1 Invicta Asian Holdings Pte. Ltd. Kian Ann Engineering Ltd ...

(b)(c)Mr. Kevin Law Cher Chuan ("LCC") (Group General Manager and ExecutiveDirector); andMr. Loy Soo Chew ("LSC") (General Manager and Executive Director),(collectively, the "Key Personnel").Each of the Key Personnel has entered into a subscription agreement (the "SubscriptionAgreement") with the Offeror pursuant to which such Key Personnel will subscribe forordinary shares in the capital of the Offeror (the "Offeror Shares") (the "Subscription"). TheSubscription is conditional upon the Scheme becoming effective and binding in accordancewith its terms, and the subscription price for each Offeror Share shall be the same price asthat paid by Invicta Holdco for each Offeror Share.Upon the Scheme becoming effective in accordance with its terms and following thecompletion of the Subscription, it is envisaged that the resultant shareholding in the Offerorwould be as follows:ShareholderShareholding No. of Offeror SharesPercentage in OfferorInvicta Holdco 75.39% 7,500LPK 20.10% 2,000LCC 2.51% 250LSC 2.00% 199Total 100.0% 9,949Pursuant to LPK's Irrevocable Undertaking (as defined in paragraph 3.6 below), LPK hasagreed to pay for the subscription price in respect of the Offeror Shares that he will subscribefor by setting off in full such amount against an equivalent amount of the total proceeds whichwould otherwise be payable by the Offeror as consideration for Shares owned or controlled byhim pursuant to the Acquisition.Pursuant to the Subscription Agreement:(i)(iii)LCC has agreed (A) to set off the total proceeds which would otherwise be payable bythe Offeror as consideration for 370,000 Shares owned or controlled by him pursuantto the Acquisition against an equivalent amount of the subscription price in respect ofthe Offeror Shares that he will subscribe for, and (B) pay for the balance of thesubscription price in respect of such Offeror Shares in cash (the "LCC CashProceeds"); andLSC has agreed to pay for the subscription price in respect of such Offeror Shares incash (the "LSC Cash Proceeds").Pursuant to loan agreements entered into with LCC and LSC respectively, LPK has agreed tomake available loans to LCC and LSC for the purpose of the settlement of the LCC CashProceeds and the LSC Cash Proceeds. In addition, LPK has also given the Offeror anirrevocable undertaking to set-off in full the cash proceeds that would otherwise be payable toLPK in respect of 12,722,336 Shares owned or controlled by LPK pursuant to the Acquisition,4

against LCC and LSC's respective obligations to pay the LCC Cash Proceeds and LSC CashProceeds.For the purposes of this Joint Announcement, the aggregate amount which would otherwisebe payable by the Offeror as consideration for Shares owned or controlled by LPK and LCCpursuant to the Scheme and the Acquisition, and which will, pursuant to LPK's IrrevocableUndertaking and the Subscription Agreement be set-off against the subscription price inrespect of Offeror Shares to be subscribed for by the Key Personnel, shall be referred to asthe "Set-Off Amount".The SIC has confirmed that the arrangements referred to in this paragraph 3.5 do notconstitute special deals for the purposes of Rule 10 of the Code, subject to the independentfinancial adviser to the Company publicly stating that in its opinion, such arrangements arefair and reasonable.3.6 Irrevocable Undertakings. Certain Shareholders ("Undertaking Shareholders") have eachgiven separate irrevocable undertakings to the Offeror (collectively, the "IrrevocableUndertakings") to, inter alia, vote, or procure the voting of, the Shares set out in therespective Irrevocable Undertakings, in favour of the Scheme at the Court Meeting, on andsubject to the terms set out in their respective Irrevocable Undertakings.If the Offeror exercises the Switch Option, and the Offer is made by the Offeror at aconsideration per Share greater than the Offer Price, the Undertaking Shareholders will,subject to the terms and conditions set out in their respective Irrevocable Undertakings,undertake to accept or procure the acceptance of the Offer in respect of the Shares set out inthe respective Irrevocable Undertakings, and their obligations under the IrrevocableUndertakings will apply mutatis mutandis to the Offer.Each Irrevocable Undertaking will terminate and cease to have any effect on the earliest of:(a)(b)the date the Scheme lapses or does not become effective for any reason other than abreach by the relevant Undertaking Shareholder of any of such UndertakingShareholder's obligations in the Irrevocable Undertaking and other