GLOBAL

Corporate ProfileGlobal Active Limited is a specialtyretailer and distributor ofnutraceutical products which includesupplements, vitamins, minerals,herbs and functional foods. Currently,the Global Active Limited group ofcompanies (’the Group’) is the soleGNC (General Nutrition Center)franchisee in Singapore, Malaysia,Brunei and certain US military andnaval bases in Japan and Korea.The Group also sells and distributesnutraceutical products of otherthird party international brandssuch as Solaray, EAS,MuscleTech and Earth's Bountyas well as its own proprietaryproducts under the brandname of L.A.C.The Group has an extensivenetwork of more than 80 GNCretail outlets region-wide as atLatest Practicable Date, of which56 are in Singapore, 13 are inMalaysia, 1 is in Brunei and 12 arein certain US military and navalbases in Japan and Korea.As part of its regional expansionplans, the Group has secured theexclusive distribution rights fromGNC and INC Agency B.V.respectively for the distribution ofGNC and INC products in the PRC.The Group has engagedconsultants to register up to 300products in the PRC anddistribution of these products willcommence upon successfulregistration.

Financial Highlights (For the financial year ended 31 March)Proforma GroupSales S$ millionProfit After Taxation S$ million605040CAGR: 33%42.050.34.54.03.53.0CAGR: 45%2.84.13028.42.52.02.0201.5101.00.5Competitive Strengths00.0FY01 FY02 FY03 FY01 FY02 FY03Business StrategyNicholas Sims LeeseChairmanCynthia Poa Kheng BeeChief Executive OfficerSerene Ali TanChief Operating OfficerFranchisee of a global brand - GNC• As a franchisee of a global brand name, we arein a good position to source for, negotiate andprovide the latest available nutraceutical products• The GNC Group is the largest US specialty retailerof nutraceutical productsStrong track record in Singapore• We have an extensive network of 56 GNC retailoutlets• We have received various awards from the GNCGroup for successful retailing efforts over the last5 yearsBroad range of products• With a range of over 1,500 products, we are ableto adequately cater to the needs of our customersCustomer-service oriented approach in sales• We conduct structured training programmes forour sales staff and havean in-house team ofnutritionists, who areavailable to attend tocustomers' queries onproductsStrong managementteam• Key management team has extensive experienceand knowledge of the nutraceutical industry• Together with a core team of retail and wholesalemanagers, we have extensive experience in settingup and managing retail outletsLoyal customer base• We have the support of a loyal customer base ofmore than 175,000 members under our GNC VIPcard programme, of which about 20% arerecurring customersBuild on good relationship with GNC Group• With GNC Inc's continued marketing andpromotional support, to aggressively expand ouroperations and enhance the GNC brand nameIncrease market share by• Continuing to emphasize sales of our existing brands• Expanding the range of product offerings• Enhancing brand awareness throughaggressive marketing• Locating our retail outlets at highly visible andaccessible venues• Focusing and improving on the level of customerservice• Increasing staff training on product knowledge andcustomer handlingSecure more exclusive distribution rights• Seek opportunities to secure exclusive distributionrights from established and leading nutraceuticalmanufacturersOffer a variety of brands/products• Expand our product range by increasing the linesof products under our existing product brands andsigning up new brandsCapitalise on strong regional growth• Pursue regional retail sales by opening more GNCretail outlets in Singapore, Malaysia, Brunei andother US military and naval bases in Japan andKorea• Establish GNC retail outlets in the PRC, possiblythrough joint ventures• Expand our wholesale distribution of products ofthird party international brands and of ourproprietary L.A.C. brands in regional countries

Future PlansRetail BusinessSingapore - A total of 64 GNC retail outlets by1 January 2005.Malaysia - A total of 24 GNC retail outlets by31 December 2004.Brunei - A total of 3 GNC retail outlets by31 December 2004.PRC - Depending on the legal environment in thePRC, to establish GNC retail outlets in major citiesin the PRC including Shanghai, Beijing,Guangzhou and Shenzhen through jointventures.Asia-Pacific - Seek opportunities to acquire GNCfranchises for territories in the Asia-Pacific region.Wholesale Distribution BusinessPRC• Plans are underway to appoint sub-distributorsand wholesalers in various key cities in the PRCto undertake distribution of nutraceuticalproducts• Appointed sub-distributor to distribute INCproducts in the PRC•Secured exclusive rights for the distribution ofGNC* products and of the products of certainother third party international brands such asMuscleTech for the PRC market.Asia-Pacific• Intensify efforts to distribute nutraceuticalproducts of third party international brandsand proprietary L.A.C. brand in Hong Kong,India, Indonesia, Japan, Korea, the Philippines,the PRC, Taiwan and Thailand.* Excludes Hong Kong, Macau and US military and navalbases therein

TABLE OF CONTENTSPageCORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6GLOSSARY OF TECHNICAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . 12SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13DETAILS OF OUR INVITATIONListing on the SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Indicative Timetable for Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16PROSPECTUS SUMMARYOur Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Our Competitive Strengths . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Our Business Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Our Future Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Our Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35SUMMARY OF PROFORMA FINANCIAL INFORMATION OF OUR GROUPProforma Results of Operations of our Group . . . . . . . . . . . . . . . . . . . . . . . 37Audited Consolidated Financial Position of our Group. . . . . . . . . . . . . . . . . . . 38MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS ANDFINANCIAL POSITIONSOverview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Analysis by Business and Geographical Segments . . . . . . . . . . . . . . . . . . . . 42Review of Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Review of Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Foreign Currency Exchange Exposure. . . . . . . . . . . . . . . . . . . . . . . . . . . 51DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52CAPITALISATION AND INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . 53DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55GENERAL INFORMATION ON OUR COMPANY AND OUR GROUPShare Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581

PageMoratorium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Restructuring Exercise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Acquisition of USB Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62Group Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67BUSINESSNutraceuticals Ð the Products we offer . . . . . . . . . . . . . . . . . . . . . . . . . . 70Principal Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Group Mission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Diagrammatic Overview of our Business . . . . . . . . . . . . . . . . . . . . . . . . . 71Product Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71Distribution Channels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Value Proposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Seasonality of our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Marketing and Promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Staff Training Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Credit Management Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Inventory Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Quality Assurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78Major Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Major Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Competitive Strengths. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82BUSINESS ARRANGEMENTS WITH GNC INC. . . . . . . . . . . . . . . . . . . . . . . 84PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 89INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94DIRECTORS, MANAGEMENT AND STAFFManagement Organisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95Executive Of®cers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103Directors' and Executive Of®cers' Remuneration . . . . . . . . . . . . . . . . . . . . . 104Service Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106CORPORATE GOVERNANCEAudit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108Remuneration Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108Nominating Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109Other Internal Control Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1092

PageINTERESTED PERSON TRANSACTIONSPast Transactions with Interested Persons . . . . . . . . . . . . . . . . . . . . . . . . 110Current Transaction with Interested Persons . . . . . . . . . . . . . . . . . . . . . . . 113Role of our Audit Committee in Interested Person Transactions. . . . . . . . . . . . . . 114Potential Con¯icts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121SUMMARY OF THE GLOBAL ACTIVE SHARE OPTION SCHEME. . . . . . . . . . . . . 124REPORT ON EXAMINATION OF THE PROFORMA FINANCIAL STATEMENTS OF THEGROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130EXTRACT OF THE REVIEW REPORT OF THE AUDITORS ON THE UNAUDITEDFINANCIAL STATEMENTS OF USB INC FOR THE FINANCIAL PERIOD FROM 1APRIL 2003 TO 31 OCTOBER 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . 132GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 133APPENDIX ATerms and Conditions and Procedures for Application and Acceptance. . . . . . . . . . A-1APPENDIX BNutraceutical Products Distribution Activities . . . . . . . . . . . . . . . . . . . . . . . B-1APPENDIX CRules of the Global Active Share Option Scheme . . . . . . . . . . . . . . . . . . . . . C-1APPENDIX DProforma Financial Statements of the Group . . . . . . . . . . . . . . . . . . . . . . . D-1APPENDIX ENutri-Active Pte LtdE1 Ð Audited Financial Statements for the ®nancial year ended 31 March 2001 . . . . . E-1E2 Ð Audited Financial Statements for the ®nancial year ended 31 March 2002 . . . . . E-17Victoria House Pte LtdE3 Ð Audited Financial Statements for the ®nancial year ended 31 March 2001 . . . . . E-36E4 Ð Audited Financial Statements for the ®nancial year ended 31 March 2002 . . . . . E-50Global Active LimitedE5 Ð Audited Financial Statements for the ®nancial period from 25 October 2001 (date ofincorporation) to 31 March 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . E-69E6 Ð Audited Consolidated Financial Statements for the ®nancial year ended31 March 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-77USB IncE7 Ð Unaudited Income Statement of USB Inc for the ®nancial period from 1 April 2003to 31 October 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-104E8 Ð Unaudited Balance Sheet of USB Inc as at 31 October 2003 . . . . . . . . . . . . E-1063

CORPORATE INFORMATIONBoard of Directors : Mr Nicholas Sims Leese(Executive Director and Chairman)Ms Cynthia Poa Kheng Bee(Executive Director and Chief Executive Of®cer)Ms Serene Ali Tan(Executive Director and Chief Operating Of®cer)Mr David Lim Teck Leong(Independent Director)Ms Tay Peck Suan(Independent Director)Mr Tan Seng Leong(Independent Director)Mr Thomas Yeoh Eng Leong(Independent Director)Company Secretaries : Foo Soon Soo, FCIS, CPA, LLB (Hons)Panjabi Sanjay Gordhan @ Panjumal Sanjay Gordhan,CPACompany Registration Number : 200106977RRegistered Of®ce : 9 Ubi CrescentSingapore 408572Tel: 6749 7206Fax: 6745 2623Share Registrar and Share TransferOf®ceManager, Underwriter and PlacementAgentPrimary Sub-Underwriters andPrimary Sub-Placement Agents: Barbinder & Co Pte Ltd8 Cross Street # 11-00PWC BuildingSingapore 048424: UOB Asia Limited80 Raf¯es PlaceUOB PlazaSingapore 048624: United Overseas Bank Limited80 Raf¯es PlaceUOB PlazaSingapore 048624UOB Kay Hian Private Limited80 Raf¯es Place # 30-01UOB Plaza 1Singapore 048624Receiving Banker : United Overseas Bank Limited80 Raf¯es PlaceUOB PlazaSingapore 0486244

Auditors and Reporting Auditors : PricewaterhouseCoopersCerti®ed Public Accountants8 Cross Street # 17-00PWC BuildingSingapore 048424Solicitors to the Invitation : Harry Elias Partnership9 Raf¯es Place # 12-01Republic PlazaSingapore 048619Legal Advisers to the Company as toMalaysia LawLegal Advisers to the Company as toBrunei LawLegal Advisers to the Company as toGuam LawLegal Advisers to the Company as tothe laws of Hong Kong SpecialAdministrative Region of thePeople's Republic of China: Heng & CoNo. 30 Lorong MaarofBangsar Park59000 Kuala LumpurMalaysia: Pengiran Izad & Lee6th FloorBangunan Hj Ahmad Laksamana Othman38-39 Jalan SultanBandar Seri Begawan BS8811Brunei Darussalam: Klemm, Blair, Sterling & JohnsonSuite 1008 Paci®c News Building238 Archbishop F.C. Flores StreetHagaÊ tnÄ a,Guam 96910: Fong & NgSuite 1101, 11 th FloorNine Queen's Road CentralHong KongPrincipal Bankers to the Group : United Overseas Bank Limited80 Raf¯es PlaceUOB PlazaSingapore 048624Southern Bank Berhad39 Robinson Road # 01-02Robinson PointSingapore 0689115

DEFINITIONSIn this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications,the instructions appearing on the screens of the ATMs of the Participating Banks or the InternetBanking websites of the relevant Participating Banks, unless the context otherwise requires, thefollowing de®nitions apply throughout where the context so admits:±Group Companies``Global Active'' or ``Company'' : Global Active Limited``Nutri-Active'' : Nutri-Active Pte Ltd``Nutri-Active (M)'' : Nutri-Active Sdn Bhd(formerly known as Victoria House Nutritional Products(M) Sdn Bhd)`ÙSB'' : USB Inc, a company incorporated in Guam``Victoria House'' : Victoria House Pte Ltd``Victoria House (B)'' : QAF Victoria Sdn Bhd(formerly known as GNC (B) Sdn Bhd)``Victoria House (C)'' : VHE China Limited``Victoria House (M)'' : Victoria House Sdn Bhd(formerly known as GNC Nutritional Products (M)Sdn Bhd)Other Companies``Dairy Farm Group'' : Dairy Farm International Holdings Limited group ofcompanies``GNC Group'' : General Nutrition Companies, Inc. group of companies``GNC Inc'' : General Nutrition International Inc.``Health One'' : Health One Limited, a company incorporated inSingapore which owned Victoria House and Nutri-Active prior to the Restructuring Exercise, and iscurrently in member's voluntary liquidation``Healthcare'' : Healthcare Group Inc.`Òsim'' : Osim International Ltd, a company incorporated inSingapore and listed on the SGX-ST``QAF Investments'' : QAF Investments Sdn Bhd``Rancak Tulen'' : Rancak Tulen Sdn BhdGeneral`Àpplication Forms'' : The of®cial printed application forms to be used for thepurpose of the Invitation and which form part of thisProspectus`Àpplication List'' : The list of applications for subscription of the NewShares6

`ÀTM'' : Automated teller machine of a Participating Bank`Àudit Committee'' : The audit committee of our Company`Àuthority'' : The Monetary Authority of Singapore``Board'' : The board of directors of our Company as at the date ofthis Prospectus``CDP'' or ``Depository'' : The Central Depository (Pte) Limited``Companies Act'' : The Companies Act, Chapter 50 of Singapore``Compensation Committee'' : The compensation committee of our Company``CPF'' : The Central Provident Fund``Directors'' : The directors of our Company as at the date of thisProspectus, unless otherwise stated`Èlectronic Applications'' : Applications for the Offer Shares through ATMs or theIB website of any of the Participating Banks inaccordance with the terms and conditions set out inthis Prospectus`ÈPS'' : Earnings per Share`Èxecutive Directors'' : The executive directors of our Company as at the dateof this Prospectus, namely, Nicholas Sims Leese,Cynthia Poa Kheng Bee and Serene Ali Tan, unlessotherwise stated`Èxecutive Of®cers'' : The executive of®cers of our Company as at the date ofthis Prospectus, unless otherwise stated``FY'' : Financial year ended 31 March``GNC'' : The trademark and logo used by the GNC Group. Itstands for ``General Nutrition Center'''``Group'' : The Company, its subsidiaries and associatedcompanies, unless otherwise stated`ÌB'' : Internet Banking`Ìndependent Directors'' : The independent directors of our Company as at thedate of this Prospectus, namely, David Lim TeckLeong, Tay Peck Suan, Tan Seng Leong and ThomasYeoh Eng Leong, unless otherwise stated`Ìnvitation'' : The Invitation by our Company to the public tosubscribe for the New Shares, subject to and on theterms and conditions of this Prospectus`Ìssue Price'' : $0.26 for each New Share``Latest Practicable Date'' : 31 December 2003, for the purposes of lodgement ofthis Prospectus with the Authority``Market Day'' : A day on which the SGX-ST is open for trading insecurities``New Shares'' : The 40,000,000 New Shares for which our Companyinvites applications for subscription on the terms andconditions set out in this Prospectus7

``Nominating Committee'' : The nominating committee of our Company``NTA'' : Net tangible assets`Òffer'' : The Offer by our Company to the public in Singapore forsubscription of the Offer Shares at the Issue Price,subject to and on the terms and conditions set out inthis Prospectus`Òffer Shares'' : The 4,000,000 New Shares which are the subject of theOffer`Òption Shares'' : The Shares which may be issued upon the exercise ofthe options to be granted under the Global ActiveShare Option Scheme``Participating Banks'' : United Overseas Bank Limited and its subsidiary, FarEastern Bank Limited (`ÙOB Group''), DBS Bank Ltd(including POSB) (``DBS'') and Oversea-ChineseBanking Corporation Limited (`ÒCBC'')``Placement'' : The placement by the Placement Agent and PrimarySub-Placement Agents on behalf of our Company ofthe Placement Shares at the Issue Price, subject to andon the terms and conditions set out in this Prospectus``Placement Shares'' : The 36,000,000 New Shares (including the ReservedShares) which are the subject of the Placement``PRC'' : People's Republic of China``Prospectus'' : This Prospectus dated 27 January 2004 issued by ourCompany in respect of the Invitation``Remuneration Committee'' : The remuneration committee of our Company``Reserved Shares'' : The 4,000,000 Placement Shares reserved foremployees, business associates and others who havecontributed to the success of our Group``Restructuring Exercise'' : The restructuring exercise described on pages 61 and62 of this Prospectus``SCCS'' : Securities Clearing & Computer Services (Pte) Ltd``Securities Account'' : Securities account maintained by a Depositor with CDP,not including sub-securities account``SFA'' : Securities and Futures Act, Chapter 289 of Singapore``SFR'' : Securities and Futures (Offers of Investments) (Sharesand Debentures) Regulations 2002``SGX-ST'' : Singapore Exchange Securities Trading Limited``Shares'' : Ordinary shares of $0.05 each in the capital of ourCompany`ÙOB'', ``Primary Sub-Underwriter''and ``Primary Sub-PlacementAgent'': United Overseas Bank Limited8

`ÙOB Asia'', ``Manager'',`Ùnderwriter'' and ``PlacementAgent''`ÙOB Kay Hian'', ``Primary Sub-Underwriter'' and ``Primary Sub-Placement Agent'': UOB Asia Limited: UOB Kay Hian Private Limited`Ù.S.'' or `ÙS'' : United States of America``YA'' : Year of assessmentCurrencies, Units and Others``$'' or ``S$'' and ``cents'' : Singapore dollars and cents respectively``B$'' : Brunei dollars`Èuros'' : European Euro``HK$'' : Hong Kong dollars``RM'' or ``Ringgit'' : Malaysian Ringgit`ÙS$'' : United States dollars``%'' or ``per cent.'' : Per centum or Percentage``sq ft'' : Square feet``sq m'' : Square metre(s)The terms ``Depositor'', ``Depository Agent'' and ``Depository Register'' shall have the meaningsascribed to them respectively in Section 130A of the Companies Act.References in this Prospectus to the ``Group'', ``we'', `òur'' and `ùs'' refer to our Group or ourCompany as the context requires.Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.Unless otherwise indicated, any reference in this Prospectus, the Application Forms and ElectronicApplications to any enactment is a reference to that enactment as for the time being amended or reenacted.Any word de®ned under the Companies Act, the SFA or any statutory modi®cation thereofand used in this Prospectus, the Application Forms and Electronic Applications shall have themeaning assigned to it under the Companies Act, the SFA or any statutory modi®cation thereof, asthe case may be.Any reference in this Prospectus, the Application Forms and Electronic Applications to Shares beingallotted to an applicant includes allotment to CDP for the account of that applicant.Any reference to a time of day in this Prospectus and the Application Forms shall be a reference toSingapore time unless otherwise stated.9

GLOSSARY OF TECHNICAL TERMSTo facilitate a better understanding of our business, the following glossary provides a description ofsome of the technical terms and abbreviations used in this Prospectus:±``Development Agreement'' : An agreement with GNC Inc the terms of which require ourrelevant Group company to establish and operate aprescribed number of GNC retail outlets, in accordancewith a prescribed schedule``Reduced Format DevelopmentAgreement'': An agreement with GNC Inc the terms of which require ourrelevant Group company to establish and operate aprescribed number of GNC retail outlets within variousoutlets established by a Dairy Farm Group company, inaccordance with a prescribed schedule``Distribution Agreement'' : An agreement with GNC Inc which gives our relevantGroup company the distribution rights to certain GNCproducts in the relevant territories``Franchise Agreement'' : An agreement with GNC Inc which gives our relevantGroup company the rights to operate a GNC retail outletin the relevant territories according to the System``functional foods'' : Food supplements which provide nutrients not normallyfound in suf®cient levels in everyday foods``GNC Gold Card'', ``GNC VIPCard'': The GNC Gold Card is a card which allows the holder toenjoy discounts on purchases made in GNC retail outletsworldwide. This is marketed in conjunction with our GNCVIP Card. The GNC VIP Card can only be used in GNCretail outlets in Singapore``GNC retail outlets'' : Our outlets operating under the ``GNC'' brand nameincluding our ``store-within-store'' outlets located withinstores established by a Dairy Farm Group company``GMP'' : Good Manufacturing Practice. The term is usedinternationally to describe a set of principles andprocedures, which when followed by manufacturers, helpsensure that the products manufactured will have therequired quality. Good Manufacturing Practice certi®cationis issued by the relevant authority in the jurisdiction wherethe products are manufactured``HSA'' : Health Sciences Authority``L.A.C.'' : ``Leader in Antioxidative Control''. A registered trademarkfor health supplements of which our Group is theregistered proprietor in Singapore``Micronutrients'' : Nutrients that do not contain calories and are needed bythe body in relatively minute quantities. Micronutrientsinclude vitamins and minerals10

``Nutraceuticals'' : A category of healthcare products that encompassesnutritional supplements, vitamins, minerals, herbs andfunctional foods that have nutritional or general healthbene®ts``Plan-O-Gram'' : A section-by-section layout plan for each GNC retail outlet``System'' : Concepts and instructions relating to the opening andoperation of retail nutrition, health and/or ®tness storeswhich sell, among other things, vitamins, health foods,natural cosmetics, diet products, physical ®tness productsand health-management products and services11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSAll statements contained in this Prospectus, statements made in press releases and oral statementsthat may be made by us or our Directors, Executive Of®cers or employees acting on our behalf, thatare not statements of historical fact, constitute `forward-looking statements'. You can identify some ofthese forward-looking statements by terms such as `may', `will', `would', `could', èxpect', ànticipate',ìntend', `forecast', ìf', `possible', `probable', `project', `should', èstimate', `believe', `plan', or similarwords and phrases. However, you should note that these words are not the exclusive means ofidentifying forward-looking statements. All statements regarding our expected ®nancial position,business strategy, plans and prospects are forward-looking statements.These forward-looking statements, including but not limited to statements as to our revenue andpro®tability, prospects, future plans and other matters discussed in this Prospectus regardingmatters that are not historical facts are only predictions. These forward-looking statements involveknown and unknown risks, uncertainties and other factors that may cause our actual future results,performance or achievements to be materially different from any future results, performance orachievements expected, expressed or implied by such forward-looking statements. These riskfactors and uncertainties are discussed in more detail under ``Risk Factors'' on pages 26 to 34 ofthis Prospectus.You should be aware that the prospects and forecasts in respect of our industry and businesseswhich we refer to in this Prospectus are forward looking statements based on factors andassumptions that may be subject to a high degree of uncertainty and are beyond our control.Given the risks and uncertainties that may cause our actual future results, performance orachievements to be materially different from that expected, expressed or implied by the forwardlookingstatements in this Prospectus, undue reliance must not be placed on these statements.Neither our Company, the Manager, Underwriter, Placement Agent, Primary Sub-Underwriters orPrimary Sub-Placement Agents nor any person represents or warrants that our Group's actual futureresults, performance or achievements will be as discussed in those statements.Our actual results may differ materially from those anticipated in these forward-looking statements asa result of the risks faced by us. We, the Manager, Underwriter, Placement Agent, PrimarySub-Underwriters and Primary Sub-Placement Agents disclaim any responsibility to update any ofthose forward-looking statements or publicly announce any revisions to those forward-lookingstatements to re¯ect future developments, events or circumstances. We are, however, subject to theprovisions of the SFA and the Listing Manual of the SGX-ST regarding corporate disclosure. Inparticular, pursuant to Section 241 of the SFA, if after the Prospectus is registered but before theclose of the Invitation, our Company becomes aware of (a) a false or misleading statement or matterin the Prospectus; (b) an omission from the Prospectus of any information that should have beenincluded in it under Sections 243 and 244 of the SFA; or (c) a new circumstance that has arisensince the Prospectus was lodged with the Authority and would have been required by Sections 243or 244 of the SFA to be included in the Prospectus, if it had arisen before the Prospectus was lodgedand that is materially adverse from the point of view of an investor, our Company may lodge asupplementary or replacement prospectus with the Authority.12

SELLING RESTRICTIONSThis Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Sharesin any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to anyperson to whom it is unlawful to make such offer, solicitation or invitation. No action has been or willbe taken under the requirements of the legislation or regulations of, or of the legal or regulatoryauthorities of any jurisdiction, except for the lodgement and/or registration of this Prospectus inSingapore in order to permit a public offering of the New Shares and the public distribution of thisProspectus in Singapore. The distribution of this Prospectus and the offering of the New Shares incertain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who maycome into possession of this Prospectus are required by the Company, the Manager, theUnderwriter, the Placement Agent, the Primary Sub-Underwriters and the Primary Sub-PlacementAgents to inform themselves about, and to observe and comply with, any such restrictions.13

DETAILS OF OUR INVITATIONLISTING ON THE SGX-STWe have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares alreadyissued as well as the New Shares and the Option Shares, on the SGX-ST. Such permission will begranted when our Company has been admitted to the Of®cial List of the SGX-ST. Our acceptance ofapplications will be conditional upon, inter alia, the SGX-ST granting permission to deal in, and forquotation of, all our existing issued Shares, the New Shares and the Option Shares. Monies paid inrespect of any application accepted will be returned to you at your own risk without interest or anyshare of revenue or other bene®t arising therefrom if the said permission is not granted and you willnot have any claims against us, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters or the Primary Sub-Placement Agents.The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinionsexpressed or reports contained in this Prospectus. Admission to the Of®cial List of the SGX-ST is notto be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Group'sassociated companies, our Shares, the New Shares or the Option Shares.A copy of this Prospectus has been lodged with and registered by the Authority. The Authorityassumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by theAuthority does not imply that the SFA, or any legal or regulatory requirements, have been compliedwith. The Authority has not, in any way, considered the merits of our Shares, the New Shares or theOption Shares, as the case may be, being offered or in respect of which an invitation is made, forinvestment.We are subject to the provisions of the SFA and the Listing Manual of the SGX-ST regarding corporatedisclosure. In particular, if after this Prospectus is registered but before the close of the Invitation, webecome aware of:±(a) a false or misleading statement or matter in this Prospectus;(b)(c)an omission from this Prospectus of any information that should have been included in it underSections 243 or 244 of the SFA; ora new circumstance that has arisen since this Prospectus was lodged with the Authority whichwould have been required by Sections 243 or 244 of the SFA to be included in this Prospectus ifit had arisen before this Prospectus was lodged,that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement prospectus with the Authority pursuant to Section 241 of the SFA.Where the Authority issues a stop order pursuant to Section 242 of the SFA, and(a) in the case where the New Shares have not been issued to the applicants, the applications of theNew Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelledand our Company shall, within 14 days from the date of the stop order, pay to the applicants allmonies the applicants have paid on account of their applications for the New Shares; or(b) in the case where the New Shares have been issued to the applicants, the issue of the NewShares pursuant to the Invitation shall be deemed to be void and our Company shall, within 14days from the date of the stop order, pay to the applicants all monies paid by them for the NewShares.Such monies paid in respect of your application will be returned to you at your own risk, withoutinterest or any share of revenue or other bene®t arising therefrom, and you will not have any claimagainst us, the Manager, the Underwriter, the Placement Agent, the Primary Sub-Underwriters or thePrimary Sub-Placement Agents.14

This Prospectus has been seen and approved by our Directors and they individually and collectivelyaccept full responsibility for the accuracy of the information given in this Prospectus and con®rm,having made all reasonable enquiries, that to the best of their knowledge, information and belief, thefacts stated and opinions expressed in this Prospectus are fair and accurate in all material respects asat the date of this Prospectus and that all expressions of opinion, intention and expectation containedherein are honestly held and made after due and careful consideration, and that this Prospectusconstitutes a full and true disclosure of all the material facts of this Invitation as at the date of thisProspectus and that there are no other material facts the omission of which would make anystatement in this Prospectus misleading.Neither our Company, the Manager, the Underwriter, the Placement Agent, nor any other partiesinvolved in the Invitation is making any representation to any person regarding the legality of aninvestment in our Shares by such person under any investment or other laws or regulations. Noinformation in this Prospectus should be considered as being business, legal or tax advice regardingan investment in our Shares. Each prospective investor should consult his own professional or otheradvisers for business, legal or tax advice regarding an investment in our Shares.No person has been or is authorised to give any information or to make any representation notcontained in this Prospectus in connection with the Invitation and, if given or made, such informationor representation must not be relied upon as having been authorised by our Company or the Manager.Neither the delivery of this Prospectus and the Application Forms nor any documents relating to theOffer or the Placement nor the Invitation shall, under any circumstances, constitute a continuingrepresentation or create any suggestion or implication that there has been no change in our affairsor in any statements of fact or information contained in this Prospectus since the date of thisProspectus. Where such changes occur, we will promptly make an announcement of the same tothe SGX-ST and/or the Authority and the public and, if required, lodge a supplementary document orreplacement document pursuant to Section 241 of the SFA and take immediate steps to comply withSection 241 of the SFA. All applicants should take note of any such announcement and, upon releaseof such an announcement, shall be deemed to have notice of such changes. Save as expressly statedin this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to ourfuture performance or policies.This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied uponby any persons other than the applicants in connection with their application for the New Shares or forany other purpose. This Prospectus does not constitute an offer, solicitation of, or invitation tosubscribe for the New Shares in any jurisdiction in which such offer or invitation isunauthorised or unlawful nor does it constitute an offer, solicitation or invitation to any personto whom it is unlawful to make such offer, solicitation or invitation.Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,subject to availability, during office hours, from:±UOB ASIA LIMITED1 Raf¯es Place # 13-01OUB CentreSingapore 048616and from members of the Association of Banks in Singapore, members of the SGX-ST and merchantbanks in Singapore. A copy of this Prospectus is also available on the SGX-ST website (http://www.sgx.com).The Application List will open at 10.00 a.m. on 4 February 2004 and will remain open until 12.00noon on the same day or for such further period or periods as our Directors may, in consultationwith the Manager, decide, subject to any limitation under all applicable laws. Where asupplementary document or replacement document is lodged with the Authority, theApplication List shall be kept open for at least another 14 days after the lodgement of thesupplementary document or replacement document.15

INDICATIVE TIMETABLE FOR LISTINGIn accordance with the SGX-ST's News Release of 28 May 1993 on the trading of initial public offeringshares on a ``when issued'' basis, an indicative timetable is set out below for the reference ofapplicants:±Indicative date/timeEvent4 February 2004, 12.00 noon Close of Application List5 February 2004 Balloting of applications, if necessary (in the event of an oversubscriptionfor the Offer Shares)6 February 2004, 9.00 a.m. Commence trading on a ``when issued'' basis17 February 2004 Last day of trading on a ``when issued'' basis18 February 2004, 9.00 a.m. Commence trading on a ``ready'' basis23 February 2004 Settlement date for all trades done in respect of the Shareson a ``when issued'' basis and for all trades done on a``ready'' basis on 18 February 2004The above timetable is only indicative as it assumes that the closing of the Application List will be4 February 2004, the date of admission of our Company to the Of®cial List of SGX-ST will be 6February 2004, the SGX-ST's shareholding spread requirement will be complied with and the NewShares will be issued and fully paid-up prior to 6 February 2004. The actual date on which theShares will commence trading on a ``when issued'' basis will be announced when it is con®rmed bythe SGX-ST.The above timetable and procedures may be subject to such modi®cation as the SGX-ST may, in itsabsolute discretion, decide, including the decision to permit trading on a ``when issued'' basis and thecommencement of such trading.The Invitation will open from 28 January 2004 to 4 February 2004.Investors should consult the SGX-ST's announcement on the ``ready'' trading date on the SGX-STwebsite (http://www.sgx.com), INTV or the newspapers, or check with their brokers on the date onwhich trading on a ``ready'' basis will commence. In the event of a change in the timing of the closeof the Application List or the shortening or extension of the time period during which the Invitation isopen, we will publicly announce the same:±(i)(ii)through a MASNET announcement to be posted on the Internet at the SGX-ST website(http://www.sgx.com); andin a local English newspaper, namely The Straits Times.All persons trading in our Shares on a ``when issued'' basis, do so at their own risk. In particular,persons trading in our Shares before their Securities Accounts with CDP are credited with therelevant number of Shares do so at the risk of selling Shares which neither they nor theirnominees, as the case may be, have been allotted or are otherwise bene®cially entitled to.Such persons are also exposed to the risk of having to cover their net sell positions earlier if``when issued'' trading ends sooner than the indicative date mentioned above. Persons whohave a net sell position traded on a ``when issued'' basis should close their position on orbefore the ®rst day of ``ready'' basis trading.We will publicly announce the level of subscription and the basis of allotment of the New Sharespursuant to the Invitation, as soon as it is practicable after the close of the Application List:±(i)(ii)through a MASNET announcement to be posted on the Internet at the SGX-ST website(http://www.sgx.com); andin a local English newspaper, namely The Straits Times.16

PROSPECTUS SUMMARYThis following summary is quali®ed in its entirety by, and is subject to, the more detailed informationand ®nancial statements (including the notes thereto) appearing elsewhere in this Prospectus. Termsde®ned elsewhere in this Prospectus have the same meanings when used herein. Prospectiveinvestors should carefully consider all the information presented in this Prospectus, particularly thematters set out under ``Risk Factors'' beginning on page 26 of this Prospectus, before making aninvestment decision.OUR GROUPOur Company, Global Active, is an investment holding company. Our business is carried out throughour subsidiaries, Victoria House and Nutri-Active, and our Group's overseas associated companies,Nutri-Active (M), Victoria House (M) and Victoria House (B). In addition, Global Active acquired theentire issued share capital of Victoria House (C) in December 2002 and Victoria House acquired theentire issued share capital of USB on 1 December 2003.OUR BUSINESSOur Group is engaged in the retail and wholesale distribution of nutraceutical products.``Nutraceuticals'' is a category of healthcare products that encompasses nutritional supplements,vitamins, minerals, herbs and functional foods that have nutritional or general health bene®ts.Our products are sold to the retail market through our GNC retail outlets. Retail sales accounted forapproximately 92.6% of our sales for FY 2003.We also distribute nutraceutical products to local clinics, local hospitals and overseas customers.Wholesale distribution activities accounted for approximately 7.4% of our sales for FY 2003.Currently, our Group is the sole GNC franchisee in Singapore, Malaysia, Brunei and certain US militaryand naval bases in Japan and Korea. The GNC Group comprises the largest U.S. specialty retailer ofvitamins, minerals, herbal supplements, sports nutrition supplements, as well as many personal careand related products.In September 2002, Nutri-Active secured exclusive distribution rights from INC Agency B.V. for thedistribution of INC products in the PRC and Hong Kong and we have appointed a sub-distributor forthe purposes of such distribution. In December 2002, Victoria House (C) secured exclusive distributionrights from GNC Inc for the distribution of GNC products in the PRC (excluding Hong Kong, Macauand US military bases therein). Our Group's intention is to appoint sub-distributors and wholesalers inthe various key cities in the PRC, to distribute such GNC products in the PRC. The distribution ofGNC products and INC products is, however, subject to the obtaining of product registration forsuch products in the PRC. We have engaged APCO Asia Ltd to assist us in applying for suchregistration for GNC products and our sub-distributor for the INC products is in the process ofapplying for such registration for INC products.With the acquisition of USB on 1 December 2003, Victoria House operates 12 GNC retail outlets incertain US military and naval bases in Japan and Korea.Products we sell include:±. GNC ProductsAs a GNC franchisee, GNC products account for approximately 60% of our range ofnutraceutical products.17

To meet the varied needs of our customers, we also offer non-GNC products:±. Third Party ProductsWe also sell and distribute nutraceutical products of other international brands which includebrands such as Solaray, Pycnogenol, EAS, MuscleTech and Earth's Bounty. Products carriedunder third party international brands sold and/or distributed by us account for approximately37% of our product range.. Proprietary L.A.C. ProductsWe started to develop our proprietary products under the brand name of L.A.C. in 1997 to caterto various nutraceutical product niches in the market. Our L.A.C. products which aremanufactured by established GMP-certi®ed manufacturers in the US and Europe, account forapproximately 3% of our product range.For details on the contribution from each of these product segments to our sales, please refer topages 71 and 72 of this Prospectus.OUR COMPETITIVE STRENGTHS. We are the franchisee for a global nutraceutical brandWe are currently the only GNC franchisee in Singapore and for certain US military and navalbases in Japan and Korea. Through Victoria House (M) and Victoria House (B), we are alsocurrently the only GNC franchisee in Malaysia and Brunei respectively. The GNC Groupcomprises the largest U.S. specialty retailer of nutraceutical products. As a franchisee of aglobal brand name, we are in a good position to source for, negotiate and provide the latestavailable nutraceutical products to our customers in the region.Our Group also has exclusive distributorship rights from GNC for the territories of Singapore,Malaysia, Brunei and the PRC (excluding Hong Kong, Macau and US military bases therein).Nutri-Active is currently the sole supplier of nutraceutical products to 12 existing GNC retailoutlets located in various US military and naval bases in Japan and Korea operated by USB,more details of which are set out on page 88 of this Prospectus.. We have a strong track record in SingaporeWe are an established nutraceutical retailer in Singapore. From just 4 GNC retail outlets in 1995,we have expanded to a chain of 56 GNC retail outlets in Singapore as at the Latest PracticableDate, making us the largest specialty retailer of nutraceutical products in the country. Oursubsidiary, Victoria House, has received numerous awards from the GNC Group, for itssuccessful retailing efforts over the last 5 years.. We offer a broad range of productsAn important factor contributing to our success is our wide range of nutraceutical products. Wecontinuously seek to address the evolving needs and tastes of our customers by broadening ourproduct base through sourcing for and making available at our GNC retail outlets, the latestavailable nutraceutical products. With a range of over 1,500 products, we believe we are ableto adequately cater to the needs of our customers.. Our GNC retail outlets are strategically locatedTo ensure that our customers are able to purchase our products as conveniently as possible, ourGNC retail outlets are generally situated at highly visible and easily accessible locations, forexample in the shopping districts, central business district, town centres, supermarkets andhyper-marts.18

. We adopt a customer-service oriented approach in salesOur customers' needs are our top priority. To ensure that members of our staff are able to delivergood service to our customers, they undergo various structured training programmes to beeducated on the fundamentals of nutrition, product speci®cations and customer handling. Wealso have a team of nutritionists to answer queries that our customers may have regarding ourproducts.. We have a strong management team who is familiar with the healthcare industryMembers of our key management team, Mr Nicholas Sims Leese (our Chairman), Ms CynthiaPoa Kheng Bee (our Chief Executive Of®cer) and Ms Serene Ali Tan (our Chief OperatingOf®cer) have many years of healthcare-related experience. Ms Cynthia Poa Kheng Bee is anutritionist with more than 20 years of experience in the nutraceutical industry. Mr NicholasSims Leese and Ms Serene Ali Tan secured the GNC franchise and distribution rights for ourGroup and have been involved in the nutraceutical distribution business for more than 7 years.Together, their leadership and contribution have been instrumental in establishing our Group asthe largest specialty retailer of nutraceutical products in Singapore.. We have a team of knowledgeable and experienced managersEach of our core team of retail and wholesale managers within our Group has more than 10years of experience in the nutraceutical industry. They have extensive experience in setting upand managing retail outlets, and the necessary knowledge of nutrition to identify andunderstand the needs of our customers.. We have a loyal customer baseWe have accumulated a loyal customer base for our retail business. As at the Latest PracticableDate, we have over 175,000 members in our GNC VIP Card programme. Out of this total,approximately 20% are recurring customers, de®ned as those members who purchased ourproducts at least 4 times within the last year.OUR BUSINESS STRATEGYOur Group's strategy is geared towards becoming the market leader in supplying quality and brandednutraceutical products to our customers in the region while continuing to generate growth in our salesand to increase our pro®tability.The key elements of our strategy are as follows:±. Build on our good relationship with the GNC GroupAs a GNC franchisee, our relationship with, and support of our franchisor is key. Our Group willendeavour to continue to foster a good relationship with the GNC Group. With GNC Inc'scontinued marketing and promotional support, it is our intention to aggressively expand ouroperations and enhance the standing of the GNC brand in the markets we operate in.. Increase our market share in the nutraceutical products segmentWe aim to do this by:±Ð continuing to emphasize sales of our existing brands;Ð expanding the range of our product offerings;Ð enhancing the brand awareness of our products through aggressive marketing;Ð locating our retail outlets at highly visible and easily accessible venues;Ð continuing to focus and improve on the level of our customer service; andÐ increasing our staff training on product knowledge and customer handling.19

. Secure more exclusive distribution rights for nutraceutical productsWe believe that retail customers tend to view specialty nutraceutical chains like ours morefavourably compared to mass marketers or general retailers of nutraceutical products. Onereason for this is that some of the brands we carry are sold exclusively through our GNC retailoutlets (i.e. they are not available through mass marketers). In this regard, we are constantly onthe look-out for new opportunities to secure exclusive distribution rights from established andleading nutraceutical manufacturers.. Offer a variety of brands and productsOur Group currently offers a variety of brands and products that we believe has enabled us tosuccessfully attract customers to our GNC retail outlets. We intend to continue expanding ourproduct range by increasing the lines of products under our existing product brands andsigning up new brands.. Capitalise on strong regional growthWe believe that there is a signi®cant growth opportunity for the sale of nutraceutical products inthe region. Our Group plans to continue to pursue regional retail sales by opening up more GNCretail outlets in Singapore, Malaysia, Brunei and other US military and naval bases in Japan andKorea and, subject to the legal framework in the PRC, to enter into joint ventures to open retailoutlets in the PRC.We also plan to expand our wholesale distribution of third party international and our proprietaryL.A.C. brands of nutraceutical products in other regional countries such as Hong Kong, India,Indonesia, Japan, Korea, the Philippines, the PRC, Taiwan and Thailand. Where opportunitiesarise, we will also look into securing more GNC franchises for countries in the Asia-Paci®cregion including acquiring existing GNC franchises in this region.OUR FUTURE PLANSOur Group aims to capitalise on the favourable demographic and social trends that we believe aredriving the demand for nutraceutical products regionally and globally. These trends include greaterawareness of preventive healthcare resulting from higher educational and af¯uence levels as well asexposure to the more sophisticated markets of Europe, Australia and the U.S. during travels.. Retail BusinessWe plan to expand our retail business in the following countries:±SingaporeAs at the Latest Practicable Date, our Group has already established an extensive network of 56GNC retail outlets island-wide. In order to further penetrate the market and in accordance withour Development Agreement for Singapore with GNC Inc, we intend to open a further 8 GNCretail outlets in Singapore by 1 January 2005. We will also be constantly on the look-out foropportunities to increase the ¯oor size of our current retail outlets, as well as to relocate someof our existing retail outlets to better locations.Apart from increasing the number of our GNC retail outlets, we also intend to continue to expandour market share by conducting more product seminars and organising more promotions.MalaysiaAs at the Latest Practicable Date, through our Group's associated company Victoria House (M),we have opened 13 GNC retail outlets in Malaysia. As the Malaysian economy strengthens andas we continue to promote the brand names of the products we carry in Malaysia, we believethat the country offers good potential for our revenue growth.20

To increase our market share in Malaysia and in accordance with the Development Agreementfor Malaysia with GNC Inc, we intend to open a total of 11 more GNC retail outlets in Malaysia by31 December 2004. In order to do so, we will aggressively look for suitable locations,concentrating ®rst on the capital Kuala Lumpur and eventually, on all the main cities of Malaysia.BruneiAs at the Latest Practicable Date, through our Group's associated company Victoria House (B),we have opened our ®rst GNC retail outlet at SupaSave Gadong in Bandar Sri Begawan. VictoriaHouse (B) is in the process of executing an agreement with GNC Inc to allow us to open 2 moreGNC retail outlets in Brunei by 31 December 2004.PRCThrough our wholly-owned subsidiary Victoria House (C), we have, in December 2002, enteredinto a Development Agreement with GNC Inc relating to the establishment and operation ofGNC retail outlets in the PRC (excluding Hong Kong, Macau and US military bases therein).Currently, we are in the process of registering various nutraceutical products in the PRC as suchregistration is required before we can sell those products in the PRC market. We have engagedAPCO Asia Ltd, to undertake on behalf of Victoria House (C), the product registration of up to300 nutraceutical products in the PRC. It is also the intention of our Group to embark on anaggressive outlets-opening programme in the key cities in the PRC including Shanghai, Beijing,Guangzhou and Shenzhen once we obtain the registration for a suf®cient number ofnutraceutical products. Depending on the legal environment in the PRC, we intend to enter intojoint ventures to operate retail outlets in these cities and to appoint sub-distributors in thesecities to distribute nutraceutical products directly in the PRC.Asia-Paci®cWe have, on 1 December 2003, acquired USB which has the GNC franchise rights and businessin respect of 12 existing GNC retail outlets in certain US military and naval bases in Japan andKorea. As at the date of this Prospectus, of the said 12 GNC retail outlets, 8 are located in USmilitary and naval bases in Japan and 4 are located in US military bases in Korea.It is the intention of our Group to open more GNC retail outlets in other US military and navalbases in Japan and Korea as and when such opportunities arise. For more details, please referto pages 64 and 83 of this Prospectus.We also intend to continue to actively survey and study the possibility of acquiring other GNCfranchises for territories in the Asia Paci®c region as and when such opportunities arise.. Wholesale Distribution BusinessWe intend to market third party international brands and our proprietary L.A.C. brand ofnutraceutical products through our existing distribution network around Asia:±PRCWe have in December 2002 entered into a Distribution Agreement with GNC Inc in relation to theexclusive distribution rights for GNC products in the PRC (excluding Hong Kong, Macau and USmilitary bases therein). Our Group intends to appoint sub-distributors and wholesalers in variouskey cities in the PRC to undertake the distribution of nutraceutical products once productregistration in the PRC for those products are obtained.21

We have secured exclusive distribution rights from INC Agency B.V. for certain INC products forthe PRC. In connection with such rights, we have appointed a sub-distributor to distribute INCproducts in the PRC. Our sub-distributor is in the process of obtaining registration for suchproducts in the PRC. If registration is obtained, they will distribute INC products through theircurrent distribution network.In addition, we have also secured exclusive distribution rights from several third partyinternational brands such as ``MuscleTech'', for the distribution of their products in the PRC,which is similarly subject to product registration being obtained in the PRC for such products.Asia-Paci®cWe will intensify our efforts in the wholesale distribution of our third party international brandsand our proprietary L.A.C. brand of nutraceutical products in countries such as Hong Kong,India, Indonesia, Japan, Korea, the Philippines, the PRC, Taiwan and Thailand. If we aresuccessful in penetrating these markets, we will endeavour to secure exclusive distributionrights as well as identify and appoint suitable partners to carry out our distribution plans inthese countries.. Strategic Alliance with Osim International LtdIn April 2003, Osim acquired 29.9% of the issued and paid-up share capital of our Companyfrom our controlling shareholder, Healthcare. We view such acquisition as bene®cial for ourGroup as we enter the next phase of our growth into the region, especially the PRC. We arecon®dent that this alliance will position us well to tap the growing demand in the healthylifestyle and personal enhancement market.. Increased Awareness of Health IssuesThe Severe Acute Respiratory Syndrome (``SARS'') outbreak in Singapore and the region hasresulted in an increase in awareness and knowledge of the population here and in the region,of the need to lead a healthy lifestyle and to include dietary supplements in their diet to supporttheir immunity system. With this increase in awareness, we will intensify our efforts to makeavailable more and a wider range of products to our customers.OUR FINANCIAL PERFORMANCEThe following table presents a summary of the ®nancial performance for our Group. They should beread in conjunction with, inter alia, the sections on ``Summary of Proforma Financial Information of ourGroup'' (pages 37 and 38 of this Prospectus), ``Management's Discussion and Analysis of Results ofOperations and Financial Positions'' (pages 39 to 50 of this Prospectus), ``Report on Examination ofthe Proforma Financial Statements of the Group'' (pages 130 and 131 of this Prospectus) and``Proforma Financial Statements of the Group'' (Appendix D of this Prospectus).($'000) 2001 2002 2003Sales 28,409 42,010 50,348Pro®t before taxation 2,623 3,918 5,306Taxation (663) (1,081) (1,206)Pro®t for the ®nancial year 1,960 2,837 4,100FY22

THE INVITATIONIssue Size : 40,000,000 New Shares. The New Shares, upon issue andallotment, will rank pari passu in all respects with the existingissued Shares.Issue Price : $0.26 for each New ShareThe Invitation : The Invitation comprises an offering of:±4,000,000 Offer Shares, offered to members of the public inSingapore;32,000,000 Placement Shares (excluding Reserved Shares),reserved for placement to members of the public and institutionalinvestors in Singapore; and4,000,000 Reserved Shares, reserved for our employees, businessassociates and others who have contributed to the success of ourGroup.Purpose of our Invitation : The purpose of our Invitation is to secure admission of ourCompany to the Of®cial List of the SGX-ST. Our Directors are ofthe view that the listing of our Company and the quotation of ourShares on the SGX-ST will enhance the public image of our Groupand enable us to tap the capital markets for our expansion. TheInvitation will also provide members of the public, our employees,business associates and others who have contributed to thesuccess of our Group, with an opportunity to participate in theequity of our Company.Use of proceeds : The net proceeds from the sale of the New Shares (after deductingour Company's share of the estimated issue expenses of$1.4 million) is approximately $9.0 million.We intend to use the net proceeds from our Invitation in thefollowing manner:±(a)(b)(c)approximately $3.5 million for expansion of our retail activitiesin Singapore and the region. Our plans may include the settingup and/or the acquisition of GNC retail outlets. As at theLatest Practicable Date, we have not entered into anyacquisition related agreements with any party for which weintend to use the net proceeds to ®nance;approximately $2.5 million for expansion of our regionalwholesale activities; andthe balance for use as working capital.Please refer to `Òur Future Plans'' on pages 20 to 22 of thisProspectus.Pending the deployment of the net proceeds from the issue of theNew Shares, the funds will be placed in short-term deposits withbanks and ®nancial institutions or invested in money marketinstruments or used for our working capital requirements as ourDirectors may deem ®t at their absolute discretion.Listing status : Our Shares will, on admission of our Company to the Of®cial List ofthe SGX-ST, be quoted in Singapore dollars on the Main Board ofthe SGX-ST.23

PLAN OF DISTRIBUTIONThe Issue Price is determined by us in consultation with the Manager, based on market conditions andestimated market demand for our Shares determined through a book-building process. The IssuePrice is the same for each New Share and is payable in full on application.There are no arrangements whereby the number of Shares being offered pursuant to this Invitationmay be increased by the exercise of an underwriter's over-allotment option.(A)Offer SharesThe Offer Shares are made available to the members of the public in Singapore for subscriptionat the Issue Price. The terms and conditions and procedures for application and acceptance aredescribed in Appendix A of this Prospectus.In the event of an under-subscription for the Offer Shares as at the close of the Application List,the number of Offer Shares not subscribed for shall be made available to satisfy excessapplications for the Placement Shares to the extent there is an over-subscription for thePlacement Shares as at the close of the Application List.In the event of an over-subscription for the Offer Shares as at the close of the Application Listand the Placement Shares are fully subscribed or over-subscribed as at the close of theApplication List, the successful applications for the Offer Shares will be determined by ballot orotherwise as determined by our Directors and approved by the SGX-ST.Pursuant to the terms and conditions contained in the Management and Underwriting Agreementsigned between our Company, the Manager and the Underwriter dated 27 January 2004, UOBAsia has agreed to underwrite our Offer Shares. UOB Asia may, at its absolute discretion,appoint one or more sub-underwriters for the Offer Shares.(B)Placement Shares (excluding Reserved Shares)The Placement Shares (excluding Reserved Shares) are reserved for placement to members ofthe public and institutional investors in Singapore.Application for the Placement Shares may only be made by way of an application form. Theterms and conditions and procedures for application and acceptance are described inAppendix A of this Prospectus.Pursuant to the terms and conditions in the Placement Agreement signed between our Companyand the Placement Agent dated 27 January 2004, the Placement Agent has agreed to subscribefor and/or procure subscribers for the Placement Shares (including Reserved Shares) at the IssuePrice. UOB Asia may, at its absolute discretion, appoint one or more sub-placement agents forthe Placement Shares.In the event of an under-subscription for the Placement Shares as at the close of the ApplicationList, the number of Placement Shares not subscribed for shall be made available to satisfyexcess applications for the Offer Shares to the extent that there is an over-subscription for theOffer Shares as at the close of the Application List.Subscribers of the Placement Shares (excluding Reserved Shares) may be required to paybrokerage of 1.0% of the Issue Price to the Primary Sub-Placement Agents.24

(C)Reserved SharesTo recognise the contributions made to our Group, we have reserved 4,000,000 PlacementShares for subscription by our employees, business associates and others who havecontributed to the success of our Group at the Issue Price. These Reserved Shares are notsubjected to any moratorium and may be disposed of after the admission of our Company tothe Of®cial List of the SGX-ST. However, none of them will be offered more than 5% of thetotal New Shares.In the event any of the Reserved Shares are not taken up, they will be made available to satisfyexcess applications for the Placement Shares to the extent there is an over-subscription for thePlacement Shares as at the close of the Application List, or, in the event of an undersubscriptionfor the Placement Shares as at the close of the Application List, to satisfy excessapplications made by members of the public for the Offer Shares to the extent there is an oversubscriptionfor the Offer Shares as at the close of the Application List.To the best of our knowledge and belief, we are not aware of any person who intends tosubscribe for Shares in the Invitation amounting to more than 5% of the New Shares. However,through a book-building process to assess market demand for our Shares, there may beperson(s) who may indicate his interest to subscribe for more than 5% of the New Shares. Ifsuch person(s) was to make an application for more than 5% of the New Shares pursuant tothe Invitation and subsequently allotted such number of Shares, we will make the necessaryannouncements at an appropriate time. The ®nal allocation of Shares will be in accordance tothe shareholding spread and distribution guidelines as set out in Clause 210 of the SGX-STListing Manual.Further, no Shares shall be allotted on the basis of this Prospectus later than six months after thedate of registration of this Prospectus.25

RISK FACTORSPrior to making an investment decision, prospective investors should carefully read the entireProspectus and consider, among other things, certain considerations including but not limited tothose set out below with respect to an investment in our Company.To the best of the knowledge and belief of all our Directors, all risk factors which are material toinvestors in making an informed judgement on our Company are set out below.If any of the following considerations and uncertainties develops into actual events, our business,®nancial conditions or results of operations may be materially and adversely affected. In suchcircumstances, the trading price of our Shares could decline due to any of these considerations, andyou may lose all or part of your investment.RISKS RELATING TO OUR PRODUCTSOur products may be the subject of complaints from customersOur products may from time to time, be the subject of complaints from customers alleging illness,allergy or other adverse reactions after consuming nutraceutical products distributed by us. Theadverse publicity arising from such allegations could materially affect our business, regardless ofwhether these allegations are true or valid or not. Such complaints from customers and the badpublicity resulting therefrom could reduce our customer sales and hence our pro®ts.The sale of our products may be affected by publication of negative reportsThe mere publication of reports asserting or alleging that our products or that nutraceutical productsin general (even if not sold by us) may be harmful, could have a negative effect on our sales,regardless of whether such reports are scienti®cally supported and regardless of whether the harmfuleffects are restricted to the products sold by other companies, or not. The resultant decrease in orloss of sales of the affected products will have a material adverse ®nancial effect on our Group.We are exposed to potential product liability claimsWe sell and distribute nutraceutical products. Our Group, like any other retailer, distributor ormanufacturer of products that are designed to be ingested, faces an inherent risk of exposure toproduct liability claims in the event that the use of our products results in injury. If the insurancecoverage we have to cover product liability claims is not adequate, such claims could have amaterial adverse ®nancial impact on our Group.In the event that product liability claims are investigated by the relevant authority and our products arefound to have caused the harm, we may be ®ned by the authorities, licences issued to us may berevoked, our operations may be suspended and our of®cers may be subject to penal sanctions.Product liability lawsuits could also damage our reputation and result in the loss of our competitiveedge.We are exposed to the risk that product labels may not be totally truthfulThe import and sale of nutraceutical products and supplements in Singapore is largely a self-regulatedindustry insofar as sellers are required to know whether a product sold contains substances which areprohibited or controlled. Although the list of ingredients of the products we intend to import and sellare reviewed by our staff to ensure compliance with, inter alia the Poisons Act (Cap. 234), theMedicines Act (Cap. 176), the Sale of Drugs Act (Cap. 282) and the relevant subsidiary legislations,and we conduct random laboratory tests to verify the accuracy of the labelling, we cannot eliminatethe possibility that the products we import or sell may be contaminated or may inadvertently containsubstances that are prohibited or controlled. In the event that this happens, we may be ®ned by theauthorities, our of®cers may be subject to penal sanctions, licences issued to us may be revoked orour operations may be suspended. All these will have an adverse impact on our ®nancial position andresults. Please see ``Government Regulations'' on pages 118 to 120 of this Prospectus for moredetails on the relevant legislations affecting us.26

RISKS ARISING FROM OUR RELATIONSHIP WITH GNC INCWe are reliant on GNC Inc, who is our largest supplierAs a GNC franchisee, GNC Inc is our largest supplier. Our purchases of GNC products accounted forapproximately 35.8%, 28.9% and 29.1% of our Group's purchases for the years ended 31 March2001, 31 March 2002 and 31 March 2003 respectively. In the event that GNC Inc is not able to orrefuses to ful®ll our purchase orders, we will not be able to replenish our supply of GNC products.Our inability to purchase the required quantity of GNC products to satisfy the demand for suchproducts will result in loss of sales. This may have an adverse ®nancial impact on our Group'searnings.We are reliant on GNC brand nameWe operate our retail outlets under the GNC name. We are dependent on the good standing of theGNC brand name. In the event that the GNC brand name is adversely affected for instance, due toadverse publicity or decreased customer acceptance, our standing in the nutraceutical industry mayalso be tarnished considerably and our business will be materially and adversely affected.We are governed by the terms of our Development, Distribution and Franchise Agreements withGNC IncAs a GNC franchisee and distributor, our operations in Singapore, Malaysia and Brunei are subject tothe terms of our Development, Distribution and Franchise Agreements with GNC Inc, more details ofwhich are set out on pages 84 to 88 of this Prospectus. Our close association with GNC Inc exposesus to the following risks:±(i) if the Franchise Agreements, Development Agreements and/or Distribution Agreements are notrenewed when they expire or are terminated in the event we inadvertently fail to comply withthe terms thereof, we will be unable to carry on operating the GNC franchise and this in turnwill have a material adverse effect not only on our Group's profitability but possibly on ourGroup's ability to continue carrying on business on its present terms. In particular, if theFranchise Agreements or Development Agreements are terminated or expire and are notrenewed, the non-compete restrictions in these agreements will restrict the ability of therelevant company in our Group within a period of one year of the termination of the FranchiseAgreement or Development Agreement (as the case may be) and within the relevantgeographical limits specified in each of these agreements, from inter alia, carrying on orengaging in any business that offers for sale goods or services similar to those offered by aGNC retail outlet. Such restriction may have an adverse financial impact on our Group;(ii) although we have zero-timed all our Franchise Agreements to commence from August 2001where they existed before that date, if a Franchise Agreement in relation to any GNC retailoutlet is terminated, before it expires, in the event we inadvertently fail to comply with theterms thereof, GNC Inc may require us to assign the lease relating to such GNC retail outlet toGNC Inc or such other party as GNC Inc may direct. If a substantial number of or all of ourFranchise Agreements are so terminated and our lease agreements are so assigned, ouroperations and financial results may be materially adversely affected;(iii)(iv)as an amount equivalent to a percentage of GNC Inc's then prevailing franchise fee rates ispayable for the renewal of each Franchise Agreement, depending on the then prevailingfranchise fee rates, the cost to our Group in seeking such renewal may have a material adversefinancial effect on our Group;in the event the Development Agreement, Distribution Agreement and Franchise Agreementswith GNC Inc are, upon expiry, not renewed on the same terms and conditions as the existingDevelopment Agreement, Distribution Agreement and Franchise Agreements with GNC Inc,depending on the new terms and conditions imposed, the development fee, monthly servicefee and/or royalty fee (as the case may be) payable by us to GNC Inc under each renewedDevelopment Agreement, Distribution Agreement or Franchise Agreement with GNC Inc, theminimum purchase orders required from us under each new Distribution Agreement and theprice of products to be purchased by us under each new Distribution Agreement, may beincreased. Such increase may have a material adverse financial effect on our Group;27

(v)(vi)(vii)in the event the respective Distribution Agreements are not renewed when they expire or areterminated before such expiration, we cannot guarantee that our Group will be able to procureGNC products for sale at our GNC retail outlets. This will have a material adverse impact on ouroperations and financial results;each Development Agreement and each Distribution Agreement is for a relatively short durationand generally shorter duration than the Franchise Agreements. If the Development Agreement orDistribution Agreement in relation to a territory such as Singapore, Malaysia, Brunei or the PRCis terminated or expires and is not renewed, notwithstanding our ability to carry on operating theGNC retail outlets (including through joint ventures we may enter into in the PRC) under eachFranchise Agreement in relation to such territory that subsists at such time, we will:±(a)lose our exclusive rights to operate GNC retails outlets in such territory (including throughjoint ventures we may enter into in the PRC) as a termination of the DevelopmentAgreement allows GNC Inc to enter such territory or to license others to enter into suchterritory and operate retail outlets in such territory; or(b) lose our exclusive rights to purchase, sell and distribute GNC products in such territory inthe event of termination of the Distribution Agreement.In such event, the competition from GNC Inc or other third party licensees of GNC Inc may havea material adverse impact on our operations and financial results; andour obligation under the Development Agreements to meet a certain development schedule inthe establishment and operation of GNC retail outlets in a territory is regardless of our salesperformance and pro®tability and hence may restrict our expansion plans or alternatively, mayoblige us to expand more quickly than the market can support in terms of consumer demandfor our products and more quickly than we can recruit, train and retain capable sales personnelto manage these GNC retail outlets. The revenue generated from the new GNC retail outlets mayalso be insuf®cient to cover the costs and expenses that will be incurred in establishing newGNC retail outlets. This will have a material adverse impact on our operations and ®nancialresults.In addition, the parent company of GNC Inc (Royal Numico N.V.) has recently announced that it hascompleted the sale of its interests in GNC Inc to Apollo Management LP, a private equity investment®rm. There is no assurance that there will be no changes to the management of GNC Inc following thechange in the shareholding of GNC Inc or that the existing good working relationship between ourGroup and GNC Inc will be maintained if there is a change in the management of GNC Inc. In theevent our Group is unable to maintain our existing good working relationship with GNC Inc, this willhave a material adverse impact on our operations, future plans and ®nancial results.RISKS RELATING TO OUR BUSINESSWe are dependent on the distribution agreements with our third party suppliers for the sales ofthird party nutraceutical productsBesides being a GNC franchisee, we are also the distributor for more than 70 third party suppliers ofother international brands of nutraceutical products. Approximately 50% of our FY 2003 sales wereattributable to the sales of products supplied by these third party suppliers.Only 2 of the third party suppliers of these international brands namely Sportika Export Inc. and EAS,each contribute more than 5% of our Group's sales for FY 2003. They contribute 7.3% and 6.2%respectively. Our inability to renew our distribution agreements with our third party suppliers ofinternational brands may adversely affect our ®nancial results.We cannot guarantee that we will be able to continue renewing the distribution agreements with thesuppliers of third party international brands as and when they expire. If these agreements expirewithout renewal or are terminated by our suppliers and we are not able to ®nd suitablereplacements, our competitive position will be eroded and our sales will decline. All these wouldhave a material adverse effect on the business prospects, ®nancial condition and operating results ofour Group. Please refer to Appendix B of this Prospectus for the description and salient terms of ourdistribution agreements.28

In addition, there is also no assurance that GNC Inc will continue to allow us to be the distributors ofthese other third party international brands. In the event that we are not allowed to do so, we will notbe able to offer any non-GNC products, thereby decreasing the choices we can offer to ourcustomers. This will adversely affect our sales.Our distribution agreements with some of our suppliers of third party international brands prohibits usduring the term of such distribution agreement, from manufacturing for sale, marketing and/or sellingproducts which compete with those supplied to us by such supplier. In the event of the introduction ofnew products which compete with those supplied to us by such supplier, we may not be able to offersuch new products for sale and this may adversely affect our sales.In addition, currently some of the countries we distribute the products of third party internationalbrands to are not within the territory speci®ed under our distribution agreement with such third partyinternational brands although we obtain ad hoc approval prior to such distribution. In the event that weare unable to amend our distribution agreements of these third party international brands to includeterritories not currently speci®ed in these agreements or if the abovementioned approval given iswithdrawn, our sales may be adversely affected.The costs of most of our products are not ®xedThe costs of most of our products which we acquire from our suppliers are not ®xed or predeterminedaccording to an agreed formula but is subject to prevailing rates or prices quoted by therelevant supplier. Hence, our cost of products may increase or decrease from time to time. In theevent that such increase in costs is not accompanied by a corresponding increase in the sellingprices of such products, the pro®t margins of our Group will be adversely affected.Our leases are subject to renewalOne of our Group's strengths is the prime and strategic locations of our GNC retail outlets. As theseleases are generally short term in nature, we cannot guarantee that we will be able to renew suchleases at competitive rates. In the event that we are unable to renew the existing leases on terms noless favourable than that currently prevailing or we are unable to relocate to other suitable andcomparable locations when our present leases are not renewed, the performance of our Group maybe adversely affected.Our industry is competitiveCompetitors could enter the market at any time. In this regard, there can be no assurance that local,domestic or international competitors (which may include pharmaceutical companies, other suppliersor mass marketers) will not seek to enter or to increase their presence in this industry. Increasedcompetition to our business will affect our sales and could adversely affect our ®nancial results.Please refer to page 80 of this Prospectus for more information on our competitors.In addition, there is also no assurance that our suppliers with whom we have no exclusive distributionrights, will not at any time appoint other distributors or seek to enter into and compete with us in themarkets we operate in or that our suppliers who have appointed us as their exclusive distributor willnot set up their own retail chain when our exclusive distributorship agreement with them expires or isterminated for any reason whatsoever.Our competitors and/or suppliers may also introduce new competing products into the market weoperate in and this may have a material adverse effect on our sales and our ®nancial results. Thereis no assurance that we will obtain distribution rights for any new products which our existingsuppliers may introduce into the markets we operate in.We are potentially susceptible to downturns in economic cyclesNutraceutical products may not be considered as essential medical products. As such, our Group maypotentially be more susceptible to reduced demand in times of economic downturns. While our pro®t29

margins have not been adversely affected by the previous economic downturns in Singapore over thepast 5 years, there is no assurance that this will continue to be the case in the future.We are dependent on our key DirectorsThe management and operations of our Group requires managerial and operational expertise. Inparticular, our business is dependent upon the stewardship and leadership skills of a number of ourExecutive Directors, namely, our Chairman, Mr Nicholas Sims Leese, our Chief Executive Of®cer, MsCynthia Poa Kheng Bee and our Chief Operating Of®cer, Ms Serene Ali Tan. They are responsible forthe implementation of our future business plans and growth strategies. Should any of these keypersonnel voluntarily terminate his or her employment with us or become disquali®ed from acting asa Director of or participating in the management of our Group, and if we are unable to attract suitablyquali®ed personnel as replacements, our business and results could be adversely affected. Pleaserefer to pages 134 to 137 of this Prospectus on possible disquali®cation order against Ms Serene AliTan. Likewise, should we be unable to attract suitably quali®ed personnel to join us in connection withour expansion plans, this could have an adverse impact on our future operations.Our business is dependent on our trained and motivated sales staffOne of the contributing factors to our Group's success is our trained and motivated staff who areequipped with the necessary product knowledge and marketing skills. Should a signi®cant number ofthem voluntarily terminate their employment with us and if we are unable to attract suitably quali®edand motivated personnel as replacements, our marketing and promotional efforts will be adverselyaffected. This in turn will have an adverse effect on the volume of our sales and hence, our operatingresults.We are vulnerable to foreign currency exchange risksFor the year ended 31 March 2003, approximately 83.6%, 12.5% and 1.5% of our purchases weredenominated in US$, Euros and S$ respectively, with the remainder of the purchases beingdenominated in other currencies. For the same period, our sales were denominated in S$. Ourforeign currency exchange risks arise mainly from the mismatch between the currency of our salesand the currency of our cost of goods. Any appreciation of exchange rate of the relevant foreigncurrency against the S$ will adversely affect our pro®t margins.We acquired an overseas subsidiary, Victoria House (C) in December 2002, but such subsidiary hasnot commenced business. Victoria House recently acquired USB which currently operates 12 GNCretail outlets in certain US military and naval bases in Japan and Korea. Our sales in these militaryand naval bases are denominated in US$.In view of our international expansion plan, we may have other overseas subsidiaries in the future. Asour consolidated ®nancial statements are presented in S$ while ®nancial statements of our overseassubsidiaries will be prepared in the respective local currency, the pro®ts we derive from theseoverseas subsidiaries (converted into S$) may be adversely affected should there be anyappreciation in the exchange rate of S$ against these currencies.We may not be able to continually provide products that will meet the evolving needs of ourcustomersAs with other consumer companies, sales of our products are dependent on consumers' demand andare subject to changes in consumer needs. There is no assurance that we will continue to besuccessful in keeping ourselves ahead of, and being up-to-date with the latest developments in thenutraceutical industry.We also cannot guarantee that our efforts in strategic marketing and product expansion will continueto enable us to satisfy the evolving needs of our customers. If we are unable to do so, our sales arelikely to decrease and this will have an adverse impact on our Group's turnover and pro®tability.30

RISKS RELATING TO OUR REGIONAL OPERATIONSOur operations may be affected by the political, social, economic and regulatory conditions inthe countries where we operateOur Group's continued growth is dependent in part on our ability to expand our operations into newmarkets, including regional markets. As such, our future growth and ®nancial performance aredependent on the economic, political and social conditions of those foreign countries in which wehave or will have a presence.Currently, our operations in Malaysia and Brunei are carried out through Victoria House (M), Nutri-Active (M) and Victoria House (B) respectively. We have also recently acquired USB which currentlyoperates 12 GNC retail outlets in certain US military and naval bases in Japan and Korea. Inaddition, we intend to expand our operations into the PRC. Any changes in the policies of thegovernments of these countries, ¯uctuation in foreign currencies, capital restrictions and changes inlegislations could materially affect our operations and ®nancial performance.We may also experience dif®culty entering new regional markets due to greater regulatory barriers, thenecessity of adapting to new regulatory systems and problems related to entering new markets withdifferent cultural bases and political systems.As our Group continues to expand our regional operations, these and other risks associated withregional operations are likely to increase.We do not have a track record in other regional countriesOur track record is based on our operations in Singapore. There is no assurance that we will be ableto successfully replicate our business model in Malaysia, Brunei, the PRC, the US military and navalbases in Japan and Korea or any other country where we may be expanding our operations to in thefuture.Our operations in Brunei and Malaysia are just over its ®rst year and just over its second yearrespectively, we have recently acquired USB (which has operations in certain US military and navalbases in Japan and Korea), and we have not commenced operations in the PRC. We expect to incurstart-up losses in respect of some of these entities. All these losses may have an adverse impact onour Group's pro®tability. There is also no certainty that we will ultimately be successful in penetratingour target markets and recouping these investments or rendering them pro®table.We do not have management control over our Group's associated companies in Malaysia andBruneiOur operations in Malaysia and Brunei are carried out through our Group's associated companies,Victoria House (M), Nutri-Active (M) and Victoria House (B). As such, the operating results of ourforeign operations in Malaysia and Brunei are not consolidated by us, but accrued to us as a ``Shareof results from associated companies''.We presently only own a 50% stake in these companies and we do not exercise majority ormanagement control over them. As described on pages 87 and 88 of this Prospectus, we havecurrently assigned our rights in the Development Agreements and Franchise Agreements in relationto Malaysia and Brunei to our associated companies. With such assignment, the rights andobligations of such agreements as well as the risks and bene®ts attaching to such agreements willaccrue to the respective associated companies and we will not be entitled to have such agreementsre-assigned to us even if disputes arise between us and our partners or if we are caught in a deadlockposition with our partners.Given the joint control over these companies between us and our partners, there is the possibility thata deadlock situation may arise in the event of shareholder disputes. Such shareholder disputes, if theyare not satisfactorily resolved, will materially affect our business and expansion plans in thesecountries.31

We have to reduce our stake in our Group's associated companies in Malaysia in compliancewith the Foreign Investment Committee (``FIC'') guidelinesTwo of our Group's associated companies namely, Nutri-Active (M) and Victoria House (M), areincorporated in Malaysia. As at the Latest Practicable Date, we (through our wholly-ownedsubsidiary, Victoria House) have a 50% shareholding interest in each of these companies.While the FIC has given its approval to the current shareholding structure of Victoria House (M) andNutri-Active (M), they have also required that the foreign equity of Victoria House (M) and Nutri-Active(M) be reduced to 30% before 31 December 2003.We have been advised that the prevailing judicial opinion in Malaysia is that the guidelines have noforce of law and no sanctioning provisions or penalties are imposed for non-compliance. However,non-compliance with the guidelines could have certain consequences on Nutri-Active (M) andVictoria House (M). For instance, if Nutri-Active (M) or Victoria House (M) requires any licence for theoperation of its business (including import licenses and licenses for the operation of retail outletsreferred to on pages 118 and 119 of this Prospectus), the appropriate licensing authority maywithhold the grant or the renewal of such license until the approval of the FIC is obtained, incompliance with the Guidelines.We have on 22 December 2003 submitted an application to extend the abovementioned deadline of31 December 2003 to 31 December 2004.When we divest 20% of our shareholding in each of Nutri-Active (M) and Victoria House (M) asrequired by the FIC, our share of pro®ts from these Malaysian associated companies may beadversely affected although for FY 2003, as these associated companies were loss making, ourshare of losses would have been reduced from S$320,000 (based on a 50% stake in thesecompanies) to S$192,000 (based on a 30% stake in these companies).Our proposed expansion plans in the PRC is in its infancy stageFollowing the entry into the Development and Distribution Agreements by Victoria House (C) with GNCInc for the territory of the PRC (excluding Hong Kong, Macau and US military bases therein) inDecember 2002, depending on the legal framework in the PRC, we may enter into joint ventures toset up and operate retail outlets in the PRC. In addition, we intend to appoint sub-distributors andwholesalers to distribute products in the PRC instead of undertaking such distribution ourselves. Wewill proceed to obtain registration in the PRC for the products which we intend to sell (possiblythrough joint ventures) and/or distribute in the PRC.In the event we appoint sub-distributors/wholesalers in the PRC, such business model (of appointingsub-distributors/wholesalers in the PRC) is new to our Group and as such, we are unable, at thisstage, to assess the extent of the economic bene®t and value of our PRC operations.In addition, we are also unable to con®rm whether or when registration of the products will be granted.As we cannot start distributing or selling (possibly through our joint ventures) any products in the PRCuntil such registration is obtained, the failure to obtain or the delay in obtaining such productregistration may hinder our expansion plans into the PRC market.Our operation of GNC retail outlets in US military and naval bases in Japan and Korea aresubject to certain risksOn 1 December 2003, we acquired USB which currently operates 12 GNC retail outlets in certain USmilitary and naval bases in Japan and Korea.(i)Risks associated with Franchise AgreementsUSB's operation of these GNC retail outlets in the US military and naval bases are subject to theterms of separate Franchise Agreements with GNC Inc, a majority of which have been zerotimedto commence from June 2003 where they existed before that date. The details of suchFranchise Agreements are set out on page 88 of this Prospectus. As the terms of our Franchise32

Agreements for these bases are very similar to the terms of our Franchise Agreement for ouroperations in Singapore, Malaysia and Brunei, the risks we highlighted above under ``We aregoverned by the terms of our Development, Distribution and Franchise Agreement with GNCInc'' relating to the Franchise Agreement will also apply to our operations in the US military andnaval bases in Japan and Korea.(ii)Risk associated with competitionWe do not have a Development Agreement or Distribution Agreement with GNC Inc in relation toour operations in such US military and naval bases. Our Group is currently the sole GNCfranchisee at 12 US military and/or naval bases in Japan and Korea but there is no exclusiveright under our Franchise Agreements to operate GNC retail outlets in any of these basesalthough under our agreement with the Marine Corps Community Services (``MCCS'') for thenaval base we operate in, it currently provides for an exclusive concession to operate suchretail outlet. The competition from GNC Inc, third party licensees of GNC Inc or other retailer ofnutraceutical products at these bases may have an adverse impact on USB's operations and®nancial results.(iii)Risks associated with our operations within US military and naval basesOur operations of these GNC retail outlets are also subject to the terms of our agreement withthe US Army and Air Force Exchange Services (`ÀAFES'') or the MCCS (both of which areagencies of the United States Government) in relation to licenses granted by these agencies touse certain premises at certain US military or naval (as the case may be) bases in Japan orKorea.During the contract period, the contracting of®cer of AAFES may require us to relocate thesepremises to better meet AAFES needs and those of the base as determined by the contractingof®cer of AAFES. In addition, the contract period is for a period of 5 years expiring on9 November 2005 but it may be terminated earlier as a result of various factors includingbreach of the terms of the agreement, upon 30 days' written notice. The contract period mayalso be shortened in the event the installation at which the retail outlet is located is inactivated.Similarly, under our agreement with MCCS, the contract period for our premises at a naval basein Japan is for a period of 5 years and MCCS may require relocation of our current premises.If a majority of the licenses to use the premises currently occupied by our GNC retail outletsexpire or are terminated without any or any suitable replacements or if we are unable to renewa majority of these licenses, our Group's ®nancial results may be adversely affected.RISKS RELATING TO THE INVITATION AND INVESTING IN OUR SHARESThere is no prior market for our SharesPrior to this Invitation, there has been no prior market for our Shares. In this connection, there is noassurance to investors that an active market will develop or be sustained after this Invitation. TheIssue Price may not be indicative of the market price of our Shares after the completion of thisInvitation. Investors may not be able to resell their Shares at or above the Issue Price. The volatilityin trading of our Share price may be caused by factors outside of our control and may be unrelatedor disproportionate to our operating results.Substantial future sales of our Shares could affect our share priceAny substantial future sales or availability of our Shares can have a downward pressure on our Shareprice. The sales of a signi®cant amount of our Shares in the public market after this Invitation, or theperception that such sales may occur, could materially and adversely affect the market price of ourShares. These factors also affect our ability to sell additional equity securities. Except as otherwisedescribed in this Prospectus and in ``Moratorium'' on page 60 of this Prospectus, there will be norestriction on the ability of the substantial shareholders to sell their Shares either on the SGX-ST orotherwise.33

