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MATEX INTERNATIONAL LIMITED

(the “Company”) (Incorporated in the Republic of Singapore)

(Company Registration Number: 198904222M)

(1) PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF

BLACKGOLD HOLDINGS HONGKONG LIMITED; AND

(2) PROPOSED DISPOSAL OF THE COMPANY’S EXISTING BUSINESS

All capitalised terms used and not otherwise defined herein shall have the same meaning ascribed to

them in the HOA Announcements.

1. INTRODUCTION

1.1 The board of directors (the “Board” or “Directors”) of the Company (together with its

subsidiaries, the “Group”) refers to the announcement dated 30 December 2014 wherein the

Company announced that it had entered into a legally binding Heads of Agreement dated 30

December 2014 with Blackgold International Holdings Limited (the “Vendor”, together with the

Company, the “Parties”), a company listed on the Australian Securities Exchange (“ASX”), in

relation to the proposed acquisition of the entire issued and paid-up share capital of Blackgold

Holdings HongKong Limited (the “Target”) (the “Proposed Acquisition”), and the

subsequent announcement on 15 March 2015 in relation to the extension of the Long Stop

Date for the Parties to, inter alia, enter into the Definitive Agreements, to 31 March 2015

(collectively, the “HOA Announcements”).

1.2 Further to the HOA Announcements, the Board is pleased to announce that:

(a) the Company has on 31 March 2015 entered into a conditional sale and purchase

agreement with the Vendor in respect of the Proposed Acquisition (“Acquisition

SPA”); and

(b) the Company has on 31 March 2015 entered into a conditional sale and purchase

agreement with M Global Limited, a company incorporated under the laws of the

Cayman Islands (the “SPV”) for the proposed disposal of the Company’s subsidiaries,

associated companies, business, assets and liabilities of any kind, existing as at the

date of the sale and purchase agreement and on or prior to Disposal Completion

Date (as defined in paragraph 4.4.5) (the “Proposed Disposal”) (“Disposal SPA”).

1.3 The Proposed Acquisition constitutes a “Very Substantial Acquisition” or “Reverse Takeover”

transaction as defined under Chapter 10 of the Singapore Exchange Securities Trading

Limited (the “SGX-ST”) Listing Manual (the “Listing Manual”) and will be subject to, inter alia,

the approval of the shareholders of the Company (the “Shareholders”) at an extraordinary

general meeting to be convened (the “EGM”).

1.4 The Proposed Disposal is undertaken in connection with the Proposed Acquisition, and

constitutes (i) an “Interested Person Transaction” as defined under Chapter 9 of the Listing

Manual; and (ii) a “Major Transaction” as defined under Chapter 10 of the Listing Manual, and

is also subject to the approval of the Shareholders at the EGM.

1.5 In connection with the above, the Company may apply to the SGX-ST for the transfer of the

listing and quotation of the ordinary shares of the Company (“Shares”) from the Mainboard to

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Catalist of the SGX-ST in accordance with the applicable rules of the SGX-ST Listing Manual

Section B: Rules of Catalist (“Catalist Rules”).

1.6 Shareholders and potential investors are advised to read this announcement and any further

announcements by the Company carefully.

2. THE PROPOSED ACQUISITION

2.1 Information on the Vendor

The Vendor was incorporated under the laws of Australia and is listed on the ASX. The

Vendor, its subsidiaries and associated company are principally engaged in coal mining and

coal trading, with operations primarily based in Chongqing, the People’s Republic of China

(“PRC”).

2.2 Information on the Target and the Target Group

The Target is a wholly-owned subsidiary of the Vendor incorporated under the laws of Hong

Kong SAR.

The Target, its subsidiaries and its associated company (the “Target Group” and each a

“Target Group Company”) are in the business of coal mining and coal trading.

The Target Group owns and is operating and/or developing four (4) underground thermal coal

mines situated in Chongqing, the PRC, comprising:

(a) the Caotang Mine in Fengjie County, Chongqing;

(b) the Heiwan Mine in Fengjie County, Chongqing;

(c) the Baolong Mine in Wushan County, Chongqing; and

(d) the Changhong Mine in the area bordering Xishui County, Guizhou and Qijiang

County, Chongqing,

(collectively, the “Target Mines”).

Based on a report dated 16 April 2014 issued by Behre Dolbear Asia, Inc., the Target Mines

have a combined Joint Ore Reserves Committee (JORC) Code compliant “Proved and

Probable Reserves” of 100.7 million tonnes, and “Measured and Indicated Resources” of

140.43 million tonnes as at 1 November 2013.

A diagrammatic representation of the Target Group as at the date of this Announcement is set

out in Appendix A of this Announcement.

2.3 Financial Information of the Target Group

Please refer to Appendix C of this Announcement for, inter alia, a summary of the unaudited

consolidated financial statements of the Target Group for the last three (3) financial years

ended 31 October 2012, 31 October 2013, and 31 October 2014.

2.4 Rationale for the Proposed Acquisition

(a) While the Group returned to profitability in the financial years ended 31 December

2013 and 31 December 2014, the Board expects the business of the Group, being the

manufacturing, formulating and sale of specialty chemicals focusing on dyestuff and

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auxiliaries for the textile industry, to remain competitive and challenging in the near

future in light of, inter alia, rising operational costs.

(b) The Board expects demand for energy to increase in tandem with the continuation of

economic development in the PRC. The Proposed Acquisition will provide an

opportunity for the Group to venture into the energy sector, and participate in coal

mining and trading in the PRC, for the benefit of the Company and its Shareholders.

(c) The Proposed Acquisition, if completed, will also result in an increase in the

Company’s market capitalisation, which will potentially widen its investor base and

may lead to an overall increase in investors’ interest and trading liquidity of the

Shares.

2.5 Principal Terms of the Acquisition SPA

2.5.1 Acquisition Consideration

The consideration for the Proposed Acquisition is S$475 million (“Acquisition

Consideration”).

The Acquisition Consideration was arrived at on a willing buyer, willing seller basis, taking into

account information exchanged between the Company and Vendor prior to the date of the

Acquisition SPA, including, in particular, that the Target Group would be valued at not less than

S$500 million by the Valuer in the Valuation Report (as defined in paragraph 2.5.6).

The Acquisition Consideration may be adjusted. If the Valuation Report states that the

Target Group is valued at less than S$500 million, the Acquisition Consideration shall be

reduced on a proportionate basis. For example, if the Valuation Report states that the Target

Group is valued at S$475 million, being 95% of S$500 million, the Acquisition Consideration

shall accordingly be adjusted to 95%, i.e. S$451.25 million. Notwithstanding the foregoing, if the

Valuation Report states that the Target Group is valued at or less than S$425 million, the

Company may terminate the Acquisition SPA with written notice to the Vendor, whereupon

neither the Company nor the Vendor shall have any claim against the other, save that either the

Company or the Vendor may pursue any claim against the other arising from any antecedent

breach of the Acquisition SPA.

