OFFER DOCUMENT DATED 13 FEBRUARY 2012 THISOFFERDOCUMENTISIMPORTANTANDREQUIRESYOURIMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. If you are in any doubt about this Offer (as defined herein) or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately. DMG & Partners Securities Pte Ltd (“DMG”) is acting for and on behalf of e2-Capital Inc. (“Offeror”) and does not purport to advise the shareholders of Westminster Travel Limited (“Company”) or any other person. In preparing its letter to the shareholders of the Company on behalf of the Offeror, DMG has not had any regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any shareholder of the Company. If you have sold or transferred all your ordinary shares in the capital of the Company (“Shares”) held through The Central Depository (Pte) Limited (“CDP”), you need not forward this Offer Document and the accompanying Form of Acceptance and Authorisation (“FAA”) to the purchaser or transferee as CDP will arrange for a separate Offer Document and FAA to be sent to the purchaser or transferee. If you have sold or transferred all your Shares which are not deposited with CDP, you should immediately hand this Offer Document and the accompanying Form of Acceptance and Transfer (“FAT”) to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. The views of the independent directors and the independent financial adviser of the Company on the Offer will be made available to you in due course. You may wish to consider their views before taking any action in relation to the Offer. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offer Document.

MANDATORY UNCONDITIONAL CASH OFFER by

DMG & PARTNERS SECURITIES PTE LTD (Company Registration Number: 198701140E) (Incorporated in Singapore)

for and on behalf of e2-Capital Inc. (BVI Company Number: 342757) (Incorporated in the British Virgin Islands)

to acquire all the issued and paid up ordinary shares in the capital of WESTMINSTERTRAVELLIMITED (Company Registration Number: 200814792H) (Incorporated in Singapore)

other than those already owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it.

ACCEPTANCES SHOULD BE RECEIVED BY THE CLOSE OF THE OFFER AT 5.30 P.M. ON 12 MARCH 2012. THE OFFEROR DOES NOT INTEND TO EXTEND THE OFFER BEYOND 5.30 P.M. ON 12 MARCH 2012 OR TO REVISE THE TERMS OF THE OFFER. NOTICEISHEREBYGIVENTHATTHEOFFERWILLNOTBEOPENFORACCEPTANCES BEYOND 5.30 P.M. ON 12 MARCH 2012 AND THAT THE TERMS OF THE OFFER WILL NOT BE REVISED, SAVE THATSUCHNOTICESHALLNOTBECAPABLEOFBEINGENFORCEDINACOMPETITIVE SITUATION.

The procedures for acceptance are set out in Appendix 2 to this Offer Document and in the accompanying FAA and/or FAT. This page has been intentionally left blank. CONTENTS

Page

DEFINITIONS...... 2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...... 5

LETTERTOSHAREHOLDERS ...... 6

1. INTRODUCTION ...... 6

2. TERMSOFTHEOFFER...... 6

3. NOCONDITIONTOTHEOFFER ...... 7

4. WARRANTY...... 7

5. DURATION OF THE OFFERAND SHUT-OFF NOTICE ...... 7

6. DETAILSOFTHEOFFER...... 8

7. PROCEDURESFORACCEPTANCE ...... 8

8. INFORMATIONONTHEOFFEROR ...... 8

9. INFORMATIONONTHECOMPANY ...... 9

10. RATIONALE FOR THE OFFER AND INTENTIONS FOR THE COMPANY ...... 9

11. FINANCIAL EVALUATION OF THE OFFER...... 10

12. COMPULSORY ACQUISITION AND LISTING STATUS...... 10

13. DISCLOSURES OF HOLDINGS AND DEALINGS IN SHARES...... 11

14. CONFIRMATION OF FINANCIAL RESOURCES ...... 11

15. OVERSEAS SHAREHOLDERS ...... 12

16. GENERALINFORMATION ...... 13

17. DIRECTOR’S RESPONSIBILITY STATEMENT ...... 14

APPENDIX 1 — DETAILS OF THE OFFER ...... 15

APPENDIX 2 — PROCEDURES FOR ACCEPTANCE ...... 17

APPENDIX 3 — ADDITIONAL INFORMATION ON THE OFFEROR ...... 22

APPENDIX 4 — ADDITIONAL INFORMATION ON THE COMPANY ...... 24

APPENDIX 5 — DISCLOSURES OF HOLDINGS AND DEALINGS IN SHARES ...... 25

APPENDIX 6 — GENERAL INFORMATION ...... 26

APPENDIX 7 — SIGNIFICANT ACCOUNTING POLICIES OF THE OFFEROR ...... 29

1 DEFINITIONS

Unless otherwise defined or where the context otherwise requires, the following definitions shall apply in this Offer Document, the FAA and the FAT:

“ACRA” : The Accounting and Corporate Regulatory Authority of Singapore

“Catalist” : The Catalist Board, being the sponsor-supervised listing platform of the SGX-ST

“CDP” : TheCentralDepository(Pte)Limited

“Closing Date” : 5.30p.m.on12March2012,beingtheclosingtimeanddate for lodgement of acceptances of the Offer

“Code” : TheSingaporeCodeonTake-oversandMergers

“Companies Act” : CompaniesAct,Chapter50ofSingapore

“Company” : WestminsterTravelLimited

“Despatch Date” : 13February2012,beingthedateofdespatchofthisOffer Document

“DMG” : DMG&PartnersSecuritiesPteLtd

“FAA” : FormofAcceptanceandAuthorisation,whichformspartof this Offer Document and which is issued to Shareholders whose Shares are deposited with CDP

“FAT” : FormofAcceptanceandTransfer,whichformspartofthis Offer Document and which is issued to Shareholders whose Shares are not deposited with CDP

“FY” : Financialyearended31Marchfortherelevantyear

“Group” : TheCompanyanditssubsidiaries

“Latest Practicable Date” : 8 February 2012, being the latest practicable date prior to the printing of this Offer Document

“Listing Manual” : Section B: Rules of Catalist of the Listing Manual of the SGX-ST as at the Latest Practicable Date

“Market Day” : AdayonwhichtheSGX-STisopenfortradingofsecurities

“Offer” : MandatoryunconditionalcashoffermadebyDMG,forand on behalf of the Offeror, to acquire the Offer Shares on the terms and subject to the conditions set out in this Offer Document, the FAA and the FAT

“Offer Announcement” : TheannouncementoftheOfferreleasedbyDMG,forandon behalf of the Offeror, on the Offer Announcement Date

“Offer Announcement Date” : 25 January 2012, being the date of the OfferAnnouncement

2 “Offer Document” : This document, including the FAA and the FAT accompanying this document and any other document(s) which may be issued by DMG, for and on behalf of the Offeror, to amend, revise, supplement or update the contents of this document from time to time

“Offer Period” : TheperiodcommencingfromtheOfferAnnouncementDate and expiring on 12 March 2012

“Offer Price” : S$0.089incashforeachOfferShare

“Offer Shares” : All the Shares in issue (including all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any outstanding Options prior to the close of the Offer) not already owned, controlled or agreed to be acquired by the Offeror and persons acting in concert with it

“Offeror” : e2-Capital Inc.

“Options” : Options granted under the Scheme

“Overseas Shareholders” : Shall have the meaning ascribed to it in paragraph 15.1 of this Offer Document

“Register” : Register of Shareholders, as maintained by the Registrar

“Registrar” : Tricor Barbinder Share Registration Services, a division of Tricor Singapore Pte. Ltd.

“Sale Shares” : Shall have the meaning ascribed to it in paragraph 1 of this Offer Document

“Scheme” : The Westminster Share Option Scheme approved by Shareholders at an extraordinary general meeting held on 23 December 2008

“Securities Account” : A securities account maintained by a Depositor with CDP

“Securities and Futures Act” : Securities and Futures Act, Chapter 289 of Singapore

“SGXNET” : SGX-ST’s website at www.sgx.com

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Shareholders” : Persons who are registered as holders of Shares in the Register and Depositors who have Shares entered against their names in the Depository Register

“Shares” : Issued and paid up ordinary shares in the capital of the Company

“SIC” : The Securities Industry Council of Singapore

“Transfer” : Shall have the meaning ascribed to it in paragraph 1 of this Offer Document

“Vendor” : SBI Travel Limited

3 “%” : Percentage or per centum

“S$” and “cents” : Singapore dollars and cents, respectively, being the lawful currency of Singapore

“HK$” : HK dollars, being the lawful currency of Hong Kong Special Administrative Region of the People’s Republic of China

“US$” : United States dollars, being the lawful currency of the United States

In this Offer Document:

(i) The expressions “acting in concert” and “associates” shall have the meanings ascribed to them, respectively, in the Code. The expression “subsidiaries” shall have the meaning ascribed to it in the Companies Act.