Our Share price may be volatile, which could result in substantial losses for investorspurchasing Shares in this InvitationPrior to this Invitation, our Shares could not be bought or sold publicly. An active public market for ourShares may not develop or be sustained following this Invitation. You may be unable to sell yourShares at or above the Issue Price. The market price of our Shares may fluctuate significantly andrapidly as a result of, inter alia, the following factors, some of which are beyond our control:±. Changes in our operating results;. Changes in securities analysts' estimates of our financial performance;. Changes in market valuations of similar companies;. Announcements by us or our competitors of gain or loss of significant contracts, acquisitions,strategic partnerships, joint ventures or capital commitments;. Additions or departures of key personnel;. Fluctuations in stock market price and volume; and. Involvement in litigation.New Investors in our Company will incur immediate dilutionThe issue price of our Shares is substantially higher than the NTA per Share based on the postInvitation issued share capital. If we were to be liquidated for NTA immediately following thisInvitation, each shareholder subscribing to this Invitation would receive less than the price they paidfor their Shares. Details of the immediate dilution of our Shares incurred by new Investors aredescribed under the heading ``Dilution'' on page 55 of this Prospectus.Our Directors and controlling shareholders will retain signi®cant control over the Company afterthe Invitation, which will allow them to in¯uence the outcome of matters submitted toshareholders for approvalUpon completion of this Invitation, our Directors (namely Cynthia Poa Kheng Bee and Serene Ali Tanwho own the entire share capital of Healthcare) and our controlling shareholders (namely Healthcareand Osim who hold 41.51% and 23.92% respectively, of the enlarged issued capital of our Companyimmediately after the Invitation) will bene®cially own an aggregate of 65.43% of the enlarged issuedshare capital of our Company. As a result, these persons, if they act in concert, will be able to exercisesigni®cant in¯uence over all matters requiring shareholders' approval, including the election andremoval of Directors, the approval of any business transaction, and will possess the veto power withrespect to any shareholder action or approval requiring a majority vote. This may have the effect ofdelaying, preventing or deterring a change in control which may bene®t our shareholders.34

INVITATION STATISTICSIssue Price for each Share $0.26NTA (1)NTA per Share based on the balance sheet of our Group as at 31 March 2003:±(a)(b)before adjusting for the estimated net proceeds from the Invitation andbased on our Company's pre-Invitation share capital of 160,000,000 Sharesafter adjusting for the estimated net proceeds from the Invitation and basedon our Company's post-Invitation share capital of 200,000,000 Shares5.1 cents8.6 centsPremium of Issue Price over the NTA per Share as at 31 March 2003:±(a)(b)before adjusting for the estimated net proceeds from the Invitation andbased on our Company's pre-Invitation share capital of 160,000,000 Sharesafter adjusting for the estimated net proceeds from the Invitation and basedon our Company's post-Invitation share capital of 200,000,000 Shares409.8%202.3%The above does not show the effect on NTA per Share as at 31 March 2003arising from our acquisition of USB. Had the USB Acquisition been completedby the end of the most recent completed ®nancial year 31 March 2003, our pre-Invitation net tangible assets per Share as at 31 March 2003, based on theadjusted net tangible assets of S$4,353,000 and the pre-Invitation share capitalof 160,000,000 Shares, would have been reduced by 2.4 cents from 5.1 cents to2.7 centsEarningsHistorical net earnings per Share (2) for the year ended 31 March 2003 based onour Company's pre-Invitation share capital of 160,000,000 SharesHistorical net earnings per Share (2) had the Service Agreements been effected forthe year ended 31 March 2003 based on our Company's pre-Invitation sharecapital of 160,000,000 Shares2.6 cents2.5 centsPrice Earnings RatioHistorical price earnings ratio based on the historical net earnings per Share (1) forthe year ended 31 March 2003 based on our Company's pre-Invitation sharecapital of 160,000,000 SharesAdjusted price earnings ratio (2) had the Service Agreements been effected for theyear ended 31 March 2003 based on our Company's pre-Invitation share capitalof 160,000,000 Shares10.0 times10.4 timesNet Operating Cash Flow (3)Historical net operating cash ¯ow per Share (2) for the year ended 31 March 2003based on our Company's pre-Invitation share capital of 160,000,000 SharesHistorical net operating cash ¯ow per Share (2) had the Service Agreements beeneffected for the year ended 31 March 2003 based on our Company'spre-Invitation share capital of 160,000,000 Shares4.4 cents4.4 cents35

Price to Net Operating Cash Flow RatioRatio of Issue Price to historical net operating cash ¯ow per Share (2) for the yearended 31 March 2003 based on our Company's pre-Invitation share capital of160,000,000 SharesRatio of Issue Price to historical net operating cash ¯ow per Share (2) had theService Agreements been effected for the year ended 31 March 2003 based onour Company's pre-Invitation share capital of 160,000,000 Shares5.9 times5.9 timesMarket CapitalisationBased on the Issue Price of $0.26 per Share and the enlarged share capital of ourCompany after the Invitation of 200,000,000 Shares$52 millionNotes:±(1) This has been arrived at based on the net assets of our Group as at 31 March 2003 after deducting intangibles of $1.6million, deferred tax asset of $0.5 million and prepayment of $0.5 million.(2) This has been arrived at on a proforma basis, as the ®nancial results of our Group for the periods under review have beenprepared on the basis that our Group had been in existence throughout the periods under review.(3) Net operating cash ¯ow is de®ned as net pro®t before taxation, with depreciation on ®xed assets, interest expenses, loss ondisposal of ®xed assets and other non-cash expenses added back and interest income deducted but before changes inworking capital.36

SUMMARY OF PROFORMA FINANCIAL INFORMATION OF OUR GROUPFor the purpose of discussion in this section of this Prospectus, our ``Group'' refers to our Companyand its subsidiaries (other than USB).The following summary of proforma ®nancial information of our Group should be read in conjunctionwith the full text of this Prospectus, including the Proforma Financial Statements of our Group.The proforma ®nancial results of our Group, as presented below, have been compiled based on theaudited ®nancial statements of the companies within our Group and on the basis that our Group hadbeen in existence since 1 April 2000. In our opinion, it re¯ects all adjustments necessary for anappropriate presentation of our Group's proforma results of operations. The audited ®nancialstatements of the companies within our Group used in the compilation of the proforma ®nancialinformation have been prepared and presented in accordance with Singapore Statements ofAccounting Standard.The following summary does not include the ®nancials relating to USB's operations as USB wasacquired after our latest ®nancial year end of 31 March 2003. For the 2 months period up to31 March 2003 and for the 7 months period up to 31 October 2003, USB reported an unaudited netloss of US$23,772 and US$304,585 respectively. For more information relating to the ®nancials ofUSB, please refer to Appendices E7 and E8.PROFORMA RESULTS OF OPERATIONS OF OUR GROUP (1) -------------------------------------------- FY --------------------------------------------2001 2002 2003($'000)Sales 28,409 42,010 50,348Cost of sales (11,516) (18,280) (22,650)Gross pro®t 16,893 23,730 27,698Other operating income 87 480 1,367Distribution costs (12,109) (17,759) (20,908)Administrative expenses (1,947) (2,148) (2,228)Other operating expenses (192) (163) (43)Operating pro®t 2,732 4,140 5,886Finance income 8 6 3Finance costs (117) (158) (228)Share of losses of associated companies Ð (70) (355)Pro®t before taxation 2,623 3,918 5,306Taxation (663) (1,081) (1,206)Pro®t for the ®nancial year 1,960 2,837 4,100EPS (cents) (2)(3) 1.23 1.77 2.56Notes:±(1) The basis of preparation and compilation of the proforma results of our Group is set out in the Proforma FinancialStatements of the Group at Appendix D.(2) For comparative purposes, EPS for the period under review is computed based on pro®t for the ®nancial year and the pre-Invitation share capital of 160,000,000 Shares.(3) Had the Service Agreements been in effect for the year ended 31 March 2003 and based on the proforma results of theGroup, the pro®t before tax, the pro®t after tax and EPS would have been $5.2 million, $4.0 million and 2.52 centsrespectively.37

AUDITED CONSOLIDATED FINANCIAL POSITION OF OUR GROUPAs at31 March2003($'000)Non-Current AssetsFixed assets 6,188Associated companies 226Intangibles 1,565Deferred tax asset 461Total Non-Current Assets 8,440Current AssetsInventories 10,445Accounts receivable 1,644Other receivables and prepayments 2,900Due from associated companies 1,490Fixed deposits 320Bank and Cash balances 1,045Total Current Assets 17,844Less:Current LiabilitiesAccounts payable 6,823Bank bills payable 824Other creditors 2,266Finance lease liabilities 345Bank loan (secured) 56Bank overdraft (unsecured) 172Current tax 1,787Total Current Liabilities 12,273Net Current Assets 5,571Non-Current LiabilitiesBank loan (secured) 2,585Finance lease liabilities 418Deferred tax liability 258Total Non-Current Liabilities 3,261Net Assets 10,750Shareholders' Equity 10,750NTA per Share (cents) (1) 5.11Note:±(1) The NTA per Share as at 31 March 2003 is arrived at based on the net assets of our Group, after deducting intangibles,deferred tax asset and prepayments of $0.5 million, divided by the pre-Invitation share capital of 160,000,000 Shares.38

MANAGEMENT'S DISCUSSION AND ANALYSIS OFRESULTS OF OPERATIONS AND FINANCIAL POSITIONSFor the purpose of discussion in this section of this Prospectus, our ``Group'' refers to our Companyand its subsidiaries (other than USB).The following discussion of our proforma ®nancial information on our Group should be read inconjunction with the Proforma Financial Statements of the Group and the related notes theretoincluded elsewhere in this Prospectus.The following discussion does not include discussions on USB or the ®nancials relating to USB'soperations as USB was acquired after our latest ®nancial year end of 31 March 2003. Forinformation relating to the ®nancials of USB, please refer to Appendices E7 and E8.OVERVIEWOur company, Global Active, is an investment holding company. Our business is carried out throughNutri-Active, Victoria House, Victoria House (M), Nutri-Active (M), Victoria House (B) and VictoriaHouse (C), to the extent they have commenced business as at the date of this Prospectus.SalesOur Group is engaged in the retail and wholesale of nutraceutical products. Our sales increased fromapproximately $28 million in FY 2001 to $50 million in FY 2003.For the past three ®nancial years, our sales were mostly derived from sales in Singapore. The maincontributor to our Singapore sales is the sales of nutraceutical products through our GNC retailoutlets.The growth in our sales is mainly contributed by the rapid expansion in the number of our outlets. Asat the Latest Practicable Date, we have a total of 56 GNC retail outlets in Singapore.Our wholesale business which includes distribution of products to our customers in Singapore,Taiwan, the Philippines, Indonesia, Japan, Korea and our associated companies in Malaysia andBrunei contributed approximately 7.4% to our sales for FY 2003.Nutraceutical products which we distribute comprise:±GNC ProductsAs GNC's franchisee, 60% of our range of nutraceutical products are GNC products. Our range ofnutraceutical products includes vitamins and minerals, sports nutrition, herbs, food supplements,beauty and cosmetics and youth-enhancing products. Sale of GNC products contributedapproximately 31%, 30% and 35% to our total sales for FY 2001, FY 2002 and FY 2003 respectively.Third Party ProductsThese are nutraceutical products of other leading international brands including Solaray, Earth'sBounty, Pharmagel, MuscleTech and EAS. The nutraceutical products carried under these brandsinclude vitamins and minerals, sports nutrition, herbs, food supplements, beauty and cosmetics andyouth-enhancing products. The sales of these products contributed approximately 47%, 53% and49% to our total sales in FY 2001, FY 2002 and FY 2003 respectively.Proprietary L.A.C. ProductsThe products that we carry under our proprietary house brand, L.A.C., are predominantly antioxidants,green foods and other food supplements. These products are manufactured by well-established39

GMP-certi®ed plants. Sale of our proprietary L.A.C. products in Singapore contributed approximately22%, 17% and 16% to our total sales in FY 2001, FY 2002 and FY 2003 respectively.Factors affecting the sales of our nutraceutical products include:±(i)(ii)(iii)(iv)(v)(vi)the number and location of our GNC retail outlets in the market in which we have a presence;Our sales for the last two ®nancial years have increased steadily due mainly to the additional 22GNC retail outlets opened between end of FY2001 and end of FY2003. Our outlets are sited athighly visible and easily accessible locations, such as in and around the shopping districts,central business district, town centres, supermarkets and hyper-marts.our ability to recruit and retain capable sales personnel;Sales personnel are recruited and educated on the fundamentals of basic nutrition and productknowledge. Our trained sales personnel are able to identify our customers' needs andrecommend the relevant nutraceutical products to them. We also organise talks regularly tokeep them informed of the latest nutraceutical products available and developments in thenutraceutical industry.our ability to understand consumer purchasing pattern for our products and retain customers'loyalty;We have invested in a sophisticated point of sales system, which tracks our customers'purchasing patterns. Together with feedback received from our customers and sales personnel,these information assist us to understand our customers' needs and to provide the rightselection of products at our retail outlets. Members of our GNC VIP Card programme areentitled to earn Bonus$ for products purchased in any of our Singapore GNC retail outlets, andthese Bonus$ can be used to redeem future purchases of nutraceutical products at our GNCretail outlets in Singapore.Consumers in different age groups also have different preferences and requirements of healthsupplements. Our sales personnel are trained to identify the needs of our customers andrecommend our products to suit their needs. Promotional activities and advertisements helpprovide our customers with product knowledge and information.the promotional activities organised by us or our sponsors;Through our health-related seminars and advertisements, we keep our customers informed ofthe latest products available and the developments in the nutraceutical industry. Monthlymailers are also sent to our customers.our suppliers' ability to deliver orders promptly to us; andAs we carry a wide range of products, we have invested in a new inventory system which helpsus to monitor our inventory levels to ensure suf®ciency of stocks. However, we are dependent onour suppliers to deliver our purchases in a timely fashion. In turn, we can satisfy our customersonly if our stocks are always available to cater to their purchasing needs.introduction of new products by our competitors.New products introduced by our competitors may also affect our sales. We have to be aware ofnew products available and latest developments in the nutraceutical industry. Our strategy is tobe ahead of our competitors by being the ®rst to introduce new products to the market, in termsof price, quality and suitability, to meet the growing demands of our customers.Other Operating IncomeOther operating income comprises mainly of net foreign exchange gains and subsidies received fromour overseas suppliers for advertising and promoting their products in our promotional materials,mailers and print advertisements.40

Cost of SalesOur cost of sales comprises the cost of the nutraceutical products sold and the estimated cost of theproducts which are redeemable from the reward points earned by the customers under the GNC VIPCard Programme. Cost of sales constituted approximately 40.5%, 43.5% and 45.0% of our sales inFY 2001, FY 2002 and FY 2003 respectively. The marginal increase in cost of sales for FY 2002 wasdue mainly to the strengthening of the US$ against the reporting currency. The proportion of our costof sales to total sales had increased in FY 2003 due mainly to the increase in our wholesale saleswhich generally derive lower margins than retail sales. Our wholesale sales in FY 2003 constitutedapproximately 7.4% of our total sales as compared to only 3.2% in FY 2002.Our purchases of nutraceutical products are segmented into GNC products, third party products andour proprietary L.A.C. products. Our cost of sales is affected by our ability to source for nutraceuticalproducts which are in demand at the best possible price. Our cost of sales for GNC products isdependent on prices charged by GNC Inc for each product range when we place our orders for suchproducts. We do not have any arrangement with GNC Inc, suppliers of our third party products or ofour L.A.C. products to ®x the price of products we purchase from them but we have not experiencedany material change in purchase price over the past years.Nutraceutical products are sourced primarily from the U.S., the Netherlands and other overseascountries. Foreign exchange ¯uctuations can materially affect our cost of sales as approximately98.5%, 97.8% and 98.5% of our purchases are denominated in foreign currencies for FY 2001, FY2002 and FY 2003 respectively. Please refer to ``Risk Factors'' on page 30 and ``Foreign CurrencyExchange Exposure'' on page 51 of this Prospectus for more information.Expenses and CostsOur operating expenses comprise distribution costs, administrative expenses and other operatingexpenses. The breakdown of the major categories of our operating expenses for the last three®nancial years is as follows:±--------------------------------- FY --------------------------------Expenses and Costs($'000)2001 2002 2003Distribution costs 12,109 17,759 20,908Administrative expenses 1,947 2,148 2,228Other operating expenses 192 163 43Total 14,248 20,070 23,179--------------------------------- FY --------------------------------Expenses and Costs(%)2001 2002 2003Distribution costs 85.0 88.5 90.2Administrative expenses 13.7 10.7 9.6Other operating expenses 1.3 0.8 0.2Total 100.0 100.0 100.0Distribution costs comprise mainly salaries, bonuses, commission, staff incentives and CPFcontribution for retail and marketing staff, rental of outlets, NETS and credit card charges,amortisation of franchise fees, depreciation of plant and equipment at our retail outlets, royalties,technical fees and other selling and marketing related costs. NETS and credit card charges relate totransaction costs associated with the usage of such services. Royalties and technical fees are paid toGNC Inc based on a percentage of total sales. Selling and marketing related costs include cost ofprinting of lea¯ets and envelopes, mailers and promotional materials.41

Administrative expenses comprise mainly audit fees, directors' salary and remuneration, rental forof®ce and warehouse premises, depreciation of of®ce plant and equipment, management and legaland consultancy fees. The management fees were paid to the then holding company of VictoriaHouse and Nutri-Active.Other operating expenses relate to bank charges, general expenses, net foreign exchange lossesand ®xed assets disposed or written off.Finance costsFinance costs comprise mainly interest paid on bank overdrafts, bank loans and ®nance leaseliabilities.Share of losses of Associated CompaniesOur Group's share of losses in associated companies is recognised in the pro®t and loss statement ofour Group.TaxationTaxation is determined on the basis of tax effect accounting using the liability method. Deferredincome tax is provided in full on temporary differences arising between the tax bases of assets andliabilities and their carrying amounts in the ®nancial statements.ANALYSIS BY BUSINESS AND GEOGRAPHICAL SEGMENTSAnalysis by Business Segments of our GroupFor the purpose of discussion, we have presented below our sales (in dollar and percentage terms) bybusiness segments, namely Retail and Wholesale. The business segments have been analysed furtherby our three main product segments.--------------------------------- FY --------------------------------Sales($'000)2001 2002 2003RetailGNC Products 8,605 12,106 16,823Third Party Products 13,089 21,701 22,172L.A.C. Products 6,007 6,866 7,626Sub-total 27,701 40,673 46,621WholesaleGNC Products 221 398 966Third Party Products 334 713 2,520L.A.C. Products 153 226 241Sub-total 708 1,337 3,727Total 28,409 42,010 50,34842

--------------------------------- FY --------------------------------Sales%2001 2002 2003RetailGNC Products 30.3 28.8 33.4Third Party Products 46.1 51.7 44.0L.A.C. Products 21.1 16.3 15.297.5 96.8 92.6WholesaleGNC Products 0.8 1.0 1.9Third Party Products 1.2 1.7 5.0L.A.C. Products 0.5 0.5 0.52.5 3.2 7.4Total 100.0 100.0 100.0Analysis by Geographical Segments of our GroupPresently, our sales are predominantly derived from our operations in Singapore and therefore, nogeographical segments are presented.REVIEW OF FINANCIAL PERFORMANCESalesFY 2002 vs FY 2001For FY 2002, our Group's sales increased by approximately $13.6 million or 47.9% from $28.4 millionin FY 2001 to $42.0 million in FY 2002. This was due mainly to the increase in the number of GNCretail outlets from 32 at the end of FY 2001 to 44 at the end of FY 2002 and full year's impact onsales for 10 new GNC retail outlets opened in the preceding ®nancial year. The 12 new GNC retailoutlets which were opened in FY 2002, contributed $4.3 million out of the $13.6 million increase insales. The 10 new GNC outlets opened in FY 2001 generated sales of $4.4 million in that year ascompared to $10.5 million in FY 2002, resulting in an increase of $6.1 million out of $13.6 millionincrease in sales for FY 2002.Increase in our sales of each product segment was also due mainly to the following:±(i) Sales of GNC products increased by approximately $3.7 million or 42.0% from $8.8 million in FY2001 to $12.5 million in FY 2002 due mainly to its wider range of products and higher brandawareness. Third party product sales increased by $9.0 million or 67.2% from $13.4 million inFY 2001 to $22.4 million in FY 2002. This was due mainly to the increase in the demand for oursports nutrition products and the introduction of new products such as youth-enhancing andweight-loss products. Our L.A.C. product sales increased marginally by $0.9 million or 14.5%from $6.2 million in FY 2001 to $7.1 million in FY 2002, due mainly to more promotions andhigher discounts offered.(ii) The proportion of the sales of GNC products to our total sales declined marginally by 1.3% from31.1% in FY 2001 to 29.8% in FY 2002. This was due mainly to the increase in sales of our thirdparty products which have higher retail prices.43

The contribution by third party product sales to our total sales in FY 2002 increased byapproximately 6.1% from 47.3% in FY 2001 to 53.4% in FY 2002. This increase was duemainly to the following factors: (a) more third party products were introduced and sold at ourretail outlets; (b) increase in sales of sports nutrition products carried under third partyinternational brands; and (c) introduction of youth-enhancing and weight-loss products, whichcarry higher retail prices.The proportion of sales contributed by our proprietary L.A.C. products declined by 4.8% to16.8% in FY 2002 from 21.6% in FY 2001. This is due mainly to higher demand for third partyinternational brand products and a slowing down in the introduction of our new range of L.A.C.products.FY 2003 vs FY 2002In FY 2003, our Group's sales increased by approximately $8.3 million or 19.8% from $42.0 million inFY 2002 to $50.3 million in FY 2003. The increase in sales was due mainly to the following:±(i) increase in the number of GNC retail outlets. At the end of FY 2003, we had 54 retail outlets ascompared to 44 at the end of FY 2002. The sales contributed by these 10 new retail outletsamounted to $4.1 million which constitutes 49% of the increase in total sales in FY 2003;(ii) full year's impact on sales for 12 new GNC retail outlets which were opened in the precedingfinancial year. These new retail outlets contributed $4.3 million to total sales in FY 2002 ascompared to $8.2 million in FY 2003, resulting in an increase of $3.9 million or 47% of theincrease in total sales of $8.3 million in FY 2003;(iii) increase of $1.0 million in wholesale sales to our associated companies in Malaysia as theirnumber of GNC retail outlets opened increased from 2 at the end of FY 2002, their first year ofoperations, to 8 at the end of FY 2003; and(iv) orders from new customers were secured during FY 2003, in particular, GNC retail outletssituated at United States military and naval bases in Japan and Korea. Sales to these retailoutlets amounted to $0.6 million, which constitutes 7% of the increase in total sales in FY 2003.The increase in our sales by product segments was also due mainly to the following:±(i) Sales of GNC products increased by approximately $5.3 million or 42.4% from $12.5 million inFY 2002 to $17.8 million in FY 2003 due mainly to brand awareness and more regularpromotions on GNC products. Sales of third party products increased by $2.3 million or 10.3%from $22.4 million in FY 2002 to $24.7 million in FY 2003. This was due mainly to increase inwholesale sales of these products, in particular sports nutrition, youth-enhancing and weightlossproducts to the associated companies in Malaysia as well as new customers in Japan andKorea. Our L.A.C. product sales increased marginally by $0.8m or 11.3% from $7.1 million in FY2002 to $7.9 million in FY 2003; and(ii) The proportion of sales of GNC products to our total sales increased by 5.5% from 29.8% in FY2002 to 35.3% in FY 2003. This was due mainly to higher brand awareness and more regularpromotions on GNC products.The contribution by third party product sales to our total sales decreased by 4.4% from 53.4% inFY 2002 to 49.0% in FY 2003. This was due mainly to the increase in GNC products due to moreregular promotions on GNC products.The proportion of sales contributed by our L.A.C. products decreased marginally by 1.1% from16.8% in FY 2002 to 15.7% in FY 2003.44

Gross Pro®tFY 2002 vs FY 2001In FY 2002, our gross pro®t increased by approximately $6.8 million or 40.2% to $23.7 million from$16.9 million in FY 2001. The increase in our gross pro®t was due mainly to the increase in salesarising from the opening of 12 new GNC retail outlets and introduction of new product range tocater for higher demand. Our gross margin percentage for FY 2002 declined by approximately 3.0%to 56.5% compared to 59.5% in FY 2001. This was mainly due to higher discounts offered forpromoting our proprietary L.A.C. products and third party products and the strengthening of the US$against our reporting currency which resulted in higher costs.FY 2003 vs FY 2002In FY 2003, our gross pro®t increased by approximately $4.0 million or 16.9% from $23.7 million in FY2002 to $27.7 million in FY 2003. The increase in the gross pro®t was due mainly to the increase inretail sales arising from the opening of 10 new GNC retail outlets during FY 2003 and the increase inwholesale sales.The gross pro®t margin declined by 1.5% to 55.0% in FY 2003 from 56.5% in FY 2002. The decline ingross pro®t margin was due mainly to the increase in our wholesale sales, which generally derivelower margins than retail sales. The proportion of our wholesale sales to total sales increased from3.2% in FY 2002 to 7.4% in FY 2003. In addition to the increase in our wholesale sales, we alsogave regular promotions on GNC products and also absorbed the increase in GST rate of 1% witheffect from 1 January 2003. The decline in our gross pro®t margin arising from the increase in theproportion of our wholesale sales, more regular promotions and absorption of the increase in GSTrate was partially offset by the weakening of US$ against S$ during FY 2003.Operating Pro®tFY 2002 vs FY 2001In FY 2002, our operating pro®t increased by approximately $1.4 million or 51.9% from $2.7 million inFY 2001 to $4.1 million in FY 2002. This was due to the increase in gross pro®t of $6.8 million and theincrease in other operating income of $0.4 million, due mainly to the subsidies received from ouroverseas suppliers for advertising and promotion of their products. This was offset by the increase inour operating expenses of $5.9 million or 41.5% from $14.2 million in FY 2001 to $20.1 million in FY2002. This increase in our operating expenses is attributable to the following: (a) increase indistribution expenses of $5.7 million or 47.1%, due mainly to the increase in the number of GNCretail outlets from 32 in FY 2001 to 44 in FY 2002, resulting in additional rental expenses and staffcosts. In addition, the increase in sales resulted in an increase in royalty and technical fees payableto GNC Inc; and (b) increase in administrative expenses of $0.2 million due mainly to highermanagement fees paid to the then holding company of Victoria House and Nutri-Active.FY 2003 vs FY 2002In FY 2003, our operating pro®t increased by $1.8 million or 43.9% from $4.1 million in FY 2002 to$5.9 million in FY 2003. This was due mainly to the increase in gross pro®t of $4.0 million and otheroperating income of $0.9 million. The increase in other operating income was due mainly to highersubsidies received from suppliers for advertising and promotion of their products.45

The above increase in gross profit and other operating income was offset by the increase in operatingexpenses of $3.1 million or 15.4% from $20.1 million in FY 2002 to $23.2 million in FY 2003. Theincrease in operating expenses was due mainly to the following:±(i)(ii)(iii)increase in distribution costs of $3.1 million or 17.4% due mainly to the increase in rentalexpenses of $1.5 million, staff costs of $1.2 million and royalties and technical fees to GNC Incof $0.1 million. The increase in rental expenses was a result of the increase in the number ofGNC retail outlets from 44 at the end of FY 2002 to 54 at the end of FY 2003 and full year'simpact of rental expenses of retail outlets which were opened in FY 2002. The increase inrental expenses contributed by new outlets opened in FY 2003 amounted to $0.9 million whilstthe increase in rental expenses for outlets which were opened during FY 2002 amounted to $0.6million. The increase in the number of GNC retail outlets also required more manpower. As aresult, the number of persons employed at the end of FY 2003 was 278 as compared to 217 atthe end of FY 2002. The increase in royalties and technical fees payable to GNC Inc wasconsistent with the increase in sales; andincrease in administrative expenses of $0.1 million from $2.1 million in FY 2002 to $2.2 million inFY 2003. This was due mainly to (a) the professional fees of $0.1 million, in relation to theprevious listing application of our Company, written off in FY 2003; (b) increase in depreciationcharge of $0.1 million due to additional fixed assets acquired; and (c) increase in directors'remuneration of $0.2 million, which was offset by the decrease in management fees of $0.3million payable to the then holding company of Victoria House and Nutri-Active as suchmanagement fee charges ceased with effect from August 2002; offset bythe decrease in other operating expenses of $0.1 million as our Group suffered an exchange lossof $0.1 million in FY 2002 as compared to our Group recording an exchange gain of $0.1 millionin FY 2003. Our Group suffered an exchange loss in FY 2002 due mainly to the strengthening ofUS$, the currency in which majority of our purchases are transacted, against S$ as the exchangerate strengthened from 1.80 at the end of FY 2001 to 1.86 at the end of FY 2002. In FY 2003, ourGroup recorded an exchange gain due mainly to the weakening of US$ against S$ from theexchange rate of 1.86 at the end of FY 2002 to 1.78 at the end of FY 2003.Pro®t Before TaxFY 2002 vs FY 2001In FY 2002, our Group's pro®t before tax increased by approximately $1.3 million or 50.0% from $2.6million in FY 2001 to $3.9 million in FY 2002. This increase in our Group's pro®t before tax isattributable to an increase in operating pro®t of $1.4 million in FY 2002. This was partially offset byshare of losses of associated companies amounting to $70,000.FY 2003 vs FY 2002In FY 2003, our pro®t before tax increased by approximately $1.4 million or 35.9% from $3.9 million inFY 2002 to $5.3 million in FY 2003. This increase was attributed mainly by the increase in ouroperating pro®t of $1.8 million in FY 2003. The increase in operating pro®t was offset by the increasein ®nance cost of $0.1 million and the increase in the share of losses of associated companies of $0.3million. The increase in the ®nance cost was due mainly to (a) higher interest expenses incurred on thebank loan, which was used to ®nance the acquisition of the leasehold property of our Group and wasdrawn down in full in November 2002; and (b) higher interest expenses incurred on ®nance leases asthe number of ®nance lease arrangements increased in FY 2003 due to additional acquisition of ®xedassets.TaxationFY 2002 vs FY 2001For FY 2002, tax expense increased from approximately $0.7 million in FY 2001 to $1.1 million in FY2002. The effective tax rate of the Group for YA 2002 was 27.6%, which was higher than thecorporate tax rate of 24.5%, mainly due to certain expenses not deductible for income tax purposes.46

FY 2003 vs FY 2002For FY 2003, our Group's tax expense increased from $1.1 million in FY 2002 to $1.2 million in FY2003. The effective tax rate for our Group was 22.7% in FY 2003 as compared to 27.6% in FY 2002.The reduction in the effective tax rate was due mainly to (a) the reduction in statutory tax rate from24.5% at the end of FY 2002 to 22% at the end of FY 2003; and (b) the reversal of tax provision inFY 2003 of $0.1 million in relation to tax provision made in FY 2002, due to the effect of change instatutory tax rate. If not for this reversal, the effective tax rate for the Group in FY 2003 would havebeen 24.1%.REVIEW OF FINANCIAL CONDITIONNon-Current AssetsOur Group's non-current assets comprise ®xed assets, investment in associated companies,intangibles and deferred tax assets. Our ®xed assets comprise leasehold property, buildingimprovement, computer systems and software, motor vehicles, of®ce equipment, furniture ®ttings,plant machinery, outlets and warehouse equipment. Intangibles include (a) franchise costs whichrelate to fees paid to GNC Inc upon the opening of each new GNC retail outlet. These fees arecapitalised and amortised over 7 years; and (b) distribution rights for which a distribution fee waspaid to INC Agency for exclusive rights to distribute their products in PRC for a period of 10 yearsfrom the date of product registration. The distribution fee is capitalised and will be amortised over 10years from the year in which the products are registered.As at 31 March 2003In FY 2003, non-current assets increased by $0.4 million to $8.4 million as at 31 March 2003. Thisincrease was primarily due to the following:± (a) increase in ®xed assets of $0.3 million due mainly toadditional building improvement cost of $0.7 million for the new outlets, purchase of motor vehicles of$0.1 million, purchase of computers and software of $0.4 million for the new retail outlets and offsetby the depreciation charge during the year of $0.9 million; and (b) increase in investments inassociated companies in Malaysia of $0.4 million and Brunei of $0.1 million offset by $0.3 millionshare of losses in associated companies and offset by the decrease in deferred tax asset of $0.2million.Current AssetsOur Group's current assets consist of inventories, accounts receivable, other receivables andprepayments, due from associated companies, ®xed deposits and cash and bank balances.As at 31 March 2003In FY 2003, our current assets increased by $3.4 million to $17.8 million as at 31 March 2003. Thiswas due mainly to the following:±(i) increase in total current receivables of $3.0 million which was due mainly to (a) the increase inrental deposits paid for new GNC retail outlets of $0.3 million; (b) increase in trade amounts of$1.2 million receivable from associated companies as a result of increase in our sales to them; (c)increase in accounts receivables of $0.9 million due mainly to the amounts due from the salesmade to a customer for GNC retail outlets at the US military and naval bases in Japan andKorea; and (d) increase in prepayments of $0.5 million relating to the professional fees incurredin relation to the proposed issue of the New Shares; and(ii) the increase in inventories of $0.3 million due mainly to the inventories of $1.5 million held at USmilitary and naval bases in Japan and Korea on a consignment basis. If not for these inventories,our inventories would have decreased by $1.2 million due mainly to the onward sales to ourassociated companies for goods purchased at the end of FY 2002 in view of the opening ofthe GNC retail outlets in Malaysia and Brunei. In addition, given that the level of our operationshave increased rapidly, management has put in concerted efforts to reduce the inventory levelheld by our Group in Singapore by monitoring the level of purchases against the level ofinventory held and its respective turnover period on a more regular basis.47

Current LiabilitiesOur current liabilities comprise accounts payable, bank bills payable, other creditors, ®nance leaseliabilities, current bank loan, bank overdrafts and provision for current tax.As at 31 March 2003In FY 2003, our current liabilities decreased by $0.6 million to $12.3 million as at 31 March 2003. Thiswas due mainly to the following:±(i) decrease in other creditors of $0.4 million due mainly to the final balance paid on the acquisitionof the leasehold property of $0.3 million;(ii) decrease in amounts due to a related party of $0.4 million which was paid during FY 2003 to thethen holding company of Victoria House and Nutri-Active in relation to management fee chargesfor FY 2002;(iii) decrease in provision for current tax of $0.4 million due mainly to the tax paid of approximately$1.4 million offset by the tax provision of $1.0 million for FY 2003; and(iv) decrease in bank overdrafts of $0.2 million; offset by(v) increase in accounts payable and bank bills payable of $0.8 million due to higher volume ofpurchases to cater for the opening of new retail outlets in Singapore and Malaysia and thesales to Japan and Korea; and(vi) increase in ®nance lease liabilities of $0.1 million due mainly to the additional acquisition of ®xedassets.Non-Current LiabilitiesNon-current liabilities comprise bank loan, ®nance lease liabilities and deferred tax liabilities.As at 31 March 2003In FY 2003, non-current liabilities increased by $0.4 million to $3.3 million as at 31 March 2003. Thiswas due mainly to the following: (a) drawdown in the ®nal balance of the bank loan of $0.3 million forthe purchase of a property at Ubi Crescent; and (b) increase in deferred tax liabilities of $0.1 million.Shareholders' EquityShareholders' equity comprises paid-up capital, share premium and retained pro®ts.As at 31 March 2003, our shareholders' equity was $10.8 million due to the improvement in operatingactivities resulting in a net pro®t of $4.1 million for FY 2003.No dividends have been paid, declared or proposed in the previous years and we have retained ourpro®ts generated from our operations to ®nance our growth.LIQUIDITY AND CAPITAL RESOURCESReview of cash ¯ow position of the GroupFY($'000) 2003Cash and cash equivalents at the beginning of the year 812Net cash from operating activities 2,321Net cash used in investing activities (1,710)Net cash used in ®nancing activities (230)Net increase in cash and cash equivalents 381Cash and cash equivalents at the end of the year 1,19348

Our cash ¯ows from operations were derived mainly from our retail sales. The cash ¯ows generatedfrom our operations were mainly used to ®nance our investments in opening new retail outlets.FY 2003Our net cash in¯ow of $0.4 million for FY 2003 represents net cash from operating activities of $2.3million, net of cash used in investing and ®nancing activities of $1.7 million and $0.2 millionrespectively.Our net cash from operating activities for FY 2003 of $2.3 million represents operating cash flowbefore working capital changes of $7.1 million net of increase in working capital of $4.8 million. Theincrease in working capital of $4.8 million was mainly attributable to the following:±(i) the increase in trade and other receivables of $2.4 million due mainly to deposits paid for newretail outlets opened, trade receivables due from our associated companies and from our salesmade to USB's GNC retail outlets located in US military and naval bases in Japan and Koreaprior to our acquisition of USB;(ii) payments for income tax of $1.4 million made in FY 2003;(iii)(iv)(v)payment of $0.4 million made to the then holding company of Victoria House and Nutri-Active inrelation to management fee charges;payment of $0.3 million as final payment for the acquisition of the leasehold property of ourGroup; andthe increase in inventories of $0.3 million as explained on page 47 of the Prospectus.Cash used in investing activities amounting to $1.7 million mainly relates to (a) costs of $1.0 millionincurred in the setting up of new GNC retail outlets; and (b) $0.5 million for the subscription ofshares in associated companies; and (c) distribution fee of $0.2 million paid for exclusive rights todistribute products in the PRC.Our net cash used in ®nancing activities of $0.2 million comprise mainly of the payment of ®nancelease liabilities of $0.4 million and the interest expenses of $0.2 million incurred on bank loan and®nance leases which was offset by the proceeds from bank bills payable of $0.1 million which wasapplied for the purchase of inventories and proceeds of $0.3 million from bank loan to ®nance the®nal payment on the acquisition of the leasehold property of our Group.Working CapitalAs at the Latest Practicable Date, we have credit facilities from banks which comprise mainly of: (a)bank loan of $2.6 million secured by a legal mortgage over the leasehold property and a pledge of®xed deposits; (b) bank overdrafts of $0.4 million and trade facilities of $2.5 million, which aresecured by a legal mortgage over the leasehold property and a pledge of ®xed deposits; (c) bankoverdrafts of $0.5 million and trade facilities of $1.0 million which are secured by a pledge of ®xeddeposit of our Group; and (d) unsecured bank overdrafts of $0.4 million and trade facilities of $0.7million. The bank loan, secured and unsecured bank overdrafts and trade facilities are guaranteed bycertain Directors of our Company (namely Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan).As at 31 March 2003, the total credit facilities utilised amounted to $3.6 million. Our gearing ratiobased on our shareholders' interest of $10.8 million, after taking into consideration all borrowingsincluding ®nance lease liabilities, net of cash at bank and ®xed deposit, of approximately $3.0million, was 0.3 times. Our Group's cash at bank and ®xed deposits amounted to $1.4 million andour net current assets were $5.6 million.As at the Latest Practicable Date, our material sources of unused liquidity are our cash and cashequivalent of approximately $1.9 million and our unutilised credit facilities of approximately $5.1million out of our total credit facilities of $8.1 million.49

Based on the above, our Directors are of the opinion that, after taking into account our present cashposition and banking facilities available to us, our Group has suf®cient working capital for our presentrequirements.Capital CommitmentAs at the Latest Practicable Date, our Group does not have any material commitment for capitalexpenditure.Capital ExpenditureOur major capital expenditure relates to our acquisition of our leasehold property at Ubi Crescent,computer systems, building improvements and motor vehicles. The purchases of such assets are®nanced mainly by bank loan and funds generated from operations. The details of our capitalexpenditure for each of the last three ®nancial years are set out below:±Description($'000)----------------------- FY ----------------------2001 2002 2003Leasehold property 485 2,599 ÐComputer systems 201 335 352Building improvements 205 904 747Motor vehicles 107 104 105Material Investments and DivestmentsSave as disclosed below and under ``Capital Expenditure'' above, we did not have any material capitalinvestment during the last three financial years ended 31 March 2003 and for the period up to theLatest Practicable Date:(i)(ii)pursuant to a restructuring exercise undertaken in October 2002, our Company acquired theentire issued share capitals of Victoria House and Nutri-Active at an aggregate consideration ofS$8,355,000 payable by the allotment and issue of ordinary shares of $1.00 each in ourCompany. With our Company's acquisition of Victoria House, our Company also acquired aninterest in Victoria House (M), Nutri-Active (M) and Victoria House (B), which were then already50% owned by Victoria House. More particulars of the restructuring exercise is set out on pages61 and 62 of this Prospectus; andon 1 December 2003, our wholly-owned subsidiary acquired 100% interests in USB for a totalpurchase consideration of US$1,702,372. Details of this transaction can be found under thesection `Àcquisition of USB Inc'' at page 62 of the Prospectus. The unaudited incomestatement for the ®nancial period from 1 April 2003 to 31 October 2003 and the unauditedbalance sheet of USB as at 31 October 2003 are set out in Appendices E7 and E8 respectively.We do not have any material capital investment in progress.We did not have any material capital divestment during the last three ®nancial years ended 31 March2003 and for the period up to the Latest Practicable Date. We do not have any material capitaldivestment in progress.50

FOREIGN CURRENCY EXCHANGE EXPOSUREOur sales are mainly denominated in Singapore dollars.Purchases of goods are primarily denominated in Singapore Dollars, US Dollars, Euros and AustralianDollars. The table below set forth, for the periods indicated, the percentage breakdown of ourpurchases in different currencies for the years ended 31 March 2001, 31 March 2002 and 31 March2003.Purchases denominated in%----------------------- FY ----------------------2001 2002 2003Singapore Dollar 1.4 2.2 1.5US Dollar 83.0 87.0 83.6Dutch Guilder NLG 12.2 6.8 ÐAustralian Dollar 2.8 1.3 1.6Euros Ð 2.0 12.5The net foreign exchange (gains)/losses based on the percentage of sales and pro®t before tax for theyears ended 31 March 2001, 31 March 2002 and 31 March 2003 were as follows:±----------------------- FY ----------------------2001 2002 2003Foreign Exchange (Gains)/Loss ($'000) 129 86 (97)Percentage of Sale (%) 0.45 0.20 0.19Percentage of pro®t before tax (%) 4.9 2.2 1.8The foreign exchange losses for the years ended 31 March 2001 and, 31 March 2002 were mainly dueto strengthening of the US$ against the S$ between the time of invoicing and the time when thepayment for purchases were made. In FY 2003, the exchange gain arose as a result of theweakening of US$ against S$.Starting from FY 2002, whenever appropriate, we utilise forward currency contracts to minimise theimpact of foreign currency ¯uctuation on our operating results.51

DIVIDEND POLICYWe have not paid any dividends on our Shares todate and did not have any dividend policy in thepast.We currently do not have a ®xed dividend policy. The form, frequency and amount of future dividendson our Shares will depend upon our future earnings, capital requirements, cash ¯ow, ®nancialconditions, as well as general business conditions and other factors, which our Directors mayconsider appropriate.We may declare annual dividends with the sanction of our shareholders in a general meeting, but theamount of such dividend shall not exceed the amount recommended by our Directors. Our Directorsmay also declare an interim dividend.For information relating to taxes payable on dividends, please refer to ``Taxation'' on pages 121 to 123of this Prospectus.52

CAPITALISATION AND INDEBTEDNESSThe following table shows our unaudited cash and cash equivalents and capitalisation as at 30November 2003:±(i)(ii)on an actual basis; andas adjusted to re¯ect the issue of New Shares pursuant to the Invitation and the net proceedsfrom the Invitation.You should read this table in conjunction with our Proforma Financial Statements of the Group and therelated notes included in this Prospectus.$'000------------ As at 30 November 2003 ------------ActualAdjustedCash at bank 1,155 10,155Fixed deposits 620 6201,775 10,775Bank bills payable 155 155Short term ®nance lease liabilities 370 370Long term ®nance lease liabilities 493 493Short term debt (bank overdrafts) Ð secured 188 188Short term debt (bank overdrafts) Ð unsecured 142 142Short term debt (bank loan) Ð secured 62 62Long term debt (bank loan) Ð secured 2,540 2,5403,950 3,950Shareholders' equity:Issued and paid-up capital 8,000 10,000Share Premium 355 7,355Retained pro®ts 5,060 5,060Total Shareholders' equity 13,415 22,415Total capitalisation and net indebtedness 15,590 15,590Our bank loan was granted for the purchase of a leasehold property located at 9 Ubi Crescent and issecured by a legal mortgage over the property, a pledge of ®xed deposit and guaranteed by certainDirectors of our Company (namely Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan).Details of our Group's banking facilities and the security furnished thereon are set out on page 49 ofthis Prospectus.53

After listing, our Directors who have furnished guarantees intend to request that the ®nancialinstitutions release them from their respective guarantees. As a result, the terms and conditions ofthese banking facilities may have to be re-negotiated. Our Directors believe that the re-negotiationsof the terms and conditions of our banking facilities will not have a material adverse impact on ourbanking facilities and ®nancial performance.Our gearing ratio which is based on our shareholders' equity of $13.4 million, after taking intoconsideration all borrowings, net of cash at bank and ®xed deposit, of approximately $2.2 million,was 0.2 times.As at the Latest Practicable Date, our Group does not have any contingent liability.54

DILUTIONDilution is the amount by which the Issue Price to be paid by the applications for our New Shares inthis Invitation exceeds the NTA per Share after this Invitation. The NTA of our Company, afteradjusting for receipt of net proceeds from the Invitation is approximately 8.6 cents per Share.The following table illustrates the dilution per Share:±CentsIssue Price per Share 26.0NTA per Share as at 31 March 2003 based on pre-Invitation share capital of160,000,000 Shares 5.1Increase in NTA per Share attributable to the Invitation 3.5NTA per Share after the Invitation 8.6Dilution in NTA per Share to new public investors 17.4The following table shows the effective cash cost to a Director or substantial shareholder of ourCompany or their associate, of Shares acquired by them at any time during the period of 3 yearsbefore the date of this Prospectus.Substantial ShareholdersAverage priceShares purchased in last 3 yearsper ShareNo. of Shares % (2) $ $Healthcare Group Inc. (1) 160,000,000 80.00 8,355,002 0.05Osim International Ltd (1) 47,840,000 23.92 9,568,000 0.20Note:±(1) Our Company was incorporated by Healthcare who subscribed for the initial 2 ordinary shares of $1.00 each at $1.00 pershare. Subsequent thereto and pursuant to the Restructuring Exercise (details of which are set out on pages 61 to 62 of thisProspectus), our Company acquired all the 2,800,000 shares in Victoria House and 2,600,000 shares in Nutri-Active for anaggregate purchase consideration of $8,355,000 which was satis®ed by the issue by our Company of 7,999,998 ordinaryshares of $1.00 each to Healthcare at a deemed issue price of approximately $1.04 per share. Immediately after theRestructuring Exercise, Healthcare bene®cially owned 8,000,000 ordinary shares of $1.00 each. Following therefrom, asubdivision of our Company's ordinary shares was undertaken to reduce the par value of each share from $1.00 to $0.05resulting in Healthcare bene®cially owning 160,000,000 ordinary shares of $0.05 each.Pursuant to certain investment agreements entered into between Healthcare and several private investors, 28,409,093Shares were sold and transferred to these private investors (including Mr Harry Elias, the senior partner of the solicitors tothe Invitation and 5,681,818 Shares at $0.18 per Share to Mr Poa Kheng Sin, a brother of our Chief Executive Of®cer andExecutive Director Ms Cynthia Poa Kheng Bee and therefore an associate of a director of our Company). Mr Poa has sincesold the said 5,681,818 Shares to his father-in-law Mr Kam Wing Sing (who is not subject to the terms of the investmentagreement) at a price of $0.18 per Share.In addition, Healthcare also transferred an aggregate of 278,000 Shares to various employees of our Group, 454,545 Sharesto another private investor, and 47,840,000 Shares were sold to Osim International Ltd pursuant to a sale and purchaseagreement dated 28 March 2003 between Healthcare and Osim International Ltd. As such, as at the Latest PracticableDate, Healthcare owns 83,018,362 Shares. Our Chief Executive Of®cer and Executive Director Ms Cynthia Poa Kheng Beeand our Chief Operating Of®cer and Executive Director Ms Serene Ali Tan are deemed bene®cially interested in the83,018,362 Shares held by Ms Poa and Ms Tan by virtue of their shareholding interests in Healthcare as furtherelaborated on page 59 of this Prospectus.(2) Percentage based on post-Invitation share capital of 200,000,000 Shares.55

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUPSHARE CAPITALOur Company was incorporated in Singapore on 25 October 2001 under the Companies Act as aprivate limited company under the name of ``Global Active Pte Ltd''.At an extraordinary general meeting held on 25 October 2002, our shareholders approved thefollowing:±(a) the increase in the authorised share capital of our Company from $100,000 divided into 100,000ordinary shares of $1.00 each to $20,000,000 divided into 20,000,000 ordinary shares of $1.00each; and(b)pursuant to the Restructuring Exercise, 7,999,998 ordinary shares of par value $1.00 each in thecapital of our Company was issuable to Healthcare. Of the 7,999,998 ordinary shares, 6,000,000was issued to and held by and registered in the name of United Overseas Bank Nominees(Private) Limited as security in connection with a loan granted by UOB to Healthcare, thedetails of which are set out on page 61 of this Prospectus.At an extraordinary general meeting held on 1 November 2002, our shareholders approved the subdivisionof each ordinary share of $1.00 in the authorised share capital of our Company into 20ordinary shares of $0.05 each (the ``Share Split''); pursuant to this, our existing issued and paid-upshare capital of 8,000,000 ordinary shares of $1.00 each was split into 160,000,000 ordinary sharesof $0.05 each.At an extraordinary general meeting held on 17 December 2002, our shareholders approved, thefollowing:±(a)(b)the conversion of our Company to a public limited company and the change of our Company'sname to ``Global Active Limited''; andthe adoption of a new set of Articles of Association in substitution for, and to the exclusion of,the existing Articles of Association of our Company.At an extraordinary general meeting held on 23 December 2002, our shareholders approved, inter alia,the adoption of the share option scheme to be known as the ``Global Active Share Option Scheme''(the ``Scheme'').At an extraordinary general meeting held on 10 June 2003, our shareholders approved certainamendments to the Articles of Association (`Àrticles'') of the Company to align the Articles withrecent changes in the Listing Manual of the SGX-ST.At an extraordinary general meeting held on 24 December 2003, our shareholders approved thefollowing:±(a)(b)the issue of the New Shares in connection with our Company's initial public offering which, whenfully paid, will rank pari passu in all respects with the existing ordinary shares of $0.05 each inthe capital of our Company; andthe authorization of our Directors, pursuant to Section 161 of the Companies Act, to(i) issue Shares whether by way of rights, bonus or otherwise (including Shares as may beissued pursuant to any Instrument (as defined below) made or granted by our Directorswhile this Resolution is in force notwithstanding that the authority conferred by thisResolution may have ceased to be in force at the time of issue of such Shares), and/or;(ii) make or grant offers, agreements or options (collectively, `Ìnstruments'') that might orwould require Shares to be issued, including but not limited to the creation and issue ofwarrants, debentures or other instruments convertible into Shares,56

at any time and upon such terms and conditions and for such purposes and to such persons asour Directors may in their absolute discretion deem ®t provided that the aggregate number ofShares issued pursuant to such authority (including Shares issued pursuant to any Instrumentbut excluding Shares which may be issued pursuant to any adjustment (`Àdjustment'') effectedunder any relevant Instrument, which Adjustment shall be made in compliance with theprovisions of the Listing Manual of the SGX-ST for the time being in force (unless suchcompliance has been waived by the SGX-ST) and the Articles of Association for the time beingof our Company), shall not exceed 50% of the issued share capital of our Company immediatelyafter the Invitation, and provided that the aggregate number of such Shares to be issued otherthan on a pro rata basis in pursuance to such authority (including Shares issued pursuant to anyInstrument but excluding shares which may be issued pursuant to any Adjustment effectedunder any relevant Instrument) to the existing Shareholders shall not exceed 20% of the issuedshare capital of our Company immediately after the Invitation, and, unless revoked or varied byour Company in general meeting, such authority shall continue in force until the conclusion ofthe next Annual General Meeting of our Company or the date by which the next Annual GeneralMeeting of our Company is required by law to be held, whichever is the earlier.For this purpose, the percentage of the issued share capital of the Company is to be calculatedbased on the maximum potential share capital of our Company at the time the resolution ispassed (taking into account the conversion or exercise of any convertible securities andemployee share options issued or granted and remaining outstanding and exercisable, at thetime the resolution is passed), adjusted for any subsequent consolidation or subdivision ofShares in our Company.As at the date of this Prospectus, there is only one class of shares in the capital of our Company,being ordinary shares of $0.05 each. The rights and privileges of these Shares are as stated in ourArticles. There are no founder, management, deferred or unissued Shares reserved for issuance forany purpose.As at the date of this Prospectus, our issued and fully paid-up share capital is $8,000,000 comprising160,000,000 Shares. Upon completion of the Invitation, our issued and paid-up share capital will beincreased to $10,000,000 comprising 200,000,000 Shares.Details of changes in our issued and paid-up share capital since 31 March 2003 being the date of ourlast audited accounts, and our expected issued and paid-up share capital after the Invitation are setout below.Number ofshares $Issued and fully paid ordinary shares of $0.05 each as at 31 March 2003 160,000,000 160,000,000Pre-Invitation issued and paid-up share capital 160,000,000 8,000,000New ordinary shares of $0.05 each issued pursuant to the Invitation 40,000,000 2,000,000Post-Invitation issued and paid-up share capital 200,000,000 10,000,00057

Our authorised share capital and shareholders' funds as at 31 March 2003 and after the issue of theNew Shares are set out below.As at 31 March After the2003 (1) Invitation$ $Authorised Share Capital 20,000,000 20,000,000Shareholders' fundsIssued and paid-up ordinary shares 8,000,000 10,000,000Share premium 355,002 7,355,002Retained pro®ts 2,395,296 2,395,296Total Shareholders' funds 10,750,298 19,750,298Note:±(1) As at 31 March 2003, our Company had completed the Restructuring Exercise and the Share Split.SHAREHOLDERSThe shareholdings of our Directors and substantial shareholders immediately before and after theInvitation are set out below. We have only a single class of ordinary shares with equal voting rights.Before the InvitationDirect Interest Indirect Interest Total InterestNumber ofShares %Number ofShares %Number ofShares %DirectorsMr Nicholas Sims Leese (1) Ð Ð 83,018,362 51.89 83,018,362 51.89Ms Cynthia Poa Kheng Bee Ð Ð 83,018,362 51.89 83,018,362 51.89Ms Serene Ali Tan (1) Ð Ð 83,018,362 51.89 83,018,362 51.89Mr David Lim Teck Leong Ð Ð Ð Ð Ð ÐMs Tay Peck Suan Ð Ð Ð Ð Ð ÐMr Tan Seng Leong Ð Ð Ð Ð Ð ÐMr Thomas Yeoh Eng Leong (4) Ð Ð Ð Ð Ð ÐSubstantial shareholdersHealthcare Group Inc (2) 83,018,362 51.89 Ð Ð 83,018,362 51.89Osim International Ltd (4) 47,840,000 29.90 Ð Ð 47,840,000 29.90Other shareholders of less than5% who are related to theDirectors or substantialshareholdersMs Teh Loo Lim (5) 4,000 n.m. Ð Ð 4,000 n.m.Other shareholders of less than5% who are not related tothe Directors or substantialshareholdersOther investors (3) 28,863,638 18.04 Ð Ð 28,863,638 18.04Employee shareholders 274,000 0.17 Ð Ð 274,000 0.17Public Ð Ð Ð Ð Ð ÐTotal 160,000,000 100.0058

After the InvitationDirect Interest Indirect Interest Total InterestNumber ofShares %Number ofShares %Number ofShares %DirectorsMr Nicholas Sims Leese (1) Ð Ð 83,018,362 41.51 83,018,362 41.51Ms Cynthia Poa Kheng Bee Ð Ð 83,018,362 41.51 83,018,362 41.51Ms Serene Ali Tan (1) Ð Ð 83,018,362 41.51 83,018,362 41.51Mr David Lim Teck Leong Ð Ð Ð Ð Ð ÐMs Tay Peck Suan Ð Ð Ð Ð Ð ÐMr Tan Seng Leong Ð Ð Ð Ð Ð ÐMr Thomas Yeoh Eng Leong (4) Ð Ð Ð Ð Ð ÐSubstantial shareholdersHealthcare Group Inc (2) 83,018,362 41.51 Ð Ð 83,018,362 41.51Osim International Ltd (4) 47,840,000 23.92 Ð Ð 47,840,000 23.92Other shareholders of lessthan 5% who are related tothe Directors or substantialshareholdersMs Teh Loo Lim (5) 4,000 n.m. Ð Ð 4,000 n.m.Other shareholders of lessthan 5% who are not relatedto the Directors orsubstantial shareholdersOther investors (3) 28,863,638 14.43 Ð Ð 28,863,638 14.43Employee shareholders 274,000 0.14 Ð Ð 274,000 0.14Public 40,000,000 20.00 Ð Ð 40,000,000 20.00Total 200,000,000 100.00Notes:±(1) Mr Nicholas Sims Leese and Ms Serene Ali Tan are living under the same household as husband and wife.(2) Healthcare Group Inc, who is our controlling shareholder, is a company incorporated in the British Virgin Islands and itsshareholders are Ms Cynthia Poa Kheng Bee as to 75% and Ms Serene Ali Tan as to 25%.(3) The Other investors comprise a group of private investors who each hold less than 5% of the Shares. Save for 2 of theinvestors, all the other private investors (which includes Mr Harry Elias, the senior partner of the Solicitors of the Invitation)acquired the Shares at $0.18 per Share (``Completion Price'') pursuant to an investment agreement with Healthcare. Thesaid two investors includes Mr Kam Wing Sing, who acquired his shares from Mr Poa Kheng Sin and is not subject to theterms of the investment agreement, as elaborated in footnote 1 of page 55. Under such investment agreement, if 80% ofthe Issue Price of the Shares was more or less than the Completion Price, a cash payment (``Cash Adjustment'') would bemade by such investor to Healthcare or vice versa (as the case may be), for the amount of the difference between 80% ofthe Issue Price and the Completion Price of the Shares. In addition, each of the investors is granted a put option byHealthcare to sell to Healthcare all (and not part) of the Shares acquired by them for an amount equal to the aggregateCompletion Price paid by such investor and interest thereon at the rate of 7.5% per annum with monthly rests for theperiod commencing from the date of their respective investment agreement and ending on the date falling 14 days afterthe investor informs Healthcare of its exercise of such put option. The put option is exercisable in the event no eligibilityto-listletter is obtained by the Due Date or in the event such letter is obtained, it is subsequently withdrawn or in the eventthere is no IPO by the Due Date (whichever is the earlier) (``Speci®ed Event''). For this purpose, the current Due Date is 30June 2004. The put option must be exercised within 7 business days of the investor being noti®ed of the occurrence of theSpeci®ed Event failing which such option expires and becomes null and void. In the event of an involuntary winding-up ofour Company, the option will also expire and become null and void. None of the investors individually own 5% or more ofthe enlarged share capital of our Company.(4) Osim International Limited, a company incorporated in Singapore and listed on the SGX-ST, acquired the 47,840,000Shares from Healthcare in April 2003. The controlling shareholder of Osim is Mr Ron Sim Chye Hock. Mr Thomas YeohEng Leong is a director nominated by Osim to sit on the board of our Company. Osim is not related to any of ourExecutive Directors and Independent Directors or to our controlling shareholder, Healthcare.(5) Ms Teh Loo Lim is a cousin to Ms Cynthia Poa Kheng Bee.Save as disclosed above, there are no other known relationships among our Directors andshareholders.59

The interests and voting rights of the Shares owned by our Directors and our substantial shareholdersdo not differ from those attaching to the New Shares.Save as disclosed below, there has been no signi®cant change in the percentage of ownership heldby our substantial shareholders and Directors in the last three years (1) :Shareholding as at 31 March 2002 (2)(4) Shareholding as at 31 March 2003 (3)(4) Latest Practicable Date (4)Shareholding as at theDirect Deemed Direct Deemed Direct DeemedOrdinaryshares of$1.00 each %Ordinaryshares of$1.00 each %Ordinaryshares of$0.05 each %Ordinaryshares of$0.05 each %Ordinaryshares of$0.05 each %Ordinaryshares of$0.05 each %DierctorsMr NicholasSims Leese (4) Ð Ð 2 100 Ð Ð 131,312,907 82.07 Ð Ð 83,018,362 51.89Ms CynthiaPoa KhengBee (2)(4) 1 50 2 100 Ð Ð 131,312,907 82.07 Ð Ð 83,018,362 51.89Ms Serene AliTan (2)(4) 1 50 2 100 Ð Ð 131,312,907 82.07 Ð Ð 83,018,362 51.89SubstantialshareholdersHealthcareGroup Inc (2)(4) Ð Ð 2 100 131,312,907 82.07 Ð Ð 83,018,362 51.89 Ð ÐOsimInternationalLimited (5) Ð Ð Ð Ð Ð Ð Ð Ð 47,840,000 29.9 Ð ÐNotes:(1) As our Company was incorporated only on 25 October 2001, the information for 31 March 2001 is not applicable.(2) As at 31 March 2002, only 2 subscriber shares of $1.00 each were issued, one each to Ms Cynthia Poa Kheng Bee and toMs Serene Ali Tan who held them on trust for Healthcare Group Inc.(3) Pursuant to a restructuring exercise undertaken in October 2002, an additional 7,999,998 new ordinary shares of $1.00 eachwere issued to Healthcare Group Inc. making a total of 8,000,000 ordinary shares of $1.00 each. At an extraordinary generalmeeting of our Company held on 1 November 2002, our shareholders approved a subdivision of each ordinary share of$1.00 in the share capital of our Company into 20 ordinary shares of $0.05 each.(4) Healthcare Group Inc, is a company incorporated in the British Virgin Islands and its shareholders are Ms Cynthia PoaKheng Bee as to 75% and Ms Serene Ali Tan as to 25%. Ms Serene Ali Tan and Ms Cynthia Poa Kheng Bee are deemedinterested in these shares by virtue of their shareholding in Healthcare Group Inc. Mr Nicholas Sims Leese is deemedinterested in these shares by virture of his relationship with Ms Serene Ali Tan.(5) Osim International Limited acquired 47,840,000 shares from Healthcare Group Inc pursuant to an agreement dated 28 March2003.MORATORIUMTo demonstrate its commitment to our Group, our Company's controlling shareholders, Healthcareand Osim, who bene®cially own approximately 41.51% and 23.92% respectively, of our enlargedissued and paid-up capital immediately after the Invitation, have undertaken not to dispose of ortransfer any part of its shareholding interests in our Company for a period of 12 months and 6months respectively, from the date of our Company's admission to the Of®cial List of the SGX-ST.Our Executive Directors, Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan, are the shareholders ofHealthcare. By virtue of their respective shareholdings in Healthcare, they are each deemed to beinterested in the shares bene®cially owned by Healthcare of approximately 41.51% of our enlargedissued and paid-up capital after the Invitation. Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tanhave undertaken not to dispose of or transfer any part of their shareholding interests in Healthcare(and by extension, their indirect shareholding interests in the Company) for a period of 12 monthsfrom the date of our Company's admission to the Of®cial List of the SGX-ST.60

RESTRUCTURING EXERCISEVictoria House and Nutri-Active were incorporated and acquired in 1994 and 1997 respectively toundertake the retailing and wholesale distribution of nutraceutical products in Singapore. This was inconjunction with the securing of the development, franchise and distribution rights from GNC Inc inrespect of the retail (via GNC retail outlets) and the wholesale distribution of GNC nutraceuticalproducts in Singapore, and the securing of distribution rights in respect of other international brandsof nutraceutical products. Victoria House and Nutri-Active were then wholly bene®cially owned by MsSerene Ali Tan and/or Ms Cynthia Poa until 1999. From 1999 to 2000, Victoria House and Nutri-Activewere wholly bene®cally owned by Ms Serene Ali Tan.Pursuant to an agreement entered into in June 2000, Victoria House and Nutri-Active were whollyacquired by Health One in exchange for shares in Health One being issued to Healthcare which wasan entity newly acquired by Ms Serene Ali Tan and which remained wholly bene®cially owned by heruntil Ms Cynthia Poa Kheng Bee acquired 75% of the shares in Healthcare in June 2002.In addition, Health One acquired 100% of Cybercare Medical Networks Pte Ltd, a company carryingon the business of providing managed healthcare services in exchange for shares in Health One beingissued to B&O Holdings Pte Ltd, One World and Dow Inc. As a result of such restructuring, theshareholders of Health One became B&O Holdings Pte Ltd (18.96%), Healthcare (24.7%), One World(55.04%) and Dow Inc (1.3%).The intention then was to list Health One shares on the SGX-ST Dealing and Automated QuotationSystem. However, following some disagreements between the then shareholders of Health One, theSGX-ST subsequently withdrew its approval-in-principle and the proposed listing of Health One wasnot proceeded with.Between June 2002 and September 2002, Healthcare acquired all the remaining shares of Health Onewhich were held by the other then shareholders of Health One and Health One then became 100%owned by Healthcare.A term loan was obtained by Healthcare from UOB to ®nance such acquisition of 100% interest inHealth One and as security for such term loan, certain shares in Health One were transferred to andregistered in favour of United Overseas Bank Nominees (Private) Limited, as nominee of UOB. Underthe terms of the said term loan agreement, in the event of a disposal of the assets of Health One, UOBcould require an exchange of security granted to it in respect of shares in Health One with a securityover shares in the entity to which the assets of Health One are transferred.On 25 October 2001, our Company was incorporated as an investment holding company. Subsequentthereto, the Restructuring Exercise (as elaborated below) was effected to facilitate the regrouping andrestructuring of the nutraceutical retail and wholesale distribution businesses carried on via VictoriaHouse and Nutri-Active under our Company and the listing of our Company on the Main Board ofthe SGX-ST. Pursuant to the terms of the term loan agreement between Healthcare and UOB, UOBwas granted security over certain Shares in our Company in exchange for its security over shares inHealth One.The Restructuring Exercise was undertaken in October 2002 and included, inter alia, the following:±(i) acquisition by our Company of 100% interest in Victoria House and Nutri-Active from Health Oneat an aggregate purchase consideration of $8,355,000; and(ii) in consideration thereof, our Company issued and allotted 7,999,998 ordinary shares of $1.00each in our Company, credited as fully paid to Health One who had renounced such shares infavour of Healthcare. The aggregate purchase consideration for the 100% interest in VictoriaHouse and Nutri-Active was computed based on the unaudited net assets value as at 31August 2002 of the respective companies, adjusted for the unrealised pro®ts in the inventoriesheld by Victoria House which were purchased from Nutri-Active. Of the said 7,999,998 ordinaryshares of $1.00 each issued by our Company, 6,000,000 were registered in the name of UnitedOverseas Bank Nominees (Private) Limited (as nominee for UOB) as security for a loan obtainedby Healthcare from UOB, further details of which are set out above.61

Following the Restructuring Exercise, our Company became the holding company of Victoria Houseand Nutri-Active. Victoria House in turn owns a 50% interest in each of our Group's overseasassociated companies, Nutri-Active (M), Victoria House (M) and Victoria House (B).In December 2002, our Company acquired a new subsidiary Victoria House (C) which has notcommenced business as at the date of this Prospectus.On 28 March 2003, a sale and purchase agreement was entered into between Healthcare and Osimpursuant to which Healthcare agreed to sell and Osim agreed to purchase 47,840,000 Shares.On 21 April 2003, the sale and purchase of the 47,840,000 Shares by Healthcare to Osim wascompleted. In addition, the term loan granted by UOB to Healthcare was fully repaid by Healthcareand the security granted by Healthcare over certain Shares (as aforementioned) was fully releasedand discharged by UOB.ACQUISITION OF USB INC.Introduction and Information on USB IncOn 22 August 2003, Victoria House entered into a sale and purchase agreement (``22 AugustAgreement'') with Mr Donald Eugene Black (``DB'') to, inter alia, acquire the entire equity interest ofUSB from DB (`ÙSB Acquisition''). The acquisition was completed on 1 December 2003.USB was incorporated in Guam in October 2002 and its principal activities are the operation of retailoutlets, as a GNC franchisee, in certain US military and naval bases in Japan and Korea. Previously,such retail outlets were operated by DB as a sole proprietor. Effective February 2003, DB transferredto USB all his GNC retail businesses described above.Purchase Consideration for USB AcquisitionThe aggregate consideration for the USB Acquisition is US$1,702,372 comprising of:±(i) an amount of US$937,372.00 by way of a debt waiver for the amount owing by DB to VictoriaHouse. The sum of US$937,372.00 was previously paid by Victoria House on behalf of DB toGNC Inc for debts owing by DB to GNC Inc in relation to his operation of retail outlets as aGNC franchisee, in US military and naval bases in Japan and Korea;(ii) an amount of US$490,000 payable by USB to DB as fees for consultancy services over a periodof 3 years; and(iii) an amount of US$275,000 payable to DB as a fee for certain undertaking from him not to, interalia, compete with the business of the Group.The total purchase consideration was ®nanced using our internal sources of funds.The consultancy fee is payable over a period of 3 years at US$13,500 per month for the ®rst35 months and US$17,500 for the 36 th month. The fee of US$275,000 payable to DB for hisundertaking to comply with certain restrictive covenants not to compete with the business of ourGroup in certain territories will be payable at the expiry of the term of the covenants on 30 November2006.In arriving at the abovementioned consideration for the USB Acquisition, our Directors had taken intoconsideration various factors including the revenue which USB derives from the existing 12 GNC retailoutlets operating at certain US military and naval bases in Japan and Korea, the potential of openingnew GNC retail outlets in other US military and naval bases in Japan and Korea and the assistancewhich DB can give to our Group as we enter into this new market.62

Material Agreements in connection with USB AcquisitionPursuant to the 22 August Agreement and in connection with the USB Acquisition, the followingagreements were entered into with DB on 26 November 2003:±(i) Consultancy Agreement between USB and DB; and(ii) Agreement on Restrictive Covenants between USB and DB.Under the Consultancy Agreement between USB and DB, DB undertook to provide services related tothe maintenance of good and proper relationships with the Army and Air Force Exchange Services(`À.A.F.E.S.'') as well as initiating and conducting negotiations with GNC and U.S.A.F. for theprocurement of the GNC franchise for the marketing and distribution of GNC dietary supplements inother territories (including but not limited to Alaska) in which U.S.A.F. has established a presence. TheConsultancy Agreement is terminable immediately by USB on grounds including a serious breach byDB of his obligations under the Consultancy Agreement or if DB is guilty of gross default ormisconduct in connection with the business of USB. In addition, if certain events of default occurswithin the ®rst 24 months of the term of the Consultancy Agreement, the fees payable to DB shall bereduced by US$3,500 per month from the occurence of the event of default until the 24 th month of theConsultancy Agreement, after which the Consultancy Agreement will terminate. In the event suchevents of default occurs after the 24 th month of the term of the Consultancy Agreement, theConsultancy Agreement will forthwith terminate. The events of default relate essentially to thebankruptcy of DB or if legal proceedings are instituted against DB and USB is of the opinion it willmaterially affect DB's ability to perform his obligations under the Consultancy Agreement.Under the Agreement on Restrictive Covenants, DB undertook from 26 November 2003 to 30November 2006, not to inter alia, be employed in any business in competition with the business ofmarketing, wholesaling, retailing and distributing GNC nutritional and dietary supplements and othersimilar products through a network of GNC franchise stores in Korea and Japan (including Okinawaand South Korea, Alaska and the Asia Paci®c region (the ``Business'') or carry on for its ownaccount, either alone or in partnership or be concerned as a director or shareholder in or be thebene®cial owner of any share in or lend any money to any company engaged in any business incompetition with the Business or induce any directors or employees of USB to terminate suchperson's directorship or to leave the employment of USB. The Agreement on Restrictive Covenantswill automatically terminate before the expiry of the term of the Agreement in the event of thebankruptcy of DB or if it is, in the opinion of USB, unlikely that DB will be able to meet his ®nancialobligations. In the event of such termination, the fee of US$275,000 will cease to be payable to DB.In addition, and pursuant to the 22 August Agreement, Victoria House has also entered into a LoanAgreement with DB on 26 November 2003 to advance an interest free loan of US$525,000 to DB.Under the terms of the Loan Agreement, the loan will be repaid by DB to Victoria House over aperiod of 3 years and in this connection, DB has given a written instruction to USB to pay to VictoriaHouse:±(i)(ii)part of the aggregate consultancy fee of US$490,000 payable by USB to DB under theConsultancy Agreement mentioned above, amounting in aggregate to US$250,000, with thebalance US$240,000 being payable directly to DB over a period of 24 months; andthe full amount of US$275,000 payable to DB at the expiry of the term of the Agreement onRestrictive Covenants as mentioned above.However, the Loan Agreement provides that:±(i) in the event the Consultancy Agreement is terminated before its expiry, the loan amountrepayable by DB to Victoria House shall be reduced by the balance amount of the US$250,000consultancy fee payable directly to Victoria House (as mentioned in paragraph (i) above) whichremain unpaid at the point the Consultancy Agreement is terminated; and(ii) in the event the Agreement on Restrictive Covenants is terminated before its expiry, the loanamount repayable by DB will be reduced by the amount of US$275,000.63

USB also agreed with DB that in the event due to DB's efforts, USB is granted Status Of ForcesAgreement (``SOFA'') or duty free status in Korea and Japan (including Okinawa) within 24 months ofthe 22 August Agreement, USB will pay DB a sum of US$100,000 and will reimburse all expenses (upto the maximum of US$25,000) incurred by DB in procuring for USB the said SOFA or duty free status.Financial Information of USBThe unaudited income statement for the ®nancial period from 1 April 2003 to 31 October 2003 for USBand the unaudited balance sheet of USB as at 31 October 2003 are set out in Appendices E7 and E8respectively.Financial Effect of USB AcquisitionThe net liabilities after deducting goodwill as at the date of acquisition on 1 December 2003,amounted to approximately US$490,000 resulting in a goodwill on acquisition of US$2,192,372,based on our cost of investment of US$1,702,372. The goodwill will be amortised over a period of15 years commencing on the date of acquisition.Had the USB Acquisition been completed by the end of the most recent completed ®nancial year31 March 2003, our pre-Invitation net tangible assets per Share as at 31 March 2003, based on theadjusted net tangible assets of S$4,353,000 and the pre-Invitation share capital of 160,000,000Shares, would have reduced by 2.4 cents from 5.1 cents to 2.7 cents.As USB commenced business only in February 2003, with only 2 months of operations up to 31 March2003, it is not meaningful to show the effect of the acquisition on earnings per Share for the ®nancialyear ended 31 March 2003. For the 2 months period up to 31 March 2003 and for the 7 months periodup to 31 October 2003, USB reported an unaudited net loss of US$23,772 and US$304,585respectively.Rationale for USB AcquisitionOur Board is of the view that the acquisition of the 100% equity interest of USB is in line with ourGroup's intended expansion into the Asia Paci®c region and in particular, a strategic springboard forour Group's expansion plan into US military and naval bases in this region. We believe that this marketis largely untapped and has a good potential for future growth.None of our directors or controlling shareholders has any interests direct or indirect in the USBAcquisition save for our independent Director Mr David Lim whose legal ®rm Messrs David Lim andPartners acted as our legal advisers in the USB Acquisition.64

GROUP STRUCTUREOur Group Structure is as follows:±GLOBAL ACTIVE100%100%100%VICTORIA HOUSENUTRI-ACTIVEVICTORIA HOUSE (C)50% 50% 50%100%NUTRI-ACTIVE(M)VICTORIA HOUSE(M)VICTORIA HOUSE(B)USBThe details of our subsidiaries and associated companies as at the date of this Prospectus are asfollows:±Name of CompanySubsidiariesDate and place ofincorporationVictoria House 20 October 1994SingaporeNutri-Active 10 September 1997SingaporeVictoria House (C) 23 November 2001Hong KongUSB 16 October 2002GuamAssociated CompaniesNutri-Active (M) 16 April 2001MalaysiaVictoria House (M) 12 April 2001MalaysiaVictoria House (B) 27 June 2002BruneiPrincipal activityRetail of nutraceuticalproductsDistribution ofnutraceutical productsRetail and distributionof nutraceuticalproductsRetail of nutraceuticalproductsDistribution ofnutraceutical productsRetail of nutraceuticalproductsRetail of nutraceuticalproductsIssued andpaid-up capital%owned$2,800,000 100$2,600,000 100HK$2 100 (1)US$2,000 100 (2)RM1,500,000 50RM2,000,000 50B$100,000 50Notes:±(1) One share in Victoria House (C) is being held on trust by Ms Cynthia Poa Kheng Bee for Global Active.(2) Three shares in USB are being held on trust by Ms Cynthia Poa Kheng Bee, Mr Panjabi Sanjay Gordhan @ Panjumal SanjayGordhan and Mr Sin Hee Chai (as to one share each) for Victoria House.65

Nutri-Active is the distributor of nutraceutical products. Besides supplying these products to VictoriaHouse, Nutri-Active (M), Victoria House (B) and USB, it also sells to local clinics, hospitals and otheroverseas customers.Victoria House is an authorised GNC franchisee in Singapore. Our Group's associated company,Victoria House (M), is an authorised GNC franchisee in Malaysia and our Group's associatedcompany, Victoria House (B), is an authorised GNC franchisee in Brunei.In March 2002, Victoria House and our Malaysian partner Rancak Tulen entered into a shareholdersagreement for a 50±50 joint venture (in the form of Nutri-Active (M)) to distribute nutraceuticalproducts (including GNC products) in Malaysia.In March 2002, Victoria House and our Malaysian partner Rancak Tulen entered into a shareholdersagreement for a 50±50 joint venture (in the form of Victoria House (M)) to establish and operate GNCretail outlets in Malaysia.Victoria House (B) was incorporated in Brunei as the retail arm of our Group in Brunei. It is a 50±50joint venture between Victoria House and our Brunei partner, QAF Investments.In December 2002, Victoria House (C), a company incorporated in Hong Kong, was acquired by ourGroup to enter into a Development Agreement and a Distribution Agreement with GNC Inc relating tothe establishment of GNC retail outlets in the PRC (excluding Hong Kong, Macau and United Statesmilitary bases therein) and to obtain the exclusive distribution rights for GNC products in suchterritory, respectively. As at the date of this Prospectus, Victoria House (C) has not commencedbusiness.On 1 December 2003, Victoria House acquired the entire equity interest of USB which currentlyoperates 12 GNC retail outlets in certain US military and naval bases in Japan and Korea.66

HISTORYOur Company was incorporated in Singapore as a private limited company on 25 October 2001 underthe Companies Act. We converted into a public company on 18 December 2002 and changed ourname from Global Active Pte Ltd to Global Active Limited.We are an investment holding company. Our operations are undertaken by our subsidiaries (VictoriaHouse, Nutri-Active, Victoria House (C), and USB) and our Group's overseas associated companies(Nutri-Active (M), Victoria House (M) and Victoria House (B)), to the extent they have commencedbusiness as at the date of this Prospectus.In addition to the application by Health One Limited for a listing on the SGX-ST in 2000 referred to onpage 61 of this Prospectus, in November 2002, our Company was granted eligibility to list on theSGX-ST and prospectuses were lodged with the Monetary Authority of Singapore early this year.However, due to poor market sentiments, we had at the relevant time decided not to proceed withour listing.HISTORICAL DEVELOPMENT OF OUR GROUPFollowing the incorporation of Victoria House on 20 October 1994 by Ms Serene Ali Tan for theretailing of nutraceutical products in Singapore, Victoria House secured a franchise agreement withGNC Inc in 1995 and established our ®rst GNC retail outlet at Forum, The Shopping Mall, in thesame year. The GNC Group comprises the largest specialty retailer of nutraceutical products in theU.S. with more than 5,000 GNC retail outlets worldwide.In October 1997, Nutri-Active then a shell company, was acquired to carry out the wholesaledistribution of nutraceutical products. Since then, Nutri-Active has been sourcing for nutraceuticalproducts that are in demand in Singapore from the U.S., Europe and Australia. By 1998, we wereable to obtain exclusive distribution rights in Singapore for well-known brands of nutritionalsupplements such as Solaray, Earth's Bounty and Natural Balance. In addition, Nutri-Active alsostarted distributing a range of sports nutrition brands such as EAS, MuscleTech and Next Protein.For a complete list of our distributorships, please refer to Appendix B of this Prospectus.We started our own nutraceutical brand, L.A.C., in Singapore, in 1997. L.A.C. products complementedour existing product lines and enabled us to offer more choices to our consumers.Our Group has experienced good growth since the opening of our ®rst GNC retail outlet in 1995. InSingapore, our operations expanded to 5 GNC retail outlets by the end of 1996, 33 GNC retail outletsby the end of 2001 and 56 GNC retail outlets island-wide as at the Latest Practicable Date.In March 2002, we entered into joint-venture agreements with Rancak Tulen to commence operationsin Malaysia through Nutri-Active (M) and Victoria House (M).Victoria House entered into a Development Agreement with GNC Inc on 3 October 2001 for theestablishment and operation of GNC retail outlets in Brunei. In August 2002, we entered into a jointventure with QAF Investments to set up GNC retail outlets in Brunei.In December 2002, Victoria House (C) entered into a Development Agreement with GNC Inc for theestablishment and operation of GNC retail outlets in the PRC (excluding Hong Kong, Macau andUnited States military bases therein) and a Distribution Agreement with GNC Inc for the distributionof GNC products in such territory.On 1 December 2003, USB was acquired by Victoria House from DB.67

