CHASEN HOLDINGS LIMITED

Transcription

1 CIRCULAR DATED 14 JULY 2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. This circular (the Circular ) is circulated to the shareholders of Chasen Holdings Limited (the Company ) together with the Company s annual report for fi nancial year ended 31 March The purpose of this Circular is to provide shareholders of Chasen Holdings Limited with relevant information pertaining to and to seek shareholders approval to renew the Buyback Mandate (as defi ned in this Circular) to be tabled at the Annual General Meeting of the Company to be held on 29 July 2015 at a.m., at the Raffl es Lounge (Level 2), Raffl es Country Club, 450 Jalan Ahmad Ibrahim, Singapore The Notice of the Annual General Meeting (the Notice of AGM ) and the Proxy Form are enclosed with the Annual Report If you are in any doubt about this Circular, or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. If you have sold or transferred all your shares in the capital of the Company, you should immediately send this Circular, the Notice of AGM and the Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited ( SGX-ST ) has not examined the contents of this Circular. The SGX-ST assumes no responsibility for the contents of this Circular, including the correctness of any of the statements made, reports contained or opinions expressed in this Circular. CHASEN HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: G) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE

2 TABLE OF CONTENTS Page DEFINITIONS... 3 LETTER TO SHAREHOLDERS INTRODUCTION THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE AUTHORITY AND LIMITS OF THE SHARE BUYBACK MANDATE STATUS OF PURCHASED SHARES UNDER THE SHARE BUYBACK MANDATE TREASURY SHARES SOURCE OF FUNDS FOR SHARE BUYBACK FINANCIAL EFFECTS OF THE SHARE BUYBACK MANDATE LISTING RULES TAKE-OVER OBLIGATIONS INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHARES PURCHASED BY THE COMPANY DIRECTORS RECOMMENDATION ABSTENTION FROM VOTING DIRECTORS RESPONSIBILITY STATEMENT ACTION TO BE TAKEN BY SHAREHOLDERS DOCUMENTS FOR INSPECTION

3 DEFINITIONS The following definitions apply throughout in this Circular except where the context otherwise requires: AGM Articles Audit Committee Auditors Board CDP or Depository Chasen Group or Group Company Companies Act Directors EPS Latest Practicable Date Circular Listing Manual or Listing Rules Market Day The annual general meeting of the Company to be held at the Raffl es Lounge (Level 2), Raffl es Country Club, 450 Jalan Ahmad Ibrahim, Singapore on 29 July 2015 at a.m. Articles of association of the Company The audit committee of the Company, comprising Ng Jwee Frederick (Eric), Tan Sin Huat Dennis, Yap Koon Louis Yap and Chew Mun Yew as at the date of this Circular The auditors of the Company for the time being The board of Directors of the Company The Central Depository (Pte) Limited The Company and its subsidiaries Chasen Holdings Limited The Companies Act, Chapter 50 of Singapore, as amended or modifi ed from time to time The directors of the Company as at the date of this Circular or at any or the relevant time as the case may be Earnings per 3 July 2015 being the Latest Practicable Date prior to the printing of this Circular for ascertaining information included herein This Circular to shareholders in relation to the renewal of the Buyback Mandate dated 14 July 2015 The listing manual of the SGX-ST, or the rules contained therein, as may be amended, varied or supplemented from time to time A day on which the SGX-ST is open for trading in securities 3

4 Market Memorandum Ordinary Resolution Off-Market Relevant Period Securities Account SGX-ST Buyback Mandate holders Plan s SIC Has the meaning ascribed to it in Paragraph 3.3(a) of this Circular Memorandum of association of the Company The ordinary resolution as set out in the Notice of AGM Has the meaning ascribed to it in Paragraph 3.3(b) of this Circular The period commencing from the date on which the last annual general meeting was held and expiring on the date the next annual general meeting is held or is required by law to be held, whichever is the earlier, after the date the resolution relating to the Buyback Mandate is passed A securities account maintained by a Depositor with CDP but does not include a securities sub-account Singapore Exchange Securities Trading Limited A general mandate given by holders to authorise the Directors to purchase, on behalf of the Company, s in accordance with the terms set out in the Circular as well as the rules and regulations set forth in the Companies Act and the Listing Manual Persons (not being Depositors) who are registered as holders of s in the Register of Members of the Company and Depositors, who have s entered against their names in the Depository Register except where the registered holder is CDP, the term holders shall in relation to such s mean the Depositors whose Securities Accounts are credited with the s The Chasen Performance Plan approved and adopted by the Company on 16 May 2007 Ordinary shares in the share capital of the Company The Securities Industry Council Substantial holder A holder who has an interest in not less than 5% of the issued s Take-over Code The Singapore Code on Take-overs and Mergers, as amended or modifi ed from time to time % or per cent. Percentage or per centum S$, $ and cents Singapore Dollars and cents, respectively 4

