and comply with the provisions of the Warrants (including the Conditions) in all respects; that the benefit of the covenants, obligations and conditions on its part or binding upon it contained in this Deed Poll shall enure to each and every Warrantholder; and that each and every Warrantholder shall be entitled severally to enforce the said covenants, obligations and conditions against the Company insofar as each such Warrantholder s Warrants are concerned, without the need to join the Warrant Agent, any intervening or any other Warrantholder, CDP or any other person, and on its behalf and for its own benefit enforce, institute and maintain any suit, action or proceeding against the Company for the purpose of enforcing the Warrantholder s rights under the Warrants. 3.2 The Warrants shall be held subject to the provisions of this Deed Poll and the Conditions which shall be binding on the Company and on the Warrantholders and on all persons claiming through or under them respectively. 4. RIGHTS OF WARRANTHOLDERS 4.1 Except as required or provided by law, the Company may deem and treat (where a Warrant is registered in the name of a person other than CDP) the registered holder of the Warrant as the holder of all the rights and interests therein and (where the Warrant is registered in the name of CDP) the Depositor against whose name the Warrant is entered in the Depository Register as the holder of all the rights and interests in the number of Warrants so entered notwithstanding any notice of ownership or writing on any Warrant Certificate or notice of any previous loss or theft of any Warrant Certificate or any irregularity or error in the Depository Register or records of CDP or any express notice to the Company or the Warrant Agent or any other related matters. Any statement, confirmation, note or other communication issued by CDP to any Warrantholder (as made available to the Company) or certificate, direction or other communication issued by CDP to any Warrantholder or to the Company relating to the Warrants or a 7

8 Warrantholder shall, without prejudice to any other means of producing it in evidence, be conclusive evidence of the Depository Register or the records of CDP as the case may be. The Company and the Warrant Agent shall not be liable in any way whatsoever for any loss or damage incurred or suffered by any Warrantholder as a result of or in connection with reliance by the Company, the Warrant Agent or any other persons upon the Depository Register and information or statements or certificates supplied by CDP. 4.2 The Warrants shall not, pending valid exercise, entitle the Warrantholders to any of the rights of holders of the Shares. 4.3 If two or more persons are entered in the Register or (as the case may be) the records maintained by CDP, as joint holders of any Warrant, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the following provisions: (a) (b) (c) (d) the Company shall not be bound to register more than two (2) persons as the registered joint holders of any Warrant but this provision shall not apply in the case of executors or trustees of a deceased Warrantholder; joint holders of any Warrant whose names are entered in the Register or (as the case may be) the relevant records maintained by CDP shall be treated as one (1) Warrantholder; the Company shall not be bound to issue more than one (1) Warrant Certificate for a Warrant registered jointly in the names of several persons and delivery of a Warrant Certificate to the joint holder whose name stands first in the Register or (as the case may be) the relevant records maintained by CDP shall be sufficient delivery to all; and the joint holders of any Warrant whose names are entered in the Register or (as the case may be) the relevant records maintained by CDP shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such Warrant. 5. MEETINGS OF WARRANTHOLDERS The provisions of the Fourth Schedule shall have effect in relation to meetings of Warrantholders. 6. NOTICES TO WARRANTHOLDERS AND COMPANY 6.1 All notices to Warrantholders will be duly given if the same are given in accordance with Condition Any notice or demand to the Company required to be given, made or served for any purpose of these presents shall be given, made or served by sending the same by prepaid post (ordinary mail if inland, airmail if overseas, if any), or by telegram, cable, telex or fax, in each case to be confirmed by a copy forthwith sent by pre-paid post as aforesaid, or by delivering the same by hand to the Company, as the case may be, at its address set out at the beginning of this Deed Poll or such other address as is notified by it from time to time to the Warrantholders in accordance with Condition 8. 8