We have been consistently recognised by the GNC Group for our growth rate and the quality of ourservice. In this regard, our subsidiary, Victoria House, has received the following awards for itssuccessful retailing efforts:±(i) ``Top Beat-Last-Year Store'' Award (1998)Awarded to Victoria House in respect of our GNC retail outlet located at Tampines Mall, forachieving BLY (Beat Last Year) of 135% (which represented a 135% growth in sales over theyear before).(ii) ``Store of the Year'' Award (1999)Awarded to Victoria House in respect of our GNC retail outlet located at Wisma Atria, for beingthe most outstanding GNC retail outlet internationally, in 1999.(iii) ``Million Dollar Store'' Award (2000)Presented to Victoria House in respect of our GNC retail outlet located at Wisma Atria, forachieving retail sales in excess of US$ 1 million for the relevant 12-month period assessed bythe GNC Group.(iv) ``Country of the Year'' Award (2001)Presented to Victoria House for being the greatest overall contributor to the GNC InternationalSystem by delivering the highest store sales, superior store merchandising and best customerservice in Singapore. It also opened the largest number of new stores in any one country forthe relevant 12-month period assessed by the GNC Group.(v) ``Highest Beat-Last-Year Country'' Award (2001)Presented to Victoria House at the May 2002 GNC Convention in Las Vegas. This award was inrecognition of Victoria House's good sales performance.SIGNIFICANT MILESTONES IN THE HISTORY OF OUR GROUPThe key milestones in the development of our Group are highlighted chronologically below:±1994 Victoria House was incorporated1995 Awarded the GNC franchise for SingaporeOpened our first GNC retail outlet in Singapore at Forum, The Shopping Mall1997 Nutri-Active was incorporated to commence the wholesale and distribution of nutraceuticalproductsStarted to develop and sell our proprietary brand, L.A.C., nutraceutical products1998 Awarded the exclusive distributorship of INC Pycnogenol in Singapore2000 Entered into a Development Agreement and exclusive Distribution Agreement with GNC Incin relation to MalaysiaEntered into a strategic alliance with the Dairy Farm Group to open GNC retail outlets inoutlets established by the Dairy Farm Group companiesOpened our first GNC store-in-store retail outlet at the Guardian Pharmacy outlet located atMalacca Centre2001 Opened our first GNC retail outlet in Malaysia in Mid Valley Mega MallEntered into a Development Agreement with GNC Inc in relation to BruneiMoved into our own premises at Ubi Crescent68

2002 Nutri-Active was presented with the ``Rain-Maker'' award by EAS (Experimental andApplied Sciences, Inc), one of our major suppliers, for overall sales growth and expansionin AsiaOpened our 50th GNC retail outlet in Singapore, at Tangs MarketOpened the first GNC Smoothie Bar outside the U.S. at Tangs Market in SingaporeOpened our first GNC retail outlet in BruneiObtained the exclusive distribution rights for one of our top-selling products, INCPycnogenol for the PRCEntered into a Development Agreement and exclusive Distribution Agreement with GNC Incin relation to the PRC (excluding Hong Kong, Macau and United States military basestherein)2003 Healthcare entered into a sale and purchase agreement with Osim for the acquisition of47,840,000 Shares in our Company by Osim, making our Company an associate of Osim.Acquired all the shares in USB. Please refer to pages 62 to 64 of this Prospectus for moredetails.GROWTH OF OUR GNC RETAIL OUTLETS IN SINGAPORE OVER THE YEARS6050NUMBER OF GNC RETAIL OUTLETS4030201001995 1996 1997 1998 1999 2000 2001 2002 2003YEARWHO WE ARE NOWAs at the Latest Practicable Date, with 56 GNC retail outlets throughout Singapore, we are the largestspecialty retailer of nutraceutical products in the country. In addition, we have, through our Group'sassociated companies, opened 13 and 1 GNC retail outlet(s) in Malaysia and Brunei respectively asat the Latest Practicable Date, and through USB, operate 12 GNC retail outlets in certain US militaryand naval bases in Japan and Korea.In addition, we have a wholesale distribution network for our various nutraceutical products that spansHong Kong, India, Indonesia, US military and naval bases in Japan and Korea, the Philippines, thePRC, Singapore, Taiwan and Thailand. We distribute GNC products to our Group's associatedcompanies, local hospitals/clinics and other wholesale customers in Malaysia and Brunei. Third partyinternational brand products are distributed to wholesale customers in countries where we haveexclusive distribution rights or where there is no exclusive distributor. L.A.C. products, being ourown proprietary brand of products are distributed to all regional countries where there is a demand.Moving forward, we plan to expand our overseas operations by opening additional GNC retail outletsin Malaysia, Brunei, US military and/or naval bases in Japan and Korea, and establishing a presence inthe PRC. We also intend to secure GNC franchises for other countries in the Asia-Paci®c region (aselaborated on pages 20 and 21 of this Prospectus). As for our distribution network, we will be lookingto further strengthen our foothold in the countries where we currently have a presence.69

BUSINESSNUTRACEUTICALS Ð THE PRODUCTS WE OFFER``Nutraceuticals'' is a category of healthcare products that encompasses nutritional supplements,vitamins, minerals, herbs and functional foods that have nutritional or general health bene®ts.Our Group offers a wide range of nutraceutical products aimed at catering to people of different agesand sexes, in support of a healthy lifestyle. These products may be categorised into one of thefollowing six categories:±(1) Vitamins and MineralsVitamins and minerals are micronutrients that function as co-enzymes in our body. They are thebasic components of enzymes, which are the foundation of all our bodily functions. Our popularproducts in this category include ``GNC Ultra Mega Gold'', ``GNC Women's Ultra Mega'' and``GNC Mega Men''.(2) Sports NutritionProteins and nutritional powders enhance stamina and facilitate muscle development andrecovery. These products support athletes and sportsmen in their workouts, exercise or trainingprogrammes. Examples of products in this category include ``GNC Pro Performance AminoAcids'', ``GNC Pro Performance Creatine'', ``GNC Pro Performance Weight Gainer'', ``NextNutrition Designer Protein'' and `ÈAS Myoplex''.(3) HerbsHerbal products provide consumers with another option to enhance their health and total wellbeing.Some of our more popular herbal products include ``GNC Herbal Plus Ginseng'', ``GNCHerbal Plus Milk Thistle'' and ``GNC Herbal Plus Bilberry''.(4) Food SupplementsFood supplements provide a simple solution to supplementing a person's diet. This category ofsupplements features whole foods such as royal jelly, green foods and other food supplementssuch as digestive enzymes, ®bres and essential fatty acids. Examples of products in thiscategory include ``GNC Natural Balance Mega Acidophilus'', ``GNC Natural Balance EnzymeDigestant'', ``GNC Preventive Nutrition Multi-Oil'' and ``L.A.C. Green Balance''.(5) Beauty and CosmeticsOur cosmetic products help maintain a person's hair or skin. Our formulations incorporatenatural ingredients such as amino acids, vitamins and minerals. Examples of these productsinclude ``GNC Biotin Shampoo/Conditioner'', ``GNC Elastin Cream'', ``GNC Aloe Vera Gel'' and``Klein-Becker Dermalin-APg''.(6) Youth-Enhancing ProductsThis category of products is primarily targetted at those over 40 years old. They are mainlygrowth hormone releasers which facilitate the regenerative processes in the human body.Examples of such products are ``GNC Basic Antioxidants'', `Ùltra Max HGH'', ``Secretagogue-One'' and ``Longevitrol''.70

PRINCIPAL ACTIVITIESWe are engaged in the retail and wholesale distribution of nutraceuticals.GROUP MISSIONAs a GNC franchisee, we adopt the GNC Mission, which is:±. To continue to be the leading provider of products, services and information in the self-care andpersonal enhancement market; and. To provide a shopping experience that exceeds our customers' expectations.DIAGRAMMATIC OVERVIEW OF OUR BUSINESSA conceptual overview of our business is depicted graphically below:±PRODUCTSSUPPLIEDDISTRIBUTIONCHANNELS ( )GNC productsGNC retail outletsThird party productsProprietary L.A.C.productsWholesale Channel* Our products are also sold online via our website, www.nutriactive.com. At the present moment, sales attributable to thischannel is insigni®cant.As a GNC franchisee, we offer predominantly GNC products. However, we also sell and distributeother third party international brands and our own proprietary L.A.C. brand of nutraceutical products.The bulk of our products are sold to the retail market through our GNC retail outlets. Wholesaledistribution is done to, inter alia, local clinics, local hospitals and overseas customers.As a GNC franchisee, we run and operate our business on the basis of our Distribution, Developmentand Franchise Agreements with GNC Inc. These agreements are speci®c to our activities in aparticular country. For more details of these various agreements, please refer to ``BusinessArrangements with GNC Inc'' on pages 84 to 88 of this Prospectus.PRODUCT SEGMENTSCurrently, through various companies within our Group, we are the sole GNC franchisee in Singapore,Malaysia, Brunei and certain US military and naval bases in Japan and Korea. The GNC Groupcomprises the largest U.S. specialty retailer of vitamins, minerals, herbal supplements, sportsnutrition, as well as many personal care and related products.The products we sell include:±. GNC ProductsAs a GNC franchisee, GNC products account for approximately 60% of our range ofnutraceutical products.71

Our GNC products cover the entire spectrum of the six nutraceutical product categories that weoffer i.e. ``vitamins and minerals'', ``sports nutrition'', ``herbs'', ``food supplements'', ``beauty andcosmetics'' and ``youth-enhancing products''. Examples of our more popular GNC productsinclude ``GNC Mega Men'' and ``GNC Women's Ultra Mega''.For FY 2003, sale of GNC products accounted for approximately 35% of our sales.To cater to the varied needs of our customers, we also offer non-GNC products:±. Third Party ProductsWhile keeping to our primary objective of bringing GNC products to the region, we also sourcefor products of other international brands to meet the varied needs of our customers. Whereapplicable, we would secure exclusive distribution rights from these third party internationalmanufacturers and suppliers to sell and distribute their respective products. Products carriedunder these third party international brands account for approximately 37% of our productrange.Products offered under third party international brands complement our GNC products and alsospan the entire spectrum of the six product categories we offer. The more popular third partyinternational brands are those relating to sports nutrition, beauty cosmetics and youthenhancingproducts.For FY 2003, approximately 49% of our sales was derived from the sale of these third partyinternational brand products. Sales from this segment is relatively high because these productsare generally items which are relatively more expensive.. Proprietary L.A.C. ProductsWe started to develop our L.A.C. products in 1997 to cater to various product niches in themarket. Such niches relate to products which one cannot normally find under the usualnutraceutical brands available in the market. L.A.C. products make up approximately 3% of ourproduct range.These products are manufactured for us by established GMP-certified manufacturers overseas inthe U.S. and Europe and fall predominantly under the ``vitamins and minerals'' and ``foodsupplements'' product categories. Examples of these products include ``L.A.C. Pycnogenol'',``L.A.C. Mega Anti-Oxidant'' and ``L.A.C. Carrot-i''.The core range of our L.A.C. products was developed in late 1997 and early 1998. Since then,we only develop and add on to the range as and when we perceive gaps for product niches inthe market.For FY 2003, sale of our L.A.C. products accounted for approximately 16% of our sales.DISTRIBUTION CHANNELSCurrently, we market and/or distribute nutraceutical products through Nutri-Active, Victoria House,Nutri-Active (M), Victoria House (M), Victoria House (B) and USB.For FY 2003, retail activities account for approximately 92.6% of our sales and approximately 7.4% iscontributed to by our wholesale distribution activities.Our sales are made via the following distribution channels:±. GNC Retail OutletsVictoria House is an authorised franchisee for GNC retail outlets in Singapore, Malaysia (throughVictoria House (M)), Brunei (through Victoria House (B)) and certain US military and naval basesin Japan and Korea (through USB).72

Victoria House (C) entered into a Development Agreement with GNC Inc in December 2002pursuant to which GNC retail outlets are to be established and operated as a GNC franchise inthe PRC (excluding Hong Kong, Macau and United States military bases therein).Our GNC retail outlets in Singapore are either full-fledged outlets (numbering 52 to date) orreduced format outlets (numbering 4 to date). The latter refers to ``mini-stores'' within outletsestablished by the Dairy Farm Group.With a total of 56 GNC retail outlets in Singapore as at the Latest Practicable Date, we are theleading specialty retailer of nutraceutical products in Singapore. As at the Latest PracticableDate, we have also established, through our Group's associated companies in Malaysia andBrunei, 13 GNC retail outlets in Malaysia and 1 GNC retail outlet in Brunei. In addition, throughour recent acquisition of USB, we have acquired GNC franchise rights to operate 12 GNC retailoutlets in certain US military and naval bases in Japan and Korea.. Wholesale Distribution ChannelCurrently, our Group is the exclusive distributor of GNC products in Singapore and Malaysia(through Nutri-Active and Nutri-Active (M)) and the sole supplier of GNC products to USB Incfor its 12 GNC retail outlets located in US military and naval bases in Japan and Korea. We arealso the distributor of more than 70 other brands. In addition, in December 2002, we entered intoa Distribution Agreement to distribute GNC products in the PRC (excluding Hong Kong, Macauand United States military bases therein) but distribution in PRC has not commenced as theproducts are pending registration. Please refer to Appendix B of this Prospectus for furtherinformation on the range of brands distributed by our Group and the geographical areas overwhich our Group has exclusive distribution rights for the various brands.Our wholesale distribution customers include, inter alia, local hospitals, local clinics and otheroverseas customers.VALUE PROPOSITIONMeeting the evolving requirements and needs of our customers are our top priority. We keep abreastof new developments in the nutraceutical industry by attending international trade fairs and being inconstant dialogue with our suppliers. We are constantly on the lookout for the latest formulations andnew products to provide to our customers. Additionally, we undertake quality assurance checks toensure compliance with relevant guidelines.We view the skills development of our staff as being paramount in our ability to deliver good service toour customers. Our staff are trained to recommend the appropriate products and the usage of suchproducts so as to better serve our customers' needs. As a one-stop shop for nutraceutical products,we offer not just the products, but also information we consider relevant to our customer'sconsumption needs.SEASONALITY OF OUR BUSINESSOur customers buy and consume our nutraceutical products throughout the year. However,historically, we have experienced stronger sales in the second half of our ®nancial year due to thefestive seasons, where coupled with year-end bonuses, consumers are generally more inclined tospend.MARKETING AND PROMOTIONWe employ the following marketing strategies:±Location and store layoutTo enhance awareness of the GNC brand name, we have in our choice of locations for our GNC retailoutlets, decided on outlets or stores situated at highly visible and easily accessible locations, such asin or around the shopping districts, the central business district, town centres, supermarkets andhyper-marts.73

All our GNC retail outlets comply with the Plan-O-Gram provided by GNC Inc. Conformance with thisstore plan layout from GNC Inc helps ensure that our retail customers can readily and convenientlyidentify and browse through all our products. The standard layout of all our GNC retail outlets alsohelps uniquely identify us with GNC Inc, as all GNC retail outlets worldwide (including those notowned by our Group) provide a similar feel and ambience.Customer reward programmesUnder the GNC Gold Card programme, our members are entitled to enjoy discounts on purchasesmade at GNC retail outlets worldwide. Under our GNC VIP Card programme, our members earnpoints for every dollar spent on products purchased in any of our Singapore retail outlets and thesepoints can then be used to redeem future purchases of nutraceutical products at any of our SingaporeGNC retail outlets.To date, more than 175,000 customers have enrolled in our GNC VIP Card programme. By reviewingdata collected under our GNC VIP Card programme, our sales staff are able to analyse the buyingpatterns and pro®les of our customers. The data captured in our GNC VIP Card database enables usto target and segment our clientele through customised promotional mailers.SeminarsEvery year, we organise health-related seminars for our customers. Featuring overseas guestspeakers, these seminars are aimed at keeping our customers informed of the latest products anddevelopments in the nutraceutical industry.AdvertisementsWe also regularly advertise our products and our various promotions in The Straits Times, magazinesand other print media including sending monthly mailers to our customers.STAFF TRAINING POLICYOur Group considers our employees as one of our key resources and a major contributing factor toour Group's success. Hence, our strong emphasis on staff training to equip our staff with appropriatecore skills and functional knowledge.At the onset of our franchise operations, members of our management team were required to go tothe U.S. for extensive training by GNC Inc. This entailed being attached to a U.S. store for a week'straining, before spending another week learning about GNC products, operations, planning and®nancial systems.In-house training, which is under the purview of our Skills Development Manager, Ms Jessie Tang, isprovided to our sales staff. The training they undergo may be largely categorised into the followingareas:±(a)A-Z Basic Nutrition TrainingStaff are educated on the basic functions and composition of nutrients and other essentialcompounds. Examples would include the speci®cs of vitamin A, B, C, amino acids, calcium,protein, zinc, herbs and enzymes.(b)Product TrainingStaff are educated on the speci®cations of the individual products being sold. For instance, theyare required to know and understand the applications and uses of the products and the types ofconsumers who will bene®t from using such products.74

(c)Customer Handling and Selling Skills TrainingThese training sessions seek to impart customer handling and selling skills to our sales staff.They are taught cross-selling techniques and educated on the need to provide customers withan all-rounded recommendation to address their dietary and supplementary requirements.Practical experience is an important aspect of our training programmes. As such, we require all newlyrecruited sales personnel to understudy our shop managers for a period of up to 3 months to learn the®ner points of their jobs.Apart from the training programmes mentioned above, we also organise talks to keep our staffinformed of the latest products and developments in the nutraceutical industry. Periodically, we sendsenior management staff to attend international product seminars and exhibitions.CREDIT MANAGEMENT POLICYOur credit policy does not extend to our retail customers. Retail customers purchase our productsusing cash or their credit cards.For our wholesale business, which contributes approximately 7.4% of our total sales in FY 2003, ourcredit term to our third party customers is 30 days and 90 to 120 days to our associated companies. Itis our policy to review, on a quarterly basis, the credit terms and limits granted to our existingcustomers. As part of our credit evaluation process, we assess our customers' credit records andtheir relevant credit rating on a quarterly basis, where applicable.Our Group has not incurred any signi®cant bad debts to date.INVENTORY POLICYWe manage our inventory via a computerised inventory management system. We have customisedthe system to enable us to track all our products by expiry date, location and batch number. Allinventory data can be viewed online at our central warehouse at Ubi Crescent or at any of our GNCretail outlets in Singapore.We have a policy of conducting monthly physical checks of our inventory in the warehouse and ourGNC retail outlets. Slow moving stocks are identi®ed and action plans are drawn up to clear thesestocks, by way of sales promotions or by negotiating with the suppliers to exchange the products orto obtain a refund. We adopt a ®rst-in-®rst-out method of stock control and by product expiry dates.This is to ensure that products with earlier expiry dates will be sold ®rst. Our inventory is recorded inthe books at weighted average cost.We purchase our inventories mainly on free-on-board terms which would require us to account forgoods-in-transit as inventories. It will take approximately 4 to 5 weeks for the inventories to bereceived in Singapore. Our lead-time for ordering, picking and shipment for our orders from ouroverseas suppliers is approximately 60 days.Our average inventory turnover days are as follows:±FY 2001 FY 2002 FY 2003Average turnover days 137 156 166Our average inventory turnover days increased from 137 days in FY 2001 to 156 days in FY 2002 duemainly to the additional stocks purchased towards the end of FY 2002 for onward sales to ourassociated companies in Malaysia. We have increased the level of our inventory to cater for thedemand of our Group's associated companies in view of their opening of new GNC retail outlets inMalaysia.In FY 2003, our average inventory turnover days increased by 10 days from 156 days in FY 2002 to166 days in FY 2003. This increase in our average inventory turnover days was due mainly toinventories of $1.5 million held at certain US military and naval bases in Japan and Korea on a75

consignment basis. If not for these inventories, our average inventory turnover days would haveimproved from 156 days in FY 2002 to 143 days in FY 2003 brought about by goods purchased foronward sales to our associated companies at the end of FY 2002 in view of the opening of the GNCretail outlets in Malaysia. In addition, given that the level of our operations has increased rapidly,management has put in concerted efforts to reduce the inventory level held by our Group inSingapore by monitoring the level of purchases against the level of inventory held and its respectiveturnover period on a more regular basis. In order to ensure a more ef®cient ordering process and tobetter manage our inventory level, our Group is implementing an automated ordering system whichwill trigger a purchase order once the respective inventory level has reached its minimum requiredquantity.For the period under review, we have not experienced any signi®cant stock obsolescence. Theaverage shelf life of our products is 2.5 years.On 1 October 2003, Victoria House entered into an agreement with Sembcorp LogisticsLtd to outsource its warehouse and logistics functions to the latter. The services to be provided bySembcorp Logistics include but are not limited to the following:±(i) order receiving, repacking and distribution services to our outlets in Singapore;(ii) order picking and re-packaging services for export distribution; and(iii) stocktaking services.Our Directors believe that the outsourcing of our warehouse and logistics functions will enableour management to focus their resources on our core activities and areas of strength which help togenerate revenue for us. Following such outsourcing exercise, our warehouse and delivery staffreduced from 30 as at 31 March 2003 to 2 as at 1 October 2003.INTELLECTUAL PROPERTY RIGHTSAs a GNC franchisee and in accordance with the Franchise Agreements with GNC Inc, we use the``GNC'' trademarks in our ordinary course of business. In addition, we also use the trademarks ofthird party international brands in our advertisements and on the relevant third party internationalbrand products we distribute and/or sell.As at the Latest Practicable Date, the trade marks in relation to our proprietary L.A.C. range ofproducts and which Nutri-Active is registered proprietor or have applied for registration are:±RegisteredRegistrationDescriptionLogoRenewal Date CountryDate1 L.A.C. 12-12-1997 12-12-2007 Singapore2 Face-Lift 25-05-1998 25-05-2008 Singapore3 Carrot-i andDevice25-05-1998and20-11-200225-05-2008and20-11-2012Singapore76

RegistrationDescriptionLogoRenewal Date CountryDate4 Iso-Max 04-06-1998 04-06-2008 Singapore5 Green Balance 07-12-1999 07-12-2009 Singapore6 Car-T-Life 07-12-1999 07-12-2009 Singapore7 Nutri-Green 13-10-2000 13-10-2010 Singapore8 Berry-Clear 13-10-2000 13-10-2010 Singapore9 Colon Guard 30-03-2001 30-03-2011 Singapore10 Cholesterex 06-04-2001 06-04-2011 Singapore11 Defense-1 23-08-2002 23-08-2012 Singapore12 Wild Oats 18-10-2001 18-10-2011 SingaporePendingDescription Logo Application Date Country1 Super Beet 25-05-1998 SingaporeIn addition, our Company obtained trademark registration in Singapore for ``2002 and such registration is subject to renewal on 6 November 2012.'' on 6 November77

QUALITY ASSURANCEThe import, distribution and sale of nutraceutical products are generally not subject to any regulatoryapproval in Singapore (please refer to the section on ``Government Regulations'' on pages 118 to 120of this Prospectus).We endeavour to supply our customers with high quality nutraceutical products at all times. As part ofour self-regulation procedures, we have a team of staff (who are all quali®ed nutritionists) to check andensure that our products are received with the relevant quality documentation and certi®cation. Theyalso endeavour to ensure that the products we purchase from our suppliers do not include anysubstance that is prohibited or controlled under the Poisons Act (Cap. 234). This team is headed byour Chief Executive Of®cer, Ms Cynthia Poa Kheng Bee.Our commitment to quality is evidenced by our two-pronged strategy, involving:±Quality commitment by our suppliersOur products are purchased from three sources, namely, GNC Inc, third party manufacturers ofinternational brands and third party manufacturers of our proprietary L.A.C. brand.GNC ProductsThe GNC products we carry are produced by GNC Inc, a global leader in nutraceutical products. GNCInc demands truthful and full disclosure on labels, ingredient safety and product potency.``Quality First'' is a fundamental principle that guides every aspect of GNC. GNC Inc invests inresearching, developing and marketing leading edge products. Its team of scientists regularly meetwith university Ph.Ds, nutritionists and other health-care experts. Each batch of raw materials usedby GNC Inc undergoes rigorous scienti®c testing by its team of quality control experts. GNC Inc alsoensures that quality, safety and potency standards are met through sampling and testing of itsingredients and products. All GNC products are manufactured in its own manufacturing facility inGreenville, South Carolina, which meets or exceeds all Food and Drug Administration standards andthe U.S. Pharmacopoiea standards for cleanliness.(* Note: The above information was obtained from the GNC Group website, www.gnc.com)Third Party ProductsWe employ a stringent quality assessment process to ensure that the products we buy from thirdparty manufacturers are of high quality.Before we distribute any new product, the supplier must present us with an actual product sample, itscomplete formulation fact sheet and all other relevant data. New products with aggressive orexcessive claims are sent to independent private laboratories, where their components are analysedand assessed for truthful labelling. We also endeavour to verify and validate the source of allsupporting literature on the product.To ensure that there is a certain standard of quality in the products we offer, we only purchase suchproducts if they are manufactured at GMP-certi®ed (or their equivalent) plants.Proprietary L.A.C. ProductsProducts carried under our proprietary L.A.C. brand are manufactured by overseas manufacturers inthe U.S. and Europe in their GMP-certi®ed plants. We develop L.A.C. products in conjunction with themanufacturers' in-house technical professionals, by making minor modi®cations to tried and testedformulae of established nutraceutical products already in the market. Modi®cations would includeincorporating higher percentages of certain ingredients (whilst always keeping within the permittednon-registrable maximum levels as speci®ed by the HSA) or incorporating other additional andbene®cial ingredients. At all times, we endeavour to ensure that our formulations do not include anysubstance that is prohibited under the Poisons Act (Cap. 234).78

We are not dependent on any one manufacturer nor do we have any long term agreements with anyone of them. Our Directors do not envisage any problems ®nding suitable manufacturers.As part of our quality assurance procedures, we endeavour to ensure that L.A.C. products are shippedto Singapore with the following documentation:±. Certificate of Analysis of Raw Materials;. Finished Product Certificate; and. Quality Control Measures.When new manufacturers are engaged to manufacture our L.A.C. products, these products will besent to independent private laboratories for analysis. The objective of such testing is threefold:±. To ensure that the ingredients used are as per what was originally formulated and in their correctstrengths;. To ensure that the products do not contain any prohibited substances and heavy toxic metals;and. To ensure that the labelling is truthful.Through all the above steps, we endeavour to ensure that our proprietary products have a certainstandard of quality and are safe for consumption or use.Quality commitment to our customersOur commitment to quality extends to our interactions with our customers in our GNC retail outletsand after they buy our products.Our ``money-back guarantee'' policy allows customers who are dissatis®ed with any one of theproducts (regardless of how much has been actually consumed or used) sold by us to obtain a fullrefund or to obtain an exchange for their purchases. We have a back-to-back return policyarrangement with our suppliers for the products we sell. Historically, the number and amount ofproducts which are returned by our customers pursuant to our ``money-back guarantee'' policy isinsigni®cant.We welcome feedback from our customers as we believe that such feedback can assist us to betterserve our customers. In this regard, we believe in interacting with our customers at our GNC retailoutlets to better ascertain their requirements and to obtain their feedback. We also have a team of 5quali®ed nutritionists to answer queries that our customers may have in respect of our products.MAJOR CUSTOMERSIn FY 2003, approximately 92.6% of our sales is to our retail customers. The remaining 7.4% isattributable to our wholesale customers. None of the customers of Victoria House and Nutri-Activeindividually contributes more than 5% to our sales.As our Group is engaged in the retail business, our Directors and Executive Of®cers may purchaseproducts from our GNC retail outlets and will be entitled to discounts under our existing schemes.None of our Directors, Executive Of®cers or substantial shareholders has any interest, direct orindirect, in any corporate customers of our Group.79

MAJOR SUPPLIERSNutri-Active and Victoria House purchase nutraceutical products from a number of suppliers.Suppliers accounting for 5% or more of our Group's purchases during the following financial periodsare listed below:±FY 2001 FY 2002 FY 2003(%)GNC Inc 35.8 28.9 29.1Experimental and Applied Sciences (`ÈAS'') 12.3 10.5 12.4I.N.C. Agency BV (`ÌNC'') 16.1 8.8 12.4Sportika Export Inc. 6.8 6.1 9.9Basic Research 4.8 5.0 4.0Matrix Health Products, Inc. 6.4 5.5 1.9Au Naturel Inc. 5.1 1.9 1.7GNC Inc is our franchisor and primary supplier. The decline in our purchases (in percentage terms)from GNC Inc in FY 2002 was in line with a similar decline in respect of the rest of our majorsuppliers. However, on an absolute basis, the dollar amount of purchases increased. In FY 2003,there was only a marginal increase in the proportion of our purchases from GNC Inc.EAS is a well-known name in the world of sports nutrition in the U.S.. It manufactures and distributesits range of sports supplements worldwide. There is a general increase (in absolute terms) in ourpurchases from EAS over the last three ®nancial years as a result of the greater demand for sportsnutrition products.INC, a company based in the Netherlands, is the worldwide marketing and distribution company for DrMasquelier's Proanthocynadins manufactured from maritime pine bark extracts as well as from vitisvinefera grape seeds extract.Sportika Export Inc. houses a group of sports nutrition brands from the U.S.. Through Sportika ExportInc, we distribute MuscleTech, a popular sports nutrition brand from the U.S.. There is a generalincrease (in absolute terms) in our purchases from Sportika Export Inc over the last three ®nancialyears as a result of the greater demand for sports nutrition products.In FY 2003, the increase in our purchases from EAS, INC and Sportika was to cater for the increase indemand for sports nutrition products from our associated companies in Malaysia and USB's GNCretail outlets located at certain US military and naval bases in Japan and Korea.Matrix Health Products, Inc. is a manufacturer of unique specialty health supplements. In FY 2003, thedecline in our purchases from Matrix Health Products was due to the decrease in demand for itsproducts.Basic Research sells a group of beauty related brands like Klein-Becker, Body Innoventions,Silversage and Sovage. Between FY 2001 and FY 2003, the proportion of our purchases from BasicResearch has remained fairly constant.Au Naturel Inc. is the international arm of Nutraceutical Corporation Inc, which is one of the largestU.S. manufacturer and marketer of branded nutritional supplements. Our purchases from Au NaturelInc have declined due to decrease in sales of Au Naturel Inc products.None of our Directors, Executive Of®cers or substantial shareholders has any interest, direct orindirect, in any of the aforementioned suppliers.COMPETITIONIn Singapore, specialty nutraceutical retail chains such as Nature's Farm and Family Health competewith us in relation to certain range of product categories such as sports nutrition, health supplementsand skin/hair-care.80

COMPETITIVE STRENGTHSOur Directors believe that our Group has the following competitive strengths:±We are the franchisee for a global nutraceutical brandWe are currently the sole GNC franchisee in Singapore, Malaysia, Brunei and certain US military andnaval bases in Japan and Korea. The GNC Group comprises the largest U.S. specialty retailer ofvitamins, minerals, herbal supplements, and sports nutrition supplements, as well as many personalcare and related products.We believe that our association with a leading international brand has been instrumental and willcontinue to be important in enabling us to establish ourselves in the markets we compete in. As thefranchisee of a global brand name, we are in a good position to source for, negotiate and offer thelatest available nutraceutical products to our customers in the region.We have a strong track record in SingaporeWe are an established nutraceutical retailer in Singapore. From just 4 GNC retail outlets in 1995, wehave expanded to a chain of 56 GNC retail outlets in Singapore as at the Latest Practicable Date,making us the largest specialty retailer of nutraceutical products in the country.We have been consistently recognised by the GNC Group for our growth and service quality. Oursubsidiary, Victoria House, has received the following awards from the GNC Group for its successfulretailing efforts:±Ð ``Top Beat-Last-Year store'' Award (1998)Ð ``Store of the Year'' Award (1999)Ð ``Million Dollar Store'' Award (2000)Ð ``Country of the Year'' Award (2001)Ð ``Highest Beat-Last-Year Country'' Award (2001)For a more detailed description of these awards, please refer to page 68 of this Prospectus.We offer a broad range of productsAn important factor contributing to our success is our wide range of nutraceutical products. Wecontinuously seek to address the evolving needs and tastes of our customers, by broadening ourproduct base through sourcing for the latest available nutraceutical products. We recognise that inthis competitive industry, customers have varied needs. As such, we endeavour to provide ourcustomers with a varied and comprehensive range of products to choose from. With a range of over1,500 products, we believe we are able to adequately cater to the needs of our customers.Our GNC retail outlets are strategically locatedTo ensure that our customers are able to purchase our products as conveniently as possible, we lookinto several important factors in planning for our retail locations. These factors include ease of access,human traf®c and our target market. Our GNC retail outlets are generally situated at highly visible andeasily accessible locations, for example, in the shopping districts, the central business district, towncentres, supermarkets and hyper-marts.We adopt a customer-service oriented approach in salesOur customers' needs are our top priority. We view the skills development of our staff as beingparamount in our ability to deliver good service to our customers. Our staff undergo variousstructured training programmes on the fundamentals of nutrition, product speci®cations andcustomer handling.81

We welcome feedback from our customers, as we believe that such feedback can assist us to betterserve our customers. In this regard, we believe in interacting with our customers at our GNC retailoutlets to better ascertain their requirements and to obtain their feedback. We also have a team ofnutritionists to answer queries that our customers may have in respect of our products.We have a strong management team who is familiar with the healthcare industryMembers of our key management team, Mr Nicholas Sims Leese (our Chairman), Ms Cynthia PoaKheng Bee (our Chief Executive Of®cer) and Ms Serene Ali Tan (our Chief Operating Of®cer) havemany years of healthcare-related experience. Ms Cynthia Poa Kheng Bee is a nutritionist with morethan 20 years of experience in the nutraceutical industry. She was also the founder and managingdirector of a local nutraceutical chain before she joined our Group. Mr Nicholas Sims Leese and MsSerene Ali Tan secured the GNC franchise and distribution rights for our Group and have beeninvolved in the nutraceutical distribution business for more than 7 years.Together, their leadership and contribution have been instrumental in establishing our Group as thelargest specialty nutraceutical retail chain in Singapore. With their contacts and track record, ourGroup has been able to continually expand the range of our product offerings by maintaining a goodworking relationship with GNC Inc and by securing distribution rights (on both an exclusive and nonexclusivebasis) of third party international brands from established nutraceutical manufacturers.Please refer to the ``Directors, Executive Of®cers and Staff'' section on pages 97 and 98 of thisProspectus for more details of their quali®cations and experience.We have a team of knowledgeable and experienced managersEach of our core team of retail and wholesale managers within our Group has more than 10 years ofexperience in the nutraceutical industry. They have experience in setting up and managing retailoutlets, and the necessary background and knowledge to identify and understand the needs of ourcustomers.Please refer to the ``Directors, Executive Of®cers and Staff'' section on pages 101 and 102 of thisProspectus for more details of their quali®cations and experience.We have a loyal customer baseWe have accumulated a loyal customer base for our retail business. As at the Latest Practicable Date,we have over 175,000 members in our GNC VIP Card programme. Of this total, approximately 20%are recurring customers, de®ned as those members who purchased our products at least 4 timeswithin the last year. Our new customers and our pool of GNC VIP Card members have enabled us tomaintain our growth over the years.PROSPECTSWith greater awareness of preventive healthcare resulting from higher educational and af¯uence levelsas well as exposure to the more developed healthcare markets of Europe, Australia and the U.S.,customers in Singapore and the Asia-Paci®c region are becoming more aware of the bene®ts ofnutraceutical supplements, whether for therapeutic, maintenance, ®tness or aesthetic reasons. Inparticular, the younger generation of the population is exposed to nutraceutical products as thewestern alternative to the traditional health tonics or remedies, with the added bene®ts of beingconveniently packaged and generally more palatable. Furthermore, the constant emphasis in oursociety on leading a healthy lifestyle and consuming a balanced diet creates an awareness of theneed for health and dietary supplements.The heightened awareness and emphasis on preventive healthcare and healthy lifestyle has beengreatly in¯uenced by the SARS outbreak in Singapore and the region (such as the PRC, Hong Kongand Taiwan) and the efforts of the Singapore government to educate the Singapore public of theimportance of healthy living.82

As customers' demands for nutraceutical products increase, the range of nutraceutical products hasalso grown accordingly to accommodate a wide variety of lifestyle needs and health conditions. OurDirectors aim to capitalise on these favourable demographic and social trends that are driving thedemand for nutraceutical products both in Singapore and also in the Asia-Paci®c region.For the current ®nancial year up to the Latest Practicable Date, our Group has continued to expand onits established retail franchise and distribution network with the acquisition or setting up of anadditional 19 GNC retail outlets since 1 April 2003 including 12 GNC retail outlets acquired throughthe acquisition of USB.We are in the process of building up a retail network in Malaysia and Brunei (through our Group'sassociated companies in those countries) and considering our expansion plans into other US militaryand naval bases in Japan and Korea, and the PRC; and strengthening our distribution network inHong Kong, India, Indonesia, Japan, Korea, the Philippines, the PRC, Taiwan and Thailand.Our Directors believe these expansion activities into the region, together with our current distributionarrangements with GNC Inc and the wide range of products of established nutraceutical brands wesell, will provide the platform to enhance our Group's performance.Barring any unforeseen circumstances, our Directors believe that the operations of our Group for thecurrent financial year will be favourable based on our performance achieved todate and the followingsalient trends for our business in the current financial year:±(a)(b)(c)(d)(e)(f)(g)there is a trend towards a healthy lifestyle and balanced diet which encourages demand fornutraceutical products. The SARS outbreak has increased public awareness and emphasis onhealth issues and the general benefits of nutraceuticals sold or distributed by our Group andhas resulted in increased sales of our nutraceutical products;in line with current emphasis on research and development, the product range of nutraceuticalproducts available to the consumer, is likely to increase;we are increasing the number of GNC retail outlets in strategic markets like Malaysia and Brunei;we are expanding our wholesale distribution business in the region such as Japan and Korea;we are constantly sourcing for additional suppliers and principals who are able to provide us withnew products to complement our existing range;we intend to commence distribution of products in the PRC upon obtaining registration for thesame and eventually establish GNC retail outlets in the PRC pursuant to our agreement withGNC Inc, although the distribution of products may be done through sub-distributors and theestablishment of GNC retail outlets may be done through joint ventures; andin line with our domestic and regional expansion plans, our sales and inventory have and areexpected to increase.83

BUSINESS ARRANGEMENTS WITH GNC INCThe business of our Group, in particular the import and sale of GNC products through our GNC retailoutlets, is generally operated through a series of agreements with GNC Inc, namely, the DevelopmentAgreement, the Distribution Agreement and the Franchise Agreement (one Franchise Agreement foreach GNC retail outlet within the territory) in relation to each territory which our Group operates inother than the US military and naval bases in Japan and Korea. Currently, our Group is generallyoperating in this fashion in three territories, namely, Singapore, Malaysia and Brunei. In addition, forSingapore, we have also entered into a Reduced Format Development Agreement.Under the aforesaid arrangements, our Group will, pursuant to the Development Agreement andReduced Format Development Agreement relating to the relevant territory, be granted a developmentperiod, during which we are supposed to establish and operate a certain number of GNC retail outletsin the territory in accordance with a prescribed schedule. Unless renewed or earlier terminated, theDevelopment Agreement is in force until such time all the GNC retail outlets required to beestablished pursuant thereto is duly opened and in operation.The term of the Development Agreement for Singapore, Malaysia and Brunei are currently scheduledto expire on 1 January 2005, 31 December 2004 and 1 January 2004 respectively, unless soonerterminated for any reason whatsoever or further extended by mutual agreement between GNC Incand our relevant Group company. Our Group through, Victoria House (B), is in the process ofexecuting an agreement with GNC Inc to extend the term of the Development Agreement for Bruneito 31 December 2004. The term of the Development Agreement for the PRC (excluding Hong Kong,Macau and United States military bases therein) is pending negotiations.Generally, the Development Agreement may be terminated by GNC Inc in the event of a default by therelevant Group company who entered into such agreement (each hereinafter referred to as ``relevantdeveloper''). An event of default includes inter alia,:±(i)(ii)(iii)the failure by the relevant developer to comply with the development schedule set forth in theDevelopment Agreement;the failure by the relevant developer to protect and preserve the confidential information itreceives from GNC Inc relating to the franchised business granted; andthe failure by the relevant developer to comply with the terms and conditions set out in theDevelopment Agreement or any other agreement between the relevant developer and GNC Incand fails to cure such default within any applicable cure period.Other than electing to terminate the Development Agreement, in the event of default by a relevantdeveloper, GNC Inc may alternatively elect to reduce the number of franchised business granted orterminate the territorial exclusivity granted during the term of the Development Agreement oraccelerate the development schedule set forth in the Development Agreement.The Development Agreement will automatically terminate in the event, amongst others, the relevantdeveloper becomes insolvent or makes a general assignment for the bene®t of creditors, or if apetition in bankruptcy is ®led by the relevant developer or ®led against the relevant developer andnot opposed by the relevant developer, or if the relevant developer is adjudicated a bankrupt orinsolvent or a receiver or other custodian is appointed by a court of competent jurisdiction for suchdeveloper's assets or business or any part thereof.Upon termination of the Development Agreement:±(i) the relevant developer shall have no right to establish or operate any retail outlets for which aFranchise Agreement has not been executed by GNC Inc and delivered to the franchisee at thetime of termination of the Development Agreement; and(ii) GNC Inc shall be entitled to establish or license others to establish retail outlets in the relevantterritory.84

A Franchise Agreement entered into with GNC Inc in relation to each GNC retail outlet which isestablished pursuant to a Development Agreement, grants to the franchisee the right to operate 1retail General Nutrition Center and to use solely in connection therewith, proprietory marks and theSystem established by GNC Inc. We pay a monthly service fee and royalty fee to GNC Inc for thefranchise rights granted, which is currently being pegged to a percentage of our gross sales of allmerchandise or services in, at or from the GNC retail outlet (including sales of non-GNC products).Under the terms of such Franchise Agreement, the franchisee is entitled to sell only such productsand services as are expressly approved in writing by GNC Inc, to purchase products from suppliersapproved by GNC Inc and will need to adhere to the requisite products mix and display/layoutprescribed by GNC Inc. Each Franchise Agreement in relation to a GNC retail outlet establishedpursuant to a Development Agreement is for an initial term of 10 years renewable at the option ofthe franchisee for two additional consecutive terms of 5 years each subject inter alia to payment of acertain percentage of the then prevailing franchise fee payable by a new franchisee, execution of anew Franchise Agreement and a general release of all claims against GNC Inc and non-breach ofany of the provisions of the Franchise Agreement. All Franchise Agreements which existed beforeAugust 2001 have been zero-timed to commence from August 2001. Each Franchise Agreementgrants an exclusive right to operate the GNC franchise within the premises of the retail outlet towhich such Franchise Agreement relate.A Franchise Agreement entered into with GNC Inc in relation to each GNC retail outlet establishedpursuant to a Reduced Format Development Agreement grants to the franchisee the rights tooperate 1 retail General Nutrition Center within the premises of an outlet established by a Dairy FarmGroup company. The terms of such Franchise Agreement is similar to the terms of a FranchiseAgreement entered into pursuant to a Development Agreement save, inter alia, that the term of thefranchise is for an initial period of 5 years renewable at the option of the franchisee for twoadditional 5 year periods and the initial franchise fee payable upon opening of such outlet is lowerthan that of a full-¯edged GNC retail outlet established pursuant to a Development Agreement. 4GNC retail outlets have been opened pursuant to the Reduced Format Development Agreement. Ithas been mutually agreed between GNC Inc and Victoria House that the Reduced FormatDevelopment Agreement (which expired on 30 May 2002) will not be renewed. However, the said 4GNC retail outlets which have been opened shall continue to operate under the respective FranchiseAgreement.Generally, the Franchise Agreement may be terminated by GNC Inc in the event of a default by therelevant Group company who entered into such agreement (each hereinafter referred to as ``relevantfranchisee''). An event of default includes inter alia,:±(i) if the relevant franchisee fails to operate or otherwise abandons the franchised business;(ii)(iii)(iv)(v)(vi)(vii)the failure by the relevant franchisee to lease or acquire a suitable site within the time specified inthe Franchise Agreement;if the relevant franchisee or its shareholder purports to transfer any of its rights or obligationsunder the Franchise Agreement or any interest in the franchisee without GNC Inc's consent;if the relevant franchisee discloses or divulges the contents of trade secret or confidentialinformation provided to the franchisee by GNC Inc;if the relevant franchisee made any material misrepresentations in connection with its applicationfor the franchise;if the relevant franchisee fails to immediately initiate a remedy to cure any default;if the relevant franchisee repeatedly fails to promptly pay any monies as such monies becomedue and payable under the Franchise Agreement; and(viii) if the relevant franchisee commits an event of default under any other agreement between therelevant franchisee and GNC Inc and fails to cure such default within any applicable cure period.The Franchise Agreement will automatically terminate in the event, amongst others, the relevantfranchisee becomes insolvent or makes a general assignment for the bene®t of creditors, or if apetition in bankruptcy is ®led by the relevant franchisee or ®led against the relevant franchisee andnot opposed by the relevant franchisee, or if the relevant franchisee is adjudicated a bankrupt or85

insolvent or a receiver or other custodian is appointed by a court of competent jurisdiction for suchfranchisee's assets or property or any part thereof.Upon termination of the Franchise Agreement, the relevant franchisee must, inter alia, immediatelycease to operate the business franchised under the Franchise Agreement, immediately andpermanently cease to use, by advertising or in any other manner, any con®dential methods,procedures, techniques and proprietary marks associated with the GNC Inc System and, at GNCInc's option, assign any interest such franchisee has in any lease of premises to GNC Inc.Currently, our Group has, pursuant to the Distribution Agreement in relation to Malaysia andSingapore, been granted the exclusive right to purchase, sell and distribute GNC products (otherthan non-traditional products i.e. those products which are not considered nutritional or dietarysupplements in the U.S.) manufactured by the GNC Group in Malaysia and Singapore. Under suchDistribution Agreement, minimum purchase orders have to be made for GNC products and there isno pre-agreed pricing or ®xed pricing for these GNC products which we may from time to time orderfrom GNC Inc. However, we have not experienced any material change in the prices of GNC productswe acquire from GNC Inc. In addition to payment of cost of products purchased by us from GNC Inc,we pay a monthly service fee and royalty fee to GNC Inc which is currently being pegged to apercentage of our gross sales. Unless renewed or earlier terminated, the term of such DistributionAgreement is shorter than that of the Franchise Agreements. There is no obligation on the part ofGNC Inc to renew our distribution rights upon the expiration of the distribution agreement or torenew the said distribution agreement on the same terms.The term of the Distribution Agreement in relation to Singapore, Malaysia, and the PRC (excludingHong Kong, Macau and United States military bases therein) are currently scheduled to expire on 31December 2005, 31 December 2004 and 10 May 2007, unless sooner terminated for any reasonwhatsoever or further extended by mutual agreement between GNC Inc and our relevant Groupcompany.Generally, the Distribution Agreement may be terminated by GNC Inc in the event of a default by therelevant Group company who entered into such agreement (each hereinafter referred to as ``relevantdistributor''). An event of default includes inter alia,:±(i)(ii)(iii)(iv)(v)(vi)failure or refusal by the relevant distributor to pay any monies as such monies become due andpayable under the Distribution Agreement;if the relevant distributor ceases to function as a business or any proceeding is instituted in anycourt seeking a decree or order for relief in respect of the relevant distributor under anyapplicable bankruptcy, insolvency or other similar law, or for the appointment of a receiver,liquidator, assignee, custodian, trustee of the relevant distributor or for any substantial part ofits property or for winding-up or liquidation of its affairs;the falsification by the relevant distributor of any information furnished to GNC Inc pursuant tothe Distribution Agreement;the failure or refusal by the relevant distributor to perform or observe any covenant, undertaking,agreement, conditions in the Distribution Agreement and fails to remedy the same within theapplicable remedy period;the failure by the relevant distributor to fulfil the minimum purchase orders required under theDistribution Agreement; andif the relevant distributor commits an event of default under any other agreement with GNC Incand fails to cure such default within any applicable period.Upon termination of the Distribution Agreement, the relevant distributor must, inter alia, immediatelycease advertising and selling the products purchased by the relevant distributor pursuant to theDistribution Agreement, immediately return all promotional materials to GNC Inc. In addition, GNCInc may, in such event, ship, deliver or consign any of the products ordered to any other persons,cancel any orders which may have been placed by the relevant distributor, stop in transit and takepossession of any products shipped to the relevant distributor then in transit.86

During the subsistence of the Development Agreement and Distribution Agreement in relation to aterritory, our Group enjoys exclusivity in the operation of our GNC business in such territory. This isbecause GNC Inc is restricted from carrying on such business in the territory or granting franchises toother persons to do so. In addition, the Distribution Agreement gives our Group the exclusive right topurchase, sell and distribute GNC products in the territory.In the event the Development Agreement and/or Distribution Agreement for a territory is terminated orexpires without renewal, our Group may continue to operate the GNC business in that territorythrough the Franchise Agreements which are signed for each individual GNC retail outlet opened.However, in such event, there is no guarantee of exclusivity in the operation of our GNC business orcertainty of supplies of GNC products. During the term of the Distribution Agreement, save with theconsent of GNC Inc, the relevant distributor is restricted from, inter alia, manufacturing, purchasing,selling, marketing, distributing or dealing in products of other sellers or distributors or to represent inthe relevant territory to which the Distribution Agreement relate, any other company which deals in thesame or similar products or which compete with the products covered under the DistributionAgreement GNC Inc. The sale of our LAC brand of products and the products of our third partyinternational brands has been consented to by GNC Inc, and complies with the Plan-O-Gram. Inaddition, during the term of and upon the termination or expiration (without renewal) of theDevelopment Agreement, or Franchise Agreement, we may be bound by certain non-competerestrictions which, if enforced by GNC Inc, may limit our ability to carry on our business as presentlycarried on or to expand the same. Such non-compete restrictions include, not directly or indirectly(whether alone or in conjunction with others) owning, maintaining, helping, investing in, making loansto or being employed by or engaging in or having any interest in any business that offers for salegoods or services similar to those offered by a GNC retail outlet, and which is located within certaingeographical boundaries.As at the Latest Practicable Date, we have established 52 of the 60 full-¯edged GNC retail outletsscheduled for development under the Development Agreement for Singapore, with the remainingoutlets scheduled for development by 1 January 2005. In addition, in Singapore, we haveestablished 4 reduced format outlets pursuant to the Reduced Format Development Agreement. ForMalaysia, 13 of the 24 GNC retail outlets scheduled to be established have been opened, with theremaining 11 outlets scheduled for development by 31 December 2004. For Brunei, 1 of the 3 GNCretail outlets to be established by Victoria House (B) by 1 January 2004 has been opened and asmentioned above, Victoria House (B) is in the process of executing an agreement with GNC Inc toamend the term of the Development Agreement to 31 December 2004 and our Directors do notanticipate any problems in obtaining such amendment to the term of the Development Agreementfor Brunei.Based on our historically good relationship with the GNC Group and if we are able to maintainsuf®cient growth and momentum in our sales and maintain such good relationship with the GNCGroup, we have no reason to believe that the Development Agreement, Distribution Agreement andthe Franchise Agreement will be terminated or will not be renewed when they expire. On the samebasis, we also do not anticipate that the GNC Group will discontinue their supply of GNC productsto us. Having had a head start in establishing and operating GNC retail outlets, we shouldreasonably have a ®rst mover advantage with a suf®cient critical mass of retail outlets in strategiclocations and a loyal customer base.Our joint venture arrangements in Malaysia and BruneiIn March 2002, we entered into joint-venture agreements with Rancak Tulen to commence operationsin Malaysia using Nutri-Active (M) and Victoria House (M). In this connection, Victoria House agreedwith Rancak Tulen to procure the assignment of and has assigned all rights in the DevelopmentAgreement and Franchise Agreement in relation to the territory of Malaysia to Victoria House (M). Inaddition, upon the registration by Rancak Tulen of at least 250 GNC products in the name of Nutri-Active (M) with the Drugs Control Authority in Malaysia, Victoria House will also procure theassignment of all rights in the Distribution Agreement relating to the territory of Malaysia to Nutri-Active (M).87

As at the Latest Practicable Date, Victoria House (M) has opened 13 GNC retail outlets in Malaysiaand franchise agreements have been entered into between GNC and Victoria House (M) inconnection with the establishment of 13 GNC retail outlets in Malaysia.Victoria House entered into a Development Agreement with GNC Inc in October 2001 for theestablishment and operation of GNC retail outlets in Brunei. In August 2002, Victoria House enteredinto a joint venture with QAF Investments to set up GNC retail outlets in Brunei. In this connection,Victoria House assigned its rights in the Development Agreement in relation to the territory of Bruneito Victoria House (B).Our ®rst GNC retail outlet was opened by Victoria House (B) in Bandar Seri Begawan in October 2002and a Franchise Agreement has been entered into between GNC Inc and Victoria House (B) inconnection with the establishment of such outlet.Our arrangement in the PRCThrough Victoria House (C), we have entered into Development and Distribution Agreements with GNCInc in relation to the territory of the PRC (excluding Hong Kong, Macau and United States militarybases therein). Depending on the legal environment in the PRC, we may enter into joint ventures toopen and operate retail outlets in the PRC and appoint sub-distributors to distribute productsdirectly in the PRC. We have proceeded with product registration in the PRC for the products weintend to distribute or sell in the PRC and we will review the legal position and decide whether toenter into joint ventures or appoint sub-distributors accordingly, when we are ready to distribute orsell the products (after obtaining registration) in the PRC.Our arrangement in relation to USB's operations in certain US military and naval bases in Japanand KoreaWith our acquisition of USB, we acquired 12 existing GNC franchises relating to the operation of 12retail outlets located in certain US military and naval bases in Japan and Korea. There is currently noDevelopment Agreement with GNC Inc in relation to all US military and naval bases in Japan andKorea. As and when we identify a US military and/or naval base in Japan and Korea in which we areinterested in opening and operating a GNC retail outlet, we will negotiate with GNC Inc for franchiserights to do so.A Franchise Agreement is entered into with GNC Inc in relation to each of the GNC retail outlet locatedat the US military and naval bases in Japan and Korea. The terms of these Franchise Agreements arelargely similar to the franchise agreement for our operations in Singapore, Malaysia and Brunei.However, the term of each of the franchise agreements for our GNC retail outlet located at the USmilitary and/or naval bases in Japan and Korea (`ÙSB Franchise Agreement'') is generally 5 years(with an option to renew for 2 further 5 year periods) and a majority of the Franchise Agreements inrelation to these operations which existed before June 2003 have been zero-timed to commence from1 June 2003. In addition, under the USB Franchise Agreement, a termination of our agreement withAAFES or other United States military organization or our breach of our obligations under suchagreement are grounds on which the relevant USB Franchise Agreement may be terminated. TheUSB Franchise Agreement also requires us to comply with the laws of the United States in the saleof nutraceutical products at such US military and/or naval bases.There is no Distribution Agreement which relates speci®cally to our operations in the US military andnaval bases. Through Nutri-Active, we continue to supply USB with the products to sell at the existingretail outlets located in US military and/or naval bases in Japan and Korea.88

PROPERTY, PLANT AND EQUIPMENTOur Group owns or leases the following properties:±Properties owned by Nutri-Active as at the Latest Practicable Date:±Location Description TenureNo. 9 Ubi CrescentUbi TeckParkSingapore 408572Gross FloorArea (sq m)RemarksWarehouse 60 years 420.50 This property was acquired byNutri-Active on 1 January 2000 and ismortgaged to UOB for a loan fromUOB to ®nance its acquisition.Properties leased by Victoria House as at the Latest Practicable Date:±Location1 Anchorpoint Shopping Centre370 Alexandra Road # B1-24Singapore 1599532 Ang Mo Kio CentralBlock 705 Ang Mo Kio Avenue 8# 01-2569Singapore 5607053 Bedok CentralBlk 205 Bedok North Centre St 1# 01-371Singapore 4602054 Bukit Timah PlazaBukit Timah Road1 Jalan Anak Bukit # B2-02Singapore 5889965 Caltex House30 Raf¯es Place# 01-35 Caltex HouseSingapore 0486226 Causeway Point1 Woodlands Square # 01-17Singapore 7380997 Centrepoint176 Orchard Road # 02-24ASingapore 2388438 China Sq. Central18 Cross Street # B1-01Singapore 0484239 Chinatown Point133 New Bridge Road# 01-37/38Singapore 05941310 CityLink Mall1 Raf¯es Link # B1-51Singapore 03939311 Clementi CentralBlock 442 Clementi Avenue 3# 01-109Singapore 12044212 Compass Point1 Sengkang Sq # B1-47Singapore 54507813 Forum, The Shopping Mall583 Orchard Road # B1-21Singapore 238877DescriptionGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletCommencementof tenancyGrossFloor Area(sq m)Lessor17 August 2003 44.00 Anchor DevelopmentsPte Ltd1 July 2001 26.00 Kim Bian Huat Brother'sCo.21 March 2002 26.00 Ng Ah Yeok T/A Lee KavTextile15 August 2001 42.42 Lee Kai Siong and WongPoh Lin1 July 2001 60.00 Savu Properties Ltd18 December 2001 23.01 Hermill Investment Pte Ltd16 March 2001 41.99 Emerald Hill DevelopmentPte Ltd1 May 2002 31.00 Unicorn Square Ltd15 October 2003 66.00 City Centrepoint Pte Ltd1 May 2003 42.99 HKL (Esplanade) Pte Ltd1 June 2001 26.24 Lim Hwa Hee, Lim MuiLee, Theng Koh Huat1 August 2002 27.25 Nasidon Investment PteLtd29 June 2001 50.98 Hermill Investment Pte Ltd89

Location14 Geylang Serai15 Tanjong Katong Road # 01-00Singapore 43695015 Golden Shoe Car Park50 Market Street # 01-03Singapore 04894016 Great World City1 Kim Seng Promenade # 02-40Singapore 23799417 Great World City Guardian1 Kim Seng Promenade# B1-18/19Singapore 23799418 HDB Centre @ Toa Payoh530 Toa Payoh Lor 6 # 01-06ASingapore 31053019 211 Holland Avenue # 02-04Holland Village Shopping CentreSingapore 27896720 Hougang Mall90 Hougang Avenue 10 # B1-01Singapore 53876621 IMM2 Jurong East St 21# 01-75 IMM BuildingSingapore 60960122 International Plaza10 Anson Road # 01-55Singapore 07990323 Junction 8 Shopping Centre9 Bishan Place # LB-06Singapore 57983724 Jurong Point Shopping Centre1 Jurong West Central 2 # B1-34Singapore 64888625 Lucky Plaza304 Orchard Road# 01-11A Lucky PlazaSingapore 23886326 Marina Square (1)6 Raf¯es Boulevard # 02-222BSingapore 03959427 Millenia WalkNo. 9 Raf¯es Boulevard# 01-90 Millenia WalkSingapore 03959628 Natwest Centre15 McCallum Street # 01-01Singapore 06904529 North Point Shopping Centre930 Yishun Ave 2 # 01-13Singapore 76909830 Novena Square238 Thomson Road # 01-27Singapore 30768331 Ogilvy CentreRobinson Road (Unit H)35 Robinson RoadSingapore 068876DescriptionGNC retailoutlet within astoreGNC retailoutletGNC retailoutletGNC retailoutlet within astoreGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailouletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletCommencementof tenancyGrossFloor Area(sq m)Lessor7 March 2003 23.03 Guardian SEA Pte Ltd16 November 2003 44.59 Golden Square Pte Ltd15 January 2004 (2) 42.20 Midpoint PropertiesLimited1 June 2003 33.99 Guardian SEA Pte Ltd1 April 2002 40.00 Housing andDevelopment Board15 March 2002 23.20 Ku Nyonya1 September 2003 43.92 NTUC Lifestyle CentreHougang Pte Ltd1 November 2002 39.74 International MerchandiseMart Ltd1 June 2003 37.98 International AssociatedCompany Pte Ltd15 November 2003 30.86 Bermuda Trust(Singapore) Limited(as trustee for CapitaMallTrust)10 December 2002 38.00 Jurong Point Realty Ltd6 June 2001 22.81 Greenbay Holdings PteLtd1 April 2000 45.00 Marina Centre HoldingsPte Ltd23 April 2001 50.14 Pontiac Marina Pte Ltd1 May 2002 174.95 Natwest Development PteLtd11 October 2002 31.02 The ManagementCorporation Strata TitlePlan No. 19448 December 2003 43.00 Novena SquareInvestments Ltd andNovena SquareDevelopment Ltd15 February 2001 63.89 Castle Robinson Pte Ltd90

Location32 Orchard Shopping Centre# 01-03 Orchard Shopping CentreSingapore 23886633 OUB Centre1 Raf¯es Place # B1-13Singapore 04861634 Parkway Parade80 Marine Parade Road # B1-K1Singapore 44926935 Plaza Singapura68 Orchard Road # B2-40Singapore 23883936 Raf¯es City Shopping Centre252 North Bridge Road # 03-07ASingapore 17910337 Scotts Shopping Centre6 Scotts Road # B1-K4Singapore 22820938 Sun Plaza30 Sembawang Drive # B1-03/04Singapore 75771339 Suntec City3 Temasek Boulevard # 01-150Singapore 03898340 Takashimaya SC391A Orchard Rd # B2-201-4Tower ASingapore 23887341 Tangs (``Live Well'' stand)310 Orchard RoadSingapore 23886442 Tampines Mall4 Tampines Central 5 # B1-06Singapore 52951043 Tanglin Mall163 Tanglin Road # B1-16BSingapore 24799344 The Arcade11 Collyer Quay # 01-15Singapore 04931745 The Majestic80 Eu Tong Sen Street # 01-11Singapore 05981046 The Paragon290 Orchard Road # B1-18Singapore 23885947 Thomson Plaza301 Upper Thomson Road# 01-26/34Singapore 57440848 Tiong Bahru Plaza302 Tiong Bahru Road# B1-05 Tiong Bahru RoadSingapore 168732DescriptionGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutlet within astoreGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletCommencementof tenancyGrossFloor Area(sq m)Lessor14 September 2002 26.57 Guardian SEA Pte Ltd16 November 2003 44.00 OUB Centre Limited15 July 20016 August 200116.0022.00Prime Asset HoldingsLimitedManagement CorporationStrata Title No. 100810 October 2003 25.20 Plaza Singapore Pte Ltd16 October 2002 19.00 Tincel Properties Pte Ltd31 May 2002 14.20 The Ascott Group Limited22 November 2002 13.00 Guardian SA Pte Ltd15 May 2002 38.11 Suntec City DevelopmentPte Ltd16 May 2001 50.87 Takashimaya SingaporeLtd5 July 2002 22.54 C K Tang Ltd21 December 2003 66.00 Bermuda Trust(Singapore) Limited(as trustee for CapitaMallTrust)1 November 2002 44.00 Cuscaden Properties PteLtd15 March 2003 22.73 Chan Tok Moi and NgChoi Hong15 September 2003 14.95 Cathay Properties Pte Ltd11 January 2001 68.00 Orchard 290 Ltd15 December 2003 56.95 Tan Wan Chye11 September 2003 25.64 ARMF (TBP) Pte Ltd(Former Landlrod: UOLTiong Bahru Plaza PteLtd)91

Location49 Turf City200 Turf Club Rd # 01-37Singapore 16873250 United Square101 Thomson Road # B1-61Singapore 30759151 West Mall1 Bukit Batok Central Link# 01-27 West MallSingapore 65871352 Wisma Atria435 Orchard Road # B1-14Singapore 23887753 HarbourFront Centre1 Maritime Sq # 01-17HarbourFront CentreSingapore 09925354 Lot 1 Shoppers Mall21 Choa Chu Kang Ave 4# B1-K6Singapore 68981255 230 Victoria Street# 01-55 Parco Bugis JunctionSingapore 18802456 9 Portchester Avenue# 01-05 Serangoon Garden VillageSingapore 556293DescriptionGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletCommencementof tenancyGrossFloor Area(sq m)Lessor15 December 2001 54.69 Turf City Pte Ltd15 July 2002 32.00 UOL Property InvestmentsPte Ltd18 October 2001 15.97 Guardian SEA Pte Ltd10 November 2001 54.40 Wisma Development PteLtd17 February 2003 43.80 The HarbourFront Pte Ltd1 July 2003 14.03 Bermuda Trust(Singapore) Limited(as trustee for CapitaretailLot One Trust)12 July 2003 35.00 BCH Retail InvestmentPte Ltd15 August 2003 46.34 Chye Lee and Sons PteLtdNotes:±(1) Our Marina Square GNC retail outlet is currently closed due to renovation works undertaken at Marina Square.(2) The commencement date indicated is post Latest Practicable Date. This relates to lease which has been renewed.All the abovementioned leases are short term leases of 2-year or 3-year durations.Property leased by Nutri-Active as at the Latest Practicable Date:±LocationDescriptionCommencementof tenancyGrossFloor Area(sq m)Lessor1 6 Ubi Road 1# 03-01 Wintech CentreSingapore 408726Warehouse 5 August 2003 166.00 Wintech DevelopmentPte LtdThe abovementioned lease is for a term of 1-year.As at the Latest Practicable Date, none of these leases have expired and historically, we have notexperienced any problems in renewing our leases when they expire. Generally, we begin negotiatingfor renewal of our leases at least 3 months before they expire.92

Properties licensed to USB as at the Latest Practicable Date:±LocationDescriptionCommencementof tenancy (1)GrossFloor Area(sq m)LessorJapan1 Misawa Air Force Base, MisawaExchange, Unit 5045, Misawa2 Yokota Air Force Base, YokotaExchange, Unit 5203, Yokota,Japan3 Camp Zama Shopping Mall, Unit45001, Bldg 406, APO AP, Zama,Kanagawa, Japan4 Camp Hansen Exchange, Bldg2140 Unit 35163, Okinawa,Japan5 Kadena Air Force Base, Bldg427, Okinawa, Japan6 Camp Foster Military Base, Bldg1002 Market Place, Okinawa,Japan7 Camp Kinser Exchange, Bldg1227, Okinawa, Japan8 Crossroads Mall Marine Corp,Marine Corp Air Station, Iwakuni,Honshu, JapanKorea9 Osan Air Base Exchange, OsanAFB, Osan, South Korea10 Yongsan PX Post Exchange,Bldg T-2209, Yonsan ArmyGarrison, Seoul, South Korea11 Camp Casey PX Exchange Mall,Camp Casey Army Base, CampCasey, South Korea12 Camp Walker, PX Exchange Mall,Camp Walker Army Base, SouthKoreaGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutlet10 November 2000 44.00 Army & Air ForceExchange Services10 November 2000 43.00 Army & Air ForceExchange Services10 November 2000 36.00 Army & Air ForceExchange Services10 November 2000 96.00 Army & Air ForceExchange Services10 November 2000 36.00 Army & Air ForceExchange Services10 November 2000 50.00 Army & Air ForceExchange Services10 November 2000 41.00 Army & Air ForceExchange Services1 May 2003 42.00 Marine CorpsCommunity Services10 November 2000 58.00 Army & Air ForceExchange Services10 November 2000 42.00 Army & Air ForceExchange Services10 November 2000 31.00 Army & Air ForceExchange Services10 November 2000 48.00 Army & Air ForceExchange ServicesNote:±(1) Although the commencement date is stated as 10 November 2000, some of these outlets were opened prior to and othersafter such date. However, the agreement with the Army & Air Force Exchange Services states that the contract periodcommences on 10 November 2000 for a 5 year period, unless sooner terminated.As at 31 March 2003, our Group's ®xed assets had a net book value of approximately $6.2 million.They comprise building improvements of $1.7 million, of®ce and warehouse equipment, furniture and®ttings of $0.1 million, computer software and hardware of $0.7 million, motor vehicles of $0.2 millionand leasehold property of $3.5 million.93

INSURANCEINSURANCEWe are covered by insurance policies for risks such as ®re, burglary/theft, damage to propertyincluding motor vehicles, public liability, third party liability and product liability. We also haveinsurance policies for workmen's compensation.Our Directors believe that we have adequate insurance coverage for the purpose of our businessoperations.94

DIRECTORS, MANAGEMENT AND STAFFMANAGEMENT ORGANISATIONOur Board is responsible for the overall management of our Company. Our Chief Executive Of®cer, MsCynthia Poa Kheng Bee, is in charge of our day-to-day operations. She is assisted by an experiencedand quali®ed team of Executive Directors and Executive Of®cers. Our management organisation chartis depicted on the following page.DIRECTORSOur board of Directors is entrusted with the responsibility of the overall management of the Group.The particulars of our Directors are listed below:±Name Age Address Current OccupationExecutive DirectorsMr Nicholas Sims Leese 47 261 Arcadia Road#04-02Singapore 289853ChairmanMs Cynthia PoaKheng Bee50 431 Bukit Timah Road#14-431Singapore 259738Chief Executive Of®cerMs Serene Ali Tan 35 261 Arcadia Road#04-02Singapore 289853Chief Operating Of®cerIndependent DirectorsMr David Lim Teck Leong 47 1C Margate RoadSingapore 438039Ms Tay Peck Suan 52 1 Marine Vista#11-77Singapore 449025Mr Tan Seng Leong 47 431 Bukit Timah Road#04-431Singapore 259738Managing PartnerDavid Lim & PartnersSole ProprietorP S Tay & CoSenior Director/General ManagerCanon Singapore Pte LtdMr Thomas Yeoh EngLeong41 292 Pasir Panjang Road#05-292Singapore 118633Managing Director andChief Executive Of®cerBoardroom Limited95

Management Organisation ChartGlobal Active LimitedBoard of DirectorsMr Nicholas Sims LeeseMs Cynthia Poa Kheng BeeMs Serene Ali TanMr David Lim Teck LeongMs Tay Peck SuanMr Tan Seng LeongMr Thomas Yeoh Eng LeongChairmanMr Nicholas Sims LeeseChief Executive OfficerMs Cynthia Poa Kheng Bee96Chief Operating OfficerMs Serene Ali TanOperations DirectorMr Andrew Charles George DenbyFinancial ControllerMr Panjabi Sanjay Gordhan@Panjumal Sanjay GordhanFinance & ITManagerMr Sin Hee ChaiFinance & AdminManagerMr Charles KhooSwee LoyGeneral Manager(Retail)Ms Christina Lee ChayHoonGeneral Manager(Wholesale &Distribution)Ms Leo Mui LengOperationsManagerMr Tan Ghim PinBusiness DevelopmentManagerMs Molly Ong Peck TinSkills DevelopmentManagerMs Jessie Tang LayHiang

Mr Nicholas Sims Leese is our Chairman and has entered into a service agreement with ourCompany. As our Chairman, he is the main person in charge of managing our Group's relationshipwith our franchisor, GNC Inc. Mr Leese was, together with our Chief Operating Of®cer, instrumentalin securing the GNC franchise for Singapore in 1994 and has for the last 9 years been the keyperson from our Group negotiating and liaising with GNC Inc. Mr Leese has over 15 years ofexperience in providing business development advice to various companies in the region andinvestment advice to family-related trust funds in Asia. The investment activities were mainly in Asiancountries including the PRC, Bangladesh, Singapore, Thailand, the Philippines and Indonesia. SinceFebruary 2000, he has been a director of Oxford Natural Products Asia Pte Ltd, a botanical medicalresearch and development company based in Singapore with interests throughout Asia, a director ofIndonesia Recovery Company Limited, an Indonesian ®nancial services ®rm, and Asia Armored VehicleLimited, a military and commercial vehicle assembly business. Mr Leese holds a Masters of Arts fromOxford University, United Kingdom.Ms Cynthia Poa Kheng Bee is our Chief Executive Of®cer (``CEO'') and has entered into a serviceagreement with our Company. As our CEO, she is responsible for our Company's day-to-dayoperations, spearheading our expansion efforts and formulating the strategic direction of ourbusiness. Ms Poa joined our Group on 27 October 1997. Between October 1997 to April 1999, MsPoa was involved in the retail and wholesale activities of the Group. From May 1999, Ms Poa wasonly involved in the wholesale activities of the Group. Ms Poa assumed the role of Chief ExecutiveOf®cer of our Group in 2002. Prior to joining our Group on 27 October 1997, Ms Poa was withNature's Farm Pte Ltd for 15 years. Having founded Nature's Farm in 1982, she sold her interests inthe latter in 1985 and continued to manage Nature's Farm Pte Ltd until she resigned as its managingdirector in 1997 and joined Victoria House and Nutri-Active. Ms Poa holds a Bachelor of Science inNutrition from Donsbach University in California, U.S..Ms Serene Ali Tan is our Chief Operating Of®cer (``COO'') and has entered into a service agreementwith our Company. As our COO, Ms Tan works together with our CEO in charting the future directionsand managing the daily operations of our Company. She co-founded Victoria House with Mr Leese inOctober 1994 and was instrumental in securing the GNC franchise for Singapore and Malaysia. From1990 to 1994, Ms Tan worked in a marketing and communications company called Directions MC PteLtd where she was responsible for assisting clients to develop business plans and to identify businessopportunities and for advising clients on the implementation of marketing and communication plans.In 1994, she started a seafood restaurant called Paci®c Grill in Holland Village. The restaurant wassubsequently sold in 1995. Since the incorporation of Victoria House and Nutri-Active in 1994 and1997 respectively, Ms Tan has been involved in managing the daily operations of these companiesand in formulating and charting the strategic expansion plans and future directions of thesecompanies. Ms Tan obtained her Bachelor of Science from the University of Oregon, U.S..Mr David Lim Teck Leong was appointed as our Independent Director on 19 December 2002. He iscurrently the managing partner of a law ®rm, David Lim & Partners. His areas of practice includecorporate and commercial law, banking law, corporate ®nance, securities, trusts, taxation, taxplanning and restructuring. Apart from being engaged in full-time law practice, Mr Lim tutored at theFaculty of Law, National University of Singapore and the Post Graduate Law Course conducted by theBoard of Legal Education. He was a member of the Management Committee of LawNets, a SingaporeMinistry of Law project, and was the chairman of the Law Society Computer Committee from 1992 to1994. He also served as a council member of the Law Society of Singapore from 1993 till 1994. Since1998, Mr Lim has been the National Reporter for Singapore for the Foreign Forum Lawyers of the TaxCommittee of the American Bar Association. He has also been a member of the Appeal Tribunalconstituted under the Rubber Industry Act (No. 15 of 1992) since 1991. Mr Lim obtained hisBachelor of Law (Honours) from King's College, United Kingdom and is a Barrister-at-Law, Gray's Inn.Ms Tay Peck Suan was appointed as our Independent Director on 19 December 2002. She iscurrently the sole proprietor of P S Tay & Co. She has more than 20 years of working experience inthe areas of ®nancial audit, taxation and corporate secretarial services. Ms Tay worked in accounting®rms in London and Singapore before starting her own practice in 1983. She is a member of theInstitute of Certi®ed Public Accountants of Singapore and a fellow of the Association of CharteredCerti®ed Accountants.97

Mr Tan Seng Leong was appointed as our Independent Director on 19 December 2002. He iscurrently a senior director/general manager of Canon Singapore Pte Ltd, a subsidiary of Canon IncJapan. His areas of responsibility in Canon Singapore Pte Ltd include product and inventorymanagement, marketing and sales, after sales services and customer support and training and skilldevelopment. Between 1994 and 1997 Mr Tan was actively involved in setting up subsidiaries inHong Kong, the Philippines and Thailand for the Canon Group. Mr Tan is currently the president ofthe Singapore Advertiser Association and a council member of the Advertising Standard Authority ofSingapore.Mr Thomas Yeoh Eng Leong, was appointed as our Independent Director on 15 May 2003. He iscurrently the managing director and chief executive of®cer of Boardroom Limited, a company listedon SGX-ST. Between 1988 to 1999, Mr Yeoh held different appointments in the EconomicDevelopment Board including that of Regional Director (Europe) managing EDB's Europeanoperations, Deputy Director of Service Industries and Chief Information Of®cer. Whilst Mr Yeoh waswith the EDB, Mr Yeoh was also the Assistant Chief Executive (Industry & Manpower) of the NationalComputer Board, responsible for promoting the information technology (`ÌT'') industry and thepromotion of multi-national IT companies to Singapore and the development of local IT companies.After Mr Yeoh left the EDB, Mr Yeoh held of®ce as vice-president and chief information of®cer ofPanpac Media.com Limited a company listed on the SESDAQ before he resigned in 2000 and joinediAsia Alliance Capital Pte Ltd, a venture capital fund management company, as its managing director.Mr Yeoh is currently a member of the Board of Governors of Nanyang Polytechnic, the chairman ofthe board of advisors of Nanyang Polytechnic (School of Digital Media & Product Design) and asenior member of the Singapore Computer Society. Mr Yeoh obtained a Masters of BusinessAdministration from the City University of London and a Bachelor of Engineering (Electrical) from theUniversity of Malaya.The list of present directorships held by our Directors and their past directorships over the last ®veyears preceding the date of this Prospectus, other than those held in our Company, are as follows:±Name List of Present Directorships List of Past DirectorshipsMr Nicholas Sims LeeseMs Cynthia Poa KhengBeeAsia Armoured Vehicle LimitedIndonesia Recovery Company LimitedNutri-Active Pte LtdOxford Natural Products Asia Pte LtdVendorene Pte Ltd (In Liquidation)VHE China LimitedVictoria House Pte LtdFashing Enterprises LtdHealthcare Group IncHerbert LtdNutri-Active Pte LtdNutri-Active Sdn BhdPakshi LtdQAF Victoria Sdn BhdRealhill Investments LtdUSB IncVHE China LimitedVictoria House Pte LtdVictoria House Sdn BhdHealth One Ltd (In Liquidation)Thornton Hall Investments Ltd98

