TSIT WING INTERNATIONAL HOLDINGS LIMITED...2009/08/07 · PROPOSED VOLUNTARY DELISTING OF TSIT WING...

CIRCULAR DATED 5 AUGUST 2009

THIS CIRCULAR IS IMPORTANT AS IT CONTAINS THE RECOMMENDATION OF THE UNCONFLICTEDDIRECTORS OF TSIT WING INTERNATIONAL HOLDINGS LIMITED AND THE ADVICE OF KPMGCORPORATE FINANCE PTE LTD. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION. PLEASEREAD IT CAREFULLY.

If you are in any doubt in relation to this Circular or as to the course of action that you should take,you should consult your stockbroker, bank manager, solicitor, tax adviser, accountant or otherprofessional adviser immediately.

If you have sold or transferred all your shares in the capital of Tsit Wing International Holdings Limited (the“Company”), you should immediately forward this Circular together with the Notice of Special General Meetingand the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agentthrough whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for thecorrectness of any of the statements made, opinions expressed or reports contained in this Circular.

This Circular, the Exit Offer Letter, and the Acceptance Forms (each term as defined herein) shall not beconstrued as, may not be used for the purpose of, and do not constitute, a notice or proposal or advertisementor an offer or invitation or solicitation in any jurisdiction or in any circumstance in which such a notice orproposal or advertisement or an offer or invitation or solicitation is unlawful or not authorised, or to any personto whom it is unlawful to make such a notice or proposal or advertisement or an offer or invitation orsolicitation.

TSIT WING INTERNATIONAL HOLDINGS LIMITED(Incorporated in the Bermuda)

(Company Registration No.: 28653)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED VOLUNTARY DELISTING OF TSIT WING INTERNATIONAL HOLDINGS LIMITEDPURSUANT TO RULES 1307 AND 1309 OF THE SGX-ST LISTING MANUAL

Independent Financial Adviser to the Unconflicted Directors of the Company

KPMG CORPORATE FINANCE PTE LTD(Incorporated in Singapore)

(Company Registration No.: 198500417D)

IMPORTANT DATES AND TIMES

Last date and time for lodgement of proxy form : 31 August 2009 at 10:00 a.m.

Date and time of Special General Meeting : 2 September 2009 at 10:00 a.m.

Venue of Special General Meeting : Singapore Marriott Hotel, Ballroom III, Level 3,320 Orchard Road, Singapore 238865

Depositors who wish to attend the SGM in person or appoint their nominee(s) to attend and vote ontheir behalf will need to complete certain forms. Please refer to the notes on page 9 of this Circularfor details.

Page

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

CAUTIONARY NOTE FORWARD LOOKING STATEMENTS ............................................................ 8

INDICATIVE TIMETABLE .................................................................................................................... 9

LETTER TO SHAREHOLDERS

1. INTRODUCTION ...................................................................................................................... 11

2. THE DELISTING PROPOSAL .................................................................................................. 12

3. THE EXIT OFFER .................................................................................................................... 13

4. OPTIONS PROPOSAL.............................................................................................................. 15

5. IMPLICATIONS OF DELISTING FOR SHAREHOLDERS AND COMPULSORY ACQUISITION............................................................................................................................ 16

6. INFORMATION ON THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH IT .. 17

7. INFORMATION ON THE COMPANY ........................................................................................ 18

8. RATIONALE FOR THE DELISTING AND INTENTIONS RELATING TO THE COMPANY ...... 18

9. BENCHMARKING THE EXIT OFFER ...................................................................................... 20

10. OVERSEAS SHAREHOLDERS ................................................................................................ 20

11. INFORMATION IN RESPECT OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .................................................................................................................... 22

12. INTERESTS OF SUBSTANTIAL SHAREHOLDERS ................................................................ 23

13. CONFIRMATION OF FINANCIAL RESOURCES...................................................................... 23

14. ADVICE OF KPMG TO THE UNCONFLICTED DIRECTORS .................................................. 23

15. UNCONFLICTED DIRECTORS’ RECOMMENDATION ............................................................ 24

16. SPECIAL GENERAL MEETING................................................................................................ 24

17. ACTION TO BE TAKEN BY SHAREHOLDERS ........................................................................ 25

18. DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................ 26

19. CONSENTS .............................................................................................................................. 26

20. DOCUMENTS AVAILABLE FOR INSPECTION........................................................................ 26

21. ADDITIONAL INFORMATION .................................................................................................. 27

APPENDICES

I LETTER FROM KPMG TO THE UNCONFLICTED DIRECTORS ............................................ 28

II ADDITIONAL INFORMATION ON THE OFFEROR .................................................................. 51

III ADDITIONAL INFORMATION ON THE COMPANY.................................................................. 55

IV PROCEDURES FOR ACCEPTANCE OF THE EXIT OFFER .................................................. 91

NOTICE OF SPECIAL GENERAL MEETING .................................................................................... 96

CONTENTS

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Except where the context otherwise requires, the following definitions apply throughout this Circular, theFAA and the FAT:

GENERAL

“Acceptance Forms” : FAA and/or FAT, as the case may be

“Act” : Companies Act, Chapter 50 of Singapore, as may be amended ormodified from time to time

“Approval Threshold” : Has the meaning ascribed to it in paragraph 5.2(c) of this Circular

“Bermuda Companies Act” : The Bermuda Companies Act 1981 of Bermuda, as may beamended or modified from time to time

“Board” : The board of Directors of the Company

“Books Closure Date” : Has the meaning ascribed to it in paragraph 3.2(a) of this Circular

“BVI” : The British Virgin Islands

“Bye-Laws” : The bye-laws of the Company, as may be amended or modifiedfrom time to time

“Circular” : This circular to Shareholders dated 5 August 2009 issued by theCompany

“Closing Date” : 5:30 p.m. on 16 September 2009, or such later date(s) as may beannounced from time to time by or on behalf of the Offeror, beingthe last day for the lodgment of acceptances of the Exit Offer

“Code” : The Singapore Code on Take-overs and Mergers, as may beamended or modified from time to time

“Commencement of Trading : Has the meaning ascribed to it in paragraph 8.1 of this CircularHalt”

“Consenting Shareholders” : Has the meaning ascribed to it in paragraph 5.2(c)(i) of thisCircular

“Controlling Shareholder” : A Shareholder who:

(a) holds directly or indirectly 15% or more of the total numberof issued Shares excluding treasury shares, unlessdetermined by SGX-ST that such person is not a controllingshareholder; or

(b) in fact exercises control over the Company

“Court” : Has the meaning ascribed to it in paragraph 5.2(d) of this Circular

“Delisting” : The voluntary delisting of the Company from the Official List ofSGX-ST under Rules 1307 and 1309 of the Listing Manual

“Delisting Proposal” : Proposal by the Offeror dated 10 June 2009 to the Company toseek the voluntary delisting of the Company from the Official List ofSGX-ST under Rules 1307 and 1309 of the Listing Manual andmore particularly described in paragraph 1 of this Circular

DEFINITIONS

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“Delisting Resolution” : The resolution to be proposed at the SGM to approve the Delisting

“Depositor Proxy Forms” : Has the meaning ascribed to it on page 9 of this Circular

“Directors” : Directors of the Company (including the Excluded Directors andthe Unconflicted Directors) as at the Latest Practicable Date

“Dissenting Shareholders” : Has the meaning ascribed to it in paragraph 5.2(c) of this Circular

“Excluded Directors” : Wong Tat Pui and Wong Tat Tong

“Exit Offer” : The delisting exit offer to be made by MUSS (subject to theapproval of the Delisting Resolution by Shareholders), for and onbehalf of the Offeror to acquire the Offer Shares on the terms andconditions set out in this Circular, the Exit Offer Letter, the OptionsProposal Letter, as well as the relevant FAA and FAT, as the casemay be

“Exit Offer Letter” : The letter dated 5 August 2009 setting out the terms andconditions of the Exit Offer (including the FAA and FAT), which willbe despatched by MUSS for and on behalf of the Offeror to theShareholders in relation to the Exit Offer, on the same date as thisCircular

“Exit Offer Period” : Period during which the Exit Offer is open for acceptance byShareholders holding Offer Shares, to be set out in the Exit OfferLetter

“Exit Offer Price” : S$0.27 in cash for each Offer Share accepted under the Exit Offeras set out in paragraph 1 of this Circular

“FAA” : Form of Acceptance and Authorisation, applicable to Shareholderswhose Offer Shares are deposited with CDP

“FAT” : Form of Acceptance and Transfer, applicable to Shareholderswhose Offer Shares are not deposited with CDP

“FY” : Financial year ended or ending 31 December

“HKD” and “HK cents” : Hong Kong dollar and Hong Kong cents, the lawful currency ofHong Kong

“IFA Letter” : The letter dated 5 August 2009 from KPMG to the UnconflictedDirectors as set out in Appendix I of this Circular

“IFRS” : International Financial Reporting Standards

“Joint Announcement” : Joint announcement dated 15 June 2009 made by the Offeror andthe Company on the Delisting Proposal and the Exit Offer

“Joint Announcement Date” : 15 June 2009, the date on which the Joint Announcement wasmade

“Last Traded Day” : Has the meaning ascribed to it in paragraph 8.1 of this Circular

“Latest Practicable Date” : 29 July 2009, being the latest practicable date prior to the printingof this Circular

DEFINITIONS

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“Listing Manual” : The Listing Manual of the SGX-ST in force as at the LatestPracticable Date

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

“Memorandum of Association” : The memorandum of association of the Company, as may beamended or modified from time to time

“Notice of SGM” : Notice of the SGM in the form set out in page 96 of this Circular

“NTA” : Net tangible assets

“Offeror Directors” : Wong Tat Pui and Wong Tat Tong

“Offer Shares” : All Shares in issue (and to be issued pursuant to the valid exerciseprior the Closing Date of any Options) other than those alreadyowned, controlled or agreed to be acquired, directly or indirectly bythe Offeror and the parties acting in concert with it in connectionwith the Exit Offer as at the date of the Exit Offer

“Options” : Options to subscribe for new Shares granted pursuant to theScheme

“Option Price” : Has the meaning ascribed to it in paragraphs 4.1 and 4.2 of thisCircular

“Options Proposal” : The proposal made by MUSS, for and behalf of the Offeror, inrelation to the outstanding Options and more particularly describedin paragraph 4 of this Circular

“Optionholders” : Holders of outstanding Options

“Overseas Shareholders” : Shareholders whose addresses are outside Singapore as shown inthe register of members of the Company or, as the case may be, inthe records of CDP

“Q1 2009” : The three months ended 31 March 2009

“Restricted Jurisdiction” : Has the meaning ascribed to it in paragraph 10.1 of this Circular

“Scheme” : The Tsit Wing Employees Share Option Scheme 2001

“Securities Account” : Securities account maintained by a Depositor with CDP, but doesnot include a securities sub-account

“SFRS” : Singapore Financial Reporting Standards

“SGM” : The special general meeting of the Company to be held on2 September 2009, notice of which is set out in this Circular, andany adjournment thereof

“Shares” : Ordinary shares in the capital of the Company with a par value ofHKD 0.25 each

DEFINITIONS

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“Shareholders” : Registered holders of Shares for the time being, which for thepurpose of this Circular includes members registered on theprincipal register of members of the Company, except that wherethe registered holder is CDP, the term “Shareholders” in relation toShares held by CDP shall, where the context admits, mean thepersons named as Depositors who have Shares entered againsttheir names in the Depository Register maintained by CDP for thetime being

“Shareholder Proxy Form” : Has the meaning ascribed to it on page 9 of this Circular

“S$” and “cents” : Singapore dollars and cents, respectively, being the lawful currencyof the Republic of Singapore

“TWG Dividend” : Has the meaning ascribed to it in paragraph 3.2 of this Circular

“Unconflicted Directors” : The Directors who are considered independent for the purpose ofmaking recommendations on the Delisting Proposal and the ExitOffer to the Shareholders, namely Chan Sum Yu Samuel, KamChun Pong Bernard, Chan Chi Chung, Tan Kay Hock, So Kai LauPeter and Tan Sin Ghee

“USD” or “US$” : United States dollars, being the lawful currency of the UnitedStates of America

“VWAP” : Volume weighted average price

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

COMPANIES / ORGANISATIONS / PERSONS

“CDP” : The Central Depository (Pte) Limited

“Company” : Tsit Wing International Holdings Limited, a company incorporatedin Bermuda

“DB Nominees” : DB Nominees (Singapore) Pte Ltd

“Fair Link” or the “Offeror” : Fair Link Investments Limited, a company incorporated in BVI

“Global King” : Global King International Limited, a company incorporated in BVI

“Group” : Collectively, the Company and its subsidiaries

“KPMG” : KPMG Corporate Finance Pte Ltd, the independent financialadviser to the Unconflicted Directors of the Company

“MUSS” : Mitsubishi UFJ Securities (Singapore), Limited, the financialadviser to the Offeror in respect of the Delisting Proposal and theExit Offer

“Prosperous Town” : Prosperous Town Limited, a company incorporated in BVI

“Share Transfer Agent” : Boardroom Corporate & Advisory Services Pte. Ltd.

“SIC” : Securities Industry Council of Singapore

DEFINITIONS

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“SGX-ST” : Singapore Exchange Securities Trading Limited

“Snappy” : Snappy Performance Ltd., a company incorporated in BVI

“Swift Mind” : Swift Mind Holdings Limited, a company incorporated in BVI

“The Excel Fortune Trust” : The Excel Fortune Trust, a discretionary trust established underthe laws of Jersey and the eligible beneficiaries of which includemembers of Wong Tat Pui’s immediate family

“The Prosperity 2000 Trust” : The Prosperity 2000 Trust, a discretionary trust established underthe laws of Jersey and the eligible beneficiaries of which includemembers of Wong Tat Tong’s immediate family

“The Wong Family 2000 Trust” : The Wong Family 2000 Trust, a discretionary trust establishedunder the laws of Jersey and the eligible beneficiaries of whichinclude members of Wong Sek Fook’s immediate family (whichincludes Wong Tat Pui)

“Trustcorp Limited” : A trustee for the Excel Fortune Trust, The Wong Family 2000 Trustand The Prosperity 2000 Trust

“WBC” : Wong’s Brothers Consortium Inc., a company incorporated in BVI

“Yeoman Capital” : Yeoman Capital Management Pte Ltd, a company incorporated inSingapore

“Zhuhai Tsit Wing” : Zhuhai Tsit Wing Food Co., Ltd, a wholly owned subsidiary of theCompany

Unless otherwise defined, the terms “acting in concert” and “associates” shall have the meaningsascribed to them in the Code.

The terms “Depositor” and “Depository Register” shall have the meanings ascribed to themrespectively in Section 130A of the Act.

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

Any reference in this Circular to any enactment is a reference to that enactment as for the time beingamended or re-enacted. Any word defined in the Act, the Listing Manual or the Code or any modificationthereof and used in this Circular shall, where applicable, have the meaning assigned to it under the Act,the Listing Manual or the Code or any modification thereof, as the case may be, unless the contextotherwise requires.

Any reference to a time of day and date in this Circular is made by reference to Singapore time and date,unless otherwise stated.

Any discrepancies in this Circular between the listed amounts and the total thereof are due to rounding.Accordingly, figures may have been adjusted to ensure that totals reflect an arithmetic aggregation of thefigures that precede them.

In this Circular, the issued and paid-up share capital of the Company as at the Latest Practicable Date isHKD 48,235,999.75 comprising 192,943,999 ordinary shares of par value HKD 0.25 each per Share.

DEFINITIONS

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All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as“seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” andsimilar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and“might”. These statements reflect the Company’s or the Offeror’s current expectations, beliefs, hopes,intentions or strategies regarding the future and assumptions in light of currently available information.Such forward-looking statements are not guarantees of future performance or events and involve knownand unknown risks and uncertainties. Accordingly, actual results may differ materially from thosedescribed in such forward-looking statements. Shareholders and investors should not place unduereliance on such forward-looking statements, and neither the Company nor the Offeror undertakes anyobligation to update publicly or revise any forward-looking statements.

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

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Last date and time(1)(2) for lodgement of proxyforms for the SGM

Date and time of the SGM

Expected commencement of Exit Offer Period

Expected Closing Date

Expected date for the Delisting

Expected date for the payment of the Exit OfferPrice, in respect of valid acceptances of theExit Offer

Shareholders should note that, save for the last date and time for lodgement of proxy forms for the SGMand the date and time of the SGM, the above timetable is indicative only and may be subject to change.For the events listed above which are described as “expected”, please refer to future announcement(s) bythe Company for the exact dates and times of these events.

PLEASE NOTE THAT THE EXIT OFFER IS CONDITIONAL UPON, INTER ALIA, THE DELISTINGRESOLUTION BEING PASSED AT THE SGM BUT WILL NOT BE CONDITIONAL UPON A MINIMUMNUMBER OF ACCEPTANCES BEING RECEIVED. PLEASE ALSO NOTE THAT APPROVING THEDELISTING RESOLUTION AT THE SGM DOES NOT AUTOMATICALLY MEAN THAT YOU HAVEACCEPTED THE EXIT OFFER. PLEASE REFER TO APPENDIX IV TO THIS CIRCULAR IF YOU WISHTO ACCEPT THE EXIT OFFER.

Notes:

(1) A Depositor shall not be regarded as a member of the Company entitled to attend the SGM and tospeak and vote at the SGM.

Depositors who are individuals and who wish to attend the SGM in person need to complete andreturn the proxy form which is despatched together with this Circular to Depositors (the “DepositorProxy Form”) in accordance with the instructions printed thereon as soon as possible and in anyevent, so as to reach the office of the Company’s Singapore Share Transfer Agent, BoardroomCorporate & Advisory Services Pte. Ltd. at 3 Church Street, #08-01 Samsung Hub, Singapore049483, no later than 31 August 2009 at 10:00 a.m. in order to be able to attend and/or vote at suchmeeting.

(2) Depositors who are individuals and who are unable to attend the SGM personally and wish toappoint their nominee(s) to attend and vote on their behalf should also complete, sign and return theDepositor Proxy Form in accordance with the instructions printed thereon as soon as possible andin any event, so as to reach the office of the Company’s Singapore Share Transfer Agent,Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009 at 10:00 a.m. forthe appointment of nominee(s) to attend and vote at the SGM on their behalf. Similarly, a Depositorwho is a corporation and who wishes to attend the SGM must submit the Depositor Proxy Form assoon as possible and in any event, so as to reach the office of the Company’s Singapore ShareTransfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009 at10:00 a.m. for the appointment of nominee(s) to attend and vote at the SGM on its behalf.

A Shareholder who is not a Depositor and who wishes to appoint his nominee(s) to attend and voteon his behalf should complete, sign and return the proxy form despatched to Shareholders who arenot Depositors (the “Shareholder Proxy Form”).

INDICATIVE TIMETABLE

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: 31 August 2009 at 10:00 a.m.

: 2 September 2009 at 10:00 a.m.

: 7 August 2009

: 16 September 2009

: Late October 2009, which would be announcedby the Company subsequently

: Not later than 10 days after the DelistingResolution has been passed at the SGM, or 10days after the date of receipt of validacceptances where such acceptances aretendered after the Delisting Resolution hasbeen passed at the SGM (as may beapplicable)

To be effective, the Depositor Proxy Form or the Shareholder Proxy Form must be deposited at theoffice of the Company’s Singapore Share Transfer Agent, Boardroom Corporate & Advisory ServicesPte. Ltd. by 31 August 2009 at 10:00 a.m., being a date not less than 48 hours before the timeappointed for holding the SGM, or an adjourned meeting. The completion and return of a proxy formwill not prejudice a Shareholder or Depositor from attending and voting in person at the SGM inplace of his proxy.


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(Company Registration No. 28653)

Board of Directors: Registered Office:

Wong Tat Tong, Chairman, Executive Director, Managing Director and Canon’s CourtChief Executive Officer 22 Victoria StreetWong Tat Pui, Deputy Chairman and Executive Director Hamilton HM 12Chan Sum Yu Samuel, Executive Director BermudaKam Chun Pong Bernard, Executive Director Chan Chi Chung, Independent DirectorTan Kay Hock, Independent DirectorSo Kai Lau Peter, Independent DirectorTan Sin Ghee, Independent Director

5 August 2009

To: The Shareholders of Tsit Wing International Holdings Limited

Dear Sir/Madam

PROPOSED VOLUNTARY DELISTING OF TSIT WING INTERNATIONAL HOLDINGS LIMITED UNDERRULES 1307 AND 1309 OF THE LISTING MANUAL

1. INTRODUCTION

On 15 June 2009, Fair Link and the Company jointly announced that the Directors had received aproposal from Fair Link to seek the voluntary delisting of the Company from the Official List of theSGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual (the “Delisting Proposal”). Inconnection with the Delisting Proposal, subject to the approval of the Delisting Resolution by theShareholders, MUSS, for and on behalf of the Offeror, will make an Exit Offer to acquire the OfferShares at the Exit Offer Price of S$0.27 in cash for each Offer Share subject to, amongst others,the approval of the Delisting Resolution at the SGM (see paragraph 3.3 below). A copy of the JointAnnouncement is available on the website of the SGX-ST at www.sgx.com.

The Directors, having reviewed the Delisting Proposal, resolved, inter alia, to convene a SGM toseek the approval of Shareholders for the Delisting Resolution and to apply to the SGX-ST for theDelisting of the Company.

The purpose of this Circular is to provide Shareholders with relevant information pertaining to theDelisting Proposal (including, without limitation, the Exit Offer) and to seek Shareholders’ approvalat the SGM to be held on 2 September 2009 for the Delisting of the Company from the Official Listof the SGX-ST.

The Unconflicted Directors have appointed KPMG as their independent financial adviser in respectof the Exit Offer. The purpose of this Circular is to provide relevant information pertaining to theExit Offer and to set out the recommendation of the Unconflicted Directors and the advice ofKPMG in relation to the Exit Offer to Shareholders. Shareholders should consider carefully therecommendation of the Unconflicted Directors and the advice of KPMG before deciding whether toaccept or reject the Exit Offer.


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2. THE DELISTING PROPOSAL

Under the terms of the Delisting Proposal, MUSS, for and on behalf of the Offeror, will be makingthe Exit Offer to acquire the Offer Shares. The Exit Offer is conditional on, amongst others, theDelisting Resolution being passed at the SGM in accordance with the requirements of Rule 1307of the Listing Manual. The Delisting Resolution, if passed by the Shareholders, will result in thedelisting of the Company from the Official List of the SGX-ST.

2.1. Rules 1307 and 1309 of the Listing Manual

Under Rule 1307 of the Listing Manual, SGX-ST may agree to an application by the Company todelist from the Official List of the SGX-ST if:

(a) the Company convenes the SGM to obtain Shareholders’ approval for the Delisting;

(b) the Delisting Resolution is approved by a majority of at least 75 per cent. of the total numberof issued Shares (excluding treasury shares) held by Shareholders present and voting, on apoll, either in person or by proxy, at the SGM (the Directors and Controlling Shareholdersneed not abstain from voting on the Delisting Resolution); and

(c) the Delisting Resolution is not voted against by 10 per cent. or more of the total number ofissued Shares (excluding treasury shares) held by Shareholders present and voting, on apoll, either in person or by proxy, at the SGM.

In addition, under Rule 1309 of the Listing Manual, if the Company is seeking to delist from theSGX-ST:

(i) a reasonable exit alternative, which should normally be in cash, should be offered toShareholders; and

(ii) the Company should normally appoint an independent financial adviser to advise on the ExitOffer.

2.2. Application to the SIC

On 10 June 2009, an application was made to the SIC to seek clarification regarding the extent towhich the provisions of the Code applied to the Exit Offer. In addition, confirmation was soughtfrom the SIC that the Excluded Directors are exempt from the requirement of making arecommendation to Shareholders on the Exit Offer as they have irreconcilable conflicts of interestin relation to the Exit Offer.

The SIC ruled on 25 June 2009 that:-

(a) the Exit Offer is exempted from compliance with the following provisions of the Code:

(i) Rule 20.1 on keeping the Exit Offer open for 14 days after it is revised;

(ii) Rule 22 on the offer timetable;

(iii) Rule 28 on acceptances; and

(iv) Rule 29 on the right of acceptors to withdraw their acceptances; and

(b) subject to the following conditions:

(i) disclosure in this Circular of the following:-

(A) the consolidated NTA per Share of the Group based on the latest publishedaccounts; and


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(B) particulars of all known material changes as at the Latest Practicable Datewhich may affect the consolidated NTA per Share of the Group or a statementthat there are no such known material changes; and

(ii) the Exit Offer remaining open for at least:

(A) 21 days after the date of the despatch of the Exit Offer Letter if the Exit OfferLetter is despatched after Shareholders’ approval for the Delisting has beenobtained; or

(B) 14 days after the date of the announcement of Shareholders’ approval of theDelisting if the Exit Offer Letter is despatched on the same date as this Circular;and

(c) the Excluded Directors are exempted from the requirement to make a recommendation onthe Exit Offer to the Shareholders provided that the Excluded Directors must still assumeresponsibility for the accuracy of facts stated and the opinions expressed in documents oradvertisements issued by, or on behalf of, the Company to the Shareholders in connectionwith the Exit Offer.

3. THE EXIT OFFER

Subject to the approval of the Delisting Resolution by the Shareholders, MUSS, for and on behalfof the Offeror, will make the Exit Offer to acquire all the Offer Shares on the terms and subject tothe conditions set out in this Circular, the Exit Offer Letter and the Acceptance Forms.

3.1. Terms of the Exit Offer

The consideration for the Exit Offer will be:

For each Offer Share: S$0.27 in cash.

The Exit Offer Price will be applicable to any number of Offer Shares tendered under the Exit Offer.Shareholders may choose to accept the Exit Offer in respect of all or part of their holdings of theOffer Shares. Each Shareholder who accepts the Exit Offer will receive S$270 for every 1,000Offer Shares tendered for acceptance under the Exit Offer.

Shareholders should note that if the Delisting is not approved at the SGM, the condition to the ExitOffer will not be fulfilled and the Exit Offer will lapse. Shareholders may choose to accept the ExitOffer before the SGM. However, such acceptance is conditional upon the Delisting Resolutionbeing passed at the SGM.

The Offer Shares will be acquired fully paid and free from all liens, equities, mortgages, charges,encumbrances, rights of pre-emption and other third party rights and interests of any naturewhatsoever, and together with all rights, benefits and entitlements attached thereto as at the JointAnnouncement Date and thereafter attaching thereto (including the right to receive all dividendsand other distributions, if any, announced, declared, paid or made thereon by the Company, on orafter the Joint Announcement Date).


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3.2. Adjustment for Dividends

Without prejudice to the generality of paragraph 3.1 above, the Exit Offer Price has beendetermined on the basis that the Offer Shares will be acquired with the right to receive anydividends which may be announced, declared, made or paid by the Company on or after the JointAnnouncement Date (the “TWG Dividend”). In the event any TWG Dividend has been paid by theCompany to a Shareholder who accepts the Exit Offer, the Exit Offer Price payable to suchaccepting Shareholder shall be reduced by an amount which is equal to the net amount of suchTWG Dividend (being the gross dividend less the applicable tax, if any) announced, declared,made or paid by the Company on or after the Joint Announcement Date:

(a) if the settlement date in respect of the Offer Shares accepted pursuant to the Exit Offer fallson or before the books closure date for the determination of entitlements to the TWGDividend (the “Books Closure Date”), the Offeror will pay the relevant acceptingShareholders the Exit Offer Price in cash for each Offer Share as the Offeror will receive theTWG Dividend in respect of those Offer Shares from the Company; and

(b) if the settlement date in respect of the Offer Shares accepted pursuant to the Exit Offer fallsafter the Books Closure Date, the net amount of TWG Dividend (being the gross dividendless the applicable tax, if any) in respect of such Offer Shares will be deducted from the ExitOffer Price payable for such Offer Shares, as the Offeror will not receive the TWG Dividendin respect of those Offer Shares from the Company.

3.3. Conditions

The Delisting and the Exit Offer will be conditional on, inter alia, the approval of the DelistingResolution at the SGM (as described in paragraphs 2.1(b) and (c) of this Circular). The Companyhad on 3 July 2009 made an application to the SGX-ST to delist the Company from the Official Listof the SGX-ST. The SGX-ST has advised in its letter dated 29 July 2009 that, subject to approvalby Shareholders at the SGM, it does not have any objection to the delisting of the Company fromthe Official List of the SGX-ST. However, this is not to be taken as an indication of the merits of theDelisting Proposal.

Under Rule 1307(2) of the Listing Manual, all Shareholders including the Directors and ControllingShareholders, are not required to abstain from voting on the Delisting Resolution. Therefore,Controlling Shareholders WBC and Snappy, will be entitled and have indicated that they intend tovote their entire shareholding interest in the issued share capital of the Company in favour of theDelisting Resolution.

As more particularly described in paragraph 12 of this Circular, as at the Latest Practicable Date,WBC holds 106,360,591 Shares, representing 55.13 per cent. of the issued Shares and Snappyholds 40,112,791 Shares, representing 20.79 per cent. of the issued Shares. Together with theinterest of the Offeror of 1,814,000 Shares representing 0.94 per cent. of the issued Shares, theOfferor and its concert parties collectively own 148,287,382 Shares, representing 76.86 per cent.of the issued Shares.

Shareholders may accept the Exit Offer in respect of all or part of their holding of Offer Shares.

The Exit Offer will not be conditional upon a minimum number of acceptances beingreceived.

Shareholders who wish to accept the Exit Offer should note that acceptances of the ExitOffer shall be irrevocable.


