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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

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