Name List of Present Directorships List of Past DirectorshipsMs Serene Ali TanMr David Lim TeckLeong (1)Arcadia LtdHealthcare Group IncNutri-Active Sdn BhdNutri-Active Pte LtdQAF Victoria Sdn BhdThornton Hall Investments LtdVHE China LimitedVictoria House Pte LtdVictoria House Sdn BhdAberdeen Goh Private Equity Fund IPte LtdAberdeen Goh Private Equity Pte Ltd(in member's voluntary liquidation)Amanda Group Holdings Pte LtdAmanda Foods Pte LtdBio-Air Pte LtdEastlog Holding Pte LtdFederal Iron Works Sdn BhdFirst Engineering LimitedGuan Aik Enterprises Pte LtdGuan Aik Property Pte LtdGuan Aik Pte LtdNexus Asia Investment ManagementPte LtdOVA Healthcare Pte. Ltd.Quad Energy Pte LtdSamudera Shipping Line LimitedT.M. Tarah Pte. LtdVision Marine Pte LtdWong's Circuits (Holdings) LtdHealth One Ltd (In Liquidation)Rothmans Industries LimitedMs Tay Peck SuanMr Tan Seng LeongBrilliant Manufacturing LtdGrandi Vini Consorzio Export Pte LtdOptron (Asia Paci®c) Pte LtdOptron (Singapore) Pte LtdMedia Circulation Services (S)Pte LtdEng Wah Organisation LtdAlsona (Singapore) Pte Ltd(struck off)Well-Life Pte LtdAl-Sharon Pte Ltd (struck off)Truereq Singapore Pte LtdNil99

Name List of Present Directorships List of Past DirectorshipsMr Thomas Yeoh EngLeongBoardroom LimitedCazh Pte LtdEcpod Holdings LtdEcpod.com Pte Ltd (2)(In Liquidation)EDMS Pte Ltd (2) (In Liquidation)Enterprise Printing Solutions Pte Ltd (2)(In Liquidation)Erry Network Technology LtdErry Network Technology (Shanghai)Co., LtdiAsia Alliance Capital LtdiAsia Alliance Capital Pte LtdiAsia Consulting Pte LtdABi ASIA Pte LtdAdroit Innovations Pte LtdApex Systems Pte LtdAsiastockwatch.com(Australia) Pty LtdCalendar ONE Pte LtdChapter-e.com Pte LtdCommerce Exchange Pte LtdInfocomm Investments Pte LtdInfotech Ventures LtdIT Co-Investment Fund LtdKnowledge Engineering Pte LtdPanpac Media.com (Australia)Pty LtdPanpac Publishing Asia LimitedRoomz e-Publishers Pte LtdSIS Pte LtdSystems Education Centre PteLtdTConsult.com Pte LtdZingAsia.com (Australia) Pty LtdZoslab Holdings Pte LtdNotes:(1) The list of directorships of Mr David Lim Teck Leong does not include directorships which he holds in his capacity as asolicitor on behalf of clients of the ®rm of David Lim & Partners in the course of his professional practice.(2) These companies are subject to member's voluntary liquidation.Mr Nicholas Sims Leese (our Chairman) and Ms Serene Ali Tan (our Executive Director and ChiefOperating Of®cer) are living under the same household as husband and wife.Mr Thomas Yeoh Eng Leong was nominated by Osim to sit on the Board as a director. In appointingMr Yeoh to the Board, our Board of Directors (including its independent directors and the NominatingCommittee) is of the view that in the discharge of his director's duties, Mr Yeoh is and will beindependent of Osim. Mr Yeoh has also provided a declaration con®rming his independence of Osimand that his role is to ensure proper corporate governance within the Company.Save for the above, none of our Directors has any agreement, arrangement or understanding with anyof our substantial shareholders, or any of our customers or suppliers pursuant to which such personwas appointed as our Director, as the case may be.EXECUTIVE OFFICERSOur day-to-day operations are entrusted to our Executive Of®cers, whose particulars are set outbelow:±Name Age Address PositionMr Andrew CharlesGeorge DenbyMr Panjabi SanjayGordhan @ PanjumalSanjay Gordhan40 16 Balmoral Road # 01-09Balmoral CondominiumSingapore 25982030 Blk 199 Pasir Ris Street 12#05-134Singapore 510199Operations DirectorFinancial Controller100

Name Age Address PositionMs Christina Lee ChayHoon47 407, Sembawang Drive#13-806Singapore 750406Ms Leo Mui Leng 37 Blk 2, Ghim Moh Road#14-308Singapore 270002Mr Tan Ghim Pin 44 Blk 955, Hougang Avenue 9# 13-518Singapore 530955Ms Molly Ong Peck Tin 32 483, Yio Chu Kang Road#02-14 Castle GreenSingapore 787057Ms Jessie Tang LayHiang37 74, Jalan LatehSingapore 359144Mr Sin Hee Chai 41 Blk 234, Pasir Ris Dr. 4#05-466Singapore 510234Mr Charles Khoo SweeLoy47 112, McNair Road#08-209Singapore 320112General Manager (Retail)General Manager (Wholesaleand Distribution)Operations ManagerBusiness DevelopmentManagerSkills Development ManagerFinance & IT ManagerFinance & AdministrationManagerMr Andrew Charles George Denby joined our Company on 1 January 2004 as Operations Director.He oversees and manages the various aspects of the Group's daily operational and businessdevelopment matters. Mr Denby's experience includes more than 15 years in managing theoperations of departmental stores, supermarket chains and other health and beauty related chains.Prior to joining us, he was employed in various positions by Marks & Spencer Plc from 1986 to 1997and was the general manager for Guardian SEA (Singapore) Pte Ltd from 1997 to 2000. His lastappointment was as operations director of PT Hero Supermarket TbK (part of the Dairy FarmInternational Plc group). During his employment with the Dairy Farm International Plc group, heoversaw the development of training programme for store management, the opening of more than20 new supermarkets and was directly responsible for store development and store operations. MrDenby obtained his Bachelor of Arts (Honours Ð Business & Organisation Studies) from theUniversity of Lancaster.Mr Panjabi Sanjay Gordhan @ Panjumal Sanjay Gordhan joined our Company in May 2003, asFinancial Controller. He has the overall responsibility of the ®nancial and accounting aspects of theGroup. Mr Panjabi has over 10 years of experience in the audit of multi-national corporations andlisted companies in Singapore and Hong Kong. Prior to joining us, Mr Panjabi joined MessrsPricewaterhouseCoopers (``PwC'') (then Coopers & Lybrand) in Singapore in September 1995 andhis last position was an audit manager in PwC which he held since 2000. In PwC, he was in-chargeof managing audit assignments on multinational corporations and companies listed on the SGX-STand he was also involved in the audit of our subsidiaries, Victoria House and Nutri-Active, for the®nancial years ended 31 March 2001 and 31 March 2002. Between 1991 and 1995, Mr Panjabi waswith a medium-sized audit ®rm in Hong Kong with his last position being an audit senior. Mr Panjabi isa Certi®ed Public Accountant and a member of the Institute of Certi®ed Public Accountants ofSingapore, a fellow member of the Association of Chartered Certi®ed Accountants and an associatemember of the Hong Kong Society of Accountants.Ms Christina Lee Chay Hoon joined Victoria House in November 1997 as our General Manager(Retail). She is in charge of our retail activities and the achievement of sales targets. Prior to this, sheworked at another leading nutraceutical chain for 14 years, her last position being that of its seniormanager in charge of retail. Ms Lee holds both the Assistant and Associate Nutritionist Certi®catesfrom NIOA (the Nutritionists Institute of America).101

Ms Leo Mui Leng joined Nutri-Active in May 2000 as our General Manager (Wholesale andDistribution). She is in charge of our wholesale activities and overseeing the registration of productsto be sold in Malaysia. Between 1982 to 1996, Ms Leo was with another leading nutraceutical chainwhere she held various positions, her last being its business development manager. Thereafter, from1996 to 1999, she was a director of Honour Force (S) Pte Ltd, where she was responsible for chartingthe company's marketing programmes and sourcing for private labels for ®nished/bulk products for amulti-level-marketing company. Ms Leo holds the Associate Nutritionist Certi®cate from NIOA (theNutritionists Institute of America) and a Masters in Business Administration (Retailing andWholesaling) from the University of Sterling, United Kingdom.Mr Tan Ghim Pin joined Victoria House in November 1997 as our Operations Manager and isresponsible for overseeing the development and management of all our GNC retail outlets. Beforejoining us, he spent 14 years working as a retail supervisor at NTUC Fair Price Ltd and anotherleading nutraceutical chain. Mr Tan holds a Diploma in Business Administration and an AdvancedDiploma in Business Administration awarded by the Association of Business Executives, UnitedKingdom.Ms Molly Ong Peck Tin joined our Group in November 1997 and has been Nutri-Active's BusinessDevelopment Manager since March 2001. As our Business Development Manager, Ms Ong is incharge of the purchasing and importing of products, which includes placing orders, co-ordinatingshipments and sourcing for new products. Prior to joining us, she spent 7 years doing businessdevelopment work at another leading nutraceutical chain. Ms Ong studied in Nanyang Junior Collegefrom which she graduated with a Singapore-Cambridge GCE À' Level Certi®cate in 1989.Ms Jessie Tang Lay Hiang joined Nutri-Active in December 1997 as our Skills Development Managerand is in charge of training and developing the skills of our staff, as well as the recruitment of our salesstaff. She is also our Group's liaison with the HSA. Prior to joining our Group, she spent 9 years withanother leading nutraceutical chain, the last 7 years of which she was its skills development manager.Ms Tang holds both the Assistant and Associate Nutritionist Certi®cates from NIOA (the NutritionistsInstitute of America), and has been accredited as a Certi®ed Nutritionist (CN) by the National Instituteof Nutritional Education.Mr Sin Hee Chai ®rst joined our Group in 1999, as Finance Manager of Nutri-Active. He is currentlythe Finance and IT Manager and is in charge of the ®nancial and accounting aspects of our retailoperations in Singapore and the IT aspects of our Group. Mr Sin has 18 years of experience in theretail business, holding various positions. Before joining us, he spent 13 years with KimisawaSupermarket Pte Ltd, a subsidiary of Tokyo-listed Hac Kimisawa Co, Ltd. From 1992 to 1999, hewas its accounts manager, in charge of all ®nancial aspects of Kimisawa Supermarket's operationsin Singapore. Mr Sin completed his Advanced Diploma in Computer Studies certi®ed by theUniversity of London in 1990 and passed the ACCA (The Association of Chartered Certi®edAccountants) professional examinations in 1999.Mr Charles Khoo Swee Loy joined Nutri-Active as its Finance Manager in May 2001. He is currentlythe Finance and Admin Manager and is in charge of the ®nancial and accounting aspects of ourwholesale operations and retail operations in the region. Between 1990 to 1995, he was the regional®nance manager of Littlewoods International (Asia) Pte Ltd, a subsidiary of Littlewoods PLC, whichoperates and owns 120 retail outlets in the United Kingdom. In 1995, Mr Khoo joined Victoria Houseas our Finance Manager responsible for setting up the accounts and operations department tomanage the GNC franchise business in Singapore. In 1998, he joined Estabelle Fashions Pte Ltd asa Finance Manager and was responsible for control and management of the company's accountingand secretarial matters. Between 1999 to 2001, Mr Khoo acted as a freelance ®nancial consultantproviding ®nancial, accounting, taxation and secretarial services to local companies andmanagement consultancy services to individual and corporate clients. Mr Khoo did his À' levels atSt Patrick's College (UK).102

The list of present and past directorships of each of the Executive Of®cers for the last ®ve years are asfollows:±Name List of Present Directorships List of Past DirectorshipsMr Andrew Charles GeorgeDenbyMr Panjabi Sanjay Gordhan@ Panjumal SanjayGordhanNilUSB IncNilNilMs Christina Lee Chay Hoon Nil Victoria House Pte LtdMs Leo Mui LengHealthcare Group IncNutri-Active Pte LtdThornton Hall Investments LtdVictoria House Pte LtdHealth Circle InternationalGroup LtdHonour Force Inc.Honour Force (S) Pte LtdTricom Management CompanyLtdWorld Energy MedicineResearch Institute LtdMr Tan Ghim Pin Nil NilMs Molly Ong Peck Tin Nil NilMs Jessie Tang Lay Hiang Nil NilMr Sin Hee ChaiMr Charles Khoo Swee LoyHealth One Ltd (In Liquidation)USB IncVictoria House Pte LtdHealth One Ltd (In Liquidation)Home Laser Shop Pte LtdNutri-Active Pte LtdVHE China LimitedVHE China LimitedNone of our Executive Of®cers are related to each other, to any of the Directors or to any of oursubstantial shareholders, as the case may be.None of our Executive Of®cers has any agreement, arrangement or understanding with our substantialshareholders, or any of our customers or suppliers pursuant to which such person was appointed asour Executive Of®cer, as the case may be.STAFFAs at 31 March 2001, 2002 and 2003 we had 156, 209 and 275 full-time employees (excluding ourExecutive Directors) in Singapore respectively. Our employees comprise sales, administration,®nance and warehouse staff.103

The breakdown of our staff as at the end of the three ®nancial years indicated below are as follows:±-------------------- As at 31 March --------------------2001 2002 2003By Staff CategorySales 128 170 222Administration 13 15 14Finance 5 8 9Warehouse 10 16 30Our staff turnover rate was 9%, 18% and 21% for FY 2001, FY 2002 and FY 2003 respectively. Therelatively high staff turnover in FY 2002 was mainly due to the resignations of probationary and/orwarehouse personnel.The employees are not unionised. The relationship between management and staff is good and therehas not been any major labour dispute in our Group in the last three years.DIRECTORS' AND EXECUTIVE OFFICERS' REMUNERATIONThe remuneration of our Directors and Executive Of®cers for services rendered to us and oursubsidiaries on an aggregate basis and in remuneration bands for FY 2002 and FY 2003 are asfollows:±(a) Directors in each remuneration band for FY 2002Directors Up to S$250,000 S$250,001 to S$500,000Mr Nicholas Sims Leese [ XMs Cynthia Poa Kheng Bee X [Ms Serene Ali Tan [ XMr David Lim Teck Leong N.A. N.A.Ms Tay Peck Suan N.A. N.A.Mr Tan Seng Leong N.A. N.A.Mr Thomas Yeoh Eng Leong N.A. N.A.Executive Of®cers in each remuneration band for FY 2002Executive Officers Up to S$250,000 S$250,001 to S$500,000Mr Andrew Charles George Denby N.A. N.A.Mr Panjabi Sanjay Gordhan @ PanjumalSanjay Gordhan N.A. N.A.Ms Christina Lee Chay Hoon [ XMs Leo Mui Leng [ XMr Tan Ghim Pin [ XMs Molly Ong Peck Tin [ XMs Jessie Tang Lay Hiang [ XMr Sin Hee Chai [ XMr Charles Khoo Swee Loy [ X104

(b) Directors in each remuneration band for FY 2003Directors Up to S$250,000 S$250,001 to S$500,000Mr Nicholas Sims Leese X [Ms Cynthia Poa Kheng Bee X [Ms Serene Ali Tan [ XMr David Lim Teck Leong [ XMs Tay Peck Suan [ XMr Tan Seng Leong [ XMr Thomas Yeoh Eng Leong N.A. N.A.Executive Of®cers in each remuneration band for FY 2003Executive Officers Up to S$250,000 S$250,001 to S$500,000Mr Andrew Charles George Denby N.A. N.A.Mr Panjabi Sanjay Gordhan @ PanjumalSanjay Gordhan N.A. N.A.Ms Christina Lee Chay Hoon [ XMs Leo Mui Leng [ XMr Tan Ghim Pin [ XMs Molly Ong Peck Tin [ XMs Jessie Tang Lay Hiang [ XMr Sin Hee Chai [ XMr Charles Khoo Swee Loy [ XThe estimated remuneration paid and to be paid to each of our Directors and Executive Of®cersin remuneration bands for FY 2004 are as follows:±(c) Directors in each remuneration band for FY 2004Directors Up to S$250,000 S$250,001 to S$500,000Mr Nicholas Sims Leese [ XMs Cynthia Poa Kheng Bee (1) X [Ms Serene Ali Tan (1) [ XMr David Lim Teck Leong [ XMs Tay Peck Suan [ XMr Tan Seng Leong [ XMr Thomas Yeoh Eng Leong [ XExecutive Of®cers in each remuneration band for FY 2004Executive Officers Up to S$250,000 S$250,001 to S$500,000Mr Andrew Charles George Denby [ XMr Panjabi Sanjay Gordhan @ PanjumalSanjay Gordhan [ XMs Christina Lee Chay Hoon [ XMs Leo Mui Leng [ XMr Tan Ghim Pin [ XMs Molly Ong Peck Tin [ XMs Jessie Tang Lay Hiang [ XMr Sin Hee Chai [ XMr Charles Khoo Swee Loy [ XNote:±1. Directors' remuneration excludes any estimated amount of performance bonus to be paid pursuant to their ServiceAgreements.105

SERVICE AGREEMENTSOn 23 December 2002, our Company entered into service agreements with each of Mr Nicholas SimsLeese, Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan (collectively, the `Àppointees''), who areour Chairman, Chief Executive Of®cer and Chief Operating Of®cer respectively.Each service agreement is valid for an initial period of three years commencing 1 April 2003, whichmay be renewed thereafter until terminated by either party giving the other not less than threemonths' notice in writing. None of the service agreements provides for any bene®ts upon terminationof the service agreements.The service agreements provide for, inter alia, each Appointee's salary and bonus, annual leave,grounds for termination and certain restrictive covenants. The service agreements may be terminatedby our Company by summary notice upon the occurrence of certain speci®ed events, includingincapacity by reason of ill-health or accident, or the employee becomes of unsound mind or isconvicted of a criminal offence (other than a traf®c offence or any offence which in the opinion of ourDirectors does not affect his/her ability to perform his/her duties) or bankruptcy. Pursuant to the termsof the service agreements, Mr Nicholas Sims Leese, Ms Cynthia Poa Kheng Bee and Ms Serene AliTan are entitled to monthly basic salaries of $12,000, $19,500 and $12,000 respectively.Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan will be paid an annual wage supplement equivalentto one month's salary and are entitled to participate in an annual incentive bonus scheme based onthe audited consolidated pro®t before tax of our Group, excluding exceptional and extraordinary itemsbut after minority interests (``PBT''), for every ®nancial year on the following basis:±PBTProfit Sharing for Ms Poa and Ms Tan$4,000,000 and above but below $7,000,000 Ms Poa:The excess over $4,000,000, at 3.5%Ms Tan:The excess over $4,000,000, at 3.0%$7,000,000 and above Ms Poa:(i) The excess over $4,000,000 but lessthan $7,000,000 at 3.5%; and(ii) The excess over $7,000,000, at 4.0%.Ms Tan:(i) The excess over $4,000,000 but lessthan $7,000,000, at 3.0%; and(ii) The excess over $7,000,000, at 3.5%.Had the service agreements been in effect for the 12 months ended 31 March 2003 and based on theproforma ®nancial results of our Group, the total remuneration payable (comprising directors' fees,salaries, annual bonuses, incentive bonuses and Provident Fund thereon and any bene®ts-in-kind) toMr Leese, Ms Poa and Ms Tan would have been $786,817 and the pro®t before tax for the ®nancialyear ended 31 March 2003 would have been $5.2 million instead of $5.3 million.Mr Nicholas Sims Leese will be paid an annual wage supplement equivalent to one month's salary andan annual bonus equivalent to three months' salary. He will not be entitled to participate in any annualincentive bonus scheme.Save as disclosed above, there are no existing or proposed service agreements between ourCompany and any of our other Directors, as at the date of this Prospectus.106

Employment ContractsUnder the terms of his employment contract dated 15 September 2003, Mr Andrew Denby is subjectto an initial probation period of 6 months and upon con®rmation, his appointment will be for a periodof three years from 1 January 2004 (which may be extended for further 3 year terms if not terminated).In addition to a monthly gross basic salary and a ®xed bonus (upon completing a full year of service),Mr Denby will also be entitled to a performance bonus which shall be computed based on apercentage by which targets set by our Board, from time to time, are exceeded. During his probationperiod, the employment agreement may be terminated by, inter alia, either party upon 1 month'snotice and upon con®rmation, the notice period for termination will be three months.We have also entered into various contracts, contained in letters of employment, with each of ourother Executive Of®cers. Such letters typically provide for the salary payable to the particularExecutive Of®cer, his working hours, annual leave, medical bene®ts, grounds of terminations andcertain restrictive covenants.107

CORPORATE GOVERNANCEOur Company will adhere to the best practices as set out in the Code of Corporate Governance.Audit CommitteeOur Audit Committee comprises Ms Tay Peck Suan (Chairperson of the Audit Committee), Mr DavidLim Teck Leong and Mr Tan Seng Leong.After the listing, our Executive Directors and Executive Of®cers will continue to manage the businessand operations of our Company. Recognising the importance of corporate governance and of offeringhigh standards of accountability to our shareholders, all three members of our Audit Committee areIndependent Directors.To maintain high standards of corporate governance within our Company, the Audit Committee willmeet periodically to do the following:±(i)(ii)(iii)(iv)(v)(vi)review with the external auditors the audit plan, their evaluation of the system of internalcontrols, their audit report, their management letter and the management's response;review the quarterly and annual financial statements and balance sheet and profit and lossaccounts before submission to the Board for approval, focusing in particular, on changes inaccounting policy and practices, major risk areas, significant adjustments resulting from theaudit, the going concern statement, compliance with accounting standards as well ascompliance with statutory/regulatory requirements;review the internal control procedures and ensure co-ordination between the internal andexternal auditors and the management, review the assistance given by the management to theauditors, and discuss problems and concerns (if any) arising from the interim and final audits,and any matters which the auditors may wish to discuss in the absence of management (wherenecessary);review and discuss with the external auditors any suspected fraud or irregularity, or suspectedinfringement of any relevant laws, rules or regulations, which has or is likely to have a materialimpact on our Company's operating results or financial position, and the management'sresponse;consider the appointment or re-appointment of the external auditors and matters relating to theresignation or dismissal of the auditors;review transactions falling within the scope of Chapter 9 of the SGX-ST Listing Manual as maybe amended from time to time, and such other rules and regulations under the listing rules of theSGX-ST that may be applicable in relation to such matters from time to time;(vii) undertake such other reviews and projects as may be requested by the Board and report to theBoard its findings from time to time on matters arising and requiring the attention of the AuditCommittee; and(viii) generally undertake such other functions and duties as may be required by statute or the listingrules of the SGX-ST, and by such amendments made thereto from time to time.Remuneration CommitteeOur Remuneration Committee comprises Mr David Lim Teck Leong (Chairperson of the RemunerationCommittee), Ms Tay Peck Suan and Ms Cynthia Poa Kheng Bee.108

The Remuneration Committee will recommend to our Board a framework of remuneration for theDirectors and key executives, and determine speci®c remuneration packages for each ExecutiveDirector. The recommendations of our Remuneration Committee would be submitted forendorsement by the entire Board. All aspects of remuneration, including, but not limited to Directors'fees, salaries, allowances, bonuses, options and bene®ts-in-kind shall be covered by theRemuneration Committee. Each member of the Remuneration Committee shall abstain from votingon any resolutions and making any recommendations and/or participating in any deliberations of theRemuneration Committee in respect of his own remuneration package.The Remuneration Committee will also be entrusted with the review and administration of ourcompensation schemes such as our employee share option scheme and other remunerationpackages for our Company from time to time. As part of its review, the Remuneration Committee willensure that all aspects of the various schemes are comparable to other similar companies within theindustry.Nominating CommitteeOur Nominating Committee comprises Mr Tan Seng Leong (Chairperson of the NominatingCommittee), Mr David Lim Teck Leong and Ms Serene Ali Tan.Our Nominating Committee is tasked with making recommendations to our board of Directors on theappointment of new Directors, including making recommendations on the composition of our board ofDirectors generally and the balance between executive and non-executive directors appointed to ourboard of Directors. The Nominating Committee's recommendations are to be made with a view ofensuring that our board of Directors remains effective and focused on our business needs.Other Internal Control ProceduresMr Nicholas Sims Leese (our Chairman) and Ms Serene Ali Tan (our Chief Operating Of®cer) live underthe same household as husband and wife.The following internal control procedures have been put in place:±. The quorum for any meeting of Directors is 3;. The Chairman of the board of Directors has no casting vote at meetings of our board ofDirectors;. Under the dual signatory system for cheque signing and contract/transaction approval, MrNicholas Sims Leese and Ms Serene Ali Tan are prohibited from acting as joint signatories inthe same transaction.Each of our Directors are also aware of the new Section 158 of the Companies Act, which provides,inter alia, that in the event any of them represents the interests of a third party or is required to act inaccordance with or is accustomed to act in accordance with the directions or instructions of any thirdparty, he may not disclose any information which he obtains in his capacity as a director of ourCompany to such third party unless:±(i)(ii)(iii)he declares at a meeting of our Board of Directors his desire to disclose such informationrelating to our Group and the full particulars of the information he desires to disclose to suchthird party;he obtains the authorization from our Board to make such disclosure; andthe disclosure will not be likely to prejudice our Group or any company within our Group.All matters to be disclosed by such Director of our Company shall be recorded in the minutes of themeeting of our Board of Directors.The Audit Committee, comprising of all Independent Directors, has reviewed our Company'scorporate governance practices and is of the view that our internal control procedures are adequate.109

INTERESTED PERSON TRANSACTIONSSave as disclosed below, none of our Directors, controlling shareholder or Chief Executive Of®cer andassociates of any Director, controlling shareholder or Chief Executive Of®cer has any interest in anymaterial transactions (`Ìnterested Person Transaction'') undertaken by our Group in the three®nancial years ended 31 March 2001, 31 March 2002 and 31 March 2003 and in the period from 1April 2003 to the Latest Practicable Date.PAST TRANSACTIONS WITH INTERESTED PERSONS(i) Consultancy fees paid by Nutri-Active to a company controlled by an Executive Director, MsSerene Ali TanArcadia Ltd is wholly-owned by our Executive Director, Ms Serene Ali Tan.During the period from September 1998 to February 2001, Arcadia Ltd provided consultationservices with respect to, inter alia, identi®cation of suitable potential investors to aid inexpansion of Nutri-Active's business, in consideration of which Nutri-Active paid consultationfees of $143,976 and $152,132 for FY 2000 and FY 2001 respectively. This agreement ceasedwith effect from 28 February 2001.On or about 1 January 2001, Nutri-Active entered into a further consultancy agreement(``Consultancy Agreement'') with Arcadia Ltd for the provision by Arcadia Ltd of consultancyservices in relation to marketing of products and sourcing of locations and new products inMalaysia. The Consultancy Agreement was for a period of 5 years commencing on 1 January2001 and expiring on 31 December 2005. The total fee payable for the said consultancyservices of Arcadia Ltd was US$90,000, which was fully paid in advance by Nutri-Active toArcadia Ltd on or about 1 January 2001.The Consultancy Agreement has since been terminated with effect from 1 August 2002, and anamount of approximately US$63,000 (being the proportionate fee payable to Arcadia Ltd for theunexpired portion of the Consultancy Agreement) has been refunded by Arcadia Ltd to Nutri-Active.(ii)Loans from our Executive Director Mr Nicholas Sims LeeseIn July 1998, our Chairman, Mr Nicholas Sims Leese, extended an interest-free loan ofapproximately $535,000 to our subsidiary, Victoria House. As at 31 March 2000, Victoria Houserepaid approximately $386,000, leaving an outstanding amount of approximately $149,000. On30 June 2000, Mr Leese assigned the bene®t of this outstanding loan to Arcadia Ltd, which is acompany wholly-owned by Ms Serene Ali Tan.In June 2000, Mr Leese extended an interest-free loan of approximately $282,000 to oursubsidiary, Nutri-Active. On 30 June 2000, Mr Leese assigned the bene®t of this outstandingloan to Arcadia Ltd.The abovementioned outstanding loans owing by Victoria House and Nutri-Active which wereassigned to Arcadia Ltd were subsequently capitalised by the issue of shares by Victoria Houseand Nutri-Active respectively. Please refer to paragraph (iii) below on ``Loans from our ExecutiveDirector Ms Serene Ali Tan and Arcadia Ltd''.(iii)Loans from our Executive Director Ms Serene Ali Tan and Arcadia LtdIn January 1997, our Executive Director Ms Serene Ali Tan, extended an interest-free loan ofapproximately $566,000 to our subsidiary, Victoria House. Between 1998 and 2000, Ms Tanextended further interest-free loans to Victoria House of approximately $94,000, resulting in atotal outstanding loan of approximately $660,000. On 30 June 2000, Ms Tan assigned thebene®t of this outstanding loan to Arcadia Ltd, which is a company wholly-owned by Ms Tan.110

On 30 June 2000, Victoria House capitalised the outstanding loan of $660,000 assigned by MsTan to Arcadia Ltd and the $149,000 loan assigned by Mr Leese to Arcadia Ltd by the issue atpar of 809,000 ordinary shares of $1.00 each in the capital of Victoria House to Arcadia Ltd.On 30 June 2000, Nutri-Active capitalised the outstanding loan of $282,000 assigned by MrLeese to Arcadia Ltd by the issue at par of 282,000 ordinary shares of $1.00 each in the capitalof Nutri-Active to Arcadia Ltd.(iv)Loans from our Executive Director Ms Cynthia Poa Kheng BeeIn 1997, our Executive Director Ms Cynthia Poa Kheng Bee, extended an interest-free loan ofapproximately $891,000 to our subsidiary, Victoria House. Between 1998 and 2000, VictoriaHouse repaid to Ms Poa approximately $582,000 leaving a balance outstanding ofapproximately $309,000. On 30 June 2000, Ms Poa assigned the bene®t of the outstandingloan amounting to $309,000 to Thornton Hall Investments Ltd (``Thornton Hall''), which wasthen a company wholly-owned by Ms Tan.Between 1997 and 2000, Ms Poa extended interest-free loans of approximately $1,246,000 toour subsidiary, Nutri-Active. On 30 June 2000, Ms Poa assigned the bene®t of the outstandingloan to Thornton Hall.The abovementioned outstanding loans owing by Victoria House and Nutri-Active which wereassigned to Thornton Hall were subsequently capitalised by the issue of shares by VictoriaHouse and Nutri-Active respectively. Please refer to paragraph (v) below on ``Loans fromThornton Hall, a company controlled by an Executive Director''.(v)Loans from Thornton Hall Investments Ltd, a company controlled by an Executive DirectorIn 1997 and 1998, Thornton Hall, which was then a company wholly-owned by our ExecutiveDirector, Ms Cynthia Poa Kheng Bee, extended interest-free loans of approximately $623,000to our subsidiary, Victoria House.In 1999, our Executive Director, Ms Serene Ali Tan, acquired all of Ms Poa's interests in ThorntonHall.On 30 June 2000, Thornton Hall accepted an assignment from Ms Poa of the bene®t of a$309,000 loan from Ms Poa to Victoria House. As such, as at 30 June 2000, a total of$932,000 was owing by Victoria House to Thornton Hall and on 30 June 2000, such loan wascapitalised by the issue at par of 932,000 ordinary shares of $1.00 each in the capital ofVictoria House to Thornton Hall.In December 1998, Thornton Hall extended interest-free loans of approximately $477,000 to oursubsidiary, Nutri-Active. In May 1999, Nutri-Active repaid approximately $5,000, leaving anoutstanding amount of $472,000.On 30 June 2000, Thornton Hall accepted an assignment from Ms Poa of the bene®t of a loanextended by Ms Poa to Nutri-Active amounting to $1,246,000. As at 30 June 2000, the totaloutstanding loan amount owing by Nutri-Active to Thornton Hall was $1,718,000 and on 30June 2000 such loan was capitalised by the issue at par of 1,718,000 ordinary shares of $1.00each in the capital of Nutri-Active to Thornton Hall.Subsequent thereto, Thornton Hall was sold by Ms Serene Ali Tan to a relative.111

On 22 August 2003, an agreement was arrived at and entered into between DB, Victoria Houseand USB in relation, inter alia, to Victoria House's acquisition of a 100% interest in USB.Consequently, on 22 August 2003, Healthcare and Victoria House entered into an agreement torescind the said assignment of 16 July 2003. For more details on the agreement between DB,Victoria House and USB, please refer to pages 62 to 64 of this Prospectus.(ix)Agreement between Victoria House and our controlling shareholder, Healthcare Group Inc andour Executive Directors Cynthia Poa Kheng Bee and Serene Ali TanAs mentioned above, on 22 August 2003, Victoria House entered into an agreement with MrDonald Black (``DB'') for the sale by him, and the purchase by Victoria House of 100% of hisequity interest in USB (the ``DB Agreement''). In connection with the DB Agreement, VictoriaHouse paid on behalf of DB, a sum of US$937,372 to GNC (the ``DB Debt'') in settlement of adebt owing by DB to GNC for the operation of GNC franchise in US military and naval bases inKorea and Japan. In addition, Victoria House also disbursed a loan of US$25,000 to DB (the ``DBLoan'') which was paid by Victoria House directly to GNC Inc at the instructions of DB insettlement of certain other debts owing by DB to GNC Inc. The DB Debt and the DB Loan tobe hereinafter collectively referred to as (``DB Recovery Debt''). Subsequently, DB approachedVictoria House to vary certain terms and conditions in the DB Agreement which Victoria Housewas not prepared to do.A deed of undertaking dated 24 th day of November 2003 was entered into between VictoriaHouse and our controlling shareholder, Healthcare and our Executive Directors Cynthia PoaKheng Bee and Serene Ali Tan pursuant to which Healthcare, Ms Poa and Ms Tan jointly andseverally undertook that in the event Victoria House fails for any reason whatsoever tocomplete its acquisition of 100% of the equity interest in USB, and Victoria House does notrecover from DB the full DB Recovery Debt amount by 1 September 2004 (or such other dateas the independent directors of Global Active Limited may decide) (the ``Recovery Deadline''),Healthcare, Ms Poa and Ms Tan shall pay Victoria House (without any deduction or set-off) thedifference between the DB Recovery Debt amount and the amount of the DB Recovery Debtactually recovered by Victoria House from DB, within thirty (30) days from the RecoveryDeadline date.However, as the acquisition of the entire equity interest in USB has been completed on 1December 2003, the abovementioned undertaking would no longer be applicable.(x)Legal services provided by Messrs David Lim & PartnersThe law ®rm of Messrs David Lim & Partners was engaged by Victoria House as its legal advisersin the transaction involving the acquisition of the entire equity interests in USB. Our independentdirector Mr David Lim is a partner of Messrs David Lim & Partners. Legal fees and disbursementsof S$36,966.80 is payable by Victoria House to Messrs David Lim & Partners for their services.CURRENT TRANSACTION WITH INTERESTED PERSONSProvision of insurance brokering services by companies related to Executive DirectorsThe Pan Group, comprising Pan Resources Pte Ltd (``Pan Resources'') and Pan GIA Pte Ltd (``PanGIA''), provides insurance broking services to our Group.The shareholders of Pan Resources and Pan GIA are Ms Poa King Chew, Mr Young Kuan Sing andMs Lim Joo Bee. Ms Poa King Chew is the sister and Mr Young Kuan Sing is the brother-in-law of ourExecutive Director, Ms Cynthia Poa Kheng Bee.As our insurance brokers, they source from the market the most competitive insurance plan(s) thatmeets our Group's needs. All premiums on our insurance policies are remitted directly to theinsurance companies.The Pan Group of companies derive their commissions from the insurance companies, and not fromour Group.113

The insurance premiums paid by our Group directly to the insurance companies for insurance policiesarranged through the Pan Group for the last 3 ®nancial periods are as follows:±1 April 2000 to 31 March 2001 $11,7601 April 2001 to 31 March 2002 $16,4161 April 2002 to 31 March 2003 $37,295Going forward, it is our intention to continue having Pan Resources and Pan GIA as our insurancebrokers. Future transactions, if any, between our Group and the Pan Group will be subject to reviewby the Audit Committee in accordance with the requirements of Chapter 9 of the SGX-ST ListingManual to ensure that they are on an arm's length basis, on normal commercial terms and are notprejudicial to the interests of our Company and the minority shareholders.ROLE OF OUR AUDIT COMMITTEE IN INTERESTED PERSON TRANSACTIONSIn future, all Interested Person Transactions will be documented and submitted periodically to theAudit Committee for its review to ensure that such transactions are carried out on an arm's lengthbasis, on normal commercial terms and are not prejudicial to the interests of our Company and theminority Shareholders. In the event that a member of the Audit Committee is deemed to have aninterest in an Interested Person Transaction, he will abstain from reviewing that particulartransaction. The Audit Committee will include the review of Interested Person Transactions as part ofthe standard procedures during the Audit Committee's examination of the adequacy of our Group'sinternal control procedures.During its periodic review or such other review deemed necessary by it, our Audit Committee will carryout a review of records of all Interested Person Transactions to ensure that they are carried out inaccordance with the following internal control procedures:±(1) for purchase of products or services from an Interested Person, two quotes received from twounrelated third parties for a similar product or service, contemporaneous in time, will be used ascomparison, whenever possible. At least one Independent Director will review such comparable,taking into account all pertinent factors including, but not limited to price, quality, delivery timeand track record, to ensure that the interests of minority shareholders are not disadvantaged;(2) for providing products or services to an Interested Person, the price and terms of sales of suchproducts to third parties, contemporaneous in time will be used as comparison, wheneverpossible. At least one Independent Director will review such comparables, taking into accountall pertinent factors including, but not limited to price, quantity, delivery time and track record,to ensure that the interests of minority shareholders are not disadvantaged. For the avoidanceof doubt, this shall not apply to sales of products to an Interested Person through our GNCretail outlets, and(3) in cases where it is not possible to obtain comparables from other unrelated third parties, ourAudit Committee will consider whether the pricing of the transaction is in accordance with ourusual business practices and consistent with the usual quotes obtained for the same orsubstantially similar types of transactions or products to determine whether the relevanttransactions are undertaken at arm's length and on normal commercial terms.Our Audit Committee will also review all Interested Person Transactions to ensure that the prevailingrules and regulations of the SGX-ST (in particular, Chapter 9 of the SGX-ST Listing Manual) arecomplied with.We will seek our shareholders' approval (where necessary) for future Interested Person Transactions.We will also endeavour to comply with the principles of and best practices set out in the ``BestPractices Guide'' of the SGX-ST Listing Manual.114

Our Audit Committee is of the view that the above guidelines and procedures are suf®cient to ensurethat these Interested Person Transactions will be on normal commercial terms and will not beprejudicial to our Shareholders. Our Audit Committee shall review from time to time such guidelinesand procedures to determine if they continue to be adequate and/or commercially practicable inensuring that transactions between our Interested Persons and us are conducted at arm's lengthand on normal commercial terms.POTENTIAL CONFLICTS OF INTERESTOsim International LimitedOne of our controlling shareholders, Osim, is engaged in the business of retailing and distribution ofcertain brands of nutraceutical products under the Osim Nutritionfocus arm of its business. Certainbrands or types of nutraceutical products sold by our Group are also being sold by Osim and thismay potentially give rise to con¯icts of interest.However, the management of our Company and the management of Osim remain totally separate anddistinct. Further, Osim has given an undertaking to Healthcare that any director nominated by Osim tosit on our Board cannot, inter alia, be an employee of the Osim group or be engaged in the same tradeas our Group or be employed in any business in competition with our Group. In addition, based on its23.92% interest in our Company, immediately after the Invitation, Osim does not possess the vetopower with respect to any shareholder action or approval requiring a majority vote.Save as disclosed in this Prospectus and under `Ìnterested Person Transactions'' above:±(a) none of our Directors, controlling shareholders or their associates, has an interest, direct orindirect, in any material transaction to which our Company was or is a party;(b) none of our Directors, controlling shareholders or their associates, has any interest, direct orindirect, in any company carrying on the same business or carrying on a similar trade as ourGroup; and(c) none of our Directors, controlling shareholders or their associates, has any interest, direct orindirect, in any enterprise or company which is our customer or supplier of goods or services.115

EXCHANGE CONTROLSSave as disclosed below, our operations are not subject to any exchange controls in any of thejurisdictions in which our Group operates.MalaysiaThe legislation in Malaysia governing exchange control is the Exchange Control Act 1953 (`ÈCA'').The Controller of Foreign Exchange has, under Section 39 of the ECA, issued Exchange Control ofMalaysia Notices (`ÈCM Notices'') which embody his general permissions and directions. BankNegara Malaysia, which is the central bank of Malaysia (``Bank Negara''), has also released a numberof clari®cations to clarify issues which arise from the ECM Notices. The ECM notices (together withthe clari®cations) set out the circumstances in which the speci®c approval of the Controller ofForeign Exchange within Bank Negara, must be obtained by residents and non-residents to remitfunds to and from Malaysia.A ``resident'' is de®ned as a citizen of Malaysia (excluding a person who is a permanent resident of aforeign country and is residing outside Malaysia), a non-citizen of Malaysia who has obtainedpermanent resident status in Malaysia and is residing permanently in Malaysia, or a person (whetherbody corporate or unincorporate, and whether head of®ce or branch) incorporated or registered withor approved by any authority in Malaysia.A ``non-resident'' is de®ned as any person other than a resident, an overseas branch, an overseassubsidiary, a regional of®ce, a sales of®ce, a representative of®ce of a resident company, embassies,consulates, high commissions, supranational or international organizations, or a Malaysian citizen whohas obtained permanent resident status in a territory outside Malaysia and is residing outsideMalaysia.ECM NoticesThe following are some of the important restrictions that have been imposed on residents and nonresidentsby the ECM Notices:±(a) Ringgit amounts remitted back to Malaysian resident accounts after 30 September 1998 requireBank Negara approval.(b) Residents can pay non-residents in either Ringgit or foreign currency up to RM50,000, withoutany prior approval being required unless it is for the import of goods. Payments in Ringgit inexcess of RM50,000 would require the approval of Bank Negara save for a number of specificexceptions, which include a remittance for the purchase of Ringgit instruments, securityregistered in Malaysia transacted through an authorized depository or other asset in Malaysia.Subject to the completion of a statistical form, payments in foreign currency in excess of theequivalent of RM50,000 would not require Bank Negara's approval unless it is for investmentsabroad or payment under a guarantee for non-trade purposes.Payments for import of goods in Ringgit would not be permitted unless prior approval of BankNegara is obtained. All payments for exports must be in foreign currency.Notwithstanding the above, we would highlight that all payments from Malaysia to a destinationoutside Malaysia must, at present, be in foreign currency because the Malaysian currency is nottradable outside Malaysia.(c) A Malaysian bank may extend credit facilities in Ringgit to a non-resident which maintains anExternal Account (a Ringgit account maintained with a Malaysian financial institution) providedthat its total credit facilities from all Malaysian banks does not exceed the aggregate ofRM200,000 and are used for purposes other than to finance the acquisition or development ofimmovable property in Malaysia.116

(d)(e)(f)(g)(h)(i)Residents with no domestic borrowing are allowed to make payment to non-residents forpurposes of investing abroad up to an amount of RM10,000 or its equivalent in foreigncurrency per transaction. Where the amount exceeds RM10,000, Bank Negara's approval isrequired.Residents do not require approval to obtain credit facilities in foreign currency from Malaysianbanks and non-residents up to the equivalent of RM5 million subject to a reporting requirementfor credit facilities above RM1 million.All certificates of title to securities registered in Malaysia held by non-residents must betransacted through and deposited with an authorized depository. Securities in this context isdefined as shares, stocks, bonds, notes, debentures, debenture stock, units under a unit trustscheme, shares in oil royalty, letters of allotment which may be renounced, letters of rights,coupons conferring rights to acquire securities, options, warrants or certificates of deposit.Limits have also been imposed on the import and export of currency by residents and nonresidentsinto and out of Malaysia. Residents and non-residents are allowed to import andexport Ringgit up to RM1,000. Residents and non-residents are allowed to import foreigncurrency of any amount. However, residents are allowed to export foreign currency only up toRM10,000 equivalent save for authorized border trader at the Malaysia-Thailand border. Nonresidentsare allowed to export foreign currency up to the amount of foreign currency broughtin to Malaysia.Trading in Ringgit instruments by Labuan offshore banks are now no longer permitted.Companies with multimedia super corridor status will continue to be exempted from all exchangecontrol rules to meet their own requirements.A company in Malaysia may maintain inter-company accounts with any non-resident company inforeign currency (except in connection with Israel, Serbia and Montenegro), but monthly returns mustbe submitted to Bank Negara. The resident company may debit and credit inter-company accountsand settle net balances of accounts arising from the offsetting of payables against receivables withthe non-resident company. However, the prior permission of Bank Negara is required for offsettingpayables against receivables that are export proceeds or external credit facilities extended to theresident company and all inter-company settlements must be made in foreign currency only. Further,where any inter-company settlement exceeds the equivalent of RM10,000 in foreign currency, BankNegara must be informed. Through inter-company accounts, export proceeds may be set off againstpayables to af®liated or parent companies overseas.The Impact on our GroupAs at the Latest Practicable Date, our operations in Malaysia which are carried out through ourGroup's 50% associated companies in Malaysia are just over their second year and, are notmaterial. As such, as at the Latest Practicable Date, the Malaysia foreign exchange regulations donot have any material impact on the availability of cash and cash equivalents for our use or on theremittance of dividends, interest or other payments to our shareholders.117

GOVERNMENT REGULATIONSSingaporeIn Singapore, the import, distribution and sale (both on a retail and wholesale basis) of nutraceuticalproducts is currently, generally not subject to any requirements for product registrations, and there isno requirement to obtain prior approval or license for the import and/or sale of the same.Currently, the legislations in Singapore that govern the import, distribution or sale of products orsubstances that are considered medicinal products, controlled substances and/or poisons (as thecase may be) include the Medicines Act (Cap. 176), the Poisons Act (Cap. 234), the Sale of DrugsAct (Cap. 282), Misuse of Drugs Act (Cap. 185) and regulations thereto. Generally, the import,distribution or sale of such products or substances would require a relevant licence to be obtainedfrom the relevant authority (which is the HSA). In addition, there are certain restrictions which applyin relation to the packaging, labelling and advertising of such products.Nutraceutical products of the nature and type which our Group sells and distributes, via our GNC retailoutlets as well as through our wholesale distribution channels, do not, as a rule, contain anysubstances which may fall under the categories of medicinal products, controlled substances and/orpoisons.The term ``medicinal product'' (as de®ned under the Medicines Act (Cap. 176)) includes any productthat is intended to treat or cure any disease or to otherwise prevent or interfere with the normaloperation of a physiological function, whether permanently or temporarily, and whether by way ofterminating, reducing or postponing, or increasing or accelerating, the operation of that function or inany other way. Accordingly, the de®nition of ``medicinal product'' is wide enough to cover ournutraceutical products. However, certain categories of products are exempted, and these include,inter alia, quasi-medicinal products, medicated beverages, vitamins and nutritional preparations fromnatural sources, ginseng tea, garlic pills, herbal tea, health foods with general medicinal claims,staminade powder, high protein preparations or substances used for slimming and anti-wrinkle orrejuvenation substances which do not contain any ingredient speci®ed in the Poisons Act (Cap. 234).Most of our nutraceutical products are products which comprise natural or herbal ingredients. Sincethese products are not regulated by the abovementioned legislation, our Group is free to import,distribute and sell such products without having to obtain licences for the same.It was envisaged that the HSA will regulate the sale of vitamins and health supplements from 2003.However, as at the Latest Practicable Date, in so far as the Directors are aware, no such regulationshave been implemented.Currently, we hold two licenses issued by the HSA in relation to the importation and wholesaledistribution of Chinese proprietary medicine.In respect of our website, our Company is not required to obtain the approval of the SingaporeBroadcasting Authority (``SBA'') as our website does not promote political or religious causes. OurCompany intends to fully comply with the Internet Code of Practice issued by the SBA and anydirections that may be given by the SBA to our Company from time to time.MalaysiaIn Malaysia, the Sale of Drugs Act 1952 (Act 368) and the Control of Drugs and Cosmetics Regulations1984 governs the manufacture, sale, supply and import of nutraceuticals in Malaysia. Under theabovementioned legislations, any substance, product or article intended to be used on humanswhether internally or externally for the general maintenance or promotion of health or well-being of aperson needs to be registered with the Drug Control Authority. Upon an application for registration,the said Authority will conduct appropriate laboratory tests and decide whether to reject theapplication or proceed to register the same. Upon registration of the product, a person may applyfor a license to import and sell such registered product at speci®ed premises.118

In addition, Nutri-Active (M) has applied to the Drug Control Authority, a body established under theControl of Drugs and Cosmetics Regulations, 1984 for import licences for such products which weintend to import into Malaysia for sale and distribution and such sale and importation of whichrequires an import licence to be obtained.In addition, under the provisions of the Local Government Act, 1976 and regulations made thereunder,an operator of a retail outlet is required to apply for a license from the relevant local authority inMalaysia to operate such retail outlet and to display such license at the relevant outlet. Of the 13retail outlets opened in Malaysia, as at the Latest Practicable Date, Victoria House (M) has obtainedthe licenses to operate about 9 of these outlets. Applications for licenses to operate the other retailoutlets have been submitted by Victoria House (M) and are pending approval. The Directors have noreason to believe that any of these licenses will not be issued.Foreign investment guidelinesForeign ownership and control of the Malaysian economy (including the acquisition of shares andassets in Malaysia) are regulated and monitored by the Foreign Investment Committee (``FIC'')through its guidelines. The FIC guidelines for the acquisition of shares and assets in Malaysia arepolicy guidelines and do not have the force of law. In practice, however, non-compliance with theFIC guidelines may be prejudicial and have adverse consequences on all the parties concernedincluding withholding by the appropriate licensing authority of the grant or renewal of licensesrequired for the operation of a business until the FIC guidelines are complied with. Subject to theseguidelines, foreigners may acquire shares in a Malaysian company. In the event of an acquisition byany one foreign interest of 15% or more, or an acquisition by foreign interests in the aggregate of 30%or more, of the voting shares of a Malaysian company, or in the event the value of the shares acquiredby foreign interests exceeds RM5 million, the FIC guidelines require the prior approval of the FIC.``Foreign interest'' includes (i) foreign citizens, (ii) companies incorporated outside Malaysia and (iii)companies incorporated in Malaysia but owned more than 50% by foreign citizens and/orcompanies incorporated outside Malaysia.BruneiIn Brunei, our Group's associated company Victoria House (B) has to obtain a Miscellaneous Licencepursuant to the Miscellaneous Licences Act (Cap. 127) in order to undertake the business of operatinga retail outlet. A Miscellaneous Licence will be granted by the Municipal Board or the relevant DistrictOf®ce, depending on the location of the retail outlet.The importation and sale of nutraceuticals in Brunei are regulated by the Poisons Act (Cap. 114) andthe Public Health (Food) Order 1998.The Poisons Act (Cap. 114) stipulates that a licence has to be obtained for the sale of items de®ned orlisted as poisons in the Schedules to the said Act. As the products currently being sold by VictoriaHouse (B) do not fall within the items listed in the Schedule of The Poisons Act (Cap. 114), nolicence is required by Victoria House (B) for the sale of such products in Brunei.The Public Health (Food) Order 1998 and the regulations thereto require compliance with rules inrespect of labelling, packaging, advertising, date marking and disclosure of additives of all foodproducts sold.119

PRCIn the PRC, under the Administrative Means of Health Food, with effect from 1 June 1996, relevantpermits and registrations must be obtained in order to import, distribute and sell nutraceuticalproducts in the PRC. In addition, under the Medicine Administrative Law, with effect from 1December 2001, permits and registrations must be obtained in order to import, distribute and sellproducts which are classi®ed under such law as medicinal or pharmaceutical products. Applicationfor the necessary permit and product registration for each of such nutraceutical, medicinal orpharmaceutical products must be submitted to the Ministry of Health or the State Food and DrugAdministration of the PRC respectively together with certain documents and a sample of the productfor examination and perusal.The distribution of nutraceutical, medicinal or pharmaceutical products in the PRC is subject to suchproducts obtaining the abovementioned permits and registration in the PRC. Our wholly-ownedsubsidiary, Victoria House (C), has engaged APCO Asia Ltd to undertake such application andregistration of up to 300 products in the PRC.120

TAXATIONThe following is a discussion of certain tax matters arising under the current tax laws in Singapore andis not intended to be and does not constitute legal or tax advice. While this discussion is considered tobe a correct interpretation of existing laws in force as at the date of this Prospectus, no assurance canbe given that courts or ®scal authorities responsible for administration of such laws will agree with thisinterpretation or that changes in such laws will not occur. The discussion is limited to a generaldescription of certain tax consequences in Singapore with respect to ownership of our Shares bySingapore investors and does not purport to be a comprehensive nor exhaustive description of all thetax considerations that may be relevant to a decision to purchase our Shares.Prospective purchasers of our Shares should consult their own tax advisers concerning the Singaporetax and other tax consequences of owning and disposing our Shares. It is emphasised that neither theCompany, the Directors nor any other persons involved in the Invitation accepts responsibility for anytax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.Singapore Income TaxGeneralSingapore resident taxpayers, which include individuals who reside in Singapore and companieswhich are controlled or managed in Singapore, are subject to Singapore income tax on:±. income accruing in or derived from Singapore; and. foreign income received or deemed to be received in Singapore.A company will be regarded as being a resident in Singapore if the control and management of itsbusiness is exercised in Singapore (eg. if the board of directors meets and conducts the business ofthe company in Singapore). An individual will be regarded as being a resident in Singapore in a year ofassessment if, in the preceding year, he was physically present in Singapore or exercised employmentin Singapore (other than as a director of a company) for 183 days or more, or if he resides inSingapore (except for temporary absences from Singapore).Corporations which are not residents of Singapore are, with certain exceptions, subject to Singaporeincome tax on:±. income accruing in or derived from Singapore; and. foreign income received or deemed to be received in Singapore.Individuals who are not residents of Singapore are, with certain exceptions, subject to Singaporeincome tax only on income accruing in or derived from Singapore.The corporate tax rate in Singapore is 22%. On 28 February 2003, the Minister for Finance announcedin the fiscal year 2003 budget that the corporate tax rate would remain at 22% for the year ofassessment 2004 (that is for the income earned in the financial year or other basis period ending2003). The Government also reaffirmed its intention to reduce the corporate tax rate to 20% by thefiscal year 2004 budget. There is a partial tax exemption scheme which benefits all companies.Under this scheme, the following portion of the first $100,000 of the chargeable income earned by acompany are exempt from Singapore income tax:±(a) 75% of the first $10,000 of the chargeable income (excluding Singapore dividends); and(b) 50% of the next $90,000 of the chargeable income (excluding Singapore dividends).The remaining chargeable income will be taxed at 22%. The corporate tax rate of 22% applies to ourCompany's business income for the ®nancial year ended 31 March 2002 and subsequent years andother income including interest and dividends received on or after 1 January 2002. Gains of a capitalnature are not subject to any Singapore income tax.121

For a Singapore tax resident individual, the tax rate will vary according to the individual'scircumstances but is subject to a maximum marginal rate of 22% for year of assessment 2003. On28 February 2003, the Minister for Finance announced in the ®scal year 2003 budget that the topindividual tax rate would remain at 22% for the year of assessment 2004 (that is for the incomeearned in the ®nancial year or other basis period ending 2003). The Government also reaf®rmed itsintention to reduce the top individual tax rate to 20% by the ®scal year 2004 budget.Non-resident taxpayers who derive interest, loan fees, royalties or rental income from Singapore aresubject to Singapore withholding tax at the rate of 15%. Such rate may be reduced if the taxpayersare residents in a country with which Singapore has a double tax agreement and such agreementprovides for a reduced rate.With effect from 1 January 2002, non-resident taxpayers who derive income from the provision oftechnical or management services provided in Singapore are subject to Singapore withholding tax atthe rate of 22%. Where the taxpayers are residents in a country with which Singapore has a doubletax agreement, such income may be exempted from Singapore withholding tax subject to certainconditions as set out therein.Dividend DistributionsSingapore does not impose withholding tax on dividends paid to residents or non-residentsshareholders.Dividend Distributions Ð Imputation SystemBefore 1 January 2003 (and to a certain extent between 1 January 2003 and 31 December 2007), theimputation system of corporate taxation applied in Singapore. Under this system, to avoid doubletaxation at the corporate and shareholder levels, Singapore adopts an imputation system for taxationof dividends. Income tax paid by a company resident in Singapore is imputed to the dividends paid toits shareholders such that the shareholders are deemed to have paid the tax equivalent to theprevailing corporate tax paid by the company. Shareholders receive dividends net of such tax.Shareholders are taxed on the gross amount of dividends (that is, on the amount of net dividendsreceived plus the amount of corporate tax paid by the company on the pro®ts out of which thosedividends are paid). The tax paid by the company effectively becomes available to its shareholdersas a tax credit to offset the income tax liability on their overall income that is subject to Singaporeincome tax (including gross amount of dividends).Dividend Distributions Ð New One-tier Corporate Tax SystemA one-tier corporate tax system became effective from 1 January 2003 (subject to certain transitionalrules). Under this new system, the tax collected from corporate pro®ts is ®nal and Singapore dividendsare tax exempt in the hands of the shareholders, regardless of the tax residence status or the legalform of the shareholder. However, to enable companies to make full use of their unutilised dividendfranking credits as at 31 December 2002, there will be a ®ve-year transition period from 1 January2003 to 31 December 2007, during which a company may remain on the imputation system for thepurposes of paying franked dividends out of its unutilised dividend franking credits as at 31December 2002.Companies however have the irrevocable option to move to the one-tier corporate tax system at anearlier date before the dividend franking credit balances are exhausted.We are under the one-tier corporate tax system. Thus our normal dividends will be tax exempt to allShareholders. The dividends will be unfranked with no tax credit attached.Capital gainsGains of a capital nature are not subject to any Singapore income tax. However, the acquisition anddisposal of investments by certain investors, in particular ®nancial institutions, may be part of their122

normal business activities and, in these circumstances, the gains or losses arising may be taken intoaccount for tax purposes.Stamp dutiesNo stamp duty is payable on the issuance of new Shares of our Company. Where existing ordinaryshares are acquired in Singapore, stamp duty is payable on the instrument of transfer of the ordinaryshares at the rate of $2 for every $1,000 market value of such ordinary shares.The purchaser is liable for stamp duty unless otherwise agreed. No stamp duty is payable if noinstrument of transfer is executed or the instrument of transfer is executed outside Singapore.However, stamp duty may be payable if the instrument of transfer which is executed outsideSingapore is received in Singapore.The above stamp duty is not applicable to electronic transfers of the Shares through the CDP system.Goods and Services Tax (``GST'')The sale of the Shares by an investor belonging in Singapore through an SGX-ST member or toanother person belonging in Singapore is an exempt sale not subject to GST. Any GST directly orindirectly incurred by the investor in respect of this exempt sale will become an additional cost tothe investor.Where the Shares are sold by the investor to a person belonging outside Singapore, the sale is ataxable sale subject to GST at zero-rate. Any GST incurred by a GST-registered investor in makingthis supply in the course or furtherance of a business is claimable as a refund from the Comptrollerof GST.Services such as brokerage, handling and clearing services rendered by a GST-registered person toan investor belonging in Singapore in connection with the investor's purchase, sale or holding of theShares will be subject to GST at the current rate of 5% with effect from 1 January 2004. Similarservices rendered to an investor belonging outside Singapore are subject to GST at zero-rate.Estate dutySingapore estate duty is imposed on the value of most immovable property situated in Singapore andon most movable property, wherever it may be situated, owned by individuals who are domiciled inSingapore, subject to speci®c exemption limits. Our Shares are considered to be movable propertysituated in Singapore as we are a company incorporated in Singapore.Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estateduty upon such individual's death. Singapore estate duty is payable to the extent that the value of ourShares aggregated with any other assets subject to Singapore estate duty exceeds $600,000. Unlessestate duty exemptions apply to the other assets, any excess exceeding $600,000 will be taxed at 5%on the ®rst $12,000,000 of the individual's property subject to Singapore estate duty and theremainder at 10%. Individuals should consult their own tax advisers regarding the Singapore estateduty consequences of their ownership of our Shares.123

SUMMARY OF THE GLOBAL ACTIVE SHARE OPTION SCHEMEWe have also adopted a share option scheme (``Scheme''), which will continue to be implementedfollowing the close of the Invitation. The Scheme was approved at the Extraordinary General Meeting(`ÈGM'') held on 23 December 2002. The rules of this Scheme, which are set out in Appendix C of thisProspectus, are in compliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST.Objectives of the SchemeThe Scheme is proposed with the following primary objectives:±(a) the giving of recognition to achievements and contributions of participants through ownership inthe equity of our Company to enable them to share in the success of our Group, leading to thedevelopment of a participatory style of management which instills loyalty and a stronger sense ofidentification with the long term goals of our Group;(b) the promotion of staff morale leading to the retention of employees of our Group whosecontributions are important to the long term growth and prosperity of our Group;(c) the motivation of participants to optimise standards and efficiency and to maintain a high level ofcontribution and the encouragement of participants towards higher standards of performanceand commitment by linking their performance to that of our Group's;(d) the attainment of harmonious employer/staff relations;(e) the making of total compensation more attractive and competitive in order for our Group toattract, retain and motivate talented employees; and(f) the enhancement of the value of our Company in the long term.Rules of the SchemeThe rules of the Scheme, which comply with Part VIII of Chapter 8 of the SGX-ST Listing Manualgoverning share option schemes of companies listed on the SGX-ST, are set out in Appendix C ofthis Prospectus.Duration of the SchemeThe Scheme shall continue in operation at the discretion of the Scheme Committee for a maximumperiod of 10 years commencing from its adoption by Shareholders at the EGM. The Scheme may becontinued for any further period thereafter with the approval of our Company in general meeting andof any relevant authorities which may then be required.Administration of the SchemeThe Scheme will be administered by the Scheme Committee appointed and authorised by the Board.The Scheme Committee will consist of the Directors of our Company (including Directors who may beparticipants of the Scheme). A member of the Scheme Committee who is also a participant of theScheme must not be involved in its deliberations or decision in respect of any options granted or tobe granted to him.Persons eligible to participate in the SchemeThe following persons will be eligible to participate in the Scheme:±(i) confirmed employees of our Company and/or any of its subsidiaries who have attained the ageof 21 years (`Èmployees''); and(ii) directors of our Company and/or any of its subsidiaries who performs an executive function(`Èxecutive Directors'').124

Persons who qualify under the categories above and who are also our Company's controllingshareholders or their associates may not participate in the Scheme. In addition, our Company doesnot intend to grant any options under the Scheme to any of our Independent Directors.The selection of, and the actual number of Shares to be offered under options to, participants of theScheme will be determined by the Scheme Committee at its absolute discretion, which will take intoaccount criteria such as, in the case of an Employee and an Executive Director, his rank, pastperformance, years of service and potential for future development.Types of OptionsUnder the rules of the Scheme, two types of options may be granted:±(a)Market Price OptionsA Market Price Option is an option over Shares with an exercise price ®xed at the average of thelast dealt market price of the Shares over the three consecutive trading days immediatelypreceding the date of the grant of the option. However, the exercise price payable for a Sharemay not in any event be less than the nominal (par) value of the Share.It is envisaged that Market Price Options will form the bulk of options to be granted under theScheme. As the exercise price of a Market Price Option is ®xed at the time such option isgranted, the holder of a Market Price Option will realise rewards only in the event that themarket price of the Shares rises above the exercise price. The size of such rewards will be indirect proportion to the amount by which the market price of the Shares rises over the exerciseprice of the Market Price Option. As such, the holder of a Market Price Option will stand to gaingreater rewards in the event of greater improvements in the market price of the Shares. Since themarket price of the Shares is directly linked to the performance of our Company, our Companybelieves that the participants will be more encouraged to take on responsibility for improving theperformance of our Group and contribute to the appreciation in value of our Company in the longterm.(b)Discounted OptionsA Discounted Option is an option over Shares with an exercise price ®xed at a discount of up to20% to the average of the last dealt market price of the Shares over the three consecutivetrading days immediately preceding the date of the grant of the option. However, the exerciseprice payable for a Share may not in any event be less than the nominal (par) value of the Share.Discounted Options may be granted in circumstances where the grant of Market Price Optionsmay not provide a sufficient incentive to achieve the objectives of the Scheme. At present, ourCompany foresees that Discounted Options may be granted principally in the followingcircumstances:±(i)(ii)firstly, where it is considered more effective by our Company to reward and retain talentedindividuals by way of a Discounted Option rather than a Market Price Option. Such acircumstance may arise, for example, in the event that the practice of granting optionswith exercise prices that have a discount element becomes the general market norm. Asshare options become a more significant component of executive remuneration packages,a discretion to grant options with discounted exercise prices will provide our Company witha means to maintain the competitiveness of our Group's compensation strategy;secondly, where it is more meaningful and attractive to acknowledge a participant'sachievements through a discounted price option rather than paying him a cash bonus.Such a circumstance may arise, for example, where our Group needs to provide morecompelling motivation for specific business units to improve their performance. In suchevent, grants of share options with discounted exercise prices will help to align theinterests of participants to those of the Shareholders; and125

(iii)thirdly, where due to speculative forces and having regard to the historical performance ofthe Share price, the market price of the Shares at the time of the grant of the options arenot re¯ective of ®nancial performance indicators such as return on equity and/or earningsgrowth. With a discretion to grant options at a discount to the market price, the exerciseprice could be adjusted to take into account market sentiments and the dictates ofexternal forces affecting the share market at the time that options are granted. Forexample, in the event that the prevailing market price of the Shares is considered to bearti®cially high, it may be more desirable for our Company to grant Discounted Optionsthan to withhold or defer the grant of options until the market price of the Shares fall to amore realistic level. In these circumstances, the quantum of the discount given will dependon the historical performance of the Share price as compared to the prevailing marketprices of the Shares during the price ®xing period for the options.The quantum of any discount given will be determined by the Scheme Committee on a case by casebasis, taking into account the individual merits and factors pertaining to the speci®c participant towhom the option is to be granted, and the objective that is desired to be achieved by our Companythrough the grant of that option. Consideration will also be given to criteria such as (but not limited to)the performance of our Company and our Group compared with pre-set performance targets and®nancial parameters such as earnings growth, the performance of the participant over the sameperiod, and (where applicable) the contribution of the participant to the success and development ofour Company and/or Group. The discount quantum may differ from one participant to another, butpursuant to current guidelines shall not exceed 20% of the prevailing market price of a Share at thetime of grant. By including a maximum discount quantum to the fullest extent currently permitted bythe SGX-ST as a feature of the Scheme, our Company would have the maximum ¯exibility to utilisethe discount feature to meet the objectives and/or address the contingencies described above. OurCompany believes that the inclusion of a discount pricing feature in the Scheme will bene®t ourCompany by giving it the ¯exibility to package its options to participants in an attractive andconstructive manner.Discounted Options may be granted to any category of eligible participants at the discretion of theScheme Committee.The ¯exibility to grant the two types of options above allows our Company to structure the grant ofoptions, including combining options set at different subscription prices, to participants of theScheme having regard to the position and responsibilities of the participant, the objectives andexpectations of our Company in making the grant to that participant, the performance of our Group,and the prevailing market and economic conditions, where applicable. A combination of both types ofoptions may be granted to a participant.Scheme SizeThe size of the Scheme (``Scheme Size'') is 15% of our issued share capital from time to time or suchother percentage as may be permitted under the prevailing rules of the SGX-ST.The number of options which the Company may grant under the Scheme may ¯uctuate from time totime and is dependent on, inter alia, the total issued share capital of the Company.Following the Invitation, the issued share capital of the Company is $10,000,000 divided into200,000,000 Shares. On the basis of such issued share capital, the Company may grant optionsunder the Scheme in respect of up to 30,000,000 Shares. It is currently anticipated that there will be250 persons who will be eligible to participate in the Scheme. Assuming that the full Scheme Size of15% of the issued share capital is utilised and the Scheme remains in force for the 10-year duration ofthe Scheme, the Company estimates that approximately 3,000,000 Shares may be granted each yearover the duration of the Scheme.Our Company believes that the Scheme should be of a suf®cient size to enable us to have the¯exibility to structure remuneration and incentive packages and to offer options over a signi®cantnumber of Shares to new and/or existing employees and Executive Directors. Such number ofShares ought to be signi®cant enough to serve as a meaningful incentive in the recruitment of new126

Employees and Executive Directors as well as a reward to existing Employees and Executive Directorsfor their contribution to our Group. If the number of Shares available under the Scheme is too small,the number of options available may not be suf®ciently attractive to achieve the objectives of theScheme.Grant of OptionsThere will not be any ®xed periods for the grant of options under the Scheme. Offers of the grant ofoptions may be made at any time and from time to time at the discretion of the Scheme Committee.This will allow our Company to have the ¯exibility of timing the grant of options to coincide with, forexample, salary and/or performance reviews. Under the rules of the Scheme, however, in the eventthat an announcement on any matter of an exceptional nature involving unpublished price sensitiveinformation is imminent, offers may only be made on or after the ®fth market day from the date onwhich the aforesaid announcement is released.Acceptance of OptionsThe procedures and formalities for the acceptance of options under the Scheme are set out in therules of the Scheme, which provide, for example, that offers of options made to grantees, if notaccepted by the grantees within 30 days from the date of the offer, will lapse. Upon acceptance ofthe offer, the grantee must pay to our Company a consideration of $1.00.Exercise of OptionsA Market Price Option may be exercised during an exercise period commencing on the ®rstanniversary of the date of grant of the option, or such later date as the Scheme Committee shallspecify based on a vesting schedule to be determined by the Scheme Committee on the date of thegrant of such option. Such exercise period will expire on the day preceding the tenth anniversary ofthe date of the grant of the option.A Discounted Option may be exercised during an exercise period commencing on the secondanniversary of the date of the grant of the option, or such later date as the Scheme Committee shallspecify based on a vesting schedule to be determined by the Scheme Committee on the date of thegrant of such option. Such exercise period will expire on the day preceding the tenth anniversary ofthe date of grant of the option.The Scheme Committee will also have the discretion to impose conditions on the exercise of theoptions, such as the imposition of a vesting schedule to limit the number of Shares in respect ofwhich the option may be exercised during various points in time in the option exercise periodapplicable to that option.Termination of OptionsSpecial provisions in the Scheme deal with the lapse or earlier exercise of options in circumstanceswhich include (i) the termination of the participant's employment in our Group; (ii) the cessation ofdirectorship of a participant who is a director of our Group; (iii) the bankruptcy of the participant orthe happening of any other event which results in the participant being deprived of the legal orbene®cial ownership of such option; (iv) in the event of any misconduct on the part of the participantas determined by the Scheme Committee in its discretion; (v) a take-over of our Company; and (vi) thewinding-up of our Company.Rights of Shares Arising from Exercise of OptionsShares arising from the exercise of options shall be subject to the provisions of the Memorandum andArticles of Association of our Company. The Shares so allotted will upon issue rank pari passu in allrespects with the then existing issued Shares except that the new Shares shall not be entitled to anydividend or other distribution the record date for which precedes the relevant date of the exercise ofthe option.127

Modi®cations to the SchemeSubject to prior approval of such regulatory authorities as may be necessary, the rules may be alteredby a resolution of the Scheme Committee provided that no alteration shall adversely affect the rightsattached to options granted prior to such alteration except with the consent in writing of such numberof participants who, if they exercised their options in full, would thereby become entitled to not lessthan three-quarters in nominal amount of all Shares which would fall to be allotted upon exercise in fullof all outstanding options, nor shall any alteration be made to particular rules to the advantage ofparticipants except with the prior sanction of our Company in general meeting. The approval of aregulatory authority to any modi®cations to the Scheme does not imply that such regulatoryauthority has considered the merits of such modi®cation.Disclosures to be made in Future Annual ReportsOur Company will make the following disclosures (as applicable) in its annual reports for the futurefinancial years for so long as the Scheme continues to be in operation:±(a) The names of the members of the Scheme Committee administering the Scheme.(b) The information required in the table below for the following participants:±(i) Directors; and(ii) Participants (other than those in (b)(i) above) who receive 5% or more of the total number ofoptions available under the Scheme.Name of ParticipantOptions grantedduring financialyear underreview (includingterms)Aggregateoptions grantedsincecommencementof Scheme toend of financialyear underreviewAggregateoptionsexercised sincecommencemnetof Scheme toend of financialyear underreviewAggregateoptionsoutstanding as atend of finanicalyear underreview(c)The number and proportion of options granted at a discount during the ®nancial year underreview in respect of every 10% discount range, up to the maximum quantum of discountgranted.Rationale for Options to be Granted at a DiscountThe ¯exibility of our Company to grant Discounted Options under the Scheme with exercise prices®xed at a discount of not more than 20% (which is the maximum discount currently permitted underthe Listing Rules) is intended to, inter alia, provide our Company with the maximum ¯exibility tostructure our Group's rewards and bene®ts system to achieve the objectives of the Scheme,particularly in circumstances where the grant of Market Price Options may not provide suf®cientincentive to achieve these objectives. These circumstances are discussed above.Accounting Treatment of OptionsOur Group's ®nancial statements up to ®nancial year ended 31 March 2003 are prepared according tothe Singapore Statements of Accounting Standards (``SAS''). Currently, there is no SAS applicable forthe accounting and reporting of share-based compensations. Accordingly, the grant of options underthe Scheme will not result in a direct impact on our Company's pro®tability, as in contrast with thepayment of cash bonuses, no cash outlay would be expended by our Company or our Group at thetime of the grant of such options. However, whenever options are granted by our Company tosubscribe for new Shares in its capital, such options have a fair value at the time of grant. The fairvalue of an option at the time of grant is the estimated amount (derived from applying pricingmodels developed to value traded options) that a willing buyer would pay a willing seller for the128

option on the grant date. While share options such as those to be granted under the Scheme are nontransferableand are not traded, the application of such pricing models to options granted pursuant tothe Scheme would result in a fair value being attributed to those options at the time of their grant. Thehigher the number of Shares comprised in options that are exercisable at exercise prices with adiscount element, and the higher the quantum of the discount, the lower will be the amount of cashto our Company.Under the Scheme, the grantee who is granted an option pays a nominal consideration of $1.00 to ourCompany, on his acceptance of the offer of the option. Insofar as such options are granted at aconsideration which is less than their fair value at the time of grant, there will be a cost to ourCompany (in that our Company will receive, a consideration that is less than the fair value of theoption), the size of which will depend, among other things, on the amount of options grantedpursuant to the Scheme, and whether the options are granted at the market price or at a discount tothe market price of the Shares. It should be noted that in general, the higher the discount applicable toan option is, the higher the cost will be to our Company in respect of such option. In addition, thelonger the option period is in relation to an option, the higher the cost will be to our Company inrespect of such option.Subject as aforesaid, as and when the options are exercised, the cash in¯ow will add to the nettangible assets (``NTA'') of our Company and its share capital base will grow. Where options aregranted with exercise prices that are set at a discount to the market prices for the Shares prevailingat the time of the grant of such options, the amount of the cash in¯ow to the NTA of our Company onthe exercise of such options would be diminished by the quantum of the discount given, as comparedwith the cash in¯ow that would have been receivable by our Company had the options been grantedat the market price of the Shares prevailing at the time of the grant. The amount of diminution woulddepend ultimately on the number of Shares comprised in options that are exercisable at exerciseprices adjusted with a discount to the market price, and the quantum of the discount.With effect from our ®nancial year commencing 1 April 2003, our Group's ®nancial statements will beprepared in accordance with the accounting standards (Financial Reporting Standards Ð ``FRS'')prescribed by the Council on Corporate Disclosure and Governance (``CCDG'').The CCDG issued an Exposure Draft on Share-based Payment (`ÈD/FRS'') on 22 November 2002with the target date for the proposed standard to be effective from ®nancial periods beginning on orafter 1 January 2004. The ED/FRS requires companies to recognise an expense in the incomestatement in connection with all share-based payment transactions, which include all shares andshare options granted to employees and other parties. In addition to the recognition rules, the ED/FRS also proposes the measurement and disclosure rules on share-based payment transactions,including grants of shares and share options. Until such time when the ED/FRS has been adoptedas a standard, there is no direct impact to the ®nancial results and position of our Group.Accordingly, the proforma ®nancial statements of the Group presented in this Prospectus have nottaken into consideration the possible effects of the changes that may be brought by the adoption ofthis ED/FRS as a standard.129

REPORT ON EXAMINATION OFTHE PROFORMA FINANCIAL STATEMENTS OF THE GROUPThe Board of DirectorsGlobal Active Limited9 Ubi CrescentSingapore 40857227 January 2004Dear Sirs/MdmWe report on the Proforma Financial Statements of the Group set out in Appendix D of the Prospectusto be issued in relation to the initial public offering of the shares of Global Active Limited (the``Company'') on the Singapore Exchange Securities Trading Limited. The Proforma FinancialStatements of the Group, which have been prepared for illustrative purposes only, are based oncertain assumptions and basis (as set out in Note 4 and Note 5 to the Proforma FinancialStatements of the Group) and after making certain adjustments (as set out in Note 35 to theProforma Financial Statements of the Group) to show what:±(a)the financial results of the Group (comprising the Company and its subsidiaries) for the financialyears ended 31 March 2001, 31 March 2002 and 31 March 2003 would have been if the groupstructure (as described in Note 3 to the Proforma Financial Statements of the Group) as of thedate of lodgement of the Prospectus (excluding USB Inc for the reason stated in Note 3.3) hadbeen in place since 1 April 2000;(b) the financial position of the Group as at 31 March 2003 would have been if the group structureas of the date of lodgement of the Prospectus (excluding USB Inc for the reason stated in Note3.3) had been in place on 31 March 2003; and(c) the cash¯ows and changes in shareholders' equity of the Group for the ®nancial year ended 31March 2003 would have been if the group structure as of the date of lodgement of theProspectus (excluding USB Inc for the reason stated in Note 3.3) had been in place on 1 April2002.The Proforma Financial Statements of the Group, because of their nature, may not give a true pictureof the Group's actual results, ®nancial position, changes in equity and cash ¯ows. However, as theGroup (excluding USB Inc for the reason stated in Note 3.3) was formed by 31 March 2003, theaudited consolidated balance sheet of the Group as at 31 March 2003 as set out in these ProformaFinancial Statements, represents the actual ®nancial position of the Group as at that date.The Proforma Financial Statements of the Group are the responsibility of the Directors of theCompany. Our responsibility is to express an opinion on the Proforma Financial Statements of theGroup based on our work.We carried out procedures in accordance with Singapore Statement of Auditing Practice 24 `Àuditorsand Public Offering Documents''. Our work, which involved no independent examination of theunderlying ®nancial information, consisted primarily of comparing the underlying ®nancial informationused in the preparation of the proforma ®nancial statements of the Group with the audited ®nancialstatements of individual companies in the Group, considering the evidence supporting theadjustments and discussing the Proforma Financial Statements of the Group with the Directors ofthe Company.In our opinion,(a) the Proforma Financial Statements of the Group have been properly prepared on the basis setout in Note 4 and Note 5 to the Proforma Financial Statements of the Group;(b) the Proforma Financial Statements of the Group have been properly prepared in a mannerconsistent with both the format of the latest audited financial statements of the Company for130

(c)the financial year ended 31 March 2003 and the accounting policies normally adopted by thecompanies in the Group in the preparation of their financial statements; andeach material adjustment made to the information used in the preparation of the ProformaFinancial Statements of the Group is appropriate for the purpose of preparing such ®nancialinformation.Yours faithfullyPricewaterhouseCoopersCerti®ed Public AccountantsSingaporePartner-in-charge: Lim Seow Chiang131