5 The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Any reference in this Circular to an enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defi ned under the Act or any statutory modifi cation thereof and used in this Circular shall, where applicable, have the same meaning assigned to it under the Act or such modifi cation, as the case may be, unless the context otherwise requires. Any reference in this Circular to a time of day and date shall be a reference to Singapore time and date respectively, unless otherwise stated. 5

6 CHASEN HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: G) LETTER TO SHAREHOLDERS Directors: Registered Office: Ng Jwee Frederick (Eric) 18 Jalan Besut (Non-Executive Chairman and Independent Director) Singapore Low Weng Fatt (Managing Director and CEO) Siah Boon Hock (Executive Director) Yap Koon Louis Yap (Non-Executive Director) Tan Sin Huat Dennis (Independent Director) Chew Mun Yew (Independent Director) Yap Beng Geok Dorothy (Alternate Director to Yap Koon Louis Yap) To : The holders of Chasen Holdings Limited Date : 14 July 2015 Dear Sir or Madam 1. INTRODUCTION 1.1 We refer to (a) the notice of the annual general meeting to the shareholders of the company dated 14 July 2015 (the Notice of AGM ) accompanying the company s annual report for the fi nancial year ended 31 March 2015, convening the AGM to be held on 29 July 2015 and (b) ordinary resolution no. 8 under the heading of special business set out in the notice of AGM. Section 76B(1) of the Companies Act Cap 50 provides, inter alia, that notwithstanding Section 76, a company may in accordance with this section and Sections 76C to 76G, purchase or otherwise acquire shares issued by it if it is expressly permitted to do so by its articles. Article 17 of the Article of Association permits the Company to purchase or otherwise acquire shares issued by it. 1.2 The purpose of this Circular (the Circular ) is to provide holders with information relating to the above-mentioned proposal to be tabled at the AGM. 1.3 The Singapore Exchange Securities Trading Limited takes no responsibility for the accuracy of any of the statements or opinions made or reports contained in this Circular. 6

7 2. THE PROPOSED RENEWAL OF THE SHARE BUYBACK MANDATE 2.1 Introduction Any purchase or acquisition of s by the Company would have to be made in accordance with, and in the manner prescribed by the Companies Act and the rules of the Listing Manual and such other laws and regulations as may, for the time being, be applicable. It is also a requirement that a company which wishes to purchase or acquire its own shares should obtain approval from its shareholders to do so at a general meeting of its shareholders. At the extraordinary general meeting (the EGM ) of the Company held on 29 December 2011, holders had approved the grant of a share buyback mandate (the Buyback Mandate ) to enable the Company to purchase or otherwise acquire its issued s in the capital of the Company. The rationale for, the authority and limitations on, and the fi nancial effects of, the Buyback Mandate were set out in the Company s Circular to holders dated 14 December 2011 (the Buyback Circular ). The Buyback Mandate was subsequently renewed at the annual general meetings held on 26 July 2012, 26 July 2013 and at the last annual general meeting of the Company held on 29 July As the said mandate will expire on the date of the forthcoming AGM, being 29 July 2015, the Directors propose that the Buyback Mandate be renewed at the forthcoming AGM. 2.2 Rationale The Directors constantly seek to increase holders value and to improve, inter alia, the return on equity of the Group. A share buyback at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced. buybacks provide the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient, effective and cost-effi cient manner. It will also provide the Directors with greater fl exibility over the Company s share capital structure with a view to enhancing the earnings and/or net tangible asset value per. The Directors further believe that share buybacks by the Company will help mitigate short-term market volatility, offset the effects of short-term speculation and bolster shareholder confi dence. In addition, the Company intends to buy back odd lots arising from possible odd lots resulting from any share consolidation or bonus share dividend that may occur in the future. In addition, subject to the Companies Act, the Buyback Mandate may be used to purchase existing s which may then be held in treasury, and such treasury shares may consequently be used, amongst other things, to satisfy any awards given under the Plan. If and when circumstances permit, the Directors will decide whether to effect the share purchases via Market s or Off-Market s (each as defi ned hereinafter), after taking into account the amount of surplus cash available, the prevailing market conditions and the most cost-effective and effi cient approach. The Directors do not propose to carry out buybacks to an extent that would, or in circumstances that might, result in a material adverse effect on the liquidity and/or the orderly trading of the s and/or the fi nancial position of the Group. 7