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3.4. Warranty

Acceptance of the Exit Offer will be deemed to constitute an unconditional and irrevocable warrantyby the accepting Shareholder that each Offer Share tendered in acceptance of the Exit Offer issold by the accepting Shareholder, as or on behalf of the beneficial owner(s) thereof, fully paid andfree from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and otherthird party rights and interests of any nature whatsoever, and together with all rights, benefits andentitlements attached thereto as at the Joint Announcement Date and thereafter attaching thereto(including the right to receive all dividends and other distributions, if any, announced, declared,paid or made thereon by the Company on or after the Joint Announcement Date).

3.5. Duration

If the Delisting Resolution is approved by Shareholders at the SGM, the Exit Offer will be open foracceptance by Shareholders for at least 14 days after the date of the announcement ofShareholders’ approval of the Delisting Resolution. Accordingly, the Exit Offer will close on16 September 2009 at 5.30 p.m., or such later date(s) as may be announced from time totime by or on behalf of the Offeror.

Although no extension of the Exit Offer is currently contemplated, if the Exit Offer is extended, anannouncement will be made of such extension, and the Exit Offer will remain open for acceptancefor such period as may be announced. If the Exit Offer is extended, Shareholders who have validlyaccepted the Exit Offer in respect of part of their Offer Shares will be entitled to tender additionalOffer Shares in acceptance of the Exit Offer.

4. OPTIONS PROPOSAL

4.1. As at the Latest Practicable Date, there are in aggregate 480,000 outstanding Options grantedunder the Scheme. Under the rules of the Scheme, the Options are not transferable by theOptionholders. In view of this restriction, MUSS, for and on behalf of the Offeror, will not make anyoffer to acquire the Options (although, for the avoidance of doubt, the Exit Offer will be extended toall new Shares unconditionally issued or to be issued pursuant to the valid exercise of the Optionsprior to the close of the Exit Offer).

Instead, MUSS, for and on behalf of the Offeror, will make a conditional proposal (the “OptionsProposal”) to the Optionholders, subject to:

(a) the requisite approval of the Shareholders of the Delisting Resolution; and

(b) the relevant Options continuing to be valid and exercisable into new Shares.

Pursuant to the Options Proposal, the Offeror will pay to such Optionholders a cash amount(determined as provided below) (the “Option Price”) in consideration of such Optionholdersagreeing:

(i) not to exercise any of such Options into new Shares; and

(ii) not to exercise any of their rights as Optionholders,

in each case from the date of their acceptance of the Options Proposal to the respective dates ofexpiry of such Options. Further, if the requisite approval of the Shareholders for the DelistingResolution is obtained, Optionholders who have accepted the Options Proposal will also berequired to surrender all of their Options for cancellation. If the Exit Offer lapses, or is withdrawn, orif the relevant Options cease to be exercisable into new Shares, then the Options Proposal willlapse accordingly.


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4.2. Option Price

The Option Price is computed on a “see-through” basis. In other words, the Option Price is equal tothe Exit Offer Price minus the exercise price of that Option. Where the exercise price of an Optionis equal to or in excess of the Exit Offer Price, the Option Price for each Option will be fixed atS$0.001.

4.3. Exit Offer and Options Proposal are Separate and Mutually Exclusive

The Exit Offer and the Options Proposal are separate and mutually exclusive. The OptionsProposal does not form part of the Exit Offer, and vice versa. Without prejudice to the foregoing, ifOptionholders exercise their Options in order to accept the Exit Offer in respect of the new Sharesto be issued pursuant to such valid exercise of their Options, they may not accept the OptionsProposal in respect of such Options. Conversely, if Optionholders wish to accept the OptionsProposal in respect of their Options, they may not exercise those Options in order to accept theExit Offer in respect of the new Shares to be issued pursuant to such valid exercise of theirOptions.

4.4. Further Information

A separate letter setting out the Options Proposal has been despatched, for and on behalf of theOfferor, to the Optionholders on the same day as the despatch of the Exit Offer Letter.

5. IMPLICATIONS OF DELISTING FOR SHAREHOLDERS AND COMPULSORY ACQUISITION

5.1. Delisting

Shareholders should note that if the Delisting Resolution is approved in accordance with therequirements of the Listing Manual (as described in paragraph 2.1 of this Circular), the Companywill be delisted. Following the Delisting, Shareholders who do not accept the Exit Offer will continueto hold Shares in the Company, which will then be an unlisted company.

Shares of unlisted companies are generally valued at a discount to the shares ofcomparable listed companies due to the lack of liquidity. As such, it is likely to be difficultfor Shareholders who do not accept the Exit Offer to sell their Shares in the absence of apublic market for the Shares as there is no arrangement for Shareholders to exit. If theCompany is delisted, even if such Shareholders were able to sell their Shares, they mayreceive a lower price as compared with the Exit Offer Price.

If the Company is delisted from the Official List of the SGX-ST, it will no longer be obliged tocomply with the requirements of the SGX-ST, in particular the continuing corporate disclosurerequirements under Chapter 7 and Appendices 7.1 to 7.4 of the Listing Manual. Nonetheless, as acompany incorporated in Bermuda, the Company will still need to comply with the BermudaCompanies Act, its Memorandum of Association and its Bye-Laws and the interests ofShareholders who do not accept the Exit Offer will be protected to the extent provided for by theBermuda Companies Act.

Each Shareholder who holds Shares that are deposited with CDP and does not accept the ExitOffer will be entitled to one share certificate representing his/her/its delisted Shares held. TheCompany will arrange to forward the share certificate to such Shareholders for their safekeeping.

5.2. Compulsory Acquisition of Shares

(a) The Company is incorporated in Bermuda. The Offeror may pursue any rights of compulsoryacquisition that arise under the Bermuda Companies Act as a result of the Exit Offer.

(b) Under Bye-Law 193 of the Bye-Laws, certain provisions of the Act relating to takeovers andthe provisions of the Code apply to all takeover offers for the Company.

(c) Under Section 102(1) of the Bermuda Companies Act, in the event that:


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(i) the Exit Offer has, within four months, been accepted by holders (the “ConsentingShareholders”) of at least 90% in value of the Offer Shares excluding the Sharesalready held by the Offeror, its nominees, its subsidiaries, subsidiaries’ nominees orconcert parties, and any treasury shares; and

(ii) where the Offeror already holds more than 10% of the total issued Shares, theConsenting Shareholders also represent not less than 75% in number of the holdersof the Offer Shares,

(the “Approval Threshold”), then the Offeror may, at any time, within two monthscommencing from the date of which the Approval Threshold is achieved, give notice underSection 102(1) of the Bermuda Companies Act to dissenting Shareholders (the “DissentingShareholders”) to inform them of the Offeror’s intention to acquire the remaining OfferShares of such Dissenting Shareholders upon the same terms as the Exit Offer.

(d) Under Section 103 of the Bermuda Companies Act, in the event that the Offeror and theparties acting in concert with it hold not less than 95% of the total Shares (excluding anytreasury shares), the Offeror may, after the close of the Exit Offer, give notice to theremaining Shareholders of their intention to acquire the Shares of the remainingShareholders not tendered in acceptance of the Exit Offer on the terms set out in the notice,which may or may not be the same as the Exit Offer. When such a notice is given, theOfferor shall be entitled and bound to acquire the Shares of the remaining Shareholders,unless a remaining Shareholder applies to the Supreme Court of Bermuda (the “Court”) toappraise the value of such Shares.

(e) The Offeror has confirmed in the Delisting Proposal that it intends to compulsorily acquire allthe Shares not tendered in acceptance of the Exit Offer pursuant to either Section 102(1) orSection 103 of the Bermuda Companies Act if it is entitled to do so.

(f) It should be noted that Shareholders who do not accept the Exit Offer would have acorresponding right, under and subject to Section 102(2) of the Bermuda Companies Act torequire the Offeror to acquire their Shares at the Exit Offer Price, in the event that theShares acquired by the Offeror pursuant to the Exit Offer, together with any other Sharesheld by the Offeror and the parties acting in concert with it comprise 90% or more of theShares.

Shareholders who wish to exercise their rights under Section 102(2) of the BermudaCompanies Act are advised to seek independent professional advice.

(g) In summary, depending on the method of compulsory acquisition, Dissenting Shareholderswould have rights, exercisable within one month of any notice of compulsory acquisition, toapply to the Court either to (i) object to the compulsory acquisition or (ii) have the value oftheir Shares appraised or assessed by the Court.

6. INFORMATION ON THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH IT

The information in this paragraph is based on information provided by and representations madeby the Offeror.

Offeror

The Offeror was incorporated in BVI on 8 April 2009. As at the Latest Practicable Date, it has anauthorised share capital of up to 50,000 shares each of a par value USD 1.00 and an issued andwholly paid-up capital of USD 1.00 comprising 1 ordinary share. The issued share in the capital ofthe Offeror is registered in the name of WBC, a Controlling Shareholder. The principal activity ofthe Offeror is holding investments.


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As at the Latest Practicable Date, the directors of the Offeror are as follows:

(a) Wong Tat Tong; and

(b) Wong Tat Pui.

Concert parties

WBC is a company incorporated under the laws of BVI. As at the Latest Practicable Date, WongTat Tong and Wong Tat Pui are deemed to have an interest in the shareholding interest (direct anddeemed) of WBC of 108,174,591 Shares.

Snappy is also a company incorporated under the laws of BVI. As at the Latest Practicable Date,Wong Tat Pui is deemed to have a further interest in 40,112,791 Shares held by Snappy, as he isone of the beneficiaries of the ultimate shareholder of Snappy.

Additional information on the Offeror and the parties acting in concert with it, is set out in AppendixII to this Circular.

7. INFORMATION ON THE COMPANY

The Company was incorporated in Bermuda on 13 June 2000. As at the Latest Practicable Date,the Company has an authorised capital of HKD 100,000,000.00 and an issued and paid-up capitalof HKD 48,235,999.75 comprising 192,943,999 Shares of par value HKD 0.25 each.

From its beginnings as a coffee, tea and grocery supplier to the catering market, the Company isbecoming one of the industry leaders in the catering and food service segment in Hong Kong. TheGroup has expanded its business portfolio to include coffee shops, distributing branded coffee andtea machines, and marketing and selling instant beverage products to the consumer market.

In addition, the Company has expanded its business to Singapore, Malaysia and other Asiancountries subsequent to its entry into China and Canada. It also sells and distributes renownedbranded food and beverage products to compliment its coffee and tea business.

Additional information on the Company, is set out in Appendix III to this Circular.

8. RATIONALE FOR THE DELISTING AND INTENTIONS RELATING TO THE COMPANY

Based on the Delisting Proposal, the Offeror has stated the rationale for Delisting and its intentionas follows:

8.1. Low Trading Liquidity.

As at the Joint Announcement Date, the Offeror and the parties acting in concert with it collectivelyheld approximately 75.9 per cent. of the issued share capital of the Company, implying a free floatno greater than 24.1 per cent. of the issued share capital of the Company. The trading volume ofthe Shares has been low with an average daily trading volume of 38,254 Shares over the twelvemonth period prior to the Commencement of Trading Halt (as defined below), representingapproximately 0.02 per cent. of the issued share capital of the Company. In addition, there wereonly 25 days in the last twelve month period prior to the Commencement of Trading Halt (asdefined below) which the Shares were traded. There were no trades on the Shares on the SGX-STfrom 29 May 2009 (being the last full traded day of the Shares on the SGX-ST prior to the JointAnnouncement Date) (the “Last Traded Day”) up to 11 June 2009, when the trading halt prior tothe Joint Announcement Date commenced (the “Commencement of Trading Halt”).

Based on the historical trading patterns, it is the Offeror’s view that the low liquidity of the Shares islikely to continue and accordingly, the purpose of maintaining Company’s listing status for tradingliquidity of the Shares does not appear to have been achieved.


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8.2. Low Market Valuation

The Offeror believes that the Company’s Share price does not reflect the underlying value of itsbusiness after taking into consideration (i) various valuation ratios between the Company’s Shareprice versus the share prices of comparable companies and (ii) the discount of the Company’sShare price from NTA per Share of the Company prior to the Commencement of Trading Halt.

8.3. Compliance Costs of Maintaining Listing

The Company incurs compliance costs in maintaining its listing status. The proposed Delisting ofthe Company, if proceeded with, would allow the Company to dispense with expenses and/orresources relating to the maintenance of a listing status and focus its resources on its businessoperations.

8.4. Restructuring

The Offeror intends to undertake a review which may result in significant restructuring andadditional capital investments with a view to expand the business of the Group in China. It is theOfferor’s view that the Delisting, if proceeded with, would allow the Group greater flexibility toundergo this restructuring and allow the Offeror to make the necessary capital investments morespeedily if the Company is a private company.

Additionally, it is the Offeror’s view that such restructuring and capital investments may result inshare price volatility if the Company continues its listing status during this period. The Delistingwould allow the Group to undergo the said restructuring and capital investment without burdeningpublic Shareholders or subjecting them to undue Share price volatility. The Delisting also reducesthe cost and complexity of complying with the listing rules and regulations of the SGX-ST duringthis period.

8.5. Upfront Premium

The Exit Offer Price represents a premium of approximately 35.0 per cent. over the last transactedprice per Share of S$0.20 as at 29 May 2009 (being the Last Traded Day), and a premium ofapproximately 32.4 per cent., 32.4 per cent., and 35.0 per cent. over the volume weighted averageprice (“VWAP”) of the Shares over the one-month, three-month, and six-month periods prior to theCommencement of Trading Halt, respectively.

Through the Delisting Proposal, the accepting Shareholders will have an opportunity to realise theirinvestments in the Company for a cash consideration at a premium over the market prices of theShares, an option which may not otherwise be readily available due to the low trading liquidity ofthe Shares.

8.6. Intention of the Offeror for the Company

The Offeror intends to undertake a review of the assets, strategy and operations of the Group,which may result in the restructuring of business operations and making additional capitalinvestments, where necessary, with a view to expand its business in China. Following suchrestructuring, the Offeror intends to evaluate various strategic options, including listing the sharesof the Company on a recognised stock exchange at an opportune time in the future if conditionsare favourable.

Pending the above review, the Offeror has no immediate intention to (a) propose any majorchanges to the businesses of the Group, (b) redeploy the fixed assets of the Group or (c)discontinue the employment of the employees of the Group.


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9. BENCHMARKING THE EXIT OFFER

The information below relating to certain financial aspects of the Exit Offer was obtained frompublicly available data1.

The Exit Offer Price represents:-

(a) a premium of approximately 35.0 per cent. over the last transacted price of S$0.200 perShare on the SGX-ST on 29 May 2009, being the Last Traded Day;

(b) a premium of approximately 32.4 per cent. over the VWAP of S$0.204 per Share on theSGX-ST for the one-month period prior to the Commencement of Trading Halt;

(c) a premium of approximately 32.4 per cent. over the VWAP of S$0.204 per Share on theSGX-ST for the three-month period prior to the Commencement of Trading Halt;

(d) a premium of approximately 35.0 per cent. over the VWAP of S$0.200 per Share on theSGX-ST for the six-month period prior to the Commencement of Trading Halt;

(e) a premium of approximately 33.0 per cent. over the VWAP of S$0.203 per Share on theSGX-ST for the 12 month period prior to the Commencement of Trading Halt; and

(f) a premium of approximately 12.0 per cent. over the Company’s unaudited consolidated NTAper Share of HKD 1.298 or S$0.2412 as at 31 March 2009.

10. OVERSEAS SHAREHOLDERS

10.1. Overseas Shareholders

This Circular does not constitute an offer to sell or the solicitation of an offer to subscribe for or buyany security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issuance or transfer of the securities referred to in this Circular, in any jurisdiction incontravention of applicable law. The Exit Offer will be made solely by the Exit Offer Letter and therelevant Acceptance Forms accompanying the Exit Offer Letter, which set out the full terms andconditions of the Exit Offer, including details on how the Exit Offer may be accepted.

The release, publication or distribution of this Circular in certain jurisdictions may be restricted bylaw and therefore persons in any such jurisdictions into which this Circular is released, publishedor distributed should inform themselves about and observe such restrictions.

The Exit Offer is made to all Shareholders holding Offer Shares, including those to whom the ExitOffer Letter and the Acceptance Forms have not been or will not be sent. However, the availabilityof the Exit Offer to Shareholders whose addresses are outside Singapore, as shown on theRegister of Members of the Company or, as the case may be, in the records of CDP (the“Overseas Shareholder”) may be affected by the laws of the relevant overseas jurisdictions.Accordingly, Overseas Shareholders should inform themselves about, and observe, any applicablelegal requirements in their own jurisdictions. Where there are potential restrictions on sending theExit Offer Letter and the Acceptance Forms to any overseas jurisdiction, the Offeror and MUSSreserve the right not to send such documents to the relevant overseas jurisdictions.


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1 Source: Bloomberg L.P.

2 Based on Bloomberg L.P. quoted Singapore dollars to Hong Kong dollars exchange rate of 5.3765 as at the Latest PracticableDate.

Copies of the Exit Offer Letter, relevant Acceptance Forms and any other formal documentationrelating to the Exit Offer are not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from any jurisdiction where the making of or theacceptance of the Exit Offer would potentially violate the applicable laws of that jurisdiction (the“Restricted Jurisdiction”) and will not be capable of acceptance by any such use, instrumentalityor facility within any Restricted Jurisdiction and persons receiving such documents (includingcustodians, nominees and trustees) must not mail or otherwise forward, distribute or send them inor into or from any Restricted Jurisdiction. For the avoidance of doubt, the Exit Offer is made to allShareholders, including those to whom this Circular, the Exit Offer Letter and the AcceptanceForms have not been, or may not be, sent.

10.2. Copies of this Circular and the Exit Offer Letter

Overseas Shareholders may, nonetheless, obtain copies of this Circular, the Exit Offer Letter, therelevant Acceptance Forms and any related documents, during normal business hours, from thedate of this Circular and up to the Closing Date, from the Company’s Singapore Share TransferAgent, Boardroom Corporate & Advisory Services Pte. Ltd. at 3 Church Street, #08-01 SamsungHub, Singapore 049483. Alternatively, an Overseas Shareholder may write to Fair Link InvestmentsLimited c/o Boardroom Corporate & Advisory Services Pte. Ltd., at 3 Church Street, #08-01Samsung Hub, Singapore 049483 to request for this Circular, the Exit Offer Letter, the relevantAcceptance Forms and any related documents to be sent to an address in Singapore by ordinarypost at the Overseas Shareholder’s own risk (the last day for despatch in respect of such requestshall be a date falling three Market Days prior to the Closing Date).

10.3. Overseas jurisdiction

It is the responsibility of any Overseas Shareholder who wishes to request for the Exit Offer Letter,the relevant Acceptance Forms and any related documents to satisfy himself as to the fullobservance of the laws of any relevant jurisdictions in that connection, including the obtaining ofany governmental or other consent which may be required, and compliance with all necessaryformalities or legal requirements. In requesting for the Exit Offer Letter, the relevant AcceptanceForms and any related documents, the Overseas Shareholder represents and warrants to theOfferor that he is in full observance of the laws of the relevant jurisdictions in that connection, andthat he is in full compliance with all necessary formalities or legal requirements.

Such Overseas Shareholder shall be liable for any such taxes, imposts, duties or other requisitepayments payable and the Offeror and any person acting on its behalf shall be fully indemnifiedand held harmless by such Overseas Shareholder for any such taxes, imposts, duties or otherrequisite payments as the Offeror and/or any person acting on its behalf may be required to pay.Any Overseas Shareholder who is in any doubt about his position should consult hisprofessional adviser in the relevant jurisdiction.

10.4. Notice

The Offeror and MUSS reserve the right to (a) reject any acceptance of the Exit Offer where itbelieves, or has reason to believe, that such acceptance may violate the applicable laws of anyjurisdiction; and (b) notify any matter, including the fact that the Exit Offer has been made, to anyor all Overseas Shareholders by announcement to the SGX-ST and if necessary, paidadvertisement in a newspaper published and circulated in Singapore, in which case such noticeshall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder toreceive or see such announcement or advertisement.


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11. INFORMATION IN RESPECT OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

11.1. Independence of Directors

All the Directors, except for the Excluded Directors, are independent for the purposes of the ExitOffer and are required to make a recommendation to Shareholders in respect of the Exit Offer. Asfurther explained in paragraph 2.2(b) above, the SIC ruled on 25 June 2009 that the ExcludedDirectors will be exempted from the requirement of making a recommendation to Shareholders onthe Exit Offer.

The Excluded Directors face irreconcilable conflicts of interest in relation to the Exit Offer for thereasons as set out below:

(a) Wong Tat Tong, the Chairman, Executive Director, Managing Director and Chief ExecutiveOfficer of the Company, is a director of the Offeror, and is a party acting in concert with theOfferor; and

(b) Wong Tat Pui, the Deputy Chairman and Executive Director of the Company, is a director ofthe Offeror, and is a party acting in concert with the Offeror.

All the Directors (including, for the avoidance of doubt, the Excluded Directors) are responsible forthe accuracy of facts stated, opinions expressed and completeness of the information given by theCompany to the Shareholders on the Exit Offer, including information contained in announcementsand documents issued by or on behalf of the Company in connection with the Exit Offer.

11.2. Interest in Shares and Options

As at the Latest Practicable Date, the interests of the Directors who have an interest, direct orindirect, in the Shares and Options are set out below:-

Number of Shares % of Total Interest in

Direct Deemed Total the Issued Directors Interest Interest Interest Share Capital

Wong Tat Tong – 108,174,591 108,174,591 56.07Wong Tat Pui – 148,287,382 148,287,382 76.86

Options to subscribe for ordinary shares in the Company

Chan Chi Chung 240,000 – 240,000 –Tan Kay Hock 240,000 – 240,000 –

Note:

Wong Tat Tong and Wong Tat Pui are deemed to have an interest in 108,174,591 ordinary shares of the Company held(directly or indirectly) by WBC by virtue of Section 7 of the Act. In addition to this, Wong Tat Pui is deemed to have a furtherinterest in 40,112,791 ordinary shares of the Company held by Snappy by virtue of Section 7 the Act. Please refer toparagraph 12 below for further information.


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12. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the interests of the substantial shareholders, save for Yeo SengChong and Yeoman Capital (please see note 7 below), who have an interest, direct or indirect, inthe Shares are set out below:-


Direct Deemed Total the Issued Name of Shareholder Interest Interest Interest Share Capital

Wong’s Brothers Consortium Inc. 106,360,591 1,814,000 108,174,591 56.07

Snappy Performance Ltd. 40,112,791 – 40,112,791 20.79

Wong Tat Tong – 108,174,591 108,174,591 56.07

Wong Tat Pui – 148,287,382 148,287,382 76.86

Wong Sek Fook – 40,112,791 40,112,791 20.79

Yeo Seng Chong 1,125,000 10,478,000 11,603,000 6.01

Yeoman Capital Management Pte Ltd – 10,478,000 10,478,000 5.43

Notes:

1. Wong Tat Tong and Wong Tat Pui are brothers.

2. Swift Mind, Prosperous Town and Global King hold 22.2%, 47.3% and 30.5% respectively of the voting rights ofWBC.

3. Swift Mind is wholly-owned by Trustcorp Limited as trustee for The Excel Fortune Trust. The eligible beneficiaries ofThe Excel Fortune Trust include members of Wong Tat Pui’s immediate family. Accordingly, Wong Tat Pui is deemed,by virtue of the interests of members of his immediate family in such shares, to have a 22.2% interest in the capital ofWBC held by Swift Mind and is deemed to have an interest in all the 108,174,591 Shares held (directly or indirectly)by WBC.

4. Wong Tat Tong, our Director, is also a director of Prosperous Town and Global King. All the issued ordinary shares ofProsperous Town and Global King are held by Trustcorp Limited as trustee for The Prosperity 2000 Trust.

5. The eligible beneficiaries of The Prosperity 2000 Trust include members of Wong Tat Tong’s immediate family.Accordingly, Wong Tat Tong is deemed, by virtue of the interests of members of his immediate family in such shares,to have an aggregate 77.8% interest in the capital of WBC held by Prosperous Town and Global King and is deemedto have an interest in all the 108,174,591 Shares held (directly or indirectly) by WBC.

6. The sole issued ordinary share of Snappy is held by Trustcorp Limited as trustee for The Wong Family 2000. Theeligible beneficiaries of The Wong Family 2000 Trust include members of Wong Sek Fook’s immediate family (whichincludes Wong Tat Pui). Accordingly, Wong Tat Pui is deemed to have an interest in all the 40,112,791 Shares held(directly or indirectly) by Snappy. Wong Sek Fook is deemed, by virtue of the interests of members of his immediatefamily in such shares, to have an interest in all the 40,112,791 Shares held (directly or indirectly) by Snappy. WongSek Fook is the father of Wong Tat Tong and Wong Tat Pui, our Executive Directors.

7. Information on the shareholding interest of Yeo Seng Chong and Yeoman Capital Management Pte Ltd is extractedfrom the Company’s 2008 annual report.

13. CONFIRMATION OF FINANCIAL RESOURCES

MUSS, being the financial adviser to the Offeror for the Delisting and in connection with the ExitOffer, has confirmed that sufficient financial resources are available to the Offeror to satisfy in fullall acceptances of the Exit Offer on the basis of the Exit Offer Price and the Options Proposal onthe basis of the Option Price.

14. ADVICE OF KPMG TO THE UNCONFLICTED DIRECTORS

KPMG has been appointed by the Board as the independent financial adviser to the UnconflictedDirectors in relation to the Exit Offer and has issued the IFA Letter. The summary of therecommendation of KPMG to the Unconflicted Directors, as extracted from the IFA Letter is initalics below (emphasis added):


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After carefully considering the information available to us as at the Latest Practicable Date, andbased upon the monetary, industry, market, economic and other relevant conditions subsisting asat the Latest Practicable Date and based on our considerations above, we are of the opinion thatthe financial terms of the Exit Offer are fair and we advise the Unconflicted Directors to advise theindependent Shareholders to accept the Exit Offer and vote in favour of the DelistingResolution.

Shareholders are advised to read the extract above in conjunction with, and in the context of thefull text of the IFA Letter from KPMG which is set out in Appendix I to this Circular.

15. UNCONFLICTED DIRECTORS’ RECOMMENDATION

Shareholders are advised by the Unconflicted Directors to read the IFA Letter carefully. TheUnconflicted Directors draw to the attention of the Shareholders paragraph 5 of this Circular thatdiscusses the implications of Delisting for Shareholders and compulsory acquisition. TheUnconflicted Directors also recommend that any Shareholder who may require specific advice inrelation to his investment portfolio should consult his stockbroker, bank manager, solicitor,accountant, tax adviser or other professional advisers.

In reaching the recommendation set out below, the Unconflicted Directors have consideredcarefully, amongst other things, the terms of the Delisting Proposal including the Exit Offer and theadvice given by KPMG.

The Unconflicted Directors concur with the recommendations of KPMG in respect of the Exit Offerand accordingly advise Shareholders to vote in favour of the Delisting Resolution.

In relation to the Exit Offer and in the event that the Delisting Resolution is passed, theUnconflicted Directors recommend that the Shareholders accept the Exit Offer.

Alternatively, Shareholders may wish to sell their Shares in the open market if they are able toobtain a price higher than the Exit Offer Price (after deducting related expenses) and choose not toaccept the Exit Offer. Shareholders who wish to retain all or part of their investment in the Sharesare advised to take into consideration the general economic conditions and the implications ofholding shares in an unlisted company as set out under paragraph 5 of this Circular in the eventthat the Delisting Resolution is passed at the SGM.

In rendering the above advice and giving the above recommendations in paragraphs 14 and 15above, the Unconflicted Directors and KPMG have not taken into consideration the specificinvestment objectives, financial situation, tax position, or particular needs and constraints of anyindividual Shareholder. As each Shareholder would have different objectives and profiles, theUnconflicted Directors recommend that any individual Shareholder who may require specific advicein relation to his/her investment objectives or portfolio should consult his/her stockbroker, bankmanager, solicitor, accountant, tax adviser or other professional adviser immediately.

16. SPECIAL GENERAL MEETING

The SGM, as convened by the Notice attached to this Circular, will be held at Singapore MarriottHotel, Ballroom III, Level 3, 320 Orchard Road, Singapore 238865, on 2 September 2009 at 10:00a.m.. The purpose of this SGM is for Shareholders to consider and, if thought fit, pass, on a poll,with or without amendments, the resolution set out in the Notice of SGM of this Circular.


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17. ACTION TO BE TAKEN BY SHAREHOLDERS

17.1. Proxy forms

A Depositor shall not be regarded as a member of the Company entitled to attend the SGM and tospeak and vote at the SGM.

Depositors who are individuals and who wish to attend the SGM in person need to complete andreturn the Depositor Proxy Form in accordance with the instructions printed thereon as soon aspossible and in any event, so as to reach the office of the Company’s Singapore Share TransferAgent, Boardroom Corporate & Advisory Services Pte. Ltd. at 3 Church Street, #08-01 SamsungHub, Singapore 049483, no later than 31 August 2009 at 10:00 a.m. in order to be able to attendand/or vote at such meeting.

Depositors who are individuals and who are unable to attend the SGM personally and wish toappoint their nominee(s) to attend and vote on their behalf should also complete, sign and returnthe Depositor Proxy Form in accordance with the instructions printed thereon as soon as possibleand in any event, so as to reach the office of the Company’s Singapore Share Transfer Agent,Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009 at 10:00 a.m. forthe appointment of nominee(s) to attend and vote at the SGM on their behalf. Similarly, a Depositorwho is a corporation and who wishes to attend the SGM must submit the Depositor Proxy Form assoon as possible and in any event, so as to reach the office of the Company’s Singapore ShareTransfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009at 10:00 a.m. for the appointment of nominee(s) to attend and vote at the SGM on its behalf.

A Shareholder who is not a Depositor and who wishes to appoint his nominee(s) to attend andvote on his behalf should complete, sign and return the Shareholder Proxy Form.

