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Over Code. A take-over offer is also required to be made if a person holding between 30.0% and 50.0%<br />

inclusive of the voting rights in our Company, either individually or in concert, acquires more than 1.0% of<br />

our voting shares in any six-month period. Although such take-over provisions are intended to protect the<br />

interests of Shareholders by requiring any acquisitions of our Shares that may involve or threaten a change in<br />

control of our Company to also be extended to all Shareholders on the same terms, these provisions may<br />

discourage or prevent such transactions from taking place at all. Some of our Shareholders, which may include<br />

you, may therefore be disadvantaged as a transaction of that kind might have allowed the sale of Shares at a<br />

price above the prevailing market price.<br />

Overseas Shareholders may not be able to participate in future rights offerings or certain other equity<br />

issues we may make.<br />

If we offer to our Shareholders rights to subscribe for additional Shares or any right of any other nature,<br />

we will have the discretion as to the procedure to be followed in making the rights available to our<br />

Shareholders or in disposing of the rights for the benefit of our Shareholders and making the net proceeds<br />

available to such Shareholders. We may choose not to offer the rights to our Shareholders having an address<br />

outside Singapore. For example, we will not offer such rights to our Shareholders who are US persons (as<br />

defined in Regulation S) or who have a registered address in the United States unless:<br />

a registration statement is in effect, if a registration statement under the Securities Act is required in<br />

order for us to offer such rights to holders and sell the securities represented by such rights; or<br />

the offering and sale of such rights or the underlying securities to such holders are exempt from<br />

registration under the provisions of the Securities Act.<br />

We have no obligation to prepare or file any registration statement under the Securities Act. Accordingly,<br />

Shareholders who are US persons (as defined in Regulation S) or who have a registered address in the United<br />

States may be unable to participate in rights offerings and may experience a dilution in their holdings as a<br />

result.<br />

29

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