8 In the event that subsequent to the AGM, there are new rules, regulations, directives or laws enacted or promulgated by the relevant competent authorities including (but not limited to) the SGX-ST and the SIC (collectively referred to as the Further Rules ) that augment, supplement or vary the existing provisions governing provisions set out in the Companies Act and/or the Listing Manual, the Company shall, to the extent that the Further Rules impact on the Buyback Mandate, disseminate to the public by announcement(s), a memorandum setting out such Further Rules and the extent to which the Buyback Mandate is affected by such Further Rules. In such an event, the Company shall not undertake any purchase of s until such a memorandum has been publicly disseminated. 2.3 Mandate Approval is being sought from holders at the AGM for the renewal of the Buyback Mandate for the purchase or acquisition by the Company of its issued s. If approved, the Buyback Mandate will take effect from the date of the AGM and continue in force up to the date on which the next annual general meeting is held or such date as the next annual general meeting is required by law to be held, unless prior hereto, share buybacks are carried out to the full extent mandated or the Buyback Mandate is revoked or varied by the Company in a general meeting. It is presently intended that the Buyback Mandate will be put to holders for renewal at each subsequent annual general meeting. 3. AUTHORITY AND LIMITS OF THE SHARE BUYBACK MANDATE The authority and limitations placed on purchases of s by the Company under the Buyback Mandate are summarised below: 3.1 Maximum Number of s Only s which are issued and fully paid-up may be purchased or acquired by the Company. The total number of s that may be purchased or acquired by the Company is limited to that number of s representing not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of the last annual general meeting at which the Buyback Mandate is approved (the Approval Date ), unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the amount of the issued ordinary share capital of the Company as altered (excluding any treasury shares that may be held by the Company from time to time). Purely for illustrative purposes, on the basis of the existing issued and paidup capital of the Company as at 3 July 2015 (the Latest Practicable Date ), of approximately S$79,523,688 comprising 291,979,296 s (excluding 525,107 treasury shares), and assuming that no further s are issued, purchased or acquired by the Company or held as treasury shares on or prior to the AGM, not more than approximately 29,197,929 s (representing approximately 10% of the issued ordinary share capital of the Company as at that date excluding 525,107 treasury shares currently held) may be purchased or acquired by the Company pursuant to the Buyback Mandate. 8

9 3.2 Duration of Authority s or acquisitions of s may be made, at any time and from time to time, on and from the Approval Date, up to the earlier of: (a) (b) (c) the date on which the next annual general meeting is held or required by law to be held; the date on which the share buybacks are carried out to the full extent mandated; or the date on which the authority contained in the Buyback Mandate is varied or revoked. 3.3 Manner of of s s of s may be made by way of: (a) (b) on-market purchases (the Market ), transacted on the SGX-ST through the SGX-ST trading system or, as the case may be, any other stock exchange on which the s may for the time being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or off-market purchases (the Off-Market ) (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) as may be determined or formulated by the Directors as they may consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Listing Rules. Under the Companies Act, an equal access scheme must satisfy all of the following conditions: ( a) offers for the purchase or acquisition of issued shares shall be made to every person who holds issued shares to purchase or acquire the same percentage of their issued shares; ( b) all of those persons shall be given a reasonable opportunity to accept the offers made to them; and ( c) the terms of all the offers are the same, except that there shall be disregarded: (i) (ii) (iii) differences in consideration attributable to the fact that offers may relate to shares with different accrued dividend entitlements; (if applicable) differences in consideration attributable to the fact that offers may relate to shares with different amounts remaining unpaid; and differences in the offers introduced solely to ensure that each person is left with a whole number of shares. 9

10 In addition, the Listing Manual provides that, in making an Off-Market, the Company must issue an offer document to all holders which must contain at least the following information: ( a) the terms and conditions of the offer; ( b) the period and procedures for acceptances; ( c) the reasons for the proposed share buyback; ( d) the consequences, if any, of share buybacks by the Company that will arise under the Take-over Code or other applicable take-over rules; ( e) whether the share buybacks, if made, would have any effect on the listing of the s on the SGX-ST; ( f) details of any share buybacks made by the Company in the previous 12 months (whether Market s or Off-Market s in accordance to an equal access scheme), giving the total number of the shares purchased, the purchase price per share or the highest or lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases; and ( g) whether the shares purchased by the Company will be cancelled or kept as treasury shares. 3.4 Maximum Price The purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for the s will be determined by the Directors. However, the purchase price to be paid for a as determined by the Directors must not exceed: (a) (b) in the case of a Market, 105% of the Average Closing Price (as defi ned hereinafter); and in the case of an Off-Market pursuant to an equal access scheme, 120% of the Highest Last Dealt Price (as defi ned hereinafter), (the Maximum Price ) in either case, excluding related expenses of the purchase. For the above purposes: Average Closing Price means the average of the closing market prices of a over the last fi ve Market Days, on which transactions in the s were recorded, preceding the day of the Market, and deemed to be adjusted for any corporate action that occurs after the relevant 5-day period; 10