To be effective, the Depositor Proxy Form or the Shareholder Proxy Form must be deposited at theoffice of the Company’s Singapore Share Transfer Agent, Boardroom Corporate & AdvisoryServices Pte. Ltd. by 31 August 2009 at 10:00 a.m., being a date not less than 48 hours before thetime appointed for holding the SGM, or an adjourned meeting. Completion and return of a proxyform will not prejudice a Shareholder or Depositor from attending and voting in person at the SGMin place of his proxy. The completion and return of the Depositor Proxy Form or the ShareholderProxy Form by a Depositor will not prevent him from attending and voting at the SGM, if he wishesto do so, in place of his proxy.

17.2. Exit Offer Letter and Acceptance Forms

The Exit Offer Letter and the relevant Acceptance Forms were despatched together with thisCircular by ordinary post to Shareholders. Shareholders do not need to take any actionregarding the Exit Offer until after the Delisting Resolution has been passed at the SGM.Shareholders may choose to accept the Exit Offer before the SGM. However, suchacceptance is conditional upon the Delisting Resolution being passed at the SGM.Shareholders should note that if the Delisting Resolution is not approved at the SGM, thecondition to the Exit Offer will not be fulfilled and the Exit Offer will lapse.

17.3. Accepting the Exit Offer

To accept the Exit Offer, you should complete, sign and return the relevant Acceptance Form inaccordance with the provisions and instructions stated in the Exit Offer Letter and the relevantAcceptance Form. The detailed procedures for acceptance of the Exit Offer are set out in AppendixIV of this Circular.


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17.4. Not Accepting the Exit Offer

If you decide not to accept the Exit Offer, you do not need to take any action. In the event that theDelisting Resolution is approved by Shareholders with the requirements in paragraph 2.1 of thisCircular above having been met, you will continue to hold unquoted Shares in the Company as anunlisted company. The implications of Delisting for Shareholders are set out in paragraph 5 of thisCircular.

17.5. Copies of Circular and Exit Offer Letter

Shareholders (including the Overseas Shareholders) may obtain copies of this Circular, the ExitOffer Letter, the relevant Acceptance Forms and any related documents, during normal businesshours up to the Closing Date from the Company’s Singapore Share Transfer Agent, BoardroomCorporate & Advisory Services Pte. Ltd., at 3 Church Street, #08-01 Samsung Hub, Singapore049483 or The Central Depository (Pte) Limited, 4 Shenton Way, #02-01 SGX Centre 2, Singapore068807. Alternatively, an Overseas Shareholder may write to Fair Link Investments Limited c/oBoardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01 Samsung Hub,Singapore 049483 to request for this Circular, the Exit Offer Letter, the relevant Acceptance Formsand any related documents to be sent to an address in Singapore by ordinary post at his own risk(the last day for despatch in respect of such request shall be a date falling three Market Days priorto the Closing Date).

18. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of this Circular) havetaken all reasonable care to ensure that the facts stated and the opinions expressed in this Circular(other than those relating to the Offeror, the IFA Letter, the recommendation of the UnconflictedDirectors and information extracted in toto from the Delisting Proposal) are fair and accurate andthat no material facts have been omitted from this Circular.

In respect of the IFA Letter, the sole responsibility of the Directors has been to ensure that thefacts stated therein with respect to the Company are fair and accurate.

The recommendation of the Unconflicted Directors to Shareholders set out in paragraph 15 of thisCircular is the sole responsibility of the Unconflicted Directors. Where information has beenobtained from the Offeror, the sole responsibility of the Directors for such information has been toensure that it has been correctly and accurately reflected or reproduced in this Circular.

Where information contained in this Circular (other than those relating to the Offeror, and inAppendix I) has been extracted from published or otherwise publicly available sources, the soleresponsibility of the Directors has been to ensure that such information has been accuratelyextracted from such sources.

The Directors jointly and severally accept responsibility accordingly.

19. CONSENTS

19.1. KPMG has given and has not withdrawn its written consent to the issue of this Circular with theinclusion of its name and the IFA Letter and all references thereto in the form and context in whichthey appear in this Circular, and to act in such capacity in relation to this Circular.

19.2. MUSS has given and has not withdrawn its written consent to the issue of this Circular with theinclusion of its name in this Circular, and all references thereto in the form and context in whichthey appear in this Circular, and to act in such capacity in relation to this Circular.

20. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at Intertrust Singapore CorporateServices Pte. Ltd., 3 Anson Road, #27-01 Springleaf Tower, Singapore 079909 during normal


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business hours, from the date of this Circular until the date of the SGM:-

(a) Memorandum of Association and Bye-Laws of the Company;

(b) Joint Announcement;

(c) Delisting Proposal;

(d) Annual reports of the Company for FY2006, FY2007 and FY2008;

(e) The IFA Letter;

(f) Letters of consent referred to in paragraph 19 above; and

(g) The unaudited financial statements of the Company for Q1 2009.

21. ADDITIONAL INFORMATION

Your attention is drawn to the Appendices which form part of this Circular.

Yours faithfullyfor and on behalf ofthe Board of Directors ofTSIT WING INTERNATIONAL HOLDINGS LIMITED

Mr Chan Chi ChungDirector


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The Unconflicted Directors

Tsit Wing International Holdings LimitedCanon’s Court, 22 Victoria StreetHamilton HM12, Bermuda

5 August 2009

Dear Sirs

VOLUNTARY DELISTING OF TSIT WING INTERNATIONAL HOLDINGS LIMITED BY FAIR LINKINVESTMENTS LIMITED BY WAY OF A CASH OFFER

For the purpose of this letter, capitalised terms not otherwise defined herein shall have the samemeaning as given to them in the circular dated 5 August 2009, circulated to the shareholders of Tsit WingInternational Holdings Limited (the “Circular”)

1. INTRODUCTION

On 15 June 2009 (the “Joint Announcement Date”), Tsit Wing International Holdings Limited (the“Company”) and Fair Link Investments Limited (“Fair Link” or the “Offeror”), jointly announcedthat Fair Link had presented to the directors of the Company (the “Directors”) a formal proposal(the “Delisting Proposal”) to seek the voluntary delisting (the “Delisting”) of the Company fromthe Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) pursuant toRules 1307 and 1309 of the listing manual of the SGX-ST (the “Listing Manual”) by way of a cashoffer, subject to the satisfaction of certain pre-conditions.

Under the terms of the Delisting Proposal, Mitsubishi UFJ Securities (Singapore), Limited(“MUSS”), for and on behalf of Fair Link, will be making a cash offer (the “Exit Offer”), conditionalon the approval of shareholders of the Company (the “Shareholders”, which for the purpose of theDelisting Proposal includes members registered on the principal register of members as well asdepositors holding Shares through the Central Depository (Pte) Ltd (the “CDP”), and “holders”shall have the same meaning) at the special general meeting (the “SGM”) for the Delisting, toacquire all the issued ordinary shares (the “Shares”) in the capital of the Company, other thanthose already owned, controlled or agreed to be acquired by Fair Link, Wong’s BrothersConsortium Inc (“WBC”) and Snappy Performance Ltd (“Snappy”, and together with WBC, referredto as the “Concert Parties”), their nominees, their subsidiary, their subsidiary’s nominees andparties acting in concert with them as at the date of the Exit Offer (the “Offer Shares”).

The Directors, having reviewed the Delisting Proposal, resolved, inter alia, to convene a SGM toseek the approval of Shareholders for the Delisting Proposal and to apply to the SGX-ST for thevoluntary delisting of the Company (the “Delisting Resolution”).

This letter to be included in the Circular to Shareholders sets out, inter alia, our evaluation of thefinancial terms of the Exit Offer and our advice to the Unconflicted Directors (as defined below) inrelation to their recommendation to the independent Shareholders in respect of the Exit Offer.

2. TERMS OF REFERENCE

KPMG Corporate Finance Pte Ltd (“KPMG”) was appointed by the Directors of the Company whoare independent for the purpose of making a recommendation to the Shareholders in respect ofthe Exit Offer (the “Unconflicted Directors”). We were not a party to the negotiations entered intoby the Company in relation to the Exit Offer, nor were we involved in the deliberations leading up tothe decision on the part of the Directors to enter into the Delisting.

APPENDIX I: LETTER FROM KPMG TO THE UNCONFLICTED DIRECTORS

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It is not within our terms of reference to evaluate or comment on the legal, strategic, and/orcommercial merits and risks of the Exit Offer, or on the future growth prospects or earningspotential of the Company should the Delisting be completed or not completed. We have not beenrequested and we do not express any opinion on the relative merits of the Exit Offer as comparedto any alternative transaction previously considered by the Company or that otherwise maybecome available to the Company in the future. Such evaluations or comments are and remain thesole responsibility of the Directors and the management of the Company, although we may drawupon their views or make such comments in respect thereof (to the extent deemed necessary orappropriate by us) in arriving at our opinion.

We have held discussions with the Directors and the management of the Company and haveexamined publicly available information collated by us as well as information, both written andverbal, provided to us by the Directors, the management of the Company and the Company’sother professional advisers. We have not independently verified such information, whether writtenor verbal, and accordingly we cannot and do not warrant or make any representation (whetherexpress or implied) regarding, or accept any responsibility for, the accuracy, completeness oradequacy of such information. However, we have made such enquiries and exercised our judgmentas we deem necessary on such information and have found no reason to doubt the reliability of theinformation.

The Directors of the Company have confirmed, having made all reasonable enquiries and to thebest of their knowledge, information and belief, the accuracy of such information andrepresentations as provided by the Directors and the management of the Company and havefurther confirmed to us that, upon making all reasonable enquiries and to the best of theirknowledge, information and belief, all material information available to them in connection with theExit Offer has been disclosed to us, and that there is no other information or fact that has not beenprovided, the omission of which would cause any information disclosed to us to be inaccurate,incomplete or misleading in any material respect.

In performing our evaluation, we have not relied upon any financial projections or forecasts inrespect of the Company. The opinion set forth herein is based solely on publicly availableinformation as well as information provided by the Directors and the management of the Company,and is predicated upon the economic and market conditions prevailing as at the date of thisopinion. This letter therefore does not reflect any projections on the future financial performance ofthe Company, should the Delisting be completed or not completed.

For the avoidance of doubt, we have not made any independent evaluation or appraisal of theassets and liabilities (including without limitation, real properties) of the Company, or in relation tothe Exit Offer.

Our view is based upon market, economic, industry, monetary, and other conditions in effect on,and the information made available to us as at the latest practicable date prior to the printing of theCircular, being 29 July 2009 (the “Latest Practicable Date”). Such conditions can changesignificantly over a relatively short period of time. We assume no responsibility to update, revise orreaffirm our opinion in the light of any subsequent development after the date of this letter even if itmight affect our opinion contained herein.

Our opinion should not be relied on as a recommendation to any Shareholder as to how theyshould vote on the resolution in relation to the Exit Offer or any matters related thereto. Inrendering our advice and giving our recommendation, we did not have regard to the specificinvestment objectives, financial situation or unique needs and constraints of any Shareholder orany specific group of Shareholders. We recommend that any individual Shareholder or group ofShareholders who may require specific advice in relation to their investment portfolio consult theirstockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser.


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The Company has been separately advised in the preparation of the Circular (other than thisletter). We were not involved in and have not provided any advice in the preparation, review andverification of the Circular (other than this letter). Accordingly, we take no responsibility for, andexpress no views (express or implied) on, the contents of the Circular (other than this letter).

This letter is addressed to the Unconflicted Directors for their benefit in connection with and for thepurposes of their consideration of the Exit Offer, and the recommendations made by them shallremain the responsibility of the Unconflicted Directors.

This letter is governed by, and construed in accordance with, the laws of Singapore, and is strictlylimited to the matters stated herein and does not apply by implication to any other matter. No otherperson may reproduce, disseminate or quote this letter (or any part thereof) for any other purposeat any time and in any manner except with the prior written consent of KPMG in each specificcase.

Our opinion in relation to the Exit Offer should be considered in the context of the entirety of thisletter and the Circular.

3. THE EXIT OFFER

The details of the Exit Offer are set out in Paragraph 3 of the Circular. Shareholders are advised torefer to these respective sections for more details on the Exit Offer.

A summary of the key terms of the Exit Offer is set out below:

3.1. Terms of the Exit Offer

The consideration for the Exit Offer will be:

For each Offer Share: S$0.27 in cash (the “Exit Offer Price”).

The Exit Offer Price will be applicable to any number of Offer Shares tendered under the Exit Offer.Shareholders may choose to accept the Exit Offer in respect of all or part of their holdings of theOffer Shares. Each Shareholder who accepts the Exit Offer will receive S$270 for every 1,000Offer Shares tendered for acceptance under the Exit Offer.

Shareholders should note that if the Delisting is not approved at the SGM, the condition to the ExitOffer will not be fulfilled and the Exit Offer will lapse. Shareholders may choose to accept the ExitOffer before the SGM. However, such acceptance is conditional upon the Delisting Resolutionbeing passed at the SGM.

The Offer Shares will be acquired fully paid and free from all liens, equities, mortgages, charges,encumbrances, rights of pre-emption and other third party rights and interests of any naturewhatsoever, and together with all rights, benefits and entitlements attached thereto as at the JointAnnouncement Date and thereafter attaching thereto (including the right to receive all dividendsand other distributions, if any, announced, declared, paid or made thereon by the Company, on orafter the Joint Announcement Date).


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3.2. Adjustments for Dividends

Without prejudice to the generality of Paragraph 3.1 of the Circular, the Exit Offer Price has beendetermined on the basis that the Offer Shares will be acquired with the right to receive anydividends which may be announced, declared, made or paid by the Company on or after the JointAnnouncement Date (the “TWG Dividend”). In the event any TWG Dividend has been paid by theCompany to a Shareholder who accepts the Exit Offer, the Exit Offer Price payable to suchaccepting Shareholder shall be reduced by an amount which is equal to the net amount of suchTWG Dividend (being the gross dividend less the applicable tax, if any) announced, declared,made or paid by the Company on or after the Joint Announcement Date:

(a) if the settlement date in respect of the Offer Shares accepted pursuant to the Exit Offer fallson or before the books closure date for the determination of entitlements to the TWGDividend (the “Books Closure Date”), the Offeror will pay the relevant acceptingShareholders the Exit Offer Price in cash for each Offer Share as the Offeror will receive theTWG Dividend in respect of those Offer Shares from the Company; and

(b) if the settlement date in respect of the Offer Shares accepted pursuant to the Exit Offer fallsafter the Books Closure Date, the net amount of TWG Dividend (being the gross dividendless the applicable tax, if any) in respect of such Offer Shares will be deducted from the ExitOffer Price payable for such Offer Shares, as the Offeror will not receive the TWG Dividendin respect of those Offer Shares from the Company.

3.3. Conditions

The Delisting and the Exit Offer will be conditional on, inter alia, the approval of the DelistingResolution at the SGM (as described in Paragraphs 2.1(b) and (c) of the Circular). The Companyhad on 3 July 2009 made an application to the SGX-ST to delist the Company from the Official Listof the SGX-ST. The SGX-ST has advised in its letter dated 29 July 2009 that, subject to approvalby Shareholders at the SGM, it does not have any objection to the delisting of the Company fromthe Official List of the SGX-ST. However, this is not to be taken as an indication of the merits of theDelisting Proposal.

Under Rule 1307(2) of the Listing Manual, all Shareholders including the Directors and ControllingShareholders are not required to abstain from voting on the Delisting Resolution. Therefore,Controlling Shareholders WBC and Snappy will be entitled and have indicated that they intend tovote their entire shareholding interest in the issued share capital of the Company in favour of theDelisting Resolution.

As more particularly described in Paragraph 12 of the Circular, as at the Latest Practicable DateWBC holds 106,360,591 Shares, representing 55.1 per cent of the issued Shares and Snappyholds 40,112,791 Shares, representing 20.8 per cent of the issued Shares. Together with theinterest of the Offeror of 1,814,000 Shares representing 0.9 per cent of the issued Shares, theOfferor and its concert parties collectively own 148,287,382 Shares, representing 76.9 per cent ofthe issued Shares.

Shareholders may accept the Exit Offer in respect of all or part of their holding of Offer Shares.

The Exit Offer will not be conditional upon a minimum number of acceptances beingreceived.

Shareholders who wish to accept the Exit Offer should note that acceptances of the ExitOffer shall be irrevocable.


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3.4. Warranty

Acceptance of the Exit Offer will be deemed to constitute an unconditional and irrevocable warrantyby the accepting Shareholder that each Offer Share tendered in acceptance of the Exit Offer issold by the accepting Shareholder, as or on behalf of the beneficial owner(s) thereof, fully paid andfree from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and otherthird party rights and interests of any nature whatsoever, and together with all rights, benefits andentitlements attached thereto as at the Joint Announcement Date and thereafter attaching thereto(including the right to receive all dividends and other distributions, if any, announced, declared,paid or made thereon by the Company on or after the Joint Announcement Date).

3.5. Duration

If the Delisting Resolution is approved by Shareholders at the SGM, the Exit Offer will be open foracceptance by Shareholders for at least 14 days after the date of the announcement ofShareholders’ approval of the Delisting Resolution. Accordingly, the Exit Offer will close on16 September 2009 at 5.30 p.m., or such later date(s) as may be announced from time totime by or on behalf of the Offeror.

Although no extension of the Exit Offer is currently contemplated, if the Exit Offer is extended, anannouncement will be made of such extension, and the Exit Offer will remain open for acceptancefor such period as may be announced. If the Exit Offer is extended, Shareholders who have validlyaccepted the Exit Offer in respect of part of their Offer Shares will be entitled to tender additionalOffer Shares in acceptance of the Exit Offer.

4. OPTIONS PROPOSAL

4.1. As at the Latest Practicable Date, there are in aggregate 480,000 outstanding options (the“Options”) granted under the Tsit Wing Employees Share Option Scheme 2001 (the “Scheme”).Under the rules of the Scheme, the Options are not transferable by the optionsholders (the“Optionholders”). In view of this restriction, MUSS, for and on behalf of the Offeror, will not makeany offer to acquire the Options (although, for the avoidance of doubt, the Exit Offer will beextended to all new Shares unconditionally issued or to be issued pursuant to the valid exercise ofthe Options prior to the close of the Exit Offer).

Instead, MUSS, for and on behalf of the Offeror, will make a conditional proposal (the “OptionsProposal”) to the Optionholders, subject to:

(a) the requisite approval of the Shareholders of the Delisting Resolution; and

(b) the relevant Options continuing to be exercisable into new Shares.

Pursuant to the Options Proposal, the Offeror will pay to such Optionholders a cash amount(determined as provided below) (the “Option Price”) in consideration of such Optionholdersagreeing:

(a) not to exercise any of such Options into new Shares; and

(b) not to exercise any of their rights as Optionholders,

in each case from the date of their acceptance of the Options Proposal to the respective dates ofexpiry of such Options. Further, if the requisite approval of the Shareholders for the DelistingResolution is obtained, Optionholders who have accepted the Options Proposal will also berequired to surrender all of their Options for cancellation. If the Exit Offer lapses, or is withdrawn, orif the relevant Options cease to be exercisable into new Shares, then the Options Proposal willlapse accordingly.


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4.2. Option Price

The Option Price is computed on a “see-through” basis. In other words, the Option Price is equal tothe Exit Offer Price minus the exercise price of that Option. Where the exercise price of an Optionis equal to or in excess of the Exit Offer Price, the Option Price for each Option will be fixed atS$0.001.

4.3. Exit Offer and Options Proposal are Separate and Mutually Exclusive

The Exit Offer and the Options Proposal are separate and mutually exclusive. The OptionsProposal does not form part of the Exit Offer, and vice versa. Without prejudice to the foregoing, ifOptionholders exercise their Options in order to accept the Exit Offer in respect of the new Sharesto be issued pursuant to such valid exercise of their Options, they may not accept the OptionsProposal in respect of such Options. Conversely, if Optionholders wish to accept the OptionsProposal in respect of their Options, they may not exercise those Options in order to accept theExit Offer in respect of the new Shares to be issued pursuant to such valid exercise of theirOptions.

4.4. Further Information

A separate letter setting out the Option Proposal has been despatched, for and on behalf of theOfferor, to the Optionholders on the same day as the despatch of the Exit Offer Letter.

5. IMPLICATIONS OF DELISTING FOR SHAREHOLDERS AND COMPULSORY ACQUISITION

5.1. Delisting

Shareholders should note that if the Delisting Resolution is approved in accordance with therequirements of the Listing Manual (as described in Paragraph 2.1 of the Circular), the Companywill be delisted. Following the Delisting, Shareholders who do not accept the Exit Offer will continueto hold Shares in the Company, which will then be an unlisted company.

Shares of unlisted companies are generally valued at a discount to the shares ofcomparable listed companies due to the lack of liquidity. As such, it is likely to be difficultfor Shareholders who do not accept the Exit Offer to sell their Shares in the absence of apublic market for the Shares as there is no arrangement for Shareholders to exit. If theCompany is delisted, even if such Shareholders were able to sell their Shares, they mayreceive a lower price as compared with the Exit Offer Price.

If the Company is delisted from the Official List of the SGX-ST, it will no longer be obliged tocomply with the requirements of the SGX-ST, in particular the continuing corporate disclosurerequirements under Chapter 7 and Appendices 7.1 to 7.4 of the Listing Manual. Nonetheless, as acompany incorporated in Bermuda, the Company will still need to comply with the BermudaCompanies Act, its Memorandum of Association and its Bye-Laws and the interests ofShareholders who do not accept the Exit Offer will be protected to the extent provided for by theBermuda Companies Act.

Each Shareholder who holds Shares that are deposited with CDP and does not accept the ExitOffer will be entitled to one share certificate representing his/her/its delisted Shares held. TheCompany will arrange to forward the share certificate to such Shareholders for their safekeeping.

5.2. Compulsory Acquisition of Shares

(a) The Company is incorporated in Bermuda. The Offeror may pursue any rights ofcompulsory acquisition that arise under the Bermuda Companies Act as a result of the ExitOffer.

(b) Under Bye-Law 193 of the Bye-Laws, certain provisions of the Act relating to takeovers andthe provisions of the Code apply to all takeover offers for the Company.


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(c) Under Section 102(1) of the Bermuda Companies Act, in the event that:

(i) the Exit Offer has, within four months, been accepted by holders (the “ConsentingShareholders”) of at least 90.0 per cent in value of the Offer Shares excluding theShares already held by the Offeror, its nominees, subsidiaries, subsidiaries’ nomineesor concert parties, and any treasury shares; and

(ii) where the Offeror already holds more than 10.0 per cent of the total issued Shares,the Consenting Shareholders also represent not less than 75.0 per cent in number ofthe holders of the Offer Shares,

(the “Approval Threshold”), then the Offeror may, at any time, within two monthscommencing from the date of which the Approval Threshold is achieved, give notice underSection 102(1) of the Bermuda Companies Act to dissenting Shareholders (the “DissentingShareholders”) to inform them of the Offeror’s intention to acquire the remaining OfferShares of such Dissenting Shareholders upon the same terms as the Exit Offer.

(d) Under Section 103 of the Bermuda Companies Act, in the event that the Offeror and theparties acting in concert with it hold not less than 95.0 per cent of the total Shares(excluding any treasury shares), the Offeror may, after the close of the Exit Offer, give noticeto the remaining Shareholders of their intention to acquire the Shares of the remainingShareholders not tendered in acceptance of the Exit Offer on the terms set out in the notice,which may or may not be the same as the Exit Offer. When such a notice is given, theOfferor shall be entitled and bound to acquire the Shares of the remaining Shareholders,unless a remaining Shareholder applies to the Supreme Court of Bermuda (the “Court”) toappraise the value of such Shares.

(e) The Offeror has confirmed in the Delisting Proposal that it intends to compulsorily acquireall the Shares not tendered in acceptance of the Exit Offer pursuant to either Section 102(1)or Section 103 of the Bermuda Companies Act if it is entitled to do so.

(f) It should be noted that Shareholders who do not accept the Exit Offer would have acorresponding right, under and subject to Section 102(2) of the Bermuda Companies Act torequire the Offeror to acquire their Shares at the Exit Offer Price, in the event that theShares acquired by the Offeror pursuant to the Exit Offer, together with any other Sharesheld by the Offeror and its Concert Parties comprise 90.0 per cent or more of the Shares.

Shareholders who wish to exercise their rights under Section 102(2) of the BermudaCompanies Act are advised to seek independent professional advice.

(g) In summary, depending on the method of compulsory acquisition, Dissenting Shareholderswould have rights, exercisable within one month of any notice of compulsory acquisition, toapply to the Court either to (i) object to the compulsory acquisition or (ii) have the value oftheir Shares appraised or assessed by the Court.

6. INFORMATION ON THE OFFEROR AND ITS CONCERT PARTIES

The information on the Offeror and its Concert Parties is set out in the Company’s Letter toShareholders under Paragraph 6, which is reproduced below:

The Offeror was incorporated in BVI on 8 April 2009. As at the Latest Practicable Date, it has anauthorised share capital of up to 50,000 shares each of a par value USD 1.00 and an issued andwholly paid-up capital of USD 1.00 comprising 1 ordinary share. The issued share in the capital ofthe Offeror is registered in the name of WBC, a Controlling Shareholder. The principal activity ofthe Offeror is holding investments.


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As at the Latest Practicable Date, the directors of the Offeror are as follows:

(a) Wong Tat Tong; and

(b) Wong Tat Pui.

Concert Parties

WBC is a company incorporated under the laws of BVI. As at the Latest Practicable Date, WongTat Tong and Wong Tat Pui are deemed to have an interest in the Shareholding interest (direct anddeemed) of WBC of 108,174,591 Shares.

Snappy is also a company incorporated under the laws of BVI. As at the Latest Practicable Date,Wong Tat Pui is deemed to have a further interest in 40,112,791 Shares held by Snappy, as he isone of the beneficiaries of the ultimate shareholder of Snappy.

Additional information on the Offeror and the parties acting in concert with it is set out in AppendixII to the Circular.

7. INFORMATION ON THE COMPANY

The information on the Company is set out in the Company’s Letter to Shareholders underParagraph 7, which is reproduced below:

The Company was incorporated in Bermuda on 13 June 2000. As at the Latest Practicable Date,the Company has an authorised capital of HKD 100,000,000.00 and an issued and paid-up capitalof HKD 48,235,999.75 comprising 192,943,999 Shares of par value HKD 0.25 each.


In addition, the Company has expanded its business to Singapore, Malaysia and other Asiancountries subsequent to its successful entry into China and Canada. It also sells and distributesrenowned branded products to compliment its coffee and tea business.

Additional information on the Company, is set out in Appendix III to the Circular.

8. RATIONALE FOR DELISTING AND INTENTIONS RELATING TO THE COMPANY

The following rationale for the Delisting and intentions relating to the company have been extractedfrom the Circular and reproduced below.

(a) Low trading liquidity

As at the Joint Announcement Date, the Offeror and the parties acting in concert with itcollectively hold approximately 75.9 per cent of the issued share capital of the Company,implying a free float of no greater than 24.1 per cent of the issued share capital of theCompany. The trading volume of the Shares has been low with an average daily tradingvolume of 38,254 Shares over the twelve month period prior to the Commencement ofTrading Halt (as defined below), representing approximately 0.02 per cent of the issuedshare capital of the Company. In addition, there were only 25 days in the last 12 monthsperiod prior to the Commencement of Trading halt (as defined below) which the Shareswere traded. There were no trades on the Shares on the SGX-ST from 29 May 2009 (beingthe last full traded day of the Shares on the SGX-ST prior to the Joint Announcement Date)(the “Last Traded Day”) up to 11 June 2009, when the trading halt prior to the JointAnnouncement Date commenced (the “Commencement of Trading Halt”).


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Based on the historical trading patterns, it is the Offeror’s view that the low liquidity of theShares is likely to continue and accordingly, the purpose of maintaining Company’s listingstatus for trading liquidity of the Shares does not appear to have been achieved.

(b) Low market valuation

The Offeror believes that the Company’s Share price does not reflect the underlying valueof its business after taking into consideration (i) various valuation ratios between theCompany’s Share price versus the share prices of comparable companies and (ii) thediscount of the Company’s Share price from NTA per Share of the Company prior to theCommencement of Trading Halt.

(c) Compliance costs of maintaining listing

The Company incurs compliance costs in maintaining its listing status. The proposedDelisting of the Company, if proceeded with, would allow the Company to dispense withexpenses and/or resources relating to the maintenance of a listing status and focus itsresources on its business operations.

(d) Restructuring

The Offeror intends to undertake a review which may result in significant restructuring andadditional capital investments with a view to expand the business of the Group in China. It isthe Offeror’s view that the Delisting, if proceeded with, would allow the Group greaterflexibility to undergo this restructuring and allow the Offeror to make the necessary capitalinvestments more speedily if the Company is a private company.

Additionally, it is the Offeror’s view that such restructuring and capital investments mayresult in share price volatility if the Company continues its listing status during this period.The Delisting would allow the Group to undergo the said restructuring and capitalinvestment without burdening public Shareholders or subjecting them to undue Share pricevolatility. The Delisting also reduces the cost and complexity of complying with the listingrules and regulations of the SGX-ST during this period.

(e) Upfront premium

The Exit Offer Price represents a premium of approximately 35.0 per cent over the lasttransacted price per Share of S$0.20 as at 29 May 2009 (being the Last Traded Day), and apremium of approximately 32.4 per cent, 32.4 per cent, and 35.0 per cent over the volumeweighted average price (the “VWAP”) of the Shares over the one-month, three-month, andsix-month periods prior to the Commencement of Trading Halt, respectively.

Through the Delisting Proposal, the accepting Shareholders will have an opportunity torealise their investments in the Company for a cash consideration at a premium over themarket prices of the Shares, an option which may not otherwise be readily available due tothe low trading liquidity of the Shares.