9 7. DOCUMENTS The Company shall provide to the Warrant Agent sufficient copies of all documents required by the Conditions to be available for inspection. 8. PAYMENT OF TAXES AND DUTIES The Company agrees to pay all and any stamp duties and other similar taxes or other duties including interest and penalties, payable in Singapore, which may be imposed with respect to the execution and delivery of this Deed Poll and the Warrants and the issue of the Warrant Certificates in respect of the issue of up to the maximum number of Warrants stated in Clause 2. Each Warrantholder shall be responsible for any stamp duty, similar duty or tax or other fee (including those payable to CDP) on or arising from the exercise of the Warrants, the allotment of the New Shares to the Warrantholder or to CDP for the Warrantholder s account and the issue of the Share certificates and balancing Warrant Certificates (if any, where a Warrantholder exercises Warrants registered in his own name). If any Warrantholder shall take any proceedings in Singapore to enforce the obligations of the Company under this Deed Poll or under the Warrants or any of them and for the purposes of such proceedings this Deed Poll or any Warrant is required to be tendered as evidence in a Singapore court, the Company shall be liable for all stamp duties or other similar duties or taxes which may be payable on or in respect of this Deed Poll or such Warrants in connection with such proceedings. The Company shall not be liable for or otherwise obliged to pay any tax, duty, levy or brokerage, withholding or other payment or fee which may arise as a result of the ownership, transfer or exercise of any Warrant. 9. UNDERTAKINGS 9.1 So long as any Warrant remains unexercised, the Company shall: (a) (b) (c) (d) (e) in so far as the Warrants are listed and quoted on the SGX-ST, use its best endeavours to (i) obtain and maintain the listing of the Warrants and New Shares immediately upon issue; and (ii) make all necessary applications for the listing of such further Warrants as are issued pursuant to Condition 4 (in each such case) on the SGX-ST and comply with all requirements that may be imposed on it in connection therewith; at all times maintain a Warrant Agent having an office in Singapore; give or cause the Warrant Agent to give notice to the Warrantholders in accordance with Condition 8 of any adjustment to the Exercise Price or to the number of Warrants held by any Warrantholder; comply with all its obligations under the Warrant Agency Agreement and use its best endeavours to procure that the Warrant Agent observes and complies with all its obligations under the Warrant Agency Agreement; and procure that this Deed Poll be made available at all reasonable time(s) for inspection by the Warrantholders. 10. GENERAL 9

10 10.1 Subject only to the power of the Company to amend the Conditions or this Deed Poll in accordance with Condition 7(b), any modification of, or amendment to this Deed Poll may be effected only by further deed poll, executed by the Company and expressed to be supplemental hereto, and only if it shall first have been sanctioned by an Extraordinary Resolution of the Warrantholders A memorandum of every such supplemental deed shall be endorsed on this Deed Poll Notice of every modification to this Deed Poll shall be given by the Company to the Warrantholders in accordance with Condition For the avoidance of doubt no person other than a Warrantholder shall have any claim against the Company under this Deed Poll or the Warrants In respect of Warrants registered in the name of CDP and subject to any applicable law, each Warrantholder is deemed to agree and undertake to comply with all terms and conditions of CDP at any time and from time to time applicable to or in connection with such Warrants, as the same may be amended from time to time. 11. GOVERNING LAW This Deed Poll is governed by and will be construed in accordance with the laws of Singapore and the Company hereby submits (and each of the Warrantholders and, if CDP is named in the Register as a holder of Warrants, CDP is deemed to submit) to the non-exclusive jurisdiction of the Courts of Singapore. 10