11 Highest Last Dealt Price means the highest price transacted for a as recorded on the Market Day on which there were trades in the s immediately preceding the day of the making of the offer pursuant to the Off-Market ; and day of the making of the offer means the day on which the Company announces its intention to make an offer for the purchase of s from holders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each and the relevant terms of the equal access scheme for effecting the Off-Market. 4. STATUS OF PURCHASED SHARES UNDER THE SHARE BUYBACK MANDATE 4.1 Cancellation Under Section 76B of the Companies Act, any purchased or acquired by the Company is deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the will expire on such cancellation) unless such is held by the Company as a treasury share in accordance with Section 76H of the Companies Act. Apart from this, s are deemed to be purchased or acquired on the date on which the Company would become entitled to exercise the rights attached to the s. Accordingly, the total number of issued s will be diminished by the number of s purchased or acquired by the Company and which are not held as treasury shares. 4.2 Reporting Requirements Within 30 days of the passing of a holders resolution to approve the purchase of s, our Directors shall lodge a copy of such resolution with the Accounting and Regulatory Authority of Singapore ( ACRA ). Our Directors must also lodge a notice with ACRA within 30 days of such a share buyback. Such notifi cation is to include, inter alia, details such as the date of the share buyback; the number of s purchased or acquired; the number of s cancelled; the number of s held as treasury shares; the Company s issued share capital before the share buyback; the Company s issued share capital after the share buyback; the amount of consideration paid by the Company for the share buyback and whether the s were purchased out of profi ts or the capital of the Company and such other particulars as may be required in the prescribed form. In addition, the Company must notify the SGX-ST of and announce via SGX-NET all share buybacks not later than 9.00 a.m.: (a) (b) in the case of a Market, on the Market Day following the day on which the Market was made; and in the case of an Off-Market, on the second Market Day after the close of acceptance of the offer for the Off-Market. The notifi cation of such share buyback to the SGX-ST shall be in such form and shall include such details that the SGX-ST may prescribe. Pursuant to Rule 886(2) of the Listing Rules, the notifi cation must be in the form of Appendix (or for an issuer with a dual listing on another stock exchange). 11

12 5. TREASURY SHARES Under the Companies Act, s purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are summarised below: 5.1 Maximum Holdings The number of s held as treasury shares cannot at any time exceed 10% of the total number of issued s. 5.2 Voting and Other Rights The Company cannot exercise any right in respect of treasury shares. In particular, the Company cannot exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no voting rights. In addition, no dividend may be paid, and no other distribution of the Company s assets may be made, to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a subdivision or consolidation of any treasury share into treasury shares of a smaller amount is allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before. 5.3 Disposal and Cancellation Where s are held as treasury shares, the Company may at any time: (a) (b) (c) (d) (e) sell the treasury shares for cash; transfer the treasury shares for the purposes of or pursuant to an employees share scheme; transfer the treasury shares as consideration for the acquisition of shares in or assets of another company or assets of a person; cancel the treasury shares; or sell, transfer or otherwise use the treasury shares for such other purposes as may be prescribed by the Minister for Finance. Where shares purchased or acquired by a company are cancelled, such shares will automatically be de-listed by the SGX-ST. Certifi cates in respect of such cancelled shares will be cancelled and destroyed by the Company as soon as is reasonably practicable after the shares have been acquired. Section 76K(5) of the Companies Act provides, inter alia, that within 30 days of the cancellation or disposal of treasury shares in accordance with section 76K(1) the directors of the Company shall lodge with the Registrar the notice of the cancellation or disposal of treasury shares in the prescribed form with such particulars as may be required in the form, together with the payment of the prescribed fee. 12