The Acquisition Consideration shall be satisfied by the Company on the completion of the

Proposed Acquisition (“Acquisition Completion”) by:

(a) the payment of S$25 million in cash (“Cash Component”); and

(b) subject to any adjustment in the Acquisition Consideration, the issue and allotment of

such number of new Shares based on an aggregate issue price of consideration

shares of S$450 million (“Consideration Shares”).

2.5.2 Consideration Shares

The Consideration Shares shall be issued and allotted on Acquisition Completion as follows:

(a) approximately 69% of the aggregate number of Consideration Shares to the Vendor

or its nominee. Please refer to paragraph 3 on the Proposed Distribution for more

information;

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(b) approximately 25% of the aggregate number of Consideration Shares to LionHeart

Holding Group Corp (“LionHeart”), as directed by the Vendor; and

(c) approximately 6% of the aggregate number of Consideration Shares to Portman

Capital Development Limited (“Portman”), as directed by the Vendor.

LionHeart is a wholly-owned subsidiary of Vibrant Group Limited (“Vibrant”), which is listed on

the Mainboard of the SGX-ST. Vibrant has an indirect equity interest in approximately 5.82%

of the total issued share capital of the Vendor, based on Vibrant’s announcement dated

18 November 2014. Portman is a consultant engaged by the Vendor, as stated in the

Vendor’s announcement dated 19 November 2014.

To the best of the Company’s knowledge, Vibrant, LionHeart and Portman are, save as

disclosed in this Announcement, unrelated to any of the Directors or substantial shareholders

of the Company.

2.5.3 Source of Funds for the Proposed Acquisition

The Company intends to fund the Cash Component through the proceeds received from the

Proposed Disposal and/or through funds raised from the placement(s) of new Shares

(“Mandate Placement(s)”) to be undertaken at such time to be determined by the Board.

Further updates on the Mandate Placement(s), if undertaken, will be provided as and when

there are material developments.

2.5.4 Adviser Shares

In connection with the Proposed Acquisition, the Company shall, upon Acquisition Completion

and completion of the Proposed Disposal (“Disposal Completion”), allot and issue:

(a) such number of new Shares constituting approximately 5% of the Company’s

Enlarged Share Capital (as defined below) (“Merlion Shares”) to Merlion Capital Pte.

Ltd. (“Merlion”) or its nominee;

(b) such number of new Shares constituting approximately 0.285% of the Company’s

Enlarged Share Capital (as defined below) (“Canaccord Shares”) to Canaccord

Genuity Singapore Pte. Ltd. (“Canaccord”); and

(c) such number of new Shares representing an aggregate issue price of S$3 million

(“Daiwa Shares”) to Daiwa Capital Markets Singapore Limited (“Daiwa”),

(collectively, the “Adviser Shares”).

“Enlarged Share Capital” means the Company’s enlarged share capital after (i) completion

of the Mandate Placement(s) (if any), (ii) completion of the Proposed Share Consolidation (as

defined in paragraph 2.6), and (iii) the allotment and issue of all of the Consideration Shares

and Adviser Shares (but not the Shares issued pursuant to the Proposed Compliance

Placement (as defined in paragraph 2.7), if any).

The Merlion Shares are issued to Merlion as payment for consultancy services, comprising,

inter alia, identifying suitable businesses and/or assets for acquisition by the Company and

assisting in negotiations between the Company and the Vendor. The Canaccord Shares are

issued to Canaccord as payment for services in relation to its appointment as the Company’s

financial adviser. The Daiwa Shares are issued to Daiwa as payment for services in relation to

its appointment as the Vendor’s financial adviser.

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To the best of the Company’s knowledge, Merlion, Daiwa and Canaccord are unrelated to any

of the Directors or substantial shareholders of the Company.

2.5.5 Issue Price

Each of the Consideration Shares and Adviser Shares shall be issued at an issue price to be

computed as follows:

Issue price =

V

N

where:

V : refers to the agreed valuation of the Company of S$50,000,000;

N : refers to the number of issued Shares immediately prior to Acquisition

Completion and which shall include the new Shares to be allotted and

issued by the Company pursuant to any Mandate Placement(s), if any,

and adjusted for the Proposed Share Consolidation (if undertaken) (“Issue Price”), provided

always that the requirements of the Listing Manual or the Catalist Rules, as the case may be,

are complied with.

2.5.6 Valuation Report

Asset Appraisal Limited has been jointly nominated by the Company and the Vendor, and

appointed by the Vendor as the independent qualified valuer (“Valuer”) to prepare a valuation

report regarding the Target Group, which shall satisfy all applicable requirements of the

Listing Manual (“Valuation Report”). The Valuation Report will be included in the circular to

Shareholders to be despatched in due course (the “Circular”).

2.5.7 Independent Qualified Person’s Report

Behre Dolbear Asia, Inc. has been jointly nominated by the Company and the Vendor, and

appointed by the Vendor, to prepare an independent qualified person’s report which shall

satisfy all applicable requirements of the Listing Manual, providing, inter alia, details of the

proved and probable coal reserves, and/or measured and indicated coal resources, of the

Target Mines (“Technical Report”). The Technical Report will be included in the Circular.

2.5.8 Conditions Precedent to Acquisition Completion

Acquisition Completion is subject to the fulfilment and satisfaction of, inter alia, the following

conditions precedent:

(a) receipt by the Company of the Valuation Report;

(b) receipt by the Company of the Technical Report;

(c) the results of the due diligence (legal, financial or otherwise) conducted on the Target

Group being reasonably satisfactory to the Company and all issues or irregularities

identified pursuant to such due diligence investigations being rectified to the

satisfaction of the Company (acting reasonably and in good faith);

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(d) the results of the due diligence (legal, financial or otherwise) conducted on the

Company being reasonably satisfactory to the Vendor and all issues or irregularities

identified pursuant to such due diligence investigations being rectified to the

satisfaction of the Vendor (acting reasonably and in good faith);

(e) each of the Company and the Vendor having obtained all relevant approvals,

consents, clearances, releases and/or waivers necessary or desirable for completion

of the Proposed Acquisition, Proposed Disposal, Proposed Share Consolidation (as

defined in paragraph 2.6), Proposed Compliance Placement (as defined in paragraph

2.7) (if any) and all other transactions implemented in connection therewith (but not

the Proposed Distribution (as defined in paragraph 3)) (collectively, the “Proposed