(f) Intention of the Offeror for the Company

The Offeror intends to undertake a review of the assets, strategy and operations of theGroup, which may result in the restructuring of business operations and making additionalcapital investments, where necessary, with a view to expand its business in China.Following such restructuring, the Offeror intends to evaluate various strategic options,including listing the shares of the Company on a recognised stock exchange at anopportune time in the future if conditions are favourable.

Pending the above review, the Offeror has no immediate intention to (a) propose any majorchanges to the businesses of the Group, (b) redeploy the fixed assets of the Group or (c)discontinue the employment of the employees of the Group.


36

9. FINANCIAL ASSESSMENT OF THE EXIT OFFER

In relation to the Exit Offer, Shareholders will be entitled to receive the S$0.27 in cash for eachOffer Share. We set out the following pertinent factors which we consider to have a significantbearing on our assessment of the Exit Offer.

These factors are discussed in greater detail in the ensuing sections.

9.1. Exit Offer Price

In evaluating the fairness of the Exit Offer Price of S$0.27, we examine the underlying value of theCompany Shares below:

9.1.1. Historical share price and trading analysis of the Company Shares

In evaluating the reasonableness of the Exit Offer, the market valuation of stocks traded ona recognised stock exchange provide a perspective on market price expectations of aparticular stock. As such, we have considered the current and historical price performanceof the Company Shares as reasonable indicators for assessing the financial value of theCompany Shares at a given point in time.

We wish to highlight that under ordinary circumstances, the market valuation ofshares traded on a recognised stock exchange may be affected by, inter alia, itsrelative liquidity, the size of its free float, the extent of research coverage and investorinterest it attracts, and the general market sentiment at a given point in time.Accordingly, this analysis serves as an illustrative guide only.

We set out below the daily closing prices and daily traded volumes of the Company Sharesfor a three year period prior to the Latest Practicable Date.

Source: CapitalIQ

Notes:

(1) 4 August 2006 – Company reports earnings results for the second quarter and six months ended 30 June2006; declares dividend payable on 14 September 2006.

(2) 25 August 2006 – Cash dividend paid of HKD 0.035.

(3) 3 April 2007 – Declares final dividend for the year ended 31 December 2006.

(4) 27 April 2007 – Annual General Meeting.

(5) 3 May 2007 – Cash dividend paid of HKD 0.075.

(6) 14 May 2007 – Company reports consolidated earnings results for the first quarter ended 31 March 2007.

(7) 6 August 2007 – Company reports earnings results for the second quarter and six months ended 30 June2007.

(8) 11 April 2008 – Annual General Meeting.

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37

(9) 2 May 08 – Cash dividend paid of HKD 0.075.

(10) 27 August 2008 – Cash dividend paid of HKD 0.035.

(11) 14 January 2009 – Wong Tat Tong, Chairman and Chief Executive Officer and Wong Tat Pui, Director of theCompany entered into an agreement to acquire an additional 4.66 per cent stake in the Company.

(12) 26 February 2009 – Company proposes final dividend for the year ended 31 December 2008.

(13) 11 April 2009 – Annual General Meeting; declared final year dividend.

(14) 20 April 2009 – TMS Holdings Limited announced that it has received HKD 1 million in funding from theCompany and other investors.

(15) 8 May 2009 – Cash dividend of HKD 0.025.

(16) 15 June 2009 – Joint Announcement Date pertaining to Exit Offer.

To assess the market price performance of the Company Shares relative to the generalperformance of the Singapore equity market, we have compared the market pricemovement of the Company Shares against the Straits Times Index (the “FSSTI Index”) overthe three year period prior to the Joint Announcement Date and up to the Latest PracticableDate.

We note that from September 2006 up until October 2008, Company Shares traded belowthe FSSTI Index. Since then, the Company’s Shares in general have outperformed theFSSTI Index over the rest of the observation period.

We set out below the daily closing price and the daily traded value of Company Shares from14 June 2009 (one market day prior to the Joint Announcement Date) to the LatestPracticable Date.

Source: CapitalIQ

Notes:

(1) 16 June 2009 – The Offeror purchased 477,000 shares of the Company by way of an open market purchaseat a volume weighted average price of S$0.2623.

(2) 17 June 2009 – The Offeror purchased 518,000 shares of the Company by way of an open market purchaseat a price of S$0.265.

(3) 23 June 2009 - The Offeror purchased 27,000 shares of the Company by way of an open market purchaseat a price of S$0.265.

(4) 24 June 2009 - The Offeror purchased 180,000 shares of the Company by way of an open market purchaseat a price of S$0.265.

(5) 25 June 2009 - The Offeror purchased 5,000 shares of the Company by way of an open market purchase ata price of S$0.265.

(6) 26 June 2009 – The Offeror purchased 5,000 shares of the Company by way of an open market purchase ata price of S$0.265.



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Chart 2: Tsit Wing International Holdings Limited share price performance (post Joint Announcement Date)


38

(9) 2 July 2009 – The Offeror purchased 57,000 shares of the Company by way of an open market purchase ata price of S$0.265.





Following the Joint Announcement Date, Company Shares have traded between S$0.265and S$0.270, mainly due to open market purchases on the part of the Offeror.

Company Shares closed at S$0.20 on 29 May 2009 on the last traded date prior to the JointAnnouncement Date and closed at S$0.20 on the Joint Announcement Date.

We set out in the following table the liquidity statistics of the 10 most highly traded stocks onthe SGX-ST by average daily value traded over a six-month period.

Source: CapitalIQ

Note:

(1) As at close of 29 July 2009

We note that the Company’s liquidity, as represented by the average daily value traded as apercentage of market capitalisation and the average daily volume traded as a percentage ofshares outstanding, are 86.5 per cent and 83.5 per cent lower than the median liquiditystatistics of the 10 most highly traded stocks on the SGX-ST, respectively.

Company name

Market

capitalisation(1)

(S$m)

6m Avg daily

value traded

(S$m)

6m Avg

daily

volume (m)

Shares

outstanding(1)

(m)

Avg daily value

as a % of market

capitalisation

Avg daily volume

as a % of shares

outstanding

DBS Group Holdings, Ltd. 30,480.0 100.970 10.174 2,281.4 0.33% 0.45%

Capitaland Ltd. 16,984.6 94.651 31.922 4,246.1 0.56% 0.75%

United Overseas Bank Ltd. 25,414.7 74.180 6.250 1,505.6 0.29% 0.42%

Singapore Telecommunications Ltd. 53,424.5 73.128 26.687 15,440.6 0.14% 0.17%

Oversea-Chinese Banking Corp. Ltd. 23,971.8 52.600 8.938 3,175.1 0.22% 0.28%

Wilmar International Limited 36,462.2 41.679 10.502 6,385.7 0.11% 0.16%

Keppel Corp. Ltd. 12,745.5 41.290 7.031 1,593.2 0.32% 0.44%

Genting Singapore PLC 8,099.2 39.338 56.504 9,641.9 0.49% 0.59%

Golden Agri-Resources Ltd. 5,037.6 38.778 139.031 12,138.7 0.77% 1.15%

Cosco Corp. (Singapore) Ltd. 2,933.4 34.354 30.784 2,239.2 1.17% 1.37%

Mean 21,555.4 59.097 32.782 5,864.8 0.44% 0.58%

Median 20,478.2 47.139 18.595 3,710.6 0.33% 0.44%

Tsit Wing International Holdings Ltd 52.1 0.023 0.142 192.9 0.04% 0.07%

Table 1: Liquidity analysis of Tsit Wing International Holdings Limited relative to SGX-ST's top 10 most active stocks by 6-month

average daily value traded


39

We have set out in the following table, the liquidity statistics of the 20 SGX-ST listed entitiesclosest to the Company in terms of market capitalisation ranging from S$48.80 million toS$54.90 million.

Source: CapitalIQ

Note:

(1) As at close of 29 July 2009

We note that the Company’s liquidity as represented by the average daily value traded as apercentage of market capitalisation and the average daily volume traded as a percentage ofshares outstanding are 68.4 per cent lower and 47.2 per cent lower than the medianliquidity statistics of the SGX-ST-listed entities with a market capitalisation of betweenS$48.80 million and S$54.90 million, respectively.

Based on the data presented, it would appear that the Company may not have the tradingliquidity when compared to the most actively traded stocks on the SGX-ST, and whencompared to stocks that have a comparable market capitalisation on the SGX-ST.

Company name

Market

capitalisation(1)

(S$m)

6m Avg daily

value traded

(S$m)

6m Avg

daily

volume (m)

Shares

outstanding(1)

(m)

Avg daily value

as a % of market

capitalisation

Avg daily volume

as a % of shares

outstanding

LottVision Ltd. 54.9 0.289 4.276 783.9 0.53% 0.55%

China Kunda Technology Holdings Limited 54.4 0.019 0.106 320.0 0.03% 0.03%

Sunpower Group Ltd 54.3 0.013 0.097 329.0 0.02% 0.03%

China Infrastructure Holdings Ltd. 54.2 0.019 0.318 903.0 0.03% 0.04%

Superbowl Holdings Ltd. 53.7 0.012 0.176 325.5 0.02% 0.05%

Jurong Cement Ltd. 53.6 0.012 0.175 44.3 0.02% 0.39%

Ocean Sky International Limited 53.1 0.033 0.339 424.8 0.06% 0.08%

Cosmosteel Holdings Ltd. 52.9 0.031 0.255 176.2 0.06% 0.14%

Miyoshi Precision Ltd. 52.5 0.025 0.237 420.2 0.05% 0.06%

Viz Branz Ltd. 52.3 0.019 0.123 143.2 0.04% 0.09%

Sky China Petroleum Services Ltd. 51.5 0.201 1.420 294.3 0.39% 0.48%

Sin Ghee Huat Corporation Ltd 51.1 0.160 0.965 222.0 0.31% 0.43%

Sarin Technologies Ltd. 51.0 0.100 0.626 261.7 0.20% 0.24%

Nam Lee Pressed Metal Industries Ltd. 51.0 0.076 0.427 226.8 0.15% 0.19%

Dutech Holdings Ltd. 50.8 0.072 0.438 328.0 0.14% 0.13%

Brothers (Holdings) Limited 50.7 0.075 0.445 298.1 0.15% 0.15%

Multi-Chem Ltd. 50.5 0.070 0.413 360.4 0.14% 0.11%

Lion Teck Chiang Ltd. 50.1 0.076 0.421 156.5 0.15% 0.27%

Zhongguo Pengjie Fabrics Ltd 49.5 0.075 0.421 353.8 0.15% 0.12%

Adampak Ltd. 48.8 0.081 0.486 263.6 0.17% 0.18%

Mean 52.0 0.073 0.608 331.8 0.14% 0.19%

Median 51.9 0.071 0.417 309.0 0.14% 0.14%

Tsit Wing International Holdings Ltd 52.1 0.023 0.142 192.9 0.04% 0.07%

Table 2: Liquidity analysis of Tsit Wing International Holdings Limited relative to SGX-ST entities of comparable market

capitalisation


40

We have also analysed the premium implied by the Exit Offer over the VWAP of theCompany Shares for varying periods preceding and pursuant to the Joint AnnouncementDate, and have tabulated them as follows:

Source: CapitalIQ

Notes:

(1) Reference periods are prior to the Commencement of Trading Halt.

(2) VWAP computations exclude 9 million shares purchased at S$0.20 by the Offeror and its Concert Parties asannounced on 16 January 2009. The inclusion of the 9 million shares would have resulted in the one yearprior VWAP being S$0.20, reflecting a premium of 33.0 per cent.

The analysis shows that, the Exit Offer is at a premium of 35.0 per cent and 31.2 per centto the VWAP of the Company Shares on the last traded day and one-month period prior tothe Commencement of the Trading Halt. In addition, for the different periods ranging fromone year prior to the Commencement of Trading Halt to the last traded day prior to theCommencement of the Trading Halt, the Exit Offer is at a premium over VWAP of theCompany Shares. We further note that the Exit Offer is at a premium of 1.9 per cent and 1.6per cent compared to the VWAP of the Company Shares one market day post the JointAnnouncement Date and the period from post the Joint Announcement Date till the LatestPracticable Date, respectively.

9.1.2. Implied valuation multiples of the Company against publicly-traded broadlycomparable companies

In our analysis of comparing the valuation multiples of the Company as implied by the CashConsideration with valuation multiples of comparable publicly-traded companies, we havelooked at companies which are engaged in the manufacture and trading of coffee and teaproducts in Singapore and Asia Pacific (ex-Japan) region.

We have endeavoured to identify companies that comprise a representative sample.However, Shareholders should note that there is a variance in the sample and thesecomparable companies will not be directly comparable with the Company as, inter alia, theyoperate in different markets geographically and, while they all operate in the coffee and teaproducts sector, have varying product and service mixes. Accordingly, these differences willhave an impact on relative growth rates, profit margins, and return on capital. In addition,the valuation multiples of these comparable companies will be impacted, amongst otherfactors, by the state of their respective capital markets, the size of their market capitalisationas well as their size in terms of revenue, liquidity of their respective shares, and their taxregimes, accounting standards and disclosure, among others.

Table 3: Exit Offer premium / (discount) statistics

Reference period Date VWAP (S$)

Premium /

(Discount) to

VWAP

Prior to Commencement of Trading Halt

One year prior 11 June 2008 to 10 June 2009 0.25 8.53%6 month prior 11 December 2008 to 10 June 2009 0.20 33.25%3 month prior 11 March 2009 to 10 June 2009 0.21 31.16%1 month prior 11 May 2009 to 10 June 2009 0.21 31.16%last traded day prior 29 May 2009 0.20 35.00%

Joint Announcement Date 15 June 2009 0.20 35.00%

Post Joint Announcement Date

1 market day post 0.27 1.88%Post the Joint Announcement Date till Latest Practicable Date 0.27 1.56%

Exit Offer 0.27


41

For the purposes of comparison with the comparable companies, we have considered thefollowing valuation metrics:

(a) Enterprise value-to-earnings before interest, taxation, depreciation and amortisation(the “EV/EBITDA”) multiples of comparable companies are based on their enterprisevalues as at the Latest Practicable Date. Enterprise value is the market capitalisationas at the Latest Practicable Date, plus the net debt position derived from the latestavailable financial data. Net debt is defined as total interest-bearing liabilities lessexcess cash and cash equivalent items (excluding marketable securities). Interestrevenue has been subtracted from the EBITDA, which has been calculated on atrailing twelve-month basis.

We are of the view that when comparing companies operating in different jurisdictions, theEV/EBITDA multiple is the most appropriate valuation statistic, as it avoids the distortionaryeffects of different depreciation and taxation regimes and different interest rates, which areinherent when using earnings before interest and taxation and profit after tax multiples.

(b) Price to book value (the “P/B”) multiple illustrates the ratio of the market capitalisationof a company relative to its book value as at the Latest Practicable Date. The P/Bmultiple is affected by differences in their respective accounting policies includingtheir depreciation and asset valuation policies.

(c) Price to earnings value (the “P/E”) multiple illustrates the ratio of the marketcapitalisation of a company relative to its net income as at the Latest PracticableDate. The P/E multiple is affected by differences in their respective accountingpolicies including their depreciation and asset valuation policies.

We have set out below the valuation multiples of companies engaged in the manufacture ofand trading of coffee and tea products.

Source: CapitalIQ, respective company annual and quarterly reports.

Notes:

(1) CapitalIQ figures as at 29 July 2009, save for the Company, which used the implied Exit Offer Pricemultiplied by the number of shares outstanding.

(2) Price to earnings ratios of the comparable companies and the Company are based on their respectivetrailing 12 months published financial statements as at the Latest Practicable Date.

(3) Enterprise value (the “EV”) of the comparable companies are based on their respective market capitalisationas of the Latest Practicable Date, except for the Company, whose market capitalisation is based on the ExitOffer Price, and the consolidated net debt and minority figures set out in the latest available publishedfinancial statements as at the Latest Practicable Date. Earnings before interest, tax, and depreciation (the“EBITDA”) of the comparable companies and the Company are based on the trailing 12 months publishedfinancial statements as at the Latest Practicable Date.

(4) The price to book ratios of the comparable companies and the Company are based on their respective bookvalues as set out in the latest available published financial statements as at the Latest Practicable Date.

(5) “n.m.” denotes not meaningful as Chevalier Pacific Holdings Ltd incurred trailing 12 months losses.

Table 4: Comparable companies

Comparable company Country

Market capitalisation (1)

(S$m)

Price to earnings

ratio (2)

EV/EBITDA

ratio (3)

Price to book

ratio (4)

Super Coffeemix Manufacturing Ltd Singapore 258.11 10.02x 6.43x 0.94xFood Empire Holdings Ltd Singapore 159.28 9.17x 5.80x 0.93xViz Branz Ltd Singapore 52.97 4.41x 2.99x 0.73xNatural Bio Resources Bhd Malaysia 65.54 15.49x 7.82x 0.80x

Chevalier Pacific Holdings Ltd Hong Kong 45.81 n.m. (5)9.18x 0.46x

Min 4.41x 2.99x 0.46xMean 9.77x 6.44x 0.77x

Median 9.59x 6.43x 0.80x

Max 15.49x 9.18x 0.94x

Tsit Wing International Holdings Ltd Singapore 52.09 17.92x 6.12x 1.12x

(implied by the Exit Offer Price)

Valuation multiples


42

Based on our analysis, we note that the Company’s EV/EBITDA multiple is at a 4.8 per centdiscount to the median EV/EBITDA multiple of comparable companies. The Company’s P/Emultiple is at a 86.8 per cent premium to the median P/E multiple of comparable companies.In addition, the Company’s P/B multiple is at a 40.1 per cent premium to the median P/Bmultiple of comparable companies.

9.1.3. Precedent successful privatisation/delisting transactions of companies listed on theSGX-ST

We have considered precedent successful privatisation/delisting transactions for companieslisted on the Mainboard of the SGX-ST, which were announced and completed two yearsprior to the Latest Practicable Date (the “Precedent Privatisation Transactions”).

For the purposes of comparison with the Precedent Privatisation Transactions, we have setout below the premiums/(discounts) implied by the offer prices compared to the respectiveVWAP of the respective targets for the one-day, one-month, and three-month periods priorto the respective offer announcements.

It should be noted, however, that the level of premiums/(discounts) represented by thePrecedent Privatisation Transactions varies in different circumstances depending, inter alia,on the attractiveness of the underlying business to be acquired, the potential synergies tobe gained from integration with an existing business to be acquired, the possibility ofsignificant revaluation of the assets to be acquired, the availability of cash reserves, theliquidity of the target company’s traded shares, the presence of competing bids for thetarget company, the form of consideration offered by an acquirer, the extent of control theacquirer already had in the target company and prevailing market expectations. Accordingly,any comparison made with respect to the Precedent Privatisation Transactions merelyserves as an illustrative guide and conclusions drawn from the comparison may notnecessarily reflect the perceived market valuation of the Company.

The Precedent Privatisation Transactions and relevant information relating to them are setout in the following table.

Source: Circulars, CapitalIQ and Bloomberg L.P.

Table 5: Precedent privatisation transactions

Company

Announcement

date

Offer price

(S$) (1)

Premium/(discount) of

offer price over last

transacted price prior

to anouncement


offer price over 1-month

VWAP (2)

prior to

anouncement


offer price over 3-month

VWAP (2)

prior to

anouncement

Labroy Marine Ltd 29 Oct 07 2.843 3.36% 9.21% 19.81%Permasteelisa Pacific Holdings Ltd 16 Nov 07 0.440 18.92% 39.22% 23.29%

Sincere Watch Ltd (3) 07 Dec 07 2.560 11.00% 19.05% 32.82%Ascott Group Ltd 08 Jan 08 1.730 42.98% 39.44% 19.78%

Robinson and Co, Ltd (4) 20 Jan 08 7.200 61.43% 65.38% 60.22%

Hartford Education Corporation Ltd (5) 01 Feb 08 0.020 6.53% 13.29% 11.91%

China Education Ltd (6) 01 Feb 08 0.500 25.00% 11.22% 2.39%

Sing Lun Holdings Ltd (7) 30 Mar 08 0.460 50.82% 62.96% 73.68%Transmarco Ltd 08 Apr 08 1.020 39.73% 40.36% 38.93%

Unisteel Technology Limited (8) 14 Apr 08 1.950 39.30% 42.00% 46.30%

SNP Corporation Ltd (9) 18 Apr 08 1.760 33.33% 39.69% 47.19%

Midsouth Holdings Ltd (10) 13 May 08 0.800 15.94% 38.23% 45.00%

Pokka Corporation (Singapore) Ltd (11) 13 Jun 08 0.750 54.64% 48.55% 56.02%

Datacraft Asia Ltd (12) 22 Jul 08 US$ 1.330 34.34% 30.46% 33.37%King's Safetywear Ltd 19 Sep 08 0.438 12.31% 13.21% 15.58%SP Chemicals Ltd 15 Sep 08 0.730 18.70% 23.44% 21.70%Hiap Moh Corporation Ltd 29 Oct 08 0.400 166.67% 122.22% 101.46%Agva Corporation Ltd 21 Feb 09 0.070 7.69% 20.05% 20.05%

Min 3.36% 9.21% 2.39%Mean 35.70% 37.67% 37.19%

Median 29.17% 38.73% 33.10%

Max 166.67% 122.22% 101.46%

Tsit Wing International Holdings Ltd (13) 15 Jun 09 0.270 35.00% 31.16% 31.16%


43

Notes:

(1) Offer price based on the final bid price per share.

(2) VWAP of shares traded during the specified market trading date range prior to announcement date of thetransaction.

(3) On 7 December 2007, a voluntary conditional offer for Sincere Watch Limited was announced. The offerprice for each share in Sincere Watch Limited was S$2.051 in cash and 0.228 new share in the capital ofPeace Mark Holdings Limited (a company listed on Hong Kong Exchange) at the issue price of HK$12.096each, equivalent to a total notional value of S$2.564. The computations in the table above were based onsuch notional value and over the relevant periods prior to the pre-conditional offer announcement on 7December 2007.

At the close of the offer on 18 March 2008, as a result of acceptance of the offer, the public float in SincereWatch Limited had fallen below 10 per cent. and consequently, its shares were suspended since 19 March2008. The offeror had then stated that it intended to preserve the listing status of Sincere Watch Limited andwould take steps to restore public float. However, on 27 March 2008, the offeror announced that it hadchanged its intention and would seek the SIC’s consent for the compulsory acquisition of Sincere WatchLimited. On 28 April 2008, the offeror announced that SIC had rejected the application. On 8 August 2008,Sincere Watch Limited was de-listed from the Main Board of the SGX-ST.

(4) On 20 January 2008, the offeror announced that it intended to make a voluntary conditional cash offer forthe shares in the capital of Robinson and Company, Limited at a price of S$6.25 for each share.Subsequently, the offeror increased the offer price to S$7.00 for each share on 17 March 2008, and toS$7.20 for each share on 3 April 2008. The computations in the table above, as extracted from the relevantcircular, were computed based on the final offer price of S$7.20 for each share and, inter alia, market pricesprior to the first offer announcement on 20 January 2008. (Unadjusted for interim dividend)

(5) In respect of Hartford Education Corporation Limited (“HEC”), the delisting exit offer was made by theofferor as part of a larger restructuring effort to consolidate and rationalise its assets. The delisting exit offerwas made on the basis of 0.176 share in the issued share capital of Raffles Education Corporation Limited(“REC Share”) (as adjusted for the sub-division of REC Share announced on 2 January 2008) for everyshare held in the capital of HEC. The market premia in the table above, as extracted from the relevantcircular, were computed based on the last transacted price of REC Shares of S$1.15 on 21 April 2008(being the latest practicable date for the issuance of the delisting circular).

(6) The VWAP has been calculated using the volume-weighted average price of shares in China Education Ltdmultiplied by total daily trading volume of shares listed in the Singapore Stock Exchange and Australia StockExchange. When there was no trading in Singapore Stock Exchange, we have used the volume-weightedaverage price of shares in Australia Stock Exchange and converted to its equivalent value in Singaporedollars using exchange rate extracted from Bloomberg.

(7) On 24 March 2008, Sing Lun Holdings Ltd made an announcement that certain parties were engaged indiscussions with respect to a general offer for the shares of the company. Accordingly, the market premiawas calculated based on prices prior to 24 March 2008.

(8) On 15 April 2008, Unisteel Technology Ltd (“Unisteel”) received a query from the SGX-ST regarding asubstantial increase in the price of its shares. On 16 April 2008, 18 April 2008, 2 May 2008 and 5 June2008, Unisteel released several holding announcements. The market premia in the table above, werecomputed based on prices prior to 15 April 2008.

(9) On 18 April 2008, SNP Corporation Ltd (“SNP”) announced that it had been informed by Green Dot CapitalPte Ltd which owned approximately 54 per cent. of its issued share capital that it was evaluating its optionswith respect to such stake. The market premia in the table above were computed based on prices prior tothe holding announcement on 18 April 2008.

(10) On 17 April 2008, Midsouth Holdings Ltd (“Midsouth”) released a holding announcement in relation to thestrategic review of interest in Midsouth by certain majority shareholders of Midsouth, including the possibilityof a voluntary delisting of Midsouth from the SGX-ST. Subsequently, on 13 May 2008, Midsouth announcedthat it had received a delisting exit offer proposal. The market premia in the table above, were computedbased on prices prior to the holding announcement on 17 April 2008.

(11) On 13 June 2008, the offeror announced that it intends to make a voluntary unconditional cash offer for theshares in the capital of Pokka Corporation (Singapore) Ltd at a price of S$0.66 per share. Subsequently, theofferor increased the offer price to S$0.75 for each share on 15 August 2008. The computations in the tableabove, were computed based on the final offer price of S$0.75 for each share and market prices prior to thefirst offer announcement on 13 June 2008.

(12) The computations in the table above, were computed based on the cash consideration of US$1.33 for eachscheme share comprising (a) US$1.09 in cash for each scheme share transferred and (b) US$0.24 in cashfor each scheme share pursuant to the capital distribution.

(13) Figures calculated for the Company are based on CapitalIQ VWAP calculations; variations againstBloomberg L.P.-based calculations are not material.


44

Based on our analysis, we note that the Company’s premia implied by the Exit Offer overPrecedent Privatisation Transactions across the different observation periods, namely theone-month VWAP prior to announcement and three-month VWAP prior to announcement, ismarginally lower when compared to their respective median premia of PrecedentPrivatisation Transactions. However, we note that the premia implied by the Exit Offer overthe last transacted price is at a premium when compared to its median premia of PrecedentPrivatisation Transactions.

9.1.4. Analyst coverage of Tsit Wing International Holdings Limited

We note that there is only one analyst covering the Company. On 15 May 2009, OCBCInvestment Research issued a report maintaining a hold rating on the Company Shares dueto expectations that demand would improve in the coming quarters in line withimprovements in the economy. With a net cash position and stable dividends, the pricetarget for the Company Shares was estimated at S$0.22 which is at a 18.5 per centdiscount from the Exit Offer.

We also note that on 17 June 2009, OCBC Investment Research released a report inrelation to the Delisting. The report noted that the Group’s weak earnings had impaired itsdividend payout, which was cut from 11 HK cents in FY2007 to 6 HK cents in FY2008. Withrelatively reasonable valuations, OCBC Investment Research was in favour of theprivatisation and accepting the Exit Offer.

We highlight that the price target for the Company’s Shares is an independent estimate ofthe analyst based on his views on the outlook (including market conditions and economicoutlook) as at the date of publication. The analyst’s views and/or price targets may changematerially as a result of, amongst others, changes in general market conditions, theCompany’s corporate developments, macro-economic conditions and emergence of newdevelopments or information relevant to the Company and/or its industry. Shareholdersshould note that the information above should not be relied upon as a promise or indicationof the future market prices of the Company Shares.

9.1.5. Dividend Yield Analysis of the Company

The Company had declared and paid the following ordinary dividends in respect of the lastthree financial years:

Source: Company annual reports, Bloomberg L.P..

Notes:

(1) Based on the dividend per share (based on the weighted average number of shares for each year) dividedby the earnings per share (based on the weighted average number of shares for each year) as reported inthe Company’s annual reports for the respective financial years.

(2) Based on the gross dividend per Share divided by the Exit Offer Price.

(3) Based on a final dividend of HKD 0.075 and an interim dividend of HKD 0.035.

(4) Based on a final dividend on HKD 0.025 and an interim dividend of HKD 0.035.

Dividend yield analysis

PeriodGross dividend per

share (HKD)Gross dividend

payout¹Gross dividend

yield²Average dividend yield of

companies listed on the SGX-ST

FY2006 0.11 61.79% 7.66% 3.52%

FY2007 0.11 59.91% 7.66% 2.94%

FY2008 0.06 57.92% 4.18% 6.21%


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We note that the dividend yields of the Company for the FY2006 and FY2007 are higherthan the average dividend yields of SGX-ST-listed companies. However, the dividend yieldfor the Company for FY2008 is lower than the average dividend yield of SGX-ST-listedcompanies.


Note:

(1) The share price used to obtain the dividend yield was based upon the average of all the last traded prices ofthe first and last trading days of each month of each respective financial year.


We also note that the dividend yield and dividend payout history of the Company is at apremium to the median statistics of comparable companies (as identified in section 9.1.2. ofthis Letter).

The dividend yield for FY2008 for the Company is significantly lower than that of theprevious two years. However, the Unconflicted Directors and Shareholders should also notethat the historical dividend yield and dividend payout ratios of the Company as well ascomparable companies, do not form a basis to indicate future dividend declarations orlevels. Further, we note that as the share price of the Company fluctuates, the dividend yieldwould not represent the actual yield realised by a Shareholder should they choose to notaccept the Exit Offer. The Exit Offer represents an opportunity for Shareholders to realisetheir investment in uncertain markets.