EXTRACT OF THE REVIEW REPORT OF THE AUDITORS ON THE UNAUDITEDFINANCIAL STATEMENTS OF USB INC FOR THE FINANCIAL PERIODFROM 1 APRIL 2003 TO 31 OCTOBER 2003The auditors report on their review of the unaudited ®nancial statements of USB Inc from which theincome statement and balance sheet set out in Appendices E7 and E8 were extracted, is set outbelow:±The Board of DirectorsGlobal Active Limited9 Ubi CrescentSingapore 40857227 January 2004Dear Sirs/MdmThis letter has been prepared for inclusion in the Prospectus dated 27 January 2004 inconnection with the invitation by Global Active Limited in respect of the issue of 40,000,000new shares of $0.05 each in Global Active Limited for cash.We have reviewed the unaudited ®nancial statements of USB Inc for the period from 1 April 2003 to 31October 2003. The unaudited ®nancial statements is the responsibility of the directors of USB Inc. Ourresponsibility is to issue a report on the ®nancial statements based on our review.We conducted our review in accordance with the Singapore Standard on Auditing applicable to reviewengagements. This standard requires that we plan and perform the review to obtain moderateassurance as to whether the ®nancial statements are free of material misstatement. A review islimited primarily to inquiries of company personnel and analytical procedures applied to ®nancialdata and this provide less assurance than an audit. We have not performed an audit and,accordingly, we do not express an audit opinion.Based on our review, nothing has come to our attention that causes us to believe that the ®nancialstatements are not presented fairly, in all material respects, in accordance with the SingaporeFinancial Reporting Standards.Yours faithfullyPricewaterhouseCoopersCerti®ed Public AccountantsSingaporePartner Ð Lim Seow Chiang132

GENERAL AND STATUTORY INFORMATIONINFORMATION ON OUR DIRECTORS AND EXECUTIVE OFFICERS1. The particulars of our Directors and Executive Of®cers are set out on pages 95, 100 and 101respectively of this Prospectus. Information on the business and working experience of ourDirectors and Executive Of®cers is set out on pages 95 to 103 of this Prospectus.2. The present directorships and past directorships of each of our Directors, excluding those heldin our Company, over the past ®ve years preceding the date of this Prospectus are set out onpages 98 to 100 of this Prospectus.3. The present directorships and past directorships of each of our Executive Of®cers, over the past®ve years preceding the date of this Prospectus are set out on page 103 of this Prospectus.4. Save as disclosed on page 100 of this Prospectus, none of our Directors has any familyrelationship with other Directors or with any of our Executive Of®cers or substantialshareholders of our Company.5. None of our Executive Of®cers is related to one another or to any Director or substantialshareholders of our Company.6. Save as disclosed below, none of our Directors, Executive Officers or controlling shareholdershas been, is or was involved in any of the following:±(i)(ii)(iii)(iv)(v)(vi)at any time during the last 10 years, a petition under any bankruptcy laws of any jurisdictionwas filed against him or against a partnership of which he was a partner;at any time during the last 10 years, a petition under any laws of any jurisdiction was filedagainst a corporation of which he was a director or key executive, for the winding up of thatcorporation on the ground of insolvency;has any unsatisfied judgements against him;been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonestywhich is punishable with imprisonment for three months or more, or been the subject ofany criminal proceedings (including pending criminal proceedings which he is aware of)for such purposes;been convicted of any offence, in Singapore or elsewhere, involving a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or been the subject of any criminal proceedings (including any pendingcriminal proceedings which he is aware of) for such breach;at any time during the last 10 years, judgement has been entered against him in any civilproceedings in Singapore or elsewhere involving a breach of any law or regulatoryrequirement that relates to the securities or futures industry in Singapore or elsewhere, ora finding of fraud, misrepresentation or dishonesty on his part, or has been the subject ofany civil proceedings (including any pending civil proceedings which he is aware of)involving an allegation of fraud, misrepresentation or dishonesty on his part;(vii) been convicted in Singapore or elsewhere of any offence in connection with the formationor management of any corporation;(viii) been disqualified from acting as a director of any corporation, or from taking part directly orindirectly in the management of any corporation;(ix)been the subject of any order, judgement or ruling of any court, tribunal or governmentalbody, permanently or temporarily enjoining him from engaging in any type of businesspractice or activity;133

(x)On or about 31 August 1997, our Executive Director Ms Cynthia Poa Kheng Bee terminatedher employment as managing director of Nature's Farm Pte Ltd (``Nature's Farm'') to takeup employment with Victoria House and Nutri-Active as Chief Executive Officer and/ordirector. Ms Poa's employment contract with Nature's Farm stated, inter alia, that Ms Poashall not, within Singapore or any country in which Nature's Farm group is carrying onbusiness at the time of termination of employment agreement, solicit in competition withNature's Farm in relation to products or custom of any customer of Nature's Farm groupor be concerned with any business similar in nature with business carried on by Nature'sFarm for a period of 5 years after ceasing employment with Nature's Farm. On the basisof the abovementioned restriction, Nature's Farm made an application to the SingaporeHigh Court to restrain Ms Poa from, inter alia, being concerned with business withinSingapore of a similar nature as that carried out by Nature's Farm, soliciting withinSingapore in competition with Nature's Farm health food products of the type marketedby Nature's Farm. In the interest of saving time and costs, but on a without-admission-ofliabilitybasis, Ms Poa arrived at an out-of-court settlement with Nature's Farm wherein MsPoa agreed, inter alia, not to engage in certain activities in competition with Nature's Farmand not to hold directly or indirectly, any position, office, employment or interest or berelated to Victoria House for a period of 24 months commencing from 11 May 1999. On10 May 1999, Ms Poa sold her interests in Victoria House and resigned as a director ofVictoria House.In the abovementioned proceedings commenced by Nature's Farm, Nature's Farm alsosought, inter alia, an injunction to restrain our Executive Director Ms Serene Ali Tan (whowas and is a managing director and/or employee of Victoria House and Nutri-Active) frominducing termination of employment of any employee of Nature's Farm and damages forconspiracy and for inducing breach of contract. Pursuant to the abovementioned out-ofcourtsettlement entered into in the interest of saving time and costs, but on a withoutadmission-of-liabilitybasis, Ms Tan agreed that for a period of 24 months commencingfrom 11 May 1999, Ms Tan will not deal in Singapore, with certain brands of products.A consent order was issued by the Singapore High Court in the terms of the said out-ofcourtsettlement.to his knowledge, been concerned with the management or conduct, in Singapore orelsewhere, of the affairs of:±(a)any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere; or;(b) any corporation or partnership which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere,in connection with any matter occurring or arising during the period when he was soconcerned with the corporation or partnership.Please refer to disclosure in relation to paragraph (ix) above. In addition, our IndependentDirector Mr Tan Seng Leong was previously interviewed by the Commercial AffairsDepartment in connection with an investigation on criminal breach of trust involving staffof a company of which he is a director. Two of such staff have been convicted and haveserved the prison sentence for their respective offences.7. Breach of sections 76 and 163 of the Companies Act arising from a cash advance of S$156,000made by Victoria House to Healthcare.Background(i) Health One carried out a rights issue (``Rights Issue'') in or about September 2000. The reasonfor the Rights Issue was so that Health One could obtain cash for its operations (which weremainly carried out through its then subsidiaries Victoria House and Nutri-Active) and forpayment of expenses incurred in connection with its intended initial public offering. Therestructuring exercise undertaken by Health One for the purposes of its intended initial publicoffering was via share swaps between Health One and its shareholders and this resulted in134

Health One owning assets which mainly comprised shares in its subsidiaries but having no cashor working capital. Consequently, it was envisaged that Health One would have to embark on afund raising exercise to raise a sum of S$600,000 which would be funded by its subsidiaries orits shareholders after the share swap was completed. The Rights Issue offer was made on 20September 2000 and it was to lapse by 27 September 2000.(ii) As a shareholder of Health One, Healthcare was prepared to accept its pro-rata entitlement of itsRights Issue, and inject further funds of S$156,000 into Health One. However, as Healthcare wasat that time, newly incorporated, it did not have a Singapore dollar account from which fundscould be remitted to Health One in time for the targeted closing date of the Rights Issue.Victoria House therefore advanced a sum of S$156,000 (``Cash Advance'') to Healthcare on 3October 2000 to enable Healthcare to subscribe for and pay Health One for its pro-rata portionof the Rights Issue as it was in the interest of Victoria House as much as that of Health One andHealthcare to ensure that Healthcare could subscribe and pay for its pro-rata portion of theRights Issue. Under these circumstances, the directors of Victoria House agreed to this CashAdvance because of the funding needs which was to be met from the Rights Issue andbecause they were certain that this Cash Advance was only temporary and Healthcare wouldreimburse Victoria House in due course. The main purpose and objective of the directors ofVictoria House was to ensure that Health One would be able to raise the funds needed for itsoperations. The Cash Advance was duly repaid by Healthcare to Victoria House on 20 February2001. There is consequently no amount due from Healthcare to Victoria House whatsoever.(iii) A special resolution was passed on 25 September 2000 by Health One and on 5 October 2000by Victoria House to approve the Cash Advance pursuant to section 76 of the Companies Act(collectively ``Special Resolutions''). Unfortunately, no legal advice was sought prior to the CashAdvance or the Special Resolutions due to the urgency of the matter.(iv)(v)The Special Resolutions were passed as it was thought at that time that such resolutions werenecessary for the Cash Advance to be made. In any event, due to the urgency of the matter, thespecial resolution of Victoria House was passed only subsequent to the extension of the CashAdvance.The directors of Victoria House have con®rmed that despite the text and timing of the SpecialResolutions, which suggested that the purpose or intent of Victoria House in making the CashAdvance was to assist Healthcare in the acquisition of shares in Health One, at the time ofextension of the Cash Advance, the directors of Victoria House had extended the CashAdvance to Healthcare because of the circumstances and for reasons enumerated inparagraphs (i) to (iv) above.Breach of Section 76 of the Companies Act(vi) Section 76 of the Companies Act provides that a company shall not directly or indirectly givefinancial assistance for the purpose of acquisition by any person of shares in a holdingcompany and this includes making a loan provided, inter alia, the company, by specialresolution resolves to give such financial assistance pursuant to Section 76(10) of theCompanies Act. Section 76(3) of the Companies Act provides that a company shall be taken tohave given financial assistance for the purpose of such acquisition if the company gave thefinancial assistance for the purpose that included the relevant purpose and the relevantpurpose was a substantial purpose of the giving of the financial assistance.(vii) At the time the Cash Advance was made by Victoria House to Healthcare for the purposes ofenabling Healthcare to subscribe and pay for its pro-rata portion of Health One's Rights Issue,Health One was the holding company of Victoria House. The directors of Victoria House thenwere Ms Serene Ali Tan (``Ms Tan''), Mr Nicholas Sims Leese (as alternate director of Ms Tan),Mr Wong Yuen Ping, Mr Karnt Wongsuphasawat and Ms Christina Lee Chay Hoon.(viii) Messrs Allen & Gledhill (solicitors to the aborted initial public offering of Health One mentioned inparagraph (i) above), had opined that the above transaction is a contravention of Section 76 ofthe Companies Act because notwithstanding that the directors of Victoria House had intended tocomply with the provisions of Section 76(10) of the Companies Act, the special resolution ofVictoria House was passed only subsequent to the extension of the Cash Advance, a noticewas not lodged with the Registrar of Companies and Businesses as required under Section135

(ix)(x)76(10)(e) of the Companies Act and a notice was not published in a Singapore daily newspaperto inform the shareholders and creditors that they may make a court application to oppose theCash Advance as required under Section 76(10)(h) of the Companies Act. However, anyproceedings for breach of Section 76 of the Companies Act will be initiated against thedirectors of Victoria House who approved the Cash Advance in their personal capacity only andwill not be against Victoria House.Victoria House has since sought advice from Messrs Harry Elias Partnership who opined that:±(a) there is no breach of Section 76 of the Companies Act if, at the time of extension of theCash Advance, the substantial purpose or intent of Victoria House in extending the CashAdvance was not for the purpose of providing financial assistance to Healthcare toacquire shares in Health One; and(b) in view of the events and circumstances surrounding, and the reasons for the extension ofthe Cash Advance which were in the contemplation of the directors of Victoria House atthat time, as set out above, it is strongly arguable that the substantial purpose or intent ofVictoria House in extending the Cash Advance was not for the purpose of providingfinancial assistance to Healthcare to acquire shares in Health One, and hence on suchbasis there would not have been any contravention of Section 76 of the Companies Actby reason of the extension of the Cash Advance.Unless legal proceedings are brought for a breach of Section 76 of the Companies Act and theCourt decides accordingly, whether the above transaction does contravene Section 76 of theCompanies Act remains inconclusive. However, in the event it is duly adjudged by the Courtthat the Cash Advance was made in contravention of Section 76 of the Companies Act,Section 76(5) of the Companies Act provides that the relevant company (i.e. Victoria House inthis instance) shall not be guilty of an offence, but each of®cer of such company who is indefault shall be guilty of an offence and shall be liable on conviction to a ®ne not exceeding$20,000 or to imprisonment for a term not exceeding 3 years or both. In addition, pursuant toSection 76(6) of the Companies Act, a person convicted of an offence under Section 76(5) ofthe Companies Act may also be ordered by the Court to pay compensation to the company oranother person who has suffered loss or damage as a result of the contravention that constitutedthe offence.Breach of Section 163 of the Companies Act(xi) Section 163(1) of the Companies Act prohibits, inter alia, the provision of a loan by a companywhere a director of the lending company is interested in shares equal to 20% or more of theequity of the borrowing company. Under Section 163(7) of the Companies Act, any directorwho authorizes the making of a loan which is otherwise prohibited under Section 163(1) of theCompanies Act shall be guilty of an offence and shall be liable on conviction to a fine notexceeding $20,000 or to imprisonment for a term not exceeding two years.(xii) At the time the Cash Advance was made to Healthcare, a director of Victoria House, Ms Tandirectly held 100% of the issued share capital in Healthcare. Since Healthcare was a companyconnected to Ms Tan, a director of Victoria House (as Ms Tan was interested in more than 20%of the issued shares of Healthcare), the making of the Cash Advance by Victoria House toHealthcare was in breach of Section 163 of the Companies Act.Consequence of Breach of Section 76 and Section 163 of the Companies Act(xiii) As a director of Victoria House approving such Cash Advance, our director, Ms Tan, may, ifconvicted of an offence under Section 76 and/or Section 163 of the Companies Act, bepotentially disqualified from acting as a director of our Company, and from taking part, whetherdirectly or indirectly, in the management of our Company.(xiv) This is because pursuant to Section 154(2) of the Companies Act, where a person is convicted inSingapore of, inter alia, any offence in connection with the formation or management of acorporation or any offence under Section 157 of the Companies Act (i.e he is in breach of hisduty to act honestly), the court may make a disqualification order in addition to any othersentence imposed.136

(xv) If and only if such disqualification order is made, then the prohibition against acting as a directorand taking part in the management of a company will arise, for a period of 5 years or suchshorter period as the court may order (such 5-year period commencing from the date ofconviction, or in the case where the person is sentenced to imprisonment, commencing fromthe date of release from prison).(xvi) However, for this possibility to arise, all of the following events need to materialise and happen:±(a) Ms Tan must be convicted of an offence, whether pursuant to Section 76, Section 163 orSection 157 of the Companies Act or otherwise. Such conviction will arise only as a resultof criminal proceedings to be instituted against Ms Tan by the relevant authorities.Thus far, no proceedings of any kind, whether civil, criminal or otherwise, has been commencedor is pending against Ms Tan in relation to the making of the Cash Advance.(b) Even if criminal proceedings are to be instituted against Ms Tan by the relevant authorities,Ms Tan may be able to obtain relief under Section 391(1) of the Companies Act.Section 391(1) of the Companies Act provides, inter alia, that if any proceedings for negligence,default, breach of duty or breach of trust are taken against officers of a corporation, and itappears to the Court before which the proceedings are taken that such officers are or may beliable in respect thereof, but that they have acted honestly and reasonably and that, havingregard to all the circumstances of the case, they ought fairly to be excused for the default, theCourt may relieve them either wholly or partly from such liability on such terms as the Courtthinks fit.Given the circumstances and reasons resulting in the making of the Cash Advance as elucidatedabove, the Court may, if it so chooses to, excuse Ms Tan from the default in relation to themaking of the Cash Advance in breach of Section 76 and/or Section 163 of the CompaniesAct. If so, the possibility of Ms Tan being subject to a disqualification order as a result ofconviction of an offence would not then arise.Section 76(7) of the Companies Act extends such power of the Court to relieve a person underSection 391 of the Companies Act to relieving a person against whom an order may be madeunder Section 76(6) of the Companies Act from the liability to have such an order made againsthim.Hence, even if proceedings are brought against officers of Victoria House for breach of Section76(1) of the Companies Act and/or an order is to be made against such persons pursuant toSection 76(6) of the Companies Act, they may not become subject to the relevant liabilitiesprovided for under Section 76(5) and/or Section 76(6) of the Companies Act (as the case maybe) if Section 391(1) and/or Section 76(7) of the Companies Act (as the case may be) wereapplicable.Even if Ms Tan is convicted of an offence to which Section 154(2) of the Companies Act applies,the court must choose to exercise its discretion to make a disquali®cation order under Section154(2) of the Companies Act, and it may not be minded to do so, given the circumstances andreasons resulting in the making of the Cash Advance, as elucidated above. Accordingly, Ms Tancan continue to act as a director and participate in the management of our Company, unless theCourt exercises its discretion to make a disquali®cation order.8. Save as disclosed at pages 104 to 106 of this Prospectus, no remuneration or emoluments werepaid to the existing Directors for services rendered in any capacity to our Company in FY 2003.9. Save as disclosed on pages 106 and 107 of this Prospectus, there are no existing or proposedservice contracts between our Directors or Executive Of®cers and our Company or any of oursubsidiaries.10. Except as disclosed on page 100 of this Prospectus, none of our Directors and ExecutiveOf®cers is related by blood or marriage to one another nor are they related to the substantialshareholders of our Company.11. No option to subscribe for shares in, or debentures of, our Company has been granted to, orwas exercised by, any of our Directors or Executive Of®cers.137

12. None of our Directors is interested, directly or indirectly, in the promotion of, or in any property orassets acquired or disposed of by or leased to, our Company within the two years preceding thedate of this Prospectus, or in any proposal for such acquisition, disposal or lease as aforesaid.13. Our Articles do not require our Directors to hold any of our Shares by way of quali®cation.14. None of our Directors or Executive Of®cers or substantial shareholder has any interest, direct orindirect, in any company carrying on a similar trade as our Company.The interests of our Directors and substantial shareholders in our Shares as at the date of thisProspectus and as recorded in the Register of Shareholdings maintained in accordance with theprovisions of the Companies Act, are as set out in the following table:±Direct Interest Indirect Interest Total InterestNumber ofNumber ofNumber ofShares % Shares % Shares %DirectorsMr Nicholas SimsLeese (1) Ð Ð 83,018,362 51.89 83,018,362 51.89Ms Cynthia Poa KhengBee Ð Ð 83,018,362 51.89 83,018,362 51.89Ms Serene Ali Tan (1) Ð Ð 83,018,362 51.89 83,018,362 51.89Mr David Lim Teck Leong Ð Ð Ð Ð Ð ÐMs Tay Peck Suan Ð Ð Ð Ð Ð ÐMr Tan Seng Leong Ð Ð Ð Ð Ð ÐMr Thomas Yeoh EngLeong Ð Ð Ð Ð Ð ÐSubstantialshareholdersHealthcare Group Inc (2) 83,018,362 51.89 Ð Ð 83,018,362 51.89Osim International Ltd 47,840,000 29.9 Ð Ð 47,840,000 29.9Notes:±(1) Mr Nicholas Sims Leese and Ms Serene Ali Tan are living under the same household as husband and wife.(2) Healthcare Group Inc, who is one of our substantial shareholders, is a company incorporated in the British VirginIslands and its shareholders are our Executive Directors Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan.Save as disclosed above, no Director has any interest in the Shares, including the New Shareswhich are the subject of this Invitation.Save with respect to the Reserved Shares as disclosed at page 25 of this Prospectus, ourCompany is not aware that any of the substantial shareholders, Directors and ExecutiveOf®cers intends to subscribe and/or purchase Shares in the Invitation.15. None of our Directors has any material interest in any existing contract or arrangement which issigni®cant in relation to the business of our Company.16. No sum or bene®t has been paid or has been agreed to be paid to any of our Directors or to any®rm in which any of our Directors is a partner or corporation in which such Director holds sharesor debentures, in cash or in shares or otherwise, by any person to induce him to become, or toqualify him as, a Director or otherwise for services rendered by him or such ®rm or corporation inconnection with the promotion or formation of our Company.Please refer to pages 104 and 105 of this Prospectus in relation to our proposed Directors' fees.138

SHARE CAPITAL17. As at the date of this Prospectus, there is only one class of shares in the capital of our Company,namely, ordinary shares. The rights and privileges attached to the Shares are stated in the NewArticles of our Company. We do not have founder, management or deferred shares.18. Save as disclosed in ``General Information on our Company and our Group Ð Share Capital'' onpages 56, 57 and 58 of this Prospectus in relation to changes in the issued share capital of ourCompany, and, save as disclosed below, there were no changes in the issued and paid-up sharecapital of our Company and our subsidiaries within the three years preceding the date of thisProspectus:±Date of IssueGlobal ActiveNumber of Sharesissued and par value25 October 2001 2 ordinary shares of$1.00 each25 October 2002 7,999,998 ordinaryshares of $1.00 eachVictoria House30 June 2000 1,800,000 ordinaryshares of $1.00 eachNutri-Active30 June 2000 2,000,000 ordinaryshares of $1.00 eachVictoria House (C)23 November 2001 2 ordinary shares ofHK$1.00 eachUSB16 October 2002 501 ordinary shares ofUS$1.00 each1 December 2003 1,499 ordinary sharesof US$1.00 eachIssuePricePurpose of issue/Consideration$1.00 Incorporation of GlobalActive$1.04 In consideration ofacquisition of VictoriaHouse and Nutri-Active$1.00 Capitalisation of loansfrom Shareholders ofthe company$1.00 Capitalisation of loansfrom Shareholders ofthe companyHK$1.00Incorporation of VictoriaHouse (C)Resultantpaid-up sharecapital$2$8,000,000$2,800,000$2,600,000HK$2US$1.00 Incorporation of USB US$501US$1.00Additional subscriptionof sharesUS$2,00019. Save as disclosed in paragraph 18 above, no shares in, or debentures of, our Company havebeen issued or are proposed to be issued, as fully or partly paid-up, for cash or for aconsideration other than cash, within the 2 years preceding the date of this Prospectus.20. No shares in, or debentures of, our Company are under option or agreed conditionally orunconditionally to be put under option. No person has been, or is entitled to be, given anoption to subscribe for any shares in, or debentures of, our Company.MEMORANDUM AND ARTICLES OF ASSOCIATION21. Our Company's objects and purposes are found in paragraph 3 of our Company's Memorandumof Association. The main objects and purposes of our Company includes:±(i) To carry on the business of manufacture, distribution, wholesale and retail of all health andnutritional products and any other commodities, goods or things relating to health andnutritional products, health care, beauty care and vitamins;(ii) To carry on the business of wholesale, distribution and retail pharmaceutical chemists anddruggists;139

(iii)(iv)To carry on all or any of the businesses of manufacturers, buyers, sellers and distributingagents of, dealers and general merchants in all kinds of health, nutritional and beautyproducts, pharmaceutical goods, raw material and related products, patent,pharmaceutical, medicinal and medicated preparations, patent medicines, drugs, surgical,photographic, electrical, electronic, chemical, scientific apparatus and instruments, herbs,perfumes, colognes, creams, toiletries, ointments, hair dressings, washes, pomades, dyes,cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beautyspecialities and accessories of every description; and of and in pharmaceutical, medicinal,proprietory and industrial preparations, compounds and articles of all kinds; and tomanufacture, make up, prepare, buy, sell and deal in all articles, substances and thingscommonly or conveniently used in or for making up, preparing, or packing any of theproducts in which the Company is authorised to deal, or which may be required bycustomers of or persons having dealings with the Company; andTo buy or otherwise acquire, hold, issue, place or sell or otherwise invest in stocks, shares,bonds, debentures and securities of all kinds, and to give any guarantee or security inrelation thereto or otherwise in connection with any stocks, shares, bonds, debentures orsecurities.22. The following provisions in the Articles of our Company relate to the voting powers of ourDirectors on proposals, arrangements or contracts in which they are interested, theirremuneration, the borrowing powers exercisable by them, their shareholding qualification, andtheir retirement and re-election:±(a)Directors' voting powers on proposals, arrangements or contracts in which they areinterestedArticle 102A Director shall not vote in respect of any contract or arrangement or any other proposalwhatsoever in which he has, directly or indirectly, a personal material interest. A Directorshall not be counted in the quorum at a meeting in relation to any resolution on which heis debarred from voting.(b)Directors' remunerationArticle 79The ordinary remuneration of the Directors shall from time to time be determined by anOrdinary Resolution of the Company, shall not be increased except pursuant to anOrdinary Resolution passed at a General Meeting where notice of the proposed increaseshall have been given in the notice convening the General Meeting and shall (unless suchresolution otherwise provides) be divisible among the Directors as they may agree, or failingagreement, equally, except that any Director who shall hold of®ce for part only of the periodin respect of which such remuneration is payable shall be entitled only to rank in suchdivision for a proportion of remuneration related to the period during which he has heldof®ce.Article 80(A) Any Director who holds any executive office, or who serves on any committee of theDirectors, or who otherwise performs services which in the opinion of the Directorsare outside the scope of the ordinary duties of a Director, may be paid such extraremuneration by way of salary, commission or otherwise as the Directors maydetermine.(B) The remuneration (including any remuneration under Article 80(A) above) in the case ofa Director other than an Executive Director shall be payable by a ®xed sum and shallnot at any time be by commission on, or percentage of, the pro®ts or turnover, and noDirector whether an Executive Director or otherwise shall be remunerated by acommission on or percentage of turnover.140

Article 81The Directors may repay to any Director all such reasonable expenses as he may incur inattending and returning from meetings of the Directors or of any committee of the Directorsor General Meetings or otherwise in or about the business of the Company.Article 82The Directors shall have power to pay and agree to pay pensions or other retirement,superannuation, death or disability bene®ts to (or to any person in respect of) any Directorfor the time being holding any executive of®ce and for the purpose of providing any suchpensions or other bene®ts to contribute to any scheme or fund or to pay premiums.Article 83A Director may be party to or in any way interested in any contract or arrangement ortransaction to which the Company is a party or in which the Company is in any wayinterested and he may hold and be remunerated in respect of any of®ce or place of pro®t(other than the of®ce of Auditor of the Company or any subsidiary thereof) under theCompany or any other company in which the Company is in any way interested and he(or any ®rm of which he is a member) may act in a professional capacity for the Companyor any such other company and be remunerated therefor and in any such case as aforesaid(save as otherwise agreed) he may retain for his own absolute use and bene®t all pro®tsand advantages accruing to him thereunder or in consequence thereof.Article 88The remuneration of a Managing Director (or Chief Executive Of®cer) shall from time to timebe ®xed by the Directors and may subject to these presents be by way of salary orcommission or participation in pro®ts or by any or all these modes but he shall not underany circumstances be remunerated by a commission on or a percentage of turnover.(c)Directors' borrowing powersArticle 109Subject as hereinafter provided and to the provisions of the Act, the Directors may exerciseall the powers of the Company to borrow money, to mortgage or charge its undertaking,property and uncalled capital and to issue debentures and other securities, whetheroutright or as collateral security for any debt, liability or obligation of the Company or ofany third party.(d)Directors' shareholding qualificationArticle 78A Director shall not be required to hold any shares of the Company by way of quali®cation.A Director who is not a member of the Company shall nevertheless be entitled to attendand speak at General Meetings.(e)Directors' retirement and re-electionArticle 87A Managing Director (or Chief Executive Of®cer) shall, subject to the provisions of anycontract between him and the Company, be subject to the same provisions as toretirement by rotation, resignation and removal as the other Directors of the Company.The appointment of any Director to the of®ce of Managing Director (or Chief ExecutiveOf®cer), shall not automatically determine if he ceases from any cause to be a Director,unless the contract or resolution under which he holds of®ce shall expressly state141

otherwise, in which event such determination shall be without prejudice to any claim fordamages for breach of any contract of service between him and the Company.Article 91Subject to these presents and the Act, at each Annual General Meeting one-third of theDirectors for the time being (or, if their number is not a multiple of three, the numbernearest to but not less than one-third) shall retire from of®ce by rotation. Provided that allDirectors shall retire from of®ce at least once every three years.Article 92The Directors to retire in every year shall be those subject to retirement by rotation whohave been longest in of®ce since their last re-election or appointment and so that asbetween persons who became or were last re-elected Directors on the same day those toretire shall (unless they otherwise agree among themselves) be determined by lot. A retiringDirector shall be eligible for re-election.Article 93The Company at the meeting at which a Director retires under any provision of thesepresents may by Ordinary Resolution fill the office being vacated by electing thereto theretiring Director or some other person eligible for appointment. In default, the retiringDirector shall be deemed to have been re-elected except in any of the following cases:±(a) where at such meeting it is expressly resolved not to fill such office or a resolution forthe re-election of such Director is put to the meeting and lost; or(b) where such Director has given notice in writing to the Company that he is unwilling tobe re-elected; or(c) where the default is due to the moving of a resolution in contravention of the nextfollowing Article; or(d) where such Director has attained any retiring age applicable to him as Director.The retirement shall not have effect until the conclusion of the meeting except where aresolution is passed to elect some other person in the place of the retiring Director or aresolution for his re-election is put to the meeting and lost and accordingly a retiringDirector who is re-elected or deemed to have been re-elected will continue in of®cewithout a break.23. The following provisions in the New Articles of our Company relate to the rights, preferences andrestrictions attaching to shares in the capital of our Company:±(a) Rights to share in our Company's profitsArticle 123Unless and to the extent that the rights attached to any shares or the terms of issue thereofotherwise provide, all dividends shall (as regards any shares not fully paid throughout theperiod in respect of which the dividend is paid) be apportioned and paid pro rata accordingto the amounts paid on the shares during any portion or portions of the period in respect ofwhich the dividend is paid. For the purposes of this Article no amount paid on a share inadvance of calls shall be treated as paid on the share.Article 126(A) The Directors may retain any dividend or other moneys payable on or in respect of ashare on which the Company has a lien and may apply the same in or towardssatisfaction of the debts, liabilities or engagements in respect of which the lien exists.142

(B)The Directors may retain the dividends payable upon shares in respect of which anyperson is under the provisions as to the transmission of shares hereinbeforecontained entitled to become a member, or which any person is under thoseprovisions entitled to transfer, until such person shall become a member in respectof such shares or shall transfer the same.(b)Voting rightsArticle 61At any General Meeting a resolution put to the vote of the meeting shall be decided on ashow of hands unless a poll is (before or on the declaration of the result of the show ofhands) demanded by:±(a) the chairman of the meeting; or(b) not less than two members present in person or by proxy and entitled to vote; or(c) a member present in person or by proxy and representing not less than one-tenth ofthe total voting rights of all the members having the right to vote at the meeting; or(d) a member present in person or by proxy and holding shares in the Companyconferring a right to vote at the meeting being shares on which an aggregate sumhas been paid-up equal to not less than one-tenth of the total sum paid on all theshares conferring that right,Provided always that no poll shall be demanded on the choice of a chairman or on aquestion of adjournment.Article 63In the case of an equality of votes, whether on a show of hands or on a poll, the chairmanof the meeting at which the show of hands takes place or at which the poll is demandedshall be entitled to a casting vote.Article 65Each member who is a holder of ordinary shares in the capital of the Company shall beentitled to be present at any General Meeting. Subject and without prejudice to anyspecial privileges or restrictions as to voting for the time being attached to any specialclass of shares for the time being forming part of the capital of the Company, eachmember entitled to vote may vote in person or by proxy. On a show of hands, everymember who is present in person or by proxy shall have one vote (provided that in thecase of a member who is represented by two proxies, only one of the two proxies asdetermined by that member or, failing such determination, by the Chairman of the meeting(or by a person authorised by him) in his sole discretion shall be entitled to vote on a showof hands) and on a poll, every member who is present in person or by proxy shall have onevote for every share which he holds or represents. For the purpose of determining thenumber of votes which a member, being a Depositor, or his proxy may cast at anyGeneral Meeting on a poll, the reference to shares held or represented shall, in relation toshares of that Depositor, be the number of shares entered against his name in theDepository Register as at 48 hours before the time of the relevant General Meeting ascerti®ed by the Depository to the Company.Article 66In the case of joint holders of a share the vote of the senior who tenders a vote, whether inperson or by proxy, shall be accepted to the exclusion of the votes of the other jointholders and for this purpose seniority shall be determined by the order in which thenames stand in the Register of Members or (as the case may be) the Depository Registerin respect of the share.143

Article 67Where in Singapore or elsewhere a receiver or other person (by whatever name called) hasbeen appointed by any court claiming jurisdiction in that behalf to exercise powers withrespect to the property or affairs of any member on the ground (however formulated) ofmental disorder, the Directors may in their absolute discretion, upon or subject toproduction of such evidence of the appointment as the Directors may require, permit suchreceiver or other person on behalf of such member to vote in person or by proxy at anyGeneral Meeting or to exercise any other right conferred by membership in relation tomeetings of the Company.Article 68No member shall, unless the Directors otherwise determine, be entitled in respect of sharesheld by him to vote at a General Meeting either personally or by proxy or to exercise anyother right conferred by membership in relation to meetings of the Company if any call orother sum presently payable by him to the Company in respect of such shares remainsunpaid.Article 69No objection shall be raised as to the admissibility of any vote except at the meeting oradjourned meeting at which the vote objected to is or may be given or tendered andevery vote not disallowed at such meeting shall be valid for all purposes. Any suchobjection shall be referred to the chairman of the meeting whose decision shall be ®naland conclusive.Article 70On a poll, votes may be given either personally or by proxy and a person entitled to morethan one vote need not use all his votes or cast all the votes he uses in the same way.Article 71(A) A member may appoint not more than two proxies to attend and vote at the sameGeneral Meeting, Provided that if the member is a Depositor, the Company shall beentitled and bound:±(a) to reject any instrument of proxy lodged if the Depositor is not shown to haveany shares entered against his name in the Depository Register as at 48 hoursbefore the time of the relevant General Meeting as certified by the Depository tothe Company; and(b) to accept as the maximum number of votes which in aggregate the proxy orproxies appointed by the Depositor is or are able to cast on a poll a numberwhich is the number of shares entered against the name of that Depositor inthe Depository Register as at 48 hours before the time of the relevant GeneralMeeting as certi®ed by the Depository to the Company, whether that number isgreater or smaller than the number speci®ed in any instrument of proxy executedby or on behalf of that Depositor.(B)(C)(D)The Company shall be entitled and bound, in determining rights to vote and othermatters in respect of a completed instrument of proxy submitted to it, to have regardto the instructions (if any) given by and the notes (if any) set out in the instrument ofproxy.In any case where a form of proxy appoints more than one proxy, the proportion ofthe shareholding concerned to be represented by each proxy shall be speci®ed inthe form of proxy.A proxy need not be a member of the Company.144

Article 72(A) An instrument appointing a proxy shall be in writing in any usual or common form or inany other form which the Directors may approve and:±(a) in the case of an individual, shall be signed by the appointor or his attorney; and(b) in the case of a corporation, shall be either given under its common seal orsigned on its behalf by an attorney or a duly authorised of®cer of thecorporation.(B)The signature on such instrument need not be witnessed. Where an instrumentappointing a proxy is signed on behalf of the appointor by an attorney, the letter orpower of attorney or a duly certi®ed copy thereof must (failing previous registrationwith the Company) be lodged with the instrument of proxy pursuant to the nextfollowing Article, failing which the instrument may be treated as invalid.Article 73An instrument appointing a proxy must be left at such place or one of such places (if any)as may be speci®ed for that purpose in or by way of note to or in any documentaccompanying the notice convening the meeting (or, if no place is so speci®ed, at theOf®ce) not less than 48 hours before the time appointed for the holding of the meeting oradjourned meeting or (in the case of a poll taken otherwise than at or on the same day asthe meeting or adjourned meeting) for the taking of the poll at which it is to be used, and indefault shall not be treated as valid. The instrument shall, unless the contrary is statedthereon, be valid as well for any adjournment of the meeting as for the meeting to which itrelates; Provided that an instrument of proxy relating to more than one meeting (includingany adjournment thereof) having once been so delivered for the purposes of any meetingshall not be required again to be delivered for the purposes of any subsequent meeting towhich it relates.Article 74An instrument appointing a proxy shall be deemed to include the right to demand or join indemanding a poll, to move any resolution or amendment thereto and to speak at themeeting.Article 75A vote cast by proxy shall not be invalidated by the previous death or insanity of theprincipal or by the revocation of the appointment of the proxy or of the authority underwhich the appointment was made, Provided that no intimation in writing of such death,insanity or revocation shall have been received by the Company at the Of®ce at least onehour before the commencement of the meeting or adjourned meeting or (in the case of apoll taken otherwise than at or on the same day as the meeting or adjourned meeting) thetime appointed for the taking of the poll at which the vote is cast.Article 76Any corporation which is a member of the Company may by resolution of its directors orother governing body authorise such person as it thinks ®t to act as its representative atany meeting of the Company or of any class of members of the Company. The person soauthorised shall be entitled to exercise the same powers on behalf of such corporation asthe corporation could exercise if it were an individual member of the Company and suchcorporation shall for the purposes of these presents be deemed to be present in personat any such meeting if a person so authorised is present thereat.145

(c)Rights to share in any surplus in the event of liquidationArticle 144If the Company shall be wound up (whether the liquidation is voluntary, under supervision,or by the court) the Liquidator may, with the authority of a Special Resolution, divide amongthe members in specie or kind the whole or any part of the assets of the Company andwhether or not the assets shall consist of property of one kind or shall consist ofproperties of different kinds, and may for such purpose set such value as he deems fairupon any one or more class or classes of property and may determine how such divisionshall be carried out as between the members or different classes of members. TheLiquidator may, with the like authority, vest any part of the assets in trustees upon suchtrusts for the bene®t of members as the Liquidator with the like authority shall think ®t,and the liquidation of the Company may be closed and the Company dissolved, but sothat no contributory shall be compelled to accept any shares or other property in respectof which there is a liability.(d)Restrictions on transfer of sharesArticle 38(A) There shall be no restriction on the transfer of fully paid-up shares (except whererequired by law, the listing rules of any Stock Exchange upon which shares in theCompany may be listed or the rules and/or bye-laws governing any Stock Exchangeupon which shares in the Company may be listed) but the Directors may, in their solediscretion, decline to register any transfer of shares upon which the Company has alien and in the case of shares not fully paid-up may refuse to register a transfer to atransferee of whom they do not approve, Provided always that in the event of theDirectors refusing to register a transfer of shares, they shall within ten Market Daysbeginning with the date on which the application for a transfer of shares was made,serve a notice in writing to the applicant stating the facts which are considered tojustify the refusal as required by the Act.(B)The Directors may in their sole discretion refuse to register any instrument of transferof shares unless:±(a)(b)(c)(d)all or any part of the stamp duty (if any) payable on each share certificate andsuch fee not exceeding $2 as the Directors may from time to time require, ispaid to the Company in respect thereof;the instrument of transfer is deposited at the Office or at such other place (if any)as the Directors may appoint accompanied by the certificates of the shares towhich it relates, and such other evidence as the Directors may reasonablyrequire to show the right of the transferor to make the transfer and, if theinstrument of transfer is executed by some other person on his behalf, theauthority of the person so to do;the instrument of transfer is in respect of only one class of shares; andthe amount of the proper duty with which each share certi®cate to be issued inconsequence of the registration of such transfer is chargeable under any law forthe time being in force relating to stamps is tendered.146

(e)Variation of rightsArticle 6(A) Whenever the share capital of the Company is divided into different classes of shares,subject to the provisions of the Act, preference capital other than redeemablepreference capital may be repaid and the special rights attached to any class maybe varied or abrogated either with the consent in writing of the holders of threequartersin nominal value of the issued shares of the class or with the sanction of aSpecial Resolution passed at a separate General Meeting of the holders of the sharesof the class (but not otherwise) and may be so repaid, varied or abrogated eitherwhilst the Company is a going concern or during or in contemplation of a windingup.To every such separate General Meeting all the provisions of these presentsrelating to General Meetings of the Company and to the proceedings thereat shallmutatis mutandis apply, except that the necessary quorum shall be two persons atleast holding or representing by proxy at least one-third in nominal value of theissued shares of the class and that any holder of shares of the class present inperson or by proxy may demand a poll and that every such holder shall on a pollhave one vote for every share of the class held by him, Provided always that wherethe necessary majority for such a Special Resolution is not obtained at such GeneralMeeting, consent in writing if obtained from the holders of three-quarters in nominalvalue of the issued shares of the class concerned within two months of suchGeneral Meeting shall be as valid and effectual as a Special Resolution carried atsuch General Meeting. The foregoing provisions of this Article shall apply to thevariation or abrogation of the special rights attached to some only of the shares ofany class as if each group of shares of the class differently treated formed aseparate class the special rights whereof are to be varied.(B)The special rights attached to any class of shares having preferential rights shall notunless otherwise expressly provided by the terms of issue thereof be deemed to bevaried by the creation or issue of further shares ranking as regards participation inthe pro®ts or assets of the Company in some or all respects pari passu therewithbut in no respect in priority thereto.24. The following provisions in the New Articles of our Company relate to the manner in whichgeneral meetings of our Company are convened:±Article 51Any General Meeting at which it is proposed to pass a Special Resolution or (save as providedby the Act) a resolution of which special notice has been given to the Company, shall be calledby 21 days' notice in writing at the least and an Annual General Meeting and any otherExtraordinary General Meeting by 14 days' notice in writing at the least. The period of noticeshall in each case be exclusive of the day on which it is served or deemed to be served and ofthe day on which the meeting is to be held and shall be given in the manner hereinaftermentioned to all members other than such as are not under the provisions of these presentsentitled to receive such notices from the Company; Provided that a General Meetingnotwithstanding that it has been called by a shorter notice than that specified above shall bedeemed to have been duly called if it is so agreed:±(a) in the case of an Annual General Meeting by all the members entitled to attend and votethereat; and(b) in the case of an Extraordinary General Meeting by a majority in number of the membershaving a right to attend and vote thereat, being a majority together holding not less than95% in nominal value of the shares giving that right,Provided also that the accidental omission to give notice to or the non-receipt of notice by anyperson entitled thereto shall not invalidate the proceedings at any General Meeting. At least 14days' notice of any General Meeting shall be given by advertisement in the daily press and inwriting to any Stock Exchange upon which shares in the Company may be listed.147

Article 52(A) Every notice calling a General Meeting shall specify the place and the day and hour of themeeting, and there shall appear with reasonable prominence in every such notice astatement that a member entitled to attend and vote is entitled to appoint a proxy toattend and vote instead of him and that a proxy need not be a member of the Company.(B) In the case of an Annual General Meeting, the notice shall also specify the meeting as such.(C) In the case of any General Meeting at which business other than routine business is to betransacted, the notice shall specify the general nature of such business; and if anyresolution is to be proposed as a Special Resolution, the notice shall contain a statementto that effect.Article 53Routine business shall mean and include only business transacted at an Annual General Meetingof the following classes, that is to say:±(a) declaring dividends;(b) receiving and adopting the accounts, the reports of the Directors and Auditors and otherdocuments required to be attached or annexed to the accounts;(c) appointing or re-appointing Directors to fill vacancies arising at the meeting on retirementwhether by rotation or otherwise;(d) re-appointing the retiring Auditors (unless they were last appointed otherwise than by theCompany in General Meeting);(e) fixing the remuneration of the Auditors or determining the manner in which suchremuneration is to be fixed; and(f) ®xing the remuneration of the Directors proposed to be paid under Article 79.Article 54Any notice of a General Meeting to consider special business shall be accompanied by astatement regarding the effect of any proposed resolution on the Company in respect of suchspecial business.25. There are no limitations imposed by law or the Memorandum or Articles of our Company on therights of any person to own shares in the capital of our Company or to hold or exercise votingrights in respect thereof, save for the following provisions:±Article 27If a member fails to pay in full any call or instalment of a call on the due date for payment thereof,the Directors may at any time thereafter serve a notice on him requiring payment of so much ofthe call or instalment as is unpaid together with any interest which may have accrued thereonand any expenses incurred by the Company by reason of such non-payment.Article 28The notice shall name a further day (not being less than 14 days from the date of service of thenotice) on or before which and the place where the payment required by the notice is to bemade, and shall state that in the event of non-payment in accordance therewith the shares onwhich the call has been made will be liable to be forfeited.148

Article 29If the requirements of any such notice as aforesaid are not complied with, any share in respect ofwhich such notice has been given may at any time thereafter, before payment of all calls andinterest and expenses due in respect thereof has been made, be forfeited by a resolution of theDirectors to that effect. Such forfeiture shall include all dividends declared in respect of theforfeited share and not actually paid before forfeiture. The Directors may accept a surrender ofany share liable to be forfeited hereunder.Article 30A share so forfeited or surrendered shall become the property of the Company and may be sold,re-allotted or otherwise disposed of either to the person who was before such forfeiture orsurrender the holder thereof or entitled thereto or to any other person upon such terms and insuch manner as the Directors shall think ®t and at any time before a sale, re-allotment ordisposition the forfeiture or surrender may be cancelled on such terms as the Directors think ®t.The Directors may, if necessary, authorise some person to transfer or effect the transfer of aforfeited or surrendered share to any such other person as aforesaid.26. The following provisions in the Articles of our Company relate to the manner in which changes inthe share capital of our Company may be made:±Article 7The Company may from time to time by Ordinary Resolution increase its capital by such sum tobe divided into shares of such amounts as the resolution shall prescribe.Article 8(A) Subject to any direction to the contrary that may be given by the Company in GeneralMeeting or except as permitted under the listing rules of the Singapore ExchangeSecurities Trading Limited, all new shares shall before issue be offered to such personsas at the date of the offer are entitled to receive notices from the Company of GeneralMeetings in proportion, as nearly as the circumstances admit, to the amount of theexisting shares to which they are entitled. The offer shall be made by notice specifying thenumber of shares offered, and limiting a time within which the offer, if not accepted, will bedeemed to be declined, and, after the expiration of that time, or on the receipt of anintimation from the person to whom the offer is made that he declines to accept theshares offered, the Directors may dispose of those shares in such manner as they thinkmost beneficial to the Company. The Directors may likewise so dispose of any newshares which (by reason of the ratio which the new shares bear to shares held by personsentitled to an offer of new shares) cannot, in the opinion of the Directors, be convenientlyoffered under this Article 8(A). Subject to the terms and conditions of any application forshares, the Directors shall allow shares applied for within 10 Market Days of the closingdate (or such other period as may be approved by the Singapore Exchange SecuritiesTrading Limited) of any such application.(B) Notwithstanding Article 8(A), the Company may by Ordinary Resolution in General Meetinggive to the Directors a general authority, either unconditionally or subject to such conditionsas may be specified in the Ordinary Resolution, to:±(i) (a) issue shares in the capital of the Company (``shares'') whether by way of rights,bonus or otherwise; and/or(b) make or grant offers, agreements or options (collectively, `Ìnstruments'') thatmight or would require shares to be issued, including but not limited to thecreation and issue of (as well as adjustments to) warrants, debentures or otherinstruments convertible into shares; and(ii) (notwithstanding the authority conferred by the Ordinary Resolution may have ceasedto be in force) issue shares in pursuance of any Instrument made or granted by theDirectors while the Ordinary Resolution was in force,149

provided that:±(1) the aggregate number of shares to be issued pursuant to the Ordinary Resolution(including shares to be issued in pursuance of Instruments made or grantedpursuant to the Ordinary Resolution) does not exceed 50 per cent. (or such otherlimit as may be prescribed by the Singapore Exchange Securities Trading Limited) ofthe issued share capital of the Company (as calculated in accordance with subparagraph(2) below), of which the aggregate number of shares to be issued otherthan on a pro-rata basis to shareholders of the Company (including shares to beissued in pursuance of Instruments made or granted pursuant to the OrdinaryResolution) does not exceed 20 per cent. (or such other limit as may be prescribedby the Singapore Exchange Securities Trading Limited (of the issued share capital ofthe Company (as calculated in accordance with sub-paragraph (2) below);(2) (subject to such manner of calculation as may be prescribed by the SingaporeExchange Securities Trading Limited) for the purpose of determining the aggregatenumber of shares that may be issued under sub-paragraph (1) above, thepercentage of issued share capital shall be based on the issued share capital of theCompany at the time of the passing of the Ordinary Resolution, after adjusting for:±(a)(b)new shares arising upon the conversion or exercise of any convertible securitiesor share options or vesting of share awards which are outstanding or subsistingat the time of the passing of the Ordinary Resolution; andany subsequent consolidation or subdivision of shares;(3) in exercising the authority conferred by the Ordinary Resolution, the Company shallcomply with the provisions of the Listing Manual of the Singapore ExchangeSecurities Trading Limited for the time being in force (unless such compliance iswaived by the Singapore Exchange Securities Trading Limited) and these presents;and(4) (unless revoked or varied by the Company in General Meeting) the authority conferredby the Ordinary Resolution shall not continue in force beyond the conclusion of theAnnual General Meeting of the Company next following the passing of the OrdinaryResolution, or the date by which such Annual General Meeting of the Company isrequired by law to be held, or the expiration of such other period as may beprescribed by the Act (whichever is the earliest).Article 9The Company may by Ordinary Resolution:±(a) consolidate and divide all or any of its share capital into shares of larger amount than itsexisting shares;(b) cancel any shares which, at the date of the passing of the resolution, have not been taken,or agreed to be taken, by any person and diminish the amount of its capital by the amountof the shares so cancelled;(c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by theMemorandum of Association (subject, nevertheless, to the provisions of the Act), and sothat the resolution whereby any share is sub-divided may determine that, as between theholders of the shares resulting from such sub-division, one or more of the shares may, ascompared with the others, have any such preferred, deferred or other special rights, or besubject to any such restrictions, as the Company has power to attach to unissued or newshares; and(d) subject to the provisions of the Act, convert any class of shares into any other class ofshares.150

Article 10(A) The Company may reduce its share capital or any capital redemption reserve fund, sharepremium account or other undistributable reserve in any manner and with and subject toany incident authorised and consent required by law. Without prejudice to the generalityof the foregoing, upon cancellation of any share purchased or otherwise acquired by theCompany pursuant to these presents, the nominal amount of the issued share capital ofthe Company shall be diminished by the nominal amount of the share so cancelled.(B) The Company may, subject to and in accordance with the Act, purchase or otherwiseacquire shares in the issued share capital of the Company on such terms and in suchmanner as the Company may from time to time think ®t. If required by the Act, any sharewhich is so purchased or acquired by the Company shall be deemed to be cancelledimmediately on purchase or acquisition by the Company. On the cancellation of any shareas aforesaid, the rights and privileges attached to that share shall expire. In any otherinstance, the Company may deal with any such share which is so purchased or acquiredby it in such manner as may be permitted by, and in accordance with, the Act.BANK BORROWINGS AND WORKING CAPITAL27. Save as disclosed on pages 49, 50, 53 and 54 of this Prospectus, our Company has no otherborrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilitiesunder acceptances (other than normal trading bills) or acceptance credits, mortgages, charges,hire purchase commitments, guarantees or other material contingent liabilities as at the LatestPracticable Date.28. In the opinion of our Directors, there is no minimum amount which must be raised by the issue ofthe New Shares in order to provide, wholly or in part, for the following:±(a)(b)(c)(d)the purchase price of any property purchased or to be purchased which is to be defrayed,in whole or in part, out of the proceeds of the issue of the New Shares;the estimated preliminary and issue expenses (including underwriting commission andbrokerage) for the Invitation payable by our Company;the repayment of any monies borrowed by our Company in respect of any of the foregoingmatters; andworking capital.Although no minimum amount must be raised by the Invitation in order to provide for the itemsset out above, the estimated amount to be provided for items (b) and (d) above is approximately$1.4 million and $3.0 million respectively. Such amount is proposed to be provided out of theproceeds of the Invitation or, in the event the Invitation is cancelled, out of existing bankingfacilities and/or funds generated from operations.29. Our Directors are of the opinion that, after taking into account our present banking facilities, ourGroup has adequate working capital for our present requirements.MATERIAL CONTRACTS30. The following contracts, not being contracts entered into in the ordinary course of business,have been entered into by our Company and our subsidiaries within the two years precedingthe date of this Prospectus:±(a) Agreement for Sale and Purchase dated 19 November 2001 made between (1) UbiDevelopment Pte Ltd (`Ùbi Development''), and (2) Nutri-Active, pursuant to which Nutri-Active acquired from Ubi Development the property located at 9 Ubi Crescent for aconsideration of $3,368,173;151

(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)(m)(n)(o)(p)(q)(r)(s)(t)Facility Letter dated 3 September 2001 made between United Overseas Bank Limited(formerly Overseas Union Bank Limited) and Nutri-Active in relation to credit facilitiesamounting in aggregate to $6,200,000 to be extended by the bank to Nutri-Active, whichfacility includes a commercial property loan for the acquisition of 9 Ubi Crescent, asrevised by facility letter dated 12 September 2002;Shareholders Agreement dated 4 March 2002 made between Victoria House and RancakTulen in relaiton to Victoria House (M);Deed of Variation dated 26 September 2002 made between Victoria House and RancakTulen in relation to the Shareholders Agreement in respect of Victoria House (M);Shareholders Agreement dated 4 March 2002 made between Victoria House and RancakTulen in relation to Nutri-Active (M);Deed of Variation dated 26 September 2002 made between Victoria House and RancakTulen in relation to the Shareholders Agreement in respect of Nutri-Active (M);Shareholders Agreement dated 26 August 2002 made between Victoria House and QAFInvestments in relation to Victoria House (B);Restructuring Agreement dated 25 October 2002 made between our Company, Health Oneand Healthcare;Assignment Agreement dated 16 July 2003 entered into between Victoria House andHealthcare;Agreement dated 22 August 2003 entered into between Victoria House, Donald Black andUSB in relation to the acquisition by Victoria House of 100% interest in USB;Agreement dated 22 August 2003 entered into between Victoria House and Healthcare inrelation to the rescission of the Assignment Agreement referred to in (i) above;Deed of Undertaking dated 24 November 2003 entered into between Victoria HouseHealthcare, Ms Cynthia Poa Kheng Bee and Ms Serene Ali Tan in relation to theundertaking given by Healthcare, Ms Poa and Ms Tan for the USB acquisition, details ofwhich are set out on page 111 of this Prospectus;Consultancy Agreement dated 26 November 2003 entered into between USB and DonaldBlack;Agreement on Restrictive Covenants dated 26 November 2003 entered into between USBand Donald Black;Loan Agreement dated 26 November 2003 entered into between Victoria House andDonald Black;Letter Agreement dated 26 November 2003 entered into between USB and Donald Black inrelation to SOFA or duty free status;Management and Underwriting Agreement dated 27 January 2004 entered into betweenour Company and UOB Asia;Placement Agreement dated 27 January 2004 entered into between our Company andUOB Asia;Depository Agreement dated 27 January 2004 made between our Company and CDPpursuant to which our shares will be deposited with the CDP and traded through CDP'sbook-entry (scripless) settlement system; andReceiving Bank Letter dated 27 January 2004 from UOB to our Company pursuant towhich UOB was appointed as the Receiving Banker.152

LITIGATION31. Neither our Company nor any of our subsidiaries is engaged in any legal or arbitrationproceedings, including those which are pending or, so far as our Directors are aware,threatened against our Company and our subsidiaries the outcome of which, in the opinion ofour Directors, may have or have had during the 12 months prior to the date of this Prospectusa material adverse effect on the ®nancial position or pro®tability of our Company.MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS32. (a) Pursuant to the Management and Underwriting Agreement dated 27 January 2004 madebetween our Company and UOB Asia, our Company appointed UOB Asia as the Managerto manage the Invitation and as the Underwriter to underwrite the Offer Shares. UOB Asiawill receive a management fee payable by our Company for its services rendered inconnection with the Invitation. The Underwriter will also receive an underwritingcommission of 2.25% of the Offer Price for the Offer Shares, payable by our Company forsubscribing for or procuring subscribers for any Offer Shares not subscribed for by thepublic pursuant to the Invitation and will pay or procure payment to our Company forsuch Offer Shares. UOB Asia may, at its absolute discretion, appoint one or more subunderwritersfor the Offer Shares including UOB and UOB Kay Hian.(b) Pursuant to the Placement Agreement dated 27 January 2004 made between our Companyand UOB Asia, our Company appointed UOB Asia as the Placement Agent. UOB Asiaagreed to subscribe for or procure subscribers for the Placement Shares for a placementcommission of 1.5% of the Issue Price for the Placement Shares, to be paid by ourCompany. UOB Asia may, at its absolute discretion, appoint one or more sub-placementagents for the Placement Shares including UOB and UOB Kay Hian.(c) Brokerage will be paid by our Company on the New Shares at the rate of 0.25% of theIssue Price for each Offer Share and 1.0% of the Issue Price for each Placement Share.For the Offer Shares, the brokerage will be paid to members of the Association of Banksin Singapore, members of the SGX-ST and merchant banks in respect of successfulapplications made on Application Forms bearing their respective stamps, or to theParticipating Banks in respect of successful applications made through ElectronicApplications at their respective ATMs. For the Placement Shares, the brokerage will bepaid to the Placement Agent in accordance with the Placement Agreement.Subscribers of the Placement Shares (excluding Reserved Shares) may be required to paybrokerage of 1.0% of the Issue Price to the sub-placement agents.(d) The Management and Underwriting Agreement may be terminated by UOB Asia at any timeon or before the close of the Application List, if inter alia:±(A) there shall develop, occur or come into force:±(i) any material adverse change, or any development involving a prospectivematerial adverse change, in the condition (financial or otherwise), performanceor general affairs of our Company or of our Group as a whole;(ii) any introduction or prospective introduction of or any change or prospectivechange in any legislation, regulation, order, policy, rule, guideline or directive inSingapore or elsewhere (whether or not having the force of law and including,without limitation, any directive or request issued by the Authority, theSecurities Industry Council of Singapore or the SGX-ST) or in the interpretationor application thereof by any court, government body, regulatory authority orother competent authority;(iii) any change, or any development involving a prospective change, in local,national, regional or international financial (including stock market, foreignexchange market, inter-bank market or interest rates or money market),political, industrial, economic, legal or monetary conditions, taxation orexchange controls (including, without limitation, the imposition of anymoratorium, suspension or material restriction on trading in securities generallyon the SGX-ST due to exceptional financial circumstances or otherwise);153

(iv)(v)any imminent threat or occurrence of any local, national or international outbreakor escalation of hostilities, insurrection or armed conflict (whether or notinvolving financial markets); orany other occurrence of any nature whatsoever, which event or events shall inthe reasonable opinion of UOB Asia:±(1) result or be likely to result in a material adverse fluctuation or adverseconditions in the stock market in Singapore or overseas; or(2) be likely to materially prejudice the success of the subscription or offer ofthe New Shares (whether in the primary market or in respect of dealings inthe secondary market); or(3) results in the issue of a stop order by the Authority in accordance withSection 242 of the SFA; or(4) make it impracticable, inadvisable, inexpedient or uncommercial toproceed with any of the transactions contemplated in the Managementand Underwriting Agreement; or(5) be likely to have a material adverse effect on the business, trading position,operations or prospects of our Company or of our Group as a whole.(B) there comes to the notice of UOB Asia:±(i) any material breach of any warranty under the Management and UnderwritingAgreement or any event occurring rendering any such warranty untrue orincorrect, or any statement contained in the Prospectus, or the applicationforms relating hereto which in the sole and absolute opinion of UOB Asia hasbecome untrue, incorrect or misleading in any material respect; or(ii) circumstances or matters have arisen or have been discovered, which would, ifthe Prospectus was to be issued at that time, constitute in the sole and absoluteopinion of UOB Asia, a material omission of such information, and our Companyfails to lodge any amendment to the Prospectus, a supplementary orreplacement prospectus or document (as the case may be) within a reasonabletime after being notified of such material misrepresentation or omission or failsto promptly take such steps as UOB Asia may reasonably require to informinvestors of the lodgement of such amendment to the Prospectus,supplementary or replacement prospectus or document. In such an event, theManager reserves the right, at its reasonable discretion to cancel the Invitationand any application monies received will be refunded (without interest or anyshare of revenue or other benefit arising therefrom) to the applicants for theNew Shares by ordinary post or telegraphic transfer at the applicant's own riskwithin 14 market days of the termination of the Invitation.(e) The Placement Agreement is conditional upon the Management and UnderwritingAgreement not having been terminated or rescinded pursuant to the provisions of theManagement and Underwriting Agreement.(f) In the event that the Management and Underwriting Agreement is terminated, we reservethe right, at our absolute discretion, to cancel the Invitation.(g) Save as aforesaid and save as disclosed on page 59 of this Prospectus in relation toshares sold to certain private investors, no commission, discount or brokerage has beenpaid or other special terms granted within the two years preceding the date of thisProspectus or is payable to any Director, promoter, expert, proposed director or anyperson for subscribing or agreeing to subscribe or procuring or agreeing to procuresubscriptions for any shares in, or debentures of, our Company or any of our subsidiaries.(h)UOB Asia, the Manager, Underwriter and Placement Agent, is a wholly-owned subsidiary ofUOB. UOB which is acting as one of our Primary Sub-Underwriters and one of our PrimarySub-Placement Agents, is one of our Group's principal bankers and has granted usbanking facilities. UOB Kay Hian, an associated company of UOB, is also one of our154

Primary Sub-Underwriters and one of our Primary Sub-Placement Agents. Save asdisclosed herein, we do not have any material relationship with the Manager, Underwriterand Placement Agent.MISCELLANEOUS33. The nature of the business of our Company is stated on pages 17 and 18 of this Prospectus. Asat the date of this Prospectus, the corporations which, by virtue of Section 6 of the Act, aredeemed to be related to our Company are listed below:±Healthcare Group Inc.Nutri-Active Pte LtdUSB IncVictoria House Pte LtdVHE China LimitedHealth One Limited (In liquidation)34. The time of opening of the Application List for the Placement is set out on pages 15 and 16 ofthis Prospectus.35. The amount payable on application is $0.26 for each New Share. Save as disclosed in paragraph18 above, there has been no previous issue of Shares by the Company or offer for sale of itsShares to the public within the two years preceding the date of this Prospectus.Application monies received by our Company in respect of successful applications (includingsuccessfully balloted applications which are subsequently rejected) will be placed in a separatenon-interest bearing account with UOB as the receiving bank (the ``Receiving Bank''). In theordinary course of business, the Receiving Bank will deploy these monies in the interbankmoney market. All pro®ts derived from the deployment of such monies will accrue to theReceiving Bank. Any refund of all or part of the application monies to unsuccessful or partiallysuccessful Applicants will be made without any interest or share or revenue or other bene®tsarising therefrom.36. No property has been purchased or acquired or proposed to be purchased or acquired by ourCompany which is to be paid for wholly or partly out of the proceeds of the Invitation or thepurchase or acquisition of which has not been completed at the date of the issue of thisProspectus other than property the contract for the purchase or acquisition whereof wasentered into in the ordinary course of business of our Company, the contract not being made incontemplation of the Invitation nor the Invitation in consequence of the contract.37. The expenses payable by our Company in connection with the Invitation, including underwritingand placement commission, brokerage, management fee, auditors' fee, solicitors' fee and allother incidental expenses in relation to this Invitation will be borne by our Company in theproportion in which the number of New Shares offered by each of them pursuant to theInvitation bears to the total number of New Shares. This expense is estimated to amount toapproximately $1.4 million. A breakdown of these estimated expenses is as follows:±$'000Professional fees 860Underwriting and placement commission and brokerage 260Others and miscellaneous expenses 255Listing Fees 35Total estimated expenses in connection with the Invitation 1,41038. No amount of cash or securities or bene®t has been paid or given to any promoter within the twoyears preceding the date of this Prospectus or is proposed or intended to be paid or given to anypromoter at any time.155

39. Save for the acquisition of USB disclosed on pages 62 to 64 and D-22 of this Prospectus, noevent has occurred since 31 March 2003 which may have a material effect on the audited®nancial information and proforma ®nancial information disclosed in this Prospectus. Save asdisclosed in this Prospectus, our Directors are not aware of any relevant material informationincluding trading factors or risks not mentioned elsewhere in this Prospectus which is unlikelyto be known or anticipated by the general public and which could materially affect the pro®ts ofour Company.40. Save as disclosed in this Prospectus, the financial condition and operations of our Company arenot likely to be affected by any of the following:±(a)(b)(c)(d)known trends, demands, commitments, events or uncertainties that will result in or arereasonably likely to result in our Company's liquidity increasing or decreasing in anymaterial way;material commitments for capital expenditures;unusual or infrequent events or transactions or any significant economic changes whichmaterially affected the amount of reported income from operations; andknown trends or uncertainties that have had or which our Company reasonably expects tohave a material favourable or unfavourable impact on revenues or operating income.41. No Shares will be allotted and/or allocated on the basis of this Prospectus later than six monthsafter the date of this Prospectus.42. We currently have no intention of changing the Auditors after the listing of our Company on theSGX-ST.CONSENTS43. The Auditors and Reporting Auditors have given and have not withdrawn their written consent tothe issue of this Prospectus with the inclusion herein of the ``Report on Examination of theProforma Financial Statements of the Group'' and the `Èxtract of the Review Report of theAuditors on the Unaudited Financial Statements of USB Inc for the ®nancial period from 1 April2003 to 31 October 2003'', in the form and context in which they are included in this Prospectusand references to their name in the form and context in which it appears in this Prospectus andto act in such capacity in relation to this Prospectus.44. Save as set out in the paragraph below, each of the Manager, Underwriter and Placement Agent,the Primary Sub-Placement Agents and Primary Sub-Underwriters, the Solicitors to theInvitation, the Legal Advisers to the Company as to Malaysia Law, the Legal Advisers to theCompany as to Brunei Law, the Legal Advisers to the Company as to Guam Law, the LegalAdvisers to the Company as to the laws of Hong Kong Special Administrative Region of thePeople's Republic of China, the Principal Bankers, the Receiving Banker and the ShareRegistrar do not make, or purport to make, any statement in this Prospectus or any statementupon which a statement in this Prospectus is based and, to the maximum extent permitted bylaw, expressly disclaim and take no responsibility for any liability to any person which is basedon, or arises out of, the statements, information or opinions in this Prospectus.The Solicitors to the Invitation has given and has not withdrawn their written consent to the issueof this Prospectus with the inclusion of the statements in paragraph 7(ix) under the caption``General and Statutory Information Ð Breach of Section 76 of the Companies Act'' in thisProspectus, in the form and context in which they are included in this Prospectus and theinclusion of their name in the form and context in which it appears in the said paragraph andunder this paragraph of this Prospectus.156

45. Messrs Allen & Gledhill (Advocates and Solicitors) of 36 Robinson Road # 18-01 City HouseSingapore 068877, has given and has not withdrawn their written consent to the issue of thisProspectus with the inclusion of the statements in paragraph 7 (viii) under the caption ``Generaland Statutory Information Ð Breach of Section 76 of the Companies Act'' in this Prospectus, inthe form and context in which they are included in this Prospectus and the inclusion of theirname in the form and context in which it appears in the said paragraph and under thisparagraph of this Prospectus.RESPONSIBILITY STATEMENT BY OUR DIRECTORS46. This Prospectus has been seen and approved by our Directors and they collectively andindividually accept full responsibility for the accuracy of the information given in this Prospectusand con®rm, having made all reasonable enquiries, that to the best of their knowledge and belief,the facts stated and the opinions expressed in this Prospectus are fair and accurate in allmaterial aspects as at the date of this Prospectus and there are no other material facts theomission of which would make any statement herein misleading and that this Prospectusconstitutes full and true disclosure of all material facts about the Invitation and our Group.DOCUMENTS FOR INSPECTION47. Copies of the following documents may be inspected at our registered office at 9 Ubi Crescent,Singapore 408572, during normal business hours for a period of six months from the date of thisProspectus:±(a) the Memorandum and Articles of Association of our Company;(b) the ``Report on Examination of the Proforma Financial Statements of the Group'', set out inAppendix D of this Prospectus;(c) the letters of consent referred to in paragraphs 43 to 45 above;(d) the audited financial statements of our Company for the financial period from 25 October2001 (date of incorporation) to 31 March 2002, the audited financial statements of ourCompany and the audited consolidated financial statements of our Group for the financialyear ended 31 March 2003, the audited financial statements of Victoria House and Nutri-Active for the financial years ended 31 March 2001, 31 March 2002 and 31 March 2003;(e) Unaudited Financial Statements of USB for the financial period from 1 April 2003 to 31October 2003;(f) the material contracts referred to on pages 151 and 152 of this Prospectus; and(g) the service agreements referred to on page 106 of this Prospectus.157

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APPENDIX ATERMS AND CONDITIONS AND PROCEDURESFOR APPLICATION AND ACCEPTANCEPROCEDURES FOR APPLICATION AND ACCEPTANCEYou are invited to subscribe for the 40,000,000 New Shares at the Issue Price, subject to the followingterms and conditions:±1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRALMULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEWSHARES WILL BE REJECTED.2. Your application for Offer Shares may be made by way of printed Offer Shares Application Formsor by way of Electronic Applications through ATMs of the Participating Banks (`ÀTM ElectronicApplications'') or through Internet Banking (`ÌB'') websites of the relevant Participating Banks(`Ìnternet Electronic Applications'' which, together with ATM Electronic Applications, shall bereferred to as `Èlectronic Applications''). Your application for the Placement Shares (other thanReserved Shares) may only be made by way of printed Placement Shares Application Forms.Your application for Reserved Shares may only be made by way of printed Reserved SharesApplication Forms. YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.3. You are allowed to submit only one application in your own name for the Offer Shares orthe Placement Shares (other than Reserved Shares). If you submit an application for OfferShares by way of an Application Form, you MAY NOT submit another application for OfferShares by way of an Electronic Application and vice versa. Such separate applicationsshall be deemed to be multiple applications and will be liable to be rejected at thediscretion of our Company.If you submit an application for Offer Shares by way of Internet Electronic Application, youMAY NOT submit another application for Offer Shares by way of ATM ElectronicApplication and vice versa. Such separate applications shall be deemed to be multipleapplications and will be liable to be rejected at the discretion of our Company.If you (being other than an approved nominee company) have submitted an application forOffer Shares in your own name, you should not submit any other application for OfferShares, whether by way of an Application Form or by way of an Electronic Application,for any other person. Such separate applications shall be deemed to be multipleapplications and will be liable to be rejected at the discretion of our Company.If you have made an application for Placement Shares (other than for Reserved Shares),you should not make any application for Offer Shares either by way of an ApplicationForm or by way of an Electronic Application and vice versa. Such separate applicationsshall be deemed to be multiple applications and will be liable to be rejected at thediscretion of our Company.Conversely, if you have made an application for Offer Shares either by way of an ElectronicApplication or by way of an Application Form, you may not make any application forPlacement Shares (other than Reserved Shares). Such separate applications shall bedeemed to be multiple applications and will be liable to be rejected at the discretion ofour Company.A-1

If you have made an application for Reserved Shares, you may submit ONE separateapplication for the Offer Shares in your own name by way of an Application Form or byway of an Electronic Application, or submit one separate application for PlacementShares (other than Reserved Shares) by way of an Application Form, provided that youadhere to the terms and conditions of this Prospectus. Such separate applications shallNOT be treated as multiple applications.Joint applications shall be rejected. Multiple applications for New Shares will be liable tobe rejected at the discretion of our Company. If you submit or procure submissions ofmultiple share applications for Offer Shares, Placement Shares or both Offer Shares andPlacement Shares, you may be deemed to have committed an offence under the PenalCode, Chapter 224 of Singapore and the SFA, Chapter 289 of Singapore, and yourapplications may be referred to the relevant authorities for investigation. Multipleapplications or those appearing to be or suspected of being multiple applications will beliable to be rejected at the discretion of our Company.4. We will not accept applications from any person under the age of 21 years, undischargedbankrupts, sole-proprietorships, partnerships or non-corporate bodies, joint Securities Accountholders of CDP and from applicants whose addresses (furnished in their Application Forms or,in the case of Electronic Applications, contained in the records of the relevant ParticipatingBanks) bear post of®ce box numbers.5. We will not recognise the existence of a trust. Any application by a trustee or trustees must bemade in his/their own name(s) and without quali®cation or, where the application is made by wayof an Application Form, in the name(s) of an approved nominee company or approved nomineecompanies after complying with paragraph 6 below.6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BYAPPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are de®ned asbanks, merchant banks, ®nance companies, insurance companies, licensed securities dealersin Singapore and nominee companies controlled by them. Applications made by persons actingas nominees other than approved nominee companies shall be rejected.7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN ASECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOURAPPLICATION. If you do not have an existing Securities Account with CDP in your own nameat the time of your application, your application will be rejected (if you apply by way of anApplication Form), or you will not be able to complete your Electronic Application (if you applyby way of an Electronic Application). If you have an existing Securities Account with CDP butfail to provide your Securities Account number or provide an incorrect Securities Accountnumber in Section B of the Application Form or in your Electronic Application, as the case maybe, your application is liable to be rejected. Subject to paragraph 8 below, your application shallbe rejected if your particulars, such as name, NRIC/passport number, nationality and permanentresidence status provided in your Application Form or in the records of the relevant ParticipatingBank at the time of your Electronic Application, as the case may be, differ from those particularsin your Securities Account as maintained with CDP. If you possess more than one individualdirect Securities Account with CDP, your application shall be rejected.8. If your address as stated in the Application Form or, in the case of an ElectronicApplication, contained in the records of the relevant Participating Bank, as the case maybe, is different from the address registered with CDP, you must inform CDP of yourupdated address promptly, failing which the noti®cation letter on successful allotmentand other correspondence from CDP will be sent to your address last registered with CDP.9. Our Company reserves the right to reject any application which does not conform strictlyto the instructions set out in the Application Form and in this Prospectus or which does notcomply with the instructions for Electronic Applications or with the terms and conditions ofthis Prospectus or, in the case of an application by way of an Application Form, which isillegible, incomplete, incorrectly completed or which is accompanied by an improperlyA-2

drawn remittance or improper form of remittance. Our Company further reserves the rightto treat as valid any applications not completed or submitted or effected in all respects inaccordance with the instructions set out in the Application Form or the instructions forElectronic Applications or the terms and conditions of this Prospectus and also topresent for payment or other processes all remittances at any time after receipt and tohave full access to all information relating to, or deriving from, such remittances or theprocessing thereof.10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or toballot any application, without assigning any reason therefor, and we will not entertain anyenquiry and/or correspondence on the decision of our Company. This right applies toapplications made by way of Application Forms and by way of Electronic Applications. Indeciding the basis of allotment which will be at the discretion of our Company, we will give dueconsideration to the desirability of allotting the New Shares to a reasonable number of applicantswith a view to establishing an adequate market for the Shares.11. Share certi®cates will be registered in the name of CDP and will be forwarded only to CDP. It isexpected that CDP will send to you, at your own risk, within 15 Market Days after the close ofthe Application List, a statement of account stating that your Securities Account has beencredited with the number of New Shares allotted to you. This will be the only acknowledgementof application monies received and is not an acknowledgement by our Company. Youirrevocably authorise CDP to complete and sign on your behalf as transferee or renouncee anyinstrument of transfer and/or other documents required for the issue or transfer of the NewShares allotted to you. This authorisation applies to applications made by way of ApplicationForms and by way of Electronic Applications.12. In the event that our Company lodges a supplementary or replacement prospectus (``RelevantDocument'') pursuant to the SFA or any applicable legislation in force from time to time prior tothe close of the Invitation, and the New Shares have not been issued, we will (as required by law)at our Company's sole and absolute discretion either:±(i)(ii)within seven days of the lodgement of the Relevant Document give you a copy of theRelevant Document and provide you with an option to withdraw; ortreat your application as withdrawn and cancelled, in which case the application shall bedeemed to have been withdrawn and cancelled and we shall refund your applicationmonies (without interest or any share of revenue or other bene®t arising therefrom) to youwithin seven days from the lodgement of the Relevant Document.Where you have noti®ed us within 14 days from the date of lodgement of the Relevant Documentof your wish to exercise your option under the SFA to withdraw your application, we shall pay toyou all moneys paid by you on account of your application for the Invitation Shares withoutinterest or any share of revenue or other bene®t arising therefrom and at your own risk, withinseven days from the receipt of such noti®cation.In the event that at any time of the lodgement of the Relevant Document, the New Shares havealready been issued but trading has not commenced, we will (as required by law) either(i)(ii)within seven days of the lodgement of the Relevant Document give you a copy of theRelevant Document and provide you with an option to return the New Shares; ortreat the issue of the New Shares as void, in which case the issue shall be deemed to bevoid and we shall refund your application moneys (without interest or any share of revenueor other bene®t arising therefrom) to you within seven days from the lodgement of theRelevant Document.Where you have noti®ed us within 14 days from the date of lodgement of the Relevant Documentof your wish to exercise your option under the SFA to return the New Shares issued to you, youshall return all documents, if any, purporting to be evidence of title to those New Shares,whereupon we shall pay to you all moneys paid by you on account of your application for theA-3

Invitation Shares without interest or any share of revenue or other bene®t arising therefrom andat your own risk, within seven days from the receipt of such noti®cation and documents.Additional terms and instructions applicable upon the lodgement of the supplementary orreplacement prospectus, including instructions on how you can exercise the option towithdraw, may be found in such supplementary or replacement prospectus.13. In the event of an under-subscription for Offer Shares as at the close of the Application List, wewill make available that number of Offer Shares under-subscribed to satisfy applications forPlacement Shares to the extent that there is an over-subscription for Placement Shares as atthe close of the Application List.Any Reserved Shares not taken up will be made available ®rst to satisfy applications for thePlacement Shares to the extent that there is an over-subscription for the Placement Shares andthen to satisfy applications for Offer Shares to the extent that there is an over-subscription forOffer Shares as at the close of the Application List.In the event of an under-subscription for Placement Shares (other than Reserved Shares) as atthe close of the Application List, we will make available that number of Placement Shares (otherthan Reserved Shares) under-subscribed to satisfy applications for Offer Shares to the extentthat there is an over-subscription for Offer Shares as at the close of the Application List.In the event of an over-subscription for Offer Shares as at the close of the Application List andPlacement Shares are fully subscribed or over-subscribed as at the close of the Application List,the successful applications for Offer Shares will be determined by ballot or otherwise asdetermined by our Company and approved by the SGX-ST.In all the above instances, the basis of allotment of the New Shares as may be decided by ourCompany in ensuring a reasonable spread of shareholders of our Company, shall be madepublic, as soon as practicable, via an announcement through the SGX-ST and byadvertisement in a generally circulating daily newspaper.14. You irrevocably authorise CDP to disclose the outcome of your application, including the numberof New Shares allotted to you pursuant to your application, to authorised operators.15. Any reference to ``you'' in this section shall include an individual, a corporation, an approvednominee and trustee applying for the Offer Shares by way of an Application Form or by way ofan Electronic Application, a person applying for the Placement Shares through the PlacementAgent and a person applying for the Reserved Shares.16. By completing and delivering an Application Form or by making and completing an ElectronicApplication by (in the case of an ATM Electronic Application) pressing the `Ènter'' or `ÒK'' or``Confirm'' or ``Yes'' or any other relevant key on the ATM (as the case may be) or by (in thecase of an Internet Electronic Application) clicking ``Submit'' or ``Continue'' or ``Yes'' or``Confirm'' or any other relevant button on the IB website screen (as the case may be) inaccordance with the provisions of this Prospectus, you:±(a)(b)(c)irrevocably offer to subscribe for the number of New Shares specified in your application (orsuch smaller number for which the application is accepted) at the Issue Price and agreethat you will accept such New Shares as may be allotted to you, in each case subject tothe conditions set out in this Prospectus and the Memorandum and Articles of Associationof our Company;agree that in the event of any inconsistency between the terms and conditions forapplication set out in this Prospectus and those set out in the IB websites or ATMs of therelevant Participating Banks, the terms and conditions set out in this Prospectus shallprevail;agree that the aggregate Issue Price for the New Shares applied for is due and payable tothe Company upon application;A-4