13 6. SOURCE OF FUNDS FOR SHARE BUYBACK The Companies Act permits the Company to purchase or acquire its own s out of capital or profi ts so long as the Company is solvent. Payments could be made from capital or profi ts so long as the Company is solvent. It is an offence for a Director or manager of the Company to approve or authorise a share purchase, knowing that the Company is not solvent. For this purpose, pursuant to the Companies Act, a company is solvent if: (a) (b) it is able to pay its debts in full as they fall due in the normal course of business at the time of payment for the purchase of its shares, as well as during the period of 12 months after the purchase; and the value of its assets, at the time of the purchase and after such purchase, is not less than the value of its liabilities (including contingent liabilities) having regard to its most recent fi nancial statements and all other circumstances that its Directors or managers know or ought to know affect or may affect such values. The Directors and managers may rely on valuations of assets or estimates of liabilities that are reasonable in the circumstances. For this purpose, in determining the value of a contingent liability, the Directors or managers of the Company may take into account the likelihood of the contingency occurring and any claim the Company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. The Company will use internal resources or external borrowings or a combination of both to fund purchases of s pursuant to the Buyback Mandate. The Directors will only carry out the share buybacks as and when they consider it to be in the best interest of the company and in circumstances that they believe would not result in a material adverse effect on the liquidity and/or the orderly trading of the shares and/or the fi nancial position of the Group. 7. FINANCIAL EFFECTS OF THE SHARE BUYBACK MANDATE The fi nancial effects on the Company and the Group arising from purchases or acquisitions of s which may be made pursuant to the Buyback Mandate will depend on, inter alia, the number of s purchased or acquired, the price paid for such s and whether the s purchased or acquired are held in treasury or cancelled. The fi nancial effects on the Company and the Group, based on the audited fi nancial statements of the Group for the fi nancial year ended 31 March 2015, are based on the assumptions set out below. 7.1 or Acquisition out of Capital or Distributable Profi ts Where the consideration paid by the Company for the purchase or acquisition of s is made out of distributable profits, such consideration (excluding related brokerage, goods and services tax, stamp duties and clearance fees) will correspondingly reduce the amount available for the distribution of cash dividends by the Company. Where the consideration paid by the Company for the purchase or acquisition of s is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced. 13

14 In the event the s which are purchased or acquired by the Company are cancelled immediately on purchase or acquisition (as opposed to being held as treasury shares to the extent permitted under the Companies Act), the Company shall: (a) (b) (c) reduce the amount of its share capital where the s were purchased or acquired out of capital of the Company; reduce the amount of profi ts where the s were purchased or acquired out of the profi ts of the Company; or reduce the amount of its share capital and profi ts proportionately where the s were purchased or acquired out of both capital and profi ts of the Company, by the total amount of the purchase price paid by the Company for the s cancelled. 7.2 Information as at the Latest Practicable Date As at the Latest Practicable Date, the issued capital of the Company comprised 291,979,296 s (excluding 525,107 treasury shares). The Company has no outstanding share awards under the Plan as at the Latest Practicable Date. The Company has 93,578,870 outstanding warrants which has not been exercised. 7.3 Illustrative Financial Effects For illustrative purposes only, on the basis of 291,979,296 s (excluding 525,107 treasury shares currently held) in issue as at the Latest Practicable Date, and on the basis of the assumptions set out below, the fi nancial effects of the: (a) (b) (c) (d) acquisition of 29,197,929 s (excluding 525,107 treasury shares currently held) by the Company pursuant to the Buyback Mandate by way of purchases made entirely out of capital and held as treasury shares; acquisition of 29,197,929 s (excluding 525,107 treasury shares currently held) by the Company pursuant to the Buyback Mandate by way of purchases made entirely out of distributable profi ts and cancelled; acquisition of 29,197,929 s (excluding 525,107 treasury shares currently held) by the Company pursuant to the Buyback Mandate by way of purchases made entirely out of capital and cancelled; and acquisition of 29,197,929 s (excluding 525,107 treasury shares currently held) by the Company pursuant to the Buyback Mandate by way of purchases made entirely out of distributable profi ts and held as treasury shares, on the audited fi nancial statements of the Group and the Company for the fi nancial year ended 31 March 2015 are set out below: (aa) s made entirely out of capital and s purchased held as treasury shares 14

15 Market For illustrative purposes only, in a Market, assuming that the Maximum Price is S$0. 097, which is fi ve per cent (5%) above the Average Closing Price of a over the last fi ve (5) Market Days on which transactions in the s were recorded immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$ 2, 832, 199. On these assumptions and assuming the following: (i) (ii) (iii) (iv) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; the purchase of was financed entirely by the internal resources of the Group; the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and there were no issuance of shares after the Latest Practicable Date, the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Capital 49,995 49,995 79,523 79,523 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 16,384 1,164 1,164 65,518 65,518 76,493 76,493 Non-controlling Interest 4,895 4, ,413 70,413 76,493 76,493 Treasury s (93) ( 2, 925) (93) ( 2, 925) Total Equity 70,320 67, ,400 73,