Dividend payout ratio history

FY2006 FY2007 FY2008Super Coffeemix Manufacturing Ltd 32.13% 29.36% 34.48%

Food Empire 28.15% 26.17% 6.18%

Viz Branz Ltd 39.35% 23.33% 17.84%

Natural Bio Resources Bhd 43.48%

Chevalier Pacific Holdings Ltd 37.09% 35.00% 81.63%

Mean 34.18% 28.46% 36.72%Median 34.61% 27.76% 34.48%

Tsit Wing International Holdings Limited 61.80% 59.91% 57.86%

Dividend yield history (1)

FY2006 FY2007 FY2008Super Coffeemix Manufacturing Ltd 3.02% 1.89% 2.34%

Food Empire 4.28% 2.05% 0.59%

Viz Branz Ltd 3.90% 5.26% 3.78%

Natural Bio Resources Bhd 4.56%

Chevalier Pacific Holdings Ltd 5.14% 2.65% 2.41%

Mean 4.08% 2.96% 2.74%Median 4.09% 2.35% 2.41%

Tsit Wing International Holdings Limited 7.19% 7.49% 3.92%


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9.2. Other considerations

9.2.1. Application to SIC

On 10 June 2009, an application was made to the SIC to seek clarification regarding theextent to which the provisions of the Code applied to the Exit Offer. In addition, confirmationwas sought from the SIC that Wong Tat Pui and Wong Tat Tong (the “Excluded Directors”)are exempt from the requirement of making a recommendation to shareholders on the ExitOffer as they have irreconcilable conflicts of interest in relation to the Exit Offer.

The SIC had on 25 June 2009 ruled that:

(a) the Exit Offer is exempted from compliance with the following provisions of the Code:

(i) Rule 20.1 on keeping the Exit Offer open for 14 days after it is revised;

(ii) Rule 22 on the offer timetable;

(iii) Rule 28 on acceptances; and

(iv) Rule 29 on the right of acceptors to withdraw their acceptances; and

(b) subject to the following conditions:

(i) disclosure in the Circular of the following:-

(A) the consolidated net tangible asset per Share of the Group based on thelatest published accounts; and

(B) particulars of all known material changes as at the Latest PracticableDate which may affect the consolidated NTA per Share of the Group or astatement that there are no such known material changes; and

(ii) the Exit Offer remaining open for at least:

(A) 21 days after the date of the despatch of the Exit Offer Letter if the ExitOffer Letter is despatched after Shareholders’ approval for the Delistinghas been obtained; or

(B) 14 days after the date of the announcement of Shareholders’ approval ofthe Delisting if the Exit Offer Letter is despatched on the same date asthe Circular; and

(c) the Excluded Directors are exempted from the requirement to make arecommendation on the Exit Offer to the Shareholders provided that the ExcludedDirectors must still assume responsibility for the accuracy of facts stated and theopinions expressed in documents or advertisements issued by, or on behalf of, theCompany to the Shareholders in connection with the Exit Offer.

9.2.2. Alternative offers

As at the Latest Practicable Date, there is no publicly available evidence of any alternativeoffer for the Company Shares. Further, the Directors have also confirmed that as the LatestPracticable Date, apart from the Delisting Proposal, they have not received any other offerfrom any other party.


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9.2.3. Acquisition of property

The Company announced on 29 June 2009 that its wholly owned subsidiary, Zhuhai TsitWing Food Co., Ltd had entered into an agreement to purchase certain properties fromGenmao Electronics (Dongguan) Co., Ltd. situated at Xin Cheng Industrial Zone, HengliTown, Dongguan City, Guangdong Province, the People’s Republic of China for aconsideration of RMB 26.6 million. The proposed acquisition will be funded by acombination of internal funds and bank borrowings.

The Directors are of the view that whilst the acquisition is not expected to have any materialimpact on the current NTA per Share of the Group as disclosed in Paragraph 5.4 ofAppendix III of the Circular, there will be a certain level of depletion to the cash reserves ofthe Company resulting from the proposed acquisition.

We note that the acquisition is not expected to have any material impact on the earningsper share of the Company.

10. CONCLUSION AND RECOMMENDATION

In arriving at our recommendation, we have considered the factors set out in the previous sectionsof this letter. Accordingly, it is important that our letter and, in particular all the considerations andinformation we have taken into account, be read in its entirety.

Our conclusions in respect of the factors regarding the Exit Offer are set out below:

(a) The Company’s liquidity, as represented by the average daily value traded as a percentageof market capitalisation and the average daily volume traded as a percentage of sharesoutstanding, are 86.5 per cent and 83.5 per cent lower than the median liquidity statistics ofthe 10 most highly traded stocks on the SGX-ST, respectively;

(b) The Company’s liquidity as represented by the average daily value traded as a percentageof market capitalisation and the average daily volume traded as a percentage of sharesoutstanding are 68.4 per cent lower and 47.2 per cent lower than the median liquiditystatistics of the SGX-ST-listed entities with a market capitalisation of between S$48.80million and S$54.90 million, respectively;

(c) The Exit Offer is at a premium of 35.0 per cent and 31.2 per cent to the VWAP of theCompany Shares on the last traded day and one-month period prior to the Commencementof the Trading Halt. In addition, for the different periods ranging from one year prior to theCommencement of Trading Halt to the last traded day prior to the Commencement of theTrading Halt, We further note that the Exit Offer is at a premium of 1.9 per cent and 1.6 percent compared to the VWAP of the Company Shares one market day post the JointAnnouncement date and the period from post the Joint Announcement Date till the LatestPracticable Date, respectively;

(d) The Company’s EV/EBITDA multiple is at a 4.8 per cent discount to the median EV/EBITDAmultiple of comparable companies. The Company’s P/E multiple is at a 86.8 per centpremium to the median P/E multiple of comparable companies. In addition, the Company’sP/B multiple is at a 40.1 per cent premium to the median P/B multiple of comparablecompanies;

(e) The Company’s premium implied by the Exit Offer Price over Precedent PrivatisationTransactions across the different observation periods, namely the one-month VWAP prior toannouncement and three-month VWAP prior to announcement, is at a marginal discount totheir respective median premia for the mentioned observation periods, However, we notethat the premia implied by the Exit Offer over the last transacted price is at a premium whencompared to its median premia of the Precedent Privatisation Transactions;


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(f) Based on analyst coverage, we note that OCBC Investment Research issued a reportmaintaining a hold rating on the Company Shares due to expectations that demand wouldimprove in the coming quarters in line with improvements in the economy. With a net cashposition and stable dividends, the price target for the Company Shares was estimated atS$0.22 which is at a 18.5 per cent discount from the Exit Offer;

We also note that on 17 June 2009, OCBC Investment Research released a report inrelation to the Delisting. The report noted that the Group’s weak earnings had impaired itsdividend payout, which was cut from 11 HK cents in FY2007 to 6 HK cents in FY2008. Withrelatively reasonable valuations, OCBC Investment Research was in favour of theprivatisation and accepting the Exit Offer;

(g) We note that the dividend yields of the Company for FY2006 and FY2007 are higher thanthe average dividend yields of SGX-ST-listed companies. However, the dividend yield for theCompany for FY2008 is lower than the average dividend yield of SGX-ST-listed companies.

In addition, we note that the dividend yield and dividend payout history of the Company is ata premium to the median statistics of comparable companies.

We also note that the dividend yield for FY2008 for the Company is significantly lower thanthat of the previous two years. However, the Unconflicted Directors and Shareholdersshould also note that the historical dividend yield and dividend payout ratios of theCompany as well as comparable companies, do not form a basis to indicate future dividenddeclarations or levels. Further, we note that as the share price of the Company fluctuates,the dividend yield would not represent the actual yield realised by a Shareholder shouldthey choose to not accept the Exit Offer. The Exit Offer represents an opportunity forShareholders to realise their investment in uncertain markets; and

Our conclusions in respect of the other considerations are set out below:

(h) As at the Latest Practicable Date, there is no publicly available evidence of any alternativeoffer for the Company Shares. Further, the Directors have also confirmed that as at theLatest Practicable Date, apart from the Delisting Proposal, they have not received any otheroffer from any other party; and

(i) The Company announced on 29 June 2009 that its wholly owned subsidiary, Zhuhai TsitWing Food Co., Ltd had entered into an agreement to purchase certain properties fromGenmao Electronics (Dongguan) Co., Ltd. situated at Xin Cheng Industrial Zone, HengliTown, Dongguan City, Guangdong Province, the People’s Republic of China for aconsideration of RMB 26.6 million. The proposed acquisition will be funded by acombination of internal funds and bank borrowings.

The Directors are of the view that whilst the acquisition is not expected to have any materialimpact on the current NTA per Share of the Group as disclosed in Paragraph 5.4 of theCircular, there will be a certain level of depletion to the cash reserves of the Companyresulting from the proposed acquisition.

We note that the acquisition is not expected to have any material impact on the earningsper share of the Company.

After carefully considering the information available to us as at the Latest Practicable Date,and based upon the monetary, industry, market, economic and other relevant conditionssubsisting as at the Latest Practicable Date and based on our considerations above, we areof the opinion that the financial terms of the Exit Offer are fair and we advise theUnconflicted Directors to advise the independent Shareholders to accept the Exit Offer andvote in favour of the Delisting Resolution.


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In rendering the above opinion, we have not taken into consideration the specific investmentobjectives, financial situation, tax position or unique needs and constraints of any individualshareholder. Accordingly, any individual shareholder who may require specific advice in relation totheir investment portfolio including their investment in the Company should consult theirstockbroker, bank manager, solicitor, accountant, tax adviser, or other professional adviserimmediately.

This opinion is governed by, and construed in accordance with the laws of Singapore, and isstrictly limited to the matters stated herein and does not apply by implication to any other matter.Nothing herein shall confer or be deemed or is intended to confer any right or benefit to any thirdparty and the Contracts (Rights of Third Parties) Act 2001, Chapter 53B of Singapore and any re-enactment thereof shall not apply.

Yours faithfullyFor and on behalf ofKPMG Corporate Finance Pte Ltd

Vishal Sharma Wong Kok MinExecutive Director Manager


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1. REGISTERED OFFICE

The registered office of the Offeror is at P.O. Box 957, Offshore Incorporations Centre, Road Town,Tortola, British Virgin Islands.

2. DIRECTORS

As at the Latest Practicable Date, the Offeror Directors are as follows:-

Name Address Designation

Wong Tat Tong House H3, Belleview Place, Director93 Repulse Bay, Hong Kong

Wong Tat Pui Flat C, 32/F, Conduit Tower, Director20 Conduit Road, Hong Kong

3. PRINCIPAL ACTIVITIES OF THE OFFEROR

The principal activity of the Offeror is that of an investment holding company.

4. SUMMARY OF FINANCIAL INFORMATION

As the Offeror was incorporated on 8 April 2009, no audited financial statements of the Offeror hasbeen prepared since the date of its incorporation.

5. MATERIAL CHANGES IN THE FINANCIAL POSITION OF THE OFFEROR

Save as a result of the making and financing of the Exit Offer, there has not been any knownmaterial change in the financial position of the Offeror subsequent to its date of incorporation.

6. DISCLOSURE OF INTERESTS

6.1. Save as disclosed in paragraphs 6.1(a), 6.1(b), 6.1(c) and 6.2 below, as at the Latest PracticableDate, none of the Offeror, the parties acting in concert with it or the Offeror Directors (a) owns,controls or has agreed to acquire Shares or securities which carry voting rights in the Company orare convertible into Shares or securities which carry voting rights in the Company, or rights tosubscribe for, or options in respect of, such Shares or securities as at the date hereof; (b) has dealtfor value any Shares during the period commencing six months prior to the Joint AnnouncementDate and ending on the Latest Practicable Date; or (c) has received any irrevocable undertakingfrom any party to accept or reject the Exit Offer, as at the Latest Practicable Date.

(a) As at the Latest Practicable Date, the Offeror holds 1,814,000 Shares representing 0.94 percent. of the share capital of the Company.

(b) As at the Latest Practicable Date, the following Offeror Directors have interests (whetherdirect or deemed) in Shares:


Direct Deemed Total the Issued Directors Interest Interest Interest Share Capital

Wong Tat Tong – 108,174,591 108,174,591 56.07

Wong Tat Pui – 148,287,382 148,287,382 76.86

APPENDIX II: ADDITIONAL INFORMATION ON THE OFFEROR

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(c) Save as disclosed below and in paragraphs 6.1(a) and 6.1(b), no other party acting inconcert with the Offeror has any interest (whether direct or deemed) in the Shares:

Concert Parties % of Total Interest in

Direct Deemed Total the Issued Concert Party Interest Interest Interest Share Capital

Wong Tat Tong – 108,174,591 108,174,591 56.07

Wong Tat Pui – 148,287,382 148,287,382 76.86

Wong’s Brothers Consortium Inc. 106,360,591 1,814,000 108,174,591 56.07

Snappy Performance Ltd. 40,112,791 – 40,112,791 20.79

Swift Mind Holdings Limited – 108,174,591 108,174,591 56.07

Prosperous Town Limited – 108,174,591 108,174,591 56.07

Global King International Limited – 108,174,591 108,174,591 56.07

Notes:

1. Wong Tat Tong and Wong Tat Pui are brothers.

2. Swift Mind, Prosperous Town and Global King hold 22.2%, 47.3% and 30.5% respectively of the voting rightsof WBC.

3. Swift Mind is wholly-owned by Trustcorp Limited as trustee for The Excel Fortune Trust. The eligiblebeneficiaries of The Excel Fortune Trust include members of Wong Tat Pui’s immediate family. Accordingly,Wong Tat Pui is deemed, by virtue of the interests of members of his immediate family in such shares, tohave a 22.2% interest in the capital of WBC held by Swift Mind and is deemed to have an interest in all the108,174,591 Shares held (directly or indirectly) by WBC.

4. Wong Tat Tong, our Director, is also a director of Prosperous Town and Global King. All the issued ordinaryshares of Prosperous Town and Global King are held by Trustcorp Limited as trustee for The Prosperity 2000Trust.

5. The eligible beneficiaries of The Prosperity 2000 Trust include members of Wong Tat Tong’s immediate family.Accordingly, Wong Tat Tong is deemed, by virtue of the interests of members of his immediate family in suchshares, to have an aggregate 77.8% interest in the capital of WBC held by Prosperous Town and Global Kingand is deemed to have an interest in all the 108,174,591 Shares held (directly or indirectly) by WBC.

6. The sole issued ordinary share of Snappy is held by Trustcorp Limited as trustee for The Wong Family2000.The eligible beneficiaries of The Wong Family 2000 Trust include members of Wong Sek Fook’simmediate family (which includes Wong Tat Pui). Accordingly, Wong Tat Pui is deemed to have an interest inall the 40,112,791 Shares held (directly or indirectly) by Snappy. Wong Sek Fook is deemed, by virtue of theinterests of members of his immediate family in such shares, to have an interest in all the 40,112,791 Sharesheld (directly or indirectly) by Snappy. Wong Sek Fook is the father of Wong Tat Tong and Wong Tat Pui, ourExecutive Directors.


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6.2. The Offeror and the parties acting in concert with it, have dealt for value in the Shares during theperiod commencing six months prior to the Joint Announcement Date and ending on the LatestPracticable Date, as follows:-

Date of Acquisition Number of Shares VWAP (S$)

16 January 2009 9,000,000 0.200

16 June 2009 477,000 0.262

17 June 2009 518,000 0.265

23 June 2009 27,000 0.265

24 June 2009 180,000 0.265

25 June 2009 5,000 0.265

26 June 2009 5,000 0.265

29 June 2009 10,000 0.265

30 June 2009 30,000 0.265

02 July 2009 57,000 0.265

06 July 2009 383,000 0.265

10 July 2009 86,000 0.265

13 July 2009 13,000 0.265

22 July 2009 23,000 0.265

Total 10,814,000

7. IRREVOCABLE UNDERTAKINGS

As at the Latest Practicable Date, neither the Offeror nor any of the parties acting in concert with ithas received any irrevocable undertaking from any person to vote for or against the DelistingResolution and/or to accept or reject the Exit Offer.

8. GENERAL

8.1. Indemnity and other arrangements

As at the Latest Practicable Date, neither the Offeror nor any of the parties acting in concert with ithas entered into with any person any arrangement of the kind referred to in Note 7 on Rule 12 ofthe Code, including indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to the Offer Shares which may be an inducement todeal or refrain from dealing in the Offer Shares.

8.2. Disclosure of Special Arrangements

As at the Latest Practicable Date, there is no agreement, arrangement or understanding, includingan irrevocable undertaking, between (i) the Offeror or any of the parties acting in concert with itand (ii) any of the present or current directors of the Company or the present or recentShareholders that has any connection with or dependence upon the Exit Offer.

8.3. Transfer of Shares

As at the Latest Practicable Date, there is no agreement, arrangement or understanding, includingan irrevocable undertaking, whereby any of the Offer Shares acquired pursuant to the Exit Offerwill or may be transferred to any other person. However, the Offeror reserves the right to transferany of the Offer Shares to any of its related corporations (within the meaning of Section 6 of theAct). Save for any security interest granted or to be granted to any financial institution which haveextended or shall extend credit facilities to the Offeror or any of the parties acting in concert with itor as otherwise disclosed in this Circular, to the best of the Offeror Directors’ knowledge, as at theLatest Practicable Date, there is no agreement, arrangement or understanding whereby any OfferShares will or may be transferred to any other person.


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8.4. No Payment or Benefit to Directors of the Company

As at the Latest Practicable Date, there is no agreement or arrangement for any payment or otherbenefit to be made or given to any Director or to any director of any of the Company’s relatedcorporations (within the meaning of Section 6 of the Act) as compensation for loss of office orotherwise in connection with the Exit Offer.

8.5. No Agreement Conditional upon Outcome of Exit Offer

As at the Latest Practicable Date, there is no agreement or arrangement between Fair Link andany of the Directors or any other person in connection with or conditional upon the outcome of theExit Offer or is otherwise connected to the Exit Offer.

8.6. Transfer Restrictions

The Memorandum of Association and Bye-Laws of the Company do not contain any restriction onthe right to transfer the Shares, which has the effect of requiring holders of such Shares, beforetransferring them, to offer them for purchase to members of the Company or to any person.

After Delisting, the prior permission of the Bermuda Monetary Authority is required for transfer ornew issue of Shares.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

9.1. The Offeror Directors (including any director who may have delegated detailed supervision of thisCircular) have taken all reasonable care to ensure that the facts stated and opinions expressed inthis Circular in so far as they relate solely to the Offeror and parties acting in concert with it andthe Exit Offer are fair and accurate and that no material facts relating solely to the Offeror andparties acting in concert with it and the Exit Offer have been omitted from this Circular, theomission of which would make any statement in this Circular relating to and the Exit Offermisleading in any material respect. The Offeror Directors jointly and severally accept responsibilityaccordingly.

9.2. Where any information relating to the Offeror and the Exit Offer in this Circular has been extractedfrom published or publicly available sources, the sole responsibility of the Offeror Directors havebeen to ensure through reasonable enquiries that such information is accurately extracted fromsuch sources or, as the case may be, reflected or reproduced in this Circular.


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APPENDIX III: ADDITIONAL INFORMATION ON THE COMPANY

55


1. REGISTERED OFFICE

The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM 12,Bermuda. The business office of the Company is at Flats F-J, 11/F, Block 1, Kwai Tak IndustrialCentre, Kwai Tak Street, Kwai Chung, New Territories, Hong Kong.

2. DIRECTORS

The names, addresses and descriptions of the Directors as at the Latest Practicable Date are asfollows:

Name Address Designation

Wong Tat Tong House H3, Belleview Place, Chairman, Executive Director, 93 Repulse Bay, Hong Kong Managing Director and Chief

Executive Officer

Wong Tat Pui Flat C, 32/F, Conduit Tower, Deputy Chairman and 20 Conduit Road, Hong Kong Executive Director

Chan Sum Yu, Samuel 960, 9/F, Block B, Ming Yuen Executive Director and Mansion-Phase 2, General Manager – Manufacturing 60 Peacock Road, North Point, and Wholesales Hong Kong

Kam Chun Pong, Bernard Flat 4B, Tower 2, Hillsborough Executive Director andCourt, 18 Old Peak Road, General Manager – Sales & Hong Kong Marketing

Chan Chi Chung Flat 01, 16/F, Block A, Villa Lotto, Independent Director No. 18 Boardwood Road, Hong Kong

Tan Kay Hock 27 Mount Faber Road, #03-01, Independent Director Mount Faber Lodge,Singapore 099200, Singapore

So Kai Lau, Peter C-9, 6 Scenic Villa Drive, Pokfulam, Independent DirectorHong Kong

Tan Sin Ghee 5000L Marine Parade Road, Independent Director #08-50, Singapore 449293, Singapore

3. PRINCIPAL ACTIVITIES OF THE COMPANY AND THE GROUP


In addition, the Company has expanded its business to Singapore, Malaysia and other Asiancountries subsequent to its entry into China and Canada. It also sells and distributes renownedbranded food and beverage products to compliment its coffee and tea business.

In its pursuit of excellence, the guiding principle of the Company is to respond swiftly to changingconsumer expectations and customising its service to meet customers’ needs. To strive forcontinuous growth, the Company is now moving from specialisation to diversification on threefronts: product, business and geography.

In 1997, the Group has also ventured into the fast moving consumer goods (the “FMCG”) market inChina and has moved into the FMCG market in Hong Kong in 1998.

The Group is headquartered in Hong Kong.

4. SHARE CAPITAL OF THE COMPANY

4.1. Issued and Paid-up Share Capital

As at the Latest Practicable Date, the Company has only one class of shares, being ordinaryshares. As at the Latest Practicable Date, the issued and fully paid share capital of the Company isHKD 48,235,999.75 comprising 192,943,999 ordinary shares of par value HKD 0.25 each perShare.

The Shares are quoted and listed on the Official List of the SGX-ST.

4.2. Rights attached to the Shares

The rights of Shareholders in respect of capital, dividends and voting are set out in the Bye-Laws.The relevant provisions in the Bye-Laws relating to the rights of Shareholders in respect of capital,dividends and voting are set out in the Annexure below.

4.3. Issued Shares since 31 December 2008

The Company has not issued any new Shares since 31 December 2008, being the end of the lastfinancial year and up to the Latest Practicable Date.

4.4. Outstanding Options

As at the Latest Practicable Date, save for the 480,000 outstanding Options granted under theScheme (as described in paragraph 4 of this Circular), the Company has no outstandinginstruments convertible into, rights to subscribe for, and options in respect of, securities beingoffered for or which carry voting rights affecting Shares.

5. FINANCIAL INFORMATION

5.1. Profit and Loss Statements

A summary of the audited consolidated profit and loss statements of the Group for FY2006,FY2007, FY2008, together with the audited consolidated and restated profit and loss statements ofthe Group for FY2008 and the unaudited profit and loss statements of the Group for Q1 2009 is setout below:-

HKD’000 FY2006 FY2007 FY2008 FY2008 Q1 2009(audited) (audited) (audited) (restated) (unaudited)

Revenue 321,703 362,774 402,412 402,412 93,039Cost of sales (184,134) (223,057) (262,311) (262,311) (60,390)

Gross Profit 137,569 139,717 140,101 140,101 32,649

Other operating income 2,363 4,736 4,965 4,965 2,121Distribution costs (54,432) (56,373) (63,837) (63,837) (16,982)Administrative expenses (42,600) (45,248) (47,366) (47,366) (12,242)Other operating expenses (1,026) – (9,736) (9,736) –Finance costs (382) (107) (145) (145) (13)


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HKD’000 FY2006 FY2007 FY2008 FY2008 Q1 2009(audited) (audited) (audited) (restated) (unaudited)

Profit before tax 41,492 42,725 23,982 23,982 5,533Income tax expense (7,123) (7,302) (3,975) (3,975) (1,105)

Profit for the period 34,369 35,423 20,007 20,007 4,428Attributable to equity holders of the Company 34,308 35,423 20,007 20,007 4,428Earnings per share (HK cents)Basic 17.80 18.36 10.37 10.37 2.29Diluted 17.78 18.35 10.36 10.36 2.29

Dividend per share (HK cents)Interim dividend paid 3.5 3.5 3.5 3.5 –Proposed final dividends 7.5 7.5 2.5 2.5 –

This summary is extracted from, and should be read together with the restated consolidatedfinancial statements of the Group and the restated financial statements of the Company for therelevant periods and the related notes thereto, as set out in the Group’s annual reports andannouncements posted on the website of the SGX-ST at www.sgx.com, copies of which are alsoavailable for inspection at Intertrust Singapore Corporate Services Pte. Ltd., 3 Anson Road, #27-01, Springleaf Tower, Singapore 079909.

5.2. Balance Sheet

A summary of the audited restated consolidated balance sheet of the Group and the restatedbalance sheet of the Company as at 31 December 2008 and the unaudited consolidated balancesheet of the Group and the unaudited balance sheet of the Company as at 31 March 2009 is setout below:-

The Group The CompanyFY2008 Q1 2009 FY2008 Q1 2009

(restated) (unaudited) (restated) (unaudited)

HKD’000ASSETS

Current assets:Cash and cash equivalents 76,647 81,584 146 96Trade receivables 56,634 47,935 – –Bills receivables 39 – – –Other receivables and prepayments 11,494 9,400 1,031 546Amount due from subsidiaries – – 65,726 65,093Held-to-maturity investments 6,192 6,008 – –Inventories 73,204 75,730 – –

Total current assets 224,210 220,657 66,903 65,735

Non-current assets:Subsidiaries – – 78,563 78,563Prepaid leases 7,639 7,556 – –Property, plant and equipment 57,601 56,990 – – Deposit paid for acquisition of property, plan and equipment 469 512 – –

Deferred tax assets 219 229 – –

Total non-current assets 65,928 65,287 78,563 78,563


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The Group The CompanyFY2008 Q1 2009 FY2008 Q1 2009

(restated) (unaudited) (restated) (unaudited)

Total assets 290,138 285,944 145,466 144,298

LIABILITIES AND EQUITY

Current liabilities:Trust receipts and other loans 4,353 1,774 – –Bills payables 225 – – –Trade payables 25,093 20,739 – –Other payables 9,722 9,098 1,411 768Derivative financial instruments 659 50 – –

Total current liabilities 40,052 31,661 1,411 768

Non-current liabilityDeferred tax liabilities 4,023 3,792 – –

Capital and reservesShare capital 48,236 48,236 48,236 48,236 Share premium 20,977 20,977 20,977 20,977Contributed surplus 48,563 48,563 48,563 48,563Translation reserve 4,364 4,364 – –Employee share option reserve 207 207 207 207Retained earnings 123,716 128,144 26,072 25,547

Attributable to equity holders of the Company 246,063 250,491 144,055 143,530

Total liabilities and equity 290,138 285,944 145,466 144,298

This summary is extracted from, and should be read together with the restated consolidatedfinancial statements of the Group and the restated financial statements of the Company for therelevant periods and the related notes thereto, as set out in the Group’s annual reports andannouncements posted on the website of the SGX-ST at www.sgx.com, copies of which are alsoavailable for inspection at Intertrust Singapore Corporate Services Pte. Ltd., 3 Anson Road, #27-01, Springleaf Tower, Singapore 079909.

5.3. Significant Accounting Policies

The Group has adopted IFRS since 1 January 2009. The Group previously prepared its financialstatements in accordance with SFRS. SFRS differs in some respect form IFRS. When preparingthe consolidated financial statements for the Group for Q1 2009, the management has amendedcertain accounting methods applied in the SFRS financial statements to comply with IFRS. Thetransition from SFRS to IFRS has no impact on the Group’s equity and net income other thanpresentational changes. For more details, please refer to Note 5 of the unaudited financialstatements of the Group for Q1 2009, posted on the website of the SGX-ST at www.sgx.com,copies of which are also available for inspection at Intertrust Singapore Corporate Services Pte.Ltd., 3 Anson Road, #27-01, Springleaf Tower, Singapore 079909.

5.4. NTA Per Share of the Group

Based on the Company’s results for Q1 2009 disclosed in the announcement by the Company on14 May 2009, the NTA per Share of the Group is HKD 1.298.


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6. MATERIAL CHANGES

6.1. Financial Position

Save as disclosed in publicly available information on the Company, as at the Latest PracticableDate, there has been no known material change in the financial position of the Company since 31December 2008, being the date of the last published audited consolidated financial statements ofthe Company, except as otherwise disclosed in the announcement by the Company on 14 May2009 of the Company’s results for Q1 2009.

6.2. NTA Per Share of the Group

Save as disclosed in paragraph 6.3 below, as at the Latest Practicable Date, the Directors are notaware of any material change which may affect the NTA per Share of the Group as disclosed inparagraph 5.4 above.

6.3. General

The Company announced on 29 June 2009 that its wholly owned subsidiary, Zhuhai Tsit Wing hadentered into an agreement to purchase certain properties from Genmao Electronics (Dongguan)Co., Ltd. situated at the Xin Cheng Industrial Zone, Hengli Town, Dongguan City, GuangdongProvince, the People’s Republic of China for a consideration of RMB26.6 million. The proposedacquisition will be funded by a combination of internal funds and bank borrowings. A copy of theannouncement is available on the website of the SGX-ST at www.sgx.com.

The Directors are of the view that whilst the acquisition is not expected to have any material impacton the current NTA per Share of the Group as disclosed in paragraph 5.4 above, there will becertain level of depletion to the cash reserves of the Group resulting from the proposed acquisition.

Save as disclosed in this Circular and information that is publicly available, there has been nomaterial change in any information previously published by the Company during the periodcommencing from the Joint Announcement Date and up to the Latest Practicable Date.

7. DISCLOSURE OF INTERESTS

7.1. Disclosure of Interest of the Company and the Directors

(a) The Company does not have any direct or deemed interest in the:-

(i) shares of Fair Link; or

(ii) any instruments convertible into, rights to subscribe for or options in respect of FairLink (collectively, “Fair Link Convertible Securities”) as at the Latest PracticableDate.

