GLOBAL

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 (``Ordinary 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