(ii) References to the making of an announcement or the giving of notice by the Offeror shall include the release of an announcement by DMG or advertising agents, for and on behalf of the Offeror, to the press or the delivery of or transmission by telephone, telex, facsimile, SGXNET or otherwise of an announcement to the SGX-ST. An announcement made otherwise than to the SGX-ST shall be notified simultaneously to the SGX-ST.

(iii) The expressions “Depositor”,“Depository Agent” and “Depository Register” shall have the meanings ascribed to them, respectively, in the Companies Act.

(iv) Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include all genders, and references to persons shall include individuals, bodies corporate, unincorporated associations and partnerships.

(v) The headings in this Offer Document are inserted for convenience only and shall not affect the construction of this Offer Document.

(vi) Any discrepancies in the tables in this Offer Document between the listed amounts and the totals are due to rounding. Accordingly, figures shown in totals in this Offer Document may not be an arithmetic aggregation of the figures that precede them.

(vii) Any reference in this Offer Document, the FAA and the FAT to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Code, the Listing Manual or any modification thereof and used in this Offer Document, the FAA and the FAT shall, where applicable, have the meaning assigned to that word under the Companies Act, the Code, the Listing Manual or that modification, as the case may be, unless the context requires otherwise.

(viii) References to “you”,“your” and “yours” in this Offer Document are to Shareholders.

(ix) Any reference to a time of the day and date in this Offer Document shall be a reference to Singapore time and date respectively, unless otherwise specified.

(x) Any reference in this Offer Document to the total number of Shares is a reference to a total of 280,000,000 Shares in issue as at the Latest Practicable Date based on the information provided in the electronic instant information search results from ACRA in respect of the Company on the Latest Practicable Date, unless otherwise stated.

4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included in this Offer Document are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “aim”, “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions of future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. These statements reflect the Offeror’s current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual future results may differ materially from those described in such forward-looking statements. Given the risks and uncertainties involved, Shareholders and investors should not place undue reliance on such forward-looking statements, and neither the Offeror nor DMG guarantees the performance of such forward-looking statements or undertakes any obligation to update publicly or revise any forward-looking statements.

5 DMG & PARTNERS SECURITIES PTE LTD (Company Registration Number: 198701140E) (Incorporated in Singapore)

13 February 2012

To: The Shareholders of Westminster Travel Limited

Dear Sir/Madam

MANDATORY UNCONDITIONAL CASH OFFER BY DMG & PARTNERS SECURITIES PTE LTD, FOR AND ON BEHALF OF e2-CAPITAL INC., FOR THE OFFER SHARES

1. INTRODUCTION

On or about 30 December 2010, the Offeror and the Vendor, the controlling shareholder of the Company, entered into a facility agreement (“Facility Agreement”) for the amount of HK$89,600,000 (approximately S$14,633,3501)(“Facility”). Under the Facility Agreement, the aggregate principal amount and interest under the Facility were to be repaid on 31 December 2011. The Offeror served notices on the Vendor on 3 January 2012 and 10 January 2012 informing the Vendor that the indebtedness under the Facility Agreement (“Indebtedness”) had become due and payable.

In settlement of the Indebtedness, the Vendor had on 25 January 2012 entered into and completed an agreement to transfer to the Offeror an aggregate of 164,500,000 Shares (“Sale Shares”) representing approximately 58.75 per cent. of the total Shares (the “Transfer”) as at the Offer Announcement Date2.

In accordance with Section 139 of the Securities and Futures Act and Rule 14.1 of the Code, DMG, for and on behalf of the Offeror, announced on the Offer Announcement Date that the Offeror will make a mandatory unconditional cash offer for all the Offer Shares. A copy of the Offer Announcement is available on SGXNET.

This Offer Document contains the formal offer by DMG, for and on behalf of the Offeror, for the Offer Shares. Shareholders are urged to read this Offer Document carefully and to properly consider the Offer.

2. TERMSOFTHEOFFER

2.1 Terms of the Offer

DMG hereby offers, for and on behalf of the Offeror, to acquire all the Offer Shares in accordance with Section 139 of the Securities and Futures Act and Rule 14.1 of the Code. The Offer is made subject to the terms and conditions set out in this Offer Document, the FAA and/or the FAT (as the case may be).

1 Calculated based on the exchange rate of S$1.00 = HK$6.1230 as at the Offer Announcement Date. 2 Based on 280,000,000 Shares in issue as reflected in the electronic instant information search results from ACRA in respect of the Company on 25 January 2012.

6 2.2 Offer Price

The price for each Offer Share is as follows:

For each Offer Share: S$0.089 in cash.

The Offeror does not intend to revise the Offer Price.

The Offer Shares will be acquired:

(i) fully paid;

(ii) free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever; and

(iii) together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Offer Announcement Date. If any dividend, or other distribution or return of capital is announced, declared, paid or made by the Company on or after the Offer Announcement Date, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital.

The Offer will be extended on the same terms and conditions to all new Shares unconditionally issued or to be issued pursuant to the valid exercise of any outstanding Options prior to the close of the Offer. As at the Latest Practicable Date, to the best knowledge of the Offeror, there are no outstanding Options granted under the Scheme.

3. NO CONDITION TO THE OFFER

The Offer is not subject to any conditions and is unconditional in all respects.

4. WARRANTY

A Shareholder who tenders his Offer Shares in acceptance of the Offer will be deemed to unconditionally and irrevocably warrant that he sells such Offer Shares as (or, as the case may be, on behalf of) their beneficial owner(s), and that they are (i) fully paid, (ii) free from any mortgage, debenture, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or similar right, right of first refusal and any other encumbrance or condition whatsoever, and (iii) transferred together with all rights, benefits and entitlements attached thereto as at the Offer Announcement Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared, paid or made by the Company on or after the Offer Announcement Date.

5. DURATION OF THE OFFER AND SHUT-OFF NOTICE

5.1 The Offer is open for acceptance by Shareholders for at least twenty-eight (28) days after the Despatch Date, unless the Offer is withdrawn with the consent of the SIC and every person released from any obligation incurred thereunder.

7 The Offer will close at 5.30 p.m. on 12 March 2012. The Offeror does not intend to extend the Offer beyond 5.30 p.m. on 12 March 2012.

Accordingly, notice is hereby given that the Offer will not be open for acceptances beyond 5.30 p.m. on 12 March 2012 and that the terms of the Offer will not be revised, save that such notice shall not be capable of being enforced in a competitive situation.

5.2 Asprovidedin paragraph 5.1 above, the Offeror has given notice that it does not intend to revise the Offer, save that such notice shall not be capable of being enforced in a competitive situation. Nevertheless, in the event that the Offer is revised, pursuant to Rule 20.1 of the Code, the Offer will remain open for acceptance for a period of at least fourteen (14) days from the date of despatch of the written notification of the revision to Shareholders. In any case, where the terms are revised, the benefit of the Offer will be made available to each of the Shareholders who had previously accepted the Offer.

5.3 As stated in paragraph 5.1 above, the Offeror has given notice that it does not intend to extend the Offer beyond 5.30 p.m. on the Closing Date, save that such notice shall not be capable of being enforced in a competitive situation. Nevertheless, if there is an extension of the Offer, pursuant to Rule 22.4 of the Code, a statement may be made that the Offer will remain open until further notice. In that case, those Shareholders who have not accepted the Offer will be notified in writing at least fourteen (14) days before the Offer is closed.