Transactions”) (“Consents”), such Consent not being amended or revoked on or

prior to the date of Acquisition Completion, and to the extent that such Consent is

subject to conditions, such conditions being reasonably acceptable to the Company or

the Vendor, as the case may be, and to the extent any such conditions are required to

be fulfilled on or before the date of Acquisition Completion, they are so fulfilled;

(f) no circumstance, development or event occurring on or after the date of the

Acquisition SPA that, in the Company’s determination (acting reasonably and in good

faith), has or may have a material adverse effect on the business, operations,

turnover, profitability, financial or trading position or prospects of the Target Group or

any Target Group Company;

(g) no circumstance, development or event occurring on or after the date of the

Acquisition SPA, that in the Vendor’s determination (acting reasonably and in good

faith), results in the Company being unable to (i) complete the Proposed

Transactions; or (ii) perform or comply with any of its material obligations under the

Acquisition SPA;

(h) no occurrence of any litigation, arbitration, mediation, investigation or other

proceedings pending or threatened against the Vendor or any Target Group

Company, seeking to restrain, prohibit or invalidate the Proposed Transactions and/or

any other transaction in connection therewith or incidental thereto, or any part thereof;

(i) no occurrence of any litigation, arbitration, mediation, investigation or other

proceedings pending or threatened against the Company, seeking to restrain, prohibit

or invalidate any or any part of the Proposed Transactions;

(j) the Company remaining listed on the Mainboard or Catalist of the SGX-ST (as the

case may be) for the period up to Acquisition Completion, and trading in the

Company’s shares on the Mainboard or Catalist of the SGX-ST (as the case may be)

not being suspended on Acquisition Completion;

(k) the approval of the Vendor’s shareholders being obtained for (i) the Proposed

Acquisition (for the purposes of ASX Listing Rule 11.2 and if required, ASX Listing

Rule 10.1); and (ii) the Proposed Distribution (for the purposes of section 256B of the

Corporations Act of Australia);

(l) the approval of the Company’s Shareholders being obtained at the EGM for:

(i) the Proposed Acquisition;

(ii) the Proposed Disposal;

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(iii) the issue and allotment of the Consideration Shares, Adviser Shares, and

Compliance Placement Shares (if any);

(iv) the waiver of the right of the Shareholders to receive a mandatory offer from

the Vendor, its controlling shareholder (namely, Mr. Peng Yuguo), and parties

acting in concert with them (if any) (collectively, the “Concert Parties”), for

Shares not already owned, controlled or agreed to be acquired by them,

pursuant to Rule 14 of the Singapore Code on Take-overs and Mergers (the

“Code”), in connection with, inter alia, the allotment and issue of the

Consideration Shares (the “Whitewash Resolution”);

(v) the appointments of new directors to the Board;

(vi) the Proposed Share Consolidation (as defined in paragraph 2.6);

(vii) the proposed change of the Company’s name;

(viii) the proposed grant of a new general mandate by Shareholders for the

allotment and issuance of new Shares upon Acquisition Completion;

(ix) the proposed change of auditors of the Company;

(x) the proposed change of financial year end of the Company;

(xi) the proposed change of core business of the Company (if required); and

(xii) other matters required by Canaccord, the SGX-ST, the Securities Industry

Council (“SIC”) or any other relevant governmental body, if any;

(m) the approval of the SGX-ST for the Proposed Acquisition and/or the Proposed

Disposal (if required);

(n) the (i) approval in-principle of the SGX-ST; or (ii) the listing and quotation notice from

the SGX-ST, if the listing and quotation of the Shares is transferred from the

Mainboard to Catalist upon Acquisition Completion and the Company is admitted to

Catalist (as the case may be), for the listing and quotation of the Consideration

Shares, the Adviser Shares and the Compliance Placement Shares (if any), on the

Official List of the SGX-ST; and

(o) the waiver from the SIC of the obligation of the Concert Parties to make a mandatory

offer for all of the Shares not already owned, controlled or agreed to be acquired by

them, pursuant to Rule 14 of the Code, in connection with, inter alia, the allotment and

issue of the Consideration Shares (the “Whitewash Waiver”).

2.5.9 Long-Stop Date

If any of the conditions precedent are not satisfied or waived by the date falling twelve (12)

months from the date of the Acquisition SPA, or such other date as the Parties may agree in

writing (“Acquisition Long-Stop Date”), the Acquisition SPA shall ipso facto cease and

determine and neither the Company or the Vendor shall have any claim against the other

party (save for any antecedent breach of the Acquisition SPA by the Company or the Vendor).

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2.5.10 Moratorium

The Proposed Acquisition, being a “Reverse Takeover” of the Company under Chapter 10 of

the Listing Manual, is subject to the moratorium requirements under Rule 229, read with Rule

1015(3)(c), of the Listing Manual (or its equivalent in the Catalist Rules). In this regard, the

Vendor has undertaken to ensure compliance with any moratorium requirements imposed by

the SGX-ST, as applicable.

2.5.11 Waiver of Obligation to Make a Mandatory General Offer from the SIC

Upon Acquisition Completion, the Concert Parties will collectively hold more than 30% of the

enlarged issued and paid-up share capital of the Company. Accordingly, the Concert Parties

will, under Rule 14 of the Code, be required to make a mandatory offer for all the remaining

Shares in issue not already owned, controlled or agreed to be acquired by them.

As set out above, the conditions precedent to the Proposed Acquisition include that the

Whitewash Waiver is obtained and the Whitewash Resolution is passed at the EGM.

2.5.12 Acquisition Completion Date

Acquisition Completion will take place on the date falling no later than 30 days after the last of

the conditions precedent provided in the Acquisition SPA have been satisfied (or waived in

accordance with the Acquisition SPA) or such other date as the Parties may agree in writing,

which shall be no later than the Acquisition Long-Stop Date (“Acquisition Completion

Date”).

2.5.13 Proposed appointment of new directors of the Company

Under the Acquisition SPA, the Company has agreed to deliver the resignation letters of all of

the Company’s existing directors, and the Vendor has agreed to deliver service agreements

executed by such persons as nominated by the Vendor to the Board, on Acquisition

Completion. The details of such proposed appointments and service agreements will be set

out in the Circular.

2.5.14 Concurrent Completion of Proposed Acquisition and Proposed Disposal

Pursuant to the Acquisition SPA, the Parties have agreed that Acquisition Completion shall

take place concurrently with Disposal Completion. If for any reason the Disposal Completion

does not take place on the Acquisition Completion Date, either Party shall be entitled to:

(a) defer Acquisition Completion to a date not more than 28 days (or such later date as

the Parties may agree in writing) after the Acquisition Completion Date; or

(b) terminate the Acquisition SPA (save for certain provisions expressed to survive

termination) and no Party shall have any claim against the other (save for any

antecedent breach of the Acquisition SPA).