11 THE FIRST SCHEDULE FORM OF WARRANT BEST WORLD INTERNATIONAL LIMITED (Incorporated in the Republic of Singapore) Registered Office 1 Changi North Street 1 Lobby 2, Singapore (Company Registration Number Z) WARRANT CERTIFICATE in respect of WARRANTS TO SUBSCRIBE FOR SHARES IN BEST WORLD INTERNATIONAL LIMITED THIS IS TO CERTIFY THAT [NAME OF REGISTERED HOLDER] Certificate No:... No. of Warrants:... the above-mentioned person(s) is/are the registered holder(s) of the above-mentioned number of Warrants and is/are (unless otherwise specified hereafter) entitled in accordance with the terms and conditions of issue of the Warrants (the Conditions ) endorsed hereon and subject to adjustments in certain circumstances, to subscribe for shares (the Shares ) in BEST WOLRD INTERNATIONAL LIMITED (the Company ) at the under-mentioned Exercise Price at any time commencing on and including the date six (6) months from the date of listing of the Warrants on the Official List of the Main Board of the SGX-ST but subject to the Conditions, not later than 5.00p.m. on the date immediately preceding the third (3rd) anniversary of the date of issue of the Warrants, unless such date is a date on which the register of members of the Company and/or the Register (as defined in the Deed Poll referred to below) are closed or is not a Market Day (as defined in the Deed Poll referred to below), the Market Day immediately preceding the closure of the register of members of the Company and/or the Register, as the case may be, but excluding such period(s) during which the register of members of the Company and/or the Register may be closed pursuant to the Conditions. Where the registered holder of this Warrant Certificate is The Central Depository (Pte) Limited ( CDP ) then the subscription rights hereby represented are exercisable only by the Depositor (as defined in the Deed Poll referred to below) for whose account the relevant Warrants are held by CDP. The Warrants represented by this Warrant Certificate form part of the up to 41,249,999 Warrants to subscribe for Shares pursuant to a general share issue mandate to allot and issue Shares and Warrants, granted to the directors of the Company by the shareholders of the Company during the annual general meeting of the Company convened on 30 April 2010 and undertaken by the Company. The Warrants are issued subject to and with the benefit of an instrument of Deed Poll dated 18 June 2010 executed by the Company. Warrantholders shall be deemed to have notice of all the provisions contained in the Deed Poll which shall be binding on all Warrantholders. 11

12 IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by signature manually or in facsimile by authorised persons on its behalf. Issued in Singapore on For and on behalf of BEST WORLD INTERNATIONAL LIMITED Director Director/Secretary Notes: (1) The Exercise Price means the sum payable in respect of each Share to which each Warrantholder is entitled to subscribe upon exercise of the Warrant, such price being initially S$0.30 and subject to adjustment in accordance with the Conditions overleaf. (2) No transfer of these Warrants or any part thereof may be registered without the production of this Warrant Certificate to the Warrant Agent, Tricor Barbinder Share Registration Services of 8 Cross Street #11-00, PWC Building, Singapore

13 THE SECOND SCHEDULE TERMS AND CONDITIONS OF THE WARRANTS The warrants to subscribe for new ordinary shares in the capital of Best World International Limited (the Company ), are issued pursuant to the proposal to undertake an issue of bonus warrants (the Proposed Bonus Warrants Issue ) of up to 41,249,999 non-renounceable bonus warrants, each Warrant carrying the right to subscribe for one (1) New Share (as defined below) at the Exercise Price (as defined below) of S$0.30 for each New Share, on the basis of one (1) Warrant for every five (5) Shares (as defined below) held by the Entitled Shareholders (as defined below) as at the Books Closure Date (as defined below), fractional entitlements to be disregarded. A general mandate to allot and issue Shares was granted at the annual general meeting of the Company ( AGM ) held on 30 April 2010, by way of an ordinary resolution passed by the Shareholders (the Share Issue Mandate ). The ordinary resolution passed is as follows: Authority to issue shares That pursuant to Section 161 of the Companies Act, Cap 50 (the Act ) and the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be and is hereby given to the Directors to: (a) (b) issue shares in the capital of the Company ( shares ) whether by way of rights (including renounceable and non-renounceable rights), bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments ) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that: (i) (ii) (iii) (subject to sub-paragraph (ii) pertaining to pro rata renounceable rights issue) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (iii) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (iii) below); In relation to pro rata renounceable rights issue, the aggregate number of shares to be issued pursuant to this Resolution does not exceed 100% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (iii) below); (subject to such method of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited ( SGX-ST )) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraphs (i) and (ii) above, the percentage of issued shares shall be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company as at the date this Resolution is passed after adjusting for new shares 13