6. DETAILS OF THE OFFER

Appendix 1 to this Offer Document sets out further details on (a) the settlement of the consideration for the Offer, (b) the requirements relating to the announcements of the level of acceptances of the Offer, and (c) the right of withdrawal of acceptances of the Offer.

7. PROCEDURES FOR ACCEPTANCE

The procedures for acceptance of the Offer are set out in Appendix 2 to this Offer Document and the accompanying FAA and/or FAT (as the case may be).

8. INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the British Virgin Islands under the laws of the British Virgin Islands. The Offeror has an authorized capital of US$50,000.00 divided into 50,000 shares of US$1.00 each. Dato’ Wong Sin Just is the sole shareholder and director of the Offeror. The principal activity of the Offeror is that of investment holding.

Dato’ Wong Sin Just was appointed as Non-Executive Chairman of the Company in November 2008. He is the founder and former Chairman of SBI E2-Capital Limited and possesses over 20 years of experience in investment banking and venture capital. SBI E2-Capital Limited and its group of companies were a private investment group providing financial services in both Hong Kong and Singapore. Dato’ Wong is also an Independent Non-Executive Director of CSI Properties Limited and China Zenith Chemical Group Limited, both of which are listed on the Hong Kong Exchanges and Clearing Limited.

Please refer to Appendix 3 which sets out additional information on the Offeror.

8 9. INFORMATION ON THE COMPANY

The Company was incorporated in Singapore on 28 July 2008 and listed on the Catalist on 23 January 2009.

The Group is principally engaged in the provision of corporate travel services and the wholesale of air tickets and hotel rooms as well as leisure travel services. Based on publicly available information, the Group is a one-stop travel management and services group offering a wide range of travel products and services. The Group’s business can be categorised into three segments as follows:

(a) Corporate Segment: Its corporate segment provides corporate business travel, MICE, corporate leisure travel and other travel related services and products to its corporate travel customer base.

(b) Air Tickets/Hotel Rooms Wholesale Segment: Its wholesale segment engages in the sale of air tickets and hotel rooms on behalf of its suppliers to its customers, which comprises other travel agents.

(c) Leisure Segment: It offers a range of travel products, including FIT packages, air tickets, hotel accommodation, and other travel-related products such as insurance, Eurail pass, Walt Disney tickets, cruises etc. to both its retail and wholesale customers through its network of travel management and services offices.

Please refer to Appendix 4 which contains additional information on the Company.

10. RATIONALE FOR THE OFFER AND INTENTIONS FOR THE COMPANY

10.1 Rationale for the Offer

The Offer is made by the Offeror in compliance with Rule 14.1 of the Code because the Offeror, having completed the Transfer, has acquired a direct interest in the Sale Shares previously held by the Vendor.

10.2 Intentions for the Company

It is the current intention of the Offeror that the Company continues to carry on its existing business. Other than in the ordinary course of the Company’s business, the Offeror presently has no current intention to redeploy the fixed assets of the Company or to discontinue the employment of the employees of the Group.

The intentions of the Offeror for the Company as set out herein are based on current views and assumptions and involve unknown risks, uncertainties and other factors, many of which are outside the control of the Offeror. There is no assurance that the current intentions will be carried into effect, and the Offeror reserves the right at any time to consider any options in relation to the Company which may present themselves and which the Offeror may regard to be in the interests of the Company.

9 11. FINANCIAL EVALUATION OF THE OFFER

The Offer Price represents the following discount to the benchmark prices of the Shares as listed below:

Discount to Benchmark benchmark Description price (S$)3 price (%) (a) Last transacted price per Share on the SGX-ST on 2 February 2012, being the last date on which the Shares were traded prior to the Latest Practicable Date4 0.116 23.28 (b) Last transacted price per Share on the SGX-ST on 28 December 2011, being the last date on which the Shares were traded prior to the Offer Announcement Date (“Last Trading Date”) 0.1150 22.61 (c) Volume-weighted average price (“VWAP”) of Shares for the one-week period up to the Last Trading Date 0.1150 22.61 (d) VWAP of Shares for the one-month period up to theLastTradingDate 0.1150 22.61 (e) VWAP of Shares for the three-month period up to theLastTradingDate 0.1267 29.76 (f) VWAP of Shares for the six-month period up to theLastTradingDate 0.1278 30.36

12. COMPULSORY ACQUISITION AND LISTING STATUS

12.1 No Compulsory Acquisition

Pursuant to Section 215(1) of the Companies Act, if the Offeror receives valid acceptances of the Offer or acquires Offer Shares during the Offer Period otherwise than through valid acceptances of the Offer, in respect of not less than 90 per cent. of the total number of Shares as at the final closing date of the Offer (other than those already held by the Offeror, its related corporations and their respective nominees as at the date of this Offer Document), the Offeror would be entitled to exercise the right to compulsorily acquire all the Offer Shares of Shareholders who have not accepted the Offer, at the Offer Price and on the same terms as those offered under the Offer. However, it should be noted that the Offeror does not intend to exercise its right of compulsory acquisition under Section 215(1) of the Companies Act as the current intention of the Offeror is to preserve the listing status of the Company on the Catalist.

In addition, pursuant to Section 215(3) of the Companies Act, if the Offeror acquires such number of Shares which, together with Shares held by it, its related corporations or their respective nominees, comprise 90% or more of the total number of Shares, Shareholders who have not accepted the Offer have a right to require the Offeror to acquire their Shares at the Offer Price. Shareholders who have not accepted the Offer and who wish to exercise their rights under Section 215(3) of the Companies Act are advised to seek their own independent legal advice.

3 The figures set out herein are based on data extracted from Bloomberg L.P. 4 There were no trades done on the Latest Practicable Date.

10 12.2 Listing Status

Under Rule 1104 of the Listing Manual, in the event that the Offeror and persons acting in concert with it, as a result of the Offer or otherwise, own or control more than 90% of the total number of issued Shares (excluding treasury shares), the SGX-ST may suspend the listing of the Shares in the Ready and Unit Share markets until such time when the SGX-ST is satisfied that at least 10% of the total number of issued Shares (excluding treasury shares) are held by at least 200 shareholders who are members of the public. Under Rule 1303(1) of the Listing Manual, where the Offeror succeeds in garnering acceptances exceeding 90% of the total issued Shares (excluding treasury shares), thus causing the percentage of Shares (excluding treasury shares) held in public hands to fall below 10%, the SGX-ST will suspend trading of the Shares only at the close of the Offer.

In addition, under Rule 724 of the Listing Manual, if the percentage of the total issued Shares (excluding treasury shares) held in public hands falls below 10%, the Company must, as soon as practicable, notify its sponsor of that fact and announce such fact and the SGX-ST may suspend trading of all the Shares.

Rule 724 of the Listing Manual further provides that the SGX-ST may allow the Company a period of three months, or such longer period as the SGX-ST may agree, to raise the percentage of Shares in public hands to at least 10%, failing which the Company may be delisted.

The current intention of the Offeror is to maintain the listing status of the Company on the Catalist. However, in the event that the SGX-ST suspends the listing of shares pursuant to the rules of the Listing Manual, the Offeror will re-assess its position in respect of its shareholding interests in the Company.

13. DISCLOSURES OF HOLDINGS AND DEALINGS IN SHARES

13.1 Shareholdings

As at the Latest Practicable Date, save as set out in Appendix 5 to this Offer Document, neither the Offeror nor its sole director and shareholder, own, control, or have agreed to acquire any (a) Shares, (b) securities which carry voting rights in the Company, or (c) instruments convertible into, rights to subscribe for, or options in respect of, such Shares or securities.

13.2 No Dealings

Save as disclosed in Appendix 5 to this Offer Document, as at the Latest Practicable Date, neither the Offeror nor the parties acting in concert with the Offeror own, control or have agreed to acquire or have dealt for value in (a) any Shares, (b) securities which carry voting rights in the Company, or (c) instruments convertible into, rights to subscribe for, or options in respect of, such Shares or securities during the six-month period immediately preceding the Offer Announcement Date and ending on the Latest Practicable Date.

13.3 No Irrevocable Undertakings

As at the Latest Practicable Date, neither the Offeror nor persons acting in concert with it have received any irrevocable undertaking from any party to accept or reject the Offer.