16 As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Total Equity 70,320 67, ,400 73, 568 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,425 62, ,400 73, 568 Current Assets 76,685 73, ,600 40,600 Current Liabilities 41,735 41,735 1,470 4,302 Cash and Cash Equivalents 13,130 10, Total Borrowings (1) 28,205 28,205 1,827 1,827 Net Tangible Assets (NTA) (2) 54,240 51, ,400 73, 568 Net Profit/(Loss) After Tax Attributable to holders 2,240 2,240 1,017 1,017 Number of s ( 000) 291, , , ,781 Weighted Average Number of s ( 000) 268, , , ,522 Financial Ratios Net Tangible Assets per (cents) (3) Gearing (%) (4) 43% 45% 2% 2% Current Ratio (times) (5) EPS/(LPS) (cents) (6) Notes: (1) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (2) NTA equals Total holders Funds less Intangible Assets (3) NTA per equals NTA divided by Total Number of s as at LPD (4) Gearing equals Total Borrowings divided by Total holders Funds (5) Current Ratio equals Current Assets divided by Current Liabilities (6) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD 16

17 Off-Market For illustrative purposes only, in an Off-Market, assuming that the Maximum Price is S$0.1 10, which is twenty per cent (20%) above the Highest Last Dealt Price transacted for a as recorded on the Market Day on which there were trades in the s immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$3, 211, 772. On these assumptions and assuming the following: (i) (ii) (iii) (iv) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; the purchase of was financed entirely by the internal resources of the Group; the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and there were no issuance of shares after the Latest Practicable Date, the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Capital 49,995 49,995 79,523 79,523 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 16,384 1,164 1,164 65,518 65,518 76,493 76,493 Non-controlling Interest 4,895 4, ,413 70,413 76,493 76,493 Treasury s 93 (3, 305) (93) (3, 305 ) Total Equity 70,320 67, ,400 73,

18 As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Total Equity 70,320 67, ,400 73, 188 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,425 62, ,400 73, 188 Current Assets 76,685 73, ,600 40,600 Current Liabilities 41,735 41,735 1,470 4,682 Cash and Cash Equivalents 13,130 9, Total Borrowings (1) 28,205 31, 417 1,827 1,827 Net Tangible Assets (NTA) (2) 54,240 51,028 76,400 73, 188 Net Profit/(Loss) After Tax Attributable to holders 2,240 2,240 1,017 1,017 Number of s ( 000) 291, , , ,781 Weighted Average Number of s ( 000) 268, , , ,522 Financial Ratios Net Tangible Assets per (cents) (3) Gearing (%) (4) 43% 50% 2% 2% Current Ratio (times) (5) EPS/(LPS) (cents) (6) Notes: (1) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (2) NTA equals Total holders Funds less Intangible Assets (3) NTA per equals NTA divided by Total Number of s as at LPD (4) Gearing equals Total Borrowings divided by Total holders Funds (5) Current Ratio equals Current Assets divided by Current Liabilities (6) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD 18

19 ( bb) s made entirely out of profi t and s purchased cancelled Market s For illustrative purposes only, in a Market, assuming that the Maximum Price is S$0. 097, which is fi ve per cent (5%) above the Average Closing Prices of a over the last fi ve (5) Market Days on which transactions in the s were recorded immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$ 2, 832, 199. However, having regard to: (i) (ii) the amount of the Company s distributable profi ts for the fi nancial year ended 31 March 2014 of approximately S$1,164,000; the Maximum Price of S$ as at the Latest Practicable Date, the Company will only be able to acquire up to 1 2, 000, 000 s (representing approximately % of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate) in a market purchase. On these assumptions and assuming the following: ( a) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; ( b) the purchase of s was financed entirely by the internal resources of the Group; ( c) the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and ( d) there were no issuance of shares after the Latest Practicable Date, 19

