SINGXPRESS LAND LTD. to be renamed SINGHAIYI GROUP LTD. (Company Registration No K) (Incorporated in the Republic of Singapore) ANNOUNCEMENT

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1 SINGXPRESS LAND LTD. to be renamed SINGHAIYI GROUP LTD. (Company Registration No K) (Incorporated in the Republic of Singapore) ANNOUNCEMENT (I) (II) (III) (IV) PROPOSED EXPANSION INTO REAL ESTATE ACTIVITIES OUTSIDE OF SINGAPORE; PROPOSED RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 12,923,915,730 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF S$0.015 FOR EACH RIGHTS SHARE, ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING SHARE IN THE CAPITAL OF THE COMPANY HELD BY SHAREHOLDERS OF THE COMPANY AS AT A BOOKS CLOSURE DATE TO BE DETERMINED, FRACTIONAL ENTITLEMENTS TO BE DISREGARDED; PROPOSED STRATEGIC PLACEMENT OF 2,200,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY; PROPOSED APPOINTMENT OF MR. NEIL BUSH AS A NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE COMPANY; AND (V) PROPOSED GRANT OF SHARE OPTIONS TO SUBSCRIBE FOR UP TO 700,000,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY 1. INTRODUCTION 1.1 The board of Directors (the Board ) of SingXpress Land Ltd. (to be named SingHaiyi Group Ltd.) (the Company ) wish to announce the following: (a) the proposed expansion of the geographical scope of the real estate investment activities of the Company and its subsidiaries (the Group ), including the adoption of its investment banking approach, to countries outside of Singapore (the Expansion of Business outside Singapore );. (b) the proposed renounceable non-underwritten rights issue on the basis of one (1) Rights Share (as defined below) for every one (1) existing ordinary share in the capital of the Company (the Share ) at an issue price of S$0.015 per Rights Share, to raise up to approximately S$193,858,736; (c) a strategic placement of new Shares to Acquire Wealth Limited (the Placee ) where pursuant to a conditional placement agreement dated 10 March 2013 (the Placement Agreement ) entered into with the Company, the Placee will subscribe for (the Placement ) 2,200,000,000 new Shares (the Placement Shares ) for an aggregate consideration of S$33,000,000, at an issue price of S$0.015 for each Placement Share (the Placement Price ); (d) (e) the proposed appointment of Mr. Neil Bush as a Non-Executive Director and Chairman of the Company, subject to the completion of the Placement; and the proposed grant of an aggregate 700,000,000 share options ( New Options ) to Messrs Chan Heng Fai, Chan Tung Moe and Chan Tong Wan, the Executive Directors of the Company (the Grant of Options ). 1.2 The Placee is a corporation incorporated in the British Virgin Islands carrying on the business of investment holding. Its shareholders are Mr. Gordon Tang ( Mr. Tang ), Managing Director of the Company (having a 70% equity interest), and New Palace Developments Limited (having the balance 30% equity interest). The ultimate shareholders of New Palace Developments Limited are Mr. Neil Bush and his spouse.

2 1.3 The Company will be seeking the approval of the shareholders of the Company (the Shareholders ) at an extraordinary general meeting ( EGM ) to be convened with regard to (a) the Expansion of Business outside Singapore, (b) the Rights Issue (as defined below), (c) the Placement, (d) the proposed appointment of Mr. Neil Bush as a Non-Executive Director and Chairman of the Company, and (e) the Grant of Options. A circular setting out, amongst others, the details of and other relevant information pertaining to the proposed transactions (the Circular ), together with the notice of EGM, will be despatched to the Shareholders in due course. 1.4 The Company has appointed SAC Capital Private Limited as the manager for the Rights Issue. 2. THE PROPOSED EXPANSION INTO REAL ESTATE PROJECTS OUTSIDE OF SINGAPORE 2.1 Development of the property trading, investment and development business between 2006 and 2012 A brief timeline of the growth of the Company s property trading, investment and development business between 2006 and 2012 is set out below. In 2006, the Company diversified its business into that of properties trading and properties investment. Given the restrictions of its capital base then, the Company proceeded with the new business in a conservative manner with the acquisition of properties for investment purposes. In 2011, when the Company obtained the mandate from Shareholders to adopt the investment banking approach for property development and re-development, the Board had then targeted to implement the approach in three (3) areas, namely, (a) the Singapore public housing sector, subject to the aggregate size of the project(s) not exceeding S$300 million, (b) sourcing for and acquiring land or existing commercial properties situated on the fringes of the Central Business District in Singapore with a view towards developing new office towers for commercial use, and (c) sourcing for and acquiring one or more en-bloc sites for holding and/or re-development provided that the total acquisition and/or re-development costs for all the en-bloc sites will not exceed S$300 million in aggregate. The investment banking approach has been adopted thus far solely in relation to properties in Singapore. Since the adoption of the investment banking approach, the Company has embarked on two (2) public housing projects and two (2) en-bloc projects in Singapore. With its adoption of the investment banking approach, the Company attracted the investment of approximately S$94.4 million by Haiyi Holdings Pte. Ltd. ( Haiyi ) in late 2012, through Haiyi s subscription of new cumulative non-redeemable convertible non-voting perpetual preference shares in the capital of the Company (the CCPS ) (which were all subsequently converted into Shares). The capital base of the Company was strengthened considerably. The proceeds from the subscription by Haiyi were used substantially to reduce borrowings and improve the gearing ratio of the Company. 2.2 Opportunities in the U.S. real estate market Currently, the Company is in the process of evaluating its overall business and investment strategies, with the objective of further diversification through real estate investments beyond Singapore, whilst at the same time, building upon its expertise and experience to look for and expand its investment in the Singapore real estate market. The Company intends to diversify its business by seeking real estate investment opportunities in the United States of America ( U.S.A or U.S. ) with the strengthening of its capital base in 2012 following the subscription of CCPSs by Haiyi. The Company sees opportunities in real estate investments in the U.S.A as it believes that the U.S. economy is at the beginning of a