(d)(e)warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by our Company in determining whetherto accept your application and/or whether to allocate any New Shares to you; andagree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of our Company, theManager, the Underwriter, the Placement Agent, the Primary Sub-Underwriter and/or thePrimary Sub-Placement Agent will infringe any such laws as a result of the acceptance ofyour application.17. Our acceptance of applications will be conditional upon, inter alia, our Company being satisfiedthat:±(a)(b)(c)permission has been granted by the SGX-ST to deal in and for quotation for all our existingShares and the New Shares on the Official List of the SGX-ST;the Management and Underwriting Agreement and the Placement Agreement referred to onpages 153 and 154 of this Prospectus have become unconditional and have not beenterminated; andthe MAS has not served a stop order which directs that no or no further shares to whichthis Prospectus relates be allotted.18. In the event that a stop order in respect of the New Shares is served by the Authority or othercompetent authority, and(a)(b)the New Shares have not been issued, we will (as required by law) deem all applicationswithdrawn and cancelled and our Company shall refund the application monies (withoutinterest or any share of revenue or other benefit arising therefrom) to you within 14 daysof the date of the stop order; orif the New Shares have already been issued but trading has not commenced, the issue will(as required by law) be deemed void and(i)(ii)if documents purporting to evidence title had been issued to you, our Company shallinform you to return such documents to our Company within 14 days from that date;andwe will refund the application monies (without interest or any share of revenue or otherbene®t arising therefrom) to you within seven days from the date of receipt of thosedocuments (if applicable) or the date of the stop order, whichever is later.This shall not apply where only an interim stop order has been served.19. In the event that an interim stop order in respect of the New Shares is served by the Authority orother competent authority, no New Shares shall be issued to you until the Authority revokes theinterim stop order.20. The Authority is not able to serve a stop order in respect of the New Shares if the New Shareshave been issued and listed on a securities exchange and trading in them has commenced.21. In the event of any changes in the closure of the Application List or the time period during whichthe Invitation is open, we will publicly announce the same thorough a MASNET announcement tobe posted on the Internet at the SGX-ST website http://www.sgx.com and through paidadvertisements in a local English newspaper, namely, The Straits Times.22. We will not hold any applications in reserve.23. We will not allot shares on the basis of this Prospectus later than 6 months after the date ofregistration of this Prospectus.A-5

24. Additional terms and conditions for applications by way of Application Forms are set out onpages A-6 to A-9 of this Prospectus.25. Additional terms and conditions for applications by way of Electronic Applications are set out onpages A-9 to A-16 of this Prospectus.ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMSYou shall make an application by way of Application Forms made on and subject to the terms andconditions of this Prospectus including but not limited to the terms and conditions appearing belowas well as those set out under the section on ``TERMS AND CONDITIONS AND PROCEDURES FORAPPLICATION AND ACCEPTANCE'' on pages A-1 to A-6 of this Prospectus, as well as theMemorandum and Articles of Association of our Company.1. Your application must be made using the WHITE Application Forms for Offer Shares and BEIGEof®cial envelopes `À'' and ``B'' or the BLUE Application Forms for Placement Shares (other thanReserved Shares) or the PINK Application Forms for Reserved Shares accompanying andforming part of this Prospectus. We draw your attention to the detailed instructions containedin the respective Application Forms and this Prospectus for the completion of the ApplicationForms which must be carefully followed. Our Company reserves the right to rejectapplications which do not conform strictly to the instructions set out in the ApplicationForms and this Prospectus or to the terms and conditions of this Prospectus or whichare illegible, incomplete, incorrectly completed or which are accompanied by improperlydrawn remittances or improper form of remittance.2. Your Application Forms must be completed in English. Please type or write clearly in ink usingBLOCK LETTERS.3. All spaces in the Application Forms except those under the heading ``FOR OFFICIAL USEONLY'' must be completed and the words ``NOT APPLICABLE'' or ``N.A.'' should be written inany space that is not applicable.4. Individuals, corporations, approved nominee companies and trustees must give their names infull. You must make your application, in the case of individuals, in your full name appearing inyour identity cards (if applicants have such identi®cation documents) or in your passports and,in the case of corporations, in your full name as registered with a competent authority. If youare a non-individual completing the Application Form under the hand of an of®cial, you muststate the name and capacity in which that of®cial signs. If you are a corporation completing theApplication Form, you are required to af®x your Common Seal (if any) in accordance with yourMemorandum and Articles of Association or equivalent constitutive documents of thecorporation. If you are a corporate applicant and your application is successful, a copy of yourMemorandum and Articles of Association or equivalent constitutive documents must be lodgedwith our Share Registrar and Share Transfer Of®ce. Our Company reserves the right to requireyou to produce documentary proof of identi®cation for veri®cation purposes.5. (a) You must complete Sections A and B and sign page 1 of the Application Forms.(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Forms.Where paragraph 7(a) is deleted, you must also complete Section C of the ApplicationForms with particulars of the beneficial owner(s).(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, onpage 1 of the Application Forms, your application is liable to be rejected.6. You (whether you are an individual and corporate applicant, whether incorporated orunincorporated and wherever incorporated or constituted) will be required to declare whetheryou are a citizen or permanent resident of Singapore or a corporation in which citizens orpermanent residents of Singapore or any body corporate constituted under any statute ofSingapore have an interest in the aggregate of more than 50 per cent. of the issued sharecapital of or interests in such corporations. If you are an approved nominee company, you areA-6

equired to declare whether the bene®cial owner of the New Shares is a citizen or permanentresident of Singapore or a corporation, whether incorporated or unincorporated and whereverincorporated or constituted, in which citizens or permanent residents of Singapore or any bodycorporate whether incorporated or unincorporated and wherever incorporated or constitutedunder any statute of Singapore have an interest in the aggregate of more than 50 per cent. ofthe issued share capital of or interests in such corporation.7. Your application must be accompanied by a remittance in Singapore currency for the full amountpayable, in respect of the number of New Shares applied for, in the form of a BANKER'S DRAFTor CASHIER'S ORDER drawn on a bank in Singapore, made out in favour of ``GLOBAL ACTIVESHARE ISSUE ACCOUNT'' crossed `À/C PAYEE ONLY'', with your name and address writtenclearly on the reverse side. We will not accept applications accompanied by ANY OTHER FORMOF PAYMENT. We will reject remittances bearing ``NOT TRANSFERABLE'' or ``NONTRANSFERABLE'' crossings. No acknowledgement or receipt will be issued by us or theManager for applications and application monies received.8. Unsuccessful applications are expected to have their application monies returned (withoutinterest or any share of revenue or other bene®t arising therefrom) to you by ordinary postwithin 24 hours of balloting at your own risk. Where your application is rejected or accepted inpart only, the full amount or the balance of the application monies, as the case may be, will berefunded (without interest or any share of revenue or other bene®t arising therefrom) to you byordinary post at your own risk within 14 days after the close of the Application List. In theevent that the Invitation is cancelled by us following the termination of the Management andUnderwriting Agreement and/or the Placement Agreement, the application monies received willbe refunded (without interest or any share of revenue or other bene®t arising therefrom) to you byordinary post at your own risk within 5 Market Days of the termination of the Invitation. In theevent that the Invitation is cancelled by us following the issuance of a stop order by theAuthority, the application monies received will be refunded (without interest or any share ofrevenue or other bene®t arising therefrom) to you by ordinary post at your own risk within 14days from the date of the stop order.9. Capitalised terms used in the Application Forms and de®ned in this Prospectus shall bear themeanings assigned to them in this Prospectus.10. In consideration of our Company having distributed the Application Form to you and agreeing toclose the Application List at 12.00 noon on 4 February 2004 or such other time or date as ourCompany may, in consultation with the Manager, decide and by completing and delivering theApplication Form, you agree that:±(a) your application is irrevocable;(b)(c)(d)(e)(f)your remittance will be honoured on first presentation and that any monies returnable maybe held pending clearance of your payment without interest or any share of revenue orother benefit arising therefrom;all applications, acceptances and contracts resulting therefrom under the Invitation shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;in respect of the New Shares for which your application has been received and notrejected, acceptance of your application shall be constituted by written notification andnot otherwise, notwithstanding any remittance being presented for payment by or onbehalf of our Company;you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;in making your application, reliance is placed solely on the information contained in thisProspectus and that neither our Company, the Manager, the Underwriter, the PlacementAgent nor any other person involved in the Invitation shall have any liability for anyinformation not so contained;A-7

(g)(h)you consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent resident status, CDP Securities Account number, the share application amountto our Share Registrar, CDP, SCCS, SGX-ST, our Company, UOB Asia or other authorisedoperators; andyou irrevocably agree to subscribe for the number of Offer Shares applied for as stated inthe Application Form or any smaller number of such Offer Shares that may be allotted toyou in respect of your application. In the event that we decide to allot a smaller number ofOffer Shares or not to allot any Offer Shares to you, you agree to accept such decision as®nal.Applications For Offer Shares1. Your applications for Offer Shares MUST be made using the WHITE Offer Shares ApplicationForms and BEIGE of®cial envelopes `À'' and ``B''. ONLY ONE APPLICATION should beenclosed in each envelope.2. You must:±(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, togetherwith your remittance in the BEIGE envelope `À'' provided;(b) in the appropriate spaces on BEIGE envelope `À'':±(i) write your name and address;(ii) state the number of Offer Shares applied for; and(iii) affix adequate Singapore postage;(c) SEAL BEIGE ENVELOPE `À'';(d) write, in the special box provided on the larger BEIGE envelope ``B'' addressed to UOBASIA LIMITED, 1 RAFFLES PLACE, # 13-01 OUB CENTRE, SINGAPORE 048616, thenumber of Offer Shares you have applied for; and(e) insert BEIGE envelope `À'' into BEIGE envelope ``B'', seal BEIGE envelope ``B'' andthereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own riskto UOB ASIA LIMITED, 1 RAFFLES PLACE, # 13-01 OUB CENTRE, SINGAPORE048616, to arrive by 12.00 noon on 4 February 2004 or such other time as ourCompany may, in consultation with the Manager, decide. Local Urgent Mail orRegistered Post must NOT be used. No acknowledgement of receipt will be issued forany application or remittance received.3. Applications that are illegible, incomplete or incorrectly completed or accompanied byimproperly drawn remittances are liable to be rejected.Applications for Placement Shares (other than Reserved Shares)1. Your application for Placement Shares (other than Reserved Shares) MUST be made using theBLUE Placement Shares Application Forms. ONLY ONE APPLICATION should be enclosed ineach envelope.2. The completed and signed BLUE Placement Shares Application Form and your remittance in fullwith your name and address written clearly on the reverse side, must be enclosed and sealed inan envelope to be provided by you. The sealed envelope must be DESPATCHED BYORDINARY POST OR DELIVERED BY HAND at your own risk to UOB ASIA LIMITED, 1RAFFLES PLACE, # 13-01 OUB CENTRE, SINGAPORE 048616, to arrive by 12.00 noon on 4February 2004 or such other time as our Company may, in consultation with the Manager,decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement ofreceipt will be issued for any application or remittance received.3. Applications that are illegible, incomplete or incorrectly completed or accompanied byimproperly drawn remittances are liable to be rejected.A-8

Applications for Reserved Shares1. Your application for Reserved Shares must be made using the PINK Reserved SharesApplication Forms. ONLY ONE APPLICATION should be enclosed in each envelope.2. The completed and signed PINK Reserved Shares Application Form and your remittance in fullwith your name and address written clearly on the reverse side, must be enclosed and sealed inan envelope to be provided by you. The sealed envelope must be DESPATCHED BYORDINARY POST OR DELIVERED BY HAND at your own risk to our registered of®ce at 9Ubi Crescent, Singapore 408572, to arrive by 12.00 noon on 4 February 2004 or such othertime as our Company may, in consultation with the Manager, decide. Local Urgent Mail orRegistered Post must NOT be used. No acknowledgement of receipt will be issued for anyapplication or remittance received.3. Applications that are illegible, incomplete or incorrectly completed or accompanied byimproperly drawn remittances are liable to be rejected.ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONSThe procedures for Electronic Applications are set out on the ATM screens (in the case of ATMElectronic Applications) and the IB website screens (in the case of Internet Electronic Applications) ofthe relevant Participating Banks. Currently, UOB Group and DBS are the only Participating Banksthrough which Internet Electronic Applications can be made. For illustration purposes, theprocedures for Electronic Applications through ATMs and the IB website of UOB Group are set outrespectively in the ``Steps for Electronic Applications through ATMs of UOB Group'' and the ``Stepsfor Internet Electronic Applications through the IB website of UOB Group'' (the ``Steps'') appearing onpages A-13 to A-16 of this Prospectus. The Steps set out the actions that you must take at an ATM orthe IB website of UOB Group to complete an Electronic Application. Please read carefully the terms ofthis Prospectus, the Steps and the terms and conditions for Electronic Applications set out belowbefore making an Electronic Application. Any reference to ``you'' in the additional terms andconditions for Electronic Applications and the Steps shall refer to you making an application for OfferShares through an ATM or the IB website of a relevant Participating Bank.You must have an existing bank account with and be an ATM cardholder of one of the ParticipatingBanks before you can make an Electronic Application at the ATMs. An ATM card issued by oneParticipating Bank cannot be used to apply for Offer Shares at an ATM belonging to otherParticipating Banks. For an Internet Electronic Application, you must have an existing bank accountwith and an IB User Identi®cation (`Ùser ID'') and a Personal Identi®cation Number/Password givenby a relevant Participating Bank. The Steps set out the actions that you must take at ATMs or the IBwebsite of UOB Group to complete an Electronic Application. The actions that you must take at ATMsor the IB websites of other Participating Banks are set out on the ATM screens or the IB websitescreens of the relevant Participating Banks. Upon the completion of your ATM Electronic Applicationtransaction, you will receive an ATM transaction slip (``Transaction Record''), con®rming the details ofyour Electronic Application. Upon completion of your Internet Electronic Application through the IBwebsite of UOB Group, there will be an on-screen con®rmation (``Con®rmation Screen'') of theapplication which you can print out for your record. The Transaction Record or your printed recordof the Con®rmation Screen is for your retention and should not be submitted with any ApplicationForm.You must ensure that you enter your own Securities Account number when using the ATM cardissued to you in your own name. If you fail to use your ATM card or if you do not key in yourSecurities Account number, your application will be rejected. If you operate a joint bankaccount with any of the Participating Banks, you must ensure that you enter your ownSecurities Account number when using the ATM card issued to you in your own name. Usingyour own Securities Account number with an ATM card which is not issued to you in your ownname will render your Electronic Application liable to be rejected.You must ensure, when making an Internet Electronic Application, that your mailing address is inSingapore and the application is being made in Singapore and you will be asked to declareaccordingly. Otherwise, your application is liable to be rejected.A-9

You shall make an Electronic Application on the terms and subject to the conditions of thisProspectus including but not limited to the terms and conditions appearing below and those set outunder the section on ``TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION ANDACCEPTANCE'' on pages A-1 to A-6 of this Prospectus as well as the Memorandum and Articles ofAssociation of our Company.1. In connection with your Electronic Application for Offer Shares, you are required to confirmstatements to the following effect in the course of activating your Electronic Application:±(a)(b)(c)that you have received a copy of this Prospectus (in the case of an ATM ElectronicApplication only) and have read, understood and agreed to all the terms andconditions of application for Offer Shares and this Prospectus prior to effecting theElectronic Application and agree to be bound by the same;that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent resident status, share application amount, CPF investmentaccount number, CDP Securities Account number, and application details (the``Relevant Particulars'') by the relevant Participating Bank to the Share Registrar,SGX-ST, CDP, SCCS, CPF, our Company and the Manager (the ``Relevant Parties'');andthat this is your only application for Offer Shares and it is made in your own name andat your own risk.Your application will not be successfully completed and cannot be recorded as a completedtransaction unless you press the `Ènter'' or `ÒK'' or ``Con®rm'' or ``Yes'' or any other relevantkey on the ATM or click ``Con®rm'' or ``Submit'' or ``Continue'' or ``Yes'' or any other relevantbutton on the IB website screen. By doing so, you shall be treated as signifying yourcon®rmation of each of the above three statements. In respect of statement 1(b) above, suchcon®rmation, shall signify and shall be treated as your written permission, given in accordancewith the relevant laws of Singapore including Section 47(4) of the Banking Act (Chapter 19) ofSingapore to the disclosure by the relevant Participating Bank of the Relevant Particulars to theRelevant Parties.2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOTAPPLYING FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANYELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOUAS BENEFICIAL OWNER.YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES ANDSHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES (OTHER THANRESERVED SHARES), WHETHER AT THE ATMS OR THE IB WEBSITES (IF ANY) OF ANYPARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE ANAPPLICATION FOR OFFER SHARES OR PLACEMENT SHARES (OTHER THAN RESERVEDSHARES) ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONICAPPLICATION FOR OFFER SHARES AND VICE VERSA.3. You must have suf®cient funds in your bank account with your Participating Bank at the time youmake your Electronic Application, failing which your Electronic Application will not be completed.Any Electronic Application which does not conform strictly to the instructions set out inthis Prospectus on the screens of the ATM or IB website of the relevant ParticipatingBank through which your Electronic Application is being made shall be rejected.You may make an ATM Electronic Application at the ATM of any Participating Bank or anInternet Electronic Application at the IB website of a relevant Participating Bank for the OfferShares using cash only by authorising such Participating Bank to deduct the full amountpayable from your account with such Participating Bank.4. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Sharesapplied for as stated on the Transaction Record or the Con®rmation Screen or any lesser numberof Offer Shares that may be allotted to you in respect of your Electronic Application. In the eventA-10

that our Company decides to allot any lesser number of such Offer Shares or not to allot anyOffer Shares to you, you agree to accept such decision as ®nal. If your Electronic Application issuccessful, your con®rmation (by your action of pressing the `Ènter'' or `ÒK'' or ``Con®rm'' or``Yes'' or any other relevant key on the ATM or clicking ``Con®rm'' or ``Submit'' or ``Continue'' or``Yes'' or any other relevant button on the IB website screen) of the number of Offer Sharesapplied for shall signify and shall be treated as your acceptance of the number of Offer Sharesthat may be allotted to you and your agreement to be bound by our Memorandum and Articles ofAssociation of our Company.5. We will not keep any applications in reserve. Where your Electronic Application isunsuccessful, the full amount of the application monies will be refunded (without interest or anyshare of revenue or other bene®t arising therefrom) to you by being automatically credited toyour account with your Participating Bank within 24 hours of balloting. Trading on a ``WHENISSUED'' basis, if applicable, is expected to commence after such refund has been made.Where your Electronic Application is rejected or accepted in part only, the full amount or thebalance of the application monies, as the case may be, will be refunded (without interest or anyshare of revenue or other bene®t arising therefrom) to you by being automatically credited toyour account with your Participating Bank within 14 days after the close of the Application List.Responsibility for timely refund of application monies arising from unsuccessful or partiallysuccessful Electronic Applications lies solely with the respective Participating Banks.Therefore, you are strongly advised to consult your Participating Bank as to the status ofyour Electronic Application and/or the refund of any monies to you from unsuccessful orpartially successful Electronic Application, to determine the exact number of Offer Sharesallotted to you before trading the Offer Shares on the SGX-ST. Neither the SGX-ST, theCDP, the SCCS, the Participating Banks, our Company or the Manager assume anyresponsibility for any loss that may be incurred as a result of you having to cover any netsell positions or from buy-in procedures activated by the SGX-ST.6. If your Electronic Application is unsuccessful, no noti®cation will be sent by the ParticipatingBanks.If you make Electronic Applications through the ATMs or IB websites of the followingParticipating Banks, you may check the results of your Electronic Applications as follows:±Bank Telephone Other Channels Operating Hours Serviceexpected fromUOBGroup1800 222 2121 ATM (Other Transactions Ð`ÌPO Enquiry'') (1)ATM/Phone Banking24 hours a dayEvening of theballoting dayhttp://www.uobgroup.com (1)(2)Internet Banking24 hours a dayEvening of theballoting dayDBS 1800 339 6666(for POSBAccount holders)Internet Banking24 hours a day Evening of thehttp://www.dbs.com (2) balloting day1800 111 1111(for DBS Accountholders)OCBC 1800 363 3333 ATM ATM/Phone Banking24 hours a dayEvening of theballoting dayNotes:±(1) If you make your Electronic Application through the ATMs or IB web-site of UOB Group, you may check the results ofyour application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking Services.(2) If you make your Internet Electronic Application through the IB web-site of UOB Group or DBS, you may also checkthe result of your application through the same channels listed in the table above in relation to ATM ElectronicApplication made at ATMs of UOB Group or DBS.A-11

7. Electronic Applications shall close at 12.00 noon on 4 February 2004 or such other time as ourCompany may, in consultation with the Manager, decide. Subject to paragraph 9 below, yourInternet Electronic Application is deemed to be received only upon its completion, that is, whenthere is an on-screen con®rmation of the application.8. You are deemed to have irrevocably requested and authorised our Company to:±(a) register the Offer Shares allotted to you in the name of CDP for deposit into your SecuritiesAccount;(b) send the relevant Share certificate(s) to CDP;(c) return or refund (without interest or any share of revenue earned or other benefit arisingtherefrom) the application monies, should your Electronic Application be rejected, byautomatically crediting your bank account with your Participating Bank with the relevantamount within 24 hours of balloting; and(d) return or refund (without interest or any share of revenue earned or other bene®t arisingtherefrom) the balance of the application monies, should your Electronic Application beaccepted in part only, by automatically crediting your bank account with your ParticipatingBank with the relevant amount within 14 days after the close of the Application List.9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdowns, ®res, acts of Godand other events beyond the control of the Participating Banks, our Company and the Managerand if, in any such event, our Company, the Manager and/or the relevant Participating Bank donot receive your Electronic Application, or data relating to your Electronic Application or tape orany other devices containing such data is lost, corrupted, destroyed or not otherwise accessible,whether wholly or partially for whatever reason, you shall be deemed not to have made anElectronic Application and you shall have no claim whatsoever against our Company, theManager and/or the relevant Participating Bank for Offer Shares applied for or for anycompensation, loss or damage.10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must bemade in your own name and without quali®cation. Our Company will reject any application byany person acting as nominee, except those made by approved nominee companies only.11. All your particulars in the records of your Participating Bank at the time you make your ElectronicApplication shall be deemed to be true and correct and your Participating Bank and the RelevantParties shall be entitled to rely on the accuracy thereof. If there has been any change in yourparticulars after the time of the making your Electronic Application, you shall promptly notifyyour Participating Bank.12. You should ensure that your personal particulars as recorded by both CDP and therelevant Participating Bank are correct and identical, otherwise, your ElectronicApplication is liable to be rejected. You should promptly inform CDP of any change inaddress, failing which the noti®cation letter on successful allotment will be sent to your addresslast registered with CDP.13. By making and completing an Electronic Application, you are deemed to have agreed that:±(a) In consideration of our Company making available the Electronic Application facility,through the Participating Banks acting as our agents, at the ATMs and the IB websites (ifany):±(i) your Electronic Application is irrevocable; and(ii) your Electronic Application, our acceptance and the contract resulting therefromunder the Invitation shall be governed by and construed in accordance with the lawsof Singapore and you irrevocably submit to the non-exclusive jurisdiction of theSingapore courts;A-12

(b)(c)(d)(e)neither our Company, the Manager nor the Participating Banks shall be liable for anydelays, failures or inaccuracies in the recording, storage or in the transmission or deliveryof data relating to your Electronic Application to us or CDP due to breakdowns or failure oftransmission, delivery or communication facilities or any risks referred to in paragraph 9above or to any cause beyond their respective controls;in respect of Offer Shares for which your Electronic Application has been successfullycompleted and not rejected, acceptance of your Electronic Application shall beconstituted by written notification by or on behalf of our Company and not otherwise,notwithstanding any payment received by or on behalf of our Company;you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application; andin making your application, reliance is placed solely on the information contained in theProspectus and that neither our Company, the Manager, the Underwriter, the PlacementAgent nor any other person involved in the Invitation shall have any liability for anyinformation not so contained.INSTRUCTIONS FOR ELECTRONIC APPLICATIONS THROUGH ATMS AND THE IB WEBSITE OFUOB GROUPThe instructions for Electronic Applications will appear on the ATM screens and the IB websitescreens of the respective Participating Banks. For illustration purposes, the steps for making anElectronic Application through UOB Group's ATMs or through the IB website of UOB Group areshown below. Instructions for Electronic Applications appearing on the ATM screens and the IBwebsite screens (if any) of the relevant Participating Banks (other than UOB Group) may differ fromthat represented below.Due to space constraints on UOB Group's ATM screen, the following terms will appear in abbreviatedform:±``&'' : and`À/C'' and `À/CS'' : Account and Accounts, respectively`ÀDDR'' : Address`ÀMT'' : Amount`ÀPPLN'' : Application``CDP'' : The Central Depository (Pte) Limited``CPF'' : Central Provident Fund``CPFINVT A/C'' : CPF Investment Account`ÈSA'' : Electronic Share Application`ÌC/PSSPT'' : NRIC or Passport Number``NO'' or ``NO.'' : Number``Personal No.'' : Personal Identi®cation Number``Registrars'' : Share Registrars``SCCS'' : Securities Clearing Computer Services (Pte) Ltd`ÙOB/ICB CPFIS'' : UOB or ICB CPF Investment Scheme``YR'' : YourA-13

Steps for Electronic Applications through the ATMs of UOB GroupStep 1 : Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key inyour personal identi®cation number2 : Select ``CashCard/Other Transactions''3 : Select ``Securities Application''4 : Select `ÈSA-Fixed''5 : Select the share counter which you wish to apply for6 : Read and understand the following statements which will appear on the screen:±Ð This Offer of securities (or units of securities) will be made in, or accompaniedby, a copy of the Prospectus/document or pro®le statement. Anyone wishingto acquire these securities (or units of securities) will need to make anapplication in the manner set out in the Prospectus/document or pro®lestatement(Customer to press `Ènter'' to continue)Ð Please call 1800-22-22-121 if you would like to ®nd out where you can obtaina copy of the prospectus/documentÐ Where applicable, a copy of the Prospectus/document has been lodged withand registered by the Monetary Authority of Singapore who assumes noresponsibility for the contents of the prospectus/documentPress the `Ènter'' key to con®rm that you have read and understood the abovestatements7 : Read and understand the following terms which will appear on the screen:±Ð You have read, understood agreed to all the terms of the Prospectus/document and this Electronic ApplicationÐ You consent to disclose YR name IC/PSSPT Nationality ADDR APPLN AMTCPFINVT A/C NO AND CDP A/C NO from YR A/CS to CDP CPF SCCSRegistrars and issuerÐ This is YR only ®xed price APPLN & is in YR name and at YR risk(Customer to press `Ènter'' to continue)8 : Screen will display:±NRIC/Passport No. XXXXXXXXXXXIf your NRIC NO/PASSPORT NO. is incorrect, please cancel the transaction andnotify the branch personally.(Customer to press ``Cancel'' or ``Con®rm'')9 : Select mode of payment i.e. ``Cash Only''. Customer will be prompted to selectCash A/c type to debit (i.e., Current A/c or Saving A/c). Should customer have afew A/cs linked to this ATM card, a list of linked A/cs Number will be displayedfor the customer to select10 : After you have selected the Account, your CDP A/c No. will be displayed forcustomer to con®rm or change (This screen with CDP A/c No. will be shown forcustomers whose CDP No. is already stored in our ATM system). For customersusing UOB ATM's for the ®rst time to apply for IPO, the CDP No. will not bestored in our ATM system, hence the screen below will be displayed for the inputof your CDP No. Read and understand the following terms which will appear on thescreen:±Ð Please do not apply for your joint A/C holder or other third partiesÐ Please use your own ATM cardA-14

ÐÐÐDo not key in the CDP A/C No. of your joint A/C holder or other third partiesKey in your CDP A/C No. (12 Digits) 1681-XXXX-XXXXPress Enter key11 : Key in your CDP Securities Account number (12 digits) and press the `Ènter'' key12 : Select your nationality status13 : Key in the number of Shares you wish to apply for and press the `Ènter'' key14 : Check the details of your Electronic Application on the screen and press `Ènter''key to con®rm your Electronic Application15 : Select ``NO'' if you do not wish to make any further transactions and remove theTransaction Record. You should keep the Transaction Record for your ownreference onlyOwing to space constraints on UOB Group's IB web-site screens, the following terms will appear inabbreviated form:±``CDP'' : The Central Depository (Pte) Limited``CPF' : The Central Provident Fund``NRIC'' or `Ì/C'' : National Registration Identity Card``PR'' : Permanent Resident``SGD'' or ``$'' : Singapore Dollars``SCCS'' : Securities Clearing & Computer Services (Pte) Ltd``SGX-ST'' : Singapore Exchange Securities Trading LimitedSteps for Internet Electronic Applications through the IB website of UOB GroupStep 1 : Connect to UOB web-site at http://www.uobgroup.com2 : Locate the Login icon at the top title bar of the Home Page3 : Click on Login > to UOB > Personal Internet Banking4 : Enter your Username and Password and click ``Submit''5 : Select Investment Services (IPO Application should be the default transaction thatappears, if not click IPO Application)6 : Read the IMPORTANT notice and complete the declarations found on the bottomof the page by answering Yes/No to the questions7 : Click ``Continue''8 : Select your country of residence (you must be residing in Singapore to apply), andclick ``continue''9 : Select the IPO counter from the drop list (if there are concurrent IPOs, and click``continue'')10 : Check the share counter and select the mode of payment and account to debit,and click on ``continue''A-15

11 : Read the IMPORTANT instructions and click on ``Con®rm'' to con®rm that:±(a)(b)(c)(d)(e)(f)You have read, understood and agreed to all the terms and conditions of thisapplication and the Prospectus.You consent to the disclosure of your name, I/C or passport number, address,nationality, CDP Securities account number, CPF Investment account number,and application details to the share registrars, CDP, SGX-ST, SCCS, CDP,CPF Board and Issuer/vendor(s).This application is made in your own name and at your own risk.For FIXED/MAX price share application, this is your only application. ForTENDER price share application, this is your only application for this share atthe selected tender price.For FOREIGN CURRENCY securities, subject to the terms of the issue, pleasenote the following: The application monies will be debited from your bankaccount in S$, based on the Bank's prevailing board rates at the time ofapplication. The different prevailing board rates at the time of application andat the time of refund of application moneys may result in either a foreignexchange pro®t or loss, or application moneys may be debited and refundscredited in S$ at the same exchange rate.For 1 ST -COME-1 ST SERVE securities, the number of securities applied for maybe reduced, subject to the availability at the point of application.12 : Check your personal details, details of the share counter you wish to apply for andaccount to debit.Enter (a) your CDP securities account number; and(b)the number of shares applied for.13 : Check details of your application, your NRIC/Passport number, CDP securitiesaccount and the number of shares applied for, share counter, payment mode andaccount to debit.14 : Click ``Con®rm'', `Èdit'' or ``Cancel''.15 : Print the Con®rmation Screen (optional) for your reference.A-16

APPENDIX BNUTRACEUTICAL PRODUCTS DISTRIBUTION ACTIVITIESDistribution RightsNutri-Active has the distribution rights of the following nutraceutical products:±Brand Description (1) Agreement Date Territory ExclusiveGNC productsRange of healthsupplements andsports nutrition for allages1 January 1995 and17 August 2000Singapore,Malaysia (2)and PRC (3)YesPycnogenolHealth supplements foradults and kids1 November 1997and 1 September2002Singapore, Malaysia,Brunei, Indonesia,Vietnam, Laos, PRCand Hong KongYesIrwin Naturals,Nature's Secret, 151Bars, New Nature'sSecret Products,Inholtra, Cholestaid,VeromaxHealth supplements foradults and kids1 September 2002 Singapore, Malaysiaand BruneiÐNatural BalanceproductsHealth supplements foradults and kids5 March 2001 and10 September 2002SingaporeYesGrifonHealth supplements foradults and kids2 June 2000 and 1September 2001and 22 January2002 and 1 August2002Singapore andMalaysiaYesMuscletechSports nutrition foradults19 March 2001 and27 August 2002Singapore, Malaysiaand PRCÐBiotechHealth supplements foradults and kids13 March 2001 and27 August 2002Singapore, Malaysiaand PRCÐInnovative NaturalHealth supplements foradults and kids15 August 1999 Singapore andMalaysiaÐSolarayHealth supplements foradults1 September 1999and 1 September2002Singapore andBruneiYesMHP productsSports nutrition andnutritional supplements12 March 2001 Singapore andMalaysiaYesEarth's Bounty Food supplements 1 August 1999 and 5September 2001and 5 November2001Singapore, Malaysiaand Mauritius (4)YesLiveriteHealth supplements foradults31 March 2001 and9 February 2002 and6 February 2002Singapore andMalaysiaYesB-1

Brand Description (1) Agreement Date Territory ExclusivePromensil, Trinovinand RimostilHealth supplements foradults11 April 2001 Singapore andMalaysiaYesDesigner Protein Sports nutrition 1 July 2001 and 28August 2002Singapore andMalaysiaYesLongevitrol Nutritional supplements 23 April 2001 Singapore YesUltraMax hgH Nutritional supplements 1 December 2001 Singapore, Malaysiaand BruneiEAS Sports nutrition 17 September 2002 Singapore andBrunei (5)YesYesCheat's & Lean FatBlocker and Cheat's& Lean Carb.BlockerHealth supplements foradults8 March 2002 Singapore YesNotes:±1. The distribution rights may not relate to all products sold under any particular Brand or by the relevant Principal.2. Does not include US military bases located therein.3. Mainland China (excluding Hong Kong, Macao and US military bases located therein). However, distribution is subject toregistration of products in the PRC.4. Only for certain products.5. Does not include the U.S. military installations in Singapore and Brunei (if any).In addition, pursuant to an agreement dated 1 December 2002 between GNC Inc and Victoria House(C), Victoria House (C) acquired exclusive distribution rights for GNC branded health supplements andsports nutrition, for the territory of PRC (excluding Hong Kong, Macau and United States militarybases therein). However, registration in the PRC of such health supplements and sports nutritionmust be obtained before distribution of such products may commence in the PRC.The distribution rights granted to Nutri-Active or Victoria House (C) (as the case may be ) are generallyfor 1 to 5 year durations unless earlier terminated with notice of between 2 weeks to 2.5 months.Generally, the distribution rights are renewable with the mutual agreement of Nutri-Active or VictoriaHouse (C) (as the case may be) and the respective principal and we normally seek for a renewal ofsuch rights at least 6 months in advance so as to enable us to source for alternative distributionrights in the event the existing distribution rights are not renewed.B-2

APPENDIX CRULES OF THE GLOBAL ACTIVE SHARE OPTION SCHEME1. NAME OF THE SCHEMEThe Scheme shall be called the ``Global Active Share Option Scheme''.2. DEFINITIONS2.1 Unless the context otherwise requires, the following words and expressions shall have thefollowing meanings:±`Àct''The Companies Act, Chapter 50 of Singapore as amendedor modi®ed from time to time`Àdoption Date'' The date on which the Scheme is adopted by theCompany in general meeting`Àggregate Subscription Cost''`Àuditors''``Board''``CDP''The total amount payable for the Shares to be subscribedfor on the exercise of an OptionThe auditors for the time being of the CompanyThe board of directors of the CompanyThe Central Depository (Pte) Limited``Company'' Global Active Limited, a company incorporated inSingapore``Controlling Shareholder''``CPF''``Depository Agent''``Discounted Option''`Èmployee''`Èxecutive Director''``Grantee''``Group''``market day''A person who holds directly or indirectly 15% or more ofthe nominal amount of all voting shares in the Companyor a person who in fact exercises control over theCompanyCentral Provident FundAn entity registered as a depository agent with CDP for thepurpose of maintaining securities sub-accounts for its ownaccount and for the account of othersThe right to subscribe for Shares granted pursuant to theScheme and for the time being subsisting, and in respectof which the Subscription Price is determined inaccordance with Rule 7.2An employee of the Company and/or its subsidiaries whois selected by the Scheme Committee to participate in theScheme in accordance with Rule 4.1(a)A director of the Company and/or its subsidiaries whoperforms an executive function and who is selected by theScheme Committee to participate in the Scheme inaccordance with Rule 4.1(b)A person to whom an offer of an Option is madeThe Company and its subsidiariesA day on which the SGX-ST is open for trading in securitiesC-1

``Market Price''``Market Price Option''`Òffering Date''`Òption''`Òption Period''``Participant''``Rules''``Scheme''``Scheme Committee''``SGX-ST''``Shares''``Subscription Price''``subsidiary''``trading day''``Vesting Schedule''``$''``%''In relation to a Share, shall mean the price as determined inaccordance with Rule 7.1The right to subscribe for Shares granted pursuant to theScheme and for the time being subsisting, and in respectof which the Subscription Price is determined inaccordance with Rule 7.1The date on which the offer of the grant of an Option ismade pursuant to Rule 6.1A Market Price Option or a Discounted Option, as the casemay beThe period for the exercise of an Option, being:±(a) in the case of a Market Price Option granted to anEmployee or Executive Director, a periodcommencing on the ®rst anniversary of the OfferingDate and expiring on the day preceding the tenthanniversary of such Offering Date, subject asprovided in Rules 8 and 9; and(b) in the case of a Discounted Option granted to anEmployee or Executive Director, a periodcommencing on the second anniversary of theOffering Date and expiring on the day preceding thetenth anniversary of such Offering Date, subject asprovided in Rules 8 and 9The holder of an OptionThe rules of the Scheme, as the same may be amendedfrom time to timeThe Global Active Share Option Scheme, as modi®ed oraltered from time to timeA committee comprising directors of the Company, dulyauthorised and appointed by the Board to administer theSchemeSingapore Exchange Securities Trading LimitedShares of $0.05 each in the capital of the CompanyThe price at which (subject to any adjustment pursuant toRule 11) a Participant shall subscribe for each Share uponthe exercise of an Option as determined in accordancewith Rule 7.1 in relation to a Market Price Option, andRule 7.2 in relation to a Discounted OptionA subsidiary of the Company from time to time, within themeaning ascribed to it under the ActA day on which there is a transaction in the Shares on theSGX-STA schedule of dates falling within the Option Period atwhich Shares which are the subject of the Option shall, inwhole or in part, vest in the ParticipantSingapore dollarsPercentage or per centumC-2

2.2 For the purposes of the Scheme:±(a) in relation to a company, ``control'' means the capacity to dominate decision-making,directly or indirectly, in relation to the financial and operating policies of that company;(b) unless rebutted, a person who holds directly or indirectly, a shareholding of 15% or more ofthe Company's issued share capital shall be presumed to be a Controlling Shareholder; and(c) in relation to a Controlling Shareholder, his `àssociate'' means his parent, sibling, spouse,or child (including adopted or step child).2.3 Any reference in the Scheme to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any word de®ned under the Act and used in these Rules shallhave the meaning assigned to it under the Act.2.4 Words importing the singular number shall include the plural number where the context admitsand vice versa. Words importing the masculine gender shall include the feminine gender wherethe context admits.2.5 Any reference to a time of day shall be a reference to Singapore time.3. OBJECTIVESThe Scheme is a share incentive scheme. The purpose of the Scheme is to provide anopportunity for Employees and Executive Directors to participate in the equity of the Companyso as to motivate them to greater dedication, loyalty and higher standards of performance. TheScheme is proposed on the basis that it is important to acknowledge the contribution, which isessential to the well-being and prosperity of the Group, made by these persons. The Company,by adopting the Scheme, will give these persons a real and meaningful stake in the Companyand will help to achieve the following objectives:±(a) the giving of recognition to achievements and contributions of participants throughownership in the equity of the Company to enable them to share in the success of theGroup, leading to the development of a participatory style of management which instillsloyalty and a stronger sense of identification with the long term goals of the Group;(b) the promotion of staff morale leading to the retention of employees of the Group whosecontributions are important to the long term growth and prosperity of the Group;(c) the motivation of participants to optimise standards and efficiency and to maintain a highlevel of contribution and the encouragement of participants towards higher standards ofperformance and commitment by linking their performance to that of the Group's;(d) the attainment of harmonious employee/staff relations;(e) the making of total compensation more attractive and competitive in order for the Group toattract, retain and motivate talented employees; and(f) the enhancement of the value of the Company in the long term.4. ELIGIBILITY4.1 The following persons, subject to any provisions as may be determined by the SGX-ST, shall beeligible to participate in the Scheme at the absolute discretion of the Scheme Committee:±(a) confirmed employees of the Company and/or its subsidiaries who have attained the age of21 years; and(b) directors of the Company and/or its subsidiaries who perform an executive function.4.2 Persons who are Controlling Shareholders or their associates shall (notwithstanding that theymay meet the eligibility criteria in Rule 4.1) not participate in the Scheme.C-3

4.3 Persons who are eligible to participate in the Scheme may also be eligible to participate in anyother share option or incentive scheme implemented by the Company for their bene®t. There isno restriction on the participation by persons selected to participate in the Scheme alsoparticipating in any other share option or incentive scheme implemented by any othercompany, whether within or outside the Group.4.4 All participation is subject to the Rules herein and shall be at the absolute discretion of theScheme Committee. In determining the participants, the Scheme Committee will take intoaccount, inter alia, the objectives of the Scheme detailed in Rule 3 above.5. LIMITATIONS UNDER THE SCHEME5.1 The aggregate number of Shares over which the Scheme Committee may grant Options on anydate, when added to the number of Shares issued and issuable in respect of all Options grantedunder the Scheme, shall not exceed 15% of the issued share capital of the Company on the daypreceding that date or such other percentage as may be permitted under the prevailing rules ofthe SGX-ST.5.2 The number of Shares comprised in any Option to be offered to any eligible Participant inaccordance with the Scheme shall be determined at the absolute discretion of the SchemeCommittee, who shall take into account criteria such as his rank, his past performance, yearsof service and potential for future development of that employee.6. GRANT AND ACCEPTANCE OF OPTIONS6.1 The Committee may, subject as provided in Rule 5, grant Options at any time and from time totime, provided that in the event that an announcement on any matter of an exceptional natureinvolving unpublished price sensitive information is imminent, Options may only be granted onor after the ®fth market day from the date on which the aforesaid announcement is released.6.2 The Letter of Offer to grant the Option shall be in, or substantially in, the form set out in ScheduleC1, subject to such modi®cation as the Scheme Committee may from time to time determine.6.3 An Option shall be personal to the Participant to whom it is granted and shall not be transferred(other than to a Participant's personal representative on the death of that Participant), charged,assigned, pledged or otherwise disposed of, in whole or in part, unless with the prior writtenapproval of the Scheme Committee.6.4 The grant of an Option under this Rule 6 shall be accepted within thirty (30) days from theOffering Date of that Option and, in any event, not later than 5.00 p.m. on the thirtieth (30th)day from such Offering Date by completing, signing and returning the Acceptance Form in, orsubstantially in, the form set out in Schedule C2, subject to such modi®cation as the SchemeCommittee may from time to time determine, accompanied by payment of $1.00 asconsideration. The Grantee may accept or refuse the whole or part of the offer.6.5 If a grant of an Option is not accepted in the manner as provided in Rule 6.4, such offer shall,upon the expiry of the thirty (30) day period, automatically lapse and become null, void and of noeffect.7. SUBSCRIPTION PRICE7.1 The Subscription Price for each Share in respect of which a Market Price Option is exercisableshall be determined by the Scheme Committee at its absolute discretion, and ®xed by theScheme Committee at a price equal to the average of the last dealt prices for a Share, asdetermined by reference to the daily of®cial list made available by the SGX-ST, for the threeconsecutive trading days immediately preceding the Offering Date of that Option, rounded upto the nearest whole cent and shall not in any event be less than the nominal par value of theShare.C-4

7.2 The Subscription Price for each Share in respect of which a Discounted Option is exercisableshall be determined by the Scheme Committee at its absolute discretion, and ®xed by theScheme Committee at a price, rounded up to the nearest whole cent, which is set at adiscount to the Market Price (as determined in accordance with Rule 7.1), provided that themaximum discount shall not exceed 20% of the Market Price and shall not in any event be lessthan the nominal par value of the Share.7.3 Where the Subscription Price, as determined under the foregoing provisions of this Rule 7, isless than the par value of a Share, the Subscription Price shall be the par value.7.4 The Subscription Price shall be subject to adjustment pursuant to Rule 11.7.5 Subject as otherwise expressly provided in these Rules, a Discounted Option shall not beexercised earlier than the second anniversary of its date of grant.8. RIGHTS TO EXERCISE OPTIONS8.1 Subject as provided in this Rule 8 and in Rule 9, each Option shall be exercisable, in whole or inpart, during the Option Period applicable to that Option subject to any conditions, including aVesting Schedule, that may be imposed by the Scheme Committee in relation to the vesting ofany Shares comprised in that Option.8.2 An Option shall, to the extent unexercised, immediately lapse without any claim against theCompany:±(a)(b)(c)subject to Rules 8.3 and 8.4, upon the Participant ceasing for any reason whatsoever to bein the employment of the Group or in relation to an Executive Director, upon the ceasing ofhis employment with the Company or its subsidiaries or upon the ceasing of hisappointment as an executive director; orupon the bankruptcy of the Participant or the happening of any other event which results inhis being deprived of the legal or beneficial ownership of such Option; orin the event of any misconduct on the part of the Participant as determined by the SchemeCommittee in its discretion.For the purpose of Rule 8.2(a), the Participant shall be deemed to have ceased to be soemployed as of the date the notice of termination of employment is tendered by or is given tohim.8.3 If a Participant ceases to be employed by the Group, as the case may be, by reason of his:±(a) ill health, injury or disability (in each case, evidenced to the satisfaction of the SchemeCommittee);(b) redundancy or retrenchment;(c) retirement at or after the legal retirement age; or(d) retirement before the legal retirement age with the consent of the Scheme Committee,or any other compassionate reason approved in writing by the Scheme Committee, he may, atthe discretion of the Scheme Committee, exercise any Option either in full or only in respect ofsuch Shares comprised in that Option for which he would have been entitled to exercisepursuant to Rule 8.1 within such period after the date of such cessation of employment as maybe determined by the Scheme Committee in its absolute discretion (but before the expiration ofthe Option Period in respect of that Option), and upon the expiration of such period, the Optionshall lapse. The Committee in exercising such discretion, may allow the Option to be exercisedat any time (and, in relation to an Discounted Option, provided that the Scheme Committee hasdetermined that the Option is not to be cancelled, the Subscription Price applicable to thatOption shall be the initial Subscription Price subject to any discount determined by the SchemeCommittee), notwithstanding that the date of exercise of such Option falls on a date prior to the®rst day of the Option Period in respect of such Option.C-5

8.4 If a Participant ceases to be employed in or to be a director in the Group:±(a) by reason of the company in which he is employed or of which he is a director ceasing tobe a company within the Group, or the undertaking or part of the undertaking of suchcompany being transferred otherwise than to another company in the Group; or(b) for any other compassionate reason provided the Scheme Committee gives its consent inwriting,he may, at the absolute discretion of the Scheme Committee exercise any Option then remainingunexercised in the manner and at the times provided in Rule 8.1 or within such other periodduring the Option Period as may be determined by the Scheme Committee in its absolutediscretion, provided that Rules 8.2, 8.3, 8.5 and 8.6 will continue to apply during that period asthough the event contemplated in this Rule 8.4 did not occur.8.5 If a Participant dies and at the date of his death holds any unexercised Option, such Option may,at the discretion of the Scheme Committee, be exercised by the duly appointed personalrepresentatives of the Participant within such period after his death as may be determined bythe Scheme Committee in its absolute discretion (but before the expiration of the Option Periodin respect of that Option), and upon the expiration of such period, the Option shall lapse. Suchexercise shall, at the discretion of the Scheme Committee, either be in full or only in respect ofsuch Shares comprised in that Option for which the Participant would have been entitled toexercise pursuant to Rule 8.1. The Scheme Committee may, in exercising such discretion,allow the Option to be exercised at any time, notwithstanding that the date of exercise of suchOption falls on a date prior to the ®rst day of the Option Period in respect of such Option.8.6 If, for any reason whatsoever, a Participant (being an Executive Director) ceases to be a memberof the relevant board, any Option then held by him shall, to the extent unexercised, immediatelylapse without any claim against the Company, unless otherwise determined by the SchemeCommittee in its absolute discretion. Such discretion shall be exercised by the SchemeCommittee where there are strong justi®cations under the prevailing circumstances to do so,including, but not limited to, any unfairness caused to the Participant by the lapse of theOption, taking into account factors including, but not limited to, the reasons for theParticipant's cessation in his relevant position and the past contributions made by theParticipant. In exercising such discretion, the Scheme Committee may also determine theperiod during which such Option may continue to be exercisable, provided that such periodmay not in any event exceed the Option Period applicable to such Option. Such exercise shall,at the discretion of the Scheme Committee, either be in full or only in respect of such Sharescomprised in that Option for which the Participant would have been entitled to exercisepursuant to Rule 8.1. The Scheme Committee may, in exercising such discretion, allow theOption to be exercised at any time (and, in relation to an Discounted Option, provided that theScheme Committee has determined that the Option is not to be cancelled, the SubscriptionPrice applicable to that Option shall be the initial Subscription Price subject to any discountdetermined by the Scheme Committee), notwithstanding that the date of exercise of suchOption falls on a date prior to the ®rst day of the Option Period in respect of such Option.9. TAKE-OVER AND WINDING-UP OF THE COMPANY9.1 Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for theShares, a Participant shall be entitled to exercise in full or in part any Option held by him and asyet unexercised, in the period commencing on the date on which such offer is made or, if suchoffer is conditional, the date on which such offer becomes or is declared unconditional, as thecase may be, and ending on the earlier of:±(a) the expiry of six months thereafter, or such later date as may be determined, prior to theexpiry of such six-month period, at the recommendation of the offeror and with theapprovals of the Scheme Committee and the SGX-ST; or(b) the date of expiry of the Option Period relating thereto,C-6

whereupon the Option then remaining unexercised shall lapse, Provided that if during suchperiod, the offeror becomes entitled or bound to exercise rights of compulsory acquisitionunder the provisions of the Act and, being entitled to do so, gives notice to the Participantsthat it intends to exercise such rights on a speci®ed date, the Option shall remain exercisableby the Participant until the expiry of such speci®ed date or the expiry of the Option Periodrelating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that therights of acquisition or obligations to acquire shall have been exercised or performed, as thecase may be. If such rights or obligations have not been exercised or performed, the Optionshall, subject to Rule 8, remain exercisable until the expiry of the Option Period relating thereto.9.2 If under the Act, the court sanctions a compromise or arrangement proposed for the purposesof, or in connection with, a scheme for the reconstruction of the Company or its amalgamationwith another company or companies, each Participant shall be entitled, notwithstanding Rule 8but subject to Rule 9.5, to exercise any Option then held by him during the period commencingon the date upon which the compromise or arrangement is sanctioned by the court and endingeither on the expiry of sixty (60) days thereafter or the date upon which the compromise orarrangement becomes effective, whichever is later (but not after the expiry of the Option Periodrelating thereto), whereupon the Option shall lapse and become null and void.9.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all Options,to the extent unexercised, shall lapse and become null and void.9.4 In the event of a members' voluntary winding-up (other than for amalgamation or reconstruction),the Participant shall be entitled, within thirty (30) days of the passing of the resolution of suchwinding-up (but not after the expiry of the Option Period relating thereto), to exercise anyunexercised Option, after which such unexercised Option shall lapse and become null and void.9.5 If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referredto in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which arecon®rmed in writing by the Auditors or other quali®ed ®nancial consultants, acting only asexperts and not as arbitrators, to be fair and reasonable) for the compensation of Participants,whether by the continuation of their Options or the payment of cash or the grant of otheroptions or otherwise, a Participant holding an Option, as yet not exercised, may not, at thediscretion of the Scheme Committee, be permitted to exercise that Option as provided for inthis Rule 9.9.6 To the extent that an Option is not exercised within the periods referred to in this Rule 9, it shalllapse and become null and void.9.7 Any exercise of a Discounted Option pursuant to this Rule 9 shall, provided that the SchemeCommittee has determined that the Option is not to be cancelled, be at the initial SubscriptionPrice applicable to that Option subject to any discount determined by the Scheme Committee.10. EXERCISE OF OPTIONS10.1 An Option may be exercised, in whole or in part, by a Participant giving notice in writing to theCompany in, or substantially in, the form of the Exercise Notice set out in Schedule C3, subjectto such modi®cation as the Scheme Committee may from time to time determine. The ExerciseNotice, duly completed, must be accompanied by a remittance for the Aggregate SubscriptionCost in respect of the Shares for which that Option is exercised and any other documentationwhich the Scheme Committee may require, failing which the Option shall not be treated asvalidly exercised. All payments made shall be made by cheque, cashiers' order, banker's draftor postal order made out in favour of the Company or such other mode of payment as may beacceptable to the Company.C-7

10.2 Subject to such consents or other required action of any competent authority under anyregulations or enactments for the time being in force as may be necessary and subject to thecompliance with the terms of the Scheme and the Memorandum and Articles of Association ofthe Company, the Company shall, within ten (10) market days after the exercise of an Option,allot the relevant Shares and, within ®ve (5) market days from the date of the allotment of therelevant Shares, despatch the share certi®cates in respect of such Shares by ordinary post orsuch other mode as the Scheme Committee may deem ®t.The Company shall, as soon as practicable after such allotment, apply to the SGX-ST (and anyother stock exchange on which the Shares are quoted or listed) for permission to deal in and forquotation of such Shares.10.3 Shares which arise on the exercise of an Option by a Participant shall be allotted and issued inthe name of CDP for credit of the relevant number of Shares to the securities account of thatParticipant maintained with CDP, the securities sub-account maintained with a DepositoryAgent or (if applicable) the CPF investment account maintained with a CPF agent bank,Provided that Shares which arise on the exercise of an Option by a Participant who is not aSingapore citizen shall (if so required by the relevant authorities) be allotted and issued in thename of CDP for the credit of the relevant number of Shares to a separate securities subaccountto be opened by that Participant with a Depository Agent appointed by that Participantwhich has been selected by the Company and shall, for as long as the Shares are bene®ciallyowned by that Participant, remain so registered. Such securities sub-account shall be openedby that Participant solely for the purpose of transacting in Shares allotted to that Participantpursuant to the Scheme. All charges levied by the Depository Agent including transactioncharges and all expenses incurred by the Depository Agent from time to time shall be borne bythat Participant.10.4 Shares allotted and issued on exercise of an Option shall be subject to all the provisions of theMemorandum and Articles of Association of the Company, and shall rank in full for allentitlements, including dividends or other distributions declared or recommended in respect ofthe then existing Shares, the Record Date for which is on or after the relevant date upon whichsuch exercise occurred, and shall in all other respects rank pari passu with other existing Sharesthen in issue. ``Record Date'' means the date ®xed by the Company for the purposes ofdetermining entitlements to dividends or other distributions to or rights of holders of Shares.10.5 The Company shall keep available suf®cient unissued Shares to satisfy the full exercise of allOptions for the time being remaining capable of being exercised.11. VARIATION OF CAPITAL11.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation ofprofits or reserves or rights issue, reduction, sub-division, consolidation or distribution) shall takeplace, then:±(a) the Subscription Price for the Shares, the par value, class and/or number of Sharescomprised in the Option to the extent unexercised; and/or(b) the par value, class and/or number of Shares over which Options may be granted under theScheme,shall be adjusted in such manner as the Scheme Committee may determine to be appropriateand except in relation to a capitalisation issue, upon the written con®rmation by the Auditors orother quali®ed ®nancial consultants appointed by the Scheme Committee (acting only as expertsand not as arbitrators), that in their opinion, such adjustment is fair and reasonable.11.2 Notwithstanding the provisions of Rule 11.1, no such adjustment shall be made:±(a) if as a result, the Subscription Price shall fall below the par value of a Share and if suchadjustment would but for this paragraph (a) result in the Subscription Price being lessthan the par value of a Share, the Subscription Price payable shall be the par value; andC-8

(b)unless the Scheme Committee after considering all relevant circumstances, considers itequitable to do so.11.3 The following (whether singly or in combination) shall not be regarded as events requiringadjustment:±(a)(b)(c)(d)any issue of securities as consideration for an acquisition or a private placement ofsecurities;any increase in the number of issued Shares as a consequence of the exercise of optionsor other convertibles issued from time to time by the Company entitling holders thereof toacquire new Shares in the capital of the Company (including the exercise of any Optionsgranted pursuant to the Scheme and any previous scheme(s));any issue of Shares pursuant to any scrip dividend scheme for the time being of theCompany; andany reduction in the number of issued Shares as a result of the cancellation of issuedShares purchased by the Company by way of market purchase(s) effected on the SGX-STpursuant to a share purchase mandate (or any renewal thereof) given by the shareholdersof the Company in general meeting and for the time being in force.11.4 Upon any adjustment required to be made pursuant to the foregoing provisions of this Rule 11,the Company shall notify the Participant (or his duly appointed personal representatives, whereapplicable) in writing and deliver to him (or his duly appointed personal representatives, whereapplicable) a statement setting forth the Subscription Price thereafter in effect and the parvalue, class and/or number of Shares thereafter to be issued on the exercise of the Option. Anyadjustment shall, unless otherwise stated therein, take effect upon such written noti®cation beinggiven.12. ADMINISTRATION OF THE SCHEME12.1 Scheme shall be administered by the Scheme Committee in its absolute discretion with suchpowers and duties as are conferred on it by the Board, provided that no member of theScheme Committee shall participate in any deliberation or decision in respect of Optionsgranted or to be granted to him.12.2 The Scheme Committee shall have the power, from time to time, to make and vary suchregulations (not being inconsistent with the Scheme) for the implementation and administrationof the Scheme as it thinks ®t.12. Any decision of the Scheme Committee made pursuant to any provision of the Scheme (otherthan a matter to be certi®ed by the Auditors or other quali®ed ®nancial consultants) shall be®nal and binding, including any decisions pertaining to the quantum of discount pursuant toRule 7.2, or to disputes as to the interpretation of the Scheme or any rule, regulation,procedure thereunder or as to any rights under the Scheme.13. NOTICES13.1 Any notice required to be given by a Participant to the Company shall be sent or made to theregistered of®ce of the Company or such other addresses as may be noti®ed by the Companyto him in writing.13.2 Any notices or documents required to be given to a Participant or any correspondence to bemade between the Company and the Participant shall be given or made by the SchemeCommittee (or such person(s) as it may from time to time direct) on behalf of the Company andshall be delivered to him by hand or sent to him at his home address according to the records ofthe Company or the last known address of the Participant and if sent by post, shall be deemedto have been given on the day following the date of posting.C-9

14. MODIFICATIONS TO THE SCHEME14.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and fromtime to time by resolution of the Scheme Committee, except that:±(a) no modification or alteration shall alter adversely the rights attaching to any Option grantedprior to such modification or alteration except with the consent in writing of such number ofParticipants who, if they exercised their Options in full, would thereby become entitled tonot less than three-quarters in nominal amount of all the Shares which would fall to beallotted upon exercise in full of all outstanding Options;(b) the definitions of ``Group'', `Èmployee'', `Èxecutive Director'', ``Controlling Shareholder'',``Scheme Committee'', `Òption Period'', ``Grantee'', ``Participant'' and ``SubscriptionPrice'' and the provisions of Rules 4, 5, 6, 7, 9, 10.1, 10.4, 12 and this Rule 14 shall notbe altered to the advantage of Participants except with the prior approval of theCompany's shareholders in general meeting; and(c) no modi®cation or alteration shall be made without the prior approval of the relevantregulatory authority (as may be necessary), or any stock exchange on which the Sharesare quoted or listed.14.2 Notwithstanding anything to the contrary contained in Rule 14.1, the Scheme Committee may atany time by resolution (and without other formality, save for the prior approval of the SGX-ST)amend or alter the Scheme in any way to the extent necessary to cause the Scheme to complywith any statutory provision or the regulations of any regulatory or other relevant authority orbody (including the SGX-ST).14.3 Written notice of any modi®cation or alteration made in accordance with this Rule 14 shall begiven to all Participants.15. TERMS OF EMPLOYMENT UNAFFECTEDThe terms of employment of a Participant shall not be affected by his participation in theScheme, which shall neither form part of such terms nor entitle him to take into account suchparticipation in calculating any compensation or damages on the termination of his employmentfor any reason.16. DURATION OF THE SCHEME16.1 The Scheme shall continue to be in force at the discretion of the Scheme Committee, subject toa maximum period of ten (10) years commencing on the Adoption Date, provided always that theScheme may continue beyond the above stipulated period with the approval of the Company'sshareholders by ordinary resolution in general meeting and of any relevant authorities which maythen be required.16.2 The Scheme may be terminated at any time by the Scheme Committee or by resolution of theCompany in general meeting subject to all relevant approvals which may be required and if theScheme is so terminated, no further Options shall be offered by the Company hereunder.16.3 The termination of the Scheme shall not affect Options which have been granted and acceptedas provided in Rule 6.4, whether such Options have been exercised (whether fully or partially) ornot. Any Vesting Schedule appertaining to Options granted continues to apply and the SchemeCommittee continues to have authority in the case of outstanding Discounted Options to cancelsuch Options and to ®x any discounts as the case may be.17. TAXESAll taxes (including income tax) arising from the exercise of any Option granted to any Participantunder the Scheme shall be borne by that Participant.C-10

18. COSTS AND EXPENSES18.1 Each Participant shall be responsible for all fees of CDP, the Depository Agent or (if applicable)the CPF agent bank relating to or in connection with the issue and allotment of any Sharespursuant to the exercise of any Option in CDP's name, the deposit of share certi®cate(s) withCDP, the Participant's securities account with CDP, or the Participant's securities sub-accountwith a Depository Agent or (if applicable) CPF investment account with a CPF agent bank.18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly providedin the Scheme to be payable by the Participants, all fees, costs and expenses incurred by theCompany in relation to the Scheme including but not limited to the fees, costs and expensesrelating to the allotment and issue of Shares pursuant to the exercise of any Option shall beborne by the Company.19. DISCLAIMER OF LIABILITYNotwithstanding any provisions herein contained, the Scheme Committee, the Board and theCompany shall not under any circumstances be held liable for any costs, losses, expenses anddamages whatsoever and howsoever arising in any event, including but not limited to theCompany's delay in issuing the Shares or applying for or procuring the listing of the Shares onthe SGX-ST in accordance with Rule 10.2 (and any other stock exchange on which the Sharesare quoted or listed).20. DISCLOSURES IN ANNUAL REPORTSThe following disclosures (as applicable) will be made by the Company in its annual reports forso long as the Scheme continues in operation:±(a) The names of the members of the Scheme Committee administering the Scheme.(b) The information required in the table below for the following Participants:±(i) Directors;(ii) Participants (other than Directors) who receive 5% or more of the total number ofoptions available under the Scheme.Name ofparticipantOptions grantedduring financialyear under review(including terms)Aggregate Optionsgranted sincecommencement ofScheme to end offinancial yearunder reviewAggregate Optionsexercised sincecommencement ofScheme to end offinancial yearunder reviewAggregate Optionsoutstanding as atend of financialyear under review(c)The number and proportion of Options granted at a discount during the ®nancial year underreview in respect of every 10% discount range, up to the maximum quantum of discountgranted.21. DISPUTESAny disputes or differences of any nature arising hereunder shall be referred to the SchemeCommittee and its decision shall be ®nal and binding in all respects.22. GOVERNING LAWThe Scheme shall be governed by, and construed in accordance with, the laws of the Republicof Singapore. The Participants, by accepting Options in accordance with the Scheme, and theCompany submit to the exclusive jurisdiction of the courts of the Republic of Singapore.C-11

Schedule C1GLOBAL ACTIVE SHARE OPTION SCHEMELETTER OF OFFERSerial No:Date:To:[Name][Designation][Address]Private and Con®dentialDear Sir/MadamWe have the pleasure of informing you that you have been selected to participate in the Global ActiveShare Option Scheme (the ``Scheme''). Terms as de®ned in the Scheme shall have the samemeanings when used in this letter.In consideration of the payment of a sum of $1.00, an offer is hereby made to grant you an option (the`Òption'') under the Scheme as follows:±(a) Type of Option : Market Price Option/Discounted Option(b) Entitlement : The Option will entitle you, upon exercise, to subscribe for and beallotted ____________________ new ordinary shares of$_____________ each in the capital of Global Active Limited atthe Subscription Price set out in paragraph (c) below.(c) Subscription Price : $_____________ per new ordinary share of $_____________ each inthe capital of Global Active Limited.*The Subscription Price represents a discount of ___________% tothe Market Price.(d) Option Period : The Option may be exercised after _____________.Note: A Market Price Option may be exercised after the 1stanniversary of the Offering Date, and a Discounted Option may beexercised after the 2nd anniversary of the Offering Date.The Option will expire on ____________________.Note: An Option granted to an Employee or Executive Director willexpire on the day preceding the 10th anniversary of the OfferingDate.C-12

(e) Vesting Schedule : You may exercise the Option in the following proportions duringthe periods set out in the table below:±Vesting PeriodPercentage of Option whichmay be exercised(i) From ---------------------------------------------- Up to ----------------------------------------------------------------%(ii) From ---------------------------------------------- Up to ----------------------------------------------------------------%(inclusive of (i) above)(iii) From ---------------------------------------------- Up to ----------------------------------------------------------------%(inclusive of (i) and (ii) above)(iv) From ---------------------------------------------- Up to 100%The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwisedisposed of by you, in whole or in part, except with the prior approval of the Scheme Committee dulyauthorised and appointed to administer the Scheme.The Option shall be subject to the terms of the Scheme, a copy of which is enclosed herewith.If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of$1.00 not later than 5.00 p.m. on _____________________, failing which this offer will lapse.Yours faithfullyC-13

Schedule C2GLOBAL ACTIVE SHARE OPTION SCHEMEACCEPTANCE FORMSerial No:To:The Scheme CommitteeGlobal Active Share Option Scheme[Address]Private and Con®dentialDear Sirs,I have read your Letter of Offer dated _____________________ and agree to be bound by the terms ofthe Letter of Offer and the Scheme referred to therein. Terms de®ned in your Letter of Offer shall havethe same meanings when used in this Acceptance Form.I hereby accept the *Market Price Option/Discounted Option in the terms set out in your Letter of Offerand enclose cash of $1.00 as consideration for the Option.I understand that I am not obliged to exercise the Option.I further acknowledge that you have not made any representation to induce me to accept the offer andthat the terms of the Letter of Offer and this Acceptance Form constitute the entire agreementbetween us relating to the offer.Please print in block lettersName in full : ___________________________________________________Designation : ___________________________________________________Address : ___________________________________________________Nationality : ___________________________________________________*NRIC/Passport No. : ___________________________________________________Signature : ___________________________________________________Date : ___________________________________________________* Delete accordinglyC-14

Schedule C3GLOBAL ACTIVE SHARE OPTION SCHEMEFORM OF EXERCISE OF OPTIONTo:The Scheme CommitteeGlobal Active Share Option Scheme[Address]Private and Con®dentialDear Sirs,1. Pursuant to your Letter of Offer dated _____________________ and my acceptance thereof, Ihereby exercise the *Market Price Option/Discounted Option to subscribe for__________________ new ordinary shares of $____________ each in the capital of Global ActiveLimited (the ``Company'') at $____________ for each share.2. I enclose a *cheque/cashier's order/banker's draft/postal order no. _____________________ for$_______________ by way of subscription for the number of the said shares now to besubscribed.3. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the GlobalActive Share Option Scheme and the Memorandum and Articles of Association of the Company.4. I declare that I am subscribing for the said Shares for myself and not as a nominee for any otherperson.5. I request the Company to allot and issue the said Shares referred to in paragraph 1 above in thename of The Central Depository (Pte) Limited (``CDP'') and to deliver to CDP the certi®cate(s) forthe Shares for credit to my securities account as speci®ed below and I hereby agree to bearsuch fees or other charges as may be imposed by CDP and any stamp duty payable in respectthereof:±*(i)Direct Securities Account No.: ____________________________________________________or*(ii)Sub-Account No. and Name of Depository AgentSub-Account No.: _______________________________________________________________Name of Depository Agent:or*(iii)CPF Investment Account No. and Name of Agent BankCPF Investment Account No.: _____________________________________________________Name of Agent Bank: ____________________________________________________________C-15

Please print in block lettersName in full : ___________________________________________________Designation : ___________________________________________________Address : ___________________________________________________Nationality : ___________________________________________________*NRIC/Passport No : ___________________________________________________Signature : ___________________________________________________Date : ___________________________________________________* Delete accordinglyC-16

APPENDIX DPROFORMA FINANCIAL STATEMENTS OF THE GROUPPROFORMA PROFIT AND LOSS STATEMENTS OF THE GROUPThe proforma pro®t and loss statements of the Group for the ®nancial years ended 31 March 2001,31 March 2002 and 31 March 2003 have been prepared on the basis set out in Note 4 and Note 5(b) to the Proforma Financial Statements of the Group.2001 2002 2003Notes $ $ $Sales 6 28,409,421 42,010,029 50,348,468Cost of sales (11,516,384) (18,280,183) (22,650,689)Gross pro®t 16,893,037 23,729,846 27,697,779Other operating income 6 86,637 479,993 1,367,262Distribution costs (12,109,430) (17,758,602) (20,909,135)Administrative expenses (1,946,591) (2,147,633) (2,227,480)Other operating expenses (191,272) (163,574) (43,204)Operating pro®t 7 2,732,381 4,140,030 5,885,222Finance income 8 8,182 6,127 2,768Finance costs 9 (116,917) (158,007) (227,719)Share of results of associated companies Ð (70,000) (354,736)Pro®t before tax 2,623,646 3,918,150 5,305,535Tax 11 (663,108) (1,080,667) (1,205,958)Net pro®t for the ®nancial year 1,960,538 2,837,483 4,099,577Earnings per share (basic) 12 1.23 cents 1.77 cents 2.56 centsD-1

AUDITED CONSOLIDATED BALANCE SHEET OF THE GROUPThe audited consolidated balance sheet of the Group as at 31 March 2003 is set out below:±2003Notes $Current assetsBank and cash balances 1,045,191Fixed deposits with a ®nancial institution 13 320,000Trade receivables 1,644,441Due from associated companies 14 1,490,214Other receivables, deposits and prepayments 15 2,900,149Inventories 16 10,444,49317,844,488Non-current assetsAssociated companies 17 225,889Property, plant and equipment 18 6,188,336Intangibles 19 1,564,769Deferred tax asset 20 460,6008,439,594Total assets 26,284,082Current liabilitiesTrade payables 6,823,522Other creditors and accruals 21 2,266,145Current tax 11 1,786,699Borrowings 22 1,396,14012,272,506Non-current liabilitiesBorrowings 23 3,003,278Deferred tax liability 20 258,0003,261,278Total liabilities 15,533,784Net assets 10,750,298Represented by:Shareholders' equity 10,750,298D-2

PROFORMA STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY OF THE GROUPThe proforma statement of changes in shareholders' equity of the Group for the ®nancial year ended31 March 2003, prepared on the basis set out in Note 4 and Note 5(b) to the Proforma FinancialStatements of the Group, is set out below:±Shareholders'Equity$Balance as at 1 April 2002 6,650,721Total recognised gains for the ®nancial year Ð Net pro®t 4,099,577Balance as at 31 March 2003 10,750,298D-3

PROFORMA CASH FLOW STATEMENT OF THE GROUPThe proforma cash ¯ow statement of the Group for the ®nancial year ended 31 March 2003, preparedon the basis set out in Note 4 and Note 5(b) to the Proforma Financial Statements of the Group, is setout below:±2003Notes $Cash ¯ows from operating activitiesPro®t before tax 5,305,535Adjustments for:Depreciation and amortisation 1,253,813Loss on disposal of property, plant and equipment 2,183Net movement in provision for redemption of customers' reward points (40,000)Share of results of associated companies 354,736Interest income (2,768)Interest expense 233,843Operating cash ¯ow before working capital changes 7,107,342Change in operating assets and liabilities:Receivables (2,469,425)Inventories (262,082)Payables (597,635)3,778,200Interest paid (38,949)Tax paid (1,417,882)Net cash in¯ow from operating activities 2,321,369Cash ¯ows from investing activitiesPayments for purchase of property, plant and equipment (726,213)Proceeds on disposal of property, plant and equipment 24,368Franchise fees paid (311,110)Payment for subscription of shares in associated companies (499,803)Distribution fee paid (200,000)Interest received 2,768Net cash out¯ow from investing activities (1,709,990)Cash ¯ows from ®nancing activitiesNet increase in bank bills payable 132,529Proceeds from bank loan 277,537Repayment of bank loan (52,183)Payment to hire purchase creditors (392,425)Interest paid (194,894)Net cash out¯ow from ®nancing activities (229,436)Net increase in cash and cash equivalents held 381,943Cash and cash equivalents at the beginning of the ®nancial year 811,694Cash and cash equivalents at the end of the ®nancial year 24 1,193,637Non-cash itemsDuring the ®nancial year, property, plant and equipment acquired through hire purchase arrangementsamounted to $512,030.D-4

NOTES TO PROFORMA FINANCIAL STATEMENTS OF THE GROUP1. INTRODUCTION1.1 The unaudited Proforma Financial Statements as set out in this section have been prepared forinclusion in the Prospectus to be issued in relation to the initial public offering of the shares ofGlobal Active Limited (the ``Company'') on the Singapore Exchange Securities Trading Limited.2. THE COMPANY2.1 The Company was incorporated in the Republic of Singapore on 25 October 2001 under theCompanies Act as a private company limited by shares, under the name of Global Active PteLtd. On 18 December 2002, the Company was converted into a public limited company and itsname was changed to Global Active Limited. The principal activity of the Company is that ofinvestment holding.2.2 The Company was incorporated with an authorised share capital of $100,000 comprising100,000 ordinary shares of $1 each. Upon incorporation, the Company issued 2 subscribershares at par for cash to its ®rst two directors. On 25 October 2002, the Company increasedits authorised share capital from $100,000 to $20,000,000 by the creation of 19,900,000ordinary shares of $1 each (`Òrdinary Shares''). On 25 October 2002, the Company issued7,999,998 Ordinary Shares at a premium of $0.04 per share, as consideration for theacquisition of the entire issued share capitals of Victoria House Pte Ltd (``Victoria House'') andNutri-Active Pte Ltd (``Nutri-Active'').2.3 At an Extraordinary General Meeting held on 1 November 2002, the shareholders of theCompany approved the sub-division of each of the existing Ordinary Shares in the authorisedand issued paid-up share capital of the Company into 400,000,000 ordinary shares of $0.05each and 160,000,000 ordinary shares of $0.05 each respectively.2.4 At an Extraordinary General Meeting held on 17 December 2002, the shareholders of theCompany approved the following:±(a)(b)the conversion of the Company into a public limited company and the change of its nameto Global Active Limited; andthe adoption of a new set of Articles of Association of the Company.2.5 At an Extraordinary General Meeting held on 23 December 2002, the shareholders of theCompany approved, inter alia, the adoption of the Global Active Share Option Scheme.2.6 At an Extraordinary General Meeting held on 24 December 2003, the shareholders of theCompany approved the issue of up to 40,000,000 ordinary shares of $0.05 each (``NewShares'') which is the subject of the invitation. The New Shares, when issued and fully paid, willrank pari passu in all respects with the existing shares of $0.05 each in the share capital of theCompany.D-5

3. THE GROUP3.1 On 1 September 2002, the Company arrived at an in-principle agreement with Health OneLimited (``Health One'') to acquire the entire issued share capitals of Victoria House and Nutri-Active. On 25 October 2002, the Company entered into a restructuring agreement with HealthOne to formalise the in-principle agreement in relation to the acquisitions, with the rightsattached to the shares of Victoria House and Nutri-Active accruing to the Company with effectfrom 1 September 2002, the date of the in-principle agreement. The consideration for theacquisition of the entire issued share capitals of Victoria House and Nutri-Active was$2,555,823 and $5,799,177 respectively. The total consideration of $8,355,000 was satis®ed bythe issue of 7,999,998 Ordinary Shares in the Company at a premium of $0.04 per share. TheOrdinary Shares in the Company were issued to Healthcare Group Inc. (``Healthcare''), the thenholding corporation of Health One and which is owned by two directors of the Company, MsSerene Ali Tan and Ms Poa Kheng Bee, as Health One renounced its rights to the 7,999,998Ordinary Shares in favour of Healthcare. Health One has since been placed under members'voluntary liquidation. The total consideration of $8,355,000 was based on the net assets of therespective companies as at 31 August 2002, adjusted for the unrealised pro®ts in the inventoriesheld by Victoria House, which were purchased from Nutri-Active.3.2 Subsequent to the restructuring exercise described in paragraph 3.1 above, the Companyacquired the entire issued share capital of VHE China Limited (``VHE China''), a company whichhad not commenced business, on 1 December 2002. The consideration for the acquisition of theentire issued share capital of VHE China amounted to HK$2 in cash, which was based on its netassets at the date of acquisition.3.3 On 22 August 2003, Victoria House entered into a sale and purchase agreement (``22 AugustAgreement'') with Mr. Donald Eugene Black (``DB'') to acquire the entire equity interest of USBInc (`ÙSB'') from DB (`ÙSB Acquisition''). The acquisition was completed on 1 December 2003.Further details on the USB Acquisition are disclosed in Note 33 to the Proforma FinancialStatements. The ®nancial information of USB has not been included in arriving at the proforma®nancial information of the Group as USB was acquired from DB, who is an unrelated third party,as the inclusion of the historical ®nancial information of USB will not re¯ect appropriately theperformance of the Group's management.3.4 As at 27 January 2004 (date of registration of the Prospectus of which these proforma ®nancialstatements are included), the Company had the following subsidiaries. However, all references tothe ``Group'' in these proforma ®nancial statements refer to the Company and its subsidiariescollectively but excluding USB for the reason stated in paragraph 3.3 above.Name of CompanyPrincipal activitiesDate and countryof incorporation/place of businessIssued andpaid-upsharecapitalPercentageshareholdingheld by theCompanyVictoria House Pte LtdRetailing ofnutraceutical productsand health supplements20 October 1994(Singapore)S$2,800,000 100%Nutri-Active Pte LtdWholesale ofnutraceutical productsand health supplements10 September 1997(Singapore)S$2,600,000 100%VHE China Limited(formerly known asChina MDS Limited)Retail and distributionof nutraceuticalproducts and healthsupplements23 November 2001(Hong Kong)HK$2 100%USB IncRetailing ofnutraceutical productsand health supplements16 October 2003(Guam)US$2,000 100%D-6