14. CONFIRMATION OF FINANCIAL RESOURCES

DMG, as financial adviser to the Offeror in connection with the Offer, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer on the basis of the Offer Price.

11 15. OVERSEAS SHAREHOLDERS

15.1 Overseas Shareholders

The availability of the Offer to Shareholders whose addresses are outside Singapore, as shown in the Register or, as the case may be, in the records of CDP(“Overseas Shareholders” and each an “Overseas Shareholder”) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, all Overseas Shareholders should inform themselves about, and observe, any applicable requirements in their own jurisdiction. Where there are potential restrictions on sending this Offer Document, the FAA and/or the FAT to any overseas jurisdiction, each of the Offeror and DMG reserves the right not to send these documents to any overseas jurisdiction. For the avoidance of doubt, the Offer is made to all Shareholders holding Offer Shares, including those to whom this Offer Document and the FAA and/or the FAT have not been or will not be sent.

Copies of the Offer Document and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where the making of or the acceptance of the Offer would violate the law of that jurisdiction (a “Restricted Jurisdiction”) and will not be capable of acceptance by any such use, instrumentality or facility within any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities.

15.2 Overseas Jurisdiction

It is the responsibility of any Overseas Shareholder who wishes to accept the Offer, to satisfy himself as to the full observance of the laws of the relevant jurisdiction, including the obtaining of any governmental or other consent which may be required, or compliance with other necessary formalities or legal requirements, or the payment of any taxes, imposts, duties or other requisite payments due in such jurisdiction. Such Overseas Shareholder shall be liable for any taxes, imposts, duties or other requisite payments payable and the Offeror and any person acting on its behalf (including DMG, CDP and the Registrar) shall be fully indemnified and held harmless by such Overseas Shareholder for any taxes, imposts, duties or requisite payments that may be required to be paid. In accepting the Offer, the Overseas Shareholder represents and warrants to the Offeror and DMG that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements.

Any Overseas Shareholder who is in doubt about his position should consult his professional adviser in the relevant jurisdiction.

15.3 Copies of the Offer Document

Overseas Shareholders may obtain copies of this Offer Document, the FAA and/or the FAT and any related documents, during normal business hours and up to 5.30 p.m. on the Closing Date from, as the case may be, (i) the Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road #02-00, Singapore 068898 or (ii) CDP, 4 Shenton Way, #02-01, SGX Centre 2, Singapore 068807. Electronic copies of this Offer Document and the FAA and/or the FAT may also be obtained from SGXNET.

12 Alternatively, an Overseas Shareholder may, subject to compliance with applicable laws, write in to the Registrar at the aforementioned address to request for this Offer Document, the FAA and/or the FAT and any related document(s) to be sent to an address in Singapore by ordinary post at his own risk, provided always that the last date for despatch in respect of such request shall be a date falling three (3) Market Days prior to the Closing Date. It is the responsibility of any Overseas Shareholder who wishes to request for this Offer Document, the FAA and/or the FAT and any related documents to satisfy himself as to the full observance of the laws of the relevant jurisdiction in that connection, including the obtaining of any governmental or other consent which may be required, and compliance with all necessary formalities or legal requirements. In requesting for this Offer Document, the FAA and/or the FAT and any related documents, the Overseas Shareholder represents and warrants to the Offeror and DMG that he is in full observance of the laws of the relevant jurisdiction in that connection, and that he is in full compliance with all necessary formalities or legal requirements.

15.4 Notice

Each of the Offeror and DMG reserves the right to notify any matter, including the fact that the Offer has been made, to any or all Shareholders (including Overseas Shareholders) by announcement to the SGX-ST or paid advertisement in a daily newspaper published or circulated in Singapore, in which case, such notice shall be deemed to have been sufficiently given notwithstanding any failure by any Shareholder to receive or see such announcement or advertisement.

16. GENERAL INFORMATION

16.1 Valid Acceptances

Each of the Offeror and DMG reserves the right to treat acceptances as valid, if received by or on behalf of any of them at any place or places determined by them otherwise than as stated in this Offer Document or in the FAA and/or the FAT, as the case may be, or if made otherwise than in accordance with the provisions herein and the instructions printed on the FAA and/or the FAT.

16.2 Governing Law and Jurisdiction

The Offer, this Offer Document and the FAA and/or the FAT, and all acceptances of the Offer and all contracts made pursuant thereto and all actions taken, made or deemed to be taken or made thereunder shall be governed by, and construed in accordance with, the laws of Singapore. The Offeror and each Shareholder who has accepted the Offer submit to the non-exclusive jurisdiction of the Singapore courts.

16.3 No Third Party Rights

Unless expressly provided to the contrary in this Offer Document and the FAA and/or the FAT, a person who is not a party to any contracts made pursuant to the Offer, this Offer Document and the FAA and/or the FAT, has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts. Notwithstanding any term contained herein and in the FAA and/or the FAT, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable.

13 16.4 Independent Advice

DMG is acting for and on behalf of the Offeror and does not purport to advise Shareholders or any other person. In preparing their letter to Shareholders on behalf of the Offeror, DMG has not had regard to the general or specific investment objectives, tax position, risk profiles, financial situation or particular needs and constraints of any individual Shareholder. The directors of the Company who are considered independent for the purposes of the Offer (the “Independent Directors”) and the independent financial adviser to the Independent Directors on the Offer will despatch a circular to Shareholders setting out their views on the Offer in due course. Shareholders may wish to consider their advice before taking any action in relation to the Offer.

16.5 Accidental Omission

Accidental omission to despatch this Offer Document, the FAA and/or the FAT or any notice or announcement required to be given under the terms of the Offer, or any failure to receive the same by any person to whom the Offer is made or should be made, shall not invalidate the Offer in any way.

16.6 General Information

Appendix 6 to this Offer Document sets out certain additional general information relating to the Offer. Your attention is drawn to Appendices 1 to 7 which form part of this Offer Document.

17. DIRECTOR’S RESPONSIBILITY STATEMENT

The sole director of the Offeror (who may have delegated detailed supervision of this Offer Document) has taken all reasonable care to ensure that the facts stated and all opinions expressed in this Offer Document are fair and accurate and that no material facts have been omitted, and accepts responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources (including, without limitation, in relation to the Company), the sole responsibility of the director of the Offeror has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, reflected or reproduced in this Offer Document.

Issued by

DMG & Partners Securities Pte Ltd

For and on behalf of e2-Capital Inc.

Any inquiries relating to this Offer Document or the Offer should be directed to the following:

Brendan Goh Director, Corporate Finance Tel: (65) 6533 3697 Fax: (65) 6533 1306

14 APPENDIX 1

DETAILS OF THE OFFER

1. SETTLEMENT

Subject to the receipt by the Offeror from the accepting Shareholders of all relevant documents required by the Offeror which are complete in all respects and in accordance with the instructions given in this Offer Document and in the FAA and/or the FAT, as the case may be, and in the case of a Depositor, the receipt by the Offeror of confirmation satisfactory to it that the relevant number of Offer Shares tendered by the accepting Shareholders in acceptance of the Offer are standing to the credit of the “Free Balance” of their respective Securities Account at the relevant time(s), remittances in the form of S$ cheques for the appropriate amounts will be despatched, to the accepting Shareholders (or in the case of an accepting Shareholder holding share certificate(s) which is not deposited with CDP or his designated agent (if any)) by ordinary post and at the risk of the accepting Shareholders or by such other manner as the accepting Shareholders may have agreed with CDP for payment of any cash distributions as soon as practicable but in any event of acceptances which are complete and valid in all respects and are received before the Offer closes, within ten (10) days after the date of receipt of such valid acceptances, pursuant to Rule 30 of the Code.

2. ANNOUNCEMENTS

2.1 Timing and Contents

Pursuant to Rule 28.1 of the Code, by 8.00 a.m. on the Market Day (“Relevant Day”) immediately after the day on which the Offer is due to expire, or is revised or extended, the Offeror will announce and simultaneously inform the SGX-ST of the total number of Shares (as nearly as practicable):

(a) for which acceptances of the Offer have been received;

(b) held by the Offeror and any parties acting in concert with it before the Offer Period; and

(c) acquired or agreed to be acquired by the Offeror and any parties acting in concert with it during the Offer Period,

and will specify the percentages of the total number of issued Shares represented by such numbers.