3 recovery phase even though the real estate market there appears to still be in the doldrums. As such, the Company believes that the existing U.S. real estate market is under-estimated. This situation presents good business opportunities for the Company to take over distressed property assets or even the property assets from the local bankruptcy courts although there would be challenges from competitors. While not excluding other types of real estate investments, the Company will also focus on identifying those property assets or projects facing payment problems and which are on the brink of bankruptcy. Subject to reasonable exit possibilities, the Company believes that these distressed assets offer the potential of higher returns. The Board believes that the Group s venture into the U.S. real estate market, both for distressed assets and non-distressed assets, would present the investing public in Singapore who are keen to diversify into investments in the U.S. real estate market the opportunity to do so. Mr. Tang has no current intention to inject any of his U.S. property assets or businesses into the Group. Should Mr. Tang decide to inject any of his assets or businesses into the Group in future, such acquisitions will be subject to compliance with relevant listing rules. The Company has also recently established business relationship with Everview Capital Partners LP ( Everview ) through the sale of a small percentage of the Company s economic interest in an Executive Condominium project in Singapore known as CityLife to a wholly owned subsidiary of Everview. Everview has a dedicated management team based in Hong Kong and is capitalised by a major North American institutional investor. The Company believes that its business relationship with Everview would also be beneficial to its strategy to diversify into the real estate investments in the U.S.A. Taking into account the Company s experience in the investment banking approach in property developments, as well as the combination of experience, business contacts and expertise of its management related to investments in the U.S.A, the Company intends to also adopt the investment banking approach for its real estate investments in the U.S.A, subject to commercial feasibility considerations. For real estate projects of a smaller scale, the Group may take a full or majority equity interest required to fund such projects. Conversely, for real estate projects of larger scale, the Group may take a minority equity interest in order to minimise risks. This would require the Group to take the role of a lead investor or arranger to source for co-investors or joint venture partners to participate in such projects, and playing as far as possible a lead or co-lead or project management role for the duration of these projects. The Company recognises that local knowledge and business contacts and networks of the management would be important in such a role, and the contribution from Mr. Neil Bush (subject to Shareholders approval of his appointment as Non- Executive Director and Chairman of the Company as well as the Placement) in this regard would therefore be beneficial. Particulars of the proven track record of management and Mr. Neil Bush are elaborated in paragraph 2.3 below. 2.3 Proven track record of management and Mr. Neil Bush in the U.S.A The Board considers that its management team has the experience to pursue real estate investments in the U.S.A. Mr. Tang, the Managing Director of the Company, has been successful in acquiring distressed property assets in the U.S.A. In the past 3 to 4 years, Mr. Tang, through American Pacific International Capital, Inc ( APIC ), has been active in the real estate market in the U.S.A and has accumulated a wealth of investment experience. APIC has so far acquired and is currently operating KOIN Tower, a landmark A-Class office building in Portland, Oregon, with over 400,000 square feet of leasable space and five hotels in downtown San Francisco with a total of 515 rooms. Currently, APIC is developing four real estate projects, two being single-family house projects in Oregon and the other two being condominium projects in downtown San Francisco. In addition, there are two large shopping malls being developed by APIC in California. The market values of the above-mentioned investments and projects have doubled as compared with their initial acquisition costs.