(b) The Company has not dealt for value in the (i) shares of Fair Link or (ii) Fair Link ConvertibleSecurities during the period commencing six months prior to the Joint Announcement Dateand ending on the Latest Practicable Date.

(c) Save as disclosed in paragraph 11.2 of this Circular, none of the Directors has any direct ordeemed interest in the:

(i) Shares;

(ii) Options; or

(iii) securities which carry voting rights in the Company.


59

(d) As at the Latest Practicable Date the Unconflicted Directors do not have any direct ordeemed interest in the:

(i) shares of Fair Link; or

(ii) Fair Link Convertible Securities.

(e) None of the Unconflicted Directors has dealt for value in the (i) shares of Fair Link or (ii) FairLink Convertible Securities during the period commencing six months prior to the JointAnnouncement Date and ending on the Latest Practicable Date.

(f) As at the Latest Practicable Date, save as disclosed in this Circular, none of the Directorshas indicated whether he intends, in respect of their own beneficial shareholdings, to acceptor reject the Exit Offer.

7.2. Disclosure of Interest of KPMG

(a) As at the Latest Practicable Date, neither KPMG nor any funds whose investments aremanaged by KPMG on a discretionary basis owns, controls or has agreed to acquire any (i)Shares, (ii) securities which carry voting rights in the Company, or (iii) any Options.

(b) None of KPMG, its related corporations or funds whose investments are managed by KPMGor its related corporations on a discretionary basis has dealt for value in the Shares duringthe period commencing six months prior to the Joint Announcement Date and ending on theLatest Practicable Date.

7.3. Other Disclosures

(a) As at the Latest Practicable Date, there is no proposal for payment or other benefit to bemade or given to any Director or director of any other corporation which is by virtue ofSection 6 of the Act deemed to be related to the Company, as compensation for loss ofoffice or otherwise in connection with the Exit Offer.

(b) As at the Latest Practicable Date, there are no agreements or arrangements made betweenany Director and any other person in connection with or conditional upon the outcome of theExit Offer.

(c) As disclosed in paragraph 11.2 of this Circular, Wong Tat Tong and Wong Tat Pui aredirectors of Fair Link and are also beneficially interested in the shareholding of Fair Link.

(d) Save as disclosed above, as at the Latest Practicable Date, none of the UnconflictedDirectors has a material personal interest, whether direct or indirect, in any material contractentered into by Fair Link.

7.4. Irrevocable Undertakings

As at the Latest Practicable Date, neither Fair Link nor any of the parties acting in concert with ithas received any irrevocable undertaking from any party to vote for or against the DelistingResolution and to accept or reject the Exit Offer.

As at the Latest Practicable Date, neither Fair Link nor any of the parties acting in concert with ithas entered into any arrangement of the kind referred to in Note 7 Rule 12 of the Code, includingindemnity or option arrangements, or any agreement or understanding, formal or informal, orwhatever nature, relating to the Shares, which may be an inducement to deal or refrain fromdealing in the Shares.


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8. MATERIAL CONTRACTS WITH INTERESTED PERSONS

Neither the Company nor any of its subsidiaries has entered into material contracts (other thanthose entered into in the ordinary course of business) with persons who are Interested Persons (asdefined in the Note on Rule 23.12 of the Code) during the period beginning three years before theJoint Announcement Date.

9. MATERIAL LITIGATION

As at the Latest Practicable Date, the Directors are not aware of any litigation, claims orproceedings pending or threatened against the Company or any of its subsidiaries, or any factslikely to give rise to any litigation, claims or proceedings which might materially affect the financialposition of the Group.

10. GENERAL

10.1. Indemnity and other arrangements

As at the Latest Practicable Date, neither Fair Link nor any of the parties acting in concert with ithas entered into with any person any arrangement of the kind referred to in Note 7 on Rule 12 ofthe Code, including indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to the Offer Shares which may be an inducement todeal or refrain from dealing in the Offer Shares.

10.2. Disclosure of Special Arrangements

As at the Latest Practicable Date, there is no agreement, arrangement or understanding, includingan irrevocable undertaking, between (i) Fair Link or any of the parties acting in concert with it and(ii) any of the present or current directors of the Company or the present or recent Shareholdersthat has any connection with or dependence upon the Exit Offer.

10.3. Transfer of Shares

As at the Latest Practicable Date, there is no agreement, arrangement or understanding, includingan irrevocable undertaking, whereby any of the Offer Shares acquired pursuant to the Exit Offerwill or may be transferred to any other person. However, Fair Link reserves the right to transfer anyof the Offer Shares to any of its related corporations (within the meaning of Section 6 of the Act).Save for any security interest granted or to be granted to any financial institution which haveextended or shall extend credit facilities to the Offeror or any of the parties acting in concert with itor as otherwise disclosed in this Circular, to the best knowledge of the Offeror Directors, as at theLatest Practicable Date, there is no agreement, arrangement or understanding whereby any OfferShares will or may be transferred to any other person.

10.4. No Payment or Benefit to Directors of the Company

As at the Latest Practicable Date, there is no proposal for payment or other benefit to be made orgiven to any Director or to any director of any of the Company’s related corporations (within themeaning of Section 6 of the Act) as compensation for loss of office or otherwise in connection withthe Exit Offer.

10.5. No Agreement Conditional upon Outcome of Exit Offer

As at the Latest Practicable Date, there is no agreement or arrangement between Fair Link andany of the Directors or any other person in connection with or conditional upon the outcome of theExit Offer or is otherwise connected to the Exit Offer.


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10.6. Transfer Restrictions

The Memorandum of Association and Bye-Laws of the Company do not contain any restriction onthe right to transfer the Shares, which has the effect of requiring holders of such Shares, beforetransferring them, to offer them for purchase to members of the Company or to any person.

After Delisting, the prior permission of the Bermuda Monetary Authority is required for transfer ornew issue of Shares.

11. Market Prices of the Company’s Shares

Transaction Prices. The highest and lowest closing prices, last transacted prices and tradingvolume of the Shares on the SGX-ST, as extracted from Bloomberg L.P., on a monthly basis fromDecember 2008 to May 2009 (being the six calendar months preceding the Joint AnnouncementDate) and a summary of the highest and lowest prices, last transacted prices and trading volumeof the Shares on the SGX-ST, as extracted from Bloomberg L.P., on a daily basis from 1 June 2009to the Latest Practicable Date are set out below:

VolumeLast (No. of

Highest Lowest Transacted Shares)Year Month Date (S$) (S$) (S$) (‘000)

2008 December 0.200 0.200 0.200 59,000

2009 January 0.200 0.200 0.200 9,027,0003

February No Trades

March No Trades

April No Trades

May 0.215 0.200 0.200 70,000

June 1 No Trades

2 No Trades

3 No Trades

4 No Trades

5 No Trades

6 Saturday

7 Sunday

8 No Trades

9 No Trades

10 No Trades

11 Trading halt

12 Trading halt

13 Saturday

14 Sunday

15 Trading halt and Joint Announcement Date


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3 Includes the off-market divestment of 9 million Shares by Mitsui & Company (Hong Kong) Limited to WBC

VolumeLast (No. of


16 0.265 0.260 0.265 845,000

17 0.275 0.260 0.265 762,000

18 No Trades

19 0.265 0.265 0.265 4,000

20 Saturday

21 Sunday

22 No Trades

23 0.265 0.265 0.265 138,000

24 0.265 0.265 0.265 180,000

25 0.265 0.265 0.265 5,000

26 0.265 0.265 0.265 5,000

27 Saturday

28 Sunday

29 0.265 0.265 0.265 10,000

30 0.265 0.265 0.265 30,000

July 1 No Trades

2 0.265 0.265 0.265 57,000

3 0.265 0.265 0.265 75,000

4 Saturday

5 Sunday

6 0.265 0.265 0.265 383,000

7 No Trades

8 No Trades

9 0.270 0.270 0.270 58,000

10 0.265 0.265 0.265 86,000

11 Saturday

12 Sunday

13 0.265 0.265 0.265 13,000

14 No Trades

15 0.270 0.270 0.270 230,000

16 0.270 0.270 0.270 82,000

17 0.270 0.270 0.270 143,000

18 Saturday

19 Sunday

20 0.270 0.270 0.270 21,000

21 No Trades


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VolumeLast (No. of


22 0.270 0.265 0.265 88,000

23 No Trades

24 No Trades

25 Saturday

26 Sunday

27 0.270 0.270 0.270 1,000

28 No Trades

29 No Trades

Highest and Lowest Prices. The highest and lowest last transacted prices of the Shares on theSGX-ST during the period between the start of the six calendar months preceding the date of theJoint Announcement and the Latest Practicable Date are as follows:

Highest Closing Price: S$0.270 on 9 July 2009, 15 July 2009, 16 July 2009, 17 July 2009, 20 July 2009 and 27 July 2009

Lowest Closing Price: S$0.200 on 22 December 2008, 29 December 2008, 5 January 2009,16 January 2009, 18 May 2009 and 29 May 2009

Closing Prices. The closing prices of the Shares on SGX-ST on (i) the latest business dayimmediately preceding the Joint Announcement Date was S$0.200 per Share and (ii) 27 July 2009,being the last traded day prior to the Latest Practicable Date was S$0.270 per Share..


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ANNEXURE

The relevant provisions in the Bye-Laws relating to the rights of Shareholders in respect of capital,dividends and voting are reproduced as follows:

SHARES, WARRANTS AND MODIFICATION OF RIGHTS

3. Without prejudice to any special rights or restrictions for the time being attachingto any shares or any class of shares, any share may be issued upon such termsand conditions and with such preferred, deferred or other special rights, or suchrestrictions, whether in regard to dividend, voting, return of capital or otherwise,as the Company may from time to time by Ordinary Resolution determine (or, inthe absence of any such determination or so far as the same may not makespecific provision, as the Board may determine) and any preference share may,subject to the Companies Act and with the sanction of a Special Resolution, beissued on the terms that it is liable to be redeemed upon the happening of aspecified event or upon a given date and either at the option of the Company or,if so authorised by the Memorandum of Association of the Company, at theoption of the holder.

4. The Board may, subject to the approval by the shareholders in general meeting,issue warrants to subscribe for any class of shares or securities of the Companyon such terms as the Board may from time to time determine. Where warrantsare issued to bearer, no certificate thereof shall be issued to replace one thathas been lost unless the Board is satisfied beyond reasonable doubt that theoriginal certificate thereof has been destroyed and the Company has receivedan indemnity in such form as the Board shall think fit with regard to the issue ofany such replacement certificate.

5. (A) In the event of preference shares being issued the total nominal value ofissued preference shares shall not at any time exceed the total nominalvalue of the issued ordinary shares and preference shareholders shallhave the same rights as ordinary shareholders as regards receiving ofnotices, reports and balance sheets and attending general meetings ofthe Company, and preference shareholders shall also have the right tovote at any meeting convened for the purpose of reducing the capital orwinding-up or sanctioning a sale of the undertaking of the Company orwhere the proposal to be submitted to the meeting directly affects theirrights and privileges or when the dividend on the preference shares ismore than six (6) months in arrears.

(B) The Company has power to issue further preference capital rankingequally with, or in priority to, preference shares already issued.


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Issue of shares

Warrants

PreferenceShares

6. (A) For the purposes of Section 47 of the Companies Act, if at any time thecapital is divided into different classes of shares, all or any of the specialrights attached to any class (unless otherwise provided for by the terms ofissue of the shares of that class) may, subject to the provisions of theCompanies Act, be varied or abrogated either with the consent in writingof the holders of not less than three-fourths (3/4) in nominal value of theissued shares of that class or with the sanction of a Special Resolutionpassed at a separate general meeting of the holders of the shares of thatclass. To every such separate general meeting the provisions of theseBye-Laws relating to general meetings shall mutatis mutandis apply, butso that the necessary quorum shall be not less than two (2) personsholding or representing by proxy or by corporate representative one-third(1/3) in nominal value of the issued shares of that class, and that anyholder of shares of the class present in person or by proxy or by dulyauthorised corporate representative may demand a poll.

(B) The repayment of preference capital other than redeemable preferencecapital, or any alteration of preference shareholders’ rights, may only bemade pursuant to a Special Resolution passed at a general meeting ofthe holders of the shares of that class. Provided that, where thenecessary majority for such a Special Resolution is not obtained at thegeneral meeting, consent in writing if obtained from the holders of not lessthan three-fourths (3/4) in nominal value of the issued shares of that classwithin two (2) months of such general meeting, shall be valid and effectualas a Special Resolution carried at the general meeting.

(C) The provisions of this Bye-Law shall apply to the variation or abrogation ofthe special rights attached to the shares of any class as if each group ofshares of the class differently treated formed a separate class the rightswhereof are to be varied or abrogated.

(D) The special rights conferred upon the holders of any shares or class ofshares shall not, unless otherwise expressly provided in the rightsattaching to or the terms of issue of such shares, be deemed to bealtered or abrogated by the creation or issue of further shares ranking paripassu therewith.

SHARES AND INCREASE OF CAPITAL

7. (A) The authorised share capital of the Company at the date on which theseBye-Laws come into effect is HK$100,000,000 divided into 400,000,000shares of HK$0.25 each.

(B) Any power of the Company to purchase or otherwise acquire its ownshares shall be exercisable by the Board upon such terms and subject tosuch conditions as it thinks fit and shall also be subject to the CompaniesAct, the Company’s Memorandum of Association and, for so long as theshares of the Company are listed on the Designated Stock Exchange, theprior approval of the shareholders in general meeting for such purchaseor acquisition (such approval to state the shares which may in aggregatebe purchased or acquired during any one financial year of the Company).Such approval of the shareholders shall be valid for a period of twelve


66

How rights of shares may bemodified

AuthorisedShare Capital

Company topurchase itsown shares

(12) months from the date on which such approval is granted any maythereafter by renewed by the shareholders in general meeting. For so longas the shares of the Company are listed on the Designated StockExchange, the Company shall make an announcement to the DesignatedStock Exchange of any purchase or acquisition by the Company of itsown shares on the market day next following the day of such purchase oracquisition.

8. The Company in general meeting may from time to time, whether or not all theshares for the time being authorised shall have been issued and whether or notall the shares for the time being issued shall have been fully paid up, byOrdinary Resolution in accordance with Section 45 of the Companies Act,increase its share capital by the creation of new shares, such new capital to beof such amount and to be divided into shares of such class or classes and ofsuch amounts in Hong Kong dollars, Singapore dollars or United States dollarsor such other currency as the shareholders may think fit and as the resolutionmay prescribe.

9. Any new shares shall be issued upon such terms and conditions and with suchrights, privileges or restrictions annexed thereto as the general meetingresolving upon the creation thereof shall direct, and if no direction be given,subject to the provisions of the Statutes and of these Bye-Laws, as the Boardshall determine; and in particular such shares may be issued with a preferentialor qualified right to dividends and in the distribution of assets of the Companyand with a special right or without any right of voting.

10. Subject to any direction to the contrary that may be given by the Company ingeneral meeting, or except as permitted under the listing rules of the DesignatedStock Exchange all new shares shall before issue be offered to such personswho as at the date of the offer are entitled to receive notices from the Companyin respect of general meetings in proportion as nearly as the circumstancesadmit to the number of the existing shares to which they are entitled. The offershall be made by notice specifying the number of shares offered, and limitingtime within which the offer, if not accepted, will be deemed to be declined. Afterthe expiration of the aforesaid time or on the receipt of an intimation from theperson to whom the offer is made that he declines to accept the shares offeredthe Board may dispose of those shares in a manner they think most beneficial tothe Company. The Board may likewise dispose of any new shares which (byreason of the ratio which the new shares bear to shares held by persons entitledto an offer of new shares) cannot in the opinion of the Board be convenientlyoffered in the manner herein before provided.

11. Except so far as otherwise provided by the conditions of issue or by these Bye-Laws, any capital raised by the creation of new shares shall be treated as if itformed part of the original capital of the Company and such shares shall besubject to the provisions contained in these Bye-Laws with reference to thepayment of calls and instalments, transfer and transmission, forfeiture, lien,cancellation, surrender, voting and otherwise.


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Power toincrease capital

On whatconditions newshares may beissued

When to beoffered toexisting share-holders

New shares toform part oforiginal capital

12. (A) Subject to the provisions of the Companies Act and to the provisions ofthese Bye-Laws and without prejudice to any special rights or restrictionsfor the time being allocated to any shares or any class of shares, allunissued shares shall be at the disposal of the Board and it may offer,allot (with or without conferring a right of renunciation), grant options overor otherwise dispose of them to such persons, at such times, for suchconsideration and generally on such terms as it in its absolute discretionthinks fit, but so that no shares shall be issued at a discount, providedalways that:-

(i) no shares shall be issued to transfer a controlling interest in theCompany without the prior approval of the shareholders in generalmeeting;

(ii) (subject to any direction to the contrary that may be given by theCompany in general meeting) any issue of shares for cash toshareholders holding shares of any class shall be offered to suchshareholders in proportion as nearly as may be to the number ofshares of such class then held by them and the provisions of Bye-Law 10 with such adaptations as are necessary shall apply;

(iii) any other issue of shares, the aggregate of which would exceed thelimits set out in paragraph (B) below, shall be subject to theapproval of the shareholders in general meeting; and

(iv) the rights attaching to shares of a class other than ordinary sharesshall be expressed in the resolution creating the same.

The Directors shall, as regards any offer or allotment of shares, complywith the provisions of the Companies Act, if and so far as such provisionsmay be applicable thereto.

(B) Notwithstanding Bye-Law 10 and Bye-Law 12(A) above, the Companymay by Ordinary Resolution give to the Directors a general authority,either unconditionally or subject to such conditions as may be specified inthe Ordinary Resolution, to issue shares (whether by way of rights, bonusor otherwise) where:-

(i) the aggregate number of shares to be issued pursuant to suchauthority does not exceed 50 percent (or such other limit as may beprescribed by the Designated Stock Exchange) of the issued sharecapital of the Company for the time being, of which the aggregatenumber of shares to be issued other than on a pro-rata basis toshareholders of the Company does not exceed 20 percent (or suchother limit as may be prescribed by the Designated StockExchange) of the issued share capital of the Company for the timebeing; and

(ii) unless previously revoked or varied by the Company in generalmeeting, such authority to issue shares does not continue beyondthe conclusion of the annual general meeting of the Company nextfollowing the passing of the Ordinary Resolution or the date bywhich such annual general meeting is required to be held, or theexpiration of such other period as may be prescribed by theCompanies Act, whichever is the earliest date.


68

Shares at thedisposal of theBoard

(C) Neither the Company nor the Board shall be obliged, when making orgranting any allotment of, offer of, option over or disposal of shares, tomake, or make available, any such offer, option or shares to shareholdersor others with registered addresses in any particular territory or territoriesbeing a territory or territories where, in the absence of a registrationstatement or other special formalities, this would or might, in the opinionof the Board, be unlawful or impracticable. Shareholders affected as aresult of the foregoing sentence shall not be, or be deemed to be, aseparate class of shareholders for any purpose whatsoever.

13. The Company may at any time pay a commission to any person for subscribingor agreeing to subscribe (whether absolutely or conditionally) for any shares inthe Company or procuring or agreeing to procure subscriptions (whetherabsolute or conditional) for any shares in the Company, but so that theconditions and requirements of the Companies Act shall be observed andcomplied with.

14. Except as otherwise expressly provided by these Bye-Laws or as required bylaw or as ordered by a court of competent jurisdiction, no person shall berecognised by the Company as holding any share upon any trust and, except asaforesaid, the Company shall not be bound by or be compelled in any way torecognise (even when having notice thereof) any equitable, contingent, future orpartial interest in any share or any interest in any fractional part of a share orany other right or claim to or in respect of any shares except an absolute right tothe entirety thereof of the registered holder.

15. Subject to the terms and conditions of any application for shares, the Boardshall allot shares applied for within ten (10) market days of the closing date ofany such application (or such other period as may be approved by theDesignated Stock Exchange).

16. Subject to the Companies Act and these Bye-Laws, the Board may at any timeafter the allotment of shares but before any person has been entered in theRegister as the holder, recognise a renunciation thereof by the allottee in right toeffect such renunciation upon and subject to such terms and conditions as theBoard considers fit to impose.

CALLS ON SHARES

35. No shareholder shall be entitled to receive any dividend or bonus or to bepresent and vote (save as proxy for another shareholder) at any generalmeeting, either personally, or (save as proxy for another shareholder) by proxyor by duly authorised corporate representative, or be reckoned in a quorum, orto exercise any other privilege as a shareholder until all calls or instalments duefrom him to the Company, whether alone or jointly with any other person,together with interest and expenses (if any) shall have been paid.

TRANSMISSION OF SHARES

48. In the case of the death of a shareholder, the survivor or survivors where thedeceased was a joint holder, and the legal personal representatives of thedeceased where he was a sole or only surviving holder, shall be the onlypersons recognised by the Company as having any title to his interest in theshares; but nothing herein contained shall release the estate of a deceasedholder (whether sole or joint) from any liability in respect of any share solely orjointly held by him.


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Company maypay commission

Company not torecognise trustsin respect ofshares

Share Allotment

Renunciation ofAllotment

Suspension ofprivileges whilecall unpaid

Deaths ofregisteredholder or of jointholder of shares

49. Any person becoming entitled to a share in consequence of the death orbankruptcy or winding-up of a shareholder may, upon such evidence as to histitle being produced as may from time to time be required by the Board, andsubject as hereinafter provided, elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the transfereethereof.

50. If the person becoming entitled to a share pursuant to Bye-Law 49 shall elect tobe registered himself, as the holder of such share he shall deliver or send to theCompany a notice in writing signed by him at (unless the Board otherwiseagrees) the Registration Office, stating that he so elects. If he shall elect to havehis nominee registered, he shall testify his election by executing a transfer ofsuch shares to his nominee. All the limitations, restrictions and provisions ofthese presents relating to the right to transfer and the registration of transfers ofshares shall be applicable to any such notice or transfer as aforesaid as if thedeath, bankruptcy or winding-up of the shareholder had not occurred and thenotice or transfer were a transfer executed by such shareholder.

51. A person becoming entitled to a share by reason of the death, bankruptcy orwinding-up of the holder shall be entitled to the same dividends and otheradvantages to which he would be entitled if he were the registered holder of theshare. However, the Board may, if it thinks fit, withhold the payment of anydividend payable or other advantages in respect of such share until such personshall become the registered holder of the share or shall have effectuallytransferred such share, but, subject to the requirements of Bye-Law 80 beingmet, such a person may vote at general meetings of the Company.

ALTERATION OF CAPITAL

62. (A) The Company may from time to time by Ordinary Resolution inaccordance with Section 45 of the Companies Act:-

(i) increase its capital as provided by Bye-Law 8;

(ii) consolidate or divide all or any of its share capital into shares oflarger amount than its existing shares; and on any consolidation offully paid shares into shares of larger amount, the Board may settleany difficulty which may arise as it thinks expedient and inparticular (but without prejudice to the generality of the foregoing)may as between the holders of shares to be consolidateddetermine which particular shares are to be consolidated into aconsolidated share, and if it shall happen that any person shallbecome entitled to fractions of a consolidated share or shares, suchfractions may be sold by some person appointed by the Board forthat purpose and the person so appointed may transfer the sharesso sold to the purchaser thereof and the validity of such transfershall not be questioned, and so that the net proceeds of such sale(after deduction of the expenses of such sale) may either bedistributed among the persons who would otherwise be entitled to afraction or fractions of a consolidated share or shares rateably inaccordance with their rights and interest or may be paid to theCompany for the Company’s benefit;

(iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights,privileges or conditions;


70

Registration ofpersonalrepresentativesand trustees inbankruptcy

Notice ofelection to beregistered andregistration ofnominee

Retention ofdividends, etc.until transfer ortransmission ofshares of adeceased orbankruptshareholder

Increase incapital,consolidationand division ofcapital and sub-division,cancellation ofshares and re-denominationetc.

(iv) sub-divide its shares or any of them into shares of smaller amountthan is fixed by the Memorandum of Association, subjectnevertheless to the provisions of the Companies Act, and so thatthe resolution whereby any share is subdivided may determine that,as between the holders of the shares resulting from such sub-division, one (1) or more of the shares may have any suchpreferred or other special rights over, or may have such deferredrights or be subject to any such restrictions as compared with theothers as the Company has power to attach to unissued or newshares;

(v) cancel any shares which at the date of the passing of the resolutionhave not been taken or agreed to be taken by any person, anddiminish the amount of its share capital by the amount of theshares so cancelled;

(vi) make provision for the issue and allotment of shares which do notcarry any voting rights; and

(vii) change the currency denomination of its share capital.

(B) The Company may by Special Resolution in accordance with theCompanies Act reduce its share capital, any capital redemption reservefund or any share premium account or other undistributable reserve in anymanner authorised and subject to any conditions prescribed by law.

GENERAL MEETINGS

63. (A) The Company shall in each year hold a general meeting as its annualgeneral meeting in addition to any other meeting in that year and shallspecify the meeting as such in the notice calling it; and not more thanfifteen (15) months shall elapse between the date of one annual generalmeeting of the Company and that of the next. The annual general meetingshall be held in the Relevant Territory or elsewhere as may be determinedby the Board and at such time and place as the Board shall appoint. Ameeting of the shareholders or any class thereof may be held by meansof such telephone, electronic or other communication facilities as permitall persons participating in the meeting to communicate with each othersimultaneously and instantaneously, and participation in such a meetingshall constitute presence in person at such meeting.

(B) Save where a general meeting is required by the Companies Act, aresolution in writing signed (in such manner as to indicate, expressly orimpliedly, unconditional approval) by or on behalf of all persons for thetime being entitled to receive notice of and to attend and vote at generalmeetings of the Company shall, for the purposes of these Bye-Laws, betreated as an Ordinary Resolution duly passed at a general meeting ofthe Company and, where relevant, as a Special Resolution so passed.Any such resolution shall be deemed to have been passed at a meetingheld on the date on which it was signed by the last shareholder to sign,and where the resolution states a date as being the date of his signaturethereof by any shareholder the statement shall be prima facie evidencethat it was signed by him on that date. Such a resolution may consist ofseveral documents in the like form, each signed by one (1) or morerelevant shareholders.


71

When annualgeneral meetingto be held

WrittenResolutions ofShareholders

Reduction ofcapital

64. All general meetings other than annual general meetings shall be called specialgeneral meetings.

65. The Board may, whenever it thinks fit, convene a special general meeting, andspecial general meetings shall also be convened on requisition, as provided bythe Companies Act, and, in default, may be convened by the requisitionists asprovided by the Act.

66. An annual general meeting and a meeting called for the passing of a SpecialResolution shall be called by at least twenty-one (21) clear days’ notice inwriting, and a meeting of the Company other than an annual general meeting ora meeting for the passing of a Special Resolution shall be called by at leastfourteen (14) clear days notice in writing, to be given by advertisement in theNewspapers and in writing to the Designated Stock Exchange. The notice shallbe given in clear days, and shall specify the place, the day and the hour ofmeeting and, in case of special business, must be accompanied by a statementregarding the general nature of that business and the effect of any proposedresolution in respect of such special business, the general nature of thatbusiness, and shall be given, in the manner hereinafter mentioned or in suchother manner, if any, as may be prescribed by the Company in general meeting,to such persons as are, under these Bye-Laws, entitled to receive such noticesfrom the Company, provided that, subject to the provisions of the CompaniesAct, a meeting of the Company shall notwithstanding that it is called by shorternotice than that specified in this Bye-Law be deemed to have been duly called ifit is so agreed: -

(i) in the case of a meeting called as the annual general meeting, byall the shareholders entitled to attend and vote thereat; and

(ii) in the case of any other meeting, by a majority in number of theshareholders having a right to attend and vote at the meeting, beinga majority together holding not less than ninety-five per cent (95%)in nominal value of the shares giving that right.

67 (A) The accidental omission to give any notice to, or the non-receipt of anynotice by, any person entitled to receive notice shall not invalidate anyresolution passed or any proceedings at any such meeting.

(B) In the case where instruments of proxy are sent out with any notice, the accidental omission to send such instrument of proxy to, or thenon-receipt of such instrument of proxy by, any person entitled to receivenotice of the relevant meeting shall not invalidate any resolution passed orany proceeding at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS

68. All business shall be deemed special that is transacted at a special generalmeeting, and also all business that is transacted at an annual general meetingwith the exception of sanctioning dividends, the reading, considering andadopting of the accounts and balance sheet and the reports of the Directors andAuditors and other documents required to be annexed to the balance sheet, theelection of Directors and appointment of Auditors and other officers in the placeof those retiring, the fixing of the remuneration of the Auditors, and the voting of ordinary or extra or special remuneration to the Directors.


72

Special general meeting

Convening of special general meeting

Notice of meetings

Omission to give notice

Specialbusiness,business ofannual generalmeeting

69. For all purposes the quorum for a general meeting shall be two (2) shareholderspresent in person or by a duly authorised corporate representative or by proxyand entitled to vote. No business shall be transacted at any general meetingunless the requisite quorum shall be present at the commencement of themeeting.

70. If within fifteen (15) minutes from the time appointed for the meeting a quorum isnot present, the meeting, if convened upon the requisition of shareholders, shallbe dissolved, but in any other case it shall stand adjourned to the same day inthe next week and at such time and place as shall be decided by the Board. Atthe adjourned meeting, any [one] (1) or more shareholders present in person orby a duly authorised corporate representative or by proxy shall be a quorum.