than as a result ofthe exercise of the Switch Option by the Offeror; orthe date the Scheme becomes effective in accordance with its terms or in the casewhere the Offeror exercises the Switch Option, the earlier of the date the Offer lapsesor is withdrawn without having become unconditional in all respects and thesuccessful completion of the Offer.A list of Undertaking Shareholders and their respective interests in the Company is set out inSchedule 1 to this Joint Announcement.4. RATIONALE FOR THE ACQUISITION4.1 Company is an Excellent Strategic Fit for InvictaInvicta is pursuing a selective international expansion strategy focused on investing inopportunities in stable countries with the most attractive growth fundamentals.Invicta believes that the Company will be an excellent strategic fit. Invicta also believes thatan acquisition of the Company will create a source hub in Asia and enable the combinedgroup to leverage on operations in Africa to create a more sizeable spare parts group. WithSingapore, Malaysia and Indonesia offering a unique combination of industry growth potential5

and stable macro economic backdrop, Invicta believes it will be able to use the Company as aplatform for further expansion in the region.4.2 Opportunity for Shareholders to Realise their InvestmentThe Acquisition represents a clean cash exit opportunity for Shareholders to realise theirentire investment at an attractive premium over the market prices of the Shares prior to theHolding Announcement Date (as defined below).As stated in paragraph 5 below, the Offer Price represents a premium of approximately 96%,78%, 68% and 59% over the 12-month, six (6)-month, three (3)-month and one (1)-monthvolume weighted average prices ("VWAP") prior to 17 August 2012 (being the date on whichthe Company released the holding announcement in respect of an approach from a party inrelation to a possible transaction involving the shares of the Company) (the "HoldingAnnouncement Date") and including the Holding Announcement Date.The Offer Price also represents a premium of approximately 42% and 7% over the lasttransacted price per Share on the Holding Announcement Date and prior to theAnnouncement Date respectively.5. FINANCIAL EVALUATION OF THE OFFER PRICEThe figures set out in this paragraph are based on data extracted from Bloomberg as at the12 October 2012, being the last full trading day preceding the Announcement Date.The Offer Price represents the following premia over the market prices of the Shares:DescriptionShare Price(S$)Premium over SharePrice (%)(a) VWAP for the 12-month period prior to andincluding the Holding Announcement Date(b) VWAP for the six (6)-month period prior toand including the Holding AnnouncementDate(c) VWAP for the three (3)-month period prior toand including the Holding AnnouncementDate(d) VWAP for the one (1)-month period prior toand including the Holding AnnouncementDate(e) Last transacted price per Share on 16 August2012 (being the last full day on which theShares were traded prior to the HoldingAnnouncement Date)(f) Last transacted price per Share on 17 August2012 (being the Holding AnnouncementDate)S$0.225 96%S$0.247 78%S$0.263 68%S$0.277 59%S$0.30 47%S$0.31 42%6

(g) Last transacted price on 12 October 2012(being last day on which the Shares weretraded prior to the Announcement Date)S$0.41 7%Source: Bloomberg6. CONDITIONS PRECEDENTThe Scheme is conditional upon the satisfaction or waiver (as the case may be) of a numberof conditions precedent (the "Scheme Conditions") which are set out in Schedule 2 to thisJoint Announcement, including, without limitation, the following:(a)(b)(c)(d)the approval from the SGX-ST of the Scheme Document and the proposed delistingof the Company pursuant thereto;the approval of the Scheme by a majority in number of Shareholders present andvoting, either in person or by proxy, at a meeting of the Shareholders to be convened(upon the sanction by the High Court of the Republic of Singapore (the "Court")) toapprove the Scheme, and any adjournment thereof (the "Court Meeting"), suchmajority holding not less than 75 per cent. (75%) in value of the Shares held by theShareholders present and voting at the Court Meeting;the sanction of the Scheme by the Court; andthe approval (to the extent required) under the Applicable Laws of the Republic ofSouth Africa, including the JSE Limited and the South African Reserve Bank.Upon satisfaction and/or waiver of the Scheme Conditions , the Scheme shall becomeeffective in accordance with its terms on the date of registration of the order of the Courtsanctioning the Scheme under Section 