2.2 Suspension

If the Offeror is unable, within the time limit, to comply with any of the requirements of Section 2.1 of this Appendix 1, SIC will consider requesting the SGX-ST to suspend dealings in the Shares until the relevant information is given.

2.3 Valid Acceptances of Offer Shares

Subject to paragraph 16.1 of the letter to Shareholders in this Offer Document, in computing the number of Offer Shares represented by acceptances, the Offeror will, at the time of making an announcement, take into account acceptances which are valid in all respects.

Acceptances of the Offer will only be treated as valid for the purposes of the acceptance condition if the relevant requirements of Note 2 on Rule 28.1 of the Code are met.

15 3. RIGHT OF WITHDRAWAL

Except as expressly provided in this Offer Document, acceptances of the Offer shall be irrevocable.

If the Offeror fails to comply with any of the requirements of Rule 28.1 of the Code by 3.30 p.m. on the Relevant Day, then immediately thereafter:

(a) Shareholders holding Offer Shares which are deposited with the CDP and accepting the Offer will be entitled to withdraw their acceptance by written notice to e2-Capital Inc., c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01 SGX Centre 2, Singapore 068807; and

(b) Shareholders holding Offer Shares which are not deposited with the CDP and accepting the Offer will be entitled to withdraw their acceptance by written notice to e2-Capital Inc., c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #02-00, Singapore 068898 (such notice of withdrawal shall be effective only when actually received by the Offeror).

Subject to Rule 22.9 of the Code, this right of withdrawal may be terminated not less than eight (8) days after the Relevant Day by the Offeror confirming (if that be the case) that the Offer is still unconditional and complying with Rule 28.1 of the Code.

16 APPENDIX 2

PROCEDURESFORACCEPTANCE

1. DEPOSITORS

1.1 Depositors whose Securities Account are credited with Offer Shares

If you have Offer Shares standing to the credit of your Securities Account, you should receive this Offer Document together with an FAA.

1.1.1 Acceptance

If you wish to accept the Offer, you should:

(a) complete the FAA in accordance with the terms of this Offer Document and the instructions printed on the FAA. In particular, you must state in PartAof Section A of the FAA the number of Offer Shares already standing to the credit of the “Free Balance” of your Securities Account in respect of which you wish to accept the Offer. Subject to Section 1.2 of this Appendix 2, if you:

(i) do not specify such number; or

(ii) specify a number which exceeds the number of Offer Shares standing to the credit of the “Free Balance” of your Securities Account as at 5.00 p.m. on the date of receipt of the FAA by CDP, for and on behalf of the Offeror (“Date of Receipt”) (or 5.30 p.m. if the Date of Receipt is on the Closing Date) (provided always that the Date of Receipt must fall on or before the Closing Date),

you shall be deemed to have accepted the Offer in respect of all the Offer Shares standing to the credit of the “Free Balance” of your Securities Account as at 5.00 p.m. on the Date of Receipt (or 5.30 p.m. on the Closing Date in the case where the Date of Receipt is on the Closing Date);

(b) sign the FAA in accordance with the terms of this Offer Document and the instructions printed on the FAA; and

(c) deliver the completed and original signed FAA:

(i) by hand to e2-Capital Inc., c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01, SGX Centre 2, Singapore 068807; or

(ii) by post, using the enclosed pre-addressed envelope at your own risk, to e2-Capital Inc., c/o The Central Depository (Pte) Limited, Robinson Road Post Office, P.O. Box 1984, Singapore 903934,

in each case so as to arrive not later than 5.30 p.m. on the Closing Date. If the completed and original signed FAA is delivered by post, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affix adequate postage on the said envelope if posting from outside of Singapore.

If you have sold or transferred all your Offer Shares held through CDP, you need not forward this Offer Document and the accompanying FAA to the purchaser or transferee, as CDP will, for and on behalf of the Offeror arrange for a separate Offer Document and FAA to be sent to the purchaser or transferee by ordinary post to their mailing address as recorded with CDP.

17 1.2 Depositors whose Securities Account will be Credited with Offer Shares

If you have purchased Offer Shares on the SGX-ST after the Despatch Date and such Offer Shares are in the process of being credited to the “Free Balance” of your Securities Account, you should also receive this Offer Document together with an FAA.

1.2.1 Acceptance

If you wish to accept the Offer, you should, AFTER the “Free Balance” of your Securities Account has been credited with such number of Offer Shares:

(a) complete and sign the FAAin accordance with the terms of this Offer Document and the instructions printed on the FAA; and

(b) deliver the completed and original signed FAA:

(i) byhandto e2-Capital Inc., c/o The Central Depository (Pte) Limited, 4 Shenton Way, #02-01, SGX Centre 2, Singapore 068807; or

(ii) by post, using the enclosed pre-addressed envelope at your own risk, to e2-Capital Inc., c/o The Central Depository (Pte) Limited, Robinson Road Post Office, P.O. Box 1984, Singapore 903934,

in each case so as to arrive not later than 5.30 p.m. on the Closing Date. If the completed and original signed FAA is delivered by post, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affix adequate postage on the said envelope if you are posting from outside of Singapore.

1.2.2 Rejection

If upon receipt by CDP for and on behalf of the Offeror of the duly completed and original signed FAA, it is established that such Offer Shares have not been, or will not be, credited to the “Free Balance” of your Securities Account (for example, where you sell or have sold such Offer Shares), your acceptance is liable to be rejected and neither CDP, DMG nor the Offeror (for the avoidance of doubt, any of the Offeror’s related entities) accept any responsibility or liability for such a rejection, including the consequences of such a rejection.

If you purchase Offer Shares on the SGX-ST on a date close to the Closing Date, your acceptance in respect of such Offer Shares will be rejected if the “Free Balance” of your Securities Account is not credited with such Offer Shares by 5.00 p.m. on the Date of Receipt or by 5.30 p.m. on the Closing Date (if the FAA is received by CDP on the Closing Date). Neither CDP, DMG nor the Offeror (for the avoidance of doubt, any of the Offeror’s related entities) accept any responsibility or liability for such a rejection, including the consequences thereof.

1.3 Depositors whose Securities Account are and will be credited with Offer Shares

If you have Offer Shares credited to the “Free Balance” of your Securities Account, and have purchased additional Offer Shares on the SGX-ST which are in the process of being credited to the “Free Balance” of your Securities Account, you may accept the Offer in respect of the Offer Shares already standing to the credit of the “Free Balance” of your Securities Account but in respect of the additional Offer Shares purchased which are in the process of being credited to your Securities Account, you may accept the Offer in respect of such additional Offer Shares only AFTER the “Free Balance” of your Securities Account has been credited with such number of Offer Shares. The provisions set out above shall apply mutatis mutandis to your acceptance of the Offer in respect of such additional Offer Shares.

18 1.4 Acceptance via SGX-SSH service

Depository Agents may accept the Offer via the SGX-SSH service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has been authorized by the Offeror to receive acceptances on its behalf. Such acceptances will be deemed irrevocable and subject to each of the terms and conditions contained in the Offer Document and the FAA as if the FAA had been properly completed in all respects, originally signed and delivered to CDP.

1.5 General

All communications, notices, documents and remittances to be delivered or sent to you will be sent by ordinary post at your own risk to your mailing address as recorded with CDP. No acknowledgements will be given for all submissions made. For reasons of confidentiality, CDP will not entertain telephone enquiries relating to the number of Offer Shares credited to your Securities Account. You can verify such number (i) online if you have registered for the CDP Internet Access Service, or (ii) CDP Phone Service if you have a T-PIN.

1.6 Suspense Account

Upon receipt of the original signed FAA (and any other relevant documents, as required) which is complete and valid in all respects, CDP will transfer the Offer Shares in respect of which you have accepted the Offer from the “Free Balance” of your Securities Account to a “Suspense Account”. Such Offer Shares will be held in the “Suspense Account” until the consideration for such Offer Shares has been despatched to you.