14 arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed and any subsequent bonus issue, consolidation or subdivision of the Company s shares; (iv) (v) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST (including supplemental measures hereto) for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and unless earlier revoked or varied by the Company in general meeting, the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier. The Proposed Bonus Warrants Issue is made under the authority of the Share Issue Mandate. The Proposed Bonus Warrants Issue has also been authorised by the resolutions of the Board of Directors (the Board ) passed on 4 June The statements in these Conditions (as defined in the Deed Poll) include summaries of, and are subject to, the detailed provisions of the Deed Poll. Copies of the Deed Poll are available for inspection at the specified office of the warrant agent referred to in Condition 3(f) (the Warrant Agent ). The Warrantholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all provisions of the Deed Poll. 1. DEFINITIONS In these Conditions: (a) (b) (c) (d) (e) (f) (g) Approved Person means any financial adviser or certified public accountant (other than the Auditors, as defined herein) in Singapore of repute and selected by the Directors; Auditors means the auditors for the time being of the Company, or if there shall be joint auditors, any one or more of such auditors or, in the event of their being unable or unwilling to carry out any action requested of them pursuant to the provisions of the Deed Poll or the Conditions, such other auditors as may be nominated by the Company; Business Day means a day (other than a Saturday and Sunday) on which banks, the SGX-ST, CDP and the Warrant Agent are open for business in Singapore; CPF means the Central Provident Fund; CPF Act means the Central Provident Fund Act, Chapter 36, of Singapore, as the same may be modified, amended or supplemented from time to time; CPF Approved Bank means any bank appointed by the CPF Board to be a bank for the purposes of the CPF Regulations; CPF Board means the Board of the CPF established pursuant to the CPF Act; 14

15 (h) (i) (j) (k) (l) (m) (n) (o) CPF Investment Account means an account opened by a member of CPF with a CPF Approved Bank from which money may be withdrawn for, inter alia, payment of the Exercise Price in connection with the exercise of the Warrants; CPF Regulations means the Central Provident Fund (Investment Schemes) Regulations, as the same may be modified, amended or supplemented from time to time; Deed Poll means the deed poll to be executed by the Company constituting the Warrants and containing, inter alia, provisions for the protection of the rights and interests of the Warrantholders; Exercise Date shall have the meaning ascribed to it in Condition 3(c); Exercise Notice means, in relation to any Warrant, the notice (for the time being current) available from the Warrant Agent to be given by the Warrantholder to the Company for the exercise of the Warrants, in the form or substantially in the form set out in the Third Schedule or such other form as may be required by CDP and agreed by the Company; Listing Manual means the listing manual of the SGX-ST, as may be amended, supplemented or revised from time to time; Special Account means the account maintained by the Company with a bank in Singapore for the purpose of crediting monies paid by Warrantholders who exercise their Warrants towards satisfaction of the Exercise Price; and the terms Account Holder, Act, Books Closure Date, CDP, Conditions Depositor, Depository, Depository Agent, Depository Register, Directors, Entitled Shareholders, Exercise Period, Exercise Price, Last Dealt Price Market Day, New Shares Register, S$, Securities Account, SGX-ST, Shareholders, Shares, Sub-account Holder, unexercised, Warrant Certificates, Warrantholder and Warrants have the meaning ascribed thereto in the Deed Poll. 2. SUBSCRIPTION RIGHTS 2(a) 2(b) 2(c) The Warrantholders shall have the right by way of exercise of the Warrants held by them, at any time during the Exercise Period, in the manner set out in Condition 3 below and otherwise on the terms of and subject to these Conditions, to subscribe for the number of Shares referred to in Condition 2(b) below at the Exercise Price on the Exercise Date (as defined in Condition 3(c) below) applicable below to such Warrant. The Exercise Price shall, on the Exercise Date, be applied towards payment for the Shares to be issued on the exercise of the relevant Warrant. Each Warrant shall, following its exercise in accordance with these Conditions, be cancelled by the Company. Each Warrant shall entitle the Warrantholder to subscribe for one (1) New Share upon the exercise thereof. No fraction of a Share shall be allotted. The Exercise Period means the period during which Warrants may be exercised commencing on and including the date six (6) months from the date of listing of the Warrants on the Official List of the Main Board of the SGX-ST and expiring at 5.00 p.m. on the date immediately preceding the third (3rd) anniversary on the date of issue of the Warrants, unless such date is a date on which the register of members of the Company and/or the Register are closed or is not a Market Day, in which event the exercise period shall end on the Market Day immediately preceding the closure of the register of 15