210 of the Companies Act ("Court Order") with theAccounting and Corporate Regulatory Authority of Singapore ("ACRA"). Under the terms ofthe Implementation Agreement, the Effective Date shall be no later than 180 days from thedate of the Implementation Agreement (or such other date as the Offeror and the Companymay agree).The SIC has confirmed that the Scheme is exempted from Rules 14, 15, 16, 17, 20.1, 21, 22,28, 29, 33.2 and Note 1(b) to Rule 19 of the Code, subject to, inter alia, the followingconditions:(i)(ii)(iii)(iv)(v)the common substantial shareholders of the Offeror and the Company abstain fromvoting on the Scheme;the Offeror and its concert parties abstain from voting on the Scheme;the directors of the Company who are also directors of the Offeror abstain frommaking a recommendation on the Scheme to the Shareholders;the Company appoints an independent financial adviser to advise the Shareholderson the Scheme;the Scheme Document contains advice to the effect that by voting for the Scheme,the Shareholders are agreeing to the Offeror and its concert parties acquiring orconsolidating effective control on the Company without having to make a generaloffer for the Company; and7

(vi)the Scheme Document discloses the names of the Offeror and its concert parties,their current voting rights in the Company as at the latest practicable date in relationto the Scheme Document and their voting rights in the Company after the Scheme.7. TERMINATION7.1 Right to Terminate. The Implementation Agreement provides that the ImplementationAgreement may be terminated at any time on or prior to the date falling on the business dayimmediately preceding the Effective Date (the "Record Date") (provided that the partyseeking termination does so only after it has had prior consultation with the SIC):(a)(b)(c)Court Order: by either the Offeror or the Company, if any court of competentjurisdiction or Governmental Agency (as defined in the Implementation Agreement)has issued an order, decree or ruling or taken any other action permanentlyenjoining, restraining or otherwise prohibiting the Scheme, the Acquisition or any partthereof, or has refused to do anything necessary to permit the Scheme, theAcquisition or any part thereof, and such order, decree, ruling, other action or refusalshall have become final and non-appealable;Breach: either (i) by the Offeror, if the Company is in material breach of any provisionof the Implementation Agreement (other than a provision which is qualified by amateriality test, in which case any breach shall suffice) or has failed to perform andcomply in all material respects with any matters referred to in the Scheme Conditionsset out in paragraphs 7 (in relation to Prescribed Occurrences (as defined inSchedule 3 and as set out in Part II of Schedule 3 to this Joint Announcement)relating to the Company) and/or 8 of Schedule 2 to this Joint Announcement, on orprior to the Record Date; or (ii) by the Company, if the Offeror is in material breach ofany provision of the Implementation Agreement (other than a provision which isqualified by a materiality test, in which case any breach shall suffice) or has failed toperform and comply in all material respects with any matters referred to in theScheme Conditions set out in paragraphs 7 (in relation to Prescribed Occurrences(as defined in Schedule 3 and as set out in Part I of Schedule 3 to this JointAnnouncement) relating to the Offeror)) and/or 9 of Schedule 2 to this JointAnnouncement, on or prior to the Record Date, provided that either the Company orthe Offeror, as the case may be, has given written notice to the other party of thealleged breach and stating its intention to terminate the Implementation Agreement("Notice of Breach"). In this circumstance, the defaulting party shall be given aperiod of 14 calendar days from the date of the Notice of Breach (or such longerperiod as may be agreed to by the non-defaulting party in writing) (the "RemedyPeriod") to remedy such breach (insofar as capable of remedy) to the reasonablesatisfaction of the non-defaulting party, failing which the Implementation Agreementshall be terminated on the date of the expiry of the Remedy Period; andShareholders' Approvals: by either the Offeror or the Company, if the resolutionssubmitted to the Court Meeting are not approved (without amendment) by therequisite majority of the Shareholders.7.2 Non-fulfilment of Conditions Precedent. Notwithstanding anything contained in theImplementation Agreement, the Implementation Agreement shall terminate if any of theScheme Conditions has not been satisfied (or, where applicable, has not been waived) by adate falling 180 days from the date of the Implementation Agreement (or such other date asthe Offeror and the Company may agree) and the non-fulfilment of any such SchemeCondition is material in the context of the Acquisition, except that:8