2.5.15 Indemnity

Each Party (the “Defaulting Party”) has agreed to indemnify the other Party against all claims,

actions, damages, losses, liabilities, costs and expenses whatsoever that the other Party may

incur, suffer or be liable for (“Loss”), in connection with or arising from any of the

representations or warranties made by the Defaulting Party in the Acquisition SPA being untrue,

incorrect or misleading and/or any breach or default by the Defaulting Party under the

Acquisition SPA (collectively, “Defaults” and each a “Default”).

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2.5.16 Limitation of liability

Pursuant to the Acquisition SPA, the Parties have agreed that:

(a) the maximum aggregate liability of each Party in respect of claims by or on behalf of

the other Party under the Acquisition SPA shall not exceed S$500,000;

(b) the Defaulting Party shall under no circumstances be liable for any indirect, incidental,

special or consequential loss arising from any Default; and

(c) no claim shall be brought by a Party against the Defaulting Party in respect of any

Default unless notice in writing of such claim has been given to the Defaulting Party on

or prior to the date falling three (3) years after the date of Acquisition Completion (the

“Claim Date”). Any claim made before the Claim Date shall, if it has not been previously

satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall

become fully barred and unenforceable on the expiry of the period of one (1) year

commencing from the Claim Date unless proceedings in respect thereof have been

commenced against the Defaulting Party.

2.6 Share Consolidation

The issue price of each Consideration Share is required to be at least S$0.50 under Rule

1015(3)(d) of the Listing Manual, or at least S$0.20 under Rule 1015(3)(c) of the Catalist

Rules. As such, the Company proposes to undertake a share consolidation (“Proposed

Share Consolidation”) of such number of Shares into one (1) consolidated Share

(“Consolidated Share”), at a ratio to be determined, for the purposes of compliance with the

Listing Manual or the Catalist Rules, as the case may be.

2.7 Compliance Placement

The Company may undertake a compliance placement (“Proposed Compliance

Placement”) upon Acquisition Completion to satisfy the shareholding spread and distribution

requirements under the Listing Manual or the Catalist Rules, as the case may be, if required.

Shareholders should note that the terms of the Proposed Compliance Placement, if and when

it occurs, would be driven by various factors, including without limitation, market conditions

and prices. Further details on the Proposed Compliance Placement (if required) will be

released in due course. The Compliance Placement, if undertaken, will be subject to, inter

alia, the approval of Shareholders at the EGM.

2.8 Relative Figures under Rule 1006 of the Listing Manual

For the purposes of Chapter 10 of the Listing Manual, the relative figures for the Proposed

Acquisition using the applicable bases of comparison under Rule 1006 of the Listing Manual

are set out below:

(a) Net asset value of the assets to be disposed

of, compared with the Group’s net asset value.

Not applicable to the

Proposed Acquisition

(b) Net profits attributable to the assets acquired

or disposed of compared with the Group’s net

profits.

318.62%(1)(2)

(c) Aggregate value of consideration given or

received, compared to the Company’s market

2,732.95%(3)

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capitalisation based on the total number of

issued shares excluding treasury shares.

(d) Number of equity securities issued by the

Company as consideration for an acquisition,

compared with the number of equity securities

previously in issue.

899.96%(4)

(e) Aggregate volume or amount of proved and

probable reserves to be disposed of,

compared with the aggregate of the Group’s

proved and probable reserves.

Not applicable to the

Proposed Acquisition

Notes:

(1) Based on the unaudited consolidated net profit of the Target Group for the financial year ended 31 October

2014 of AUD9,212,000, as compared to the unaudited consolidated net profit of the Group for the financial

year ended 31 December 2014 of S$3,054,000.

(2) Based on the exchange rate of AUD1:S$1.0563 on 31 March 2015 (Source: http://www.oanda.com).

(3) The market capitalisation of the Company is approximately S$17,380,501, determined by multiplying the

267,392,320 Shares in issue by the weighted average price of S$0.065 per Share on 30 March 2015 (being

the last market day preceding the date of the Acquisition SPA).

(4) Based on the allotment and issue of 2,406,417,112 Consideration Shares, as compared to the 267,392,320

Shares in issue, on a pre-consolidation basis.

As (i) the relative figures computed on the bases set out in (b), (c) and (d) above exceed

100%; and (ii) the Proposed Acquisition will result in a change of control of the Company, the

Proposed Acquisition constitutes a “Reverse Takeover” under Chapter 10 of the Listing

Manual. Accordingly, the Proposed Acquisition is subject to, inter alia, the approval of the

SGX-ST and the approval of Shareholders at the EGM.

3. PROPOSED DISTRIBUTION

Upon Acquisition Completion, the Vendor intends to undertake a pro rata distribution of the

Consideration Shares allotted and issued to it to its shareholders by way of an equal capital

reduction under section 256B of the Corporations Act of Australia (“Proposed Distribution”).

Upon Acquisition Completion and completion of the Proposed Distribution, it is envisaged that

the existing controlling shareholder of the Vendor will be the controlling shareholder of the

Company. Further details on the Proposed Distribution will be included in the Circular.

4. PROPOSED DISPOSAL

4.1 Overview of the Proposed Disposal

4.1.1 Information on the SPV

As stated above, the Company has entered into the Disposal SPA with the SPV for the

Proposed Disposal. As at the date of this announcement, the SPV’s shareholders are (i)

Mega Rainbow Holdings Limited, which holds approximately 93.33% equity interest in the

SPV; and (ii) OBCS Limited, which holds approximately 6.67% equity interest in the SPV. As

at the date of this announcement, Mega Rainbow Holdings Limited is incorporated under the

laws of the British Virgin Islands and is wholly-owned by the Company’s Chief Executive

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Officer and Managing Director, and controlling shareholder, Dr. Tan Pang Kee (“Dr. Tan”),

and OBCS Limited is incorporated under the laws of the British Virgin Islands and is wholly-

owned by Weng Yu Min.

It is envisaged that the SPV shall be wholly owned by a special purpose vehicle to be

incorporated under the laws of the British Virgin Islands (the “Parent SPV”). The Parent SPV

shall be held by (i) Mega Rainbow Holdings Limited; (ii) OBCS Limited; and (iii) a wholly-

owned subsidiary of Vibrant Group Limited. The SPV will also be incorporating a wholly-

owned subsidiary (the “Disposal SPV”) under the laws of the British Virgin Islands. Please

refer to paragraph 4.6.1 below for more details.

4.1.2 Information on the Group

The Group is presently engaged in the manufacturing, formulating, and sale of specialty

chemicals focusing on dyestuff and auxiliaries for the textile industry (“Existing Business”).