1.7 Notification

CDP will send you a notification letter stating the number of Offer Shares debited from your Securities Account together with payment of the Offer Price by way of a cheque in Singapore currency drawn on a bank in Singapore for the appropriate amount and sent by ordinary post (at your own risk) to your mailing address as recorded with CDP, or in such other manner as you may have agreed with CDP for the payment of any cash distributions.

1.8 No Securities Account

If you do not have any existing Securities Account in your own name at the time of acceptance of the Offer, your acceptance as contained in the FAA will be rejected.

2. SCRIP SHAREHOLDERS

2.1 Shareholders whose Shares are not deposited with CDP

If you hold Offer Shares which are not deposited with CDP (“in scrip form”), you should receive this Offer Document together with an FAT.

2.1.1 Acceptance

If you wish to accept the Offer, you should:

(a) complete the FAT in accordance with the terms of this Offer Document and the instructions printed on the FAT. In particular, you must state in Part (A) of the FAT the number of Offer Shares in respect of which you wish to accept the Offer and state in Part (B) the share certificate number(s) of the relevant share certificate(s). If you:

19 (i) do not specify a number in Part (A); or

(ii) specify a number in Part (A) which exceeds the number of Offer Shares represented by the attached share certificate(s),

you shall be deemed to have accepted the Offer in respect of all the Offer Shares represented by the share certificate(s) accompanying the FAT;

(b) sign the FAT in accordance with this Offer Document and the instructions printed on the FAT, and deliver:

(i) the completed and signed FAT in its entirety (no part may be detached or otherwise mutilated);

(ii) the share certificate(s), other document(s) of title and/or any other relevant document(s) required by the Offeror relating to the Offer Shares in respect of which you wish to accept the Offer. If you are recorded in the Register as holding Offer Shares but do not have the relevant share certificate(s) relating to such Offer Shares, you, at your own risk, are required to procure the Company to issue such share certificate(s) in accordance with the Memorandum and Articles of Association of the Company and then deliver such share certificate(s) in accordance with the procedures set out in this Offer Document; and

(iii) where such Offer Shares are not registered in your name, a transfer form, duly executed by the person in whose name such shares certificate(s) is/are registered and stamped, with the particulars of the transferee left blank (to be completed by the Offeror or a person authorised by it),

either by hand to e2-Capital Inc., c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #02-00, Singapore 068898 or by post, in the enclosed pre-addressed envelope at your own risk, to e2-Capital Inc., c/o Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.), 80 Robinson Road #02-00, Singapore 068898, in either case so as to arrive not later than 5.30 p.m. on the Closing Date. If the completed and signed FAT is delivered by post to the Offeror, please use the enclosed pre-addressed envelope which is pre-paid for posting in Singapore only. It is your responsibility to affix adequate postage on the said envelope if you are posting outside of Singapore.

If your share certificate(s), transfer form(s) and/or any other relevant document(s) required by the Offeror, is/are not readily available or is/are lost, please contact Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 80 Robinson Road #02-00, Singapore 068898.

2.1.2 Receipt

No acknowledgement of receipt of any FAT, share certificate(s), other document(s) of title, transfer form(s) and/or any other document(s) will be given by the Offeror or the Registrar.

3. GENERAL

3.1 Disclaimer

The Offeror, DMG, CDP and/or the Registrar (as the case may be) will be authorized and entitled, at their sole and absolute discretion, to reject any acceptances which are not entirely in order or which do not comply with the terms of this Offer Document and the instructions

20 printed on the FAA and/or the FAT or which are otherwise incomplete, incorrect, unsigned, non-originally signed or invalid in any respect. If you wish to accept the Offer, it is your responsibility to ensure that the FAA and/or FAT, as the case may be, is/are properly completed in all respects, originally signed and all required supporting documents, where applicable, are provided. Any decision to reject any acceptance will be final and binding and neither the Offeror, DMG, CDP nor the Registrar accept any responsibility or liability in relation to such a decision, including the consequences thereof.

3.2 Discretion

Each of the Offeror and DMG reserves the right to treat acceptances of the Offer as valid if received by or on behalf of either of them at any place(s) determined by them otherwise than as stated in this Offer Document or in the FAA and/or FAT, as the case may be, or if made otherwise than in accordance with the terms of this Offer Document and in the FAA and/or the FAT, as the case may be.

3.3 Scrip and Scripless Offer Shares

If you hold some Offer Shares in scrip form and some Offer Shares with CDP, you should complete and sign the FAT for the former and the FAA for the latter in accordance with the respective procedures set out in this Appendix 2 if you wish to accept the Offer in respect of all such Offer Shares.

3.4 Deposit Time

If you hold Offer Shares in scrip form and wish to accept the Offer, you should not deposit your share certificate(s) with CDP on or after the Despatch Date as the Offer Shares may not be credited into your Securities Account in time for you to accept the Offer. If you wish to accept the Offer in respect of such Offer Shares in scrip form, you should complete, sign the FAT and follow the procedures set out in Section 2 of this Appendix 2.

3.5 Acceptances received on Saturday, Sunday or public holiday

Acceptances in the form of the FAA and/or FAT received by CDP and/or the Registrar on a Saturday, Sunday or public holiday will only be processed and validated on the next business day.

3.6 Evidence of Title

Delivery of the duly completed and original signed FAT and/or FAA (as the case may be) to CDP and/or the Registrar and/or the Offeror, as the case may be, shall be conclusive evidence in favour of CDP and/or the Registrar and/or the Offeror of the right and title of the person signing it to deal with the same and with the Offer Shares to which it relates.

3.7 Correspondences

All communications, notices, documents and remittances to be delivered or sent to you (or your designated agent or, in the case of joint accepting Shareholders who have not designated any agent, to the one first named in the Register) will be sent by ordinary post to your respective mailing addresses as recorded with CDP or the Registrar, as the case may be, at the risk of the person entitled thereto (or for the purposes of remittances only, to such different names and addresses as may be specified by you in the FAT at your own risk).

21 APPENDIX 3

ADDITIONALINFORMATIONONTHEOFFEROR

1. DIRECTOR

The name, address and description of the sole director of the Offeror as at the Latest Practicable Date are as follows:

Name Address Description Dato’WongSinJust Room1005,10/F,SBICentre, Director 54-58 Des Voeux Road, Central Hong Kong

2. SHARE CAPITAL

As at the Latest Practicable Date, the Offeror has an authorized capital of US$50,000.00 divided into 50,000 shares of US$1.00 each.

3. FINANCIAL SUMMARY

3.1 Income Statements

The audited income statements of the Offeror for FY2011, FY2010 and FY2009 are summarised below.

The summary is extracted from, and should be read in conjunction with, the audited income statements of the Offeror for FY2011, FY2010 and FY2009 and the related notes thereto, copies of which are available for inspection as mentioned in Section 5 of Appendix 6 to this Offer Document.

FY2011 FY2010 FY2009 HK$’000 HK$’000 HK$’000 (Audited) (Audited) (Audited) TotalRevenues 1,155 1,191 5,867 Exceptionalitems — — — NetProfit/Lossbeforetax 1,136 877 106,509 NetProfit/Lossaftertax 1,085 877 106,509 Minorityinterests — — — Netearningspershare(HK$) 226 182 22,189 Netdividendspershare — — —

22 3.2 Statement of Assets and Liabilities

A summary of the balance sheet of the Offeror as at 31 March 2011 based on its audited accounts for FY2011 is set out below.

As at 31 March 2011 HK$’000 Non-Current Assets 71,138 Current Assets 177,137 Total Assets 248,275 Current Liabilities 25 Total Liabilities 25 Total Equity 248,249 Total Liabilities and Equity 248,274

The summary of the balance sheet of the Offeror as at 31 March 2011 should be read in conjunction with the audited accounts of the Offeror for FY2011 and the related notes thereto, a copy of which is available for inspection as mentioned in Section 5 of Appendix 6 to this Offer Document.