(a) in the event of any non-fulfilment of the Scheme Conditions set out in paragraphs 7(in relation to Prescribed Occurrences relating to the Company as set out in Part II ofSchedule 3 to this Joint Announcement), 8, 10 11 and/or 12 of Schedule 2 to thisJoint Announcement, the Offeror may only rely on such non-fulfilment of any suchScheme Condition to terminate the Implementation Agreement with the priorconsultation and approval of the SIC; and(b) in the event of any non-fulfilment of the Scheme Conditions set out in paragraphs 7(in relation to Prescribed Occurrences relating to the Offeror as set out in Part I ofSchedule 3 to this Joint Announcement) and/or 9 of Schedule 2 to this JointAnnouncement, the Company may only rely on such non-fulfilment of any suchScheme Condition to terminate the Implementation Agreement with the priorconsultation and approval of the SIC.If the Implementation Agreement is not terminated because the SIC does not for any reasonconsent to the same, the non-termination of the Implementation Agreement does not amountto a waiver of any claims or rights which the Offeror or the Company may have against theother in relation to the non-fulfilment of the relevant Scheme Conditions set out in paragraphs7, 8, 9, 10, 11 and 12 of Schedule 2 to this Joint Announcement.8. CONFIRMATION OF FINANCIAL RESOURCESStandard Chartered Bank ("SCB"), being the financial adviser to the Offeror in connectionwith the Acquisition and the Scheme, has confirmed that sufficient financial resources areavailable to the Offeror to satisfy in full the aggregate Offer Price payable by it for all theShares to be acquired by it in the event the Scheme is completed (excluding the Set-OffAmount).9. INDEPENDENT FINANCIAL ADVISERThe directors of the Company who are considered to be independent for the purposes of theScheme (collectively, the ("Independent Directors")) will be appointing an independentfinancial adviser ("IFA") to advise them on the Scheme for the purpose of making arecommendation to the Shareholders in connection with the Scheme. In the meantime, theShareholders are advised to refrain from taking any action in relation to their Shares whichmay be prejudicial to their interests until they or their advisers have considered theinformation and the recommendations of the Independent Directors as well as the advice ofthe IFA set out in the Scheme Document to be issued in due course.10. SCHEME DOCUMENTFull details of the Scheme (including the recommendation of the Independent Directors alongwith the advice of the IFA) and notice of the Court Meeting to approve the Scheme will becontained in the Scheme Document to be despatched to the Shareholders in due course. Inthe meantime, Shareholders are advised to exercise caution when trading in their Shares,pending receipt of the Scheme Document.Persons who are in doubt as to the action they should take should consult theirstockbroker, bank manager, solicitor, accountant or other professional advisersimmediately.9

11. DISCLOSURES11.1 CompanySave as disclosed below and in this Joint Announcement, no director or controllingshareholder of the Company has any interest in the Scheme (other than by reason only ofbeing a director or shareholder of the Company).As noted in paragraph 3.5 above, each of the Key Personnel have entered into theSubscription Agreement for the subscription of the Offeror Shares and pursuant to theirrevocable undertakings given by LPK and the Subscription Agreement, the total proceedswhich would otherwise be payable by the Offeror as consideration pursuant to the Acquisitionfor such number of Shares owned or controlled by LPK and LCC as referred to in paragraph3.5 above, will be set-off in full against the respective obligations of LPK, LCC and LSC to payfor the subscription price in respect of the Offeror Shares subscribed for by each of them. Inaddition, as mentioned in paragraph 3.6 above, the Undertaking Shareholders have givenIrrevocable Undertakings to, inter alia, vote their respective Shares in favour of the Scheme atthe Court Meeting.11.2 Offeror and SCBSaved as disclosed in this Joint Announcement, as at the Announcement Date, none of (a)the Offeror, Invicta Holdco and Invicta (the "Invicta Entities"), (b) the directors of the InvictaEntities and (c) SCB:(i)(ii)(iii)owns, controls or has agreed to acquire