4 The Board also considers that Mr. Neil Bush s interest in investing in the Company through the Placee (as elaborated in paragraph 5 below) and his proposed appointment as a Non- Executive Director and Chairman of the Company will enable the Company to tap on his valuable experience as well as business contacts in various segments in the U.S.A. This will be a significant asset to the Company for its real estate investments in the U.S.A. By way of background, Mr. Neil Bush graduated from Tulane University with a bachelor s degree in International Economics and from the Tulane University Freeman School of Business with a master s degree in Business Administration. Mr. Bush has over 30 years of experience in energy-related businesses and international business development where he worked with Amoco Production Company (now BP) in Denver, Colorado. During the decade of the 1980s Mr. Bush formed two independent oil companies that explored for oil in various states including Wyoming, Colorado, California, and Michigan and in Argentina. He has engaged in various international business development activities with a focus on the U.S.A, the People s Republic of China (the PRC ) and the Middle East and has been a long-time business partner of Mr. Tang, through APIC. In particular, he has visited cities in the PRC and worked with numerous entities on a variety of projects including real estate development, energy, automobile parts, sheet rock manufacturing and paint production. Currently Mr. Bush has varied business interests in Hong Kong and China with ties to companies active in oil and gas exploration and exploitation, real estate development, and property management. He is a partner in a U.S. based EB5 investor business that attracts foreign investment into the U.S. that create jobs in exchange for immigration status. Mr. Bush is currently the President of ATX Oil, a company involved in the upstream oil and gas development in the U.S.A. He is also the Chairman of the Points of Light Institute, a national charitable organisation formed by President George H.W. Bush in 1989 to promote citizen service through volunteerism in communities across the U.S.A and increasingly overseas. He also serves on the boards of the Houston Salvation Army, as well as the Bush School of Government and Public Service. Mr. Chan Heng Fai and Mr. Chan Tong Wan, both Executive Directors, have extensive experience in mergers and acquisitions in the U.S.A, and in particular have successfully restructured numerous U.S.A companies that were in distress. Mr. Chan Heng Fai has restructured over 35 companies in different industries and countries in the past 40 years. In 1987, Mr. Chan Heng Fai acquired American Pacific Bank, a full service U.S. commercial bank, out of bankruptcy. He recapitalised, refocused and grew the bank s operations. Under his guidance, American Pacific Bank became a U.S. NASDAQ high asset quality bank, with zero loan losses for over 5 consecutive years before it was ultimately bought and merged into Riverview Bancorp Inc.. Prior to its merger with Riverview Bancorp Inc., in June 2004, American Pacific Bank was ranked #13 by the Seattle Times Annual Northwest s Top 100 Public Companies for the year 2003, and ranked #6 in the Oregon state for the year 2003, which ranked ahead of names such as Nike, Microsoft, Costco, AT&T Wireless and Amazon.com. Mr. Chan Tong Wan has over 15 years experience in investment banking related vocations and specialised in Asian equity financial products for two international investment banking firms, originating and dealing in listed and over-the-counter structured products. He was previously Series 7 and Series 24 licensed, which licences were administered by the Financial Industry Regulatory Authority (FINRA), entitling him to sell all types of securities products (with the exception of commodities and futures) and to supervise and manage branch activities. 2.4 Expansion into real estate projects outside of Singapore With the experience gained in the investment banking approach to property development and re-development, the Company is ready to extend the geographical scope of its real estate investment activities, including using the investment banking approach, to cover countries outside of Singapore. Although the Company has currently identified the U.S.A as an area of expansion, it does not exclude the possibilities of participating in real estate investments in countries in Asia.

5 2.5 Shareholders approval of the Expansion of Business outside Singapore At the EGM, the Company will be seeking Shareholders approval to expand the geographical scope of its real estate investment activities, including the adoption of the investment banking approach, to cover the U.S.A and the other countries in Asia. Each of the Rights Issue and the Placement is conditional upon approval of Shareholders of the Expansion of Business outside Singapore. 3. DETAILS OF THE RIGHTS ISSUE 3.1 Terms of the Rights Issue In connection with the Expansion of Business outside Singapore, the Company is proposing a renounceable non-underwritten rights issue of up to 12,923,915,730 1 new Shares (the Rights Shares ) at an issue price of S$0.015 for each Rights Share (the Issue Price ), on the basis of one (1) Rights Share for every one (1) existing Share held by Entitled Shareholders (as defined below) at a time and date to be determined by the Directors of the Company for the purposes of determining the Shareholders entitlements under the rights issue (the Books Closure Date ), fractional entitlements to be disregarded (the Rights Issue ). Fractional entitlements to any Rights Shares will be disregarded and will, together with the provisional allotments which are not taken up or allotted for any reason, be aggregated and allocated to satisfy excess applications (if any) or disposed of or otherwise dealt with in such manner as the Board, in its absolute discretion, deems fit in the interests of the Company. The Rights Shares are payable in full upon acceptance and/or application and will, upon allotment and issue, rank pari passu in all respects with the then existing issued and paid-up Shares, save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issuance of the Rights Shares. Entitled Shareholders will be entitled to participate in the Rights Issue and receive the Offer Information Statement (as defined in paragraph 3.8 below) together with the appropriate application forms and accompanying documents at their respective Singapore addresses. The Issue Price of S$0.015 represents a discount of approximately: (a) 11.8% to the closing price of S$0.017 per Share on the Singapore Exchange Securities Trading Limited (the SGX-ST ) on 8 March 2013, being the last trading day of the Shares on the SGX-ST prior to the date of this announcement; and (b) 6.3% to the theoretical ex-rights price of S$0.016 per Share (calculated based on the closing price of S$0.017 per Share on the SGX-ST on 8 March 2013 and after adjusting for the issuance of the Rights Shares). 3.2 Size of the Rights Issue As at the date hereof, there are a total of 12,867,087,926 issued Shares, as well as outstanding Convertible Bonds (as defined in footnote 1) and outstanding Share Options (as defined in footnote 1) issued by the Company for the subscription of up to 4,739,980 and 52,087,824 new Shares respectively. Assuming none of the outstanding Convertible Bonds and outstanding Share Options are converted or exercised before the Books Closure Date, 1 This is based on a total of 12,867,087,926 existing Shares in the capital of the Company as at the date of this announcement remaining the same as at the Books Closure Date and the full conversion of S$49,201 of the zero coupon convertible bonds due in 2014 issued by the Company (the Convertible Bonds ) into 4,739,980 new Shares and the full exercise of the outstanding share options granted to Mr. Yeo Wee Kiong (the Share Options ) into 52,087,824 new Shares on or before the Books Closure Date. Please refer to paragraph 3.2 for more details. The Placement Shares will be issued and the New Options will be granted only after the Books Closure Date.