The Company owns the following equity interests (“Holdco Interest”) in the following

companies (“Disposal Companies”), which carry out the Existing Business:

(a) the entire issued and paid-up share capital of the following (held directly by the

Company):

(i) Unimatex Sdn. Bhd.;

(ii) Amly Chemicals Co., Ltd;

(iii) Dedot Sdn. Bhd.; and

(iv) Dedot Pte. Ltd.;

(b) 60% of the issued and paid-up share capital of the following (held directly by the

Company):

(i) Shanghai Matex Chemicals Co., Ltd; and

(ii) Matex Chemicals (Taixing) Co., Ltd; and

(c) the entire issued and paid-up share capital of Dedot Trading (Shanghai) Co., Ltd (held

indirectly by the Company through Dedot Pte. Ltd.).

It is envisaged that between the date of the Disposal SPA and the date of Disposal

Completion, the Company shall undertake a restructuring of the Group, such that upon

completion of the restructuring, Matex Holdings Pte. Ltd. (“Matex Holdings”), the Company’s

wholly owned subsidiary, shall be the legal and beneficial owner of the Holdco Interest in

place of the Company (“Restructuring Exercise”). A diagrammatic representation of the

Group upon completion of the Restructuring Exercise is as set out in Appendix B of this

Announcement.

The Proposed Disposal shall be effected by the Company’s transfer of its entire equity interest

in Matex Holdings as at the date of Disposal Completion to the Disposal SPV, which will result

in the Company disposing of the Existing Business.

Upon the Acquisition Completion and Disposal Completion, the Company’s business will

comprise wholly of the business carried out by the Target Group.

4.2 Rationale for the Proposed Disposal

The Board expects that the Group’s Existing Business will remain competitive and challenging

in the near future. The Proposed Disposal will allow the Company to exit the challenging

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Existing Business and focus its attention and resources towards the business carried out by

the Target Group.

4.3 Intended use of proceeds from the Proposed Disposal

The net proceeds from the Proposed Disposal will be used to satisfy the Cash Component of

the Acquisition Consideration.

4.4 Principal Terms of the Disposal SPA

4.4.1 Disposal Consideration

The consideration for the Proposed Disposal (“Disposal Consideration”) shall be the higher

of (i) the valuation of the Disposal Companies set out in a valuation report on the Disposal

Companies (“Disposal Valuation Report”) to be prepared by an independent qualified valuer

appointed by the Company; or (ii) S$25 million (“Disposal Consideration”).

The Company and the SPV have agreed in the Disposal SPA that if the Disposal

Consideration is above S$25 million based on the Disposal Valuation Report, the portion of

the Disposal Consideration in excess of S$25 million (the “Excess Consideration”) shall be

paid to the Company as follows: 15% of the Excess Consideration to be paid no later than 18

months after Disposal Completion Date (as defined in paragraph 4.4.5), 25% to be paid no

later than 24 months after Disposal Completion Date, and 60% to be paid no later than 36

months after Disposal Completion Date.

Any outstanding portions of the Excess Consideration which have not been paid to the

Company shall bear interest at a rate of 2% per annum (“Interest”), which shall accrue from

Disposal Completion Date and shall be calculated on the basis of the actual number of days

elapsed and over a 365-day year and shall accrue from day to day. The first repayment of the

Interest shall be made to the Company within 12 months from Disposal Completion Date, and

subsequent repayments of Interest shall be made to the Company semi-annually.

The Disposal Consideration was arrived at on a willing-buyer and willing-seller basis, taking

into account the prevailing market capitalisation of the Company, and that the Company and

the SPV will also take into consideration the Disposal Valuation Report in determining the final

Disposal Consideration.

The Disposal Consideration shall be satisfied by the SPV on Disposal Completion by the

payment of S$25 million in cash, with any Excess Consideration and Interest to be satisfied

by the SPV in cash in accordance with the time periods set out above.

4.4.2 Restructuring Exercise

The Company has undertaken to the SPV in the Disposal SPA to procure that, between the

date of the Disposal SPA and the Disposal Completion, Matex Holdings shall take such steps

as is within its power to implement, or secure the implementation of, the Restructuring

Exercise.

4.4.3 Conditions Precedent to Disposal Completion

Disposal Completion shall be subject to the fulfilment and satisfaction (or waiver in

accordance with the terms of the Disposal SPA) of inter alia, the following conditions

precedent:

13

(a) the receipt by the SPV of the Disposal Valuation Report, the contents of which shall

be reasonably acceptable to the SPV;

(b) the grant of a loan of not less than S$25 million from Vibrant Group Limited or its

wholly owned subsidiary to the Parent SPV for the Disposal Consideration or part

thereof, as the case may be;

(c) the receipt by the Company’s independent directors of a written opinion from the IFA

(as defined in paragraph 4.6.3), the contents of which are reasonably acceptable to

the Company’s independent directors, its audit committee, the SGX-ST, and the SIC

(as may be applicable);

(d) each of the Company and the SPV having obtained all relevant approvals, consents,

clearances, releases and/or waivers necessary or desirable for completion of the

Proposed Disposal and all other transactions in connection therewith or incidental

thereto (“Disposal Consent(s)”), including the approval of the Shareholders pursuant

to, inter alia, section 160 of the Companies Act (Chapter 50 of Singapore), and the

SGX-ST (if required), such Disposal Consent not being amended or revoked on or

prior to the date of Disposal Completion, and to the extent that such Disposal Consent

is subject to conditions, such conditions being reasonable acceptable to the Company

and/or the SPV, as the case may be, and to the extent that any such conditions are

required to be fulfilled on or prior to the date of Disposal Completion, they are so

fulfilled;

(e) the completion of the Restructuring Exercise; and

(f) the release of (i) all warranties, undertakings, guarantees, indemnities and security

given by any Disposal Company and Matex Holdings (if any) in respect of the

performance of the obligations of the Company; and (ii) all warranties, undertakings,

guarantees, indemnities and security given by the Company (if any) in respect of the

performance of the obligations of any Disposal Company and Matex Holdings.

4.4.4 Long-Stop Date

If any of the conditions precedent are not satisfied or waived by the date falling 12 months

from the date of the Disposal SPA or such other date as the Company and the SPV may

agree in writing (“Disposal Long-Stop Date”), the Disposal SPA shall ipso facto cease and

determine and neither the Company nor the SPV shall have any claim against the other (save

for any antecedent breach of the Disposal SPA by the Company or the SPV).

4.4.5 Disposal Completion Date

Disposal Completion will take place on the date falling 30 days after all of the conditions

precedent provided in the Disposal SPA have been satisfied (or waived in accordance with

the Disposal SPA) or such other date as the Parties may agree in writing, which shall be no

later than the Disposal Long-Stop Date (“Disposal Completion Date”).