any securities of the Company;has received any irrevocable undertaking from any person to vote and/or procure thevoting of all of the Shares to approve the Scheme and any other matter necessary orproposed to implement the Scheme; orhas, in relation to any relevant securities of the Company:(A)(B)(C)granted a security interest to another person, whether through a charge,pledge or otherwise;borrowed from another person (excluding borrowed securities which havebeen on-lent or sold); orlent to another person.11.3 In the interest of confidentiality, the Offeror has not made enquires in respect of certain otherparties who are or may be deemed to be acting in concert with it in connection with theScheme. Further enquiries will be made in respect of such parties and the relevantdisclosures, if any, will be made in the Scheme Document. For the same reason, SCB will bemaking the necessary enquiries in respect of its group subsequent to this JointAnnouncement and the relevant disclosures, if any, will be made in the Scheme Document.10

12. OVERSEAS SHAREHOLDERSThis Joint Announcement does not constitute an offer to sell or the solicitation of an offer tosubscribe for or buy any security, nor is it a solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in thisJoint Announcement in any jurisdiction in contravention of applicable law.The release, publication or distribution of this Joint Announcement in certain jurisdictions maybe restricted by law and therefore persons in any such jurisdictions into which this JointAnnouncement is released, published or distributed should inform themselves about andobserve such restrictions.Copies of this Joint Announcement and any formal documentation relating to the Scheme arenot being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed orsent in or into or from any jurisdiction where the implementation of the Scheme would violatethe law of that jurisdiction (the "Restricted Jurisdiction") and persons receiving suchdocuments (including custodians, nominees and trustees) must not mail or otherwise forward,distribute or send them in or into or from any Restricted Jurisdiction.The applicability of the Scheme to persons not resident in Singapore may be affected by thelaws of the relevant jurisdiction. Shareholders who are not resident in Singapore should keepthemselves informed of, and observe, any applicable restrictions or prohibitions. Furtherdetails in relation to overseas shareholders will be contained in the Scheme Document.13. DOCUMENTS FOR INSPECTIONCopies of the Implementation Agreement, the Irrevocable Undertakings and the documentsrelating to the Management Equity Arrangements set out in paragraph 3.5 of this JointAnnouncement will be made available for inspection during normal business hours at theregistered office of the Company for three (3) months from the Announcement Date or up untilthe Effective Date, whichever is the later.14. RESPONSIBILITY STATEMENTS14.1 OfferorThe directors of the Offeror (including those who may have delegated detailed supervision ofthis Joint Announcement) have taken all reasonable care to ensure that the facts stated andopinions expressed in this Joint Announcement are fair and accurate and that there are noother material facts not contained in this Joint Announcement, the omission of which wouldmake any statement in this Joint Announcement misleading.Where any information has been extracted or reproduced from published or otherwise publiclyavailable sources or obtained from the Company, the sole responsibility of the directors of theOfferor has been to ensure through reasonable enquiries that such information is accuratelyextracted from such sources or, as the case may be, reflected or reproduced in this JointAnnouncement.The directors of the Offeror jointly and severally accept full responsibility accordingly.11

SCHEDULE 1UNDERTAKING SHAREHOLDERSThe Undertaking Shareholders and their respective interests in the Company are as follows:S/N Name of Shareholder Number of Shares Number of Sharesas a Percentage ofthe Total Number ofShares (1)1. Lau Hung Swee & Sons Pte Ltd 21,072,029 (2) 4.8%2. Low Han Cheong 54,984,980 12.6%3. Lau Hwee Beng 44,530,320 10.2%4. LPK 109,664,671 (2) 25.05%5. Bio-Green Agritech Pte Ltd 1,700,000 0.4%6. Lucy Lim Chye Eng 1,330,000 0.3%7. Farah Lau 92,500 0.02%Total 233,374,500 53.42%Notes:(1) Based on 437,828,928 Shares (excluding 270,000 treasury shares) as at the date hereof.(2) LPK holds 11,416,470 Shares and is deemed interested in 98,248,201 Shares pursuant to a sale and purchaseagreement dated on or around the date of this Joint Announcement entered into between Lau Hung Swee & SonsPte Ltd and LPK for the sale of 98,248,201 Shares by Lau Hung Swee & Sons Pte Ltd to LPK to be completed on oraround the date of this Joint Announcement.13