6 12,867,087,926 Rights Shares (the Minimum Issue Size ) would be issued pursuant to the Undertakings (as defined and detailed in paragraph 4.1 below), raising an amount of S$193,006,319. Assuming the full conversion and exercise of the Convertible Bonds and the Share Options on or before the Books Closure Date, the share capital of the Company will be increased to 12,923,915,730 Shares. Accordingly, pursuant to the Undertakings, 12,923,915,730 Rights Shares (the Maximum Issue Size ) would be issued, raising an amount of S$193,858, Purpose of the Rights Issue and Use of Proceeds The Rights Issue will be fully subscribed and taken up pursuant to the Undertakings. The estimated gross proceeds of the Rights Issue will range between S$193,006,319 (based on the Minimum Issue Size) and S$193,858,736 (based on the Maximum Issue Size). The estimated net proceeds of the Rights Issue (the Net Proceeds ), after deducting estimated expenses of approximately S$200,000, will range between S$192,806,319 (based on the Minimum Issue Size) and S$193,658,736 (based on the Maximum Issue Size). As detailed in paragraph 2, the Company intends to expand the geographical scope of its real estate investment activities using the investment banking approach to cover countries outside of Singapore, and in particular, in the U.S.A. In deciding to undertake this Rights Issue and the Placement, the Board had taken into consideration the nature of the Group s business, the funding requirements, its past fund raising exercises over the past 2 years prior to the date of this announcement, the use of proceeds from these fund raising exercises, and the balance proceeds remaining. As announced on 25 February 2013, the Company has remaining proceeds from previous fund raising exercises of S$64.6 million to be used for its existing and new property development projects in Singapore and general working capital. In connection with the Expansion of the Business outside Singapore, the Company intends to further strengthen its capital base through the Rights Issue and/or the Placement to prepare itself for real estate investments in the U.S.A. Tapping on Mr. Tang s investment experience in the U.S. real estate market, the Board believes that the size of the Rights Issue is appropriate so as to position the Group as a credible investor in the U.S.A. The Company intends to utilise the whole of the Net Proceeds to pursue property investments in the U.S.A as and when they are identified. This could be carried out through direct acquisition of the real estate or the acquisition of vehicles holding the real estate. However, as the Company will continue to look for and expand its investment in the Singapore real estate market, the Company reserves the flexibility to re-allocate the use of the Net Proceeds for any future Singapore property-related business opportunities as well as other strategic investments, whether within or outside of Singapore, with ready exits or which are of a financial nature. The Company will comply with the relevant rules in the Listing Manual Section B: Rules of Catalist (the Catalist Rules ) of the SGX-ST before changing the use of proceeds of the Rights Issue. Pending the deployment of the Net Proceeds from the Rights Issue, such proceeds may be deposited with banks and/or financial institutions, invested in short-term money market instruments and/or marketable securities, or used for any other purpose on a short-term basis as the Directors may deem appropriate in the interest of the Group. The Company will make periodic announcements on the utilisation of the Net Proceeds as and when such proceeds are materially disbursed and subsequently provide a status report on the specific use of such proceeds and any material deviations therefrom in its annual report. The Directors are of the opinion that, after taking into consideration the present bank facilities, the working capital available to the Group is sufficient to meet its present requirements.

7 Notwithstanding the foregoing, the Company is undertaking the Rights Issue to further strengthen the Group s financial position, and place the Company in a stronger position with availability of funds so as to be able to quickly seize investment opportunities as and when they arise. The Directors are of the opinion that, after taking into consideration, the present bank facilities and the net proceeds of the Rights Issue, the working capital available to the Group is sufficient to meet its present requirements. 3.4 Non-Underwritten In view of the Undertakings, the Rights Issue will not be underwritten. 3.5 Eligibility of Shareholders to participate in the Rights Issue The Company proposes to provisionally allot Rights Shares to all Shareholders who are eligible to participate in the Rights Issue (the Entitled Shareholders ), who comprise the Entitled Depositors and the Entitled Scripholders. Entitled Depositors are Shareholders with Shares standing to the credit of their Securities Accounts and whose registered addresses with The Central Depository (Pte) Limited ( CDP ) are in Singapore as at the Books Closure Date or who have, at least three (3) market days prior to the Books Closure Date provided CDP with addresses in Singapore for the service of notices and documents (the Entitled Depositors ). Entitled Scripholders are Shareholders whose share certificates are not deposited with CDP and who have tendered to Boardroom Corporate & Advisory Services Pte. Ltd. (the Share Registrar ) valid transfers of their Shares and the certificates relating thereto for registration up to the Books Closure Date and whose registered addresses with the Company are in Singapore as at the Books Closure Date or who have, at least three (3) market days prior to the Books Closure Date provided the Share Registrar with addresses in Singapore for the service of notices and documents (the Entitled Scripholders ). 3.6 Provisional Allotments Entitled Shareholders will be at liberty to accept, decline or otherwise renounce or trade their provisional allotments of the Rights Shares and will be eligible to apply for additional Rights Shares in excess of their provisional allotments under the Rights Issue. Fractional entitlements to any Rights Shares will be disregarded in arriving at the Shareholders entitlements and will, together with the provisional allotments which are not taken up or allotted for any reason, be aggregated and used to satisfy excess applications (if any) or disposed of or otherwise dealt with in such manner as the Board, in its absolute discretion, deems fit for the benefit of the Company. In the allotment of excess Rights Shares, preference will be given to the rounding of odd lots, and Directors and substantial Shareholders who have control or influence over the Company in connection with the day-today affairs of the Company or the terms of the Rights Issue or have representation (direct or indirect through a nominee) on the Board will rank last in priority for the rounding of odd lots and allotment of excess Rights Shares. 3.7 Foreign Shareholders For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Rights Issue is only made in Singapore and the Rights Shares will NOT be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior to the Books Closure Date, provided CDP or the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents (the Foreign Shareholders ). The Offer Information Statement and the accompanying documents will not be mailed outside Singapore.