4.4.6 Concurrent Completion of Proposed Acquisition and Proposed Disposal

Pursuant to the Disposal SPA, the Company and the SPV have agreed that Disposal

Completion shall take place concurrently with Acquisition Completion. If for any reason the

Acquisition Completion does not take place on the Disposal Completion Date, either the

Company or the SPV shall be entitled to:

14

(a) defer Disposal Completion to a date not more than 28 days (or such later date as the

Parties may agree in writing) after the Disposal Completion Date, or the date of the

Acquisition Completion (whichever is later); or

(b) terminate the Disposal SPA (save for certain provisions expressed to survive

termination), whereupon neither the Company nor the SPV shall have any claim

against the other (save for any antecedent breach of the Disposal SPA by the

Company or the SPV).

4.5 Relative Figures under Rule 1006 of the Listing Manual

For the purposes of Chapter 10 of the Listing Manual, the relative figures for the Proposed

Disposal using the applicable bases of comparison under Rule 1006 of the Listing Manual are

set out below:

(a) Net asset value of the assets to be disposed

of, compared with the Group’s net asset value.

100.00%(1)

(b) Net profits attributable to the assets acquired

or disposed of compared with the Group’s net

profits.

100.00%(2)

(c) Aggregate value of consideration given or

received, compared to the Company’s market

capitalisation based on the total number of

issued shares excluding treasury shares.

143.84%(3)

(d) Number of equity securities issued by the

Company as consideration for an acquisition,

compared with the number of equity securities

previously in issue.

Not applicable to the

Proposed Disposal

(e) Aggregate volume or amount of proved and

probable reserves to be disposed of,

compared with the aggregate of the Group’s

proved and probable reserves.

Not applicable to the

Proposed Disposal

Notes:

(1) Based on the unaudited consolidated net asset value of the Disposal Companies as at 31 December 2014

of S$42,461,000, as compared to the unaudited consolidated net asset value of the Group as at 31

December 2014 of S$42,461,000.

(2) Based on the unaudited consolidated net profit attributable to the Disposal Companies as at 31 December

2014 of S$3,054,000, as compared to the unaudited consolidated net profit attributable to the Group as at

31 December 2014 of S$3,054,000.

(3) Based on the Disposal Consideration of S$25,000,000 as compared to the market capitalisation of the

Company of approximately S$17,380,501, determined by multiplying the 267,392,320 Shares in issue by

the weighted average price of S$0.065 per Share on 30 March 2015 (being the last market day preceding

the date of the Acquisition SPA).

As the relative figures computed on the bases set out in (a), (b) and (c) above exceed 20%,

the Proposed Disposal constitutes a “Major Transaction” under Chapter 10 of the Listing

Manual. The Proposed Disposal also constitutes an Interested Person Transaction (please

15

refer to paragraph 4.6 below), and as such, the Proposed Disposal will be subject to, inter

alia, the approval of Shareholders at the EGM.

4.6 Interested Person Transaction

4.6.1 Proposal Disposal as an Interested Person Transaction

As set out in paragraph 4.1.1 above, Dr. Tan indirectly holds 93.33% equity interest in the

SPV, as at the date of this Announcement. It is envisaged that, as at Disposal Completion, the

SPV (i) shall be wholly owned by the Parent SPV, a special purpose vehicle to be

incorporated under the laws of the British Virgin Islands; and (ii) shall be incorporating the

Disposal SPV, a wholly-owned subsidiary. It is also envisaged that, as at Disposal

Completion, Dr. Tan will indirectly hold an effective interest of approximately 65.33% in the

SPV and the Disposal SPV.

As at the date of this Announcement, Dr. Tan, as a controlling shareholder of the Company,

holds 58,232,000 Shares, representing approximately 21.78% of the Company’s issued share

capital. Pursuant to Chapter 9 of the Listing Manual, the SPV and the Disposal SPV are

regarded as “interested persons”, and the Proposed Disposal constitutes an “Interested

Person Transaction”.

Furthermore, Rule 906 of the Listing Manual requires, inter alia, that an issuer obtain

shareholders’ approval for any interested person transaction of a value equal to, or more than

5% of the group’s latest audited net tangible assets (“NTA”). Based on the Disposal

Consideration of S$25 million, the Disposal Consideration represents approximately 60.63%

of the unaudited NTA of the Group of approximately S$41.23 million as at 31 December 2014.

As such, the Proposed Disposal is subject to, inter alia, the approval of independent

Shareholders at the EGM.

4.6.2 Abstention from Voting

Dr. Tan shall abstain, and ensure that his associates (which include Mr. Tan Guan Liang, an

immediate family member of Dr. Tan, and the Company’s Executive Director) will abstain,

from voting on the Proposed Disposal in respect of their respective shareholdings in the

Company. Dr. Tan shall also decline, and ensure that his associates will decline, to accept

appointment as proxies unless specific instructions as to voting for the Proposed Disposal are

given.

As the Parties have agreed that the Proposed Disposal and Proposed Acquisition will be

completed concurrently, or not at all, Dr. Tan and his associates will also abstain from voting

on the Proposed Acquisition. The Proposed Disposal and Proposed Acquisition are therefore

subject to the approval of the independent Shareholders.

4.6.3 Opinion of the Audit Committee of the Company

The Company will be appointing an independent financial adviser (“IFA”) to the independent

directors of the Company, in respect of, inter alia, the Proposed Disposal. The Audit

Committee of the Company will be obtaining an opinion from the IFA before forming its view in

relation to the Proposed Disposal, which will be set out in the Circular.

4.6.4 Total Value of all Interested Person Transactions

The current total value of all interested person transactions, excluding transactions which are

less than S$100,000, with (a) the SPV; and (b) Dr. Tan, for the period 1 January 2015 to the

16

date of this announcement (prior to and including the Proposed Disposal), and the percentage

of the Group’s latest unaudited NTA as at 31 December 2014 represented by such values,

are as follows:

Prior to Proposed Disposal Including the Proposed

Disposal

Amount (S$) Percentage of

latest

unaudited

NTA (%)

Amount (S$) Percentage of

latest

unaudited

NTA (%)

Total value of all

transactions with

the SPV

Nil 0.00 25,000,000 60.63

Total value of all

transactions with

Dr. Tan

Nil 0.00 16,332,500 39.61

As at the date of this Announcement, there are no other transactions entered into by the

Group with any other interested persons for the current financial year.

4.7 Financial Information on the Proposed Disposal

(S$’million)

Book value of the Disposal Companies

42.46

Net tangible asset value of the Disposal Companies

41.23

Deficit of the Disposal Consideration over the book value of the

Disposal Companies

(17.46)

Net profits attributable to the Disposal Companies

2.70

Loss on Proposed Disposal

(17.46)

The above values are based on the Company’s unaudited consolidated financial statements

as at 31 December 2014 and the assumption that the Proposed Disposal was completed as

at that date, and that the Disposal Consideration is S$25 million. No valuation of the Disposal

Companies has been obtained for the purposes of the Disposal SPA (in respect of the

Disposal Consideration) as at the date of this Announcement.