SCHEDULE 2SCHEME CONDITIONSAll capitalised terms used and not defined in this Joint Announcement shall have the same meaningsgiven to them in the Implementation Agreement, a copy of which is available for inspection at therespective registered office of the Company during normal business hours for three (3) months fromthe date of this Joint Announcement or until the Effective Date, whichever is the later.The Acquisition is conditional upon:1. Offeree Shareholders' Approval: the approval of the Scheme by the Shareholders incompliance with the requirements of Section 210(3) of the Companies Act;2. Court Order: the grant of the Court Order by the Court and such Court Order having becomefinal;3. No Injunctions: no injunction or other order being issued by any court of competentjurisdiction or other legal restraint or prohibition preventing the consummation of the Schemeor the Acquisition or any part thereof;4. ACRA Registration: the registration of the Court Order with ACRA;5. Regulatory Approvals: all Regulatory Approvals having been obtained prior to the RecordDate, and not withdrawn or revoked on or before the Record Date, including without limitation,the following:(a)(b)(c)(d)confirmation from the SIC that Rules 14, 15, 16, 17, 20.1, 21, 22, 28, 29 and 33.2 andNote 1(b) to Rule 19 of the Code shall not apply to the proposed Scheme, subject toany conditions the SIC may deem fit to impose;the approval-in-principle from the SGX-ST of the Scheme Document and theproposed delisting of the Company from the Mainboard of the SGX-ST;confirmation from the SIC that the arrangement whereby LPK and LCC will swap allor part of their respective shareholding interests in the Company for an equivalentstake in the Offeror would not be regarded as a prohibited special deal for thepurpose of Rule 10 of the Code and would not prevent LPK and LCC from voting theirShares at the Court Meeting; andany requisite approvals to the extent required under the Applicable Laws of theRepublic of South Africa having regard to the transaction contemplated in terms of theImplementation Agreement, including the JSE Limited and the South African ReserveBank;6. Authorisations: prior to the Record Date, in addition to the approvals mentioned inparagraph 5 above:(a)(b)in relation to the Offeror, all other authorisations, consents, waivers, clearances,permissions and approvals as are necessary or required by the Offeror under any andall Applicable Laws, from any other relevant Governmental Agencies, and under anyinstrument, contract, document or agreement to which the Offeror is a party, for or inrespect of the implementation of the Scheme and the Acquisition; andin relation to the Company, all other authorisations, consents, waivers, clearances,14

permissions and approvals as are necessary or required by the Company under anyand all Applicable Laws, from any other relevant Governmental Agencies, and underany instrument, contract, document or agreement to which the Company is a party,for or in respect of the implementation of the Scheme and the Acquisition,having been obtained, and not withdrawn or revoked on or before the Record Date;7. No Prescribed Occurrence: between the date of the Implementation Agreement and theRecord Date, no Prescribed Occurrence in relation to the Company (as set out in Part II ofSchedule 3) or the Offeror (as set out in Part I of Schedule 3) (as the case may be) occurring,other than as required or contemplated by the Implementation Agreement or pursuant to theAcquisition;8. The Company's Warranties and the Company's Covenants:(a)(b)the Company's Warranties being true and correct in all respects as of the date of theImplementation Agreement and as of the Record Date as though made on and as ofthat date and for this purpose only, where there is an express reference in anyCompany's Warranty to the "date of the Implementation Agreement", that reference isto be construed as a reference to the Record Date to the extent applicable; andthe Company having, as of the Record Date, performed and complied in all respectswith all covenants and agreements contained in the Implementation Agreement(including the undertakings set out in Clause 6.2 of the Implementation Agreement)which are required to be performed by or complied with by it, on or prior to the RecordDate;9. The Offeror's Warranties and the Offeror's Covenants:(a)(b)the Offeror's Warranties being true and