GLOBAL

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