5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION AND PROPOSED DISPOSAL

Please refer to Appendix D of this Announcement for certain aggregate financial effects of

the Proposed Acquisition and Proposed Disposal.

17

6. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

Save as disclosed in this Announcement, (a) none of the Directors has any interest, direct or

indirect, in the Proposed Acquisition and Proposed Disposal, save through his shareholding in

the Company (if any); and (b) to the best of the knowledge of the Directors, none of the

controlling shareholders of the Company has any interest, direct or indirect, in the Proposed

Acquisition and Proposed Disposal, save through such shareholder’s shareholdings in the

Company.

7. DIRECTORS’ SERVICE CONTRACTS

It is envisaged that the Company will, upon Acquisition Completion, enter into service

contracts with the nominees of the Vendor to be appointed to the Board. As such

arrangements have not been finalised as at the date of this Announcement, the details of

such arrangements and service contracts will be disclosed in the Circular.

8. FINANCIAL ADVISER

The Company has appointed Canaccord as its financial adviser in respect of the Proposed

Acquisition.

9. INDEPENDENT FINANCIAL ADVISER

The Company will be appointing an IFA to the independent directors of the Company in

respect of the Whitewash Resolution and the Proposed Disposal (being an interested person

transaction). The advice of the IFA will be set out in the Circular.

10. AUDIT COMMITTEE’S STATEMENT

The Audit Committee of the Company will form its view on the Whitewash Resolution and the

Proposed Disposal after taking into account the opinion of the IFA. The opinion of the Audit

Committee of the Company will be set out in the Circular.

11. RESPONSIBILITY STATEMENT

The Directors of the Company collectively and individually accept full responsibility for the

accuracy of the information given in this Announcement (other than information relating to the

Vendor, the Target Group, the Target Mines, the Parent SPV, the SPV and the Disposal SPV)

and confirm after making all reasonable enquiries that, to the best of their knowledge and

belief, this Announcement constitutes full and true disclosure of all material facts about the

Proposed Acquisition, the Proposed Disposal, the Company and its subsidiaries, and the

Directors are not aware of any facts the omission of which would make any statement in this

Announcement misleading. Where information in this Announcement has been extracted from

published or otherwise publicly available sources or obtained from a named source, the sole

responsibility of the Directors has been to ensure that such information has been accurately

and correctly extracted from those sources and/or reproduced in this Announcement in its

proper form and context.

The Vendor accepts full responsibility for the accuracy of the information given in this

Announcement (in respect of information relating to the Vendor, the Target Group and the

18

Target Mines), and confirm after making all reasonable enquiries that, to the best of their

knowledge and belief, this Announcement constitutes full and true disclosure of all material

facts about the Proposed Acquisition, the Proposed Distribution, the Vendor, the Target

Group and the Target Mines, and the Vendor is not aware of any facts the omission of which

would make any statement in this Announcement misleading. Where information in this

Announcement has been extracted from published or otherwise publicly available sources or

obtained from a named source, the sole responsibility of the Vendor has been to ensure that

such information has been accurately and correctly extracted from those sources and/or

reproduced in this Announcement in its proper form and context.

The SPV accepts full responsibility for the accuracy of the information given in this

Announcement (in respect of information relating to the Parent SPV, the SPV and the

Disposal SPV), and confirm after making all reasonable enquiries that, to the best of their

knowledge and belief, this Announcement constitutes full and true disclosure of all material

facts about the Proposed Disposal, the Parent SPV, the SPV and the Disposal SPV, and the

SPV is not aware of any facts the omission of which would make any statement in this

Announcement misleading. Where information in this Announcement has been extracted from

published or otherwise publicly available sources or obtained from a named source, the sole

responsibility of the SPV has been to ensure that such information has been accurately and

correctly extracted from those sources and/or reproduced in this Announcement in its proper

form and context.

12. DESPATCH OF CIRCULAR

Subject to the SGX-ST’s approval, shareholders will in due course receive the Circular,

containing, inter alia, (a) further information on, inter alia, the Proposed Acquisition and the

Proposed Disposal, including the opinion of the IFA; and (b) the notice of EGM to approve,

inter alia, the Proposed Acquisition and the Proposed Disposal.

13. DOCUMENT FOR INSPECTION

A copy each of the Acquisition SPA and the Disposal SPA, and latest available valuation

report dated 28 January 2015 on the Target Mines (referred to in Appendix C) is available for

inspection during normal business hours at the Company’s registered office at 47 Ayer Rajah

Crescent #05-10 Singapore 139947 for a period of three (3) months from the date of this

Announcement.

14. CAUTION IN TRADING

Shareholders are advised to exercise caution in trading their shares. The Proposed

Acquisition and Proposed Disposal are subject to numerous conditions and further due

diligence by the Company and the Vendor. There is no certainty or assurance as at the date

of this Announcement that the Proposed Acquisition and Proposed Disposal will be

completed, or that no changes will be made to the terms thereof. The Company will make the

necessary announcements when there are further developments on the Proposed Acquisition

and Proposed Disposal and other matters contemplated in this Announcement.

Shareholders are advised to read this Announcement and any further announcements by the

Company carefully. Shareholders should consult their stock brokers, bank managers,

solicitors or other professional advisers if they have any doubt about the actions that they

should take.

19

By Order of the Board

Dr. Alex Tan Pang Kee

Chief Executive Officer and Managing Director

1 April 2015

20

Appendix A

Diagrammatic representation of the Target Group

Target (Hong Kong)

Blackgold Megatrade Pte Ltd

(Singapore)

Chongqing Heijin Industrial Co., Ltd

(PRC)

100%

49% 100%

Chongqing Guoping Shangmao Trading

Co., Ltd (PRC)

100%

Chongqing Caotang Coal Mine Resources

Development Co., Ltd (PRC)

Chongqing

Blackgold Mining Co., Ltd (PRC)

Chongqing Guoping

Shipping Transportation Ltd

(PRC)

Chongqing Guoping Heiwan Resources Development Co.,

Ltd (PRC)

100%

100% 100% 100% 100%

Chongqing Baolong Mining Co., Ltd

(PRC)

Qijiang Changhong Coal Industry Co.,

Ltd (PRC)

Chongqing Blackgold Coal

Washing Co., Ltd (PRC)

100% 100% 100%

21

Appendix B

Diagrammatic representation of the Group upon completion of the Restructuring Exercise

Company

100%

Matex Holdings Pte. Ltd. (Singapore)

Amly Chemicals Co., Ltd (PRC)

Matex Chemicals (Taixing) Co., Ltd

(PRC)

Shanghai Matex Chemicals Co.,

Ltd (PRC)

Unimatex Sdn Bhd (Malaysia)

Dedot Pte. Ltd. (Singapore)

Dedot Sdn Bhd (Malaysia)

Dedot Trading (Shanghai) Co.,

Ltd (PRC)

100%

60% 60% 100% 100% 100% 100%

22

Appendix C

Financial Information of the Target Group

As at 31 October 2014, the net book value of the Target Group is AUD 179.2 million.