correct in all respects as of the date of theImplementation Agreement and as of the Record Date as though made on and as ofthat date, and for this purpose only, where there is an express reference in anyOfferor's Warranty to the "date of the Implementation Agreement", that reference is tobe construed as a reference to the Record Date to the extent applicable; andthe Offeror having, as of the Record Date, performed and complied in all respectswith all covenants and agreements contained in the Implementation Agreement(including the undertakings set out in Clause 6.3 of the Implementation Agreement)which are required to be performed by or complied with by it, on or prior to the RecordDate;10. Irrevocable Undertakings: contemporaneous with the execution of the ImplementationAgreement, each of the Undertaking Shareholders delivering to the Offeror his respectiveIrrevocable Undertaking to vote all their Shares in favour of the Scheme at the Court Meeting;11. Material Adverse Event: there being no event occurring from the Announcement Date whichhas the effect of causing a diminution in the Group's consolidated equity attributable to theowners of the parent after deducting the value of intangible assets and goodwill (the terms"equity attributable to the owners of the parent", "intangible assets" and "goodwill" for suchpurpose shall have the same meaning as the respective terms in the financial statements ofthe Company as at 31 March 2012 and 30 June 2012) to an amount below S$149,686,070.79(as reflected in the financial statements of the Company as at 31 March 2012) at any timeuntil the Record Date, provided that:(a)any diminution in value of any item of the assets or increase in value of any item of15

the liabilities of the Group arising from currency translation shall not be taken intoaccount;(b)(c)any increase or decrease in value of any item of the assets due to a revaluation of theassets of the Group subsequent to 31 March 2012 shall not be taken into account;any diminution in value of the Group's consolidated equity attributable to the ownersof the parent due to the following shall not be taken into account:(i)(ii)(iii)the payment of dividends to Shareholders, so long as the total dividend paidbetween 31 March 2012 and the Record Date does not exceed S$5,036,000;the amount of S$59,164.61 (being the aggregate amount paid by theCompany (including charges) pursuant to the buy-back of an aggregate of270,000 Shares undertaken by the Company in May 2012 and June 2012);andthe amount of computer software costs, so long as the total amount does notexceed S$193,947.00; and(d)the computation of the Group’s consolidated equity attributable to the owners of theparent shall be on a basis consistent with the Singapore Financial ReportingStandards principles and the historical accounting policies adopted by the Company;and12. Major Customers and Major Suppliers: between the Announcement Date and the RecordDate, there being no loss of any Major Customer or Major Supplier Group (other than byreason of a Group having terminated such relationship(s) in writing) nor any written noticegiven by any Major Customer or Major Supplier Group indicating that it/they wish(es) to ceasebeing a customer of, or supplier(s) to, the Group.For these purposes:(a) a "Major Customer" means a major customer that had contributed five per cent. (5%)or more to the gross revenue of the Group as disclosed and reflected in the auditedconsolidated financial statements of the Group for the financial year ended 30 June2012; and(b)a "Major Supplier Group" means such number of suppliers which collectivelyaccounted for fifteen per cent. (15%) or more of the Group's total purchases for thefinancial year ended 30 June 2012, Provided That the loss of a supplier shall bedisregarded for the purposes of this Scheme Condition if the Company is able to satisfythe Offeror that the loss of such supplier will not have an adverse impact (includingwithout limitation, from the perspective of prospective revenue, profitability and workingcapital investment) on the business of the Group.16