16 members of the Company and/or the Register (the Expiry Date ), as the case may be, but excluding such period(s) during which the register of members of the Company and/or the Register may be closed pursuant to the terms and conditions of the Warrants as set out in the Deed Poll. 2(d) 2(e) At the expiry of the Exercise Period, any Warrant which has not been exercised, including any Warrant in respect of which the Exercise Notice shall not have been duly completed and delivered in the manner set out in Condition 3 below, will lapse and cease to be valid for all purposes. The Company shall, not later than one (1) month before the expiry of the Exercise Period: (i) (ii) give notice to the Warrantholders in accordance with Condition 8 below of the expiry of the Exercise Period and announce the same to the SGX-ST; and take reasonable steps to despatch to the Warrantholders notices in writing to their addresses recorded in the Register or the Depository Register, as the case may be, of the expiry of the Exercise Period. Without prejudice to the generality of the foregoing, Warrantholders who acquire Warrants after the notice of the expiry of the Exercise Period has been given in accordance with the aforementioned, shall be deemed to have notice of the expiry of the Exercise Period, so long as such notice has been given in accordance with Condition 8 below. For the avoidance of doubt, neither the Company nor the Warrant Agent shall in any way be responsible or liable for any claims, proceedings, costs or expenses arising from the failure by the purchaser of the Warrants to be aware of or to receive such notification. 3. PROCEDURE FOR EXERCISE OF WARRANTS 3(a) Lodgment Conditions In order to exercise the Warrants, the Warrantholder must fulfil the following conditions: (i) Lodgment of Warrant Certificates and Exercise Notice Lodgment during normal business hours (that is, from 9.00 a.m. to 3.00 p.m., save for the Expiry Date in which case such hours shall be from 9.00 a.m. to 5.00 p.m.) on any Business Day during the Exercise Period so as to be received at the specified office of the Warrant Agent of the relevant Warrant Certificate registered in the name of the exercising Warrantholder or CDP (as the case may be) and an Exercise Notice, copies of which may be obtained from the Warrant Agent and which are in the form or substantially in the form prescribed by the Deed Poll, duly completed in accordance with the instructions on such form and signed by, or on behalf of, the exercising Warrantholder and duly stamped in accordance with any law for the time being in force relating to stamp duty, provided always that the Warrant Agent may dispense with or defer the production of the relevant Warrant Certificate if it is registered in the name of CDP; (ii) Further Evidence The furnishing of such evidence as the Warrant Agent may require to determine or verify due execution of the Exercise Notice by or on behalf of the exercising Warrantholder (including any joint holder) or otherwise to ensure the due exercise of the Warrants and such other evidence as the Company may require 16