4. MATERIAL CHANGES IN FINANCIAL POSITION

Save as disclosed in this Offer Document and save for the making and financing of the Offer, as at the Latest Practicable Date, to the knowledge of the Offeror, there has been no material change in the financial position of the Offeror since 31 March 2011, being the date to which the audited accounts of the Offeror for FY2011 is made up to.

5. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Offeror which are of major relevance for the interpretation of the audited consolidated financial statements of the Offeror for FY2011, FY2010 and FY2009 are set out in Appendix 7 to this Offer Document.

6. CHANGES IN ACCOUNTING POLICIES

As at the Latest Practicable Date, there has been no change in the accounting policies of the Offeror since the date of its audited financial statements for FY2011, FY2010 and FY2009 which will cause the figures set out in Section 3 of this Appendix 3 to not be comparable to a material extent.

7. REGISTERED OFFICE

The registered office of the Offeror is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

23 APPENDIX 4

ADDITIONAL INFORMATION ON THE COMPANY

1. DIRECTORS

Based on the electronic instant information search results from ACRA in respect of the Company on the Latest Practicable Date and the Annual Report of the Company for the financial year ended 30 June 2011, the names, addresses and descriptions of the directors of the Company are as follows:

Name Address Description LoFaiWah,Larry FlatD,10/F.,Block11, Executive Director Parc Oasis, Yau Yat Chuen, Kowloon, Hong Kong Chu Tak Shun, Henry Flat B, 6/F Kwun Tien Mansion, Executive Director No. 18A, Taikoo Shing Road, Quarry Bay, Hong Kong Dato’ Wong Sin Just Room 1005, 10/F, SBI Centre, Non-Executive Chairman 54-58 Des Voeux Road, Central, Hong Kong HuoLing UnitA2,32/F.,UnitedCentre, Independent Director 95 Queensway, Hong Kong Yu Chung Hang, Lucian Flat No. 75, 6/F., Tower 13, Independent Director Hong Kong, Parkview, No. 88 Tai Tam Reservoir Road, Hong Kong LamKin,Lionel FlatB,1stFloor,20SalleRoad, Independent Director Kowloon Tong, Hong Kong LeeGeeAik 78CashewCrescent, Independent Director Singapore 679820 Dr Lo Wing Yan, William, Flat 26B, Highcliff, 41D Stubbs Independent Director J.P. Road, Hong Kong

2. SHARE CAPITAL

As at the Latest Practicable Date, based on the information provided in the electronic instant information search results from ACRA in respect of the Company on the Latest Practicable Date, the Company has 280,000,000 Shares in issue and an issued paid-up capital of approximately S$44,419,963.63.

3. MATERIAL CHANGES IN FINANCIAL POSITION

Save for the information of the Company which is publicly available on the website of the SGX-ST, there have been, to the knowledge of the Offeror, no material changes in the financial position or prospects of the Company since the date of the last balance sheet laid before the Company in general meeting.

4. REGISTERED OFFICE

As at the Latest Practicable Date, based on information provided by the Company to the Offeror, the registered office of the Company is at 36 Robinson Road, #17-01, City House, Singapore 068877.

24 APPENDIX 5

DISCLOSURESOFHOLDINGSANDDEALINGSINSHARES

The details of the number of Shares owned or controlled by the Offeror, the sole director of the Offeror and parties acting in concert with the Offeror as at the Latest Practicable Date are as follows:

Number of Shares Direct Deemed interest %(1) interest %(1) e2-CapitalInc. 164,500,000 58.75 — — Dato’ Wong Sin Just(2) — — 164,500,000 58.75 Yu Kam Kee(3) 70,500,000 25.18 — — Yu Kam Yuen Lincoln(4) 783,000 0.28 — —

(1) Based on 280,000,000 Shares in issue as reflected in the electronic instant information search results from ACRA in respect of the Company on the Latest Practicable Date. (2) Dato’ Wong Sin Just is deemed interested in the Shares held by e2-Capital Inc. as he is the sole shareholder and director of e2-Capital Inc.

(3) Yu Kam Kee owns 100% of Wise Fast Investments Limited, which in turn holds approximately 78.57% of the shares in the capital of SBI Travel Limited, and e2-Capital Inc. owns the remaining 21.43% of the shares in the capital of SBI Travel Limited. Prior to the Transfer, SBI Travel Limited held 164,500,000 Shares through its nominee, DMG. (4) Yu Kam Yuen Lincoln is a close relative of Yu Kam Kee as defined in the Code.

25 APPENDIX 6

GENERAL INFORMATION

1. DISCLOSURE OF INTERESTS

1.1 No Agreement having any Connection with or Dependence upon Offer

As at the Latest Practicable Date, save as disclosed in this Offer Document, there is no agreement, arrangement or understanding between (a) the Offeror or any of the parties acting in concert with it, and (b) any of the current or recent directors of the Company or any of the current or recent shareholders of the Company having any connection with or dependence upon the Offer.

1.2 Transfer of Offer Shares

As at the Latest Practicable Date, there is no agreement, arrangement or understanding whereby any Offer Shares acquired pursuant to the Offer will be transferred to any other person. However, the Offeror reserves the right to transfer any of the Offer Shares acquired pursuant to the Offer to any of its related corporations (as defined in the Companies Act) or for the purpose of granting security in favour of financial institutions which have extended credit facilities to it.

1.3 No Payment or Benefit to Company’s Directors

As at the Latest Practicable Date, to the knowledge of the Offeror, there is no agreement, arrangement or understanding for any payment or other benefit to be made or given to any director of the Company or any of its related corporations (as defined in the Companies Act) as compensation for loss of office or otherwise in connection with the Offer.

1.4 No Agreement Conditional upon Outcome of Offer

As at the Latest Practicable Date, save as disclosed in this Offer Document, there is no agreement, arrangement or understanding between (a) the Offeror and (b) any of the directors of the Company or any other person in connection with or conditional upon the outcome of the Offer or otherwise connected with the Offer.

1.5 Transfer Restrictions

The Memorandum and Articles of Association of the Company do not contain any restrictions on the right to transfer the Offer Shares.

1.6 No Indemnity and Other Arrangements

To the best knowledge of the Offeror, as at the Latest Practicable Date, neither the Offeror nor any of the parties acting in concert with it have entered into any arrangement with any person of the kind referred to in Note 7 of Rule 12 of the Code, including indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to the Shares which may be an inducement to deal or refrain from dealing in the Shares.

26 2. NO MATERIAL CHANGE IN PUBLISHED INFORMATION

Save as disclosed in this Offer Document or otherwise publicly disclosed, there has been no material change in any information previously published by or on behalf of the Offeror in connection with the Offer during the period commencing from the Offer Announcement Date up to the Latest Practicable Date.

3. GENERAL

3.1 Costs and Expenses

All costs and expenses of or incidental to the Offer including the preparation and circulation of this Offer Document, the FAA and the FAT (other than professional fees and other costs incurred or to be incurred by the Company relating to the Offer), and stamp duties and transfer fees resulting from acceptances of the Offer will be paid by the Offeror.

3.2 Consent

DMG, the financial adviser to the Offeror in connection with the Offer, has given and has not withdrawn its written consent to the issue of this Offer Document with the inclusion of its name and all references to its name in the form and context in which it appears in this Offer Document.

4. MARKET QUOTATIONS

4.1 Closing Prices

The following table sets out the closing prices of the Shares on the SGX-ST (as reported by Bloomberg L.P.), (i) on 2 February 2012 (being the last date on which the Shares were traded prior to the Latest Practicable Date1), (ii) on the last date on which the Shares were traded prior to the Offer Announcement Date, and (iii) on a monthly basis from July 2011 to January 2012 (being the end of each of the six (6) calendar months preceding the Offer Announcement Date or the last date on which the Shares were traded prior to the end of the relevant calendar month), as well as the corresponding discount represented by the Offer Price of S$0.089.