As at 31 October 2014, the net tangible asset value of the Target Group is AUD 137.4 million.

The latest available valuation relating to the Target Mines was released by the Vendor on the ASX on

31 January 2015. Asset Appraisal Limited was appointed by the Vendor to undertake the valuation of

the Target Mines in the PRC. The valuation report dated 28 January 2015 indicated that the value of

the Target Mines was approximately AUD 475.5 million as at 31 October 2014 based on the “Fair

Market Value”. As defined in the VALMIN Code, “Fair Market Value” is the amount of money (or cash

equivalent of some other consideration) determined by the expert in accordance with the provisions of

the VALMIN Code for which mineral or petroleum asset or security should change hands on the

valuation date in an open and unrestricted market between a willing buyer and a willing seller in an

“arm’s length” transaction, with each party acting knowledgably, prudently and without compulsion.

A summary of the unaudited consolidated financial statements of the Target Group for the financial

years ended 31 October 2012 (“FY2012”), 31 October 2013 (“FY2013”) and 31 October 2014

(“FY2014”) are set out below:

FY2012 FY2013 FY2014

Income Statement (AUD’000)

Revenue 139,167 270,340 336,082

Gross Profit 51,171 76,724 42,877

Profit Before Tax 42,833 60,606 9,212

Profit After Tax 41,912 58,075 7,412

As at 31 October 2014

Balance Sheet (AUD’000)

Current assets 120,531

Current liabilities 192,618

Non-current assets 255,165

Non-current liabilities 3,830

Net assets 179,248

23

Appendix D

Financial effects of the Proposed Acquisition and Proposed Disposal

1.1 Bases and Assumptions

The financial effects of the Proposed Acquisition and Proposed Disposal on the share capital,

earnings, NTA and gearing of the Group have been prepared based on the unaudited

consolidated financial statements of the Group for the financial year ended 31 December

2014 (being the latest available information prior to the date of this Announcement) and the

unaudited consolidated financial statements of the Target Group for the financial year ended

31 October 2014.

The proforma financial effects of the Proposed Acquisition and Proposed Disposal are for

illustrative purposes only and do not necessarily reflect the actual results and financial

position of the Group following their respective completions.

For the purposes of illustrating the financial effects of the Proposed Acquisition and Proposed

Disposal, the financial effects have been computed based on, inter alia, the following

assumptions:

(a) the financial effects on the Group’s earnings and earnings per share (“EPS”) are

computed assuming that the Proposed Acquisition and Proposed Disposal were

completed on 1 January 2014;

(b) the financial effects on the Group’s NTA and gearing are computed assuming the

Proposed Acquisition and Proposed Disposal were completed on 31 December 2014;

(c) the unaudited consolidated financial statements of the Target Group, where relevant,

have been translated using the exchange rate of AUD1:S$1.0563 on 31 March 2015

(Source: http://www.oanda.com);

(d) the fair value adjustments on the net assets of Group and positive or negative

goodwill arising from the Proposed Acquisition, if any, have not been considered and

will be determined on the Acquisition Completion Date when the Vendor and/or its

shareholders have effectively gained control of the Company. As the final goodwill will

have to be determined at the Acquisition Completion Date, the actual goodwill could

be materially different from the aforementioned assumption. Any goodwill arising

thereon from the Proposed Acquisition will be accounted for in accordance with the

accounting policies of the Company;

(e) the aggregate of 2,406,417,112 Consideration Shares (on a pre-consolidation basis)

and 166,133,781 Adviser Shares (on a pre-consolidation basis) were issued at the

issue price of S$0.187 per Consideration Share (i) on 31 December 2014 for the

purpose of calculating the financial effects of the Proposed Acquisition and Proposed

Disposal on the Company’s NTA per share; and (ii) on 1 January 2014 for the

purpose of calculating the financial effects of the Proposed Acquisition and Proposed

Disposal on the Company’s EPS;

(f) the issue price of S$0.187 per Consideration Share is based on the agreed valuation

of the Company of S$50,000,000 divided by the 267,392,320 Shares in issue;

(g) the Proposed Share Consolidation has not been taken into account in the

computation of the NTA per share and the EPS;

24

(h) gain or loss on the Proposed Disposal has not been considered in this illustration as

the Disposal Consideration has not been finalised;

(i) there is no adjustment to the Acquisition Consideration;

(j) effects of the Mandate Placement(s) (if any) and the Proposed Compliance

Placement are disregarded in this illustration; and

(k) expenses in connection with the Proposed Acquisition and Proposed Disposal are

disregarded for the purposes of calculating the financial effects.

1.2 Share Capital

Issued and paid-up share capital Number of

shares

Issued and

paid-up share

capital

(S$’000)

As at 31 December 2014 267,392,320 23,406

Add: Consideration Shares 2,406,417,112 450,000

Add: Adviser Shares 166,133,781 31,067

Immediately after the Proposed Acquisition and

Proposed Disposal

2,839,943,213 504,473

1.3 Earnings per Share (“EPS”)

Before the

Proposed

Acquisition and

Proposed

Disposal

After the

Proposed

Acquisition and

Proposed

Disposal

Profit/(loss) after tax attributable to owners of the

Company (S$’000)

2,704 7,829

Number of issued shares in the Company

267,392,320 2,839,943,213

EPS

(Singapore cents)

1.01 0.28

1.4 NTA

Before the

Proposed

Acquisition and

Proposed

Disposal

After the

Proposed

Acquisition and

Proposed

Disposal

NTA attributable to owners of the Company

(S$’000)

41,235 145,149

Number of issued shares in the Company

267,392,320 2,839,943,213

NTA per share

(Singapore cents)

15.42 5.11

25

1.5 Gearing

Before the

Proposed

Acquisition and

Proposed

Disposal

After the

Proposed

Acquisition and

Proposed

Disposal

Net debt

(S$’000)

(601) 28,448

Shareholders’ Equity

(S$’000)

42,461 189,340

Gearing

(times) (1)

0.01 0.15

Note:

(1) Gearing is determined based on net debt divided by Shareholders’ Equity. Net debt is calculated as borrowings, bills

payable to banks, and finance lease liabilities, less cash and cash equivalents and fixed deposits.