SCHEDULE 3PRESCRIBED OCCURRENCESAll capitalised terms used and not defined in this Joint Announcement shall have the same meaningsgiven to them in the Implementation Agreement, a copy of which is available for inspection at therespective registered office of the Company during normal business hours for three (3) months fromthe Announcement Date or up until the Effective Date, whichever is the later.For the purpose of the Implementation Agreement and in this Joint Announcement, "PrescribedOccurrence", in relation to the Offeror or the Company, as the case may be, means any of thefollowing:PART I – IN RELATION TO THE OFFEROR1. Injunction: an injunction or other order issued against the Offeror by any court of competentjurisdiction or other legal restraint or prohibition preventing the consummation of the Scheme;2. Winding Up: the making of an order by a court of competent jurisdiction for the winding up ofthe Offeror or the Offeror resolving that it be wound up;3. Appointment of Liquidator, Judicial Manager, Receiver: the appointment of a liquidator,provisional liquidator, judicial manager and/or provisional judicial manager of the Offeror, orreceiver or manager over all or a part of the assets or undertakings of the Offeror;4. Composition: the Offeror entering into any arrangement or general assignment orcomposition for the benefit of its creditors generally;5. Insolvency: the Offeror becoming or being deemed by law or a court of competentjurisdiction to be insolvent, or stops or suspends or defaults on, or threatens to stop orsuspend or default on, payment of its debts of a material amount as they fall due;6. Cessation of Business: the Offeror ceases or threatens to cease for any reason to carry onbusiness in its usual and ordinary course;7. Breach of the Implementation Agreement: the Offeror being in material breach of any ofthe provisions of the Implementation Agreement; or8. Analogous Event: any event occurs which, under the laws of any jurisdiction, has ananalogous or equivalent effect to any of the foregoing event(s).PART II – IN RELATION TO THE COMPANY1. Conversion of Shares: the Company converting all or any of its shares into a larger orsmaller number of shares;2. Share Buy-back: the Company undertaking any share buy-backs pursuant to its existingshare buy-back mandate;3. Reduction of Share Capital: the Company resolving to reduce its share capital in any way;17

4. Allotment of Shares: the Company making an allotment of, or granting an option tosubscribe for, any shares or securities convertible into shares or agreeing to make such anallotment or to grant such an option or convertible security, or any subsidiary of the Companydoing any act of the foregoing with respect to its own securities;5. Issuance of Debt Securities: the Company (or any subsidiary of the Company) issuing oragreeing to issue, convertible notes or other debt securities;6. Injunction: an injunction or other order issued against the Company by any court ofcompetent jurisdiction or other legal restraint or prohibition preventing the consummation ofthe Scheme;7. Winding Up: the making of an order by a court of competent jurisdiction for the winding up ofthe Company (or any subsidiary of the Company) or the Company (or any subsidiary of theCompany) resolving that it be wound up;8. Appointment of Liquidator, Judicial Manager, Receiver: the appointment of a liquidator,provisional liquidator, judicial manager, provisional judicial manager and/or other similarofficer of the Company (or any subsidiary of the Company), or receiver or manager over all ora part of the assets or undertakings of the Company;9. Composition: the Company (or any subsidiary of the Company) entering into anyarrangement or general assignment or composition for the benefit of its creditors generally;10. Insolvency: the Company (or any subsidiary of the Company) becoming or being deemed bylaw or a court of competent jurisdiction to be insolvent, or stops or suspends or defaults on, orthreatens to stop or suspend or default on, payment of its debts of a material amount as theyfall due;11. Cessation of Business: the Company ceases or threatens to cease for any reason to carryon business in its usual and ordinary course;12. Breach of the Implementation Agreement: the Company being in material breach of any ofthe provisions of the Implementation Agreement; or13. Analogous Event: any event occurs which, under the laws of any jurisdiction, has ananalogous or equivalent effect to any of the foregoing event(s).For the purpose of paragraphs 10 and 12 of this Part II of Schedule 3, a matter is "material" if it hasthe effect of causing the net asset value of the Group ("Group NAV") to decrease by more than fiveper cent. (5%) (excluding the impact arising from the dividend of 0.82 cent per Share announced bythe Company in its full year financial statement released on the SGX-NET on 24 August 2012 and tobe paid by the Company on 14 November 2012, foreign currency fluctuations and costs of fees andexpenses incurred by the Group in connection with the Implementation Agreement and the Scheme)from the Group NAV as at 30 June 2012.18