Discount represented by the Offer Price Closing price of S$0.089 (S$) (%) 2 February 2012 (being the last date on which 0.116 23.28 the Shares were traded prior to the Latest Practicable Date)1 28 December 2011 0.115 22.61 (the last date on which the Shares were traded prior to the Offer Announcement Date) December 2011 0.115 22.61 November 2011 0.126 29.37 October 2011 0.126 29.37 September 2011 0.130 31.54 August 2011 0.136 34.56 July 2011 0.130 31.54

1 There were no trades done on the Latest Practicable Date.

27 4.2 Highest and Lowest Prices

The highest and lowest closing prices of the Shares on the SGX-ST (as reported by Bloomberg L.P.) during the period commencing six (6) months prior to 25 January 2012 (being the Offer Announcement Date) and ending on the Latest Practicable Date, and the corresponding discount represented by the Offer Price of S$0.089 are as follows:

Discount represented by the Offer Date(s) of the Price of Price relevant S$0.089 (S$) transaction (%) Highestclosingprice 0.136 31August2011 34.56 Lowestclosingprice 0.115 30January2012 22.61 27 January 2012 28 December 2011

5. DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the office of DMG at 10 Collyer Quay, #09-08, Ocean Financial Centre, Singapore 049315, during normal business hours for the period during which the Offer remains open for acceptance:

(a) the Offer Announcement;

(b) the letter of consent of DMG referred to in Section 3.2 of this Appendix 6;

(c) the audited report and financial statement of the Offeror for FY2011;

(d) the audited report and financial statement of the Offeror for FY2010; and

(e) the audited report and financial statement of the Offeror for FY2009.

28 APPENDIX 7

SIGNIFICANTACCOUNTINGPOLICIESOFTHEOFFEROR

All capitalised terms defined herein shall have the same meanings ascribed to them thereto in the audited report and financial statement of the Offeror for FY2011.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the company have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants. The financial statements have been prepared under historical cost except for financial instruments that are measured at fair values, as explained in the accounting policies below.

The preparation of financial statements in conformity of with HKFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed as below.

(a) Revenue recognition

Revenue is recognized when it is probable that the economic benefits will flow to the company and when the revenue can be measured reliably, on the following bases:–

(i) Dividend income

Dividend income shall be recognised when the shareholder’s right to receive payment is established.

(ii) Interest income

Interest income from bank deposits and loan receivables is accrued on a time-apportioned basis on the principal outstanding and at the rate applicable.

(b) Income tax

Income tax comprises current tax and movement in deferred tax assets and liabilities. Income tax is recognised in the statement of comprehensive income or in other comprehensive income, if it relates to items that are recognised in the same or a different year directly in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Tax rates enacted or substantively enacted at the end of the reporting period are used to determine deferred tax. Deferred tax assets also arise from unused tax losses and unused tax credit.

Deferred tax liabilities are provided in full on all taxable temporary differences while deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are not discounted.

29 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(c) Subsidiaries

Subsidiaries are companies in which the company, directly or indirectly, holds more than half of the issued share capital, or controls more than half the voting power, or controls the composition of the board of directors. Subsidiaries are considered to be controlled if the company has the power, directly or indirectly, to govern the financial and operating policies, so as to obtain benefits from their activities. Investments in subsidiary companies are stated at cost less impairment losses, if any. Results of subsidiary companies are accounted for by the company on the basis of dividends received and receivable.

(d) Intangible assets

Intangible assets acquired by the company are stated in the statement of financial position at cost less any accumulated amortisation and impairment losses.

Intangible assets with an indefinite useful life shall not be amortised.

(e) Financial instrument

Financial assets and financial liabilities are recognized on the statement of financial position. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the statement of comprehensive income.

Financial assets

The company’s financial assets are classified as loans and receivables, and available- for-sale investments. The accounting policies adopted in respect of each category of financial assets are set out below.

Loans and receivables

Loan and receivables are non-derivative financial assets with fixed determinable payments that are not quoted in an active market. At the end of each reporting period subsequent to initial recognition, loans and receivables (including other receivable, due from directors and cash and bank balances) are carried at amortized cost using the effective interest method, less any identified impairment losses. An impairment loss is recognized in the statement of comprehensive income when there is objective evidence that the asset is impaired, and is measured as the difference between the assets’ carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate. Impairment losses are reversed in subsequent periods when an increase in the assets’ recoverable amount can be related objectively to an event occurring after the impairment was recognized, subject to a restriction that the carrying amount of the assets at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

30 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(e) Financial instrument (Cont’d)

Available-for-sale investments

Available-for-sale investments are those non-derivative investments in listed and unlisted equity securities that are designated as available-for-sale or are not classified in any of the other categories. After initial recognition, available-for-sale investments are measured at fair value, with gains or losses recognized in other comprehensive income until the investments are derecognized or until the investments are determined to be impaired, at which time the cumulative gain or loss previously reported in other comprehensive income reclassified to the statement of comprehensive income. Losses arising from impairment of such investment are recognized in the statement of comprehensive income and are transferred from the available-for-sale investment revaluation reserve.

Financial liabilities and equity

Financial liabilities and equity are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. The accounting policies adopted in respect of financial liabilities and equity instruments are set out below.

Financial liabilities

Financial liabilities including accruals and other payables are subsequently measured at amortized cost, using the effective interest rate method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Derecognition

Financial assets are derecognized when the rights to receive cash flows from the assets expire or, the financial assets are transferred substantially all the risks and reward of ownership of the financial assets. On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received is recognized in the statement of comprehensive income.

(f) Impairment of assets

An assessment is made at each reporting period of whether there is any indication of impairment of any asset, or whether there is any indication that an impairment loss previously recognized for an asset in prior years may no longer exist or may have decreased. If any such indication exists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated as the higher of the asset’s value in use or its net selling price.

An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable amount. An impairment loss is charged to the statement of comprehensive income in the year in which it arises, unless the asset is carried at a revalued amount, when the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

31 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(f) Impairment of assets (Cont’d)

A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount of an asset, however not to an amount higher than the carrying amount that would have been determined (net of any depreciation/ amortization), had no impairment loss been recognized for the asset in prior years.

A reversal of an impairment loss is credited to the statement of comprehensive income in the year in which it arises, unless the asset is carried at a revalued amount, when the reversal of the impairment loss is accounted for in accordance with the relevant accounting policy for that revalued asset.

(g) Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank, demand deposits, and short term highly liquid investments which are readily convertible into known amounts of cash, and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts, which are repayable on demand and form an integral part of the Company’s cash management.

For the purpose of the balance sheet, cash and cash equivalents comprise cash on hand and at banks, including term deposits, which are not restricted as to use.

(h) Foreign currency translation

Transactions in foreign currencies are translated into Hong Kong dollars at the approximate rates of exchange ruling on the transaction dates. Monetary assets and liabilities in foreign currencies are translated at the rates ruling at the end of the reporting period. Profits and losses resulting from this translation policy are included in the statement of comprehensive income.

(i) Related parties

A party is related to the Company if:

(a) Directly or indirectly through one or more intermediaries the party controls is controlled by, or is under common control with, the Company, or has an interest in the Company that gives it significant influence over the Company, or has joint control over the Company.

(b) The party is an associate of the Company.

(c) The party is a joint venture in which the Company is a venture.

(d) The party is a member of the key management personnel of the Company.

(e) The party is a close member of the family of any individual referred to in (a) or (d).

(f) The party is an entity that is controlled, jointly controlled, jointly controlled or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or (e); or

(g) The party is a post-employment benefit plan for the benefit of employees of the Company, or of any entity that is a related party of the Company.

32 2. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Fair value of financial instruments

In determining the fair value of financial instruments, the directors of the Company use their judgment in selecting an appropriate valuation technique for financial instruments not quoted in an active market. Valuation techniques commonly used by market practitioners are applied. Other financial instruments are valued using a discounted cash flow analysis based on assumptions supported, where possible, by observable market prices or rates. The estimation of fair value of unlisted debt and equity available-for-sale investments includes some assumptions not supported by observable market prices or rates.

(b) Impairment of loan receivables

In determining whether there is objective evidence of impairment loss, the Company takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). Where the actual future cash flows are less than expected, a material impairment loss may arise. As at 31 March 2011, the carrying amounts of loans receivable are HK$89,869,482.87 (2010: HK$89,849,784.44).

33 TOPPAN VITE PTE. LTD. SCR1201017