3. THE GROUP (cont'd)3.5 As at 27 January 2004 (date of registration of the Prospectus of which these proforma ®nancialstatements are included), the Group had the following associated companies.Name of CompanyPrincipal activitiesDate and countryof incorporation/place of businessIssued andpaid-upsharecapitalPercentageshareholdingheld bya subsidiaryVictoria HouseSdn Bhd (formerlyknown as GNCNutritional Products(M) Sdn Bhd)Retailing ofnutraceutical productsand health supplements12 April 2001(Malaysia)RM2,000,000 50%Nutri-Active Sdn Bhd(formerly known asVictoria HouseNutritional Products(M) Sdn Bhd)Wholesale ofnutraceutical productsand health supplements16 April 2001(Malaysia)RM1,500,000 50%QAF Victoria SdnBhd (formerlyknown as GNC (B)Sdn Bhd)Retailing ofnutraceutical productsand health supplements27 June 2002(Brunei)B$100,000 50%3.6 PricewaterhouseCoopers Singapore are the auditors of the Company, Victoria House and Nutri-Active.4. BASIS OF PRESENTATION AND COMPILATION OF THE PROFORMA FINANCIALSTATEMENTS OF THE GROUP4.1 The objective of the Proforma Financial Statements of the Group is to show what the historicalinformation might have been, had the Group as described in Note 3 above had been in placesince 1 April 2000 and thus, it is for illustrative purposes only. Accordingly, the proformafinancial information of the Group set out in this section has been prepared as if the Group hadbeen in place since 1 April 2000, except for the following:±(i)(ii)the Company, VHE China, and the associated companies as they were incorporated afterthat date, in which case from their respective dates of incorporation; andthe ®nancial information of USB has not been included in the arriving at the proforma®nancial information of the Group for the reason stated in Note 3.3 to the ProformaFinancial Statements.The proforma ®nancial information of the Group prepared is not necessarily indicative of theresults of the operations, changes in shareholders' equity and cash ¯ows that would have beenattained if the Group, as described above, actually existed earlier and therefore, it may not give atrue picture of the Group's actual results, changes in shareholders' equity and cash ¯ows. As theGroup was formed by 31 March 2003, the audited consolidated balance sheet of the Group as at31 March 2003, as set out in these Proforma Financial Statements, represents the actual®nancial position of the Group as at that date.4.2 The proforma financial information of the Group has been compiled based on the following:±(a) the audited financial statements of Victoria House and Nutri-Active for the financial yearsended 31 March 2001, 31 March 2002 and 31 March 2003; and(b) the audited ®nancial statements of the Company, from the date of its incorporation to31 March 2002 and the ®nancial year ended 31 March 2003.There has been no audit performed for the subsidiary, VHE China, as the subsidiary has notcommenced operations since its incorporation on 23 November 2001.D-7

4. BASIS OF PRESENTATION AND COMPILATION OF THE PROFORMA FINANCIALSTATEMENTS OF THE GROUP (cont'd)4.3 In arriving at the proforma ®nancial information of the Group, certain adjustments, as set out inNote 35, have been made in order to present the proforma ®nancial information on a consistentand comparable basis. The Proforma Financial Statements of the Group are expressed inSingapore dollars and have been prepared in accordance with the accounting policies of theGroup as set out in Note 5.4.4 The auditors' reports on the ®nancial statements of the Company and its subsidiaries, VictoriaHouse and Nutri-Active, used in the compilation of the proforma ®nancial information of theGroup for the periods presented, were not subject to any quali®cation.5. SIGNIFICANT ACCOUNTING POLICIESThe signi®cant accounting policies adopted by the Group and which have been consistentlyapplied in the compilation of the proforma ®nancial information of the Group are as follows:±(a)Basis of preparationThe ®nancial information is prepared in accordance with the historical cost convention.The audited ®nancial statements of individual companies within the Group used incompiling the proforma ®nancial information of the Group, on the basis explained in Note4 above, have been prepared in accordance with the Singapore Statements of AccountingStandard.(b)Basis of presentation and compilation of Proforma Financial Statements of the GroupThe basis of presentation and compilation of the Proforma Financial Statements of theGroup is set out in Note 4 above. Signi®cant balances and transactions and resultingunrealised pro®ts between companies within the Group have been eliminated in thecompilation of the proforma ®nancial information of the Group.(c)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet date. Exchange differences arising are taken tothe pro®t and loss statements.For the purpose of consolidation of foreign subsidiaries and equity accounting of foreignassociated companies, whose operations are not an integral part of the Company'soperations, the balance sheets are translated into Singapore dollars at the exchange ratesprevailing at the balance sheet date, and the results are translated using the averagemonthly exchange rates for the ®nancial year. The exchange differences arising on thetranslation of foreign subsidiaries, and the Group's share of exchange differences arisingfrom the translation of foreign associated companies, are taken directly to the foreigncurrency translation reserve. On disposal, accumulated translation differences arerecognised in the consolidated income statement as part of the gain or loss on sale.(d)Revenue recognitionRevenue from the sale of goods is recognised upon passage of title to customers whichgenerally coincides with their delivery and acceptance of the goods by the customers.Other revenue, which comprise rental income, management fee, product promotionsubsidy and interest income, are recognised on an accrual basis.D-8

5. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(e)Deferred income taxesDeferred income tax is provided in full, using the liability method, on temporary differencesarising between the tax bases of assets and liabilities and their carrying amounts in the®nancial statements. Tax rates enacted or substantively enacted by the balance sheetdate are used to determine deferred income tax.Deferred tax assets are recognised to the extent that it is probable that future taxable pro®twill be available against which the temporary differences can be utilised.Deferred income tax is provided on undistributed pro®ts of overseas associated companiesexcept where the timing of the distribution of pro®ts can be controlled and it is probablethat the pro®ts in overseas associated companies will not be distributed in theforeseeable future.(f)Trade receivablesTrade receivables are carried at original invoice amount less speci®c provisions made fordebts considered to be doubtful. Bad debts are written off when identi®ed.(g)InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which inventoriescan be realised in the normal course of business after allowing for the costs of realisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(h)Associated companiesThe Group treats as associated companies those companies in which the Group has longtermequity interest of between 20 to 50 percent and over whose ®nancial and operatingpolicies it has signi®cant in¯uence but which it does not control.Associated companies are accounted for under the equity method whereby the Group'sshare of pro®ts less losses of associated companies is included in the consolidatedincome statement and the Group's share of net assets is included in the balance sheet.These amounts are taken from the audited accounts of the companies concerned madeup to the balance sheet date of the Company. Where the accounting policies of theassociated companies do not conform with those of the Group, adjustments are madewhere the amounts involved are considered material to the Group.Unrealised gains on transactions between the Group and its associated companies areeliminated to the extent of the Group's interest in the associated companies. Unrealisedlosses are also eliminated unless the cost cannot be recovered.(i)InvestmentsInvestments in subsidiaries are intended to be held for the long-term and are stated in the®nancial statements of the Company at cost less impairment losses. Pro®ts and losses ondisposal of investments are taken to the income statements.D-9

5. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(j)Depreciation of property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation.Depreciation is calculated on a straight-line basis to write off the cost of property, plantand equipment over their expected useful lives. Leasehold property is depreciated over 50years, which approximates its lease term, while all other property, plant and equipment aredepreciated over 5 years.(k)Franchise costsFranchise costs are paid in respect of every outlet opened by the Group and entitle theGroup the right to operate the outlet for a period of 10 years and such costs are stated inthe ®nancial statements at cost less accumulated amortisation. The franchise costs arecapitalised and amortised over a period of 7 years.(l)Distribution rightsDistribution rights include fees paid for exclusive rights to distribute products of a particularsupplier in the People's Republic of China over a period of 10 years from the date ofproduct registration. The distribution fee is capitalised and will be amortised over 10 yearscommencing from the year in which the products are registered.(m)Impairment of assetsAt each balance sheet date, the Group reviews its carrying amounts of its investments inassociated companies, property, plant and equipment and intangibles to determinewhether there are any indications that those assets have suffered impairment losses. Ifany such indications exist, the recoverable amount of the asset concerned is estimated inorder to determine the extent of the impairment loss, if any. Where it is not possible toestimate the recoverable amount of an individual asset, the Group estimates therecoverable amount of the cash-generating unit to which the asset belongs. If therecoverable amount of an asset is estimated to be less than its carrying amount, thecarrying amount of the asset is reduced to its recoverable amount. Impairment losses arerecognised as an expense immediately.(n)Accounting for leasesA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts. Assets acquired under hire purchase agreements are treated as ®nanceleases.Finance leases and assets on hire purchase are capitalised at the estimated present valueof the underlying lease payments. Each lease or hire purchase payment is allocatedbetween the liability and ®nance charges so as to achieve a constant rate of ®nancecharge on the outstanding liability. The lease or hire purchase obligations, net of ®nancecharges, are included in borrowings. The interest elements of the lease or hire purchasepayments are charged to the pro®t and loss statement over the lease period. Assetsacquired under ®nance leases or hire purchase contracts are depreciated over the usefullife of the assets.Operating lease payments are charged to the pro®t and loss statement on a straight-linebasis over the period of the lease.When an operating lease is terminated before the lease period has expired, any paymentrequired to be made to the lessor by way of penalty is recognised as an expense in theperiod in which termination takes place.D-10

5. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(o)ProvisionsProvisions are recognised when the Group has a legal or constructive obligation as a resultof past events that it is probable that an out¯ow of resources embodying economicbene®ts will be required to settle the obligation, and a reliable estimate of the amount ofthe obligation can be made.Redemption of customers' reward pointsThe Group issues ``VIP Cards'' to customers who enrol as VIP members. Customersholding VIP Cards are awarded reward points upon the purchase of the Group's products.These reward points are not transferable or exchangeable for cash but can be used by VIPmembers to redeem products or redeem against their subsequent purchases, provided thatthe minimum purchase requirement is satis®ed. The Group recognises the estimatedliability of the cost of the products to be redeemed by the customers using the rewardpoints given on the purchases made. The provision is calculated based on the estimatedvalue of the reward points, which approximates the cost of the products to the Group.(p)Employee bene®tsEmployee leave entitlementEmployee entitlements to annual leave are recognised when they accrue to employees. Aprovision is made for the estimated liability for unutilised annual leave as a result of servicesrendered by employees up to the balance sheet date.6. REVENUE2001 2002 2003$ $ $Sales 28,409,421 42,010,029 50,348,468Other operating income:Rental income 26,302 Ð 66,412Management fees received Ð Ð 80,000Foreign exchange gains Ð 5,121 97,022Product promotion subsidy received 58,817 470,502 1,047,744Other income 1,518 4,370 76,08486,637 479,993 1,367,262Interest income (note 8) 8,182 6,127 2,76828,504,240 42,496,149 51,718,498The sales of the Group represent the invoiced value of goods sold, net of sales returns andgoods and services tax and exclude sales between Group companies.D-11

7. OPERATING PROFIT2001 2002 2003$ $ $The operating pro®t of the Group is arrived at:After charging:Depreciation of property, plant and equipment 409,890 653,250 949,161Amortisation of intangibles 151,325 246,608 304,652Remuneration paid/payable to the directors of the:Ð Company 500,549 596,636 767,991Ð Subsidiaries Ð Ð 210,439Auditors' remunerationÐ current year 46,000 44,400 40,400Ð under-provision in prior years 11,000 Ð 8,000Loss on disposal of property, plant and equipment 1,080 20,185 2,183Bad trade debts written off 642 2,720 ÐRental expense Ð operating leases 3,283,043 4,784,057 6,249,812Provision for doubtful trade debts 1,415 40,000 9,182Provision for redemption of customers' reward points (note21) 791,000 1,186,000 975,000Interest on late payment to creditors 37,333 3,405 6,124Net foreign exchange losses 128,826 86,119 Ð8. FINANCE INCOME2001 2002 2003$ $ $Interest income on ®xed deposits 8,182 6,127 2,7689. FINANCE COSTS2001 2002 2003$ $ $Interest expense on:Ð Hire purchase 28,519 36,420 63,409Ð Overdrafts 70,837 43,349 32,825Ð Bank loans 17,561 78,238 131,485116,917 158,007 227,719D-12

10. STAFF COSTS2001 2002 2003$ $ $Salaries 4,476,143 6,265,550 7,825,861Employer's contribution to Central Provident Fund 623,593 1,025,561 1,201,6455,099,736 7,291,111 9,027,506Number of persons employed at the end of the ®nancial year:Full time 164 217 27811. TAX(a) Tax expense2001 2002 2003$ $ $Tax expense attributable to pro®t is made up of:Current income tax 860,000 1,125,000 1,166,800Deferred taxÐ transfer to deferred tax liability 25,000 80,000 74,000Ð transfer (to)/from deferred tax asset (221,892) (124,333) 106,890663,108 1,080,667 1,347,690Overseas withholding tax Ð Ð 8,000In respect of prior years:Ð effect of change in tax rate Ð Ð (73,513)Ð over-provision of income tax Ð Ð (114,219)Ð under-provision of deferred tax Ð Ð 38,000663,108 1,080,667 1,205,958D-13

11. TAX (cont'd)(b)Tax reconciliationThe income tax expense on the results for the ®nancial years varies from the amount ofincome tax determined by applying the Singapore standard rate of income tax to pro®tbefore tax due to the following factors:±2001 2002 2003$ $ $Pro®t before tax 2,623,646 3,918,150 5,305,535Tax calculated at a tax rate of 22% (2001 & 2002:24.5%) 642,793 959,947 1,167,218Expenses not deductible for tax purposes 131,626 129,296 126,626Realisation of deferred tax bene®ts not previouslyrecognised (85,585) Ð ÐSingapore statutory stepped income exemption (25,726) (25,726) (24,196)Share of losses of associated companies notdeductible for tax purposes Ð 17,150 78,042Overseas withholding tax Ð Ð 8,000Net effect of reduction in statutory tax rate from 24.5%to 22% Ð Ð (73,513)Over-provision of income tax in prior years Ð Ð (114,219)Under-provision of deferred tax in prior years Ð Ð 38,000663,108 1,080,667 1,205,958(c)Movements in provision for current tax2003$Balance at the beginning of the ®nancial year 2,270,000Current ®nancial year's tax expense 1,174,800Income tax paid during the ®nancial year (1,417,882)Effect of reduction in statutory tax rate from 24.5% to 22% (126,000)Over-provision in prior years (114,219)Balance at the end of the ®nancial year 1,786,69912. EARNINGS PER SHAREBasic earnings per share is calculated by dividing the net pro®t for the ®nancial year of therespective years by the pre-invitation number of ordinary shares of 160,000,000.13. FIXED DEPOSITS WITH A FINANCIAL INSTITUTION(a) The ®xed deposits of the Group, which mature quarterly, are pledged to a bank for creditfacilities of $5,700,000 granted to a subsidiary.(b)Weighted average effective interest rateAs at the balance sheet date, the weighted average effective interest rate on ®xed depositswas 0.70% per annum.D-14

14. DUE FROM ASSOCIATED COMPANIES2003$Trade 1,055,502Non-trade 434,7121,490,214The non-trade amounts due from associated companies are unsecured and interest-free.15. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS2003$Deposits 1,695,027Prepayments 586,579Advances to suppliers 603,798Other debtors 14,7452,900,149Included in prepayments is an amount of $546,103 which relates to professional fees incurred onthe Company's application for the proposed listing of its new shares on the Singapore ExchangeSecurities Trading Limited. Such expenditure will be written off against the share premiumreserve arising upon the issue of new shares by the Company.16. INVENTORIES2003$Merchandise held for sale, at cost 10,444,493Included in merchandise held for sale at the balance sheet date are goods-in-transit amountingto $2,650,887.17. ASSOCIATED COMPANIES2003$Investment in unquoted equity shares, at cost 650,625Share of post-acquisition losses (424,736)225,889The associated companies at 31 March 2003 were Victoria House Sdn Bhd (formerly known asGNC Nutritional Products (M) Sdn Bhd), Nutri Active Sdn Bhd (formerly known as Victoria HouseNutritional Products (M) Sdn Bhd) and QAF Victoria Sdn Bhd (formerly known as GNC (B) SdnBhd), particulars of which are set out in Note 3 to the Proforma Financial Statements of theGroup. The ®nancial year ends of the associated companies is 31 March.D-15

18. PROPERTY, PLANT AND EQUIPMENTLeaseholdproperty$Buildingimprovements$Computersystems$Motorvehicles$Officeequipment,furniture &fittings$Store &warehouseequipment$Total$CostAt 1 April 2002 3,599,213 2,399,459 945,717 344,386 209,091 178,904 7,676,770Additions Ð 747,132 351,619 104,586 20,278 14,628 1,238,243Disposals Ð Ð (31,236) Ð Ð Ð (31,236)At 31 March 2003 3,599,213 3,146,591 1,266,100 448,972 229,369 193,532 8,883,777Accumulated depreciationAt 1 April 2002 23,995 955,627 360,086 149,199 164,817 97,241 1,750,965Depreciation charge 71,984 528,666 223,171 80,833 15,105 29,402 949,161Disposals Ð Ð (4,685) Ð Ð Ð (4,685)At 31 March 2003 95,979 1,484,293 578,572 230,032 179,922 126,643 2,695,441Net book valueAt 31 March 2003 3,503,234 1,662,298 687,528 218,940 49,447 66,889 6,188,336(a) The leasehold property of the Group, situated at 9 Ubi Crescent (Landed Terrace Plot 13)Ubi Techpark, Singapore 408572, is mortgaged to a bank for credit facilities of $5,700,000granted to a subsidiary.(b)At the balance sheet date, the net book value of building improvements, motor vehicles andcomputer systems under hire purchase agreements amounted to $900,085.19. INTANGIBLESThe movements in intangibles during the ®nancial year were as follows:±CostDistributionrightsFranchisecostsTotal2003 2003 2003$ $ $Balance at beginning of the ®nancial year Ð 1,911,377 1,911,377Costs paid during the ®nancial year 200,000 311,110 511,110Balance at the end of the ®nancial year 200,000 2,222,487 2,422,487Accumulated amortisationBalance at the beginning of the ®nancial year Ð 553,066 553,066Amortisation charge for the ®nancial year Ð 304,652 304,652Balance at the end of the ®nancial year Ð 857,718 857,718Net book valueAs at 31 March 2003 200,000 1,364,769 1,564,769D-16

20. DEFERRED INCOME TAXESMovements in the provision for deferred tax asset/(liability) were as follows:±Temporarydifferences ondepreciation ofproperty, plantand equipmentUnrealisedprofits ininventoriesTotal$ $ $Balance at the beginning of the ®nancial year (158,000) 631,977 473,977Charged to income statement (74,000) (106,890) (180,890)Effect of change in tax rate 12,000 (64,487) (52,487)Under-provision in prior years (38,000) Ð (38,000)Balance at the end of the ®nancial year (258,000) 460,600 202,600Included in:Deferred tax asset 460,600Deferred tax liability (258,000)202,600The deferred tax asset and liability are expected to be recovered/(settled) within the followingperiods from the balance sheet date:±Within 1 year After 1 year Total$ $ $Deferred tax asset 460,600 Ð 460,600Deferred tax liability (80,000) (178,000) (258,000)21. OTHER CREDITORS AND ACCRUALS2003$Other creditors 531,811Provision for redemption of customers' reward points 1,110,000Accrued operating expenses 624,3342,266,145Movements in provision for redemption of customers' reward points were as follows:±2003$Balance at the beginning of the ®nancial year 1,150,000Provision made during the ®nancial year 975,000Provision utilised during the ®nancial year (1,015,000)Balance at the end of the ®nancial year 1,110,000D-17

22. CURRENT LIABILITIES Ð BORROWINGS2003$Bank bills payable 823,888Bank overdraft Ð unsecured 171,554Bank loan Ð secured 55,592Hire purchase creditors (note 25) 345,1061,396,140(a)(b)The bank bills payable to the extent of $346,412 were secured by a pledge of ®xeddeposits of the Group and by a mortgage over the leasehold property of the Group.Weighted average effective interest ratesThe weighted average effective interest rates at the balance sheet date were as follows:±2003%Bank bills payable 4.64Bank overdraft 6.25Bank loan 5.50Hire purchase creditors 9.4123. NON-CURRENT LIABILITIES Ð BORROWINGS2003$Bank loan Ð secured 2,585,427Hire purchase creditors (note 25) 417,8513,003,278(a)The bank loan is secured by a mortgage over the leasehold property and by a pledge of®xed deposits of the Group. Interest is charged at 4.75% per annum for the ®rst year,5.50% per annum for the second year, at the lending bank's prevailing prime ratecalculated on monthly rests for the third year, and 0.75% above the prime rate thereafter.The loan is repayable over a period of 25 years, commencing in June 2001, at a monthlyinstalment of $15,394 for the ®rst year, $16,581 for the second and third year, and $17,812thereafter. The amount due within the next twelve months from the balance sheet dateamounting to $55,592 has been included in current liabilities.(b)Maturity of non-current borrowingsMaturity of non-current borrowings (excluding hire purchase creditors) is as follows:±2003$Between 1 and 2 years 58,728Between 2 and 5 years 196,818Over 5 years 2,329,8812,585,427D-18

24. CASH AND CASH EQUIVALENTSFor the purpose of proforma cash ¯ow statement of the Group, cash and cash equivalentscomprise bank and cash balances, ®xed deposits, net of bank overdraft and include thefollowing balance sheet amounts:±2003Bank and cash balances 1,045,191Fixed deposits 320,000Bank overdraft (171,554)$1,193,63725. HIRE PURCHASE CREDITORSAmounts payable under hire purchase arrangements are as follows:±2003$Not later than one ®nancial year 408,086Later than one ®nancial year but not later than ®ve ®nancial years 488,381Minimum lease payments 896,467Less: Future ®nance charges (133,510)762,957Representing hire purchase creditors:Current (note 22) 345,106Non-current (note 23) 417,851762,95726. HOLDING CORPORATIONThe immediate and ultimate holding corporation is Healthcare Group Inc., a corporationincorporated in the British Virgin Islands.27. COMMITMENTSLease commitmentsCommitments at the balance sheet date in relation to non-cancellable operating leasescontracted for at the reporting date but not recognised as liabilities, are payable as follows:±Not later than one ®nancial year 5,819,928Later than one ®nancial year but not later than ®ve ®nancial years 3,484,8502003$9,304,778The rental expenses for certain retail outlets of the Group vary according to the terms andconditions, as set out in their respective tenancy agreements. The rentals for those outlets arebased on the higher of a ®xed base rent per month or a percentage of the turnover generatedby the particular outlet.D-19

28. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Group and related parties duringthe ®nancial year on terms agreed by the parties concerned:±With related parties2001 2002 2003$ $ $Management fees paid to 332,244 503,827 103,800Consultation fees paid to 304,474 Ð ÐWith associated companiesSales to Ð 226,462 1,261,963Management fees received from Ð Ð 80,000(a)(b)Related parties refer to corporations in which certain directors of the Company havesigni®cant ®nancial interest.On 3 October 2000, Victoria House advanced a sum of $156,000 to Healthcare, ashareholder of the Company and in which certain directors of the Company havesubstantial ®nancial interest, for the purpose of the subscription by Healthcare of 156,000new ordinary shares of S$1.00 each in the share capital of the Health One pursuant to arights issue (``Rights Issue'') by the latter. The amount due from Healthcare to VictoriaHouse was fully repaid in February 2001.Two different law ®rms have opined as to whether the above transaction has inadvertentlycontravened Section 76 of the Companies Act. Based on the legal advices received, it isinconclusive whether there had been a breach of Section 76 of the Companies Act. Thedirectors have been advised of the implications and the possible consequences in theevent a court decides that the above transaction is a contravention of Section 76 of theCompanies Act.Notwithstanding the above, the said transaction has inadvertently contravened Section 163of the Companies Act. The directors concerned have sought legal advice and have beeninformed of the possible consequences of such a contravention.(c)Included in the consultation fees paid during the ®nancial year ended 31 March 2001, is anamount of $157,595 which was paid for consultation services in respect of thedevelopment and expansion of the Group's operations in Malaysia, to be rendered by acorporation, Arcadia Ltd (a corporation in which a director of the Company has substantial®nancial interest), for the period from 1 January 2001 to 31 December 2005. Of thisamount, $5,253 was charged to the income statement for the year ended 31 March 2001,representing the expense for the period from 1 January 2001 to 31 March 2001. Theremaining balance of $152,342 was included as a prepayment in the balance sheet as at31 March 2001 representing the payment made in advance for the period from 1 April2001 to 31 December 2005. The amounts charged as expenses to the income statementfor the ®nancial year ended 31 March 2002 and 31 March 2003 were $31,519 and$10,506 respectively. The consultancy agreement was terminated with effect from 1August 2002 resulting in a refund of the prepaid amount of $110,317.29. DIVIDENDSThere were no dividends declared, paid or proposed by the Company since the end of the®nancial year on 31 March 2003.D-20

30. FINANCIAL RISK MANAGEMENTThe Group's activities expose it to a variety of ®nancial risks, including the effects of changes inforeign currency exchange rates and interest rates.(i)Foreign exchange riskAs the Group's sales are predominately generated from retail operations in Singapore, andits transactions are denominated in Singapore dollars, which is also the reporting currency,its exposure to exchange risk on sales is minimal. However, the Group is exposed toexchange risks arising mainly from the purchases denominated in foreign currencies,mainly US dollar and Euro dollar.The Group uses forward contracts to hedge part of its exposure to ¯uctuations in foreigncurrency exchange rates based on its purchase commitments. However, these hedges arenot speci®cally identi®ed. In general, it is the Group's policy to enter into forward foreignexchange contracts for up to 50% of the net foreign currency payables anticipated ineach month over the following six months. The settlement dates on forward contracts areusually within three to six months from the date of the contract.The Group is also exposed to currency translation risk for its investments in foreignassociated companies but is not expected to be material.(ii)Interest rate riskThe Group's income and operating cash ¯ows are affected by changes in market interestrates. Interest rate risk arises mainly from interest-bearing borrowings. The Companyborrows mainly at ¯oating rates and monitors the movement in interest rates closely.(iii)Credit riskThe Company has no signi®cant concentration of credit risk as its sales are predominantlytransacted on a cash basis, which minimises its exposure to credit risk. In respect of theGroup's wholesale sales, the Group has policies in place to ensure that sales of productsare made to third party customers with an appropriate credit history.(iv)Liquidity riskThe Group's liquidity risk is minimal as it maintains suf®cient funds through its ownresources and an adequate amount of committed credit facilities to meet its committedliabilities.31. FAIR VALUE INFORMATIONThe ®nancial assets and liabilities of the Group comprise bank and cash balances, ®xeddeposits, trade and other receivables, trade and other payables, bank bills payable, bankoverdraft, hire purchase creditors and bank loan. The carrying values of the ®nancial assets andliabilities as shown in the balance sheet approximate their fair value amounts at the balancesheet date.32. SEGMENT INFORMATIONThere is no business segment information presented as the Group's retail sales constitute over90% of the Group's total sales. As the Group's sales are predominantly derived in Singapore,there is no geographical segment information presented.D-21

33. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATEOn 22 August 2003, Victoria House entered into a sale and purchase agreement (``22 AugustAgreement'') with Mr. Donald Eugene Black (``DB'') to acquire the entire equity interest of USBfrom DB (`ÙSB Acquisition''). The acquisition was completed on 1 December 2003.USB was incorporated in Guam in October 2002 and its principal activities are the operation ofGNC retail outlets in certain US military and naval bases in Japan and Korea. Previously, suchGNC retail outlets were operated by DB as a sole proprietor. Effective February 2003, DBtransferred to USB all his GNC retail businesses described above.The aggregate consideration for the USB Acquisition is US$1,702,372 which is paid/payable asfollows:±(i)(ii)(iii)an amount of US$937,372.00 by way of a debt waiver for the amount owing by DB toVictoria House. The sum of US$937,372.00 was previously paid by Victoria House onbehalf of DB to GNC for debts owing by DB to GNC in relation to his operation of GNCretail outlets in US military and naval bases in Japan and Korea;an amount of US$490,000 payable to DB as fees for consultancy services over a period of3 years; andan amount of US$275,000 payable to DB as a fee for certain undertaking from him not tocompete with the business of the Group.The net liabilities of USB after deducting goodwill as at the date of acquisition on 1 December2003 amounted to approximately US$490,000 resulting in a goodwill on acquisition ofUS$2,192,372, based on the cost of investment of US$1,702,372.34. AUDITED FINANCIAL STATEMENTSNo audited ®nancial statements of the Company and of the Group have been prepared for anyperiod subsequent to 31 March 2003.35. STATEMENT OF ADJUSTMENTSIn arriving at the proforma ®nancial information of the Group for the ®nancial years ended 31March 2001, 31 March 2002 and 31 March 2003, the following signi®cant adjustments havebeen made:±Adjustments made in the compilation of the Proforma Pro®t and Loss StatementsSales2001 2002 2003$ $ $Per aggregation of the audited ®nancial statements of thecompanies within the Group 45,647,770 67,893,295 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 30,235,786Elimination of transactions between companies within theGroup (17,238,349) (25,883,266) (13,685,429)Adjustment to include pre-acquisition sales ofsubsidiaries acquired during the year Ð Ð 33,798,111Per Proforma Pro®t and Loss Statements 28,409,421 42,010,029 50,348,468D-22

35. STATEMENT OF ADJUSTMENTS (cont'd)2001 2002 2003$ $ $Cost of salesPer aggregation of the audited ®nancial statements of thecompanies within the Group 27,803,313 43,655,966 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 13,614,950Elimination of transactions between companies within theGroup (17,238,349) (25,883,266) (13,685,429)Elimination of net unrealised pro®ts on transactionsbetween the companies within the Group 951,420 507,483 884,939Adjustment to include pre-acquisition cost of sales ofsubsidiaries acquired during the year Ð Ð 21,836,229Per Proforma Pro®t and Loss Statements 11,516,384 18,280,183 22,650,689Other operating incomePer aggregation of the audited ®nancial statements of thecompanies within the Group 489,488 1,012,287 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 959,208Elimination of transactions between companies within theGroup (402,851) (532,294) (265,281)Adjustment to include pre-acquisition other operatingincome of subsidiaries acquired during the year Ð Ð 673,335Per Proforma Pro®t and Loss Statements 86,637 479,993 1,367,262Distribution costsPer aggregation of the audited ®nancial statements of thecompanies within the Group 12,368,281 18,146,896 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 12,589,601Elimination of transactions between companies within theGroup (258,851) (388,294) (219,504)Adjustment to include pre-acquisition distribution costsof subsidiaries acquired during the year Ð Ð 8,539,038Per Proforma Pro®t and Loss Statements 12,109,430 17,758,602 20,909,135Administrative expensesPer aggregation of the audited ®nancial statements of thecompanies within the Group 2,090,591 2,291,633 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 1,425,461Elimination of transactions between companies within theGroup (144,000) (144,000) (45,000)Adjustment to include pre-acquisition administrativeexpenses of subsidiaries acquired during the year Ð Ð 847,019Per Proforma Pro®t and Loss Statements 1,946,591 2,147,633 2,227,480D-23

35. STATEMENT OF ADJUSTMENTS (cont'd)2001 2002 2003$ $ $Share of results of associated companiesPer aggregation of the audited ®nancial statements of thecompanies within the Group Ð 70,000 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 295,936Adjustment to include pre-acquisition share of results ofassociates of a subsidiary acquired during the year Ð Ð 58,800Per Proforma Pro®t and Loss Statements Ð 70,000 354,736TaxPer aggregation of the audited ®nancial statements of thecompanies within the Group 1,223,000 1,205,000 ÐPer audited consolidated ®nancial statements of theGroup Ð Ð 707,157Income tax expense and deferred tax relating to 31March 2000 (338,000) Ð ÐNet tax effect on unrealised pro®ts on transactionsbetween companies within the Group (221,892) (124,333) (130,199)Adjustment to include pre-acquisition tax of subsidiariesacquired during the year Ð Ð 629,000Per Proforma Pro®t and Loss Statements 663,108 1,080,667 1,205,958D-24

APPENDIX E1NUTRI-ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001E-1

NUTRI-ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001CONTENTSPageAuditors' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-3Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-4Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-5Statement of Changes in Shareholder's Equity . . . . . . . . . . . . . . . . . . . . . . . E-6Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-7E-2

AUDITORS' REPORT TO THE SHAREHOLDER OFNUTRI-ACTIVE PTE LTDWe have audited the ®nancial statements of Nutri-Active Pte Ltd for the ®nancial year ended 31 March2001 set out on pages E-4 to E-16. These ®nancial statements are the responsibility of the directors.Our responsibility is to express an opinion on these ®nancial statements based on our audit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a)the accompanying ®nancial statements are properly drawn up in accordance with the provisionsof the Singapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard andso as to give a true and fair view of:±(i)(ii)the state of affairs of the Company as at 31 March 2001, its pro®t and changes in equity forthe ®nancial year ended on that date; andthe other matters required by section 201 of the Act to be dealt with in the ®nancialstatements; and(b)the accounting and other records, and the registers required by the Act to be kept by theCompany have been properly kept in accordance with the provisions of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 22 August 2001E-3

NUTRI-ACTIVE PTE LTDINCOME STATEMENTFor the ®nancial year ended 31 March 2001NotesFor the yearended31 March 2001For the period from1 January 1999to 31 March 2000$ $Sales 3 17,946,635 11,822,024Cost of sales (12,542,104) (8,787,846)Gross pro®t 5,404,531 3,034,178Other operating income 210,446 133,607Distribution costs (1,672,956) (1,282,744)Administrative expenses (1,533,149) (1,329,579)Other operating expenses (37,065) (2,420)Operating pro®t 4 2,371,807 553,042Finance income 5 7,608 1,946Finance costs 6 (188,353) (102,549)Pro®t before tax 2,191,062 452,439Tax 8 (699,000) ÐNet pro®t for the ®nancial year/period 1,492,062 452,439The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-3.E-4

NUTRI-ACTIVE PTE LTDBALANCE SHEETAs at 31 March 2001Notes 2001 2000$ $Current assetsBank and cash balances 9 355,195 356,832Trade receivables 10 116,634 60,152Due from fellow subsidiaries Ð trade 6,699,762 ÐDue from a related party Ð trade 11 Ð 4,687,345Other receivables 12 641,649 58,356Inventories 13 584,417 53,9488,397,657 5,216,633Non-current assetsFixed assets 14 1,614,757 992,856Total assets 10,012,414 6,209,489Current liabilitiesAccounts payable 2,948,490 1,725,852Due to immediate holding corporation Ð trade 15 128,288 ÐDue to a related party Ð trade 11 Ð 164,800Other payables and accruals 16 437,826 481,716Current tax 8 621,000 ÐBorrowings 17 1,134,408 1,082,1765,270,012 3,454,544Non-current liabilitiesBorrowings 18 621,698 2,204,303Deferred tax 8 78,000 Ð699,698 2,204,303Total liabilities 5,969,710 5,658,847Net assets 4,042,704 550,642Share capital and reserveShare capital 19 2,600,000 600,000Retained pro®ts/(accumulated losses) 1,442,704 (49,358)4,042,704 550,642The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-3.E-5

NUTRI-ACTIVE PTE LTDSTATEMENT OF CHANGES IN SHAREHOLDER'S EQUITYFor the ®nancial year ended 31 March 2001NoteRetained profits/Sharecapital(accumulatedlosses)Total$ $ $Balance at 1 April 2000 600,000 (49,358) 550,642Net pro®t for the ®nancial year Ð 1,492,062 1,492,062Issue of ordinary shares 19 2,000,000 Ð 2,000,000Balance at 31 March 2001 2,600,000 1,442,704 4,042,704Balance at 1 January 1999 600,000 (501,797) 98,203Net pro®t for the ®nancial period Ð 452,439 452,439Balance at 31 March 2000 600,000 (49,358) 550,642The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-3.E-6

NUTRI-ACTIVE PTE LTDNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is domiciled and incorporated in Singapore and the ®nancial statements areexpressed in Singapore dollars. The address of the Company's registered of®ce is:±21 Harper RoadSingapore 369681The principal activity of the Company consists of the wholesale of nutraceutical products andhealth supplements.2. SIGNIFICANT ACCOUNTING POLICIES(a) Basis of accountingThe ®nancial statements are prepared in accordance with and comply with the SingaporeStatements of Accounting Standard. The ®nancial statements are prepared under thehistorical cost convention.(b)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet. Exchange differences arising are taken to theincome statement.(c)Bad and doubtful debtsBad debts are written off and speci®c provisions are made for those debts considered tobe doubtful.(d)InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which inventoriescan be realised in the normal course of business after allowing for the costs of realisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(e)Depreciation of ®xed assetsNo depreciation is provided on property under development. Depreciation is calculated ona straight line basis to write off the cost of other ®xed assets over their expected usefullives. The estimated useful life of all ®xed assets is 5 years.E-7

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(f)Leased assetsA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts.Assets purchased under ®nance leases are capitalised and depreciated over the useful livesof the assets. Leased assets and liabilities are established at the present value of theminimum lease payments. The excess of lease payments over the recorded leaseobligations is treated as ®nance charges, which are amortised over each lease term togive a constant rate of charge on the remaining balance of the obligation.Operating lease payments are charged to the income statement in the period in which theyare incurred.(g)Revenue recognitionRevenue from the sale of goods is recognised upon delivery to customers.Rental income is recognised on an accrual basis.Interest income is accrued on a day to day basis.(h)TaxationTax expense is determined on the basis of tax effect accounting using the liability method.Deferred taxation is provided on signi®cant timing differences arising from the differenttreatments in accounting and taxation of relevant items.In accounting for timing differences, deferred tax assets are not recognised unless there isreasonable expectation of their realisation.3. SALESSales represent the invoiced value of goods sold, net of goods and services tax.4. OPERATING PROFITFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Operating pro®t is arrived at:After charging:Auditors' remunerationÐ Current year 17,000 14,522Ð Underprovision in prior year 4,000 ÐDepreciation of:Ð Building improvements 26,107 32,633Ð Computer systems 95,816 70,388Ð Motor vehicles 43,391 26,389Ð Of®ce equipment, furniture and ®ttings 7,607 3,918Ð Warehouse equipment 5,459 6,824Directors' remuneration 439,360 403,900Bad debts written off Ð 470Provision for doubtful trade debts 1,415 ÐE-8

4. OPERATING PROFIT (cont'd)For the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Fixed assets written off Ð 2,137Samples written off Ð 54Interest on late payment 27,331 283Rental expense Ð operating leases 240,450 165,600Management fees payable to immediate holdingcorporation 128,288 ÐAnd crediting:Rental income 42,117 47,500Management fees received 108,000 80,0005. FINANCE INCOMEFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Interest income on ®xed deposits 7,608 1,9466. FINANCE COSTSFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Interest expenses on:Ð Finance leases 27,475 24,229Ð Overdrafts 57,792 73,059Ð Bank loan 17,561 ÐNet foreign exchange losses 85,525 5,261188,353 102,5497. STAFF COSTSFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Salaries 1,119,715 926,709Employer's contribution to Central Provident Fund 138,621 92,3841,258,336 1,019,093Number of persons employed at the end of the ®nancial year:±2001 2000$ $Full time 31 28E-9

8. TAX(a) Tax expenseFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Income tax expense attributable to pro®t ismade up of:Current income tax provision Ð Singapore 556,000 ÐDeferred tax provision 25,000 Ð581,000 ÐUnder-provision of income tax in prior year 65,000 ÐUnder-provision of deferred tax in prior years 53,000 Ð699,000 Ð(b)Tax reconciliationThe income tax expense on the results of the Company for the year is higher than theamount of income tax determined by applying the Singapore standard rate of income taxto pro®t before tax mainly due to certain expenses not deductible for income tax purposes,offset by certain exemption in income tax for the year of assessment 2002.(c)Movements in provision for current taxFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Balance at beginning of the ®nancial year/period Ð ÐUnder-provision of income tax in prior year 65,000 ÐCurrent ®nancial year's/period's tax expense onpro®t 556,000 ÐBalance at the end of the ®nancial year/period 621,000 Ð(d)Movements in provision for deferred taxFor the period fromFor the year ended 1 January 1999 to31 March 200131 March 2000$ $Balance at the beginning of the ®nancialyear/period Ð ÐTransfer from income statement 78,000 ÐBalance at the end of the ®nancial year/period 78,000 ÐE-10

8. TAX (cont'd)(e)Composition of deferred taxProvision for deferred tax comprises the estimated expense at currentincome tax rate on the following item:2001 2000$ $Difference in depreciation of ®xed assets for accounting and income taxpurposes 78,000 Ð9. BANK AND CASH BALANCES2001 2000$ $Cash at bank and on hand 35,195 36,832Fixed deposit with a ®nancial institution 320,000 320,000355,195 356,832The ®xed deposit is pledged to a bank for credit facilities of $2,960,000 (31 March 2000:$2,650,000) granted to the Company (Note 17 and 18).10. TRADE RECEIVABLES2001 2000$ $Trade receivables 118,049 60,152Less: Provision for doubtful debts (1,415) Ð116,634 60,152Movements in provision for doubtful debts are as follows:±Balance at the beginning of the ®nancial year Ð ÐProvision made during the ®nancial year (1,415) ÐBalance at the end of the ®nancial year (1,415) Ð11. DUE FROM/TO A RELATED PARTYRelated party refers to Victoria House Pte Ltd (``Victoria House'') which became a fellowsubsidiary of the Company on 30 June 2000 after the acquisition of 100% equity interest in theCompany by Health One Pte Ltd (Note 15). Accordingly, the amount due by Victoria House as at31 March 2001, amounting to $6,681,942, has been classi®ed under amount due by fellowsubsidiaries.E-11

12. OTHER RECEIVABLES2001 2000$ $Deposits 52,030 53,610Advances to suppliers 196,174 ÐPrepayment of consultation fees to a related party 152,342 ÐOther prepayments 16,103 2,146Other receivables 225,000 2,600641,649 58,356Related party refers to a corporation in which a director of the Company has substantial ®nancialinterest.13. INVENTORIES2001 2000$ $Goods, at cost, held for sale 21,736 53,948Goods-in-transit 562,681 Ð584,417 53,94814. FIXED ASSETSCostOfficeBuildingimprovementsComputersystemsMotorvehiclesequipment,furniture& fittingsWarehouseEquipmentPropertyunderdevelopment Total$ $ $ $ $ $ $At 1 April 2000 130,532 389,631 133,059 30,776 27,295 515,022 1,226,315Additions Ð 199,781 107,353 8,127 Ð 485,020 800,281At 31 March 2001 130,532 589,412 240,412 38,903 27,295 1,000,042 2,026,596AccumulateddepreciationAt 1 April 2000 58,739 114,618 41,319 6,500 12,283 Ð 233,459Depreciationcharge 26,107 95,816 43,391 7,607 5,459 Ð 178,380At 31 March 2001 84,846 210,434 84,710 14,107 17,742 Ð 411,839Net book valueAt 31 March2001 45,686 378,978 155,702 24,796 9,553 1,000,042 1,614,757Net book valueAt 31 March 2000 71,793 275,013 91,740 24,276 15,012 515,022 992,856At the balance sheet date, the net book value of motor vehicles and computer systems under®nance lease agreements amounted to $401,598 (31 March 2000: $286,896) [Note 20].E-12

15. IMMEDIATE AND ULTIMATE HOLDING CORPORATIONSThe Company's immediate and ultimate holding corporation is Health One Pte Ltd and OneworldInvestments Pte Ltd respectively, both incorporated in Singapore.16. OTHER PAYABLES AND ACCRUALS2001 2000$ $Other creditors 300,084 424,218Accrued operating expenses 137,742 57,498437,826 481,71617. CURRENT LIABILITIES Ð BORROWINGS2001 2000$ $Bank overdrafts 1,019,521 974,453Lease liabilities [Note 20] 114,887 107,7231,134,408 1,082,176The bank overdraft to the extent of $213,989 (31 March 2000: $1,371) is secured by a pledge of®xed deposits of the Company (Note 9).18. NON-CURRENT LIABILITIES Ð BORROWINGS2001 2000$ $Bank loan (secured) 499,937 ÐLoans from directors Ð 1,635,619Loans from ultimate holding corporation Ð 472,054Lease liabilities [Note 20] 121,761 96,630621,698 2,204,303A bank loan facility of $2,000,000 (31 March 2000: $2,000,000) has been granted to theCompany for the purchase of a property, situated at 57 Ubi Crescent (Landed Terrace Plot 37)Ubi Techpark, Singapore, which is under construction as at the balance sheet date. The loan issecured over that property and also by pledge of ®xed deposits of the Company. Interest ischarged at the lending bank's prevailing prime rate for the ®rst three years and 0.75% abovethe prime rate thereafter. The loan is repayable over a period of 25 years at a monthlyinstalment of $12,282 for the ®rst three years and $13,194 thereafter and on the followingterms:±(a)when the Temporary Occupation Permit (``TOP'') has not been issued and the loan hasbeen disbursed progressively, the Company has the following options:±(i)(ii)to service the monthly instalments based on the aggregate amount of the loan thathas been disbursed; orto service the monthly instalments based on the full loan limit of $2,000,000. Underthis option, the Company is allowed to defer the commencement of repayment ofmonthly instalments for 12 months from the date of the ®rst disbursement or untilthe month following the issuance of the TOP or upon full drawdown of the loan,whichever is earlier. During the deferred period, interest is charged on the loanamount disbursed at 1.5% per annum above the lending bank's prime rate and is tobe serviced monthly commencing in the month following the ®rst disbursement.E-13

18. NON-CURRENT LIABILITIES Ð BORROWINGS (cont'd)(b)when the TOP has been issued and the ®rst disbursement of the loan following the date ofthe issue of TOP is made between the 1 st and 10 th day of the month, the ®rst instalment willbe due on the ®rst day of the following month. When such disbursement of the loan ismade between the 11 th and 31 st of the month, the ®rst instalment will be due on the ®rstday of the following second month.The loan amount outstanding as at the balance sheet date relates to the amount disbursed bythe bank during the period towards the progressive payment for the property under development(Note 14).Subsequent to the year-end, the Company swapped the above property with the propertysituated at 9 Ubi Crescent (Landed Terrace Plot 13) Ubi Techpark, Singapore. Refer to note 23to the ®nancial statements for more details.19. SHARE CAPITALAuthorisedIssued and fully paid2001 2000 2001 2000$ $ $ $Ordinary shares of $1 each 3,000,000 1,000,000 2,600,000 600,000On 30 June 2000, the Company increased its authorised share capital from $1,000,000 to$3,000,000 by the creation of 2,000,000 ordinary shares of $1 each. The Company alsoincreased its issued share capital from $600,000 to $2,600,000 by the issue of 2,000,000ordinary shares of $1 each satis®ed by capitalising the loans from the shareholders. The newlyissued shares rank pari pasu in all material respects with the previously issued shares.20. FINANCE LEASESAmounts payable under ®nance leases are as follows:±2001 2000$ $Not later than one ®nancial year 136,196 130,043Later than one ®nancial period but not later than ®ve ®nancial years 145,829 118,963Minimum lease payments 282,025 249,006Less: Future ®nance charges (45,377) (44,653)Provided for in the ®nancial statements 236,648 204,353Representing lease liabilities:Current (Note 17) 114,887 107,723Non-current (Note 18) 121,761 96,630236,648 204,353E-14

21. COMMITMENTS FOR EXPENDITURE(a) Capital commitmentsCapital commitments at the balance sheet date not provided for in the ®nancialstatements:±2001 2000$ $Expenditure contracted for the purchase of a property 1,500,063 2,034,844(b)Lease commitmentsCommitments at the balance sheet date in relation to non-cancellable operating leasescontracted for at the reporting date but not recognised as liabilities, are payable asfollows:±2001 2000$ $Not later than one ®nancial period 42,200 157,300Later than one ®nancial period but not later than ®ve ®nancial periods Ð 9,30042,200 166,60022. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Company and related partiesduring the ®nancial year on terms agreed by the parties concerned:±For the period fromFor the year ended31 March 20011 January 1999 to31 March 2000$ $With a related partyManagement fees received from Ð 80,000Rental received from Ð 45,000Sales of goods to Ð 10,990,970Product promotion subsidy payable to Ð 160,000Consultation fees paid to 304,474 131,233A related party refers to a corporation in which a director of the Company has substantial®nancial interest.Included in the consultation fees paid to a related party of $304,474 is an amount of $152,342included under prepayment as disclosed in note 12 to the ®nancial statements.E-15

23. POST BALANCE SHEET EVENTSubsequent to the year-end, the Company swapped the purchase of the property from 57 UbiCrescent to 9 Ubi Cresent (``New Property'') for an additional consideration of $868,068, inaddition to the original consideration of $2,500,105.As a result, the Company has also swapped its bank loan facility of $2,000,000 with $2,700,000to part ®nance the additional consideration payable for the New Property. The loan of $2,700,000is secured over the New Property and also by pledge of ®xed deposits of the Company. Interestis charged at 4.75% per annum for the ®rst year, 5.50% per annum for the second year, at thelending bank's prevailing prime rate calculated on monthly rests for the third year, and 0.75%above the prime rate thereafter. The loan is repayable over a period of 25 years at a monthlyinstalment of $15,394 for the ®rst year, $16,581 for the second and third year, and $17,812thereafter and on the terms set out in note 18 to the ®nancial statements.24. COMPARATIVE FIGURESCertain comparative ®gures have been reclassi®ed to conform with the current ®nancial year'spresentation.In particular, the comparatives have been extended to take into account the requirements of therevised Statement of Accounting Standard (``SAS'') 1 Ð Presentation of Financial Statementsand SAS 15 Ð Leases. The operating pro®t is not affected by the adoption of these standardsin the ®nancial statements as the Company was already following the recognition andmeasurement principles of those standards.Auditors' Report Ð Page E-3.E-16

APPENDIX E2NUTRI-ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002E-17

NUTRI-ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002CONTENTSPageAuditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-19Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-20Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-21Statement of Changes in Shareholder's Equity. . . . . . . . . . . . . . . . . . . . . . . . . . E-22Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-23Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-24E-18

AUDITORS' REPORT TO THE SHAREHOLDER OFNUTRI-ACTIVE PTE LTDWe have audited the ®nancial statements of Nutri-Active Pte Ltd for the ®nancial year ended 31 March2002 set out on pages E-20 to E-35. These ®nancial statements are the responsibility of the directors.Our responsibility is to express an opinion on these ®nancial statements based on our audit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a)the accompanying ®nancial statements are properly drawn up in accordance with the provisionsof the Singapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard andso as to give a true and fair view of:(i)(ii)the state of affairs of the Company as at 31 March 2002, its pro®t, changes in equity andcash ¯ows for the ®nancial year ended on that date; andthe other matters required by section 201 of the Act to be dealt with in the ®nancialstatements; and(b)the accounting and other records, and the registers required by the Act to be kept by theCompany have been properly kept in accordance with the provisions of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 16 September 2002E-19

NUTRI-ACTIVE PTE LTDINCOME STATEMENTFor the ®nancial year ended 31 March 2002Notes 2002 2001$ $Sales 3 27,220,015 17,946,635Cost of sales (20,299,333) (12,542,104)Gross pro®t 6,920,682 5,404,531Other operating income 618,872 210,446Distribution costs (2,277,588) (1,672,956)Administrative expenses (1,634,247) (1,533,149)Other operating expenses (135,231) (122,590)Operating pro®t 4 3,492,488 2,286,282Finance income 5 6,127 7,608Finance costs 6 (150,746) (102,828)Pro®t before tax 3,347,869 2,191,062Tax 8 (850,000) (699,000)Net pro®t for the ®nancial year 2,497,869 1,492,062The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-19.E-20

NUTRI-ACTIVE PTE LTDBALANCE SHEETAs at 31 March 2002Notes 2002 2001$ $Current assetsBank and cash balances 9 793,659 355,195Trade receivables 10 185,764 116,634Due from fellow subsidiaries Ð trade 11 9,509,771 6,699,762Due from an associated company of a fellow subsidiary Ð trade 271,121 ÐOther receivables 12 626,927 641,649Inventories 13 2,616,382 584,41714,003,624 8,397,657Non-current assetsFixed assets 14 4,589,361 1,614,757Total assets 18,592,985 10,012,414Current liabilitiesAccounts payable 5,569,281 2,948,490Due to immediate holding corporation Ð trade 15 80,899 128,288Other payables and accruals 16 812,962 437,826Current tax 8 1,471,000 621,000Borrowings 17 1,315,207 1,134,4089,249,349 5,270,012Non-current liabilitiesBorrowings 18 2,725,063 621,698Deferred tax 8 78,000 78,0002,803,063 699,698Total liabilities 12,052,412 5,969,710Net assets 6,540,573 4,042,704Share capital and reserveShare capital 19 2,600,000 2,600,000Retained pro®ts 3,940,573 1,442,7046,540,573 4,042,704The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-19.E-21

NUTRI-ACTIVE PTE LTDSTATEMENT OF CHANGES IN SHAREHOLDER'S EQUITYFor the ®nancial year ended 31 March 2002Retainedprofits/Sharecapital(Accumulatedlosses) Total$ $ $Balance at 1 April 2001 2,600,000 1,442,704 4,042,704Net pro®t and total recognised gains for the ®nancial year Ð 2,497,869 2,497,869Balance at 31 March 2002 2,600,000 3,940,573 6,540,573Balance at 1 April 2000 600,000 (49,358) 550,642Issue of ordinary shares 2,000,000 Ð 2,000,000Net pro®t and total recognised gains for the ®nancial year Ð 1,492,062 1,492,062Balance at 31 March 2001 2,600,000 1,442,704 4,042,704The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-19.E-22

NUTRI-ACTIVE PTE LTDCash ¯ows from operating activitiesCASH FLOW STATEMENTFor the ®nancial year ended 31 March 2002Note 2002 2001$ $Pro®t before tax 3,347,869 2,191,062Adjustments for:Depreciation on ®xed assets 281,996 178,380Loss on disposal of ®xed assets 17,865 ÐInterest income (6,127) (7,608)Interest expense 150,746 102,828Operating cash ¯ow before working capital changes 3,792,349 2,464,662Change in operating assets and liabilities:Receivables (3,135,538) (2,652,192)Inventories (2,031,965) (530,469)Payables 2,671,001 1,142,2361,295,847 424,237Interest paid (37,132) (57,792)Net cash in¯ow from operating activities 1,258,715 366,445Cash ¯ows from investing activitiesPayments for purchase of ®xed assets (2,397,140) (600,380)Interest received 6,127 7,608Net cash out¯ow from investing activities (2,391,013) (592,772)Cash ¯ows from ®nancing activitiesProceeds from bank bills payable 691,359 ÐRepayment of loan from directors Ð (107,673)Proceeds from bank loan 1,960,431 499,937Repayment of bank loan (44,703) ÐPayment of ®nance lease liabilities (195,775) (167,606)Interest paid (113,614) (45,036)Net cash in¯ow from ®nancing activities 2,297,698 179,622Net increase/(decrease) in cash and cash equivalents held 1,165,400 (46,705)Cash and cash equivalents at the beginning of the ®nancial year (664,326) (617,621)Cash and cash equivalents at the end of the ®nancial year 9 501,074 (664,326)The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-19.E-23

NUTRI-ACTIVE PTE LTDNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is domiciled and incorporated in Singapore. The Company's registered of®ce issituated at:9 Ubi CrescentSingapore 408572The principal activity of the Company consists of the wholesale of nutraceutical products andhealth supplements.2. SIGNIFICANT ACCOUNTING POLICIES(a) Basis of accountingThe ®nancial statements are prepared in accordance with and comply with the SingaporeStatements of Accounting Standard. The ®nancial statements are prepared under thehistorical cost convention.The ®nancial statements are expressed in Singapore dollars.(b)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet date or at contracted rates where they arecovered by forward exchange contracts. Exchange differences arising are taken to theincome statement.(c)Revenue recognitionRevenue from the sale of goods is recognised upon delivery to customers.Rental and interest income are recognised on an accrual basis.(d)TaxationDeferred income tax is provided in full, using the liability method, on temporary differencesarising between the tax bases of assets and liabilities and their carrying amounts in the®nancial statements. Tax rates enacted or substantively enacted by the balance sheetdate are used to determine deferred income tax.Deferred tax assets are recognised to the extent that it is probable that future taxable pro®twill be available against which the temporary differences can be utilised.(e)Trade receivablesTrade receivables are carried at original invoice amount less speci®c provisions made fordebts considered to be doubtful. Bad debts are written off when identi®ed.E-24

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(f)InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which theinventories can be realised in the normal course of business after allowing for the costs ofrealisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(g)Depreciation of ®xed assetsFixed assets are stated at cost less accumulated depreciation. Depreciation is calculatedon a straight-line basis to write off the cost of ®xed assets over their expected usefullives. Leasehold property is depreciated over 50 years while all other ®xed assets aredepreciated over 5 years.(h)Impairment of assetsAt each balance sheet date, the Company reviews the carrying amounts of all its assets todetermine whether there are any indications that those assets have suffered impairmentlosses. If any such indications exist, the recoverable amount of the asset concerned isestimated in order to determine the extent of the impairment loss, if any. Where it is notpossible to estimate the recoverable amount of an individual asset, the Companyestimates the recoverable amount of the cash-generating unit to which the asset belongs.If the recoverable amount of an asset is estimated to be less than its carrying amount, thecarrying amount of the asset is reduced to its recoverable amount. Impairment losses arerecognised as an expense immediately.(i)Accounting for leasesA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts. Assets acquired under hire purchase agreements are treated as ®nanceleases.Finance leases and assets on hire purchase are capitalised at the estimated present valueof the underlying lease payments. Each lease or hire purchase payment is allocatedbetween the liability and ®nance charges so as to achieve a constant rate of ®nancecharge on the outstanding liability. The lease or hire purchase obligations, net of ®nancecharges, are included in borrowings. The interest elements of the lease or hire purchasepayments are charged to the pro®t and loss statement over the lease period. Assetsacquired under ®nance leases or hire purchase contracts are depreciated over the usefullife of the assets.Operating lease payments are charged to the pro®t and loss statement on a straight linebasis over the period of the lease.When an operating lease is terminated before the lease period has expired, any paymentrequired to be made to the lessor by way of penalty is recognised as an expense in theperiod in which termination takes place.(j)ProvisionsProvisions are recognised when the Company has a present legal or constructive obligationas a result of past events, it is probable that an out¯ow of resources embodying economicbene®ts will be required to settle the obligation, and a reliable estimate of the amount of theobligation can be made.E-25

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(k)Employee bene®tsEmployee leave entitlementEmployee entitlements to annual leave are recognised when they accrue to the employees.An accrual is made for the estimated liability for annual leave as a result of servicesrendered by employees up to the balance sheet date.(l)Financial risk managementFinancial risk factorsThe Company's activities expose it to a variety of ®nancial risks, including the effects ofchanges in foreign currency exchange rates and interest rates.(i)Foreign exchange riskThe Company's operations are exposed to foreign exchange risk arising mainly fromthe purchases denominated in foreign currencies, mainly US dollar and Dutch Guilder.The Company uses forward contracts to hedge part of its exposure to ¯uctuations inforeign currency exchange rates based on its purchase commitments. However, thesehedges are not speci®cally identi®ed. In general, it is the Company's policy to enterinto forward foreign exchange contracts for up to 25% of net foreign currencypayables anticipated in each month over the following six months. The settlementdates on forward contracts are usually within three to six months from the date ofthe contract.(ii)Interest rate riskThe Company's income and operating cash ¯ows are affected by changes in marketinterest rates. Interest rate risk arises mainly from interest-bearing borrowings. TheCompany borrows mainly at market ¯oating rates and monitors the movement ininterest rates closely.(iii)Credit riskThe Company's exposure to credit risk arises mainly from its fellow subsidiary as theCompany sells its products mainly to the fellow subsidiary. The Company has policiesin place to ensure that sales of products are made to third party customers with anappropriate credit history.(iv)Liquidity riskThe Company's liquidity risk is minimal as it maintains suf®cient funds through its ownresources and an adequate amount of committed credit facilities to meet itscommitted liabilities.3. SALESSales represent the invoiced value of goods sold, net of sales returns and goods and servicestax.E-26

4. OPERATING PROFIT2002 2001$ $Operating pro®t is arrived at:After charging:Auditors' remunerationÐ Current year 14,400 17,000Ð Under-provision in prior year Ð 4,000Depreciation of:Ð Leasehold property 23,995 ÐÐ Building improvements 32,837 26,107Ð Computer systems 143,663 95,816Ð Motor vehicles 64,489 43,391Ð Of®ce equipment, furniture and ®ttings 9,996 7,607Ð Warehouse equipment 7,016 5,459Directors' remuneration 564,086 439,360Provision for doubtful trade debts Ð 1,415Interest on late payment to creditors 85 27,331Rental expense Ð operating leases 179,550 240,450Management fees payable to immediate holding corporation 196,493 128,288Loss on disposal of ®xed assets 17,865 ÐProvision for trade amounts due from a fellow subsidiary 40,000 ÐNet foreign exchange losses 91,240 85,525And crediting:Rental income 36,000 42,117Management fees received 108,000 108,0005. FINANCE INCOME2002 2001$ $Interest income on ®xed deposits 6,127 7,6086. FINANCE COSTSInterest expenses on:2002 2001$ $Ð Finance leases 35,376 27,475Ð Overdrafts 37,132 57,792Ð Bank loan 78,238 17,561150,746 102,828E-27

7. STAFF COSTS2002 2001$ $Salaries 1,286,125 1,119,715Employer's contribution to Central Provident Fund 190,220 138,6211,476,345 1,258,336Number of persons employed at the end of the ®nancial year:2002 2001Full time 34 318. TAX(a)Tax expenseTax expense attributable to pro®t is made up of:2002 2001$ $Current income tax provision 850,000 556,000Deferred tax Ð 25,000In respect of prior ®nancial years:850,000 581,000Under-provision for current tax Ð 65,000Under-provision for deferred tax Ð 53,000850,000 699,000(b)Tax reconciliationThe income tax expense on the results for the ®nancial year varies from the amount ofincome tax determined by applying the Singapore standard rate of income tax to pro®tbefore tax due to the following factors:2002 2001$ $Pro®t before tax 3,347,869 2,191,062Tax calculated at a tax rate of 24.5% (2001: 24.5%) 820,228 536,810Singapore statutory stepped income exemption (12,863) (12,863)Expenses not deductible for tax purposes 42,635 57,053Under-provision of current tax in prior years Ð 65,000Under-provision of deferred tax in prior years Ð 53,000850,000 699,000The tax provision for the year ended 31 March 2002 has been made based on the enactedstatutory tax rate of 24.5% as at the balance sheet date. Subsequent to 31 March 2002,the Singapore Minister of Finance announced a reduction in the corporate tax rate from24.5% to 22% for the year of assessment 2003. The reduction in the statutory tax ratewill therefore, result in tax savings to the Company of approximately $90,000.E-28

8. TAX (cont'd)(c)Movements in the provision for current tax2002 2001$ $Balance at the beginning of the ®nancial year 621,000 ÐCurrent ®nancial year's tax expense 850,000 556,000Under-provision in previous ®nancial year Ð 65,000Balance at the end of the ®nancial year 1,471,000 621,000(d)Movements in the provision for deferred tax2002 2001$ $Balance at the beginning of the ®nancial year 78,000 ÐUnder-provision in prior years Ð 53,000Charged to income statement Ð 25,000Balance at the end of the ®nancial year 78,000 78,000(e)Composition of deferred taxThe deferred tax liability relates mainly to the excess of capital allowances overdepreciation of ®xed assets.9. BANK AND CASH BALANCES2002 2001$ $Cash at bank and on hand 473,659 35,195Fixed deposit with a ®nancial institution 320,000 320,000793,659 355,195(a) The ®xed deposit is pledged to a bank for credit facilities of $3,900,000(31 March 2001: $2,960,000) granted to the Company.(b)(c)Weighted average effective interest rateAs at the balance sheet date, the weighted average effective interest rate on ®xed depositwas 0.88% (31 March 2001: 2.10%).Cash and cash equivalentsFor the purpose of cash ¯ow statement, cash and cash equivalents comprise bank andcash balances, ®xed deposits and bank overdrafts and include the following balancesheet amounts:2002 2001$ $Cash at bank and on hand 473,659 35,195Fixed deposit with a ®nancial institution 320,000 320,000Bank overdrafts (292,585) (1,019,521)501,074 (664,326)E-29

10. TRADE RECEIVABLES2002 2001$ $Trade receivables 185,764 118,049Less: Provision for doubtful debts Ð (1,415)185,764 116,634Movements in provision for doubtful trade debts were as follows:2002 2001$ $Balance at the beginning of the ®nancial year 1,415 ÐProvision made during the ®nancial year Ð 1,415Bad trade debts written off (1,415) ÐBalance at the end of the ®nancial year Ð 1,41511. DUE FROM FELLOW SUBSIDIARIES Ð TRADE2002 2001$ $Amount due 9,549,771 6,699,762Less: Provision for doubtful debts (40,000) Ð9,509,771 6,699,762Movements in provision for doubtful debts were as follows:Balance at the beginning of the ®nancial year Ð ÐProvision made during the ®nancial year 40,000 ÐBalance at the end of the ®nancial year 40,000 Ð12. OTHER RECEIVABLES2002 2001$ $Deposits 277,306 52,030Advances to suppliers 219,583 196,174Prepayment of consultation fees to a related party 120,823 152,342Other prepayments 9,215 16,103Other receivables Ð 225,000626,927 641,649Related party refers to a corporation in which a director of the Company has substantial ®nancialinterest. Subsequent to the balance sheet, the consultancy agreement with the related party hasbeen terminated with effect from 1 August 2002 resulting in the refund of the prepaid amount of$110,317.E-30

13. INVENTORIES2002 2001$ $Merchandise held for sale (at cost) 2,616,382 584,417Included in merchandise held for sale is an amount of $2,583,811 (2001: $562,681) relating togoods-in-transit at the balance sheet date.14. FIXED ASSETSCostLeaseholdproperty$Buildingimprovements$Computersystems$Motorvehicles$Officeequipment,furniture &fittings$WarehouseEquipment$Propertyunderdevelopment$Total$At 1 April 2001 Ð 130,532 589,412 240,412 38,903 27,295 1,000,042 2,026,596Additions Ð 184,859 334,547 103,974 29,014 22,900 2,599,171 3,274,465Disposals Ð (80,950) Ð Ð (1,028) Ð Ð (81,978)Transfers 3,599,213 Ð Ð Ð Ð Ð (3,599,213) ÐAt 31 March2002 3,599,213 234,441 923,959 344,386 66,889 50,195 Ð 5,219,083Accumulated depreciationAt 1 April 2001 Ð 84,846 210,434 84,710 14,107 17,742 Ð 411,839Depreciationcharge 23,995 32,837 143,663 64,489 9,996 7,016 Ð 281,996Disposals Ð (63,411) Ð Ð (702) Ð Ð (64,113)At 31 March2002 23,995 54,272 354,097 149,199 23,401 24,758 Ð 629,722Net bookvalueAt 31 March2002 3,575,218 180,169 569,862 195,187 43,488 25,437 Ð 4,589,361Net book valueAt 31 March2001 Ð 45,686 378,978 155,702 24,796 9,553 1,000,042 1,614,757(a)(b)The leasehold property of the Company, situated at 9 Ubi Crescent (Landed Terrace Plot13) Ubi Techpark, Singapore, is mortgaged to a bank for the bank loan obtained to®nance the acquisition of the property (note 18).At the balance sheet date, the net book value of building improvements, motor vehicles andcomputer systems under ®nance lease agreements amounted to $744,254 (31 March2001: $401,598).15. IMMEDIATE AND ULTIMATE HOLDING CORPORATIONSAt the balance sheet date, the Company's immediate and ultimate holding corporations wereHealth One Limited and Oneworld Investments Pte Ltd (`Òneworld'') respectively, bothincorporated in Singapore.Subsequent to the balance sheet date, Healthcare Group Inc, a company incorporated in BritishVirgin Islands, became the ultimate holding corporation.E-31

16. OTHER PAYABLES AND ACCRUALS2002 2001$ $Other creditors 659,558 300,084Accrued operating expenses 153,404 137,742812,962 437,82617. CURRENT LIABILITIES Ð BORROWINGS2002 2001$ $Bank Bills payable 691,359 ÐBank overdrafts 292,585 1,019,521Bank loan (secured Ð note 18) 68,643 ÐFinance lease liabilities (note 20) 262,620 114,8871,315,207 1,134,408(a)The bank overdraft to the extent of $292,585 (31 March 2001: $213,989) is secured by apledge of ®xed deposit of the Company.(b)Weighted average effective interest ratesThe weighted average effective interest rates at the balance sheet date were as follows:2002 2001% %Bank Bills payable 5.20 ÐBank overdrafts 6.38 5.00Bank loan (secured Ð note 18) 4.75 7.00Finance lease liabilities 6.09 7.7118. NON-CURRENT LIABILITIES Ð BORROWINGS2002 2001$ $Bank loan (secured) 2,347,022 499,937Finance lease liabilities (note 20) 378,041 121,7612,725,063 621,698(a)The bank loan is secured by a mortgage over the leasehold property and by a pledge of®xed deposit of the Company. Interest is charged at 4.75% per annum for the ®rst year,5.50% per annum for the second year, at the lending bank's prevailing prime ratecalculated on monthly rests for the third year, and 0.75% above the prime rate thereafter.The loan is repayable over a period of 25 years at a monthly instalment of $15,394 for the®rst year, $16,581 for the second and third year, and $17,812 thereafter. The amount duewithin the next twelve months from the balance sheet date, amounting to $68,643 (2001:Nil), has been included in current liabilities.E-32

18. NON-CURRENT LIABILITIES Ð BORROWINGS (cont'd)(b)Maturity of non-current borrowingsMaturity of non-current borrowings (excluding ®nance lease liabilities) is as follows:2002 2001$ $Between 1 and 2 years 50,639 ÐBetween 2 and 5 years 170,811 ÐOver 5 years 2,125,572 499,9372,347,022 499,93719. SHARE CAPITAL(a) Authorised ordinary share capitalThe authorised number of ordinary shares is 3 million shares (2001: 3 million) with a parvalue of $1 per share (2001: $1 per share).(b)Issued and fully paid ordinary share capital2002 2001 2002 2001Shares Shares $ $Ordinary shares of $1 each 2,600,000 2,600,000 2,600,000 2,600,00020. FINANCE LEASESAmounts payable under ®nance leases are as follows:2002 2001$ $Not later than one ®nancial year 310,198 136,196Later than one ®nancial period but not later than ®ve ®nancial years 448,857 145,829Minimum lease payments 759,055 282,025Less: Future ®nance charges (118,394) (45,377)640,661 236,648Representing ®nance lease liabilities:Current (Note 17) 262,620 114,887Non-current (Note 18) 378,041 121,761640,661 236,648E-33

21. COMMITMENTSThe commitments at the balance sheet date were as follows:2002 2001$ $Forward contracts for purchase of foreign currency 443,905 ÐAs at the balance sheet date, the settlement dates on the open forward contracts rangedbetween 1 and 3 months. The contractual exchange rate of the Company's outstandingcontracts was US$1 = S$1.83.The fair value of the forward contracts at the balance sheet date approximates the amountdisclosed above.22. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Company and related partiesduring the ®nancial year on terms agreed by the parties concerned:With immediate holding corporation2002 2001$ $Management fees paid to 196,493 128,288With a fellow subsidiary (note a)Sales to 25,883,266 13,939,858Management fees received from 108,000 81,000Rental income received from 36,000 27,000Promotion subsidy paid to 388,294 258,851With an associated company of a fellow subsidiarySales to 226,462 ÐWith a related partySales to (note a) Ð 3,298,491Management fees received from (note a) Ð 27,000Rental income received from (note a) Ð 9,000Consultation fees paid to (note b) Ð 304,474(a)(b)The above transactions with a fellow subsidiary and a related party refer to transactionswith Victoria House Pte Ltd (``Victoria House''), which became a fellow subsidiary of theCompany on 30 June 2000 upon the acquisition of the entire issued share capitals of theCompany and Victoria House by Health One Limited. Prior to 30 June 2000, Victoria Housewas a related party of the Company by virtue of certain directors of the Company havingsubstantial ®nancial interests in Victoria House.Consultation fees paid to a related party refer to fees paid to a corporation in which adirector of the Company has substantial ®nancial interest. Included in the consultationfees paid during the ®nancial year ended 31 March 2001, is an amount of $157,595 whichwas paid for consultation services in respect of the development and expansion of theCompany's operations in Malaysia, to be rendered by a corporation, Arcadia Ltd (acorporation in which a director of the Company has substantial ®nancial interest), for theperiod from 1 January 2001 to 31 December 2005. Of this amount, $5,253 was chargedE-34

22. RELATED PARTY TRANSACTIONS (cont'd)to the income statement for the year ended 31 March 2001, representing the expense forthe period from 1 January 2001 to 31 March 2001. The remaining balance of $152,342 wasincluded as a prepayment in the balance sheet as at 31 March 2001 representing thepayment made in advance for the period from 1 April 2001 to 31 December 2005. Theamount charged as expenses in the income statement for the ®nancial year ended31 March 2002 was $31,519 with the remaining balance of $120,823 remaining asprepayment in the balance sheet as at 31 March 2002 as disclosed in note 12 to the®nancial statements.23. FAIR VALUE INFORMATIONThe ®nancial assets and liabilities of the Company comprise bank and cash balances, ®xeddeposits, trade and other receivables, trade and other payables, bank overdrafts, bank loan and®nance lease liabilities. The carrying values of the ®nancial assets and liabilities as shown in thebalance sheet approximate their fair value amounts at the balance sheet date.24. COMPARATIVESCertain comparative ®gures have been reclassi®ed to conform with the current ®nancial year'spresentation.25. AUTHORISATION OF FINANCIAL STATEMENTSThese ®nancial statements were authorised for issue in accordance with a resolution of thedirectors on 16 September 2002.Auditors' Report Ð Page E-19.E-35

APPENDIX E3VICTORIA HOUSE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001E-36

VICTORIA HOUSE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001CONTENTSPageAuditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-38Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-39Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-40Statement of Changes in Shareholder's Equity . . . . . . . . . . . . . . . . . . . . . . . . E-41Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-42E-37

AUDITORS' REPORT TO THE SHAREHOLDER OF VICTORIA HOUSE PTE LTDWe have audited the ®nancial statements of Victoria House Pte Ltd for the ®nancial year ended31 March 2001 set out on pages E-39 to E-49. These ®nancial statements are the responsibility ofthe directors. Our responsibility is to express an opinion on these ®nancial statements based on ouraudit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a) the accompanying ®nancial statements are properly drawn up in accordance with the provisionsof the Singapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard andso as to give a true and fair view of:±(i) the state of affairs of the Company as at 31 March 2001, its pro®t and changes in equity forthe ®nancial year ended on that date; and(ii) the other matters required by section 201 of the Act to be dealt with in the ®nancialstatements; and(b) the accounting and other records, and the registers required by the Act to be kept by theCompany have been properly kept in accordance with the provisions of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 22 August 2001E-38

VICTORIA HOUSE PTE LTDINCOME STATEMENTFor the ®nancial year ended 31 March 2001NotesFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Sales 3 28,532,498 19,677,802Cost of sales (14,927,209) (9,985,323)Gross pro®t13,605,289 9,692,479Other operating income 279,042 214,190Distribution costs (11,860,688) (8,479,967)Administrative expenses (557,442) (520,884)Other operating expenses (25,381) (69,875)Operating pro®t 4 1,440,820 835,943Finance income 5 574 3,758Finance costs 6 (57,390) (93,225)Pro®t before tax 1,384,004 746,476Tax 8 (524,000) ÐNet pro®t 860,004 746,476The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-38.E-39

VICTORIA HOUSE PTE LTDBALANCE SHEETAs at 31 March 2001Notes 2001 2000$ $Current assetsBank and cash balances 191,048 38,672Trade receivables 425,250 206,447Other receivables 9 908,561 617,064Inventories 10 6,880,462 4,309,9748,405,321 5,172,157Non-current assetsFixed assets 11 984,439 519,387Franchise costs 12 1,089,455 518,7892,073,894 1,038,176Total assets 10,479,215 6,210,333Current liabilitiesAccounts payable 173,974 120,802Due to a fellow subsidiary Ð trade 6,681,943 ÐDue to holding corporation Ð trade 13 203,956 ÐDue to a related party Ð trade 14 Ð 4,522,546Other creditors and accruals 15 1,394,151 782,428Current tax 8 524,000 ÐBorrowings (unsecured) 16 163,600 238,3349,141,624 5,664,110Non-current liabilitiesBorrowings (unsecured) 17 2,689 1,871,325Total liabilities 9,144,313 7,535,435Net assets/(liabilities) 1,334,902 (1,325,102)Share capital and accumulated lossesShare capital 18 2,800,000 1,000,000Accumulated losses (1,465,098) (2,325,102)1,334,902 (1,325,102)The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-38.E-40

VICTORIA HOUSE PTE LTDSTATEMENT OF CHANGES IN SHAREHOLDER'S EQUITYFor the ®nancial year ended 31 March 2001NoteRetainedprofits/Sharecapital(accumulatedlosses) Total$ $ $Balance at 1 April 2000 1,000,000 (2,325,102) (1,325,102)Net pro®t Ð 860,004 860,004Issue of ordinary shares 18 1,800,000 Ð 1,800,000Balance at 31 March 2001 2,800,000 (1,465,098) 1,334,902Balance at 1 January 1999 1,000,000 (3,071,578) (2,071,578)Net pro®t Ð 746,476 746,476Balance at 31 March 2000 1,000,000 (2,325,102) (1,325,102)The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-38.E-41

VICTORIA HOUSE PTE LTDNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2001These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is domiciled and incorporated in Singapore and the ®nancial statements areexpressed in Singapore dollars. The address of the Company's registered of®ce is:±21 Harper RoadSingapore 369681The principal activity of the Company consists of retailing of nutraceutical products and healthsupplements.2. SIGNIFICANT ACCOUNTING POLICIES(a) Basis of accountingThe ®nancial statements are prepared in accordance with and comply with SingaporeStatements of Accounting Standard. The ®nancial statements are prepared under thehistorical cost convention.(b)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet. Exchange differences arising are taken to theincome statement.(c)Bad and doubtful debtsBad debts are written off and speci®c provisions are made for those debts considered tobe doubtful.(d)InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which inventoriescan be realised in the normal course of business after allowing for the costs of realisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(e)Depreciation of ®xed assetsDepreciation is calculated on a straight-line basis to write off the cost of ®xed assets overtheir expected useful lives. The estimated useful life of all ®xed assets is 5 years.E-42

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(f)Franchise costsFranchise costs are paid in respect of every outlet opened by the Company and entitle theCompany the right to operate the outlet for a period of 10 years and such costs are statedin the ®nancial statements at cost less accumulated amortisation. The franchise costs arecapitalised and amortised over a period of 7 years.(g)Leased assetsA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts.Assets purchased under ®nance leases are capitalised and depreciated over the useful livesof the assets. Leased assets and liabilities are established at the present value of theminimum lease payments. The excess of lease payments over the recorded leaseobligations is treated as ®nance charges, which are amortised over each lease term togive a constant rate of charge on the remaining balance of the obligation.Operating lease payments are charged to the income statement in the periods in whichthey are incurred.(h)Revenue recognitionRevenue from the sale of goods is recognised upon delivery to customers.Rental income is recognised on an accrual basis.Interest income is accrued on a day to day basis.(i)TaxationTax expense is determined on the basis of tax effect accounting using the liability method.Deferred taxation is provided on signi®cant timing differences arising from the differenttreatments in accounting and taxation of relevant items.In accounting for timing differences, deferred tax assets are not recognised unless there isreasonable expectation of their realisation.3. SALESSales represents invoiced value of goods sold, net of goods and services tax.E-43