8 If it is practicable to do so, arrangements may be made, at the discretion of the Company, for the provisional allotments of Rights Shares, which would otherwise have been provisionally allotted to Foreign Shareholders, to be sold nil-paid on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares commence. Such sales may, however, only be entered into if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the expenses expected to be incurred. The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to the Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares entered against their names in the Depository Register as at the Books Closure Date and sent to them at their own risk by ordinary post, provided that where the amount of net proceeds to be distributed to any single Foreign Shareholder is less than S$10.00, the Company shall be entitled to retain or deal with such net proceeds as the Directors may, in their absolute discretion, deem fit and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP or their respective officers in connection therewith. Where such provisional allotments of Rights Shares are sold nil-paid on the SGX-ST, they will be sold at such price or prices as the Company may, in its absolute discretion, decide and no Foreign Shareholder shall have any claim whatsoever against the Company or CDP or their respective officers in respect of such sales or the proceeds thereof, the provisional allotments of Rights Shares or the Rights Shares represented by such provisional allotments. 3.8 Other Terms The terms and conditions of the Rights Issue are subject to such changes as the Directors deem fit. The final terms and conditions of the Rights Issue will be contained in the offer information statement (the Offer Information Statement ) to be lodged with the SGX-ST as agent for and on behalf of the Monetary Authority of Singapore, which will be despatched to Entitled Shareholders in due course. 3.9 Approvals for the Rights Issue The Rights Issue is subject to, inter alia, the following: (a) (b) (c) (d) (e) the approval in-principle from the Company s sponsor and/or the SGX-ST for the Rights Issue; the receipt of a listing and quotation notice from the SGX-ST for the dealing in, listing of and quotation for the Rights Shares on the Catalist, if such approval is granted subject to conditions, such conditions being acceptable to the Company and such approval not having been withdrawn or revoked on or prior to the closing date of the Rights Issue; the approval by the Shareholders of the Rights Issue at the EGM; the approval by the Shareholders of the Expansion of Business outside Singapore; and the lodgement of the Offer Information Statement with the SGX-ST as agent for and on behalf of the Monetary Authority of Singapore. Please note that the Rights Issue is not conditional upon approval of Shareholders for the Placement and/or the Grant of Options.

9 4. IRREVOCABLE UNDERTAKING FOR THE RIGHTS ISSUE 4.1 As at the date of this announcement, Haiyi holds 8,006,957,407 Shares, representing approximately 62.23% of the issued share capital of the Company. Haiyi has irrevocably and unconditionally undertaken, inter alia, to: (a) (b) (c) maintain its direct interest in not less than 8,006,957,407 Shares until the issuance of the Rights Shares under the Rights Issue; subscribe for all the 8,006,957,407 Rights Shares that Haiyi is entitled to subscribe for under the Rights Issue (the Entitled Rights Shares ) at the Issue Price and also to subscribe for all the Rights Shares that have not been subscribed by Entitled Shareholders at the close of the Rights Issue (collectively, the Undertakings ); and vote in favour of all resolutions relating to the Rights Issue proposed to be passed at the EGM. 4.2 In the event that none of the Rights Shares are subscribed other than by Haiyi pursuant to the Undertakings (and assuming that none of the outstanding Convertible Bonds and Share Options are converted or exercised before the issuance of the Rights Shares), Haiyi s shareholding interest in the Company will increase from the existing 62.23% to 81.11% on an enlarged basis immediately after the Rights Issue (and assuming before the issuance of the Placement Shares). 5. DETAILS OF THE PLACEMENT 5.1 The Placement is undertaken as an offer of securities to persons who each acquire the securities as principal pursuant to the exemption granted under Section 272B of the Securities and Futures Act (Cap. 289) and no commission, fee or other selling or promotion expenses is payable by the Company to any party in connection with the Placement, other than for those incurred for administrative or professional services. 5.2 The Placement Shares shall be issued free from all claims, mortgages, charges, liens and other encumbrances whatsoever and will rank pari passu in all respects with the existing Shares provided that, subject to completion of the Placement, the Placement Shares shall rank for, including, without limitation, any entitlements, distributions, dividends or rights, the record date in respect of which falls on or after the relevant date of completion of the Placement (the Completion Date ). 5.3 The Placement Shares shall not be entitled to any rights under the Rights Issue and the Placee shall not be entitled to participate in the Rights Issue. The Completion Date shall be a date falling within four (4) weeks after the date of the EGM, and where applicable, after the Books Closure Date (subject to the Rights Issue being approved by the Shareholders at the EGM). 5.4 When completed, the Placement will increase the existing issued share capital of the Company from S$145,734, comprising 12,867,087,926 Shares to S$178,734, comprising 15,067,087,926 Shares. The Placement Shares to be issued pursuant to the Placement Agreement represents approximately 17.1% of the total issued share capital of the Company as at the date hereof and 14.6% of the total issued share capital of the Company on an enlarged basis immediately after the issuance of the Placement Shares (and prior to the issuance of the Rights Shares). 5.5 Assuming the full subscription of the Rights Shares (subject to Shareholders approval at the EGM and assuming that all the outstanding Convertible Bonds and Share Options are converted or exercised before the Books Closure Date), the Placement Shares will represent approximately 7.84% of the total enlarged issued share capital of the Company (including the Rights Shares).