71. The Chairman (if any) of the Board or, if he is absent or declines to take thechair at such meeting, the Deputy Chairman (if any) shall take the chair at everygeneral meeting, or, if there be no such Chairman or Deputy Chairman, or, if atany general meeting neither of such Chairman or Deputy Chairman is presentwithin fifteen (15) minutes after the time appointed for holding such meeting, orboth such persons decline to take the chair at such meeting, the Directorspresent shall choose one of their number as Chairman, and if no Director bepresent or if all the Directors present decline to take the chair or if the Chairmanchosen shall retire from the chair, then the shareholders present shall chooseone (1) of their number to be Chairman.

72. The Chairman may, with the consent of any general meeting at which a quorumis present, and shall, if so directed by the meeting, adjourn any meeting fromtime to time and from place to place as the meeting shall determine. Whenevera meeting is adjourned for fourteen (14) days or more, at least seven (7) cleardays’ notice, specifying the place, the day and the hour of the adjournedmeeting shall be given in the same manner as in the case of an original meetingbut it shall not be necessary to specify in such notice the nature of the businessto be transacted at the adjourned meeting. Save as aforesaid, no shareholdershall be entitled to any notice of an adjournment or of the business to betransacted at an adjourned meeting. No business shall be transacted at anadjourned meeting other than the business which might have been transacted atthe meeting from which the adjournment took place.

73. At any general meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a poll is (before or on the declaration of theresult of the show of hands or on the withdrawal of any other demand for a poll)demanded:-

(i) by the Chairman of the meeting; or

(ii) by at least three (3) shareholders present in person or by a dulyauthorised corporate representative or by proxy for the time beingentitled to vote at the meeting; or

(iii) by any shareholder or shareholders present in person or by a dulyauthorised corporate representative or by proxy and representingnot less than one-tenth (1/10) of the total voting rights of all theshareholders having the right to vote at the meeting; or


73

Quorum

When if quorumnot presentmeeting to bedissolved andwhen to be adjourned

Chairman of general meeting

Power to adjourn general meeting,business ofadjourned meeting

(iv) by any shareholder or shareholders present in person or by a dulyauthorised corporate representative or by proxy and holding sharesin the Company conferring a right to vote at the meeting beingshares on which an aggregate sum has been paid up equal to notless than one-tenth (1/10) of the total sum paid up on all the sharesconferring that right.

Unless a poll be so demanded and the demand is not withdrawn, a declarationby the Chairman that a resolution has on a show of hands been carried orcarried unanimously, or by a particular majority, or lost, and an entry to thateffect in the book containing the minutes of the proceedings of the Companyshall be conclusive evidence of the fact without proof of the number orproportion of the votes recorded in favour or against such resolution.

74. If a poll is demanded as aforesaid, it shall (subject as provided in Bye-Law 76)be taken in such manner (including the use of ballot or voting papers or tickets)and at such time and place, not being more than thirty (30) days from the dateof the meeting or adjourned meeting at which the poll was demanded, as theChairman directs. No notice need be given of a poll not taken immediately. Theresult of the poll shall be deemed to be the resolution of the meeting at whichthe poll was demanded. The demand for a poll may be withdrawn, with theconsent of the Chairman, at any time before the close of the meeting at whichthe poll was demanded or the taking of the poll, whichever is the earlier.

75. Any poll duly demanded on the election of a Chairman of a meeting or on anyquestion of adjournment shall be taken at the meeting and without adjournment.

76. In the case of an equality of votes, whether on a show of hands or on a poll, theChairman of the meeting at which the show of hands takes place or at which thepoll is demanded, shall be entitled to a second or casting vote. In case of anydispute as to the admission or rejection of any vote the Chairman shalldetermine the same, and such determination shall be final and conclusive.

77. The demand for a poll shall not prevent the continuance of a meeting for thetransaction of any business other than the question on which a poll has beendemanded.

78. For the purposes of section 106 of the Companies Act, a Special Resolution ofthe Company, and of any relevant class of shareholders, shall be required toapprove any amalgamation agreement as referred to in that section.

VOTES OF SHAREHOLDERS

79. Subject to any special rights, privileges or restrictions as to voting for the timebeing attached to any class or classes of shares, at any general meeting on ashow of hands every shareholder who is present in person or by a dulyauthorised corporate representative or by proxy shall have one (1) vote and on apoll every shareholder present in person or by a duly authorised corporaterepresentative or by proxy, shall have one (1) vote, for every share of which he isthe holder which is fully paid up or credited as fully paid up (but so that noamount paid up or credited as paid up on a share in advance of calls orinstalments shall be treated for the purposes of this Bye-Law as paid up on theshare). On a poll a shareholder entitled to more than one (1) vote need not useall his votes or cast his votes in the same way.


74

What is to beevidence of thepassing of aresolution wherepoll notdemanded

Poll

In what case poll takenwithoutadjournment

Chairman tohave castingvote

Business mayproceednotwithstandingdemand for poll

Approval ofamalgamationagreement

Votes of share-holders

80. Any person entitled under Bye-Law 49 to be registered as the holder of anyshares may vote at any general meeting in respect thereof in the same manneras if he were the registered holder of such shares, provided that at least forty-eight (48) hours before the time of the holding of the meeting or adjournedmeeting (as the case may be) at which he proposes to vote, he shall satisfy theBoard of his right to be registered as the holder of such shares or the Boardshall have previously admitted his right to vote at such meeting in respectthereof.

81. Where there are joint registered holders of any share, any one (1) of suchpersons may vote at any meeting, either personally or by proxy, in respect ofsuch share as if he were solely entitled thereto; but if more than one (1) of suchjoint holders be present at any meeting personally or by proxy, that one (1) ofthe said persons so present whose name stands first on the register in respectof such share shall alone be entitled to vote in respect thereof. Severalexecutors or administrators of a deceased shareholder in whose name anyshare stands shall for the purposes of this Bye-Law be deemed joint holdersthereof.

82. A shareholder of unsound mind or in respect of whom an order has been madeby any court having jurisdiction in lunacy may vote, whether on a show of handsor on a poll, by his committee, receiver, curator bonis or other person in thenature of a committee, receiver or curator bonis appointed by that court, and anysuch committee, receiver, curator bonis or other person may on a poll vote byproxy. Evidence to the satisfaction of the Board of the authority of the personclaiming to exercise the right to vote shall be delivered to such place or one ofsuch places (if any) as is specified in accordance with these Bye-Laws for thedeposit of instruments of proxy or, if no place is specified, at the RegistrationOffice.

83. (A) Save as expressly provided in these Bye-Laws, no person other than ashareholder duly registered and who shall have paid everything for thetime being due from him payable to the Company in respect of his sharesshall be entitled to be present or to vote (save as proxy for anothershareholder) either personally or by proxy or to be reckoned in a quorum(save as proxy for another shareholder), at any general meeting.

(B) No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered, and every vote not disallowed at such meeting shall be valid forall purposes. Any such objection made in due time shall be referred to theChairman, whose decision shall be final and conclusive.

PROXIES AND CORPORATE REPRESENTATIVES

84. Any shareholder of the Company entitled to attend and vote at a meeting of theCompany or a meeting of the holders of any class of shares in the Companyshall be entitled to appoint another person as his proxy to attend and voteinstead of him. Votes may be given either personally or by a duly authorisedcorporate representative or by proxy. A shareholder who is the holder of two (2)or more shares may appoint not more than two (2) proxies to attend on thesame occasion. A proxy need not be a shareholder. In addition, a proxy orproxies representing either an individual shareholder or a shareholder which is acorporation, shall be entitled to exercise the same powers on behalf of theshareholder which he or they represent as such shareholder could exerciseincluding the right to vote individually on a show of hands.


75

Votes in respectof deceasedand bankruptshare-holders

Joint holders

Votes ofshareholder ofunsound mind

Qualification forvoting

Objections tovotes

Proxies

85. Provided that if the shareholder is the Depository:-

(A) notwithstanding Bye-Law 84, the Depository may appoint more than two(2) proxies to attend and vote at the same general meeting and eachproxy shall be entitled to exercise the same powers on behalf of theDepository as the Depository could exercise, including, notwithstandingBye-Law 79, the right to vote individually on a show of hands;

(B) the Company shall be entitled and bound:-

(i) to reject any instrument of proxy lodged if the proxy first named inthat instrument, being the Depositor, is not shown, in the records ofthe Depository as at a time not earlier than forty-eight (48) hoursprior to the time of the relevant general meeting supplied by theDepository to the Company, to have any shares credited to asecurities account;

(ii) to accept as the maximum number of votes which in aggregate allthe proxies appointed by the Depository in respect of a particularDepositor are able to cast on a poll a number which is the numberof shares credited to the securities account of that Depositor, asshown in the records of the Depository as at a time not earlier thanforty-eight (48) hours prior to the time of the relevant generalmeeting supplied by the Depository to the Company, whether thatnumber is greater or smaller than the number specified in anyinstrument of proxy executed by or on behalf of the Depository; and

(iii) the Company shall accept as valid in all respects the form of proxyapproved by the Depository (the “CDP Proxy Form”) for use at thedate relevant to the general meeting in question notwithstandingthat the same permits the Depositor concerned to nominate aperson or persons other than himself as the proxy or proxiesappointed by the Depository. The Company shall be entitled andbound, in determining rights to vote and other matters in respect ofa completed CDP Proxy Form submitted to it, to have regard to theinstructions given by and the notes (if any) set out in the CDPProxy Form.

86. (A) Any corporation which is a shareholder may by resolution of its directorsor other governing body authorise such person as it thinks fit to act as itscorporate representative at any meeting of the Company or any class ofshareholders. The person so authorised shall be entitled to exercise thesame powers on behalf of such corporation which he represents as thecorporation could exercise if it were an individual shareholder. Referencesin these Bye-Laws to a shareholder present in person at a meeting shall,unless the context otherwise requires, include a corporation which is ashareholder represented at the meeting by such duly authorised corporaterepresentative or by one (1) or more proxies. Nothing contained in thisBye-Law shall prevent a corporation which is a shareholder of theCompany from appointing one or more proxies to represent it subject toBye-Law 84.


76

Where theshareholder isthe Depository

CorporateRepresentatives

(B) To the extent permitted by the Companies Act; where a shareholder is theDepository (or its nominee, in each case, being a corporation), it mayauthorise such, persons as it thinks fit to act as its representatives at anymeeting of the Company or at any meeting of any class of shareholderprovided that the authorisation shall specify the number and class ofshares in respect of which each such representative is so authorised.Each person so authorised under the provisions of this Bye-Law shall beentitled to exercise the same rights and powers as if such person was theregistered holder of the shares of the Company held by the Depository (orits nominee).

(C) Any reference in these Bye-Laws to a duly authorised corporaterepresentative of a shareholder being a corporation shall mean acorporate representative authorised under the provisions of this Bye-Law.

87. The instrument appointing a proxy shall be in writing under the hand of theappointor or of his attorney duly authorised in writing, or if the appointor is acorporation, either under seal or under the hand of an officer or attorney dulyauthorised or, in the case of the Depository, signed by its duly authorised officerby some method or system of mechanical signature as the Depository maydeem appropriate.

88. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed on behalf of the appointor (which shall,for this purpose, include a Depositor) or a notarially certified copy of that poweror authority shall be deposited at such place or one (1) of such places (if any) asis specified in the notice of meeting or in the instrument of proxy issued by theCompany (or, if no place is specified, at the Registration Office) not less thanforty-eight (48) hours before the time for holding the meeting or adjournedmeeting or poll (as the case may be) at which the person named in suchinstrument proposes to vote, and in default the instrument of proxy shall not betreated as valid or, in the case of a poll taken subsequently to the date of ameeting or adjourned meeting not less than twenty four (24) hours before thetime appointed for the taking of the poll and in default of the instrument of proxyshall not be treated as valid. No instrument appointing a proxy shall be validafter the expiration of twelve (12) months from the date of its execution, exceptat an adjourned meeting or on a poll demanded at a meeting or an adjournedmeeting in a case where the meeting was originally held within twelve (12)months from such date. Delivery of an instrument appointing a proxy shall notpreclude a shareholder from attending and voting in person at the meeting orupon the poll concerned and, in such event, the instrument appointing a proxyshall be deemed to be revoked.

89. Every instrument of proxy, whether for a specified meeting or otherwise, shall bein any usual or common forms (including any form approved from time to timeby the Depository) or in such other form as the Board may from time to timeapprove.


77

Instrumentappointing proxyto be in writing

Appointment ofproxy must bedeposited

Form of proxy

90. The instrument appointing a proxy to vote at a general meeting shall: (i) bedeemed to confer authority upon the proxy to demand or join in demanding apoll and to vote on any resolution (or amendment thereto) put to the meeting forwhich it is given as the proxy thinks fit. Provided that any form issued to ashareholder for use by him for appointing a proxy to attend and vote at a specialgeneral meeting or at an annual general meeting at which any business is to betransacted shall be such as to enable the shareholder, according to hisintentions, to instruct the proxy to vote in favour of or against (or, in default ofinstructions, to exercise his discretion in respect of) each resolution dealing withany such business; and (ii) unless the contrary is stated therein, be valid as wellfor any adjournment of the meeting as for the meeting to which it relates.

91. A vote given in accordance with the terms of an instrument of proxy or power ofattorney or by the duly authorised corporate representative of a corporation shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the proxy or power of attorney or other authority under which theproxy was executed or the transfer of the share in respect of which the proxy isgiven, provided that no intimation in writing of such death, insanity, revocation ortransfer as aforesaid shall have been received by the Company at itsRegistration Office, or at such other place as is referred to in Bye-Law 88, atleast two (2) hours before the commencement of the meeting or adjournedmeeting at which the proxy is used.

92. In any case where a form of proxy appoints more than one (1) proxy (includingthe case where such appointment results from a nomination by the Depository),the proportion of the shareholding concerned to be represented by each proxyshall be specified in the form of proxy.

APPOINTMENT AND RETIREMENT OF DIRECTORS

104. At each annual general meeting one-third (1/3) of the Directors for the timebeing, or, if their number is not three (3) or a multiple of three (3), then thenumber nearest one-third (1/3) but not less than one-third (1/3) shall retire fromoffice by rotation provided that the Managing Director of the Company shall not,whilst holding such office be subject to retirement by rotation or be taken intoaccount in determining the number of Directors to retire in each year. TheDirectors to retire in every year will be those who have been longest in officesince their last election but as between persons who became Directors on thesame day those to retire shall (unless they otherwise agree betweenthemselves) be determined by lot. Subject to the Statues, a retiring Director shallbe eligible for re-election at the meeting at which he retires.

105. If at any general meeting at which an election of Directors ought to take placethe places of the retiring Directors are not filled, the retiring Directors or such ofthem as have not had their places filled shall be deemed to have been re-elected and shall, if willing, continue in office until the next annual generalmeeting and so on from year to year until their places are filled, unless:-

(i) it shall be determined at such meeting to reduce the number ofDirectors; or

(ii) it is expressly resolved at such meeting not to fill up such vacatedoffices; or


78

Authority underinstrumentappointing proxy

When vote byproxy validthough authorityrevoked

Proportion ofshareholding onproxy

Rotation andretirement ofDirectors

RetiringDirectors toremain in officeuntil successorsappointed

(iii) in any such case the resolution for re-election of a Director is put tothe meeting and lost; or

(iv) such Director has given notice in writing to the Company that he isnot willing to be re-elected.

106. The Company in general meeting shall from time to time fix and may from timeto time by Ordinary Resolution increase or reduce the maximum and minimumnumber of Directors but so that the number of Directors shall never be less thantwo (2).

107. (A) The Company may from time to time in general meeting by OrdinaryResolution elect any person to be a Director either to fill a casual vacancyor as an addition to the Board. Any Director so appointed shall hold officeonly until the next following annual general meeting of the Company andshall then be eligible for re-election at the meeting but shall not be takeninto account in determining the Directors or the number of Directors whoare to retire by rotation at such meeting.

(B) The Board shall have power from time to time and at any time to appointany person as a Director either to fill a casual vacancy or as an additionto the Board but so that the number of Directors so appointed shall notexceed the maximum number determined from time to time by theshareholders in general meeting. Any Director so appointed shall holdoffice only until the next following annual general meeting of the Companyand shall then be eligible for re-election at the meeting but shall not betaken into account in determining the Directors or the number of Directorswho are to retire by rotation at such meeting.

108. No person, other than a retiring Director, shall, unless recommended by theBoard for election, be eligible for election to the office of Director at any generalmeeting, unless notice in writing signed by a shareholder (other than the personto be proposed) duly qualified to attend and vote at the meeting for which suchnotice is given of the intention to nominate that person for election as a Directorand notice in writing duly signed by the nominee, of his willingness to be electedand signifying his candidature for office shall have been lodged at the HeadOffice or at the Registration Office at least eleven (11) clear days before thedate of the general meeting. Provided that in the case of a personrecommended by the Directors for election, nine (9) clear days’ notice only shallbe necessary, and notice of each and every candidate for election to the Boardshall be served on the shareholders at least seven (7) days prior to the meetingat which the election is to take place.

109. The Company may by Ordinary Resolution remove any Director (including aManaging Director or other Executive Director) before the expiration of hisperiod of office notwithstanding anything in these Bye-Laws or in any agreementbetween the Company and such Director (but without prejudice to any claimwhich such Director may have for damages for any breach of any contractbetween him and the Company) and may elect another person in his stead. Anyperson so elected shall hold office only until the next following annual generalmeeting of the Company and shall then be eligible for re-election at suchmeeting, but shall not be taken into account in determining the Directors whoare to retire by rotation at such meeting.


79

Power ofgeneral meetingto increase orreduce numberof Directors

Appointment ofDirectors

Notice ofproposedDirector to begiven

Power toremove Directorby OrdinaryResolution

CAPITALISATION OF RESERVES

145. (A) The Company in general meeting may, upon the recommendation of theBoard, resolve to capitalise any part of the Company’s reserves (includingany contributed surplus account and also including any share premiumaccount or other undistributable reserve, but subject to the provisions ofthe law with regard to unrealised profits) or undivided profits not requiredfor the payment or provision of the dividend on any shares with apreferential right to dividend, and accordingly that such part be sub-divided amongst the shareholders who would have been entitled thereto ifdistributed by way of dividend and in the same proportions, on conditionthat the same be not paid in cash but be applied either in or towardspaying up any amounts for the time being unpaid on any shares held bysuch shareholders respectively or paying up in full unissued shares ordebentures or other securities of the Company to be allotted anddistributed credited as fully paid to and amongst such shareholders in theproportion aforesaid, or partly in one way and partly in the other providedthat for the purpose of this Bye-Law, any amount standing to the credit ofany share premium account may only be applied in the paying up ofunissued shares to be issued to shareholders of the Company as fullypaid and provided further that any sum standing to the credit of the sharepremium account may only be applied in crediting as fully paid shares ofthe same class as that from which the relevant share premium wasderived.

(B) Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the reserves orundivided profits resolved to be capitalised thereby, and all allotments andissues of fully paid shares, debentures, or other securities and generallyshall do all acts and things required to give effect thereto. For the purposeof giving effect to any resolution under this Bye-Law, the Board may settleany difficulty which may arise in regard to a capitalisation issue as itthinks fit, and in particular may disregard fractional entitlements or roundthe same up or down and may determine that cash payments shall bemade to any shareholders in lieu of fractional entitlements or that fractionsof such value as the Board may determine may be disregarded in order toadjust the rights of all parties or that fractional entitlements shall beaggregated and sold and the benefit shall accrue to the Company ratherthan to the shareholders concerned. The Board may appoint any personto sign on behalf of the persons entitled to share in a capitalisation issuea contract for allotment and such appointment shall be effective andbinding upon all concerned, and the contract may provide for theacceptance by such persons of the shares, debentures or other securitiesto be allotted and distributed to them respectively in satisfaction of theirclaims in respect of the sum so capitalised.

DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES

146. The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.


80

Power tocapitalise

Effect ofresolution tocapitalise

Power todeclaredividends

147. (A) The Board may subject to Bye-Law 148 from time to time pay to theshareholders such interim dividends as appear to the Board to be justifiedby the position of the Company and, in particular (but without prejudice tothe generality of the foregoing), if at any time the share capital of theCompany is divided into different classes, the Board may pay such interimdividends in respect of those shares in the capital of the Company whichconfer to the holders thereof deferred or non-preferential rights as well asin respect of those shares which confer on the holders thereof preferentialrights with regard to dividend and provided that the Board acts bona fidethe Board shall not incur any responsibility to the, holders of sharesconferring any preference for any damage that they may suffer by reasonof the payment of an interim dividend on any shares having deferred ornon-preferential rights.

(B) The Board may also pay half-yearly or at other suitable intervals to besettled by it any dividend which may be payable at a fixed rate if theBoard is of the opinion that the profits justify the payment.

148. (A) No dividend shall be declared or paid and no distribution of contributedsurplus made otherwise than in accordance with the Statutes. No dividendshall be paid otherwise than out of funds available for distribution.

(B) Subject to the provisions of the Companies Act (but without prejudice toparagraph (A) of this Bye-Law), where any asset, business or property isbought by the Company as from a past date (whether such date be beforeor after the incorporation of the Company) the profits and losses thereofas from such date may at the discretion of the Directors in whole or inpart be carried to revenue account and treated for all purposes as profitsor losses of the Company, and be available for dividend accordingly.Subject as aforesaid, if any shares or securities are purchased cumdividend or interest, such dividend or interest may at the discretion of theBoard be treated as revenue, and it shall not be obligatory to capitalisethe same or any part thereof.

(C) Subject to Bye-Law 148 (D) all dividends and other distributions in respectof shares in the Company shall be stated and discharged in Singaporedollars, in the case of shares denominated in Singapore dollars, providedthat, the Board may determine in the case of any distribution thatshareholders may elect to receive the same in any other currencyselected by the Board, conversion to be effected at such rate of exchangeas the Board may determine.

(D) If, in the opinion of the Board, any dividend or other distribution in respectof shares or any other payment to be made by the Company to anyshareholder is of such a small amount as to make payment to thatshareholder in the relevant currency impracticable or unduly expensiveeither for the Company or the shareholder then such dividend or otherdistribution or other payment may, at the discretion of the Board, be paidor made in the currency of the country of the relevant shareholder (as indicated by the address of such shareholder on the register).


81

Board’s powerto pay interimdividends

Dividend not tobe paid out ofcapital/Distribution of contributedsurplus

149. Notice of the declaration of an interim dividend shall be given by advertisementin the Relevant Territory and in such other territory or territories as the Boardmay determine and in such manner as the Board shall determine.

150. No dividend or other moneys payable on or in respect of a share shall bearinterest as against the Company.

151. Whenever the Board or the Company in general meeting has resolved that adividend be paid or declared, the Board may further resolve that such dividendbe satisfied wholly or in part by the distribution of specific assets of any kind andin particular of paid up shares, debentures or warrants to subscribe for securitiesof the Company or any other company, or in any one or more of such ways, withor without offering any rights to shareholders to elect to receive such dividend incash, and where any difficulty arises in regard to the distribution the Board maysettle the same as it thinks expedient, and in particular may disregard fractionalentitlements or round the same up or down, and may fix the value for distributionof such specific assets, or any part thereof, and may determine that cashpayments shall be made to any shareholders upon the footing of the value sofixed in order to adjust the rights of all parties and may determine that fractionalentitlements shall be aggregated and sold and the benefit shall accrue to theCompany rather than to the shareholders concerned, and may vest any suchspecific assets in trustees as may seem expedient to the Board and mayappoint any person to sign any requisite instruments of transfer and otherdocuments on behalf of the persons entitled to the dividend and suchappointment shall be effective. Where requisite, the Board may appoint anyperson to sign a contract on behalf of the persons entitled to the dividend andsuch appointment shall be effective. The Board may resolve that no such assetsshall be made available or paid to shareholders with registered addresses in anyparticular territory or territories being a territory or territories where, in theabsence of a registration statement or other special formalities, this would ormight, in the opinion of the Board, be unlawful or impracticable and in suchevent the only entitlement of the shareholders aforesaid shall be to receive cashpayments as aforesaid. Shareholders affected as a result of the foregoingsentence shall not be or be deemed to be a separate class of shareholders forany purpose whatsoever.

152. (A) Whenever the Board or the Company in general meeting has resolvedthat a dividend be paid or declared on the share capital of the Company,the Board may further resolve:-

either

(i) that such dividend be satisfied wholly or in part in the form of anallotment of shares credited as fully paid up on the basis that theshares so allotted shall be of the same class or classes as theclass or classes already held by the allottee, provided that theshareholders entitled there to will be entitled to elect to receivesuch dividend (or part thereof) in cash in lieu of such allotment. Insuch case, the following provisions shall apply:-

(a) the basis of any such allotment shall be determined by theBoard;


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Notice of interimdividend

No interest ondividend

Dividend inspecie

Scrip dividends

(b) the Board, after determining the basis of allotment, shall givenot less than two (2) weeks’ notice in writing to theshareholders of the right of election accorded to them andshall send with such notice forms of election and specify theprocedure to be followed and the place at which and thelatest date and time by which duly completed forms ofelection must be lodged in order to be effective;

(c) the right of election may be exercised in respect of the wholeor part of that portion of the dividend in respect of which theright of election has been accorded; and

(d) the dividend (or that part of the dividend to be satisfied bythe allotment of shares as aforesaid) shall not be payable incash on shares in respect whereof the cash election has notbeen duly exercised (the non-elected shares”) and in lieu andin satisfaction thereof shares shall be allotted credited as fullypaid up to the holders of the non-elected shares on the basisof allotment determined as aforesaid and for such purposethe Board shall capitalise and apply out of any part of theundivided profits of the Company or any part of any of theCompany’s reserve accounts (including any special account,contributed surplus account, share premium account andcapital redemption reserve fund (if there be any suchreserve)) as the Board may determine a sum equal to theaggregate nominal amount of the shares to be allotted onsuch basis and apply the same in paying up in full theappropriate number of shares for allotment and distribution toand amongst the holders of the non-elected shares on suchbasis.

or

(ii) that shareholders entitled to such dividend will be entitled to elect toreceive an allotment of shares credited as fully paid up in lieu of thewhole or such part of the dividend as the Directors may think fit onthe basis that the shares so allotted shall be of the same class orclasses as the class or classes of shares already held by theallottee. In such case, the following provisions shall apply:-

(a) the basis of any such allotment shall be determined by theBoard;

(b) the Board, after determining the basis of allotment, shall givenot less than two (2) weeks’ notice in writing to theshareholder of the right of election accorded to them andshall send with such notice forms of election and specify theprocedure to be followed and the place at which and thelatest date and time by which duly completed forms ofelection must be lodged in order to be effective;

(c) the right of election may be exercised in respect of the wholeor part of that portion of the dividend in respect of which theright of election has been accorded; and


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(d) the dividend (or that part of the dividend in respect of which aright of election has been accorded) shall not be payable onshares in respect whereof the share election has been dulyexercised (“the elected shares”) and in lieu thereof sharesshall be allotted credited as fully paid up to the holders of theelected shares on the basis of allotment determined asaforesaid and for such purpose the Board shall capitalise andapply out of any part of the undivided profits of the Companyor any part of any of the Company’s reserve accounts(including any special account, contributed surplus account,share premium account and capital redemption reserve fund(if there be any such reserve)) as the Board may determine asum equal to the aggregate nominal amount of the shares tobe allotted on such basis and apply the same in paying up infull the appropriate number of shares for allotment anddistribution to and amongst the holders of the elected shareson such basis.

(B) The shares allotted pursuant to the provisions of paragraph (A) of thisBye-Law shall rank pari passu in all respects with the shares then in issuesave only as regards participation:-

(i) in the relevant dividend (or the right to receive or to elect to receivean allotment of shares in lieu thereof as aforesaid); or

(ii) in any other distributions, bonuses or rights paid, made, declared orannounced prior to or contemporaneously with the payment ordeclaration of the relevant dividend.

Unless, contemporaneously with the announcement by the Board of itsproposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph(A) of this Bye-Law in relation to the relevant dividend orcontemporaneously with its announcement of the distribution, bonus orrights in question, the Board shall specify that the shares to be allottedpursuant to the provisions of paragraph (A) of this Bye-Law shall rank forparticipation in such distribution, bonus or rights.

(C) The Board may do all acts and things considered necessary or expedientto give effect to any capitalisation pursuant to the provisions of paragraph(A) of this Bye-Law with full power to the Board to make such provisionsas they think fit in the case of shares becoming distributable in fractions(including provisions whereby, in whole or in part, fractional entitlementsare aggregated and sold and the net proceeds distributed to thoseentitled, or are disregarded or rounded up or down or whereby the benefitof fractional entitlements accrues to the Company rather than to theshareholders concerned). The Board may authorise any person to enterinto on behalf of all shareholders interested an agreement with theCompany providing for such capitalisation and matters incidental theretoand any agreement made pursuant to such authority shall be effectiveand binding on all concerned.

(D) The Company may upon the recommendation of the Board by SpecialResolution resolve in respect of any one particular dividend of theCompany that notwithstanding the provisions of paragraph (A) of this Bye-Law a dividend may be satisfied wholly in the form of an allotment ofshares credited as fully paid up without offering any right to shareholdersto elect to receive such dividend in cash in lieu of such allotment.


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(E) The Board may on any occasion determine that rights of election and theallotment of shares under paragraph (A) of this Bye-Law shall not bemade available or made to any shareholders with registered addresses inany territory where in the absence of a registration statement or otherspecial formalities the circulation of an offer of such rights of election orthe allotment of shares would or might be unlawful, and in such event theprovisions aforesaid shall be read and construed subject to suchdetermination.

153. The Board may, before recommending any dividend, set aside out of the profitsof the Company such sums as it thinks fit as a reserve or reserves which shall,at the discretion of the Board, be applicable for meeting claims on or liabilities ofthe Company or contingencies or for paying off any loan capital or for equalisingdividends or for any other purpose to which the profits of the Company may beproperly applied, and pending such application may, at the like discretion, eitherbe employed in the business of the Company or be invested in suchinvestments(other than shares of the Company) as the Board may from time totime think fit, and so that it shall not be necessary to keep any investmentsconstituting the reserve or reserves separate or distinct from any otherinvestments of the Company. The Board may also without placing the same toreserve carry forward any profits which it may think prudent not to distribute byway of dividend.