20 the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Capital 49,995 49,995 79,523 79,523 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 15,220 1,164 0* 65,518 64,354 76,493 75,329 Non-controlling Interest 4,895 4, Total Equity 70,413 69,249 76,493 75,329 Total Equity 70,413 69,249 76,493 75,329 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,518 64,354 76,493 75,329 Current Assets 76,685 75,521 40,600 40,600 Current Liabilities 41,735 41,735 1,470 2,634 Cash and Cash Equivalents 13,130 11, Total Borrowings (1) 28,205 28,205 1,827 1,827 Net Tangible Assets (NTA) (2) 54,333 53,169 76,493 75,329 Net Profit/(Loss) After Tax Attributable to holders 2,240 1,076 1,017 0 Number of s ( 000) 291, , , , 979 Weighted Average Number of s ( 000) 268, , , , 720 *capped by revenue reserve available for buyback Financial Ratios Net Tangible Assets per (cents) (3) Gearing (%) (4) 43% 44% 2% 2% Current Ratio (times) (5) EPS/(LPS) (cents) (6)

21 Notes: (1) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (2) NTA equals Total holders Funds less Intangible Assets (3) NTA per equals NTA divided by Total Number of s as at LPD (4) Gearing equals Total Borrowings divided by Total holders Funds (5) Current Ratio equals Current Assets divided by Current Liabilities (6) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD Off-Market For illustrative purposes only, in an Off-Market, assuming that the Maximum Price is S$0.1 10, which is twenty per cent (20%) above the Highest Last Dealt Price transacted for a as recorded on the Market Day on which there were trades in the s immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately 10% of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$3, 211, 772. However, having regard to the amount of the Company s distributable profi ts for the fi nancial year ended 31 March 2015 of approximately S$1,164,000 and the Maximum Price of S$ as at the Latest Practicable Date, the Company will only be able to acquire up to 10, 581, 818 s (representing approximately 3. 62% of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase, excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate) in an off-market purchase. On these assumptions and assuming the following: ( i) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; ( ii) the purchase of was financed entirely by the internal resources of the Group; ( iii) the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and ( iv) there were no issuance of shares after the Latest Practicable Date, 21

22 the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 capital 49,995 49,995 79,523 79,523 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 15,220 1,164 0* 65,518 64,354 76,493 75,329 Non-controlling Interest 4,895 4, Total Equity 70,413 69,249 76,493 75,329 Total Equity 70,413 69,249 76,493 75,329 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,518 64,354 76,493 75,329 Current Assets 76,685 75,521 40,600 40,600 Current Liabilities 41,735 41,735 1,470 2,634 Cash and Cash Equivalents 13,130 11, Total Borrowings (1) 28,205 28,205 1,827 1,827 Net Tangible Assets (NTA) (2) 54,333 53,169 76,493 75,329 Net Profit/(Loss) After Tax Attributable to holders 2,240 2,240 1,017 0 Number of s ( 000) 291, , , , 397 Weighted Average Number of s ( 000) 268, , , , 138 *capped by revenue reserve available for buyback Financial Ratios Net Tangible Assets per (cents) (3) Gearing (%) (4) 43% 44% 2% 2% Current Ratio (times) (5) EPS/(LPS) (cents) (6)

23 Notes: (1) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (2) NTA equals Total holders Funds less Intangible Assets (3) NTA per equals NTA divided by Total Number of s as at LPD (4) Gearing equals Total Borrowings divided by Total holders Funds (5) Current Ratio equals Current Assets divided by Current Liabilities (6) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD ( cc) s made entirely out of capital and purchased cancelled Market s For illustrative purposes only, in a Market, assuming that the Maximum Price is S$0. 097, which is fi ve per cent (5%) above the Average Closing Price of a over the last fi ve (5) Market Days on which transactions in the s were recorded immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$ 2, 832, 199. On these assumptions and assuming the following: (i) (ii) (iii) (iv) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; the purchase of s was financed entirely by the internal resources of the Group; the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and there were no issuance of shares after the Latest Practicable Date, 23

24 the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Capital (1) 49,902 47,070 79,430 76, 598 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 16,384 1,164 1,164 65,425 62, ,400 73, 568 Non-controlling Interest 4,895 4, Total Equity 70,320 67, ,400 73, 568 Total Equity 70,320 67, ,400 73, 568 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,425 62, ,400 73, 568 Current Assets 76,685 73, ,600 40,600 Current Liabilities 41,735 41,735 1,470 4,302 Cash and Cash Equivalents 13,130 10, Total Borrowings (2) 28,205 28,205 1,827 1,827 Net Tangible Assets (NTA) (3) 54,240 51, ,400 73, 568 Net Profit/(Loss) After Tax Attributable to holders 2,240 2,240 1,017 1,017 Number of s ( 000) 291, , , ,781 Weighted Average Number of s ( 000) 268, , , ,522 Financial Ratios Net Tangible Assets per (cents) (4) Gearing (%) (5) 43% 45% 2% 2% Current Ratio (times) (6) EPS/(LPS) (cents) (7)