10 5.6 The Placement is part of the Group s overall strategy to diversify into the U.S. real estate market, to take advantage of the potential contributions from Mr. Neil Bush with his investment in the Placee. The Placement Price of S$0.015 for each Placement Share represents a discount of approximately: (a) (b) 14.9% to the volume weighted average price of S$ per Share for trades done on the SGX-ST on 8 March 2013 (being the preceding full market day up to the time on which the Placement Agreement was signed); and 6.3% to the theoretical ex-rights price of S$0.016 per Share (calculated based on the closing price of S$0.017 per Share for trades done on the SGX-ST on 8 March 2013 and after adjusting for the issuance of the Rights Shares). Accordingly, pursuant to Rule 811(3) of the Catalist Rules, the Placement is subject to the approval of Shareholders. 5.7 The Company will be seeking the approval of the Shareholders at the EGM with regard to the Placement subject to the terms and conditions of the Placement Agreement. The Company will not be relying on its general share issue mandate for the issuance of the Placement Shares. 5.8 The Placement is separate from the Rights Issue and is not conditional upon the approval of Shareholders for the Rights Issue and/or the Grant of Options. The Placement and the appointment of Mr. Neil Bush as a Non-Executive Director and Chairman are interconditional. The Placement is conditional upon the approval by the Shareholders of the Expansion of Business outside Singapore. 6. RATIONALE FOR THE PLACEMENT, INFORMATION ON THE PLACEE AND USE OF PROCEEDS 6.1 The Placee is a British Virgin Islands incorporated investment holding company with two (2) shareholders, namely Mr. Tang having a 70% equity interest and New Palace Developments Limited having the balance 30% equity interest. The ultimate shareholders of New Palace Developments Limited are Mr. Neil Bush and his wife who are business associates of Mr. Tang. As Mr. Neil Bush and his wife are interested in investing in the Company through the Placee, the Placement was made to the Placee. 6.2 Subject to, inter alia, the completion of the Placement and the approval by Shareholders for the appointment of Mr. Neil Bush as Non-Executive Director and Chairman of the Company, Mr. Neil Bush will be appointed as the Non-Executive Chairman of the Company and Mr. Yeo Wee Kiong will step down as Chairman of the Company while remaining as a Non- Executive Director. A copy of Mr. Neil Bush s curriculum vitae will be included in the Circular to be despatched to Shareholders. 6.3 As detailed in paragraphs 2.2 and 2.3 above, Mr. Neil Bush s investment in the Company through the Placee as well as his appointment to the Board will enable the Company to tap on his business contacts and experience in the various segments of the U.S.A so as to further the Company s interest in pursuing real estate investments in the U.S.A. where local knowledge and contacts will be important. The Placee has also expressed its support and confidence in the prospects of the Company and has agreed to a two (2) years moratorium on the Placement Shares. In support of the Placee s moratorium undertakings, Mr. Tang and New Palace Developments Limited, as the shareholders of the Placee, will each be providing an undertaking to the Company as conditions precedent under the Placement Agreement not to sell, offer to sell, transfer or otherwise dispose of the shares in the capital of the Placee held by each of them during the said two (2) years moratorium period. Taking into account the above, the Company has decided to place the Placement Shares to the Placee, subject to the approval of independent Shareholders. No commission or other payment is to be made to any party in connection with the Placee s subscription of the Placement Shares.

11 The Placee has represented to the Company that it is subscribing for the Placement Shares for its own account for investment. 6.4 The net proceeds from the Placement after deducting estimated expenses of S$200,000, is approximately S$32.8 million (there is no commission payable arising from the Placement). The Placement, in addition to the Rights Issue, will increase the Company's working capital and put the Company in a stronger position with availability of funds to quickly seize investment opportunities as and when they arise. The proceeds from the Placement will be used for the same purposes as the proceeds from the Rights Issue, as more particularly described in paragraph 3.3 above. Pending utilisation, the net proceeds from the Placement may be deposited with banks and/or financial institutions or invested in short term money markets and/or marketable securities, as the Directors may deem appropriate in the interests of the Company. 6.5 Pursuant to Rule 812(2) of the Catalist Rules, the Company may not issue any shares to persons falling within the categories set out in Rule 812(1) unless specific Shareholders approval for such an issue of Shares has been obtained. As such, specific Shareholders approval will be sought at the EGM for the issuance of the Placement Shares to the Placee, and the Placee and its associates will abstain from voting on the resolutions approving the subscription of the Placement Shares by the Placee. As the Placee is an associate of Mr. Tang who is a controlling shareholder of the Company, Mr Tang and his associates, including Haiyi, will also abstain from voting on the resolutions approving the issuance of the Placement Shares to the Placee. 6.6 The Company will make periodic announcements on the use of the Placement proceeds as and when the proceeds are materially disbursed, and provide a status report on the use of the Placement proceeds in the Company s annual reports. 6.7 The Directors are of the opinion that after taking into consideration the present bank facilities, the working capital available to the Group is sufficient to meet its present requirements. 6.8 The Directors are also of the opinion that after taking into consideration the present bank facilities and net proceeds of the Placement, the working capital available to the Group is sufficient to meet its present requirements. 7. DETAILS OF THE PLACEMENT AGREEMENT Some of the salient terms of the Placement Agreement are set out below: 7.1 Obligations of the Company and the Placee (a) (b) (c) Subject to the terms and conditions of the Placement Agreement, the Company agrees to allot and issue or sell (as the case may be), and the Placee agrees to subscribe and purchase the Placement Shares at the Placement Price for each Placement Share. The Placement Shares shall be issued or transferred free from all claims, charges, liens and other encumbrances whatsoever and shall rank pari passu in all respects with and carry all rights similar to the existing issued Shares, including without limitation, any dividend, right, allotment or other distributions, the record date for which falls on or after the Completion Date. The Placement Shares are subject to a moratorium of two (2) years from the Completion Date during which the Placee shall not sell, offer to sell, transfer or otherwise dispose of any of the Placement Shares.