154. Unless and to the extent that the rights attached to any shares or the terms ofissue thereof otherwise provide, all dividends shall (as regards any shares notfully paid throughout the period in respect of which the dividend is paid) beapportioned and paid pro rata according to the amounts paid or credited as paidup on the shares during any portion or portions of the period in respect of whichthe dividend is paid. For the purposes of this Bye-Law no amount paid on ashare in advance of calls shall be treated as paid on the share.

155. (A) The Board may retain any dividends or other moneys payable on or inrespect of a share upon which the Company has a lien, and may applythe same in or towards satisfaction of the debts, liabilities or engagementsin respect of which the lien exists.

(B) The Board may deduct from any dividend or bonus payable to anyshareholder all sums of money (if any) presently payable by him to theCompany on account of calls, instalments or otherwise.

156. Any general meeting sanctioning a dividend may make a call on theshareholders of such amount as the meeting fixes, but so that the call on eachshareholder shall not exceed the dividend payable to him, and so that the callshall be made payable at the same time as the dividend, and the dividend may,if so arranged between the Company and the shareholder, be set off against thecall.

157. A transfer of shares shall not pass the right to any dividend or bonus declaredthereon before the registration of the transfer.

158. If two (2) or more persons are registered as joint holders of any share, any oneof such persons may give effectual receipts for any dividends, interim dividendsor bonuses and other moneys payable in respect of such shares.


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Reserves

Dividends to bepaid inproportion topaid up capital

Retention ofdividends etc.

Deduction ofdebts

Dividend andcall together

Effect of transfer

Receipt fordividends byjoint holders ofshare

159. Unless otherwise directed by the Board, any dividend or bonus may be paid bycheque or warrant sent through the post to the registered address of theshareholder entitled, or, in case of joint holders, to the registered address of thejoint holder whose name stands first in the register in respect of the joint holdingor to such person and to such address as the holder or joint holders may inwriting direct. Every cheque or warrant so sent shall be made payable to theorder of the person to whom it is sent, and the payment of any such cheque orwarrant shall operate as a good discharge to the Company in respect of thedividend and/or bonus represented thereby, notwithstanding that it maysubsequently appear that the same has been stolen or that any endorsement thereon has been forged.

160. All dividends or bonuses unclaimed for one (1) year after having been declaredmay be invested or otherwise made use of by the Board for the benefit of theCompany until claimed and the Company shall not be constituted a trustee inrespect thereof. All dividends or bonuses unclaimed for six (6) years after havingbeen declared may be forfeited by the Board and shall revert to the Company.

161. Any resolution declaring a dividend on shares of any class, whether a resolutionof the Company in general meeting or a resolution of the Directors, may specifythat the same shall be payable or made to the persons registered as the holderof such shares at the close of business on a particular date, notwithstanding thatit may be a date prior to that on which the resolution is passed, and thereuponthe dividend or other distribution shall be payable or made to them inaccordance with their respective holdings so registered, but without prejudice tothe rights inter se in respect of such dividend or other distribution between thetransferors and transferees of any such shares. The provisions of this Bye-Lawshall mutatis mutandis apply to bonuses, capitalisation issues, distributions ofrealised capital profits or offers or grants made by the Company to theshareholders.

DISTRIBUTION OF REALISED CAPITAL PROFITS

162. The Company in general meeting may at any time and from time to time resolvethat any surplus moneys in the hands of the Company representing capitalprofits arising from moneys received or recovered in respect of or arising fromthe realisation of any capital assets of the Company or any investmentsrepresenting the same and not required for the payment or provision of any fixedpreferential dividend instead of being applied in the purchase of any othercapital assets or for other capital purposes be distributed amongst the ordinaryshareholders on the footing that they receive the same as capital and in theshares and proportions in which they would have been entitled to receive thesame if it had been distributed by way of dividend, provided that no such profitsas aforesaid shall be so distributed unless there shall remain in the hands of theCompany a sufficiency of other assets to answer in full the whole of the liabilitiesand paid-up share capital of the Company for the time being.


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Payment by post

Unclaimeddividend

Record dates

Distribution ofrealised capitalprofits

WINDING-UP

179. A resolution that the Company be wound up by the Court or be wound upvoluntarily shall be a Special Resolution.

180. If the Company shall be wound up, the surplus assets remaining after paymentto all creditors shall be divided among the shareholders in proportion to thecapital paid up on the shares held by them respectively, and if such surplusassets shall be insufficient to repay the whole of the paid up capital, they shallbe distributed subject to the rights of any shares which may be issued onspecial terms and conditions, so that, as nearly as may be, the losses shall beborne by the shareholders in proportion to the capital paid up on the shares heldby them respectively.

181. (A) If the Company shall be wound up (whether the liquidation is voluntary orordered by the Court) the liquidator may, with the sanction of a SpecialResolution, divide among the shareholders in specie or kind the whole orany part of the assets of the Company whether the assets shall consist ofproperty of one kind or shall consist of properties of different kinds andthe liquidator may, for such purpose, set such value as he deems fairupon any one (1) or more class or classes of property to be divided asaforesaid and may determine how such division shall be carried out asbetween the shareholders or different classes of shareholders and theshareholders within each class. The liquidator may, with the like sanction,vest any part of the assets in trustees upon such trusts for the benefit ofshareholders as the liquidator, with the like sanction, shall think fit, but sothat no shareholder shall be compelled to accept any shares or otherassets upon which there is a liability.

(B) On a voluntary winding-up of the Company, no commission or fee shall bepaid to a liquidator without the prior approval of the shareholders ingeneral meeting. The amount of such commission or fee shall be notifiedto all shareholders not less than seven (7) days, prior to the generalmeeting at which it is to be considered.

SUBSCRIPTION RIGHT RESERVE

188. (A) Subject to the Statutes if, so long as any of the rights attaching to anywarrants issued by the Company to subscribe for shares of the Companyshall remain exercisable, the Company does any act or engages in anytransaction which, as a result of any adjustments to the subscription pricein accordance with the provisions applicable under the terms andconditions of the warrants, would reduce the subscription price to belowthe par value of a share, then the following provisions shall apply:-

(i) as from the date of such act or transaction the Company shallestablish and thereafter (subject as provided in this Bye-Law)maintain in accordance with the provisions of this Bye-Law areserve (the “Subscription Right Reserve”) the amount of whichshall at no time be less than the sum which for the time beingwould be required to be capitalised and applied in paying up in fullthe nominal amount of the additional shares required to be issuedand allotted credited as fully paid pursuant to sub-paragraph (iii)below on the exercise in full of all the subscription rightsoutstanding and shall apply the Subscription Right Reserve inpaying up in full such difference in respect of such additional sharesas and when the same are allotted;


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Modes ofwinding-up

Distribution of assets in winding-up

Assets may bedistributed inspecie

Subscriptionright reserve

(ii) the Subscription Right Reserve shall not be used for any purposeother than that specified above unless all other reserves of theCompany (other than the share premium account and capitalredemption reserve fund) have been used and will only be used tomake good losses of the Company if and so far as is required bylaw;

(iii) upon the exercise of all or any of the subscription rightsrepresented by any warrant, the relevant subscription rights shall beexercisable in respect of a nominal amount of shares equal to theamount in cash which the holder of such warrant is required to payon exercise of the subscription rights represented thereby (or, asthe case may be the relevant portion thereof in the event of apartial exercise of the subscription rights) and, in addition, thereshall be allotted in respect of such subscription rights to theexercising warrantholder, credited as fully paid, such additionalnominal amount of shares as is equal to the difference between:-

(a) the said amount in cash which the holder of such warrant isrequired to pay on exercise of the subscription rightsrepresented thereby (or, as the case may be, the relevantportion thereof in the event of a partial exercise of thesubscription rights); and

(b) the nominal amount of shares in respect of which suchsubscription rights would have been exercisable havingregard to the provisions of the conditions of the warrants, hadit been possible for such subscription rights to represent theright to subscribe for shares at less than par;

and immediately upon such exercise so much of the sum standingto the credit of the Subscription Right Reserve as is required to payup in full such additional nominal amount of shares shall becapitalised and applied in paying up in full such additional nominalamount of shares which shall forthwith be allotted credited as fullypaid to the exercising warrantholder; and

(iv) if upon the exercise of the subscription rights represented by anywarrant the amount standing to the credit of the Subscription RightReserve is not sufficient to pay up in full such additional nominalamount of shares equal to such difference as aforesaid to which theexercising warrantholder is entitled, the Board shall apply anyprofits or reserves then or thereafter becoming available (including,to the extent permitted by law, contributed surplus account, sharepremium account and capital redemption reserve fund) for suchpurpose until such additional nominal amount of shares is paid upand allotted as aforesaid and until then no dividend or otherdistribution shall be paid or made on the fully paid shares of theCompany then in issue. Pending such payment up and allotment,the exercising warrantholder shall be issued by the Company with acertificate evidencing his right to the allotment of such additionalnominal amount of shares. The rights represented by any suchcertificate shall be in registered form and shall be transferable in


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whole or in part in units of one share in the like manner as theshares for the time being are transferable, and the Company shallmake such arrangements in relation to the maintenance of aregister thereof and other matters in relation thereto as the Boardmay think fit and adequate particulars thereof shall be made knownto each relevant exercising warrantholder upon the issue of suchcertificate.

(B) Shares allotted pursuant to the provisions of this Bye-Law shall rank paripassu in all respects with the other shares allotted on the relevantexercise of the subscription rights represented by the warrant concerned.Notwithstanding anything contained in paragraph (A) of this Bye-Law, nofraction of any share shall be allotted on exercise of the subscriptionrights.

(C) The provisions of this Bye-Law as to the establishment and maintenanceof the Subscription Right Reserve shall not be altered or added to in anyway which would vary or abrogate, or which would have the effect ofvarying or abrogating, the provisions for the benefit of any warrantholderor class of warrantholders under this Bye-Law without the sanction of aSpecial Resolution of such warrantholders or class of warrantholders.

(D) A certificate or report by the Auditors for the time being of the Companyas to whether or not the Subscription Right Reserve is required to beestablished and maintained and if so the amount thereof so required to beestablished and maintained, as to the purposes for which the SubscriptionRight Reserve has been used, as to the extent to which it has been usedto make good losses of the Company, as to the additional nominal amountof shares required to be allotted to exercising warrantholders credited asfully paid, and as to any other matter concerning the Subscription RightReserve shall (in the absence of manifest error) be conclusive andbinding upon the Company and all warrantholders and shareholders.

RECORD DATES

189. Notwithstanding any other provision of these Bye-Laws the Company or theBoard may fix any date as the record date for any dividend, distribution,allotment or issue and such record date may be on or at any time before or afterany date on which such dividend, distribution, allotment or issue is declared,paid or made.

THE STOCK

190. The following provisions shall have effect at any time and from time to time thatthey are not prohibited or inconsistent with the Statutes:

(1) The Company may by Ordinary Resolution convert any paid up sharesinto stock, and may from time to time by like resolution reconvert anystock into paid up shares of any denomination.


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(2) The holders of stock may transfer the same or any part thereof in thesame manner, and subject to the same regulations as and subject towhich the shares from which the stock arose might prior to conversionhave been transferred or as near thereto as circumstances admit, but theDirectors may from time to time, if they think fit, fix the minimum amountof stock transferable and restrict or forbid the transfer of fractions of thatminimum, but so that such minimum shall not exceed the nominal amountof the shares from which the stock arose. No warrants to bearer shall beissued in respect of any stock.

(3) The holders of stock shall, according to the amount of the stock held bythem, have the same rights, privileges and advantages as regardsdividends, participation in assets on a winding-up, voting at meetings, andother matters, as if they held the shares from which the stock arose, butno such privilege or advantage (except participation in the dividends andprofits of the Company) shall be conferred by an amount of stock whichwould not, if existing in shares, have conferred such privilege oradvantage.

(4) Such of the provisions of these Bye-Laws as are applicable to paid upshares shall apply to stock, and the words “share” and “shareholder”therein shall include “stock” and “stockholder”.

TAKE-OVER

193. The provisions of Sections 213, 214 and 215 of the Singapore Companies Act,the Tenth Schedule to the Singapore Companies Act and the Singapore Codeon Take-overs and Mergers, including any amendment, modification, revision,variation or re-enactment thereof, shall apply, mutatis mutandis, to all take-overoffers for the Company.


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PLEASE NOTE THAT APPROVING THE DELISTING RESOLUTION AT THE SGM DOES NOTAUTOMATICALLY MEAN THAT YOU HAVE ACCEPTED THE EXIT OFFER.

1. POSTING OF ACCEPTANCE FORMS

The Exit Offer Letter (including the Acceptance Form(s) and any related documents) has beendespatched, along with this Circular, by ordinary post to Shareholders with Singapore addressesas shown in the Register of Members of the Company and/or in the records of CDP.

The Exit Offer may only be accepted by the relevant Shareholder to whom the Exit Offer Letter isaddressed.

2. DEPOSITORS

2.1. Acceptance

If you wish to accept the Exit Offer, the FAA must be completed and signed strictly in the mannerset out on page 1 of the FAA and in accordance with the provisions of the Exit Offer Letter and bedelivered:

(a) by hand to Fair Link Investments Limited, c/o The Central Depository (Pte) Limited, 4Shenton Way #02-01 SGX Centre 2 Singapore 068807; or

(b) by post, in the enclosed pre-addressed envelope at your own risk, to Fair Link InvestmentsLimited, c/o The Central Depository (Pte) Limited, Robinson Road Post Office P.O. Box1984 Singapore 903934,

so as in each case to arrive NOT LATER THAN 5:30 P.M. ON THE CLOSING DATE, or such laterdate(s) as may be announced from time to time by or on behalf of the Offeror.

2.2. Acceptance by Depositors whose Securities Accounts are credited with Offer Shares

Please state in Part A on page 1 of the FAA the number of Offer Shares already standing to thecredit of the “Free Balance” of your Securities Account in respect of which the Exit Offer isaccepted. If

(a) no number of Offer Shares is stated in Part A; or

(b) the number of Offer Shares stated exceeds the number of Offer Shares standing to thecredit of the “Free Balance” of your Securities Account as at 5:00 p.m. on the date of receiptof the FAA by CDP (the “Date of Receipt”) or, in the case where the Date of Receipt is onthe Closing Date, as at 5:30 p.m. on the Closing Date (provided always that the Date ofReceipt must fall on or before the Closing Date),

then you are deemed to have accepted the Exit Offer in respect of all the Offer Shares alreadystanding to the credit of the “Free Balance” of your Securities Account as at 5:00 p.m. on the Dateof Receipt or 5:30 p.m. on the Closing Date (where the Date of Receipt is on the Closing Date).

2.3. Acceptance by Depositors whose Securities Accounts will be credited with Offer Shares

If you have purchased Offer Shares on the SGX-ST, you should also receive the Exit Offer Lettertogether with a FAA. You may accept the Exit Offer in respect of such number of Offer Shares onlyafter the “Free Balance” of your Securities Account has been credited with such number of OfferShares. The provisions and instructions set out in paragraphs 2.1 and 2.2 of this Appendix IV shallapply in the same way to your acceptance(s) in respect of such Offer Shares. If you do not receivethe FAA you may obtain the FAA, upon production of satisfactory evidence that you havepurchased the Offer Shares on the SGX-ST, from The Central Depository (Pte) Limited at 4Shenton Way, #02-01 SGX Centre 2, Singapore 068807.

APPENDIX IV: PROCEDURES FOR ACCEPTANCE OF THE EXIT OFFER

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If upon receipt by CDP, on behalf of the Offeror, of the FAA, it is established that such Offer Shareshave not been, or will not be, credited to the “Free Balance” (as, for example, where you sell orhave sold such Offer Shares), your acceptance is liable to be rejected and neither CDP, theOfferor, nor MUSS accepts any responsibility or liability for the consequences of such a rejection.

If you purchase Offer Shares on the SGX-ST on a date close to the Closing Date, your acceptancein respect of such Offer Shares may be rejected if the “Free Balance” of your Securities Account isnot credited with such Offer Shares by 5:30 p.m. on the Closing Date. Neither CDP nor the Offeroraccepts any responsibility or liability for the consequences of such a rejection.

2.4. Depositors whose Securities Account are and will be credited with Offer Shares

If you have Offer Shares credited to your Securities Account, and have purchased additional OfferShares on the SGX-ST which are in the process of being credited to your Securities Account, youmay accept the Exit Offer in respect of the Offer Shares standing to the credit of the “FreeBalance” of your Securities Account and may accept the Exit Offer in respect of the additional OfferShares purchased which are in the process of being credited to your Securities Account only afterthe “Free Balance” of your Securities Account has been credited with such number of additionalOffer Shares. If such number of additional Offer Shares purchased is not credited to the “FreeBalance” of your Securities Account by 5:30 p.m. on the Closing Date, your acceptance in respectof such additional Offer Shares may be rejected. Neither CDP, the Offeror, nor MUSS accepts anyresponsibility or liability for the consequences of such a rejection.

2.5. Suspense Account

Upon receipt of the FAA, CDP will transfer the Offer Shares in respect of which you have acceptedthe Exit Offer from the “Free Balance” of your Securities Account to a “Suspense Account”. SuchOffer Shares will be held in the “Suspense Account” until the consideration for such Offer Shareshas been despatched to you.

2.6. Acknowledgement

CDP, on behalf of the Offeror, will acknowledge receipt of the FAA if it is submitted by hand to CDP.No acknowledgement will be given for FAAs deposited into boxes located at CDP’s premises. Forreasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of OfferShares credited to your Securities Account. You can verify the number of Offer Shares credited toyour Securities Account by online, if you have registered for the CDP Internet Access. Alternatively,you may call personally at CDP with your identity card or passport to verify the number of OfferShares credited to your Securities Account.

2.7. No Securities Account

If you do not have any existing Securities Account in your own name at the time of acceptance ofthe Exit Offer, your acceptance as contained in the FAA will be rejected.

3. SCRIP HOLDERS

3.1. Shareholders whose Offer Shares are not deposited with CDP

If you wish to accept the Exit Offer, you should:

(a) complete the FAT strictly in accordance with this Exit Offer Letter and the instructions printedon the FAT. If you:

(i) do not specify a number in Part A of the FAT; or

(ii) specify a number which exceeds the number of Offer Shares represented by theattached share certificate(s),


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you shall be deemed to have accepted the Exit Offer in respect of the total number of OfferShares represented by the share certificate(s) accompanying the FAT;

(b) sign the FAT in accordance with the Exit Offer Letter and the instructions printed on the FAT;and

(c) deliver:

(i) the completed and signed FAT;

(ii) the share certificate(s), other document(s) of title and/or other relevant document(s)required by the Offeror relating to the Offer Shares in respect of which you wish toaccept the Exit Offer. If you are recorded in the Register of Members of the Companyas holding Offer Shares but do not have the relevant share certificate(s) relating tosuch Offer Shares, you, at your own risk, are required to procure the Company toissue such share certificate(s) in accordance with the Memorandum of Associationand Bye-Laws of the Company and then deliver such share certificate(s) inaccordance with the procedures set out in the Circular and the Exit Offer Letter. If yourshare certificate(s) and/or other document(s) of title and/or other relevant document(s)required by the Offeror is/are not readily available or is/are lost, this FAT shouldnevertheless be completed and returned by the time specified below and the sharecertificate(s) and/or other document(s) of title and/or other relevant document(s)required by the Offeror, should be forwarded to Fair Link Investments Limited c/oBoardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01Samsung Hub, Singapore 049483, as soon as possible thereafter; and

(iii) where such Offer Shares are not registered in your name, you may send in, at yourown risk, the relevant share certificate(s) and/or other document(s) of title and/or otherrelevant document(s) required by the Offeror, accompanied by transfer form(s), dulyexecuted by the person in whose name such share certificate(s) is/are registered andstamped, with the particulars of the transferee left blank (to be completed by theOfferor or a person authorised by it),

to Fair Link Investments Limited c/o Boardroom Corporate & Advisory Services Pte.Ltd., 3 Church Street, #08-01 Samsung Hub, Singapore 049483, so as to arrive not laterthan 5:30 p.m. on the Closing Date.

The FAT must be sent in its entirety to Fair Link Investments Limited c/o Boardroom Corporate& Advisory Services Pte. Ltd., 3 Church Street, #08-01 Samsung Hub, Singapore 049483 dulycompleted in accordance with the instructions in the FAT and no part may be detached ormutilated. Settlement of the consideration under the Exit Offer will be subject to, amongst otherthings, the receipt of all relevant documents, properly completed.

3.2. No Acknowledgements

No acknowledgement of receipt of any FAT, share certificate, other document of title, transfer formand/or any other document required by the Offeror will be given.


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4. GENERAL

4.1. Disclaimer and Discretion

The Offeror will be entitled to reject any acceptance which does not comply with the terms andconditions of the Exit Offer Letter, the Circular and the relevant Acceptance Forms or which is notaccompanied by the relevant share certificate(s) and/or other document(s) of title and/or any otherrelevant document(s) required by the Offeror, or which is otherwise incomplete, incorrect or invalidin any respect.

If you wish to accept the Exit Offer, it is your responsibility to ensure that the FAA and/or the FAT,as the case may be, is properly completed in all respects, signed and all required documents areprovided.

Any decision to reject any acceptance will be final and binding and none of the Offeror, CDP,MUSS or Boardroom Corporate & Advisory Services Pte. accepts any responsibility or liability forthe consequences of such a decision.

The Offeror and MUSS reserves the right to treat acceptances of the Exit Offer as valid if receivedby or on behalf of either of them at any place or places determined by them otherwise than asstated in the Exit Offer Letter, the FAA or the FAT, or if made otherwise than in accordance with theprovisions of the Exit Offer Letter, the FAA or the FAT.

4.2. Scrip and Scripless Offer Shares

If you hold some Offer Shares in scrip form and others with CDP, you should complete a FAT forthe former and a FAA for the latter in accordance with the respective procedures set out in thisAppendix IV if you wish to accept the Exit Offer in respect of such Offer Shares.

4.3. Deposit Time

If you hold Offer Shares in scrip form, the Offer Shares may not be credited into the “Free Balance”of your Securities Account with CDP in time for you to accept the Exit Offer if you were to deposityour share certificate with CDP after the date of despatch of the Exit Offer Letter. If you wish toaccept the Exit Offer in respect of such Offer Shares, you should complete a FAT and follow theprocedures set out in paragraph 3 of this Appendix IV.

4.4. Correspondence

All communications, certificates, notices, documents and remittances to be delivered or sent to you(or your designated agent or, in the case of joint accepting Shareholders who have not designatedany agent, to the one first named in the Register of Members of the Company) will be sent byordinary post to your respective addresses as they appear in the records of CDP or the Register ofMembers of the Company, as the case may be, at the risk of the person entitled thereto (or in thecase of remittances only in respect of holders of Offer Shares in scrip form, to such different nameand addresses as may be specified by you in the FAT, at your sole risk).

5. SETTLEMENT

5.1. Depositors whose Securities Accounts are credited with Offer Shares

Subject to the Delisting Resolution being passed at the SGM and the receipt by the Offeror fromaccepting Shareholders of all relevant documents required by the Offeror which are complete in allrespects and in accordance with the instructions given in the Exit Offer Letter and the FAA(including, without limitation, confirmation satisfactory to the Offeror that the relevant number ofOffer Shares tendered by the accepting Shareholders in acceptance of the Exit Offer are standingto the credit of the “Free Balance” of their respective Securities Accounts at the relevant time), theOfferor will arrange for remittances of the appropriate amounts to be sent to CDP.


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CDP will debit the respective Securities Accounts of the accepting Shareholders with the numberof Offer Shares tendered by them in acceptance of the Exit Offer and will (i) in the case ofaccepting Shareholders who have registered for CDP’s direct crediting service, credit suchremittances to the designated bank account of such accepting Shareholder; and (ii) in the case ofaccepting Shareholders who have not registered for CDP’s Direct Crediting Service, despatch suchremittances in the form of cheques made in Singapore currency and in favour to such acceptingShareholders by ordinary post to such accepting Shareholders at their own risk as soon aspracticable and in any event:

(a) in respect of acceptances of the Exit Offer which are complete and valid in all respects andare received on or before the date on which the Delisting Resolution is passed at the SGM,within 10 days of that date; or

(b) in respect of acceptances which are complete and valid in all respects and are received afterthe Delisting Resolution is passed at the SGM, but before the Exit Offer closes, within 10days of the date of such receipt.

CDP will also send by ordinary post to the accepting Shareholders at their respective addresses asthey appear in the records of CDP, and at their own risk, notification letters showing the number ofOffer Shares which have been debited against their respective Securities Accounts.

5.2. Shareholders who hold Offer Shares which are not deposited with CDP

Subject to the Delisting Resolution being passed at the SGM and the receipt by the Offeror fromaccepting Shareholders of all relevant documents required by the Offeror which are complete in allrespects and in accordance with the instructions given in the Exit Offer Letter and the FAT(including, without limitation, the share certificates relating to the Offer Shares tendered byaccepting Shareholders in acceptance of the Exit Offer), remittances for the appropriate amountswill be despatched to the accepting Shareholders (or their designated agents, as they may direct)by ordinary post and at their own risk, at their respective addresses as they appear in the Registerof Members of the Company (or to such names and addresses as may be specified by theaccepting Shareholders in the FAT), as soon as practicable and in any event:

(a) in respect of acceptances of the Exit Offer which are complete in all respects and arereceived on or before the date on which the Delisting Resolution is passed at the SGM,within 10 days of that date; or

(b) in respect of acceptances which are complete in all respects and are received after theDelisting Resolution is passed at the SGM, but before the Exit Offer closes, within 10 days ofthe date of such receipt.

6. NO RIGHT OF WITHDRAWAL

All acceptances of the Exit Offer shall be irrevocable.


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(Company Registration No. 28653)

NOTICE IS HEREBY GIVEN that a Special General Meeting of Tsit Wing International Holdings Limited(the “Company”) will be held at Singapore Marriott Hotel, Ballroom III, Level 3, 320 Orchard Road,Singapore 238865 on 2 September 2009 at 10:00 a.m. for the purpose of considering and, if thought fit,passing, with or without amendments, the following resolution (on a poll to be taken) which will beproposed as an Ordinary Resolution:

All references to the Circular in this Notice of Special General Meeting shall mean the Circular of theCompany dated 5 August 2009 (the “Circular”).

All capitalised terms not otherwise defined herein shall have the meanings given to them in the Circular.

ORDINARY RESOLUTION

Approval for the Voluntary Delisting of the Company

That:

(a) the voluntary delisting of the Company from the Official List of the Singapore Exchange SecuritiesTrading Limited under Rules 1307 and 1309 of the Listing Manual of the Singapore ExchangeSecurities Trading Limited (the “Delisting”), pursuant to which the Exit Offer (as defined in theCircular) would be made to the Shareholders on the terms and conditions set out in the Circular,be and is hereby approved; and

(b) the Directors and each of them be and is hereby authorised and empowered to complete and to doall such acts and things as they may consider necessary or expedient to give effect to the Delistingand/or this Resolution, with such modification thereto (if any) as they shall think fit in the interestsof the Company.

BY ORDER OF THE BOARD

Tsit Wing International Holdings LimitedMr Chan Chi ChungDirector7 August 2009

Notes:

1. A Depositor shall not be regarded as a member of the Company entitled to attend the SGM and tospeak and vote at the SGM.

Depositors who are individuals and who wish to attend the SGM in person need to complete andreturn the proxy form which is despatched together with this Circular to Depositors (the “DepositorProxy Form”) in accordance with the instructions printed thereon as soon as possible and in anyevent, so as to reach the office of the Company’s Singapore Share Transfer Agent, BoardroomCorporate & Advisory Services Pte. Ltd. at 3 Church Street, #08-01 Samsung Hub, Singapore049483, no later than 31 August 2009 at 10:00 a.m. in order to be able to attend and/or vote atsuch meeting.

NOTICE OF SPECIAL GENERAL MEETING

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2. Depositors who are individuals and who are unable to attend the SGM personally and wish toappoint their nominee(s) to attend and vote on their behalf should also complete, sign and return theDepositor Proxy Form in accordance with the instructions printed thereon as soon as possible andin any event, so as to reach the office of the Company’s Singapore Share Transfer Agent,Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009 at 10:00 a.m. forthe appointment of nominee(s) to attend and vote at the SGM on their behalf. Similarly, a Depositorwho is a corporation and who wishes to attend the SGM must submit the Depositor Proxy Form assoon as possible and in any event, so as to reach the office of the Company’s Singapore ShareTransfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. no later than 31 August 2009 at10:00 a.m. for the appointment of nominee(s) to attend and vote at the SGM on its behalf.

A Shareholder who is not a Depositor and who wishes to appoint his nominee(s) to attend and voteon his behalf should complete, sign and return the proxy form despatched to Shareholders who arenot Depositors (the “Shareholder Proxy Form”).

To be effective, the Depositor Proxy Form or the Shareholder Proxy Form must be deposited at theoffice of the Company’s Singapore Share Transfer Agent, Boardroom Corporate & Advisory ServicesPte. Ltd. by 31 August 2009 at 10:00 a.m., being a date not less than 48 hours before the timeappointed for holding the SGM, or an adjourned meeting. The completion and return of a proxy formwill not prejudice a Shareholder or Depositor from attending and voting in person at the SGM inplace of his proxy.

NOTICE OF SPECIAL GENERAL MEETING

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TSIT WING INTERNATIONAL HOLDINGS LIMITED...2009/08/07 · PROPOSED VOLUNTARY DELISTING OF TSIT WING...

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