17 to verify due compliance with and for the purposes of administering and implementing the provisions set out in these Conditions; (iii) Payment of Exercise Price The payment of the Exercise Price in accordance with the provisions of Condition 3(b) below; (iv) Fees and Expenses The payment of any fee or expenses payable to CDP and of any stamp, issue, registration or other similar taxes or duties arising on the exercise of the relevant Warrant; and (v) Other Requirements The payment of the expenses for, and the submission of any necessary document required in order to effect, the registration of the New Shares in the name of the exercising Warrantholder or CDP (as the case may be) and the delivery of the certificates for such New Shares and any property or other securities to be delivered upon exercise of the relevant Warrants to the place specified by the exercising Warrantholder in the Exercise Notice or to CDP (as the case may be). WARRANTS REGISTERED IN CDP S NAME In addition, any exercise of Warrants registered in the name of CDP shall be conditional on: (aa) (bb) the number of Warrants so exercised being credited to the Free Balance of the Securities Account of the exercising Warrantholder and remaining balance so credited until the relevant Exercise Date; and the relevant Exercise Notice specifying that the New Shares arising on exercise of the Warrants are to be credited to the Securities Account of the exercising Warrantholder or, in the case where funds standing to the credit of a CPF Investment Account are to be used for the payment of the Exercise Price, are to be credited to the Securities Account of the nominee company of the CPF Approved Bank as specified in the Exercise Notice, failing which the Exercise Notice shall be void and all rights of the exercising Warrantholder and of any other person thereunder shall cease. NON-COMPLIANCE WITH LODGMENT CONDITIONS An Exercise Notice which does not comply with the conditions above shall be void for all purposes. Warrantholders whose Warrants are registered in the name of CDP irrevocably authorise the Company and the Warrant Agent to obtain from CDP and to rely upon such information and documents as the Company or the Warrant Agent deems necessary to satisfy itself that all the above-mentioned conditions have been fulfilled and such other information as the Company or the Warrant Agent may require in accordance with these Conditions and the Deed Poll and to take such steps as may be required by CDP in connection with the operation of the Securities Account of any Warrantholder. Provided that the Company and the Warrant Agent shall not be liable in any way whatsoever for any loss or damage incurred or suffered by any Warrantholder as a result of or in connection with reliance by the Company, the Warrant Agent or any other person upon 17

18 the Depository Register or the records of and information supplied by or statements or certificates of CDP. Once all the above-mentioned conditions (where applicable) have been fulfilled, the relevant Warrant Certificate (if any), Exercise Notice and any money tendered in or towards payment of the Exercise Price in accordance with Condition 3(b) below may not be withdrawn without the consent in writing of the Company. 3(b) Payment of Exercise Price Payment of the Exercise Price shall be made in full in respect of the Warrants exercised to the Warrant Agent at its specified office in the form of: (i) (ii) (iii) a remittance in Singapore currency by banker s draft or cashier s order drawn on a bank operating in Singapore in favour of the Company; or by debiting the relevant Warrantholder s CPF Investment Account with the CPF Approved Bank as specified in the Exercise Notice, for the credit of the Company; or partly in the form of remittance in accordance with (i) above and/or partly by debiting such Warrantholder s CPF Investment Account with the CPF Approved Bank in accordance with (ii) above for the credit of the Special Account such that the aggregate amount of such remittance and/or the amount debited by the CPF Approved Bank is equal to the full amount of the Exercise Price payable in respect of the Warrants exercised. Provided always that: (aa) (bb) all payments shall be made free of any foreign exchange commission, remittance charge or other deduction and any banker s draft or cashier s order shall be endorsed on the reverse side with the number of Warrants exercised and, if the relevant Warrant Certificate is registered in the name of a person other than CDP, the certificate number of the relevant Warrant Certificate or, if the relevant Warrant Certificate is registered in the name of CDP, the Securities Account number of the exercising Warrantholder which is to be debited with the number of Warrants being exercised and the name of the exercising Warrantholder; and in each case compliance must also be made with any exchange control or other statutory requirement for the time being applicable. If any of the foregoing provisions are not complied with, the Warrant Agent may, at its absolute discretion and without liability to itself or the Company, refuse to recognise the relevant payment as relating to the exercise of any particular Warrant, and the exercise of the relevant Warrants may be delayed accordingly or be treated as invalid. If the amount received by the Warrant Agent in respect of an exercising Warrantholders purported payment of the Exercise Price relating to all the relevant Warrants lodged with the Warrant Agent is less than the full amount of such Exercise Price, the Warrant Agent shall not treat the relevant amount so received or any part thereof as payment of the Exercise Price or any part thereof or forward the same to the Company unless and until a further payment is made in accordance with the requirements set out in this Condition 3(b) and Condition 3(d) below in an amount sufficient to cover the deficiency Provided That the Company will not be held responsible for any loss arising from any retention of such payment by the Warrant Agent. 3(c) Exercise Date 18