25 Notes: (1) Capital excludes S$92,954 treasury shares which are deemed as cancelled (2) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (3) NTA equals Total holders Funds less Intangible Assets (4) NTA per equals NTA divided by Total Number of s as at LPD (5) Gearing equals Total Borrowings divided by Total holders Funds (6) Current Ratio equals Current Assets divided by Current Liabilities (7) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD Off-Market For illustrative purposes only, in an Off-Market, assuming that the Maximum Price is S$0.1 10, which is twenty per cent (20%) above the Highest Last Dealt Price transacted for a as recorded on the Market Day on which there were trades in the s immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company as at the Latest Practicable Date, which is the maximum number of s the Company is able to purchase), excluding 525,107 treasury shares currently held under and during the duration of the Buyback Mandate, is approximately S$3, 211, 772. On these assumptions and assuming the following: (i) (ii) (iii) (iv) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; the purchase of s was financed entirely by the internal resources of the Group; the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and there were no issuance of shares after the Latest Practicable Date, 25

26 the impact of the purchase of s by the Company undertaken in accordance with the Buyback Mandate on the Company s and the Group s audited fi nancial statements for fi nancial year ended 31 March 2015 are as follows: As at 31 March 2015 Before Group After Before Company After S$ 000 S$ 000 S$ 000 S$ 000 Capital (1) 49,902 46, ,430 76, 218 Capital Reserve 1,848 1, Warrants Reserve Currency Translation Reserve 1,485 1, Performance Plan Reserve Fair Value Reserve (4,977) (4,977) (4,977) (4,977) Revenue Reserve 16,384 16,384 1,164 1,164 65,425 62, ,400 73, 188 Non-controlling Interest 4,895 4, Total Equity 70,320 67, ,400 73, 188 Total Equity 70,320 67, ,400 73, 188 Less: Non-controlling Interest (4,895) (4,895) 0 0 Total holders Funds 65,425 62, ,400 73, 188 Current Assets 76,685 73, ,600 40,600 Current Liabilities 41,735 41,735 1,470 4,682 Cash and Cash Equivalents 13,130 9, Total Borrowings (2) 28,205 31, 417 1,827 1,827 Net Tangible Assets (NTA) (3) 54,240 51, ,400 73, 188 Net Profit/(Loss) After Tax Attributable to holders 2,240 2,240 1,017 1,017 Number of s ( 000) 291, , , ,781 Weighted Average Number of s ( 000) 268, , , ,522 Financial Ratios Net Tangible Assets per (cents) (4) Gearing (%) (5) 43% 50% 2% 2% Current Ratio (times) (6) EPS/(LPS) (cents) (7)

27 Notes: (1) Capital excludes S$92,954 treasury shares which are deemed as cancelled (2) Total Borrowings pertain to fi nance leases, bank overdrafts and bank loans (3) NTA equals Total holders Funds less Intangible Assets (4) NTA per equals NTA divided by Total Number of s as at LPD (5) Gearing equals Total Borrowings divided by Total holders Funds (6) Current Ratio equals Current Assets divided by Current Liabilities (7) EPS/(LPS) equals Net Profi t/(loss) After Tax attributable to holders divided by the Weighted Average Number of s as at LPD ( dd) s made entirely out of distributable profi ts and s purchased held as treasury shares Market For illustrative purposes only, in a Market, assuming that the Maximum Price is S$0. 097, which is 5% above the Average Closing Price of a over the last fi ve (5) Market Days on which transactions in the s were recorded immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 29,197,929 s (representing approximately ten per cent (10%) of the total issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date which is the maximum number of s the Company is able to purchase) under and during the duration of the Buyback Mandate, is approximately S$ 2, 832, 199. However, having regard to the amount of the Company s distributable profi ts for the fi nancial year ended 31 March 2015 of approximately S$1,164,000 and the Maximum Price of S$ as at the Latest Practicable Date, the Company will only be able to acquire up to 1 2, 000, 000 s (representing approximately % of the total issued share capital of the Company (excluding treasury shares) as at the Latest Practicable Date) in a Market. On these assumptions and further assuming: (i) (ii) (iii) (iv) the purchase of s took place at the beginning of the fi nancial year on 1 April 2014; the purchase of s was financed entirely by the internal resources of the Group; the transaction costs incurred for the purchase of s pursuant to the Buyback Mandate were insignifi cant and have been ignored for the purpose of computing the fi nancial effects; and there were no issuance of shares after the Latest Practicable Date, 27