4. OPERATING PROFITFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Operating pro®t is arrived at:After charging:Auditors' remunerationÐ current year 29,000 22,070Ð under-provision in prior year 7,000 ÐDepreciation of:Ð Building improvement 205,313 151,221Ð Computer software 1,286 351Ð Of®ce equipment, furniture and ®ttings 5,460 34,849Ð Plant and machinery 6,626 8,228Ð Store equipment 12,825 9,718Directors' remuneration 61,189 134,082Fixed asset written off 1,080 17,281Bad debts written off 642 ÐAmortisation of franchise costs 151,325 101,597Interest on late payment 10,002 1,336Rental expense Ð operating leases 2,752,192 1,877,798And crediting:Product promotion subsidy 258,851 160,000Rental income 20,185 53,4295. FINANCE INCOMEFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Interest income on deposits 574 3,7586. FINANCE COSTSFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Interest expense on:Ð Finance leases 1,044 1,305Ð Loans Ð 9,239Ð Overdrafts 13,045 35,216Net foreign exchange losses 43,301 47,46557,390 93,225E-44

7. STAFF COSTSFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Salaries 3,356,428 3,066,070Employer's contribution to Central Provident Fund 484,972 297,9603,841,400 3,364,030Number of persons employed at the end of the ®nancial year:±For theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Full time 133 928. TAX(a)Tax expenseFor theyear ended31 March 2001For theperiod from1 January 1999to 31 March 2000$ $Income tax expense attributable to pro®tis made up of:Current income tax Ð Singapore 304,000 ÐUnderprovision of income tax in prior year 220,000 Ð524,000 Ð(b)Tax reconciliationThe income tax expense on the results of the Company is lower than the amount of incometax determined by applying the Singapore standard rate of income tax to pro®t before taxmainly due to the realisation of deferred tax bene®ts not recognised in previous years andcertain exemption in income tax for the year of assessment 2002, offset by certainexpenses not deductible for income tax purposes.E-45

9. OTHER RECEIVABLES2001 2000$ $Other debtors 546 15,526Deposits 862,632 576,044Prepayments 45,383 25,494908,561 617,06410. INVENTORIES2001 2000$ $Goods, at cost, held for sale 6,880,462 4,309,97411. FIXED ASSETSBuildingimprovementComputersoftwareOfficeequipment,furniture& fittingsPlant &machineryStoreequipment Total$ $ $ $ $ $CostAt 1 April 2000 827,723 1,934 141,971 33,132 34,204 1,038,964Additions 621,317 19,375 231 Ð 56,719 697,642Disposals Ð Ð Ð Ð (1,598) (1,598)At 31 March 2001 1,449,040 21,309 142,202 33,132 89,325 1,735,008Accumulated depreciationAt 1 April 2000 354,437 351 133,911 21,239 9,639 519,577Depreciation charge 205,313 1,286 5,460 6,626 12,825 231,510Disposals Ð Ð Ð Ð (518) (518)At 31 March 2001 559,750 1,637 139,371 27,865 21,946 750,569Net book valueAt 31 March 2001 889,290 19,672 2,831 5,267 67,379 984,439Net book valueAt 31 March 2000 473,286 1,583 8,060 11,893 24,565 519,387At the balance sheet date, the net book value of plant and machinery under ®nance leaseagreements amounted to $4,350 (2000: $10,150) [Note 19].E-46

12. FRANCHISE COSTSFranchise costs are stated net of amounts amortised. The movement in the amounts amortisedduring the year is as follows:±2001 2000$ $CostBalance at beginning of the ®nancial year 673,922 609,160Franchise costs paid during the ®nancial year 721,991 64,762Balance at the end of the ®nancial year 1,395,913 673,922Accumulated amortisationBalance at the beginning of the ®nancial year 155,133 53,536Amortisation charge for the ®nancial year 151,325 101,597Balance at the end of the ®nancial year 306,458 155,133Net book value 1,089,455 518,78913. HOLDING CORPORATIONThe Company's immediate and ultimate holding corporation is Health One Pte Ltd and OneworldInvestments Pte Ltd respectively, both incorporated in Singapore.14. DUE TO A RELATED PARTY-TRADERelated party refers to Nutri-Active Pte Ltd (``Nutri-Active'') which became a fellow subsidiary ofthe Company on 30 June 2000 after the acquisition of 100% equity interest in the Company byHealth One Pte Ltd (Note 13). Accordingly the amount due to Nutri-Active as at 31 March 2001,amounting to $6,681,943 has been classi®ed under amount due to a fellow subsidiary.15. OTHER CREDITORS AND ACCRUALS2001 2000$ $Other creditors 297,011 231,756Accrued operating expenses 1,097,140 550,6721,394,151 782,42816. CURRENT LIABILITIES Ð BORROWINGS (UNSECURED)2001 2000$ $Due to a director Ð 102,094Bank overdrafts 158,956 131,596Lease liabilities (note 19) 4,644 4,644163,600 238,334E-47

17. NON-CURRENT LIABILITIES Ð BORROWINGS (UNSECURED)2001 2000$ $Loan from directors Ð 1,240,717Loan from a shareholder Ð 623,275Lease liabilities (note 19) 2,689 7,3332,689 1,871,32518. SHARE CAPITALAuthorisedIssued and fully paid2001 2000 2001 2000$ $ $ $Ordinary shares of $1 each 3,000,000 1,000,000 2,800,000 1,000,000On 30 June 2000, the Company increased its authorised share capital from $1,000,000 to$3,000,000 by the creation of 2,000,000 ordinary shares of $1 each. The Company alsoincreased its issued share capital from $1,000,000 to $2,800,000 by the issue of 1,800,000ordinary shares of $1 each at par, satis®ed by capitalising the loans from the shareholders ofthe Company. The newly issued shares rank pari passu, in all material respects, with thepreviously issued shares.19. FINANCE LEASESAmounts payable under ®nance leases are as follows:±2001 2000$ $Not later than one ®nancial year 5,688 5,688Later than one ®nancial year but not later than®ve ®nancial years 3,298 8,986Minimum lease payments 8,986 14,674Less: Future ®nance charges (1,653) (2,697)7,333 11,977Representing lease liabilities:Current (note 16) 4,644 4,644Non-current (note 17) 2,689 7,3337,333 11,97720. LEASE COMMITMENTSCommitments at the balance sheet date in relation to non-cancellable operating leasescontracted for at the reporting date but not recognised as liabilities, are payable as follows:±2001 2000$ $Not later than one ®nancial year 3,718,291 2,172,606Later than one ®nancial year but not laterthan ®ve ®nancial years 5,612,148 1,848,1839,330,439 4,020,789E-48

21. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Company and related partiesduring the ®nancial year on terms agreed by the parties concerned.For theyear ended31 March 2001For the period from1 January 1999to 31 March 2000$ $With a related partyManagement fees paid to Ð 80,000Rental paid to Ð 45,000Purchase of stocks from Ð 10,990,970Product promotion subsidy received from Ð 160,000Related party refers to Nutri-Active as described in Note 14 to the ®nancial statements.On 3 October 2000, the Company advanced a sum of S$156,000 to a related party, HealthcareGroup Inc (``Healthcare''), a corporation in which a director of the Company has substantial®nancial interest, for the purpose of the subscription by Healthcare of 156,000 new ordinaryshares of S$1.00 each in the share capital of the immediate holding corporation , Health OnePte Ltd (``Health One''), pursuant to a rights issue (``Rights Issue'') by Health One. The amountdue from Healthcare to Company was fully repaid in February 2001.The directors of the Company have sought legal advice from two different law ®rms as towhether the above transaction has inadvertently contravened Section 76 of the Companies Act.The directors have been advised of the implications, the possible consequences and the courseof actions required.22. COMPARATIVE FIGURESCertain comparative ®gures have been reclassi®ed to conform with the current ®nancial period'spresentation.In particular, the comparatives have been extended to take into account the requirements of therevised Statement of Accounting Standard (``SAS'') 1- Presentation of Financial Statements andSAS 15 Ð Leases. The operating pro®t is not affected by the adoption of these standards in the®nancial statements as the Company was already following the recognition and measurementprinciples of those standards.Auditors' Report Ð Page E-38.E-49

APPENDIX E4VICTORIA HOUSE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002E-50

VICTORIA HOUSE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002CONTENTSPageAuditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-52Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-53Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-54Statement of Changes in Shareholder's Equity. . . . . . . . . . . . . . . . . . . . . . . . . . E-55Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-56Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-57E-51

AUDITORS' REPORT TO THE SHAREHOLDER OFVICTORIA HOUSE PTE LTDWe have audited the ®nancial statements of Victoria House Pte Ltd for the ®nancial year ended31 March 2002 set out on pages E-53 to E-68. These ®nancial statements are the responsibility ofthe directors. Our responsibility is to express an opinion on these ®nancial statements based on ouraudit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a)the accompanying ®nancial statements are properly drawn up in accordance with the provisionsof the Singapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard andso as to give a true and fair view of:(i)(ii)the state of affairs of the Company as at 31 March 2002, its pro®t, changes in equity andcash ¯ows for the ®nancial year ended on that date; andthe other matters required by section 201 of the Act to be dealt with in the ®nancialstatements; and(b)the accounting and other records, and the registers required by the Act to be kept by theCompany have been properly kept in accordance with the provisions of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 16 September 2002E-52

VICTORIA HOUSE PTE LTDINCOME STATEMENTFor the ®nancial year ended 31 March 2002Notes 2002 2001$ $Sales 3 40,673,280 27,701,135Cost of sales (23,356,633) (15,261,209)Gross pro®t 17,316,647 12,439,926Other operating income 393,415 279,042Distribution costs (15,869,308) (10,695,325)Administrative expenses (657,386) (557,442)Other operating expenses (28,343) (68,682)Operating pro®t 4 1,155,025 1,397,519Finance income 5 Ð 574Finance costs 6 (7,261) (14,089)Share of results of associated companies (70,000) ÐPro®t before tax 1,077,764 1,384,004Tax 8 (355,000) (524,000)Net pro®t for the ®nancial year 722,764 860,004The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-52.E-53

VICTORIA HOUSE PTE LTDBALANCE SHEETAs at 31 March 2002Notes 2002 2001$ $Current assetsBank and cash balances 423,400 257,029Trade receivables 552,940 359,269Due from holding corporation Ð non-trade 9 21,874 ÐDue from an associated company Ð trade 15,347 ÐOther receivables 10 1,345,552 908,561Inventories 11 10,145,524 6,880,46212,504,637 8,405,321Non-current assetsFixed assets 12 1,336,444 984,439Franchise costs 13 1,358,311 1,089,455Associated companies 14 80,822 Ð2,775,577 2,073,894Total assets 15,280,214 10,479,215Current liabilitiesAccounts payable 244,865 173,974Due to a fellow subsidiary Ð trade 9,510,020 6,681,943Due to holding corporation Ð trade 9 307,334 203,956Other creditors and accruals 15 2,165,858 1,394,151Current tax 8 799,000 524,000Borrowings (unsecured) 16 115,471 163,60013,142,548 9,141,624Non-current liabilitiesDeferred tax 8 80,000 ÐBorrowings (unsecured) 17 Ð 2,68980,000 2,689Total liabilities 13,222,548 9,144,313Net assets 2,057,666 1,334,902Share capital and accumulated lossesShare capital 18 2,800,000 2,800,000Accumulated losses (742,334) (1,465,098)2,057,666 1,334,902The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-52.E-54

VICTORIA HOUSE PTE LTDSTATEMENT OF CHANGES IN SHAREHOLDER'S EQUITYFor the ®nancial year ended 31 March 2002Share Accumulatedcapital losses Total$ $ $Balance at 1 April 2001 2,800,000 (1,465,098) 1,334,902Net pro®t and total recognised gains for the ®nancial year Ð 722,764 722,764Balance at 31 March 2002 2,800,000 (742,334) 2,057,666Balance at 1 April 2000 1,000,000 (2,325,102) (1,325,102)Issue of ordinary shares 1,800,000 Ð 1,800,000Net pro®t and total recognised gains for the ®nancial year Ð 860,004 860,004Balance at 31 March 2001 2,800,000 (1,465,098) 1,334,902The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-52.E-55

VICTORIA HOUSE PTE LTDCASH FLOW STATEMENTFor the ®nancial year ended 31 March 2002Note 2002 2001$ $Cash ¯ows from operating activitiesPro®t before tax 1,077,764 1,384,004Adjustments for:Depreciation and amortisation 617,862 382,835Fixed assets written off 2,320 1,080Net provision for redemption of customers' reward points 516,000 334,000Share of results of associated companies 70,000 ÐInterest income Ð (574)Interest expense 7,261 14,089Operating cash ¯ow before working capital changes 2,291,207 2,115,434Change in operating assets and liabilities:Receivables (667,883) (444,319)Inventories (3,265,062) (2,570,488)Payables 3,258,053 2,694,2481,616,315 1,794,875Interest paid (6,217) (13,045)Net cash in¯ow from operating activities 1,610,098 1,781,830Cash ¯ows from investing activitiesPayments for purchase of ®xed assets (725,579) (697,642)Franchise fees paid (515,464) (721,991)Payment and advances for subscription of shares in associatedcompanies (150,822) ÐInterest received Ð 574Net cash out¯ow from investing activities (1,391,865) (1,419,059)Cash ¯ows from ®nancing activitiesRepayment of loans from directors Ð (166,086)Payment of ®nance lease liabilities (4,644) (4,644)Interest paid (1,044) (1,044)Net cash out¯ow from ®nancing activities (5,688) (171,774)Net increase in cash and cash equivalents held 212,545 190,997Cash and cash equivalents at the beginning of the ®nancial year 98,073 (92,924)Cash and cash equivalents at the end of the ®nancial year 19 310,618 98,073The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-52.E-56

VICTORIA HOUSE PTE LTDNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2002These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is domiciled and incorporated in Singapore. The Company's registered of®ce issituated at:9 Ubi CrescentSingapore 408572The principal activity of the Company consists of retailing of nutraceutical products and healthsupplements.2. SIGNIFICANT ACCOUNTING POLICIES(a) Basis of accountingThe ®nancial statements are prepared in accordance with and comply with SingaporeStatements of Accounting Standard. The ®nancial statements are prepared in accordancewith the historical cost convention.The ®nancial statements are expressed in Singapore Dollars.(b)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet date. Exchange differences arising are taken tothe income statement.(c)Revenue recognitionRevenue from the sale of goods is recognised upon passage of title to customers whichgenerally coincides with their delivery and acceptance of the goods by the customers.Rental and interest income are recognised on an accrual basis.(d)TaxationDeferred income tax is provided in full, using the liability method, on temporary differencesarising between the tax bases of assets and liabilities and their carrying amounts in the®nancial statements. The principal temporary differences arise from depreciation on ®xedassets. Tax rates enacted or substantively enacted by the balance sheet date are used todetermine deferred income tax.Deferred tax assets are recognised to the extent that it is probable that future taxable pro®twill be available against which the temporary differences can be utilised.Deferred income tax is provided on temporary differences arising on investments inassociated companies except where the timing of the reversal of the temporary differencecan be controlled and it is probable that the temporary difference will not reverse in theforeseeable future.E-57

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(e)Trade receivablesTrade receivables are carried at original invoice amount less speci®c provisions made fordebts considered to be doubtful. Bad debts are written off when identi®ed.(f)InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which inventoriescan be realised in the normal course of business after allowing for the costs of realisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(g)Depreciation of ®xed assetsFixed assets are stated at cost less accumulated depreciation. Depreciation is calculatedon a straight-line basis to write off the cost of ®xed assets over their expected usefullives. The estimated useful life of all ®xed assets is 5 years.(h)Impairment of assetsAt each balance sheet date, the Company reviews the carrying amounts of all its assets todetermine whether there are any indications that those assets have suffered impairmentlosses. If any such indications exist, the recoverable amount of the asset concerned isestimated in order to determine the extent of the impairment loss, if any. Where it is notpossible to estimate the recoverable amount of an individual asset, the Companyestimates the recoverable amount of the cash-generating unit to which the asset belongs.If the recoverable amount of an asset is estimated to be less than its carrying amount, thecarrying amount of the asset is reduced to its recoverable amount. Impairment losses arerecognised as an expense immediately.(i)Franchise costsFranchise costs are paid in respect of every outlet opened by the Company and entitle theCompany the right to operate the outlet for a period of 10 years and such costs are statedin the ®nancial statements at cost less accumulated amortisation. The franchise costs arecapitalised and amortised over a period of 7 years.(j)Associated companiesThe Company treats as associated companies those companies in which the Company haslong-term equity interest of between 20 to 50 percent and over whose ®nancial andoperating policies it has signi®cant in¯uence.Associated companies are accounted for under the equity method whereby the Company'sshare of pro®ts less losses of associated companies is included in the income statementand the Company's share of net assets is included in the balance sheet. These amountsare taken from the management accounts made up to the balance sheet date of theCompany. Where the accounting policies of the associated companies do not conformwith those of the Company, adjustments are made where the amounts involved areconsidered material to the Company.Unrealised gains on transactions between the Company and associated companies areeliminated to the extent of the Company's interest in the associated companies.Unrealised losses are also eliminated unless the cost cannot be recovered.E-58

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(k)Accounting for leasesA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts. Assets acquired under hire purchase agreements are treated as ®nanceleases.Finance leases and assets on hire purchase are capitalised at the estimated present valueof the underlying lease payments. Each lease or hire purchase payment is allocatedbetween the liability and ®nance charges so as to achieve a constant rate of ®nancecharge on the outstanding liability. The lease or hire purchase obligations, net of ®nancecharges, are included in borrowings. The interest elements of the lease or hire purchasepayments are charged to the pro®t and loss statement over the lease period. Assetsacquired under ®nance leases or hire purchase contracts are depreciated over the usefullife of the assets.Operating lease payments are charged to the pro®t and loss statement on a straight linebasis over the period of the lease.When an operating lease is terminated before the lease period has expired, any paymentrequired to be made to the lessor by way of penalty is recognised as an expense in theperiod in which termination takes place.(l)ProvisionsProvisions are recognised when the Company has a present legal or constructive obligationas a result of past events, it is probable that an out¯ow of resources embodying economicbene®ts will be required to settle the obligation, and a reliable estimate of the amount of theobligation can be made.Redemption of customers' reward pointsThe Company issues ``VIP Cards'' to customers who enrol as VIP members. Customersholding VIP Cards are awarded reward points upon the purchase of the Company'sproducts. These reward points are not transferable or exchangeable for cash. Suchreward points earned are redeemable only upon subsequent minimum purchases of theCompany's products. The Company recognises the estimated liability of the cost of theproducts to be redeemed by the customers using the reward points given on thepurchases made. The provision is calculated based on the estimated value of the rewardpoints, which approximates the cost of the products to the Company.(m)(n)Employee bene®tsEmployee leave entitlementEmployee entitlements to annual leave are recognised when they accrue to employees. Aprovision is made for the estimated liability for annual leave as a result of services renderedby employees up to the balance sheet date.Financial risk managementThe Company's activities are not exposed to signi®cant ®nancial risks, such as the effectsof changes in foreign currency exchange rates and interest rates, credit risk and liquidityrisk.(i)Foreign exchange riskAs the Company operates retail stores primarily in Singapore and its transactions aredenominated in Singapore dollars, which is also the reporting currency, its exposureto exchange risk is minimal.The Company has investments in foreign associated companies, whose net assetsare exposed to currency translation risk.E-59

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)(n)Financial risk management (cont'd)(ii) Interest rate riskThe Company's exposure to interest rate risk is minimal as it has no signi®cantinterest-bearing assets and liabilities.(iii)Credit riskThe Company has no signi®cant concentration of credit risk as its sales arepredominantly transacted on a cash basis, which minimises its exposure to credit risk.(iv)Liquidity riskThe Company's liquidity risk is minimal as it maintains suf®cient funds through its ownresources and an adequate amount of committed credit facilities to meet itscommitted liabilities.3. SALESSales represent invoiced value of goods sold, net of sales returns and goods and services tax.4. OPERATING PROFITOperating pro®t is arrived at:After charging:Auditors' remuneration2002 2001$ $Ð current year 30,000 29,000Ð under-provision in prior year Ð 7,000Depreciation of:Ð Building improvement 342,185 205,313Ð Computer software 4,352 1,286Ð Of®ce equipment, furniture and ®ttings 2,045 5,460Ð Plant and machinery 5,003 6,626Ð Store equipment 17,669 12,825Directors' remuneration 32,550 61,189Fixed asset written off 2,320 1,080Bad trade debts written off 2,720 642Amortisation of franchise costs 246,608 151,325Management fees payable to immediate holding corporation 307,334 203,956Interest on late payment to creditors 3,320 10,002Rental expense Ð operating leases 4,243,522 2,752,192Provision for redemption of customers' reward points (note 15) 1,186,000 791,000Net foreign exchange losses Ð 43,301And crediting:Net foreign exchange gains 5,121 ÐProduct promotion subsidy 388,294 258,851Rental income Ð 20,185E-60

5. FINANCE INCOME2002 2001$ $Interest income on deposits Ð 5746. FINANCE COSTSInterest expense on:2002 2001$ $Ð Finance leases 1,044 1,044Ð Overdrafts 6,217 13,0457,261 14,0897. STAFF COSTS2002 2001$ $Salaries 4,979,425 3,356,428Employer's contribution to Central Provident Fund 835,341 484,9725,814,766 3,841,400Number of persons employed at the end of the ®nancial year:2002 2001Full time 185 1338. TAX(a)Tax expenseIncome tax expense attributable to pro®t is made up of:2002 2001$ $Current income tax 275,000 304,000Deferred tax 80,000 Ð355,000 304,000Under-provision of income tax in prior year Ð 220,000355,000 524,000E-61

8. TAX (cont'd)(b)Tax reconciliationThe income tax expense on the results for the ®nancial year varies from the amount ofincome tax determined by applying the Singapore standard rate of income tax to pro®tbefore tax due to the following factors:2002 2001$ $Pro®t before tax 1,077,764 1,384,004Tax calculated at a tax rate of 24.5%(2001: 24.5%) 264,052 339,081Singapore statutory stepped income exemption (12,863) (12,863)Realisation of deferred tax bene®ts not previously recognised Ð (85,585)Shares of loss of associated companies not deductible for tax purposes 17,150 ÐExpenses not deductible for tax purposes 86,661 63,367Under-provision of current tax in prior years Ð 220,000355,000 524,000The tax provision for the year ended 31 March 2002 has been arrived at based on theenacted statutory tax rate of 24.5% as at the balance sheet date. Subsequent to 31March 2002, the Singapore Minister of Finance announced a reduction in the corporatetax rate from 24.5% to 22% for the year of assessment 2003. The reduction in thestatutory tax rate will therefore, result in tax savings to the Company of approximately$36,000.(c)Movements in the provision for current tax2002 2001$ $Balance at the beginning of the ®nancial year 524,000 ÐCurrent ®nancial year's tax expense 275,000 304,000Under-provision in previous ®nancial year Ð 220,000Balance at the end of the ®nancial year 799,000 524,000(d)Movements in the provision for deferred tax2002 2001$ $Balance at the beginning of the ®nancial year Ð ÐCharged to income statement 80,000 ÐBalance at the end of the ®nancial year 80,000 Ð(e)Composition of deferred taxThe deferred tax liability relates mainly to accelerated capital allowances over depreciationof ®xed assets.E-62

9. IMMEDIATE AND ULTIMATE HOLDING CORPORATIONSAt the balance sheet date, the Company's immediate and ultimate holding corporations wereHealth One Limited and Oneworld Investments Pte Ltd (`Òneworld'') respectively, bothincorporated in Singapore.Subsequent to the balance sheet date, Healthcare Group Inc, a company incorporated in BritishVirgin Islands, became the ultimate holding corporation.10. OTHER RECEIVABLES2002 2001$ $Other debtors 14,921 546Deposits 1,227,824 862,632Prepayments 102,807 45,3831,345,552 908,56111. INVENTORIES2002 2001$ $Merchandise held for sale (at cost) 10,145,524 6,880,46212. FIXED ASSETSCostBuildingimprovementComputersoftwareOfficeequipment,furniture &fittingsPlant &machineryStoreequipment Total$ $ $ $ $ $At 1 April 2001 1,449,040 21,309 142,202 33,132 89,325 1,735,008Additions 718,878 449 Ð Ð 6,252 725,579Disposals (2,900) Ð Ð Ð Ð (2,900)At 31 March 2002 2,165,018 21,758 142,202 33,132 95,577 2,457,687Accumulated depreciationAt 1 April 2001 559,750 1,637 139,371 27,865 21,946 750,569Depreciation charge 342,185 4,352 2,045 5,003 17,669 371,254Disposals (580) Ð Ð Ð Ð (580)At 31 March 2002 901,355 5,989 141,416 32,868 39,615 1,121,243Net book valueAt 31 March 2002 1,263,663 15,769 786 264 55,962 1,336,444Net book valueAt 31 March 2001 889,290 19,672 2,831 5,267 67,379 984,439E-63

13. FRANCHISE COSTSFranchise costs are stated net of amounts amortised. The movements in amortised franchisecosts during the ®nancial year were as follows:Cost2002 2001$ $Balance at beginning of the ®nancial year 1,395,913 673,922Franchise costs paid during the ®nancial year 515,464 721,991Balance at the end of the ®nancial year 1,911,377 1,395,913Accumulated amortisationBalance at the beginning of the ®nancial year 306,458 155,133Amortisation charge for the ®nancial year 246,608 151,325Balance at the end of the ®nancial year 553,066 306,458Net book value 1,358,311 1,089,45514. ASSOCIATED COMPANIES2002 2001$ $Investments in equity shares, at cost 2 ÐShare of post-acquisition losses (70,000) Ð(69,998) ÐAdvances to associated companies 150,820 Ð80,822 Ð(a)The following information relates to the associated companies:Name of companyPrincipal activitiesFinancialyear-endCountry ofincorporationand businessEquity holdingCost ofinvestment2002 2001 2002 2001% % $ $Victoria HouseNutritional Products(M) Sdn BhdWholesale ofnutraceuticalproducts and healthsupplements31 December Malaysia 50 Ð 1 ÐGNC NutritionalProducts (M) Sdn BhdRetailing ofnutraceuticalproducts and healthsupplements31 December Malaysia 50 Ð 1 Ð2 Ð(b)The advances made to the associated companies are unsecured, interest-free and have no®xed terms of repayment. Subsequent to the balance sheet date, the Company increasedits investments in the equity shares of the associated companies by capitalising theadvances whilst maintaining the Company's interests in their respective issued sharecapitals at 50%.E-64

15. OTHER CREDITORS AND ACCRUALS2002 2001$ $Other creditors 300,171 297,011Provision for redemption of customers' reward points Ð note 2(l) 1,150,000 634,000Accrued operating expenses 715,687 463,1402,165,858 1,394,151Movements in provision for redemption of customers' reward points were as follows:2002 2001$ $Balance at the beginning of the ®nancial year 634,000 300,000Provision made during the ®nancial year 1,186,000 791,000Provision utilised during the ®nancial year (670,000) (457,000)Balance at the end of the ®nancial year 1,150,000 634,00016. CURRENT LIABILITIES Ð BORROWINGS (UNSECURED)2002 2001$ $Bank overdrafts 112,782 158,956Finance lease liabilities (note 20) 2,689 4,644115,471 163,600Weighted average effective interest ratesThe weighted average effective interest rates at the balance sheet date were as follows:2002 2001% %Bank overdrafts 7.5 7.5Finance lease liabilities 4.5 4.517. NON-CURRENT LIABILITIES Ð BORROWINGS (UNSECURED)2002 2001$ $Finance lease liabilities (note 20) Ð 2,68918. SHARE CAPITAL(a) Authorised ordinary share capitalThe authorised number of ordinary shares is 3 million shares (2001: 3 million) with a parvalue of $1 per share (2001: $1 per share).(b)Issued and fully paid ordinary share capital2002 2001 2002 2001Shares Shares $ $Ordinary shares of $1 each 2,800,000 2,800,000 2,800,000 2,800,000E-65

19. CASH AND CASH EQUIVALENTSFor the purpose of cash ¯ow statement, cash and cash equivalents comprise bank and cashbalances, net of bank overdrafts and include the following balance sheet amounts:2002 2001$ $Cash at bank and on hand 423,400 257,029Bank overdrafts (112,782) (158,956)310,618 98,07320. FINANCE LEASESAmounts payable under ®nance leases are as follows:2002 2001$ $Not later than one ®nancial year 3,298 5,688Later than one ®nancial year but not later than ®ve ®nancial years Ð 3,298Minimum lease payments 3,298 8,986Less: Future ®nance charges (609) (1,653)2,689 7,333Representing lease liabilities:Current (note 16) 2,689 4,644Non-current (note17) Ð 2,6892,689 7,33321. COMMITMENTS(a) Lease commitmentsCommitments at the balance sheet date in relation to non-cancellable operating leasescontracted for at the reporting date but not recognised as liabilities, are payable as follows:2002 2001$ $Not later than one ®nancial year 4,428,145 3,718,291Later than one ®nancial year but not later than ®ve ®nancial years 4,818,738 5,612,1489,246,883 9,330,439The rental expenses for certain retail outlets vary according to the terms and conditions, asset out in their respective tenancy agreements. The rentals for those outlets are based onthe higher of a ®xed base rent per month or a percentage of the turnover generated by theparticular outlet.E-66

21. COMMITMENTS (cont'd)(b)Other commitments2002 2001$ $Subscription of additional shares in associated companies 362,527 ÐSubsequent to the balance sheet date, the Company subscribed for additional shares inthe associated companies at a cost of $362,527 of which $150,820 was satis®ed bycapitalising the advances made by the Company as at the balance sheet date (note 14 tothe ®nancial statements). The remaining balance of $211,707 was satis®ed by cash. TheCompany maintained its interests in the issued share capitals of the associatedcompanies at 50%.22. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Company and related partiesduring the ®nancial year on terms agreed by the parties concerned:With immediate holding corporation2002 2001$ $Management fees paid to 307,334 203,956With a fellow subsidiaryPurchases from 25,883,266 13,939,858Management fees paid to 108,000 81,000Rental paid to 36,000 27,000Promotion subsidy received from 388,294 258,851With a related partyPurchases from Ð 3,298,491Management fees paid to Ð 27,000Rental paid to Ð 9,000The above transactions with a fellow subsidiary and a related party refer to transactions withNutri-Active Pte Ltd (``Nutri-Active''), which became a fellow subsidiary of the Company on 30June 2000 upon the acquisition of the entire issued share capitals of the Company and Nutri-Active by Health One Limited. Prior to 30 June 2000, Nutri-Active was a related party of theCompany by virtue of certain directors of the Company having substantial ®nancial interests inNutri-Active.23. FAIR VALUE INFORMATIONThe ®nancial assets and liabilities of the Company comprise bank and cash balances, trade andother receivables, trade and other payables, bank overdrafts and ®nance lease liabilities. Thecarrying values of the ®nancial assets and liabilities as shown in the balance sheet approximatetheir fair value amounts at the balance sheet date.E-67

24. COMPARATIVE FIGURESCertain comparative ®gures have been reclassi®ed to conform with current year's presentation.In past years, the Company recognised the sales value of the products redeemed by thecustomers from the utilisation of their reward points and the provision made for the redemptionof the customers' reward points as distribution costs. In the current ®nancial year, the sales valueof the Company's products redeemed has been re¯ected as a reduction from the sales amountwhilst the provision made for the redemption has been reclassi®ed to cost of sales. Thecomparative ®gures have been reclassi®ed accordingly to present the ®nancial information on acomparable basis.25. AUTHORISATION OF FINANCIAL STATEMENTSThese ®nancial statements were authorised for issue in accordance with a resolution of thedirectors on 16 September 2002.Auditors' Report Ð Page E-52.E-68

APPENDIX E5GLOBAL ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial period from25 October 2001 (date of incorporation ) to 31 March 2002E-69

GLOBAL ACTIVE PTE LTD(Incorporated in Singapore)FINANCIAL STATEMENTSFor the ®nancial period from25 October 2001 (date of incorporation ) to 31 March 2002CONTENTSPageAuditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-71Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-72Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-73Statement of Changes in Shareholders' Equity. . . . . . . . . . . . . . . . . . . . . . . . . . E-74Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-75E-70

AUDITORS' REPORT TO THE SHAREHOLDERS OFGLOBAL ACTIVE PTE LTDWe have audited the ®nancial statements of Global Active Pte Ltd for the ®nancial period from25 October 2001 (date of incorporation) to 31 March 2002 set out on pages E-72 to E-76. These®nancial statements are the responsibility of the directors. Our responsibility is to express an opinionon these ®nancial statements based on our audit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a)the accompanying ®nancial statements are properly drawn up in accordance with the provisionsof the Singapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard andso as to give a true and fair view of:(i)(ii)the state of affairs of the Company as at 31 March 2002, its results and changes in equityfor the ®nancial period ended on that date; andthe other matters required by section 201 of the Act to be dealt with in the ®nancialstatements; and(b)the accounting and other records, and the registers required by the Act to be kept by theCompany have been properly kept in accordance with the provisions of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 16 September 2002E-71

GLOBAL ACTIVE PTE LTDINCOME STATEMENTFor the ®nancial period from25 October 2001 (date of incorporation) to 31 March 2002NotePeriod from25.10.2001 to31.3.2002$Income 3 ÐExpenses 3 ÐThe accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-71.E-72

GLOBAL ACTIVE PTE LTDBALANCE SHEETAs at 31 March 2002Note 31.3.2002$Current assetCash on hand 2Shareholder's equityShare capital 4 2The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-71.E-73

GLOBAL ACTIVE PTE LTDSTATEMENT OF CHANGES IN SHAREHOLDERS' EQUITYFor the ®nancial period from25 October 2001 (date of incorporation) to 31 March 2002NoteSharecapital$Subscriber shares issued on incorporation 4 2Balance as at 31 March 2002 2The accompanying notes form an integral part of these ®nancial statements.Auditors' Report Ð Page E-71.E-74

GLOBAL ACTIVE PTE LTDNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial period ended 31 March 2002These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is incorporated and domiciled in Singapore. The Company's registered of®ce issituated at:9 Ubi CrescentSingapore 408572The principal activity of the Company is that of an investment holding company.The Company has not commenced operations since the date of its incorporation.2. SIGNIFICANT ACCOUNTING POLICYBasis of accountingThe ®nancial statements are prepared in accordance with and comply with SingaporeStatements of Accounting Standard. The ®nancial statements are prepared under the historicalcost convention.The ®nancial statements are expressed in Singapore dollars.3. RESULTS FOR THE FINANCIAL PERIODThe Company has not made a pro®t nor incurred a loss for the ®nancial period ended 31 March2002. The following statutory expenses for the period ended 31 March 2002 have been borne bythe shareholders:Period from25.10.2001 to31.3.2002$Auditors' remuneration 1,000Incorporation costs 3,5954. SHARE CAPITAL(a) Authorised ordinary share capitalThe authorised number of ordinary shares is 100,000 shares with a par value of $1 pershare.E-75

4. SHARE CAPITAL (cont'd)(b)Issued ordinary share capital31.3.2002Shares31.3.2002$Subscriber shares issued on incorporation 2 2Balance at the end of the ®nancial period 2 2On incorporation, the Company issued 2 subscribers' ordinary shares of $1 each at par forcash, for the purpose of incorporation.5. HOLDING CORPORATIONSubsequent to the balance sheet date, Healthcare Group Inc. (``Health Care''), a corporationincorporated in British Virgin Islands, became the immediate and ultimate holding corporationof the Company. Health Care is a corporation in which the directors of the Company havesubstantial ®nancial interest.6. COMPARATIVESThere are no comparatives as this is the ®rst set of ®nancial statements prepared since theCompany's incorporation on 25 October 2001.7. AUTHORISATION OF FINANCIAL STATEMENTSThese ®nancial statements were authorised for issue in accordance with a resolution of thedirectors on 16 September 2002.Auditors' Report Ð Page E-71.E-76

APPENDIX E6GLOBAL ACTIVE LIMITED(Incorporated in Singapore)AND ITS SUBSIDIARIESFINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2003E-77

GLOBAL ACTIVE LIMITED(Incorporated in Singapore)AND ITS SUBSIDIARIESFINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2003ContentsPageAuditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-79Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-80Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-81Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . E-82Statement of Changes in Equity Ð Company . . . . . . . . . . . . . . . . . . . . . . . . . . E-83Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-84Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-85E-78

AUDITORS' REPORT TO THE MEMBERS OFGLOBAL ACTIVE LIMITEDWe have audited the ®nancial statements of Global Active Limited and the consolidated ®nancialstatements of the Group for the ®nancial year ended 31 March 2003 set out on pages E-80 toE-103. These ®nancial statements are the responsibility of the director of the Company. Ourresponsibility is to express an opinion on these ®nancial statements based on our audit.We conducted our audit in accordance with Singapore Standards on Auditing. Those Standardsrequire that we plan and perform our audit to obtain reasonable assurance whether the ®nancialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the ®nancial statements. An audit also includes assessingthe accounting principles used and signi®cant estimates made by the directors, as well as evaluatingthe overall ®nancial statement presentation. We believe that our audit provides a reasonable basis forour opinion.In our opinion,(a) the accompanying financial statements of the Company and the consolidated financialstatements of the Group are properly drawn up in accordance with the provisions of theSingapore Companies Act (`Àct'') and Singapore Statements of Accounting Standard and soas to give a true and fair view of:(i) the state of affairs of the Company and of the Group as at 31 March 2003, the results andchanges in equity of the Company and the Group, and the cash flows of the Group for thefinancial year ended on that date; and(ii) the other matters required by section 201 of the Act to be dealt with in the financialstatements of the Company and the consolidated financial statements of the Group; and(b) the accounting and other records, and the registers required by the Act to be kept by theCompany and by those subsidiaries incorporated in Singapore of which we are the auditorshave been properly kept in accordance with the provisions of the Act.We have considered the ®nancial statements of a subsidiary which is not required to be audited by thelaws of its country of incorporation, being ®nancial statements included in the consolidated ®nancialstatements. The name of this subsidiary is stated in Note 15 to the ®nancial statements.We are satis®ed that the ®nancial statements of the subsidiaries that have been consolidated with the®nancial statements of the Company are in form and content appropriate and proper for the purposesof the preparation of the consolidated ®nancial statements and we have received satisfactoryinformation and explanations as required by us for those purposes.The auditors' reports on the ®nancial statements of the subsidiaries were not subject to anyquali®cation and in respect of subsidiaries incorporated in Singapore, did not include any commentmade under Section 207(3) of the Act.PricewaterhouseCoopersCerti®ed Public AccountantsSingapore, 16 July 2003E-79

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESINCOME STATEMENTSFor the ®nancial year ended 31 March 2003NotesThe GroupYearended31.3.2003Yearended31.3.2003$ $ $The CompanyPeriod from25.10.2001to31.3.2002Sales 3 30,235,786 Ð ÐCost of sales (13,614,950) Ð ÐGross pro®t 16,620,836 Ð ÐOther operating income 3 959,208 81,222 ÐDistribution costs (12,589,601) Ð ÐAdministrative expenses (1,425,461) (223,060) ÐOther operating expenses (28,117) Ð ÐOperating pro®t/(loss) 4 3,536,865 (141,838) ÐFinance income 5 1,402 Ð ÐFinance costs 6 (139,878) Ð ÐShare of results of associated companies 14 (295,936) Ð ÐPro®t/(loss) before tax 3,102,453 (141,838) ÐTax 8 (707,157) Ð ÐNet pro®t/(loss) for the ®nancial year 2,395,296 (141,838) ÐEarnings per share (basic) 9 3.48 centsThe accompanying notes form an integral part of these ®nancial statements.Auditors' Report - Page E-79.E-80

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESBALANCE SHEETSAs at 31 March 2003The Group The CompanyNotes 2003 2003 2002$ $ $Current assetsBank and cash balances 1,045,191 2 2Fixed deposits 10 320,000 Ð ÐTrade receivables 1,644,441 12,624 ÐDue from subsidiaries Ð trade Ð 84,471 ÐDue from associated companies 11 1,490,214 Ð ÐOther receivables, deposits and prepayments 12 2,900,149 546,103 ÐInventories 13 10,444,493 Ð Ð17,844,488 643,200 2Non-current assetsAssociated companies 14 225,889 Ð ÐSubsidiaries 15 Ð 8,355,001 ÐProperty, plant and equipment 16 6,188,336 Ð ÐIntangibles 17 1,564,769 Ð ÐDeferred tax asset 18 460,600 Ð Ð8,439,594 8,355,001 ÐTotal assets 26,284,082 8,998,201 2Current liabilitiesTrade payables 6,823,522 Ð ÐDue to subsidiaries Ð non-trade 19 Ð 300,016 ÐOther creditors and accruals 20 2,266,145 485,021 ÐCurrent tax 8 1,786,699 Ð ÐBorrowings 21 1,396,140 Ð Ð12,272,506 785,037 ÐNon-current liabilitiesBorrowings 22 3,003,278 Ð ÐDeferred tax liability 18 258,000 Ð Ð3,261,278 Ð ÐTotal liabilities 15,533,784 785,037 ÐNet assets 10,750,298 8,213,164 2Share capital and reserveShare capital 23 8,000,000 8,000,000 2Share premium 355,002 355,002 ÐRetained pro®ts/(accumulated losses) 2,395,296 (141,838) Ð10,750,298 8,213,164 2The accompanying notes form an integral part of these ®nancial statements.Auditors' Report - Page E-79.E-81

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the ®nancial year ended 31 March 2003NoteSharecapitalSharepremiumRetainedprofitsTotal$ $ $ $Balance at 1 April 2002 2 Ð Ð 2Issue of shares 23 7,999,998 355,002 Ð 8,355,000Total recognised gains for the ®nancialyear Ð Net pro®t Ð Ð 2,395,296 2,395,296Balance at 31 March 2003 8,000,000 355,002 2,395,296 10,750,298The accompanying notes form an integral part of these ®nancial statements.Auditors' Report - Page E-79.E-82

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESSTATEMENT OF CHANGES IN EQUITY Ð COMPANYFor the ®nancial year ended 31 March 2003NoteShare capitalSharepremiumAccumulatedlossesTotal$ $ $ $Balance at 1 April 2002 2 Ð Ð 2Issue of shares 23 7,999,998 355,002 Ð 8,355,000Total recognised losses for the®nancial year Ð Net loss Ð Ð (141,838) (141,838)Balance at 31 March 2003 8,000,000 355,002 (141,838) 8,213,164Issue of shares on incorporation 2 Ð Ð 2Balance at 31 March 2002 2 Ð Ð 2The accompanying notes form an integral part of these ®nancial statements.Auditors' Report - Page E-79.E-83

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESCONSOLIDATED CASH FLOW STATEMENTFor the ®nancial year ended 31 March 2003Year endedNotes 31.3.2003$Cash ¯ows from operating activitiesPro®t before tax 3,102,453Adjustments for:Depreciation and amortisation 751,549Loss on disposal of property, plant and equipment 2,183Net movement in provision for redemption of customers' reward points (190,000)Share of results of associated companies 295,936Interest expense 145,291Interest income (1,402)Operating cash ¯ow before working capital changes 4,106,010Change in operating assets and liabilities:Receivables (1,877,275)Inventories 1,421,845Payables (780,929)2,869,651Interest paid (27,361)Tax paid (1,197,657)Net cash in¯ow from operating activities 1,644,633Cash ¯ows from investing activitiesPayment for acquisition of subsidiaries, net of cash acquired 15(c) (43,003)Payments for purchase of property, plant and equipment (127,682)Proceeds on disposal of property, plant and equipment 24,368Franchise fees paid (61,526)Distribution fee paid (200,000)Payment for subscription of shares in associated companies (288,096)Interest income 1,402Net cash out¯ow from investing activities (694,537)Cash ¯ows from ®nancing activitiesNet proceeds from bank bills payable 360,529Proceeds from bank loan 277,537Repayment of bank loan (27,360)Payment to hire purchase creditors (249,237)Interest paid (117,930)Net cash in¯ow from ®nancing activities 243,539Net increase in cash and cash equivalents held 1,193,635Cash and cash equivalents at the beginning of the ®nancial year 2Cash and cash equivalents at the end of the ®nancial year 24 1,193,637Non-cash itemsDuring the ®nancial year, property, plant and equipment acquired through hire purchase arrangementsamounted to $208,006.The accompanying notes form an integral part of these ®nancial statements.Auditors' Report - Page E-79.E-84

GLOBAL ACTIVE LIMITEDAND ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTSFor the ®nancial year ended 31 March 2003These notes form an integral part of and should be read in conjunction with the accompanying®nancial statements.1. GENERALThe Company is incorporated and domiciled in Singapore. The Company's registered of®ce islocated at 9 Ubi Crescent, Singapore 408572.The principal activity of the Company is that of an investment holding company. The principalactivities of the subsidiaries consist of wholesaling and retailing of nutraceutical products andhealth supplements and setting up associated companies to carry out the wholesaling andretailing of nutraceutical products and health supplements in their respective countries.Change in Company's nameAt an Extraordinary General Meeting held on 17 December 2002, the shareholders of theCompany approved the conversion of the Company into a public limited company and thechange of its name from Global Active Pte Ltd to Global Active Limited.ComparativesThere are no comparative ®gures for the Group as the Group was formed on 1 September 2002.2. SIGNIFICANT ACCOUNTING POLICIES(a) Basis of preparationThe ®nancial statements are prepared in accordance with and comply with SingaporeStatements of Accounting Standard. The ®nancial statements are prepared in accordancewith the historical cost convention.The ®nancial statements are expressed in Singapore Dollars.(b)Basis of consolidationThe consolidated ®nancial statements include the ®nancial statements of the Company andall its subsidiaries made up to the end of the ®nancial year. Subsidiaries are those entities inwhich the Group has an interest of more than half of the voting rights or otherwise haspower to exercise control over the operations. Subsidiaries are consolidated from the dateon which control is transferred to the Group and are no longer consolidated from the datethat control ceases. All inter-company transactions, balances and unrealised gains ontransactions between group companies are eliminated. Unrealised losses are alsoeliminated unless the cost cannot be recovered.(c)Foreign currenciesTransactions in foreign currencies during the ®nancial year are converted to Singaporedollars at the rates of exchange prevailing on the transaction dates. Foreign currencymonetary assets and liabilities are translated into Singapore dollars at the rates ofexchange prevailing at the balance sheet date. Exchange differences arising are taken tothe income statements.E-85

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)For the purpose of consolidation of foreign subsidiaries and equity accounting of foreignassociated companies, whose operations are not an integral part of the Company'soperations, the balance sheets are translated into Singapore dollars at the exchange ratesprevailing at the balance sheet date, and the results are translated using the averagemonthly exchange rates for the ®nancial year. The exchange differences arising on thetranslation of foreign subsidiaries, and the Group's share of exchange differences arisingfrom the translation of foreign associated companies, are taken directly to the foreigncurrency translation reserve. On disposal, accumulated translation differences arerecognised in the consolidated income statement as part of the gain or loss on sale.(d)Revenue recognitionRevenue from the sale of goods is recognised upon passage of title to customers whichgenerally coincides with their delivery and acceptance of the goods by the customers.Other revenue, which comprise rental income, management fee, product promotionsubsidy and interest income, are recognised on an accrual basis.(e)Deferred income taxesDeferred income tax is provided in full, using the liability method, on temporary differencesarising between the tax bases of assets and liabilities and their carrying amounts in the®nancial statements. Tax rates enacted or substantively enacted by the balance sheetdate are used to determine deferred income tax.Deferred tax assets are recognised to the extent that it is probable that future taxable pro®twill be available against which the temporary differences can be utilised.Deferred income tax is provided on undistributed pro®ts of overseas associated companiesexcept where the timing of the distribution of pro®ts can be controlled and it is probablethat the pro®ts in overseas associated companies will not be distributed in theforeseeable future.(f)(g)Trade receivablesTrade receivables are carried at original invoice amount less speci®c provisions made fordebts considered to be doubtful. Bad debts are written off when identi®ed.InventoriesInventories are stated at the lower of cost and net realisable value. Cost is primarilydetermined on a weighted average basis and includes all costs in bringing the inventoriesto their present location and condition. Net realisable value is the price at which inventoriescan be realised in the normal course of business after allowing for the costs of realisation.Provision is made where necessary for obsolete, slow-moving and defective inventories.(h)Associated companiesThe Group treats as associated companies those companies in which the Group has longtermequity interest of between 20 to 50 percent and over whose ®nancial and operatingpolicies it has signi®cant in¯uence but which it does not control.Associated companies are accounted for under the equity method whereby the Group'sshare of pro®ts less losses of associated companies is included in the consolidatedincome statement and the Group's share of net assets is included in the balance sheet.These amounts are taken from the audited accounts of the companies concerned madeup to the balance sheet date of the Company. Where the accounting policies of theassociated companies do not conform with those of the Group, adjustments are madewhere the amounts involved are considered material to the Group.E-86

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)Unrealised gains on transactions between the Group and its associated companies areeliminated to the extent of the Group's interest in the associated companies. Unrealisedlosses are also eliminated unless the cost cannot be recovered.(i)InvestmentsInvestments in subsidiaries are intended to be held for the long-term and are stated in the®nancial statements of the Company at cost less impairment losses. Pro®ts and losses ondisposal of investments are taken to the income statements.(j)Depreciation of property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation.Depreciation is calculated on a straight-line basis to write off the cost of property, plantand equipment over their expected useful lives. Leasehold property is depreciated over 50years, which approximates its lease term, while all other property, plant and equipment aredepreciated over 5 years.(k)Franchise costsFranchise costs are paid in respect of every outlet opened by the Group and entitle theGroup the right to operate the outlet for a period of 10 years and such costs are stated inthe ®nancial statements at cost less accumulated amortisation. The franchise costs arecapitalised and amortised over a period of 7 years.(l)Distribution rightsDistribution rights include fees paid for exclusive rights to distribute products of a particularsupplier in the People's Republic of China over a period of 10 years from the date ofproduct registration. The distribution fee is capitalised and will be amortised over 10 yearscommencing from the year in which the products are registered.(m)Impairment of assetsAt each balance sheet date, the Group and the Company review the carrying amounts oftheir investments in subsidiaries and associated companies, property, plant and equipmentand intangibles to determine whether there are any indications that those assets havesuffered impairment losses. If any such indications exist, the recoverable amount of theasset concerned is estimated in order to determine the extent of the impairment loss, ifany. Where it is not possible to estimate the recoverable amount of an individual asset,the Group and the Company estimates the recoverable amount of the cash-generatingunit to which the asset belongs. If the recoverable amount of an asset is estimated to beless than its carrying amount, the carrying amount of the asset is reduced to its recoverableamount. Impairment losses are recognised as an expense immediately.(n)Accounting for leasesA distinction is made between ®nance leases which effectively transfer from the lessor tothe lessee substantially all the risks and bene®ts incidental to the ownership of the leasedassets, and operating leases under which the lessor effectively retains substantially all suchrisks and bene®ts. Assets acquired under hire purchase agreements are treated as ®nanceleases.Finance leases and assets on hire purchase are capitalised at the estimated present valueof the underlying lease payments. Each lease or hire purchase payment is allocatedbetween the liability and ®nance charges so as to achieve a constant rate of ®nancecharge on the outstanding liability. The lease or hire purchase obligations, net of ®nancecharges, are included in borrowings. The interest elements of the lease or hire purchaseE-87

2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)payments are charged to the income statements over the lease period. Assets acquiredunder ®nance leases or hire purchase contracts are depreciated over the useful life of theassets.Operating lease payments are charged to the income statements on a straight-line basisover the period of the lease.When an operating lease is terminated before the lease period has expired, any paymentrequired to be made to the lessor by way of penalty is recognised as an expense in theperiod in which termination takes place.(o)ProvisionsProvisions are recognised when the Group has a legal or constructive obligation as a resultof past events that it is probable an out¯ow of resources embodying economic bene®ts willbe required to settle the obligation, and a reliable estimate of the amount of the obligationcan be made.Provision for redemption of customers' reward pointsThe Group issues ``VIP Cards'' to customers who enrol as VIP members. Customersholding VIP Cards are awarded reward points upon the purchase of the Group's products.These reward points are not transferable or exchangeable for cash but can be used by VIPmembers to redeem products or redeem against their subsequent purchases, provided thatthe minimum purchase requirement is satis®ed. The Group recognises the estimatedliability of the cost of the products to be redeemed by the customers using the rewardpoints given on the purchases made. The provision is calculated based on the estimatedvalue of the reward points, which approximates the cost of the products to the Group.(p)Employee bene®tsEmployee leave entitlementEmployee entitlements to annual leave are recognised when they accrue to employees. Aprovision is made for the estimated liability for unutilised annual leave as a result of servicesrendered by employees up to the balance sheet date.3. REVENUEThe GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Sales 30,235,786 Ð ÐOther operating income:Rental income 40,424 Ð ÐManagement fees received Ð 81,222 ÐNet foreign exchange gains 27,847 Ð ÐProduct promotion subsidy received 834,016 Ð ÐOther income 56,921 Ð Ð959,208 81,222 ÐInterest income (note 5) 1,402 Ð Ð31,196,396 81,222 ÐSales represent invoiced value of goods sold, net of sales returns and goods and services tax.E-88

4. OPERATING PROFIT/(LOSS)Operating pro®t/(loss) is arrived at after charging:Auditors' remunerationThe GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Ð current year 23,400 3,000 ÐÐ under-provision in prior year 8,000 1,000 ÐDepreciation of:Ð Leasehold property 41,991 Ð ÐÐ Building improvements 321,234 Ð ÐÐ Computer systems 131,486 Ð ÐÐ Motor vehicles 48,647Ð Of®ce equipment, furniture and ®ttings 9,198 Ð ÐÐ Store & warehouse equipment 16,711 Ð ÐRemuneration paid/payable to the directors of the:Ð Company 549,091 68,611 ÐÐ Subsidiaries 210,439 Ð ÐOperating pro®t/(loss) is arrived at after charging:The GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Loss on disposal of property, plant and equipment 2,183 Ð ÐBad trade debts written off 6,243 Ð ÐAmortisation of intangibles 182,282 Ð ÐInterest on late payment to creditors 5,413 Ð ÐRental expense Ð operating leases 3,846,667 Ð ÐProvision for redemption of customers' reward points 507,000 Ð Ð5. FINANCE INCOMEThe GroupYearended31.3.2003Interest income on ®xed deposits 1,402$E-89

6. FINANCE COSTSThe GroupYearended31.3.2003$Interest expense on:Ð Hire purchase 38,031Ð Overdraft 21,948Ð Bank loan 79,899139,8787. STAFF COSTSThe GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Salaries 4,854,645 61,147 ÐEmployer's contribution to Central Provident Fund 762,524 7,464 Ð5,617,169 68,611 ÐNumber of persons employed at the end of the ®nancial year:The GroupYearended31.3.2003The CompanyYearended31.3.2003 31.3.2002$ $ $Full time 278 Ð ÐE-90

8. TAX(a)Tax expenseIncome tax expense attributable to pro®t/(loss) is madeup of:The GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Current income tax 411,800 Ð ÐDeferred taxÐ transfer to deferred tax liability 74,000 Ð ÐÐ transfer from deferred tax asset 301,576 Ð Ð787,376 Ð ÐOverseas withholding tax 8,000 Ð ÐIn respect of prior years:Ð effect of change in tax rate (12,000) Ð ÐÐ over-provision of income tax (114,219) Ð ÐÐ under-provision of deferred tax 38,000 Ð Ð707,157 Ð Ð(b)Tax reconciliationThe income tax expense on the results for the ®nancial year varies from the amount ofincome tax determined by applying the Singapore standard rate of income tax topro®t/(loss) before tax due to the following factors:The GroupYearended31.3.2003Yearended31.3.2003The CompanyPeriod from25.10.2001to31.3.2002$ $ $Pro®t/(loss) before tax 3,102,453 (141,838) ÐTax calculated at a tax rate of 22% 682,540 (31,204) ÐEffect of change in tax rate (12,000) Ð ÐSingapore statutory stepped income exemption (1,096) (1,096) ÐShare of losses of associated companies not deductiblefor tax purposes 65,106 Ð ÐExpenses not deductible for tax purposes 40,826 32,300 ÐOverseas withholding tax 8,000 Ð ÐOver-provision of current tax in prior years (114,219) Ð ÐUnder-provision of deferred tax in prior years 38,000 Ð Ð707,157 Ð ÐE-91

8. TAX (cont'd)(c)Movements in the provision for current taxThe GroupYearended31.3.2003$Balance at the beginning of the ®nancial yearÐOn acquisition of subsidiaries 2,678,775Current ®nancial year's tax expense 419,800Payment made during the ®nancial year (1,197,657)Over-provision in prior years (114,219)Balance at the end of the ®nancial year 1,786,6999. EARNINGS PER SHAREBasic earnings per share is calculated by dividing the pro®t after tax attributable to the membersof the Company by the weighted average number of ordinary shares in issue during the ®nancialyear.The GroupYearended31.3.2003Net pro®t attributable to the members of Global Active Limited $2,395,296Weighted average number of ordinary shares in issue for basic earnings per share 68,821,941Basic earnings per share$3.48 cents10. FIXED DEPOSITS(a) The fixed deposits of the Group, which mature quarterly, are pledged to a bank for creditfacilities of $5,700,000 granted to a subsidiary.(b) Weighted average effective interest rateAs at the balance sheet date, the weighted average effective interest rate on ®xed depositswas 0.70% per annum.11. DUE FROM ASSOCIATED COMPANIESThe GroupYearended31.3.2003Trade 1,055,502Non-trade 434,712$1,490,214The non-trade amounts due from associated companies are unsecured, and interest-free.E-92

12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTSThe Group The Company2003 2003 2002$ $ $ÐDeposits 1,695,027 Ð ÐPrepayments 586,579 546,103 ÐAdvances to suppliers 603,798 Ð ÐOther debtors 14,745 Ð Ð2,900,149 546,103 ÐThe prepayments of the Company relate to professional fees incurred on the Company'sapplication for the proposed listing of its new shares on the Singapore Exchange SecuritiesTrading Limited. Such expenditure shall be written off against the share premium reservearising upon the issue of new shares by the Company.13. INVENTORIESThe GroupYearended31.3.2003Merchandise held for sale (at cost) 10,444,493$Included in merchandise held for sale at the balance sheet date are goods-in-transit amountingto $2,650,887.14. ASSOCIATED COMPANIESThe GroupYearended31.3.2003Balance as at 1 September 2002 on acquisition of a subsidiary 233,729Investments made during the ®nancial year 288,096Share of post-acquisition losses (295,936)Balance at the end of the ®nancial year 225,889$E-93

14. ASSOCIATED COMPANIES (cont'd)The following information relates to the associated companies of the Group:Associated companiesof subsidiary, VictoriaHouse Pte LtdNutri-Active Sdn BhdVictoria House SdnBhdQAF Victoria Sdn Bhd15. SUBSIDIARIESPrincipal activitiesWholesale of nutraceuticalproducts and healthsupplementsRetailing of nutraceuticalproducts and healthsupplementsRetailing of nutraceuticalproducts and healthsupplementsFinancial yearendCountry ofincorporationand businessEffectiveequityholding200331 March Malaysia 50%31 March Malaysia 50%31 March Brunei 50%The Company2003 2002$ $Investments in unquoted equity shares, at cost 8,355,001 Ð(a)The following information relates to the subsidiaries:Name ofcompanyNutri-ActivePte LtdVictoria HousePte LtdVHE ChinaLimited *Principal activitiesWholesale ofnutraceutical productsand health supplementsRetailing ofnutraceutical productsand health supplementsRetail and distributionof nutraceuticalproducts and healthsupplements, but hasremained dormantduring the ®nancialyear.Country ofincorporationand business Equity holding Cost of investment2003%2002%2003$2002$Singapore 100 Ð 5,799,177 ÐSingapore 100 Ð 2,555,823 ÐHong Kong 100 Ð 1 Ð8,355,001 Ð* Not required to be audited by the laws in the country of incorporation.(b)Acquisition of subsidiaries(i) On 1 September 2002, the Company arrived at an in-principle agreement with HealthOne Limited (``Health One'') to acquire the entire issued share capitals of VictoriaHouse Pte Ltd (``Victoria House'') and Nutri-Active Pte Ltd (``Nutri-Active'').On 25 October 2002, the Company entered into a restructuring agreement with HealthOne to formalise the in-principle agreement in relation to the acquisitions, with therights attached to the shares of Victoria House and Nutri-Active accruing to theE-94

15. SUBSIDIARIES (cont'd)(ii)Company with effect from 1 September 2002, the date of the in-principle agreement.The consideration for the acquisition of the entire issued share capitals of Nutri-Activeand Victoria House was $5,799,177 and $2,555,823 respectively. The totalconsideration was satisfied by the issue of 7,999,998 ordinary shares of $1 each inthe Company at a premium of $0.04 per share to Healthcare Group Inc(``Healthcare''), the then holding corporation of Health One, as Health Onerenounced its rights to the 7,999,998 ordinary shares in favour of Healthcare. Thetotal consideration of $8,355,000 was based on the net assets of the respectivecompanies as at 31 August 2002, adjusted for the unrealised profits in theinventories held by Victoria House, which were purchased from Nutri-Active.On 1 December 2002, the Company acquired the entire issued share capital of VHEChina Limited, a dormant company, for a cash consideration of HK$2, which wasbased on its net assets at the date of acquisition.(c)Details of the acquisitions are as follows:$Fair values of identi®able net assets of subsidiaries acquired:Property, plant and equipment 6,448,466Associated companies 233,729Franchise costs 1,485,525Deferred tax asset 762,176Bank and cash balances 437,233Fixed deposits 320,000Receivables 3,611,426Inventories 11,866,338Payables (9,514,493)Bank bills payable (463,359)Bank overdrafts (800,235)Bank loan (2,390,842)Hire purchase creditors (804,188)Current tax (2,678,775)Deferred tax liability (158,000)Net assets acquired 8,355,001Consideration satis®ed by issue of shares (8,355,000)Consideration satis®ed by cash 1Less: Cash and cash equivalents in subsidiaries acquiredBank and cash balances 437,233Fixed deposits 320,000Bank overdrafts (800,235)(43,002)Net out¯ow of cash 43,003E-95

16. PROPERTY, PLANT AND EQUIPMENTThe GroupLeaseholdproperty$Buildingimprovements$Computersystems$Motorvehicles$Officeequipment,furniture &fittings$Store &warehouseequipment$CostAt 1 April 2002 Ð Ð Ð Ð Ð Ð ÐOn acquisition of subsidiaries 3,599,213 2,968,580 1,157,650 448,972 212,719 192,191 8,579,325Additions Ð 178,011 139,686 Ð 16,650 1,341 335,688Disposals Ð Ð (31,236) Ð Ð Ð (31,236)At 31 March 2003 3,599,213 3,146,591 1,266,100 448,972 229,369 193,532 8,883,777Accumulated depreciationAt 1 April 2002 Ð Ð Ð Ð Ð Ð ÐOn acquisition of subsidiaries 53,988 1,163,059 451,771 181,385 170,724 109,932 2,130,859Depreciation charge 41,991 321,234 131,486 48,647 9,198 16,711 569,267Disposals Ð Ð (4,685) Ð Ð Ð (4,685)At 31 March 2003 95,979 1,484,293 578,572 230,032 179,922 126,643 2,695,441Net book valueAt 31 March 2003 3,503,234 1,662,298 687,528 218,940 49,447 66,889 6,188,336Total$(a)(b)The leasehold property of the Company, situated at 9 Ubi Crescent (Landed Terrace Plot13) Ubi Techpark, Singapore 408572, is mortgaged to a bank for credit facilities of$5,700,000 granted to a subsidiary.At the balance sheet date, the net book value of building improvements, motor vehicles andcomputer systems under hire purchase agreements amounted to $900,085.17. INTANGIBLESThe GroupThe movements in intangibles during the ®nancial year were as follows:DistributionrightsYear ended31.3.2003FranchisecostsYear ended31.3.2003TotalYear ended31.3.2003$ $ $CostBalance at the beginning of the ®nancial year Ð Ð ÐOn acquisition of a subsidiary Ð 2,160,961 2,160,961Costs paid during the ®nancial year 200,000 61,526 261,526Balance at the end of the ®nancial year 200,000 2,222,487 2,422,487Accumulated amortisationBalance at the beginning of the ®nancial year Ð Ð ÐOn acquisition of a subsidiary Ð 675,436 675,436Amortisation charge for the ®nancial year Ð 182,282 182,282Balance at the end of the ®nancial year Ð 857,718 857,718Net book value 200,000 1,364,769 1,564,769E-96

18. DEFERRED INCOME TAXESThe GroupThe movements in the provision for deferred tax asset/(liability) were as follows:Temporarydifferences ondepreciation ofproperty, plantand equipmentYear ended31.3.2003Unrealisedprofits ininventoriesYear ended31.3.2003TotalYear ended31.3.2003$ $ $Balance at the beginning of the ®nancial year Ð Ð ÐOn acquisition of subsidiaries (158,000) 762,176 604,176Charged to income statement (74,000) (301,576) (375,576)Effect of change in tax rate 12,000 Ð 12,000Under-provision in prior years (38,000) Ð (38,000)Balance at the end of the ®nancial year (258,000) 460,600 202,600Included in:Deferred tax asset 460,600Deferred tax liability (258,000)202,600The deferred tax asset and liability are expected to be recovered/(settled) within the followingperiods from the balance sheet date:Within 1 year After 1 year Total2003 2003 2003$ $ $Deferred tax asset 460,600 Ð 460,600Deferred tax liability (80,000) (178,000) (258,000)19. DUE TO SUBSIDIARIES Ð NON-TRADEThe non-trade amounts due to subsidiaries are unsecured, interest-free and has no ®xed termsof repayment.20. OTHER CREDITORS AND ACCRUALSThe Group The Company2003 2003 2002$ $ $Other creditors 531,811 482,021 ÐProvision for redemption of customers' reward points 1,110,000 Ð ÐAccrued operating expenses 624,334 3,000 Ð2,266,145 485,021 ÐE-97

20. OTHER CREDITORS AND ACCRUALS (cont'd)Movements in provision for redemption of customers' reward points were as follows:The GroupYearended31.3.2003$Balance at the beginning of the ®nancial yearÐOn acquisition of a subsidiary 1,300,000Provision made during the ®nancial year 507,000Provision utilised during the ®nancial year (697,000)Balance at the end of the ®nancial year 1,110,00021. CURRENT LIABILITIES Ð BORROWINGSThe Group2003$Bank bills payable 823,888Bank overdraft ± unsecured 171,554Bank loan ± secured 55,592Hire purchase creditors (note 25) 345,1061,396,140(a)The bank bills payable to the extent of $346,412 were secured by a pledge of ®xeddeposits of the Group and by a mortgage over the leasehold property of the Group.(b)Weighted average effective interest ratesThe weighted average effective interest rates (per annum) at the balance sheet date wereas follows:The Group2003%Bank bills payable 4.64Bank overdraft 6.25Bank loan 5.50Hire purchase creditors 9.4122. NON-CURRENT LIABILITIES Ð BORROWINGSThe Group2003$Bank loan Ð secured 2,585,427Hire purchase creditors (note 25) 417,8513,003,278E-98

22. NON-CURRENT LIABILITIES Ð BORROWINGS (cont'd)(a)The bank loan is secured by a mortgage over the leasehold property and by a pledge of®xed deposits of the Group. Interest is charged at 4.75% per annum for the ®rst year,5.50% per annum for the second year, at the lending bank's prevailing prime ratecalculated on monthly rests for the third year, and 0.75% above the prime rate thereafter.The loan is repayable over a period of 25 years, commencing in June 2001, at a monthlyinstalment of $15,394 for the ®rst year, $16,581 for the second and third year, and $17,812thereafter. The amount due within the next twelve months from the balance sheet dateamounting to $55,592 has been included in current liabilities.(b)Maturity of non-current borrowingsMaturity of non-current borrowings (excluding hire purchase creditors) is as follows:The Group2003$Between 1 and 2 years 58,728Between 2 and 5 years 196,818Over 5 years 2,329,8812,585,42723. SHARE CAPITAL OF GLOBAL ACTIVE LIMITED(a) Authorised ordinary share capitalThe authorised number of ordinary shares is 400,000,000 shares (2002: 100,000 shares)with a par value of $0.05 per share (2002: $1 per share).(b)Issued and fully paid ordinary share capital2003 2002$ $At the beginning of the ®nancial year 2 ÐIssued during the ®nancial year 7,999,998 2At the end of the ®nancial year 8,000,000 2(c)Number of ordinary shares in issue2003 2002Shares SharesOrdinary shares of $1 each at the beginning of the ®nancial year 2 ÐIssue of ordinary shares of $1 each during the ®nancial year 7,999,998 2Ordinary shares of $1 each at the end of the ®nancial year 8,000,000 2Sub-division of each ordinary shares of $1 each into 20 ordinary sharesof $0.05 each 160,000,000E-99

23. SHARE CAPITAL OF GLOBAL ACTIVE LIMITED (cont'd)(d)(e)On 25 October 2002, the Company increased its authorised share capital from $100,000 to$20,000,000 by the creation of 19,900,000 ordinary shares of $1 each (`Òrdinary Shares'').On the same day, the Company issued 7,999,998 Ordinary Shares at a premium of $0.04per share as consideration for the acquisition of the entire issued share capitals of VictoriaHouse Pte Ltd and Nutri-Active Pte Ltd.At an Extraordinary General Meeting held on 1 November 2002, the shareholders of theCompany approved the sub-division of each of the existing Ordinary Shares in theauthorised and issued share capital of the Company into 400,000,000 ordinary shares of$0.05 each and 160,000,000 ordinary shares of $0.05 each respectively.24. CASH AND CASH EQUIVALENTSFor the purpose of consolidated cash ¯ow statement, cash and cash equivalents comprise bankand cash balances, ®xed deposits, net of bank overdraft and include the following balance sheetamounts:The GroupBank and cash balances 1,045,191Fixed deposits 320,000Bank overdraft (171,554)2003$1,193,63725. HIRE PURCHASE CREDITORSAmounts payable under hire purchase arrangements are as follows:The Group2003$Not later than one ®nancial year 408,086Later than one ®nancial year but not later than ®ve ®nancial years 488,381Minimum lease payments 896,467Less: Future ®nance charges (133,510)762,957Representing hire purchase creditors:Current (note 21) 345,106Non-current (note 22) 417,851762,95726. HOLDING CORPORATIONThe immediate and ultimate holding corporation is Healthcare Group Inc., a corporationincorporated in the British Virgin Islands.E-100

27. COMMITMENTSLease commitmentsCommitments at the balance sheet date in relation to non-cancellable operating leasescontracted for at the reporting date but not recognised as liabilities, are payable as follows:The GroupNot later than one ®nancial year 5,819,928Later than one ®nancial year but not later than ®ve ®nancial years 3,484,8502003$9,304,778The rental expenses for certain retail outlets of the Group vary according to the terms andconditions, as set out in their respective tenancy agreements. The rentals for those outlets arebased on the higher of a ®xed base rent per month or a percentage of the turnover generatedby the particular outlet.28. RELATED PARTY TRANSACTIONSThe following related party transactions took place between the Group and related parties duringthe ®nancial year on terms agreed by the parties concerned:With associated companiesThe GroupYearended31.3.2003Sales to 660,095$29. FINANCIAL RISK MANAGEMENTThe Group's activities expose it to a variety of ®nancial risks, including the effects of changes inforeign currency exchange rates and interest rates.(i)Foreign exchange riskAs the Group's sales are predominately generated from retail operations in Singapore, andits transactions are denominated in Singapore dollars, which is also the reporting currency,its exposure to exchange risk on sales is minimal. However, the Group is exposed toexchange risks arising mainly from the purchases denominated in foreign currencies,mainly US dollar and Euro dollar.The Group uses forward contracts to hedge part of its exposure to ¯uctuations in foreigncurrency exchange rates based on its purchase commitments. However, these hedges arenot speci®cally identi®ed. In general, it is the Group's policy to enter into forward foreignexchange contracts for up to 50% of the net foreign currency payables anticipated ineach month over the following six months. The settlement dates on forward contracts areusually within three to six months from the date of the contract.The Group is also exposed to currency translation risk for its investments in foreignassociated companies but is not expected to be material.E-101

29. FINANCIAL RISK MANAGEMENT (cont'd)(ii)Interest rate riskThe Group's income and operating cash ¯ows are affected by changes in market interestrates. Interest rate risk arises mainly from interest-bearing borrowings. The Companyborrows mainly at ¯oating rates and monitors the movement in interest rates closely.(iii)Credit riskThe Company has no signi®cant concentration of credit risk as its sales are predominantlytransacted on a cash basis, which minimises its exposure to credit risk. In respect of theGroup's wholesale sales, the Group has policies in place to ensure that sales of productsare made to third party customers with an appropriate credit history.(iv)Liquidity riskThe Group's liquidity risk is minimal as it maintains suf®cient funds through its ownresources and an adequate amount of committed credit facilities to meet its committedliabilities.30. FAIR VALUE INFORMATIONThe ®nancial assets and liabilities of the Group comprise bank and cash balances, ®xeddeposits, trade and other receivables, trade and other payables, bank bills payable, bankoverdraft, hire purchase creditors and bank loan. The carrying values of the ®nancial assets andliabilities as shown in the balance sheets approximate their fair value amounts at the balancesheet date.31. SEGMENT INFORMATIONThere is no business segment information presented as the Group's retail sales constitute over90% of the Group's total sales. As the Group's sales are predominantly derived in Singapore,there is no geographical segment information presented.32. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATEBeginning from 2000, Mr Donald Eugene Black (``DB'') obtained the GNC franchise to operateGNC retail outlets at certain US military and naval bases in Japan and Korea. DB operated thisfranchise business (``Business'') as a sole proprietor until October 2002 when a Guamcorporation, USB Inc. (`ÙSB''), which is bene®cially owned by DB, was set up to take over theBusiness from DB. In connection therewith, all assets and liabilities (including amounts due byDB to GNC Inc for purchases of products from GNC Inc (``GNC Debt'') and the franchise rights,so far as it relates to the Business, were transferred to USB.In September 2002, DB appointed the Company's subsidiary, Nutri-Active Pte Ltd, as his solesupplier of nutraceutical products for all his GNC retail outlets located in US military bases inJapan and Korea. As at 31 March 2003, there were 9 retail outlets located in US military andnaval bases in Japan and Korea.In March 2003, the Company's subsidiary, Victoria House Pte Ltd (``Victoria House''), agreed inprinciplewith DB to take a 50% interest in the Business. As part of the in-principle agreement, toenable Victoria House to take a 50% interest in the Business, a loan of approximately US$0.94million (the ``Loan'') was extended by Victoria House to USB in April 2003 to enable USB tosettle the GNC Debt.E-102

32. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE (cont'd)However, the negotiations between Victoria House and DB on Victoria House's investment in theBusiness is unlikely to be finalised until late 2003. As such, on 16 July 2003, Victoria Houseentered into an assignment agreement (the `Àssignment Agreement'') with its ultimate holdingcorporation, Healthcare Group Inc. (``Healthcare''), whereby Victoria House assigned the Loanto Healthcare (the `Àssignment''), in consideration for:±(a)(b)(c)(d)cash payment of approximately US$0.94 million to be made by Healthcare to VictoriaHouse within 60 days of the date of the Assignment Agreement;the grant of a call option by Healthcare to Victoria House for Victoria House and/or itsnominee to acquire all of Healthcare's interests in the Business (whether via USB orotherwise), which call option shall be exercisable by Victoria House at any time prior tothe date falling two years from the date of the completion of the Assignment, at an optionprice of cost plus 7%, which represents Healthcare's cost of funds;the undertaking by Healthcare to procure the granting to Victoria House, of all managementrights in respect of the Business, for a fixed monthly management fee to be agreed withVictoria House; andthe undertaking by Healthcare to negotiate with DB for Healthcare to acquire 50% interestin the Business.33. AUTHORISATION OF FINANCIAL STATEMENTSThese ®nancial statements were authorised for issue in accordance with a resolution of thedirectors of Global Active Limited on 16 July 2003.E-103

APPENDIX E7UNAUDITED INCOME STATEMENT OF USB INCFor the ®nancial period from1 April 2003 to 31 October 2003E-104

UNAUDITED INCOME STATEMENT OF USB INC FOR THE FINANCIAL PERIODFROM 1 APRIL 2003 TO 31 OCTOBER 2003The income statement was extracted from the unaudited ®nancial statements of USB Inc for the®nancial period from 1 April 2003 to 31 October 2003.Periodfrom1.4.2003 to31.10.2003US$Period from16.10.2002, dateof incorporation,to 31.3.2003US$Sales 2,093,288 437,070Cost of sales (1,423,552) (221,752)Gross pro®t 669,736 215,318Distribution costs (913,917) (195,350)Administrative expenses (157,466) (41,606)Other operating expenses (23,092) (2,140)Operating loss (424,739) (23,778)Interest income on bank deposits 154 6Loss before tax (424,585) (23,772)Tax 120,000 ÐNet loss for the ®nancial period (304,585) (23,772)E-105

APPENDIX E8UNAUDITED BALANCE SHEET OF USB INCAs at 31 October 2003E-106

UNAUDITED BALANCE SHEET OF USB INC AS AT 31 OCTOBER 2003The balance sheet was extracted from the unaudited ®nancial statements of USB Inc for the periodended 31 October 2003.As at31.10.2003US$As at31.3.2003US$Current assetsBank and cash balances 362,914 58,454Trade receivables 296,571 233,441Other receivables, deposits and prepayments 81,886 5,043741,371 296,938Non-current assetsProperty, plant and equipment 280,797 202,889Franchise costs 147,506 91,350Goodwill 100,904 105,035Deferred tax asset 120,000 Ð649,207 399,274Total assets 1,390,578 696,212Current liabilitiesTrade creditors and accrued operating expenses 1,718,434 719,483Net liabilities (327,856) (23,271)Share capital and accumulated lossesShare capital 501 501Accumulated losses (328,357) (23,772)(327,856) (23,271)E-107

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Global Active LimitedCorporate Office9 Ubi CrescentSingapore 408572Tel: (65) 6749 7206Fax: (65) 6745 2623www.global-active.com.sgSingapore56 GNC retail outletsAnchorpoint Shopping CentreAng Mo Kio CentralBedok CentralBukit Timah PlazaCaltex HouseCauseway PointCentrepointChina Square CentralChinatown PointCityLink MallClementi CentralCompass PointForum, The Shopping MallGeylang SeraiGolden Shoe Car ParkGreat World CityGreat World City GuardianHarbourFront CentreHDB Centre @ Toa PayohHolland Village Shopping CentreHougang MallIMMInternational PlazaJunction 8 Shopping CentreJurong Point Shopping CentreLot 1 Shoppers MallLucky PlazaMarina SquareMillenia WalkNatwest CentreNorth Point Shopping CentreNovena SquareOgilvy CentreOrchard Shopping CentreOUB CentreParco Bugis JunctionParkway ParadePlaza SingapuraRaffles City Shopping CentreScotts Shopping CentreSerangoon Garden VillageSun PlazaSuntec CityTakashimaya SCTangs (“Live Well” stand)Tampines MallTanglin MallThe ArcadeThe MajesticThe ParagonThomson PlazaTiong Bahru PlazaTurf CityUnited SquareWest MallWisma AtriaMalaysia13 GNC retail outletsBrunei1 GNC retail outletJapan8 GNC retail outlets in USmilitary and naval basesKorea4 GNC retail outlets in USmilitary bases* As at Latest Practicable Date

Our Portfolio of BrandsGNC Products• GNCSelected Third Party International Brands• Solaray• EAS• MuscleTech• Earth's BountyProprietary L.A.C. Products• L.A.C.• Face-Lift• Carrot-i• Iso-Max• Green Balance• Car-T-Life• Nutri-Green• Berry-Clear• Colon Guard• Cholesterex• Defense-1• Wild Oats• Super Beet

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