19 The relevant Warrant shall (provided the provisions of Condition 3(a) have been satisfied) be treated as exercised on the date (the Exercise Date ) which shall be the Business Day (falling within the Exercise Period) on which all the Conditions for and provisions relating to the exercise of the Warrant have been fulfilled or, if fulfilled on different dates, the last of such dates Provided That if any Warrant is exercised on a date when the Register referred to in Condition 3(g) below is closed, the Exercise Date shall be the earlier of the next following Business Day on which such Register is open and the expiry of the Exercise Period. The relevant Warrants and Warrant Certificates shall be cancelled on the Exercise Date except that, in relation to Warrant Certificates in the name of CDP, such Warrant Certificates shall be cancelled as soon as possible after receipt by the Warrant Agent from CDP of instructions as to the cancellation of the Warrant Certificates and the said Warrant Certificates. 3(d) Non-fulfilment of Lodgment Conditions If payment (whether in banker s draft or cashier s order or a combination of both) of the Exercise Price is made to the Warrant Agent and (i) such payment is not recognised by the Warrant Agent as relating to the exercise of the relevant Warrants; or (ii) the relevant payment is less than the full amount of the Exercise Price; or (iii) the conditions set out in Condition 3(a) above or any other provisions have not been fulfilled, in relation to the exercise of such Warrants, such payment will remain with the Warrant Agent pending recognition of such payment or full payment or, as the case may be, fulfillment of the lodgment conditions or other provisions, but on whichever is the earlier of (i) the fourteenth (14 th ) day after receipt of such Exercise Notice by the Warrant Agent and (ii) the expiry of the Exercise Period, such payment will (if the Exercise Date in respect of such Warrants has not by then occurred) be returned, without interest, to the Warrantholder. The Warrant Agent will, if it is possible to relate the payment so returned to any Warrant Certificate (if applicable) and the Exercise Notice previously lodged with the Warrant Agent, return such Warrant Certificate (if applicable) and the relevant Exercise Notice to the exercising Warrantholder at the risk and expense of such Warrantholder. Such payment as referred to aforesaid (together with all documents lodged) will be returned to the Warrantholder or (in the case of Warrants registered in the name of CDP) to CDP or to such person as CDP may direct, by ordinary post and at the risk and expense of such Warrantholder. Any such payment excluding any interest thereon will continue to belong to the Warrantholder but may only be withdrawn within the above-mentioned fourteen-day period with the consent in writing of the Company. The Warrant Agent will be entitled to deduct or otherwise recover from the exercising Warrantholder any applicable handling charges and out-of-pocket expenses. 3(e) Issue of Share Certificates WARRANTS REGISTERED IN THE NAME OF CDP Where a Warrantholder exercises Warrants which are registered in the name of CDP: (i) the New Shares to be issued by the Company shall be issued in the name of, and delivered by the Company to, CDP for the credit of the Securities Account of that Warrantholder or, as the case may be, the Securities Account of the nominee company of the CPF Approved Bank as specified in the Exercise Notice within five (5) Market Days of the date on which the Warrant Agent confirms with CDP that the Warrants which have been tendered for exercise are available for exercise in the relevant Securities Account of the exercising Warrantholder; and 19

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