12 7.2 Conditions Precedent The completion of the Placement by the Placee is conditional upon, inter alia: (a) (b) (c) (d) (e) (f) (g) (h) (i) the approval by the Shareholders of the Placement Agreement (and the transactions and matters contemplated thereunder), the issue and allotment of the Placement Shares, the Placement and the issuance of the Placement Shares to a person falling within any of the categories set out in Rule 812 of the Catalist Rules; the approval by the Shareholders of the Expansion of the Business outside Singapore; the approval of all regulatory authorities in Singapore including but not limited to the SGX-ST and the Securities Industry Council of the Placement Agreement (and the transactions and matters contemplated thereunder), the issue and allotment of the Placement Shares, the Placement and the issuance of the Placement Shares to a person falling within any of the categories set out in Rule 812 of the Catalist Rules, if required; and where such approval is subject to conditions, such conditions being satisfactory to the Company in its sole and absolute discretion; the Placement and the allotment, issue and subscription of the Placement Shares not being prohibited by any statute, order, rule, regulation or directive or request (whether or not having the force of law) promulgated or issued after the date of the Placement Agreement by any legislative, executive or regulatory body or authority in Singapore, including the SGX-ST and the Securities Industry Council; the receipt of a listing and quotation notice from the SGX-ST for the admission to, quotation and dealing of the Placement Shares on the Catalist being obtained, and if obtained on conditions, such conditions being acceptable to the Company and the Placee; and to the extent that any such conditions are required to be fulfilled on or before the Completion Date, they are so fulfilled; the Company complying with the provisions of the Companies Act (Cap. 50), the Securities and Futures Act (Cap. 289) and the Catalist Rules in respect of the Placement; the Company having received the irrevocable letter of undertaking from Mr. Tang agreeing not to sell, offer to sell, transfer or otherwise dispose of any of the shares in the capital of the Placee held by him as at the date of the Placement Agreement for the period of two (2) years from the Completion Date; the Company having received the irrevocable letter of undertaking from New Palace Developments Limited agreeing not to sell, offer to sell, transfer or otherwise dispose of any of the shares in the capital of the Placee held by it as at the date of the Placement Agreement for the period of two (2) years from the Completion Date; and the Company having received the letter of consent from Mr. Neil Bush, consenting to act as a Non-Executive Director and the Chairman of the Company with effect from the Completion Date. In relation to the Placement Agreement, if any of the conditions precedent is not satisfied within six (6) months from the date of the Placement Agreement or such other date as the parties may agree in writing, the Placement Agreement shall ipso facto cease and determine thereafter and none of the parties thereto shall have any claim against the other for costs, expenses, damages, losses, compensation or otherwise.

13 8. THE PLACEMENT AS AN INTERESTED PERSON TRANSACTION 8.1 Haiyi is a controlling shareholder of the Company by virtue of its 62.23% interest in the share capital of the Company. The Placee is an associate of Mr. Tang, the Managing Director, by virtue of his shareholding interest in the Placee. 8.2 Pursuant to Chapter 9 of the Catalist Rules, the Placee is an interested person and its Placement of the Placement Shares is therefore an interested person transaction for the purposes of Chapter 9 of the Catalist Rules. 8.3 Based on the latest audited consolidated financial statements of the Group as at 31 March 2012, the net tangible asset of the Group is approximately S$42,794,000. The Placement Price of the Placement Shares subscribed by the Placee, amounting to S$33,000,000, represents approximately 77.1% of the latest audited net tangible asset of the Group. Shareholders approval is therefore required under Rule 906(a) of the Catalist Rules for the Placement of the Placement Shares by the Placee. 9. STATEMENT OF THE AUDIT COMMITTEE IN RESPECT OF THE PLACEMENT The Audit Committee of the Company (which comprises Messrs Wong Tat Keung, Yeo Wee Kiong and Tan Tai Soon) has reviewed the rationale for and the terms of the Placement up to the date hereof and is of the view that the Placement is on normal commercial terms, and is not prejudicial to the interests of the Company and its minority Shareholders. As the issuance of the Placement Shares falls under a transaction under Rule 921(4)(b)(i) of the Catalist Rules, being the issuance of shares pursuant to Part IV of Chapter 8 of the Catalist Rules for cash, an opinion from an independent financial adviser is not required. The Audit Committee has therefore not obtained an opinion from an independent financial adviser in forming its view. 10. AGGREGATE VALUE OF THE INTERESTED PERSON TRANSACTION WITH THE PLACEE As at the date of this announcement, no interested person transactions (other than the Placement of the Placement Shares to the Placee) have been entered into with the Placee for the financial year ending 31 March FINANCIAL EFFECTS OF THE PLACEMENT AND RIGHTS ISSUE 11.1 Net asset value ( NAV ) per Share Assuming that the Placement and the Rights Issue had been completed on 30 September 2012 (being the latest announced unaudited financial statements for the six months ended 30 September 2012), the NAV per Share as at 30 September 2012, after adjusting for the conversion of the CCPS with an aggregate principal amount of S$94,400,000 and the issuance of the Placement Shares and the Rights Shares (based on the Minimum Issue Size) is as follows:

14 NAV (S$ 000) Number of Shares NAV per Share (cents) As at 30 September ,120 4,867,087, After the conversion of the CCPSs After the completion of the Placement After the completion of the Placement (2) and the Rights Issue (based on the Minimum Issue Size) 152,320 12,867,087, ,120 15,067,087, ,926 27,934,172, Earnings / (Loss) per Share ( EPS ) Assuming that the Placement and the Rights Issue had been completed on 1 April 2011, the EPS for the year ended 31 March 2012 after adjusting for the conversion of the CCPS and the issuance of the Placement Shares and Rights Shares (based on the Minimum Issue Size) is as follows: Number of Shares EPS (cents) For the year ended 31 March ,348,108,000 (1) (0.0101) After the conversion of the Convertible Bonds 4,501,087,926 (0.0075) After the completion of private placements in April & May 2012 After the conversion of the CCPSs in November ,867,087,926 (0.0069) 12,867,087,926 (0.0026) After the completion of the Placement 15,067,087,926 (0.0022) After the completion of the Placement (2) and the Rights Issue (based on the Minimum Issue Size) 27,934,175,852 (0.0012) Notes: (1) Based on the number of issued Shares as at 31 March (2) As mentioned in paragraph 5.3, the Placement Shares will not be entitled to any rights under the Rights Issue. 12. THE PROPOSED APPOINTMENT OF MR. NEIL BUSH AS A NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE COMPANY For the reasons set out in paragraphs 2.2, 2.3, 6 and 7 above and to further align Mr. Neil Bush s interest with the Company in addition to his interest in the strategic placement of the Placement Shares to the Placee, the Board has invited Mr. Neil Bush to be appointed as a Non-Executive Director and the new Chairman of the Company. The Company will be seeking Shareholders approval at the EGM for Mr. Neil s appointment. The appointment and

15 the Placement are inter-conditional. Upon the appointment of Mr. Neil Bush as a Non- Executive Director and Chairman of the Company, the current Chairman of the Company, Mr. Yeo Wee Kiong will be re-designated as a Non-Executive Director The Nominating Committee of the Company (which comprises Messrs Wong Tat Keung, Yeo Wee Kiong and Tan Tai Soon) has assessed and approved the proposed appointment of Mr. Neil Bush as Non-Executive Director and Chairman of the Company Brief particulars of Mr. Neil Bush are set out in paragraph 2.3 above. A copy of his full curriculum vitae will be included in the Circular to be despatched to Shareholders. 13. DETAILS OF THE GRANT OF OPTIONS 13.1 On 10 March 2013, the Board conditionally resolved to grant an aggregate 700,000,000 New Options to the Executive Directors, Mr. Chan Heng Fai, Mr. Chan Tung Moe and Mr. Chan Tong Wan (collectively, the Grantees ) for nil consideration. Each New Option shall entitle the holder to subscribe for one (1) new Share ( New Share ) upon its exercise during the exercise period and in accordance with the terms of the grant. Subject to the approval of independent Shareholders at the EGM, it is proposed that approval be given to the Remuneration Committee of the Company to grant the New Options to Mr. Chan Heng Fai, Mr. Chan Tung Moe and Mr. Chan Tong Wan on the following terms: Proposed date of grant of New Options Mr. Chan Heng Fai Mr. Chan Tung Moe Mr. Chan Tong Wan Any time within four (4) weeks from the date of the EGM and where applicable, after the Books Closure Date and/or the Completion Date, whichever is the later. Any time within four (4) weeks from the date of the EGM and where applicable, after the Books Closure Date and/or the Completion Date, whichever is the later. Any time within four (4) weeks from the date of the EGM and where applicable, after the Books Closure Date and/or the Completion Date, whichever is the later. Number of New Shares comprised in the New Options 400,000,000 Shares (representing approximately 3.11% of the total number of issued Shares as at the date of this announcement and 1.43% of the total number of issued Shares as enlarged by the Rights Shares (based on the Minimum Issue Size) and the Placement Shares) in two (2) tranches: 200,000,000 Shares (representing approximately 1.55% of the total number of issued Shares as at the date of this announcement and 0.72% of the total number of issued Shares as enlarged by the Rights Shares (based on the Minimum Issue Size) and the Placement Shares) 100,000,000 Shares (representing approximately 0.78% of the total number of issued Shares as at the date of this announcement and 0.36% of the total number of issued Shares as enlarged by the Rights Shares (based on the Minimum Issue Size) and the Placement Shares) Tranche 1: 200,000,000 Shares Tranche 2: 200,000,000 Shares