GLOBAL

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